EXHIBIT 3.0
THESE BY LAWS HAVE BEEN RESTATED TO REFLECT AMENDMENTS V THROUGH
VI.
HAVEN BANCORP, INC.
BYLAWS
ARTICLE I - STOCKHOLDERS
Section 1. Annual Meeting.
An annual meeting of the stockholders, for the election of
Directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the
meeting, shall be held at such place, on such date, and at such
time as the Board of Directors shall each year fix, which date
shall be within thirteen (13) months subsequent to the later of the
date of incorporation or the last annual meeting of stockholders.
Section 2. Special Meetings.
Subject to the rights of the holders of any class or series of
preferred stock of the Corporation, special meetings of
stockholders of the Corporation may be called only by the Board of
Directors pursuant to a resolution adopted by a majority of the
total number of Directors which the Corporation would have if there
were no vacancies on the Board of Directors (hereinafter the "Whole
Board").
Section 3. Notice of Meetings.
Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than
sixty (60) days before the date on which the meeting is to be held,
to each stockholder entitled to vote at such meeting, except as
otherwise provided herein or required by law (meaning, here and
hereinafter, as required from time to time by the Delaware General
Corporation Law or the Certificate of Incorporation of the
Corporation).
When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place,
date and time thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the date of any
adjourned meeting is more than thirty (30) days after the date for
which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in
conformity herewith. At any adjourned meeting, any business may be
transacted which might have been transacted at the original
meeting.
Section 4. Quorum.
At any meeting of the stockholders, the holders of a majority of
all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy (after giving effect to the
provisions of Article FOURTH of the Corporation's Certificate of
Incorporation), shall constitute a quorum for all purposes, unless
or except to the extent that the presence of a larger number may be
required by law. Where a separate vote by a class or classes is
required, a majority of the shares of such class or classes present
in person or represented by proxy (after giving effect to the
provisions of Article FOURTH of the Corporation's Certificate of
Incorporation) shall constitute a quorum entitled to take action
with respect to that vote on that matter.
If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of stock
entitled to vote who are present, in person or by proxy, may
adjourn the meeting to another place, date, or time.
If a notice of any adjourned special meeting of stockholders is
sent to all stockholders entitled to vote thereat, stating that it
will be held with those present in person or by proxy constituting
a quorum, then except as otherwise required by law, those present
in person or by proxy at such adjourned meeting shall constitute a
quorum, and all matters shall be determined by a majority of the
votes cast at such meeting.
Section 5. Organization.
Such person as the Board of Directors may have designated or, in
the absence of such a person, the Chairman of the Board of the
Corporation or, in his or her absence, such person as may be chosen
by the holders of a majority of the shares entitled to vote who are
present, in person or by proxy, shall call to order any meeting of
the stockholders and act as chairman of the meeting. In the
absence of the Secretary of the Corporation, the secretary of the
meeting shall be such person as the chairman appoints.
Section 6. Conduct of Business.
(a) The chairman of any meeting of stockholders shall determine
the order of business and the procedures at the meeting, including
such regulation of the manner of voting and the conduct of
discussion as seem to him or her in order. The date and time of
the opening and closing of the polls for each matter upon which the
stockholders will vote at the meeting shall be announced at the
meeting.
(b) At any annual meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting
(i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation who is entitled to vote with respect
thereto and who complies with the notice procedures set forth in
this Section 6(b). For business to be properly brought before an
annual meeting by a stockholder, the business must relate to a
proper subject matter for stockholder action and the stockholder
must have given timely notice thereof in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice must be
delivered or mailed to and received at the principal executive
offices of the Corporation not less than ninety (90) days prior to
the date of the annual meeting; provided, however, that in the
event that less than one hundred (100) days' notice or prior public
disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each
matter such stockholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as they
appear on the Corporation's books, of the stockholder proposing
such business, (iii) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such
stockholder and (iv) any material interest of such stockholder in
such business. Notwithstanding anything in these Bylaws to the
contrary, no business shall be brought before or conducted at an
annual meeting except in accordance with the provisions of this
Section 6(b). The Officer of the Corporation or other person
presiding over the annual meeting shall, if the facts so warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of
this Section 6(b) and, if he or she should so determine, he or she
shall so declare to the meeting and any such business so determined
to be not properly brought before the meeting shall not be
transacted.
