Exhibit 3.1 AMENDED AND RESTATED BYLAWSOFHUDSON CITY BANCORP, INC.AMENDED AND RESTATED AS OF July 24, 2007 
 

 
TABLE OF CONTENTS       PAGE ARTICLE I         OFFICES         Section 1. Registered Office  1 Section 2. Additional Offices  1      ARTICLE II         SHAREHOLDERS         Section 1. Place of Meetings  1 Section 2. Annual Meetings  1 Section 3. Special Meetings  1 Section 4. Notice of Meetings  1 Section 5. Waiver of Notice  2 Section 6. Fixing of Record Date  2 Section 7. Quorum  2 Section 8. Conduct of Meetings  2 Section 9. Voting; Voting of Shares in the Name of Two or More Persons  3 Section 10. Proxies  3 Section 11. Inspectors of Election  4 Section 12. Procedure for Nominations  4 Section 13. Substitution of Nominees  5 Section 14. New Business  5      ARTICLE III         CAPITAL STOCK          Section 1. Certificates of Stock  7 Section 2. Transfer Agent and Registrar  7 Section 3. Lost, Destroyed and Mutilated Certificates  8 Section 4. Holder of Record  8      ARTICLE IV         BOARD OF DIRECTORS         Section 1. Responsibilities; Number of Directors  8 Section 2. Qualifications  8 Section 3. Age Limitation of Directors  9 Section 4. Regular and Annual Meetings  9 Section 5. Special MeetingS  9 Section 6. Meetings of Independent Directors  9 Section 7. Notice of Meetings; Waiver of Notice  9 Section 8. Conduct of Meetings  9 Section 9. Quorum and Voting Requirements  10 Section 10. Informal Action By Directors  10 
 

 
       PAGE Section 11. Resignation  10 Section 12. Vacancies  10 Section 13. Compensation  10 Section 14. Amendments Concerning the Board  10 ARTICLE V     COMMITTEES    Section 1. Standing Committees  11 Section 2. Executive Committee  11 Section 3. Audit Committee  12 Section 4. Compensation Committee  12 Section 5. Nominating and Governance Committee  13 Section 6. Other Committees  13      ARTICLE VI         OFFICERS         Section 1. Designation of Executive Officers  13 Section 2. Term of Office and Removal  14 Section 3. Chairman of the Board  14 Section 4. Chief Executive Officer  14 Section 5. President  15 Section 6. Chief Operating Officer  15 Section 7. Vice Presidents  15 Section 8. Secretary  15 Section 9. Treasurer  15 Section 10. Comptroller  15 Section 11. Other Officers  16 Section 12. Compensation Of Officers  16      ARTICLE VII         DIVIDENDS         ARTICLE VIII         AMENDMENTS    
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BYLAWSOFHUDSON CITY BANCORP, INC.ARTICLE IOFFICES     Section 1. Registered Office. The registered office of HUDSON CITY BANCORP, INC. (the“Corporation”) in the State of Delaware shall be in the City of Wilmington, County of New Castle.     Section 2. Additional Offices. The Corporation may also have offices and places ofbusiness at such other places, within or without the State of Delaware, as the Board of Directors(the “Board”) may from time to time designate or the business of the Corporation may require.ARTICLE IISHAREHOLDERS     Section 1. Place of Meetings. Meetings of shareholders of the Corporation shall beheld at such place, within or without the State of Delaware, as may be fixed by the Board anddesignated in the notice of meeting. If no place is so fixed, such meetings shall be held at theprincipal administrative office of the Corporation.     Section 2. Annual Meetings. The annual meeting of shareholders of the Corporation forthe election of directors and the transaction of any other business which may properly come beforesuch meeting shall be held each year on a date and at a time to be designated by the Board.     Section 3. Special Meetings. Special meetings of shareholders, for any purpose orpurposes, may be called at any time only by the Chief Executive Officer or by resolution of atleast three-fourths of the directors then in office. Special meetings shall be held on the date andat the time and place as may be designated by the Board. At a special meeting, no business shall betransacted and no corporate action shall be taken other than that stated in the notice of meeting.     Section 4. Notice of Meetings. Except as otherwise required by law, written noticestating the place, date and hour of any meeting of shareholders and, in the case of a specialmeeting, the purpose or purposes for which the meeting is called, shall be delivered to eachshareholder of record entitled to vote at such meeting, either personally or by mail not less thanten (10) nor more than sixty (60) days before the date of such meeting. If mailed, such noticeshall be deemed to be delivered when deposited in the U.S. mail, with postage thereon prepaid,addressed to the shareholder at his or her address as it appears on the stock transfer books orrecords of the Corporation as of the record date prescribed in Section 6 of this Article II, or atsuch other address as the shareholder shall have furnished in writing to the Secretary. Noticeof any special meeting shall indicate that the notice is being issued by or at the direction of the
 

 
person or persons calling such meeting. When any meeting of shareholders, either annual or special,is adjourned to another time or place, no notice of the adjourned meeting need be given, other thanan announcement at the meeting at which such adjournment is taken giving the time and place towhich the meeting is adjourned; *provided, however*, that if the adjournment is for more than thirty(30) days, or, if after adjournment, the Board fixes a new record date for the adjourned meeting,notice of the adjourned meeting shall be given to each shareholder of record entitled to vote atthe meeting.     Section 5. Waiver of Notice. Notice of any annual or special meeting need not be givento any shareholder who submits a signed waiver of notice of any meeting, in person or by proxy orby his or her duly authorized attorney-in-fact, whether before or after the meeting. The attendanceof any shareholder at a meeting, in person or by proxy, shall constitute a waiver of notice by suchshareholder, except where a shareholder attends a meeting for the express purpose of objecting atthe beginning of the meeting to the transaction of any business because the meeting is not lawfullycalled or convened.     