EXHIBIT 4.1
RESTATED
ARTICLES OF INCORPORATION
OF
BRITTON & KOONTZ CAPITAL CORPORATION
FIRST: The name of the corporation is Britton & Koontz
Capital Corporation.
SECOND: The period of its duration is ninety-nine (99) years.
THIRD: The specific purpose or purposes for which the
corporation is organized stated in general terms are:
Primarily, to purchase, own and hold the stock of other
corporations, and to do every act and thing covered generally by the
denomination "holding corporation" or "holding company," and
especially to direct the operations of other corporations through the
ownership of stock therein; to purchase, subscribe for, acquire, own,
hold, sell, exchange, assign, transfer, create security interest in,
pledge or otherwise dispose of shares of the capital stock, or any
bonds, notes, securities or evidences of indebtedness created by any
other corporation or corporations organized under the laws of this
state or any other state or district or country, nation or government
and also bonds or evidences of indebtedness of the United States or
any other state, district, territory, dependency or country or
subdivision or municipality thereof; to issue in exchange therefor
shares of the capital stock, bonds, notes or other obligations of the
corporation and while the owner thereof to exercise all the rights,
powers and privileges of ownership including the right to vote on
any shares of stock; to promote, lend money to and guarantee the
bonds, notes, evidences of indebtedness, contracts or other
obligations of, and otherwise aid in any manner which shall be
lawful, any corporation or association of which any bonds, stocks or
other securities or evidences of indebtedness shall be held by or for
this corporation, or in which, or in the welfare of which, this
corporation shall have any interest, and to do any acts and things
permitted by law and designed to protect, preserve, improve or
enhance the value of any such bonds, stocks or other securities or
evidences of indebtedness or the property of this corporation.
And, to engage in such activities or businesses as may from time to
time be permitted by State or Federal statutes, regulations or
authorities, including, but not limited to, the business of acting as
agent or broker for insurance companies in soliciting and receiving
application for any and all types of insurance, collecting premiums
and doing such other business as may be delegated to agents or
brokers by such insurance companies and to conduct an insurance
agency and insurance brokerage business.
To do any and all things and exercise any and all powers, rights and
privileges which the corporation may now or hereafter be authorized
to do under the Mississippi Business Corporation Act.
FOURTH: The Corporation has authority to issue 3,000,000
shares of capital stock all of which shall be designated as common stock
with a par value of $10.00 per share.
FIFTH: The corporation will not commence business until
consideration of the value of at least $1,000 has been received for the
issuance of shares.
SIXTH: Britton & Koontz Capital Corporation shall have the
right to purchase its own shares to the extent of its unreserved and
unrestricted earned surplus and capital surplus available therefor.
SEVENTH: If any person, firm, or corporation, (herein referred to
as the Tender Offeror) or any person, firm, or corporation controlling the
Tender Offeror, controlled by the Tender Offeror, or under common
control with the Tender Offeror, or any group of which the Tender Offeror
or any of the foregoing persons, firms, or corporations are members, or
any other group controlling the Tender Offeror, controlled by the Tender
Offeror, or under common control with the Tender Offeror owns of record,
or owns beneficially, directly or indirectly, more than 10% of any class of
equity voting security of this Corporation with the Tender Offeror, then any
merger or consolidation of this corporation with the Tender Offeror, or any
sale, lease, or exchange of substantially all of the assets of this Corporation
or of the Tender Offeror to the other may not be effected under the laws of
Mississippi unless a meeting of the shareholders of this Corporation is held
to vote thereon and the votes of the holders of voting securities of this
Company representing not less than 80% of the votes entitled to vote
thereon, vote in favor thereof. As used herein, the term group includes
persons, firms, and corporations acting in concert, whether or not as a
formal group, and the term equity security means any share or similar
security; or any security convertible, with or without consideration, into
such a security, or carrying any warrant to subscribe to or purchase such a
security; or any such warrant or right. The foregoing provision is to
require a greater vote of shareholders than is required by Mississippi Code
of 1972 Section 79-3-145 (dealing with mergers and consolidations) and
Section 79-3-157 (dealing with sales, mortgages, etc. of assets outside the
ordinary course of business) and the provisions of this Article SEVENTH
shall not be amended, changed or repealed without a similar 80% vote of
the voting securities in this Corporation, which is a greater vote than
required by Mississippi Code of 1972 Section 79-3-117 (dealing with
amendments to these Articles of Incorporation).
EIGHTH: Pursuant to the provisions of Section 79-4-2.02(b)(4),
Miss. Code Ann. (1972), as Amended, the Directors of the Corporation
shall not be liable to the Corporation or its shareholders for money damages
for any action taken, or any failure to take action, as a Director, except
liability for: (a) the amount of a financial benefit received by a Director to
which he is not entitled; (b) an intentional infliction of harm on the
corporation or the shareholders; (c) a violation of Section 79-4-8.33, Miss.
