Exhibit 3.1
ARTICLES OF AMENDMENT
OF
WASHINGTON BANKING COMPANY
Pursuant to RCW 23B.10.060 of the Washington Business Corporation Act, the
following Articles of Amendment to Articles of Incorporation are herewith
submitted for filing.
ARTICLE 1. The name of record of the corporation is: Washington Banking
Company.
ARTICLE 2. The text of each amendment as adopted is as follows:
Article III is amended as follows:
The aggregate number of shares which the corporation is
authorized to issue is Thirteen Million Six Hundred Seventy-Nine
Thousand Seven Hundred Fifty Seven (13,679,757) common shares with no
par value per share, and Twenty Thousand (20,000) preferred shares
with no par value.
ARTICLE 3. If an amendment provides for an exchange, reclassification, or
cancellation of issued shares, provisions for implementing the amendment, if not
contained in the text of the amendment itself, are as follows: each holder of
record of one or more shares of common stock as of the close of business on
September 6, 2006, shall be entitled to receive one additional share of common
stock for each four shares of common stock currently held, and cash shall be
paid in lieu of any fractional shares of common stock issuable to each
shareholder and that the cash in lieu price shall be based upon the market price
on the date of declaration.
ARTICLE 4. The amendment was adopted by the Board of Directors on August
24, 2006. Shareholder action was not required.
ARTICLE 5. These Articles will be effective upon filing.
DATED this 24th day of August 2006.
/s/ Michal D. Cann
----------------------------------------
Michal D. Cann
President and Chief Executive Officer
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ARTICLES OF AMENDMENT
OF
WASHINGTON BANKING COMPANY
Pursuant to RCW 23B.10.060 of the Washington Business Corporation Act, the
following Articles of Amendment to Articles of Incorporation are herewith
submitted for filing.
ARTICLE 6. The name of record of the corporation is: Washington Banking
Company.
ARTICLE 7. The text of each amendment as adopted is as follows:
Article III is amended as follows:
The aggregate number of shares which the corporation is
authorized to issue is Eleven Million Eight Hundred Twenty-Two
Thousand Seven Hundred and Six (11,822,706) common shares with no par
value per share, and Twenty Thousand (20,000) preferred shares with no
par value.
ARTICLE 8. If an amendment provides for an exchange, reclassification, or
cancellation of issued shares, provisions for implementing the amendment, if not
contained in the text of the amendment itself, are as follows: each holder of
record of one or more shares of common stock as of the close of business on May
2, 2005, shall be entitled to receive one additional share of common stock for
each three shares of common stock currently held, and cash shall be paid in lieu
of any fractional shares of common stock issuable to each shareholder and that
the cash in lieu price shall be based upon the market price on the date of
declaration.
ARTICLE 9. The amendment was adopted by the Board of Directors on April 28,
2005. Shareholder action was not required.
ARTICLE 10. These Articles will be effective upon filing.
DATED this 29th day of April 2005.
/s/ Michal D. Cann
----------------------------------------
Michal D. Cann
President and Chief Executive Officer
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ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WASHINGTON BANKING COMPANY
The undersigned corporation adopts in duplicate the following Articles of
Amendment of the Articles of Incorporation of said corporation.
ARTICLE I
The name of the corporation, as set forth in the Articles of Incorporation,
is WASHINGTON BANKING COMPANY.
ARTICLE II
The Articles of Incorporation have been amended to reflect the following
amendments:
ARTICLE III is amended in its entirety to read as follows:
The aggregate number of shares which the corporation is authorized to
issue is 10,000,000 common shares with no par value per share, and 20,000
preferred shares with no par value.
ARTICLE III
The amendments do not provide for an exchange, reclassification, or
cancellation of issued shares.
ARTICLE IV
The Board of Directors adopted the amendments on February 26, 1998.
ARTICLE V
The shareholders adopted the amendments on March 26, 1998, in accordance
with the provisions of RCW 23B.10.030 and RCW 23B.10.040.
Executed in duplicate this 31st day of March 1998.
WASHINGTON BANKING COMPANY
By: /s/ Michal D. Cann
------------------------------------
Michal D. Cann
President and Chief Executive
Officer
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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
WASHINGTON BANKING COMPANY
ARTICLE I
NAME
The name of this corporation is WASHINGTON BANKING COMPANY.
