Item 5.03 Amendment to Articles of Incorporation or ByLaws; Change in Fiscal Year
Effective October 29, 2009, the Board of Directors of Smithtown Bancorp,
Inc. adopted an amendment to the ByLaws of Smithtown Bancorp, Inc.
effecting the Audit Committee Charter and the Governance and Nominating
Committee Charter. Smithtown Bancorp, Inc. (the "Bancorp") is a one-bank
holding company. Its banking subsidiary is Bank of Smithtown. The Audit
Committee of the Board of Directors of Bank of Smithtown serves as the
audit committee for the Bancorp. The charter of the Audit Committee was
amended to add (i) that all members of the committee must also be
"independent of management" as such term is defined in pertinent legal
and/or regulatory standards, (ii) that the determination of whether a
committee member is an "independent director", an "audit committee
financial expert" and "independent of management" shall be made annually
by the Board of Directors based upon the recommendations of the
Governance and Nominating Committee, and (iii) that if one or more
employees of Bank of Smithtown is performing the internal audit
function, the employee(s) shall report to the Audit Committee regarding
audit matters and to the Chief Executive Officer of the Bank regarding
administrative matters. The charter of the Governance and Nominating
Committee of the Board of Directors of the Bancorp was amended to
include the responsibilities and authorization of that committee to
evaluate on an annual basis whether the directors serving on the Audit
Committee or who may serve on that committee are outside directors and
are independent of management and the criteria for making those
evaluations. The amendments were adopted to comply with recent
amendments to regulations of the Federal Deposit Insurance Corporation.
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