Section 6. Fixing of Record Date. For the purpose of determining shareholders entitledto notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholdersentitled to receive payment of any dividend or other distribution or the allotment of any rights,or in order to make a determination of shareholders for any other proper purpose, the Board shallfix a date as the record date for any such determination of shareholders, which date shall notprecede the date upon which the resolution fixing the record date is adopted by the Board. Suchdate in any case shall be not more than sixty (60) days and, in the case of a meeting ofshareholders, not less than ten (10) days prior to the date on which the particular actionrequiring such determination of shareholders is to be taken. When a determination of shareholdersentitled to vote at any meeting of shareholders has been made as provided in this Section 6, suchdetermination shall, unless otherwise provided by the Board, also apply to any adjournment thereof.If no record date is fixed, the record date for determining shareholders entitled to notice of orvote at a meeting of shareholders shall be at the close of business on the day next preceding theday on which the notice is given, or, if notice is waived, at the close of business on the day nextpreceding the day on which the meeting is held, and (b) the record date for determiningshareholders for any other purpose shall be at the close of business on the day on which the Boardadopts the resolution relating thereto.     Section 7. Quorum. The holders of record of a majority of the total number of voteseligible to be cast in the election of directors, represented in person or by proxy, shallconstitute a quorum for the transaction of business at a meeting of shareholders, except asotherwise provided by law, these Bylaws or the Certificate of Incorporation. If less than amajority of such total number of votes is represented at a meeting, a majority of the number ofvotes so represented may adjourn the meeting from time to time without further notice, *provided*,that if such adjournment is for more than thirty (30) days, a notice of the adjourned meeting shallbe given to each shareholder of record entitled to vote at the meeting. At such adjourned meetingat which a quorum is present, any business may be transacted that might have been transacted at themeeting as originally called. When a quorum is once present to organize a meeting of shareholders,such quorum is not broken by the subsequent withdrawal of any shareholders.     Section 8. Conduct of Meetings. The Chairman shall serve as chairman at all meetingsof the shareholders or, if the Chairman is absent or otherwise unable to so serve, the Presidentshall serve as chairman. If the President is absent or otherwise unable to so serve, such
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otherperson as shall be appointed by a majority of the entire Board shall serve as chairman at anymeeting of shareholders. The Secretary or, in his or her absence, such other person as the chairmanof the meeting shall appoint, shall serve as secretary of the meeting. The chairman of the meetingshall conduct all meetings of the shareholders in accordance with the best interests of theCorporation and shall have the authority and discretion to establish reasonable procedural rulesfor the conduct of such meetings, including such regulation of the manner of voting and the conductof discussion as he or she shall deem appropriate. The chairman of the meeting shall also have theauthority to adjourn the meeting from time to time and from place to place as he or she may deemnecessary and in the best interests of the Corporation.     Section 9. Voting; Voting of Shares in the Name of Two or More Persons. Except for theelection of directors or as otherwise provided by applicable law or regulation, the Certificate ofIncorporation or these Bylaws, at all meetings of shareholders, all matters shall be determined bya vote of the holders of a majority of the number of votes eligible to be cast by the holders ofthe outstanding shares of capital stock of the Corporation present and entitled to vote thereat.Directors shall, except as otherwise required by law, these Bylaws or the Certificate ofIncorporation, be elected by a plurality of the votes cast by each class of shares entitled to voteat a meeting of shareholders, present and entitled to vote in the election.     If ownership of a share of voting stock of the Corporation stands in the name of two or morepersons, in the absence of written directions to the Corporation to the contrary, any one or moreof such shareholders may cast, in person or by proxy, all votes to which such ownership isentitled. If an attempt is made to cast conflicting votes by the several persons in whose namesshares of stock stand, the vote or votes to which those persons are entitled shall be cast asdirected by a majority of those holding such stock and present, in person or by proxy, at suchmeeting. If such conflicting votes are evenly split on any particular matter, each faction may votethe securities in question proportionally, or any person voting the shares, or a beneficiary, ifany, may apply to the Court of Chancery of Delaware or such other court as may have jurisdiction toappoint an additional person to act with the persons so voting the shares, which shall then bevoted as determined by a majority of such persons and the person appointed by the Court.     Section 10. Proxies. Each shareholder entitled to vote at any meeting may vote eitherin person or by proxy. Unless otherwise specified in the Certificate of Incorporation or in aresolution, or resolutions, of the Board providing for the issuance of preferred stock, eachshareholder entitled to vote shall be entitled to one vote for each share of capital stockregistered in his or her name on the transfer books or records of the Corporation. Each shareholderentitled to vote may authorize another person or persons to act for him or her by proxy. Allproxies shall be by written instrument, signed by the shareholder or by his or herattorney-in-fact, or by electronic transmission as permitted by law; *provided*, that such electronictransmission either sets forth or is submitted with information from which it can be determinedthat such electronic transmission was authorized by such shareholder. All proxies shall be filedwith the Secretary before being voted. No proxy shall be valid after three (3) years from the dateof its execution unless otherwise provided in the proxy. The attendance at any meeting by ashareholder who shall have previously given a proxy applicable thereto shall not, as such, have theeffect of revoking the proxy. The Corporation may treat any duly executed proxy as not revoked andinfull force and effect until it receives a duly executed instrument revoking it, or a dulyexecuted proxy bearing a later date.
