Attached files
Exhibit 3.2
Federal Home Loan Bank of Pittsburgh
Bylaws
ARTICLE I
Offices
Offices
Section 1 Principal Office: The principal office of the Bank shall be located in the
city of Pittsburgh, the county of Allegheny, the Commonwealth of Pennsylvania.
Section 2 Other Offices: The Bank may have such other offices as the Board of Directors
may designate or as the business of the Bank may require, from time to time.
ARTICLE II
Stockholders Meeting
Stockholders Meeting
Section 1 Annual Meeting: The Board of Directors shall determine annually whether there
shall be a meeting of the stockholders.
Section 2 Special Meetings: Special meetings of the stockholders for any purpose or
purposes may be called by the President or by any eight members of the Banks Board of Directors,
or by one-fourth of the stockholders of the Bank.
Section 3 Time and Place of Meeting: The Board of Directors may designate the time, day,
and place for any annual meeting or any special meeting called by the Board of Directors. If a
special meeting is called by the President, the Board of Directors shall designate the time, day,
and place for a special meeting to be held not less than 15 days, nor more than 60 days after such
request therefor. Should the Board of Directors fail to act for a period of 30 days after the
request for a special meeting, the Corporate Secretary shall designate a time, day, and place for
such a meeting. Any annual or special meeting shall be held within the Third District.
Section 4 Notice of Meeting: The Corporate Secretary shall mail to each stockholder at
its last known address as shown on the books of the Bank a notice of any annual or special meeting.
Such notice shall be sent at least ten days before such meeting and shall contain a statement of
the purpose(s) and of the time, day, and place of the meeting.
Section 5 Quorum: The stockholders present shall constitute a quorum for the transaction
of any business at a meeting of the stockholders.
Section 6 Voting: Each stockholder of the Bank shall be entitled at every meeting of the
stockholders to cast one vote for the transaction of any business coming before the meeting. The
board of directors of each stockholder shall designate the officer or agent that may cast a vote at
the stockholders meeting.
ARTICLE III
Directors
Directors
Section 1 General Powers: The management of the business and the affairs of the Bank
shall be vested in its Board of Directors.
Section 2 Number, Tenure, and Qualifications: The number of Directors of the Bank shall
consist of 14 persons or such other number as determined by the Federal Housing Finance Agency
(Finance Agency). All Directors shall meet and maintain all eligibility requirements for such
office. Member Directors must constitute a majority of the Board but not more than 60 percent and
Independent Directors must comprise not fewer than 40 percent of the Board, and at least two
Independent Directors must also qualify as public interest directors. The Directors shall be
nominated and elected in such manner and for such terms of office as provided in the Federal Home
Loan Bank Act, as amended (Bank Act) and the Rules and Regulations of the Finance Agency.
Section 3 Director Elections:
a) | Classification. Directors are divided into two classes: |
i) | Member Directors, who are elected by a plurality of the votes of the members of a state located in the district from among eligible persons nominated by a member institution within that state; and | ||
ii) | Independent Directors, who are elected by a plurality of the votes of the members of the Bank at large from among eligible persons nominated by the Board after consultation with the Affordable Housing Advisory Council of the Bank. |
b) | Independent Director Nomination Procedures. The following activities shall be conducted in accordance with procedures adopted by the Governance Committee from time to time: |
i) | Nominations. The Governance Committee shall notify the members and the Affordable Housing Advisory Council that it is seeking nominations for open Independent Directorships. The Governance Committee will identify Independent Director candidates from the completed nominating certificates received prior to the date set by the Bank for delivery of nominating certificates. | ||
ii) | Consultation with the Affordable Housing Advisory Council. Prior to recommending any individual for an Independent Directorship, representatives of the Board will consult with members of the Affordable Housing Advisory Council. | ||
iii) | Nominating Independent Directors. The Governance Committee shall make recommendations to the Board of Directors on nominations for Independent Directorships. | ||
iv) | Board Nomination of Independent Directors. The Board of Directors shall select the Independent Director nominees for election. Prior to announcing any Independent Director nominee, the Bank shall deliver to the Finance Agency a copy of the Independent Director Application Forms submitted by the nominees. |
Section 4 Regular Meetings: Regular meetings of the Board of Directors may be held at
such place and time as shall be determined, from time to time, by resolution of the Board of
Directors; provided, however, that such meetings shall be held at least quarter-annually. Regular
meetings may be held without notice thereof. Regular meetings may be held by telephone
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conference
or other electronic means at which all members of the Board attending the meeting are able to hear
and be heard by all other persons who are participating.
