**Exhibit 3.1**

 

**BYLAWS**

 

 

**OF**

 

 

**GREENPOINTBANK**

 

 

As of July 9, 2003

 

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ARTICLE I. HOME OFFICE

 

The homeoffice of the GreenPoint Bank (“SAVINGS BANK”) is 807 Manhattan Avenue,Brooklyn, New York.

 

 

ARTICLE II. SHAREHOLDERS

 

Section 1.  Place of Meetings.  All annual and special meetings ofshareholders shall be held at the home office of the SAVINGS BANK or at suchother place in the State in which the principal place of business of theSAVINGS BANK is located as the Board of Directors may determine.

 

Section 2.  Annual Meeting.  A meeting of the shareholders of the SAVINGSBANK for the election of Directors and for the transaction of any otherbusiness of the SAVINGS BANK shall be held annually within 120 days after theend of each calendar year.

 

Section 3.  Special Meetings.  Special meetings of the shareholders for anypurpose or purposes, unless otherwise prescribed by the regulations of the NewYork State Banking Department (“NYB”), may be called at any time by theChairman of the Board of Directors (as set forth in Article V, Section 7,hereinafter referred to as the “Chairman of the Board”) or by a majority of theWhole Board of Directors, whereas the term “Whole Board of Directors” shallmean the number of authorized directorships, whether or not there exists anyvacancies in any previously authorized directorships.

 

Section 4.  Conduct of Meetings.  The Chairman of the Board shall preside atall meetings and in his absence, a person designated by a majority of the Boardshall preside at all meetings.  Thechairman of any meeting of stockholders shall determine the order of businessand the procedures at the meeting, including such regulations of the manner ofvoting and the conduct of discussion as seem to him in order.

 

Section 5.  Notice of Meetings.  Written notice stating the place, day andhour of the meeting and the purpose(s) for which the meeting is called shall bedelivered not fewer than 10 nor more than 50 days before the date of themeeting, either personally or by mail, by or at the direction of the Chairmanof the Board, the secretary, or the Board of Directors calling the meeting, toeach shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to bedelivered when deposited in the mail, addressed to the shareholder at theaddress as it appears on the stock transfer books or records of the

 

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SAVINGS BANK as of the recorddate prescribed in Section 6 of this Article II, with postage prepaid.  When any shareholders’ meeting, eitherannual or special, is adjourned for 30 days or more, notice of the adjournedmeeting shall be given as in the case of an original meeting.  It shall not be necessary to give any noticeof the time and place of any meeting adjourned for less than 30 days or of thebusiness to be transacted at the meeting, other than an announcement at themeeting at which such adjournment is taken.

 

Section 6.  Fixing of RecordDate.  For thepurpose of determining shareholders entitled to notice of or to vote at anymeeting of shareholders or any adjournment, or shareholders entitled to receivepayment of any dividend, or in order to make a determination of shareholdersfor any other proper purpose, the Board of Directors shall fix in advance adate as the record date for any such determination of shareholders.  Such date in any case shall be not more than50 days and, in case of a meeting of shareholders, not fewer than 10 days priorto the date on which the particular action, requiring such determination ofshareholders, is to be taken.  When adetermination of shareholders entitled to vote at any meeting of shareholdershas been made as provided in this section, such determination shall apply toany adjournment.

 

Section 7.  Voting Lists.  At least 20 days before each meeting of theshareholders, the officer or agent having charge of the stock transfer booksfor shares of the SAVINGS BANK shall make a complete list of the shareholdersentitled to vote at such meeting, or any adjournment, arranged in alphabeticalorder, with the address and the number of shares held by each.  This list of shareholders shall be kept onfile at the home office of the SAVINGS BANK. Such list shall also be produced and kept open at the time and place ofthe meeting and shall be subject to the inspection by any shareholder duringthe entire time of the meeting.  Theoriginal stock transfer book shall constitute prima facie evidence of theshareholders entitled to examine such list or transfer books or to vote at any meetingof shareholders.

 

Section 8.  Quorum.  A majority of the outstanding shares of theSAVINGS BANK entitled to vote, represented in person or by proxy, shallconstitute a quorum at a meeting of shareholders.  The shareholders present at a duly organized meeting may continueto transact business until adjournment, notwithstanding the withdrawal ofenough shareholders to constitute less than a quorum.  If less than a majority of the outstanding shares is representedat a meeting, a majority of the shares so represented may adjourn the meetingfrom time to time without further notice. At such adjourned meeting at which a quorum shall be present orrepresented, any business may be transacted which might have been transacted atthe meeting as originally notified.  Theexistence of a quorum at any meeting, or the existence of a duly organizedmeeting at which enough shareholders have withdrawn from such meeting toconstitute less than a quorum, however, shall not serve to amend, alter ormodify any 

 

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provisions in the SAVINGSBANK’s restated organization certificate or these Bylaws which require the voteof more than a majority of the outstanding shares entitled to vote at a dulyorganized meeting.

 

Section 9.  Proxies.  At all meetings of shareholders, ashareholder may vote by proxy executed in writing by the shareholder or by hisduly authorized attorney in fact. Proxies solicited on behalf of the management shall be voted as directedby the shareholder or, in the absence of such direction, as determined by amajority of the Whole Board of Directors. No proxy shall be valid more than eleven months from the date of itsexecution except for a proxy coupled with an interest.

