UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: JUNE 30, 2004
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 0-21714
CSB Bancorp, Inc.
Ohio | 34-1687530 | |
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|
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(State or other jurisdiction of | (I.R.S. Employer Identification Number) | |
incorporation or organization) |
6 W. Jackson Street, P.O. Box 232, Millersburg, Ohio 44654
(330) 674-9015
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes (X) No ( )
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes ( ) No (X)
Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date.
Common stock, $6.25 par value
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Outstanding at July 25, 2004: | |
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2,644,350 common shares |
CSB BANCORP, INC.
FORM 10-Q
QUARTER ENDED June 30, 2004
Table of Contents
CSB BANCORP, INC.
June 30, | December 31, | |||||||
2004
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2003
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ASSETS
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||||||||
Cash and due from banks
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$ | 12,413,763 | $ | 12,327,227 | ||||
Interest-bearing deposits with other banks
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111,238 | 147,154 | ||||||
Federal funds sold
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| 4,727,000 | ||||||
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||||||
Total cash and cash equivalents
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12,525,001 | 17,201,381 | ||||||
Securities available-for-sale, at fair value
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42,498,751 | 28,990,615 | ||||||
Securities held-to-maturity (fair value of
$33,943,952 in 2004 and $38,395,177 in 2003)
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32,392,157 | 36,092,027 | ||||||
Restricted stock, at cost
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2,739,300 | 2,690,000 | ||||||
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||||||
Total securities
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77,630,208 | 67,773,242 | ||||||
Loans, net of allowance for loan losses of
$2,551,397 in 2004 and $2,458,864 in 2003
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219,156,455 | 210,795,598 | ||||||
Premises and equipment, net
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8,457,845 | 8,563,276 | ||||||
Accrued interest receivable and other assets
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2,740,663 | 1,846,292 | ||||||
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||||||
Total assets
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$ | 320,510,172 | $ | 306,179,789 | ||||
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LIABILITIES
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||||||||
Deposits
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||||||||
Noninterest-bearing
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$ | 31,606,432 | $ | 33,539,061 | ||||
Interest-bearing
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207,576,893 | 215,418,686 | ||||||
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||||||
Total deposits
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239,183,325 | 248,957,747 | ||||||
Securities sold under repurchase agreements
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13,404,441 | 11,859,052 | ||||||
Federal funds purchased
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13,300,000 | | ||||||
Federal Home Loan Bank borrowings
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19,023,228 | 9,512,481 | ||||||
Accrued interest payable and other liabilities
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1,045,245 | 1,132,971 | ||||||
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||||||
Total liabilities
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285,956,239 | 271,462,251 | ||||||
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||||||
SHAREHOLDERS EQUITY
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||||||||
Common stock, $6.25 par value: Authorized 9,000,000
shares; issued 2,667,786 shares
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16,673,667 | 16,673,667 | ||||||
Additional paid-in capital
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6,413,915 | 6,413,915 | ||||||
Retained earnings
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12,655,162 | 12,214,751 | ||||||
Treasury stock at cost: 23,436 shares
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(645,938 | ) | (645,938 | ) | ||||
Accumulated other comprehensive income (loss)
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(542,873 | ) | 61,143 | |||||
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||||||
Total shareholders equity
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34,553,933 | 34,717,538 | ||||||
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Total liabilities and shareholders equity
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$ | 320,510,172 | $ | 306,179,789 | ||||
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See note to consolidated financial statements.
3.
CSB BANCORP, INC.
Three Months Ended | Six Months Ended | |||||||||||||||
June 30,
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June 30,
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|||||||||||||||
2004
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2003
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2004
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2003
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|||||||||||||
Interest income
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||||||||||||||||
Loans, including fees
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$ | 2,957,549 | $ | 3,189,639 | $ | 5,950,495 | $ | 6,362,738 | ||||||||
Taxable securities
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373,376 | 267,573 | 644,847 | 560,505 | ||||||||||||
Non-taxable securities
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412,299 | 480,284 | 812,917 | 964,061 | ||||||||||||
Other
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210 | 287 | 3,208 | 9,627 | ||||||||||||
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||||||||||||
Total interest income
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3,743,434 | 3,937,783 | 7,411,467 | 7,896,931 | ||||||||||||
Interest expense
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||||||||||||||||
Deposits
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788,666 | 972,039 | 1,623,496 | 1,999,407 | ||||||||||||
Other
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178,436 | 216,415 | 315,854 | 415,361 | ||||||||||||
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Total interest expense
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967,102 | 1,188,454 | 1,939,350 | 2,414,768 | ||||||||||||
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||||||||||||
Net interest income
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2,776,332 | 2,749,329 | 5,472,117 | 5,482,163 | ||||||||||||
Provision (credit) for loan losses
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78,621 | 20,000 | 172,621 | (51,000 | ) | |||||||||||
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Net interest income after provision
for loan losses
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2,697,711 | 2,729,329 | 5,299,496 | 5,533,163 | ||||||||||||
Non-interest income
|
||||||||||||||||
Service charges on deposit
accounts
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211,069 | 204,836 | 393,484 | 390,196 | ||||||||||||
Gain on sale of securities
|
| | 25,860 | | ||||||||||||
Trust and financial services
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114,341 | 94,217 | 207,983 | 187,358 | ||||||||||||
Other income
|
246,101 | 260,084 | 443,218 | 449,277 | ||||||||||||
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||||||||||||
Total non-interest income
|
571,511 | 559,137 | 1,070,545 | 1,026,831 | ||||||||||||
Non-interest expenses
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||||||||||||||||
Salaries and employee benefits
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1,288,202 | 1,341,189 | 2,547,341 | 2,649,900 | ||||||||||||
Occupancy expense
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158,653 | 161,844 | 320,831 | 330,446 | ||||||||||||
Equipment expense
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133,579 | 130,968 | 259,219 | 260,002 | ||||||||||||
State franchise tax
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103,162 | 98,498 | 205,018 | 202,593 | ||||||||||||
Professional and director fees
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186,061 | 226,984 | 372,392 | 409,795 | ||||||||||||
Other expenses
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666,075 | 704,369 | 1,345,299 | 1,403,812 | ||||||||||||
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Total non-interest expenses
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2,535,732 | 2,663,852 | 5,050,100 | 5,256,548 | ||||||||||||
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Income before income taxes
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733,490 | 624,614 | 1,319,941 | 1,303,446 | ||||||||||||
Federal income tax provision
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127,000 | 53,000 | 192,000 | 134,000 | ||||||||||||
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Net income
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$ | 606,490 | $ | 571,614 | $ | 1,127,941 | $ | 1,169,446 | ||||||||
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Basic and diluted earnings
per share
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$ | 0.23 | $ | 0.21 | $ | 0.43 | $ | 0.44 | ||||||||
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See note to consolidated financial statements.
4.
CSB BANCORP, INC.