Section 5 Special Meetings: Special meetings of the Board of Directors may be called by
its Chair or the President of the Bank and shall be called by the Corporate Secretary on the
written request of three Directors stating the reasons therefor.
Section 6 Special Meeting Notice: Notice of any special meeting shall be given at least
five days previously thereto by written notice delivered or mailed to each Director, by e-mail or
by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, properly addressed with postage thereon prepaid. If notice is given by e-mail, such
notice shall be deemed to be delivered when the e-mail is sent to the last e-mail address provided
to the Bank by each Director. If notice is given by facsimile, such notice shall be deemed to be
delivered when the notice has been transmitted with a machine-produced receipt of proper
transmittal generated. Any Director may waive notice of any meeting. The attendance of a Director
at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business because the meeting
is not lawfully called or convenient. The notice of such special meeting shall stipulate the time
and place of such meeting and shall contain the statement of the purpose(s) of such meetings. Such
meetings may be held at any time and place without previous notice if all the Directors are
actually present, or notice may be waived by any Director.
Section 7 Quorum: At any regular or special meeting of the Board of Directors, the
majority of those authorized to act as Directors shall constitute a quorum for the transaction of
business. If less than the majority is present at a meeting, the majority of the Directors present
may adjourn the meeting, from time to time, without further notice.
Section 8 Officers of the Board: There shall be a Chair who shall be elected by a
majority of the Board of Directors. The Chair of the Board of Directors shall, when present,
preside at all meetings of the Board of Directors and of the stockholders. The Chair shall in
general perform all duties incident to the office and such other duties as shall be prescribed by
the Board of Directors, from time to time.
There shall also be a Vice Chair who shall be elected by a majority of the Board of Directors. In
the absence or disability of the Chair, the Vice Chair shall exercise all powers and discharge all
of the duties of the Chair, including presiding at meetings of the Board of Directors and of the
stockholders. The Vice Chair shall also perform all duties incident
to the office and such other duties as shall be prescribed by the Board of Directors, from time to
time.
A Chair, Vice Chair, acting Chair or acting Vice Chair of the Board of Directors may be removed
from his or her position as an officer of the Board of Directors for good cause by vote of a
majority of the Directors. A successor to the officer being removed shall then be elected by a
majority of the Directors to complete the remaining term of the office of the Director.
Section 9 Corporate Secretary: The Corporate Secretary shall (a) keep the minutes of
the proceedings of the Board of Directors and Executive Committee in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the provisions of these
Bylaws; (c) be custodian of the corporate records and of the seal of the Bank; and (d) in general,
perform all duties incident to the office of the Corporate Secretary and such other
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duties as, from
time to time, may be assigned to him or her by the President or by the Board of Directors.
Section 10 Order of Business: At meetings of the Board of Directors, business shall be
transacted in such order as, from time to time, the Board of Directors may determine by resolution.
In the absence of the Chair and Vice Chair, a Chair pro tempore selected by the Board of Directors
shall preside.
Section 11 Consent of Directors In Lieu of Meeting: Any action required to be taken at
any meeting of the Board may be taken without a meeting if a majority of the members of the Board
consent to such action in writing (including, without limitation, a writing executed via electronic
means) and the writing or writings are filed with the minutes of the proceedings of the Board.
Section 12 Vacancies: When a vacancy occurs on the Board of Directors, the remaining
Directors shall elect an individual to fill the unexpired term of office of the vacant directorship
by a majority vote, regardless of whether the remaining Directors constitute a quorum.
Section 13 Compensation: Members of the Board of Directors shall receive compensation
for their services as provided for in a resolution appropriately adopted by the Board of Directors,
from time to time, subject to any requirements or limitations set forth by the Finance Agency.