 

Section 10.  Voting of Shares inthe Name of Two or More Persons.  When ownership stands in the name of two ormore persons, in the absence of written directions to the SAVINGS BANK to thecontrary, at any meeting of the shareholders of the SAVINGS BANK any one ormore of such shareholders may cast, in person or by proxy, all votes to whichsuch ownership is entitled.  In theevent an attempt is made to cast conflicting votes, in person or by proxy, bythe several persons in whose names shares of stock stand, the vote or votes towhich those persons are entitled shall be cast as directed by a majority ofthose holding such and present in person or by proxy at such meeting, but novotes shall be cast for such stock if a majority cannot agree.

 

Section 11.  Voting of Shares byCertain Holders. Shares standing in the name of another corporation may be voted by anyofficer, agent or proxy as the bylaws of such corporation may prescribe, or, inthe absence of such provision, as the board of directors of such corporationmay determine.  Shares held by anadministrator, executor, guardian or conservator may be voted by him, either inperson or by proxy, without a transfer of such shares into his name.  Shares standing in the name of a trustee maybe voted by him, either in person or by proxy, but no trustee shall be entitledto vote shares held by him without a transfer of such shares into hisname.  Shares standing in the name of areceiver may be voted by such receiver, and shares held by or under the controlof a receiver may be voted by such receiver without the transfer into his name,if authority to do so is contained in an appropriate order of the court orother public authority by which such receiver was appointed.

 

A shareholderwhose shares are pledged shall be entitled to vote such shares until the shareshave been transferred into the name of the pledgee and thereafter the pledgee,shall be entitled to vote the shares so transferred.

 

Neithertreasury shares of its own stock held by the SAVINGS BANK, nor shares held byanother corporation, if a majority of the shares entitled to vote for theelection of directors of such other corporation are held by the SAVINGS BANK,shall be voted at any meeting or 

 

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counted in determining thetotal number of outstanding shares at any given time for purposes of anymeeting.

 

Section 12.  Cumulative Voting.  Shareholders shall not be entitled tocumulate their votes for election of directors.

 

Section 13.  Inspectors ofElection.  Inadvance of any meeting of shareholders, the Board of Directors may appoint anypersons other than nominees for office as inspectors of election to act at suchmeeting or any adjournment.  The numberof inspectors shall be either one or three. Any such appointment shall not be altered at the meeting.  If inspectors of election are not soappointed, the Chairman of the Board may, or on the request of a shareholderpresent at the meeting shall, make such appointment at the meeting.  If appointed at the meeting, the Chairman ofthe Board shall determine whether there shall be one or three inspectors ofelection.  If appointed at the meetingand the Chairman of the Board fails to determine whether there shall be one orthree inspectors of election, the majority of the votes present shall determinewhether one or three inspectors are to be appointed.  In case any person appointed as inspector fails to appear orfails or refuses to act, the vacancy may be filled by appointment by the Boardof Directors in advance of the meeting, or at the meeting by the Chairman ofthe Board.

 

Unlessotherwise prescribed by regulations of the NYB, the duties of such inspectorsshall include: determining the number of shares outstanding and the votingpower of each share, the number of shares represented at the meeting, theexistence of a quorum, and the authenticity, validity and effect of proxies;receiving votes, ballots, or consents; hearing and determining all challengesand questions in any way arising in connection with the rights to vote; countingand tabulating all votes or consents; determining the result; and such acts asmay be proper to conduct the election or vote with fairness to allshareholders.

 

Section 14.  New Business.  Any new business to be taken up at theannual meeting shall be stated in writing and filed with the secretary of theSAVINGS BANK at least 45 days before the date of the annual meeting, and allbusiness so stated, proposed, and filed shall be considered at the annualmeeting, but no other proposal shall be acted upon at the annual meeting.  Any shareholder may make any other proposalat the annual meeting and the same may be discussed and considered, but unlessstated in writing and filed with the secretary at least 45 days before themeeting, such proposal shall be laid over for action at an adjourned, special,or annual meeting of the shareholders taking place 30 days or morethereafter.  This provision shall notprevent the consideration and approval or disapproval at the annual meeting ofreports of officers, directors and committees; but in connection with suchreports no new business shall be acted upon at such annual meeting unlessstated and filed as herein provided.

 

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Section 15.  Informal Action byShareholders. Any action required to be taken at a meeting of shareholders, or anyother action which may be taken at a meeting of the shareholders, may be takenwithout a meeting if consent in writing, setting forth the action so taken,shall be given by all of the shareholders entitled to vote with respect to thesubject matter.

 

 

ARTICLE III. BOARD OF DIRECTORS

 

Section 1.  General Powers.  The business and affairs of the SAVINGS BANKshall be under the direction of its Board of Directors.  No more than three salaried officers of theSAVINGS BANK may simultaneously serve on the board.  The Board of Directors shall annually elect a Chairman from amongits members who shall preside at its regular and special meetings.  In the absence or inability of the foregoingofficer to act, at any fully constituted meeting of the Board members, atemporary chairperson shall be appointed by those present to act as such duringthe interim term.

 

Section 2.  Number and Term.  The Board of Directors shall consist ofeleven (11) members and shall be divided into three classes as nearly equal innumber as possible.  The members of eachclass shall be elected for a term of three years and until their successors areelected and qualified.  One class shallbe elected annually.

 

Section 3.  Regular Meetings.  A regular monthly meeting of the Board ofDirectors shall be held at least eleven times a year without other notice thanthis bylaw.  At least one meeting shallbe held immediately after and at the same place as, the annual meeting of shareholders,which shall be the annual meeting of the Board.  The Board of Directors may provide, by resolution, the time andplace, within the SAVINGS BANK’s normal lending territory, for the holding ofadditional regular meetings without other notice than such resolution.

