EXHIBIT 3.1
ARTICLES OF INCORPORATION INCLUFDING ALL AMMENDMENTS THROUGH 1997
OF
CULLEN/FROST BANKERS, INC.
ARTICLE ONE: The name of the corporation is Cullen/Frost Bankers, Inc.
ARTICLE TWO: The period of its duration is perpetual.
ARTICLE THREE: The purpose for which the corporation is organized is
the transaction of any or all lawful business.
"ARTICLE FOUR: The aggregate number of shares the corporation shall
have authority to issue and the par value per share are as follows:
Number Par Value
Class of Shares Per Share
- --------------------- ---------- ---------
Common .............. 60,000,000 $5
Preferred ........... 10,000,000 $5
The corporation may purchase, directly or indirectly, its own shares to
the extent of the aggregate of its unrestricted capital surplus and unrestricted
reduction surplus available therefor.
PREFERRED SHARES. Authority is expressly vested in the Board of Directors
to divide the preferred shares into series and, within the following
limitations, to fix and determine the relative rights and preferences of the
shares of any series so established and to provide for the issuance thereof.
Each series shall be so designated as to distinguish the shares thereof from the
shares of all other series and classes. All shares of preferred stock shall be
identical except as to the following relative rights and preferences, as to
which there may be variations between different series:
1. The rate of dividend.
2. The price at and the terms and conditions on which shares may be
redeemed.
3. The amount payable upon shares in event of involuntary liquidation.
4. The amount payable upon shares in event of voluntary liquidation.
5. Sinking fund provisions for the redemption or purchase of shares.
6. The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion.
7. Voting rights.
Such series may have such other variations as may be permitted now or in
the future under the laws of the State of Texas.
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 the
provisions hereof.
COMMON SHARES. The holder of the common shares 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 (i) as otherwise provided in the statement of
serial designation for a particular series of preferred shares, and (ii) as
otherwise expressly provided by the then existing statutes of the State of
Texas. The holder of common shares shall have one vote for each share of common
stock held by them.
Subject to the provisions of the statement of serial designation for
series of preferred shares, the holders of shares of common stock shall be
entitled to receive dividends if, when and as declared by the Board of Directors
out of funds legally available therefor and to the net assets remaining after
payment of all liabilities upon voluntary or involuntary liquidation of the
corporation."
ARTICLE FIVE: The corporation has heretofore complied with the requirements of
law as to the initial minimum capital without which it could not commence
business under the Texas Business Corporation Act.
ARTICLE SIX: The street address of the corporation's registered office
is 100 W. Houston Street, San Antonio, Texas 78205, and the name of its
registered agent at such address is Robert S. McClane.
ARTICLE SEVEN: The current number of directors constituting the Board of
Directors is nineteen and the names and addresses of the persons who are
currently serving as Directors until the next annual meeting of shareholders or
until their successors are elected and qualified are:
Name Address
- ----- -------
Isaac Arnold, Jr. 601 Jefferson Street, Houston, Texas 77002
Holt Atherton P.O. Box 658, San Antonio, Texas 78293
Walter J. Berstrom 111 Cardinal Avenue, San Antonio, Texas 78209
Cecil E. Burney P.O. Box 2487, Corpus Christi, Texas 78403
Clyde C. Crews 100 W. Houston Street, San Antonio, Texas 78205
Roy H. Cullen 601 Jefferson Street, Houston, Texas 77002
W. N. Finnegan III 2000 West Loop South, Suite 1900, Houston, Texas 77027
T. C. Frost, Jr. 100 W. Houston Street, San Antonio, Texas 78205
Robert G. Greer 600 Jefferson Street, Houston, Texas 77002
James L. Hayne 110 East Crockett Street, San Antonio, Texas 78205
Allan C. King 1021 Main Street, Houston, Texas 77002
Quincy Lee 3355 Cherry Ridge, Suite 202, San Antonio, Texas 78230
V. F. Neuhaus P.O. Box 1028, Mission, Texas 78572
William B. Osborn, Jr. P.O. Box 17968, San Antonio, Texas 78286
Corbin J. Robertson, Jr. 601 Jefferson Street, Houston, Texas 77002
C. Linden Sledge 100 W. Houston Street, San Antonio, Texas 78205
A. Frank Smith, Jr. 2100 First City National Bank Bldg., Houston, Texas
77002
Vivian L. Smith 2000 West Loop South, Suite 1900, Houston, Texas 77027
Edward M. Sweeney P.O. Box 721, San Antonio, Texas 78293
ARTICLE EIGHT: The names and addresses of the incorporators
are: (Omitted)
ARTICLE NINE: At each election of the Board of Directors of the
corporation, each shareholder of the corporation entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are Directors to be elected and
for whose election he has a right to vote. It is expressly prohibited for any
shareholder to cumulate his votes in any election of Directors or for any other
purpose.
ARTICLE TEN: No shareholder of the corporation shall be entitled as
a matter of right, preemptive or otherwise, to subscribe for or purchase any
part of any shares which the corporation shall have authority to issue, or
shares thereof held in the Treasury of the corporation, or securities
convertible into shares, whether issued for cash or other consideration, or by
way of dividend or otherwise.
"ARTICLE ELEVEN: To the fullest extent not prohibited by law, a
director of this corporation shall not be liable to the corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this articles does not eliminate or limit
the liability of a director for: (1) a breach of a director's duty of loyalty to
the corporation or its shareholders: (2) an act or omission not in good faith or
that involves intentional misconduct or a knowing violation of the law; (3) a
transaction from which a director received an improper benefit, whether or
not the benefit resulted from an action taken within the scope of the director's
office; (4) an act or omission for which the liability of a director is
expressly provided for by statute; or (5) an act related to an unlawful stock
repurchase or payment of a dividend."