AMENDED AND RESTATED BYLAWS
OF
TRUSTCO BANK CORP
NY
(a New
York State Corporation)
(September
16, 2008)
_____________________________________________________
ARTICLE
1
DEFINITIONS
As used
in these Bylaws, unless the context otherwise requires, the term:
1.1 "Board"
means the Board of Directors of the Corporation.
1.2 "Business
Corporation Law" means the Business Corporation Law of the State of New York, as
amended from time to time.
1.3 "Bylaws"
means the initial Bylaws of the Corporation, as amended from time to
time.
1.4 "Certificate
of Incorporation" means the initial certificate of incorporation of the
Corporation, as amended, supplemented or restated from time to
time.
1.5. "Corporation"
means TrustCo Bank Corp NY.
1.6 "Directors"
means directors of the Corporation.
1.7 "Entire
Board" means the total number of directors which the Corporation would have if
there were no vacancies.
1.8 "Chief
Executive Officer" means the Chief Executive Officer of the
corporation.
1.9 "Chairman"
means chairman of the Board of the Corporation.
1.10
"President" means the President of the Corporation.
1.11
"Secretary" means the Secretary of the Corporation.
1.12
"Vice President" means the Vice President of the Corporation.
ARTICLE
2
SHAREHOLDERS
2.1
PLACE OF
MEETINGS.
Every meeting of shareholders shall be held at such
place within or without the State of New York as shall be designated by the
Board of Directors in the notice of such meeting or in the waiver of notice
thereof.
2.2
ANNUAL
MEETING.
A meeting of shareholders shall be held annually for
the election of Directors and the transaction of other business at such hour and
on such business day as may be determined by the Board. Written
notice of such meeting, stating the place, date and hour thereof, shall be
given, personally or by mail, not less than ten nor more than sixty days before
the date of such meeting, to each shareholder certified to vote at such
meeting.
2.3
SPECIAL
MEETINGS.
A special meeting of shareholders, other than those regulated
by statute, may be called at any time by the Board, the Chairman or by the Chief
Executive Officer. It shall also be the duty of the Chief Executive
Officer to call such a meeting whenever requested in writing so to do by
shareholders owning two thirds of the issued and outstanding share entitled to
vote at such a meeting. Written notice of such meeting, stating the
place, date, hour and purpose thereof, and indicating that it is being given by
the person or persons calling such meeting, shall be given, personally or by
mail, not less than ten nor more than sixty days before the date of such
meeting, to each shareholder certified to vote at such meeting.
2.4
QUORUM
AND VOTING REQUIREMENTS; ADJOURNMENT.
Except with respect to a
special meeting for the election of Directors as required by law, or as
otherwise provided in these Bylaws, (a) the holders of at least a majority of
the outstanding shares of the Corporation shall be present in person or by proxy
at any meeting of the shareholders in order to constitute a quorum for the
transaction of any business, and (b) the votes of the holders of at least a
majority of the outstanding shares of the Corporation shall be necessary at any
meeting of shareholders for the transaction of any business or specified item of
business, other than the changing, amending or repealing of any provision of the
Certificate of Incorporation or Bylaws which shall require the affirmative vote
of two-thirds of the Corporation's voting stock; provided, however, that when a
specified item of business is required to be voted on by a class or series (if
the Corporation shall then have outstanding shares or more than one class or
series), voting as a class, the holders of a majority of the shares of such
class or series shall constitute a quorum (as to such class or series) for the
transaction of such item of business. The holders of a majority of
shares present in person or represented by proxy at any meeting of shareholders,
including an adjourned meeting, whether or not a quorum is present, may adjourn
such meeting to another time and place.
2.5
INSPECTORS
AT MEETINGS.
Two or more inspectors shall be appointed by the Board prior
to each Annual Meeting of Shareholders, to serve at the meeting or any
adjournment thereof. In case any person appointed fails to appear or
act, the vacancy may be filled by appointment made by the Board in advance of
the meeting or at the meeting by the person presiding thereat.
2.6
ORGANIZATION.
The Board shall designate either the Chairman of the Board of Directors or the
Chief Executive Officer to act as chairman of every meeting of shareholders.
