Exhibit 3.1
ARTICLES OF INCORPORATION
OF
HOMELAND BANKSHARES CORPORATION
(as amended through April 25, 1995)
ARTICLE I
(as amended through December 31, 1994)
The name of the corporation is Homeland Bankshares Corporation.
ARTICLE II
The period of the duration of the corporation shall be perpetual.
ARTICLE III
The purpose for which the corporation is organized is to have unlimited
power to engage in, and to do any and all lawful acts concerning any or all
lawful businesses for which corporations may be organized under the
provisions of Chapter 496A of the 1981 Code of Iowa.
ARTICLE IV
(as amended through April 25, 1995)
The aggregate number of shares which the corporation is authorized to
issue is twenty-five million (25,000,000) shares of common stock at a par
value of twelve and one-half dollars ($12.50) per share. All stock shall be
issued for not less than par and at such times and with such provisions as
the Board of Directors may authorize. No certificate of stock shall be
issued until the shares represented thereby shall have been paid for in full
as provided by law. Each share of common stock shall be entitled to one vote
at all shareholders meetings, to be cast only by the registered owner thereof
as shown by the corporation's stock records, or his duly authorized
representative by written proxy previously deposited with the secretary.
Fractional votes shall not be cast or counted. Each share of each series of
stock shall have equal rank, rights and priority with each other shares of
the same series. No shareholder shall have a pre-emptive right to acquire
any unissued shares of the corporation or securities convertible into such
shares or carrying a right to subscribe to or acquire shares.
All stock must be transferred by surrender to the company, at its
principal office, of the stock certificates, duly endorsed by the registered
holder; whereupon, the transferee will be promptly registered as the owner of
said stock on the records of the corporation and a certificate to such effect
will be promptly issued to him. No transfer not thus made and registered on
the company's books shall in any manner affect the corporation, and no
persons not thus registered as the owner shall have, as to the corporation,
any rights of a stockholder to notice, payment, voting rights or otherwise;
and no transfer shall be registered until all liens, if any, on the shares to
be transferred have been or are currently paid.
The corporation shall have a lien on all stock for any obligation owing
to it by the registered shareholder. Upon maturity of any such obligation,
the pledge may be enforced as a foreclosure of a pledge, and in such event,
the certificates of stock representing the said shares shall stand cancelled,
without surrender and a new certificate shall be issued to the purchaser upon
such foreclosure.
ARTICLE V
The address of the initial registered office of the corporation is 100
East Park Avenue, Waterloo, Iowa, and the name of its initial registered
agent at such address is R. Scott Fetner.
ARTICLE VI
The number of directors constituting the initial Board of Directors is
four (4), and the names and addresses of the persons who are to serve as
directors until the first annual meeting of shareholders, or until their
successors are elected and shall qualify, are:
Name Address
---- -------
W. Louis Beecher 206 Crestview, Waterloo, Iowa 50701
R. Scott Fetner 3531 Kingswood Place, Waterloo, Iowa 50701
William C. Langlas 215 Pauline Place, Waterloo, Iowa 50701
Robert J. McCoy 310 Russell Road, Waterloo, Iowa 50701
ARTICLE VII
The officers of the corporation, who need not be shareholders or
directors, shall consist of a Chairman, President, Secretary and Treasurer.
The offices of Secretary and Treasurer may be combined and filled by one
person. The officers shall be selected by the directors immediately following
the annual stockholders meeting. Any vacancy occurring in any office shall
be filled by the Board of Directors.
ARTICLE VIII
The name and address of the incorporator is R. Scott Fetner, 3531
Kingswood Place, Waterloo, Iowa 50701.
ARTICLE IX
The private property of all stockholders and officers of the corporation
shall be and remain exempt from all corporate debts, and this article shall
in no event be amended.
ARTICLE X
(as amended December 2, 1992)
Each article of these Articles of Incorporation, except Article IX, may
be amended at any stockholders' meeting by a favorable vote of a majority (or
such other percentage as may be required by law or these Articles of
Incorporation) of all stock outstanding.
ARTICLE XI
The Board of Directors of this corporation shall have the power to
enact, rescind, and amend bylaws which it deems necessary for the proper
conduct, operation and control of the affairs of the corporation.
ARTICLE XII
The date on which the corporate existence shall begin shall be the 22nd
day of July, 1981.