At any special meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting by
or at the direction of the Board of Directors.
(c) Only persons who are nominated in accordance with the
procedures set forth in these Bylaws shall be eligible for the
election as Directors. Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of
stockholders at which directors are to be elected only (i) by or at
the direction of the Board of Directors or (ii) by any stockholder
of the Corporation entitled to vote for the election of Directors
at the meeting who complies with the notice procedures set forth in
this Section 6(c). For a nomination to be brought properly before
the meeting, other than those made by or at the direction of the
Board of Directors, a stockholder must have made timely notice of
the proposed nomination in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be
delivered or mailed to and received at the principal executive
offices of the Corporation not less than ninety (90) days prior to
the date of the meeting; provided, however, that in the event that
less than one hundred (100) days' notice or prior disclosure of the
date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public
disclosure was made. Such stockholder's notice to the Secretary
shall set forth (i) as to each person whom such stockholder
proposes to nominate for election or re-election as a Director, all
information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or
is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); and (ii) as
to the stockholder giving the notice (a) the name and address, as
they appear on the Corporation's books, of such stockholder and (b)
the class and number of shares of the Corporation's capital stock
that are beneficially owned by such stockholder. At the request of
the Board of Directors any person nominated by the Board of
Directors for election as a Director shall furnish to the Secretary
of the Corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee.
No person shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the provisions of
this Section 6(c). The Officer of the Corporation or other person
presiding at the meeting shall, if the facts so warrant, determine
that a nomination was not made in accordance with such provisions
and, if he or she shall so determine, he or she shall so declare to
the meeting and the defective nomination shall be disregarded.
Section 7. Proxies and Voting.
At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument in
writing filed in accordance with the procedure established for the
meeting. Any facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to
this paragraph may be substituted or used in lieu of the original
writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a
complete reproduction of the entire original writing or
transmission.
All voting, including on the election of Directors but excepting
where otherwise required by law or by the governing documents of
the Corporation, may be made by a voice vote; provided, however,
that upon demand therefor by a stockholder entitled to vote or his
or her proxy, a stock vote shall be taken. Every stock vote shall
be taken by ballot, each of which shall state the name of the
stockholder or proxy voting and such other information as may be
required under the procedures established for the meeting. The
Corporation shall, in advance of any meeting of stockholders,
appoint one or more inspectors to act at the meeting and make a
written report thereof. The Corporation may designate one or more
persons as alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate is able to act at a meeting
of stockholders, the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her
ability.
All elections shall be determined by a plurality of the votes cast,
and except as otherwise required by law, all other matters shall be
determined by a majority of the votes cast.
Section 8. Stock List.
A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the
number of shares registered in his or her name, shall be open to
the examination of any such stockholder, for any purpose germane to
the meeting, during ordinary business hours for a period of at
least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at
the place where the meeting is to be held.
The stock list shall also be kept at the place of the meeting
during the whole time thereof and shall be open to the examination
of any such stockholder who is present. This list shall
presumptively determine the identity of the stockholders entitled
to vote at the meeting and the number of shares held by each of
them.
Section 9. Consent of Stockholders in Lieu of Meeting.
Subject to the rights of the holders of any class of series of
preferred stock of the Corporation, any action required or
permitted to be taken by the stockholders of the Corporation must
be effected at an annual or special meeting of stockholders of the
Corporation and may not be effected by any consent in writing by
such stockholders.
ARTICLE II - BOARD OF DIRECTORS
Section 1. General Powers, Number and Term of Office.
