EXHIBIT 3.1
CERTIFICATE OF INCORPORATION OF
HARRINGTON WEST FINANCIAL GROUP, INC.
ARTICLE 1. NAME. The name of the corporation is Harrington West
Financial Group, Inc. (hereinafter referred to as the "Corporation").
ARTICLE 2. REGISTERED OFFICE AND REGISTERED AGENT. The address of the
registered office of the Corporation in the State of Delaware is 1209 Orange
Street, in the city of Wilmington, county of New Castle. The name of the
registered agent at such address is The Corporation Trust Company.
ARTICLE 3. NATURE OF BUSINESS. The purpose of the Corporation is to
engage in any lawful act or activity for which a corporation may be organized
under the General Corporation Law of the State of Delaware.
ARTICLE 4. CAPITAL STOCK. The total number of shares of capital stock
which the Corporation has authority to issue is 4,000,000, of which 1,000,000
shall be serial preferred stock, $.01 par value per share (hereinafter the
"Preferred Stock"), and 3,000,000 shall be common stock, par value $.01 per
share (hereinafter the "Common Stock").
The Board of Directors is hereby expressly authorized, by resolution
or resolutions to provide, out of the unissued shares of Preferred Stock, for
series of Preferred Stock. Before any shares of any such series are issued,
the Board of Directors shall fix, and hereby is expressly empowered to fix, by
resolution or resolutions, the following provisions of the shares thereof:
(a) the designation of such series, the number of shares to constitute
such series and the stated value thereof if different from the par value
thereof;
(b) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the terms of such
voting rights, which may be general or limited;
(c) the dividends, if any, payable on such series, whether any such
dividends shall be cumulative, and, if so, from what dates, the conditions and
dates upon which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any shares of
stock of any other class or any other series of this class;
(d) whether the shares of such series shall be subject to redemption
by the Corporation, and, if so, the times, prices and other conditions of such
redemption;
(e) the amount or amounts payable upon shares of such series upon, and
the rights of the holders of such series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon any distribution of the
assets, of the Corporation;
(f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund
and, if so, the extent to and manner in which any such retirement or sinking
fund shall be applied to the purchase or redemption of the shares of such
series for retirement or other corporate purposes and the terms and provisions
relative to the operation thereof;
(g) whether the shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or any other series of
this class or any other securities, and, if so, the price or prices or the
rate or rates of conversion or exchange and the method, if any, of adjusting
the same, and any other terms and conditions of conversion or exchange;
(h) the limitations and restrictions, if any, to be effective while
any shares of such series are outstanding upon the payment of dividends or the
making of other distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of, the Common Stock or shares of stock of any
other class or any other series of this class;
(i) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock,
including additional shares of such series or of any other series of this
class or of any other class; and
(j) any other powers, preferences and relative, participating, optional
and other special rights, and any qualifications, limitations and restrictions
thereof.
The powers, preferences and relative, participating, optional and
other special rights, of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding. All shares of any
one series of Preferred Stock shall be identical in all respects with all
other shares of such series, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon shall
accrue and/or be cumulative,
ARTICLE 5. INCORPORATOR. The name and mailing address of the sole
incorporator is as follows:
Name Address
---- -------
Smith Breeden Associates, Inc. 7300 College Boulevard, Suite 430
Overland Park, Kansas 66210
ARTICLE 6. PREEMPTIVE RIGHTS. No holder of the capita1 stock of the
Corporation shall be entitled as such, as a matter of right, to subscribe for
or purchase any part of any new or additional issue of stock of any class
whatsoever of the Corporation, or of securities convertible into stock of any
class whatsoever, whether now or hereafter authorized, or whether issued for
cash or other consideration or by way of a dividend.
ARTICLE 7. DIRECTORS. The business and affairs of the Corporation
shall be managed by or under the direction of a Board of Directors. Except as
otherwise fixed pursuant to the provisions of Article 4 hereof relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect additional
directors, the number of directors shall be determined as stated in. the
Corporation's Bylaws, as may be amended from time to time.