 

Section 4.  Qualification.  Each director shall at all times be thebeneficial owner of not less than 100 shares of capital stock of the SAVINGSBANK unless the SAVINGS BANK is a wholly owned subsidiary of a holding company.

 

Section 5.  Special Meetings.  The Chairman of the Board, or in the absenceor disability of the Chairman of the Board, the President may call specialmeetings of the Board, and the Secretary of the Board shall call a meeting uponthe written request of a majority of the Board of Directors.  A special meeting may be held at such timeand place as shall be stated in the notice of meeting.

 

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Section 6.  Participation inMeetings by Directors.  Members of the Board of Directors, or any committee thereof, mayparticipate in a meeting of such Board or Committee by means of conferencetelephone, or by means of similar communications equipment by means of whichall persons participating in the meeting can speak and hear each other at thesame time and such participation shall constitute presence in person at suchmeeting.

 

Section 7.  Notice.  Written notice of any special meeting shallbe given to each director at least twenty-four (24) hours prior thereto whendelivered personally or by telephone or telegram, or at least five days priorthereto when delivered by mail at the address at which the director is mostlikely to be reached.  Such notice shallbe deemed to be delivered when deposited in the mail so addressed, with postageprepaid if mailed, or when delivered to the telegraph company if sent bytelegram.  Any director may waive noticeof any meeting by a writing filed with the secretary.  The attendance of a director at a meeting shall constitute awaiver of notice of such meeting, except where a director attends a meeting forthe express purpose of objecting to the transaction of any business because themeeting is not lawfully called or convened. The business to be transacted at, and the purpose of, any specialmeeting of the Board of Directors must be specified in the notice of suchmeeting and no other business shall be transacted at that time.

 

Section 8.  Quorum.  A majority of the number of directors fixedby Section 2 of this Article III shall constitute a quorum for the transactingof business at any meeting of the Board of Directors, but if less than suchmajority is present at a meeting, a majority of the directors present mayadjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner asprescribed by Section 7 of this Article III.

 

Section 9.  Manner of Acting.  The act of the majority of the directorspresent at a meeting at which a quorum is present shall be the act of the Boardof Directors, unless a greater number is prescribed by regulations of the NYB,the Restated Organization Certificate or by these Bylaws.

 

Section 10.  Action Without aMeeting.  Anyaction required or permitted to be taken by the Board of Directors at a meetingmay be taken without a meeting if a consent in writing, setting forth theaction so taken, shall be signed by all of the directors.

 

Section 11.  Eligibility,Resignation and Retirement.  Any director may resign at any time by sending a written noticeof such resignation to the home office of the SAVINGS BANK addressed to theChairman of the Board.  Unless otherwisespecified, such resignation shall take effect upon receipt by the Chairman ofthe Board.  The absence from regularmeetings of the Board of Directors and the meetings of any committee of theBoard of which 

 

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the director is a member, forsix consecutive months, unless excused by resolution of the Board of Directors,shall automatically constitute a resignation, effective when such resignationis accepted by the Board of Directors.

 

Except for theinitial members of the Board of Directors as set forth in the RestatedOrganization Certificate, no person shall be eligible for initial election as aDirector who is 65 years of age or more. No person may be elected, appointed, nominated or otherwise serve as adirector of the SAVINGS BANK after December 31 of the year in which such personattains the age of 72, grandfathering the three Directors who currently (as atApril 1994) have attained the age of 72 or more to the age of 75.  Vacancies on the Board of Directors createdby operation of this provision may be filled in accordance with the Bylaws.

 

Section 12.  Vacancies.  All vacancies in the office of Director,including newly created Directorships resulting from an increase in the numberof Directors, shall be filled by election of stockholders, except thatvacancies not exceeding one-third of the entire Board of Directors may befilled by the affirmative vote of a majority of the remaining directors,although less than a quorum of the Board of Directors, provided that thenomination of a candidate therefor shall have been made by the NominatingCommittee, created as hereinafter provided in these Bylaws.  A director elected to fill a vacancy shallbe elected to serve for the balance of the unexpired term and a Directorelected to fill a vacancy to be filled by reason of an increase in the numberof directors shall be elected to serve for the balance of the unexpired term ofthe class to which such director is elected.

 

Section 13.  Compensation.  Directors, as such, may receive compensationfor their services, including a stated retainer.  By resolution of the Board of Directors, a reasonable fixed sum,and reasonable expenses of attendance, if any, may be allowed for actualattendance at each regular or special meeting of the Board of Directors.  Members of either standing, special ortemporary committees, as such, may receive compensation for their services,including a stated retainer, as the Board of Directors may determine.  By resolution of the Board of Directors, areasonable fixed sum, and reasonable expenses of attendance, if any, may beallowed for actual attendance at each regular or special meeting of committees.

 

Section 14.  Presumption ofAssent.  Adirector of the SAVINGS BANK who is present at a meeting of the Board ofDirectors at which action on any SAVINGS BANK matter is taken shall be presumedto have assented to the action taken unless his dissent or abstention shall beentered in the minutes of the meeting or unless he shall file a written dissentto such action with the person acting as the secretary of the meeting beforethe adjournment thereof or shall forward such dissent by registered mail to thesecretary of the

 

SAVINGS BANK within fivedays after the date a copy of the minutes of the meeting is 

 

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received.  Such right to dissent shall not apply to adirector who voted in favor of such action.