Three Months Ended | Six Months Ended | |||||||||||||||
June 30,
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June 30,
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2004
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2003
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2004
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2003
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Balance at beginning of period
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$ | 34,947,408 | $ | 34,040,707 | $ | 34,717,538 | $ | 33,742,284 | ||||||||
Net income
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606,490 | 571,614 | 1,127,941 | 1,169,446 | ||||||||||||
Other comprehensive income
(loss), net of income tax
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(656,201 | ) | 41,090 | (604,016 | ) | 16,547 | ||||||||||
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Total comprehensive income (loss)
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(49,711 | ) | 612,704 | 523,925 | 1,185,993 | |||||||||||
Issuance of shares from treasury
under dividend reinvestment
program (3,848 and 7,402
shares in 2003)
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| 67,063 | | 126,169 | ||||||||||||
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||||||||||||
Purchase of treasury shares
(4 and 1,006 shares in 2003) |
| (76 | ) | | (18,111 | ) | ||||||||||
Cash dividends declared
($0.13 and $0.26 per share in 2004 and $0.12 and $0.24 per share in 2003) |
(343,764 | ) | (316,399 | ) | (687,530 | ) | (632,336 | ) | ||||||||
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Balance at end of period
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$ | 34,553,933 | $ | 34,403,999 | $ | 34,553,933 | $ | 34,403,999 | ||||||||
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See note to consolidated financial statements.
5.
CSB BANCORP, INC.
Six Months Ended | ||||||||
June 30,
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||||||||
2004
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2003
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|||||||
Net cash from operating activities
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$ | 921,089 | $ | 2,265,046 | ||||
Cash flows from investing activities
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||||||||
Securities available-for-sale
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||||||||
Proceeds from maturities, calls and repayments
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11,880,280 | 15,751,000 | ||||||
Proceeds from sales
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666,696 | | ||||||
Purchases
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(26,958,621 | ) | (14,834,488 | ) | ||||
Securities held to maturity
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||||||||
Proceeds from maturities, calls and repayments
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3,697,000 | 4,220,000 | ||||||
Purchases
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| | ||||||
Net change in loans
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(8,529,595 | ) | (12,328,284 | ) | ||||
Premises and equipment expenditures, net
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(273,855 | ) | (64,044 | ) | ||||
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Net cash from investing activities
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(19,518,095 | ) | (7,255,816 | ) | ||||
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Cash flows from financing activities
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||||||||
Net change in deposits
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(9,774,422 | ) | (6,711,653 | ) | ||||
Net change in securities sold under repurchase agreements
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1,545,389 | (3,046,461 | ) | |||||
Net change in federal funds purchased
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13,300,000 | 4,800,000 | ||||||
Proceeds from FHLB borrowings
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10,000,000 | 5,000,000 | ||||||
Principal reductions on FHLB borrowings, net
|
(489,253 | ) | (559,553 | ) | ||||
Purchase of treasury shares
|
| (18,111 | ) | |||||
Cash dividends paid
|
(661,088 | ) | (452,794 | ) | ||||
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|
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||||||
Net cash from financing activities
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13,920,626 | (988,572 | ) | |||||
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||||||
Net change in cash and cash equivalents
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(4,676,380 | ) | (5,979,342 | ) | ||||
Cash and cash equivalents at beginning of period
|
17,201,381 | 22,564,696 | ||||||
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Cash and cash equivalents at end of period
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$ | 12,525,001 | $ | 16,585,354 | ||||
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Supplemental disclosures
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||||||||
Interest paid
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$ | 1,962,169 | $ | 2,450,751 | ||||
Income taxes paid
|
280,000 | |
See note to consolidated financial statements.
6.
CSB BANCORP, INC.
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements include the accounts of CSB Bancorp, Inc. and its wholly-owned subsidiary, The Commercial and Savings Bank (together referred to as the Company or CSB). All significant intercompany transactions and balances have been eliminated in consolidation.
The consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the Companys financial position at June 30, 2004, and the results of operations and changes in cash flows for the periods presented have been made.
Certain information and footnote disclosures typically included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. The Annual Report for CSB for the year ended December 31, 2003, contains consolidated financial statements and related footnote disclosures which should be read in conjunction with the accompanying consolidated financial statements. The results of operations for the period ended June 30, 2004 are not necessarily indicative of the operating results for the full year or any future interim period.
7.
CSB BANCORP, INC.
ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion focuses on the consolidated financial condition of CSB
Bancorp, Inc. (the Company) at June 30, 2004, compared to December 31, 2003,
and the consolidated results of operations for the six month and quarterly
periods ending June 30, 2004 compared to the same periods in 2003. The purpose
of this discussion is to provide the reader with a more thorough understanding
of the consolidated financial statements. This discussion should be read in
conjunction with the interim consolidated financial statements and related
footnote.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this report that are not historical facts are
forward-looking statements that are subject to certain risks and uncertainties.
When used herein, the terms anticipates, plans, expects, believes, and
similar expressions as they relate to the Company or its management are
intended to identify such forward-looking statements. The Companys actual
results, performance or achievements may materially differ from those expressed
or implied in the forward-looking statements. Risks and uncertainties that
could cause or contribute to such material differences include, but are not
limited to, general economic conditions, interest rate environment, competitive
conditions in the financial services industry, changes in law, governmental
policies and regulations, and rapidly changing technology affecting financial
services.
The Company does not undertake, and specifically disclaims any obligation, to
publicly revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
FINANCIAL CONDITION
Total assets were $320.5 million at June 30, 2004, compared to $306.2 million
at December 31, 2003, representing an increase of $14.3 million or 4.7%. Cash
and cash equivalents decreased $4.7 million, or 27.2%, during the six-month
period ending June 30, 2004, due to a $4.7 million decrease in Federal funds
sold. Total securities increased $9.9 million, or 14.5%, during the six month
period. Federal funds purchased increased $13.3 million during the six-month
period, while Federal Home Loan Bank borrowings increased $9.5 million during
the period.
The increase in securities and Federal Home Loan Bank borrowings resulted from
a $10 million leverage program entered into during the first quarter of 2004.
Increases of Federal funds purchased of $13.3 million and securities sold under
repurchase agreements of $1.5 million during the six-month period were used to
fund portions of the loan growth of $8.4 million (4.0%), as well as deposit
shrinkage of $9.8 million (3.9%).
8.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CSB BANCORP, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Net loans increased $8.4 million, or 4.0% during the six-month period ended June 30, 2004. This increase was due to a combination of increased loan demand and production within the Companys market area. The allowance for loan losses amounted to $2.6 million, or 1.15% of total loans, at June 30, 2004, compared to $2.5 million, or 1.15% of total loans at December 31, 2003. The components of the change in the allowance for loan losses during the six-month period ended June 30, 2004, included a provision of $173,000 and net loan charge-offs of $80,000. Loans past due more than 90 days and still accruing interest and loans placed on nonaccrual status, aggregated $487,000, or 0.22% of total loans at June 30, 2004, compared to $1.3 million, or 0.63% of total loans at December 31, 2003.
At June 30, 2004, the ratio of net loans to deposits was 91.6%, compared to 84.7% at the end of 2003. The increase in this ratio is due to loan growth coupled with deposit shrinkage experienced during the six months ended June 30, 2004.
Total shareholders equity amounted to $34.6 million, or 10.8% of total assets, at June 30, 2004, compared to $34.7 million, or 11.3% of total assets, at December 31, 2003. The decrease in shareholders equity during the six months ended June 30, 2004 was due to the aggregate of dividends declared of $688,000 and the unrealized loss on available-for-sale marketable securities, net of tax, of $604,000, exceeding net income for the six-month period of $1.1 million. The Company and its subsidiary met all regulatory capital requirements at June 30, 2004.
