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SUFFOLK BANCORP
EXHIBIT 3.(i)
CERTIFICATE OF
INCORPORATION
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CERTIFICATE OF INCORPORATION
OF
SUFFOLK BANCORP
UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW
We, the undersigned, being persons of the age of eighteen years or
older, for the purpose of forming a corporation pursuant to Section 402 of the
Business Corporation Law of New York, do hereby certify:
FIRST
NAME
The name of the corporation is Suffolk Bancorp.
SECOND
Business Purposes
The purposes for which this corporation is formed are as follows:
a. Holding the stock of The Suffolk County National Bank,
Riverhead, New York, and managing the affairs of said Bank.
b. To engage in any lawful act or activity for which a
corporation may be organized under the New York Business
Corporation Law, provided that it is not formed to engage in
any act or activity requiring the consent or approval of any
State Official, department, board, agency or any State
Official, department, board, agency or other body, unless such
approval is obtained.
c. To do everything necessary, proper, advisable or convenient
for the accomplishment of the purposes hereinabove set forth,
and to do all other things incidental thereto or connected
therewith, which are not forbidden by the laws under which
this corporation is organized, by other laws, or by this
Certificate of Incorporation.
THIRD
Corporate Office
The office of the corporation is to be located within the Town of
Riverhead, County of Suffolk, State of New York.
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Certificate of Incorporation Suffolk Bancorp
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FOURTH
Agent
Section 1. The Secretary of State is designated as the agent of the
corporation upon whom process may be served. The post office address to which
the Secretary of State shall mail a copy of any process against the corporation
served upon him is: c/o The Suffolk County National Bank, 6 West Second Street,
Riverhead, New York 11901.
Section 2. The name and address of the registered agent which is to be
the agent of the corporation upon whom process against it may be served, is The
Suffolk County National Bank, a corporation organized under the laws of the
United States, located at 6 West Second Street, Riverhead, New York 11901.
FIFTH
Capital Stock
The aggregate number of shares which this corporation shall have
authority to issue is 15,000,000 shares, par value $2.50 each, which shall be
known as "common stock".
(amended by shareholders April 1997)
a. The holders of the common stock shall be entitled to receive
dividends when and as legally declared by the Board of
Directors.
b. The Board of Directors shall have the power to issue shares of
stock of the corporation for cash, services, property, the
securities or assets of other business enterprises, and to
deter attempts to gain control over the corporation, as it may
from time to time deem expedient.
c. No holder of stock of the corporation shall have any
preferential, preemptive or other rights of subscription to
any shares of any class of stock of the corporation allotted
or sold or to be allotted or sold now or hereafter authorized,
or to any obligations convertible into the stock of the
corporation of any class, or any right of subscription to any
part thereof.
SIXTH
Board of Directors
Section 1. The management and conduct of the business of the
Corporation shall be vested in a Board of Directors, which shall consist of such
number of directors, not less than the minimum permitted by law, as shall be
fixed in the Bylaws, or in the absence of such provision in the Bylaws, as shall
be determined by the shareholders at any annual or special meeting thereof.
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Certificate of Incorporation Suffolk Bancorp
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Section 2. The Board of Directors shall be divided into three classes,
Class I, Class II, and Class III which shall be as nearly equal in number as
possible. Each director shall serve for a term ending on the date of the third
annual meeting following the annual meeting at which such director was elected;
provided, however, that each initial director in Class I shall hold office until
the annual meeting of stockholders in 1985; and each initial director in Class
II shall hold office until the annual meeting of stockholders in 1986, and each
initial director in Class III shall hold office until the annual meeting of
stockholders in 1987.
Section 3. In the event of any increase or decrease in the authorized
number of directors (i) each director then serving as such shall nevertheless
continue as a director of the class of which he is a member until the expiration
of his current term, or his prior death, retirement, resignation or removal for
cause, (ii) the newly created or eliminated directorships resulting from such
increase or decrease shall be apportioned by the Board of Directors between the
three classes of directors so as to maintain such classes as nearly equal as
possible, and (iii) when the number of directors is increased by the board and
any newly created directorships are filled by the board, there shall be no
classification of the additional directors until the next annual meeting of
shareholders.
