EXHIBIT 3A
ARTICLES OF INCORPORATION
OF
WEST ONE BANCORP
The undersigned, acting as incorporator under the Idaho Business Corporation
Act, adopts the following Articles of Incorporation:
ARTICLE I
The name of the corporation is West One Bancorp and its duration shall be
perpetual.
ARTICLE II
The purpose or purposes for which the corporation is organized are:
a. To engage in the business of acquiring, holding and disposing of shares
of, and controlling and managing, financial institutions including, without
limitation, banks, trust companies, mortgage companies, insurance companies,
savings and loan associations and finance companies.
b. To engage in the transaction of any or all lawful business for which
corporations may be organized under the Idaho Business Corporation Act.
ARTICLE III
The aggregate number of shares which the corporation shall have authority
to issue is 80,000,000, of which 5,000,000 shares shall be Cumulative Preferred
Stock, $1 par value, issuable in series, and 75,000,000 shares shall be Common
Stock, $1 par value. The preferences, limitations and relative rights of each
class of such shares shall be as follows:
Section A. Cumulative Preferred Stock
This Section A sets forth a description of the Cumulative Preferred Stock
and a statement of certain of the preferences, limitations and relative rights
in respect of the shares of the Cumulative Preferred Stock, together with a
statement of the authority vested in the board of directors of the corporation
to divide the Cumulative Preferred Stock into series, and to fix and determine
the relative rights and preferences of the shares of any series insofar as they
are not fixed herein.
Subsection 1. Dividends on Cumulative Preferred Stock and Junior Stock
The holders of the Cumulative Preferred Stock shall be entitled to receive,
when and as declared by the board of directors out of assets of the corporation
legally available for dividends, cumulative cash dividends at, but not
exceeding, the annual rate fixed for each particular series, payable quarterly
on the fifteenth day of January, April, July and October in each year. Such
dividends on the Cumulative Preferred Stock shall be payable before any
dividend on any junior stock (which term shall mean the Common Stock of the
corporation and any other class of stock of the corporation hereafter
authorized ranking junior to the Cumulative Preferred Stock as to dividends or
assets) shall be paid or set apart for payment. Dividends on each series of
the Cumulative Preferred Stock shall be cumulative from such date as may be
fixed for such series prior to the issue thereof. Arrearages in the payment
of dividends shall not bear interest.
In case dividends are not paid in full, the shares of all series of the
Cumulative Preferred Stock shall share ratably in the payment of dividends,
including accruals, if any, in proportion to the sums which would be payable
on said shares if all dividends were declared and paid in full.
As long as any of the Cumulative Preferred Stock remains outstanding, no
dividend whatever shall be paid or declared on any junior stock, nor shall any
distribution be made on any junior stock, other than a dividend payable in
junior stock, nor shall any shares of any junior stock be acquired for a
consideration by the corporation unless:
a. All dividends on the Cumulative Preferred Stock of all series for
all past quarterly dividend periods shall have been paid and the full dividends
thereon for the then current quarterly dividend period shall have been paid or
shall have been declared and a sum sufficient for the payment thereof set
apart; and
b. All amounts, if any, then or theretofore required to be paid or set
apart for the redemption or purchase of the Cumulative Preferred Stock of all
series (pursuant to any applicable sinking fund or redemption provision or
otherwise) shall have been paid or set apart.
Subject to the foregoing provisions, and not otherwise, such dividends
(payable in cash, stock or otherwise) as may be determined by the board of
directors may be declared and paid on any junior stock from time to time out
of the remaining funds of the corporation legally available for the payment of
dividends, and the Cumulative Preferred Stock shall not be entitled to
participate in any such dividends, whether payable in cash, stock or otherwise.
Subsection 2. Redemption
Subject to the provisions of each particular series respecting redemption
of such series, the corporation, at the option of the board of directors, may
redeem the whole or any part of the Cumulative Preferred Stock at any time
outstanding, or the whole or any part of any series thereof, at any time or
from time to time at the applicable redemption price or prices, together with
an amount equal to the dividends accrued thereon to the date of redemption.