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     Section 11. Inspectors of Election. In advance of any meeting of shareholders, theBoard shall, to the extent required by applicable law, appoint one or more persons, other thanofficers, directors or nominees for office, as inspectors of election to act at such meeting or anyadjournment thereof. Such appointment shall not be altered at the meeting. If inspectors ofelection are not so appointed, the chairman of the meeting shall make such appointment at themeeting. If any person appointed as inspector fails to appear or fails or refuses to act at themeeting, the vacancy so created may be filled by appointment by the Board in advance of the meetingor at the meeting by the chairman of the meeting. The duties of the inspectors of election shallinclude determining the number of shares outstanding and the voting power of each, the sharesrepresented at the meeting, the existence of a quorum, the validity and effect of proxies,receiving votes, ballots or consents, hearing and deciding all challenges and questions arising inconnection with the right to vote, counting and tabulating all votes, ballots or consents,determining the results and doing such acts as are proper to the conduct of the election or thevote with fairness to all shareholders. Any report or certificate made by them shall be PRIMA FACIEevidence of the facts stated and of the vote as certified by them. Each inspector shall be entitledto a reasonable compensation for his or her services, to be paid by the Corporation.     Section 12. Procedure for Nominations. Subject to the provisions hereof, theNominating and Governance Committee shall select, and recommend to the Board for its approval,nominees for election as directors. Except in the case of a nominee substituted as a result of thedeath, incapacity, withdrawal or other inability to serve of a nominee, the Nominating andGovernance Committee shall, upon the approval of the Board, deliver written nominations to theSecretary at least ninety (90) days prior to the date of the annual meeting. Provided theNominating and Governance Committee makes such nominations, no nominations for directors exceptthose made by the Nominating and Governance Committee and approved by the Board shall be voted uponat the annual meeting of shareholders unless other nominations by shareholders are made inaccordance with the provisions of this Section 12. Nominations of individuals for election to theBoard at an annual meeting of shareholders may be made by any shareholder of record of theCorporation entitled to vote for the election of directors at such meeting who provides timelynotice in writing to the Secretary as set forth in this Section 12. To be timely, a shareholder’snotice must be delivered to or received by the Secretary not later than the following dates: (i)with respect to an election of directors to be held at an annual meeting of shareholders, ninety(90) days in advance of the anniversary of the previous year’s annual meeting if the current year’smeeting is to be held within 30 days prior to, on the anniversary date of, or after the anniversaryof the previous year’s annual meeting; and (ii) with respect to an election to be held at an annualmeeting of shareholders held at a time other than within the time periods set forth in theimmediately preceding clause (i), or at a special meeting of shareholders for the election ofdirectors, the close of business on the tenth (10th) day following the date on which notice of suchmeeting is first given to shareholders. For purposes of this Section 12, notice shall be deemed tofirst be given to shareholders when disclosure of such date of the meeting of shareholders is firstmade in a press release reported to Dow Jones News Services, Associated Press or comparablenational news service, or in a document publicly filed by the Corporation with the Securities andExchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, asamended. Such shareholder’s notice shall set forth (a) as to each person whom the shareholderproposes to nominate for election or re-election as adirector, (i) the name, age, business address and residence address of such person, (ii) theprincipal occupation or employment of such person, (iii) such person’s written consent to serve asa director, if elected, and (iv) all such other information regarding each nominee proposed by
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suchshareholder as would be required to be included in a proxy statement filed pursuant to the proxyrules of the Securities and Exchange Commission (whether or not the Corporation is then subject tosuch rules); and (b) as to the shareholder giving the notice (i) the name, business address andresidence address of such shareholder, (ii) the class and number of shares of the Corporation whichare owned of record by such shareholder and the dates upon which he or she acquired such shares,(iii) a description of all arrangements or understandings between the shareholder and nominee andany other person or persons (naming such person or persons) pursuant to which the nominations areto be made by the shareholder, (iv) the identification of any person employed, retained or to becompensated by the shareholder submitting the nomination or by the person nominated, or any personacting on his or her behalf to make solicitations or recommendations to shareholders for thepurpose of assisting in the election of such director, and a brief description of the terms of suchemployment, retainer or arrangement for compensation, (v) a representation that the shareholder isa holder of record of stock of the Corporation entitled to vote at such meeting and intends toappear in person or by proxy at the meeting to propose such nomination and (vi) a representationwhether the shareholder intends or is part of a group which intends to (1) deliver a proxystatement and/or form of proxy to holders of at least the percentage of the Corporation’soutstanding capital stock required to elect the nominee and/or (2) otherwise solicit proxies fromshareholders in support of such nomination. At the request of the Secretary , any person nominatedby the Nominating and Governance Committee for election as a director shall furnish to theSecretary that information required to be set forth in a shareholder’s notice of nomination whichpertains to the nominee together with the required written consent. The Corporation may alsorequire any proposed nominee to furnish such other information as it may reasonably require todetermine the eligibility of such proposed nominee to serve as a director of the Corporation. Noperson shall be elected as a director of the Corporation unless nominated in accordance with theprocedures set forth in this Section 12.     The chairman of the meeting shall, if the facts warrant, determine and declare to the meetingthat a nomination was not properly brought before the meeting in accordance with the provisionshereof, and, if he should so determine, shall declare to the meeting that such nomination was notproperly brought before the meeting and shall not be considered.     Section 13. Substitution of Nominees. In the event that a person is validly designatedas a nominee in accordance with Section 12 of this Article II and shall thereafter become unwillingor unable to stand for election to the Board, the Board, upon recommendation by the Nominating andGovernance Committee, may designate a substitute nominee upon delivery, not fewer than five (5)days prior to the date of the meeting for the election of such nominee, of a written notice to theSecretary setting forth such information regarding such substitute nominee as would have beenrequired to be delivered to the Secretary pursuant to Section 12 of this Article II had suchsubstitute nominee been initially proposed as a nominee. Such notice shall include a signed consentto serve as a director of the Corporation, if elected, of each such substituted nominee.     Section 14. New Business. Any new business to be taken up at the annual meeting at therequest of the Chief Executive Officer or by resolution of at least three-fourths of the directorsthen in office shall be stated in writing and filed with the Secretary at least fifteen (15)days before the date of the annual meeting, and all business so stated, proposed and filedshall be considered at the annual meeting, but, except as provided in this Section 14, no otherproposal shall be acted upon at the annual meeting. Any proposal offered by any shareholder, may be
