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EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SEACOAST BANKING CORPORATION OF FLORIDA
ARTICLE I
NAME
The name of the corporation shall be: SEACOAST BANKING CORPORATION OF
FLORIDA.
ARTICLE II
TERM OF EXISTENCE
This corporation is to exist perpetually.
ARTICLE III
NATURE OF BUSINESS
The general nature of the business or businesses to be transacted under
this Certificate of Incorporation shall be:
To engage in any activity or business permitted under the laws of the
United States and of the state of Florida and to carry out said purposes in any
state, territory, district, or possession of the United States, or in any
foreign country, to the extent that these purposes are not forbidden by the law
of the state, territory, district, or possession of the United states, or by the
foreign country.
ARTICLE IV
AUTHORIZED SHARES
A. The corporation shall have the authority to issue Common Stock in
two (2) classes to be known as Class A Common Stock and Class B common stock.
Except as otherwise required by law or by these Articles, Class A Common Stock
and Class B Common Stock shall vote together as a single class.
B. The corporation shall have the authority to issue an aggregate of
ten million (10,000,000) shares of Class A Common Stock with a par value of ten
cents ($.10) per share. Class A Common Stock shall have one (1) vote per share
for all purposes.
C. The corporation shall have the authority to issue an aggregate of
eight hundred ten thousand (810,000) shares of Class B Common Stock with a par
value of ten cents ($.10) per share. Class B Common Stock shall have ten (10)
votes per share for all purposes.
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D. No cash dividend may be declared or paid or paid on shares of Class
B Common Stock unless, simultaneously therewith or prior thereto, there is or
has been declared or paid (as the case may be) a cash dividend on the shares of
Class A Common stock of at least 110% of the cash dividend on the shares of
Class B Common Stock. A dividend payable in shares of Class A Common Stock to
holders of Class A Common Stock shall also be payable to the holders of shares
of Class B Common stock at the same time and on the same basis that such
dividend is payable to the holders of Class A Common Stock.
E. In any liquidation or dissolution of the corporation, the holders of
the Class A Common Stock shall be entitled to receive, out of the assets
available for distribution to holders of Common Stock, an amount equal to $2.50
per share before any amount shall be paid to holders of the Class B Common
Stock. After such preference amount has been paid to the holders of the Class A
common stock, the holders of the Class B Common Stock shall then be entitled to
next receive, out of the assets available for distribution to the holders of
Class A Common Stock a like amount per share. Thereafter holders of Class A
Common Stock and Class B Common Stock shall be entitled to participate, pro rata
in accordance with the number of shares owned by them, in the distribution of
the corporation's remaining assets.
F. Each share of Class B Common Stock of the corporation shall have an
unlimited right of conversion to one share of Class A Common Stock; provided,
however, that such right of conversion shall not be available to the Class B
Common Stock subsequent to the approval of a liquidation of dissolution of the
corporation by the stockholders.
G. All shares of Stock heretofore issued by the corporation to DENNIS
S. HUDSON, JR., as Incorporator, shall be exchanged on a one-to-one basis for
Class A Common Stock.
H. The corporation shall have authority to be exercised by the Board of
Directors to issue not more than 1,000,000 shares of preferred Stock of $1.00
par value (the "Preferred Stock"). Shares of the Preferred Stock shall be
designated as the Board of Directors may determine and may be issued in series
by the Board of Directors as hereinafter provided.
The Preferred Stock may be divided into and issued from time to time in
one or more series. All shares of the Preferred Stock shall be of equal rank and
shall be identical, except with respect to the particulars that may be fixed by
the Board of Directors as hereinafter provided pursuant to authority that is
hereby expressly vested in the Board of Directors; provided however, that each
share of a given series of the Preferred Stock shall be identical in all
respects with the other shares of such series. Before any shares of the
Preferred Stock of any particular series shall be issued, the Board of Directors
shall fix and determine, in the manner provided by law, the following
particulars with respect to the shares of such series:
(i) the distinctive designation of such series and the number of
shares that shall constitute such series, which number may be increased (except
where otherwise provided by the Board of Directors in creating such series) or
decreased (but not below the number of shares of such series then issued) from
time to time by the Board of Directors by resolution;
(ii) the dividend or rate of dividend payable with respect to
shares of such series, the time of payment of any dividend, whether dividends
shall be cumulative and, if so, the conditions under which and the date from
which dividends shall be accumulated;
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(iii) the redemption provisions applicable to the shares of such
series, if any, and, if applicable, the time or times when, the price or prices
at which, and the other terms and conditions under which the shares of such
series shall be redeemable;
(iv) the amount payable on shares of such series in the event of
any voluntary or involuntary dissolution, liquidation or winding up of the
affairs of the corporation, which shall not be deemed to include the merger of
consolidation of the corporation or a sale, lease, or conveyance of all or part
of the assets of the corporation;
(v) the purchase, retirement or sinking fund provisions, if any,
for the redemption or purchase of shares of such series;
(vi) the rights, if any, of the holders of shares of such series to
convert such shares into or exchange such shares for shares of the Common Stock
or shares of any other series of the Preferred Stock and the terms and
conditions of such conversion or exchange; and
(vii) the voting rights of the shares of such series or the absence
thereof and the extent of such voting rights, if any.