 

Section 15.  Removal ofDirectors.  Ata meeting of shareholders called expressly for that purpose, any director maybe removed for cause by a vote of the holders of a majority of the shares thenentitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to electone or more directors by the provisions of the Restated OrganizationCertificate or supplemental sections thereto, the provisions of this sectionshall apply, in respect to the removal of a director or directors so elected,to the vote of the holders of the outstanding shares of that class and not tothe vote of the outstanding shares as a whole.

 

Section 16.  Emergency Authority.  In the event there shall occur an acuteemergency resulting from a hostile attack, as defined in Article 7 of the NewYork State Defense Emergency Act, which shall be of such severity as to preventthe conduct and management of the affairs and business of the SAVINGS BANK byits Directors and officers as otherwise provided in these Bylaws, any three ormore available members of the then incumbent Executive Committee shallconstitute an emergency Board of Directors which shall have the power, subjectto limitations prescribed in Article 7 of the New York State Defense EmergencyAct, by a majority of such persons present, to take any and every action whichmay be necessary to meet the exigencies of the acute emergency and to enablethe SAVINGS BANK to conduct its business during such period, including therelocation elsewhere of any office of the SAVINGS BANK which shall be unable tofunction because of the acute emergency. If during the period of acute emergency there shall be no ExecutiveCommittee, or a minimum of three members of the then incumbent ExecutiveCommittee shall not be available, then and in that event such other availableDirectors as may be needed to obtain the minimum of three members shall serveon the emergency Board of Directors.

 

During aperiod of acute emergency resulting from a hostile attack, the emergencymanagement of the SAVINGS BANK shall be in accordance with the powers andlimitations contained in the existing provisions of Article 7 of the New YorkState Defense Emergency Act, and such provisions shall suspend or modify theseBylaws to the extent of any conflict.

 

 

ARTICLE IV. COMMITTEES

 

Section 1.  Enumeration ofCommittees. The standing committees of the Board of Directors shall be an ExecutiveCommittee, an Audit Committee, and a Nominating Committee.  The Board of Directors, by vote of a majorityof the whole Board of Directors, may from time to time designate additionalcommittees of the Board, either temporary or permanent, with such lawfullydelegable powers and duties as it thereby confers not 

 

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inconsistent with these Bylaws,to serve at the pleasure of a majority of the Whole Board and shall, for thesecommittees and any others provided for herein, elect a Director or Directors toserve as the member or members, designating, if it desires, other Directors asalternate members (“Alternate Directors”) who may replace any absent ordisqualified member at any meeting of the committee; provided however, that theChairman shall be a member of, and shall serve as the chairman of the ExecutiveCommittee.  The Board of Directors, by aresolution adopted by a majority of the Whole Board may terminate any committeepreviously established.

 

Section 2.  The ExecutiveCommittee.  TheExecutive Committee shall consist of the Chairman of the Board and not lessthan four additional Directors elected by the vote of the majority of the WholeBoard.

 

If any memberof the Executive Committee shall be absent from any meeting of the committee,the Chairman shall designate some other Director, other than one serving as asalaried officer, to act as a member of the committee at that meeting.  In the event there shall be a vacancy in theoffice of Chairman, then and in that event such other additional Director orDirectors as may be needed to obtain the full complement of members shall beelected by the Board to serve until the vacancy is filled, or until the nextannual meeting.  Any member of theexecutive committee may be removed at any time with or without cause byresolution adopted by a majority of the Whole Board of Directors.

 

Regularmeetings of the Executive Committee may be held without notice at such timesand places as the Executive Committee may fix from time to time byresolution.  Special meetings of thecommittee may be called by the Chairman or at any time by any two members ofthe committee, upon twenty-four hours’ notice by mail, in person, or bytelegraph or telephone.  The notice of aspecial meeting of the committee, however given, shall state the time when andthe place, which shall be within the State of New York, where the meeting is tobe held and the business which is to be presented and no business other thanthat stated in the notice shall be transacted at said meeting.  The Executive Committee may make rules forthe regulation of its meetings and proceedings not inconsistent with theseBylaws.

 

Three membersof the committee, including designees designated to act for an absent member ormembers of the committee, shall be necessary for a quorum at any meeting of thecommittee.  Attendance by Alternate Directorsshall constitute membership on the Committee for determining quorumrequirements.  Action of the executivecommittee must be authorized by the affirmative vote of a majority of themembers present at a meeting at which a quorum is present.  Any action required or permitted to be takenby the executive

 

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committee at a meeting may betaken without a meeting if a consent in writing, setting forth the action sotaken, shall be signed by all of the members of the executive committee.

 

Except asotherwise provided herein, the Executive Committee, when the Board of Directorsis not in session, shall have and may exercise all of the authority of theBoard of Directors, except to the extent, if any, that such authority may belimited by resolution adopted by a majority of the Whole Board of Directors orby the laws of the State of New York. In addition, the Executive Committee shall not have the authority of theBoard of Directors with reference to: the submission to stockholders of anyaction that requires stockholders’ authorization under New York law orregulations; the filling of vacancies in the Board of Directors or in anycommittee of the Board of Directors; the fixing of compensation of the Directorsfor serving on the Board or any committee thereof; the amendment or repeal ofany resolution of the Board of Directors which by its terms shall not be soamendable or repealable; the taking of any action which is expressly requiredby New York law or regulation to be taken at a meeting of the Board ofDirectors or by a specified proportion of Directors; the amendment or repeal ofthe Restated Organization Certificate or Bylaws of the SAVINGS BANK or adoptionof new Bylaws of the SAVINGS BANK, or recommending to the shareholders a planof merger, consolidation, or conversion; the sale, lease or other dispositionof all or substantially all of the property and assets of the SAVINGS BANKotherwise than in the usual and regular course of its business; a voluntarydissolution of the SAVINGS BANK; a revocation of any of the foregoing; or theapproval of a transaction in which any member of the executive committee,directly or indirectly, has any material beneficial interest.

