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EXHIBIT C
BYLAWS OF
GREAT AMERICAN BANK, FSB
Article I.
HOME OFFICE
The home office of the savings bank shall be at 600 B Street, in the County of San Diego, in the State
of California.
Article II.
STOCKHOLDERS
Section 1. Place of Meetings. All annual and special meetings of the stockholders shall be held at
the home office of the savings bank or at such other place in the state in which the principal place of
business of the savings bank is located as the Board of Directors may determine.
Section 2. Annual Meeting. A meeting of the stockholders of the savings bank for the election of
directors and for the transaction or any other business of the savings bank shall be held annually within
120 days after the end of the savings bank's fiscal year on the fourth Tuesday of April, if not a legal
holiday, and if a legal holiday, then on the next day following which is not a Saturday, Sunda y, or a legal
holiday, at 9:00 a.m., or at such other date and time within such 120-day period as the Board of Directors
may determine.
Section 3. Special Meetings. Special meetings of the stockholders for any purpose or purposes,
unless otherwise prescribed by the regulations of the Office of Thrift Supervision (“Office”), may be
called at any time by the Chairman of the Board, the President, or a majority of the Board of Directors,
and shall be called by the Chairman of the Board, the President, or the Secretary upon the written request
of the holders of not less than one-tenth of all the outstanding capital stock of the savings bank entitled to
vote at the meeting. Such written request shall state the purpose or purposes of the mee ting and shall be
delivered to the home office of the savings bank addressed to the Chairman of the Board, t he President, or
the Secretary. Upon receipt of a request in writing that a special meeting of stoc kholders be called for any
proper purpose, directed to the Chairman of the Board, the President, or the Secretary by any person
(other than the Board of Directors) entitled to call a special meeting of stockhol ders, such officer
forthwith shall cause notice to be given to stockholders entitled to vote that a m eeting will be held at a
time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than
sixty (60) days after receipt of the request.
Section 4. Conduct of Meetings. Annual and special meetings shall be conducted in accordance with
these bylaws unless otherwise prescribed by regulations of the Office. The Board of Directors shall
designate, when present, either the Chairman of the Board or the President, to preside at such meetings.
Section 5. Notice of Meetings. Written notice stating the place, day, and hour of the meeting and the
purpose(s) for which the meeting is called shall be delivered not fewer than ten (10) nor more than fifty
(50) days before the date of the meeting, either personally or by mail, by or at the dire ction of the
Chairman of the Board, the President, or the Secretary, or the directors calling the meeting, to each
stockholder of record entitled to vote at such meeting. If mailed, such notice sha ll be deemed to be
delivered when deposited in the mail, addressed to the stockholder at the address as it appears on the
stock transfer books or records of the savings bank as of the record date prescribed in Section 6 of t his
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Article II with postage prepaid. If any notice addressed to the stockholder at the addre ss of such
stockholder appearing on the books of the savings bank is returned to the savings bank by the
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United States Postal Service marked to indicate that the United States Postal Service is unable to deliver
the notice to the stockholder at such address, all future notices shall be deemed t o have been duly given
without further mailing if the same shall be available for the stockholder upon writte n demand of the
stockholder at the principal office of the savings bank for a period of one year from the date of the giving
of the notice to all other stockholders. When any stockholders' meeting, either annual or spe cial, is
adjourned for 30 clays or more, notice of the adjourned meeting shall be given as in the case of an
original meeting. It shall not be necessary to give any notice of the time and place of any meeting
adjourned for less than 30 days or of the business to be transacted at the meeting, other t han an
announcement at the meeting at which such adjournment is taken.
Section 6. Fixing of Record Date. For the purpose of determining stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled t o receive
payment of any dividend, or in order to make a determination of stockholders for any other proper
purpose, the board of directors shall fix in advancc a date as the record date for any such determination of
stockholders. Such date in any case shall be not more than sixty (60) days and, in case of a meeting of
stockholders, not fewer than ten (10) clays prior to the date on which the particular act ion, requiring such
determination of stockholders, is to be taken. When a determination of stockholders entitl ed to vote at any
meeting of stockholders has been made as provided in this section, such determination shall apply to any
adjournment.
