Plan of Conversion and Reorganization between First Connecticut Bancorp, Inc. and Farmington Bank (2011)

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			PAGE
1.	Introduction		1
2.	Definitions		2
3.	General Procedure for Conversion		6
4.	Total Number of Shares and Purchase Price of Conversion Stock		8
5.	Subscription Rights of Eligible Account Holders (First Priority)		9
6.	Subscription Rights of Tax-Qualified Employee Stock Benefit Plans (Second Priority)		9
7.	Subscription Rights of Supplemental Eligible Account Holders (Third Priority)		10
8.	Community Offering, Syndicated Community Offering, Public Offering and Other Offerings		10
9.	Limitations on Subscriptions and Purchases of Conversion Stock		12
10.	Timing of Subscription Offering; Manner of Exercising Subscription Rights and Order Forms		13
11.	Payment for Conversion Stock		15
12.	Expiration of Subscription Rights; Undelivered, Defective or Late Order Forms; Insufficient Payment		16
13.	Participants in Nonqualified Jurisdictions or Foreign Countries		17
14.	Voting Rights of Shareholders		17
15.	Liquidation Account		17
16.	Transfer of Deposit Accounts		19
17.	Requirements Following the Conversion for Registration, Market Making and Stock Exchange Listing		19
18.	Restriction on Transfer of Conversion Stock by Officers and Directors		20
19.	Restriction on Acquisitions of Conversion Stock		20
20.	Stock Compensation Plans		21
21.	Dividend and Repurchase Restrictions on Stock		21
22.	Effective Date		22
23.	Articles of Incorporation and Bylaws		22
24.	Establishment and Funding of Charitable Foundation		22
25.	Amendment or Termination of the Plan		23
26.	Interpretation of the Plan		23

As used in this Plan, the terms set forth below have the following meanings:

 

 

This Agreement and Plan of Merger, dated as of                     , 2011, is made by and between First Connecticut Bancorp, Inc., a Connecticut-chartered mutual holding company (the “MHC”) and Farmington Holdings, Inc., a Connecticut-chartered bank holding company (the “Mid-Tier Holding Company”). Capitalized terms have the respective meanings given to them in the Plan of Conversion and Reorganization (the “Plan”) of the MHC, unless otherwise defined herein.

 

 

1.           The MHC is a Connecticut-chartered mutual holding company that owns approximately 100% of the common stock of the Mid-Tier Holding Company.

 

2.            The Mid-Tier Holding Company is a Connecticut corporation that owns 100% of the common stock of the Farmington Bank (the “Bank”).

 

3.           At least 75% of the members of the boards of directors of the MHC and the Mid-Tier Holding Company and a majority of the corporators of the MHC have approved this MHC Merger Agreement whereby the MHC shall merge with and into the Mid-Tier Holding Company, with the Mid-Tier Holding Company as the surviving corporation, and have authorized the execution and delivery thereof.

 

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto have agreed as follows:

 

1.           Merger.  At and on __________ (the “Effective Date”) the MHC will merge, in accordance with the provisions of the banking laws of the State of Connecticut, with and into the Mid-Tier Holding Company (the “MHC Merger”), with the Mid-Tier Holding Company as the surviving entity (the “Surviving Corporation”), whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and depositors of the Bank will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their depositor interests in the MHC.

2.           Effective Date.  The MHC Merger shall not be effective until and unless the Plan is approved or not objected to, as applicable, by the Connecticut Department of Banking and the Federal Reserve Board, as applicable, after approval by at least (i) a majority of votes eligible to be cast by the Corporators of the MHC and (ii) a majority of the Corporators of the MHC who are not employees, officers, directors, trustees or significant borrowers from the MHC, the Mid-Tier Holding Company or the Bank.

3.

Name.  The name of the Surviving Corporation shall be Farmington Holdings, Inc.

 

4.           Directors and Officers.  The directors and officers of the Mid-Tier Holding Company immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation after the Effective Date.

5.           Certificate of Incorporation and Bylaws.  The Certificate of Incorporation and Bylaws of the Mid-Tier Holding Company will continue as the certificate of incorporation and bylaws of the Surviving Corporation.

 

 

6.           Rights and Duties of the Surviving Corporation.  At the Effective Date, the MHC shall be merged with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the Surviving Corporation.  All assets, rights, interests, privileges, powers, franchises and property (real, personal and mixed) of the Mid-Tier Holding Company and the MHC shall be transferred automatically to and vested in the Surviving Corporation by virtue of the MHC Merger without any deed or other document of transfer.  The Surviving Corporation, without any order or action on the part of any court or otherwise and without any documents of assumption or assignment, shall hold and enjoy all of the properties, franchises and interests, including appointments, powers, designations, nominations and all other rights and interests as the agent or other fiduciary in the same manner and to the same extent as such rights, franchises, and interests and powers were held or enjoyed by the Mid-Tier Holding Company and the MHC.  The Surviving Corporation shall be responsible for all of the liabilities, restrictions and duties of every kind and description of the Mid-Tier Holding Company and the MHC immediately prior to the MHC Merger, including liabilities for all debts, obligations and contracts of the Mid-Tier Holding Company and the MHC, matured or unmatured, whether accrued, absolute, contingent or otherwise and whether or not reflected or reserved against on balance sheets, books of accounts or records of the Mid-Tier Holding Company or the MHC.

 

7.           Rights of Depositors.  At the Effective Date, the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and depositors of the Bank will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their interests in the Mutual Holding Company.

 

8.           The Plan.   The Plan is incorporated herein by this reference and made a part hereof to the extent necessary or appropriate to effect and consummate the terms of this MHC Merger Agreement and the Conversion.

IN WITNESS WHEREOF, the Mid-Tier and the MHC have caused this MHC Merger Agreement to be executed as of the date first above written.

 

	Farmington Holdings, Inc.
	By:

 

	First Connecticut Bancorp, Inc.
	(Connecticut mutual holding company)
	By:

 

 

 

 

This Agreement and Plan of Merger, dated as of                     , 2011, is made by and between Farmington Holdings, Inc. a Connecticut-chartered corporation (the “Mid-Tier Holding Company”) and First Connecticut Bancorp, Inc, a Maryland-chartered corporation (the “Holding Company”).  Capitalized terms have the respective meanings given to them in the Plan of Conversion and Reorganization (the “Plan”) of First Connecticut Bancorp, Inc., a Connecticut mutual holding company (the “MHC”) unless otherwise defined herein.

 

 

1.           The Mid-Tier Holding Company was incorporated on ______, __, 2011 in the State of Connecticut pursuant to the general corporation law of the State of Connecticut. The Mid-Tier Holding Company owns 100% of the common stock of Farmington Bank (the “Bank”).

2.           The Holding Company was incorporated on January 27, 2011 in the State of Maryland.

3.           The Mid-Tier Holding Company and the Holding Company hereby agree to merge, with the Holding Company as the surviving Corporation.

4.           At least 75% of the members of the boards of directors of the Holding Company and the Mid-Tier Holding Company have approved this Agreement and Plan of Merger whereby the Mid-Tier Holding Company shall merge with and into the Holding Company, with the Holding Company as the surviving corporation, and have authorized the execution and delivery thereof.

5.           Immediately prior to the Mid-Tier Merger, the MHC and the sole stockholder of the Mid-Tier Holding Company, merged with and into the Mid-Tier Holding company with the Mid-Tier Holding Company as the surviving corporation (the “MHC Merger”), whereby the shares of Mid-Tier Holding Company held by the MHC were cancelled and the Depositors of the Bank constructively received liquidation interests in the Mid-Tier Holding Company in exchange for their interests in the MHC.

