Exhibit 3.1
FEDERAL IDENTIFICATION
NO. 04-3437708
(illegible)
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Examiner THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
(illegible)
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Name RESTATED ARTICLES OF ORGANIZATION
Approved (GENERAL LAWS, CHAPTER 156B, Section 74)
We, Stephen B. Lawson, President, and John S. Burnett, Clerk, of CCBT
Bancorp, Inc., located at 307 Main Street, Hyannis, MA 02601, do hereby certify
that these Articles of Amendment affecting articles numbered: Article I of the
Articles of Organization were duly adopted at a meeting held on July 15, 1999,
by vote of: 6,348,130.589 shares of Common stock of 8,957,564 shares
outstanding, being at least two-thirds of each type, class or series outstanding
and entitled to vote thereon:
ARTICLE I
The exact name of the corporation is:
CCBT FINANCIAL COMPANIES, INC.
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
A. To acquire, invest in or hold stock in any subsidiary permitted under
(i) the Bank Holding Company Act of 1956, and (ii) Massachusetts
General Laws, Chapter 167, as such statutes may be amended from time to
time, and to engage in any other activity or enterprise permitted to a
bank holding company under said statutes or other applicable law.
B. To buy, sell, invest in, hold and deal in property of every nature and
description, real and personal, tangible and intangible, permissible
for such a corporation.
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C. To carry on any business or other activity which may be lawfully
carried on by a corporation organized under the Business Corporation
Law of the Commonwealth of Massachusetts, whether or not related to
those referred to in the foregoing paragraphs.
ARTICLE III
State the total number of shares and par value, if any, of each class
of stock which the corporation is authorized to issue.
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WITHOUT PAR VALUE WITH PAR VALUE
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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Common: 0 Common: 12,000,000 $1.00
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Preferred: 0 Preferred: 0
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ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None.
ARTICLE VI
**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholder, or of any class of stockholders.
Please see attached Addendum A.
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ADDENDA TO THE AMENDED AND RESTATED
ARTICLES OF ORGANIZATION OF
CCBT BANCORP, INC.
Addendum A
ARTICLE VI (A)
LIMITATION OF LIABILITY OF DIRECTORS
A. No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director notwithstanding any provision of law imposing such liability;
provided, however, that this Article shall not eliminate or limit any liability
of a Director (i) for any breach of the Director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Sections 61 or 62 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts, or (iv) with respect to any transaction from which the Director
derived an improper personal benefit.
B. No amendment or repeal of this Article shall adversely affect the
rights and protection afforded to a Director of this Corporation under this
Article for acts or omissions occurring prior to such amendment or repeal. If
the Massachusetts Business Corporation Law is hereafter amended to further
eliminate or limit the personal liability of Directors or to authorize corporate
action to further eliminate or limit such liability, then the liability of the
Directors of this Corporation shall be eliminated or limited to the fullest
extent permitted by the Massachusetts Business Corporation Law as so amended.
ARTICLE VI (B)
STOCKHOLDER VOTE REQUIRED FOR AMENDMENT OF
ARTICLES OF ORGANIZATION
These Articles may be amended at any annual meeting of stockholders, or
special meeting of stockholders called for such purpose, by the affirmative vote
of at least two-thirds of the total votes eligible to be cast on such amendment
by holders of voting stock, voting together as a single class; provided,
however, that if the Board of Directors recommends that stockholders approve
such amendment at such meeting of stockholders, such amendment shall only
require the affirmative vote of a majority of the total votes eligible to be
cast on such amendment by holders of voting stock, voting together as a single
class.
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ARTICLE VI (C)
STOCKHOLDER VOTE REQUIRED FOR CERTAIN TRANSACTIONS
Whenever any vote of the stockholders of the Corporation is required by
applicable law to approve any (i) sale, lease or exchange of all or
substantially all of the property or assets, including goodwill, of the
Corporation or (ii) merger or consolidation of the Corporation with or into any
another corporation, such approval shall require the affirmative vote of at
least two-thirds of the total votes eligible to be cast on such sale, lease or
exchange, or merger or consolidation, by holders of voting stock, voting
together as a single class, at any annual meeting of stockholders or special
meeting of stockholders called for such purpose; provided, however, that if the
Board of Directors recommends that stockholders approve such sale, lease or
exchange, or merger or consolidation, at such meeting of stockholders, such
approval shall require the affirmative vote of a majority of the total votes
eligible to be cast on such sale, lease or exchange, or merger or consolidation,
by holders of voting stock, voting together as a single class.