Section 7. Voting Lists. At least ten (10) days before each meeting of the stockholders, the officer or
agent having charge of the stock transfer books for shares of the savings bank shall make a compl ete list
of the stockholders entitled to vote at such meeting, or any adjournments thereof, arranged in alphabetical
order, with the address and the number of shares held by each. This list of stockholders shall be ke pt on
file at the home office of the savings bank and shall be subject to inspection by any stockholder at any
time during usual business hours for a period often (10) days prior to such meeting. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject to inspection by any
stockholder during the entire time of the meeting. The original stock transfer book shall c onstitute prima
facie evidence of the stockholders entitled to examine such list or transfer books or t o vote at any meeting
of stockholders.
In lieu of making the stockholder list available for inspection by stockholders as provided i n the
preceding paragraph, the Board of Directors may elect to follow the procedures prescribed in §552.6(d) of
the Office's regulations as now or hereafter in effect.
Section 8. Quorum. A majority of the outstanding shares of the savings bank entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less t han a
majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At, such adjourned meet ing at which a
quorum shall be present or represented, any business may be transacted which might have been t ransacted
at the meeting as originally notified. The stockholders present at a duly organized me eting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to
constitute less than a quorum.
Section 9. Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in
writing by the stockholder or by a duly authorized attorney in fact and filed with the Se cretary of the
savings bank. Proxies solicited on behalf of the management shall be voted as directed by the stockholder
or, in the absence of such direction, as determined by a majority of the Board of Direct ors. Any proxy
duly executed is not revoked and continues in full force and effect until (i) revoked by the person
executing it prior to the vote pursuant thereto by a writing delivered to the savings ba nk stating that the
proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and
presented to the meeting, or, as to any meeting, by attendance at such meeting and voting in person by the
person executing the proxy, or (ii) written notice of the death or incapacity of the ma ker of such proxy is
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received by the savings bank before the vote is counted. No proxy shall be valid more than el even (11)
months from the date of its execution except for a proxy coupled with an interest.
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Section 10.Voting of Shares in the Name of Two or More Persons. When ownership stands in the
name of two or more persons, in the absence of written directions to the savings bank to the c ontrary, at
any meeting of the stockholders of the savings bank any one or more of such stockholders may cast, in
person or by proxy, all votes to which such ownership is entitled. In the event an attem pt is made to cast
conflicting votes, in person or by proxy by the several persons in whose names shares of stock stand, t he
vote or votes to which those persons are entitled shall be cast as directed by a ma jority of those holding
such and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a
majority cannot agree.
Section 11. Voting of Shares by Certain Holders. Shares standing in the name of another
corporation may be voted by any officer, agent, or proxy as the bylaws of such corporation may prescribe ,
or, in the absence of such provision, as the board of directors of such corporation may determine. Shares
held by an administrator, executor, guardian, or conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name. Shares standing in the name of a truste e may be
voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares he ld by him
without a transfer of such shares into his name. Shares standing in the name of a recei ver may be voted by
such receiver, and shares held by or under the control of a receiver may be voted by suc h receiver without
the transfer into his name if authority to do so is contained in an appropriate order of the court or other
public authority by which such receiver was appointed.
A stockholder whose shares are pledged shall be entitled to vote such shares until the share s have
been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.
Neither treasury shares of its own stock held by the savings bank nor shares held by another
corporation, if a majority of the shares entitled to vote for the election of dire ctors of such other
corporation are held by the savings bank, shall be voted at any meeting or counted i n determining the total
number of outstanding shares at any given time for purposes of any meeting.
Section 12. Cumulative Voting for Election of Directors. Every stockholder entitled to vote at an
election for directors shall have the right to vote, in person or by proxy, the number of shares owned by
the stockholder for as many persons as there are directors to be elected and for whose elections the
stockholder has a right to vote, or to cumulate the votes by giving one candidate as m any votes as the
number of such directors to be elected multiplied by the number of shares shall equal or by distributing
such votes on the same principal among any number of candidates.
Section 13. Inspectors of Election. In advance of any meeting of stockholders, the Board of
Directors may appoint any persons other than nominees for office as inspectors of election to act at such
meeting or any adjournment thereof. The number of inspectors shall be either one or three. Any such
appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the
Chairman of the Board or the President may, or on the request of not fewer than ten perce nt (10%) of the
votes represented at the meeting shall, make such appointment at the meeting. If appointed at the meeting,
the majority of the votes present shall determine whether one or three inspectors are to be appointed. In
case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled
by appointment by the Board of Directors in advance of the meeting or at the meet ing by the Chairman of
the Board or the President.
