Exhibit 3.1
ARTICLES OF INCORPORATION
OF
BAY BANKS OF VIRGINIA, INC.
I. NAME
The name of the corporation is Bay Banks of Virginia, Inc.
II. PURPOSE
The purpose for which the Corporation is formed is to act as a bank
holding company and to transact any or all lawful business not required to be
specifically stated in these Articles for which corporations may be incorporated
under the Virginia Stock Corporation Act, as amended from time to time.
III. CAPITAL STOCK
The Corporation shall have authority to issue five million (5,000,000)
shares of Common Stock, par value $5.00 per share, and two million (2,000,000)
shares of Preferred Stock, par value $5.00 per share. The rights, preferences,
voting powers and the qualifications, limitations and restrictions of the
authorized stock shall be as follows:
A. Preferred Stock
The Preferred Stock may be issued from time to time in one or more
classes or series, with such distinctive designations, rights and preferences as
shall be stated and expressed herein or in the resolution or resolutions
providing for the issuance of shares of a particular series, and in such
resolution or resolutions providing for the issuance of shares of such series,
the Board of Directors is expressly authorized to fix or establish the basis for
determining:
(a) the maximum number of shares constituting such class or series,
and the designation of such class or series, which shall be such as to
distinguish the shares thereof from the shares of all other classes
and series;
(b) the annual or other periodic dividend rate for such series, the
dividend payment dates and, if cumulative, the dates from which
dividends shall be cumulative, and the extent of participation rights,
if any;
(c) any right to vote with holders of shares of any other series or
class and any right to vote as a class, either generally or as a
condition to specified corporate action;
(d) the price at, and the terms and conditions on which, shares may be
redeemed;
(e) the amount payable upon shares in event of involuntary
liquidation;
(f) the amount payable upon shares in the event of voluntary
liquidation;
(g) any sinking fund provisions for the redemption or purchase of
shares;
(h) the rights, if any, of the holders of shares of such series to
convert such shares into other classes of stock of the Corporation, or
to exchange such shares for other securities, and the terms and
conditions of any such conversion or exchange; and
(i) such other rights as may be specified by the Board of Directors
and not prohibited by law.
All shares of Preferred Stock of any one series shall be identical
with each other in all respects except, if so determined by the Board of
Directors, as to the dates from which dividends thereon shall be cumulative; and
all shares of Preferred Stock shall be of equal rank with each other, regardless
of series, and shall be identical with each other in all respects except as
provided herein or in the resolution or resolutions providing for the issuance
of a particular series.
B. Common Stock
Section 1. Subject to the provisions of law and the rights of holders
of shares at the time outstanding of Preferred Stock, the holders of Common
Stock at the time outstanding shall be entitled to receive such dividends at
such times and in such amounts as the Board of Directors may deem advisable.
Section 2. In the event of any liquidation, dissolution or winding up
(whether voluntary or involuntary) of the Corporation, after the payment or
provision for payment in full for all debts and other liabilities of the
Corporation and all preferential amounts to which the holders of shares at the
time outstanding of Preferred Stock shall be entitled, the remaining net assets
of the Corporation shall be distributed ratably among the holders of the shares
at the time outstanding of Common Stock.
Section 3. The holders of Common Stock shall be entitled to one vote
per share on all matters as to which a shareholder vote is taken.
IV. NO PREEMPTIVE RIGHTS
No holder of shares of any class of capital stock of the Corporation
shall have any preemptive or preferential right to subscribe to or purchase (i)
any shares of capital stock of the Corporation, whether now or hereafter
authorized, (ii) any securities convertible into such shares or (iii) any
options, warrants, or rights to purchase such shares or securities convertible
into any such shares.
V. DIRECTORS
Section 1. The Board of Directors shall consist of such number of
individuals as may be fixed or provided for by the bylaws of the Corporation.