ARTICLE XIII
(as adopted December 1, 1987)
SECTION 13.1. A director of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director, except for liability (a) for any breach of
the director's duty of loyalty to the corporation or its shareholders, (b)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law, (c) for a transaction from
which the director derives an improper personal benefit, or (d) under Section
496A.44 of the Iowa Business Corporation Act. If the Iowa Business
Corporation Act is hereafter amended to authorize corporate action further
eliminating or limiting personal liability of directors, then the liability
of a director of the corporation shall be eliminated or limited to the
maximum extent permitted by the Iowa Business Corporation Act, as so amended,
automatically and without any further action by the corporation or its
shareholders. Any repeal or modification of the provisions of this Section
13.1 by the shareholders of the corporation shall be prospective only and
shall not adversely affect any limitation on the personal liability, or any
other right or protection of a director of the corporation with respect to
any state of facts existing at or prior to the time of such repeal or
modification.
SECTION 13.2. The corporation shall indemnify and advance expenses to
any person who was or is a party or witness, or is threatened to be made a
party or witness, or is involved in any threatened, pending or completed
claim, action, suit or proceeding, whether civil, criminal, administrative or
investigative (including a grand jury proceeding) by reason of the fact that
he or she, or a person of whom he or she is a legal representative, is or was
a director or officer of the corporation or while a director or officer of
the corporation was serving at the request of the corporation as a director,
officer, employee, agent, partner or trustee (or in a similar position) of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, to the
maximum extent it is empowered to indemnify and advance expenses by the Iowa
Business Corporation Act and any other applicable law, as the same exist or
may hereafter be amended or changed (but, in the case of any such amendment
or change, only to the extent that such amendment or change empowers the
corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to such amendment or change), against all
costs, charges, expenses (including attorneys' fees), judgments, fines
(including ERISA excise taxes or penalties) and amounts paid in a compromise
settlement actually and reasonably incurred by him or her in connection with
such claim, action, suit, or proceeding, or in connection with the appeal
thereof, provided, however, that except as provided in Section 13.3 of this
Article XIII with respect to proceedings seeking to enforce rights of
indemnification, no director or officer of the corporation shall be
indemnified or held harmless by the corporation against any amounts paid,
including expenses actually and necessarily incurred in connection therewith,
unless the Board of Directors of the corporation, by a majority vote of the
directors of the corporation who are not parties to such settlement, shall
first have approved the proposed settlement; and further provided, however,
that except as provided in Section 13.3 of this Article XIII, the corporation
shall indemnify any such person in connection with any claim, action, suit or
proceeding (or part thereof) by, on behalf, or in the interest of the
corporation initiated by such person only if the initiation of such claim,
action, suit, or proceeding (or part thereof) was authorized by the Board of
Directors. Approval or disapproval of any proposed compromise settlement by
the corporation shall not subject the corporation to any liability to or
require indemnification or reimbursement of any party who the corporation
would not otherwise have been required to indemnify or reimburse. The right
to indemnification conferred in this Section 13.2 shall be a contract right
and shall include the right to payment or reimbursement by the corporation of
the expenses incurred in connection with any such claim, action, suit or
proceeding in advance of its final disposition; provided, however, that the
payment or reimbursement of such expenses incurred by a director or officer
in advance of the final disposition of such suit, action or proceeding shall
be made only in a manner consistent with the Iowa Business Corporation Act.
SECTION 13.3. Any indemnification or advancement of expenses required
under this Article XIII shall be made promptly upon, and in any event within
thirty (30) days after, the written request of the person entitled thereto.
If the corporation denies a written request for indemnity or advancement of
expenses, in whole or in part, or if payment in full pursuant to such request
is not made within thirty (30) days of the date such request is received by
the corporation, the person seeking indemnification or advancement of
expenses as granted by this Article XIII may at any time within the
applicable statute of limitations bring suit against the corporation in any
court of competent jurisdiction to establish such person's right to indemnity
or advancement of expenses. Such person's costs and expenses incurred in
connection with successfully establishing his or her right to
indemnification, in whole or in part, in any such action or proceeding shall
also be indemnified by the corporation. It shall be a defense to any such
action (other than an action brought to enforce a claim for the advancement
of expenses pursuant to this Article XIII where the written affirmation of
good faith and undertaking to repay as required by the Iowa Business
Corporation Act have been received by the corporation) that the claimant has
not met the standard of conduct set forth in the Iowa Business Corporation
Act, but the burden of proving such defense shall be on the corporation.