Unless otherwise prescribed by regulations of the Office, the duties of such inspectors shall include:
(i) determining the number of shares and the voting power of each share, the shares represente d at the
meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; (ii) receiving
votes, ballots, or consents; (iii) hearing and determining all challenges and questions in any way arising in
connection with the rights to vote; (iv) counting and tabulating all votes or consents; (v) determining the
results; and (vi) such acts as may be proper to conduct the election or vote wit h fairness to all
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stockholders.
Section 14. Nominating Committee. The Board of Directors shall act as a nominating committee for
selecting the management nominees for election as directors. Except in the case of a nominee
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substituted as a result of the death or other incapacity of a management nominee, the nominating
committee shall deliver written nominations to the Secretary at least twent y (20) days prior to the date of
the annual meeting, No nominations for directors except those made by the nominating committee shall
be voted upon at the annual meeting unless other nominations by stockholders are made in writing and
delivered to the Secretary of the savings bank at least five (5) days prior to the date of the annual meeting.
Ballots bearing the names of all persons nominated by the nominating committee and by stockholders
shall be provided for use at the annual meeting. However, if the nominating committee shall fail or refuse
to act at least twenty (20) days prior to the annual meeting, nominations for directors m ay be made at the
annual meeting by any stockholder entitled to vote and shall be voted upon.
Section 15. New Business. Any new business to be taken up at the annual meeting of the
stockholders, including any proposal to nominate directors to be elected at the annual m eeting, shall be
stated in writing and filed with the Secretary of the savings bank at least five (5) days prior to the date of
the annual meeting, and all business so stated, proposed and filed shall, unless prior a ction thereon is
required by the Board of Directors, be considered at the annual meeting. No other proposal ma y be acted
upon at the annual meeting. Any stockholder may make any other proposal at the annual me eting and the
same may be discussed and considered, but unless stated in writing and filed with the Secretary of the
savings bank at least (5) days prior to the date of the meeting, such proposal shall be lai d over for action
at any adjourned, special or annual meeting of the stockholders held at least 60 days after the annual
meeting at which it is presented. This provision shall not prevent the consideration, approval or
disapproval at the annual meeting of the reports of officers, directors and committee s, but in connection
with such reports no business shall be acted upon at such annual meeting unless stated and filed as herein
provided.
Section 16. Informal Action by Stockholders. Any action required to be taken at a meeting of the
stockholders, or any other action which may be taken at a meeting of stockholders, ma y be taken without
a meeting if consent in writing, setting forth the action so taken, shall be give n by all of the stockholders
entitled to vote with respect to the subject matter.
Article III.
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the savings bank shall be under the direction
of its Board of Directors. The Board of Directors shall annually elect a Chairman of the Board and a
President from among its members and shall designate, when present, either the Chairm an of the Board or
the President to preside at its meetings.
Section 2. Number and Term. The Board of Directors shall consist of thirteen members and shall be
divided into three classes as nearly equal in number as possible. The members of each class shall be
elected for a term of three years and until their respective successors are ele cted and qualified. One class
shall be elected by ballot annually.
Section 3. Regular Meetings. Following each annual meeting of stockholders, a regular meeting of
the Board of Directors shall be held without other notice than this bylaw immediat ely after, and at the
same place as, the annual meeting of stockholders or at such other place as shall be fixed by the Board of
Directors. Call and notice of such meetings are hereby dispensed with. The Board of Direct ors may
provide, by resolution, the time and place for the holding of additional regular meetings wi thout other
notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors for any purpose or purposes
may be called at any time by the Chairman of the Board, the President, or by a ny two directors. The
persons authorized to call special meetings of the Board of Directors, may fix any plac e as the place for
holding any special meeting of the Board of Directors called by such persons.
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Section 5.Telephonic Meetings. Members of the Board of Directors may participate in meetings by
means of conference telephone or similar communications equipment by which all persons participating
in the meeting can hear each other. Such participation shall constitute presence in person at such meeting.
Section 6. Notice. Written notice of any special meeting shall be given to each director at l east forty-
eight hours prior to the time of the holding of the meeting when delivered personally or by t elegram or at
least four (4) days prior thereto when delivered by mail at the address at which the di rector is most likely
to be reached. Such notice shall be deemed to be delivered when deposited in the m ail so addressed, with
postage prepaid if mailed or when delivered to the telegraph company if sent by tel egram. Any director
may waive notice of any meeting by a writing filed with the Secretary of the savings bank. The
attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to be tra nsacted at, nor the purpose
of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such
meeting.
