Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 126 724K
Issuer
2: EX-1.1 Underwriting Agreement 5 27K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 28 127K
Liquidation or Succession
4: EX-3.1 Articles of Incorporation/Organization or By-Laws 11 47K
5: EX-3.2 Articles of Incorporation/Organization or By-Laws 12 48K
6: EX-3.3 Articles of Incorporation/Organization or By-Laws 9 35K
7: EX-3.4 Articles of Incorporation/Organization or By-Laws 12 46K
8: EX-4 Instrument Defining the Rights of Security Holders 2 12K
9: EX-5 Opinion re: Legality 2 13K
10: EX-8.1 Opinion re: Tax Matters 7 29K
11: EX-8.2 Opinion re: Tax Matters 6 25K
12: EX-8.3 Opinion re: Tax Matters 2± 11K
13: EX-10.1 Material Contract 12 47K
14: EX-10.2 Material Contract 39 166K
15: EX-21 Subsidiaries of the Registrant 1 7K
16: EX-23.2 Consent of Experts or Counsel 1 8K
17: EX-23.3 Consent of Experts or Counsel 1 9K
18: EX-27.1 Financial Data Schedule (Pre-XBRL) 2 10K
19: EX-99.3 Miscellaneous Exhibit 25 153K
EX-3.3 — Articles of Incorporation/Organization or By-Laws
| EX-3.3 | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 3.3
RESTATED ORGANIZATION CERTIFICATE
OF
THE BANK OF GREENE COUNTY
We, Walter H. Ingalls, being the Chairman of the Board, J. Bruce
Whittaker, being the President and Chief Executive Officer, and Bruce P. Egger,
being the Secretary, of Greene County Savings Bank, do hereby certify as
follows:
FIRST, the name of the Corporation is Greene County Savings Bank.
SECOND, the Corporation was created by an act of the New York
legislature in 1889.
THIRD, the text of the Organization Certificate of Greene County
Savings Bank is hereby amended and restated in its entirety to read as follows:
Section 1. Corporate Title. The full corporate title of the institution
is The Bank of Greene County ("Savings Bank").
Section 2. Office. The principal office of the Savings Bank shall be
located in the County of Greene, City of Catskill, State of New York.
Section 3. Duration. The duration of the Savings Bank is perpetual.
Section 4. Purpose and Powers. The purpose of the Savings Bank is to
pursue any or all of the lawful objectives of a New York chartered capital stock
savings bank and to exercise all the express, implied, and incidental powers
conferred thereby and by all acts amendatory thereof and supplemental thereto,
subject to the Constitution and laws of New York and the United States as they
are now in effect, or as they may hereafter be amended, and subject to all
lawful and applicable rules, regulations, and orders of the New York State
Banking Department ("NYSBD").
Section 5. Capital Stock. The total number of shares of all classes of
the capital stock which the Savings Bank has authority to issue is one million
two hundred thousand (1,200,000), of which one million (1,000,000) shall be
common stock, par value $.01 per share, and of which two hundred thousand
(200,000) shall be preferred stock, par value $.01 per share. The shares may be
issued from time to time as authorized by the Board of Directors without further
approval of stockholders except as otherwise provided in this Section 5 or to
the extent that such approval is required by governing law, rule, or regulation.
The consideration for the issuance of the shares shall be paid in full before
their issuance and shall not be less than the par value. Neither promissory
notes or other obligations for future payment, nor future services shall
constitute payment or part payment for the issuance of shares of the Savings
Bank. The consideration for the shares shall be
1
cash, tangible or intangible property (to the extent direct investment in such
property would be permitted), labor or services actually performed for the
Savings Bank, or any combination of the foregoing. In the absence of actual
fraud in the transaction, the value of such property, labor, or services, as
determined by the Board of Directors of the Savings Bank, shall be conclusive.
