BY-LAWS

OF

SUFFOLK BANCORP

ARTICLE I - OFFICES

The principal office of the corporation shall be in the Town of

Riverhead, County of Suffolk, State of New York. The corporation may also have

offices at such other places within or without the State of New York as the

board may from time to time determine or the business of the corporation may

require.

ARTICLE II - SHAREHOLDERS

1. PLACE OF MEETINGS.

Meetings of shareholders shall be held at the principal office of the

corporation or at such place within or without the State of New York as the

board shall authorize.

2. ANNUAL MEETING.

The annual meeting of the shareholders shall be held on the second

Tuesday of April at 12:30 P.M. in each year if not a legal holiday, and, if a

legal holiday, then on the next business day following at the same hour, when

the shareholders shall elect a board and transact such other business as my

properly come before the meeting.

3. SPECIAL MEETING.

Special meetings of the shareholders may be called by the board, the

chairman or the president, and shall be called by the president or the secretary

at the request in writing of a majority of the board or at the request in

writing by shareholders owning a majority in amount of the shares issued and

outstanding. Such request shall state the purpose or purposes of the proposed

meeting. Business transacted at a special meeting shall be confined to the

purposes stated in the notice.

4. FIXING RECORD DATE.

For the purpose of determining the shareholders entitled to notice of

or to vote at any meeting of shareholders or any adjournment thereof, or to

express consent to or dissent from any proposal without a meeting, or for the

purpose of determining shareholders entitled to receive payment of any dividend

or the allotment of any rights, or for the purpose of any other action, the

board shall fix, in advance, a date as the record date for any such

determination of shareholders. Such date shall not be more than fifty nor less

than ten days before the date of such meeting, nor more than fifty days prior to

any other action. If no

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record date is fixed, it shall be determined in accordance with the provisions

of law.

5. NOTICE OF MEETINGS OF SHAREHOLDERS.

Written notice of each meeting of shareholders shall state the purpose

or purposes for which the meeting is called, the place, date and hour of the

meeting and unless it is the annual meeting, shall indicate that it is being

issued by or at the direction of the person or persons calling the meeting.

Notice shall be given either personally or by mail to each shareholder entitled

to vote at such meeting, not less than ten nor more than fifty days before the

date of the meeting. If action is proposed to be taken that might entitle

shareholders to payment for their shares, the notice shall include a statement

of that purpose and to that effect. If mailed, the notice is given when

deposited in the United States mail, with postage thereon prepaid, directed to

the shareholder at his address as it appears on the record of shareholders, or,

if he shall have filed with the secretary a written request that notices to him

be mailed to some other address, then directed to him at such other address.

6. WAIVERS.

Notice of meeting need not be given to any shareholder who signs a

waiver of notice, in person or by proxy, whether before or after the meeting.

The attendance of any shareholder at a meeting, in person or by proxy, without

protesting prior to the conclusion of the meeting the lack of notice of such

meeting, shall constitute a waiver of notice by him.

7. QUORUM OF SHAREHOLDERS.

Unless the certificate of incorporation provides otherwise, the holders

of a majority of the shares entitled to vote thereat shall constitute a quorum

at a meeting of shareholders for the transaction of any business.

When a quorum is once present to organize a meeting, it is not broken

by the subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of

a quorum.

8. PROXIES.

Every shareholder entitled to vote at a meeting of shareholders or to

express consent or dissent without a meeting may authorize another person or

persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact.

No proxy shall be valid after expiration of eleven months from the date thereof

unless otherwise provided in the proxy. Every proxy shall be revocable at the

pleasure of the shareholder executing it, except as otherwise provided by law.

9. QUALIFICATION OF VOTERS.

Every shareholder of record shall be entitled at every meeting of

shareholders to one

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vote for every share standing in his name on the record of shareholders, unless

otherwise provided in the certificate of incorporation.

10. VOTE OF SHAREHOLDERS.

Except as otherwise required by statute or by the certificate of

incorporation which requires the affirmative vote of 70% or more.

(a) directors shall be elected by a plurality of the votes cast at a

meeting of shareholders by the holders of shares entitled to vote in the

election;

(b) all other corporate action shall be authorized by a majority of the

votes cast.

11. INSPECTORS AT SHAREHOLDERS' MEETINGS.

The board of directors, in advance of any shareholders' meeting, may

appoint one or more inspectors to act at the meeting or any adjournment thereof.

