Proxy Materials

Proxy materials will probably be sent out in the next few weeks along with the announcement of the date of the annual meeting. Keep in mind that Steve Bonucci’s name will not be on the proxy ballot, so you will not be able to vote for him either electronically or by mail. You will have to hold onto your proxy until the annual meeting and go to the meeting to vote your shares. OR if you can’t get to the meeting you can delegate your proxy votes to someone who is going to the meeting.  By the end of the month I want to have a definitive answer from the bank as to what forms of assignment or delegation the bank will accept or “authenticate” at the annual meeting for absentee proxies. In other words; if I want Bob to vote my shares for me at the meeting, will an email or fax indicating such direction be “authenticated” by the bank’s “proxy attorneys”? Or do I need to direct that authority in writing? Please read over the following information. I would appreciate everyone’s input on the interpretation of the issue of “authentication”.

The Delaware code seems pretty clear, and the bylaws of PNBC mention it only in passing in section 7 as,  “duly authenticated proxies”. Again, this is exactly why we need a confirmation by someone in the bank. This can be accomplished only if several of you shareholders do this, independently or in a small group.  I am considered a “hostile”, and I’m certain the bank’s attorneys would not condone the bankers aiding and abetting the enemy. Written verification of the answers given would be a plus.

Bank Bylaws:

(Part of Section 5): In the absence of specific action by the Board closing the stock transfer books or fixing a different record date, at each annual meeting of the stockholders, and at each special meeting, each stockholder of record at the close of business on the fifteenth (15th) day preceding the day of such meeting shall be entitled to vote, in person or by proxy, the number of shares of stock registered in his name on the stock books as of said record date.

Section 6: The Secretary shall make a record of the stockholders represented in person or by proxy, giving the names of the stockholders present and the number of shares of stock held by each; the names of stockholders represented by proxy; the number of shares held by each and the names of the proxies. The record shall show the number of shares voted, in person or by proxy, for each resolution and for each candidate for Director and shall be filed with the minutes of the Corporation.

Section 7: A majority of the outstanding shares of the capital stock of the Corporation, represented either by the holders thereof or by duly authenticated proxies, shall constitute a quorum for the transaction of business at any meeting of the stockholders, but in the absence of a quorum a meeting may be adjourned from time to time without notice to the stockholders.

Delaware Code:

§ 212. Voting rights of stockholders; proxies; limitations.

(a) Unless otherwise provided in the certificate of incorporation and subject to § 213 of this title, each stockholder shall be entitled to 1 vote for each share of capital stock held by such stockholder. If the certificate of incorporation provides for more or less than 1 vote for any share, on any matter, every reference in this chapter to a majority or other proportion of stock, voting stock or shares shall refer to such majority or other proportion of the votes of such stock, voting stock or shares.

(b) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after 3 years from its date, unless the proxy provides for a longer period.

(c) Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy pursuant to subsection (b) of this section, the following shall constitute a valid means by which a stockholder may grant such authority:

(1) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

(2) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

(d) Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to subsection (c) of this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(e) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.