Upon payment of such consideration, such shares shall be deemed to be fully paid
and nonassessable. In the case of a stock dividend, that part of the surplus of
the Savings Bank which is transferred to stated capital upon the issuance of
shares as a share dividend shall be deemed to be the consideration for their
issuance.
Except for shares issuable in connection with the conversion of the
Savings Bank from the mutual to the stock form of capitalization, no shares of
capital stock (including shares issuable upon conversion, exchange, or exercise
of other securities) shall be issued, directly or indirectly, to officers,
directors, or controlling persons of the Savings Bank other than as part of a
general public offering or as qualifying shares to a director, unless their
issuance or the plan under which they would be issued has been approved by a
majority of the total votes eligible to be cast at a legal meeting.
Nothing contained in this Section 5 (or in any supplementary sections
hereto) shall entitle the holders of any class or series of capital stock to
vote as a separate class or series or to more than one vote per share, provided
that this restriction on voting separately by class or series shall not apply:
(i) To any provision which would authorize the holders of
preferred stock, voting as a class or series, to elect some
members of the Board of Directors, less than a majority
thereof, in the event of default in the payment of dividends
on any class or series of preferred stock;
(ii) To any provision which would require the holders of preferred
stock, voting as a class or series, to approve the merger or
consolidation of the Savings Bank with another corporation or
the sale, lease, or conveyance (other than by mortgage or
pledge) of properties or business in exchange for securities
of a corporation other than the Savings Bank if the preferred
stock is exchanged for securities of such other corporation;
provided that no provision may require such approval for
transactions undertaken with the assistance or pursuant to the
direction of the NYSBD or the Federal Deposit Insurance
Corporation;
(iii) To any amendment which would adversely change the specific
terms of any class or series of capital stock as set forth in
this Section 5 (or in any supplementary sections hereto),
including any amendment which would create or enlarge any
class or series ranking prior thereto in rights and
preferences. An amendment which increases the number of
authorized shares of any class or series of capital stock, or
substitutes the surviving institution in a merger or
consolidation for the Savings Bank, shall not be considered to
be such an adverse change.
2
A description of the different classes and series (if any) of the
Savings Bank's capital stock and a statement of the designations, and the
relative rights, preferences, and limitations of the shares of each class of and
series (if any) of capital stock are as follows:
A. Common Stock. Except as provided in this Section 5 (or in any
supplementary sections hereto), the holders of the common
stock shall exclusively possess all voting power. Each holder
of shares of common stock shall be entitled to one vote for
each share held by such holder. Stockholders shall not be
entitled to cumulate their votes for election of directors.
Whenever there shall have been paid, or declared and
set aside for payment to the holders of the outstanding shares
of any class of stock having preference over the common stock
as to the payment of dividends, the full amount of dividends
and of sinking fund, or retirement fund, or other retirement
payments, if any, to which such holders are respectively
entitled in preference to the common stock, then dividends may
be paid on the common stock and on any class or series of
stock entitled to participate therewith as to dividends out of
any assets legally available for the payment of dividends.
In the event of any liquidation, dissolution, or
winding up of the Savings Bank, the holders of the common
stock (and the holders of any class or series of stock
entitled to participate with the common stock in the
distribution of assets) shall be entitled to receive, in cash
or in kind, the assets of the Savings Bank available for
distribution remaining after: (i) payment or provision for
payment of the Savings Bank's debts and liabilities; (ii)
distributions or provision for distributions in settlement of
its liquidation account; and (iii) distributions or provision
for distributions to holders of any class or series of stock
having preference over the common stock in the liquidation,
dissolution, or winding up of the Savings Bank. Each share of
common stock shall have the same relative rights as and be
identical in all respects with all of the other shares of
common stock.
