EXHIBIT 3.1
APPROVED
David F Kroeger
DIRECTOR OF BANKS
DEPARTMENT OF FINANCIAL INSTITUTIONS
ARTICLES OF INCORPORATION
OF
WSB FINANCIAL GROUP, INC.
The undersigned hereby executes the following Articles of Incorporation for
the purpose of forming a corporation under the Washington Business Corporation
Act (Revised Code of Washington, Title 23B).
ARTICLE I
Name
The name of this corporation is WSB Financial Group, Inc.
ARTICLE II
Location of Principal Office
The principal office of this corporation shall be located in Bremerton,
Kitsap County, Washington.
ARTICLE III
Existence
The period of existence of this corporation shall be perpetual.
ARTICLE IV
Authorized Capital Stock
The authorized capital stock of this corporation shall consist of 2,500,000
shares of common stock with a par value of $1.00.
ARTICLE V
No Preemptive Rights
Unless otherwise determined by the Board of Directors, no shareholder of
the corporation shall be entitled as such, as a matter of right, to preemptive
rights to purchase, subscribe for, or otherwise acquire any stock which the
corporation may issue or sell, including unissued shares of stock of the said
corporation.
ARTICLE VI
No Cumulative Voting
Each shareholder entitled to vote at any election for directors shall have
the right to vote in person or by proxy, the number of shares owned by the
shareholder for as many persons as there are directors to be elected and for
whose election such shareholder has the right to vote. No shareholder shall be
entitled to cumulate votes.
-1-
ARTICLE VII
Nomination of Directors
Nominations for the election of directors may be made by the Board of
Directors or by any shareholder entitled to vote for the election of directors.
Such nominations other than by the Board of Directors shall be made by notice in
writing, delivered or mailed by first class United States mail, postage prepaid,
to the Secretary of the corporation not less than sixty (60) days prior to the
first anniversary of the date of the last meeting of shareholders of the
corporation called for the election of directors.
Each notice shall set forth (i) the name, age, business address and, if
known, residence address of each nominee proposed in such notice; (ii) the
principal occupation or employment of each such nominee; (iii) the number of
shares of stock of the corporation which are beneficially owned by each such
nominee; and (iv) such other information as would be required by the Federal
Securities Laws and the Rules and Regulations promulgated thereunder in respect
to any individual nominated as a director of the corporation and for whom
proxies are solicited by the Board of Directors of the corporation.
The Chairman of any meeting of shareholders may, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.
ARTICLE VIII
Directors
The number of directors of the corporation shall not be less than five (5),
nor more than twenty-five (25), the exact number of directors to be fixed from
time to time in the manner provided in the Bylaws. The directors shall be
divided into three classes: Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the whole number of the
Board of Directors. At the first annual meeting of shareholders, the Class I
directors shall be elected to hold office for a term expiring at the next
succeeding annual meeting of shareholders; the Class II directors shall be
elected to hold office for a term expiring at the second succeeding annual
meeting of shareholders; and the Class III directors shall be elected to hold
office for a term expiring at the third succeeding annual meeting of
shareholders, and in the case of each term expiring at the third succeeding
annual meeting of shareholders, and in the case of each class, until their
respective successors are elected and qualified. At each annual election held
after the initial election of directors according to classes, the directors
chosen to succeed those whose terms have expired shall be identified as being of
the same class as the directors they succeed and shall be elected to hold office
for a term expiring at the third succeeding annual meeting after their election,
and until their respective successors are elected and qualified.
ARTICLE IX
Liability of Board of Directors
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for conduct as a director,
except for liability of the director for (i) acts or omissions that involve
intentional misconduct or a knowing violation of law by the
-2-
director, (ii) conduct which violates RCW 23B.08.310 of the Washington Business
Corporation Act, pertaining to unpermitted distributions to shareholders or
loans to directors, or (iii) any transaction from which the director will
personally receive a benefit in money, property or services to which the
director is not legally entitled. If the Washington Business Corporation Act is
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Washington Business corporation Act, as so amended. Any repeal or
modification of the foregoing paragraph by the shareholders of the corporation
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification.
ARTICLE X
Factors to be Considered by Directors
Regarding Certain Transactions
The Board of Directors of the corporation, when evaluating any offer of any
other party to:
(a) make a tender or exchange offer to acquire any equity security of
the corporation;
(b) merge or consolidate the corporation with another corporation; or
(c) purchase or otherwise acquire all or substantially all of the
properties and assets of the corporation;
may give, but shall not be required to give, in connection with the exercising
of its judgment in determining what is in the best interests of the corporation
and its shareholders, consideration to the social and economic effects on the
employees and customers of the corporation, and the communities in which the
corporation's facilities are located and which the corporation serves, in
addition to any other factors deemed relevant by the Board.
ARTICLE XI
Amendments
This corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation in any manner now or hereafter
permitted by law. All rights of shareholders of the corporation and all powers
of directors of the corporation are granted subject to this reservation.
ARTICLE XII
Incorporator
The name and address of the incorporator is David K. Johnson, 190 Pacific
Avenue, Bremerton, Washington 98337.
-3-
ARTICLE XIII
Registered Office and Agent
The street address of this corporation's initial registered office is 1201
Third Avenue, Suite 3200, Seattle, Washington 98101-3052. Glen P. Ganison is the
corporation's initial registered agent at such office.
DATED this 11th day of February, 2005.
/s/ David K. Johnson
----------------------------------------
David K. Johnson
CONSENT TO APPOINTMENT AS REGISTERED AGENT
I, GLEN P. GARRISON, hereby consent to serve as registered agent, in the
State of Washington, for WSB Financial Group, Inc. I understand that as agent
for the corporation, it will be my responsibility to accept service of process
in the name of the corporation; to forward all mail and license renewals to the
appropriate officer(s) of the corporation; and to immediately notify the Office
of the Secretary of State of my resignation or of any changes in the address of
the registered office of the corporation for which I am agent.
Dated this 14th day of February, 2005.
/s/ Glen P. Garrison
----------------------------------------
Glen P. Garrison
1201 Third Avenue, Suite 3200
Seattle, WA 98101-3052
-4-