Exhibit 3.1
1996 Amended Articles of Incorporation and the 1995 Amended
and Restated Articles of Incorporation of Federal Trust Corporation
RESTATED ARTICLES OF INCORPORATION
OF
FEDERAL TRUST CORPORATION
The Articles of Incorporation of Federal Trust Corporation (the "Corporation")
were filed on August 5, 1988 under the name First Coast Bancorp, Inc. And
assigned Charter No. M92930. The Articles of Incorporation were amended by
amendments filed with the Secretary of State of the State of Florida on
September 23, 1988, November 4, 1988 and March 26, 1990. Articles of Restatement
of the Articles of Incorporation were filed with the Secretary of State on
August 2, 1990 and an amendment thereto was filed on May 21, 1991.
The Board of Directors of the Corporation desires that the Articles of
Incorporation of the Corporation, as previously amended and restated, be further
amended and restated in accordance with the provisions of Section 607.1007 of
the Florida Business Corporation Act (the "Act"). Accordingly, the Articles of
Incorporation of the Corporation as heretofore amended and restated are hereby
amended and restated to read as follows:
ARTICLE I - NAME
The name of the Corporation is Federal Trust Corporation.
ARTICLES II - PRINCIPAL OFFICE -
STREET AND MAILING ADDRESS
The street and mailing address of the principal office of the Corporation is
1211 Orange Avenue, Winter Park, Florida 32789.
ARTICLE III - CAPITAL STOCK
The Corporation is authorized to issue 5,000,000 shares of common stock, par
value one cent ($.01) per share (the "Common Stock").
ARTICLE IV - REGISTERED OFFICE AND AGENT
The street address of the registered officer of the Corporation is 1211 Orange
Avenue, Winter Park, Florida 32789 and the registered agent of the corporation
at that address is Donald R.
Wrenn.
ARTICLE V - POWERS AND GOVERNANCE
The Corporation and its Board of Directors shall have all powers provided for
under the Act and otherwise provided by law. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. With respect to matters of corporate governance and the election of
directors:
A. The directors need not be elected by written ballot unless otherwise
provided in the Bylaws.
B. All action required or permitted to be taken by the Stockholders must be
taken at a duly called annual or special meeting of the stockholders of the
Corporation (the "Stockholders") of the class or classes of stockholders
entitled to vote on the matter(s) to be voted upon and such action may not be
effected by a written consent of the Stockholders (or the members of such class
or classes of Stockholders) without a meeting.
C. Special meetings of the Stockholders my be called only by (i) the Board
of Directors pursuant to a resolution duly adopted by a majority of the total
number of directors that authorized whether or not any vacancies then exist is
previously authorized directorships (the Board of Directors as comprised of all
directorships authorized at a given time being the "Full Board"0, or (ii) by
Stockholders who hold not less that ten percent (10%) of all of the voted
entitled to be cast on any issued proposed to be considered at the proposed
special meeting by their signing, dating and delivering to the Corporation's
Secretary one or more written demands for the meeting describing the purpose or
purposed for which it is to be held.
ARTICLE VI - DIRECTORS
Section 1. Number, Staggered Terms. The number of directors shall be fixed
from time to time exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the Full Board. However, the maximum number of
directors shall be eleven and the minimum number shall be three. The directors
shall be divided into three (3) classes, as nearly equal in number as reasonably
possible, with the term of office of those of the first class elected at any
annual meeting to expire at the next ensuing annual meeting of Stockholders, the
term of the second class at the second annual meeting of Stockholders after such
directors were elected and the term of the third class at the third annual
meeting of Stockholders after such directors were elected. At each annual
meeting of Stockholders following such initial classification and election, each
director elected to succeed a director whose term expires shall be elected for a
term of the same duration as that of the director he or she succeeds.
Section 2. New Directorships and Vacancies. Newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies in the Board of Directors resulting from death, resignation,
disqualification, removal from office or other cause may be filled only by a
majority vote of the directors then in office, though less that a quorum, and
directors so chosen shall hold office for a term expiring at the annual meeting
of Stockholders at which the term of office of the class to which they have been
elected expires. No decrease in the number of directors constituting the Board
of Directors shall shorten the term of any incumbent director.
