EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
EVERGREENBANCORP, INC.
SEATTLE, WASHINGTON
The following Amended and Restated Articles of Incorporation are
executed by the undersigned, a Washington corporation:
ARTICLE I.
The name of the corporation shall be, and is EvergreenBancorp, Inc.
ARTICLE II.
The office and place of business of this corporation shall be located in
Seattle, County of King, State of Washington.
ARTICLE III.
This corporation may engage in any activities permissible under
applicable law.
ARTICLE IV.
The total authorized capital stock of this corporation shall be divided
into 15,000,000 shares of common stock with no par value per share and 100,000
shares of preferred stock with no par value per share.
1. Common Stock: Only the common stock shall be entitled to vote
and each share shall be entitled to one vote.
2. Preferred Stock: Any unissued shares of preferred stock may be
issued from time to time in one or more series. All shares of
preferred stock shall be of equal rank and shall be identical
except in respect of the particulars that may be fixed by the
Board of Directors as hereinafter provided pursuant to authority
which is hereby expressly vested in the Board of Directors; and
each share of a series shall be identical in all respects with
the other shares of such series except as to the date from which
dividends, if any, thereon shall be cumulative if made
cumulative. Before any shares of preferred stock of any
particular series shall be issued, the Board of Directors shall
fix and determine, and is hereby expressly empowered to fix and
determine, in the manner provided by law, the following
provisions of the shares of such series so far as not
inconsistent with the provisions of this Article IV applicable
to all series of preferred stocks;
(a) The distinctive designation of such series and the number of
shares which
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shall constitute such series, which number may be increased
(except where otherwise provided by the Board of Directors in
creating such series) or decreased (but not below the number of
shares thereof then outstanding) from time to time by like
action of the Board of Directors;
(b) The annual rate of dividends, if any, payable on any shares of
such series, the condition upon which the dates when such
dividends shall be payable and whether such dividends shall be
cumulative or non-cumulative;
(c) The time or times when the price or prices at which, and the
manner in which shares of such series shall be redeemable;
(d) The obligation, if any, for the corporation to maintain a
sinking fund for shares of such series;
(e) The amount payable on shares of such series in the event of any
liquidation, dissolution or winding up of the affairs of the
corporation;
(f) The rights, if any, of the holders of such shares of such series
to convert such series into, or exchange such series for, shares
of any other class or classes or of any other series of the same
or any other class or classes of stock of the corporation and
the price or prices or rates of exchange in the adjustments of
such shares shall be convertible or exchangeable;
(g) Any other preferences and relative, participating, optional or
other special rights, and qualifications, limitations, or
restrictions of shares of such series not fixed and determined
in this Article IV; and
(h) The relative priority of dividends as between classes of stock
and series of each class of stock.
3. Priority of Preferred Stock in the Event of Dissolution, Liquidation or
Winding up of the Affairs of the Corporation:
(a) Nature of Priority: Subject to the remaining provisions of this
section, the preferred stock shall be preferred over the common
stock as to the net assets of the corporation.
(b) Priority: In the event of any dissolution, liquidation or
winding up of the affairs of the corporation, after payment or
provision for payment for the debts and other liabilities of the
corporation, the holders of each series of preferred stock shall
be entitled to receive out of the net assets of the corporation,
an amount in cash for each share equal to the amount fixed and
determined by the Board of Directors in any resolution providing
for the issue of any particular series of preferred stock plus
an amount equal to all dividends, if any, accrued and unpaid on
each such share up to the date fixed for distribution and no
more, before any distribution shall be made to
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the holders of common stock.
(c) Merger and Sale of Assets, Etc.: Neither the merger or
consolidation of the corporation, nor the sale, lease or
conveyance of all or part of its assets, shall be deemed a
liquidation, dissolution or winding up of the affairs of the
corporation within the meaning of this Section 3.
4. Dividends on Common Stock: Subject to the limitations described in this
Article IV and any further limitations prescribed in accordance
therewith, the holders of common stock shall be entitled to receive,
when and as declared by the Board of Directors, out of the assets of the
corporation which are by law available therefor, dividends payable
either in cash, property, or in shares of common stock.
5. Rights of Common Stock on Dissolution, Liquidation or Winding up of the
Affairs of the Corporation: In the event of any dissolution, liquidation
or winding up of the affairs of the corporation, the holders of the
common stock shall be entitled after payment or provision for payment of
the debts and other liabilities of the corporation and the amounts of
which the holders of the preferred stock will be entitled, to share
ratably in the remaining net assets of the corporation.