ARTICLE II
MAIN OFFICE LOCATION
The office and place of business of this corporation shall be in Oak
Harbor, Island County, State of Washington.
ARTICLE III
CAPITALIZATION
The aggregate number of shares which the corporation is authorized to issue
is one hundred thousand (100,000) common shares with a par value of $20.00 per
share, and twenty thousand (20,000) preferred shares with no par value.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1 The Board of Directors shall consist of not fewer than five (5)
nor more than twelve (12) individuals. The exact number shall be determined by
resolution of the Board of Directors. The number of directors elected by the
shareholders at the last preceding annual meeting may be increased by not more
than two (2) directors by the Board between annual meetings of the shareholders,
and no decrease in the number of directors shall have the effect of shortening
the term of any incumbent director.
Section 4.2 Commencing with the 1996 Annual Meeting of Shareholders, the
Board of Directors shall be divided into three classes: Class 1, Class 2, and
Class 3, 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 of
shareholders following the annual meeting at which such director was elected;
provided, however, that each initial director in Class 1 shall hold office until
the annual meeting of shareholders in 1997; each initial director in Class 2
shall hold office until the annual meeting of shareholders in 1998; and each
initial director in Class 3 shall hold office until the annual meeting of
shareholders in 1999; and in each case until their successors are duly elected
and have qualified or until their earlier resignation, removal from office or
death.
Section 4.3 No director may be removed from office without cause except by
a vote of 66-2/3% of the shares then entitled to vote at an election of
directors. Except as otherwise provided by law, cause for removal shall exist
only if the Board of Directors has reasonable grounds to believe
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that the corporation has suffered or will suffer substantial injury as a result
of the gross negligence or dishonesty of the director whose removal is proposed.
ARTICLE V
SHAREHOLDER RIGHTS
Section 5.1 The shareholders of the corporation do not have preemptive
rights to acquire proportional amounts of the corporation's unissued shares upon
the decision of the Board of Directors to issue them.
Section 5.2 The shareholders of the corporation do not have cumulative
voting rights with respect to the election of Directors of the corporation.
ARTICLE VI
DIRECTOR LIABILITY
Section 6.1 - Defined Terms As used in this Article:
(a) The term "Egregious Conduct" by a person shall mean acts or omissions
that involve intentional misconduct or a knowing violation of law, conduct
violating section 23B.08.310 as amended of the Revised Code of Washington, or
participation in any transaction from which the person will personally receive a
benefit in money, property, or services to which the person is not legally
entitled.
(b) The term "finally adjudged" shall mean stated in a judgment based upon
clear and convincing evidence by a court having jurisdiction, from which there
is no further right to appeal.
(c) The term "Director" shall mean any person who is a director of the
corporation and any person who, while a director of the corporation, is serving
at the request of the corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, or other enterprise, or is a fiduciary or party in
interest in relation to any employee benefit plan covering any employee of the
corporation or of any employer in which it has an ownership interest; and
"conduct as a Director" shall include conduct while a Director is acting in any
of such capacities.
(d) The term "Officer-Director" shall mean any person who is simultaneously
both an officer and director of the corporation and any person who, while
simultaneously both an officer and director of the corporation, is serving at
the request of the corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, or other enterprise, or is a fiduciary or party in
interest in relation to any employee benefit plan covering any employee of the
corporation or of any employer in which it has an ownership interest; and
"conduct as an Officer-Director" shall include conduct while such a person is
acting as an officer of the corporation or in any of such other capacities.
(e) The term "Subsidiary Corporation" shall mean any corporation at least
eighty percent of the voting stock of which is held beneficially by this
corporation.
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(f) The term "Subsidiary Outside Director" shall mean any person who, while
not principally employed by this corporation or any Subsidiary Corporation, is a
director of a Subsidiary Corporation and any such person who, while a director
of a Subsidiary Corporation, is serving at the request of such corporation as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, or other enterprise, or
is a fiduciary or party in interest in relation to any employee benefit plan
covering any employee of such corporation or of any employer in which it has an
ownership interest; and "conduct as a subsidiary Outside Director" shall include
conduct while such a person is acting in any of such capacities.