Section 7. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall
constitute a quorum for the transaction of business at any meeting of the Board of Directors; but if less
than such majority is present at a meeting, a majority of the directors present m ay adjourn the meeting
from time to time. A meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of a director, provided that any action taken is approved by a t least a
majority of the required quorum for such meeting. Notice of any adjourned meeting shall be gi ven in the
same manner as prescribed in Section 3.6 of this Article III.
Section 8. Manner of Acting. Subject to Section 7 of this Article III, the act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of the Board of Directors,
unless a greater number is prescribed by regulation of the Office or by these bylaws.
Section 9. Action Without a Meeting. Any action required or permitted to be taken by the Board of
Directors at a meeting may be taken without a meeting if a consent in writ ing, setting forth the action so
taken, shall be signed by all of the directors.
Section 10. Resignation. Any director may resign at any time by sending a written notice of such
resignation to the home office of the savings bank addressed to the Chairman of the Board or the
President. Unless otherwise specified, such resignation shall take effect upon its recei pt by the Chairman
of the Board or the President.
Section 11. Vacancies. Any vacancy occurring on the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors although less than a quorum of the Board of
Directors. A director elected to fill a vacancy shall be elected to serve until the next election of directors
by the stockholders at which time a director shall be elected to fill a vac ancy for the unexpired term for
the class of directors in which the vacancy exists. Any directorship to be filled by rea son of an increase in
the number of directors may be filled by election by the Board of Directors for a term of office continuing
only until the next election of directors by the stockholders.
Section 12. Compensation. Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution
of the Board of Directors, provided that nothing herein shall be construed so as to preclude any director
from serving the savings bank in any other capacity and receiving compensation therefor.
Section 13. Presumption of Assent. A director of the savings bank who is present at a meeting of the
Board of Directors at which action on any savings bank matter is taken shall be pre sumed to have
assented to the action taken unless his dissent or abstention shall be entered in t he minutes of the meeting
or unless he shall file a written dissent to such action with the person acting as the secretary of the
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meeting before the adjournment thereof or shall forward such dissent by registered
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mail to the Secretary of the savings bank within five days after the date a copy of the minutes of the
meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 14. Removal of Directors. At a meeting of stockholders called expressly for that purpose, any
director may be removed for cause by a vote of the holders of a majority of the shares t hen entitled to vote
at an election of directors. If less than the entire Board of Directors is to be re moved, no one of the
directors may be removed if the votes cast against the removal would be sufficient to elect a director if
then cumulatively voted at an election of the class of directors of which such di rector is a part. Whenever
the holders of the shares of any class are entitled to elect one or more directors by the provisions of the
charter or supplemental sections thereto, the provisions of this section shall apply, in respe ct to the
removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that
class and not to the vote of the outstanding shares as a whole.
Article IV.
EXECUTIVE AND OTHER COMMITTEES
Section 1. Appointment. The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate an executive committee, consisting of three or more directors. The
designation of any committee pursuant to this Article IV and the delegation of aut hority shall not operate
to relieve the Board of Directors, or any director, of any responsibility imposed by law or regulation.
Section 2. Authority. The executive committee shall have and may exercise all of the authority of
the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution
appointing the executive committee; and except also that the executive com mittee shall not have the
authority of the Board of Directors with reference to: (i) the declaration of dividends; (i i) the amendment
of the charter or bylaws of the savings bank; (iii) recommending to the stockholders a plan of merger,
consolidation, or conversion; (iv) the sale, lease, or other disposition of all or substantiall y all of the
proprty and assets of the savings bank otherwise than in the usual and regular course of its business; (v) a
voluntary dissolution of the savings bank; (vi) a revocation of any of the foregoing; (vii) the approva l of a
transaction in which any member of the executive committee, directly or indirec tly, has any material
beneficial interest; (viii) the filling of vacancies on the Board of Directors or i n any committee; (ix) the
fixing of compensation of the directors for serving on the Board of Directors or on any committ ee; (x) the
amendment or repeal of any resolution of the Board of Directors; and (xi) the appointment of other
committees of the Board of Directors or the members thereof.
Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the
executive committee shall hold office until the next regular annual meeting of the Board of Directors
following his or her designation and until a successor is designated as a member of the executive
committee.
Section 4. Meetings. Regular meetings of the executive committee may be held without notice at
such times and places as the executive committee may fix from time to time by resolution, and notice of
any such regular meeting date shall be dispensed with. Special meetings of the e xecutive committee may
be held at the principal office of the savings bank, or at any place which has bee n designated from time to
time by resolution of the executive committee or by written consent of all membe rs thereof and may be
called by the Chairman of the Board, the President, any Vice President who is a mem ber of the executive
committee, or any two members thereof, upon not less than one day's notice to the mem bers of the
executive committee stating the date, time and place of such special m eeting, which notice may be written
or oral. Any member of the executive committee may waive notice of any meeti ng and no notice of any
meeting need be given to any member thereof who attends in person. The notice of a meeting of the
executive committee need not state the business proposed to be transacted at the meeting.
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Section 5.Quorum. A majority of the authorized number of members of the executive committee
shall constitute a quorum for the transaction of business at any meeting thereof, and acti on of the
executive committee must be authorized by the affirmative vote of a majority of the members present at a
meeting at which a quorum is present.
Section 6. Action Without a Meeting. Any action required or permitted to be taken by the executive
committee at a meeting may be taken without a meeting if a consent i n writing, setting forth the action so
taken, shall be signed by all of the members of the executive committee.
Section 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution
adopted by a majority of the full Board of Directors.
Section 8. Resignations and Removal. Any member of the executive committee may be removed at
any time with or without cause by resolution adopted by a majority of the full Board of Dire ctors. Any
member of the executive committee may resign from the executive committee at any time by giving
written notice to the President or Secretary of the savings bank. Unless otherwise specified, such
resignation shall take effect upon its receipt; the acceptance of such resignati on shall not be necessary to
make it effective.
Section 9. Procedure. The executive committee shall elect a presiding officer from its members a nd
may fix its own rules of procedure which shall not be inconsistent with these bylaws. It sha ll keep regular
minutes of its proceedings and report the same to the Board of Directors for its informati on at the meeting
held next after the proceedings shall have occurred.
Section 10. Other committees. The Board of Directors may by resolution establish an audit, loan, or
other committee composed of two or more directors as they may determine to be ne cessary or appropriate
for the conduct of the business of the savings bank and may prescribe the duties, constitution, a nd
procedures thereof.
Article V.
OFFICERS
Section 1. Positions. The officers of the savings bank shall be a President, a Secretary, and a Chief
Financial Officer, each of whom shall be elected by the Board of Directors. The Board of Directors may
also designate the Chairman of the Board as an officer and may also appoint a Vi ce Chairman of the
Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Treasurers or
Assistant Treasurers and such other officers as the business of the savings bank may require. T he
President shall be the Chief Executive Officer of the savings bank, unless the Board of Dire ctors
designates the Chairman of the Board as Chief Executive Officer of the savings bank. The President shall
be a director of the savings bank. The Board of Directors may also elect or authorize t he appointment of
such other officers as the business of the savings bank may require. The officers shall have such authority
and perform such duties as the Board of Directors may from time to time authorize or de termine. In the
absence of action by the Board of Directors, the officers shall have such powers and duties a s generally
pertain to their respective offices.
Section 2. Election and Term of Office. The officers of the savings bank shall be elected annually at
the first meeting of the Board of Directors held after each annual meeting of the stockholders. If the
election of officers is not held at such meeting, such election shall be held a s soon thereafter as possible.
Each officer shall hold office until a successor has been duly elected and qualified or until the officer's
death, resignation, or removal in the manner hereinafter provided. Election or appointment of an officer,
employee, or agent shall not of itself create contractual rights. The Board of Direc tors may authorize the
savings bank to enter into an employment contract with any officer in accordance with re gulations of the
Office; but no such contract shall impair the right of the Board of Directors to remove any officer at any
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time in accordance with Section 3 of this Article V.
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Section 3.Removal and Resignation. Any officer may be removed by the Board of Directors
whenever in its judgment the best interests of the savings bank will be served thereby, but such removal,
other than for cause, shall be without prejudice to the contractual rights, if any, of the person so removed.
