Exhibit 3.1
STATE OF MAINE
ARTICLES OF INCORPORATION
OF
CAMDEN NATIONAL CORPORATION
Pursuant to 13A MRSA (S)403, the undersigned, acting as
incorporator(s) of a corporation, adopt(s) the following Articles of
Incorporation:
FIRST: The name of the corporation is Camden National Corporation and it is
located in Maine, at 2 Elm Street, Camden, Maine 04843.
SECOND: The name of its Clerk, who must be a Maine resident, and the address of
its registered office shall be: Robert Worthing, 2 Elm Street,
Camden, Maine 04843.
THIRD: ("X" one box only)
[X] a. The number of directors constituting the initial board of directors of
the corporation is 13 (See (S)703, 1.A.)
b. If the initial directors have been selected, the names and addresses
of the persons who are to serve as directors until the first annual
meeting of the shareholders or until their successors are elected and
shall qualify are:
Name Address
- ---- -------
David H. Montgomery c/o Allen Agency
Main Street, Camden, ME 04843
Kenneth C. Dickey c/o Haskell & Corthell
10 Main Street, Camden, ME 04843
William S. Brawn c/o French & Brawn
1 Elm Street, Camden, ME 04843
C.R. deRochemont 106 Pleasant Street
Rockland, ME 04841
E. Maynard Graffam, Jr. c/o Penobscot Bay Ice Co., Inc.
Rockport, ME 04856
Frederick G. Hanley Camden National Bank
2 Elm Street, Camden, ME 04843
Gilbert Harmon, Esq. Harmon, Jones & Sanford
20 Mechanic Street, Camden,
ME 04843
1
Robert Heald Union Wood Products
Union, ME 04862
Lawrence N. Hopkins 66 Washington Street
Camden, ME 04843
John S. McCormick, Jr. Box 162
Camden, ME 04843
Keith C. Patten Camden National Bank
2 Elm Street, Camden, ME 04843
Richard N. Simoneau 8 North Main Street
Rockland, ME 04841
Arthur E. Strout, Esq. 10 Masonic Street
Rockland, ME 04841
[ ] There shall be no directors initially; the shares of the corporation will
not be sold to more than twenty (20) persons; the business of the corporation
will be managed by the shareholders (See (S)703, 1.B.)
FOURTH: ("X" one box only)
The board of directors is [X] is not [ ] authorized to increase or decrease the
number of directors. If the board is so authorized, the minimum number, if any
shall be seven (7) directors, (See (S)703, 1.A.) and the maximum number, if any
shall be sixteen (16) directors.
FIFTH: ("X" one box only)
[X] There shall be only one class of shares, viz, common.
Par value of each share (if none, so state): none.
----
Number of shares authorized: 150,000.
-------
[ ] There shall be two or more classes of shares.
The information required by (S)403 concerning each such class is set out in
n/a Exhibit attached hereto and made a part hereof.
- ---
SUMMARY
The aggregate par value of all authorized shares (of all classes)
having a par value is none.
----
2
The total number of authorized shares (of all classes) without par
value is 150,000 shares.
-------
SIXTH: ("X" one box only)
Meeting of the shareholders may [X] may not [ ] be held outside the
State of Maine.
SEVENTH: ("X" if applicable) There are no preemptive rights. [X]
EIGHTH: Other provisions of these articles, if any, including provisions for
the regulation of the internal affairs of the corporation, are set out
in Exhibit n/a attached hereto and made a part hereof.
- --------------------------------------------------------------------------------
DATED: March 20, 1984
INCORPORATORS RESIDENCE ADDRESSES
Box 189
/s/ Rendle A. Jones Camden, Maine 04843
_______________________________________
Articles are to be executed as follows:
If a corporation is an incorporator ((S)402), the name of the corporation
should be typed and signed on its behalf by an officer of the corporation.
The address of the principal place of business of the incorporator
corporation should be given. The articles of incorporation must be
accompanied by a certificate of an appropriate officer of the corporation
certifying that the person executing the articles on behalf of the
corporation was duly authorized to do so.
3
STATE OF MAINE
ARTICLES OF AMENDMENT
(Amendment by Incorporator)
Pursuant to 13-A MRSA (S)803, the under-
signed corporation adopts these Articles
of Amendment.
FIRST: The organizational meeting of the Board of Directors required by (S)407
has not yet occurred.
SECOND: The amendments set out in Exhibit A attached were adopted by the sole
Incorporator, by unanimous written consent on July 18, 1984.
