EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
SYNOVUS FINANCIAL CORP., AS AMENDED
1.
The name of the corporation is Synovus Financial Corp.
2.
The corporation shall have perpetual duration.
3.
The object of the corporation is pecuniary gain, and the general nature of
the business to be transacted is:
(a) To purchase or otherwise acquire and to own and hold, to the extent
permitted by State and Federal law, the capital stock of any one or more banks,
trust companies and/or banking corporations now existing or henceforth
organized, and to exercise and enjoy any and all lawful rights, powers,
privileges and other incidents of ownership with respect to all such stock;
(b) To engage directly or indirectly in any lawful businesses, enterprises,
ventures and other activities as the Board of Directors of the corporation may
from time to time deem to be profitable or advantageous to the corporation but
not incompatible with the foregoing, including but not limited to bank-related
activities such as investment and financial counseling, management consulting
and services, bookkeeping, computer and data processing services, rental of
personal property and equipment, fiduciary and custodian services, brokerage of
loans and insurance, real estate development and management, and securities
investment, -- whether acting directly in its own behalf, in partnership or
other relationship with others, through subsidiary or affiliated corporations,
as agent or broker for others, or otherwise;
(c) To purchase, subscribe for or otherwise acquire and own, hold, use,
sell, assign, transfer, mortgage, pledge, exchange, create security interest in,
or otherwise dispose of and generally deal in real and personal property of
every kind and description, including good will, trade names, rights and
franchises, and including shares of stock, certificates or other interests in
voting trusts for shares of stock, or any bonds, debentures, notes, evidences of
indebtedness, and other securities, contracts or obligations of any banking or
other securities, contracts or obligations of any banking or other corporation
or association organized under the laws of the State of Georgia or the United
States of America or any other state or district or county, nation or
government, and to pay therefor in whole or in part in cash or by exchanging
therefor stocks, bonds, or other evidences of indebtedness or securities of this
or any other corporation; and while the owner or holder of any such real or
personal property, stocks, bonds, debentures, notes, evidences of indebtedness
or other
securities, contracts or obligations, to receive, collect and dispose of the
interest, dividends and income arising therefrom, and to possess and exercise in
respect thereof, all of the rights, powers and privileges of ownership,
including all voting powers on any stocks, voting trust certificates, or other
securities so owned; and in connection with any acquisition, disposition, pledge
or other act of ownership with regard to any such stocks, securities or other
property, whether tangible or intangible, to assume or guarantee performance of
any liabilities, obligations or contracts of any persons, firms, corporations or
associations;
(d) To organize or promote or facilitate the organization of, and
participate in the operation of, any corporation, association, partnership,
syndicate or other entity formed for the purpose of transacting, promoting or
carrying on any lawful business;
(e) To merge, consolidate, dissolve, wind up or liquidate any corporation,
association or other entity which this corporation may organize, purchase or
otherwise acquire or have an interest in, or to cause the same to be merged,
consolidated, dissolved, wound up or liquidated;
(f) To aid, either by loans or by guaranty of securities or in any other
manner, any corporation, association, business, enterprise, venture, or voting
trust, domestic or foreign, any shares of stock in which or any bonds,
debentures, notes, securities, evidences of indebtedness, contracts or
obligations of which are held by this corporation, directly or indirectly, or in
which, or in the welfare of which, this corporation shall have any interest, and
to do any acts designed to protect, preserve, improve or enhance the value of
any property at any time held or controlled by it or in which it may at any time
be interested, directly or indirectly, through other corporations or otherwise;
(g) To make equity and debt investments in corporations or projects
designed primarily to promote community welfare, such as economic rehabilitation
and development of depressed or blighted areas;
(h) To do all things necessary, suitable or proper for the accomplishment
of any such purpose or objective of the corporation aforesaid; and,
(i) The corporation shall have all of the powers and shall enjoy all of the
rights, privileges and immunities as provided under the Georgia Business
Corporation Code.
4.