Section 3. Notice of Nominations, etc. Advance notice of Stockholder
nominations for the election of directors and of business to be brought by
stockholders before any meeting of the Stockholders of the Corporation shall be
given in the manner provided in the Bylaws of the Corporation.
Section 4. Removal of Directors. Any director of directors may be removed
from office, with or without cause, by the affirmative vote of the holders of
majority of the voting power of all the then-outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of directors
voting together as a single class.
ARTICLE VII - INDEMNIFICATION
Section 1. Third Party Proceedings. The Corporation shall indemnify any
person who was or is party to any proceeding (other than an action by, or in the
right of, the Corporation), by reason of the fact that he is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
liability incurred in connection with such proceeding, including any appeal
thereof, if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best action or proceeding, has no reasonable cause to
believe his judgment, order, settlement, or conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in, or not opposed to, the best interest of the Corporation or, with respect
to any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 2. Derivative Proceedings. The Corporation shall indemnify any
person who was or is a party to any proceeding by or in the right of the fact
that he 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, or
other enterprise, against expenses and amounts paid in settlement not exceeding,
the judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Corporation, except that no indemnification shall be made under this section
in respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable unless, and only to the extent that, the court in
which proceeding was brought, or any other court of competent jurisdiction,
shall determine upon application that, circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
Section 3. Expenses. To the extent that a director, officer, employee, or
agent of the Corporation has been successful on the merits or otherwise in
defense of any proceeding referred to in Section 1 or Section 2, or in defense
of any claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.
Section 4. Standard of Conduct. Any indemnification under Section 1 or
Section 2, unless pursuant to a determination by a court, shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section 1 or Section 2. Such determination shall be made:
(a) By the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such proceeding;
(b) If such a quorum is not obtainable or, even if obtainable, by majority
vote of a committee duly designated by the board of directors (in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;
(c) By independent legal counsel:
(1) Selected by the board of directors prescribed in paragraph (a) or the
committee prescribed in paragraph (b); or
(2) If a quorum of the directors cannot be obtained for paragraph (a) and
the committee cannot be designated under paragraph (b), selected by majority
vote of the full board of directors (in which directors who are parties may
participate); or
(d) By the Stockholders by a majority vote of a quorum consisting of
Stockholders who were not parties to such proceeding or, if no such quorum is
obtainable, by a majority vote of Stockholders who were not parties to such
proceeding.
Section 5. Reasonableness of Expenses. Evaluation of the reasonableness of
expenses and authorization of indemnification shall be made in the same manner
as the determination that indemnification is permissible. However, if the
determination of permissibility is made by independent legal counsel, persons
specified by paragraph (C) of Section 4 shall evaluate the reasonableness of
expenses and may authorize indemnification.
Section 6. Advances for Expenses. Expenses incurred by an officer or
director in defending a civil or criminal proceeding may be paid by the
Corporation in advance of the final disposition of such proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if he is ultimately found not to be entitled to indemnification by the
Corporation pursuant to this Article VII. Expenses incurred by other employees
and agents may be paid in advance upon such terms or conditions that the board
of directors deems appropriate.
Section 7. Nonexclusivity of Indemnification Provisions. The
indemnification and advancement of expenses provided pursuant to this Article
are not exclusive and the Corporation may make any other or further
indemnification or advancement of expenses of any of its directors, officers,
employees, or agents, under any bylaw, agreement, vote of Stockholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while hold such office. However,
indemnification or advancement of expenses shall not be made to or on behalf of
any director, officer, employee, or agent if a judgment or other final
adjudication established that his actions or omissions to act were material to
the cause of action so adjudicated and constitute:
(a) A violation of the criminal law, unless the director, officer, employee
or agent had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful;
(b) A transaction from which the director, officer, employee, or agent
derived an improper personal benefit;
(c) In the case of director, a circumstance under which the liability
provisions of Section 607.0834 of the Act are applicable; or
(d) Wilful misconduct or a conscious disregard for the best interest of the
Corporation in a proceeding by or in the right of the Corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Section 8. Applicability to Former Officers, Etc. Indemnification and
advancement of expenses as provided in this Article shall continue as, unless
otherwise provided when authorized or ratified, to a person who has ceased to be
a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person, unless otherwise provided
when authorized or ratified.
