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EXHIBIT 3.1
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ARTICLES OF AMENDMENT
FIRST CHARTER CORPORATION
Pursuant to ss.55-10-06 of the General Statues of North Carolina, the
undersigned corporation hereby executes the following Articles of
Amendment for the purpose of amending its Amended and Restated
Articles of Incorporation:
1. The name of the corporation is: "First Charter Corporation."
2. The proposed amendment to the Amended and Restated Articles of
Incorporation of First Charter Corporation would delete the existing
Article 4 and replace it in its entirety with a new Article 4. The text
of the amendment adopted is as follows:
"ARTICLE 4
The aggregate number of shares the Corporation is authorized to issues
is One Hundred Two Million (102,000,000), divided into the following classes:
Class Number of Shares
------- ----------------
Common Stock 100,000,000
Preferred Stock 2,000,000
A. COMMON STOCK
The class of common stock has unlimited voting rights and, after
satisfaction of claims, if any, of the holders of preference or preferred
shares, is entitled to receive the net assets of the Corporation upon
distribution.
B. PREFERRED STOCK
Shares of Preferred Stock may be issued as one or more classes and in
series within a class all with such preferences, limitations and relative rights
as and when determined by resolution of the Board of Directors of the
Corporation or any other manner authorized by law."
3. The amendment does not provide for an exchange, reclassification, or
cancellation of issued shares.
4. This amendment was adopted on June 6, 2000.
5. On June 6, 2000, this amendment was duly adopted by shareholder action,
and such shareholder approval was obtained as required by Chapter 55 of
the North Carolina General Statutes.
6. These articles will be effective upon filing.
IN WITNESS WHEREOF, the undersigned has caused this Articles of
Amendment to be executed in its name by a duly authorized offices as of the day
of July, 2000.
FIRST CHARTER CORPORATION
By: /s/ Jan Hollar
--------------
Name: Jan Hollar
Title: Senior Vice President and Director
of Finance
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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
FIRST CHARTER CORPORATION
The undersigned Corporation, a business corporation incorporated under
the North Carolina Business Corporation Act, pursuant to action by its
shareholders, hereby sets forth its Amended and Restated Articles of
Incorporation:
ARTICLE 1: The name of the Corporation is First Charter Corporation.
ARTICLE 2: The period of duration of the Corporation shall be perpetual.
ARTICLE 3: The purposes for which the Corporation is organized are:
(1) to purchase, own, and hold the stock of other corporations, and to
do every act and thing covered generally by the denomination "bank holding
corporation" or "holding corporation," and especially to direct the operations
of banks, banking associations or other corporations through the ownership of
stock therein;
(2) to purchase, subscribe for, acquire, own, hold, sell, exchange,
assign, transfer, create security interests in, pledge, or otherwise dispose of
shares of the capital stock of, or any bonds, notes, securities, or evidences of
indebtedness created by any other corporation or corporations organized under
the laws of this state or any other state and also bonds or evidences of
indebtedness of the United States or of any state, district, territory or
subdivision or municipality thereof and to issue in exchange therefor shares of
the capital stock, bonds, notes, or other obligations of the Corporation and
while the owner thereof to exercise all the rights, powers and privileges of
ownership including the right to vote on any shares of stock so owned;
(3) to promote, lend money to, and guarantee the dividends, stocks,
bonds, notes, evidences of indebtedness, contracts, or other obligations of, and
otherwise aid in any manner which shall be lawful, any corporation or
association of which any bonds, stocks or other securities or evidences of
indebtedness shall be held by or for the Corporation, or in which, or in the
welfare of which, the Corporation shall have any interest, and to do any acts
and things permitted by law and designed to protect, preserve, improve, or
enhance the value of any such bonds, stocks, or other securities or evidences of
indebtedness or the property of the Corporation;
(4) to engage in any other lawful act or activity for which
corporations may be organized under Chapter 55 of the General Statutes of North
Carolina, as amended, including, but not limited to, manufacturing, purchasing
or otherwise acquiring, owning, mortgaging, pledging, selling, assigning and
transferring, or otherwise disposing of, investing, trading, dealing in and
with, goods, wares and merchandise and property of every class and description,
whether real, personal, mixed, tangible, or intangible; entering into or serving
in any kind of management, investigative, advisory, promotional, protective,
insurance, guarantyship, suretyship, fiduciary or representative relationship or
capacity for any persons or corporations whatsoever; and
(5) to engage in, conduct and operate any other business which may be
deemed adapted, directly or indirectly, to add to the profits of its business or
to increase the value of its property.
In furtherance and not in limitation of the power conferred by the laws
of the State of North Carolina upon corporations organized for the foregoing
purposes, the Corporation shall have power to borrow money, to lend money, to
guarantee obligations, to purchase, construct, lease or otherwise acquire, own,
hold, use, maintain, operate or otherwise manage or control, sell, exchange,
lease, mortgage, pledge or otherwise dispose of, property of any kind or
character, real, personal or mixed, tangible or intangible, necessary, useful or
convenient therefor, and to acquire, hold, mortgage, pledge or
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dispose of shares, bonds and other evidences of indebtedness and securities of
the United States of America or any state or municipality therein or of any
domestic or foreign corporation.
The foregoing clauses shall be construed as enumerating specific
purposes and powers, but no recitation, expression or declaration of specific
purposes or powers herein enumerated shall be deemed to be exclusive, but it is
hereby expressly declared that all other lawful purposes and powers not
inconsistent therewith are hereby included.
