1
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
PARK MERIDIAN FINANCIAL CORPORATION
The undersigned hereby submits these Articles of Incorporation for the
purpose of forming a business corporation under the laws of the State of North
Carolina:
1. The name of the corporation is Park Meridian Financial Corporation.
2. The number of shares the corporation is authorized to issue is
25,000,000 shares of common stock, with each share having a par value of $0.01.
3. The address of the initial registered office of the corporation in
the State of North Carolina is 6826 Morrison Boulevard, Charlotte, North
Carolina 28211, and the name of its initial registered agent at such address is
Kevin T. Kennelly.
4. The name and address of the incorporator is Stephen M. Lynch,
Robinson, Bradshaw & Hinson, P.A., 101 North Tryon Street, Suite 1900,
Charlotte, North Carolina 28246.
5. The period of duration of the corporation is perpetual.
6. The purposes for which the corporation is organized are to engage in
any lawful act or activity for which corporation may be organized under Chapter
55 of the General Statutes of North Carolina.
7. The shareholders of the corporation shall have no preemptive right
to acquire additional or treasury shares of the corporation.
8. The number of directors constituting the initial board of directors
shall be thirteen (13).
9. Subject to any restrictions under Chapter 55 of the North Carolina
Business Corporation Act, and any successor provisions, the Board of Directors
shall be and hereby is divided into three classes: Class I, Class II and Class
III. No one class shall have more than one director more than any other class.
If a fraction is contained in the quotient arrived at by dividing the designated
number of directors by three, then, if such fraction is one-third, the extra
director shall be a member of Class I, and if such fraction is two-thirds, one
of the extra directors shall be a member of Class I and one of the extra
directors shall be a member of Class II, unless otherwise provided from time to
time by resolution adopted by the Board of Directors. Each director shall serve
for a term ending on the date of the third annual meeting following the annual
meeting at which such director was elected; provided, that each initial director
in Class I shall serve for a term ending on the date of the first annual meeting
of shareholders following effectiveness of these Articles; each initial director
in Class II shall serve for a term ending on the date of the second annual
meeting following the effectiveness of these Articles; and each initial director
in
2
Class III shall serve for a term ending on the date of the third annual meeting
following the effectiveness of these Articles; and, provided further, that the
term of each director shall be subject to the election and qualification of his
successor and to his earlier death, resignation or removal. Promptly upon the
effectiveness of these Articles of Incorporation, the Board of Directors shall
allocate its members among the three classes as it determines, consistent with
the rules set forth herein. In the event of any increase or decrease in the
authorized number of directors, (i) each director then serving as such shall
nevertheless continue as a director of the class of which he is a member and
(ii) the newly created or eliminated directorships resulting from such increase
or decrease shall be apportioned by the Board of Directors among the three
classes of directors so as to ensure that no one class has more than one
director more than any other class. To the extent possible, consistent with the
foregoing rule, any newly created directorships shall be added to those classes
whose terms of office are to expire at the latest dates following such
allocation, and any newly eliminated directorships shall be subtracted from
those classes whose terms of offices are to expire at the earliest dates
following such allocation, unless otherwise provided from time to time by
resolution adopted by the Board of Directors.
10. To the fullest extent permitted by the North Carolina Business
Corporation Act as it exists or may hereafter be amended, no person who is
serving or who has served as a director of the corporation shall be personally
liable to the corporation or any of its shareholders for monetary damages for
breach of duty as a director. No amendment or repeal of this article, nor the
adoption of any provision to these Articles of Incorporation inconsistent with
this article, shall eliminate or reduce the protection granted herein with
respect to any matter that occurred prior to such amendment, repeal, or
adoption.
11. The provisions of the North Carolina Business Corporation Act
entitled "The North Carolina Shareholder Protection Act" and "The North Carolina
Control Share Acquisition Act" shall not be applicable to the corporation.
This the 11th day of May, 2000.
/s/ Stephen M. Lynch
-----------------------------------
Stephen M. Lynch, Incorporator
2