Section 9. Court Ordered Indemnification. Notwithstanding the failure of
the Corporation to provide indemnification, and despite any contrary
determination of the board or of the Stockholders in the specific case, a
director, officer, employee, or agent of the Corporation who is or was a party
to a proceeding may apply for indemnification or advancement of expenses, or
both, to the court conducting the proceeding, to the circuit court, or to
another court of competent jurisdiction. On receipt of an application, the
court, after giving any notice that it considers necessary, may order
indemnification and advancement of expenses, including expenses incurred in
seeking court-ordered indemnification or advancement of expenses, if it
determines that:
(a) The director, officer, employee, or agent is entitled to mandatory
indemnification under Section 3, is which case the court shall also order the
Corporation to pay the director reasonable expenses incurred in obtaining
court-ordered indemnification or advancement of expenses;
(b) The director, officer, employee, or agent is entitled to
indemnification or advancement of expenses, or both, by virtue of the exercise
by the Corporation of its power pursuant to Section 7; or
(c) The director, officer, employee, or agent is fairly and reasonably
entitled to indemnification or advancement of expenses, or both, in view of all
the relevant circumstances, regardless of whether such person met the standard
of conduct set forth in Section 1, Section 2 or Section 3.
Section 10. Merger, Etc. For purposes of this Article, the term
"Corporation" incudes, in addition to the resulting corporation, any constituent
corporation (including an constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director, officer,
employee, or agent of constituent corporation, or is or was serving at the
request of constituent corporation as director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise, is
in the same position under this Article with respect to the resulting or
surviving corporation as he would have been with respect to such constituent
corporation if its separate existence has continued.
Section 11. Definitions. For purposes of this Article:
(a) The term "other enterprises" includes employee benefit plans;
(b) The term "expenses" included counsel fees, including those for appeal;
(c) The term "liability" includes obligations to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to any
employee benefit plan), and expenses, actually and reasonably incurred with
respect to a proceeding;
(d) The term "proceeding" includes any threatened, pending, or contemplated
action, suite, or other type of proceeding whether civil, criminal,
administrative, or investigative and whether formal of informal;
(e) The term "agent" includes a volunteer;
(f) The term "serving at the request of the Corporation" includes any
service as a director, officer, employee, or agent of the Corporation that
imposes duties on such persons, included duties relating to an employee benefit
plan and its participants or beneficiaries; and
(g) The term "not opposed to the best interest of the Corporation"
describes the actions of a person who acts in good faith and in a manner he
reasonably believes to be in the best interests of the participants and
beneficiaries of any employee benefit plan.
Section 12. Insurance. The Corporation shall have power to purchase and
maintain insurance 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, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Corporation would he have the power to
indemnify him against such liability under the provisions of this section.
Section 13. Extension of Indemnification Provisions. To the extent that the
Act is amended after the date of these Amended and Restated Articles of
Incorporation to permit the Corporation to provide broader indemnification
rights that those set forth above in this Article VII, then these Amended and
Restated Articles of Incorporation shall be deemed to automatically include any
such amendments to the Art.
Section 14. Continuing Indemnification. Any repeal or modification of all
or any part of this Article VII by the stockholders of the Corporation shall not
limit or adversely affect any right of indemnification or protection of a
director by the Corporation existing at the time of such repeal or modification
under the provisions of this Article or otherwise.
ARTICLE VIII - AMENDMENT
The Corporation reserves the right to amend or repeal any provision
contained in these Articles of Incorporation in the manner prescribed by the
laws of the State of Florida and all rights conferred upon stockholders are
granted subject to this reservation; provide, however, that, notwithstanding any
other provision of these Restated Articles of Incorporation or any provision of
law which might otherwise permit a lesser vote or no vote, but in addition to
any vote of the holders of any class or series of the stock of this Corporation
required by law or by these Articles of Incorporation, the affirmative vote of
the holders of a majority of the voting power of all of the then outstanding
shares of the capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
amend or repeal any provision of these Restated Articles of Incorporation.
IN WITNESS WHEREOF, the Chairman of the Board of Directors of the
Corporation has executed these Restated Articles of Incorporated this 22nd day
of July, 1994.
James T. Bell
Chairman of the Board
ACCEPTANCE OF REGISTERED AGENT
The undersigned hereby accepts the designation as Registered Agent of
FEDERAL TRUST CORPORATION.
