-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AqwMQWmc6HETfAtf0tLIJOD2YBzra489HFVDqRDCHshFIAIurkHRszuflzKwVYsj 75U/11seyU7asHdQkGhbtg== 0000755933-05-000020.txt : 20050429 0000755933-05-000020.hdr.sgml : 20050429 20050429164359 ACCESSION NUMBER: 0000755933-05-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050428 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050429 DATE AS OF CHANGE: 20050429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCHANGE FINANCIAL SERVICES CORP /NJ/ CENTRAL INDEX KEY: 0000755933 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222553159 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10518 FILM NUMBER: 05786666 BUSINESS ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: ATTN INTERCHANGE STATE BANK CITY: SADDLE BROOK STATE: NJ ZIP: 07662 BUSINESS PHONE: 2017032265 MAIL ADDRESS: STREET 1: PARK 80 WEST STREET 2: PLAZA II CITY: SADDLE BROOK STATE: NJ ZIP: 07663 FORMER COMPANY: FORMER CONFORMED NAME: INTERCHANGER STATE BANK DATE OF NAME CHANGE: 19870416 FORMER COMPANY: FORMER CONFORMED NAME: INTERCHANGE FINANCIAL SERVICES CORP DATE OF NAME CHANGE: 19861209 8-K 1 bylawsapril2005.txt AMENDMENT TO BYLAWS 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): April 29, 2005 INTERCHANGE FINANCIAL SERVICES CORPORATION (Exact name of registrant as specified in its charter) New Jersey 1-10518 22-2553159 _______________________________ _______________________ _________________ (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) Park 80 West/Plaza Two, Saddle Brook, N.J. 07663 __________________________________________ ___________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 703-2265 Not Applicable ______________________________________________________________________________ (Former name or former address, if changed since last report.) Item 5.03. Amendment to Bylaws (a) On April 28, 2005, the Board of Directors of Interchange Financial Services Corporation (the "Corporation") amended Section 10 of Article III of the Corporation's Bylaws to no longer allow a person to qualify as a director of the Corporation if such person has been issued by a federal or state bank regulatory agency a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal. The amendment, which was effective on April 28, 2005, is attached hereto as Exhibit 3.1. Item 9.01. Financial Statement and Exhibits The following document is filed as an exhibit to this Current Report on Form 8-K: 3.1 Amendment to the Bylaws of the Corporation 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 hereunto duly authorized. Dated: April 29, 2005 Interchange Financial Services Corporation By: /s/ Charles T. Field _________________________ Name: Charles T. Field Title: SVP & Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 3.1 Amendment to the Bylaws of Interchange Financial Services Corporation EX-3 2 ex3_1amendment.txt EXHIBIT 3.1, AMENDMENT TO BYLAWS AMENDMENT TO BYLAWS OF INTERCHANGE FINANCIAL SERVICES CORPORATION ADOPTED APRIL 28, 2005 By resolutions adopted by the Board of Directors of Interchange Financial Services Corporation (the "Corporation"), on April 28, 2005, the Board of Directors authorized the following amendment to the Corporation's Bylaws: Section 10 of ARTICLE III is deleted in it its entirety and replaced by the following: Section 10 - Director Qualifications A person is not qualified to serve as a director if he or she (a) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year; (b) is a person against whom a federal or state bank regulatory agency has issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal; (c) has been found either by any federal or state regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency; (d) has been nominated by a person who would be disqualified from serving as a director of this Corporation under subsection (a), (b) or (c); or (e) is a party (either directly or through an affiliate) to litigation or an administrative proceeding adverse to the Corporation or its bank subsidiary, except (i) derivative litigation brought in the name of the Corporation or its bank subsidiary by the director in his or her capacity as a shareholder of the Corporation or (ii) litigation arising out of a proxy fight concerning the election of directors of the Corporation or its bank subsidiary or otherwise involving control of the Corporation or its bank subsidiary. Each director of the Corporation is obligated to inform the Corporation immediately of any occurrence which comes within subsections (a), (b), (c), (d) or (e) of the prior sentence. A director of the Corporation who becomes unqualified to serve as a director pursuant to this Section shall forthwith cease to serve as a director of the Corporation without the necessity of action by the Board to remove or suspend the director. In case of a director who becomes unqualified under subsection (e) of the first sentence of this Section, the director may be considered for re-election to the Board after the conclusion of the litigation or administrative proceeding. The Corporation shall confirm in writing to any director who becomes unqualified to serve as a director of the Corporation, as set forth in this Section, that the director has become unqualified and shall forthwith cease to serve as a director of the Corporation. In addition, notice of said disqualification and cessation of service shall be given to the directors as well as to the Regional Office of the Board of Governors of the Federal Reserve System, and as appropriate, to the Commission of Banking and Insurance of the State of New Jersey. Except as hereby specifically amended, the Bylaws of the Corporation shall be and remain in full force and effect. The foregoing is certified as an amendment to the Bylaws of the Corporation, adopted by a majority of the Board of Directors effective as of April 28, 2005. /s/ Nicholas R. Marcalus - ------------------------------- Nicholas R. Marcalus, Secretary April 28, 2005 -----END PRIVACY-ENHANCED MESSAGE-----