Attached files
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| 8-K - CHEMUNG FINANCIAL CORPORATION - 8K - MAY 16, 2012 - CHEMUNG FINANCIAL CORP | cfc8k5162012.htm |
| EX-10.1 - MARK A. SEVERSON'S CHANGE OF CONTROL AGREEMENT - CHEMUNG FINANCIAL CORP | seversoncic.htm |
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CHEMUNG FINANCIAL CORPORATION
BY-LAWS
Amended to May 16, 2012
ARTICLE I
Offices
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SECTION 1.
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Principal Office
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The principal office of the Corporation shall be located in the City of Elmira, County of
Chemung and State of New York.
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SECTION 2.
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Other Offices
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The Corporation may also have such other offices, either within or without the State of New
York, as the Board of Directors may from time to time determine or the business of the Corporation
may require.
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ARTICLE II
Shareholders
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SECTION 1.
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Place of Meetings of Shareholders
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Meetings of shareholders may be held at such place, within or without the State of New York,
as may be fixed by the Board of Directors.
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SECTION 2.
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Annual Meeting of Shareholders
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A meeting of shareholders shall be held annually on such date and at such place and time
as may be fixed by the Board of Directors for the election of directors and the transaction of other
business.
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SECTION 3.
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Special Meetings of Shareholders
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Special meetings of the shareholders may be called by the Board of Directors or by the
chairman of the board or by the president. Such call shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting shall be confined to the purpose or
purposes for which the meeting is called.
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SECTION 4.
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Fixing Record Date
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The Board of Directors may fix, in advance, a date as the record date for purpose of
determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for
the purpose of determining shareholders entitled to receive payment of any dividend or the allotment
of any rights, or for the purpose of any other action. Such date shall be not more than sixty (60) nor
less than ten (10) days before the date of such meeting nor more than 60 days before any other
action. If no record date is fixed, the record date for the purpose of determining shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given and for all other purposes shall be at close of business on
the day on which the resolution of the Board of Directors relating thereto is adopted.
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SECTION 5.
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Notice of Meetings of Shareholders
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Written notice of every meeting of shareholders shall state the place, date and hour of the
meeting and unless it is the annual meeting, indicate that it is being issued by or at the direction of the
person or persons calling the meeting. Notice of a special meeting shall also state the purpose or
purposes for which the meeting is called. If, at any meeting, action is proposed to be taken which
would, if taken, entitle shareholders fulfilling the statutory requirements to receive payment for their
shares, the notice of such meeting shall include a statement of that purpose and to that effect. A copy of the notice of any meeting shall be given, personally or by mail, not less than ten (10) nor more than
sixty (60) days before the date of the meeting, to each shareholder entitled to vote at such meeting.
If mailed, such notice shall be deemed given when deposited in the United States mail, with postage
thereon prepaid, directed to the shareholder at the address as it appears on the record of
shareholders or, if the shareholder shall have filed with the secretary of the Corporation a written
request that notices be mailed to some other address, then directed to the shareholder at such other
address.
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SECTION 6.
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Adjourned Meetings
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When a determination of shareholders entitled to notice of or to vote at any meeting of
shareholders has been made, such determination shall apply to any adjournment thereof, unless the
Board of Directors fixes a new record date for the adjourned meeting. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time
and place to which the meeting is adjourned are announced at the meeting at which the adjournment
is taken, and at the adjourned meeting the corporation may transact any business that might have
been transacted on the original date of the meeting. However, if after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record on the new record date entitled to notice.
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SECTION 7.
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List of Shareholders
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A list of shareholders as of the record date, certified by the secretary or by the transfer agent,
shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any
shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person
presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the
persons challenged to vote at such meetings, and all persons who appear from such list to be
shareholders entitled to vote thereat may vote at such meeting.
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SECTION 8.
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Quorum of Shareholders
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The holders of a majority of the shares entitled to vote shall constitute a quorum at a meeting of
shareholders for the transaction of any business. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholders. Despite the absence of a
quorum, the shareholders present may adjourn the meeting.
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SECTION 9.
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Proxies
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Every shareholder entitled to vote at a meeting of shareholders or to express consent
or dissent without a meeting may authorize another person or persons to act for him or her by proxy.
Every proxy must be signed by the shareholder or the shareholder's attorney-in-fact. No proxy
shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in
the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except in
those cases where an irrevocable proxy is provided by law.
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SECTION 10.