RESULTS OF OPERATIONS
Net income for the six months ending June 30, 2004, was $1.1 million, or $0.43 per share, as compared to $1.2 million, or $0.44 per share during the same period in 2003. Net interest income was $5.5 million for the six months ended June 30, 2004, remaining stable from the same period last year. Total non-interest expenses decreased $206,000, or 3.9%, for the six month period ended June 30, 2004, as compared to the same period of 2003 while non-interest income increased $44,000, or 4.3%. These improvements in net income were partially offset by a change in the provision (credit) for loan losses of $224,000.
For the quarter ended June 30, 2004, the Company recorded net income of $607,000, or $0.23 per share, as compared to net income of $ 572,000, or $0.21 per share. The increase in net income for the quarter of $35,000 was principally due to a $27,000 increase in net interest income and a $128,000 decrease in non-interest expenses, offset by a $59,000 increase in the provision for loan losses and a $74,000 increase in the federal income tax provision.
9.
CSB BANCORP, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Interest income for the six months ended June 30, 2004 was $7.4 million, a decrease of $485,000, or 6.1%, from the same period in 2003. Interest on securities decreased $67,000, or 4.4%, as short term interest rates fell and certain callable securities were called. Interest income for the quarter ended June 30, 2004 was $3.7 million, a decrease of $194,000, or 4.9%, compared to the same period in 2003. This decrease was due to the reasons previously noted.
Interest expense decreased $475,000 to $1.9 million for the six months ended June 30, 2004, compared to the six months ended June 30, 2003. Interest expense on deposits decreased $376,000, or 18.8%, from the same period as last year, while interest expense on other borrowings decreased $100,000, or 24.0%. The decrease in deposit interest expense was caused by the lower rates on transaction accounts and certificates of deposit, as well as an overall decrease in average interest-bearing deposit balances. Interest expense for the quarter ended June 30, 2004 was $967,000, a decrease of $221,000, or 18.6%, from the same period in 2003.
The provision for loan losses was $173,000 during the first six months of 2004, as compared to a credit of $51,000 in the same six-month period of 2003. The provision or credit for loan losses is determined based on managements calculation of the allowance for loan losses, which includes provisions for classified loans, as well as for the remainder of the portfolio based on historical data, including past charge-offs, and current economic trends. The provision for loan losses for the quarter ended June 30, 2004 was $79,000, compared to a provision of $20,000 for the same quarter in 2003 for the reasons stated above.
Non-interest income increased $44,000, or 4.3%, during the six months ended June 30, 2004 as compared to the same period in 2003. The increase in non-interest income was primarily due to a $26,000 gain on sale of securities in 2004 and a $21,000, or 11.0%, increase in Trust and Financial Services. Non-interest expenses decreased $206,000, or 3.9%, for the six months ended June 30, 2004, compared to the same period in 2003. Salaries and employee benefits decreased $103,000, or 3.9%; occupancy expense decreased $10,000, or 2.9%; professional and director fees decreased $37,000, or 9.1%; and other expenses decreased $59,000, or 4.2%. The provision for income taxes was $192,000 (effective rate of 14.5%) for the six months ended June 30, 2004, compared to $134,000 (effective rate of 10.3%) for the six months ended June 30, 2003. The increase in the effective tax rate resulted from a decrease in tax-exempt interest income.
Non-interest income for the quarter ended June 30, 2004 was $572,000, an increase of $12,000, or 2.2%, compared to the same quarter in 2003. This increase was primarily due to trust and financial services as noted previously. Non-interest expenses for the quarter ended June 30, 2004 decreased $128,000, or 4.8%, compared to last years period. This decrease was due to reasons previously noted.
10.
CSB BANCORP, INC.
ITEM 3 QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the quantitative and qualitative disclosures about market risks as of June 30, 2004 from that presented in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2003. Management performs a quarterly analysis of the Companys interest rate risk. All positions are currently within the Board-approved policy limits.
ITEM 4 - CONTROLS AND PROCEDURES
EVALUATION OF CONTROLS AND PROCEDURES
With the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that:
(a) information required to disclosed by the Company in this Quarterly Report on Form 10-Q would be accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure;
(b) information required to be disclosed by the Company in this Quarterly Report on Form 10-Q would be recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms; and
(c) the Companys disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that material information relating to the Company and its consolidated subsidiary is made known to them, particularly during the period for which our periodic reports, including this Quarterly Report on Form 10-Q, are being prepared.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes during the period covered by this Quarterly Report on Form 10-Q in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
11.
CSB BANCORP, INC.
FORM 10-Q
Quarter ended June 30, 2004
Item 1 - Legal Proceedings:
There are no matters required to be reported under this item. |
Item 2 - Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities:
There are no matters required to be reported under this item. |
Item 3 - Defaults Upon Senior Securities:
There are no matters required to be reported under this item. |
Item 4 - Submission of Matters to a Vote of Security Holders:
The 2004 Annual Meeting of Shareholders of the Company was held on April 21, 2004. Matters submitted to a vote of the security holders at the meeting was the election of three members to the Board of Directors, each to continue in office until the 2007 Annual Shareholders Meeting. |
Nominee | For | Withheld | ||||||
Jeffery A. Robb, Sr.
|
1,672,307 | 180,264 | ||||||
Samuel M. Steimel
|
1,508,368 | 344,203 | ||||||
John R. Waltman
|
1,809,533 | 43,038 |
The following individuals continued as directors of CSB following the 2004 Annual Meeting of Shareholders: |
John J. Limbert
J. Thomas Lang Robert K. Baker Ronald E. Holtman Daniel J. Miller Eddie L. Steiner |
Item 5 - Other Information:
There are no matters required to be reported under this item. |
12.
CSB BANCORP, INC.
FORM 10-Q
Quarter ended June 30, 2004
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K:
(a) | Exhibits: |
Exhibit | ||
Number
|
Description of Document
|
|
3.1
|
Amended Articles of Incorporation of CSB Bancorp, Inc. | |
|
||
3.2
|
Code of Regulations of CSB Bancorp, Inc. | |
|
||
11
|
Statement Regarding Computation of Per Share Earnings (reference is hereby made to Consolidated Statements of Income on page 4 hereof.) | |
|
||
31.1
|
Rule 13a-14(a)/15d-14(a) CEOs Certification | |
|
||
31.2
|
Rule 13a-14(a)/15d-14(a) CFOs Certification | |
|
||
32.1
|
Section 1350 CEOs Certification | |
|
||
32.2
|
Section 1350 CFOs Certification |
(b) Reports on Form 8-K:
Form 8-K dated April 19, 2004, containing a quarterly report to shareholders that included financial statements for the period ended March 31, 2004. |
Form 8-K dated June 25, 2004, containing a press release announcing the quarterly dividend. |
13.
CSB BANCORP, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
CSB BANCORP,
INC.
|
|
|
(Registrant) | |
|
||
Date: 08/06/04
|
/s/ John J. Limbert | |
|
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|
John J. Limbert | |
|
President | |
|
Chief Executive Officer | |
|
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Date: 08/06/04
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/s/ A. Lee Miller | |
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A. Lee Miller | |
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Senior Vice President | |
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Chief Financial Officer |
14.
CSB BANCORP, INC.