Any officer may resign at any time by giving written notice to the Board of Direc tors or to the
President or to the Secretary of the savings bank, without prejudice, however, to the rights, if any, of the
savings bank under any contract to which such officer is a party. Any such resignation shall ta ke effect at
the date of the receipt of such notice or at any later time specified therein.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise may be filled by the Board of Directors for the unexpired porti on of the
term.
Section 5. Remuneration. The remuneration of the officers shall be fixed from time to time by the
Board of Directors.
Article VI.
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. To the extent permitted by regulations of the Board, and except as otherwise
prescribed by these bylaws with respect to certificates for shares, the Board of Direct ors may authorize
any officer, employee, or agent of the savings bank to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the savings bank. Such authority may be general or confined to
specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the savings bank and no evidence of
indebtedness shall be issued in its name unless authorized by the Board of Directors. Such a uthority may
be general or confined to specific instances.
Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes,
or other evidences of indebtedness issued in the name of the savings bank shall be signed by one or more
officers, employees or agents of the savings bank in such manner as shall from time to time be determined
by the Board of Directors.
Section 4. Deposits. All funds of the savings bank not otherwise employed shall be deposited from
time to time to the credit of the savings bank in any duly authorized depositories as the Board of Directors
may select.
Article VII.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of capital stock of the savings
bank shall be in such form as shall be determined by the Board of Directors and approved by the Office.
Such certificates shall be signed by the Chief Executive Officer or by any other offic er of the savings
bank authorized by the Board of Directors, attested by the Secretary or an Assistant Secretary, and sealed
with the corporate seal or a facsimile thereof. The signatures of such officers upon a ce rtificate may be
facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the
savings bank itself or one of its employees. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued by the savings bank with the
same effect as if such person were an officer, transfer agent or registrar at the date of issue. Each
certificate for shares of capital stock shall be consecutively numbered or otherwise identified and shall set
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forth the number of shares and the class or series of shares owned by the stockholder. The name and
address of the person to whom the shares are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the savings bank.
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June 1992 7-955
All certificates surrendered to the savings bank for transfer shall be cancelled and no new certificate shall
be issued until the former certificate for a like number of shares has been surrendered and cancelled,
except that in the case of a lost or destroyed certificate, a new certifica te may be issued upon such terms
and indemnity to the savings bank as the Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of capital stock of the savings bank shall be made
only on its stock transfer books. Authority for such transfer shall be given only by the holder of record or
by his legal representative, who shall furnish proper evidence of such authority, or by his attorne y
authorized by a duly executed power of attorney and filed with the savings bank. Such transfer shall be
made only on surrender for cancellation of the certificate for such shares. The person in whose name
shares of capital stock stand on the books of the savings bank shall be deemed by the savings ba nk to be
the owner for all purposes.
Article VIII.
FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the savings bank shall end' on the 31st day of December of each yea r. The savings
bank shall be subject to an annual audit as of the end of its fiscal year by independe nt certified public
accountants appointed by and responsible to the Board of Directors. The appointment of such acc ountants
shall be subject to annual ratification by the stockholders.
Article IX.
DIVIDENDS
Subject to the terms of the savings bank's charter and the regulations and orders of the Offic e, the
Board of Directors may, from time to time, declare, and the savings bank may pay, di vidends on its
outstanding shares of capital stock.
Article X.
CORPORATE SEAL
The Board of Directors may adopt, use and at will alter a corporate seal.
Article XI.
AMENDMENTS
These bylaws may be amended in a manner consistent with regulations of the Office at any time by a
majority of the full Board of Directors or by a majority of the votes cast by the stockholders of the savings
bank at any legal meeting.
Article XII.
EMERGENCY BYLAWS
Section 1. Emergency Operations by Surviving Staff In the event of a national emergency declared by
the President of the United States or the person performing his functions, the officers and em ployees of
this savings bank will continue to conduct the affairs of the savings bank under such guidance from the
directors as may be available, except as to matters which by statute require spe cific approval of the Board
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of Directors, and subject to conformance with any government directives during the emergency.
CORPORATE RESTRUCTURING§7.604
June 1992 7-957
Section 2.Emergency Operations by Directors. The Board of Directors shall have the power, in the
absence or disability of any officer, or upon the refusal of any officer to act, to delegat e and prescribe
such officer's powers and duties for so long as the Board of Directors shall determine to a ny other officer,
or to any director.
