Exhibit 3.1
RESTATED
ARTICLES OF INCORPORATION
OF
CITIZENS BANCORP OF VIRGINIA, INC.
The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of Virginia, states as follows:
ARTICLE I
NAME
The name of the Corporation is CITIZENS BANCORP OF VIRGINIA, INC.
ARTICLE II
CAPITAL STOCK
Paragraph A.
The aggregate number of shares of stock which the Corporation shall have the authority to issue and the par value per share is as follows:
Number of
Class
Shares
Par Value
Common Stock
2,500,000
$ 0.50
Paragraph B.
Each stockholder entitled to vote in accordance with the terms and provisions of the Articles of Incorporation and the By-laws of the corporation shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder. Cumulative voting of shares of stock shall not be permitted.
Paragraph C.
All elections for directors shall be by plurality vote; all other questions shall be decided by majority vote of the stockholders present, provided a quorum of stockholders is present, and except as otherwise provided by Article VIII of these Articles of Incorporation or the laws of the Commonwealth of Virginia.
ARTICLE III
REGISTERED AGENT
The name of the Corporation’s initial registered agent is Wayne A. Whitham, Jr., who is a resident of Virginia, and a member of the Virginia State Bar, and whose business address is the same as the address of the initial registered office of the Corporation.
ARTICLE IV
REGISTERED OFFICE
The initial registered office of the Corporation shall be located in the City of Richmond, Virginia, and the post office address of the initial registered office of the Corporation is Two James Center, 1021 East Cary Street, Seventeenth Floor, Post Office Box 1320, Richmond, Virginia 23218-1320.
ARTICLE V
PREEMPTIVE RIGHTS
In case of issuance of additional capital stock of the Corporation of any class other than by way of a stock dividend, the new shares shall be offered for subscription to the holders of record of all shares of stock (of whatever class) at the time outstanding, in proportion to the number of shares of stock (of whatever class) held by them respectively, by mailing, first class postage paid, to such holders, at their respective addresses as shown on the books of the Corporation, transferable subscription rights exercisable at any time on or before thirty days from the date of such mailing. If at the expiration of such subscription rights, any of the new shares have not been subscribed for, such shares may be issued and sold at such price, not less than the par value thereof, to such persons and on such terms as the Board of Directors may determine.
ARTICLE VI
BOARD OF DIRECTORS
Except as otherwise provided by Article VIII, the Board of Directors shall have the power to define the duties of the officers of the Corporation, to regulate the manner in which election of Directors shall be held, and to appoint judge of the elections; to make all by-laws that it may be proper for them to make, not inconsistent with the law and the Articles of Incorporation of this Corporation, for the general regulation of the business of the Corporation and the management of its affairs, and generally to do and perform all acts that it may be legal for a Board of Directors to do and perform according to law and within the limits of the said Articles of Incorporation.
ARTICLE VII
SPECIAL MEETINGS OF SHAREHOLDERS
Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the Board of Directors or by the holders of at least ten percent (10%) of the then outstanding shares of any class. Every such special meeting shall be called by mailing, not less than ten days before the time fixed for the meeting, to all shareholders of record entitled to act and vote at such meeting, at their respective addresses as
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shown on the books of the Corporation, a notice stating the purpose of the meeting. Such notice may be waived in writing.
ARTICLE VIII
BUSINESS COMBINATIONS
A.
For the purposes of this Article VIII:
The term “person” shall mean any individual, partnership, firm, corporation or other entity, including a subsidiary of the corporation.
The term “Business Combinations” shall mean the following transactions:
(i)
any merger or consolidation of the Corporation or a subsidiary thereof with any person;
(ii)
any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or series of transactions), to or with any person, of substantially all of the assets of the Corporation or a subsidiary thereof, whether or not in the ordinary course of business;
(iii)
the issuance by the Corporation (in one transaction or a series of transactions) of any securities of the Corporation to any person who is the beneficial owner of more than 20% of the voting power of the outstanding shares of capital stock, or his assignee or successor, including anyone who directly or indirectly owns or has the right to acquire the said stock, except in the situation where the transaction has been approved by a majority of the members of the Board of Directors who are not affiliated with such beneficial owner, his successors or assigns. This provision shall not be construed to deny any person the preemptive right of shareholders to acquire unissued shares of the Corporation;
(iv)
the adoption of any plan or proposal for the liquidation or dissolution of the Corporation; or
(v)
any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation with a subsidiary or any other transaction which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of a beneficial owner who is defined in part (iii) above.
B.
Business Combinations shall require the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of capital stock of the Corporation entitled to vote thereon. Such affirmative vote shall be required, not withstanding the fact that no vote may be required or that a lesser percentage vote may be specified, by law, by the By-laws of this Corporation, or other provisions of these Articles of Incorporation, or otherwise.
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C.
The Board of Directors of the Corporation when evaluating any Business Combination may give due consideration to all relevant factors, including, without limitation, the social and economic effects on the employees, customers and other constituents of the Corporation and its subsidiaries, and on the communities in which the Corporation and its subsidiaries operate or are located.
D.
This Article may not be repealed or amended, nor may any provision inconsistent with it be adopted except by the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of capital stock of the Corporation.
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