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made at the annual meeting and the same may be discussed and considered, but unless properlybrought before the meeting such proposal shall not be acted upon at the meeting. For a proposal tobe properly brought before an annual meeting by a shareholder, the shareholder must be ashareholder of record and have given timely notice thereof in writing to the Secretary. To betimely, a shareholder’s notice must be delivered to or received by the Secretary not later than thefollowing dates: (i) with respect to an annual meeting of shareholders, ninety (90) days in advanceof the anniversary of the previous year’s annual meeting if current year’s meeting is to be heldwithin 30 days prior to, on the anniversary date of, or after the anniversary of the previousyear’s annual meeting; and (ii) with respect to an annual meeting of shareholders held at a timeother than within the time periods set forth in the immediately preceding clause (i), the close ofbusiness on the tenth (10th) day following the date on which notice of such meeting is first givento shareholders. For purposes of this Section 14, notice shall be deemed to first be given toshareholders when disclosure of such date of the meeting of shareholders is first made in a pressrelease reported to Dow Jones News Services, Associated Press or comparable national news service,or in a document publicly filed by the Corporation with the Securities and Exchange Commissionpursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended. Ashareholder’s notice to the Secretary shall set forth as to the matter the shareholder proposes tobring before the annual meeting (a) a brief description of the proposal desired to be broughtbefore the annual meeting, the reasons for conducting such business at the meeting and any materialinterest in such business of such shareholder and the beneficial owner, if any, on whose behalf theproposal is made; (b) the name and address of the shareholder proposing such business; (c) theclass and number of shares of the Corporation which are owned of record by the shareholder and thedates upon which he or she acquired such shares; (d) the identification of any person employed,retained, or to be compensated by the shareholder submitting the proposal, or any person acting onhis or her behalf, to make solicitations or recommendations to shareholders for the purpose ofassisting in the passage of such proposal, and a brief description of the terms of such employment,retainer or arrangement for compensation; (e) a representation that the shareholder is a holder ofrecord of stock of the Corporation entitled to vote at such meeting and intends to appear in personor by proxy at the meeting to propose such new business; (f) a representation whether theshareholder intends or is part of a group which intends to (1) deliver a proxy statement and/orform of proxy to holders of at least the percentage of the Corporation’s outstanding capital stockrequired to approve or adopt the proposal and/or (2) otherwise solicit proxies from shareholders insupport of such proposal; and (g) all such other information regarding such proposal as would berequired to be included in a proxy statement filed pursuant to the proxy rules of the Securitiesand Exchange Commission or required to be delivered to the Corporation pursuant to the proxy rulesof the Securities and Exchange Commission (whether or not the Corporation is then subject to suchrules). This provision shall not prevent the consideration and approval or disapproval at an annualmeeting of reports of officers, directors and committees of the Board or the management of theCorporation, but in connection with such reports, no new business shall be acted upon at suchannual meeting unless stated and filed as herein provided. This provision shall not constitute awaiver of any right of the Corporation under the proxy rules of the Securities and ExchangeCommission or any other rule or regulation to omit a shareholder’s proposal from the Corporation’sproxy materials.     The chairman of the meeting shall, if the facts warrant, determine and declare to the meetingthat any new business was not properly brought before the meeting in accordance with the provisionshereof, and, if the chairman should so determine, the chairman shall declare to the
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meeting thatsuch new business was not properly brought before the meeting and shall not be considered.ARTICLE IIICAPITAL STOCK     Section 1. Certificates of Stock. The shares of the Corporation’s stock may becertificated or uncertificated, as provided under the Delaware General Corporation Law. Anycertificates representing shares of stock shall be in such form as shall be determined by theBoard. Each certificate shall state that the Corporation will furnish to any shareholder uponrequest and without charge a statement of the powers, designations, preferences and relative,participating, optional or other special rights of the shares of each class or series of stock andthe qualifications or restrictions of such preferences and/or rights, or shall set forth suchstatement on the certificate itself. The certificates shall be numbered in the order of their issueand entered in the books of the Corporation or its transfer agent or agents as they are issued.Each certificate shall state the registered holder’s name and the number and class of shares andshall be signed by the Chairman or the President and the Secretary or any Assistant Secretary, andmay, but need not, bear the seal of the Corporation or a facsimile thereof. Any or all of thesignatures on the certificates may be facsimiles. In case any officer or officers who shall havesigned any such certificate shall cease to be such officer or officers of the Corporation, whetherbecause of death, resignation or otherwise, before such certificate shall have been delivered bythe Corporation, such certificate may nevertheless be adopted by the Corporation and be issued anddelivered as though the person or persons who signed such certificate or certificates had notceased to be such officer or officers of the Corporation.     Within a reasonable time after the issuance or transfer of uncertificated stock, theCorporation shall send to the registered owner thereof a written notice containing the informationrequired to be set forth or stated on certificates pursuant to the Delaware General Corporation Lawor a statement that the Corporation will furnish without charge to each stockholder who so requeststhe powers, designations, preferences and relative participating, optional or other special rightsof each class of stock or series thereof and the qualifications, limitations or restrictions ofsuch preferences and/or rights.     Section 2. Transfer Agent and Registrar. The Board shall have the power to appoint oneor more Transfer Agents and Registrars and may require that all stock certificates, certificatesrepresenting any rights or options, and any written notices or statements relative touncertificated stock be countersigned and registered by one or more of such Transfer Agents andRegistrars.     Section 3. Registration and Transfer of Shares. Subject to the provisions of theCertificate of Incorporation of the Corporation, the name of each person owning a share of thecapital stock of the Corporation shall be entered on the books of the Corporation together with thenumber of shares held by him or her, the numbers of the certificates, if certificated, coveringsuch shares and the dates of issue of such certificates. Subject to the provisions of theCertificate of Incorporation of the Corporation, the shares of stock of the Corporation shall betransferableon the books of the Corporation by the holders thereof in person, or by their duly authorizedattorneys or legal representatives, on surrender and cancellation of certificates for a like numberof shares, accompanied by an assignment or power of transfer endorsed thereon or attached