ARTICLE IV
Committees
Committees
Section 1 Executive Committee: At the first meeting of each fiscal year, the Board of
Directors shall select an Executive Committee consisting of the Chair of the Board, who shall serve
as Chair of the Executive Committee; the Chair of each Standing Committee of the Board of
Directors, if any; and any other member of the Board so elected to the Executive Committee. The
Secretary of the Executive Committee shall be the Corporate Secretary. During the intervals
between the meetings of the Board of Directors, the Executive Committee shall possess and may
exercise all of the powers of the Board of
Directors in the management and direction of the affairs of the Bank in all cases in which specific
directions shall not have been given by the Board of Directors. All action by the Executive
Committee shall be reported to the Board of Directors at its meeting next succeeding such action
and shall be subject to revision and alteration by the Board of Directors; provided, however, that
no rights of third party shall be effected by any such revision or alteration. Regular minutes of
the proceeding of the Executive Committee shall be kept in a book provided for that purpose. In
the event that any member(s) of the Executive Committee named by the Board of Directors are
unavailable for duty, any member of the Board of Directors may be selected by the person calling a
meeting of the Executive Committee and may serve and shall be in power to act as an alternate
member of the Executive Committee. A majority of the Executive Committee shall be necessary to
constitute a quorum, and in every case, the affirmative vote of the majority of the members shall
be necessary for the passage of any resolution. The Executive Committee may act by the written
resolution of a quorum thereof; although not formally convened, it shall fix its own rules and
procedures, and shall also meet at the call of the Chair, Vice Chair, the President, or Vice
President of the Bank.
Section 2 Telephone Meetings: Whenever the person calling a meeting of a Committee
determines that in the interest of time and economy, it is desirable that a meeting(s) of the
Committee to be so held, such meeting shall be conducted by telephone conference or other
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acceptable electronic method at which all members of the Committee attending the meeting are able
to hear and be heard by all other persons who are participating. At such telephone meetings, the
Committee is in power to act upon any matter(s) requiring action, notwithstanding that the same may
not have been included in an agenda submitted to members prior to such meeting. The majority of
the Committee shall be necessary for the passage of any action. Minutes of such meetings of the
Committee shall be kept in the same manner as the minutes of other meetings.
Section 3 Audit Committee: At the first meeting of each fiscal year, the Board of
Directors shall select an Audit Committee comprised of Directors who shall meet the criteria for
independence set forth in the Bank Act and the Rules and Regulations of the Finance Agency. The
terms of the members of the Audit Committee shall be staggered to provide for continuity of
service. The Secretary of the Audit Committee shall be the Internal Auditor of the Bank. The
Audit Committee shall operate in accordance with the Rules and Regulations of the Finance Agency
and its Charter.
Section 4 Governance Committee: At the first meeting of each fiscal year, the Board of
Directors shall select a Governance Committee that shall have general responsibility for
establishing and overseeing the processes of the Board of Directors. The Governance Committee
shall be responsible for nominating candidates for the positions of Chair and Vice Chair of the
Board of Directors, and for nominating candidates for the positions of Chairs and members of each
Committee of the Board. The Governance Committee shall also have the responsibility to oversee the
election of Directors process. The Secretary of the Governance Committee shall be the General
Counsel of the Bank. The Governance Committee shall operate in accordance with its Charter.
Section 5 Committees: The Board of Directors may elect such other Standing Committees
each to consist of two or more Directors as it may, from time to time, determine which Committees
shall serve for such term and shall have and may exercise
such duties, functions, and powers as the Board of Directors may, from time to time, prescribe in
the Charter for such Committees. In addition to the foregoing, the Board of Directors may, from
time to time, designate a member(s) of the Board of Directors as a special Ad Hoc Committee to
handle such matters and with such powers as the Board of Directors may specify. Any Committee may
have additional responsibilities as determined by the Board of Directors. All action taken by any
Committee shall be reported to the Board of Directors at such times as the Board of Directors shall
direct. Any Committee may elect one or more Subcommittees, consisting of two or more Directors,
for such term and having such duties, functions, and powers as the Committee may, from time to
time, prescribe. All action taken by any Subcommittee shall be reported to the Committee at such
times as the Committee shall direct.
