EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
FIRST BUSEY CORPORATION
First. The name of the corporation (hereinafter called the Corporation)
is:
FIRST BUSEY CORPORATION
Second. The address of the Corporation's Registered Office in the State
of Nevada is 3800 Howard Hughes Parkway, 7th Floor, Las Vegas, Nevada, County of
Clark, 89109. The name of the Corporation's Registered Agent at such address is
Kummer, Kaempfer, Bonner and Renshaw.
Third. The nature of the business or purposes of the Corporation is as
follows:
To engage in any lawful act or activity for which corporations
may be organized under the Nevada Revised Statutes.
Fourth. A. Classes and Number of Shares. The total number of shares of
all classes of stock the Corporation shall have authority to issue is 41,000,000
shares. The classes and the aggregate number of shares of stock of each class
which the Corporation shall have authority to issue are as follows:
1. 40,000,000 shares of Common Stock, without par value.
2. 1,000,000 shares of Preferred Stock, without par value.
B. Powers and Rights of Common Stock.
1. Voting Rights and Powers. With respect to all matters upon
which stockholders are entitled to vote or to which stockholders are
entitled to give consent, the holders of the outstanding shares of the
Common Stock shall be entitled to cast thereon one (1) vote in person
or by proxy for each share of the Common Stock standing in his name.
2. Dividends and Distributions.
a. Cash Dividends. When cash dividends may be
declared by the Board of Directors, and for purposes of
calculating the cash dividend to be paid on shares of the
Common Stock, the amount of the cash dividend declared and
payable on shares of the Common Stock, determined in
accordance with this provision, may be rounded up to the next
highest half cent or fraction thereof.
b. Other Dividends and Distributions. Each share of
the Common Stock shall be equal in respect of rights to
dividends (other than cash) and distributions, when and as
declared, in the form of stock or other property of the
Corporation, except that in the case of dividends or other
distributions payable in stock of the Corporation, including
distributions pursuant to stock
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split-ups or divisions, only shares of the Common Stock shall
be distributed with respect to the Common Stock.
3. Other Rights. Except as otherwise required by the Nevada
Revised Statutes, or as otherwise provided in the Articles of
Incorporation, each share of the Common Stock shall have identical
powers, preferences and rights, including rights in liquidation.
4. Issuance of the Common Stock. The Board of Directors of the
Corporation may from time to time authorize by resolution the issuance
of any or all of the authorized but unissued shares of the Common Stock
for such purposes, in such amounts, to such persons, corporations or
entities, for such consideration, all as the Board of Directors at its
discretion may determine and without any vote or other action by the
stockholders, except as otherwise required by law. The Board of
Directors may issue shares of the Common Stock in the form of a
distribution or distributions pursuant to a stock dividend or split-up
of the shares of the Common Stock only to the then holders of the
outstanding shares of the Common Stock.
C. Powers and Rights of Preferred Stock.
1. Shares of Preferred Stock may be issued in one or more
series at such time or times and for such consideration as the Board of
Directors may determine. Each such series shall be given a
distinguishing designation. All shares of any one series shall have
preferences, limitations and relative rights identical with those of
other shares of the same series and, except to the extent otherwise
provided in the description of such series, with those of other shares
of Preferred Stock.