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Inspectors at Shareholders Meetings
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The Board of Directors, in advance of any shareholders meeting, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the
person presiding at a shareholders meeting shall appoint inspectors. If appointed on the request of
one or more shareholders, the holders of a majority of shares present and entitled to vote thereat shall
determine the number of inspectors to be appointed. In case any person appointed fails to appear or
act, the vacancy may be filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the
discharge of duties, shall take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of the inspector's ability. The inspectors shall
determine the number of shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising in connection with the
right to the result, and do such acts as are proper to conduct the election or vote with fairness to all
shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote
thereat, the inspectors shall make a report in writing of any challenge, question or matter determined
by them and execute a certificate of any fact found by them. A report or certificate made by them shall
be prima facie evidence of the facts stated and of the vote as certified by them.
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SECTION 11.
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Qualifications of Voters
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Every shareholder of record shall be entitled at every meeting of shareholders to one vote for
every share standing in their name on the record of shareholders.
Neither treasury shares nor shares held by another domestic or foreign corporation of any type
or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation
is held by the Corporation, shall be voted at any meeting or counted in determining the total number of
outstanding shares.
Shares held by an administrator, executor, guardian, conservator, committee, or other
fiduciary, except a trustee, may be voted by him or her, either in person or by proxy, without transfer of
such shares into his or her name. Shares held by a trustee may be voted by the trustee, either in
person or by proxy, only after the shares have been transferred into the name of the trust or into the
name of a nominee.
Shares held by or under the control of a receiver may be voted by the receiver without the
transfer thereof into the receiver's name if authority so to do is contained in an order of the court by
which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares until the shares
have been transferred into the name of the pledgee, or a nominee of the pledgee.
Shares standing in the name of another domestic or foreign corporation of any type or kind
may be voted by such officer, agent or proxy as the By-Laws of such corporation may provide or, in
the absence of such provision, as the Board of Directors of such corporation may determine.
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SECTION 12.
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Vote of Shareholders
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Directors shall, except as otherwise required by law, be elected by a plurality of the votes cast
at a meeting of shareholders by the holders of shares entitled to vote in the election. Any other
corporate action by vote of the shareholders shall, except as otherwise required by law, these By-
Laws or the certificate of incorporation, be authorized by a majority of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote thereon.
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SECTION 13.
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Conduct of Shareholders' Meeting
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The Officer presiding over the shareholders' meeting may establish such rules and regulations
for the conduct of the meeting as the presiding Officer may deem to be reasonably necessary or
desirable for the orderly and expeditious conduct of the meeting.
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SECTION 14.
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Shareholder Proposals
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No shareholder shall be entitled to submit a proposal to a meeting of shareholders unless at
the time of submitting the proposal, the shareholder shall be a record or beneficial owner of a least 1%
or $2,000 in market value of shares entitled to be voted at the meeting, and shall have held such
shares for at least one year and shall continue to own such shares through the date on which the
meeting is held. A shareholder meeting the above requirements shall deliver to the secretary of the
Corporation not later than 120 days prior to the date on which the Corporation's proxy statement was
mailed to shareholders in connection with the previous year's annual meeting, the text of any proposal
which the shareholder intends to propose at an annual meeting of shareholders and a notice of the
intention of the shareholder to present such proposal at the meeting. A proposal to be presented at
any meeting of shareholders other than an annual meeting shall be delivered to the secretary a
reasonable time before the mailing of the Corporation's proxy material.
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ARTICLE III
Directors
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SECTION 1.
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Board of Directors
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The business of the Corporation shall be managed under the direction of its Board of Directors.
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SECTION 2.
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Qualifications of Directors
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Each director shall be at least 18 years of age and shall automatically cease to be a director at
the next annual meeting after which he or she attains the age of seventy-two (72) years. The Board of
Directors may waive the limitation in its discretion or establish a greater age from time to time. Each
non-employee director shall directly own within one year following election to the Board of Directors,
and at any time thereafter, at least 500 shares of capital stock of the corporation.
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SECTION 3.
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Number of Directors
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The number of directors constituting the entire Board shall be thirteen (13). This number may
be increased or decreased from time to time by amendment of these Bylaws, provided, however, that
the number may not be decreased to less than three (3). No decrease in the number of directors shall
shorten the term of any incumbent director.
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SECTION 4.
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Election and Term of Directors
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The directors shall be classified by the Board of Directors with respect to the time for which
they severally hold office, into three classes, as nearly equal in number as possible. One of said
classes shall be elected at each annual meeting with the directors of each class to hold office for a
term of three (3) years or until their successors are elected and qualified. Newly created directorships
resulting from an increase in the number of directors shall be classified by the Board of Directors when
the directorship is created.
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SECTION 5.