 

Section 3.  The NominatingCommittee.  TheBoard of Directors, by resolution adopted by a majority of the Whole Board,shall appoint a Nominating Committee of the Board, consisting of not less thanthree (3) members of the Board of Directors. The Nominating Committee shall have authority (a) to review anynominations for election to the Board of Directors made by a stockholder of theSAVINGS BANK and (b) to recommend to the Whole Board nominees for election tothe Board of Directors (i) to replace those Directors whose terms expire at theannual meeting of stockholders next ensuing and (ii) to fill vacanciesresulting from death, resignation, retirement, disqualification, removal fromoffice or other cause, or resulting from an increase in the authorized numberof Directors.

 

Section 4.  The Audit Committee.  The Audit Committee shall consist of four ormore Directors, none of whom shall be a salaried officer of the SAVINGS BANK,who shall be elected to said Committee at the annual meeting of the Board ofDirectors, or in the case of the filling of a vacancy (such vacancy, in everycase to be filled by an existing non-salaried Director) at any regular orspecial meeting of the Board.  The AuditCommittee shall assist the Board of Directors in fulfilling its obligation tooversee the appropriateness of accounting 

 

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policies, and SAVINGS BANKprocedures and controls and shall be charged with the duty of carrying out therequirements of Section 254 of the Banking Law as the same now is in force oras it may be amended or of any law substituted therefor.  In performing its functions, the AuditCommittee shall utilize the expertise of the SAVINGS BANK’s internal AuditingDepartment under the direction of the SAVINGS BANK’s internal Auditor.  The Audit Committee shall hold formalmeetings with the SAVINGS BANK’s internal auditors on a quarterly basis.

 

 

ARTICLE V. OFFICERS

 

Section 1. Positions.  The Board shall elect a Chairman of theBoard, who shall be the Chief Executive Officer and who shall be a member ofthe Board of Directors.  The Board shallalso elect a President, one or more Executive Vice Presidents, one or moreSenior Vice Presidents, and a Secretary, who need not be members of the Board.  The offices of Secretary and, if appointed,Treasurer, may be held by the same person and a Vice President may also beeither a Secretary or Treasurer.  Anyoffices may be held concurrently by the same person, except that the Chairmanshall hold no additional office other than in this Section 1 provided.  The Board of Directors shall also appointthe Auditor, who may not hold another office.

 

The Chairman,the President and the Executive Vice Presidents shall be the Executive Officersof the SAVINGS BANK.

 

Section 2.  Election and Term ofOffice.  Theofficers of the SAVINGS BANK required to be elected by the Board of Directorspursuant to Section 1 hereof shall be elected annually at the annual meeting ofthe Board of Directors or at the first meeting of the Board of Directors heldafter each annual meeting of the shareholders. If the election of officers is not held at such meeting, such electionshall be held as soon thereafter as possible. Each officer shall hold office until a successor has been duly electedand qualified or until the officer’s death, resignation, retirement or removalin the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not ofitself create contractual rights.  TheBoard of Directors may authorize the SAVINGS BANK to enter into an employmentcontract with any officer; but no such contract shall impair the right of theBoard of Directors to remove any officer at any time in accordance with Section3 of this Article V.

 

Section 3.  Removal.  Any officer may be removed by the Board ofDirectors whenever in its judgment the best interests of the SAVINGS BANK willbe served thereby,

 

but such removal, otherthan for cause, shall be without prejudice to the contractual rights, if 

 

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any, of the person soremoved.

 

Section 4.  Vacancies.  A vacancy in any executive officer positionbecause of death, resignation, removal, disqualification or otherwise, may befilled by the Board of Directors for the unexpired portion of the term.  Any vacancy in any officer position otherthan an executive officer position may be filled by the Chief Executive Officerfor the unexpired portion of the term, provided such action by the ChiefExecutive Officer is ratified by the Board of Directors.

 

Section 5.  Delegation of Duties.  In the absence or disability of an officerof the SAVINGS BANK, or for any other reason which may seem sufficient to theBoard, the Board of Directors may delegate his powers and duties to any otherofficer or to any Director.

 

Section 6. Remuneration.  The remuneration of the officers shall befixed from time to time by the Board of Directors.  The employees of the SAVINGS BANK shall receive such compensationand allowances as the Board of Directors may from time to time fix or approveor, within limits or schedules from time to time fixed or established by theBoard as may be determined by the Executive Committee, the Chairman or acommittee of the Board appointed for that purpose.

 

Section 7.  Chairman of theBoard of Directors and Chief Executive Officer. TheChairman of the Board shall be the Chief Executive Officer of the SAVINGS BANKand, subject to the provisions of these Bylaws and the resolutions of theBoard, shall have the active management, direction and supervision of theSAVINGS BANK and its officers, its operations, securities and obligations, andshall have all powers and perform all duties incidental of his office.  He shall preside at all meetings of theBoard and the Executive Committee, and appoint all committees not otherwiseprovided for by law or by these Bylaws or by action of the Board of Directors.He may perform, or cause to be performed, at any time, any of the functions orduties of any other officer.  He mayassign to all other officers, employees and agents of the SAVINGS BANK, dutiesin addition to those specifically described in these Bylaws.