If inspectors are not so appointed, the person presiding at a shareholders'

meeting may, and on the request of any shareholder entitled to vote thereat

shall appoint one or more inspectors. In case any person appointed fails to

appear or act, the vacancy may be filled by appointment made by the board in

advance of the meeting or at the meeting by the person presiding thereat. Each

inspector, before entering upon the discharge of his duties, shall take and sign

an oath faithfully to execute the duties of inspector at such meeting with

strict impartiality and according to the best of his ability. The inspectors

shall determine the number of shares outstanding and the voting power of each,

the shares represented at the meeting, the existence of a quorum, the validity

and effect of proxies, and shall receive votes, ballots or consents, hear and

determine all challenges and questions arising in connection with the right to

vote, count and tabulate all votes, ballots or consents, determine the result,

and do such acts as are proper to conduct the election or vote with fairness to

all shareholders. On request of the person presiding at the meeting or any

shareholder entitled to vote thereat, the inspectors shall make a report in

writing of any challenge, question or matter determined by them and execute a

certificate of any fact found by them. Any report or certificate made by them

shall be prima facie evidence of the facts stated and of the vote as certified

by them.

ARTICLE III - DIRECTORS

1. BOARD OF DIRECTORS.

Subject to any provision in the certificate of incorporation the

business of the corporation shall be managed by its board of directors, each of

whom shall be at least 18 years of age and shall be shareholders.

2. NUMBER OF DIRECTORS.

The number of directors shall be eight (8). The number of directors may

be increased or decreased by action of a majority of the entire board subject to

the limitation that no

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decrease shall shorten the term of any incumbent director.

3. ELECTION AND TERM OF DIRECTORS.

The Board of Directors shall be divided into three classes, Class I,

Class II, and Class III which shall be as nearly equal in number as possible.

Each director shall serve for a term ending on the date of the third annual

meeting following the annual meeting at which such director was elected;

provided, however, that each initial director in Class I shall hold office until

the annual meeting of shareholders in 1985; and each initial director in Class

II shall hold office until the annual meeting of shareholders in 1986; and each

initial director in Class III shall hold office until the annual meeting of

stockholders in 1987. At each annual meeting of stockholders, the stockholders

shall elect directors of the class then terminating to hold office until the

third annual meeting thereafter.

4. NOMINATIONS FOR DIRECTORS.

Nominations for election to the Board of Directors may be made by the

Board of Directors or by any stockholder entitled to vote for the election of

directors. Nominations, other than those made by or on behalf of the existing

Board, shall be made in writing and shall be delivered or mailed to the

President not less than 14 days nor more than 50 days prior to any meeting of

stockholders called for the election of directors, provided, however, that if

less than 21 days' notice of the meeting is given to shareholders, such

nomination shall be mailed or delivered to the President not later than the

close of business on the seventh day following the day on which the notice of

meeting was mailed. Such notification shall contain the following information to

the extent known to the notifying shareholder: (a) the name and address of each

proposed nominee; (b) the principal occupation of each proposed nominee; (c) the

total number of shares of capital stock that will be voted for each proposed

nominee; (d) the name and residence address of the notifying shareholders; and

(e) the number of shares of capital stock owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his discretion, be

disregarded by the chairman of the meeting, and upon his instructions, the

inspectors of election may disregard all votes cast for each such nominee.

5. NEWLY CREATED OR DECREASED DIRECTORSHIPS.

In the event of any increase or decrease in the authorized number of

directors (i) each director then serving as such shall nevertheless continue as

a director of the class of which he is a member until the expiration of his

current term, or his prior death, retirement, resignation or removal for cause,

(ii) the newly created or eliminated directorship resulting from such increase

or decrease shall be apportioned by the Board of Directors between the three

classes of directors so as to maintain such classes as nearly equal as possible,

and (iii) when the number of directors is increased by the board and any newly

created directorships are filled by the board, there shall be no classification

of the additional directors until the next annual meeting of stockholders.

6. REMOVAL OF DIRECTORS AND VACANCIES.

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a) Each director shall serve until his successor is elected and

qualified or until his death, retirement, resignation or removal for cause.

Should a vacancy occur or be created, whether arising through death, resignation

or removal for cause of a director or through an increase in the number of

directors of any class, such vacancy shall be filled by a majority vote of the

remaining directors of the class in which such vacancy occurs, or by the sole

remaining director of that class if only one such director remains, or by the

majority vote of the remaining directors of the other classes if there is no

remaining member of the class in which the vacancy occurs. A director so elected

to fill a vacancy shall serve until the next meeting of stockholders at which

the election of directors is in the regular order of business, and until his

successor has been duly elected and qualified.

b) Any director or the entire Board of Directors of the corporation may

be removed at any time, but only for cause. As used herein, "cause" shall mean

either (i) a felony conviction no longer subject to appeal; (ii) a final

adjudication of negligent or improper conduct in the performance of the

director's duty to the corporation; or (iii) a final order of removal from

office no longer subject to review, duly issued by the appropriate federal

banking agency.