The business and affairs of the Corporation shall be under the
direction of its Board of Directors. The number of Directors who
shall constitute the Whole Board shall be such number as the Board
of Directors shall from time to time have designated except in the
absence of such designation shall be eleven. The Board of
Directors shall annually elect a Chairman of the Board from among
its members who shall, when present, preside at its meetings.
The Directors, other than those who may be elected by the holders
of any class or series of Preferred Stock, shall be divided, with
respect to the time for which they severally hold office, into
three classes, with the term of office of the first class to expire
at the first annual meeting of stockholders, the term of office of
the second class to expire at the annual meeting of stockholders
one year thereafter and the term of office of the third class to
expire at the annual meeting of stockholders two years thereafter,
with each Director to hold office until his or her successor shall
have been duly elected and qualified. At each annual meeting of
stockholders, Directors elected to succeed those Directors whose
terms then expire shall be elected for a term of office to expire
at the third succeeding annual meeting of stockholders after their
election, with each Director to hold office until his or her
successor shall have been duly elected and qualified.
Section 2. Vacancies and Newly Created Directorships.
Subject to the rights of the holders of any class or series of
Preferred Stock, and unless the Board of Directors otherwise
determines, newly created directorships resulting from any increase
in the authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause may be filled
only by a majority vote of the Directors then in office, though
less than a quorum, and Directors so chosen shall hold office for
a term expiring at the annual meeting of stockholders at which the
term of office of the class to which they have been elected expires
and until such Director's successor shall have been duly elected
and qualified. No decrease in the number of authorized directors
constituting the Board shall shorten the term of any incumbent
Director.
Section 3. Regular Meetings.
Regular meetings of the Board of Directors shall be held at such
place or places, on such date or dates, and at such time or times
as shall have been established by the Board of Directors and
publicized among all Directors. A notice of each regular meeting
shall not be required.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by one-
third (1/3) of the Directors then in office (rounded up to the
nearest whole number), by the Chairman of the Board or the
President and shall be held at such place, on such date, and at
such time as they, or he or she, shall fix. Notice of the place,
date, and time of each such special meeting shall be given each
Director by whom it is not waived by mailing written notice not
less than five (5) days before the meeting or by telegraphing or
telexing or by facsimile transmission of the same not less than
twenty-four (24) hours before the meeting. Unless otherwise
indicated in the notice thereof, any and all business may be
transacted at a special meeting.
Section 5. Quorum.
At any meeting of the Board of Directors, a majority of the Whole
Board shall constitute a quorum for all purposes. If a quorum
shall fail to attend any meeting, a majority of those present may
adjourn the meeting to another place, date, or time, without
further notice or waiver thereof.
Section 6. Participation in Meetings by Conference Telephone.
Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other and such participation shall constitute presence in person at
such meeting.
Section 7. Conduct of Business.
At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the Board may from time to
time determine, and all matters shall be determined by the vote of
a majority of the Directors present, except as otherwise provided
herein or required by law. Action may be taken by the Board of
Directors without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes
of proceedings of the Board of Directors.
Section 8. Powers.
The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, including, without limiting
the generality of the foregoing, the unqualified power:
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such form
as it may determine, of written obligations of every kind,
negotiable or non-negotiable, secured or unsecured, and to do all
things necessary in connection therewith;
(4) To remove any Officer of the Corporation with or without
cause, and from time to time to devolve the powers and duties of
any Officer upon any other person for the time being;
(5) To confer upon any Officer of the Corporation the power to
appoint, remove and suspend subordinate Officers, employees and
agents;
(6) To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for Directors, Officers,
employees and agents of the Corporation and its subsidiaries as it
may determine;
(7) To adopt from time to time such insurance, retirement, and
other benefit plans for Directors, Officers, employees and agents
of the Corporation and its subsidiaries as it may determine; and,
(8) To adopt from time to time regulations, not inconsistent with
these Bylaws, for the management of the Corporation's business and
affairs.
