Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
JADE FINANCIAL CORP.
FIRST. The name of the Corporation is JADE FINANCIAL CORP.
SECOND. The location and post office address of its
registered office in this Commonwealth is 213 West Street Road,
Feasterville, Bucks County, Pennsylvania 19053
THIRD. The Corporation was incorporated on July 6, 1998
under the provisions of the Pennsylvania Business Corporation Law
of 1988, as amended. The purpose of the Corporation is, and it
shall have unlimited power to engage in and to do, any lawful act
concerning any or all lawful business for which corporations may
be incorporated under Pennsylvania law.
FOURTH. The term of the Corporation's existence is
perpetual.
FIFTH. The aggregate number of shares of capital stock
which the Corporation shall have authority to issue is 15,000,000
shares, divided into two classes consisting of 10,000,000 shares
of common stock, par value $.01 per share ("Common Stock"), and
5,000,000 shares of preferred stock, having such par value as the
Board of Directors shall fix and determine, as provided in
Article SIXTH below ("Preferred Stock").
SIXTH. The Preferred Stock may be issued from time to time
as a class without series, or if so determined by the Board of
Directors of the Corporation, either in whole or in part in one
or more series. There is hereby expressly granted to and vested
in the Board of Directors of the Corporation authority to fix and
determine (except as fixed and determined herein), by resolution,
the par value, voting powers, full or limited, or no voting
powers, and such designations, preferences and relative,
participating, optional or other special rights, if any, and the
qualifications, limitations or restrictions thereof, if any,
including specifically, but not limited to, the dividend rights,
conversion rights, redemption rights and liquidation preferences,
if any, of any wholly unissued series of Preferred Stock (or the
entire class of Preferred Stock if none of such shares have been
issued), the number of shares constituting any such series and
the terms and conditions of the issue thereof. Prior to the
issuance of any shares of Preferred Stock, a statement setting
forth a copy of each such resolution or resolutions and the
number of shares of Preferred Stock of each such class or series
shall be executed and filed in accordance with the Pennsylvania
<PAGE 1> Business Corporation Law. Unless otherwise provided in
any such resolution or resolutions, the number of shares of
capital stock of any such class or series so set forth in such
resolution or resolutions may thereafter be increased or
decreased (but not below the number of shares then outstanding),
by a statement likewise executed and filed setting forth a
statement that a specified increase or decrease therein had been
authorized and directed by a resolution or resolutions likewise
adopted by the Board of Directors of the Corporation. In case
the number of such shares shall be decreased, the number of
shares so specified in the statement shall resume the status they
had prior to the adoption of the first resolution or resolutions.
SEVENTH. Each holder of record of Common Stock shall have
the right to one vote for each share of Common Stock standing in
such holder's name on the books of the Corporation. No
shareholder shall be entitled to cumulate any votes for the
election of directors.
EIGHTH. The management, control and government of the
Corporation shall be vested in a Board of Directors consisting of
not less than one (1) nor more than twenty-five (25) members in
number, as fixed by the Board of Directors of the Corporation
from time to time. The directors of the Corporation shall be
divided into three classes: Class I, Class II and Class III.
Each Class shall be as nearly equal in number as possible. If
the number of Class I, Class II or Class III directors is fixed
for any term of office, it shall not be increased during that
term, except by a majority vote of the Board of Directors.
