EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
PEAPACK-GLADSTONE FINANCIAL CORPORATION
The undersigned, being over the age of eighteen years, in order to form a
corporation pursuant to the provisions of the New Jersey Business Corporation
Act, does hereby execute this Certificate of Incorporation:
ARTICLE I
CORPORATE NAME
The name of the corporation is Peapack-Gladstone Financial Corporation.
ARTICLE II
CORPORATE PURPOSE
The purpose for which the corporation is organized is to engage in any
activity within the purposes for which corporations may be organized under the
New Jersey Business Corporation Act (the "Act").
ARTICLE III
CAPITAL STOCK
The aggregate number of shares which the corporation shall have authority
to issue is 5,000,000 shares of common stock, without nominal or par value.
ARTICLE IV
REGISTERED AGENT AND REGISTERED ADDRESS
The address of the corporation's initial registered office is 158 Route 206
North, Gladstone, New Jersey 07934, and the name of the corporation's initial
registered agent at such address is Frank A. Kissel.
ARTICLE V
INITIAL BOARD OF DIRECTORS
The number of directors constituting the first board is twelve (12), and
the names and addresses of the persons who are to serve as such directors are:
Name Address
---- --------
Pamela Hill 158 Route 206 North
Gladstone, NJ 07934
T. Leonard Hill 158 Route 206 North
Gladstone, NJ 07934
Frank A. Kissel 158 Route 206 North
Gladstone, NJ 07934
John D. Kissel 158 Route 206 North
Gladstone, NJ 07934
James R. Lamb 158 Route 206 North
Gladstone, NJ 07934
George R. Layton 158 Route 206 North
Gladstone, NJ 07934
Edward A. Merton 158 Route 206 North
Gladstone, NJ 07934
F. Duffield Meyercord 158 Route 206 North
Gladstone, NJ 07934
John R. Mulcahy 158 Route 206 North
Gladstone, NJ 07934
Philip W. Smith III 158 Route 206 North
Gladstone, NJ 07934
Jack D. Stine 158 Route 206 North
Gladstone, NJ 07934
William Turnbull 158 Route 206 North
Gladstone, NJ 07934
The number of directors shall be governed by the by-laws of the
corporation.
ARTICLE VI
EXCULPATION AND INDEMNIFICATION
No director or officer of the corporation, or of a subsidiary of the
corporation, shall be personally liable to the corporation or to its
shareholders for damages for breach of any duty owed to the corporation or its
shareholders unless such breach of duty is based on an act or omission (a) in
breach of such person's duty of loyalty to the corporation (and/or its
subsidiary) or its shareholders; (b) not in good faith or involving a knowing
violation of law; or (c) resulting in receipt by such person of an improper
benefit.
Unless expressly prohibited by law, the corporation shall indemnify a
director or officer of the corporation or of a subsidiary of the corporation
against his reasonable expenses and all liabilities in connection with any
proceeding involving that director or officer of the corporation or a
wholly-owned subsidiary of the corporation, including a proceeding by or in the
right of the corporation or its wholly-owned subsidiary, unless such breach of
duty is based on an act or omission (a) in breach of such person's duty of
loyalty to the corporation or its stockholders; (b) not in good faith or
involving a knowing violation of law; or (c) resulting in receipt by such person
of an improper personal benefit. The corporation shall advance or pay those
reasonable expenses incurred by such director or officer in a proceeding as and
when incurred, provided, however, that the director or officer shall, as a
condition to receipt of such advances, undertake to repay all amounts advanced
if it shall finally be adjudicated that
the breach of duty by the director or officer was based upon an act or omission
(a) in breach of such person's duty of loyalty to the corporation (and/or its
subsidiary) or its stockholders; (b) not in good faith or involving a knowing
violation of law; or (c) resulting in receipt by such person of an improper
personal benefit.
ARTICLE VIII
SHAREHOLDER VOTE ON CERTAIN TRANSACTIONS
In addition to any affirmative vote required by law or this certificate of
incorporation, and except as set forth below, the affirmative vote of the
holders of 80% of each class of stock of the corporation, entitled to vote in
elections of directors, shall be required for all of the following:
(i) any merger or consolidation of the corporation with or into any
other corporation, banking institution, person or entity; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or series of transactions) of assets or of
the deposit liabilities of the corporation which, in the case of either
assets or of deposit liabilities, total 10% or more of the value of the
assets or of the deposit liabilities of the corporation on a consolidated
basis to any other corporation, banking institution, person or entity; or
(iii) any sale, lease, exchange, mortgage pledge, transfer or other
disposition (in one transaction or a series of transactions) to the
corporation of any assets of any other corporation, banking institution,
person or entity in exchange for voting securities (or securities
convertible into or exchangeable for voting securities or any options,
warrants or rights to purchase any of the same) of the bank constituting
(after
giving effect to any conversion, exchange or right) 5% or more of the
outstanding voting securities of the corporation; or
(iv) any reclassification of securities, or recapitalization of the
corporation proposed by, on behalf of or pursuant to any arrangement with
any other corporation, banking institution, person or entity which has the
effect, directly or indirectly, of increasing the proportionate share of
the outstanding securities of the corporation of which that other
corporation, banking institution, person or entity is the beneficial owner;
or
(v) the issuance (in one transaction or a series of transactions) to
any other corporation, banking institution, person or entity, of voting
securities (or securities convertible into or exchangeable for voting
securities or any options, warrants or rights to purchase any of the same)
of the corporation constituting (after giving effect to any conversion,
exchange or right) 5% or more of the outstanding voting securities of the
corporation; or
(vi) the adoption of any plan or proposal for the liquidation or
dissolution of the corporation proposed by, on behalf of or pursuant to any
arrangement with any other corporation, banking institution, person or
entity;
if, in any such case, as of the record date for the determination of
stockholders entitled to notice thereof and to vote thereon or consent
thereto, such other corporation, banking institution, person or entity is:
(a) the beneficial owner, directly or indirectly, of more than 5% of the
outstanding shares of any class of stock of the corporation entitled to
vote in the election of directors or the assignee of, or otherwise the
successor to, any shares of such stock of the corporation from a
corporation, banking
institution, person or entity which within the two-year period immediately
prior to such record date was a more than 5% beneficial owner (where any
such assignment or succession occurred in the course of a transaction or
series of transactions not involving a public offering within the meaning
of that term under the Securities Act of 1933, as amended); or (b) is an
affiliate (as defined subsequently in this Article) of the corporation and
at any time within the two-year period immediately prior to such record
date was the beneficial owner, directly or indirectly, of more than 5% of
the outstanding shares of any class of stock of the corporation entitled to
vote in the election of directors. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or in an agreement, if any, with any
national securities exchange or otherwise.