Index to Exhibits
Exhibit | Sequential | |||
Number
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Description of Document
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Page
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3.1
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Amended Articles of Incorporation of CSB Bancorp, Inc. | 16 | ||
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||||
3.2
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Code of Regulations of CSB Bancorp, Inc. | 30 | ||
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||||
11
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Statement Regarding Computation of Per Share Earnings (reference is hereby made to Consolidated Statements of Income on page 4 hereof.) | 43 | ||
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||||
31.1
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Rule 13a-14(a)/15d-14(a) CEOs Certification | 44 | ||
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||||
31.2
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Rule 13a-14(a)/15d-14(a) CFOs Certification | 46 | ||
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||||
32.1
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Section 1350 CEOs Certification | 48 | ||
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||||
32.2
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Section 1350 CFOs Certification | 49 |
15.
EXHIBIT 3.1
AMENDED ARTICLES OF INCORPORATION
OF
CSB BANCORP, INC.
The undersigned, under Sections 1701.01 et seq. of the Revised Code of Ohio, do hereby certify:
FIRST: The name of said Corporation shall be:
CSB Bancorp, Inc.
SECOND: The place in the State of Ohio where its principal office is to be located is Millersburg, in Holmes County.
THIRD: The purposes for which it is formed are:
To engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98 inclusive of the Ohio Revised Code.
FOURTH: The authorized number of shares of the Corporation is three hundred twenty thousand (320,000) all of which shall be with a par value of Twelve Dollars and Fifty Cents ($12.50) each.
FIFTH: The following provisions are hereby agreed to for the purpose of defining, limiting and regulating the exercise of the authority of the Corporation, or of the Directors, or of all of the shareholders:
The Board of Directors is expressly authorized to set apart, out of any of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose or to abolish any such reserve in the manner in which it was created, and to purchase on behalf of the Corporation any shares issued by it to the extent permitted under Sections 1701.01 et seq. of the Revised Code of Ohio.
The Corporation may in its regulations confer powers upon its Board of Directors in addition to the powers and authorities conferred upon it expressly by Sections 1701.01 et seq. of the Revised Code of Ohio.
Any meeting of the shareholders or the Board of Directors may be held at any place within or without the State of Ohio in the manner provided for in the regulations of the Corporation.
Subject to Article SIXTH, any amendments to the Articles of Incorporation may be made from time to time, and any proposal or proposition requiring the action of shareholders may be authorized from time to time by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation.
SIXTH: FAIR PRICE AND SUPER VOTE REQUIREMENT
A. Definitions as used in this Article Sixth.
(1) "Affiliate" or "associate" shall have the respective meanings given to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on July 1, 1991.
(2) A person shall be a "beneficial owner" of any voting stock:
(i) which such person or any of its Affiliates or Associates beneficially owns, directly or indirectly, or
(ii) which such person or any of its Affiliates or Associates has by itself or with others (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding; or
(iii) which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.
(3) "Business Combination" shall include:
(i) any merger or consolidation of the Corporation or any of its subsidiaries with or into an Interested Shareholder, regardless of which person is the surviving entity
(ii) any sale, lease, exchange, mortgage, pledge, or other disposition (in one transaction or a series of transactions) from the Corporation or any of its subsidiaries to an Interested Shareholder, or from an Interested Shareholder to the Corporation or any of its subsidiaries, of assets
having an aggregate Fair Market Value of ten percent (10%) or more of the Corporation's total stockholders' equity;
(iii) the issuance, sale or other transfer by the Corporation or any subsidiary thereof of any securities of the Corporation or any subsidiary thereof to an Interested Shareholder (other than an issuance or transfer of securities which is effected on a pro rata basis to all shareholders of the Corporation);
(iv) the acquisition by the Corporation or any of its subsidiaries of any securities of an Interested Shareholder;
(v) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Shareholder;
(vi) any reclassification or recapitalization of securities of the Corporation if the effect, directly or indirectly, of such transaction is to increase the relative voting power of an Interested Shareholders; or
(vii) any agreement, contract or other arrangement providing for or resulting in any of the transactions described in this definition of Business Combination.
(4) "Continuing Director" shall mean any member of the Board of Directors of the Corporation who is unaffiliated with the Interested Shareholder was a member of the Board of Directors prior to the time that the Interested Shareholder became an Interested Shareholder; any successor of a Continuing Director who is unaffiliated with the Interested Shareholder and is approved to succeed a Continuing Director by the Continuing Directors; any member of the Board of Directors who is appointed to fill a vacancy on the Board of Directors who is unaffiliated with the Interested Shareholder and is approved by the Continuing Directors.
(5) "Fair market Value" shall mean:
(i) in the case of securities listed on a national securities exchange or quoted in the National Association of Securities Dealers Automated Quotations System (or any successor thereof), the highest sales price
or bid quotation, as the case may be, reported for securities of the same class or series traded on a national securities exchange or in the over-the-counter market during the 30-day period immediately prior to the date in question, or if no such report or quotation is available, the fair market value as determined by the Continuing Directors; and
(ii) in the case of other securities and of other property or consideration (other than cash), the Fair Market Value as determined by the Continuing Directors; provided, however, in the event the power and authority of the Continuing Directors ceases and terminates pursuant to Subdivision F of this Article SIXTH as a result of there being less than five Continuing Directors at any time, then (a) for purposes of clause (ii) of the definition of "Business Combination," any sale, lease, exchange, mortgage, pledge, or other disposition of assets from the Corporation or any of its subsidiaries to an Interested Shareholder or from an Interested Shareholder to the Corporation or any of its subsidiaries, regardless of the Fair Market Value thereof, shall constitute a Business Combination, and (b) for purposes of paragraph 1 of Subdivision D of this Article SIXTH, in determining the amount of consideration received or to be received per share by the Independent Shareholders in a Business Combination, there shall be excluded all consideration other than cash and the Fair Market Value of securities listed on a national securities exchange or quoted in the National Association of Securities Dealers Automated Quotations System (or any successor thereof) for which there is a reported sales price or bid quotation, as the case may be, during the 30-day period immediately prior to the date in question.
(6) "Independent Shareholder" shall mean shareholders of the Corporation other than the Interested Shareholder engaged in or proposing the Business Combination.
(7) "Interested Shareholder" shall mean: (a) any person (other than the Corporation of any of its subsidiaries), and (b) the Affiliates and Associates of such person, who, or which together, are:
(i) the beneficial owner, directly or indirectly, of 10%
or more of the outstanding Voting Stock or were within the two-year period immediately prior to the date in question the beneficial owner, directly or indirectly, of 10% or more of the then outstanding Voting Stock; or
(ii) an assignee of or other person who has succeeded to any shares of the Voting Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by an Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.
Notwithstanding the foregoing, no Trust Department, or designated fiduciary or other trustee of such Trust Department of the Corporation or a subsidiary of the Corporation, or other similar fiduciary capacity of the Corporation with direct voting control of the outstanding Voting Stock shall be included or considered as an Interested Shareholder. Further, no profit-sharing, employee stock ownership, employee stock purchase and savings, employee pension, or other employee benefit plan of the Corporation or any of its subsidiaries, and no trustee of any such plan in its capacity as such trustee, shall be included or considered as an interested Shareholder.
(8) A "Person" shall mean an individual, partnership, Trust, corporation, or other entity and includes any two or more of the foregoing acting in concert.