Except for the initial Board of Directors as provided for in
Article NINTH, the term of office of each Class shall be three
(3) years; provided, however, that the term of office of the
initial Class I director shall expire at the annual election of
directors by the shareholders of the Corporation in 2000; the
term of office of the initial Class II directors shall expire at
the annual election of directors by the shareholders of the
Corporation in 2001; and the term of office of the initial
Class III directors shall expire at the annual election of
directors by the shareholders of the Corporation in 2002, so
that, after the expiration of each such initial term, the terms
of office of one class of directors shall expire each year when
their respective successors have been duly elected by the
shareholders and qualified. At each annual election of directors
by the shareholders of the Corporation, the directors chosen to
succeed those whose terms then expire shall be identified as
being of the same class as the directors they succeed. A
director need not be a shareholder of the Corporation. If, for
any reason, a vacancy occurs on the Board of Directors of the
Corporation, a majority of the remaining directors shall have the
exclusive power to fill the vacancy by electing a director to
hold office for the unexpired term in respect of which the
vacancy occurred. No director of the Corporation shall be
removed from office, as a director, by the vote of shareholders
except for cause, and then, only upon the affirmative vote of at
least a majority of all votes cast thereon. <PAGE 2>
NINTH. The names, addresses and Class designations of the
initial Board of Directors of the Corporation, who shall sit
until the first annual election of directors for the Class in
which such directors sits, are:
CLASS I
Name Address
Edward D. McBride 630 Crestwood Road
Wayne, PA 19087
CLASS II
Name Address
Mario L. Incollingo, Jr. 2626 Skyview Avenue
Langhorne, PA 19053
Francis J. Moran 25 Cambridge Road
Haverford, PA 19041
CLASS III
Name Address
John J. O'Connell 239 Woodlyn Avenue
Glenside, PA 19038
Dennis P. Wesley 105 Parliament Circle
North Wales, PA 19454
TENTH. Holders of the Common Stock shall not have
preemptive rights with respect to any additional shares of
capital stock, or any other securities, of the Corporation that
may be issued. Holders of the Preferred Stock shall not have any
preemptive rights with respect to any additional shares of
capital stock, or any other securities, of the Corporation that
may be issued other than those rights, if any, as the Board of
Directors, in its sole discretion, may determine at such prices
and upon such other terms and conditions as the Board of
Directors, in its sole discretion, may fix.
ELEVENTH. Except as set forth below, the affirmative vote
of shareholders entitled to cast at least 80% of the votes which
all shareholders of the Corporation are entitled to cast, and if
any class of shares is entitled to vote as a separate class, the
affirmative vote of shareholders entitled to cast at least a
majority of the votes entitled to be cast by the outstanding
shares of such class (or such greater amount as required by the
provisions of these Articles of Incorporation establishing such
class) shall be required to approve any of the following:
<PAGE 3>
(a) any merger or consolidation of the Corporation
with or into any other corporation;
(b) any share exchange in which a corporation, person
or entity acquires the issued or outstanding shares of
capital stock of the Corporation pursuant to a vote of
shareholders;
(c) any sale, lease, exchange or other transfer of
all, or substantially all, of the assets of the Corporation
to any other corporation, person or entity; or
(d) any transaction similar to, or having similar
effect as, any of the foregoing transactions,
if, in any such case, as of the record date for the determination
of shareholders entitled to notice thereof and to vote thereon,
such other corporation, person or entity is the beneficial owner,
directly or indirectly, of shares of capital stock of the
Corporation issued, outstanding and entitled to cast five percent
(5%) or more of the votes which all shareholders of the
Corporation are then entitled to cast.
If any of the transactions identified above in this Article
ELEVENTH is with a corporation, person or entity that is not the
beneficial owner, directly or indirectly, of shares of capital
stock of the Corporation issued, outstanding and entitled to cast
five percent (5%) or more of the votes which all shareholders of
the Corporation are then entitled to cast, then the affirmative
vote of shareholders voting thereon shall be required to approve
any such transactions. An affirmative vote as provided in the
foregoing provisions shall be in lieu of the vote of the
shareholders otherwise required by law.
The Board of Directors of the Corporation shall have the
power and duty to determine, for purposes of this Article
ELEVENTH, on the basis of information known to the Board, if and
when such other corporation, person or entity is the beneficial
owner, directly or indirectly, of shares of capital stock of the
Corporation issued, outstanding and entitled to cast five percent
(5%) or more of the votes which all shareholders of the
Corporation are then entitled to cast, and/or if any transaction
is similar to, or has a similar effect as, any of the
transactions identified above in this Article ELEVENTH. Any such
determination shall be conclusive and binding for all purposes of
this Article ELEVENTH. The Corporation may voluntarily
completely liquidate and/or dissolve only if the proposed
liquidation and/or dissolution is approved by the affirmative
vote of shareholders entitled to cast at least 80% of the votes
which all shareholders are entitled to cast. The provisions of
this Article ELEVENTH shall not apply to any transaction which is
<PAGE 4> approved in advance by 66-2/3% of the members of the
Board of Directors of the Corporation, at a meeting duly called
and held.