B. Preferred Stock. The Savings Bank may provide in supplementary
sections to its Restated Organization Certificate for one or more classes of
preferred stock, which shall be separately identified. The shares of any class
may be divided into and issued in series, with each series separately designated
so as to distinguish the shares thereof from the shares of all other series and
classes. The terms of each series shall be set forth in a supplementary section
to the Restated Organization Certificate. All shares of the same class shall be
identical except as to the following relative rights and preferences, as to
which there may be variations between different series:
(a) The distinctive serial designation and the number of shares
constituting such series;
(b) The dividend rate or the amount of dividends to be paid on the
shares of such series, whether dividends shall be cumulative
and, if so, from which date(s), the payment
3
date(s) for dividends, and the participating or other special
rights, if any, with respect to dividends;
(c) The voting powers, full or limited, if any, of the shares of such
series;
(d) Whether the shares of such series shall be redeemable and, if
so, the price(s) at which, and the terms and conditions on
which, such shares may be redeemed;
(e) The amount(s) payable upon the shares of such series in the
event of voluntary or involuntary liquidation, dissolution, or
winding up of the Savings Bank;
(f) Whether the shares of such series shall be entitled to the
benefit of a sinking or retirement fund to be applied to the
purchase or redemption of such shares, and if so entitled, the
amount of such fund and the manner of its application,
including the price(s) at which such shares may be redeemed or
purchased through the application of such fund;
(g) Whether the shares of such series shall be convertible into,
or exchangeable for, shares of any other class or classes of
stock of the Savings Bank and, if so, the conversion price(s)
or the rate(s) of exchange, and the adjustments thereof, if
any, at which such conversion or exchange may be made, and any
other terms and conditions of such conversion or exchange;
(h) The price or other consideration for which the shares of such
series shall be issued; and
(i) Whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued
shares of serial preferred stock and whether such shares may
be reissued as shares of the same or any other series of
serial preferred stock.
Each share of each series of serial preferred stock shall have the same
relative rights as and be identical in all respects with all of the other shares
of the same series.
The Board of Directors shall have authority to divide, by the adoption
of supplementary Restated Organization Certificate sections, any authorized
class of preferred stock into series, and, within the limitations set forth in
this section and the remainder of this Restated Organization Certificate, fix
and determine the relative rights and preferences of the shares of any series so
established.
Prior to the issuance of any preferred shares of a series established
by a supplementary Restated Organization Certificate section adopted by the
Board of Directors, the Savings Bank shall file with the Superintendent of Banks
of the State of New York a dated copy of that supplementary
4
section of this Restated Organization Certificate establishing and designating
the series and fixing and determining the relative rights and preferences
thereof.
Section 6. Preemptive Rights. Holders of the capital stock of the
Savings Bank shall not be entitled to preemptive rights with respect to any
shares of the Savings Bank which may be issued.
Section 7. Liquidation Account. Pursuant to the requirements of the
NYSBD's regulations, the Savings Bank shall establish and maintain a liquidation
account for the benefit of its deposit account holders as of June 30, 1997 and
September 30, 1998 ("eligible depositors"). In the event of a complete
liquidation of the Savings Bank, it shall comply with such regulations with
respect to the amount and the priorities on liquidation of each of the Savings
Bank's eligible depositor's inchoate interest in the liquidation account, to the
extent it is still in existence; provided that an eligible depositor's inchoate
interest in the liquidation account shall not entitle such eligible depositor to
any voting rights at meetings of the Savings Bank's stockholders.
Section 8. Purchase Limitation Applicable for Three Years.
Notwithstanding anything contained in the Savings Bank's Restated Organization
Certificate or Bylaws to the contrary, for a period of three years from the date
of consummation of the mutual holding company reorganization by the Savings
Bank's mutual predecessor, no person (other than the Savings Bank's parent stock
holding company and its mutual holding company) shall directly or indirectly
acquire the beneficial ownership of more than 10% of any class of any equity
security of the Savings Bank.
In the event shares are acquired in violation of this Section 8, all
shares beneficially owned by any person in excess of 10% shall be considered
"excess shares" and shall not be counted as shares entitled to vote and shall
not be voted by any person or counted as voting shares in connection with any
matter submitted to the stockholders for a vote; provided, however, that a
person shall not be deemed to be the beneficial owner of shares represented by
proxies held by such person unless such shares are otherwise deemed beneficially
owned by such person.
