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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
MAHASKA INVESTMENT COMPANY
We, the undersigned, acting as incorporators of a corporation under
the Iowa Business Corporation Act, Chapter 496 A, Code of Iowa, 1971, as
amended, adopt the following Articles of Incorporation for such corporation:
ARTICLE I.
The name of the corporation is MAHASKA INVESTMENT COMPANY.
ARTICLE II.
The period of duration of the corporation shall be perpetual.
ARTICLE III.
The corporation shall have unlimited power to engage in, and to do,
any lawful act concerning any and all lawful business for which corporations
may be organized under said Act.
ARTICLE IV.
The aggregate number of shares which the corporation shall have
authority to issue is Four Million (4,000,000) shares of common stock of the
par value of Five ($5.00) Dollars each.
A holder or subscriber to shares of the corporation shall be under no
obligation to the corporation or its creditors with respect to such shares
other than the obligation to pay to the corporation the full consideration for
which such shares were issued or are to be issued.
ARTICLE V.
The address of the initial registered office of the corporation is 110
North Market Street in the City of Oskaloosa, Mahaska County, Iowa, and the
name of its initial registered agent at such address is C. A. Williams, Jr.
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ARTICLE VI.
The number of directors of the corporation shall be not less than 5
and not greater than 15, and, effective as of the annual meeting of
shareholders of the corporation in 1996, the Board of Directors shall be
divided into three classes, designated Class I, Class II, and Class III. Such
classes shall be as nearly equal in number as possible. The term of directors
of one class shall extend to each annual meeting of shareholders and in all
cases as to each director, until his successor shall be elected and shall
qualify, or until his earlier resignation, removal from office, death or
incapacity. Additional directorships resulting from an increase in number of
directors shall be apportioned among the classes as equally as possible. The
initial term of office of directors of Class I shall extend to the annual
meeting of shareholders in 1997, that of Class II shall extend to the annual
meeting in 1998, and that of Class III shall extend to the annual meeting in
1999, and in all cases as to each director until his successor shall be elected
and shall qualify or until his earlier resignation, removal from office, death
or incapacity. At each annual meeting of shareholders, the number of directors
equal to the number of directors of the class whose term extends to the time of
such meeting shall be elected to hold office until the third succeeding annual
meeting of shareholders after their election. The Board of Directors may, upon
a majority vote of its members, increase or decrease the number of directors
within the limits set forth above. Any vacancy occurring in the Board of
Directors and any directorship to be filled by reason of an increase in the
number of directors, may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors. Any
director elected to fill a vacancy other than by reason of an increase in the
number of directors shall be elected for the unexpired term of his or her
predecessor in office. Any director elected to fill a vacancy by reason of an
increase in the number of directors may continue in office only until the next
election of directors by the shareholders.
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ARTICLE VII.
The name and address of each incorporator is as follows:
Name Address
R. S. Howard, Jr. 116 Highland Avenue, Oskaloosa, Iowa
C. A. Williams, Jr. 837 High Avenue East, Oskaloosa, Iowa
Ralph E. Lyddon 1219 North Third Street, Oskaloosa, Iowa
ARTICLE VIII.
No contract or other transaction between the corporation and any other
corporation shall be affected or invalidated by the fact that any one or more
of the directors of this corporation is or are interested in, or is a director
or officer, or are directors or officers of such other corporation, and any
director or directors, individually or jointly may be a party or parties to or
may be interested in any contract or transaction of this corporation or in
which this corporation is interested; and no contract, act or transaction of
this corporation with any person or persons, firm or association, shall be
affected or invalidated by the fact that any director or directors of this
corporation is a party or are parties to, or interested in, such contract, act
or transaction, or in any way connected with such person or persons, firm or
association, and each and every person who may become a director of this
corporation is hereby relieved from any liability that might otherwise exist
from contracting with the corporation for the benefit of himself or any firm or
corporation in which he may be in any wise interested so long as he acts in
good faith and in a manner he reasonably believes to be in or not opposed to
the best interests of the corporation.
ARTICLE IX.
All deeds, mortgages, releases and other instruments in writing
affecting real estate which shall be made by the corporation shall be executed
and acknowledged in its name by the president or any vice president and
attested by the secretary or any assistant secretary with the corporate seal
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attached.
ARTICLE X.
The initial bylaws of the corporation shall be adopted by the board of
directors which shall have the power to alter, amend or repeal the same or
adopt new bylaws at any regular meeting or at any special meeting called for
that purpose, and said bylaws may contain provisions restricting the transfer
of shares of stock of the corporation.
Dated at Oskaloosa, Iowa, this 14th day of February, 1973.
/s/ R. S. Howard, Jr.
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R. S. Howard, Jr.
/s/ C. A. Williams, Jr.
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C. A. Williams, Jr.
/s/ Ralph E. Lyddon
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Ralph E. Lyddon
INCORPORATORS
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STATE OF IOWA
ss.
Mahaska County
On this 14th day of February, 1973, before me, the undersigned Notary
Public, personally appeared R. S. Howard, Jr., C. A. Williams, Jr. and Ralph E.
Lyddon, to me known to be the identical persons named in and who executed the
forgoing Articles of Incorporation, and acknowledged that they executed the
same as their voluntary act and deed.
/s/ Alice M. Parlet
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Notary Public in and for said County and State.