Section 2. The Board of Directors shall be divided into three classes,
Class I, Class II and Class III as nearly equal in number as possible. On the
effective date of these articles of incorporation of this Corporation, the
classification of directors of this Corporation shall be implemented as follows:
directors of the first class (Class I) shall be elected to hold office for a
term expiring at the 2000 annual meeting of the shareholders; directors of the
second class (Class II) shall be elected for a term expiring at
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the 1999 annual meeting of the shareholders, and directors of the third class
(Class III) shall be elected to hold office for a term expiring at the 1998
annual meeting of shareholders. The successors to the class of directors whose
terms expires shall be identified as being of the same class as the directors
they succeed and elected to hold office for a term expiring at the third
succeeding annual meeting of shareholders. When the number of directors is
changed, any newly created directorship shall be apportioned among the classes
by the Board of Directors as to make all classes as nearly equal as possible.
Section 3. Directors of the Corporation may be removed only for cause
and with the affirmative vote of at least two-thirds of the outstanding shares
entitled to vote.
Section 4. If the office of any director shall become vacant, the
directors at the time in office, whether or not a quorum, may, by majority vote
of the directors then in office, choose a successor who shall hold office until
the next annual meeting of stockholders. In such event, the successors elected
by the stockholders at that annual meeting shall hold office for a term that
shall coincide with the remaining term of the class of directors to which that
person has been elected. Vacancies resulting from the increase in the number of
directors shall be filled in the same manner.
Section 5. Each director shall hold office until his or her successor
is elected and qualified or until his or her death, resignation, retirement or
removal.
VI. SHAREHOLDER'S QUORUM AND VOTING
Section 1. A quorum for any meeting of the stockholders shall consist
of sixty percent (60%) of the shares of stock of the Corporation entitled to
vote. If a quorum is present, in person and by proxy, the concurring vote of
more than sixty percent (60%) of the voting shares of the Corporation
represented at the meeting shall be required in order to constitute the act of
the stockholders.
Section 2. Notwithstanding the provisions of Section 1, as to any
amendment of the Corporation's Articles of Incorporation, a plan of merger or
exchange, a transaction involving the sale of all or substantially all the
Corporation's assets other than in the regular course of business and a plan of
dissolution shall be approved by the vote of sixty percent (60%) of all the
votes entitled to be cast on such transactions by each voting group entitled to
vote on the transaction at a meeting at which a quorum of the voting group is
present, provided that the transaction has been approved and recommended by at
least two-thirds of the directors in office at the time of such approval and
recommendation. If the transaction is not so approved and recommended, then the
transaction shall be approved by the vote of eighty percent (80%) or more of all
votes entitled to be cast on such transactions by each voting group entitled to
vote on the transaction.
VII. INDEMNIFICATION
Section 1. To the full extent that the Virginia Stock Corporation Act,
as it exists on the date hereof or may hereafter be amended, permits the
limitation or elimination of the liability of directors or officers, a director
or officer of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages.
Section 2. To the full extent permitted and in the manner
prescribed by the Virginia Stock Corporation Act, the Corporation shall
indemnify each director or officer of the Corporation against liabilities,
fines, penalties and claims imposed upon or asserted against him (including
amounts paid in settlement) by reason of having been such director or officer,
whether or not then continuing to so be, and
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against all expenses (including counsel fees) reasonably incurred by him in
connection therewith, except in relation to matters as to which he shall have
been finally adjudged liable by reason of his willful misconduct or a knowing
violation of criminal law in the performance of his duty as such director or
officer. The Board of Directors is hereby empowered, by majority vote of a
quorum of disinterested directors, to contract in advance to indemnify any
director or officer.
Section 3. The Board of Directors is hereby empowered, by majority
vote of a quorum of disinterested directors, to cause the Corporation to
indemnify or contract in advance to indemnify any person not specified in
Section 2 of this Article against liabilities, fines, penalties and claims
imposed upon or asserted against him (including amounts paid in settlement by
reason of having been an employee, agent or consultant of the Corporation,
whether or not then continuing so to be, and against all expenses (including
counsel fees) reasonably incurred by him in connection therewith, to the same
extent as if such person were specified as one to whom indemnification is
granted in Section 2.
Section 4. The Corporation may purchase and maintain insurance to
indemnify it against the whole or any portion of the liability assumed by it in
accordance with this Article and may also procure insurance, in such amounts as
the Board of Directors may determine, on behalf of any person who is or was a
director, officer, employee, agent or consultant of the Corporation against any
liability asserted against or incurred by any such person in any such capacity
or arising from his status as such, whether or not the Corporation would have
power to indemnify him against such liability under the provisions of this
Article.
