FILED
NOV 12, 1982
JANE BURGIO
Secretary of State
CERTIFICATE OF INCORPORATION
OF
CENTER BANCORP INC.
This is to certify that, there is hereby organized a corporation under and by
virtue of N.J. State 14:1-1 et seq., the New Jersey "Business Corporation Act."
First: Corporate Name. The name of the Corporation is Center Bancorp Inc.
Second: Registered Office. The address of this corporation's initial registered
office is 2003 Morris Avenue, Union, New Jersey 07083, and the name of the
corporation's initial registered agent at such address is John J. Davis.
Third: Corporate Purposes. The purpose or purposes for which the corporation is
organized are:
(a) To act as a bank holding company, with all of the rights, powers and
privileges, and subject to all of the limitations, specified in any
applicable state or federal legislation from time to time in effect;
(b) To engage in any other activities within the purposes for which
corporations may be organized under the New Jersey Business
Corporation Act.
Fourth: Capitalization. The total authorized capital stock of the Corporation
shall consist of 1,000,000 shares of common stock, par value $5.00 per share.
Shares of the authorized capital stock may be issued from time to time for such
consideration not less than the par value thereof as may be fixed from time to
time by the Board of Directors.
Fifth: Initial Directors. The number of directors constituting the initial Board
of Directors of the corporation shall be three; and the names and addresses of
the directors are:
Name Address
---- -------
Jack McDonnell 1070 Wychwood Rd., Westfield, N. J. 07090
John J. Davis 6 Knollwood Dr., Morristown, N.J. 07960
Donald G. Kein 103 Huron Dr., Chatham Township, N.J. 07928
Sixth: Incorporation. The name and address of each incorporator is:
Name Address
---- -------
Jack McDonnell 1070 Wychwood Rd., Westfield, N.J. 07090
John J. Davis 6 Knollwood Dr., Morristown, N.J. 07960
Donald G. Kein 103 Huron Dr., Chatham Township, N.J. 07928
Seventh: No Cumulative Voting Rights. Cumulative voting for the
election of directors shall not be permitted.
Eight: Indebtedness. The corporation shall have authority to borrow money and
the Board of Directors, without the approval of the shareholders and acting
within their sole discretion, shall have the authority to issue debt instruments
of the corporation upon such terms and conditions and with such limitation as
the Board of Directors deems advisable. The authority of the Board of Directors
shall include, but not be limited to, the power to issue convertible debentures.
Ninth: The Board of Directors may, if it deems advisable, oppose a tender, or
other offer for the corporation's securities, whether the offer is in cash or in
securities of a corporation or otherwise. When considering whether to oppose an
offer, the Board of Directors may, but it is not legally obligated to, consider
any and all of the following:
(1) Whether the offer price is acceptable based on the historical and
present operating results or financial conditions of the corporation.
(2) Whether a more favorable price could be obtained for the corporation's
securities in the future.
(3) The impact which an acquisition of the corporation would have on its
employees, depositors and customers of the corporation and its
subsidiaries in the community which they serve.
(4) The reputation and business practices of the offeror and its
management and affiliates as they would affect the employees,
depositors and customers of the corporation and its subsidiaries and
the future value of the corporation's stock.
(5) The value of the securities, if any, which the offeror is offering in
exchange for the corporation's securities, based on an analysis of the
worth of the corporation as compared to the corporation or other
entity whose securities are being offered.
(6) Any antitrust or other legal and regulatory issues that are raised by
the offer.
If the Board of Directors determines that an offer should be rejected, it may
take any lawful action to accomplish its purpose including, but not limited to,
any and all of the following: advising shareholders not to accept the offer;
litigation against the offeror; filing complaints with all governmental and
regulatory authorities; acquiring the corporation's securities; selling or
otherwise issuing authorized but unissued securities or treasury stock or
granting options with respect thereto; acquiring a company to create an
antitrust or other regulatory problem for the offeror; and obtaining a more
favorable offer from another individual or entity.
