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Title: |
Bylaws |
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Entities: |
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Date: |
2006 |
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Size: |
58KB total |
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Price: |
$44 |
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ID: |
#2657883 |
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Start of Preview |
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BYLAWS
OF
CMS BANCORP, INC.
TABLE OF CONTENTS
| PAGE | ||||
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ARTICLE I |
1 | |||
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OFFICES |
1 | |||
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Section 1. |
Registered Office. |
1 | ||
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Section 2. |
Additional Offices. |
1 | ||
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ARTICLE II |
1 | |||
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STOCKHOLDERS |
1 | |||
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Section 1. |
Place of Meetings. |
1 | ||
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Section 2. |
Annual Meetings. |
1 | ||
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Section 3. |
Special Meetings. |
1 | ||
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Section 4. |
Notice of Meetings. |
1 | ||
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Section 5. |
Waiver of Notice. |
2 | ||
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Section 6. |
Fixing of Record Date. |
2 | ||
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Section 7. |
Quorum. |
2 | ||
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Section 8. |
Conduct of Meetings. |
3 | ||
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Section 9. |
Voting; Voting of Shares in the Name of Two or More Persons. |
3 | ||
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Section 10. |
Proxies. |
3 | ||
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Section 11. |
Inspectors of Election. |
4 | ||
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Section 12. |
Procedure for Nominations. |
4 | ||
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Section 13. |
Substitution of Nominees. |
6 | ||
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Section 14. |
New Business. |
6 | ||
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ARTICLE III |
7 | |||
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CAPITAL STOCK |
7 | |||
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Section 1. |
Certificates of Stock. |
7 | ||
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Section 2. |
Transfer Agent and Registrar. |
7 | ||
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Section 3. |
Registration and Transfer of Shares. |
8 | ||
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Section 4. |
Lost, Destroyed and Mutilated Certificates. |
8 | ||
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Section 5. |
Holder of Record. |
8 | ||
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ARTICLE IV |
8 | |||
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BOARD OF DIRECTORS |
8 | |||
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Section 1. |
Responsibilities; Number of Directors. |
8 | ||
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Section 2. |
Qualifications. |
9 | ||
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Section 3. |
Age Limitation of Directors. |
9 | ||
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Section 4. |
Regular and Annual Meetings. |
9 | ||
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Section 5. |
Special Meetings. |
9 | ||
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Section 6. |
Notice of Meetings; Waiver of Notice. |
9 | ||
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Section 7. |
Conduct of Meetings. |
9 | ||
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Section 8. |
Quorum and Voting Requirements. |
10 | ||
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Section 9. |
Informal Action by Directors. |
10 | ||
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Section 10. |
Resignation. |
10 | ||
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Section 11. |
Vacancies. |
10 | ||
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Section 12. |
Compensation. |
10 | ||
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Section 13. |
Interlocks. |
11 | ||
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ARTICLE V |
11 | |||
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COMMITTEES |
11 | |||
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Section 1. |
Standing Committees. |
11 | ||
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Section 2. |
Executive Committee. |
11 | ||
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Section 3. |
Audit Committee. |
12 | ||
-ii-
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Section 4. |
Compensation Committee. |
12 | ||
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Section 5. |
Nominating Committee. |
14 | ||
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Section 6. |
Other Committees. |
14 | ||
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ARTICLE VI |
14 | |||
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OFFICERS |
14 | |||
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Section 1. |
Designation of Executive Officers. |
14 | ||
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Section 2. |
Term of Office and Removal. |
15 | ||
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Section 3. |
Chairman of the Board. |
15 | ||
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Section 4. |
Chief Executive Officer. |
15 | ||
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Section 5. |
President. |
15 | ||
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Section 6. |
Vice Presidents. |
16 | ||
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Section 7. |
Secretary. |
16 | ||
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Section 8. |
Chief Financial Officer and Treasurer. |
16 | ||
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Section 9. |
Other Officers. |
16 | ||
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Section 10. |
Compensation of Officers. |
16 | ||
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Section 11. |
Interlocks. |
16 | ||
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ARTICLE VII |
16 | |||
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DIVIDENDS |
16 | |||
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ARTICLE VIII |
17 | |||
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AMENDMENTS |
17 | |||
-iii-
BYLAWS
OF
CMS BANCORP, INC.
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of CMS 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 of business 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 II
STOCKHOLDERS
Section 1. Place of Meetings. Meetings of stockholders of the Corporation shall be held at such place, within or without the State of Delaware, as may be fixed by the Board and designated in the notice of meeting. If no place is so fixed, such meetings shall be held at the principal administrative office of the Corporation.
Section 2. Annual Meetings. The annual meeting of stockholders of the Corporation for the election of directors and the transaction of any other business which may properly come before such meeting shall be held each year on a date and at a time to be designated by the Board.
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