A. CLASSIFICATION AND TERM. The Board of Directors, other
than those who may be elected by the holders of any class or series of
stock having preference over the Common Stock as to dividends or upon
liquidation, shall be divided into three classes as nearly equal in
number as possible, with one class to be elected annually. The term of
office of the initial directors shall be as follows: the term of
directors of the first class shall expire at the first annual meeting
of stockholders after the effective date of this Certificate of
Incorporation; the term of office of the directors of the second class
shall expire at the second annual meeting of stockholders after the
effective date of this Certificate of Incorporation; and the term of
office of the third class shall expire at the third annual meeting of
stockholders after the effective date of this Certificate of
Incorporation; and, as to directors of each class, when their
respective successors are elected and qualified. At each annual
meeting of stockholders, directors elected to succeed those whose
terms are expiring shall be elected for a term of office to expire at
the third succeeding annual meeting of stockholders and when their
respective successors are elected and qualified. Stockholders of the
Corporation shall not be permitted to cumulate their votes for the
election of directors.
B. VACANCIES. Except as otherwise fixed pursuant to the
provisions of Article 4 hereof relating to the rights of the holders
of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect directors, any
vacancy occurring in the Board of Directors, including any vacancy
created by reason of an increase in the number of directors, may be
filled by a majority vote of the directors then in office, whether or
not a quorum is present, or by a sole remaining director, and any
director so chosen shall hold office for the remainder of the term to
which the director has been selected and until such director's
successor shall have been elected and qualified. When the number of
directors is changed, the Board of Directors shall determine the class
or classes to which the increased or decreased number of directors
shall be apportioned; provided that no decrease in the number of
directors shall shorten the term of any incumbent director.
C. REMOVAL. Subject to the rights of any class or series of
stock having preference over the Common Stock as to dividends or upon
liquidation to elect directors, any director (including persons
elected by directors to fill vacancies in the Board of Directors) may
be removed from office only with cause by an affirmative vote of not
less than a majority of the votes eligible to be cast by stockholders
at a duly constituted meeting of stockholders called expressly for
such purpose.
ARTICLE 8. MEETINGS OF STOCKHOLDERS AND BYLAWS.
A. MEETINGS OF STOCKHOLDERS. No action required by the
General Corporation Law of the State of Delaware to be taken at any
annual or special meetings of stockholders, nor any action which may
be taken at any annual or special meetings of stockholders, may be
taken without a meeting, without prior notice and without a vote of
such stockholders. Except as otherwise required by law and subject to
the rights of the holders of any class or series of Preferred Stock,
special meetings of the stockholders may be called only by the Board
of Directors pursuant to a resolution approved by the affirmative vote
of a majority of the directors then in office.
B. BYLAWS. The Board of Directors or stockholders may
adopt, alter, amend or repeal the Bylaws of the Corporation. Such
action by the Board of Directors shall require the affirmative vote of
a majority of the directors then in office at any regular or special
meeting of the Board of Directors. Such action by the stockholders
shall require the affirmative vote of at least a majority of the total
votes eligible to be cast by stockholders at a duly constituted
meeting of stockholders called expressly for such purpose.
ARTICLE 9. LIABILITY OF DIRECTORS AND OFFICERS. The personal liability
of the directors and officers of the Corporation for monetary damages shall be
eliminated to the fullest extent permitted by the General Corporation Law of
the State of Delaware as it exists on the effective date of this Certificate
of Incorporation or as such law may be thereafter in effect. No amendment,
modification or repeal of this Article 9 shall adversely affect the rights
provided hereby with respect to any claim, issue or matter in any proceeding
that is based in any respect on any alleged action or failure to act prior to
such amendment, modification or repeal.
ARTICLE 10. AMENDMENT. The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by law, and all
rights conferred upon stockholders herein are granted subject to this
reservation. No amendment, addition, alteration, change or repeal of this
Certificate of Incorporation shall be made unless it is first approved by the
Board of Directors of the Corporation pursuant to a resolution adopted by the
affirmative vote of a majority of the directors then in office, and thereafter
is approved by the holders of a majority of the shares of the Corporation
entitled to vote generally in an election of directors.
SMITH BREEDEN ASSOCIATES INC., being the sole Incorporator herein
before named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, does make this Certificate hereby
declaring and certifying that this is the Incorporator's act and deed and that
the facts herein stated are true, and accordingly has caused this Certificate
to be signed on its behalf by the undersigned, thereunto duly authorized on
this 18 day of September 1995.
SMITH BREEDEN ASSOCIATES, INC.
By: /s/ Craig J. Cerny
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Craig J. Cerny
Executive Vice President