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thereto,duly executed, with such guarantee or proof of the authenticity of the signature as the Corporationor its agents may reasonably require and with proper evidence of payment of any applicable transfertaxes. Subject to the provisions of the Certificate of Incorporation of the Corporation, a recordshall be made of each transfer.     Upon the receipt of proper transfer instructions from the registered owner of uncertificatedshares, such uncertificated shares shall be cancelled, issuance of new equivalent uncertificatedshares or certificated shares shall be made to the shareholder entitled thereto and the transactionshall be recorded upon the books of the Corporation. If the Corporation has a transfer agent orregistrar acting on its behalf, the signature of any officer or representative thereof may be infacsimile.     Section 4. Lost, Destroyed and Mutilated Certificates. The holder of any shares ofstock of the Corporation shall immediately notify the Corporation of any loss, theft, destructionor mutilation of the certificates therefor. The Corporation may issue, or cause to be issued, (i) anew certificate or certificates of stock or (ii) uncertificated shares in place of any certificateor certificates theretofore issued by it alleged to have been lost, stolen or destroyed uponevidence satisfactory to the Corporation of the loss, theft or destruction of the certificate and,in the case of mutilation, the surrender of the mutilated certificate. The Corporation may, in itsdiscretion, require the owner of the lost, stolen or destroyed certificate, or his or her legalrepresentatives, to give the Corporation a bond sufficient to indemnify it against any claim thatmay be made against it on account of the alleged loss, theft, destruction or mutilation of any suchcertificate and the issuance of such new certificate, or may refer such owner to such remedy orremedies as he or she may have under the laws of the State of Delaware.     Section 5. Holder of Record. Subject to the provisions of the Certificate ofIncorporation of the Corporation, the Corporation shall be entitled to treat the holder of recordof any share or shares of stock as the holder thereof in fact and shall not be bound to recognizeany equitable or other claim to or interest in such shares on the part of any other person, whetheror not it shall have express or other notice thereof, except as otherwise expressly provided bylaw.ARTICLE IVBOARD OF DIRECTORS     Section 1. Responsibilities; Number of Directors. The business and affairs of theCorporation shall be under the direction of the Board. The Board shall consist of not less thanfive (5) nor more than twenty-one (21) directors (other than directors elected by the holders ofshares of any series of preferred stock). Within the foregoing limits, the number of directorsshall be determined only by resolution of the Board. A majority of the entire board, and, in anyevent not less than three (3) directors, shall be Independent Directors. For these Bylaws,Independent Director shall mean a person who meets the criteria for independence established by therules and regulations of the stock exchange on which the Corporation’s shares are listed and whothe Board has affirmatively determined does not have a material relationship which, in the opinionof the Board, would interfere with the exercise of independent judgment in carrying out theresponsibilities of a director.     Section 2. Qualifications. Each director shall be at least eighteen (18) years of age.No director shall serve on the board of directors of a Insured Depository Institution, bank holding
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company, financial holding company or thrift holding company, other than the Corporation, itsaffiliated entities or the Federal Home Loan Bank of New York, while a member of the Board.     Section 3. Age Limitation of Directors. Beginning on January 1, 2004, no member of theBoard who has reached the age of 75 shall be eligible for re-election. No person shall be eligiblefor initial election as a director who is seventy years of age or more.     Section 4. Regular and Annual Meetings. An annual meeting of the Board for theelection of officers shall be held, without notice other than these Bylaws, immediately after, andat the same place as, the annual meeting of the shareholders, or at such other time or place as theBoard may fix by resolution. The Board may provide, by resolution, the time and place, within orwithout the State of Delaware, for the holding of regular meetings of the Board without noticeother than such resolution.     Section 5. Special Meetings. Special meetings of the Board may be called for anypurpose at any time by or at the request of the Chairman or the President. Special meetings of theBoard shall also be called by the Secretary upon the written request, stating the purpose orpurposes of the meeting, of at least sixty percent (60%) of the directors then in office, but inany event not less than five (5) directors. The persons authorized to call special meetings of theBoard shall give notice of such meetings in the manner prescribed by these Bylaws and may fix anyplace, within or without the Corporation’s regular business area, as the place for holding anyspecial meeting of the Board called by such persons. No business shall be conducted at a specialmeeting other than that specified in the notice of meeting.     Section 6. Meetings of Independent Directors. Meetings of the Independent Directors inexecutive session shall be held at least quarterly. The Independent Directors shall designate alead Independent Director to preside at meetings of the Independent Directors.     Section 7. Notice of Meetings; Waiver of Notice. Except as otherwise provided inSection 4 of this Article IV, notice of each meeting shall be mailed or otherwise given to eachdirector at least two (2) business days before the day of the meeting to his or her address shownin the records of the Corporation, except in the case of an emergency, in the discretion of theChairman or the President, shorter oral notice may be given. The purpose of any special meetingshall be stated in the notice. Such notice shall be deemed given when sent or given to any mail orcourier service or company providing electronic transmission service. Any director may waive noticeof any meeting by submitting a signed waiver of notice with the Secretary, whether before or afterthe meeting. The attendance of a director at a meeting shall constitute a waiver of notice of suchmeeting, except where a director attends a meeting for the express purpose of objecting at thebeginning of the meeting to the transaction of any business because the meeting is not lawfullycalled or convened.     Section 8. Conduct of Meetings. Meetings of the Board shall be presided over by theChairman or such other director or officer as the Chairman shall designate. If the Chairman isabsent or otherwise unable to preside over the meeting, the presiding officer shall be thePresident. If the President is absent or otherwise unable to preside over the meeting, thepresiding officer shall be such other person as shall be appointed by a majority of the Board. TheSecretary or, in his absence, a person appointed by the Chairman (or other presiding person),shall act as secretary of the meeting. The Chairman (or other person presiding) shall conductall meetings of the Board in accordance with the best interests of the Corporation and shall havethe