In case of redemption of a part only of any series of the Cumulative
Preferred Stock at the time outstanding, the redemption may be either pro rata
or by lot. The board of directors shall have full power and authority to
prescribe the manner in which the drawings by lot or the pro rata redemption
shall be conducted and, subject to the provisions herein contained, the terms
and conditions upon which the Cumulative Preferred Stock shall be redeemed from
time to time.
Notice of any redemption of Cumulative Preferred Stock shall be given by the
corporation by mailing a copy of such notice at least 30 days prior to the date
fixed for such redemption to the holders of record of the Cumulative Preferred
Stock to be redeemed at their respective addresses appearing on the books of
the corporation, and the time of mailing such notice shall be deemed to be the
time of delivery thereof.
At any time after notice of redemption has been so given, the corporation
may, on a date specified in the notice of redemption, deposit with a bank or
trust company, named in such notice, doing business in Boise, Idaho, or in New
York, New York, and having capital, surplus and undivided profits of at least
$5,000,000, a sum sufficient to redeem the shares to be redeemed with
irrevocable instruction and authority to pay the redemption price to the
holders of such shares upon surrender of certificates therefor. Upon such
deposit, or, if no such deposit is made, upon the date of redemption (unless
the corporation shall default in payment of the moneys necessary for such
redemption), all shares with respect to which such notice of redemption was
given shall cease to be outstanding for any purpose, whether or not the
certificates for such shares shall have been surrendered for cancellation, and
all rights with respect to such shares shall thereupon cease and terminate,
except the right of the holders of the certificates for such shares to receive
the amount payable upon the redemption thereof, without interest, from said
bank or trust company, or from the corporation, if no such deposit is made, and
the right to exercise, on or before the date of redemption, any unexpired
privilege of conversion.
Any funds so deposited by the corporation which shall not be required for
such redemption because of the exercise of any privilege of conversion
subsequent to the time of such deposit shall be returned to the corporation
forthwith. Any interest on funds so deposited shall belong to the corporation
and shall be paid to it from time to time.
Subsection 3. Amounts Payable on Liquidation or Dissolution
In the event of any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, the holders of the Cumulative
Preferred Stock of each series then outstanding shall be entitled to receive
in cash out of the assets of the corporation, before any distribution or
payment shall be made to the holders of any junior stock, the full preferential
amount or amounts fixed for such series, plus in respect of each such share an
amount equal to the dividends accrued thereon to the date fixed for such
payment; provided that, if such assets available for the holders of the
Cumulative Preferred Stock of each series then outstanding shall be less than
the total amount all such holders would be so entitled to receive if all such
preferential amount or amounts and dividends were paid in full, then the
corporation shall, in lieu of making such payments in full to the holders of
the Cumulative Preferred Stock of each series then outstanding, make payments
to the holders of the Cumulative Preferred Stock of each series then
outstanding (in proportion to the respective amounts which would be payable on
account of such liquidation dissolution or winding up if all such payments were
paid in full) of an aggregate amount equal to such assets so available. If
such payment shall have been made in full to the holders of the Cumulative
Preferred Stock on voluntary or involuntary liquidation, dissolution or winding
up (or deposited to their accounts in a bank or trust company doing business
in Boise, Idaho, or New York, New York, and having capital, surplus and
undivided profits of at least $5,000,000 so as to be, and continue to be,
available for such holders), the remaining assets of the corporation shall be
distributed among the holders of junior stock, according to their respective
rights and preferences and in accordance with their respective holdings. For
the purposes of this Subsection 3, a consolidation or merger of the corporation
with any other corporation shall not be deemed, as such, to constitute a
liquidation, dissolution or winding up of the corporation, but any reorga-
nization of the corporation required by any court or administrative body in
order to comply with any provision of law shall be deemed to be an involuntary
liquidation, dissolution or winding up of the corporation unless the
preferences, limitations and relative rights in respect of the Cumulative
Preferred Stock are not adversely affected by such reorganization.