(9) "Voting Stock" shall mean all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors of the Corporation.
B. Supermajority Vote to Effect Business Combination. No Business Combination shall be effected or consummated unless:
(1) Authorized and approved by the Continuing Directors and, if otherwise required by law to authorize or approve the transaction, the approval or authorization of shareholders of the Corporation, by the affirmative vote of the holders of such number of shares as is mandated by the Ohio Revised Code; or
(2) Authorized and approved by the affirmative vote of holders of not less than 80% of the outstanding Voting Stock voting together as a single class.
The authorization and approval required by this Subdivision B is in addition to any authorization and approval required by Subdivision C of this Article SIXTH.
C. Fair Price Required to Effect Business Combination. No Business Combination shall be effected or consummated unless:
(1) All the conditions and requirements set forth in Subdivision D of this Article SIXTH have been satisfied; or
(2) Authorized and approved by the Continuing Directors; or
(3) Authorized and approved by the affirmative vote of holders of not less than 66 2/3% of the outstanding Voting Stock held by all Independent Shareholders voting together as a single class.
Any authorization and approval required by this Subdivision C is in addition to any authorization and approval required by Subdivision B of this Article SIXTH.
D. Conditions and Requirements to Fair Price. All the following conditions and requirements must be satisfied in order for clause (1) of Subdivision C of this Article SIXTH to be applicable.
(1) The cash and Fair Market Value of the property, securities or other consideration to be received by the Independent Shareholders in the Business Combination per share for each class or series of capital stock of the Corporation must not be less than the sum of:
(i) the highest per share price (including brokerage commissions, transfer taxes, soliciting dealer's fees and similar payments) paid by the Interested Shareholder in acquiring any shares of such class or series, respectively, and, in the case of Preferred Stock, if greater, the amount of the per share redemption price; and
(ii) the amount, if any, by which interest on the per
share price, calculated at the Treasury Bill Rate from time to time in effect, from the date the Interested Shareholder first became an Interested Shareholder until the Business Combination has been consummated, exceeds the per share amount of cash dividends received by the Independent Shareholders during such period. The "Treasury Bill Rate" means for each calendar quarter, or part thereof, the interest rate of the last auction in the preceding calendar of 91-day United States Treasury Bills expressed as a bond equivalent yield.
For purposes of this paragraph (1) per share amounts shall be appropriately adjusted for any recapitalization, reclassification, stock dividend, stock split, reserve split, or other similar transaction. Any Business Combination which does not result in the Independent Shareholders receiving consideration for or in respect of their shares of capital stock of the Corporation shall not be treated as complying with the requirements of this paragraph (1).
(2) The form of the consideration to be received by the Independent Shareholders owning the Corporation's shares must be the same as was previously paid by the Interested Shareholder(s) for shares of the same class or series; provided, however, if the Interested Shareholder previously paid for shares of such class or series with different forms of consideration, the form of the consideration to be received by the Independent Shareholders owning shares of such class or series must be in the form as was previously paid by the Interested Shareholder in acquiring the largest number of shares of such class or series previously acquired by the Interested Shareholder, provided, further, in the event no shares of the same class or series had been previously acquired by the Interested Shareholder, the form of consideration must be cash. The provisions of this paragraph (2) are not intended to diminish the aggregate amount of cash and Fair Market Value of any other consideration that any holder of the Corporation's shares is otherwise entitled to receive upon the liquidation or dissolution of the Corporation, under the terms of any contract with the Corporation or an Interested Shareholder, or otherwise.
(3) From the date the Interested Shareholder first became
an Interested Shareholder until the Business Combination has been consummated, the following requirements must be complied with unless the Continuing Directors otherwise approve:
(i) the Interested Shareholder has not received, directly or indirectly, the benefit (except proportionately as a shareholder) of any loan, advance, guaranty, pledge, or other financial assistance, tax credit or deduction, or other benefit from the Corporation or any of its subsidiaries;
(ii) there shall have been no failure to declare and pay in full, when and as due or scheduled, any dividends required to be paid or any class or series of the Corporation's shares;
(iii) there shall have been (a) no reduction in the annual rate of dividends paid on Common Shares of the Corporation (except as necessary to reflect any split of such shares), and (b) an increase in the annual rate of dividends as necessary to reflect reclassification (including a reverse split), recapitalization or any similar transaction which has the effect of reducing the number of outstanding Common Shares; and
(iv) there shall have been no amendment or other modification to any profit-sharing, employee stock ownership; employee stock purchase and savings, employee pension or other employee benefit plan of the Corporation or any of its subsidiaries, the effect of which is to change in any manner the provisions governing the voting of any shares of capital stock of the Corporation in or covered by such plan.
(4) A proxy or information statement describing the Business Combination and complying with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations under it (or any subsequent provisions replacing that Act and the rules and regulations under it) has been mailed at least 30 days prior to the completion of the Business Combination to the holders of all outstanding Voting Stock. If deemed advisable by the Continuing Directors, the proxy or information statement shall contain a recommendation by the Continuing Directors as to the advisability (or inadvisability) of the Business Combination and/or an opinion by an investment
banking firm, selected by the Continuing Directors and retained at the expense of the Corporation, as to the fairness (or unfairness) of the Business Combination to the Independent Shareholders.
E. Other Applicable Voting Requirement. The affirmative votes or approvals required to be received from shareholders of the Corporation under Subdivisions B, C and H of this Article SIXTH are in addition to the vote of the holders of any class of shares of capital stock of the Corporation otherwise required by law, or by other provisions of these Articles of Incorporation, or by the express terms of the shares of such class. The affirmative votes or approvals required to be received from shareholders of the Corporation under Subdivisions B, C and H of this Article SIXTH shall apply even though no vote or a lesser percentage vote, may be required by law, or by other provisions of these Articles of Incorporation, or otherwise. Any authorization, approval or other action of the Continuing Directors under this Article SIXTH is in addition to any required authorization, approval or other action of the Board of Directors.
F. Continuing Directors. All actions required or permitted to be taken by the Continuing Directors shall be taken with or without a meeting by the vote or written consent of two-thirds of the Continuing Directors, regardless of whether the Continuing Directors constitute a quorum of the members of the Board of Directors then in office. In the event that the number of Continuing Directors is at any time less than five, all power and authority of the Continuing Directors under this Article SIXTH shall thereupon cease and terminate, including, without limitation, the authority of the Continuing Directors to authorize and approve a Business Combination under Subdivisions B and C of this Article SIXTH and to approve a successor Continuing Director. Two-thirds of the Continuing Directors shall have the power and duty, consistent with their fiduciary obligations, to determine for the purpose of this Article SIXTH, on the basis of information known to them:
(1) Whether any person is an Interested Shareholder;
(2) Whether any person is an Affiliate or Associate of another;
(3) Whether any person has an agreement, arrangement, or
understanding with another or is acting in concert with another; and
(4) The Fair Market Value of property, securities or other other consideration (other than cash).
The good faith determination of the Continuing Directors on such matters shall be binding and conclusive for purposes of this Article SIXTH.
G. Effect on Fiduciary Obligations of Interested Shareholders. Nothing contained in this Article SIXTH shall be construed to relieve any Interested Shareholder from any fiduciary obligations imposed by law.
