-----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, IgOqfZQvAJJ1OKVc1GRtva7tYtE2u7uZPAHgETAcN52qNxDjK1ToV355O+lwQM9a Z5iV8glUmkiPcheEtef5gA== 0000755933-06-000004.txt : 20060123 0000755933-06-000004.hdr.sgml : 20060123 20060123164108 ACCESSION NUMBER: 0000755933-06-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060117 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060123 DATE AS OF CHANGE: 20060123 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10518 FILM NUMBER: 06543966 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 amendbylaw011706.txt 8K FOR 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): January 17, 2006 INTERCHANGE FINANCIAL SERVICES CORPORATION __________________________________________ (Exact name of registrant as specified in its charter) New Jersey 1-10518 22-2553159 __________ _______ __________ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Park 80 West/Plaza Two, Saddlebrook, NJ 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.) 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 (see General Instruction A.2. below): [ ] 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)) - ------------------------------------------------------------------------------- Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year (a) On January 17, 2006, the Board of Directors of Interchange Financial Services Corporation (the "Corporation") amended the Corporation's bylaws to add Section 11 to Article II of the bylaws to establish procedural and informational requirements with respect to shareholder nominations of individuals for election to the Corporation's Board of Directors. The amendment, which became effective on January 17, 2006, is attached hereto as Exhibit 3.2. Item 9.01 Financial Statements and Exhibits (d) The following document is filed as an exhibit to this Current Report on Form 8-K: Exhibit No. Description ___________ ___________ 3.2 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: January 23, 2006 INTERCHANGE FINANCIAL SERVICES CORPORATION By: /s/ Charles T. Field ____________________ Name: Charles T. Field Title: SVP and Chief Financial Officer Exhibit Index Exhibit No. Description ___________ ___________ 3.2 Amendment to the bylaws of Interchange Financial Services Corporation EX-3.(II) 2 exhibit3_2.txt AMENDMENT TO BYLAWS EXHIBIT 3.2 AMENDMENT TO BYLAWS AMENDMENT TO BYLAWS OF INTERCHANGE FINANCIAL SERVICES CORPORATION ADOPTED JANUARY 17, 2006 By resolutions adopted by the Board of Directors of Interchange Financial Services Corporation (the "Corporation"), on January 17, 2006, the Board of Directors authorized the following amendment to the Corporation's bylaws: The following is added to the Corporation's bylaws as Section 11 of Article II: Section 11 - Board of Director Nominations Subject to the provisions hereof, the Board of Directors, or a committee thereof, shall select nominees for election as Directors. No nominations for Directors except those made by the Board of Directors or such committee shall be voted upon at a meeting of shareholders unless other nominations by shareholders are made in accordance with the provisions of this Section 11, the provisions of any guidelines established by the Board and any charter of, or guidelines established by, any committee of the Board of Directors responsible for selecting or recommending nominees for election as Directors. Nominations of individuals for election to the Board at a meeting of shareholders may be made by any shareholder of record of the Company entitled to vote for the election of Directors at such meeting who provides timely notice in writing to the Secretary as set forth in this Section 11. To be timely, a shareholder's notice must be delivered to or received by the Secretary not later than the following dates: (i) with respect to an election of Directors to be held at an annual meeting of shareholders, sixty (60) days in advance of date on which the proxy statement relating to the previous year's annual meeting of shareholders was released to shareholders; and (ii) with respect to an election to be held at a special meeting of shareholders for the election of Directors, the close of business on the tenth (10th) day following the date on which notice of such meeting is first given to shareholders. For purposes of this Section 11, notice shall be deemed to first be given to shareholders when disclosure of such date of the special meeting of shareholders is first made in a press release reported to Dow Jones News Services, Associated Press or comparable national news service, or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended. A shareholder's notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a Director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) such person's written consent to serve as a Director, if elected, (iv) a statement that such person is not ineligible to serve as a Director pursuant to Article 10 of this Section including the reasons why; and (v) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission (whether or not the Company is then subject to such rules); and (b) as to the shareholder giving the notice (i) the name and address of such shareholder, (ii) the class and number of shares of the Company which are owned of record by such shareholder and the dates upon which he or she acquired such shares, (iii) a statement that such shareholder would not be ineligible to serve as a Director pursuant to Article 10 of this Section, including the reasons why, (iv) a description of all arrangements or understandings between the shareholder and nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the shareholder, and (v) the identification of any person employed, retained or to be compensated by the shareholder submitting the nomination or by the person nominated, or any person acting on his or her behalf to make solicitations or recommendations to shareholders for the purpose of assisting in the election of such Director, and a brief description of the terms of such employment, retainer or arrangement for compensation. At the request of the Board, or any committee of the Board responsible for selecting or recommending nominees for election as Directors, any person nominated for election as a Director shall furnish to the Secretary that information required to be set forth in a shareholder's notice of nomination which pertains to the nominee together with the required written consent. The Board or any committee of the Board responsible for selecting or recommending nominees for election as Directors shall, in its reasonable discretion, determine and declare to the meeting that a nomination was not properly brought before the meeting in accordance with the provisions hereof, and, if the Board or any such committee should so determine, shall declare to the meeting that such nomination was not properly brought before the meeting and shall not be considered. Nothing contained in this Section 11 shall require proxy materials distributed by the Company to include any information with respect to nominations by shareholders. 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 January 17, 2006. /s/ Nicholas R. Marcalus - ------------------------------- Nicholas R. Marcalus, Secretary January 17, 2006 -----END PRIVACY-ENHANCED MESSAGE-----