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Nominations for Directors
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Nominations of directors to be elected at an annual meeting of shareholders may be made by
the Board of Directors or a committee of independent directors designated by the Board of Directors or
by any shareholder entitled to vote at such meeting. Nominations made by the Board of Directors or
its committee shall be made at a meeting of the Board of Directors, or such committee or by written
consent of directors in lieu of a meeting, not later than 60 days prior to the date of any meeting of
shareholders called for the election of directors. The secretary of the Corporation shall request that
each such proposed nominee provide the Corporation with such information concerning himself or
herself as is required, under the rules of the Securities and Exchange Commission, to be included in
the Corporation's proxy statement soliciting proxies for the nominee's election as a director. Any
shareholder who intends to make a nomination at any annual meeting of shareholders shall deliver to
the secretary of the Corporation not later than 120 days prior to the date on which the Corporation's
proxy statement was mailed to shareholders in connection with the previous year's annual meeting, or
if such nomination is to be made at a meeting of shareholders other than an annual meeting, a
reasonable time before the mailing of the Corporation's proxy material, a notice setting forth (i) the
name, age, business address and residence address of each nominee proposed in such notice, (ii) the
principal occupation or employment of each such nominee, (iii) the number of shares of capital stock
of the Corporation which are owned of record and beneficially by each such nominee and (iv) a
description of all arrangements or understandings between the shareholder making the nomination
and each candidate and any other person or persons (naming such other person or persons) under
which such nominations are to be made, (v) detailed biographical data and qualifications of any
information regarding the candidate and the corporation within the last three years, and (vi) such other
information concerning each such nominee as would be required, under the rules of the Securities and
Exchange Commission, in a proxy statement soliciting proxies for the election of such nominees.
A shareholder's recommendation and nomination must include the name and address of the
shareholder as they appear on the corporation's books, the number of shares beneficially owned by
the shareholder and the date such shares were acquired, any material interest of the shareholder in
such nomination and a statement in support of the candidate with references.
Such notice shall include a signed consent of such nominee to serve as a director of the
Corporation, if elected. In the event that a person is validly designated as a nominee in accordance
with the provisions of this section and shall thereafter become unable or unwilling to stand for election
to the Board of Directors, the Board of Directors, its committee, or the shareholder who proposed such
nominee, as the case may be, may designate a substitute nominee. If the secretary of the meeting of
shareholders called for the election of directors determines that a nomination was not made in
accordance with the foregoing procedures, such nomination shall be void.
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SECTION 6.
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Vacancies
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Vacancies in the Board of Directors, including vacancies resulting from an increase in the
number of directors, shall be filled by vote of the remaining members of the Board. A director elected
to fill a vacancy in the Board of Directors shall become a member of the same class of directors in
which the vacancy existed; but if the vacancy is due to an increase in the number of directors, the new
director shall be designated as belonging in Class 1, Class 2 or Class 3 so as to maintain the three
classes of directors as nearly equal in number as possible.
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SECTION 7.
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Removal of Directors
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Any director, an entire class of directors or the entire Board of Directors may be removed from
office, with or without cause, only by the affirmative vote of the holders of at least 75% of the
outstanding shares of stock of the Corporation entitled to vote generally in the election of directors,
voting together as a single class.
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SECTION 8.
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Quorum of Directors
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One-third (1/3) of the entire Board of Directors or seven directors, whichever number is greater,
shall constitute a quorum for the transaction of business or of any specified item of business.
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SECTION 9.
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Action by the Board of Directors
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The vote of the majority of the directors present at a meeting of the Board of Directors at the
time of the vote, if a quorum is present at such time, shall, except as otherwise provided by law, these
By-Laws or the certificate of incorporation, be the act of the Board of Directors.
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SECTION 10.
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Written Consent of Directors Without A Meeting
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Any action required or permitted to be taken by the Board of Directors or a committee thereof
may be taken without a meeting if all members of the Board or the committee consent in writing to the
adoption of a resolution authorizing the action. The resolution and the written consents thereto by the
members of the Board or committee shall be filed with the minutes of the proceedings of the Board or
committee.
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SECTION 11.
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Place and Time of Meetings of Board of Directors
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Meetings of the Board of Directors, regular or special, may be held at any place, within or
without the State of New York and at any time, fixed by the Board of Directors or by the person or
persons calling the meeting. Such meetings may be held by means of a conference telephone or
similar communications equipment allowing all persons participating in the meeting to hear each other
at the same time.
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SECTION 12.
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Notice of Meetings of the Board of Directors
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Regular meetings of the Board of Directors may be held without notice if the time and place of
such meetings are fixed by the Board of Directors. Special meetings of the Board of Directors shall be
held upon notice to the directors and may be called by the chairman of the board, the president, the
executive vice president, or any two directors. The notice shall be either verbal or in writing and shall
be given not less than twenty-four hours before the meeting to each director. The notice need not
specify the purpose of any regular or special meeting of the Board of Directors.
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SECTION 13.
