ARTICLES OF
INCORPORATION OF
F & M NATIONAL CORPORATION
We do hereby associate to form a stock corporation under
the provisions of Chapter 1 of Title 13.1 of the Code of
Virginia, 1950, as amended, for the purposes and under the
corporate name hereinafter set forth.
ARTICLE I
Name
The name of the Corporation is to be F & M NATIONAL
CORPORATION.
ARTICLE II
Purpose
The purpose of the Corporation is to buy or otherwise
acquire, own and sell or otherwise dispose of shares of the
capital stock and other securities of other corporations. In
addition it shall have all of the other powers not forbidden by
law or required to be stated in these Articles of Incorporation.
ARTICLE III
Capital Stock
The total number of shares of capital stock which the
corporation shall be authorized to issue shall be 35,000,000
shares consisting of 30,000,000 shares of Common Stock of the par
value of $2.00 per share and 5,000,000 shares of Preferred Stock
without par value. The Board of Directors is authorized, subject
to the limitations prescribed by law and the provisions of this
Article III, to provide for the issuance of shares of preferred
stock in one or more series and to fix and determine the relative
rights and preference of the shares of any series so established.
No holder of shares of capital stock, either common or
preferred, of the corporation shall have any pre-emptive or
preferential right to subscribe to any unissued capital stock of
any class, and the unissued capital stock may be issued and
disposed of by the corporation to such person or persons and on
such terms and for such consideration as the Board of Directors,
in its absolute discretion, may deem advisable.
Preferred Stock. Authority is expressly vested in the
Board of Directors to divide the preferred stock into series and,
to fix and determine the relative rights and preferences of the
shares of any series so established and to provide for the
issuance thereof.
Prior to the issuance of any shares of a series of
preferred stock the Board of Directors shall establish such
series by adopting a resolution setting forth the designation and
number of shares of the series and the relative rights and
preferences thereof to the extent that variations are permitted
by law.
Common Stock. The holders of the common stock shall, to
the exclusion of the holders of any other class of stock of the
Corporation, have the sole and full power to vote for the
election of directors and for all other purposes without
limitation except only as otherwise provided in the certificate
of serial designation for a particular series of preferred stock,
and as otherwise expressly provided by the then existing statutes
of the Commonwealth of Virginia. The holders of the common stock
shall have one vote for each share of common stock held by them.
ARTICLE IV
Registered Office and Agent
The post office address of the initial registered office of
the Corporation shall be 115 North Cameron Street, Winchester,
Virginia 22601, said location being within the City of
Winchester, Virginia. The name of the initial registered agent
at such address is Wilbur M. Feltner, who is a resident of
Virginia and a Director of the Corporation, and whose business
office is the same as the registered office of the Corporation.
ARTICLE V
Directors
The initial Board of Directors shall be composed of five
persons.
ARTICLE VI
Duration
The period of the duration of the Corporation shall be
unlimited and perpetual.
ARTICLE VII
Indemnification of Directors and Officers
A. To the full extent that the Virginia Stock Corporation
Act, as it exists on the date hereof, including Section 13.1-
692.1 thereof, or may hereafter be amended, permits the
limitation or elimination of the liability of directors or
officers, a director or officer of the Corporation shall not be
liable to the Corporation or its stockholders for any monetary
damages in excess of One Dollar ($1.00).
B. To the full extent permitted and in the manner
prescribed by the Virginia Stock Corporation Act and any other
applicable law, the Corporation shall indemnify a director or
officer of the Corporation who is or was a party to any
proceeding by reason of the fact that he is or was such a
director or officer or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise. The Board of Directors is hereby
empowered, by majority vote of a quorum of disinterested
directors, to contract in advance to indemnify any director or
officer.
C. The Board of Directors is hereby empowered, by majority
vote of a quorum of disinterested directors, to cause the
Corporation to indemnify or contract in advance to indemnify any
person not specified in Section B of this Article who was or is a
party to any proceeding, by reason of the fact that he is or was
an employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, to the same
extent as if such person were specified as one to whom
indemnification is granted in Section B.
