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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
THE PEOPLES HOLDING COMPANY
We, the undersigned natural persons of the age of twenty-one years or
more, acting as incorporators of a corporation under the Mississippi Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation:
FIRST: The name of the corporation is The Peoples Holding Company.
SECOND: The period of its duration is ninety-nine (99) years.
THIRD: The specific purpose or purposes for which the corporation is
organized stated in general terms are:
To exercise all powers of a bank holding company registered with the
Board of Governors of the Federal Reserve System under the Bank Holding
Company Act of 1956, as amended, and to engage in all banking and
non-banking activities allowed for a bank holding company under state
and federal law.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is six hundred thousand (600,000) shares of common stock, all
of one class, having a par value of Ten Dollars ($10.00) each.
FIFTH: The corporation will not commence business until consideration
of the value of at least One Thousand Dollars ($1,000.00) has been received for
the issuance of shares.
SIXTH: Provisions granting to shareholders the preemptive right to
acquire additional or treasury shares of the corporation are: None.
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SEVENTH: The capital stock of the corporation may be issued for valid
corporate purposes upon authorization by the Board of Directors of the
corporation without prior stockholder approval.
EIGHTH: The street and post office address of its initial registered
office is P. O. Box 709, 209 Troy Street, Tupelo, Mississippi 38801, and the
name of its initial registered agent at such address is E. C. Neelly, III.
NINTH: The number of directors constituting the initial Board of
Directors of the corporation is seventeen (17), and the names and street and
post office addresses of the persons who are to serve as directors until the
first annual meeting of shareholders or until their successors are elected and
qualify are:
Name Street and Post Office Address
- ---- ------------------------------
George F. Adams 520 West Jackson Street
Tupelo, Mississippi 38801
John A. Barron 1344 Mapleview Drive
West Point, Mississippi 38821
Edward C. Bourland 806 McAlpine Drive
Amory, Mississippi 38821
W. L. Dunlap 518 Magnolia
Tupelo, Mississippi 38801
John L. Evans Route 4
Fulton, Mississippi 38843
Robert C. Leake 715 Hillshire Drive
Tupelo, Mississippi 38801
W. P. Mitchell 2405 Parkway Drive
Tupelo, Mississippi 38801
E. C. Neelly, III 2406 Country Club
Tupelo, Mississippi 38801
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Theron S. Pounds 101 Foster Park
Booneville, Mississippi 38829
David P. Searcy Route 6, Ruffwood #16
Tupelo, Mississippi 38801
John W. Smith 19 Quail Creek Road
Tupelo, Mississippi 38801
Jimmy S. Threldkeld 35 Debeau
Tupelo, Mississippi 38801
Leonard W. Walden Route 5
Booneville, Mississippi 38829
J. Heywood Washburn 711 Hillshire
Tupelo, Mississippi 38801
Robert H. Weaver 1509 Douglass Drive
Jackson, Mississippi 39211
John B. Wright 10th Avenue North
Amory, Mississippi 38821
J. Larry Young Route 6, Box 216
Pontotoc, Mississippi 38863
TENTH: The name and street and post office address of each incorporator
is:
Name Street and Post Office Address
- ---- ------------------------------
E. C. Neelly, III 2406 Country Club
Tupelo, Mississippi 38801
John W. Smith 19 Quail Creek Road
Tupelo, Mississippi 38801
Dated November 9, 1982.
/s/
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/s/
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Incorporators
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ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
THE PEOPLES HOLDING COMPANY
Pursuant to Section 79-3-117, Mississippi Code of 1972 Annotated, The
Peoples Holding Company adopts the following amendments to its articles of
incorporation:
ONE: The name of the corporation is The Peoples Holding Company.
TWO: The following amendments of the articles of incorporation were
adopted by the stockholders of the corporation on the 8th day of April, 1986, in
the manner prescribed by the laws of the State of Mississippi, and the articles
of incorporation of The Peoples Holding Company:
(1) RESOLVED, that Article Fourth of the articles of incorporation of
The Peoples Holding Company be amended to read as follows:
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is One Million Two Hundred Thousand (1,200,000)
shares of common stock, all of one class, having a par value of Five
Dollars ($5.00) each.
Upon the effective date of this amendment each of the 290,250 issued
and outstanding shares of common stock of the corporation will, without
any action on the part of the holder thereof, become and be converted
into a share of common stock of a par value of Five Dollars ($5.00) per
share; and a "sticker" or "stickers" will be mailed to each shareholder
to be attached to each certificate held by a shareholder indicating the
reduction of par value from $10.00 to $5.00 per share. The corporation
will at the same time also issue and deliver to each shareholder one
additional share of common stock of a par value of $5.00 per share for
each share of common stock already held by each shareholder.