Section 5. In the event there has been a change in the composition of
a majority of the Board of Directors after the date of the alleged act or
omission with respect to which indemnification is claimed, any determination as
to indemnification and advancement of expenses with respect to any claim for
indemnification made pursuant to Sections 2 or 3 of this Article VII shall be
made by special legal counsel agreed upon by the Board of Directors and the
proposed indemnitee. If the Board of Directors and the proposed indemnitee are
unable to agree upon such special legal counsel, the Board of Directors and the
proposed indemnitee each shall select a nominee, and the nominees shall select
such special legal counsel.
Section 6. No amendment, modification or repeal of this Article shall
diminish the rights provided hereby or diminish the right to indemnification
with respect to any claim, issue or matter in any then pending or subsequent
proceeding that is based in any material respect on any alleged action or
failure to act occurring before the adoption of such amendment, modification or
repeal.
Section 7. Every reference herein to director, officer, employee,
agent or consultant shall include (i) every director, officer, employee, agent,
or consultant of the Corporation or any corporation the majority of the voting
stock of which is owned directly or indirectly by the Corporation, (ii) every
former director, officer, employee, agent, or consultant of the Corporation,
(iii) every person who may have served at the request of or on behalf of the
Corporation as a director, officer, employee, agent, consultant or trustee of
another corporation, partnership, joint venture, trust or other entity, and (iv)
in all of such cases, his executors and administrators.
VIII. INITIAL DIRECTORS
Set forth below are the names and addresses of the individuals who are
to serve as the initial directors of the Corporation:
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Name Addresses
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Ammon G. Dunton, Jr. P. O. Box 38
Merry Point, Virginia 22513
Austin L. Roberts, III P. O. Box 1869
Kilmarnock, Virginia 22482
Weston F. Conley, Jr. Box 85
Morattico, Virginia 22523
William A. Creager Route 1, Box 661
Kilmarnock, Virginia 22482
Thomas A. Gosse P. O. Box 467
Irvington, Virginia 22480
W. Bruce Sanders P. O. Box 1893
Kilmarnock, Virginia 22482
IX. INITIAL REGISTERED OFFICE AND AGENT
The post office address of the initial registered office is Dunton,
Simmons & Dunton, 678 Rappahannock Drive, Whitestone, Virginia. The name of the
town in which the initial registered office is located is Whitestone, Virginia.
The name of the initial registered agent is Ammon G. Dunton, Jr., whose business
office is the same as the registered office and who is a resident of Virginia
and a member of the Virginia State Bar.
Dated: February 10, 1997
/s/ Ammon G. Dunton, Jr.
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Ammon G. Dunton, Jr.
Incorporator
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ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
BAY BANKS OF VIRGINIA, INC
I. Name. The name of the corporation is Bay Banks of Virginia, Inc.
II. Text of Amendment. Article III of the Corporation's Articles of
Incorporation shall be amended to increase the number of authorized shares of
common stock from 5,000,000 to 10,000,000 shares. The first paragraph of Article
III, as amended, shall read as follows:
The Corporation shall have authority to issue ten million (10,000,000)
shares of Common Stock, par value $5.00 per share, and two million
(2,000,000) shares of Preferred Stock, par value $5.00 per share. The
rights, preferences, voting powers and the qualifications, limitations and
restrictions of the authorized stock shall be as follows:
III. Adoption and Date of Adoption. The foregoing amendment was adopted on
May 20, 2002 by the Corporation's Board of Directors without shareholder
approval pursuant to Section 13.1-706(3) and (4) of the Virginia Stock
Corporation Act. The Corporation has one class of capital stock outstanding, and
shareholder action on the amendment was not required.
IV. Effective Date. The Certificate of Amendment shall become effective at
5:00 p.m., eastern standard time, on July 1, 2002, in accordance with Section
13.1-606 of the Virginia Stock Corporation Act.
Dated: June 28, 2002 BAY BANKS OF VIRGINIA, INC.
By:/s/ Richard C. Abbott
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Richard C. Abbott
Treasurer