Section 6 Consent of Directors in Lieu of Meeting: Any action required to be taken at
any meeting of a Committee may be taken without a meeting if a majority of the members of the
Committee consent to such action in writing (including, without limitation, a writing executed via
electronic means) and the writing or writings are filed with the minutes of the proceedings of the
Committees.
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ARTICLE V
Officers and Employees
Officers and Employees
Section 1 Election or Appointment of Officers: The officers of the Bank shall be a
President, Treasurer, Secretary and one or more Vice Presidents, all of whom shall be appointed as
set forth herein. One person may hold any two offices. The Board of Directors may also appoint
such other officers as they shall deem necessary and who shall have such authority and shall
perform such duties as, from time to time, may be prescribed by the Board of Directors.
Section 2 President: The President shall be the Chief Executive Officer of the Bank and,
as such, shall be primarily responsible for the operation and management of the Bank and shall see
that all orders and resolutions of the Board of Directors are carried into effect. The President
shall preside at all meetings of the stockholders, in the absence of the Chair and the Vice Chair
of the Board.
Section 3 Other Officers: The other officers shall have such powers and duties as are
usually incident to their respective offices and such as may be assigned to them by the Board of
Directors or the President. They shall have full responsibility for the operation of the Bank
under the direction of the Board of Directors, the Executive Committee and the President. They
shall make a full report to the Committees of the Board of Directors of matters under consideration
or to be considered by such Committees and shall see that a full report of the operation of the
Bank is made to the Board of Directors at each regular meeting.
Section 4 Term of Office: The Board of Directors shall designate the officers of the
Bank, or in its sole discretion it may elect to designate only a subset of officers delegating to
the President the authority to designate other officers of the Bank. All officers shall hold
office until their respective successors are appointed and qualified. Any officer appointed by the
Board of Directors may be removed from the office at any meeting of the Board of
Directors with or without cause by the affirmative vote of the majority of the Directors then in
office whenever, in their judgment, the business interest of the Bank will be served thereby. Any
officer appointed by the President may be removed by the President with or without cause at any
time whenever, in the judgement of the President, the business interest of the Bank will be served
thereby. An officer may resign by written notice to the Bank. The resignation shall be effective
upon receipt by the Bank or at a subsequent time specified in the notice of resignation. The Board
of Directors or the President as so delegated shall have the power to fill any vacancy in any
offices occurring from whatever reason.
Section 5 Compensation: The Board of Directors shall fix the compensation of the
officers or a subset of officers and may delegate the authority to set the salaries of all other
officers and employees to the President.
Section 6 Employees: There shall also be such other employees as the President or Board
of Directors may authorize or whose appointment the Board of Directors may ratify, and they shall
have such duties as shall be assigned to them by the Board of Directors and the President of the
Bank.
Section 7 Legal Counsel: The Board of Directors may appoint a General Counsel who shall
advise the Board of Directors and officers on all legal matters affecting the Bank, and shall
perform such additional duties as may be assigned to him or her by the Board of Directors or the
President.
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ARTICLE VI
Capital Stock
Capital Stock
Section 1 Issue of Stock: The Bank shall maintain a book entry system whereby the Bank
shall issue stock upon payment therefor, and the member stockholder shall acquire ownership
interest in stock so issued solely and exclusively by notation upon the books of the Bank of the
number of shares of stock issued in the name of the member stockholder.
Section 2 Transfer of Stock: Subject to the provisions of the Bank Act and the Rules and
Regulations of the Finance Agency, shares of stock of the Bank shall be transferable only upon its
books by the duly authorized representative of the member stockholder thereof as shown on the books
of the Bank.
Section 3 Dividends: Dividends may be declared by the Board of Directors at its
discretion out of current net earnings or previously retained earnings remaining after all reserves
and charge-offs required under the Bank Act have been provided for.
ARTICLE VII
General Provisions
General Provisions
Section 1 Minutes: Accurate minutes of all meetings of the Board of Directors, the
Executive Committee, the Audit Committee, the Governance Committee, and any other
Committee shall be signed by the presiding officer and attested to by the secretary officiating at
such meetings. The original copies of such minutes shall be preserved by the Bank in minute books
in custody of the Corporate Secretary but available to any member of the Board of Directors, or to
any examiner or other official representative of the Finance Agency.