The Board of Directors of the Corporation shall have the authority to
adopt resolutions approving the indemnification, to the fullest extent permitted
by Chapter 55 of the North Carolina General Statutes, of any person made a party
to any action or proceeding, whether civil, criminal or administrative, by
reason of the fact that such person was serving as director, officer, employee
or agent of the Corporation.
ARTICLE 4: The aggregate number of shares the Corporation is authorized
to issue is twenty-five million (25,000,000) shares of Common Stock, without par
value.
ARTICLE 5: The shareholders of the Corporation shall have no preemptive
right to acquire additional shares of the Corporation.
ARTICLE 6: The address of the registered office of the Corporation is
22 Union Street, North, Post Office Box 228, Concord, Cabarrus County, North
Carolina, 28025-0228 and the name of its registered agent at such address is
Robert O. Bratton.
ARTICLE 7: The board of directors of the Corporation shall be and is
divided into three classes, Class I, Class II and Class III, which shall be as
nearly equal in number as possible. Each director shall serve for a term ending
on the date of the third annual meeting of shareholders following the annual
meeting at which the director was elected.
ARTICLE 8: The Corporation shall not consolidate with, or merge with or
into, any other corporation or convey to any corporation or other person or
otherwise dispose of all or substantially all the assets or dispose of by any
means all or substantially all of the stock or assets of any major subsidiary of
the Corporation unless such consolidation, merger, conveyance or disposition is
approved (a) by the affirmative vote of not less than seventy-five percent (75%)
of the aggregate voting power of the outstanding stock entitled to vote thereon,
and (b) by the affirmative vote of not less than seventy-five percent (75%) of
the aggregate voting power of the outstanding stock entitled to vote thereon,
which shall include the affirmative vote of at least fifty percent (50%) of the
voting power of the outstanding stock of shareholders entitled to vote thereon
other than controlling shareholders, (i) if the shareholder entitled to vote
thereon is a person who, including affiliates of such person, is the beneficial
owner (as the terms are defined in the Securities Exchange Act of 1934 and in
the rules thereunder) of more than twenty percent (20%) of the voting power of
the Corporation (a "controlling shareholder"), provided that shares held, voted
or otherwise controlled by a person as a trustee, plan administrator, officer of
the Corporation or otherwise pursuant to an employee benefit plan of the
Corporation or of an affiliate of the Corporation shall not be deemed to be
beneficially owned by any person for the purpose of determining whether a person
is a controlling shareholder, and (ii) if, prior to the acquisition of twenty
percent (20%) of the voting power of the Corporation by a shareholder, the Board
of Directors of the Corporation had not unanimously approved such consolidation,
merger, conveyance or disposition. If there is a controlling shareholder, this
Article 8 can be amended only by the affirmative vote of the voting power of the
Corporation then required to approve a consolidation, merger, conveyance or
disposition under this Article 8.
ARTICLE 9: The vote of three-quarters of the number of directors fixed
in the manner provided in the Bylaws of the Corporation shall be required for
the approval of a plan of merger or plan of consolidation or similar plan of the
Corporation with any other corporation(s) or entity(ies) in which the
Corporation is the acquired corporation or for adopting a resolution
recommending a sale, lease or exchange of all or substantially all the property
of the Corporation. The Board of Directors of the Corporation, when evaluating
any offer of another party to (a) make a tender or exchange offer for any equity
security of the Corporation, (b) merge or consolidate the Corporation with
another corporation, or
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(c) purchase or otherwise acquire all or substantially all of the properties and
assets of the Corporation, shall, in connection with the exercise of its
judgment in determining what is in the best interests of the Corporation and its
shareholders, give due consideration to all relevant factors, including without
limitation, the social and economic effects on the employees, customers and
other constituents of the Corporation and its subsidiaries and on the
communities in which the Corporation and its subsidiaries operate or are
located. The provisions of this Article 9 may be amended only by the affirmative
vote of the voting power of the Corporation as would be required at the time of
such amendment to amend Article 8 hereof.
ARTICLE 10: To the fullest extent permitted by the North Carolina
Business Corporation Act, as the same exists or may hereafter be amended, a
director of the Corporation shall not be personally liable to the Corporation,
its shareholders or otherwise for monetary damage for breach of his or her duty
as a director. Any repeal or modification of this Article 10 shall be
prospective only and shall not adversely affect any limitation on the personal
liability of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLES OF AMENDMENT
OF
FIRST CHARTER CORPORATION
Pursuant to the provisions of Section 55-10-06 of the North Carolina
Business Corporation Act, First Charter Corporation ("First Charter") hereby
executes the following Articles of Amendment:
1. The name of the corporation is "First Charter Corporation."
2. The proposed amendment to the Amended and Restated Articles of
Incorporation of First Charter would delete the existing Article 4 and replace
it with a new Article 4. The text of the amendment to be adopted is as follows:
"ARTICLE 4 - The aggregate number of shares the Corporation is
authorized to issue is fifty million (50,000,000) shares of Common Stock,
without par value."
3. The proposed amendment to the Amended and Restated Articles of
Incorporation of First Charter was adopted September 29, 1998.
4. First Charter's stockholders approved the proposed amendment at a
special meeting of the stockholders September 29, 1998, as required by the North
Carolina Business Corporation Act.
(signature page follows)
IN WITNESS WHEREOF, the undersigned has caused these Articles of
Amendment to be executed in its name by a duly authorized officer as of the 12th
day of November, 1998.
FIRST CHARTER CORPORATION
By: /s/ David E. Keul
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David E. Keul
Assistant Secretary