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authority and discretion to establish reasonable procedural rules for the conduct of Boardmeetings. Any one or more directors may participate in a meeting of the Board or a committee of theBoard by means of a conference telephone or similar communications equipment allowing all personsparticipating in the meeting to hear each other at the same time. Participation by such means shallconstitute presence in person at any such meeting.     Section 9. Quorum and Voting Requirements. A quorum at any meeting of the Board shallconsist of not less than a majority of the directors then in office or such greater number as shallbe required by law, these Bylaws or the Certificate of Incorporation, but not less than one-third(1/3) of the total number. If less than a required quorum is present, the majority of thosedirectors present shall adjourn the meeting to another time and place without further notice. Atsuch adjourned meeting at which a quorum shall be represented, any business may be transacted thatmight have been transacted at the meeting as originally noticed. Except as otherwise provided bylaw, the Certificate of Incorporation or these Bylaws, a majority vote of the directors present ata meeting, if a quorum is present, shall constitute an act of the Board.     Section 10. Informal Action By Directors. Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, any action required or permitted to be taken at anymeeting of the Board, or of any committee thereof, may be taken without a meeting if all members ofthe Board or such committee, as the case may be, consent thereto in writing, and the writing orwritings are filed with the minutes of proceedings of the Board or such committee.     Section 11. Resignation. Any director may resign at any time by sending a writtennotice of such resignation to the principal office of the Corporation addressed to the Secretary.Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.     Section 12. Vacancies. To the extent not inconsistent with the Certificate ofIncorporation and subject to the limitations prescribed by law and the rights of holders ofPreferred Stock, vacancies in the office of director, including vacancies created by newly createddirectorships resulting from an increase in the number of directors, shall be filled only by a voteof a majority of the directors then holding office, whether or not a quorum, at any regular orspecial meeting of the Board called for that purpose. Subject to the rights of holders of PreferredStock, no person shall be so elected a director unless nominated by the Nominating and GovernanceCommittee. Subject to the rights of holders of Preferred Stock, any director so elected shall servefor the remainder of the full term of the class of directors in which the new directorship wascreated or the vacancy occurred and until his or her successor shall be elected and qualified.     Section 13. Compensation. From time to time, as the Compensation Committee and theBoard deem necessary, the Board shall fix the compensation of directors and officers of theCorporation in such one or more forms as the Board may determine.     Section 14. Amendments Concerning the Board. The number and other restrictions andqualifications for directors of the Corporation as set forth in these Bylaws may be altered only bya vote, in addition to any vote required by law, of two-thirds of the entire Board or by theaffirmative vote of the holders of record of not less than eighty percent (80%) of the total voteseligible to be cast by holders of all outstanding shares of capital stock of the Corporationentitledto vote generally in the election of directors at a meeting of the shareholders called forthat purpose.
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ARTICLE VCOMMITTEES     Section 1. Standing Committees. The Board of Directors shall designate from their ownnumber, by resolution, the following committees: (a) Executive Committee  (b) Audit Committee  (c) Compensation Committee  (d) Nominating and Governance Committeewhich shall be standing committees of the Board. The Nominating and Governance Committee shallrecommend to the Board for its approval the directors to serve as members of each committee, exceptthat the Nominating and Governance Committee shall not make recommendations as to its own members.The Board, upon the recommendation of the Nominating and Governance Committee, shall appoint adirector to fill any vacancy on any committee of the Board. Notwithstanding the foregoing, theBoard shall fill vacancies on the Nominating and Governance Committee, with recommendation by theNominating and Governance Committee. The members of the committees shall serve at the pleasure ofthe Board.     Section 2. Executive Committee. There shall be an Executive Committee of the Board,consisting of at least five (5) members, as shall be appointed by Board resolution or these Bylaws.The Chairman the Chief Executive Officer, the President and the Chief Operating Officer shall beex-officio members of the Executive Committee, with power to vote on all matters so long as theyare also directors of the Corporation. A majority of the members of the Executive Committee, and,in any event not less than three (3) members, shall be non-officer directors. A quorum shallconsist of at least four (4) members of the Executive Committee, a majority of whom must benon-officer directors, or such other number of members as the Board may establish by resolution.The vote of a majority of members present at any meeting at which a quorum exists including thepresiding member, who shall be eligible to vote, shall constitute the action of the ExecutiveCommittee.     The Chairman, the President, or such other director or officer as the Board shall designate,shall serve as chairman of the Executive Committee. If the office of the Chairman is vacant, thePresident shall serve as chairman of the Executive Committee. In the absence of the chairman of theExecutive Committee, the committee shall designate, from among its membership present, a person topreside at any meeting held in such absence. The Executive Committee shall designate, from itsmembership or otherwise, a secretary who shall report to the Board at its next regular meeting allproceedings and actions taken by the Executive Committee. The Executive Committee shall meet asnecessary at the call of the Chairman, the Chief Executive Officer or at the call of a majority ofthe members of the Executive Committee.     The Executive Committee shall, to the extent not inconsistent with law, these Bylaws, theCertificate of Incorporation or resolutions adopted by the Board, exercise all the powers and
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authority of the Board in the management of the business and affairs of the Corporation in theintervals between the meetings of the Board.     Section 3. Audit Committee. The Audit Committee shall consist of at least three (3)members whose background and experience are financial and/or business management related, none ofwhom shall be an officer or employee of the Corporation or receive a fee or other compensation fromthe Corporation (other than for board service) and each of whom must be an Independent Director. Atleast one member of the Audit Committee must be a financial expert, as determined by the Board,consistent with the applicable rules and regulations of the Securities and Exchange Commission andthe applicable rules and regulations of the stock exchange on which the Corporation’s shares arelisted. . At any regular meeting of the Board, any director who is otherwise eligible to serve onthe Audit Committee may be elected to fill a vacancy that has occurred on the Audit Committee. TheBoard shall, upon recommendation by the Nominating and Governance Committee, designate one memberof the committee to serve as chairman of the committee. The Audit Committee shall meet at leastquarterly, at the call of the chairman of the committee and may hold such additional meetings asthe chairman of the committee may deem necessary, to examine, or cause to be examined, the recordsand affairs of the Corporation to determine its true financial condition, and shall present areport of examination to the Board at the Board’s next regular meeting following the meeting of theAudit Committee. The committee shall appoint, from its membership or otherwise, a secretary whoshall cause to be kept written minutes of all meetings of the committee. The Audit Committee shallmake, or cause to be made, such other examinations as it may deem advisable or whenever so directedby the Board and shall report thereon in writing at a regular meeting of the Board. The AuditCommittee shall have the sole authority to appoint or replace the independent auditors, subject toshareholder ratification, and shall approve all audit engagement fees and terms and non-auditengagements with the independent auditors in accordance with current regulations and thecommittee’s charter. The Audit Committee shall review and approve all related-party transactions.The Audit Committee shall arrange for such legal or other assistance as it may deem necessary ordesirable. The Audit Committee shall prepare a committee charter which shall be reviewed annuallyby the committee and approved and adopted by the committee and the Board. The Audit Committee shallreview and evaluate the procedures and performance of the Corporation’s independent auditors andinternal auditing staff. The Audit Committee shall perform all duties otherwise set forth in itscharter. A quorum shall consist of at least one-third of the members of the committee, and in noevent less than two (2) members of the committee. The vote of a majority of members present at anymeeting at which a quorum exists including the presiding member, who shall be eligible to vote,shall constitute the action of the Audit Committee.     Section 4. Compensation Committee. The Compensation Committee shall consist of atleast three (3) members, each of whom shall be an Independent Director. The Board, uponrecommendation by the Nominating and Governance Committee, shall designate one member of thecommittee to serve as chairman of the Compensation Committee, who shall have the authority to adoptand establish procedural rules for the conduct of all meetings of the committee.     The Compensation Committee shall meet at least annually at the call of the chairman of thecommittee, and may hold such additional meetings as the chairman may deem necessary. A quorum shallconsist of at least one-third of the voting members of the Compensation