Section 2 Banking Hours: The Bank shall be kept open for business for such hours as the
Board of Directors or President shall fix, and employees shall remain in performance of their
duties for such hours as may be required by the Board of Directors or President.
Section 3 Deposits: All funds of the Bank not otherwise employed shall be deposited,
from time to time, to the credit of the Bank in such banks, trust companies, or other depositories
as the Board of Directors may select, all in accordance with any applicable regulatory
requirements.
Section 4 Budget: The President of the Bank shall prepare and submit to the Board of
Directors a proposed budget for the following calendar year. The Board of Directors shall promptly
consider the proposed budget and shall adopt the budget for the following calendar year.
Section 5 Insurance: The Bank shall have the power to purchase and maintain insurance on
the assets of the Bank and surety bonds covering all officers, employees, and agents having control
over or access to monies or securities owned by the Bank or in its possession. The Bank may also
purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee
or agent of the Bank or is or was serving at the request of the Bank as a Director, officer,
employee or agent of any corporation, partnership, joint venture, trust or other enterprise against
any liability asserted or threatened against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Bank would have the power to indemnify him
against such liability under the provisions of this Article VII.
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Section 6 (a) Right to Indemnification. Each person who was or is a party or is
threatened to be made a party to or is involved in any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (Proceeding), by
reason of the fact that he or she, or a person of whom he or she is the legal representative, is or
was a Director or officer of the Bank or, as a Director or officer of the Bank, is or was serving
at the request of the Bank or as required by law as a Director, officer, employee, member or agent
of another corporation, partnership, joint venture, trust, council, advisory committee or other
enterprise, including service with respect to employee benefit plans, whether the basis of such
Proceeding is alleged action in an official capacity as a Director, officer, trustee, employee or
agent or in any other capacity, shall be indemnified and held harmless by the Bank to the fullest
extent not prohibited by law, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the Bank to provide broader
indemnification rights than said law permitted the Bank to provide prior to such amendment),
against all expenses, liability and loss (including attorneys fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith; provided, however, that the Bank shall indemnify any such
person seeking indemnity in connection with an action, suit or proceeding (or part thereof)
initiated by such person only
if such action, suit or proceeding (or part thereof) initiated by such person was authorized by the
Board of Directors of the Bank. Such right shall include the right to be paid by the Bank
expenses, including attorneys fees, incurred in defending any such Proceeding in advance of its
final disposition; provided, however, that the payment of such expenses in advance of the final
disposition of such Proceeding shall be made only upon delivery to the Bank of an undertaking, by
or on behalf of such Director or officer, in which such Director or officer agrees to repay all
amounts so advanced if it should be ultimately determined that such person is not entitled to be
indemnified under this resolution or otherwise.
(b) Determination of Right to Indemnification. Indemnification under paragraph (a)
shall be made promptly, and in any event within 30 days after a written claim therefor has been
received by the Bank, unless a determination is made by the Bank reasonably and within such 30-day
period, in the manner described herein, that the Bank is prohibited from paying such
indemnification. Such determination shall be based on the facts known at the time and shall be
made (i) by a majority vote of a quorum consisting of Directors of the Bank who were not and are
not parties to or threatened to be made a party to such Proceeding, or (ii) if such a quorum of
disinterested Directors so directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been retained by or who has
performed services, for the Office of Finance, any Federal Home Loan Bank, or any person to be
indemnified, or (iii) by the court in which such Proceeding was brought or any other court of
competent jurisdiction.
(c) Right of Claimant to Bring Suit. (i) If a claim under paragraph (a) is not paid
in full by the Bank within 30 days after a written claim therefor has been received by the Bank,
the claimant may any time thereafter bring suit against the Bank to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of
its final disposition where the required undertaking has been tendered to the Bank) that the Bank
is prohibited by law to indemnify the claimant for the amount claimed, but the burden of proving
such defense shall be on the Bank.
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(ii) Neither the failure of the Bank (including its Board of Directors or independent legal
counsel) to have made a determination prior to the commencement of such action that indemnification
of the claimant is proper in the circumstances nor an actual determination by the Bank (including
its Board of Directors or independent legal counsel) that the claimant is not entitled to
indemnification, shall be a defense to the action or create a presumption that the claimant is not
entitled to the indemnification.