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Addendum B
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Post Office
Name Residence Address
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President: Stephen B. Lawson 218 Willow Street Same
West Barnstable, MA 02668
Treasurer: Noal D. Reid 156 Blue Rock Road Same
South Yarmouth, MA 02664
Clerk: John S. Burnett 14 Madison Avenue Same
Centerville, MA 02632
Directors:
Class I Mr. William C. Snow 24 Gibson Road P.O. Box 355
Orleans, MA 02653 Orleans, MA 02653
Mr.George D. Denmark 29 Depot Road P.O. Box 92
Cataumet, MA 02534 Cataumet, MA 02534
Class II Mr. Stephen B. Lawson 218 Willow Street Same
West Barnstable,
MA 02668
Mr. Palmer Davenport 177 Uncle Barney's Road P.O. Box 218
West Dennis, MA 02670 West Dennis, MA 02670
Class III Mr. John F. Aylmer 119 Tern Lane Same
Centerville, MA 02632
Mr. John Otis Drew 39 Sea Marsh Road Same
Centerville, MA 02632
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ARTICLE VII
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THE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PART OF THE
ARTICLES OF ORGANIZATION.
a. The street address (post office boxes are not acceptable) of the
principal office of the corporation in Massachusetts is:
307 Main Street, Hyannis, Massachusetts 02601
b. The name, residential address and post office address of each director
and officer of the corporation is as follows:
POST OFFICE
NAME RESIDENTIAL ADDRESS ADDRESS
President: Stephen B. Lawson 218 Willow Street
West Barnstable, MA 02630 Same
Treasurer: Noal D. Reid 156 Blue Rock Road
South Yarmouth, MA 02664 Same
Clerk: John S. Burnett 14 Madison Avenue
Centerville, MA 02632 Same
Directors: SEE ADDENDUM B
c. The fiscal year (i.e., tax year) of the corporation shall end on the
last day of the month of: December
d. The name and business address of the resident agent, if any, of the
corporation is: John S. Burnett, Clerk
307 Main Street, Hyannis, Massachusetts 02601
**We further certify that the foregoing Restated Articles of Organization affect
no amendments to the Articles of Organization of the corporation as heretofore
amended, except amendments to the following articles. Briefly describe
amendments below:
Article VI changed. There is now an attached Addendum A which contains 3
additional provisions dealing with limitation of liability of directors,
stockholder vote required for amendment of the Articles of Organization, and
stockholder vote required for certain transactions.
SIGNED UNDER THE PENALTIES OF PERJURY, this 20 day of August, 1999.
/s/ Stephen B. Lawson
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Stephen B. Lawson, President
/s/ John S. Burnett
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John S. Burnett, Clerk
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IDENTIFICATION NO. 04-3437708
(illegible)
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Examiner THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston,
Massachusetts 02108-1512
(illegible)
- --------------
Name ARTICLES OF AMENDMENT
Approved (GENERAL LAWS, CHAPTER 156B, Section 72)
We, Stephen B. Lawson, President, and John S. Burnett, Clerk, of CCBT
Bancorp, Inc., located at 307 Main Street, Hyannis, MA 02601, do hereby certify
that these Articles of Amendment affecting articles numbered: Article I
of the Articles of Organization were duly adopted at a meeting held on July 15,
1999, by vote of:
6,348,130.589 shares of Common Stock of 8,957,564 shares outstanding, being at
least a majority of each type, class or series outstanding and entitled to vote
thereon: To amend the Restated Articles of Organization as follows:
Article I
The name of the corporation is: CCBT Financial Companies, Inc.
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: _____________________
SIGNED UNDER THE PENALTIES OF PERJURY, this 21 day of September, 1999.
/s/ Stephen B. Lawson
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Stephen B. Lawson, President
/s/ John S. Burnett
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John S. Burnett, Clerk
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