(2) RESOLVED, that Article Ninth of the articles of incorporation of
The Peoples Holding Company be amended by adding thereto the following:
The number of directors of the corporation for each ensuing year shall
be fixed by resolution adopted by the affirmative vote of a majority of
the entire Board of
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Directors of the corporation, except that the minimum number of
directors shall be fixed at not less than (7) and the maximum number of
directors shall be fixed at not more than twenty (20). The directors
shall be divided into three (3) classes, designated Class 1, Class 2
and Class 3. Each class shall consist, as nearly as possible, of
one-third of the total number of directors constituting the entire
Board of Directors. At the 1986 meeting of stockholders, Class 1
directors shall be elected for a one-year term, Class 2 directors for a
two-year term and Class 3 directors for a three-year term. At each
succeeding annual meeting of stockholders thereafter, successors of the
class of directors whose term expires at that annual meeting shall be
elected for a three-year term. All directors elected shall be subject
to any maximum age eligibility requirements established by the bylaws
of the corporation. If the number of directors is changed, any increase
or decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as possible.
Notwithstanding anything contained in this certificate of incorporation
to the contrary, the affirmative vote of the holders of at least eighty
percent (80%) of the voting power of all of the shares of the
corporation entitled to vote generally in the election of directors
shall be required to alter, amend, repeal or to adopt any provision
inconsistent with the purpose and intent of this Article Ninth.
(3) RESOLVED, that the articles of incorporation of The Peoples Holding
Company be amended by adding Article Eleventh to read as follows:
The affirmative vote of the holders of not less than 80% of the
outstanding shares of all voting stock of the corporation and the
affirmative vote of the holders of not less than 67% of the outstanding
shares of voting stock held by stockholders other than a Controlling
Party, as defined below, shall be required for the approval or
authorization of any merger, consolidation, approval or authorization
of any merger, consolidation, sale, exchange or lease of all or
substantially all of the assets of the corporation (for purposes of
this provision, "substantially all of the assets", shall mean assets
having a fair market value or book value, whichever is greater, of 25
percent or more of the total assets as reflected on a balance sheet of
the corporation as of a date no earlier than 45 days prior to any
acquisition of such assets) if such transaction involves any
shareholder owning or controlling 20 percent or more of the
corporation's voting stock at the time of the proposed transaction
("Controlling Party"); provided, however, that these voting
requirements shall not be applicable in such transactions in which: (a)
the cash or fair market value of the property, securities or other
consideration to be received (which includes common stock of this
corporation retained by its existing shareholders in such a transaction
in which the corporation is the surviving entity) per share by holders
of common stock of the corporation of such transaction is not less than
the highest per share price (with appropriate adjustments for
recapitalizations, stock splits, stock dividends and distributions)
paid by the Controlling Party in the acquisition of any of its holdings
of the corporation's common stock in the three years preceding the
announcement of the proposed
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transaction or (b) the transaction is approved by a majority of the
entire board of directors.
The requirements of this Article Eleventh are in addition to, and
separate from any consent or approval that may be required by any
applicable law to authorize any merger, consolidation, or sale,
exchange or lease of all or substantially all of the assets of the
corporation.
The affirmative vote of not less than eighty percent (80%) of the
outstanding voting stock is required to amend or repeal this Article
Eleventh.
THREE: The number of shares of stock of the corporation outstanding at
the time of such adoption was two hundred ninety thousand two hundred fifty
(290,250) shares of common stock, all of one class, and the number of shares
entitled to vote thereon was two hundred ninety thousand two hundred fifty
(290,250).
FOUR: (1) The number of shares voting for said amendment (1) above was
229,111, and the number of shares voting against such amendment was 3,707.
(2) The number of shares voting for said amendment (2) above was
230,014, and the number of shares voting against such amendment was 2,490.
(3) The number of shares voting for said amendment (3) above was
231,444, and the number of shares voting against such amendment was 1,300
EXECUTED by the undersigned President and Secretary of the corporation,
in duplicate originals, at Tupelo, Mississippi, on this the 8th day of April,
1986.
THE PEOPLES HOLDING COMPANY
By: /s/
----------------------------------------
President
ATTEST:
/s/
- -------------------------------
Secretary
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AMENDMENT TO
ARTICLES OF INCORPORATION
OF
THE PEOPLES HOLDING COMPANY
Pursuant to Section 79-3-117, Mississippi Code of 1972 Annotated, The
Peoples Holding Company adopts the following amendments to its articles of
incorporation:
ONE: The name of the corporation is The Peoples Holding Company.
TWO: The following amendment of the articles of incorporation was
adopted by the stockholders of the corporation on the 12th day of March, 1987,
in the manner prescribed by the laws of the State of Mississippi and the
articles of incorporation of The Peoples Holding Company:
RESOLVED, that Articles Fourth of the articles of incorporation of The
Peoples Holding Company be amended to read as follows:
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is Four Million Two Hundred Thousand (4,200,000)
shares of common stock, all of one class, having a par value of Five
Dollars ($5.00) each.