(d) Contractual Rights; Applicability. The right to be indemnified or to the
reimbursement or advancement of expenses pursuant hereto (i) is a contract right based upon good
and valuable consideration, pursuant to which the person entitled thereto may bring suit as if the
provisions hereof were set forth in a separate written contract between the Bank and the Director
or officer, (ii) is intended to be retroactive and shall be available with respect to events
occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or
restrictive modification hereof with respect to events occurring prior thereto.
(e) Requested Service. Any Director or officer of the Bank who solely by virtue of
being a Director or officer of the Bank is or was serving as a Director, officer, employee, member
or agent of another corporation, partnership, joint venture, trust, council, advisory committee or
other enterprise, including service with respect to employee benefit plans, shall be deemed to be
doing so at the request of the Bank.
(f) Non-Exclusivity of Rights. The rights conferred on any person by paragraphs (a)
and (c) shall not be exclusive of and shall be in addition to any other right which any person may
have or may hereafter acquire under any statute, provision of the Articles of Incorporation, Code
of Regulations, resolution, agreement, vote of disinterested Directors or otherwise.
Section 7 Checks, Drafts, Etc.: All checks, drafts, or other orders for the payment of
money, notes, or other evidence of indebtedness issued in the name of the Bank shall be signed by
any such officers or agents and in such manner as shall, from time to time, be determined by
resolution of the Board of Directors.
Section 8 Signing of Papers: All contracts, deeds, bonds, assignments, releases, or
other legal documents of the Bank shall be signed by an officer or other authorized employee of the
Bank.
Section 9 Operations: The Bank shall operate and conduct business within the provisions
of the Bank Act, the Rules and Regulations of the Finance Agency, its certificate of organization,
and these Bylaws.
Section 10 Fiscal Year: The fiscal year of the Bank shall begin on the first day of
January.
Section 11 Emergency Action: In the event of an emergency, the President (or in the
Presidents absence, two or more of the highest ranking and available officers of the Bank) is
authorized to declare that an emergency exists and to take such actions as are considered necessary
or appropriate in order to address such emergency or to provide for the uninterrupted continuance
of the business of the Bank. To the extent possible or practicable, the entire Board shall be
notified of the emergency and of the emergency actions being considered. Notwithstanding the
preceding, whenever the aforementioned officers are of the opinion that an emergency exists and
that notification to the Board is not possible or is impractical under the circumstances, such
officers shall have authority to declare that an emergency exists and to take such actions as they
deem to be necessary or appropriate to effectuate the purposes of
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this provision. In the event of
an emergency, all available members of the Board shall be considered a quorum for Board action.
Any provisions of these Bylaws and any Board resolutions that are contrary to this provision shall
be suspended until it shall be determined by said officers or Board members that the conduct and
management of the Bank shall resume under the otherwise applicable Bylaws provisions and
resolutions. For purposes of this provision, emergency means any condition that: (i)
significantly interferes, or may significantly interfere, with the conduct of normal business
operations of the Bank; or (ii) poses an imminent or existing threat to the safety and security of
persons or property, or both. Without limitation, an emergency condition, as defined hereinabove,
may arise as a result of any one or more of the following: fire; earthquake; flood; wind; rain or
snow storm;
power failure; labor dispute; transportation failure; war or warlike condition; act or threatened
act of terrorism; bombing or bomb threat; and riot; civil commotion or other acts of lawlessness or
violence.
Section 12 Amendment: The Bylaws of the Bank may be amended by the affirmative vote of a
majority of the Board of Directors at any regular or special meeting of the Board of Directors
provided that each Director shall have been given notice of the proposed amendment and of the form
of such amendment at least ten days preceding any meeting called for such purpose. The Bylaws may
be amended by the affirmative vote of the majority of the Board of Directors at any regular meeting
without written notice of the proposed amendment and of the form of the amendment being given to
each Director provided that the form of the proposed amendment has been submitted to the previous
regular meeting of the Board of Directors and has been incorporated in the minutes of said meeting.
Section 13 Corporate Seal: The seal of the Bank shall be as affixed hereto and shall be
in charge of the Corporate Secretary.
Revised 2/2010
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