Section 9. Compensation of Directors.
Directors, as such, may receive, pursuant to resolution of the
Board of Directors, fixed fees and other compensation for their
services as Directors, including, without limitation, their
services as members of committees of the Board of Directors.
ARTICLE III - COMMITTEES
Section 1. Committees of the Board of Directors.
The Board of Directors, by a vote of a majority of the Board of
Directors, may from time to time designate committees of the Board,
with such lawfully delegable powers and duties as it thereby
confers, to serve at the pleasure of the Board and shall, for these
committees and any others provided for herein, elect a Director or
Directors to serve as the member or members, designating, if it
desires, other Directors as alternate members who may replace any
absent or disqualified member at any meeting of the committee. Any
committee so designated may exercise the power and authority of the
Board of Directors to declare a dividend, to authorize the issuance
of stock or to adopt a certificate of ownership and merger pursuant
to Section 253 of the Delaware General Corporation Law if the
resolution which designates the committee or a supplemental
resolution of the Board of Directors shall so provide. In the
absence or disqualification of any member of any committee and any
alternate member in his or her place, the member or members of the
committee present at the meeting and not disqualified from voting,
whether or not he or she or they constitute a quorum, may by
unanimous vote appoint another member of the Board of Directors to
act at the meeting in the place of the absent or disqualified
member.
Section 2. Conduct of Business.
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith,
except as otherwise provided herein or required by law. Adequate
provision shall be made for notice to members of all meetings; one-
third (1/3) of the members shall constitute a quorum unless the
committee shall consist of one (1) or two (2) members, in which
event one (1) member shall constitute a quorum; and all matters
shall be determined by a majority vote of the members present.
Action may be taken by any committee without a meeting if all
members thereof consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of such
committee.
Section 3. Nominating Committee.
The Board of Directors shall appoint a Nominating Committee of the
Board, consisting of not less than three (3) members. The
Nominating Committee shall have authority (a) to review any
nominations for election to the Board of Directors made by a
stockholder of the Corporation pursuant to Section 6(c) (ii) of
Article I of these By-laws to determine compliance with such By-law
and (b) to recommend to the Whole Board nominees for election to
the Board of Directors to replace those Directors whose terms
expire at the annual meeting of stockholders next ensuing.
ARTICLE IV - OFFICERS
Section 1. Generally.
(a) The Board of Directors as soon as may be practicable after the
annual meeting of stockholders shall choose a Chairman of the
Board, a Chief Executive Officer and President, one or more Vice
Presidents, a Secretary and a Treasurer and from time to time may
choose such other officers as it may deem proper. The Chairman of
the Board shall be chosen from among the Directors. Any number of
offices may be held by the same person.
(b) The term of office of all Officers shall be until the next
annual election of Officers and until their respective successors
are chosen but any Officer may be removed from office at any time
by the affirmative vote of a majority of the authorized number of
Directors then constituting the Board of Directors.
(c) All Officers chosen by the Board of Directors shall have such
powers and duties as generally pertain to their respective Offices,
subject to the specific provisions of this ARTICLE IV. Such
officers shall also have such powers and duties as from time to
time may be conferred by the Board of Directors or by any committee
thereof.
Section 2. Chairman of the Board of Directors.
The Chairman of the Board shall, subject to the provisions of these
Bylaws and to the direction of the Board of Directors, serve in
general executive capacity and unless the Board has designated
another person, when present, shall preside at all meetings of the
stockholders of the Corporation. The Chairman of the Board shall
perform all duties and have all powers which are commonly incident
to the office of Chairman of the Board or which are delegated to
him or her by the Board of Directors. He or she shall have power
to sign all stock certificates, contracts and other instruments of
the Corporation which are authorized.
Section 3. President and Chief Executive Officer.