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Interested Directors
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No contract or other transaction between the Corporation and one or more of its directors, or
between the Corporation and any other corporation, firm, association or other entity in which one or
more of its directors or officers, are directors or have a substantial financial interest, shall be either
void or voidable for this reason alone or by reason alone that such director or directors are present at
the meeting of the Board, or of a committee composed of independent directors thereof, which
approves such contract or transaction or that their votes are counted for such purpose:
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If the material facts as to such director's interest in such contract or
transaction and as to any such common directorship, officership or financial
interest are disclosed in good faith or known to the Board or committee, and
the Board or committee approves such contract or transaction by a vote
sufficient for such purpose without counting the vote of such interested
director or, if the votes of the disinterested directors are insufficient to
constitute an act of the Board as defined in Section 9 of this Article, by
unanimous vote of the disinterested directors; or
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2.
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If the material facts as to such director's interest in such contract or
transaction and as to any such common directorship, officership or financial
interest are disclosed in good faith or known to the shareholders entitled to
vote thereon, and such contract or transaction is approved by vote of such
shareholders; or
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If the contract or transaction is affirmatively established by the party or parities
thereto to be fair and reasonable as to the Corporation at the time it was
approved by the Board, a committee thereof, or the shareholders.
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Common or interested directors may be counted in determining the presence of a quorum at a
meeting of the Board or committee thereof which approves such contract or transaction.
The Board of Directors shall have authority to fix the compensation of directors for services in
any capacity.
A loan shall not be made by the Corporation to any director unless it is authorized by vote of
the shareholders. For this purpose, the shares of the director who would be the borrower shall not be
shares entitled to vote.
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SECTION 14.
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Compensation and Reimbursement of Directors
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The directors may be paid reasonable compensation for acting as a director and reasonable
compensation for their services in attending meetings of the Board and meetings of committees
appointed by the Board. No such payment shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor. The corporation may reimburse directors for
expenses related to their duties as a member of the Board.
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SECTION 15.
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Committees
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The Board of Directors, by resolution adopted by a majority of the entire Board, may designate
from among its members an executive committee and other committees, each consisting of three or
more directors, each of which may exercise such powers as shall be conferred or authorized by the
resolution appointing it or as reflected in the committee's charter, except that no such committee shall
have authority as to the following matters:
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1.
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The submission to shareholders of any action that needs shareholders'
approval;
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2.
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The filling of vacancies in the Board of Directors or in any committee;
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3.
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The fixing of compensation of the directors for serving on the Board of
Directors or on any committee;
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4.
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The amendment or repeal of the By-Laws or the adoption of new By-Laws;
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5.
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The amendment or repeal of any resolution of the Board of Directors.
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In the interim between meetings of the Board of Directors, the executive committee shall have
all the authority of the Board of Directors except as otherwise provided by law. Each committee shall
serve at the pleasure of the Board. The Board of Directors shall have the power at any time to fill
vacancies in, to change the size or membership of, and to discharge any such committee.
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A majority of any such committee may determine its action and may fix the time and place of its
meetings, unless provided otherwise by the Board of Directors. Each such committee shall keep a
written record of its acts and proceedings and shall submit such record to the Board of Directors at
each regular meeting thereof and at such other times as requested by the Board of Directors. Failure
to submit such record, or failure of the Board to approve any action indicated therein will not, however,
invalidate such action to the extent it has been carried out by the corporation prior to the time the
record of such action was, or should have been, submitted to the Board of Directors as herein
provided.
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ARTICLE IV
Officers
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SECTION 1.
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Number
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The Board of Directors may elect a chairman of the board who shall be a member of the Board
of Directors and shall elect a president, one or more vice presidents, a secretary and a treasurer, who
need not be members of the Board of Directors and such other officers and assistant officers who
need not be members of the Board of Directors as the Board of Directors may from time to time deem
proper. Any two or more offices may be held by the same person, except the offices of the president
and secretary.
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SECTION 2.
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Election of Term of Office
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The officers of the Corporation to be elected or appointed by the Board of Directors shall be
elected or appointed annually by the Board of directors at the first meeting of the Board of Directors
held after each annual meeting of the shareholders. Subject to the provisions of Section 3 of this
Article, each officer shall hold office until the first meeting of the Board of Directors following the next
annual meeting of shareholders and until a successor has been elected or appointed and qualified.
The election or appointment of an officer shall not of itself create contract rights.
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SECTION 3.
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Removal
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Any officer or agent elected or appointed by the Board of Directors may be removed by the
Board of Directors with or without cause, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
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SECTION 4.
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New Offices and Vacancies
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Newly created offices and vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled from time to time by the Board of Directors for the unexpired
portion of the term.
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SECTION 5.