Subsection 4. Restrictions on Corporate Action
The consent of the holders of at least a majority of the Cumulative
Preferred Stock at the time outstanding, given in person or by proxy, either
in writing or at a meeting at which the Cumulative Preferred Stock shall vote
separately as a class, regardless of series, shall be necessary to effect or
validate any one or more of the following:
a. The authorization of any class of stock of the corporation ranking prior
to or on a parity with the Cumulative Preferred Stock as to dividends or in
liquidation, or any increase in the authorized amount of the Cumulative
Preferred Stock, or
b. The amendment, alteration or repeal of any of the provisions hereof
which have reference to the Cumulative Preferred Stock so as to materially and
adversely affect the rights or preferences of the Cumulative Preferred Stock;
provided, however, that no such consent shall be required in connection with
any reduction of the authorized amount of Cumulative Preferred Stock resulting
from a redemption, purchase, exercise of a conversion privilege or other
acquisition of Cumulative Preferred Stock by the corporation.
Subsection 5. Status of Redeemed, Purchased and Converted Shares
Except as otherwise required by law, all shares of the Cumulative Preferred
Stock redeemed, purchased, converted into other shares of the corporation, or
otherwise acquired by the corporation, shall be retired and shall not be
reissued. The corporation may, from time to time, take such appropriate
corporate action as may be necessary to reduce the authorized amount of the
Cumulative Preferred Stock accordingly.
Subsection 6. Sinking Funds
If in any case the amounts payable with respect to any requirements to
retire shares of the Cumulative Preferred Stock are not paid in full with
respect to all series for which such requirements exist, the number of shares
to be retired in each series shall be in proportion to the respective amounts
which would be payable on account of such requirements if all amounts payable
were paid in full.
Subsection 7. Issuance in Series
The Cumulative Preferred Stock may, from time to time, be divided into and
issued in series. All shares of the Cumulative Preferred Stock, regardless of
series, shall be identical with each other in all respects, except that each
series shall be distinctively designated and except as to the following
relative rights and preferences as to which there may be variations between the
different series:
a. The rate of dividend and the date from which dividends shall commence
to accrue.
b. The price at and the terms and conditions on which shares may be
redeemed, which may include a redemption price or scale of redemption prices
applicable only to redemption for a sinking fund (which term shall include any
fund or requirement for the periodic retirement of shares) and a different
redemption price or scale of redemption prices applicable to any other
redemption.
c. The amount payable upon shares in the event of the voluntary or
involuntary liquidation, dissolution or winding up of the corporation. Such
amount shall not be more than the par value of the shares plus any additional
amount of surplus transferred or to be transferred to stated capital in respect
of the shares upon the issuance thereof.
d. Sinking fund provisions, if any, for the redemption or purchase of
shares.
e. The terms and conditions, if any, on which shares may be converted.
f. Voting rights, if any, in addition to the rights provided in Subsection
4 of this Section A.
The board of directors is hereby expressly vested with authority to divide
the Cumulative Preferred Stock into series and, within the limitations herein
and by law provided, by resolution prior to the issue of any shares of a
series, to distinctively designate the series and to fix and determine the
relative rights and preferences of the shares of any series so established.
Section B. Common Stock
Except for and subject to those rights expressly granted in Section A of
this Article III to the holders of the Cumulative Preferred Stock, or except
as may be provided by law, the holders of the Common Stock shall have all other
rights of shareholders, including, but not by way of limitation: (1) voting
power for all purposes and the right to all notices of meetings or of other
corporate actions, (2) the right to receive dividends when and as declared by
the board of directors out of assets legally available therefor, and (3) in the
event of any distribution of assets upon liquidation, dissolution or winding
up of the corporation or otherwise, the right to receive all the assets of the
corporation remaining after payment to the holders of the Cumulative Preferred
Stock of the specific amounts which they are entitled to receive upon such
liquidation, dissolution or winding up of the corporation, as provided in Sec-
tion A of this Article III.
ARTICLE IV
No shareholder of the corporation shall, by reason of his holding shares of
any class, have any preemptive or preferential rights to purchase or subscribe
to any shares of the corporation now or hereafter to be authorized, or any
other securities convertible into or carrying a right to subscribe to or
acquire shares of any class now or hereafter to be authorized (whether or not
the issuance of any such shares or other securities would adversely affect the
dividend or voting rights of such shareholder) other than such rights, if any,
as the board of directors in its discretion from time to time may grant and at
such price as the board of directors may fix; and the corporation may issue
unissued or treasury shares or any other securities convertible into or carry-
ing rights to subscribe to or acquire shares without offering any such shares
or other securities, either in whole or in part, to the existing shareholders.