TWELFTH. No action required to be taken or which may be
taken at any annual or special meeting of shareholders of the
Corporation may be taken without a meeting, and the power of the
shareholders of the Corporation to consent in writing to action
without a meeting is specifically denied. The presence, in
person or by proxy, of shareholders entitled to cast at least a
majority of the votes which all shareholders are entitled to
cast, shall constitute a quorum of shareholders at any annual or
special meeting of shareholders of the Corporation.
THIRTEENTH. The authority to make, amend, alter, change or
repeal the Bylaws of the Corporation is hereby expressly and
solely granted to and vested in the Board of Directors of the
Corporation, subject always to the power of the shareholders to
change such action by the affirmative vote of holders of 66-2/3%
of the shares of the Corporation's capital stock issued,
outstanding and entitled to vote thereon, except that Section
2.15 and Article VI of the Bylaws of the Corporation, relating to
limitations on directors' liabilities and indemnification of
directors, officers and others, may not be amended to increase
the exposure to liability for directors or to decrease the
indemnification of directors, officers or others except by the
affirmative vote of 66-2/3% of the entire Board of Directors or
by the affirmative vote of shareholders of the Corporation
entitled to cast at least 80% of the votes which all shareholders
are entitled to cast.
FOURTEENTH. The Board of Directors of the Corporation, when
evaluating any offer of another party to (a) make a tender or
exchange offer for any equity security of the Corporation,
(b) merge or consolidate the Corporation with another
corporation, (c) purchase or otherwise acquire all or
substantially all of the properties and assets of the
Corporation, or (d) engage in any transaction similar to, or
having similar effects as, any of the foregoing transactions,
shall, in connection with the exercise of its judgment in
determining what is in the best interests of the Corporation and
its shareholders, give due consideration to all relevant factors,
including without limitation the social and economic effects of
the proposed transaction on the depositors, employees, suppliers,
customers and other constituents of the Corporation and its
subsidiaries and on the communities in which the Corporation and
its subsidiaries operate or are located, the business reputation
of the other party, and the Board of Directors' evaluation of the
then value of the Corporation in a freely negotiated sale and of
the future prospects of the Corporation as an independent entity.
FIFTEENTH. If any corporation, person, entity, or group
becomes the beneficial owner, directly or indirectly, of shares
of capital stock of the Corporation having the right to cast in
the aggregate 25% or more of all votes entitled to be cast by all
<PAGE 5> issued and outstanding shares of capital stock of the
Corporation entitled to vote, such corporation, person, entity or
group shall within 30 days thereafter offer to purchase all
shares of capital stock of the Corporation issued, outstanding
and entitled to vote. Such offer to purchase shall be at a price
per share equal to the highest price paid for shares of the
respective class or series of capital stock of the Corporation
purchased by such corporation, person, entity or group within the
preceding twelve months. If such corporation, person, entity or
group did not purchase any shares of a particular class or series
of capital stock of the Corporation within the preceding twelve
months, such offer to purchase shall be at a price per share
equal to the fair market value of such class or series of capital
stock on the date on which such corporation, person, entity or
group becomes the beneficial owner, directly or indirectly, of
shares of capital stock of the Corporation having the right to
cast in the aggregate 25% or more of all votes entitled to be
cast by all issued and outstanding capital stock of the
Corporation. Such offer shall provide that the purchase price
for such shares shall be payable in cash. The provisions of this
Article FIFTEENTH shall not apply if 80% or more of the members
of the Board of Directors of the Corporation approve in advance
the acquisition of beneficial ownership by such corporation,
person, entity or group of shares of capital stock of the
Corporation having the right to cast in the aggregate 25% or more
of all votes entitled to be cast by all issued and outstanding
shares of capital stock of the Corporation. The provisions of
this Article FIFTEENTH shall be in addition to and not in lieu of
any rights granted under Subchapter E of Chapter 25 of the
Pennsylvania Business Corporation Law and any amendment or
restatement of such section ("Subchapter E"); provided, however,
that if the provisions of this Article FIFTEENTH and Subchapter E
are both applicable in any given instance, the price per share to
be paid for shares of capital stock of the Corporation issued,
outstanding and entitled to vote shall be the higher of the price
per share determined in accordance with this Article FIFTEENTH or
the price per share determined in accordance with the provisions
of Subchapter E.