6.           As a result of the Mid-Tier Merger, the Bank will become a wholly-owned subsidiary of the Holding Company.

 

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto have agreed as follows:

 

1.           Merger.  At and on ______________ the (the “Effective Date”) of the Mid-Tier Merger, the Mid-Tier Holding Company will merge with and into the Holding Company (the “Mid-Tier Merger”), with the Holding Company as the surviving entity (the “Surviving Corporation”), whereby the Bank will become the wholly-owned subsidiary of the Holding Company.  As part of the Mid-Tier Merger, the depositors of the Bank who constructively received liquidation interests in the Mid-Tier Holding Company as part of the MHC Merger will exchange the liquidation interests in the Mid-Tier Holding Company they constructively received for interests in the Liquidation Account, as defined in the Plan.

2.           Effective Date.  The Mid-Tier Merger shall not be effective until and unless the Plan is approved or not objected to, as applicable, by the Connecticut Department of Banking and the Federal Reserve Board, and after approval is received by at least (i) a majority of votes eligible to be cast by the Corporators of the MHC; and (ii) a majority of the Corporators of the MHC who are not employees, officers, directors, trustees or significant borrowers from the MHC, the Mid-Tier Holding Company or the Bank.

 

 

3.           Name.  The name of the Surviving Corporation shall be First Connecticut Bancorp, Inc.
 

4.           Directors and Officers.  The directors and officers of the Mid-Tier Holding Company immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation after the Effective Date.

5.           Articles of Incorporation and Bylaws.  The Articles of Incorporation and Bylaws of the Holding Company will continue as the articles of incorporation and bylaws of the Surviving Corporation.

6.           Authorized Capital Stock of Mid-Tier Holding Company.  The Mid-Tier Holding Company has a total of __ shares of capital stock authorized, consisting of __ shares of common stock, no par value, and __ shares of preferred stock, no par value.

7.           Authorized Capital Stock of Holding Company.  The Holding Company has a total of thirty-two million shares of capital stock authorized, consisting of thirty million shares of common stock, par value $0.01, and two million shares of preferred stock, par value $0.01. The aggregate par value of all the authorized shares of capital stock is three hundred and twenty thousand dollars ($320,000).

 

8.           Rights and Duties of the Surviving Corporation.  At the Effective Date, the Mid-Tier Holding Company shall be merged with and into the Holding Company with the Holding Company as the Surviving Corporation.  All assets, rights, interests, privileges, powers, franchises and property (real, personal and mixed) of the Mid-Tier Holding Company and the Holding Company shall be transferred automatically to and vested in the Surviving Corporation by virtue of the Mid-Tier Merger without any deed or other document of transfer.  The Surviving Corporation, without any order or action on the part of any court or otherwise and without any documents of assumption or assignment, shall hold and enjoy all of the properties, franchises and interests, including appointments, powers, designations, nominations and all other rights and interests as the agent or other fiduciary in the same manner and to the same extent as such rights, franchises, and interests and powers were held or enjoyed by the Mid-Tier Holding Company and the Holding Company.  The Surviving Corporation shall be responsible for all of the liabilities, restrictions and duties of every kind and description of the Holding Company and the Mid-Tier Holding Company immediately prior to the Mid-Tier Merger, including liabilities for all debts, obligations and contracts of the Mid-Tier Holding Company and the Holding Company, matured or unmatured, whether accrued, absolute, contingent or otherwise and whether or not reflected or reserved against on balance sheets, books of accounts or records of the Mid-Tier Holding Company or the Holding Company.  The stockholders of the Holding Company shall possess all voting rights with respect to the shares of stock of the Surviving Corporation.  All rights of creditors and other obligees and all liens on property of the Mid-Tier Holding Company and the Holding Company shall be preserved and shall not be released or impaired.

 

9.           Rights of Depositors.  At the Effective Date, the Depositors of the Bank who constructively received liquidation interests in the Mid-Tier Holding Company as part of the MHC Merger will exchange the liquidation interests in the Mid-Tier Holding Company they constructively received for interests in the Liquidation Account.

10.           The Plan.   The Plan is incorporated herein by this reference and made a part hereof to the extent necessary or appropriate to effect and consummate the terms of this Agreement and Plan of Merger and the Conversion.

 

 IN WITNESS WHEREOF, the Mid-Tier Holding Company and the Holding Company have caused this Agreement and Plan of Merger to be executed as of the date first above written.

 

	Farmington Holdings, Inc.
	(Connecticut corporation)
	By:

 

	First Connecticut Bancorp, Inc.
	(Maryland corporation)
	By:

 

FIRST CONNECTICUT BANCORP, INC.
 

The undersigned, John J. Patrick, Jr., an individual over the age of 18, whose address is One Farm Glen Road, Farmington, Connecticut 06032, acting as sole incorporator, does hereby form a corporation under the general laws of the State of Maryland, having the following Articles of Incorporation:

 
 

ARTICLE 1.    Name.   The name of the corporation is First Connecticut Bancorp, Inc. (herein the “Corporation”).

 
 

ARTICLE 2.    Principal Office.   The address of the principal office of the Corporation in the State of Maryland is c/o The Corporation Trust Incorporated, 351 West Camden Street, Baltimore, Maryland 21201.
 

ARTICLE 3.    Purpose.

A.  To pursue any or all of the lawful objectives of a bank holding company and to exercise all of the express, implied and incidental powers conferred by such laws and by all amendments or supplements to such laws, subject to all lawful and applicable rules, regulations and orders of the Banking Commissioner of the State of Connecticut (the “Commissioner”), the Federal Reserve Board, or any other state or federal agency having the authority to supervise or regulate the Corporation and the conduct of its business.

B.  Subject to the foregoing paragraph A hereof, to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force.
 

ARTICLE 4.    Resident Agent.   The name and address of the registered agent of the Corporation in the State of Maryland is The Corporation Trust Incorporated, 351 West Camden Street, Baltimore, Maryland 21201. Said resident agent is a Maryland corporation.

 

 

A.   Authorized Stock.   The total number of shares of capital stock of all classes which the Corporation has authority to issue is thirty-two million (32,000,000) shares, consisting of:

 

                                1.   Two million (2,000,000) shares of preferred stock, par value one cent ($.01) per share (the “Preferred Stock”); and
 

                                2.   Thirty million (30,000,000) shares of common stock, par value one cent ($.01) per share (the “Common Stock”).

 

 

The aggregate par value of all the authorized shares of capital stock is three hundred and twenty thousand dollars ($320,000).  Except to the extent required by governing law, rule or regulation, the shares of capital stock may be issued from time to time by the Board of Directors without further approval of the stockholders of the Corporation.  The Corporation shall have the authority to purchase its capital stock out of funds lawfully available therefor, which funds shall include, without limitation, the Corporation’s unreserved and unrestricted capital surplus, subject to applicable law and regulations.  The Board of Directors, pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number), and without action by the stockholders, may amend these Articles of Incorporation to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.  For the purposes of these Articles, the term “Whole Board” shall mean the total number of directors that the Corporation would have if there were no vacancies on the Board of Directors at the time any such resolution is presented to the Board of Directors for adoption.

