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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): February 20, 2007
TrustCo Bank Corp NY
(Exact name of registrant as specified in its charter)
NEW YORK 0-10592 14-1630287
State or Other Jurisdiction of Commission File No. I.R.S. Employer
Incorporation or Organization Identification Number
5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302
(Address of principal executive offices)
(518) 377-3311
(Registrant's Telephone Number,
Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
(17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
(17 CFR 240.13e-4(c))
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TrustCo Bank Corp NY
Item 5.03 Amendment To Bylaws
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On February 20, 2007, TrustCo's Board of Directors adopted
changes to the company's bylaws to provide for more detailed and
comprehensive procedures to address the circumstances under which
an officer or director of TrustCo may seek indemnification and
under which the board or other persons, including TrustCo's
shareholders, may authorize idemnification payments. Attached is
a copy of the amended and restated bylaws labeled as
Exhibit 99(a).
Item 8.01. Other Events
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A press release was issued on February 20, 2007 declaring a
quarterly cash dividend of $0.16 per share, payable April 2,
2007, to the shareholders of record at the close of business on
March 2, 2007. Attached is a copy of the press release labeled as
Exhibit 99(b).
Item 9.01. Financial Statements and Exhibits
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(c) Exhibits
Reg S-K Exhibit No. Description
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99(a) Amended and restated bylaws of TrustCo
Bank Corp NY.
99(b) Press release dated February 20, 2007,
declaring a quarterly cash dividend of
$0.16 per share, payable April 2, 2007,
to the shareholders of record at the
close of business on March 2, 2007.
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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.
Dated: February 20, 2007
TrustCo Bank Corp NY
(Registrant)
By:/s/ Robert T. Cushing
----------------------------
Robert T. Cushing
Executive Vice President and
Chief Financial Officer
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Exhibits Index
The following exhibits are filed herewith:
Reg S-K Exhibit No. Description Page
------------------ ------------------------------ --------
99(a) Amended and restated bylaws of TrustCo 5-15
Bank Corp NY.
99(b) Press release dated February 20, 2007, 16
declaring a quarterly cash dividend of
$0.16 per share, payable April 2, 2007
to the shareholders of record at the close of
business on March 2, 2007.
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TRUSTCO
Bank Corp NY Exhibit 99(a)
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AMENDED AND RESTATED BYLAWS OF
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TRUSTCO BANK CORP NY
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(a New York State Corporation)
(February 20, 2007)
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ARTICLE 1
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DEFINITIONS
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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.
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ARTICLE 2
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SHAREHOLDERS
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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.
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ARTICLE 3
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DIRECTORS
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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. A Director attaining 75 years of age
shall cease to be a Director and that office shall be vacant.
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.
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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
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COMMITTEES
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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
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OFFICERS
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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.
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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
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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
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SHARES
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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.
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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
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EMERGENCIES
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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.
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ARTICLE 9
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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
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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
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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
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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
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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
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equity, criminal, administrative investigative or otherwise, or whether formal
or informal, and including an action byor 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
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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
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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.
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I, Thomas M. 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
February 20, 2007
----------------------------
Date
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TRUSTCO Exhibit 99(b)
Bank Corp NY News Release
-------------------------------------------------------------------------------
5 Sarnowski Drive, Glenville, New York, 12302
(518) 377-3311 Fax: (518) 381-3668
Subsidiary: Trustco Bank NASDAQ -- TRST
Contact: Robert M. Leonard
Administrative Vice President
(518) 381-3693
FOR IMMEDIATE RELEASE:
TRUSTCO DECLARES CASH DIVIDEND
Glenville, New York - February 20, 2007 - Today the Board of Directors of
TrustCo Bank Corp NY declared a quarterly cash dividend of $0.16 per share,
payable April 2, 2007, to the shareholders of record at the close of business
on March 2, 2007.
TrustCo is a $3.2 billion bank holding company and through its subsidiary,
Trustco Bank, operates 92 offices in New York, New Jersey, Massachusetts,
Vermont, and Florida. In addition, the Bank operates a full service Trust
Department. The common shares of TrustCo are traded on the Nasdaq Global Select
Market under the symbol TRST.
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