The maximum number of shares of capital stock that the corporation shall be
authorized to have outstanding at any time shall be 600,000,000 shares. The sole
class of capital stock of the corporation shall be common stock of the par value
of $1.00 per share. The corporation may acquire its own shares and shares so
acquired shall become treasury shares.
The common stock of the corporation shall have the following voting rights:
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(a) Except as otherwise provided in paragraph (b) below, every holder of
record of the common stock shall be entitled to one (1) vote in person or by
proxy on each matter submitted to a vote at a meeting of shareholders for each
share of the common stock held of record by such holder as of the record date of
such meeting.
(b) Notwithstanding paragraph (a) above, every holder of record of a share
of the common stock meeting any one of the following criteria, shall be entitled
to ten (10) votes in person or by proxy on each matter submitted to a vote at a
meeting of shareholders for each share of the common stock held of record by
such holder as of the record date of such meeting which:
(1) has had the same beneficial owner since April 24, 1986; or
(2) has had the same beneficial owner for a continuous period of greater
than 48 months prior to the record date of such meeting; or
(3) is held by the same beneficial owner to whom it was issued by the
corporation in or as a part of an acquisition of a banking or non-banking
company by the corporation where the resolutions adopted by the corporation's
Board of Directors approving said acquisition specifically reference and grant
such rights; or
(4) is held by the same beneficial owner to whom it was issued by the
corporation, or to whom it transferred by the corporation from treasury shares
held by the corporation, and the resolutions adopted by the corporation's Board
of Directors approving such issuance and/or transfer specifically reference and
grant such rights; or
(5) was acquired under any employee, officer and/or director benefit plan
maintained for one or more employees, officers and/or directors of the
corporation, and/or its subsidiaries, and is held by the same beneficial owner
for whom it was acquired under the terms and provisions of such plan; or
(6) was acquired by reason of participation in a dividend reinvestment plan
approved by the corporation and is held by the same beneficial owner for whom it
was acquired under the terms and provisions of such plan; or
(7) is owned by a holder who, in addition to shares which are beneficially
owned under the provisions of paragraph (b) (1) - (6) above, is the beneficial
owner of less than 100,000 shares of common stock of the corporation, with such
amount to be appropriately adjusted to properly reflect any change in the shares
of common stock of the corporation by means of a stock split, a stock dividend,
a recapitalization or otherwise occurring after April 24, 1986.
(c) For purposes of paragraphs (b) above and (e) below:
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(1) any transferee of shares of the common stock receiving such stock:
(i) by gift; or
(ii) by bequest, devise or otherwise through the law of
inheritance, descent and distribution from a decedent's estate;
or
(iii) by distribution from a trust holding such stock for the
benefit or such transferee; or
(2) any corporate transferee receiving such common stock solely in
exchange for the capital stock of such corporate transferee prior to
December 31, 1986, provided that the transferor(s) of such common
stock and their respective donees, legatees and devises own all of the
issued and outstanding shares of capital stock of such corporate
transferee; shall be deemed in each case to be the same beneficial
owner as the transferor.
Any transfer of any share of the capital stock of a corporate transferee
described in subparagraph c (2) above, other than by means described in
subparagraph (c)(1) above shall disqualify all shares of the common stock held
by such corporate transferee from the operation of this paragraph c.
(d) for purposes of paragraph (b) above, shares of the common stock
acquired pursuant to a stock options shall be deemed to have been acquired on
the date the option was granted, and any shares of common stock acquired by the
beneficial owner as a direct result of a stock split, stock dividend or other
type of distribution of shares with respect to existing shares ("Dividend
Shares") will be deemed to have been acquired and held continuously from the
date on which the shares with regard to which the Dividend Shares were issued
were acquired.