 

B.   Common Stock.   Except as provided under the terms of any series of Preferred Stock and as limited by Section D of this Article 5, the exclusive voting power shall be vested in the Common Stock, the holders thereof being entitled to one vote for each share of such Common Stock standing in the holder’s name on the books of the Corporation. Subject to any rights and preferences of any series of Preferred Stock, holders of Common Stock shall be entitled to such dividends as may be declared by the Board of Directors out of funds lawfully available therefor. Upon any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Common Stock shall be entitled to receive pro rata the remaining assets of the Corporation after payment or provision for payment of all debts and liabilities of the Corporation, distribution of the Liquidation Account established for certain depositors of Farmington Bank pursuant to the Plan of Conversion and Reorganization dated January 25, 2011, as amended and restated on February 14, 2011 (the “Plan of Conversion”), and payment or provision for payment of any amounts owed to the holders of any series of Preferred Stock having preference over the Common Stock on distributions on liquidation, dissolution or winding up of the Corporation.

 

           C.   Preferred Stock.   The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of the Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required by law or pursuant to the terms of such Preferred Stock.

 

           D.   Restrictions on Voting Rights of the Corporation’s Equity Securities.

 

1.  Notwithstanding any other provision of these Articles of Incorporation, for a period of seven (7) years after the Corporation becomes the beneficial owner of 100% of Farmington Bank’s common stock, without the Commissioner’s prior written approval, no person shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of the Corporation’s capital stock.  If a person violates this prohibition, the Corporation shall not permit the person to vote shares in excess of 10% and shall not count the shares in excess of 10% in any shareholder vote. The foregoing restriction shall not apply to (i) any offer with a view toward public resale made solely and exclusively to the Corporation, the underwriters or a selling group acting on the Corporation’s behalf; or (ii) any of the Corporation’s tax-qualified employee stock benefit plans, provided that the plan or plans do not beneficially own more than twenty-five percent of any class of the shares in the aggregate.
 

 

For the purposes of this section:

(i)

a person shall be deemed to acquire beneficial ownership of more than 10% of a class of the Corporation’s stock if such person holds any combination of stock or revocable or irrevocable proxies under circumstances that give rise to a conclusive control determination under 12 CFR 574.4(a) or a rebuttable control determination under 12 CFR 574.4(b). It will be presumed that a person has acquired shares if such person entered into a binding written agreement for the transfer of shares;

(ii)

an offer is made when it is communicated. An offer does not include non-binding expressions of understanding or letters of intent regarding the terms of a potential acquisition; and

 

(iii)

a “person” shall mean any individual, firm, corporation or other entity.

 

3.  The Board of Directors shall have the power to construe and apply the provisions of this Section D and to make all determinations necessary or desirable to implement such provisions, including but not limited to matters with respect to (i) the number of shares of voting stock beneficially owned by any person, (ii) the application of any other definition or operative provision of this Section D to the given facts, or (iii) any other matter relating to the applicability or effect of this Section.

4.  The Board of Directors shall have the right to demand that any person who is reasonably believed to beneficially own a class of capital stock in excess of the Limit (or holds of record voting stock beneficially owned by any person in excess of the Limit) (a “Holder in Excess”) supply the Corporation with complete information as to (i) the record owner(s) of all shares beneficially owned by such Holder in Excess, and (ii) any other factual matter relating to the applicability or effect of this section as may reasonably be requested of such Holder in Excess. The Board of Directors shall further have the right to receive from any Holder in Excess reimbursement for all expenses incurred by the Board in connection with its investigation of any matters relating to the applicability or effect of this section on such Holder in Excess, to the extent such investigation is deemed appropriate by the Board of Directors as a result of the Holder in Excess refusing to supply the Corporation with the information described in the previous sentence.
 

5.  Any constructions, applications, or determinations made by the Board of Directors pursuant to this Section D in good faith and on the basis of such information and assistance as was then reasonably available for such purpose, shall be conclusive and binding upon the Corporation and its stockholders.
 

6.  In the event any provision (or portion thereof) of this Section D shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Section D shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of the Corporation and its stockholders that each such remaining provision (or portion thereof) of this Section D remain, to the fullest extent permitted by law, applicable and enforceable as to all stockholders, including stockholders owning an amount of stock over the Limit, notwithstanding any such finding.

E.           Majority Vote. Except for any provision of law requiring the authorization of any action by a greater proportion than a majority of the total number of shares of all classes of capital stock or of the total number of shares of any class of capital stock, such action shall be valid and effective if authorized by the affirmative vote of the holders of a majority of the total number of shares of all classes outstanding and entitled to vote thereon, except as otherwise provided in these Articles of Incorporation and the Bylaws.

 

 

F.           Quorum.  Except as otherwise provided by law or expressly provided in this Section D, the presence, in person or by proxy, of the holders of record of shares of capital stock of the Corporation entitling the holders thereof to a majority of the votes (after giving effect, if required, to the provisions of this Section D) entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the stockholders, and every reference in the Articles of Incorporation to a majority or other proportion of capital stock (or the holders thereof) for purposes of determining any quorum requirement or any requirement for stockholder consent or approval shall be deemed to refer to such majority or other proportion of the votes (or the holders thereof) then entitled to be cast in respect of such capital stock.

A.   Preemptive Rights.  No holder of the capital stock of the Corporation or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued capital stock of any class or series, or any unissued bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for capital stock of any class or series, or carrying any right to purchase stock of any class or series, except such as may be established by the Board of Directors.

B.   Appraisal Rights.   Holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, pursuant to a resolution approved by a majority of the directors then in office, shall determine that such rights apply with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.

 

 

A.   Management of the Corporation. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. All powers of the Corporation may be exercised by or under the authority of the Board of Directors, except as conferred on or as reserved to the stockholders by law or by these Articles of Incorporation or the Bylaws of the Corporation.
 

B.   Number, Class and Terms of Directors; Cumulative Voting.  The Board of Directors which shall consist of not less than six (6) nor more than twelve (12) members. The number of directors of the Corporation constituting the initial Board of Directors shall be seven (7) and shall thereafter be fixed from time to time at such number as the Board of Directors may by resolution determine in accordance with the Bylaws of the Corporation, provided, however, that such number shall never be less than the minimum number of directors required by the Maryland General Corporation Law (the “MGCL”) now or hereafter in force. The Directors shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as reasonably possible, with the directors in each class to hold office until their successors, if any, are elected and qualified. Each member of the Board of Directors in Class I shall hold office until the annual meeting of shareholders in 2012, each member of the Board of Directors in the Class II shall hold office until the annual meeting of shareholders in 2013 and each member of the Board of Directors in Class III shall hold office until the annual meeting of shareholders in 2014. At each annual meeting of the shareholders of the Corporation, the successors, if any, to the class of directors whose terms expire at that meeting shall be elected to hold office for terms expiring at the later of the annual meeting of shareholders held in the third year following the year of their election or the election and qualification of the successors, if any, to such class of directors.

 

 

The class and name of each initial director of the Corporation are set forth below:

Name		Next Date of Election
David Drew		2014
Kevin S. Ray		2013
Robert F. Edmunds, Jr.		2012
John J. Carson		2013
John J. Patrick, Jr., Chairman		2012
Ronald A. Bucchi		2013
Michael A. Ziebka		2014

 

Stockholders shall not be permitted to cumulate their votes in the election of directors.
 

C.   Vacancies. Any vacancies in the Board of Directors may be filled in the manner provided in the Bylaws of the Corporation.
 