Notwithstanding such designation, in the absence of the Chairman from the
meeting, the Chief Executive Officer shall act as chairman of the meeting, and
in the absence of the Chief Executive Officer, the Chairman shall act as
chairman of the meeting. In the absence of both the Chairman and the Chief
Executive Officer, the chairman of the meeting shall be an officer of the
Corporation designated by the Board. The Secretary, or in his absence, one of
the Vice Presidents not acting as chairman of the meeting, shall act as
secretary of the meeting. In case none of the officers above designated to act
as chairman or secretary of the meeting, respectively, shall be present, a
chairman or a secretary of the meeting, as the case may be, shall be chosen by a
majority of the votes cast at such meeting by the holders of shares present in
person, or represented by proxy and entitled to vote at the
meeting.
2.7
ORDER OF
BUSINESS.
The order of business at all meetings of
shareholders shall be as determined by the Chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority of the votes cast at such meeting by the holders of
shares present in person or represented by proxy and entitled to vote at the
meeting.
ARTICLE
3
DIRECTORS
3.1
BOARD OF
DIRECTORS.
Except as otherwise provided in the Certificate of
Incorporation, the affairs of the Corporation shall be managed and its corporate
powers exercised by its Board. In addition to the powers expressly
conferred by the Bylaws, the Board may exercise all powers and perform all acts
which are not required, by the Bylaws or the Certificate of Incorporation or by
law, to be exercised and performed by the shareholders.
3.2
NUMBER;
QUALIFICATION; TERM OF OFFICE.
Subject to Section 702(b) of
the Business Corporation Law, the number of Directors constituting the Entire
Board may be changed from time to time by action of the shareholders or the
Board, provided that such number shall not be less than five or more than
fifteen. The Directors shall be divided into three classes as nearly
equal in number as may be, one class to be elected each year for a term of three
years and until their successors are elected and qualified.
3.3
ELECTION.
Directors
shall be elected by the affirmative vote of the holders of a majority of the
Company's outstanding voting stock.
3.4
CHAIRMAN
OF THE BOARD OF DIRECTORS.
The Board shall designate one of their number
as the Chairman. The Chairman shall, if present, preside at all
meetings of the Board and may perform such other duties as from time to time may
be assigned him by the Board. The Chairman shall be a member of such
committees as the Board may from time to time determine.
3.5
NEWLY
CREATED DIRECTORSHIP AND VACANCIES.
Newly created
directorships resulting from an increase in the number of Directors and
vacancies occurring in the Board for any reason, may be filled by vote of a
majority of the Directors then in office, although less than a quorum, at any
meeting. Directors elected by the Board shall hold office until the
next meeting of shareholders at which the election of directors is in the
regular order of business, and until their successors have been elected and
qualified.
3.6
RULES AND
REGULATIONS.
The Board of Directors may adopt such Rules and
Regulations for the conduct of its meetings and the management of the affairs of
the Company as it may deem proper, not inconsistent with the laws of the State
of New York, or these Bylaws.
3.7
REGULAR
MEETINGS.
Regular meetings of the Board shall be held on the
third Tuesday of February, May, August and November, unless otherwise specified
by the Board, and may be held at such times and places as may be fixed from time
to time by the Board, and may be held without notice.
3.8
SPECIAL
MEETINGS.
Special meetings of the Board shall be held whenever
called by the Chairman, and a special meeting shall be called by the Chief
Executive Officer or the Secretary at the written request of any seven
Directors. Notice of the time and place of each special meeting of
the Board shall, if mailed, be addressed to each Director at the address
designated by him for that purpose or, if none is designated, at his last known
address at least three days before the date on which the meeting is to be held;
or such notice shall be sent to each Director at such address by telegraph, or
similar means of communication, or be delivered to him personally, not later
than the day before the date on which such meeting is to be held.
3.9
WAIVERS
OF NOTICE.
Anything in these Bylaws or in any resolution
adopted by the Board to the contrary notwithstanding, notice of any meeting of
the Board need not be given to any Director who submits a signed waiver of such
notice, whether before or after such meeting, or who attends such meeting
without protesting, prior thereto or at its commencement, the lack of notice to
him.
3.10
ORGANIZATION.