THIRD: The number of shares that the Corporation has authority to issue
hereafter is as follows:
Class Series (if any) No. of shares Par value (if any)
----- --------------- ------------- ------------------
common none 600,000 none
The aggregate par value of all such shares (of all classes and
series) having par value is none.
----
The total number of all such shares (of all classes and
series) without par value is 600,000 shares.
-------
FOURTH: The address of the registered office in Maine 2 Elm Street, Camden,
---------------------
Maine 04843.
-----------
CAMDEN NATIONAL CORPORATION
By: /s/ Robert E. Worthing, Clerk
Dated: August 30, 1984
4
EXHIBIT A
1. The number of authorized shares of common stock with no par value shall be
increased from 150,000 shares to 600,000 shares.
2. The Directors of the Corporation shall be divided into three classes and
one-third of the Directors, or as near as one-third as possible, shall be
assigned to each class. The initial Board of Directors shall consist of
thirteen persons and Class A and Class B shall each consist of four Directors
while Class C shall consist of five Directors. At the first annual meeting of
Shareholders, Directors of all three classes shall be elected with the term of
office of the Class A Directors expiring at the first annual meeting of
Shareholders after their election that of the Class B Directors expiring at the
second annual meeting after their election and that of the Class C Directors
expiring at the third annual meeting after their election. Thereafter, as the
term of office of the Class of Directors expires, the Directors of that Class
shall be elected for a three-year term.
3. When any vacancy occurs in the Board of Directors, including those created
by an increase in the number of Directors, the remaining members of the Board
may appoint a Director to fill such vacancy at any regular or special meeting of
the Board.
4. Cumulative voting shall not be employed in voting for Directors or for any
other purpose.
5. Bylaws may be amended, altered, or appealed at any regular meeting of the
Board of Directors or Shareholders by a two-thirds vote of the Shareholders
after notice of such intended action as required by law.
6. The Board of Directors, when evaluating any offer of another party to (a)
make a tender or exchange offer for the equity securities of the corporation or
any subsidiary, (b) merge or consolidate the corporation or any subsidiary with
another corporation, or (c) purchase or otherwise acquire all or substantially
all of the properties and assets of the corporation, or any subsidiary, shall,
in connection with the exercise of its judgement in determining what is in the
best interests of the corporation and its stockholders, give due consideration
to all relevant factors, including by way of illustration, but not of
limitation, any of the following:
6.1 Whether the offer is acceptable based on historical operating results,
the financial condition of the corporation and its subsidiaries, and its future
prospects;
6.2 Whether a more favorable offer could be obtained for the securities or
assets of the corporation or its subsidiary in the foreseeable future;
6.3 The social, economic or other material impact which an acquisition of
the equity securities of the corporation or substantially all of its assets
would have upon the employees and customers of the corporation and its
subsidiaries and the communities which they serve;
6.4 The reputation and business practices of the offeror and its
management and affiliates as they would affect the employees and customers of
the corporation and its subsidiaries and the future value of the corporation
stock;
6.5 The value of the securities, if any, which the offeror is offering in
exchanges for the corporation's or its subsidiaries' securities or assets based
on an analysis of the worth of the corporation or of its subsidiaries as
5
compared to the offeror corporation or other entity whose securities are being
offered; and
6.6 Any anti-trust or other legal or regulatory issues that are raised by
the offer.
7. If the Board of Directors determines that an offer of the type
identified in paragraph 6 should be rejected, it may take any lawful action to
accomplish its purpose including, but not limited to any of the following:
7.1 Advising shareholders not to accept the offer.
7.2 Litigation against the offeror.
7.3 Filing complaints with any governmental and regulatory authorities.
7.4 Acquiring the corporation's securities.
7.5 Selling or otherwise issuing authorized but unissued securities of
treasury stock or granting options with respect thereto.
7.6 Acquiring a company to create an anti-trust or other regulatory
problem for the offeror.
7.7 Obtaining a more favorable offer from anther individual or entity.
8. The provisions of paragraph 6 and 7 and this paragraph 8 may be
amended only by the affirmative vote of two-thirds of the outstanding shares of
common stock of the corporation and by the affirmative vote of two-thirds of the
outstanding shares of preferred stock of the corporation, if any.
6
STATE OF MAINE
NOTIFICATION BY CLERK OF
CHANGE IN NAME OR
REGISTERED OFFICE
Pursuant to 13-A MRSA (S)304(6), the under-
signed clerk gives notice of change of clerk's
name and/or registered office of each corpora-
tion listed in item FIFTH:
FIRST: Name of clerk appearing on the record in Secretary of State's office
Robert Worthing.
