Hanover Bancorp, Inc. /MD
For the period ended Mar 5, 2024. Filed Feb 9, 2024.
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Mar 5, 2024 · Filed Feb 9, 2024
Contents
ARTICLES OF AMENDMENT
Hanover Bancorp, Inc., a Maryland corporation (hereinafter referred to as the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
| FIRST: | The charter of the Corporation is hereby amended by striking Section 5.01 of Article FIFTH in its entirety and inserting in lieu thereof the following: |
“Section 5.01 Authorized Stock. The total number of shares of capital stock of all classes that the Corporation has authority to issue is thirty-two million (32,000,000) shares, consisting of:
| (a) | fifteen million (15,000,000) shares of preferred stock, par value one cent ($0.01) per share (the “Preferred Stock”); and |
| (b) | seventeen million (17,000,000) shares of common stock, par value one cent ($0.01) per share (the “Common Stock”). |
The aggregate par value of all the authorized shares of capital stock is three hundred twenty thousand dollars ($320,000). Except to the extent required by governing law, rule or regulation, the shares of capital stock may be issued from time to time by the Board of Directors without further approval of the stockholders of the Corporation. The Corporation shall have the authority to purchase its capital stock out of funds lawfully available therefor, which funds shall include, without limitation, the Corporation’s unreserved and unrestricted capital surplus. The Board of Directors, pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number), and without action by the stockholders, may amend these Articles to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue. For the purposes of these Articles, the term “Whole Board” shall mean the total number of directors that the Corporation would have if there were no vacancies on the Board of Directors at the time any such resolution is presented to the Board of Directors for adoption.”
| SECOND: | The amendment to the Charter as set forth above has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law. |
| THIRD: | A description of each class of stock of the Corporation with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualification and terms and conditions of redemption, of each class of the authorized capital stock as increased, is set forth in the charter of the Corporation, and such description has not been changed by the amendment of the charter of the Corporation herein set forth. |
The undersigned officer, on behalf of the Corporation, acknowledges this instrument to be the corporate act of the Corporation and states under the penalties of perjury that to the best of her knowledge, information and belief the matters and facts herein set forth with respect to approval are true in all material respects.
IN WITNESS WHEREOF, HANOVER BANCORP INC. has caused these presents to be signed in its name and on its behalf on [·], 2024.
| Attest: | Hanover Bancorp, Inc. | ||
|---|---|---|---|
| By: | |||
| Name: | Michelle Mihas | Name: Michael P. Puorro | |
| Title: | Senior Vice President, Corporate Secretary | Title: Chairman & CEO | |
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