2. Authority is hereby expressly granted to the Board of
Directors to fix from time to time, by resolution or resolutions
providing for the establishment and/or issuance of any series of
Preferred Stock, the designation of such series and the preferences,
limitations and relative rights of the shares of such series, including
the following:
a. The distinctive designation and number of shares
comprising such series, which number may (except as otherwise
provided by the Board of Directors in creating such series) be
increased or decreased (but not below the number of shares
then outstanding) from time to time by action of the Board of
Directors;
b. The voting rights, if any, which shares of that
series shall have, which may be special, conditional, limited
or otherwise;
c. The rate of dividends, if any, on the shares of
that series, whether dividends shall be non-cumulative,
cumulative to the extent earned, partially cumulative or
cumulative (and, if cumulative, from which date or dates),
whether dividends shall be payable in cash, property or
rights, or in shares of the Corporation's capital stock, and
the relative rights of priority, if any, of payment of
dividends on shares of that series over shares of any other
series or over the Common Stock;
d. Whether the shares of that series shall be
redeemable and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which
they shall be redeemable, the event or events upon or after
which they shall be redeemable, whether they shall be
redeemable at the option of the Corporation, the stockholder
or another person, the amount per share payable in case of
redemption (which amount may vary under different conditions
and at different redemption dates), whether such amount shall
be a designated amount or an amount
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determined in accordance with a designated formula or by
reference to extrinsic data or events and whether such amount
shall be paid in cash, indebtedness, securities or other
property or rights, including securities of any other
corporation;
e. Whether that series shall have a sinking fund for
the redemption or purchase of shares of that series and, if
so, the terms of and amounts payable into such sinking fund;
f. The rights to which the holders of the shares of
that series shall be entitled in the event of voluntary or
involuntary dissolution or liquidation of the Corporation, and
the relative rights of priority, if any, of payment of shares
of that series over shares of any other series or over the
Common Stock in any such event;
g. Whether the shares of that series shall be
convertible into or exchangeable for cash, shares of stock of
any other class or any other series, indebtedness, or other
property or rights, including securities of another
corporation, and, if so, the terms and conditions of such
conversion or exchange, including the rate or rates of
conversion or exchange, and whether such rate shall be a
designated amount or an amount determined in accordance with a
designated formula or by reference to extrinsic data or
events, the date or dates upon or after which they shall be
convertible or exchangeable, the duration for which they shall
be convertible or exchangeable, the event or events upon or
after which they shall be convertible or exchangeable, and
whether they shall be convertible or exchangeable at the
option of the Corporation, the stockholder or another person,
and the method (if any) of adjusting the rate of conversion or
exchange in the event of a stock split, stock dividend,
combination of shares or similar event;
h. Whether the issuance of any additional shares of
such series, or of any shares of any other series, shall be
subject to restrictions as to issuance, or as to the powers,
preferences or rights of any such other series; and
i. Any other preferences, privileges and powers and
relative, participating, optional or other special rights and
qualifications, limitations or restrictions of such series, as
the Board of Directors may deem advisable and as shall not be
inconsistent with the provisions of this Article and to the
full extent now or hereafter permitted by the laws of the
State of Nevada.
Fifth. The number of directors shall be fixed by, or in the manner
provided in, the By-Laws.
Sixth. The Corporation shall have perpetual existence.
Seventh. The stockholders, officers or directors of the Corporation
shall not be personally liable for the payment of the Corporation's debts except
as they may be liable by reason of their own conduct or acts.
Eighth. The Board of Directors is expressly authorized and empowered to
make, alter and repeal the By-Laws of the Corporation, subject to the power of
the stockholders of the Corporation, to alter or repeal any By-Laws of the
Corporation.
Ninth. The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in the Articles
of Incorporation and add or insert any other provision authorized by the laws of
the State of Nevada in the manner now or hereafter prescribed by law. All
rights, preferences or privileges of whatever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to these
Articles of Incorporation in its present form or as hereafter amended are
granted subject to the rights now reserved in this Article.
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Tenth. No director or officer shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty, provided that
this Section shall not eliminate or limit the liability of a director or officer
for (i) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law or (ii) the payment of distributions in violation of
Section 78.300 of the Nevada Revised Statutes.
Eleventh. Meetings of stockholders may be held within or without the
State of Nevada, as the By-Laws of the Corporation may provide. The books of the
Corporation may be kept outside the State of Nevada at such place or places as
may be designated from time to time by the Board of Directors or in the By-Laws
of the Corporation, except as otherwise required by the Nevada Revised Statutes.
Election of directors need not be by written ballot unless the By-Laws of the
Corporation so provide.
Twelveth. The Corporation expressly elects not to be governed by
Sections 78.411-78.444, inclusive, of the Nevada Revised Statutes, as the same
may be amended or supplemented from time to time.
Thirteenth. The Corporation shall, to the fullest extent permitted by
Section 78.751 of the Nevada Revised Statutes, as the same may be amended or
supplemented from time to time, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said Section
78.751, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
IN WITNESS WHEREOF, the undersigned officers hereby declare that the
statements made in the foregoing correctly sets forth the text of the Articles
of Incorporation of the Corporations adopted and amended at a meeting of the
shareholders and directors on April 20, 1999.
DATED: April 22, 1999
SIGNATURES:
/s/ //DOUGLAS C. MILLS// //BARBARA J. KUHL//
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Douglass C. Mills, President Barbara J. Kuhl, Secretary
Subscribed and sworn to before me
this 22nd day of April, 1999.
/s/ //Kay A. Fink// (SEAL)
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Notary Public
Commission expires September 18, 1999.
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