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Committee, and in no eventless than two (2) voting members of the committee. The vote of a majority of the voting memberspresent at any meeting at which a quorum exists, including the chairman of the committee who shallbe eligible to vote, shall constitute the action of the Compensation Committee. The committee shallappoint, from its membership or otherwise, a secretary who shall cause to be kept written minutesof all meetings of the committee. The Compensation Committee shall prepare a committee charterwhich shall be reviewed annually by the committee and approved and adopted by the committee and theBoard.     The Compensation Committee shall be responsible for recommending to the Board thecompensation, employment arrangements and benefit programs for officers of the Corporation and itssubsidiaries.     Section 5. Nominating and Governance Committee. The Nominating and GovernanceCommittee shall consist of at least three (3) members, each of whom shall be an IndependentDirector. Notwithstanding the foregoing, no director shall serve on the Nominating and GovernanceCommittee in any capacity in any year during which such director’s term as a director is scheduledto expire. The Nominating and Governance Committee shall review qualifications of and interviewcandidates for the Board and shall make recommendations to the Board for nominations for electionof board members in accordance with the provisions of these Bylaws . The Nominating and GovernanceCommittee shall recommend to the Board for its approval directors to serve as members of eachcommittee of the Board and recommend a chairman thereof in accordance with the provisions of theseBylaws. Notwithstanding the foregoing, the members and chair of the Nominating and GovernanceCommittee shall be appointed by the Board, without recommendation by the committee. The Nominatingand Governance Committee shall develop and recommend to the Board for approval, corporategovernance guidelines which set forth policies and procedures which are to be followed by the Boardin matters of corporate governance. A quorum shall consist of at least one-third of the members ofthe committee, and in no event less than two (2) members of the committee. The vote of a majorityof members present at any meeting at which a quorum exists including the presiding member, whoshall be eligible to vote, shall constitute the action of the Nominating and Governance Committee.The Nominating and Governance Committee shall prepare a committee charter which shall be reviewedannually by the committee and approved and adopted by the committee and the Board.     Section 6. Other Committees. The Board may by resolution authorize such othercommittees as from time to time it may deem necessary or appropriate for the conduct of thebusiness of the Corporation. The members of each committee so authorized shall be appointed by theBoard from members of the Board, upon recommendation by the Nominating and Governance Committee. Inaddition, the Chairman and the President may be ex-officio members of each such committee. Eachsuch committee shall exercise such powers as may be assigned by the Board to the extent notinconsistent with law, these Bylaws, the Certificate of Incorporation or resolutions adopted by theBoard.ARTICLE VIOFFICERS     Section 1. Designation of Executive Officers. The Board shall, at each annual meeting,elect a President and a Secretary, and may elect a Chairman and such other officers as
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the Boardfrom time to time may deem necessary or the business of the Corporation may require. The Nominatingand Governance Committee shall recommend, and the Board shall designate, either the Chairman or thePresident as the Chief Executive Officer, and the Nominating and Governance Committee mayrecommend, and the Board may designate, the President or an Executive Vice President to be theChief Operating Officer. Any number of offices may be held by the same person except that no personmay simultaneously hold the offices of President and Secretary.     The election of all officers shall be made only by a vote of a majority of the entire Board.If such election is not held at the meeting held annually for the election of officers, suchofficers may be so elected at any subsequent regular meeting or at a special meeting called forthat purpose, in the same manner above provided. Each person elected shall have such authority,bear such title and perform such duties as provided in these Bylaws and as the Board may prescribefrom time to time. All officers elected or appointed by the Board shall assume their dutiesimmediately upon their election and shall hold office at the pleasure of the Board. Whenever avacancy occurs among the officers, it may be filled at any regular or special meeting called forthat purpose, in the same manner as above provided.     Section 2. Term of Office and Removal. Each officer shall serve until his or hersuccessor is elected and duly qualified, the office is abolished or he or she is removed. Anyofficer may be removed at any regular or special meeting of the Board called for that purpose, withor without cause, by an affirmative vote of a majority of the entire Board.     Section 3. Chairman of the Board. The Chairman of the Board shall perform such dutiesas the Board may from time to time assign to him or her, including, but not limited to, presidingat all meetings of the shareholders, the Board and the Executive Committee. The Chairman of theBoard also shall have such powers and duties as are generally incident to the position of Chairman.     Section 4. Chief Executive Officer. The Chief Executive Officer shall be so designatedby the Board and may also hold the title of Chairman of the Board, and/or President. The ChiefExecutive Officer of the Corporation, subject to the direction of the Board, shall be responsiblefor assuring that the policy decisions of the Board are implemented as formulated. The ChiefExecutive Officer shall be responsible, in consultation with such officers and members of the Boardas he or she deems appropriate, for planning the growth of the Corporation. The Chief ExecutiveOfficer shall be responsible for shareholder relations, relations with investments bankers, othersimilar financial institutions and financial advisors, and shall be empowered to designate officersof the Corporation and its subsidiaries to assist in such activities. The Chief Executive Officershall be principally responsible for exploring opportunities for mergers, acquisitions and newbusiness. The Chief Executive Officer shall have the general supervision and direction of all ofthe Corporations officers, subject to and consistent with policies enunciated by the Board. TheChief Executive Officer shall be authorized to sign instruments in the name of the Corporation. TheChief Executive Officer shall have such other powers as maybe assigned to such officer by the Board or its committees. The Chief Executive Officer shallbe a member ex-officio, with power to vote on all matters, of all committees of the Board, exceptthe Audit Committee, the Compensation Committee and the Nominating and Governance Committee,subject to the limitations prescribed by law and applicable stock exchange listing requirements.