7. RESIGNATION.

A director may resign at any time by giving written notice to the

board, the chairman, the president or the secretary of the corporation. Unless

otherwise specified in the notice, the resignation shall take effect upon

receipt thereof by the board or such officer, and the acceptance of the

resignation shall not be necessary to make it effective.

8. QUORUM OF DIRECTORS.

Unless otherwise provided in the certificate of incorporation, a

majority of the entire board shall constitute a quorum for the transaction of

business or of any specified item of business.

9. ACTION OF THE BOARD.

Unless otherwise required by law, the vote of a majority the directors

present at the time of the vote, if a quorum is present at such time, shall be

the act of the board. Each director present shall have one vote regardless of

the number shares, if any which he may hold.

10. PLACE AND TIME OF BOARD MEETINGS.

The board may hold its meetings at the office of the corporation or at

such other places, either within or without the State of New York, as it may

from time to time determine.

11. REGULAR ANNUAL MEETING.

A regular annual meeting of the board shall be on the day of the annual

meeting of shareholders or as soon thereafter as practicable.

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12. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

a) Regular meetings of the board may be held without notice at such

time and place as it shall from time to time determine. Special meetings of the

board shall be held upon notice to the directors and may be called by the

chairman upon three days notice to each director either personally or by mail or

by wire; special meetings shall be called by the chairman or by the secretary in

a like manner on written request of two directors. Notice of a meeting need not

be given to any director who submits a waiver of notice whether before or after

the meeting or who attends the meeting without protesting prior thereto or at

its commencement, the lack of notice to him.

b) A majority of the directors present, whether or not a quorum is

present, may adjourn any meeting to another time and place. Notice of the

adjournment shall be given all directors who were absent at the time of the

adjournment and, unless such time and place are announced at the meeting, to the

other directors.

13. CHAIRMAN.

At all meetings of the board, the chairman, or in his absence, the

president, shall preside.

14. EXECUTIVE AND OTHER COMMITTEES.

Examining and Audit Committee. There shall be an Examining Committee

composed of not fewer than three independent Directors who are and were not also

employees nor officers of the company within the past twelve months, nor

beneficial owners of ten percent or more of the stock of the company within the

past year. They shall be appointed by the Board annually or more often. The

duties of the committee shall be described in the Audit Charter. The Committee

may, at its option, retain counsel independently of the Board of Directors.

(as amended November 22, 1993)

The board, by resolution adopted by a majority of the entire board, may

designate from among its members an executive committee and other committees,

each consisting of three or more directors. Each such committee shall serve at

the pleasure of the board.

15. COMPENSATION.

No compensation shall be paid to directors, as such, for their

services, but by resolution of the board a fixed sum and expenses for actual

attendance, at each regular or special meeting of the board may be authorized.

Nothing herein contained shall be construed to preclude any director from

serving the corporation in any other capacity and receiving compensation

therefor.

ARTICLE IV - OFFICERS

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1. OFFICES, ELECTION, TERM.

a) Unless otherwise provided for in the certificate of incorporation,

the board may elect or appoint a chairman, president, one or more

vice-presidents, a comptroller, a secretary and a treasurer, and such other

officers as it may determine, who shall have such duties, powers and functions

as hereinafter provided.

b) All officers shall be elected or appointed to hold office until the

meeting of the board following the annual meeting of shareholders.

c) Each officer shall hold office for the term for which he is elected

or appointed and until his successor has been elected or appointed and

qualified.

2. REMOVAL, RESIGNATION, SALARY, ETC.

a) Any officer elected or appointed by the board may be removed by the

board with or without cause.

b) In the event of the death, resignation or removal of an officer, the

board in its discretion may select or appoint a successor to fill the unexpired

term.

c) Any two or more offices may be held by the same person, except the

offices of chairman and secretary or president and secretary.

d) The salaries of all officers shall be fixed by the board.

e) The directors may require any officer to give security for the

faithful performance of his duties.

3. CHAIRMAN.

The chairman shall preside at all meetings of the shareholders and of

the board.