The President and Chief Executive Officer (the "President") shall
have general responsibility for the management and control of the
business and affairs of the Corporation and shall perform all
duties and have all powers which are commonly incident to the
offices of President and Chief Executive Officer or which are
delegated to him or her by the Board of Directors. Subject to the
direction of the Board of Directors, the President shall have power
to sign all stock certificates, contracts and other instruments of
the Corporation which are authorized and shall have general
supervision of all of the other Officers (other than the Chairman
of the Board), employees and agents of the Corporation.
Section 4. Vice President.
The Vice President or Vice Presidents shall perform the duties of
the President in his or her absence or during his or her disability
to act. In addition, the Vice Presidents shall perform the duties
and exercise the powers usually incident to their respective
offices and/or such other duties and powers as may be properly
assigned to them by the Board of Directors, the Chairman of the
Board or the President. A Vice President or Vice Presidents may be
designated as Executive Vice President, Senior Vice President or
First Vice President
Section 5. Secretary.
The Secretary or Assistant Secretary shall issue notices of
meetings, shall keep their minutes, shall have charge of the seal
and the corporate books, shall perform such other duties and
exercise such other powers as are usually incident to such office
and/or such other duties and powers as are properly assigned
thereto by the Board of Directors, the Chairman of the Board or the
President. Subject to the direction of the Board of Directors, the
Secretary shall have the power to sign all stock certificates.
Section 6. Chief Financial Officer.
The Chief Financial Officer shall have the responsibility for
maintaining the financial records of the Corporation. He or she
shall make such disbursements of the funds of the Corporation as
are authorized and shall render from time to time an account of all
such transactions and of the financial condition of the
Corporation. The Chief Financial Officer shall also perform such
other duties as the Board of Directors, the Chairman of the Board
or the President may from time to time prescribe. Subject to the
direction of the Board of Directors, the Chief Financial Officer
shall have the power to sign all stock certificates.
Section 7. Treasurer.
The Treasurer shall assist the Chief Financial Officer. The
Treasurer shall also perform such other duties as the Board of
Directors, the Chairman of the Board or the President may from time
to time prescribe.
Section 8. Comptroller
The Comptroller shall assist the Chief Financial Officer. The
Comptroller shall also perform such other duties as the Board of
Directors, the Chairman of the Board or the President may from time
to time prescribe.
Section 9. Assistant Secretaries and Other Officers.
The Board of Directors may appoint one or more Assistant
Secretaries and such other Officers who shall have such powers and
shall perform such duties as are provided in these Bylaws or as may
be assigned to them by the Board of Directors, the Chairman of the
Board or the President.
Section 10. Action with Respect to Securities of Other
Corporations.
Unless otherwise directed by the Board of Directors, the President
or any Officer of the Corporation authorized by the President shall
have power to vote and otherwise act on behalf of the Corporation,
in person or by proxy, at any meeting of stockholders of or with
respect to any action of stockholders of any other corporation in
which this corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such other
corporation.
ARTICLE V - STOCK
Section 1. Certificates of Stock.
Each stockholder shall be entitled to a certificate signed by, or
in the name of the Corporation by, the Chairman of the Board or the
President, and by the Secretary or an Assistant Secretary, or any
Treasurer or Assistant Treasurer, certifying the number of shares
owned by him or her. Any or all of the signatures on the
certificate may be by facsimile.
Section 2. Transfers of Stock.
Transfers of stock shall be made only upon the transfer books of
the Corporation kept at an office of the Corporation or by transfer
agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance
with Section 4 of Article V of these Bylaws, an outstanding
certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.
Section 3. Record Date.
In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders, or
to receive payment of any dividend or other distribution or
allotment of any rights or to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date,
which record date shall not precede the date on which the
resolution fixing the record date is adopted and which record date
shall not be more than sixty (60) nor less than ten (10) days
before the date of any meeting of stockholders, nor more than sixty
(60) days prior to the time for such other action as hereinbefore
described; provided, however, that if no record date is fixed by
the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which notice is given or, if notice is waived,
at the close of business on the next day preceding the day on which
the meeting is held, and, for determining stockholders entitled to
receive payment of any dividend or other distribution or allotment
or rights or to exercise any rights of change, conversion or
exchange of stock or for any other purpose, the record date shall
be at the close of business on the day on which the Board of
Directors adopts a resolution relating thereto.