D.   Removal.  Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5 hereof) voting together as a single class.
 

E.   Stockholder Proposals and Nominations of Directors.  Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.
 

ARTICLE 8.    Bylaws.   The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation.  Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the Whole Board.  The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation.  In addition to any vote of the holders of any class or series of stock of the Corporation required by law or by these Articles, the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5 hereof), voting together as a single class, shall be required for the adoption, amendment or repeal of any provisions of the Bylaws of the Corporation by the stockholders.

 

ARTICLE 9.    Evaluation of Certain Offers.   The Board of Directors, when evaluating (i) any offer of another Person (as defined below) to (A) make a tender or exchange offer for any equity security of the Corporation, (B) merge or consolidate the Corporation with another corporation or entity, or (C) purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation or (ii) any other actual or proposed transaction which would or may involve a change in control of the Corporation (whether by purchases of shares of stock or any other securities of the Corporation in the open market, or otherwise, tender offer, merger, consolidation, share exchange, dissolution, liquidation, sale of all or substantially all of the assets of the Corporation, proxy solicitation or otherwise), may, in connection with the exercise of its business judgment in determining what is in the best interests of the Corporation and its stockholders and in making any recommendation to the Corporation’s stockholders, give due consideration to all relevant factors, including, but not limited to: (A) the economic effect, both immediate and long-term, upon the Corporation’s stockholders, including stockholders, if any, who do not participate in the transaction; (B) the social and economic effect on the present and future employees, creditors and customers of, and others dealing with, the Corporation and its subsidiaries and on the communities in which the Corporation and its subsidiaries operate or are located; (C) whether the proposal is acceptable based on the historical, current or projected future operating results or financial condition of the Corporation; (D) whether a more favorable price could be obtained for the Corporation’s stock or other securities in the future; (E) the reputation and business practices of the other entity to be involved in the transaction and its management and affiliates as they would affect the employees of the Corporation and its subsidiaries; (F) the future value of the stock or any other securities of the Corporation or the other entity to be involved in the proposed transaction; (G) any antitrust or other legal and regulatory issues that are raised by the proposal; (H) the business and historical, current or expected future financial condition or operating results of the other entity to be involved in the transaction, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the proposed transaction, and other likely financial obligations of the other entity to be involved in the proposed transaction; and (I) the ability of the Corporation to fulfill its objectives as a financial institution holding company and on the ability of its subsidiary financial institution(s) to fulfill the objectives of a federally insured financial institution under applicable statutes and regulations. If the Board of Directors determines that any proposed transaction of the type described in clause (i) or (ii) of the immediately preceding sentence should be rejected, it may take any lawful action to defeat such transaction, including, but not limited to, any or all of the following: advising stockholders not to accept the proposal; instituting litigation against the party making the proposal; filing complaints with governmental and regulatory authorities; acquiring the stock or any of the securities of the Corporation; selling or otherwise issuing authorized but unissued stock, other securities or granting options or rights with respect thereto; acquiring a company to create an antitrust or other regulatory problem for the party making the proposal; and obtaining a more favorable offer from another individual or entity. This Article 9 does not create any inference concerning factors that may be considered by the Board of Directors regarding any proposed transaction of the type described in clause (i) or (ii) of the first sentence of this Article 9.

 

For purposes of this Article 9, a “Person” shall include an individual, a group acting in concert, a corporation, a partnership, an association, a joint venture, a pool, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group or entity formed for the purpose of acquiring, holding or disposing of securities.

 

ARTICLE 10.    Certain Business Combinations.  Without limiting the restrictions of Section D of Article 5 above, the provisions of Sections 3-602 and 3-603 of the MGCL as in effect on January 25, 2011 (or any succeeding, substantially similar statutory provisions) regarding the prohibition of a business combination with an Interested Shareholder (as defined therein) shall apply to the Corporation and are incorporated herein by reference.

ARTICLE 11.    Consolidation, Merger, Share Exchange or Transfer of Shares.  Without limiting the restrictions of Section D of Article 5 and Article 10 above, and except as otherwise provided in the MGCL, a consolidation, merger, share exchange or transfer of shares shall be approved by the affirmative vote of the majority of the Board of Directors of the Corporation and the affirmative vote of two-thirds of all the votes entitled to be cast on the matter (after giving effect to the provisions of Section D of Article 5).

A.   Indemnification.   The Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the MGCL now or hereafter in force, including the advancement of expenses under the procedures and to the fullest extent permitted by law, and (2) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

 

B.   Procedure.   If a claim under Section A of this Article 12 is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit. It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard for indemnification set forth in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 12 or otherwise shall be on the Corporation.

C.   Non-Exclusivity.   The rights to indemnification and to the advancement of expenses conferred in this Article 12 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Articles of Incorporation, the Corporation’s Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.

 

D.   Insurance.    The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the MGCL.

 

 

E.  Miscellaneous.   The Corporation shall not be liable for any payment under this Article 12 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 12 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
 

Any repeal or modification of this Article 12 shall not in any way diminish any rights to indemnification or advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 12 is in force.

 

ARTICLE 13.    Limitation of Liability.   An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the person actually received an improper benefit or profit in money, property or services for the amount of the benefit or profit in money, property or services actually received; (B) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.
 

ARTICLE 14.    Amendment of the Articles of Incorporation.   The Corporation reserves the right to amend or repeal any provision contained in these Articles in the manner prescribed by the MGCL, including any amendment altering the terms or contract rights, as expressly set forth in these Articles, of any of the Corporation’s outstanding stock by classification, reclassification or otherwise, and no stockholder approval shall be required if the approval of stockholders is not required for the proposed amendment or repeal by the MGCL, and all rights conferred upon stockholders are granted subject to this reservation.

 

The Board of Directors, pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number), and without action by the stockholders, may amend these Articles to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

 

No proposed amendment or repeal of any provision of these Articles shall be submitted to a stockholder vote unless the Board of Directors shall have (1) approved the proposed amendment or repeal, (2) determined that it is advisable, and (3) directed that it be submitted for consideration at either an annual or special meeting of the stockholders pursuant to a resolution approved by the Board of Directors. Any proposed amendment or repeal of any provision of these Articles may be abandoned by the Board of Directors at any time before its effective time upon the adoption of a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number).

 

 

The amendment or repeal of any provision of these Articles shall be approved by at least two-thirds of all votes entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote on the matter (after giving due effect to the provisions of Article 5 of these Articles), except that the proposed amendment or repeal of any provision of these Articles need only be approved by the vote of a majority of all the votes entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote on the matter (after giving due effect to the provisions of Article 5 of these Articles) if the amendment or repeal of such provision is approved by the Board of Directors pursuant to a resolution approved by at least two-thirds of the Whole Board (rounded up to the nearest whole number).

 

Notwithstanding any other provision of these Articles or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of the Corporation required by law or by these Articles, the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5), voting together as a single class, shall be required to amend or repeal this Article 14, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10, Article 11, Article 12 and Article 13.

 

ARTICLE 15.    Liquidation Account.   Under regulations of the Connecticut Department of Banking, the Corporation must establish and maintain a liquidation account (the “Liquidation Account”) for the benefit of certain Eligible Account Holders and Supplemental Eligible Account Holders as defined in the Plan of Conversion. In the event of a complete liquidation involving (i) the Corporation or (ii) Farmington Bank, the Corporation must comply with the regulations of the Connecticut Department of Banking and the provisions of the Plan of Conversion with respect to the amount and priorities of each Eligible Account Holder’s and Supplemental Eligible Account Holder’s interests in the Liquidation Account. The interest of an Eligible Account Holder or Supplemental Eligible Account Holder in the Liquidation Account does not entitle such account holders to voting rights.