---------------
SECOND: New name of clerk, if name has changed Robert E. Worthing.
------------------
THIRD: Address of former registered officer 2 Elm Street, Camden, ME 04843.
------------------------------
FOURTH: Address of new registered office 2 Elm Street, P.O. Box 310, Camden, ME
--------------------------------------
04843.
-----
FIFTH: Notice of the above has been sent to the following corporations, whose
clerk's name and/or office has been changed, by the undersigned as
clerk of each Camden National Corporation.
Dated: April 24, 1987
/s/ Robert E. Worthing, Clerk
7
STATE OF MAINE
STATEMENT OF INTENTION
TO DO BUSINESS UNDER
AN ASSUMED NAME
Pursuant to 13-A MRSA (S)307, the undersigned, a corporation (incorporated under
the laws of the State of Maine), gives notice of its intention to do business in
this State under an assumed name.
FIRST: The name of the corporation is Camden National Corporation.
---------------------------
SECOND: The address of the registered office of the corporation in the
State of Maine is PO Box 310, 2 Elm Street, Camden, Maine 04843.
----------------------------------------------
THIRD: The corporation intends to transact business under the assumed name
of Camden Appraisal Company.
------------------------
COMPLETE THE FOLLOWING IF APPLICABLE
FOURTH: If such assumed name is to be used at few than all of the
corporation's places of business in this State, the location(s)
where it will be used is (are):
Date: July 9, 1992
By: /s/ Robert E. Worthing, Clerk
8
STATE OF MAINE
ARTICLES OF AMENDMENT
(Amendment by Shareholders
Voting as One Class)
Pursuant to 13-A MRSA (S)(S)805 and 807, the undersigned
corporation adopts these Articles of Amendment
FIRST: All outstanding shares were entitled to vote on the following amendment
as ONE class.
---
SECOND: The amendment set out in Exhibit A attached was adopted by the
shareholders at a meeting legally called and held on July 27, 1993.
THIRD: Shares outstanding and entitled to vote and shares voted for and
against said amendment were:
Number of Shares Outstanding NUMBER NUMBER
and Entitled to Vote Voted For Voted Against
- ------------------------------ --------- -------------
72,574 59,510 30
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares, the manner in which this shall be
effected is contained in Exhibit B attached if it is not set forth in
the amendment itself.
FIFTH: (Complete if Exhibits do not give this information.) If the amendment
changes the number or par values of authorized shares, the number of
shares the corporation has authority to issue thereafter is as
follows:
Class Series (If Any) Number of Shares Par Value (if any)
----- --------------- ---------------- ------------------
Common n/a 2,500,000 no par value
The aggregate par value of all such shares (of all classes and series)
having par value is $ -0-.
-----
The total number of all such shares (of all classes and series)
without par value is 2,500,000 shares.
---------
SIXTH: Address of the registered office in Maine 2 Elm Street, P.O. Box 310,
---------------------------
Camden, Maine, 04843.
--------------------
9
MUST BE COMPLETED FOR VOTE OF CAMDEN NATIONAL CORPORATION
SHAREHOLDERS
I certify that I have custody of the minutes By: /s/ Robert E. Worthing, Clerk
showing the above action by the shareholders.
/s/ Robert E. Worthing, Clerk
Dated: September 27, 1993
10
STATE OF MAINE
ARTICLES OF AMENDMENT
(Amendment by Shareholders
Voting as One Class)
Pursuant to 13-A MRSA (S)(S) 805 and 807, the undersigned
Corporation adopts these Articles of Amendment:
FIRST: All outstanding shares were entitled to vote on the following amendment
as one class.
SECOND: The amendment set out in Exhibit A attached was adopted by the
shareholders at a meeting legally called and held on, May 7, 1996.
THIRD: Shares outstanding and entitled to vote and shares voted for and against
said amendment were:
Number of Shares Outstanding Number Number
And Entitled to Vote Voted For Voted Against
-------------------------------- --------- -------------
2,340,924 1,578,344 158,477
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares, the manner in which this shall be
effected is contained in Exhibit B attached if it is not set forth in
the amendment itself.
FIFTH: (Complete if Exhibits do not give this information.) If the amendment
changes the number or par values of authorized shares, the number of
shares the corporation has authority to issue thereafter, is as
follows:
Class Series (if any) Number of Shares Par Value (if any)
-------------- --------------- ---------------- ------------------
Common n/a 5,000,000 no par value
The aggregate par value of all such shares (of all classes and series)
having par value is $0.
