Exhibit 3.1
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 35,900,000 shares consisting of 30,900,000
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 11th day of August, 1999.
/s/ Alfred B. Whitt
--------------------------
Alfred B. Whitt, President
ATTEST:/s/ Michael L. Bryan
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Michael L. Bryan, Secretary and General Counsel
AMENDMENTS TO ARTICLES OF INCORPORATION:
1. Amendment made at the Annual Shareholders' Meeting held April 14, 1981, by
removal of "3,000,000 shares" and substituting "6,000,000" shares.
2. Amendment to Article III, Capital Stock, made at the Annual Shareholders'
Meeting held April 10, 1984, to provide for preferred stock.
3. Amendment made at the Annual Shareholders' Meeting held April 14, 1987, to
provide for an increase in the number of shares of the common stock from
6,000,000 shares to 10,000,000 shares.
4. Amendment made at the Annual Shareholders' Meeting held April 12, 1988,
striking the present Article VII and substituting the above Article VII.
5. Amendment made at the Annual Meeting of Shareholders held April 11, 1989, to
provide for an increase in the number of shares of common stock from 10,000,000
to 20,000,000.
6. Amendment made at the Annual Meeting of Shareholders' held April 30, 1991, to
add Article IX, "Shareholder Approval of Certain Transactions".
7. Amendment made at the Corporation's 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.
8. Amendment adopted at a meeting of the Corporation's Board of Directors held
August 11, 1999, to amend Article III, first paragraph, to provide for an
increase in the number of shares of common stock from 30,000,000 to 30,900,000,
effective September 24, 1999.
INNSBROOK OFFICE: LECLAIR RYAN
TELEPHONE:(804) 270-0070 A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
BLACKSBURG OFFICE: ELEVENTH FLOOR, 707 EAST MAIN STREET DIRECT DIAL:
TELEPHONE:(540) 961-2762 RICHMOND, VIRGINIA 23219 INTERNET:
FILE NUMBER: 2994.030
NORFOLK OFFICE
TELEPHONE:(757) 624-1454 TELEPHONE: (804) 783-2003
November 5, 1999
F&M National Corporation
9 Court Square
Winchester, Virginia 22601
Ladies and Gentlemen:
We have acted as counsel to F&M National Corporation, a Virginia
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-4 of the Company (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission"), relating
to the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of a maximum of 1,926,960 shares (the "Shares") of the
Company's common stock, par value $2.00 per share, issuable pursuant to the
Agreement and Plan of Reorganization, dated as of October 5, 1999, by and
between the Company and The State Bank of the Alleghenies ("State Bank"), and
the related Plan of Share Exchange (collectively, the "Agreement"), whereby each
share of State Bank common stock, par value $0.25 per share, will be exchanged
for shares of Company common stock pursuant to the terms set forth in the
Agreement.
In connection with this opinion, we have considered such questions of
law as we have deemed necessary as a basis for the opinions set forth below, and
we have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of the following:
o the Registration Statement;
o the Articles of Incorporation and By-laws of the Company, as
amended and as currently in effect;
o certain resolutions of the Board of Directors of the Company
relating to the issuance of the Shares and the other transactions
contemplated by the Registration Statement;
o the Agreement; and
o such other documents as we have deemed necessary or appropriate as
a basis for the opinion set forth below.
LeClair Ryan
F&M National Corporation
Page 2
November 5, 1999
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such copies. As to
any facts material to this opinion that we did not independently establish or
verify, we have relied upon statements and representations of officers and other
representatives of the Company and others.
Based upon the foregoing, we are of the opinion that if and when issued
in exchange for shares of State Bank common stock pursuant to the terms of the
Agreement and under the circumstances contemplated by the Registration
Statement, the Shares will be validly issued, fully paid and non-assessable.
The law covered by the opinion set forth above is limited to the laws
of the Commonwealth of Virginia and the federal law of the United States of
America.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.0 to the Registration Statement and to the reference to our name under
the caption "Legal Opinions" in the Proxy Statement/Prospectus constituting a
part of the Registration Statement.
Sincerely,
LECLAIR RYAN
A Professional Corporation
By: /s/George P. Whitley
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George P. Whitley
Vice President