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Chief Executive Officer
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The Board of Directors shall appoint either the chairman of the board, if any, or the president
the chief executive officer of the Corporation ("the CEO") who, subject to the oversight of the Board of
Directors, shall direct and control all the business and affairs of the Corporation.
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SECTION 6.
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Chairman of the Board and Vice Chairman of the Board
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The chairman of the board or vice chairman, if any, and if so designated by the Board of
Directors, shall be subject to the oversight of the Board of Directors. The chairman of the board may
sign, with the secretary or any other proper officer of the Corporation thereunto authorized by the
Board of Directors, certificates representing shares of the Corporation, any deeds, mortgages, bonds,
contracts or other instruments which the Board of Directors has authorized to be executed, except in
cases where the signing and execution thereof shall be expressly delegated by the Board of Directors
or by these By-Laws to some other officer or agent of the Corporation, or shall be required by law to
be otherwise signed or executed; and shall perform such other duties as may be prescribed by the
Board of Directors from time to time.
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SECTION 7.
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President
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The president shall be the chief operating officer of the Corporation and, subject to the
oversight of the Board of Directors and the chairman of the board (if CEO), shall direct the conduct
and operation of the business and properties of the Corporation. If so designated by the Board of
Directors, the president shall also be the chief executive officer of the Corporation and shall perform all
duties incident to that office. The president shall, in the absence of the chairman of the board, preside
at all meetings of the shareholders and of the Board of Directors. The president may sign, with the
secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors,
certificates representing shares of the Corporation, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-
Laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise
signed or executed; and shall perform such other duties as may be prescribed by the Board of
Directors from time to time.
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SECTION 8.
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Vice President
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In the absence of the chairman of the board and the president, or in the event of their death, or
inability to act, the executive vice president (or in the event of the death or inability to act of the
executive vice president, the vice president designated by the Board of Directors, if any, or if none, the
vice president having the greatest seniority) shall perform the duties of the chairman of the board and
the president, and when so acting, shall have the authority of, and be subject to, all the restriction
upon the chairman of the board and the president. Any vice president may sign, with the secretary or
any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates
representing shares of the Corporation; and shall perform such other duties as from time to time may
be assigned by the chairman of the board (if CEO) or by the president or by the Board of Directors.
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SECTION 9.
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Secretary
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The secretary shall: 1) keep the minutes of the proceedings of its shareholders, Board of
Directors and executive committee and other committees, if any; in one or more books provided for
that purpose; 2) see that all notices are duly given in accordance with the provisions of these By-Laws
or as required by law; 3) be custodian of the corporate records and of the seal of the Corporation and
see that the seal of the Corporation is affixed to all documents and execution of which on behalf of the
Corporation under its seal is duly authorized; 4) file each written request by a shareholder that notices
be mailed to some address other than this address as it appears on the record of shareholders; 5) sign
with the chairman of the board or the president or vice president certificates representing shares of the
Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;
6) have general charge of the record of shareholders of the Corporation; and 7) in general perform all
duties incident to the office of the secretary and such other duties as from time to time may be
assigned by the chairman of the board (if CEO) or by the president or by the Board of Directors.
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SECTION 10.
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Treasurer
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If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of
duties in such sum and with such surety of sureties as the Board of Directors shall determine. The
Treasurer shall: 1) have charge and custody of and be responsible for all funds and securities of the
Corporation, receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the provisions of these By-
Laws; 2) have charge and custody of and be responsible for the keeping of correct and complete
books and records of account of the Corporation; sign with the chairman of the board, or the president,
or a vice president, certificates representing shares of the Corporation, the issuance of which shall
have been authorized by resolution of the Board of Directors, and; 3) in general perform all of the
duties incident to the office of the treasurer and such other duties as from time to time may be
assigned by the chairman of the board (if CEO) or by the president or by the Board of Directors.
|
||
|
SECTION 11.
|
Assistant Secretaries and Assistant Treasurers
|
|
|
The assistant secretaries, when authorized by the Board of Directors, may sign with the
chairman of the board or the president or a vice president, certificates representing shares of the
Corporation, issuance of which shall have been authorized by a resolution of the Board of Directors.