Tenth: Preemptive Rights. No holder of common stock of the corporation, as such,
shall be entitled, as a matter of right, to subscribe for or purchase any part
of any new or additional issue of stock of any class whatsoever, any rights or
options to purchase stock of any class whatsoever, or any securities covertible
into, exchangeable for or carrying rights or options to purchase stock of any
class whatsoever, whether now or hereafter authorized, and whether issued for
cash or other consideration, or by way of dividend.
Eleventh: Number of Directors. The By-Laws shall specify the number of directors
other than the number constituting the First Board. Any vacancy in the Board,
including a vacancy created by an increase in the number of directors, may be
filled by the affirmative vote of a majority of the remaining directors, even
though less than a quorum of the Board, or by a sole remaining director.
Twelfth: Classification of Directors. The Board of Directors of the corporation
shall be divided into three classes, the respective terms of office of which
shall end in successive years. The number of directors in each class shall be
specified in the By-Laws and shall be as nearly equal as possible. Unless they
are elected to fill vacancies, the directors in each class shall be elected to
hold office until the third successive annual meeting of shareholders after
their election and until their successors shall have been elected and qualified.
At each annual meeting of shareholders the directors of only one class shall be
elected, except directors who may be elected to fill vacancies.
Thirteenth: Indemnification. Every person who is or was a director, officer,
employee, or agent of the corporation, or of any corporation which he served as
such at the request of the corporation, shall be indemnified by the corporation
to the fullest extent permitted by law against all expenses and liabilities
reasonably incurred by or imposed upon him, in connection with any proceeding to
which he may be made, or threatened to be made, a party, or in which he may
become involved by reason of his being or having been a director, officer,
employee or agent of the corporation, or of such other corporation, whether or
not he is a director, officer, employee or agent of the corporation or such
other corporation at the time the expenses or liabilities are incurred.
Fourteenth: No mergers, consolidation, liquidation or dissolution of the
Corporation nor any action that would result in the sale or other disposition of
all or substantially all of the assets of the Corporation shall be valid unless
first approved by the affirmative vote of the holders of at least sixty six and
2/3 percent (66-2/3%) of the outstanding shares of Common Stock. This Article 14
may not be amended unless first approved by the affirmative vote of the holders
of at least sixty-six and 2/3 percent (66-2/3%) of the outstanding shares of
Common Stock.
IN WITNESS WHEREOF, we, the incorporators of the above-named corporation
hereunto signed this Certificate of Incorporation on the Twelfth day of
November 1982.
/s/ JACK MCDONNELL
---------------------
Incorporator
/s/ JOHN J. DAVIS
---------------------
Incorporator
/s/ DONALD G. KEIN
---------------------
Incorporator
AMENDMENT TO
CERTIFICATE OF INCORPORATION
CENTER BANCORP, INC.
Fourth: Capitalization. The total authorized capital stock of the Corporation
shall consist of 10,000,000 shares of common stock, no par value per share.
Shares of the authorized capital stock may be issued from time to time for such
consideration as may be fixed from time to time by the Board of Directors.
Fifteen: So long as permitted by law, no director of the corporation shall be
personally liable to the corporation or its shareholders for damages for breach
of any duty owed by such person to the corporation or its shareholders;
provided, however, that this paragraph fifteen shall not relieve any person from
liability to the extent provided by applicable law for any breach of duty based
upon an act or omission (a) in breach of such person's duty of loyalty to the
corporation 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
personal benefit. No amendment to or repeal of this paragraph fifteen and to
amendment, repeal or termination of effectiveness of any law authorizing this
paragraph fifteen shall apply to or have any effect on the liability or alleged
liability of any director for or with respect to any acts or omissions of such
director occurring prior to such amendment, repeal or termination of
effectiveness.
Sixteen: So long as permitted by law, no officer of the corporation shall be
personally liable to the corporation or its shareholders for damages for breach
of any duty owed by such person to the corporation or its shareholders;
provided, however, that this paragraph sixteen shall not relieve any person from
liability to the extent provided by applicable law for any breach of duty based
upon an act or omission
(a) in breach of such person's duty of loyalty to the corporation 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 personal benefit. No
amendment to or repeal of this paragraph fifteen and to amendment, repeal or
termination of effectiveness of any law authorizing this paragraph fifteen shall
apply to or have any effect on the liability or alleged liability of any
director for or with respect to any acts or omissions of such director occurring
prior to such amendment, repeal or termination of effectiveness.