 

I, THE UNDERSIGNED, being the Chairman of the Board of Directors, do make, file and record these Amended and Restated Articles of Incorporation, do certify that the facts herein stated are true, and, accordingly, have hereto set my hand this 17th day of February, 2011.

 

Exhibit A-2

 

January 27, 2011

TABLE OF CONTENTS.

 

		Page
ARTICLE I -STOCKHOLDERS
Section 1.	Annual Meeting.		1
Section 2.	Special Meetings.		1
Section 3.	Notice of Meetings; Adjournment.		1
Section 4.	Quorum.		2
Section 5.	Organization and Conduct of Business.		2
Section 6.	Advance Notice Provisions for Business to be Transacted at Annual Meetings and Elections of Directors.		3
Section 7.	Proxies and Voting.		5
Section 8.	Control Share Acquisition Act.		5
Section 9.	No Cumulative Voting.		6
ARTICLE II - DIRECTORS
Section 1.	Powers of Directors.		6
Section 2.	Number and Election.		6
Section 3.	Classification.		6
Section 4.	Term of Office.		7
Section 5.	Vacancies and Newly Created Directorships.		7
Section 6.	Regular Meetings.		7
Section 7.	Special Meetings.		7
Section 8.	Quorum.		7
Section 9.	Participation in Meetings by Conference Telephone.		7
Section 10.	Conduct of Business; Action Without Meeting.		8
Section 11.	Qualifications.		8
Section 12.	Executive and Non-Management Sessions.		8
Section 13.	Waiver of Notice.		8
Section 14.	Voting.		8
Section 15.	Removal of Directors.		8
Section 16.	Resignation and Retirement.		8
Section 17.	Committees.		9
Section 18.	Executive Committee.		9
Section 19.	Audit Committee.		10
Section 20.	Compensation Committee.		10
Section 21.	Governance and Nominating Committee.		10
Section 22.	Other Committees.		10
Section 23.	Compensation.		10

 

 

		Page
ARTICLE III - OFFICERS
Section 1.	Officers.		11
Section 2.	General Authority and Duties.		11
Section 3.	Appointment and Term of Office.		11
Section 4.	Chairman of the Board of Directors.		11
Section 5.	President.		11
Section 6.	Corporate Secretary.		12
Section 7.	Treasurer or Chief Financial Officer.		12
Section 8.	Other Officers.		12
ARTICLE IV - LIABILITY LIMITATION AND INDEMNIFICATION
Section 1.	Limitation of Liability.		12
Section 2.	Indemnification.		12
Section 3.	Non-exclusivity.		12
ARTICLE V - STOCK
Section 1.	Certificates.		12
Section 2.	Transfer.		13
Section 3.	Lost Certificates.		13
Section 4.	Endorsement of Stock Certificates.		13
Section 5.	Stock Ledger.		13
ARTICLE VI - MISCELLANEOUS
Section 1.	Facsimile Signatures.		13
Section 2.	Books and Records.		14
Section 3.	Reliance upon Books, Reports and Records.		14
Section 4.	Fiscal Year.		14
Section 5.	Time Periods.		14
Section 6.	Contracts and Agreements.		14
ARTICLE VII – AMENDMENTS

1.           Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date and at such time as the Board of Directors shall each year fix.  Failure to hold an annual meeting does not invalidate First Connecticut Bancorp, Inc.’s (the “Corporation”) existence or affect any otherwise valid corporate act.

2.           Special Meetings.  Special meetings of stockholders of the Corporation may be called by the Chairman, President or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies on the Board of Directors (hereinafter the “Whole Board”).  Special meetings of the stockholders shall be called by the Corporate Secretary at the request of stockholders only on the written request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting.  Such written request shall state the purpose or purposes of the meeting and the matters proposed to be acted upon at the meeting, and shall be delivered at the principal office of the Corporation addressed to the President or the Corporate Secretary.  The Corporate Secretary shall inform the stockholders who make the request of the reasonably estimated cost of preparing and mailing a notice of the meeting and, upon payment of these costs to the Corporation, notify each stockholder entitled to notice of the meeting.  The Board of Directors shall have the sole power to fix (i) the record date for determining stockholders entitled to request a special meeting of stockholders and the record date for determining stockholders entitled to notice of and to vote at the special meeting and (ii) the date, time and place of the special meeting and the means of remote communication, if any, by which stockholders and proxy holders may be considered present in person and may vote at the special meeting.

 

3.           Notice of Meetings; Adjournment.  Not less than 10 nor more than 90 days before each stockholders’ meeting, the Corporate Secretary shall give notice of the meeting in writing or by electronic transmission to each stockholder entitled to vote at the meeting and to each other stockholder entitled to notice of the meeting.  The notice shall state the time and place of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at the meeting, and, if the meeting is a special meeting or notice of the purpose is required by statute, the purpose of the meeting.  Notice is given to a stockholder when it is personally delivered to the stockholder, left at the stockholder’s residence or usual place of business, mailed to the stockholder at his or her address as it appears on the records of the Corporation, or transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions.  If the Corporation has received a request from a stockholder that notice not be sent by electronic transmission, the Corporation may not provide notice to the stockholder by electronic transmission.  Notwithstanding the foregoing provisions, each person who is entitled to notice waives notice if such person, before or after the meeting, delivers a written waiver or waiver by electronic transmission which is filed with the records of the stockholders’ meetings, or is present at the meeting in person or by proxy.

 

 

A meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than 120 days after the original record date.  At any adjourned meeting, any business may be transacted that might have been transacted at the original meeting.

 

 

4.           Quorum. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy (after giving effect to the provisions of Article 5 of the Corporation’s Articles of Incorporation), shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes present in person or represented by proxy (after giving effect to the provisions of Article 5 of the Corporation’s Articles of Incorporation) shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

5.           Organization and Conduct of Business.  The Chairman of the Board of Directors or, in his or her absence the Lead Director or, in his or her absence, such person as may be chosen by the Board of Directors, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Corporate Secretary or Assistant Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints. The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

 

 

6.           Advance Notice Provisions for Business to be Transacted at Annual Meetings and Elections of Directors.

 

(a)          At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) as specified in the Corporation’s notice of the meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who: (1) is a stockholder of record on the date such stockholder gives the notice provided for in this Section 6(a) and on the record date for the determination of stockholders entitled to vote at such annual meeting; and (2) complies with the notice procedures set forth in this Section 6(a).  For business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of the immediately preceding sentence, the stockholder must have given timely notice thereof in writing to the Corporate Secretary of the Corporation and such business must otherwise be a proper matter for action by stockholders.  To be timely, a stockholder’s notice must be delivered or mailed to and received by the Corporate Secretary of the Corporation at the principal executive office of the Corporation not less than 30 days nor more than 60 days prior to any such meeting; provided, however, that if less than 60 days’ notice or prior public disclosure of the date of the meeting is given to stockholders, such written notice shall be delivered or mailed to and received by the Corporate Secretary of the Corporation at the principal executive office of the Corporation not later than the tenth day following the day on which notice of the meeting was mailed to stockholders or such public disclosure was made.