Section 6.2 - Director Standard of Care. No Director, Officer-Director,
former Director or former Officer-Director shall be personally liable to the
corporation or its shareholders for monetary damages for conduct as a Director
or Officer-Director occurring after the effective date of this Article unless
the conduct is finally adjudged to have been Egregious Conduct.
Section 6.3 - Subsidiary Director Standard of Care. No Subsidiary Outside
Director or former Subsidiary Outside Director shall be personally liable in any
action brought directly by this corporation as a shareholder of the Subsidiary
Corporation or derivatively on behalf of the Subsidiary Corporation (or by any
shareholder of this corporation double-derivatively on behalf of this
corporation and the Subsidiary Corporation) for monetary damages for conduct as
a Subsidiary Outside Director occurring after the effective date of this Article
unless the conduct is finally adjudged to have been Egregious Conduct.
Section 6.4 - Mandatory Indemnification of Directors. Subject to Sections
6.7 and 6.8 of this Article, the corporation shall indemnify any person who is,
or is threatened to be made, a party to any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, and whether by or in the
right of the corporation or its shareholders or by any other party, by reason of
the fact that the person is or was a Director, Officer-Director, or Subsidiary
Outside Director against judgments, penalties or penalty taxes, fines,
settlements (even if paid or payable to the corporation or its shareholders or
to a Subsidiary Corporation) and reasonable expenses, including attorneys' fees,
actually incurred in connection with such proceeding unless the liability and
expenses were on account of conduct finally adjudged to be Egregious Conduct.
Section 6.5 - Advancing Expenses. The reasonable expenses, including
attorneys' fees, of a Director, Officer-Director or Subsidiary Outside Director
incurred in connection with a proceeding in which the individual is entitled to
indemnification under Section 4 shall be paid or reimbursed by the corporation,
upon request of such person, in advance of the final disposition of such
proceeding upon receipt by the corporation of a written, unsecured promise by
the person to repay such amount if it shall be finally adjudged that the person
is not eligible for indemnification. All expenses incurred by such person in
connection with such proceeding shall be considered reasonable unless finally
adjudged to be unreasonable.
Section 6.6 - Procedure. Except as required by Sections 6.7 and 6.8 of this
Article, no action by the board of directors, the shareholders, independent
counsel, or any other person or
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persons shall be necessary or appropriate to the determination of the
corporation's indemnification obligation in any specific case, to the
determination of the reasonableness of any expenses incurred by a person
entitled to indemnification under this Article, nor to the authorization of
indemnification in any specific case.
Section 6.7 - Exception for Internal Claims. Notwithstanding anything else
in these Articles, the corporation shall not be obligated to indemnify any
person for any expenses, including attorneys' fees, incurred to assert any claim
against the corporation (except a claim to enforce indemnification) or any
person related to or associated with it, including any person who would be
entitled hereby to indemnification in connection with the claim.
Section 6.8 - Regulatory Proceedings. The corporation may provide
indemnification and advancement of expenses in connection with administrative
proceedings or civil actions instituted by a federal banking agency ("Regulatory
Proceedings"), except to the extent prohibited by applicable banking
regulations. Any procedures for obtaining indemnification in Regulatory
Proceedings shall be consistent with the requirements of such banking
regulations.
Section 6.9 - Enforcement Procedure. If a claim under Section 6.4 of this
Article is not paid in full by the corporation within sixty (60) days after a
written claim has been received by the corporation, except in the case of a
claim for expenses incurred in defending a proceeding in advance of its final
disposition, in which case the applicable period shall be twenty (20) days, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, to the extent successful in whole or
in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. The claimant shall be presumed to be entitled to
indemnification under this Article upon submission of a written claim (and, in
an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition, where the required undertaking
has been tendered to the corporation), and thereafter the corporation shall have
the burden of proving that the claimant is not so entitled. Except in an action
brought by a federal banking agency, the claimant is entitled to indemnification
even if the corporation (including its Board of Directors, independent legal
counsel or its shareholders) failed to determine prior to the commencement of
such action that indemnification or reimbursement or advancement of expenses to
the claimant is proper in the circumstances or even if the corporation
(including its Board of Directors, independent legal counsel or its
shareholders) actually determined that the claimant is not entitled to
indemnification or to the reimbursement or advancement of expenses.
Section 6.10 - Enforcement of Rights. The corporation shall indemnify any
person granted indemnification rights under this Article against any reasonable
expenses incurred by the person to enforce such rights.