It is hereby certified that the above amendments to the Certificate of
Incorporation were approved by the Shareholders at the Annual Meeting held on
March 15, 1988.
Center Bancorp, Inc.
/s/ JOHN J. DAVIS
---------------
John J. Davis
President and
Chief Executive Officer
Attest:
/s/ JOHN J. DAVIS /s/ HELEN MAKO
----------------- --------------
John J. Davis Helen Mako
Secretary Senior Vice President and Treasurer
Form: C-102a
Rev: 701071
FILED
MAR 17 1988
JANE BURGIO
Secretary of State
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
CENTER BANCORP. INC.
(For Use by Domestic Corporations Only)
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section
14A:9-4(3), Corporations, General, of the New Jersey Statutes, the
undersigned corporation executes the following Certificate of Amendment to
its Certificate of Incorporation:
1. The name of the corporation is Center Bancorp Inc., a New Jersey
Corporation.
2. The following amendment to the Certificate of Incorporation was
approved by the directors and thereafter duly adopted by the shareholders
of the corporation on the 15th day of March, 1988.
Resolved, that the Article Fourth of the Certificate of Incorporation
be amended to read as follows:
Fourth: Capitalization. The total authorized capital stock of the
Corporation shall consist of 10,000,000 shares of common stock, no par
value per share. Shares of the authorized capital stock may be issued
from time to time for such consideration as may be fixed from time to
time by the Board of Directors.
3. The number of shares outstanding at the time of the adoption of the
amendment was 348,158. The total number of shares entitled to vote thereon
was 348,158.
If the shares of any class or series are entitled to vote thereon as a
class, set forth below the designation and number of outstanding shares
entitled to vote thereon of each such class or series. (Omit if not
Applicable.)
4. The number of shares voting for and against such amendment is as
follows:
(If the shares of any class or series are entitled to vote as a class,
set forth the number of shares of each such class and series voting for and
against the amendment, respectively.)
Number of shares Number of shares Number of shares
Voting for Amendment Voting Against Amendment Abstaining
267,697 19,300 4,876
5. The following amendment to the Certificate of Incorporation was
approved by the directors and thereafter duly adopted by the share-
holders of the corporation on the 15th day of March, 1988.
Resolved, that the Certificate of Incorporation be amended to add
Articles Fifteenth and Sixteenth and shall read as follows:
Fifteenth: So long as permitted by law, no director of the corporation
shall be personally liable to the corporation or its shareholders for
damages for breach of any duty owed by such person to the corporation
or its shareholders; provided, however, that this paragraph fifteen
shall not relieve any person from liability to the extent provided by
applicable law for any breach of duty based upon an act or omission
(a) in breach of such person's duty of loyalty to the corporation or
its shareholders, (b) not in good faith or involving a knowing
violation of law or (c) resulting in
receipt by such person of any improper personal benefit. No amendment
to or repeal of this paragraph fifteen and no amendment, repeal or
termination of effectiveness of any law authorizing this paragraph
fifteen shall apply to or have any effect on the liability or alleged
liability of any director or with respect to any acts or omissions of
such director occurring prior to such amendment, repeal or termination
of effectiveness.
Sixteenth: So long as permitted by law, no officer of the corporation
shall be personally liable to the corporation or its shareholders for
damages for breach of any duty owed by such person to the corporation
or its shareholders; provided, however, that this paragraph sixteen
shall not relieve any person from liability to the extent provided by
applicable law for any breach of duty based upon an act or omission
(a) in breach of such person's duty of loyalty to the corporation 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 personal benefit. No amendment to or repeal of this paragraph
sixteen and no amendment, repeal or termination of effectiveness of
any law authorizing this paragraph sixteen shall apply to or have any
effect on the liability or alleged liability of any officer for or
with respect to any acts or omissions of such officer occurring prior
to such amendment, repeal or termination of effectiveness.
6. The number of shares outstanding at the time of the adoption of the
amendment was 348,158. The total number of shares entitled to vote thereon
was 348,158.