H. Repeal. Notwithstanding any other provisions of these Articles of Incorporation (and notwithstanding the fact that a lesser percentage vote may be required by law or other provision of these Articles of Incorporation), the provisions of this Article SIXTH may not be repealed, amended, supplemented or otherwise modified, unless:
(1) The Continuing Directors (for, if there is no Interested Shareholder, a majority vote of the whole Board of Directors of the Corporation) recommend such repeal, amendment, supplement or modification and such repeal, amendment or modification is approved by the affirmative vote of the holders of not less than 66 2/3% of the outstanding Voting Stock or
(2) Such repeal, amendment, supplement or modification is approved by the affirmative vote of holders of (a) not less than 80% of the outstanding Voting Stock voting together as a single class, and (b) not less than 66 2/3% of the outstanding Voting Stock held by all shareholders other than Interested Shareholders voting together as a single class.
I. Further Considerations to Effect Business Combination. No Business Combination shall be effected or consummated unless, in addition to the consideration set forth in Subdivisions B, C, D and E of this Article SIXTH, the Board of Directors of the Corporation, including the Continuing Directors shall consider all of the following factors and any other factors which it (they) deem relevant:
(1) The Social and economic effects of the transaction on the
Corporation and its subsidiaries, employees, depositors, loan and other customers, creditors and other elements of the communities in which the Corporation and its subsidiaries operate or are located;
(2) The business and financial conditions and earnings prospects of the Interested Shareholder, including, but not limited to, debt service and other existing or likely financial obligations of the Interested Shareholder, including, but not limited to, debt service and other existing or likely financial obligations of the Interested Shareholder, and the possible effect on other elements of the communities in which the Corporation and its subsidiaries operate or are located, and
(3) The competence, experience and integrity of the Interested Shareholder and his (its) or their management.
SEVENTH: Shareholders of the Corporation shall not have any preemptive rights to purchase shares when issued by the Corporation.
EIGHTH: The Corporation shall indemnify its present and past Directors, officers, employees and agents, and such other persons as it shall have powers to indemnify, to the full extent permitted under, and subject to the limitations of, Title 17 of the Ohio Revised Code. Additionally, and subject to the limitations set forth below, the Corporation shall indemnify its present and past Directors for personal liability for monetary damages resulting from breach of their fiduciary duty as Directors. Notwithstanding the above, no indemnification for personal liability shall be provided for: (i) any breach of the Directors' duty of loyalty to the Corporation or its stockholder; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) illegal distribution of dividends; and (iv) any transaction from which the Director derived an improper personal benefit.
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
CSB BANCORP, INC.
RESOLVED, THAT Article Fourth of the Amended Articles of Incorporation of CSB Bancorp, Inc. be amended to read as follows:
FOURTH: The authorized number of shares of the Corporation is one million (1,000,000) all of which shall be with a par value of Six Dollars and Twenty-Five Cents($6.25) each. Each share issued and outstanding at the time of adoption of this amendment to Article Fourth shall be split on a two-for-one basis.
Filed for approval and recorded on Roll 4250 at Frame 0563 on October 11, 1994.
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
CSB BANCORP, INC.
RESOLVED, THAT Article Fourth of the Amended Articles of Incorporation of CSB Bancorp, Inc. be amended to read as follows:
FOURTH: The authorized number of shares of the Corporation is three million (3,000,000) all of which shall be with a par value of Six Dollars and Twenty-Five Cents($6.25) each.
Filed for approval and recorded on October 4, 1996.
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
CSB BANCORP, INC.
RESOLVED, THAT Article Fourth of the Amended Articles of Incorporation of CSB Bancorp, Inc. be amended to read as follows:
FOURTH: The authorized number of shares of the Corporation is nine million (9,000,000) all of which shall be with a par value of Six Dollars and Twenty-Five Cents($6.25) each.
Filed for approval and recorded on Roll 6245 at Frame 0908 on April 9, 1998.
EXHIBIT 3.2
CODE OF REGULATIONS
OF
CSB BANCORP, INC.
ARTICLE 1
Offices
Section 1. Principal Office. The principal office of the Company shall be at such place in the County of Holmes, Ohio, as may be designated from time to time by the Board of Directors.
Section 2. Other Offices. The Corporation shall also have offices at such other places without, as well as within, the State of Ohio, as the Board of Directors may from time to time determine.
ARTICLE II
Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders of this Corporation for the purpose of fixing or changing the number of directors of the Corporation, electing directors and transacting such other business as may come before the meeting, shall be held at such time as may be fixed by the Board of Directors by resolution from time to time.
Section 2. Special Meetings. Special meetings of the shareholders may be called at any time by the Chairman of the Board of Directors, President, or a majority of the Board of Directors acting with or without a meeting, or by any three (3) or more shareholders owning, in the aggregate, not less than fifty percent (50%) of the stock of the Corporation.
Section 3. Place of Meetings. Meetings of shareholders shall be held at the main office of the Corporation unless the Board of Directors decides that a meeting shall be held at some other place within or without the State of Ohio and causes the notices thereof to so state.
Section 4. Notice of Meetings. Unless waived, a written, printed, or typewritten notice of each annual or special meeting stating the day, hour, and place and the purpose or purposes thereof shall be served upon or mailed to each shareholder of record (a) as of the day next preceding the day on which notice is given or (b) if a record date therefore is duly fixed, of record as of said date. Notice of such meeting shall be mailed, postage prepaid, at least ten (10) days prior to the date thereof. If mailed, it shall be directed to a shareholder at his address as the name appears upon the records of the Corporation.
Section 5. Waiver of Notice. Any shareholder, either before or after any meeting, may waive any notice required to be given by law or under these Regulations; and whenever all of the shareholders entitled to vote shall meet in person or by proxy and consent to holding a meeting, it shall be valid for all purposes without call or notice, and at such meeting any action may be taken.
Section 6. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of the shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and a meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Incorporation.
Section 7. Proxies. Any shareholder of record who is entitled to attend a shareholders' meeting, or to vote thereat or to assent or give consents in writing, shall be entitled to be represented at such meetings or to vote thereat or to assent or give consent in writing, as the case may be, or to exercise any other of his rights, by proxy or proxies appointed by a writing signed by such shareholder, which need not be sealed, witnessed or acknowledged.
A telegram, cablegram, wireless message or photogram appearing to have been transmitted by a shareholder, or a photograph, photostatic or equivalent reproduction of a writing appointing a proxy or proxies shall be a sufficient writing.
No appointment of a proxy shall be valid after the expiration eleven (11) months after it is made, unless the writing specifies the date on which it is to expire or the length of time it is to continue in force.
Section 8. Voting. At any meeting of the shareholders, each shareholder of the Corporation shall, except as otherwise provided by law or by the Articles of Incorporation or by these Regulations, be entitled to one (1) vote in person or by proxy for each share of the corporation registered in his name on the books of the Corporation: (a) on the record date for the determination of shareholders entitled to vote at such meeting, notwithstanding the prior or subsequent sale, or other disposal of such share or shares or transfer of the same on the books of the Corporation on or after the record date; or (b) if no such record date shall have been fixed, then at the time of such meeting.
Section 9. Action Without Meeting. Any action which may be authorized or taken at any meeting of shareholders may be authorized or taken without a meeting in a writing or writings signed by all of the holders of shares who would be entitled to notice of a meeting of the shareholders held for such purpose. Such writing or writings shall be filed with or entered upon the records of the Corporation.