At
each meeting of the Board, the Chairman of the Board or in the absence of the
Chairman of the Board, a Chairman chosen by the majority of the Directors
present, shall preside. The Secretary, or in the absence of the
Secretary, a Vice President, shall act as Secretary at each meeting of the
Board.
3.11
QUORUM
AND VOTING.
A majority of the Entire Board shall constitute a
quorum for the transaction of business or of any specified item of
business at any meeting of the Board. The affirmative vote
of a majority of the Entire Board shall be necessary for the
transaction of any business or specified item of business at any meeting of the
Board, except that the affirmative vote of two-thirds of the Entire Board shall
be necessary to change, amend or repeal any provision of the Certificate of
Incorporation or Bylaws.
3.12
WRITTEN
CONSENT OF DIRECTORS WITHOUT A MEETING.
Any action required or
permitted to be taken by the Board may be taken without a meeting if all members
of the Board consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents thereto by the
members of the Board shall be filed with the minutes of the proceedings of the
Board.
3.13
PARTICIPATION
IN MEETING OF BOARD BY MEANS OF CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS
EQUIPMENT.
Any one or more members of the Board may
participate in a meeting of the Board by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such
means shall constitute presence in person at a meeting.
3.14
NOMINATIONS.
Nominations
for Directors, other than those made by or on behalf of the existing management
of the Corporation, shall be made in writing and shall be delivered or mailed to
the Board not less than (14) days nor more than fifty (50) days prior to any
meeting of shareholders called for the election of Directors, provided, however,
that if less than twenty-one (21) days notice of the meeting is given to
shareholders, such nominations shall be mailed or delivered to the Board not
later than the close of business on the seventh (7th) day following the day on
which the notice of meeting was mailed.
ARTICLE
4
COMMITTEES
4.1 [Reserved]
4.2
OTHER
COMMITTEES.
The Board, by resolution adopted by a majority of
the Entire Board, may designate from among its members such other standing or
special committees as may seem necessary or desirable from time to
time.
ARTICLE
5
OFFICERS
5.1
OFFICERS.
The
Board shall elect or appoint a Chairman and shall elect or appoint a President,
either of which it shall designate the Chief Executive Officer. If so
elected or appointed by the Board, the Chairman may be the Chief Executive
Officer or President of the Corporation; in the absence of such an election or
appointment, however, the Chairman shall not be authorized to act in the
capacity of an officer of the Corporation except as expressly authorized by the
Board. The Board shall also elect or appoint one or more Vice Presidents and a
Secretary, and such other officers as it may from time to time
determine. All officers shall hold their offices, respectively, at
the pleasure of the Board. The Board may require any and all
officers, clerks and employees to give a bond or other security for the faithful
performance of their duties, in such amount and with such sureties as the Board
may determine.
5.2
CHIEF
EXECUTIVE OFFICER
. The Chief Executive Officer of the Corporation shall
have general supervision over the business of the Corporation, subject, however,
to the control of the Board and of any duly authorized committee of
Directors. The Chief Executive Officer shall preside, in the absence
of the Chairman, at meetings of the Board. The Chief Executive
Officer shall supervise the carrying out of policies adopted or approved by the
Board. He may, with the Secretary or any other officer of the
Corporation, sign certificates for shares of the Corporation. He may
sign and execute, in the name of the Corporation, deeds, mortgages, bonds,
contracts and other instruments, subject to any restrictions imposed by the
Bylaws, Board or applicable laws, and, in general, he shall perform all duties
incident to the office of the Chief Executive Officer and such other duties as
from time to time may be assigned to him by the Board.
5.3
CHAIRMAN
AND PRESIDENT
. Either the Chairman or the President shall be
designated the Chief Executive Officer of the Corporation. The
President, if not so designated, shall perform such duties as from time to time
may be assigned to him by the Board or by the Chief Executive
Officer. The Chairman, if not designated the Chief Executive Officer,
shall perform such duties as from time to time may be assigned to him by the
Board, but not by the Chief Executive Officer.