Code Ann. (1972), as Amended; or (d) an intentional violation of criminal
law.
NINTH: The name and post office address of each incorporator is:
NAME STREET AND POST OFFICE ADDRESS
W. J. Feltus, Jr. 200 D'Evereaux Drive
P. O. Box 1067
Natchez, Mississippi 39120
Albert W. Metcalfe 108 Overton Road
Natchez, Mississippi 39120
TENTH: The Corporation shall have three classes of directors,
each class to be as nearly equal in number as possible, the term of office of
directors of the first class to expire at the first annual meeting of the
shareholders after their election, that of the second class to expire at the
second annual meeting after their election, and that of the third class to
expire at the third annual meeting after their election. At each annual
meeting after such classification, 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.
Directors shall be elected only at annual meetings of shareholders,
and any vacancy in the Board of Directors, however created, shall be filled
at the annual meeting succeeding the creation of such vacancy. If the
number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in
each class as nearly equal as possible, and any additional director of any
class elected to fill a vacancy resulting from an increase in such class shall
hold office for a term that shall coincide with the remaining term of that
class, but in no case will a decrease in the number of directors shorten the
term of any incumbent director.
No member of the Board of Directors may be removed, with or
without cause, except at a meeting called in accordance with the Bylaws
expressly for that purpose and except upon a vote in favor of such removal
of the holders of eighty percent (80%) of the shares then entitled to vote at
an election of directors; and in the event that less than the entire Board is to
be removed, no one of the directors may be removed if the votes cast
against his removal would be sufficient to elect him if then cumulatively
voted at an election of the class of directors of which he is a part.
The vote of shareholders required to alter, amend or repeal this
Article TENTH, or to alter, amend or repeal any other Article of the
Articles of Incorporation in any respect which would or might have the
effect, direct or indirect, of modifying, permitting any action inconsistent
with, or permitting circumvention of this Article TENTH, shall be by the
affirmative vote of at least eighty percent (80%) of the total voting power
of all shares of stock of the Corporation entitled to vote in the election of
directors, considered for purposes of this Article as one class.
ELEVENTH: The Board of Directors of the Corporation, in
connection with the exercise of its judgment in determining what is in the
best interest of the Corporation and its shareholders when evaluating any
proposed Major Business Transaction (as defined below), in addition to
considering the adequacy of the amount of consideration to be paid in
connection with such transaction, shall consider all of the following factors
and any other factors which it deems relevant:
(a) the social and economic effects of the transaction on the
Corporation, any subsidiary, depositors, loan and other
customers, creditors and employees of the Corporation and its
subsidiaries, and other elements of the community in which
the Corporation and its subsidiaries operate or are located;
(b) the business, financial condition and earnings prospects of the
acquiring person, including, but not limited to, debt service
and other existing or likely financial obligations of the
acquiring person, and the possible effect of such conditions
upon the Corporation, its subsidiaries and the other elements
of the community in which the Corporation and its
subsidiaries operate or are located; and
(c) the competence, experience and integrity of the acquiring
person and its management.
For purposes of this Article, the term "Major Business Transaction"
shall mean (i) any merger or consolidation of the Corporation or any
subsidiary, (ii) any sale, exchange, transfer or other disposition of all or
substantially all of the Corporation's or any subsidiary's assets, (iii) any
offer to purchase any or all of the Corporation's securities, or (iv) any
similar transaction or event.
The vote of shareholders required to alter, amend or repeal this
Article ELEVENTH, or to alter, amend or repeal any other Article of the
Articles of Incorporation in any respect which would or might have the
effect, direct or indirect, of modifying, permitting any action inconsistent
with, or permitting circumvention of this Article ELEVENTH, shall be by
the affirmative vote of at least eighty percent (80%) of the total voting
power of all shares of stock of the Corporation entitled to vote in the
election of directors, considered for purposes of this Article as one class.
TWELFTH: Effective June 1, 1996, the Corporation hereby elects
to be governed by the provisions of the Mississippi Control Share Act, section
79-27-1 et. seq., and to be an "issuing public corporation" for all purposes
thereof.
The vote of shareholders required to alter, amend or repeal this
Article TWELFTH, or to alter, amend or repeal any other Article of the
Articles of Incorporation in any respect which would or might have the
effect, direct or indirect, of modifying, permitting any action inconsistent
with, or permitting circumvention of this Article TWELFTH, shall be by
the affirmative vote of at least eighty percent (80%) of the total voting
power of all shares of stock of the Corporation entitled to vote in the
election of directors, considered for purposes of this Article as one class.