6. Reservation of Common and Preferred Stock: The corporation shall at all
times reserve and keep available out of its own authorized but unissued
common stock, solely for the purpose of effecting a conversion or
exchange of the shares of preferred stock, the full number of shares of
common stock then deliverable on the conversion or exchange of all
shares of the preferred stock at the time outstanding.
7. Issue and Consideration for Capital Stock: The authorized but unissued
shares of common stock or preferred stock may be issued for such
consideration as may be fixed from time to time by the Board of
Directors. No certificate shall issue as to or include a fraction of a
share.
8. Pre-emptive Rights: Upon any issue or sale for money or other
consideration of any stock of this corporation that may be authorized
from time to time, no holder of stock irrespective of kind of such
stock, shall have any pre-emptive or other rights to subscribe for,
purchase or receive any proportionate or other shares of the stock so
issued or sold, but the Board of Directors may dispose of all or any
such portion of such stock as and when it may determine, free of any
such rights whether by offering the same to shareholders or by sale or
other disposition as said Board may deem advisable.
ARTICLE V.
The period of existence of this corporation shall be perpetual.
ARTICLE VI.
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Each whole share of outstanding common stock of the corporation shall
have one vote upon each matter coming to a vote at meetings of shareholders
without the right of cumulative voting in the election of directors.
ARTICLE VII.
The Board of Directors is vested with the authority to make or amend
Bylaws, subject to the power of the shareholders to change and repeal such
Bylaws.
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ARTICLE VIII.
That the number of directors of this corporation shall be as set from
time to time in the Bylaws, but in any event, not less than five (5) nor more
than twenty-four (24). In the event that the Board of Directors shall number
nine (9) or more, the Bylaws may provide for the classification of directors
into two or three classes to be elected for staggered terms; each class to be as
nearly equal in number as possible. The term of office of the directors of the
first class to expire at the first annual meeting of the shareholders after
their election; and that of the second class to expire at the second annual
meeting after their election; and that of the third class, if any, to expire at
the third annual meeting after their election. At each annual meeting
thereafter, 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 until the
second succeeding annual meeting if there be two classes, or until the third
succeeding annual meeting if there be three classes.
These Amended and Restated Articles are executed by the corporation by
its duly authorized officer.
Dated: July 25, 2001 EVERGREENBANCORP, INC.
By: /s/ Gerald O. Hatler
--------------------------------
Gerald O. Hatler, President
and CEO
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CERTIFICATE ACCOMPANYING
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
EVERGREENBANCORP, INC.
Pursuant to RCW 23B.10.070, the foregoing constitutes Amended and
Restated Articles of Incorporation of the undersigned, a Washington corporation.
The Amended and Restated Articles of Incorporation supercede the original
Articles of Incorporation and all amendments thereto.
1. The name of this corporation is EvergreenBancorp, Inc.
2. The first sentence of Article IV. is amended to read as follows:
"The total authorized capital stock of this corporation
shall be divided into 15,000,000 shares of common stock with no
par value per share and 100,000 shares of preferred stock with
no par value per share."
3. The amendments included in the Amended and Restated Articles of
Incorporation were adopted by the Board of Directors on May 29, 2001.
Shareholder action was not required pursuant to the provisions of RCW 23.10.020.
This certificate accompanying the Amended and Restated Articles of
Incorporation is executed by the corporation by its duly authorized officer.
Dated: July 25, 2001 EVERGREENBANCORP, INC.
By: /s/ Gerald O. Hatler
---------------------------------
Gerald O. Hatler, President
and CEO
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STATE OF WASHINGTON )
) ss.
County of King )
On the 25th day of July, 2001, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn,
personally appeared Gerald O. Hatler, known to me to be the individual described
in and who executed the foregoing Amended and Restated Articles of Incorporation
and Certificate Accompanying Amended and Restated Articles of Incorporation, and
acknowledged to me that he signed the said instrument as his free and voluntary
act and deed, for the uses and purposes therein mentioned.
WITNESS my hand and official seal hereunto affixed, the day and year of
this Certificate above written.
(Notary Seal) /s/ Anne M. Lant
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Signature
Anne M. Lant
-----------------------------------
Please print name
Notary Public in and for the State of Washington, residing at Seattle.
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