 

He shall havecustody of the common seal and direct the use of it.  He shall have power to sign and execute any and all contracts,papers and legal documents.  He maydelegate to Counsel or such other officers as are designated by the Board ofDirectors, the authority, under the seal of the SAVINGS BANK, to execute andacknowledge, in the name and on behalf of the SAVINGS BANK, all contracts,papers and documents incident or related to the business of the SAVINGS BANK,except where otherwise directed by law or by these Bylaws.

 

Unlessotherwise provided by resolution of the Board of Directors or these Bylaws, he

 

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may fill vacancies oncommittees and may appoint such other committees as he may deem necessary orthe Board may require.  He shall performsuch other duties as the Board of Directors may direct.

 

The decisionsof the Chairman of the Board on any matter, incident to the business of theSAVINGS BANK, shall be conclusive unless modified by the Board of Directors.

 

Section 8. President.  The President shall be designated as ChiefOperating Officer and shall perform such administrative and executive duties asare provided in these Bylaws, and as may be properly delegated by the Chairmanof the Board.  In the absence of orinability of the Chairman of the Board to act, the President shall perform allthe duties of the Chairman of the Board.

 

Section 9.  Executive Vice Presidents.  The Executive Vice Presidents shall performsuch administrative and executive duties as are provided in these Bylaws, andas may be properly required of them or delegated to them by the Chairman, or asmay from time to time be required by the Board of Directors, and shall exercisesuch powers as may from time to time be conferred upon them by the Board.

 

Section 10. Secretary.  The Secretary shall give due notice as inthese Bylaws provided of all meetings of the Board of Directors and of theExecutive Committee.  He shall attendall meetings of the Board and of said Committee and shall keep the minutesthereof.  If requested so to do he shallattend and keep the minutes of the meetings of any and all other committees ofthe Board.  He shall have custody of thecorporate records of the SAVINGS BANK and its common seal; and when properlyaffixed to any document shall attest said seal.  He shall perform all of the usual duties of the Secretary of acorporation, together with such duties as may from time to time be properlyassigned to him by the Chairman or the Board of Directors.

 

Section 11.  Senior VicePresidents. The Senior Vice Presidents shall severally perform such duties and shallexercise such powers as may from time to time be assigned to or conferred uponthem by the Board of Directors, and they shall perform such other duties as maybe assigned to them by the Chairman.

 

Section 12.  Auditor.  The Auditor shall, subject to the controland direction of the Board of Directors, have supervision and control of suchprogram of internal audit as may be approved by the Board or be required by abody having supervisory or examining authority over the SAVINGS BANK; saidprogram shall in any case, require periodic review and verification of theassets of the SAVINGS BANK, the control of items of income and the review ofexpenditures.  He shall also examine, orcause to be examined, and verify, or cause

 

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to be verified, entries infinancial records and shall review, or cause to be reviewed all reports made toexamining, supervisory and taxing authorities before they are forwarded orfiled.  The Auditor shall report inwriting upon the foregoing matters to the Chairman at least as often as once ineach quarter.  The Auditor also shalltransmit directly to the Audit Committee of the Board of Directors suchreports, quarterly or otherwise, as may be necessary for that Committee toperform its functions.  The Auditorshall also prepare or have prepared and shall submit any and all additionalreports required of him at any time by the Board of Directors or the Chairman.

 

Section 13.  Other Officers.  The Chairman of the Board or the Board ofDirectors, upon recommendation of the Chairman of the Board, may in theirdiscretion, from time to time, establish such other offices as it may deem wiseand may elect incumbents thereof and fix their duties and powers notinconsistent with the provisions of these Bylaws.  Such officers, unless the Board shall by resolution duly adoptedotherwise provide, shall hold office during the pleasure of the Board and theChairman.

 

 

ARTICLE VI. SECURITIES AND INVESTMENTS

 

Section 1.  Loans andInvestments. The Board of Directors shall from time to time determine and direct towhat extent the funds and property of the SAVINGS BANK shall be invested, and,subject to all applicable provisions of law, the kind and character of theinvestments which are to be made and how the same shall be handled and dealtwith.  No loans shall be contracted onbehalf of the SAVINGS BANK and no evidence of indebtedness shall be issued inits name unless authorized by the Board of Directors.  Such authority may be general or confined to specific instances.

 

Section 2.  Care and Custody ofSecurities.  Allstocks, bonds and other securities, including bonds and mortgages, not directedby the Board of Directors to be held in bearer form, or in the name of anominee, shall be in the name of the SAVINGS BANK and, to the extent that theform of the several securities may permit or as may be permitted or required bylaw, shall be registered or recorded in the name of the SAVINGS BANK.  All securities including bonds and mortgagesheld by the SAVINGS BANK shall be kept in such manner and at such places as theBoard of Directors, having due regard for the safety and protection thereof,may direct, and all or any part thereof may be lodged or deposited forsafekeeping with such other institutions as the Board may from time to timeapprove.

 

Section 3.  Transfers of Securities,Etc.  Transfersand assignments of stocks, bonds and other securities standing, issued orregistered in the name of the SAVINGS BANK may be signed by any two of thefollowing officers acting by virtue of their several offices, to wit:

 

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the Chairman, the President, anExecutive Vice President, the Secretary, or may be signed by any one of saidofficers together with such other officer or officers, or person or persons, asthe Board of Directors may from time to time authorize or designate.