SIXTEENTH. A special meeting of the shareholders of the
Corporation may be called only pursuant to a resolution of the
Corporation's Board of Directors and for only such business so
directed by the Board of Directors. Shareholders are not
authorized to call any special meeting.
SEVENTEENTH. Subsection 1. No Person or Group Acting in
Concert shall Acquire Voting Control of the Corporation, at any
time, except in accordance with the provisions of Article
ELEVENTH. The terms "Acquire," "Voting Control," "Group Acting
in Concert," and "Person" as used in this Article SEVENTEENTH are
defined in subsection 4 hereof.
Subsection 2. If Voting Control of the Corporation is
acquired, in violation of this Article SEVENTEENTH, all shares
with respect to which any Person or Group Acting in Concert has
<PAGE 6> acquired Voting Control in excess of the number of
shares the beneficial ownership of which is deemed under
subsection 4 hereof to confer Voting Control of the Corporation
(as determined without regard to this Subsection 2) shall be
considered from and after the date of acquisition by such Person
or Group Acting in Concert to be "excess shares" for purposes of
this Article SEVENTEENTH. All shares deemed to be excess shares
shall thereafter no longer be entitled to vote on any matter or
to take other shareholder action. If, after giving effect to the
first two sentences of this Subsection 2, any Person or Group
Acting in Concert still shall be deemed to be in Voting Control
of the Corporation based on the number of votes then entitled to
be cast (rather than the number of issued and outstanding shares
of common stock of the Corporation), then shares held in excess
of the number of shares deemed to confer Voting Control upon such
Person or Group Acting in Concert also shall not be entitled to
vote on any matter or take any other shareholder action, but this
subsequent reduction in voting rights shall be effected only
once. The provisions of this Subsection 2 deeming shares to be
excess shares shall only apply for so long as such shares shall
be beneficially owned by such Person or Group Acting in Concert
who has acquired Voting Control. Notwithstanding the foregoing,
shares held in excess of the number of shares the beneficial
ownership of which would otherwise be deemed under Subsection 4
to confer Voting Control of the Corporation shall not be deemed
to be excess shares if such shares are held by a Tax-Qualified
Employee Stock Benefit Plan.
Subsection 3. The provisions of this Article
SEVENTEENTH shall be of no further force and effect after the
consummation of a transaction in which another Person Acquires
shares of capital stock of the Corporation entitled to cast 80%
or more of the votes which all shareholders are entitled to cast
(as determined without regard to the application of this Article
SEVENTEENTH) and such transaction was approved in advance by the
board of directors of the Corporation.
Subsection 4. For purposes of this Article
SEVENTEENTH:
A. The term "Acquire" includes every type of
acquisition, whether effected by purchase, exchange,
operation of law or otherwise.