For the purposes of this Section 8, the following definitions apply:
(i) The term "person" includes an individual, a firm, a group
acting in concert, a corporation, a partnership, an
association, a joint venture, a pool, a joint stock company, a
trust, any unincorporated organization or similar company, a
syndicate or any other group formed for the purpose of
acquiring, holding or disposing of the equity securities of
the Savings Bank or any other entity.
(ii) The term "acquire" includes every type of acquisition, whether
effected by purchase, exchange, operation of law or otherwise.
(iii) The term "acting in concert" means (a) knowing participation
in a joint activity or conscious parallel action towards a
common goal whether or not pursuant to an express agreement,
or (b) a combination or pooling of voting or other interests
in the
5
securities of an issuer for a common purpose pursuant to any
contract, understanding, relationship, agreement or other
arrangement, whether written or otherwise.
Section 9. Call for Special Meetings. Special meetings of the
stockholders for any purpose or purposes, unless otherwise prescribed by the
regulations of the NYSBD, may be called at any time by the Chairman of the Board
of Directors or the majority of the Whole Board of Directors (the term "Whole
Board of Directors" shall mean the total number of directors the Savings Bank
would have if there were no vacancies).
Section 10. Directors. The Savings Bank shall be under the direction of
a Board of Directors. The authorized number of directors, as stated in the
Savings Bank's Bylaws, shall not be less than seven (7) nor more than twenty
(20) except when a greater number is approved by the NYSBD or its delegatees.
Each of the following persons shall be a director of the Savings Bank
upon the effectiveness of this Restated Organization Certificate, for the terms
indicated or until his successor is elected and qualified, and they shall
constitute the initial Board of Directors of the Savings Bank:
Class I with terms to expire at the first annual meeting of
stockholders:
J. Bruce Whittaker
Dennis R. O'Grady
Martin C. Smith
Class II with terms to expire at the annual meeting of stockholders one
year thereafter:
Richard J. Buck
Raphael Klein
Anthony Camera, Jr.
Class III with terms to expire at the annual meeting of stockholders
two years thereafter:
Walter H. Ingalls
Paul Slutzky
David H. Jenkins, DVM
Section 11. Amendment of Charter. Except as provided in Section 5, no
amendment, addition, alteration, change, or repeal of this Restated Organization
Certificate shall be made, unless such is first proposed by a majority of the
Whole Board of Directors of the Savings Bank, then preliminarily approved by the
NYSBD, which preliminary approval may be granted by the NYSBD pursuant to
regulations specifying preapproved organization certificate amendments, and
thereafter approved by the affirmative vote of the holders of at least 80% of
the total votes eligible to be cast at a legal meeting. Any amendment, addition,
alteration, change or repeal so acted upon shall be
6
effective upon filing with the NYSBD in accordance with the regulatory
procedures or on such other date as the NYSBD may specify in its preliminary
approval.
Section 12. Amendment of Bylaws. No amendment, addition, alteration,
change or repeal of the Bylaws of the Savings Bank shall be made, unless made in
a manner consistent with the Regulations of the NYSBD and approved by a majority
of the Whole Board of Directors or by the affirmative vote of at least 80% of
the votes eligible to be cast by the stockholders of the Savings Bank at any
legal meeting.
Section 13. Indemnification. (a) Scope of Indemnification. Except to
the extent expressly prohibited by the New York Banking Law, the Savings Bank
shall indemnify each person made, or threatened to be made, a party to any
action or proceeding, whether criminal or civil, by reason of the fact that such
person or such person's testator or intestate is or was a director or officer of
the Savings Bank, or is or was serving, in any capacity, at the request of the
Savings Bank, any other corporation, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses, including attorneys' fees
and expenses reasonably incurred in enforcing such person's right to
indemnification, incurred in connection with such action or proceeding, or any
appeal therein, provided that no such indemnification shall be made if a
judgment or other final adjudication adverse to such person establishes that
such person's acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that such person personally gained in fact a financial profit or other
advantage to which such person was not legally entitled, and provided that no
such indemnification shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending action or proceeding
unless the Savings Bank has given its prior consent to such settlement or other
disposition.