The assistant treasurers shall, if required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board of Directors shall
determine. Assistant secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively, or by the chairman of the
board (if CEO) or the president or the Board of Directors. In the absence of the secretary (or in the
event of death, inability or refusal to act, the assistant secretary (or in the event there may be more
than one assistant secretary, the assistant secretaries in the order of their appointment or as
determined by the chairman of the board (if CEO) or the president or the Board of Directors), shall
perform the duties and exercise the authority of the secretary. In the absence of the treasurer or in the
event of death, inability or refusal to act, the assistant treasurer, (or in the event there be more than
one assistant treasurer, the assistant treasurers in the order of their appointment or as determined by
the chairman of the board (if CEO) or the president or the Board of Directors) shall perform duties and
exercise the authority of the treasurer.
|
||
|
SECTION 12.
|
Auditor
|
|
|
The Auditor shall examine and verify the records of the Corporation and Corporation's
subsidiaries and shall report to, and be responsible to, the audit committee of the Board of Directors.
|
||
|
10
|
||
|
SECTION 13.
|
Compensation of Officers
|
|
|
The salaries and compensation officers and assistant officers shall be fixed by or in the manner
designated by the Board of Directors. No officer shall be prevented from receiving such compensation
by reason of the fact that the officer is also a director of the Corporation.
|
||
|
ARTICLE V
Contracts, Checks and Deposits
|
||
|
SECTION 1.
|
Contracts
|
|
|
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of or on behalf of the Corporation and such
authority may be general or confined to specific instances.
|
||
|
SECTION 2.
|
Checks, Drafts, etc.
|
|
|
All checks, drafts or other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent
or agents of the Corporation, and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
|
||
|
SECTION 3.
|
Deposits
|
|
|
All funds of the Corporation not otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or other depositories as the Board of
Directors may select.
|
||
|
ARTICLE VI
Certificates Representing Shares, Record
Of Shareholders, Transfer of Shares
|
||
|
SECTION 1.
|
Issuance of Shares
|
|
|
No shares of any class of the Corporation or any obligations or other securities convertible into
or carrying options to purchase any such shares of the Corporation, or any options or rights to
purchase any such shares or securities of the Corporation, shall be issued or sold unless such
issuance or sale is approved by the affirmative vote of at least 80% of the entire Board of Directors.
|
||
|
SECTION 2.
|
Certificates Representing Shares
|
|
|
The shares of the Corporation shall be represented by certificates which shall be in such form
as shall be determined by the Board of Directors. All such certificates shall be consecutively
numbered or otherwise identified. Such certificates shall be signed by the chairman of the board or
the president or a vice president and the secretary or an assistant secretary or the treasurer or an
assistant treasurer, and may, but need not, be sealed with the seal of the corporation or a facsimile
thereof. The signature of the officers upon the certificates may be facsimile if the certificate is
countersigned by a transfer agent or an assistant transfer agent, or registered by a registrar other than
the Corporation itself or its employee. In case any officer who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he or she were such officer at
the date of issue. Each certificate shall state upon the face thereof; 1) that the Corporation is formed
under the laws of New York; 2) the name of the person or persons to whom issued; 3) the number and
class of shares and the par value of each share represented by such certificates.
|
||
|
11
|
||
|
SECTION 3.
|
Lost, Destroyed or Wrongfully Taken Certificates
|
|
|
The Board of Directors may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation, alleged to have been lost, apparently
destroyed or wrongfully taken upon the making of an affidavit of that fact by the person claiming the
certificate to be lost, apparently destroyed or wrongfully taken. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, apparently destroyed or wrongfully taken
certificate or certificates or the owners legal representative to advertise the same in such manner as it
shall require and/or give the Corporation a bond in such sum and with such surety or sureties as it
may direct as indemnity against any claim that may be made against the Corporation with respect to
the certificates alleged to have been lost, apparently destroyed or wrongfully taken.
|
||
|
SECTION 4.
|
Record of Shareholders
|
|
|
The Corporation shall keep at its principal office, or at the office of its transfer agent in the State
of New York, a record containing the names and addresses of all shareholders, the number and class
of shares held by each and the dates when they respectively became the owners of record thereof.
The Corporation shall be protected in treating the persons in whose names shares stand on the record
of shareholders as the owners thereof for all purposes.
|
||
|
SECTION 5.
|
Transfer of Shares
|
|
|
Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person
entitled thereto, and cancel the old certificate. Every such transfer of shares shall be entered on the
record of shareholders of the Corporation.
|
||
|
ARTICLE VII
Fiscal Year
|
||
|
The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.
|
||
|
ARTICLE VIII
Dividends
|
||
|
The Board of Directors may from time to time declare, and the Corporation may pay, dividends
on its outstanding shares in the manner and upon the terms and conditions provided by law and its
certificate of incorporation.
|
||
|
ARTICLE IX
Seal
|
||
|
The seal of the Corporation shall be circular in form and contain the name of the Corporation,
the year when it was formed, and the words "New York." The Corporation may use the seal causing it
or a facsimile to be affixed or impressed or reproduced in any other manner.
|
||
|
12
|
||
|
ARTICLE X
Waiver of Notice
|
||
|
SECTION 1.