ARTICLE V
REGISTERED AGENT
The corporation's initial registered office and initial registered
agent at that address shall be:
DENNIS S. HUDSON, III 815 Colorado Avenue
Stuart, Florida 34994
ARTICLE VI
INITIAL BOARD OF DIRECTORS
The Initial Board of Directors shall Consist of fourteen (14) members,
who need not be residents of the State of Florida.
ARTICLE VII
NAMES AND ADDRESSES OF INITIAL DIRECTORS
The names and addresses of the persons who shall serve as Directors
until the first annual meeting of shareholders, or until their successors shall
have been elected and qualified, are as follows:
JEFFREY C. BRUNER 124 SE Wells Drive
Stuart, FL 34996
JOHN R. CASAR 4510 SW Thistle Terrace
Palm City, FL 34990
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BERNARD COKER 2929 SE Ocean Boulevard
Building 141, Apt. 5
Stuart, FL 34996
JOHN H. CRANE P.O. Box 356
Port Salerno, FL. 34992
EVANS CRARY, JR. P.O. Drawer 24
Stuart, FL 34995
ARCHIE A. HENDRY, III P.O. Box 3078
Stuart, FL 34995
DENNIS S. HUDSON, JR. P.O. Box 9012
Stuart, FL 34995
DALE M. HUDSON P.O. Box 9012
Stuart, FL 34995
MYRON T. LUCE 4324 Centerboard Lane
Stuart, FL 34995
CHARLES P. MCLEOD P.O. Box 9012
Stuart, FL 34995
ROLAND MERRELL 1212 Riverside Drive
Stuart, FL 34996
JOHN R. SANTARSIERO, JR. 5620 Winged Foot Drive
Stuart, FL 34997
FREDERICK P. STEIN 1100 NE St. Lucie Terrace
Jensen Beach, FL 34957
THOMAS H. THURLOW, JR. P.0. Box 106
Stuart, FL 34996
ARTICLE VIII
INCORPORATOR
The names and address of the initial incorporator is as follows:
DENNIS S. HUDSON, JR. P.O. Box 9012
Stuart, FL 34995
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ARTICLE IX
AMENDMENT OF ARTICLES OF INCORPORATION
The Articles of Incorporation of this corporation may be amended as
provided by law; provided, however, that the affirmative vote of the holders of
two-thirds (2/3rds) of all of the shares of Class A Common Stock outstanding and
entitled to vote, voting as a separate class, and the affirmative vote of the
holders of shares with two-thirds (2/3rds) of all the votes entitled to be cast
by all shares of Common Stock of the corporation outstanding, voting together as
a single class, shall be required to approve any change of Article XI of theme
Articles of Incorporation.
ARTICLE X
BYLAWS
The Bylaws of the corporation shall be made, altered or rescinded by a
two-thirds (2/3rds) majority vote of the Directors of the Corporation.
ARTICLE XI
MERGER, CONSOLIDATION OR BUSINESS COMBINATION
The affirmative vote of the holders of two-thirds (66 2/3%) of all
the shares of Class A Common Stock outstanding and entitled to vote, voting as a
separate class, and the affirmative vote of the holders of shares with
two-thirds (66 2/3%) of all the votes entitled to be cast by all shares of
Common Stock of all classes outstanding, voting together as a single class,
shall be required to approve any of the following:
(a) any merger or consolidation of this corporation with or
into any other corporation;
(b) any share exchange in which a corporation, person, or
entity acquires the issued or outstanding shares of stock of this
corporation pursuant to a vote of stockholders;
(c) any sale, lease, exchange or other transfer of all, or
substantially all, of the assets of this corporation or any significant
subsidiary of this corporation to any other corporation, person or
entity; or
(d) any transaction similar to, or having a similar effect on,
any of the foregoing transactions.
Such affirmative votes shall apply and be required whether or not a
vote of the stockholders otherwise would be required by law or the rules of any
securities exchange or market (collectively, an "SRO") on which this corporation
has shares of its capital stock listed or traded and notwithstanding that a
lesser vote of stockholders might otherwise be required by law or SRO; provided,
however no such affirmative votes shall be required where this corporation is
issuing shares of its capital stock or paying cash or other consideration to
acquire, directly or indirectly, another corporation, person or entity.
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