UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported) December 6, 2004
GOUVERNEUR BANCORP, INC.
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(Exact Name of Registrant as Specified in its Charter)
UNITED STATES 001-14910 04-3429966
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
42 Church Street, Gouverneur, New York 13642
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (315) 287-2600
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Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act. (17 CFR
204.14a-12).
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)).
[ ] Pre-commencement communications pursuant to Rule 13e-49(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
Section 5. Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
Amendment to Bylaws.
On December 6, 2004, the Board of Directors of the Company ratified and
approved an amendment to the Company's Bylaws (and those of its wholly owned
subsidiary, Gouverneur Savings and Loan Association and its mutual holding
company, Cambray Mutual Holding Company) to provide for indemnification of
officers and directors. Required regulatory approval to amend such Bylaws was
received from the Office of Thrift Supervision, the Bank's primary regulator.
The amendment consists of a new Article XI which provides that any
director, officer or employee of the Company serving as such on behalf of the
Company shall be indemnified, or held harmless, by the Company against any
expense, liability or loss incurred in connection with any action, suit or
proceeding brought against such director, officer or employee by reason of his
or her service to the Company. The text of the Company's Bylaws, as amended and
restated, is filed as Exhibit 3.2 to this report.
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits 3.2 Bylaws of Gouverneur Bancorp, Inc., as amended and
restated, as of December 6, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GOUVERNEUR BANCORP, INC.
Date: December 8, 2004 /s/ RICHARD F. BENNETT
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Richard F. Bennett
President and Chief Executive Officer
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Exhibit Index
No. Description
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3.2 Bylaws of Gouverneur Bancorp, Inc., as amended and
restated, as of December 6, 2004.
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