(as amended January 25, 1988)

4. PRESIDENT.

The Board of Directors shall appoint one of its members to be

President. In the absence of the chairman, he shall preside at any meeting of

the Board. The president shall be the chief executive officer and have general

executive and administrative powers. He shall manage the business of the

corporation and shall see that all orders and resolutions of the board are

carried into effect. He shall have and may exercise any and all other powers and

duties pertaining by law, regulation, or practice, to the office of president,

or imposed by these Bylaws. He shall also have and may exercise such further

powers and duties as from time to time may be conferred upon, or assigned to him

by the Board of Directors.

(as amended January 25, 1988)

5. VICE-PRESIDENTS.

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During the absence or disability of the president, the vice-president,

or if there are more than one, the executive vice-president, shall have all the

powers and functions of the president. Each vice-president shall perform such

other duties as the board shall prescribe.

6. SECRETARY.

The secretary shall:

a) attend all meetings of the board and of the shareholders;

b) record all votes and minutes of all proceedings in a book to be kept

for that purpose;

c) give or cause to be given notice of all meetings of shareholders and

of special meetings of the board;

d) keep in safe custody the seal of the corporation and affix it to any

instrument when authorized by the board;

e) when required, prepare or cause to be prepared and available at each

meeting of shareholders a certified list in alphabetical order of the

names of shareholders entitled to vote thereat, including the number of

shares of each respective class held by each;

f) keep all the documents and records of the corporation as required by

law or other wise in a proper and safe manner.

g) perform such other duties as may be prescribed by the board.

7. ASSISTANT-SECRETARIES.

During the absence or disability of the secretary, the

assistant-secretary, or if there are more than one, the one so designated by the

secretary or by the board, shall have all the powers and functions of the

secretary.

8. TREASURER.

The treasurer shall:

a) have the custody of the corporate funds and securities.

b) keep full and accurate accounts of receipts and disbursements

in the corporate books;

c) deposit all money and other valuables in the name and to the

credit of the corporation in such depositories as may be

designated by the board;

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d) disburse the funds of the corporation as may be ordered and

authorized by the board and preserve proper vouchers for such

disbursements;

e) render to the chairman, president and board at the regular

meetings of the board, or whenever they require it, an account

of all his transactions as treasurer and of the financial

condition of the corporation;

f) render a full financial report at the annual meeting of the

shareholders if so' requested,

g) be furnished by all corporate officers and agents at his

request with such reports and statements as he may require as

to all financial transactions of the corporation;

h) perform such other duties as are given to him by these by-laws

or as from time to time are assigned to him by the board or

the president.

9. ASSISTANT-TREASURER.

During the absence or disability of the treasurer, the

assistant-treasurer, or if there are more than one, the one so designated by the

secretary or by the board, shall have all the powers and functions of the

treasurer.

10. SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the

corporation shall execute to the corporation a bond in such sum and with such

surety or sureties as the board may direct, conditioned upon the faithful

performance of his duties to the corporation and including responsibility for

negligence and for the accounting for all property, funds or securities of the

corporation which may come into his hands.

ARTICLE V - CERTIFICATES FOR SHARES

1. CERTIFICATES.

The shares of the corporation shall be represented by certificates.

They shall be numbered and entered in the books of the corporation as they are

issued. They shall exhibit the holder's name and the number of shares and shall

be signed by the chairman, president or a vice-president and the treasurer or

the secretary and shall bear the corporate seal.

2. LOST OR DESTROYED CERTIFICATES.

The board may direct a new certificate or certificates to be issued in

place of any certificate or certificates theretofore issued by the corporation,

alleged to have been lost or destroyed, upon the making of an affidavit of that

fact by the person claiming the certificate to be lost or destroyed. When

authorizing such issue of a new certificate or certificates, the

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board may, in its discretion and as a condition precedent to the issuance

thereof, require the owner of such lost or destroyed certificate or

certificates, or his legal representative, to advertise the same in such manner

as it shall require and/or give the corporation a bond in such sum and with such

surety or sureties as it may direct as indemnity against any claim that may be

made against the corporation with respect to the certificate alleged to have

been lost or destroyed.

3. TRANSFER OF SHARES.

a) Upon surrender to the corporation or the transfer agent of the

corporation of a certificate for shares duly endorsed or accompanied by proper

evidence of succession, assignment or authority to transfer, it shall be the

duty of the corporation to issue a new certificate to the person entitled

thereto, and cancel the old certificate; every such transfer shall be entered on

the transfer book of the corporation which shall be kept at its principal

office. No transfer shall be made within ten days next preceding the annual

meeting of shareholders.

b) The corporation shall be entitled to treat the holder of record of

any share as the holder in fact thereof and, accordingly, shall not be bound to

recognize any equitable or other claim to or interest in such share on the part

of any other person whether or not it shall have express or other notice

thereof, except as expressly provided by the laws of New York.