 

The Chairmanor the President, or in their absence an Executive Vice President (other thanone serving as Mortgage Loan Officer) or the Secretary, shall execute any andall instruments for the proper transaction of the business of the SAVINGS BANKrelating to its mortgage investments, including extensions, modifications,alterations, and amendments, assignments and satisfaction pieces.  The Board of Directors may, nevertheless, atany time authorize and empower other additional officers or employees to do anyone or more of these things.

 

 

ARTICLE VII. DEPOSITORIES, CHECKS AND DRAFTS

 

Section 1.  Depositaries andWithdrawals. The Board of Directors may from time to time designate banks, trustcompanies or similar institutions to be depositaries of funds of the SAVINGSBANK and may by resolution designate the officer or officers, or employee oremployees, who shall be authorized to sign the checks, drafts, vouchers ororders of the SAVINGS BANK upon which such depositaries shall be authorized topay out the moneys so deposited.  Unlessand until the Board shall otherwise provide, such checks, drafts, vouchers ororders for the payment of deposited funds shall be signed by any two of thefollowing officers (other than one serving concurrently as Mortgage LoanOfficer or Auditor): the Chairman, the President, an Executive Vice President,a Senior Vice President, a Vice President, the Secretary, the Comptroller, anAssistant Vice President, an Assistant Secretary, an Assistant Comptroller andthe Assistant to the President, if the Board of Directors shall haveestablished the offices of Assistant Vice President, Assistant Secretary,Assistant Comptroller or Assistant to the Chairman.

 

Section 2.  Depositors’ Withdrawals.  The Chairman, the President, an ExecutiveVice President or the Secretary shall designate those officers and employeeswho shall be authorized to sign or countersign checks drawn upon the generaldeposit accounts of the SAVINGS BANK issued in payment of depositorwithdrawals.

 

The Board ofDirectors may also adopt such other means of payment of depositor withdrawalsas to it may seem proper and expedient.

 

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ARTICLE VIII.  CERTIFICATES FORSHARES AND THEIR TRANSFER

 

Section 1.  Certificates forShares. Certificates representing shares of capital stock of the SAVINGS BANKshall be in such form as shall be determined by the Board of Directors andapproved by the NYB.  Such certificatesshall be signed by the Chairman of the Board or by any other officer of theSAVINGS BANK authorized by the Board, attested by the secretary or an assistantsecretary, and sealed with the corporate seal or a facsimile thereof.  The signatures of such officers upon acertificate may be facsimiles if the certificate is manually signed on behalfof a transfer agent or a registrar, other than the SAVINGS BANK itself or oneof its employees.  Each certificate forshares of capital stock shall be consecutively numbered or otherwiseidentified.  The name and address of theperson to whom the shares are issued, with the number of shares and date ofissue, shall be entered on the stock transfer books of the SAVINGS BANK.  All certificates surrendered to the SAVINGSBANK for transfer shall be canceled and no new certificate shall be issueduntil the former certificate for a like number of shares has been surrenderedand canceled, except that in case of a lost or destroyed certificate, a newcertificate may be issued upon such terms and indemnity to the SAVINGS BANK asthe Board of Directors may prescribe.

 

Section 2.  Transfer of Shares.  Transfer of shares of capital stock of theSAVINGS BANK shall be made only on its stock transfer books.  Authority for such transfer shall be givenonly by the holder of record or by his legal representative, who shall furnishproper evidence of such authority, or by his attorney authorized by a dulyexecuted power of attorney and filed with the SAVINGS BANK.  Such transfer shall be made only on surrenderfor cancellation of the certificate for such shares.  The person in whose name shares of capital stock stand on thebooks of the SAVINGS BANK shall be deemed by the SAVINGS BANK to be the ownerfor all purposes.

 

 

ARTICLE IX. FISCAL YEAR; ANNUAL AUDIT

 

The fiscalyear of the SAVINGS BANK shall be as fixed by the Board of Directors.  The SAVINGS BANK shall be subject to anannual audit as of the end of its fiscal year by independent public accountantsappointed by and responsible to the Board of Directors.  The appointment of such accountants shall besubject to annual ratification by the shareholders.

 

 

ARTICLE X. DIVIDENDS

 

Subject to theterms of the SAVINGS BANK’s Restated Organization Certificate and theregulations and orders of the NYB, the Board of Directors may, from time totime,

 

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declare, and the SAVINGSBANK may pay, dividends on its outstanding shares of capital stock.

 

 

ARTICLE XI. CORPORATE SEAL

 

The Board ofDirectors shall provide a SAVINGS BANK seal, which shall be two concentriccircles between which shall be the name of the SAVINGS BANK.  The year of incorporation or an emblem mayappear in the center.

 

 

ARTICLE XII. SURETY BONDS

 

Section 1.  Surety Bonds andPremiums Thereon. The SAVINGS BANK shall procure from a responsible surety companyapproved by the Board of Directors and shall keep continuously in force andeffect a banker’s blanket bond of insurance or a fidelity bond of similar typeand character covering all of the officers and employees of the SAVINGS BANK insuch amount as the Board may fix.  TheBoard may also require that individual officers or employees shall furnishseparate bonds conditioned on the faithful performance of their severalduties.  It shall be obligatory upon theofficers and employees to furnish to the SAVINGS BANK and to the surety companyinvolved any and all information necessary or appropriate to the procurement ofany bond or bonds herein provided for. The SAVINGS BANK may dismiss any officer or employee who shall fail whenasked or who shall refuse to give any and all proper and relevant informationrequired by the designated surety company or as to whom such surety companyshall decline to give a bond or whom the surety company shall decline to includein a general bond.