A stockholder’s notice to the Corporate Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of such stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder and such beneficial owner; (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business; and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

 

Notwithstanding anything in these Bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this Section 6(a).  The officer of the Corporation or other person presiding over the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 6(a) and, if he or she should so determine, he or she shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted.

 

At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting pursuant to the Corporation’s notice of the meeting.

 

 

(b)           Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation.  Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who (1) is a stockholder of record on the date such stockholder gives the notice provided for in this Section 6(b) and on the record date for the determination of stockholders entitled to vote at such meeting, and (2) complies with the notice procedures set forth in this Section 6(b).  Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Corporate Secretary of the Corporation.  To be timely, a stockholder’s notice shall be delivered or mailed to and received by the Corporate Secretary of the Corporation at the principal executive office of the Corporation not less than 30 days nor more than 60 days prior to any such meeting; provided, however, that if less than 60 days’ notice or prior public disclosure of the date of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Corporate Secretary of the Corporation not later than the tenth day following the day on which notice of the meeting was mailed to stockholders or such public disclosure was made.

 

A stockholder’s notice must be in writing and set forth (a) as to each person whom the stockholder proposes to nominate for election as a director, (i) all information relating to such person that would indicate such person’s qualification to serve on the Board of Directors of the Corporation; (ii) an affidavit that such person would not be disqualified under the provisions of Article II, Section 12 of these Bylaws; (iii) such information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor rule or regulation and (iv) a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected; and (b) as to the stockholder giving the notice: (i) the name and address of such stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder and such beneficial owner; (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor rule or regulation.  No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 6(b).  The chairman of the meeting shall, if the facts so warrant, determine that a nomination was not made in accordance with such provisions and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

 

(c)           For purposes of subsections (a) and (b) of this Section 6, the term “public disclosure” shall mean disclosure (i) in a press release reported by a nationally recognized news service, (ii) in a document publicly filed or furnished by the Corporation with the U.S. Securities and Exchange Commission or (iii) on a website maintained by the Corporation.  The timely notice requirements provided in subsections (a) and (b) of this Section 6 shall apply to all stockholder nominations for election as a director and all stockholder proposals for business to be conducted at an annual meeting regardless of whether such proposal is submitted for inclusion in the Corporation’s proxy materials pursuant to Rule 14a-8 of Regulation 14A under the Exchange Act.

 

 

7.           Proxies and Voting.  A stockholder may vote the stock the stockholder owns of record either in person or by proxy. A stockholder may sign a writing authorizing another person to act as proxy. Signing may be accomplished by the stockholder or the stockholder’s authorized agent signing the writing or causing the stockholder’s signature to be affixed to the writing by any reasonable means, including facsimile signature. A stockholder may authorize another person to act as proxy by transmitting, or authorizing the transmission of, an authorization for the person to act as the proxy to the person authorized to act as proxy or to any other person authorized to receive the proxy authorization on behalf of the person authorized to act as the proxy, including a proxy solicitation firm or proxy support service organization. The authorization may be transmitted by a telegram, cablegram, datagram, electronic mail or any other electronic or telephonic means. Unless a proxy provides otherwise, it is not valid more than 11 months after its date. A proxy is revocable by a stockholder at any time without condition or qualification unless the proxy states that it is irrevocable and the proxy is coupled with an interest. A proxy may be made irrevocable for as long as it is coupled with an interest. The interest with which a proxy may be coupled includes an interest in the stock to be voted under the proxy or another general interest in the Corporation or its assets or liabilities.

The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

Unless the Articles of Incorporation of the Corporation provide for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding share of stock, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of stockholders. All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law or the Articles of Incorporation, all other matters shall be determined by a majority of the votes cast.

8.           Control Share Acquisition Act.  Notwithstanding any other provision of the Articles of the Corporation or these Bylaws, Title 3, Subtitle 7 of the MGCL (or any successor statute) shall not apply to any acquisition by any person of shares of stock of the Corporation. This Section 9 may be repealed by a majority of the Whole Board, in whole or in part, at any time, whether before or after an acquisition of Control Shares (as defined in Section 3-701(d) of the MGCL, or any successor provision) and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent Control Share Acquisition (as defined in Section 3-701(d) of the MGCL, or any successor provision).

 

 

9.           No Cumulative Voting.  Each holder of shares of common stock shall be entitled to one vote for each share held by such holder. No holder of such shares shall be entitled to cumulative voting for any purpose, including, but not limited to, the election of directors.

1.           Powers of Directors. The Corporation’s operations shall be under the direction of the Board of Directors. The Board of Directors is empowered to authorize the Corporation to be engaged in any activity that may be exercised or performed by the Corporation under laws of the State of Maryland, the Articles of Incorporation and these Bylaws. The Board of Directors shall be empowered to make rules and regulations essential to the performance of its duties of caring for and overseeing the property and affairs of the Corporation, to elect or appoint such officers and committees as it may deem necessary for the business of the Corporation and to prescribe their duties, to fix (or delegate to committee or executives to fix) the compensation of the directors, officers and employees of the Corporation, to declare dividends, to prescribe the rate, method of computation and time of payment of such dividends and to take or to prescribe the taking of such other action as may be necessary to the performance of its duties. The Board of Directors shall have a Lead Director who shall be an independent director in accordance with applicable stock listing rules. The powers and responsibilities of the Lead Director shall be established and modified from time to time at the discretion of the Board of Directors.

2.           Number and Election. The Board of Directors shall consist of at least six (6) directors but no more than twelve (12) directors, with the precise number of directors to be fixed, changed, and reestablished from time to time as only the Board of Directors may by resolution determine, by virtue of the Corporation’s election made hereby to be governed by Section 3-804(b) of the MGCL; provided, however, that such number shall never be less than the minimum number of directors required by the MGCL now or hereafter in force. Directors shall be elected by the stockholders at the annual meeting or at any special meeting called for the election of directors, and it shall not be a qualification of office that the directors be stockholders of the Corporation.  Each director shall hold office for the term for which he or she is elected and until his or her successor, if any, has been elected and qualified except that a Director shall cease to be in office upon his or her death, resignation, retirement, disqualification, removal, or court order decreeing that he or she is no longer a Director in office.

3.           Classification.  The Board of Directors shall be classified, with respect to the time for which they severally hold office, into three classes as nearly equal in number as reasonably practicable, with the directors in each class to hold office until their successors, if any, are elected and qualified. When the number of directors is changed, the Board of Directors shall determine the class or classes to which the increased or decreased number of directors shall be apportioned; provided that no change in the number of directors shall affect the term of any Director then in office.

 

 

4.           Term of Office.  At each annual meeting of the stockholders of the Corporation, the directors whose terms expire at the meeting (or their successor nominees or nominees for new directorships) shall be elected to hold office for terms expiring at the later of the annual meeting of the stockholders held in the third year following the year of their election or the election and qualification of the successors, if any, to such class of directors (except to the extent re-classification pursuant to Section 3 requires a shorter term).