5.4
OTHER
OFFICERS
. All the other officers of the Corporation shall
perform all duties incident to their respective offices, subject to the
supervision and direction of the Board and the Chief Executive Officer, and
shall perform such other duties as may from time to time be assigned them by the
Board or by the Chief Executive Officer. The President and any Vice
President may also, with the Secretary, sign and execute, in the name of the
Corporation, deeds, mortgages, bonds, contracts and other instruments, subject
to any restrictions imposed by the Bylaws, Board or applicable
laws.
ARTICLE
6
CONTRACTS, LOANS,
ETC
6.1
EXECUTION
OF CONTRACTS.
The Board may authorize any officer, employee or
agent, in the name and on behalf of the Corporation, to enter into any contract
or execute and satisfy any instrument, and any such authority may be general or
confined to specific instances, or otherwise limited.
6.2
LOANS.
The
Chief Executive Officer or any other officer, employee or agent authorized by
the Board may effect loans and advances at any time for the Corporation from any
bank, trust company or other institution or from any firm, corporation or
individual, and for such loans and advances may make, execute and deliver
promissory notes, bonds or other certificates or evidences of indebtedness of
the Corporation, and when authorized so to do may pledge and hypothecate or
transfer any securities or other property of the Corporation as security for any
such loans or advances.
6.3
SIGNATURE
AUTHORITY.
The Chief Executive Officer shall from time to time
authorize the appropriate officers and employees of the Corporation who are to
sign, execute, acknowledge, verify and deliver or accept all agreements,
conveyances, transfers, obligations, authentications, certificates and other
documents and instruments and to affix the seal of the Corporation to any such
document or instrument and to cause the same to be attested by the Secretary or
Assistant Secretary.
ARTICLE
7
SHARES
7.1
STOCK
CERTIFICATES.
Certificates representing shares of the
Corporation, in such form as shall be determined from time to time by the Board,
shall be signed by the Chief Executive Officer, the President, or any Vice
President and the Secretary, and may be sealed with the seal of the Corporation
or a facsimile thereof.
7.2
TRANSFER
OF SHARES.
Transfers of shares shall be made only on the book
of the Corporation by the holder thereof or by his duly authorized attorney or a
transfer agent of the Corporation, and on surrender of the certificate or
certificates representing such shares properly endorsed for transfer and upon
payment of all necessary transfer taxes. Every certificate exchanged,
returned or surrendered to the Corporation shall be marked "Canceled",
with the date of cancellation, by the Secretary or the transfer agent
of the Corporation. A person in whose name shares shall stand on the
books of the Corporation shall be deemed the owner thereof to receive dividends,
to vote as such owner and for all other purposes as respects the
Corporation. No transfer of shares shall be valid as against the
Corporation, its shareholders and creditors for any purpose, except to render
the transferee liable for the debts of the Corporation to the extent provided by
law, until such transfer shall have been entered on the books of the Corporation
by an entry showing from and to whom transferred.
7.3
CLOSING
OF TRANSFER BOOKS.
The Board may prescribe a period prior to
any shareholders' meeting or prior to the payment of any dividend, not exceeding
sixty days, during which no transfer of stock on the books of the Corporation
may be made and may fix a day as provided by the Business Corporation Law as of
which shareholders entitled to notice and to vote at such meeting shall be
determined.
7.4
TRANSFER
AND REGISTRY AGENTS.
The Corporation may from time to time
maintain one or more transfer offices or agents and registry officer or agents
at such place or places as may be determined from time to time by the
Board.
7.5
LOST,
DESTROYED, STOLEN AND MUTILATED CERTIFICATES.
If the holder of
any shares shall notify the Corporation of any loss, destruction, theft or
mutilation of the certificate or certificates representing such shares, the
Corporation may issue a new certificate or certificates to replace the old, upon
such conditions as may be specified by the Board consistent with applicable
laws.
ARTICLE
8
EMERGENCIES
8.1
OPERATION
DURING EMERGENCY.
In the event of a state of emergency
declared by the President of the United States or the person performing his
functions or by the Governor of the State of New York or by the person
performing his functions, the officers and employees of the Corporation shall
continue to conduct the affairs of the Corporation under such guidance from the
Directors as may be available except as to matters which by statute require
specific approval of the Board of Directors and subject to conformance with any
governmental directives during the emergency.