Neither the failure of the corporation (including the Board of Directors,
independent legal counsel or the shareholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant
is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the Iowa Business Corporation Act, nor the
fact that there has been an actual determination by the corporation
(including the Board of Directors, independent legal counsel or the share-
holders) that the claimant has not met such applicable standard of conduct,
shall or create a presumption that the claimant has not met the applicable
standard of conduct.
SECTION 13.4. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article XIII shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office, provided, however, that in no event shall any such provision or
agreement provide indemnification to a person who was or is a director of the
corporation (a) for any breach of the director's duty of loyalty to the
corporation or its shareholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of the law,
(c) for a transaction from which the director derives an improper personal
benefit, or (d) under Section 496A.44 of the Iowa Business Corporation Act.
Such rights to indemnification and advancement of expenses shall continue as
to a person who has ceased to be a director, officer, employee or agent, and
shall inure to the benefit of the personal representatives, heirs, executors
and administrators of such a person. Any repeal or modification of the
provisions of these Sections 13.2, 13.3 or 13.4 of this Article XIII shall
not affect any obligations of the corporation or any rights regarding
indemnification and advancement of expenses of a director or officer with
respect to any threatened, pending or completed claim, action, suit or
proceeding for which indemnification or the advancement of expenses is
requested, in which the alleged cause of action accrued at any time prior to
such repeal or modification.
SECTION 13.5. The corporation may purchase and maintain insurance, at
its expense, to protect itself and 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 him or her and
incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the power to
indemnify him or her against such liability under the provisions of this
Article XIII, the Iowa Business Corporation Act or otherwise.
SECTION 13.6. If this Article XIII or any portion thereof shall be
invalidated on any grounds by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and officer of the
corporation as to expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement with respect to any claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative,
including, without limitation, a grand jury proceeding and any claim, action,
suit or proceeding by or in the right of the corporation, to the maximum
extent permitted by any applicable portion of this Article XIII that shall
not have been invalidated, by the Iowa Business Corporation Act or by any
other applicable Law.
SECTION 13.7. By action of the Board of Directors, the corporation may
provide in its Bylaws indemnification to employees and agents of the
corporation up to the full extent and effect as provided to directors and
officers by this Article XIII.
ARTICLE XIV
(as adopted December 2, 1992)
SECTION 14.1 The number of directors constituting the Board of
Directors shall not be less than four (4) or more than twenty (20). The
exact number of directors shall be determined, from time to time, by
resolution adopted by a majority of the entire Board or by resolution of the
shareholders at any meeting thereof. In the event that the number of
directors is increased by such a resolution, the vacancy or vacancies so
resulting may be filled only by a vote of the majority of the entire Board
for a term of office continuing only until the next annual meeting of the
shareholders, with the classification of such additional directorships to be
determined by the Board of Directors prior to such annual meeting. No
decrease in the number of directors shall have the effect of shortening the
term of any incumbent director. As used in this Section 14.1, the phrase
"entire Board" shall mean the entire membership of the Board of Directors,
excluding any vacancy occurring in the membership of the Board by reason of
an increase in the number of directors but including any vacancy occurring
other than as a result of an increase in the number of directors.
SECTION 14.2 The Board of Directors shall be divided into three
classes, each class to be as nearly equal in number as possible. Following
the adoption of this Article, the initial term of office of the directors
first chosen in each of the classes created hereby shall be as follows: the
term of office of the directors in Class I shall expire at the first annual
meeting of shareholders after their election or upon their successors having
been elected and qualified; the term of office of the directors in Class II
shall expire at the second annual meeting of shareholders after their
election or upon their successors having been elected and qualified; and the
term of office of the directors in Class III shall expire at the third annual
meeting of shareholders after their election or upon their successors having
been elected and qualified. At each annual meeting of shareholders
thereafter, directors elected to succeed those whose terms then expire shall
hold office until the third succeeding annual meeting of shareholders after
their election or until their successors shall have been elected and
qualified.
SECTION 14.3 Any vacancy occurring in the Board of Directors, other
than as a result of an increase in the number of directors, may be filled
only by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors. Directors elected to fill such
a vacancy shall hold office for the unexpired term of the class of which
their predecessor in office was a member.