(If the shares of any class of series are entitled to vote thereon as a
class, set forth below the designation and number of outstanding shares
entitled to vote thereon of each such class or series. (Omit if not
Applicable).
7. The number of shares voting for and against such amendment is as
follows:
(If the shares of any class or series are entitled to vote as a class,
set forth the number of shares of each such class and series voting for and
against the amendment, respectively.)
Number of shares Number of shares Number of shares
Voting for Amendment Voting Against Amendment Abstaining
279,424 2,954 9,495
(If the amendment is accompanied by a reduction of stated capital, the
following clause may be inserted in the Certificate of Amendment, in lieu
of filing a Certificate of Reduction under Section 14A:7-19, Corporations,
General, of the New Jersey Statutes. Omit this clause if not applicable.)
8. The stated capital of the corporation is reduced in the following
amount: OMIT. The manner in which the reduction is effected is as follows:
The amount of stated capital of the corporation after giving effect to
the reduction is $ OMIT. (Must be set forth in dollars.)
9. If the amendment provides for an exchange, reclassification or
cancellation of issued shares, set forth a statement of the manner in which
the same shall be effected (Omit if not applicable.) OMIT
(Use the following only if an effective date, not later than 30 days
subsequent to the date of filing is desired.)
10. The effective date of this Amendment to the Certificate of
Incorporation shall be _____________________.
Dated this 17th day of March, 1988.
CENTER BANCORP INC.
---------------------
(Corporation Name)
By: /s/ JOHN J. DAVIS
-----------------------------
(Signature)
JOHN J. DAVIS, President
-----------------------------
(Type or Print Name & Title)
(*May be executed by the chairman of the board, or the president, or a
vice-president of the corporation)
Return to Secretary of State, P.O. Box 1330, Trenton, N.J. 08625,
Att: Corporation filing.
Filing Fee $50.00
NOTE: No recording fees will be assessed.
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION OF RECORDED AND FILED:
CENTER BANCORP INC.
--------------------------------
(Domestic Corporation Only)
FILED BY:
KEIN, POLLATSCHEK & GREENSTEIN
2042 Morris Avenue
P.O. Box 68 -------------------
Union, New Jersey 07083 Recorder's Initials
TRANSACTION NO.:
FILED
NOV 22 1993
DANNIEL J. DALTON
Secretary of State
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CENTER BANCORP, INC.
Pursuant to N.J.S. 14A:7-15.1(3)
Dated: As of July 1, 1993
The undersigned corporation, having adopted an amendment to its
certificate of incorporation in connection with a stock split, hereby
certifies as follows:
1. The name of the corporation is Center Bancorp, Inc.
2. The date of adoption by the board of directors of the corporation
of the resolution approving the two for one stock split effectuated on
July 1, 1993 (the "Stock Split") was May 20, 1993.
3. The amendment to the certificate of incorporation will not
adversely affect the rights or preferences of the holders of outstanding
shares of any class or series and will not result in the percentage of
authorized shares that remains unissued after the Stock Split exceeding the
percentage of authorized shares that was unissued before the Stock Split.
4. The only class of shares subject to the Stock Split was the
corporation's Common Stock. The number of shares of Common Stock subject to
the Stock Split was 800,000. The number of shares issued in connection the
Stock Split was 800,000.
5. The certificate of incorporation is amended to increase the
corporation's number of authorized shares of Common Stock from 10,000,000
to 20,000,000. In connection therewith, the fourth paragraph of the
certificate of incorporation is deleted in its entirety and a new fourth
paragraph, annexed hereto as Exhibit A, is substituted for it.
IN WITNESS WHEREOF, the undersigned corporation has caused this
certificate to be executed on its behalf by its duly authorized officer as
of the date first above written.
CENTER BANCORP, INC
By: /s/ John Davis
-----------------------
John Davis
President
Exhibit A
Fourth: Capitalization. The total authorized capital stock of the
Corporation shall consist of 20,000,000 shares of Common Stock,
without par value. Shares of the authorized capital stock may be
issued from time to time for such consideration as may be fixed from
time to time by the Board of Directors.