ARTICLE III
Directors
Section 1. Number of Directors. The number of Directors constituting the entire Board shall not be less than three (3) nor more than twenty-five (25), the exact number of Directors to be determined from time to time by a majority vote of the whole Board of Directors of the Corporation, or by a majority vote of stockholders at an annual meeting or special meeting called for
such purpose, and such exact number shall be ten (10) until otherwise so determined; provided, however, that any increase or decrease in the number of Directors resulting from an action by a majority of the whole Board as herein provided for, shall be subject to a limitation of two persons in any one calendar year.
Section 2. Election and Term of Directors. The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of Directors constituting the whole Board permits, with the term of office of one class expiring each year. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the number of Directors, may be filled by the Board of Directors, acting by a majority of the Directors then in office, although less than a quorum, and any Director so chosen shall hold office until the next election of the class for which such Directors shall have been chosen and until their successor shall be elected and qualified. No decrease in the number of Directors shall shorten the term of any incumbent Director. At each annual meeting of stockholders, the successors to the class of Directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting.
Section 3. Nominations. Nominations of persons for election to the Board
of the Corporation at a meeting of the Shareholders may be made by or at the
direction of the Board of Directors or may be made at a meeting of Shareholders
by any Shareholder of the Corporation entitled to vote for the election of
Directors at the meeting who compiles with the notice procedures set forth in
this Section 3 of Article III. Such nominations, other than those made by or at
the direction of the Board, shall be made pursuant to timely notice in writing
to the Secretary of the Corporation. To be timely, a Shareholder's notice shall
be delivered to or mailed and received at the principal office of the
Corporation not less than fourteen (14) days nor more than fifty (50) days prior
to the meeting; provided, however, that in the event that less than twenty-one
(21) days notice or prior public disclosure of the date of the meeting is given
or made to Shareholders, notice by the Shareholder to be timely must be so
delivered or
mailed no later than the close of business on the seventh (7th) day following the day on which day notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs, but in no event shall such timely notice of Shareholder nomination be received by the Secretary of the Corporation less than seven (7) days prior to the Shareholder meeting. Such Shareholder's notice to the Secretary shall set forth (a) as to each person whom the Shareholder proposes to nominate for election or re-election as a Director, (i) the name, age, business address and residence address of the persons, (ii) the principal occupation or employment of the person, and (iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person and (b) as to the Shareholder giving the notice (i) the name and record address of the Shareholder and (ii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the Shareholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as Director of the Corporation. No person shall be eligible for election as a Director of the Corporation at a meeting of the Shareholders unless nominated in accordance with the procedures set forth herein. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure and the defective nomination shall be disregarded.
Section 4. Vacancies. In case of any vacancy in the Board of Directors, through death, resignation, disqualification, or other cause, the remaining Directors, by an affirmative vote of a majority thereof, may elect a successor to hold office for the unexpired portion of the term of the Director whose place is vacant until the election and qualification of his successor.
Section 5. Removal. No Director may be removed except: (i) upon the affirmative vote of the holders of not less than an eighty percent majority of the voting power of Shareholders qualified to vote at a meeting for the election of Directors or (ii) by the affirmative vote of eighty percent of the then current members of the Board of Directors, excluding the Director the subject of the
removal action, upon the determination by such Directors that the Director the subject of the removal action, is not legally qualified to serve as a Director.
Section 6. Retirement. Upon the attainment of age 75, a Director shall no longer be eligible for election to the Board of Directors but shall be eligible to complete the term for which such Director was elected.
ARTICLE IV
Powers, Meeting, and Compensation of Directors
Section 1. Meetings of the Board. A meeting of the Board of Directors shall be held immediately following the adjournment of each shareholders' meeting at which directors are elected, or within sixty (60) days thereafter, and notice of such meeting need not be given.
The Board of Directors may, by bylaws or resolution, provide for other meetings of the Board.
Special meetings of the Board of Directors may be held at any time upon call of the Chairman of the Board of Directors, President, a Vice President, or any two (2) members of the Board.
Notice of any special meeting of the Board of Directors shall be mailed to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegraph, cable, radio or wireless, or be given personally or by telephone, not later than the day before the day on which the meeting is to be held. Every such notice shall state the time and place of the meeting but need not state the purposes thereof. Notice of any meeting of the Board need not be given to any director, however, if waived by him in writing or by telegraph, cable, radio, wireless, or telephonic communication whether before or after such meeting is held, or if he shall be present at such meeting, and any meeting of the Board shall be a legal meeting without any notice thereof having been given, if all the directors shall be present thereat.
Meetings of the Board shall be held at the office of the Corporation, or at such other place, within or without the State of Ohio, as the Board may determine from time to time and as may be specified in the notice thereof. Meetings of the Board of Directors may also be held by the utilization of simultaneous telephonic communications linking all directors present at such meetings, and all such business conducted via such telephonic communication shall be considered legally enforceable by the Corporation.
Section 2. Quorum. A majority of the Board of Directors serving in such capacity shall constitute a quorum for the transaction of business, provided that whenever less than a quorum is present at the time and place appointed for any meeting of the Board, a majority of those present may adjourn the meeting from time to time, without notice other than by announcement at the meeting, until a quorum shall be present.
Section 3. Action without Meeting. Any action may be authorized or taken without a meeting in a writing or writings signed by all the directors, which writing or writings shall be filed with or entered upon the records of the Corporation.
Section 4. Compensation. The directors shall receive compensation for their services in the amount fixed by resolution of the Board of Directors.
Section 5. Bylaws. For the government of its actions, the Board of Directors may adopt bylaws consistent with the Articles of Incorporation and these Regulations.
ARTICLE V
Committees
Section 1. Committees. The Board of Directors may by resolution provide such standing or special committees as it deems desirable, and discontinue the same at its pleasure. Each such committee shall have such
powers and perform such duties, not inconsistent with law, as may be delegated to it by the Board of Directors. Vacancies in such committees may be filled by the Board of Directors.
ARTICLE VI
Officers
Section 1. General Provisions. The Board of Directors shall elect a President, such number of Vice Presidents as the Board may from time to time determine, a Secretary and Treasurer, and, in its discretion, a Chairman of the Board of Directors and a Vice Chairman of the Board of Directors. If no such Chairman of the Board is elected by the Board of Directors, the President of the Corporation shall act as presiding officer of the Corporation. The Board of Directors may from time to time create such offices and appoint such other officers, subordinate officers and assistant officers as it may determine. The President and the Chairman of the Board shall be, but the other officers need not be, chosen from among the members of the Board of Directors.
Section 2. Terms of Office. The officers of the Corporation shall hold office at the pleasure of the Board of Directors and, unless sooner removed by the Board of Directors, until the reorganization meeting of the Board of Directors following the date of their election and until their successors are chosen and qualified.
A vacancy in any office, however created, may be filled by the Board of Directors.
ARTICLE VII
Duties of Officers
Section 1. Chairman of the Board. The Chairman of the Board, if one be elected, shall preside at all meetings of the shareholders and Board of Directors and shall have such other powers and duties as may be prescribed by the Board of Directors or by law.
