NEW JERSEY | 001-34089 | 20-8444387 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1365 PALISADE AVENUE FORT LEE, NEW JERSEY |
07024 |
|
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
| The Board shall annually elect a Chairman and Vice Chairman of the Board. The Chairman will be responsible for: preparing agendas for meetings of the Board; presiding over Board meeting; communicating with management on behalf of the Board; serving as an ex officio member of each committee of the Board, except to the extent that the Chairman is ineligible to so serve as the result of independence requirements applicable to such committees; and performing such other actions as directed by the Board. The Vice Chairman shall fulfill the duties of Chairman in the Chairmans absence. | ||
| Directors will continue to be permitted to participate in meetings of the Board and its committees by phone, but only up to twice annually. | ||
| The Board must appoint a Chief Executive Officer who will report to the Board and implement the policies and decisions determined by the Board. The Chief Executive Officer will also be responsible for the day-to-day management of the Company and for the oversight of the President and Vice Presidents of the Company. | ||
| Each of the Chief Executive Officer and the President may appoint Vice Presidents. The Chief Executive Officer, President and Board may each designate the responsibilities of, or remove, Company officers other than the Chief Executive Officer and President. | ||
| The Board has the sole power to remove the Chief Executive Officer or President. | ||
| Shares of the Companys capital stock may be certificated, or, upon resolution of the Board, uncertificated. |
Item 5.06 | Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
| The Code applies to all directors and executive officers of the Company and each of its subsidiaries, including, but not limited to, the Bank. | ||
| The prohibition against usurpation of corporate opportunity, and the guidelines regarding conflicts of interest, apply to all affiliated persons (as defined in the Code). | ||
| The Boards Audit Committee generally is entrusted with the responsibility of reviewing and approving all transactions between the Company and any of its subsidiaries and any affiliated person, while certain specific transactions, such as residential loans and other extensions of credit to an affiliated person, are subject to review and approval by the Banks board of directors. |
Item 9.01 | Exhibits. |
Exhibit No. | Description | |
3.1
|
Second Amended and Restated Bylaws of Bancorp of New Jersey, Inc., effective March 24, 2011. | |
14.1
|
Bancorp of New Jersey, Inc. and Bank of New Jersey Code of Conduct and Ethics for Directors and Executive Officers, effective March 24, 2011. |
BANCORP OF NEW JERSEY, INC. |
||||
Date: March 30, 2011 | By: | /s/ Michael Lesler | ||
Name: | Michael Lesler | |||
Title: | President and Chief Operating Officer | |||
Exhibit No. | Description | |
3.1
|
Second Amended and Restated Bylaws of Bancorp of New Jersey, Inc., effective March 24, 2011. | |
14.1
|
Bancorp of New Jersey, Inc. and Bank of New Jersey Code of Conduct and Ethics for Directors and Executive Officers, effective March 24, 2011. |