SECTION 14.4 The affirmative vote of the holders of eighty percent
(80%) of the issued and outstanding shares shall be required to remove from
office any one or more directors; provided, however, nothing herein shall be
construed to require that any director be elected by more than the
affirmative vote of the majority of the issued and outstanding shares
represented at a duly called and held meeting of shareholders at which there
is a quorum.
SECTION 14.5 No amendment to the Articles of Incorporation of the
corporation shall amend, modify, or repeal any of the provisions of this
Article, unless such amendment shall receive the affirmative vote of the
holders of at least eighty percent (80%) of the issued and outstanding
shares.
ARTICLE XV
(as adopted December 2, 1992)
SECTION 15.1. In addition to any vote, concurrence, consent, or
approval by the Board of Directors or Shareholders required by the laws of
the State of Iowa or any other provision of these Articles of Incorporation
or otherwise, the affirmative vote, concurrence, consent, or approval of the
holders of at least eighty percent (80%) of the corporation's issued and
outstanding shares shall be required to authorize, adopt, or approve a
Covered Transaction, as herein defined.
SECTION 15.2. Upon the authorization, adoption, or approval of a
Covered Transaction, every Shareholder shall have the right to dissent from
the taking of such action and shall have the rights of a dissenting
Shareholder, as provided in Division XIII of the Iowa Business Corporation
Act, Iowa Code section 490.1301 et seq. as contained in the Code of Iowa
1991, and the "fair value" of such Shareholder's Shares to be determined
thereunder shall be no less than the greater of:
(a) The highest price per Share, including any commissions or fees to
brokers or dealers, paid by an Interested Person who or which is a
party, directly or indirectly, to a Covered Transaction in acquiring any
Shares which such Interested Person beneficially owns, directly or
indirectly;
(b) The highest asked price per Share quoted in the NASDAQ System or on any
stock exchange on which the Shares are listed during the twenty-four
(24) months immediately preceding the date such Interested Person became
a beneficial owner of five percent (5%) or more of the Shares; or
(c) The total Shareholders' equity per Share for the most recently ended
quarter of the fiscal year of the corporation prior to the date of the
Covered Transaction as reflected in the financial statements of the
corporation filed with the United States Securities and Exchange
Commission.
SECTION 15.3. This Article shall not apply to any Covered Transaction
if:
(a) The Board of Directors of the corporation, by duly adopted resolution,
shall have approved a memorandum of understanding with each Interested
Person who or which is a party to such Covered Transaction, with respect
thereto, prior to the time that each such Interested Person shall have
become a beneficial owner of five percent (5%) or more of the Shares; or
(b) The Covered Transaction has been approved by a resolution adopted by the
affirmative vote of seventy-five percent (75%) or more of the entire
membership of the Board of Directors of the corporation at any time
prior to the consummation of such Covered Transaction, provided that a
majority of the membership of the Board of Directors voting for the
approval of such transaction consists of Disinterested Directors.
SECTION 15.4. The following terms, as used in this Article, shall have
the following meanings, to wit:
(a) "Shares": the shares of the $12.50 par value stock of the corporation
issued and outstanding at the time of any determination thereof;
"Share": each single unit of the Shares; and "Shareholders": the
holders of the Share or Shares.
(b) "Person": any individual, estate, partnership, limited partnership,
corporation, association, group, syndicate, trust, or other person or
entity. When two or more Persons act in concert for the purpose of
acquiring, holding, or disposing of the Shares, such Persons together
shall be deemed to be a "Person."
(c) A "beneficial owner" of the Shares:
(1)(a) Any Person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, agreement, or
otherwise has or shares benefits substantially equivalent to
those of ownership, whether such Person owns the Shares of
record or not, including, without limiting the generality of
the foregoing, (i) voting power, which includes the power to
vote or to direct the voting of such Shares; and/or (ii)
investment power, which includes the power to dispose or to
direct the disposition of such Shares.
(b) Any Person who, directly or indirectly, creates or uses a
trust, proxy, power of attorney, pooling arrangement, or any
other contract, arrangement, or device with the purpose or
effect of divesting such Person of beneficial ownership of the
Shares or preventing the vesting of such beneficial ownership
shall be deemed for purposes of this Article to be the
beneficial owner of such Shares.