8.2
OFFICERS
PRO TEMPORE DURING EMERGENCY.
The Board of Directors shall
have power, in the absence or disability of any officer, or upon the refusal of
any officer to act, to delegate and prescribe such officer's powers and duties
to any other officer for the time being.
8.3
DISASTER.
In
the event of a state of emergency resulting from disaster of sufficient severity
to prevent the conduct and management of the affairs and business of the
Corporation by the Directors and officers as contemplated by these Bylaws, any
three or more available members of the Board of Directors shall be responsible
for the full conduct and management of the affairs and business of the
Corporation, notwithstanding any other provision of these Bylaws, and such
directors shall further be empowered to exercise all powers reserved to any and
all committees of the Board established pursuant to Article 4 of these Bylaws,
until such time as the incumbent Board or a reconstituted Board is capable of
assuming full conduct and management of such affairs and business.
ARTICLE
9
SEAL
9.1
SEAL.
The
Board may adopt a corporate seal which shall be in the form of a circle and
shall bear the full name of the Corporation and the year and State of its
incorporation.
ARTICLE
10
FISCAL
YEAR
10.1
FISCAL
YEAR.
The fiscal year of the Corporation shall be determined,
and may be changed, by resolution of the Board.
ARTICLE
11
VOTING OF SHARES
HELD
11.1
VOTING OF
SHARES HELD BY THE CORPORATION.
Unless otherwise
provided by resolution of the Board and excepting the shares of any subsidiary
company of the Corporation which are to be voted in accordance with the
resolution of the Board, the Chief Executive Officer may from time to time
appoint one or more attorneys or agents of the Corporation, in the name and on
behalf of the Corporation, to cast the votes which the Corporation may be
entitled to cast as a shareholder or otherwise in any other corporation, any of
whose shares or securities may be held by the Corporation, at meetings of the
holders of the shares or other securities of such other corporation and to
consent in writing to any action by any such other corporation, and may instruct
the person or persons so appointed as to the manner of casting such votes or
giving such consent, and may execute or cause to be
executed on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies, consents, waivers or other instruments as he
may deem necessary or proper in the premises; or the Chief Executive Officer may
himself attend any meeting of the holders of the shares or other securities of
any such other corporation and thereat vote or exercise any or all other powers
of the Corporation as the holder of such shares or other securities of such
other corporation.
ARTICLE
12
AMENDMENTS TO
BYLAWS
12.1
AMENDMENTS.
The
Bylaws or any of them may be altered, amended, supplemented or repealed, or new
Bylaws may be adopted by a vote of the holders of at least two-thirds of the
shares entitled to vote at any regular or special meeting of shareholders, or by
a vote of at least two- thirds of the Entire Board of Directors at any regular
or special meeting thereof, provided notice of such proposed changes has been
set forth in the notice of meeting of shareholders or Directors.
ARTICLE
13
INDEMNIFICATION OF DIRECTORS
AND OFFICERS
Section
13.1.
Indemnification
(a) The
Corporation shall indemnify to the fullest extent now or hereafter provided for
or permitted by law each person involved in, or made or threatened to be made a
party to, any action, suit, claim or proceeding, arbitration, alternative
dispute resolution mechanism, investigation, administrative or legislative
hearing or any other actual, threatened, pending or completed proceeding,
whether civil, at law, in equity, criminal, administrative investigative or
otherwise, or whether formal or informal, and including an action by or in the
right of the Corporation or any other corporation, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, whether profit or
non-profit (any such entity, other than the Corporation, being hereinafter
referred to as an “Enterprise”) and including appeals therein (any such process
being referred to as a “Proceeding”), by reason of the fact that such person (i)
is or was a director or officer of the Corporation, or (ii) while serving as a
director or officer of the Corporation, is or was serving, at the request of the
Corporation, as director, officer or in any other capacity, any other
Enterprise, including attorney’s fees, actually and reasonably incurred as a
result of or in connection with any Proceeding, or any appeal therein, except as
provided in Section 13.1(b) and Section 13.4 herein.