RESOLVED FURTHER that a stock dividend of two hundred percent (200%) be
declared upon all issued and outstanding shares of common stock and
that this be accomplished by the issuance of One Million Three Hundred
Fifty-four Thousand One Hundred Sixty-two (1,354,162) shares of common
stock of a par value of Five dollars ($5.00) each by issuing and
delivering to each shareholder two (2) additional shares of common
stock of a par value of Five Dollars ($5.00) per share for each share
of common stock already held by each such shareholder of record as of
the effective date of this amendment.
RESOLVED FURTHER that the funds for the additional capital required for
such stock dividend be derived by transferring from surplus to capital
stock the sum of Six Million Seven Hundred Seventy Thousand Eight
Hundred Ten Dollars ($6,770,810.00).
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THREE: The number of shares of stock of the corporation outstanding at
the time of such adoption was six hundred seventy-seven thousand eighty-one
(677,081) shares of common stock, all of one class, and the number of shares
entitled to vote thereon was six hundred seventy-seven thousand eighty-one
(677,081).
FOUR: The number of shares voting for said amendment was 538,021, and
the number of shares voting against such amendment was 5,020.
EXECUTED by the undersigned President and Secretary of the corporation,
in duplicate originals, at Tupelo, Mississippi, on this, the 12th day of March,
1987.
THE PEOPLES HOLDING COMPANY
By: /s/
----------------------------------------
President
ATTEST:
/s/
- -------------------------------
Secretary
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ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
THE PEOPLES HOLDING COMPANY
Pursuant to Section 79-4-10.06, Mississippi Code of 1972 Annotated, The
Peoples Holding Company adopts the following amendment to its articles of
incorporation:
ONE: The name of the corporation is The Peoples Holding Company.
TWO: The following amendment of the articles of incorporation was
adopted by the stockholders of the corporation on the 11th day of April, 1995,
in the manner prescribed by the laws of the State of Mississippi and the
articles of incorporation of The Peoples Holding Company:
RESOLVED, that Article Fourth of the Articles of Incorporation of The
Peoples Holding Company, as previously amended, be amended to read as
follows:
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is Seven Million Five Hundred Thousand (7,500,000)
shares of common stock, all of one class, having a par value of Five
Dollars ($5.00) each.
THREE: The number of shares of stock of the corporation outstanding at
the time of such adoption was Two Million Six Hundred Four Thousand Seven
Hundred Sixty (2,604,760) shares of common stock, all of one class, and the
number of shares entitled to vote thereon was Two Million Six Hundred Four
Thousand Seven Hundred Sixty (2,604,760).
FOUR: The number of shares voting for said amendment was 2,016,016, and
the number of shares voting against such amendment was 27,645.
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EXECUTED by the undersigned President and Secretary of the corporation,
in duplicate originals, at Tupelo, Mississippi, on this, the 11th day of April,
1995.
THE PEOPLES HOLDING COMPANY
By: /s/
----------------------------------------
President
ATTEST:
/s/
- -------------------------------
Secretary
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ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
THE PEOPLES HOLDING COMPANY
Pursuant to Section 79-4-10.06, Mississippi Code of 1972 Annotated, The
Peoples Holding Company adopts the following amendments to its articles of
incorporation:
ONE: The name of the corporation is The Peoples Holding Company.
TWO: The following amendment of the articles of incorporation was
adopted by the stockholders of the corporation on the 14th day of April, 1998,
in the manner prescribed by the laws of the State of Mississippi and the
articles of incorporation of The Peoples Holding Company:
RESOLVED, that Article Fourth of the Articles of Incorporation of The
Peoples Holding Company, as previously amended, be amended to read as
follows:
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is Fifteen Million (15,000,000) shares of common
stock, all of one class, having a par value of Five Dollars ($5.00)
each.
THREE: The number of shares of stock of the corporation outstanding at
the time of such adoption was Five Million Eight Hundred Fifty-Nine Thousand
Four Hundred Seventy-Two (5,859,472) shares of common stock, all of one class,
and the number of shares entitled to vote thereon was Five Million Eight Hundred
Fifty-Nine Thousand Four Hundred Seventy-Two (5,859,472).
FOUR: The number of shares voting for said amendment was 4,517,176, and
the number of shares voting against such amendment was 24,162.
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EXECUTED by the undersigned President and Secretary of the corporation,
in duplicate originals, at Tupelo, Mississippi, on this the 14th day of April,
1998.
THE PEOPLES HOLDING COMPANY
By: /s/
----------------------------------------
President
ATTEST:
/s/
- -------------------------------
Secretary