ARTICLE V
Subject to the provisions of Article III, the corporation may purchase its
own shares to the extent of unreserved and unrestricted capital surplus
available therefor without a vote of the shareholders of the corporation upon
such terms and conditions as may be fixed by the board of directors of the
corporation.
ARTICLE VI
Subject to the provisions of Article III, the board of directors may from
time to time within the limitations herein and by law provided, but without a
vote of the shareholders, distribute to the holders of any class of shares of
the corporation out of its capital surplus, a portion of its assets, in cash
or property; provided that (i) no such distribution shall be made at a time
when the corporation is insolvent or when such distribution would render the
corporation insolvent, (ii) no such distribution shall be made to the holders
of any class of shares unless all cumulative dividends accrued on all preferred
or special classes of shares entitled to preferential dividends shall have been
fully paid, and (iii) no such distribution shall be made to the holders of any
class of shares which would reduce the remaining net assets of the corporation
below the aggregate preferential amount payable in event of involuntary
liquidation to the holders of shares having preferential rights to the assets
of the corporation in the event of liquidation.
ARTICLE VII
Each person who at any time is or shall have been a director or officer of
the corporation, including any director or officer who is or shall have been
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enter-
prise, and his heirs, executors and administrators, shall be indemnified by the
corporation against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement incurred by him in any such capacity or arising out
of his status as such, all in accordance with and to the full extent permitted
by the Idaho Business Corporation Act as in effect at the time of the adoption
of this Article or as amended from time to time. The foregoing right of
indemnification shall not be deemed a limitation on the power of the
corporation to indemnify any director, officer, employee, agent or other person
and shall not be deemed exclusive of other rights to which any such person may
be entitled in any capacity as a matter of law or under any bylaw, agreement,
vote of shareholders or directors, or otherwise. The corporation may, to the
full extent permitted by the Idaho Business Corporation Act as in effect at the
time of the adoption of this Article or as amended from time to time, purchase
and maintain insurance 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 or other enterprise against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability.
ARTICLE VIII
No person shall be eligible to serve on the board of directors who, on or
before the date of the next annual meeting of shareholders, shall have attained
the age of 70 years; provided that a director who attains the age of 70 years
may continue as a director until the next such annual meeting following his
70th birthday unless sooner removed from office as provided in the bylaws of
the corporation.
ARTICLE IX
The address of the initial registered office of the corporation is 101 South
Capitol Boulevard, Boise, Idaho, 83702, and the name of its initial registered
agent at such address is Dwight V. Board.
ARTICLE X
The number of directors of the corporation shall be as fixed by the bylaws
of the corporation but shall be not less than nine. The directors shall be
divided into three classes designated Class I, Class II and Class III, each
class to be as nearly equal in number as possible. The term of office of Class
I directors shall expire at the annual meeting of shareholders in 1986, that
of Class II directors at the annual meeting of shareholders in 1987 and that
of Class III directors at the annual meeting of shareholders in 1988. At each
annual meeting of shareholders beginning in 1986, the number of directors equal
to the number of the class whose term expires at the time of such meeting shall
be elected to hold office for a term expiring at the third succeeding annual
meeting of shareholders.
ARTICLE XI
The name and address of each incorporator is:
Name Address
Dwight V. Board 101 South Capitol Boulevard
Boise, Idaho 83702
ARTICLE XII
Section A. Definitions. For purposes of this Article XII:
(1) The term "Affiliate," used to indicate a relationship with a specified
person, shall mean a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified.
(2) The term "Beneficially Own," when used with respect to a person's
interest in shares of capital stock, shall mean that said person has or shares
(or has the right to acquire under any option, warrant, conversion right or
other right), directly or indirectly, the power to vote, the power to dispose
of, the power to direct the voting or disposition of, or the right to enjoy the
economic benefits of such shares.
(3) The term "Interested Person" shall mean any individual, corporation,
partnership, joint venture, company, trust, association or entity (including
any group of persons acting together) which, together with its Affiliates,
Beneficially Owns in the aggregate 20 percent or more of the outstanding shares
of capital stock of the corporation.
(4) The term "Substantial Assets" shall mean assets with a fair market
value in excess of 10 percent of the total assets of the corporation as
reported in the consolidated financial statements of the corporation as of the
end of its most recent fiscal year ending prior to the time the determination
is made.
