EXHIBIT 3.1
FILED
2001 MAR -9 PM 6:01
SECRETARY OF STATE
TALLAHASEE, FLORIDA
ARTICLES OF INCORPORATION
OF
OLD FLORIDA BANKSHARES, INC.
The undersigned, being of legal age and desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions of the
Florida Business Corporation Act, as amended (such Act, as amended Tom time to
time, is hereinafter referred to as the "Act"), executes the following Articles
of Incorporation.
ARTICLE I
Name
The name of the Corporation is Old Florida Bankshares, Inc.
ARTICLE II
Duration
This Corporation shall commence its existence immediately upon the
filing of these Articles of Incorporation and shall have perpetual duration
unless sooner dissolved according to law.
ARTICLE III
Purpose and General Powers
The general purpose of the Corporation shall be the transaction of any
and all lawful business for which corporations may be incorporated under the
Act. The Corporation shall have all of the powers enumerated in the Act and all
such other powers as are not specifically prohibited to corporations for profit
under the laws of the State of Florida.
ARTICLE IV
Capital Stock
A. Number and Class of Shares Authorized: Par Value.
The Corporation is authorized to issue the following shares of
capital stock:
(1) Common Stock. The aggregate number of shares of common
stock (referred to in these Articles of Incorporation as "Common Stock")
which the Corporation shall have authority to issue is 5,000,000 with a par
value of $0.01 per share.
(2) Preferred Stock. The aggregate number of shares of
preferred stock (referred to in these Articles of Incorporation as "`Preferred
Stock") which the Corporation shall have authority to issue is l,000,000 with a
par value of $01 per share.
B. Description of Remaining Shares of Preferred Stock.
The terms, preferences, limitations and relative rights of the
shares of Preferred Stock are as follows:
(1) The Board of Directors is expressly authorized at any time
and from time to time to provide for the issuance of shares of Preferred Stock
in one or more series, with such voting powers, full or limited (including, by
way of illustration and not limitation, in excess of one vote per share), or
without voting powers, and with such designations, preferences and relative
participating, option or other rights, qualifications, limitations or
restrictions, as shall be fixed and determined in the resolution or resolutions
providing for the issuance thereof adopted by the Board of Directors, and as are
not stated and expressed in these Articles of Incorporation or any amendment
hereto, including (but without limiting the generality of the foregoing) the
following:
(a) The distinctive designation of such series and the
number of shares which shall constitute such series, which number may
be increased (except where otherwise provided by the Board of Directors
in creating such series) or decreased (but not below the number of
shares thereof then outstanding) from time to time by resolution of the
Board of Directors; and
(b) The rate and manner of payment of dividends
payable on shares of such series, including the dividend rate, date of
declaration and payment, whether dividends shall be cumulative, and
the conditions upon which and the date from which such dividends shall
be cumulative; and
(c) Whether shares of such series shall be redeemed,
the time or times when, and the price or prices at which, shares of
such series shall be redeemable, the
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redemption price, the terms and conditions of redemption, and the
sinking fund provisions, if any, for the purchase or redemption of such
shares; and
(d) The amount payable on shares of such series and the
rights of holders of such shares in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of
the Corporation; and
(e) The rights, if any, of the holders of shares of
such series to convert such shares into, or exchange such shares for,
shares of Common Stock, other securities, or shares of any other class
or series of Preferred Stock and the terms and conditions of such
conversion or exchange; and
(f) The voting rights, if any, and whether full or
limited, of the shares of such series, which may include no voting
rights, one vote per share, or such higher number of votes per share as
may be designated by the Board of Directors; and
(g) The preemptive or preferential rights, if any, of
the holders of shares of such series to subscribe for, purchase,
receive, or otherwise acquire any part of any new or additional issue
of stock of any class, whether now or hereafter authorized, or of any
bonds, debentures, notes, or other securities of the Corporation,
whether or not convertible into shares of stock with the Corporation.