Section 6.11 - Set-off of Claims. Any person granted indemnification rights
herein may directly assert such rights in set-off of any claim raised against
the person by or in the right of the corporation and shall be entitled to have
the same tribunal which adjudicates the corporation's claim adjudicate the
person's entitlement to indemnification by the corporation.
Section 6.12 - Non-Exclusive Remedy. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred by this
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Article shall not be exclusive of any other right that any person may have or
hereafter acquire under any statute, provision of the Articles of Incorporation,
Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.
Section 6.13 - Insurance. The corporation may maintain insurance, at its
expense, to protect itself and any director, trustee, officer, employee or agent
of the corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under the Washington Business Corporation Act, as amended from
time to time. The corporation may, without further shareholder action, enter
into contracts with any Director or Officer-Director of the corporation in
furtherance of the provisions of this Article and may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter
of credit) to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article. The proceeds of an insurance policy
or bond may not be used to pay or reimburse the cost of any judgment or civil
money penalty (except for legal and professional expenses) assessed in an
administrative proceeding or civil action instituted by any federal banking
agency.
Section 6.14 - Employees, Officers and Agents. The corporation may, by
action of its Board of Directors from time to time, provide indemnification and
pay expenses in advance of the final disposition of a proceeding to officers,
employees and agents of the corporation with the same scope and effect as the
provisions of this Article with respect to the indemnification and advancement
of expenses of Directors and Officer-Directors of the corporation, or pursuant
to rights granted pursuant to, or provided by, the Washington Business
Corporation Act, as amended from time to time, or otherwise.
Section 6.15 - Continuation of Rights. The indemnification rights provided
in this Article shall continue as to a person who has ceased to be a Director,
Officer-Director, or Subsidiary Outside Director and shall inure to the benefit
of the heirs, executors, and administrators of such person.
Section 6.16 - Effect of Amendment or Repeal. Any amendment or repeal of
this Article shall not adversely affect any right or protection of a Director,
Officer-Director, or Subsidiary Outside Director or person formerly serving in
any of such capacities existing at the time of such amendment or repeal with
respect to acts or omissions occurring prior to such amendment or repeal.
Section 6.17 - Severability of Provisions. Each of the substantive
provisions of this Article is separate and independent of the others, so that if
any provision hereof shall be held to be invalid or unenforceable for any
reason, such invalidity or unenforceability shall not affect the validity or
enforceability of the other provisions.
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ARTICLE VII
FAIR PRICE PROVISION
Section 7.1 For purposes of this Article:
(a) An interested shareholder transaction means any transaction between a
corporation, or any subsidiary thereof, and an interested shareholder of such
corporation or an affiliated person to an interested shareholder, that must be
authorized pursuant to applicable law by a vote of the shareholders.
(b) An interested shareholder:
(1) Includes any person or group of affiliated persons who beneficially own
twenty percent or more of the outstanding voting shares of a corporation. An
affiliated person is any person who either acts jointly or in concert with, or
directly or indirectly controls, is controlled by, or is under common control
with another person; and
(2) Excludes any person who, in good faith and not for the purpose of
circumventing this Article, is an agent, custodial bank, broker, nominee, or
trustee for another person, if such other person is not an interested
shareholder under Section 7.1(b)(1) of this Article.
Section 7.2 Except as provided in Section 7.3 of this Article, an
interested shareholder transaction must be approved by the affirmative vote of
the holders of two-thirds of the shares entitled to be counted under this
Section 7.2, or if any class of shares is entitled to vote thereon as a class,
then by the affirmative vote of two-thirds of the shares of each class entitled
to be counted under this Section 7.2 and of the total shares entitled to be
counted under this Section 7.2. All outstanding shares entitled to vote under
applicable law or the Articles of Incorporation shall be entitled to be counted
under this Section 7.2, except shares owned by or voted under the control of an
interested shareholder may not be counted to determine whether shareholders have
approved a transaction for purposes of this Section 7.2. The vote of the shares
owned by or voted under the control of an interested shareholder, however, shall
be counted in determining whether a transaction is approved under other
provisions of applicable law and for purposes of determining a quorum.