Section 4. Notwithstanding any of the foregoing provisions of this
Article, each director shall serve until his successor is elected and qualified
or until his death, retirement, resignation or removal for cause. Should a
vacancy occur or be created, whether arising through death, resignation or
removal for cause of a director or through an increase in the number of
directors of any class, such vacancy shall be filled by a majority vote of the
remaining directors of the class in which such vacancy occurs, or by the sole
remaining director of that class if only one such director remains, or by the
majority vote of the remaining directors of the other classes if there is no
remaining member of the class in which the vacancy occurs. A director so elected
to fill a vacancy shall serve until the next meeting of stockholders at which
the election of directors is in the regular order of business, and until his
successor has been duly elected and qualified.
Section 5. Notwithstanding any other provisions of this Certificate of
Incorporation or the Bylaws of the corporation, any directors or the entire
Board of Directors of the corporation may be removed at any time, but only for
cause. As used herein, "cause" shall mean either (i) a felony conviction no
longer subject to appeal; (ii) a final adjudication of negligent or improper
conduct in the performance of the director's duty to the corporation; or (iii) a
final order of removal from office no longer subject to review, duly issued by
the appropriate federal banking agency.
Section 6. The Board of Directors may oppose a tender offer on the
basis of factors other than economic benefit to shareholders such as: the impact
the acquisition of the corporation would have on the community; the effect of
the acquisition upon employees, depositors and customers; and the reputation and
business practices of the tender offerer.
Section 7. The Affirmative vote of the holders of seventy percent (70%)
or more of the outstanding shares of the corporation entitled to vote shall be
required to amend, alter, change or repeal this Article Sixth of this
Certificate of Incorporation.
SEVENTH
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Certificate of Incorporation Suffolk Bancorp
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Shareholder Meetings
Section 1. A quorum for any meeting of shareholders to transact
business of this corporation except as otherwise specifically provided herein or
by law shall be the presence in person or by proxy of the holders of a majority
of the shares of common stock of the corporation of record on the record date
set for the meeting.
Section 2. A special meeting of the shareholders may be held at any
time and for any purpose and may only be called by the Chairman, President or
the Board of Directors of the corporation.
Section 3. The affirmative votes of the holders of seventy percent
(70%) of the stock entitled to vote shall be necessary to effect a dissolution
or a bulk sale of corporate assets, or for any merger or consolidation of this
corporation or any of its subsidiaries with other corporations.
EIGHTH
Amendment
Subject to the special provisions set forth in the forgoing Articles of
this Certificate of Incorporation, the provisions contained herein may be
amended solely upon the approval of the Board of Directors followed by the
affirmative vote of the holders of seventy percent (70%) of the stock entitled
to vote thereon; provided, however, that any of the following changes may be
authorized by or pursuant to authorization by the Board of Directors alone:
a. To specify or change the location of the corporation's office.
b. To specify or change the post office address to which the
Secretary of State shall mail a copy of any process against
the corporation served upon him.
c. To make, revoke or change the designation of a registered
agent.
d. To make further changes for which the Board of Directors is
authorized pursuant to the laws of the State of New York to
act alone.
IN WITNESS WHEREOF, the undersigned have set their hands this 29th day
of June 1984.
/s/ Hallock Luce III
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/s/ Richard J. Carey
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/s/ Howard M. Finkelstein
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/s/ Raymond A. Mazgulski
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/s/ J. Douglas Stark
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/s/ Morris E. Raff
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/s/Edward J. Merz
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/s/ W. Bruce Stark
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STATE OF NEW YORK COUNTY OF SUFFOLK
On this 29th day of June, 1984, before me personally came Hallock
Luce III, Raymond A. Mazgulski, Richard J. Carey, J. Douglas Stark,
Howard M. Finkelstein, Morris E. Raff, Edward J. Merz, W. Bruce
Stark, to me personally known and known to me to be the same
persons described in and who executed the foregoing instrument, and
they acknowledged to me that executed the same
/s/ Harold E. Burns
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Notary Public