(2) Except in respect of the relative rights and preferences
that may be provided by the Board of Directors as hereinbefore
provided, all shares of Preferred Stock shall be identical, and each
share of a series shall be identical in all respects with the other
shares of the same series. When payment of the consideration for which
shares of Preferred Stock are to be issued shall have been received by
the Corporation, such shares shall be deemed to be fully paid and
nonassessable.
C. Common Stock Voting Rights.
Each record holder of Common Stock shall be entitled to one
vote for each share held. Holders of Common Stock shall have no cumulative
voting rights in any election of directors of the Corporation.
D. Preemptive Rights.
Holders of Common Stock shall not have as a matter of right
any preemptive or preferential right to subscribe for, purchase, receive, or
otherwise acquire any part of any new or additional issue of stock of any
class, whether now or hereafter authorized, or of any bonds, debentures, notes,
or other securities of the Corporation, whether or not convertible into shares
of stock of the Corporation.
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ARTICLE V
Initial Registered Office and Agent; Principal Place of Business
The initial registered office of this Corporation shall be located
at the City of Fort Myers, County of Lee and State of Florida, and its address
there shall be, at present, 6321 Daniels Parkway, Fort Myers, FL 33912, and
the initial registered agent of the Corporation at that address shall be Larry
W. Johnson. The Corporation may change its registered agent or the location of
its registered office, or both, from time to time without amendment of these
Articles of Incorporation. The principal place of business and the mailing
address of the Corporation shall be: 6321 Daniels Parkway, Fort Myers, FL 33912.
ARTICLE VI
Directors
The number of Directors of the Corporation shall be the number from
time to time fixed in accordance with the provisions of the bylaws of the
Corporation, but at no time shall the number of Directors be less than one. The
Board of Directors of this Corporation shall be divided into three classes as
equal in number as may be feasible, with the term of office of one class
expiring each year and with the term of office of those of the first class to
expire at the annual meeting of shareholders in 2002, of the second class to
expire at the annual meeting of shareholders in 2003, and of the third class to
expire at the annual meeting of shareholders in 2004. At each annual meeting of
shareholders, successors to the Directors whose terms shall then expire shall be
elected to hold office for terms expiring at the third succeeding annual
meeting. Whenever a vacancy occurs on the Board of Directors, including a
vacancy resulting from an increase in the number of Directors, it shall be
filled by the affirmative vote of a majority of the remaining Directors, though
less than a quorum of the Board of Directors, and each additional Director
shall hold office until the end of the term he or she is elected to fill and
until his or her successor shall have been elected and qualified in the class to
which such Director is assigned. Directors shall continue in office until the
end of their respective term and until his or her successor is elected and
qualifies or until there is a decrease in the number of Directors. When the
number of Directors is changed, any newly created directorships or any decrease
in directorships shall be so assigned among the classes by a majority of the
Directors then in office, though less than a quorum, as to make all classes as
equal in number as may be feasible. No decrease in the number of Directors shall
shorten the term of an incumbent Director.
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Larry W. Johnson
6321 Daniels Parkway
Fort Myers, FL 33912
ARTICLE VII
Incorporator
The name and street address of the person signing these Articles of
Incorporation as Incorporator are:
ARTICLE VIII
Bylaws
The power to adopt, alter, amend or repeal bylaws shall be vested in
the Board of Directors.
ARTICLE IX
Amendment
This Corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment hereto, and any
right conferred upon the shareholders is subject to this reservation.
ARTICLE X
Headings and Captions
The headings or captions of these various Articles of Incorporation are
inserted for convenience and none of them shall have any force or effect, and
the interpretation of the various articles shall not be influenced by any of
said headings or captions.
IN WITNESS WHEREOF, the undersigned does hereby make and file these
Articles of Incorporation declaring and certifying that the facts stated herein
are true, and hereby subscribes thereto and hereunto sets his hand and seal this
27 day of February, 2001.
Larry W. Johnson
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Larry W. Johnson
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