(e) For purposes of paragraph (b) above, any share of the common stock held
in "street" or "nominee" name shall be presumed to have been acquired by the
beneficial owner subsequent to April 24, 1986 and to have had the same
beneficial owner for a continuous period of less than 48 months prior to the
record date of the meeting in question. This presumption shall be rebuttable by
presentation to the corporation's Board of Directors by such beneficial owner of
evidence satisfactory to the corporation's Board of Directors that such share
has had the same beneficial owner continuously since April 24, 1986 or such
share has had the same beneficial owner for a period greater than 48 months
prior to the record date of the meeting in question.
(f) For purposes of this section, a beneficial owner of a share of common
stock is defined to include a person or group of persons who, directly or
indirectly, through any contract, arrangement, undertaking, relationship or
otherwise has or shares (1) voting power, which includes the power to vote, or
to direct the voting of such share of common
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stock, (2) investment power, which includes the power to direct the sale or
other disposition of such common stock, (3) the right to receive, retain or
direct the distribution of the proceeds of any sale or other disposition of such
share of common stock, or (4) the right to receive or direct the disposition of
any distributions, including cash dividends, in respect of such share of common
stock. For purposes of paragraphs (a) through (e) above, all determinations
concerning beneficial ownership, changes therein, or the absence of any such
change, shall be made by the corporation's Board of Directors. Written
procedures designed to facilitate such determinations shall be established by
the corporation's board of Directors and refined from time to time. Such
procedures shall provide, among other things, the manner of proof of facts that
will be accepted and the frequency with which such proof may be required to be
renewed. The corporation's Board of Directors shall be entitled to rely on all
information concerning beneficial ownership of the common stock coming to its
attention from any source and in any manner reasonably deemed by it to be
reliable, but the corporation shall not be charged with any other knowledge
concerning the beneficial ownership of the common stock.
Any disputes arising concerning beneficial ownership, changes therein, or
the absence of any such changes, pursuant to this paragraph (f), shall be
definitively resolved by a determination of the corporation's Board of Directors
made in good faith.
5.
No shareholder of the corporation shall have any pre-emptive right to
purchase, subscribe for or otherwise acquire any shares of stock of any class of
the corporation, or any series of any class, or any options, rights or warrants
to purchase shares of any class, or any series of any class, or any other
securities of the corporation convertible into or carrying an option to purchase
shares of any class, or any series of any class, whether now or hereafter
authorized, and the Board of Directors of the corporation may authorize the
issuance of shares of stock of any class, and series of the same class, or
options, rights, or warrants to purchase shares of any class, or any series of
any class, or any securities convertible into or carrying an option to purchase
shares of any class, or any series of any class, without offering such issue of
shares, options, rights, warrants or other securities, either in whole or in
part, to the shareholders of the corporation.
6.
The Board of Directors of the corporation may authorize the issuance of
bonds, debentures and other evidences of indebtedness of the corporation and may
fix all the terms thereof, including, without limitation, the convertibility
thereof into shares of stock of the corporation of any class, or any series of
the same class.
7.
The initial registered office of the corporation shall be 1148 Broadway,
Columbus, Georgia 31901, and the initial registered agent of the corporation at
said address shall be James H. Blanchard.
8.
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The initial Board of Directors of the corporation shall consist of eight
members, whose names and addresses are as follows:
Name Address
---- -------
James H. Blanchard 231 Mountainview Drive
Columbus, Georgia
C. W. Curry 2814 Techwood Drive
Columbus, Georgia
Marvin C. Terry 1802 Overlook Drive
Columbus, Georgia
G. Gunby Jordan 666 Barschall Drive
Columbus, Georgia
George C. Woodruff, Jr. 6201 Waterford Road
Columbus, Georgia
William B. Turner 3132 Hilton Avenue
Columbus, Georgia
Richard H. Bickerstaff 2425 Averett Drive
Columbus, Georgia
Edwin W. Rothschild 2422 Craigston Drive
Columbus, Georgia
9.
The name and address of the incorporator is J. Quentin Davidson, Jr., 1043
Third Avenue, Columbus, Georgia.
10.