D. The Corporation may purchase and maintain insurance to
indemnify it against the whole or any portion of the liability
assumed by it in accordance with this Article and may also
procure insurance, in such amounts as the Board of Directors may
determine, on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise,
against any liability asserted against or incurred by such person
in any such capacity or arising from his status as such, whether
or not the Corporation would have power to indemnify him against
such liability under the provisions of this Article.
E. In the event there has been a change in the composition
of the majority of the Board of Directors after the date of the
alleged act or omission with respect to which indemnification is
claimed, any determination as to indemnification and advancement
of expenses with respect to any claim for indemnification made
pursuant to Section A of this Article shall be made by special
legal counsel agreed upon by the Board of Directors and the
proposed indemnitee. If the Board of Directors and the proposed
indemnitee are unable to agree upon such special legal counsel,
the Board of Directors and the proposed indemnitee each shall
select a nominee, and the nominees shall select such special
legal counsel.
F. The provisions of this Article shall be applicable to
all actions, claims, suits or proceedings commenced after the
adoption hereof, whether arising from any action taken or failure
to act before or after such adoption. No amendment, modification
or repeal of this Article shall diminish the rights provided
hereby or diminish the right to indemnification with respect to
any claim, issue or matter in any then pending or subsequent
proceeding that is based in any material respect on any alleged
action or failure to act prior to such amendment, modification or
repeal.
G. Reference herein to directors, officers, employees or
agents shall include former directors, officers, employees and
agents and their respective heirs, executors and administrators.
ARTICLE VIII
Miscellaneous
The Corporation shall have the power to enter into
partnership agreements with other corporations, whether organized
under the laws of Virginia or otherwise, or with any individual
or individuals. The Corporation shall have the further power to
guarantee or become surety in respect of the stock, bonds or
other securities and obligations of all other corporations,
partnerships, associations or individuals.
ARTICLE IX
SHAREHOLDER APPROVAL OF
CERTAIN TRANSACTIONS
An amendment of the Corporation's Articles of
Incorporation, a plan of merger or exchange, a transaction
involving the sale of all or substantially all of the
Corporation's assets other than in the regular course of
business, and a plan of dissolution shall be approved by a vote
of a majority of all votes entitled to be cast on such
transactions by each voting entitled to vote on the transaction
at a meeting in which a quorum of the voting group is present,
provided that the transaction has been approved and recommended
by at least two-thirds of the directors in office at the time of
such approval and recommendation. If the transaction is not so
approved and recommended, then the transaction shall be approved
by the vote of eighty percent (80%) or more of all votes entitled
to be cast on such transactions by each voting group entitled to
vote on the transaction.
Given under our hands this 25th day of April , 1995.
/s/
W. M. Feltner, President
ATTEST:
/s/
Alfred B. Whitt, Secretary
AMENDMENTS TO ARTICLES OF INCORPORATION:
1. Amendment made at the Annual Shareholders' Meeting held April
14, 1981, by removal of "3,000,000 shares" and substituting
"6,000,000" shares.
2. Amendment to Article III, Capital Stock, made at the Annual
Shareholders' Meeting held April 10, 1984, to provide for
preferred stock.
3. Amendment made at the Annual Shareholders' Meeting held April
14, 1987, to provide for an increase in the number of shares of
the common stock from 6,000,000 shares to 10,000,000 shares.
4. Amendment made at the Annual Shareholders' Meeting held April
12, 1988, striking the present Article VII and substituting the
above Article VII.
5. Amendment made at the Annual Meeting of Shareholders held
April 11, 1989, to provide for an increase in the number of
shares of common stock from 10,000,000 to 20,000,000.
6. Amendment made at the Annual Meeting of Shareholders' held
April 30, 1991, to add Article IX, "Shareholder Approval of
Certain Transactions".
7. Amendment made at the Annual Meeting of Shareholders' held
April 25, 1995, to amend Article III, first paragraph, to provide
for an increase in the number of shares of capital stock from
25,000,000 to 35,000,000 of which 30,000,000 will consist of
common stock and 5,000,000 of preferred stock.