EXHIBIT 3(i).
ARTICLES OF
INCORPORATION OF
F & M NATIONAL CORPORATION
We do hereby associate to form a stock corporation under the
provisions of Chapter 1 of Title 13.1 of the Code of Virginia, 1950, as
amended, for the purposes and under the corporate name hereinafter set
forth.
ARTICLE I
Name
The name of the Corporation is to be F & M NATIONAL CORPORATION.
ARTICLE II
Purpose
The purpose of the Corporation is to buy or otherwise acquire, own and
sell or otherwise dispose of shares of the capital stock and other
securities of other corporations. In addition it shall have all of the
other powers not forbidden by law or required to be stated in these
Articles of Incorporation.
ARTICLE III
Capital Stock
The total number of shares of capital stock which the corporation
shall be authorized to issue shall be 35,000,000 shares consisting of
30,000,000 shares of Common Stock of the par value of $2.00 per share and
5,000,000 shares of Preferred Stock without par value. The Board of
Directors is authorized, subject to the limitations prescribed by law and
the provisions of this Article III, to provide for the issuance of shares
of preferred stock in one or more series and to fix and determine the
relative rights and preference of the shares of any series so established.
No holder of shares of capital stock, either common or preferred, of
the corporation shall have any pre-emptive or preferential right to
subscribe to any unissued capital stock of any class, and the unissued
capital stock may be issued and disposed of by the corporation to such
person or persons and on such terms and for such consideration as the Board
of Directors, in its absolute discretion, may deem advisable.
Preferred Stock. Authority is expressly vested in the Board of
Directors to divide the preferred stock into series and, to fix and
determine the relative rights and preferences of the shares of any series
so established and to provide for the issuance thereof.
Prior to the issuance of any shares of a series of preferred stock the
Board of Directors shall establish such series by adopting a resolution
setting forth the designation and number of shares of the series and the
relative rights and preferences thereof to the extent that variations are
permitted by law.
Common Stock. The holders of the common stock shall, to the exclusion
of the holders of any other class of stock of the Corporation, have the
sole and full power to vote for the election of directors and for all other
purposes without limitation except only as otherwise provided in the
certificate of serial designation for a particular series of preferred
stock, and as otherwise expressly provided by the then existing statutes of
the Commonwealth of Virginia. The holders of the common stock shall have
one vote for each share of common stock held by them.
ARTICLE IV
Registered Office and Agent
The post office address of the initial registered office of the
Corporation shall be 115 North Cameron Street, Winchester, Virginia 22601,
said location being within the City of Winchester, Virginia. The name of
the initial registered agent at such address is Wilbur M. Feltner, who is a
resident of Virginia and a Director of the Corporation, and whose business
office is the same as the registered office of the Corporation.
ARTICLE V
Directors
The initial Board of Directors shall be composed of five persons.
ARTICLE VI
Duration
The period of the duration of the Corporation shall be unlimited and
perpetual.
ARTICLE VII
Indemnification of Directors and Officers
A. To the full extent that the Virginia Stock Corporation Act, as it
exists on the date hereof, including Section 13.1-692.1 thereof, 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 stockholders for
any monetary damages in excess of One Dollar ($1.00).
B. To the full extent permitted and in the manner prescribed by the
Virginia Stock Corporation Act and any other applicable law, the
Corporation shall indemnify a director or officer of the Corporation who is
or was a party to any proceeding by reason of the fact that he is or was
such a director or officer or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise. 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.
C. 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 B of
this Article who was or is a party to any proceeding, by reason of the fact
that he is or was an employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, to the same extent as if such
person were specified as one to whom indemnification is granted in Section
B.
D. 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 or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against any liability
asserted against or incurred by 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.
E. In the event there has been a change in the composition of the
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 Section A of this
Article 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.
F. The provisions of this Article shall be applicable to all actions,
claims, suits or proceedings commenced after the adoption hereof, whether
arising from any action taken or failure to act before or after such
adoption. 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 prior to such amendment, modification
or repeal.
G. Reference herein to directors, officers, employees or agents shall
include former directors, officers, employees and agents and their
respective heirs, executors and administrators.
ARTICLE VIII
Miscellaneous
The Corporation shall have the power to enter into partnership
agreements with other corporations, whether organized under the laws of
Virginia or otherwise, or with any individual or individuals. The
Corporation shall have the further power to guarantee or become surety in
respect of the stock, bonds or other securities and obligations of all
other corporations, partnerships, associations or individuals.
ARTICLE IX
SHAREHOLDER APPROVAL OF
CERTAIN TRANSACTIONS
An amendment of the Corporation's Articles of Incorporation, a plan of
merger or exchange, a transaction involving the sale of all or
substantially all of the Corporation's assets other than in the regular
course of business, and a plan of dissolution shall be approved by a vote
of a majority of all votes entitled to be cast on such transactions by each
voting entitled to vote on the transaction at a meeting in 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.
Given under our hands this 25th day of April, 1995.
/s/
W. M. Feltner, President
ATTEST:
/s/
Alfred B. Whitt, Secretary
- -- Amendment made at the Annual Meeting of Shareholders' held April 25,
1995, to amend Article III, first paragraph, to provide for an
increase in the number of shares of capital stock from 25,000,000 to
35,000,000 of which 30,000,000 will consist of common stock and
5,000,000 of preferred stock.