In the event of a state of disaster of sufficient severity to prevent the conduct and m anagement of the
affairs and business of this savings bank by its directors and officers as contemplated by the se bylaws,
any three available directors shall constitute a committee for the full conduc t and management of the
affairs and business of the savings bank in accordance with the foregoing provisions of this section. This
bylaw shall be subject to implementation by resolutions of the Board of Directors passed from time to
time for that purpose, and any provisions of these bylaws (other than this section) and any resolutions
which are contrary to the provisions of this section or to the provisions of any such implementary
resolutions shall be suspended until it shall be determined by any committee acting under this section that
it shall be to the advantage of the savings bank to resume the conduct and management of its affairs and
business under all of the other provisions of these bylaws.
Section 3. Officer Succession. If consequent upon war or warlike damage or disaster, the Chairman
of the Board of the savings bank cannot be located by the then acting principal office r or is unable to
assume or to continue normal executive duties, then the authority and duties of the C hairman of the Board
shall without further action of the Board be automatically assumed by one of the followi ng officers in the
order designated: (List of names in order of succession is shown in the official minutes of the savings
bank and in the certified copies which are under seal in various depositories.)
Any one of the above persons who in accordance with this section assumes the authority and dutie s
of the Chairman of the Board shall continue to serve until he resigns or until a m ajority of the other
officers who are attached to the then acting principal office decide in writing he is unable to perform said
duties or until the elected Chairman of the Board of the savings bank, or a person higher on the above list,
shall become available to perform the duties of Chairman of the Board of the savings bank.
If consequent upon war or warlike damage or disaster, the Chief Financial Officer of this sa vings
bank cannot be located by the then acting principal officer, or is unable to assume or t o continue normal
executive duties, then the authority and duties of the Chief Financial Officer shall without further action
by the Board of Directors be automatically assumed by one of the following officers in the order
designated: (List of names in order of succession is shown in the official minutes of the savings bank and
in the certified copies which are under seal in various depositories.)
The person assuming the authority and duties of Chief Financial Officer in accordance wit h this
section shall serve until the elected Chief Financial Officer or a person higher on the above list shall be
able to function as Chief Financial Officer, or until he resigns or is unable, as det ermined by the acting
Chairman of the Board to perform the duties of his office, in which latter case, the next eligible and
available officer on the above list shall assume the authority and duties of Chief Financial Officer.
Anyone dealing with the savings bank may accept a certification by any three office rs that a
specified individual is acting as Chairman of the Board or that a specified indi vidual is acting as Chief
Financial Officer in accordance with this section, and anyone accepting such cert ification may continue to
consider it in force until notified in writing of a change, the notice of change to ca rry the signatures of
three officers of the savings bank.
Section 4. Offices. The offices of the savings bank at which its business shall be conducted shall be
the principal office, branch offices, and any other legally authorized location which may be leased or
acquired by the savings bank to carry on its business. During an emergency resulting in any authori zed
place of business of the savings bank being unable to function, the business ordinarily conducted at such
location shall be relocated elsewhere in suitable quarters, in addition to or in li eu of the locations
heretofore mentioned, as may be designated by the Board of Directors or by such persons as are the n, in
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accordance with resolutions adopted from time to time by the Board of
CORPORATE RESTRUCTURING§7.604
June 1992 7-959
Directors dealing with the exercise of authority in the time of such emergency, conducting the affairs of
the savings bank. Any temporarily relocated place of business of the savings bank shall be returne d to its
legally authorized locations as soon as practicable, and such temporary place of busi ness shall then be
discontinued.
Section 5. Acting Principal Office. In case of and provided that, because of war or warlike damage
or disaster, the principal office of the savings bank is unable temporarily to continue it s functions, the
then acting Chairman of the Board may designate one of the savings bank's branch offices, if any, as the
acting principal office. The principal office shall resume its functions at it s legally authorized location as
soon as practicable.
EXHIBIT D
GREAT AMERICAN BANK, SSB
ARTICLES OF INCORPORATION
CURRENT TEXTARTICLE VI
The authorized number of trustees of this savings bank is 15.
?PROPOSED TEXT AS AMENDEDARTICLE VI
The authorized number of trustees of this savings bank shall be set forth in the bylaws of thi s savings
bank, provided that such number shall not be less than eight nor more than fifteen.
Great American Bank 4/26/90
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