|
Waiver of Notice to Shareholders
|
|
|
Notice of meeting need not be given to any shareholder who signed a waiver of notice, in
person or by proxy, whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of
notice of such meeting, shall constitute a waiver of notice by the shareholder.
|
||
|
SECTION 2.
|
Waiver of Notice to Director
|
|
|
Notice of meeting need not be given to any director who signs a waiver of notice whether
before or after the meeting, or who attends the meeting without protesting, prior thereto or at the
commencement, the lack of notice to the director. A waiver of notice need not specify the purpose of
any regular or special meeting of the Board of Directors.
|
||
|
SECTION 3.
|
Notice Dispensed with When Delivery Prohibited
|
|
|
Whenever communication to any shareholder or any director is unlawful under any statute of
the State of New York or of the United States or any regulation, proclamation or order issued under
said statues, the giving of any notice to such shareholder or such director shall not be required and
there shall be no duty to apply for license or other permission to do so.
|
||
|
ARTICLE XI
Indemnification
|
||
|
SECTION 1.
|
Indemnification
|
|
|
The corporation shall, to the fullest extent permitted by applicable law, as amended from time
to time, indemnify each person made or threatened to be made a party to any action or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding") by reason of the fact that such
person, such person's testator or intestate, is or was a director or officer of the corporation, or, while a
director or officer, serves or served, at the request of the corporation, any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, penalties, amounts paid in settlement and reasonable expenses (including attorneys'
fees, costs and charges) incurred in connection with such threatened or pending Proceeding, or any
appeal thereof; provided, however, that no such indemnification shall be made if a judgment or other
final adjudication adverse to such person establishes that (i) his or her 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 (ii) he or she personally gained, in fact, a financial profit or other advantage to which he
or she was not legally entitled, and provided further that no such indemnification shall be required with
respect to any settlement or other nonadjudicated disposition of any threatened or pending Proceeding
unless the corporation has given its prior written consent to such settlement or other disposition.
The corporation shall, from time to time, advance or promptly reimburse upon request, to any
director or officer seeking indemnification hereunder the funds necessary for payment of expenses
(including attorneys' fees, costs and charges), reasonably incurred in connection with any threatened
or pending proceeding and in advance of the final disposition thereof, upon receipt of a written
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.
13
|
||
|
Nothing herein shall limit or affect any right of any person to indemnification or to advancement
of expenses (including attorneys' fees, costs and charges) under any statute, rule, regulation,
certificate of incorporation, bylaw, resolution of directors or shareholders, insurance policy, contract or
otherwise.
The corporation is authorized to enter into agreements with any of its directors or officers to
reflect or confirm the rights and benefits contained in this article and to extend other additional rights to
indemnification and advancement of expenses to any such person to the fullest extent permitted by
applicable law, and to set forth procedures for any such person to obtain advancement of expenses
and indemnification, but the existence of any such agreement or the failure to enter into any such
agreement shall not adversely affect or limit the rights of any such person pursuant to this article or
otherwise.
For the purposes of this article, the corporation shall be deemed to have requested a person to
serve an employee benefit plan where the performance by such person of his or her duties to the
corporation also imposes duties on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan, and, as a example but not by way of limitation, excise taxes
assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be
considered indemnifiable expenses.
If a request to be indemnified or for the advancement of expenses pursuant to this article is not
paid in full by the corporation within thirty (30) calendar days after a written claim has been received by
the corporation, the person seeking indemnification or advancement of expenses may at any time
thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if
successful, in whole or in part, the person seeking the indemnification or advancement of expenses
shall also be entitled to be paid the expenses of prosecuting such claim. In any such judicial
proceeding, the corporation shall have the burden of proving, by the preponderance of the evidence,
that the person seeking indemnification or advancement of expenses is not entitled to indemnification
or advances hereunder. Neither the failure of the corporation (including its Board of Directors,
independent legal counsel or shareholders) to make a determination that the person seeking
indemnification or advancement of expenses is entitled to indemnification or advancement of
expenses under the circumstances, nor an actual determination by the corporation (including its Board
of Directors, independent legal counsel or shareholders) that the person seeking indemnification or
advancement of expenses is not so entitled, shall be a defense to an action or shall create a
presumption that the person seeking indemnification or advancement of expenses is not so entitled.
Nothing in this article shall restrict the power and authority of the corporation to indemnify or
advance expenses to, make indemnification agreements and arrangements with or maintain insurance
on behalf of any director, employee or agent of the corporation or any person (whether or not a
director, officer, employee or agent of the corporation) who serves at the request of the corporation in
any capacity with any other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise.
If this article or any part hereof shall be held unenforceable in any respect by the court of
competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it
enforceable, and the remainder of this article shall remain fully enforceable.