(b) No indemnification shall
be made to or on behalf of any such person if a judgment or other final
adjudication adverse to such person establishes that (i) such person’s acts were
committed in bad faith; (ii) were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated; (iii) that such person
gained in fact in a financial profit or other advantage to which such person was
not legally entitled; or (iv) in the event of criminal charges, that the person
had reason to believe that such conduct was unlawful. In addition, no
indemnification shall be made with respect to any Proceeding initiated by any
such person against the Corporation, or a director or officer of the
Corporation, other than to enforce the terms of this Article 13, unless such
Proceeding was authorized by the board of directors. Further, no
indemnification shall be made with respect to any settlement or compromise of
any Proceeding unless and until the Corporation has consented to such settlement
or compromise, which consent shall not be unreasonably withheld.
(c) A person who has been
successful, on the merits or otherwise, in the defense of a Proceeding shall be
entitled to indemnification as authorized in this Article. Except as
provided in the preceding sentence and unless ordered by a court,
indemnification under this bylaw shall be made by the Corporation if, and only
if, authorized in the specific case:
(1) By
the board of directors acting by a quorum consisting of directors who are not
parties to such Proceeding upon a finding that the conduct of the director or
officer was not such that indemnification would be prohibited pursuant to
Section 13.1(b), or
(2) If
such a quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs
(A) By
the board upon the opinion in writing of independent legal counsel that
indemnification is proper in the circumstances because the conduct of the
director or officer was not such that indemnification would be prohibited
pursuant to Section 13.1(b), or
(B) By
the shareholders upon a finding that the conduct of the director or officer was
not such that indemnification would be prohibited pursuant to Section
13.1(b).
(d) Persons covered under
Section 13.1(a) shall be entitled to indemnification for any part of any
Proceeding for which it is found that the conduct of the director or officer was
not such that indemnification would be prohibited pursuant to Section 13.1(b).
In making any determination regarding any person’s entitlement to
indemnification, each charge, claim, or issue shall be reviewed individually
under Section 13.1(c) herein.
(e) Written notice of any
Proceeding for which indemnification may be sought by any person shall be given
to the Corporation as soon as practicable. The Corporation shall then
be permitted to participate in the defense of any such proceeding or, unless
conflicts of interest or position exist between such person and the Corporation
in the conduct of such defense, to assume such defense. In the even
that the Corporation assumes the defense of any such Proceeding, legal counsel
selected by the Corporation shall be acceptable to such person. After
such an assumption, the Corporation shall be liable to such person for any legal
or other expenses subsequently incurred only to the extent that independent
counsel is retained on behalf of such person to provide advice regarding
conflicts of interest and to monitor such Proceeding to the extent necessary to
allow such independent counsel to assume such person’s defense in the Proceeding
in the event that a subsequent conflict of interest makes further conduct of the
defense by the Corporation impracticable. The Corporation shall not
be liable for any additional legal or other expenses incurred subsequent to the
Corporation’s assumption of a defense, other than those specifically excepted in
the previous sentence, unless expressly authorized by the
Corporation. In the event that the Corporation participates in the
defense of any such Proceeding and such person selects counsel to represent such
person in regard to such a Proceeding; such person shall cooperate in good faith
with any request that common counsel be utilized by the parties to any
Proceeding who are similarly situated, unless to do so would be inappropriate
due to actual or potential differing interests between or among such
parties.
(f) In making any
determination regarding any person’s entitlement to indemnification hereunder,
it shall be presumed that such person is entitled to indemnification, and the
Corporation shall have the burden of proving the contrary.
Section
13.2
Advancement of
Expenses
Except in the case of a Proceeding against a director
or officer specifically approved by the board of directors or as provided in
Section 13.4, the Corporation shall, subject to Section 13.1 above, advance or
promptly reimburse payment for expenses actually and reasonably incurred by or
on behalf of a director or officer in defending any Proceeding in advance of the
final disposition of such Proceeding. Such payments shall be made
promptly upon receipt by the Corporation, from time to time, of a written demand
of such person for such advancement, together with an undertaking by or on
behalf of such person to repay any expenses so advanced to the extent that the
person receiving the advancement is ultimately found not to be entitled to
indemnification for part or all of such expenses or, where indemnification is
granted, to the extent such advances exceed the indemnification to which he is
entitled.