B. "Voting Control" means the sole or shared
power to vote or to direct the voting of, or to dispose or
to direct the disposition of, more than ten percent (10%) of
the issued and outstanding common stock of the Corporation;
provided that (i) the solicitation, holding and voting of
proxies obtained by the board of directors of the
Corporation pursuant to a solicitation under Regulation 14A
of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") shall
not constitute Voting Control, (ii) a Tax-Qualified Employee
Stock Benefit Plan which holds more than 10 percent of the
<PAGE 7> voting shares of the Corporation shall not be
deemed to have Voting Control of the Corporation, and
(iii) any trustee, member of any administrative committee or
employee beneficiary of a Tax-Qualified Employee Stock
Benefit Plan shall not be deemed to have Voting Control of
the Corporation either (A) as a result of their control of a
Tax-Qualified Employee Stock Benefit Plan, and/or their
beneficial interest in voting shares held by a Tax-Qualified
Employee Stock Benefit Plan, or (B) as a result of the
aggregation of both their beneficial interest in voting
shares held by a Tax-Qualified Employee Stock Benefit Plan
and voting shares held by such trustee, administrative
committee member or employee beneficiary independent of a
Tax-Qualified Employee Stock Benefit Plan.
C. "Group Acting in Concert" includes Persons
seeking to combine or pool their voting or other interests
in the voting shares for a common purpose, pursuant to any
contract, understanding, relationship, agreement or other
arrangement, whether written or otherwise, provided, that a
"Group Acting in Concert" shall not include (i) the members
of the board of directors of the Corporation solely as a
result of their board membership, (ii) the members of the
board of directors of the Corporation as a result of their
solicitation, holding and voting of proxies obtained by them
pursuant to a solicitation subject to rules and regulations
promulgated under the Exchange Act or any successor statute
or (iii) any member or all the members of the board of
directors of the Corporation, and (iv) any Tax-Qualified
Employee Stock Benefit Plan and the trustees, administrative
committee members and employee beneficiaries thereof.
D. The term "Person" includes an individual, a
Group Acting in Concert, a corporation, a partnership, an
association, a joint stock company, a trust, an
unincorporated organization or similar company, a syndicate
or any other group formed for the purpose of acquiring,
holding or disposing of the equity securities of the
Corporation.
E. The term "Tax-Qualified Employee Stock
Benefit Plan" means any defined benefit plan or defined
contribution plan of the Corporation or any subsidiary, such
as an employee stock ownership plan, stock bonus plan,
profit sharing plan or other plan, that, with its related
trust, meets the requirements to be "qualified" under
Section 401 of the Internal Revenue Code of 1986, as
amended.
Subsection 5. This Article SEVENTEENTH shall not apply
to the purchase of securities of the Corporation by underwriters
in connection with a public offering of such securities by the
Corporation or by a holder of shares of capital stock of the
Corporation with written consent of the board of directors of the
Corporation; provided, however, that purchasers of securities of
<PAGE 8> the Corporation from any underwriter shall be subject to
the provisions of this Article SEVENTEENTH.
The board of directors of the Corporation shall have the
power and duty to determine, for purposes of this Article
SEVENTEENTH, on the basis of information known to the Board, if
and when such other Person has acquired Voting Control of the
Corporation, and/or if any transaction is similar to, or has a
similar effect as, any of the transactions identified in this
Article SEVENTEENTH. Any such determination shall be conclusive
and binding for all purposes of this Article SEVENTEENTH.
EIGHTEENTH. The Corporation reserves the right to amend,
alter, change or repeal any provision contained in its Articles
of Incorporation in the manner now or hereafter prescribed by
statute and all rights conferred upon shareholders and directors
herein are hereby granted subject to this reservation; provided,
however, that the provisions set forth in Articles SEVENTH,
EIGHTH, and TENTH through EIGHTEENTH of these Articles of
Incorporation may not be repealed, altered or amended, in any
respect whatsoever, unless such repeal, alteration or amendment
is approved by either (a) the affirmative vote of shareholders of
the Corporation entitled to cast at least 80% of all votes which
shareholders of the Corporation are then entitled to cast, or
(b) the affirmative vote of 80% of the members of the Board of
Directors of the Corporation and the affirmative vote of
shareholders of the Corporation entitled to cast at least a
majority of all votes which shareholders of the Corporation are
then entitled to cast. <PAGE 9>