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EXHIBIT 3.1
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 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.
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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 (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.
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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)
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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
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