Section
13.3
Rights Not
Exclusive
The rights to indemnification and advancement of
expenses granted by or pursuant to this Article 13: (i) shall not limit or
exclude, but shall be in addition to, any other rights which may be granted by
or pursuant to any statute, corporation charter, bylaw, resolution of
shareholders or directors or agreement; (ii) shall be deemed to constitute
contractual obligations of the Corporation to any director or officer who serves
in a capacity referred to in Section 13.1 at any time during which this Article
13 is in effect; (iii) shall continue to exist after the repeal or modification
of this Article 13 with respect to events occurring prior thereto; and (iv)
shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the estate, spouse, heirs, executors,
administrators or assigns of such person. It is the intent of the
Corporation through this Article 13 to require the Corporation to indemnify the
persons referred to herein for the aforementioned judgments, fines, penalties,
amounts paid in settlement, and expenses, including attorney’s fees, in each and
every circumstance in which such indemnification could lawfully be permitted by
express provisions of bylaws, and the indemnification required by the Article 13
shall not be limited by the absence of an express recital of such
circumstances. It is expressly recognized hereby that all directors
or officers of the Corporation by serving as such after the adoption of this
bylaw, are acting in reliance hereon and that the Corporation is estopped to
contend otherwise. This Article shall be binding on any successor to
the Corporation, including any corporation or other entity which acquires all or
substantially all of the Corporation’s assets in one or more
transactions.
Section
13.4
Regulatory Enforcement
Actions.
Except as otherwise permitted by 12 U.S.C. Section
1828(k) (or any successor provision thereto) and the regulations promulgated
thereunder, the Corporation shall not indemnify directors, officers or employees
against expenses, penalties or other payments incurred in an administrative
proceeding or action instituted by an appropriate bank regulatory agency which
proceeding or action results in a final order assessing civil money penalties or
requiring affirmative action by an individual or individuals in the form of
payments to the Corporation. The Corporation shall not advance
expenses pursuant to Section 13.2 in connection with any administrative
proceeding by a federal bank regulatory agency that could result in an order
assessing penalties or requiring payments to the Corporation, unless any and all
conditions to such advancement in effect at the time of such advancement
pursuant to applicable federal banking law and regulations, including the
interpretations thereof by the appropriate federal bank regulatory agency, have
been satisfied. Except as otherwise permitted by 12 U.S.C. Section
1828(k) (or any successor provision thereto) and the regulations promulgated
thereunder Any insurance provided pursuant to Section 13.6 herein shall not
cover directors, officers or employees against expenses, penalties or other
payments incurred in an administrative proceeding or action instituted by an
appropriate bank regulatory agency which proceeding or action results in a final
order assessing civil money penalties against any such director, officer or
employee.
Section
13.5
Authorization of
Contracts
The Corporation may, with the approval of the board
of directors, enter into an agreement with any person who is, or is about to
become, a director, officer, employee or agent of the Corporation, or who is
serving, or is about to serve, at the request of the Corporation, as a director,
officer or in any other capacity, any other Enterprise; which agreement may
provide for indemnification of such person and advancement of expenses to such
person upon terms, and the extent, not prohibited by law. The failure
to enter into any such agreement shall not affect or limit the rights of any
such person under this Article 13.
Section
13.6
Insurance
The
Corporation may, but is not required to, purchase and maintain insurance (i) to
indemnify itself against any obligation it incurs as a result of indemnification
of any person, as authorized herein, and (ii) to indemnify any person who is a
director, officer, employee, or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another Enterprise against any liability asserted against such person and
incurred by such person in such capacity or arising out of such status, except
as provided in Section 13.4 herein.
Section
13.7
Severability
If
this Article XI or any part hereof shall be held unenforceable in any respect by
a court of competent jurisdiction, it shall be deemed modified to the minimum
extent necessary to make it enforceable, and the remainder of the Article 13
shall remain fully enforceable.
I, Thomas
Poitras, Secretary of TrustCo Bank Corp NY, Glenville, New York, hereby certify
that the foregoing is a complete, true and correct copy of the Amended and
Restated Bylaws of TrustCo Bank Corp NY, and that the same are in full force and
effect at this date.
/s/ Thomas M.
Poitras
Secretary
September 16,
2008
Date