14
|
||
|
This article shall be given retroactive effect, and the full benefits hereof shall be available in
respect of any alleged or actual occurrences, acts or failures to act prior to the date of the adoption of
this article. The right to indemnification or advancement of expenses under this article shall be
contract right.
The corporation's obligations under this article shall be reduced by the amount of any
insurance which is available to any such person, whether such insurance is purchased by the
corporation or otherwise. The right of indemnity created herein shall be personal to the officer,
director, employee or other person and their respective legal representatives, and in no case shall any
insurance carrier be entitled to be subrogated to any rights created herein.
|
||
|
ARTICLE XII
Amendment and Repeal
|
||
|
SECTION 1.
|
Amendment and Repeal by the Shareholders
|
|
|
These By-Laws may be amended or repealed by vote of the shareholders entitled to vote
generally in the election of directors, provided that notice of meeting states such purpose, and
provided further that the provisions of Article III may be amended or repealed only by the affirmative
vote of holders of at least 75% of the outstanding shares of stock of the Corporation entitled to vote
generally in the election of directors.
|
||
|
SECTION 2.
|
Amendment and Repeal by the Board of Directors
|
|
|
These By-Laws may also be amended or repealed by a majority of the entire Board of
Directors provided that the provisions of Article III may be amended only by the affirmative vote of at
least 75% of the entire Board of Directors and further provided that Section 1 of Article VI may be
amended only by the affirmative vote of at least 80% of the entire Board of Directors.
|
||
15
|
CHEMUNG CANAL TRUST COMPANY
Legend for By-Laws
|
||||||
|
DATE
|
ARTICLE
|
SECTION
|
DESCRIPTION
|
|||
|
4/9/97
|
Article III
|
Section 3
|
Number of Directors
changed from twenty to
nineteen.
|
|||
|
4/8/98
|
Article II
|
Sections 4 & 5
|
Change fifty (50) days to
sixty (60) days.
|
|||
|
12/8/98
|
Article III
|
Section 3
|
Number of Directors
changed from nineteen to
seventeen.
|
|||
|
8/11/99
|
Article III
|
Section 3
|
Number of Directors
changed from seventeen to
sixteen.
|
|||
|
10/13/99
|
Article III
|
Section 3
|
Number of Directors
changed from sixteen to
fifteen.
|
|||
|
1/12/00
|
Article III
|
Section 2
|
Required ownership of 500
shares of capital stock for
non-employee directors.
|
|||
|
6/14/00
|
Article IV
|
Section 12
Section 13
|
New Section. Addition of
Auditor. Renumbered
previous section 12.
|
|||
|
12/13/00
|
Article III
|
Section 3
|
Number of Directors
changed from fifteen to
fourteen.
|
|||
|
7/10/02
|
Article III
|
Section 3
|
Number of Directors
changed from fourteen to
fifteen.
|
|||
|
2/12/03
|
Article III
|
Section 3
|
Number of Directors
changed from fifteen to
fourteen.
|
|||
|
12/15/05
|
Article III
|
Section 3
|
Number of Directors
changed from fourteen to
thirteen.
|
|||
|
16
|
||||||
|
DATE
|
ARTICLE
|
SECTION
|
DESCRIPTION
|
|||
|
1/19/05
|
Article III
|
Section 3
|
Number of Directors
changed from thirteen to
fourteen.
|
|||
|
2/16/05
|
Multiple
|
Multiple
|
Redrafted.
|
|||
|
3/16/05
|
Article III
|
Section 3
|
Number of Directors
changed from fourteen to
thirteen.
|
|||
|
7/7/06
|
Article IV
|
Section 6
|
Added Vice Chairman of the
Board to the title and in the
paragraph verbiage.
|
|||
|
11/15/06
|
Article III
|
Section 3
|
Number of Directors
changed from thirteen to
twelve.
|
|||
|
3/21/07
|
Article III
|
Section 3
|
Number of Directors
changed from twelve to
thirteen.
|
|||
|
11/21/07
|
Article II
|
Section 14
|
Market Value changed from
$1000 to $2000
|
|||
|
5/20/09
|
Article III
|
Section 3
|
Number of Directors
changed from thirteen to
fourteen.
|
|||
|
10/21/09
|
Article III
|
Section 2
|
Changed term at the age
of 72 to be at the next
annual meeting.
|
|||
|
12/15/2010
|
Article III
|
Section 2
|
Added: “The Board of
Directors may waive the
limitation in its discretion
or establish a greater age
from time to time.”
|
|||
|
12/15/2010
|
Article III
|
Section 3
|
Number of Directors
changed from fourteen to
fifteen.
|
|||
|
5/16/2012
|
Article III
|
Section 3
|
Number of Directors
changed from fifteen to
thirteen.
|
|||
17