5.           Vacancies and Newly Created Directorships. By virtue of the Corporation’s election made hereby to be subject to Section 3-804(c) of the MGCL, any vacancies in the Board of Directors resulting from an increase in the size of the Board of Directors or the death, resignation or removal of a director may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies.  No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

 

6.           Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

7.           Special Meetings.  Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number), by the Chairman of the Board or by the Lead Director, and shall be held at such place, on such date, and at such time as they, or he or she, shall fix. Notice of the place, date, and time of each such special meeting shall be given each Director by whom it is not waived by mailing written notice not less than five (5) days before the meeting or by telegraphing or telexing or by facsimile transmission or electronic transmission of the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.  Any special meeting of the Board of Directors may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

8.           Quorum.  At any meeting of the Board of Directors, a majority of the directors then constituting the Board of Directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

9.           Participation in Meetings By Conference Telephone. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

 

 

10.           Conduct of Business; Action Without Meeting.  At any meeting of the Board of Directors, the Chairman or, in his or her absence, the Lead Director, shall preside.  Business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or in the Articles of Incorporation or as required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

11.           Qualifications.  The Board of Directors, or a committee thereof, may from time to time adopt policies or rules as to the qualifications of directors.

12.           Executive and Non-Management Sessions.  The independent directors on the Board of Directors shall meet from time to time in executive sessions in connection with regularly scheduled Board of Directors meetings. Such executive sessions shall occur at least twice each calendar year in accordance with Nasdaq Listing Rules. The term “independent directors” shall have the meaning prescribed to it in the Nasdaq Listing Rules. Non-management members of the Board of Directors may also meet from time to time in non-management sessions. Executive and non-management sessions shall be called in such manner by such person(s) as determined from time to time by the Board of Directors.

13.           Waiver of Notice. Whenever notice is required to be given with respect to any meeting of the directors, a written waiver of notice signed by the Director(s) so entitled, whether before or after the time stated therein, and filed with the Corporate Secretary, shall be equivalent to the giving of such notice. In addition, if any Director is present at any meeting of the directors, he or she shall be deemed to have waived notice of such meeting unless he or she protests the lack of notice at the commencement of the meeting.

14.           Voting.  At meetings of the Board of Directors, each director shall have one vote on each matter presented at that meeting, subject to rules regarding the votes of independent directors.

15.           Removal of Directors.  By virtue of the Corporation’s election made hereby to be subject to Section 3-804(c) of the MGCL, a director may only be removed, for cause only, by two-thirds of all of the shares of the stock entitled to vote at the meeting.

16.           Resignation and Retirement.  Any Director may resign at any time by sending a written notice of such resignation to the main office of the Corporation addressed to the Chairman of the Board of Directors, the President or the Corporate Secretary. Unless the resigning Director otherwise specifies in the notice of resignation, such resignation shall take effect upon receipt of such notice by the Chairman of the Board of Directors, the President or the Corporate Secretary.  Directors shall automatically be deemed to have retired upon attaining the age of seventy-two (72) without the need for any additional action by the Corporation or affected Director.

 

 

17.           Committees.  The Board of Directors may, by resolution adopted by a majority of the directors, designate one or more committees, each committee to consist of three (3) or more directors elected by the Board of Directors. The Board of Directors may elect one or more directors as alternate members of any such committee, who may take the place of any absent member or members at a meeting of such committee.

Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless otherwise specified in the resolution of the Board of Directors designating the committee, the majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of the majority of the members of the committee present at any meeting of which there is a quorum shall be the act of the committee. Each such committee shall keep regular minutes of its meetings and report the same to the Board of Directors.

18.           Executive Committee. The Board of Directors may, by resolution adopted by a majority of the directors, designate not less than three (3) nor more than five (5) directors, consisting of at least the Chairman of the Board of Directors and the President, to constitute an Executive Committee. The Executive Committee, if any, shall meet at such times as it shall determine, and meetings shall be called by the Board of Directors or the President of the Corporation. The President of the Corporation shall serve as the Chair of the Executive Committee, if any, and shall preside over all meetings of the Executive Committee. The Executive Committee, if formed, shall have general supervision of the affairs of the Corporation to the extent not exercised by, or reserved by law to, the full Board of Directors. The Executive Committee may formulate and recommend to the Board of Directors for approval general policies regarding the management of the business and affairs of the Corporation. The designation of the Executive Committee and the delegation of authority to it shall not operate to relieve the Board of Directors or any member of it of any responsibility imposed by law. The Board of Directors shall have the power at any time to increase or decrease the number of members of any Executive Committee, to fill vacancies on it, to remove any member of it, and to change its functions or terminate its existence.

Meetings of the Executive Committee, if any, regular or special, may be held either inside or outside the United States. Regular meetings of the Executive Committee, of which no notice shall be necessary, shall be held on such days and at such places as shall be determined by the Executive Committee. Special meetings of the Executive Committee shall be held at the call of any member of the Executive Committee upon two (2) days’ prior notice to all of the other members of the Executive Committee. Attendance of any member of the Executive Committee at any meeting of the Executive Committee shall constitute a waiver of notice of the meeting. The Executive Committee shall keep minutes of its acts and proceedings which shall be submitted to the full Board of Directors at the next succeeding meeting of the Board of Directors for approval; but failure to submit or to receive approval of such minutes shall not invalidate any action taken upon an authorization contained in them. A majority of the Executive Committee shall be necessary to constitute a quorum for the transaction of any business. The acts of a majority of the members present at a meeting at which a quorum is present shall be the acts of the Executive Committee.

 

 

19.           Audit Committee. The Board of Directors shall, by resolution adopted by a majority of the directors, designate not less than three (3) nor more than five (5) directors to constitute an Audit Committee, all of whom shall be independent in accordance with applicable federal securities laws and stock listing rules, subject to such transition rules as may apply. At least one (1) member shall be a financial expert in accordance with applicable federal securities law and any applicable stock listing rules, or disclosure of the lack of a financial expert of the Audit Committee must be made in accordance with applicable securities disclosure rules.  The Audit Committee shall, annually, cause an audit to be made of the financial statements of the Corporation by certified public accountants selected by the Audit Committee in accordance with the Maryland General Corporation Law and federal securities laws.  The results of such audits shall be reviewed by the Audit Committee, and if deemed acceptable by the Audit Committee, shall be recommended for acceptance by the Board of Directors. The Audit Committee may perform such other functions as are customarily discharged by audit committees of similar institutions.

20.           Compensation Committee. The Board of Directors shall, by resolution adopted by a majority of the directors, designate not less than three (3) nor more than five (5) directors to constitute a Compensation Committee, all of whom shall be independent in accordance with applicable federal securities laws and stock listing rules, subject to transition rules as may apply.  The Compensation Committee shall determine executive compensation and perform such other functions as are customarily discharged by compensation committees of similar institutions.

21.           Governance and Nominating Committee. The Board of Directors shall, by resolution adopted by a majority of the directors, designate not less than three (3) nor more than five (5) directors to constitute a Governance and Nominating Committee, all of whom shall be independent in accordance with applicable federal securities laws and stock listing rules, subject to such transition rules as may apply.  The principal function of the Governance and Nominating Committee shall be to consider and recommend to the full Board of Directors nominees for directors of the Corporation. The Governance and Nominating Committee shall also be responsible for reporting and recommending from time to time to the Board of Directors matters relative to corporate governance. In lieu of this Committee, these functions can be served by the directors who are independent meeting as a group.

22.           Other Committees.  The Board of Directors may by resolution establish other committees as it may determine to be necessary or appropriate for the conduct of business of the Corporation and may prescribe the duties, constitution and procedures thereof.

23.           Compensation.  Board members may receive such reasonable compensation in the form of cash, equity or a combination thereof for their services as they may determine from time to time.  Such compensation may be in the form retainers, per meeting compensation, a combination of the foregoing or otherwise as deemed appropriate and reasonable.  Such compensation may vary depending on the role played by individual directors (e.g., chairs may receive additional compensation).