Donald A. Wrenn
CERTIFICATE
The foregoing Restated Articles of Incorporation of Federal Trust
Corporation were approved by the Corporation's (i) Board of Directors by
majority vote at a regular meeting of the Board held on July 22, 1994 and (ii)
by the majority vote of the holders of the Common Stock at the annual meeting of
stockholders held on July 22, 1994 and the number of votes cast approving such
Restated Articles of Incorporation was sufficient for approval by the
stockholders of the Corporation.
This 22nd day of July, 1994.
Carole M. Jones
Secretary
State of Florida
Department of State
I certify the attached is a true and correct copy of the Articles of
Incorporation, as amended to date, of FEDERAL TRUST CORPORATION, a corporation
organized under the laws of the State of Florida, as shown by the records of
this office.
The document number of this corporation is M92930.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee,
the Capitol, this the
Thirteenth day of August, 1996
/s/Sandra B. Mortham
Sandra B. Mortham
Secretary of State
ARTICLES OF AMENDMENT
TO THE RESTATED ARTICLES OF INCORPORATION
OF FEDERAL TRUST CORPORATION
Pursuant to the provisions of Sections 607.1003 and 607.1006 of the Florida
Statutes, FEDERAL TRUST CORPORATION adopts the following ARticles of Amendment
to its Restated ARticles of Incorporation:
1. The name of the corporation is FEDERAL TRUST CORPORATION.
2 The original Articles of Incorporation for the corporation were filed
on August 5, 1988 and assigned Charter No. M92930. The Articles of Incorporation
were amended by amendments filed with the Secretary of State of the State of
Florida on September 23, 1999, November 4, 1988 and March 26, 1990. Articles of
Restatement of the Articles of Incorporation were filed on August 3, 1990 and
amended on May 21, 1991. Restated ARticles of Incorporation were filed on
October 5, 1994.
3 At a regular meeting of the Board of Directors of the corporation
held on May 7, 1996 the Directors adopted and recommended to the corporation's
Stockholders for approval, and at the annual meeting of the Stockholders of the
corporation held on June 5, 1996 the Stockholders approved, an amendment to the
corporation's restated Articles of Incorporation to delete in their entirety
Sections 1 and 2 of Article VI and to insert in lieu thereof new Sections 1 and
2 to read as follows:
Section 1. Number and Term. The number of directors
shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of
the Full Board. However, the maximum number of directors shall
be eleven and the minimum number shall be three. At each
annual meeting of Stockholders, directors shall be elected to
succeed directors whose terms expire at such annual meeting
for a term expiring at the next annual meeting of
Stockholders.
Section 2. New Directorships and Vacancies. Newly
created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation,
disqualification, removal from office or other cause may be
filled only by a majority vote of the directors then in
office, though less than a quorum, and directors so chosen
shall hold office for a term expiring at the next annual
meeting of Stockholders. No decrease in the number of
directors constituting the Board of Directors shall shorten
the term of any incumbent director.
4. The amendment was approved by the corporation's single class of
Stockholders and the number of votes cast for approval was sufficient.
IN WITNESS WHEREOF, the Chairman of the corporation has executed these
Articles of Amendment this 5th day of June, 1996 on behalf of the corporation.
FEDERAL TRUST CORPORATION
By: /s/James T. Bell, Chairman
James T. Bell, Chairman
FEDERAL TRUST CORPORATION
CERTIFICATE OF RESOLUTIONS
At the regular meeting of the Board of Directors (the "Board") held at the
offices of the Corporation in Winter Park, Florida on March 11, 1994, the
following resolution was unanimously approved by the Board:
RESOLVED that the Board does hereby nominate Mr. James V. Suskiewich to
serve as a Class II Director of the Company until the 1995 Annual
Meeting; and
FINALLY RESOLVED, that the nomination of Mr. Suskiewich be presented to
the shareholders at the 1994 Annual Meeting for election.
THE UNDERSIGNED, being duly elected and incumbent Secretary of the Corporation
does hereby certify that the foregoing Resolution was duly adopted by the Board
on March 11, 1994 and continues in full force and effect as of the date of this
Certificate without alteration or modification.
IN WITNESS WHEREOF, the Corporate Secretary of Federal Trust Corporation has
hereunto affixed her hand and seal on this March 11, 1994.
/s/Carole M. Jones
Carole M. Jones, Secretary