(b) Reimbursement of Expenses. The Savings Bank shall advance or
promptly reimburse upon request any person entitled to indemnification hereunder
for all reasonable expenses, including attorneys' fees and expenses, reasonably
incurred in defending any action or proceeding in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of such
person to repay such amount if such person is ultimately found not to be
entitled to indemnification or, where indemnification is granted, to the extent
the expenses so advanced or reimbursed exceed the amount to which such person is
entitled; provided, however, that such person shall cooperate in good faith with
any request by the Savings Bank that common counsel be used by the parties to
any action or proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interests between or among
parties.
(c) Additional Rights. Nothing herein shall limit or affect any right
of any director, officer, or other corporate personnel otherwise than hereunder
to indemnification or expenses, including attorneys' fees and expenses, under
any statute, rule, regulation, certificate of incorporation, Bylaws, insurance
policy, contract, or otherwise. Without affecting or limiting the rights of any
director, officer or other corporate personnel pursuant to this Section 13, the
Savings Bank is authorized to enter into agreements with any of its directors,
officers or other corporate
7
personnel extending rights to indemnification and advancement of expenses to the
fullest extent permitted by applicable law
(d) Notice of Amendments or Elimination. Anything in this Restated
Organization Certificate to the contrary notwithstanding, no elimination or
amendment of this Section 13 adversely affecting the right of any person to
indemnification or advancement of expenses hereunder shall be effective until
the 60th day following notice to such person of such action, and no elimination
of or amendment to this Section 13 shall deprive any such person's rights
hereunder arising out of alleged or actual occurrences, act or failures to act
prior to such 60th day. Any amendments or eliminations made pursuant to this
Section 13 are only effective with regard to acts occurring after such date.
(e) Amendment or Elimination. The Savings Bank shall not, except by
elimination or amendment of this Section 13 in a manner consistent with the
preceding subsection (d), take any corporate action or enter into any agreement
which prohibits or otherwise limits the rights of any person to indemnification
in accordance with the provisions of this Section 13. The indemnification of any
person provided by this Section 13 shall continue after such person has ceased
to be a director or officer of the Savings Bank and shall inure to the benefit
of such person's heirs, executors, administrators and legal representatives.
(f) Severability of Provision. In case any provision in this Section 13
shall be determined at any time to be unenforceable in any respect, the other
provisions of this Section 13 shall not in any way be affected or impaired
thereby, and the affected provision shall be given the fullest possible
enforcement in the circumstances, it being the intention of the Savings Bank to
afford indemnification and advancement of expenses to its directors or officers,
acting in such capacities or in the other capacities mentioned herein, to the
fullest extent permitted by law.
8
IN WITNESS WHEREOF, we have made, signed and acknowledged this
Certificate in duplicate, this____day of _____________, 1998.
---------------------------
Walter H. Ingalls
Chairman of the Board
---------------------------
J. Bruce Whittaker
President and Chief Executive
Officer
---------------------------
Bruce P. Egger
Secretary
STATE OF NEW YORK )
) ss:
COUNTY OF GREENE )
On this ___ day of ________, 1998, there personally appeared before me
Walter H. Ingalls, J. Bruce Whittaker and Bruce P. Egger to me known to be the
individuals described in and who executed the foregoing certificate, and
severally acknowledged to me that they executed the same and that the contents
thereof are true.
Notary Public
----------------------------
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Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 9/30/98 | | 5 | | | | | None on these Dates |
| Filed on: | | 9/18/98 |
| | 6/30/97 | | 5 |
| List all Filings |
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