 

 

1.           Officers.  The officers shall consist of a Chairman of the Board of Directors, President and Chief Executive Officer (who may be the same person as the Chairman), Treasurer or Chief Financial Officer, Chief Accounting Officer (if different), Corporate Secretary, one or more Vice Presidents, and such other officers or assistant officers as the Board of Directors may from time to time appoint. The Board of Directors may designate one or more Vice Presidents as Executive Vice President(s) or Senior Vice President(s).  Any two or more principal offices may be held by the same person. If the Chairman is also the President and Chief Executive Officer, the Board of Directors shall also elect a Lead Director, who shall serve in accordance with such guidelines as the Board of Directors may from time to time approve.

2.           General Authority and Duties.  All officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as may be permitted in the Maryland General Corporation Law, provided in these Bylaws or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.  In the absence of action by the Board of Directors, the officers shall have such powers and duties as generally pertain to their respective offices.

3.           Appointment and Term of Office. The officers shall be appointed annually by the Board of Directors at its annual organization meeting or as soon thereafter as conveniently possible or at such other times as the Board of Directors deems necessary.  Each officer shall hold office until his successor, if any, is chosen and qualified, or until his death, his resignation, his retirement or his removal, whichever event shall first occur. Notwithstanding the foregoing, each officer shall hold office at the discretion of the Board of Directors and appointment of an officer or agent shall not of itself create any contractual rights. Any officer or agent may resign at any time by giving written notice to the Board of Directors, the President or the Corporate Secretary or Assistant Corporate Secretary. The resignation shall take effect at the time specified in the notice, and, unless otherwise specified in it, acceptance of the resignation shall not be necessary to make it effective.

4.           Chairman of the Board of Directors. The Chairman of the Board of Directors shall be chosen from among the directors, shall preside at all meetings of the Board of Directors and Executive Committee, if present, and shall, in general, perform all duties incident to the office of Chairman of the Board of Directors and such other duties as may be assigned to him or her by the Board of Directors.  The Chairman of the Board of Directors and the President may be the same person.

5.           President. The President shall have active executive management of the operations of the Corporation, subject, however, to the control of the Board of Directors and the Executive Committee, and to the restrictions or limitations imposed by any applicable rules, regulations or contractual provisions. The President shall preside at all meetings of the stockholders, and of the Board of Directors when the Chairman of the Board of Directors is not present.

 

 

6.           Corporate Secretary. The Corporate Secretary or Assistant Corporate Secretary shall keep or cause to be kept in a secure medium the minutes of the meetings of the stockholders and of the Board of Directors; shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; shall be custodian of the records; and, in general, shall perform all duties incident to the office of the Corporate Secretary or Assistant Corporate Secretary and such other duties as may be assigned to him or her by the Board of Directors or the President.

7.           Treasurer or Chief Financial Officer. The Treasurer or the Chief Financial Officer of the Corporation and shall be responsible for all monetized property of the Corporation and shall, or shall cause, the deposit and/or investment of all such funds as he/she determines to be prudent and in accordance with applicable law; and, in general, shall perform all the duties incident to the office of Treasurer or Chief Financial Officer and such other duties as may be assigned to him/her by the Board of Directors or the President.

8.           Other Officers.  Other officers, if any, shall have the powers and perform such duties incident to the respective offices that they hold and as from time to time may be prescribed by statute, these Bylaws, the Board of Directors and the President.

1.           Limitation of Liability. The liability of directors shall be limited as provided in the Articles of Incorporation of the Corporation.

2.           Indemnification. The Corporation shall indemnify its directors, officers, employees and agents as provided in the Articles of Incorporation of the Corporation.

3.           Non-exclusivity. The foregoing rights of indemnification shall in no way be exclusive of any other rights of indemnification to which any person may be entitled and shall inure to the benefit of the heirs, executors and administrators of such person. Any such right of indemnification shall be consistent with the laws of the State of Maryland.

1.           Certificates. The shares of the Corporation’s stock may be certificated or uncertificated, as provided under the Maryland General Corporation Law, and shall be entered into the books of the Corporation and registered as they are issued. Any registered stockholder shall be entitled to a physical stock certificate upon written request to the transfer agent or registrar of the Corporation.  In the case of certificated shares, certificates representing shares of capital stock of the Corporation shall be in such form as shall be determined by the Board of Directors and permitted by law.   Any certificates representing shares of stock shall be signed by, or in the name of the Corporation by, the Chairman of the Board, or the President or a Vice President, and by the Corporate Secretary or an Assistant Corporate Secretary, or the Chief Financial Officer, Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

 

2.           Transfer. Subject to the restrictions on transfer and ownership of securities, and unless otherwise provided by the Board of Directors, transfers of stock, if such stock is certificated, shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 3 of Article VI of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate or uncertificated shares are issued therefor. All surrendered certificates properly endorsed shall be marked “cancelled” with the date of cancellation and a notation of cancellation shall be made in the stockholder book. Upon the receipt of proper transfer instructions from the registered owner of uncertificated shares, the Corporation shall cancel the uncertificated shares and issue new equivalent uncertificated shares or certificated shares to the stockholder entitled thereto. Such transfers of stock shall be recorded on the books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Any or all of the signatures required by this Section may be made by facsimile.

3.           Lost Certificates. The Corporation may issue a new certificate of stock in place of any certificate therefore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require a stockholder, in such case, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction or any such certificate or the issuance of any such new certificate.

4.           Endorsement of Stock Certificates. Subject always to the specific directions of the Board of Directors or the Executive Committee, any shares of stock issued by any corporation and owned by the Corporation (including reacquired shares of stock of the Corporation) may, for sale or transfer, be endorsed in the name of the Corporation by the President or such other officer as may designated by the Corporation, and his or her signature shall be attested by the signature of the Corporate Secretary or Assistant Corporate Secretary.  Electronic and facsimile signatures are permitted to be used in the endorsement of stock certificates.

5.          Stock Ledger.   The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds.  The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection.  The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock or, if none, at the principal executive office of the Corporation.

1.          Facsimile Signatures.  In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

 

 

2.          Books and Records.   The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its stockholders and Board of Directors and of any committee when exercising any of the powers of the Board of Directors.  The books and records of the Corporation may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. Minutes               shall be recorded in written form but may be maintained in the form of a reproduction. The original or a certified copy of these Bylaws shall be kept at the principal office of the Corporation.

 

3.          Reliance upon Books, Reports and Records.  Each director, each member of any committee designated by the Board of Directors, and each officer and agent of the Corporation shall, in the performance of his or her duties, in addition to any protections conferred upon him or her by law, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director, committee member, officer or agent reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

4.          Fiscal Year.  The fiscal year of the Corporation shall be as fixed by the Board of Directors.

5.          Time Periods.  In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

6.        Contracts and Agreements.  To the extent permitted by applicable law, and except as otherwise prescribed by the Articles of Incorporation or these Bylaws, the Board of Directors may authorize any officer, employee or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.  Such authority may be general or confined to specific instances.  A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.

 

These Bylaws may be adopted, amended or repealed as provided in the Articles of Incorporation of the Corporation.

The Undersigned hereby certifies that these Bylaws have been adopted by a majority or more of the Directors of First Connecticut Bancorp, Inc. this 27th day of January, 2011.

 

	/s/ Brenda O. Kowalski
	Brenda O. Kowalski, Corporate Secretary