A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
Section 4. Lost, Stolen or Destroyed Certificates.
In the event of the loss, theft or destruction of any certificate
of stock, another may be issued in its place pursuant to such
regulations as the Board of Directors may establish concerning
proof of such loss, theft or destruction and concerning the giving
of a satisfactory bond or bonds of indemnity.
Section 5. Regulations.
The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of
Directors may establish.
ARTICLE VI - NOTICES.
Section 1. Notices.
Except as otherwise specifically provided herein or required by
law, all notices required to be given to any stockholder, Director,
Officer, employee or agent shall be in writing and may in every
instance be effectively given by hand delivery to the recipient
thereof, by depositing such notice in the mails, postage paid, or
by sending such notice by prepaid telegram or mailgram or other
courier. Any such notice shall be addressed to such stockholder,
Director, Officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation. The
time when such notice is received, if hand delivered, or
dispatched, if delivered through the mails or by telegram or
mailgram or other courier, shall be the time of the giving of the
notice.
Section 2. Waivers.
A written waiver of any notice, signed by a stockholder, Director,
Officer, employee or agent, whether before or after the time of the
event for which notice is to be given, shall be deemed equivalent
to the notice required to be given to such stockholder, Director,
Officer, employee or agent. Neither the business nor the purpose
of any meeting need be specified in such a waiver.
ARTICLE VII - MISCELLANEOUS
Section 1. Facsimile Signatures.
In addition to the provisions for use of facsimile signatures
elsewhere specifically authorized in these Bylaws, facsimile
signatures of any officer or officers of the Corporation may be
used whenever and as authorized by the Board of Directors or a
committee thereof.
Section 2. Corporate Seal.
The Board of Directors may provide a suitable seal, containing the
name of the Corporation, which seal shall be in the charge of the
Secretary. If and when so directed by the Board of Directors or a
committee thereof, duplicates of the seal may be kept and used by
the Treasurer or by an Assistant Secretary or an assistant to the
Treasurer.
Section 3. Reliance Upon Books, Reports and Records.
Each Director, each member of any committee designated by the Board
of Directors, and each Officer of the Corporation shall, in the
performance of his or her duties, be fully protected in relying in
good faith upon the books of account or other records of the
Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its Officers or
employees, or committees of the Board of Directors so designated,
or by any other person as to matters which such Director or
committee member reasonably believes are within such other person's
professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.
Section 4. Fiscal Year.
The fiscal year of the Corporation shall be as fixed by the Board
of Directors.
Section 5. Time Periods.
In applying any provision of these Bylaws which requires that an
act be done or not be done a specified number of days prior to an
event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of
the doing of the act shall be excluded, and the day of the event
shall be included.
ARTICLE VIII - AMENDMENTS.
The Board of Directors may amend, alter or repeal these Bylaws at
any meeting of the Board, provided notice of the proposed change
was given not less than two days prior to the meeting. The
stockholders shall also have power to amend, alter or repeal these
Bylaws at any meeting of stockholders provided notice of the
proposed change was given in the notice of the meeting; provided,
however, that, notwithstanding any other provisions of the Bylaws
or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders
of any particular class or series of the voting stock required by
law, the Certificate of Incorporation, any Preferred Stock
Designation or these Bylaws, the affirmative votes of the holders
of at least 80% of the voting power of all the then-outstanding
shares of the Voting Stock, voting together as a single class,
shall be required to alter, amend or repeal any provisions of these
Bylaws.
The above Bylaws are effective as of March 24, 1993, the date of
incorporation of Haven Bancorp, Inc. and incorporates all
amendments through April 7, 2000.