4. CLOSING TRANSFER BOOKS.

The board shall have the power to close the share transfer books of the

corporation for a period of not more than ten days during the thirty day period

immediately preceding (1) any shareholders' meeting, or (2) any date upon which

shareholders shall be called upon to or have a right to take action without a

meeting, or (3) any date fixed for the payment of a dividend or any other form

of distribution, and only those shareholders of record at the time the transfer

books are closed, shall be recognized as such for the purpose of (1) receiving

notice of or voting at such meeting, or (2) allowing them to take appropriate

action, or (3) entitling them to receive any dividend or other form of

distribution.

ARTICLE VI - DIVIDENDS

Subject to the provisions of the certificate of incorporation and to

applicable law, dividends on the outstanding shares of the corporation may be

declared in such amounts and at such time or times as the board may determine.

Before payment of any dividend, there may be set aside out of the net profits of

the corporation available for dividends such sum or sums as the board from time

to time in its absolute discretion deems proper as a reserve fund to meet

contingencies, or for equalizing dividends, or for repairing or maintaining any

property of the corporation, or for such other purpose as the board shall think

conducive to the interest of the corporation, and the board may modify or

abolish any such reserve.

ARTICLE VII - CORPORATE SEAL

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The seal of the corporation shall be circular in form and bear the name

of the corporation, the year of its organization and the words "Corporate Seal,

New York". The seal may be used by causing it to be impressed directly on the

instrument or writing to be sealed, or upon adhesive substance affixed thereto.

The seal on the certificates for shares or on any corporate obligation for the

payment of money shall be a facsimile, engraved or printed.

ARTICLE VIII - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or

countersigned, executed, verified or acknowledged by such officer or officers or

other person or persons as the board may from time to time designate.

ARTICLE IX - FISCAL YEAR

The fiscal year shall begin the first day of January in each year.

ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these by-laws shall

include all amendments thereto or changes thereof unless specifically excepted.

ARTICLE XI - INDEMNIFICATION OF OFFICERS AND DIRECTORS

Subject to conditions and qualifications set forth in the Business

Corporation Law of the State of New York, the corporation shall indemnify any

person, made a party to an action by or in the right of the corporation to

procure a judgment in its favor by reason of the fact that he (or she), his (or

her) testator or intestate, is or was a director or officer of the corporation,

against the reasonable expenses, including attorneys' fees, actually and

necessarily incurred by him in connection with the defense of such action, or in

connection with an appeal therein, except in relation to matters as to which

such director or officer is adjudged to have breached his duty to the

corporation, as such duty is defined in Section 717 or Section 715(h) of the

Business Corporation Law. Subject to the conditions and qualifications set forth

in the Business Corporation Law of the State of New York, the corporation shall

also indemnify any person, made, or threatened to be made, a party to an action

or proceeding other than one by or in the right of the corporation to procure a

judgment in its favor, whether civil or criminal, including an action by or in

the right of any other corporation, domestic or foreign, which he served in any

capacity at the request of the corporation by reason of the fact, that he (or

she), his (or her) testator or intestate was a director or officer of the

corporation or served it in any capacity against judgments, fines, amounts paid

in settlement, and reasonable expenses, including attorney's fees actually and

necessarily incurred as a result of such action or proceeding, or any appeal

therein, if such director or officer acted, in good faith, for a purpose which

he reasonably believed to be in the best interests of the corporation and, in

criminal actions or proceedings, in addition, had

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no reasonable cause to believe that his conduct was unlawful.

ARTICLE XII - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

a) Except as otherwise provided in the certificate of incorporation the

by-laws may be amended, repealed or adopted by vote of the holders of the shares

at the time entitled to vote in the election of any directors. By-laws may also

be amended, repealed or adopted by the board but any by-law adopted by the board

may be amended by the shareholders entitled to vote thereon as hereinabove

provided.

b) If any by-law regulating an impending election of directors is

adopted, amended or repealed by the board, there shall be set forth in the

notice of the next meeting of shareholders for the election of directors the

by-law so adopted, amended or repealed, together with a concise statement of the

changes made.

 

 

Article II, Paragraph 2 of the by-laws of Suffolk Bancorp has been amended and restated to read as follows:

2.

ANNUAL MEETING

The annual meeting of the shareholders, for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held on such date and at such time as may be fixed by resolution of the board of directors. The board of directors acting by resolution may postpone and reschedule any previously scheduled annual meeting of shareholders.

 

[As Filed: 03-30-2012]