(2) A Person shall be deemed to be the beneficial owner of Shares if
that Person has the right to acquire beneficial ownership of such
Shares, including, without limiting the generality of the
foregoing, any right to acquire beneficial ownership (i) through
the exercise of any option, warrant, or right; (ii) through the
exercise of any conversion rights provided for in any other
security or document; (iii) pursuant to the power to revoke a
trust, discretionary account, or similar arrangement; or (iv)
pursuant to the automatic termination of a trust, discretionary
account, or similar arrangement.
(3) All Shares beneficially owned by a Person, regardless of the nature
or manner of such beneficial ownership, shall be aggregated in
calculating the number of Shares beneficially owned by such Person.
(d) "Equity Security": any stock or similar security; or any security
convertible, with or without consideration, into such a security, or
carrying any warrant or right to subscribe to or purchase such a
security; or any such warrant or right.
(e) "Control," "controlling," "controlled by," and "under common control
with": the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person,
whether through the ownership of securities, by contract, or otherwise.
(f) "Affiliate": 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.
(g) "Associate": (i) any corporation or organization of which the Person
specified is an officer, director, or partner or is, directly or
indirectly, the beneficial owner of ten percent (10%) or more of any
class of Equity Security, (ii) any trust or estate in which the Person
specified has a substantial beneficial interest or as to which such
Person serves as trustee or in a similar fiduciary capacity, and (iii)
any relative or spouse of the Person specified, or any relative of such
spouse, who has the same home as the Person specified or who is an
officer, director, or partner of or is, directly or indirectly, the
beneficial owner of ten percent (10%) or more of any class of Equity
Security of an Affiliate or Associate of the Person specified.
(h) An "Interested Person": any Person who or which beneficially owns,
directly or indirectly, whether of record or not, five percent (5%) or
more of the Shares, and all Associates and Affiliates of such Person.
(i) "Subsidiary": any corporation of which fifty percent (50%) or more of
any class of Equity Security is beneficially owned, directly or
indirectly, by the corporation.
(j) "Covered Transaction":
(1) Any consolidation of the corporation or any Subsidiary with any
Interested Person, or any merger of the corporation or a Subsidiary
into any Interested Person, or any merger of any Interested Person
into the corporation or a Subsidiary;
(2) Any sale, lease, exchange, mortgage, pledge, or other disposition
of all or any material or integral part of the property and assets,
with or without goodwill, of the corporation or any Subsidiary to
any Interested Person, whether in one transaction or a series of
transactions;
(3) Any issuance or transfer by the corporation or any Subsidiary of
any securities to any Interested Person;
(4) Any reclassification of securities, recapitalization, reverse stock
split, redemption, or other transaction (except repurchases by the
corporation of the Shares pursuant to voluntary sales by
Shareholders) designed to decrease or having the effect of
decreasing the number of Shareholders, other than an Interested
Person;
(5) The dissolution of the corporation and transfer during liquidation
of all or any material or integral part of the property and assets,
with or without goodwill, of the corporation or any Subsidiary to
any Interested Person;
(6) The receipt by any Interested Person from the corporation or any
Subsidiary of the benefit, directly or indirectly, of any loans,
contracts, management fees, employment contracts, leases, advances,
guarantees, pledges, tax credits, or other financial benefit,
except benefits received by such Interested Person as a Shareholder
in proportion to the shareholdings of such Person equally with all
other Shareholders; or
(7) Any substantial change in the method of conducting or the nature of
the business of the corporation or any Subsidiary brought about,
directly or indirectly, by an Interested Person.
(k) "Disinterested Director": any director of the corporation who is not an
Interested Person, directly or indirectly, a party to a Covered
Transaction, and who is not an Affiliate or Associate of such Interested
Person, and who has been a duly elected and active director of the
corporation since prior to the time such Interested Person became a
beneficial owner of five percent (5%) or more of the Shares.
SECTION 15.5. Decisions with respect to the interpretation and
application of this Article shall be made by the Disinterested Directors, and
a good faith decision by a majority of the Disinterested Directors shall be
controlling for all purposes of this Article. In the event there are no
Disinterested Directors, the interpretation and application of this Article
shall be referred by the corporation to the Iowa District Court in the county
in which the corporation has its principal office, and the decision of such
court shall be binding upon the corporation and all Shareholders.
SECTION 15.6. No amendment to the Articles of Incorporation of the
corporation shall amend, modify, or repeal any of the provisions of this
Article, unless such amendment shall receive the affirmative vote of the
holders of at least eighty percent (80%) of the Shares.