 

All expensesconnected with such bond or bonds and all premiums thereon shall be borne bythe SAVINGS BANK.

 

 

ARTICLE XIII.  INDEMNIFICATION

 

Section 1.  Scope ofIndemnification. Except to the extent expressly prohibited by the New York Banking Law,the SAVINGS BANK shall indemnify each person made, or threatened to be made, aparty to any action or proceeding, whether criminal or civil, by reason of thefact that such person or such person’s testator or intestate is or was a directoror officer of the SAVINGS BANK, or is or was serving, in any capacity, at therequest of the SAVINGS BANK, any other corporation, or any partnership, jointventure, trust, employee benefit plan or other enterprise, against judgments,fines, penalties, amounts paid in 

 

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settlement and reasonableexpenses, including attorneys’ fees and expenses, reasonably incurred inenforcing such person’s right to indemnification, incurred in connection withsuch action or proceeding, or any appeal therein, provided that no suchindemnification shall be made if a judgment or other final adjudication adverseto such persons establishes that such person’s acts were committed in bad faithor were the result of active and deliberate dishonesty and were material to thecause of action so adjudicated, or that such person personally gained in fact afinancial profit or other advantage to which such person was not legallyentitled, and provided that no such indemnification shall be required withrespect to any settlement or other nonadjudicated disposition of any threatenedor pending action or proceeding unless the SAVINGS BANK has given its priorconsent to such settlement or other disposition.

 

Section 2.  Reimbursement ofExpenses.  TheSAVINGS BANK shall advance or promptly reimburse upon request any personentitled to indemnification hereunder for all reasonable expenses, includingattorneys’ fees and expenses, reasonably incurred in defending any action orproceeding in advance of the final disposition thereof upon receipt of anundertaking by or on behalf of such person to repay such amount if such personis ultimately found not to be entitled to indemnification or, whereindemnification is granted, to the extent the expenses so advanced orreimbursed exceed the amount to which such person is entitled;  provided, however, that such person shallcooperate in good faith with any request by the SAVINGS BANK that commoncounsel be used by the parties to any action or proceeding who are similarlysituated unless to do so would be inappropriate due to actual or potentialdiffering interest between or among parties.

 

Section 3.  Additional Rights.  Nothing herein shall limit or affect anyright of any director, officer, or other corporate personnel otherwise thanhereunder to indemnification or expenses, including attorneys’ fees andexpenses, under any statute, rule, regulation, certificate of incorporation,Bylaws, insurance policy, contract, or otherwise; without affecting or limitingthe rights of any director, officer or other corporate personnel pursuant tothis Article XIII, the SAVINGS BANK is authorized to enter into agreements withany of its directors, officers or other corporate personnel extending rights toindemnification and advancement of expenses to the fullest extent permitted byapplicable law.

 

Section 4.  Notice of Amendmentsor Elimination. Anything in these Bylaws to the contrary notwithstanding, no eliminationor amendment of this Article adversely affecting the right of any person toindemnification or advancement of expenses hereunder shall be effective untilthe 60th day following notice to such person of such action, and no eliminationof or amendment to this Article XIII shall deprive any such person’s rightshereunder arising out of alleged or actual occurrences, act or failures to actprior to such 60th day.  Any amendmentsor eliminations made pursuant to this Section are only effective with regard to

 

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acts occurring after such date.

 

Section 5.  Amendment orElimination. The SAVINGS BANK shall not, except by elimination or amendment of thisArticle XIII in a manner consistent with the preceding Section 4, take anycorporate action or enter into any agreement which prohibits, or otherwiselimits the rights of any person to, indemnification in accordance with theprovisions of this Article XIII.  Theindemnification of any person provided by this Article XIII shall continueafter such person has ceased to be a director or officer of the SAVINGS BANKand shall inure to the benefit of such person’s heirs, executors,administrators and legal representatives.

 

Section 6.  Severability ofProvision.  Incase any provision in this Article XIII shall be determined at any time to beunenforceable in any respect, the other provisions of this Article XIII shallnot in any way be affected or impaired thereby, and the affected provisionshall be given the fullest possible enforcement in the circumstances, it beingthe intention of the SAVINGS BANK to afford indemnification and advancement ofexpenses to its directors or officers, acting in such capacities or in theother capacities mentioned herein, to the fullest extent permitted by law.

 

 

ARTICLE XIV. RULES AND REGULATIONS

 

Managementshall adopt rules and regulations not inconsistent with law for the payment ofdeposits and interest and, generally, for the transaction and management of theaffairs of the SAVINGS BANK.  Such rulesand regulations shall be posted in a conspicuous place in the offices of theSAVINGS BANK and shall be available to depositors upon request.  Such posting shall be taken and held asactual notice to and be binding upon each depositor and to all persons claimingany interest in any account.  Allnotices to the SAVINGS BANK from depositors, or other persons claiming anyinterest in any account, shall be not effective unless they are in writing andsigned by the persons giving such notice.

 

Rules andregulations adopted by management or any amendments thereto shall betransmitted to the Board of Directors at its next regular monthly meetingfollowing the adoption of same.

 

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ARTICLE XV. AMENDMENTS

 

These Bylawsmay be amended in a manner consistent with regulations of the NYB at any timeby a majority vote of the Whole Board of Directors, or by the affirmative voteof at least 80% of the votes eligible to be cast by the shareholders of theSAVINGS BANK at any legal meeting.

 

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