(5) The term "Business Combination" shall mean (a) any merger or con-
solidation of the corporation or a subsidiary of the corporation with or into
an Interested Person (or an Affiliate of an Interested Person) or any merger
of an Interested Person (or an Affiliate of an Interested Person) into the
corporation or a subsidiary of the corporation, (b) any sale, lease, exchange,
transfer, encumbrance or other disposition of Substantial Assets either of the
corporation (including without limitation any securities of a subsidiary) or
of a subsidiary of the corporation, to an Interested Person (or an Affiliate
of an Interested Person), (c) the issuance of any securities of the corporation
or a subsidiary of the corporation to an Interested Person (or an Affiliate of
an Interested Person), (d) any reclassification, exchange of shares or other
recapitalization that would have the effect of increasing the proportion of
shares of Common Stock or other capital stock of the corporation or a
subsidiary of the corporation Beneficially Owned by an Interested Person and
(e) any agreement, contract or other arrangement providing for any of the fore-
going transactions.
(6) The term "Continuing Director" shall mean a director who was a member
of the board of directors of the corporation immediately prior to the time that
the Interested Person involved in a Business Combination became an Interested
Person and who is not the Interested Person or an Affiliate of the Interested
Person.
Section B. Approval Required for Certain Transactions.
In addition to any vote or approval required by law, any Business Combina-
tion shall require the affirmative vote of the holders of not less than 80 per-
cent of the outstanding shares of capital stock of the corporation which are
not Beneficially Owned by the Interested Person and its Affiliates involved in
the Business Combination; provided, however, that such 80 percent voting
requirement shall not apply if:
(1) The Business Combination is a merger, consolidation or exchange of
shares involving the corporation which provides for the conversion of the
shares of Common Stock of the corporation into cash, securities or other
property with a fair market value per share of Common Stock not less than the
highest per share consideration (appropriately adjusted for stock splits, stock
dividends and other like changes) paid or given by the Interested Person and
any of its Affiliates for any of their shares of Common Stock; or
(2) The Business Combination was approved by the board of directors of the
corporation; provided that a majority of the board of directors consisted of
Continuing Directors and at least two-thirds of the Continuing Directors voted
to approve the Business Combination.
Section C. Removal of Directors.
All or any number of the directors of the corporation may be removed at a
meeting called expressly for that purpose, but only for cause and only by the
affirmative vote of the holders of not less than 80 percent of the outstanding
shares of capital stock of the corporation which are not Beneficially Owned by
an Interested Person. Notwithstanding the foregoing, whenever the holders of
one or more series of Cumulative Preferred Stock or any other preferred stock
of the corporation shall have the right, voting separately as a class, to elect
one or more directors, the provisions of this Section C shall not apply with
respect to the director or directors elected by such holders.
Section D. Amendment of Bylaws.
The board of directors of the corporation shall have the power to alter,
amend or repeal the bylaws of the corporation or adopt new bylaws, provided
that the shareholders may adopt additional bylaws or amend or repeal bylaws
whether or not adopted by them by the affirmative vote of the holders of not
less than 80 percent of the outstanding shares of capital stock of the corpora-
tion which are not Beneficially Owned by an Interested Person.
Section E. Repeal and Amendment.
The provisions set forth in Article X or this Article XII may not be re-
pealed or amended in any respect unless such repeal or amendment is approved
by the affirmative vote of the holders of not less than 80 percent of the out-
standing shares of capital stock of the corporation which are not Beneficially
Owned by an Interested Person.
ARTICLE XIII
A director of the corporation shall have no personal liability to the corpo-
ration or its shareholders for monetary damages for breach of fiduciary duty
as a director; provided that this Article XIII shall not eliminate or limit the
liability of a director for:
a. Any breach of the director's duty of loyalty to the corporation or
its shareholders.
b. Acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law.
c. Any action for which liability is provided under Section 30-1-48,
Idaho Code.
d. Any transaction from which the director derived an improper personal
benefit.
e. Any act or omission occurring prior to the effective date of the
adoption of this Article XIII.
No repeal of or amendment to the foregoing provisions of this Article XIII
by the shareholders of the corporation shall adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or amendment.