Section 2. Vice Chairman of the Board. The Vice Chairman of the Board, if one be elected, shall preside at all meetings of the shareholders and the Board of Directors, in the absence of the Chairman of the Board. The Vice Chairman shall have such powers and duties as may be prescribed by the Board of Directors, or prescribed by the Chairman of the Board, or by law.
Section 3. President. The President shall be the chief executive officer of the Corporation and shall exercise supervision over the business of the Corporation and over its several officers, subject, however, to the control of the Board of Directors. In the absence of or if a Chairman of the Board shall not have been elected or a Vice Chairman shall not have been elected, the President shall preside at meetings of the shareholders and Board of Directors. He shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, contracts, notes and other instruments requiring his signature; and shall have all the powers and duties prescribed by law and such others as the Board of Directors may from time to time assign to him.
Section 4. Vice President. The Vice Presidents shall perform such duties as are conferred upon them by these regulations or as may from time to time be assigned to them by the Board of Directors, the Chairman of the Board or the President. At the request of the President, or in his absence or disability, the Vice President, designated by the President (or in the absence of such designation, the Vice President designated by the Board), shall perform all the duties of the President, and when so acting, shall have all the powers of the
President. The authority of Vice Presidents to sign in the name of the Corporation all certificates for shares and authorized deeds, mortgages, bonds, contracts, notes and other instruments, shall be coordinated with like authority of the President. Any one or more of the Vice President may be designated as an `Executive Vice President" or a "Senior Vice President."
Section 5. The Secretary. The Secretary shall issue notices of all meetings for which notice shall be required to be given, shall keep the minutes of all meetings, shall have charge of the corporate seal, if any, and corporate record books, shall cause to be prepared for each meeting of shareholders the list of shareholders entitled to vote thereat, and shall have such other duties and powers as may be assigned to or vested in him by the Board of Directors, the Executive Committee or the President.
Section 6. The Treasurer. The Treasurer shall have the custody of all moneys and securities of the Corporation and shall keep adequate and correct accounts of the Corporation's business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital and shares. The funds of the Corporation shall be deposited in the name of the Corporation by the Treasurer in such depositaries as the Board of Directors may from time to time designate. The Treasurer shall have such other duties and powers as may be assigned to or vested in him by the Board of Directors, the Executive Committee or the President.
Section 7. Assistant and Subordinate Officers. The Board of Directors may appoint such assistant and subordinate officers as it may deem desirable. Each such officer shall hold office during the pleasure of the Board of Directors, and perform such duties as the Board of Directors may prescribe.
The Board of Directors may, from time to time, authorize any officers to appoint and remove assistant and subordinate officers, to prescribe their authority and duties, and to fix their compensation.
Section 8. Duties of Officers May Be Delegated. In the absence of any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other officer, or to any director.
ARTICLE VIII
Certificates for Shares
Section 1. Form and Execution. Certificates for shares shall be issued to each shareholder in such form as shall be approved by the Board of Directors. Such certificates shall be signed by the Chairman of the Board of Directors or the President or a Vice President and by the Secretary of the Corporation, which certificates shall certify the number and class of shares held by the shareholder in the Corporation, but no certificates for shares shall be delivered until such shares are fully paid. When such a certificate is countersigned by an incorporated transfer agent or registrar, the signature of any of said officers of the Corporation may be a facsimile, or engraved, stamped or printed. Although any officer of the Corporation whose manual or facsimile signature is affixed to a share certificate shall cease to be such officer before the certificate is delivered, such certificate, nevertheless, shall be effective in all respects when delivered.
Such certificate for shares shall be transferable in person or by attorney, but, except as hereinafter provided in the case of lost, mutilated or destroyed certificates, no transfers of shares shall be entered upon the records of the Corporation until the previous certificates, if any, given for the same shall have been surrendered and canceled.
Section 2. Lost, Mutilated or Destroyed Certificates. If any certificate for shares is lost, mutilated or destroyed, the Board of Directors may authorize the issuance of a new certificate in place thereof, upon such terms and conditions as it may deem advisable. The Board of Directors in its discretion may refuse to issue such new certificates until the Corporation has been indemnified by a final order or decree of a court of competent jurisdiction.
ARTICLE IX
Fiscal Year
The fiscal year of the Corporation shall end on the 31st day of December in each year, or on such other day as may be fixed from time to time by the Board of Directors.
ARTICLE X
Amendments
These Regulations may be amended or repealed at any meeting of shareholders called for that purpose by the affirmative vote of the holders of record of shares entitling them to exercise a majority of the voting power on such proposal or, without a meeting, by the written consent of the holders of record of shares entitling them to exercise two-thirds (2/3) of the voting power on such proposal.
CSB Bancorp, Inc.
Date: February 11, 1992
EXHIBIT 11
CSB BANCORP, INC.
EXHIBIT 11
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
43.
EXHIBIT 31.1
CSB BANCORP, INC.
EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) Certification
President and Chief Executive Officer
I, John J. Limbert, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of CSB Bancorp, Inc.; | |||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||
b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||
c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
44.
CSB BANCORP, INC.
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | |||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 6, 2004
|
/s/ John J. Limbert | |
|
|
|
|
John J. Limbert | |
|
President and | |
|
Chief Executive Officer |
45.
EXHIBIT 31.2
CSB BANCORP, INC.
EXHIBIT 31.2
Rule 13a-14(a)/15d-14(a) Certification
Senior Vice President and Chief Financial Officer
I, A. Lee Miller, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of CSB Bancorp, Inc.; | |||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||
b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||
c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
46.
CSB BANCORP, INC.
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial data; and | |||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 6, 2004
|
/s/ A. Lee Miller | |
|
|
|
|
A. Lee Miller | |
|
Senior Vice President and | |
|
Chief Financial Officer |
47.
EXHIBIT 32.1
CSB BANCORP, INC.
EXHIBIT 32.1
SECTION 1350 CERTIFICATION
In connection with the quarterly report of CSB Bancorp, Inc. (the Company) on
Form 10-Q for the six-month period ended June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, John
J. Limbert, President and Chief Executive Officer, certify, pursuant to 18
U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:
/s/ John J. Limbert
*This certification is being furnished as required by Rule 13a-14(b) under the
Securities Exchange Act of 1934 (the Exchange Act) and Section 1350 of
Chapter 63 of Title 18 of the United States Code, and shall not be deemed
filed for purposes of Section 18 of the Exchange Act or otherwise subject to
the liability of that section. This certification shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933 or
the Exchange Act, except as otherwise stated in such filing.
48.
(1)
The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
President and
Chief Executive Officer
EXHIBIT 32.2
CSB BANCORP, INC.
EXHIBIT 32.2
SECTION 1350 CERTIFICATION
/s/ A. Lee Miller
*This certification is being furnished as required by Rule 13a-14(b) under the
Securities Exchange Act of 1934 (the Exchange Act) and Section 1350 of
Chapter 63 of Title 18 of the United States Code, and shall not be deemed
filed for purposes of Section 18 of the Exchange Act or otherwise subject to
the liability of that section. This certification shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933 or
the Exchange Act, except as otherwise stated in such filing.
49.
In connection with the quarterly report of CSB Bancorp, Inc. (the Company) on
Form 10-Q for the six-month period ended June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, A. Lee
Miller, Senior Vice President and Chief Financial Officer, certify, pursuant to
18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)
The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Senior Vice President and
Chief Financial Officer