--
The total number of all such shares (of all classes and series
without par value is 5,000,000 shares.
---------
SIXTH: Address of the registered office in Maine 2 Elm Street, P.O. Box 310,
---------------------------
Camden, Maine 04843.
-------------------
11
MUST BE COMPLETED FOR VOTE OF CAMDEN NATIONAL CORPORATION
SHAREHOLDERS
I certify that I have custody of the minutes By: /s/ Robert E. Worthing, Clerk
showing the above action by the shareholders.
/s/ Robert E. Worthing
Dated: May 17, 1996
12
DOMESTIC
BUSINESS CORPORATION
STATE OF MAINE
CHANGE OF CLERK ONLY or CHANGE OF CLERK AND REGISTERED OFFICE
CAMDEN NATIONAL CORPORATION
Pursuant to 13-A MRSA (S)304, the undersigned corporation executes and delivers
for filing the following change(s):
FIRST: The name and registered office of the clerk appearing on the record in
the Secretary of State's office Robert E. Worthing, 2 Elm Street, P.O.
Box 310, Camden, ME 04843.
SECOND: The name and registered office of the successor (new) clerk, who must
be a Maine resident:
Susan M. Westfall
2 Elm Street, Camden, ME 04843 (physical address)
P.O. Box 310, Camden, ME 04843 (mailing address)
THIRD: Upon a change in clerk this must be completed:
[X] Such change was authorized by the board of
directors and the power to make such change is
not reserved to the shareholders by the articles
or the bylaws.
[ ] Such change was authorized by the shareholders.
DATED: November 24, 1998
By: /s/ Susan M. Westfall, Clerk
MUST BE COMPLETED FOR VOTE
OF SHAREHOLDERS
I certify that I have custody of the minutes
showing the above action by the shareholders.
______________________________________________
(signature of clerk, secretary or asst.
secretary)
13
THE FOLLOWING SHALL BE COMPLETED BY THE CLERK UNLESS THIS DOCUMENT IS
------
ACCOMPANIED BY FORM MBCA-18A ((S)304.2-a.)
The undersigned hereby accepts the appointment as clerk for the above named
domestic business corporation.
Clerk Dated: November 24, 1998
/s/ Susan M. Westfall
14
DOMESTIC
BUSINESS CORPORATION
STATE OF MAINE
ARTICLES OF AMENDMENT
(Shareholders Voting as One Class)
CAMDEN NATIONAL CORPORATION
Pursuant to 13-A MRSA (S)(S)805 and 807, the undersigned corporation adopts
these Articles of Amendment:
FIRST: All outstanding shares were entitled to vote on the following amendment
as one class.
SECOND: The amendment set out in Exhibit A attached was adopted by the
shareholders on November 9, 1998
[X] at a meeting legally called and held OR [ ] by unanimous
written consent
THIRD: Shares outstanding and entitled to vote and shares voted for and
against said amendment were:
Number of Shares Outstanding Number Number
And Entitled to Vote Voted For Voted Against
---------------------------- --------- -------------
2,248,060 1,932,002 8,093
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares, the manner in which this shall be
effected is contained in Exhibit B attached if it is not set forth in
the amendment itself.
FIFTH: If the amendment changes the number or par values of authorized shares,
the number of shares the corporation has authority to issue
thereafter, is as follows:
Class Series (If Any) Number of Shares Par Value (If Any)
- ----- --------------- ---------------- ------------------
Common n/a 10,000,000 No par value
The aggregate par value of all such shares (of all classes and series) having
par value is $ 0.
15
The total number of all such shares (of all classes and series) without par
value is 10,000,000 shares.
----------
SIXTH: The address of the registered office of the corporation in the State of
Maine is 2 Elm Street, P.O. Box 310, Camden, Maine 04843.
-----------------------------------------------
DATED: November 24, 1998 By: /s/ Susan M. Westfall
MUST BE COMPLETED FOR VOTE
OF SHAREHOLDERS
I certify that I have custody of the
minutes showing the above action by the
shareholders.
/s/ Susan M. Westfall
16
I, Susan M. Westfall, Clerk of CAMDEN NATIONAL CORPORATION, (the
----------------- ---------------------------
"Company"), a corporation organized and existing under the laws of the State of
Maine, do hereby certify that on November 9, 1998, the following amendment to
----------------
the Articles of Incorporation was approved by the shareholders of the Company.
Exhibit A - 1. The number of authorized shares of common stock
With no par value shall be increased from 5,000,000 to 10,000,000.
/s/ Susan M. Westfall, Clerk November 24, 1998
17