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     Section 5. President. The President shall be the Chief Executive Officer or the ChiefOperating Officer of the Corporation, as determined by the Board, and shall be subject to thedirection of the Board. The President shall perform such duties as from time to time may beassigned to him by these Bylaws, the Board or the Chairman. The President shall be a memberex-officio, with power to vote on all matters, of all committees of the Board, except the AuditCommittee, the Compensation Committee and the Nominating and Governance Committee, subject to thelimitations prescribed by law and applicable stock exchange listing requirements.     In the absence of or disability of the Chairman, or if the office of the Chairman is vacant byreason of death, resignation, failure of the Board to elect a Chairman or otherwise, the Presidentor such other person who the Board shall designate, shall exercise the powers and perform theduties which otherwise would fall upon the Chairman.     Section 6. Chief Operating Officer. The Chief Operating Officer shall have the generalsupervision and direction of all of the Corporation’s operations and personnel, subject to andconsistent with policies enunciated by the Board and the direction of the Chief Executive Officer.The Chief Operating Officer shall, under authority given to him or her, sign instruments in thename of the Corporation. The Chief Operating Officer shall have such other powers and duties as maybe assigned to him by the Board, its committees or the Chief Executive Officer.     Section 7. Vice Presidents. Executive Vice Presidents, Senior Vice Presidents, FirstVice Presidents and Vice Presidents may be appointed by the Board to perform such duties as may beprescribed by these Bylaws, the Board or the Chief Executive Officer and the Chief OperatingOfficer as permitted by the Board.     Section 8. Secretary. The Secretary shall attend all meetings of the Board and of theshareholders and shall record, or cause to be recorded, all votes and minutes of all proceedings ofthe Board and of the shareholders in a book or books to be kept for that purpose. The Secretaryshall perform such executive and administrative duties as may be assigned by the Board, anycommittee of the Board, the lead Independent Director, the Chairman, the Chief Executive Officer,the President or the Chief Operating Officer. The Secretary shall have charge of the seal of theCorporation, shall submit such reports and statements as may be required by law or by the Board,shall conduct all correspondence relating to the Board and its proceedings, shall provide supportto the Board in connection with corporate governance matters and shall have such other powers andduties as are generally incident to the office of Secretary and as may be assigned to him or her bythe Board, any committee of the Board, the lead Independent Director, the Chairman, the ChiefExecutive Officer, the President or the Chief Operating Officer.     Section 9. Treasurer. The Treasurer shall perform all acts and duties as are generallyincident to the office of the Treasurer.     Section 10. Comptroller. The Comptroller shall be responsible for the maintenance ofadequate internal systems and records. The Comptroller shall maintain the general books of theCorporation relating to all assets, liabilities, receipts, disbursements and other financialtransactions, and shall see that all expenditures are made in accordance with procedures dulyestablished from time to time. The Comptroller shall prepare or cause to be prepared all reportspertinent to his office as may be required by the Board or regulatory authorities.
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     Section 11. Other Officers. Other officers appointed by the Board shall have suchauthority and shall perform such duties as may be assigned to them, from time to time, by the Boardor the Chief Executive Officer.     Section 12. Compensation Of Officers. The compensation of all officers shall be fixedfrom time to time by the Board, upon the recommendation of the Compensation Committee.ARTICLE VIIDIVIDENDS     The Board shall have the power, subject to the provisions of law and the requirements of theCertificate of Incorporation, to declare and pay dividends out of surplus (or, if no surplusexists, out of net profits of the Corporation, for the fiscal year in which the dividend isdeclared and/or the preceding fiscal year, except where there is an impairment of capital stock),to pay such dividends to the shareholders in cash, in property or in shares of the capital stock ofthe Corporation and to fix the date or dates for the payment of such dividends.ARTICLE VIIIAMENDMENTS     These Bylaws, except as provided by applicable law or the Certificate of Incorporation, or asotherwise set forth in these Bylaws, may be amended or repealed at any regular or special meetingof the entire Board by the vote of two-thirds of the members of the entire Board; *provided,however*, that a notice specifying the change or amendment shall have been given at a previousregular meeting and entered in the minutes of the Board; (b) a written statement describing thechange or amendment shall be made in the notice delivered to the directors of the meeting at whichthe change or amendment shall be acted upon; and (c) any Bylaw made by the Board may be altered,amended, rescinded or repealed by the holders of shares of capital stock entitled to vote thereonat any annual meeting or at any special meeting called for that purpose in accordance with thepercentage requirements set forth in the Certificate of Incorporation and/or these Bylaws.Notwithstanding the foregoing, any provision of these Bylaws that contains a supermajority votingrequirement shall only be altered, amended, rescinded or repealed by a vote of the Board or holdersof capital stock entitled to vote thereon that is not less than the supermajority specified in suchprovision.
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