EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
INTERNATIONAL BANCSHARES CORPORATION
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Pursuant to the provisions of Article 3.01 of the Texas Business
Corporation Act (the "TBCA"), the undersigned Incorporator adopts the following
Articles of Incorporation:
ARTICLE I
The name of the corporation is International Bancshares Corporation.
ARTICLE II
The period of duration of the corporation is perpetual.
ARTICLE III
The purpose for which the corporation is organized is to transact any or
all lawful business for which corporations may be organized under the TBCA.
ARTICLE IV
The aggregate number of shares which the corporation shall have the
authority to issue is Fifteen Million (15,000,000) shares of Common Stock of the
par value of One Dollar ($1.00) per share.
ARTICLE V
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of at least One Thousand
Dollars ($1,000.00), consisting of money, labor done or property actually
received.
ARTICLE VI
The street address of the initial registered office of the corporation is
1200 San Bernardo, Laredo, Texas 78041, and the name of the initial registered
agent for the corporation at such address is Dennis E. Nixon.
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ARTICLE VII
The initial Board of Directors of the corporation shall consist of nine
members, whose names and addresses are as follows:
Name Address
---- -------
Dennis E. Nixon 1200 San Bernardo
Laredo, Texas 78041
Alberto A. Santos 1200 San Bernardo
Laredo, Texas 78041
R. David Guerra 1200 San Bernardo
Laredo, Texas 78041
Leonardo Salinas 1200 San Bernardo
Laredo, Texas 78041
Roy Jennings, Jr. 1200 San Bernardo
Laredo, Texas 78041
Lester Avigael 1200 San Bernardo
Laredo, Texas 78041
Richard E. Haynes 1200 San Bernardo
Laredo, Texas 78041
Irving Greenblum 1200 San Bernardo
Laredo, Texas 78041
Sioma Neiman 1200 San Bernardo
Laredo, Texas 78041
ARTICLE VIII
The undersigned Incorporator, Dennis E. Nixon, is a natural person of the
age of eighteen (18) years or more whose address is 1200 San Bernardo, Laredo,
Texas 78041.
ARTICLE IX
The corporation shall indemnify to the fullest extent permitted by the
TBCA, as presently in effect and as hereafter amended, any person who was, is,
or is threatened to be made a named defendant or respondent to an action, suit
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that the person (i) is or was a director or officer of the
corporation, or (ii) while a director or officer of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of another
foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding. Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such person. The
corporation shall have the power to purchase and maintain liability insurance
for those persons or make other arrangements on such persons' behalf as and to
the fullest extent permitted by the TBCA, as presently in effect and as
hereafter amended.
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ARTICLE X
Cumulative voting by the shareholders of the corporation at any election
for directors or upon any other matter is expressly prohibited, and the
directors of the corporation shall be elected by plurality vote of the
shareholders entitled to vote at such election.
ARTICLE XI
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for an act or omission in
the director's capacity as a director, except for liability for (a) a breach of
the director's duty of loyalty to the corporation or its shareholders; (b) an
act or omission not in good faith or that involves intentional misconduct or a
knowing violation of the law; (c) a transaction from which the director received
an improper benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office; or (d) an act or omission for which
the liability of the director is expressly provided by an applicable statute.
If the TBCA or the Texas Miscellaneous Corporation Laws Act (the "TMCLA")
hereafter is amended to authorize further elimination or limitation of the
liability of directors, then the liability of a director of the corporation, in
addition to the limitation on the personal liability provided herein, shall be
limited to the fullest extent permitted by the TBCA, as amended and the TMCLA,
as amended. Any repeal or modification of this Article XI by the shareholders of
the corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director at the time of such repeal or
modification.
ARTICLE XII
No shareholder of the corporation shall, by reason of his holding shares
of any class of the capital stock of the corporation, have any preemptive or
preferential right, other than such preemptive or preferential rights, if any,
as the Board of Directors in its discretion may fix, to purchase, subscribe to
or otherwise acquire any unissued or treasury shares of any class of the capital
stock of the corporation, now or hereafter to be authorized, or any notes,
debentures, bonds or other securities convertible into, exchangeable for, or
carrying or accompanied by warrants, options or rights to purchase or subscribe
to shares of any class of the capital stock of the corporation, now or hereafter
to be authorized, whether or not the issuance of any such shares of capital
stock or such notes, debentures, bonds or other securities would adversely
affect the dividend or voting rights of such shareholder, and the Board of
Directors may issue shares of any class of the capital stock of the corporation,
now or hereafter to be authorized, or any notes, debentures, bonds or other
securities convertible into, exchangeable for, or carrying or accompanied by
warrants, options or rights to purchase or subscribe to shares of any class of
the capital stock of the corporation, now or hereafter to be authorized, without
offering any such shares of any class of capital stock of the corporation,
either in whole or in part, to the existing shareholders of any class of the
capital stock of the corporation.
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ARTICLE XIII
Any action required by the TBCA, as presently in effect and as hereafter
amended, to be taken at any annual or special meeting of shareholders, or any
action which may be taken at any annual or special meeting of shareholders, may
be taken without a meeting, without prior notice, and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take such action at a meeting at
which the holders of all shares entitled to vote on the action were present and
voted.
ARTICLE XIV
Special meetings of the shareholders may be called only by (i) the Board
of Directors, the President, or such other person(s) so authorized by the
by-laws of the corporation or (ii) the holders of at least fifty percent of the
outstanding shares entitled to vote at the proposed special meeting.
ARTICLE XV
With respect to any matter for which the affirmative vote of the holders
of a specified portion of the shares entitled to vote is required by TBCA, as
presently in effect and as hereafter amended, the act of the shareholders on
that matter shall only require the affirmative vote of the holders of at least a
majority of the shares entitled to vote on such matter, rather than the
affirmative vote otherwise required by the TBCA, as presently in effect and
hereafter amended.
EXECUTED this 6th day of June, 1995.
/s/ DENNIS E. NIXON
Dennis E. Nixon, Incorporator
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