Section 7.3 This Article shall not apply to a transaction:
(a) Approved by a majority vote of the Board of Directors. For such
purpose, the vote of directors whose votes are otherwise entitled to be counted
under the Articles of Incorporation and applicable law who are directors or
officers of, or have a material financial interest in, an interested
shareholder, or who were nominated for election as a director as a result of an
arrangement with an interested shareholder and first elected as a director
within twenty-four months of the proposed transaction, shall not be counted in
determining whether the transaction is approved by such directors; or
(b) In which a majority of directors whose votes are entitled to be counted
under
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Section 7.3(a) determines that the fair market value of the consideration to be
received by noninterested shareholders for shares of any class of which shares
are owned by any interested shareholder is not less than the highest fair market
value of the consideration paid by any interested shareholder in acquiring
shares of the same class within twenty-four months of the proposed transaction.
Section 7.4 This Article may be amended or repealed only by the affirmative
vote of the holders of two-thirds of the shares entitled to be counted under
this Section 7.4. All outstanding shares entitled to vote under applicable law
or the Articles of Incorporation shall be entitled to be counted under this
Section 7.4, except shares owned by or voted under the control of an interested
shareholder may not be counted to determine whether shareholders have voted to
approve the amendment or repeal. The vote of the shares owned by or voted under
the control of an interested shareholder, however, shall be counted in
determining whether the amendment or repeal is approved under other provisions
of applicable law and for purposes of determining a quorum.
Section 7.5 The requirements imposed by this Article are to be in addition
to, and not in lieu of, requirements imposed on any transaction by any provision
of applicable law, or any other provision of the Articles of Incorporation, or
the Bylaws or otherwise.
ARTICLE VIII
CONSIDERATION OF NON-MONETARY FACTORS
The Board of Directors of this corporation, when evaluating any offer of
another party to (a) make a tender or exchange offer for any equity security of
this corporation, (b) merge or consolidate this corporation with another
corporation, or (c) purchase or otherwise acquire all or substantially all of
the properties and assets of this corporation, shall, in connection with the
exercise of its judgment in determining what is in the best interests of this
corporation and its stockholders, give due consideration to all relevant
factors, including without limitation the social and economic effects on the
employees, customers, suppliers and other constituents of this corporation and
its subsidiaries and on the communities in which this corporation and its
subsidiaries operate or are located.
ARTICLE IX
AMENDMENTS TO ARTICLES
Section 9.1 The corporation reserves the right to amend, alter, change or
repeal any provision of its Articles of Incorporation to the extent permitted by
the laws of the State of Washington. All rights of shareholders are granted
subject to this reservation.
Section 9.2 The Board of Directors shall have full power to adopt, alter,
amend or repeal the Bylaws of the corporation or to adopt new Bylaws. Nothing
herein, however, shall deny the concurrent power of the shareholders to adopt,
alter, amend or repeal the Bylaws.
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ARTICLE X
BOARD OF DIRECTORS
The initial Directors of the corporation and their addresses are as
follows:
NAME ADDRESS
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Michal D. Cann 9021 90th N.W
P.O. Box 990
Oak Harbor, WA 98277
Orland D. Dean 9021 90th N.W
P.O. Box 990
Oak Harbor, WA 98277
F. Merrick Dunn 9021 90th N.W
P.O. Box 990
Oak Harbor, WA 98277
Karl C. Krieg 9021 90th N.W
P.O. Box 990
Oak Harbor, WA 98277
Jay T. Lien 9021 90th N.W
P.O. Box 990
Oak Harbor, WA 98277
Robert J. Nelson 9021 90th N.W
P.O. Box 990
Oak Harbor, WA 98277
Robert Olson 9021 90th N.W
P.O. Box 990
Oak Harbor, WA 98277
Edward J. Wallgren 9021 90th N.W
P.O. Box 990
Oak Harbor, WA 98277
ARTICLE XI
REGISTERED AGENT AND OFFICE
The name and street address of the initial registered agent of the
corporation are G & D, Inc., 1420 Fifth Avenue, Suite 3300, Seattle, Washington
98101-2390.
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ARTICLE XII
INCORPORATOR
The name and address of the incorporator of the corporation are Stephen M.
Klein, Graham & Dunn, 1420 Fifth Avenue, Suite 3300, Seattle, Washington
98101-2390.
DATED this 23rd day of May 1996.
By: /s/ Michal D. Cann
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Michal D. Cann
Its: President and Chief Executive
Officer
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