For the purpose, but only for the purpose of determining whether a
corporation, banking institution, person or other entity is "the beneficial
owner, directly or indirectly, of more than 5% of the outstanding shares of
stock of the corporation entitled to vote in elections of directors," within
this Article: (x) any corporation, banking institution, person or other entity
shall be deemed to be the beneficial owner of any shares of stock of the
corporation (i) which it has the right to acquire pursuant to any agreement, or
upon the exercise of conversion rights, warrants or options, or otherwise, or
(ii) which are beneficially owned, directly or indirectly (including shares
deemed owned through application of clause (i), above), by any other
corporation, person or entity with which it or its "affiliate" or "associate"
(as defined below) has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of stock of the corporation,
or which is its "affiliate" or "associate" as those terms are defined in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934 as in effect on the date of this Amendment; and (y) the outstanding shares
of any class of stock of the corporation shall include shares deemed owned
through application of clauses (i) and (ii) above.
The Board of Directors of the corporation shall have the power and duty to
determine for the purposes of this Article on the basis of information known to
the corporation, whether: (i) such other corporation, banking institution,
person or other entity beneficially owns more than 5% of the outstanding shares
of any class of stock of the corporation entitled to vote in elections of
directors, (ii) a corporation, banking institution, person or entity is an
"affiliate" or "associate" (as defined above) of another, and (iii) the value of
any assets or of deposit liabilities of the corporation proposed sales, lease,
exchange, mortgage, pledge, transfer or other disposition exceed 10% of the
corporation's assets or deposit liabilities, as the case may be. Any such
determination shall be conclusive and binding for all purposes of this Article.
The provisions of this Article shall not be applicable to: (i) any merger
or consolidation of the corporation with or into any other banking institution
or corporation, or any sale or lease of assets or deposit liabilities of the
corporation to, or any sale or lease to the corporation or any subsidiary
thereof in exchange for securities of the corporation of any assets of, any
other corporation, banking institution, person or entity, if at least two-thirds
of the members of the entire Board of Directors of the corporation shall, by
resolution, have approved such transaction prior to the time that such other
corporation, banking institution, person or entity shall have become the
beneficial owner, directly or indirectly, of more than 5% of the outstanding
shares of any class of stock of
the corporation entitled to vote in elections of directors; or (ii) any merger
or consolidation of the corporation or any subsidiary thereof into or with, or
any sale, lease, exchange, mortgage, pledge, transfer or other disposition of
the assets of the corporation to, any other banking institution or corporation
of which a majority of the outstanding shares of all classes of stock entitled
to vote in elections of directors is owned of record or beneficially by the
corporation and its subsidiaries (if any) and so long as, if the corporation is
not the surviving banking institution, each beneficial owner of shares of stock
of the corporation receives the same type of consideration in such transaction
and the provisions of this Article are continued in effect or adopted by such
surviving banking institution as part of its certificate of incorporation (and
its certificate of incorporation have no provisions inconsistent with this
Article as continued or adopted) or (iii) any transaction involving the
corporation or its assets or deposit liabilities required or ordered by any
Federal or state regulatory agency; provided the Board of Directors referred to
in (i) of this paragraph passing upon such transaction shall be comprised of a
majority of continuing directors, i.e., members of such Board who were elected
by the stockholders of the corporation prior to that time, that any such
stockholder became the beneficial owner, directly or indirectly, of more than 5%
of any class of the stock of the corporation, entitled to vote in elections of
directors, or who were appointed to succeed a continuing director by a majority
of continuing directors.
No amendment to the Certificate of Incorporation of the corporation shall
amend, alter, change or repeal any of the provisions of this Article unless the
amendment effecting such amendment, alteration, change or repeal shall receive
the affirmative vote
of the holders of 80% of each class of stock of the corporation entitled to vote
in elections of directors.
ARTICLE IX
NAME AND ADDRESS OF THE INCORPORATOR
The name and address of the incorporator is Frank A. Kissel, 158 Route 206
North, Gladstone, New Jersey 07932.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Incorporation this 14th day of August, 1997
/s/ FRANK A. KISSEL
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Frank A. Kissel, Incorporator