Each member of the Board of Directors of the corporation shall be elected
at the annual meeting of shareholders and shall hold office for a term of one
year and until his or her successor is duly elected and qualified or until his
or her earlier retirement, resignation, removal or death.
11.
The shareholder vote required to: (i) approve: (a) any merger or
consolidation of the corporation with or into any other corporation; or (b) the
sale, lease, exchange or other disposition of all, or substantially all, of the
assets of the corporation to or with any other corporation, person or entity,
with respect to which the approval of the corporation's shareholders is required
by the provisions of the corporate laws of the State of Georgia; (ii)
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fix, from time to time, the number of members of the Board of Directors of the
corporation; (iii) remove a member of the Board of Directors of the corporation;
(iv) call a special meeting of the shareholders of the corporation; (v) alter,
delete rescind or amend any provision of the corporation's bylaws, as amended;
and (vi) alter, delete, rescind or amend any provision of the corporation's
Articles of Incorporation, as amended, shall be the affirmative vote by the
holders of shares representing at least 66 2/3% of the votes entitled to be cast
by the holders of all of the issued and outstanding common stock of the
corporation.
12.
Any action required by law or permitted to be taken at any shareholders'
meeting may be taken without a meeting if, and only if, written consent, setting
forth the action so taken, shall be signed by all of the shareholders of record
of common stock of the corporation entitled to vote with respect to the subject
matter thereof. Such consent shall have the same force and effect as a unanimous
vote of the shareholders and shall be filed with the Secretary and recorded in
the Minute Book of the corporation.
13.
(a) The Board of Directors of the corporation may, if it deems it
advisable, oppose a tender or other offer for the corporation's securities,
whether the offer is in cash or in the securities of a corporation or otherwise.
When considering whether to oppose an offer, the Board of Directors may, but is
not legally obligated to, consider any pertinent issues; by way of illustration,
but not of limitation, the Board of Directors may, but shall not be legally
obligated to, consider all or any of the following:
(i) whether the offer price is acceptable based on the historical
and present operating results or financial condition of the
corporation;
(ii) whether a more favorable price could be obtained for the
corporation's securities in the future;
(iii) the impact which an acquisition of the corporation would
have on the employees, depositors and customers of the corporation and
its subsidiaries and the communities which they serve;
(iv) the reputation and business practices of the offeror and its
management and affiliates as they would affect the employees,
depositors and customers of the corporation and its subsidiaries and
the future value for the corporation's stock;
(v) the value for the securities, if any, that the offeror is
offering in exchange for the corporation's securities, based on an
analysis of the worth of the corporation as compared to the
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offeror or any other entity whose securities are being offered; and
(vi) any antitrust or other legal or regulatory issues that are
raised by the offer.
(b) If the Board of Directors determines that an offer should be rejected,
it may take any lawful action to accomplish its purpose including, but not
limited to, any or all of the following: (i) advising shareholders not to accept
the offer; (ii) litigation against the offeror; (iii) filing complaints with
governmental and regulatory authorities; (iv) acquiring the corporation's
securities; (v) selling or otherwise issuing authorized but unissued securities
of the corporation or treasury stock or granting options or rights with respect
thereto; (vi) acquiring a company to create an antitrust or other regulatory
problem for the offeror; and (vii) soliciting a more favorable offer from
another individual or entity.
14.
No director shall be personally liable to the corporation or its
shareholders for monetary damages for any breach of duty of care or other duty.
Notwithstanding the foregoing, a director shall be liable to the extent provided
by applicable law: (i) for the appropriation in violation of his duties of any
business opportunity of the corporation; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) for any action for which the director could be found liable pursuant to
Section 14-2-154 of the Official Code of Georgia Annotated, or any amendment
thereto or successor provision thereto; or (iv) for any transaction from which
the director derived an improper personal benefit. This provision shall not
eliminate or limit the liability of a director for any act or omission occurring
prior to July 1, 1987. No amendment to or repeal of this provision shall apply
to or have any effect on the liability or alleged liability of any director of
the corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.
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