EXHIBIT 3.1
RESTATED
ARTICLES OF INCORPORATION
OF
HOME BANCSHARES, INC.
Pursuant to the Arkansas Business Corporation Act, Home Bancshares, Inc.
does hereby adopt the following Restated Articles of Incorporation:
FIRST: The name of the corporation is Home BancShares, Inc.
SECOND: The nature of the business of this Corporation and the objects and
purposes purposed to be transacted, promoted or carried on by it are as
follows, to-wit:
(a) To act as a holding company and to acquire and own stock or
other interest in other businesses of any lawful character, including
specifically banks, mortgage loan and servicing businesses, factoring
businesses, and other financially oriented businesses; and as
shareholder or as owner of other interest in such businesses, to
exercise all rights incident thereto;
(b) To do all things herein set forth, and in addition, all such
other acts and things necessary or convenient or intended for the
attainment of any of the purposes of this Corporation and to
participate in, engage in, carry on and conduct any business that a
natural person lawfully might or could do insofar as such acts and
business undertakings are permitted to be done by a corporation
organized under the general corporation laws of the State of Arkansas,
with all powers conferred upon corporations, specifically or by
inference, under the laws of the State of Arkansas.
THIRD: The authorized capital stock of this corporation shall consist of
3,000,000 shares of common stock having a par value of $1.00 per share.
FOURTH: The Chairman and Secretary of the corporation shall have the authority
on behalf of the corporation to enter into any contract between the
corporation and all of its shareholders (a) imposing restrictions on
the future transfer (whether inter vivos, by inheritance or
testamentary gift), hypothecation or other disposition of its shares;
(b) granting purchase options to the corporation or its shareholders;
or (c) requiring the corporation or its shareholders to purchase such
shares upon stated contingencies. In addition, any and all of such
restrictions, options or requirements may be imposed on all shares of
the corporation, issued and unissued, upon the unanimous resolution of
the Board of Directors and the consent of all stockholders as of the
date of the Board's resolution.
FIFTH: The registered office of this corporation shall be located at 945 Salem
Road, Conway, Faulkner County, Arkansas 72032. The registered agent of
this corporation, at the registered office address set forth herein
shall be John Allison.
SIXTH: The Board of Directors of this Corporation shall consist of not less
than two (2) nor more than fifteen (15) persons, the exact number of
directors within such minimum and maximum limits to be fixed and
determined, from time to time, by resolution of majority of the full
Board of Directors or by resolution of the shareholders at any annual
or special meeting thereof. Any vacancy in the Board of Directors for
any reason, including an increase in the number thereof, may be filled
by action of the Board of Directors.
SEVENTH: The name and address of the incorporators of this corporation are:
Ruth T. Dearing Donald R. Dearing
P.O. Box 496 P.O. Box B
Holly Grove, Arkansas 72069 Holly Grove, Arkansas 72069
Herd E. Stone
P.O. Box A
Holly Grove, Arkansas 72069
EIGHTH: To the maximum extent permitted by the Arkansas Business Corporation
Act of 1987, as it now exists or may hereafter be amended, a director
of this corporation shall not be liable to the corporation or its
shareholders for monetary damages for any breach of fiduciary duties as
a director.
NINTH: (a) Every person who was or is a party of, is threatened to be made
party to, or is involved in, any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Corporation (or is or
was serving at the request of the Corporation as a director or officer
of another corporation, or as its representative in a partnership,
joint venture, trust or other enterprise) shall be indemnified and held
harmless to the fullest extent legally permissible under and pursuant
to any procedure specified in the Arkansas Business Corporation Act, as
amended and as the same may be amended hereafter, against all expenses,
liabilities and losses (including attorney's fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith. Such right of indemnification
shall be a contract right that may enforced in any lawful manner by
such person, and the Corporation may in the discretion of the Board of
Directors enter into indemnification agreements with its directors and
officers. Such right of indemnification shall not be exclusive of any
other right which such director or officer may have or hereafter
acquire and, without limiting the generality of such statement, he
shall be entitled to his rights of indemnification under any agreement,
vote of stockholders, provision of law or otherwise, as well as his
rights under this section.
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(b) The Board of Directors may cause the Corporation to purchase
and maintain insurance on behalf of any person who is, or was, a
director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another
corporation or as its representative in a partnership, joint venture,
trust or other enterprise, against any liability asserted against such
person and incurred in any such capacity or arising out of such
status, whether or not the Corporation would have the power to
indemnify such person.
(c) Expenses incurred by a director or officer of the Corporation
in defending a civil or criminal action, suit or proceeding by reason
of the fact that he is, or was, a director or officer of the
Corporation (or is or was serving at the Corporation's request as a
director or officer of another corporation or as its representative in
a partnership, joint venture, trust or other enterprise) shall be paid
by the Corporation in advance of the final disposition of such action,
suit or proceeding (1) upon authorization (i) by the Board of
Directors by a majority vote of a quorum consisting of directors who
are not parties to the action, suit or proceeding, (ii) if such a
quorum is not obtainable or, even if obtainable, if a quorum of
disinterested directors so directs, then by independent legal counsel
in a written opinion, or (iii) by the shareholders; and (2) upon
receipt of an undertaking by, or on behalf of, such person to repay
such amount, if it shall ultimately be determined that he or she is
not entitled to be indemnified by the Corporation as authorized by
relevant provisions of the Arkansas Business Corporation Act as the
same now exists or as it may hereafter be amended.
(d) If any provision of this Article or the application thereof
to any person or circumstance is adjudicated invalid, such invalidity
shall not affect other provisions or applications of this Article
which lawfully can be given without the invalid provision of this
Article.
IN WITNESS WHEREOF, the President and Chairman of the Corporation has set
his hand this 12th day of March, 1999.
HOME BANCSHARES, INC.
By /s/ JOHN ALLISON
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John Allison, Chairman
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