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Exhibit 3.1
KEY BANK USA, NATIONAL ASSOCIATION
ARTICLES OF ASSOCIATION
FIRST. The title of this Association shall be Key Bank USA, National
Association.
SECOND. The main office of this Association shall be in Cleveland,
County of Cuyahoga, State of Ohio. The general business of this Association
shall be conducted at its main office: 127 Public Square, Cleveland, Ohio 44114.
THIRD. The Board of Directors of this Association shall consist of not
less than five nor more than twenty-five members, the exact number of Directors
within such minimum and maximum limits to be fixed and determined from time to
time by resolution of a majority of the full Board of Directors or by
resolution of the shareholders at any annual or special meeting thereof. In
accordance with 12 U.S.C. Section 72, each director; during the full term of his
or her directorship, shall own in his or her own right either shares of capital
stock of the Association the aggregate par value of which is not less than
$1,000 or an equivalent interest, as determined by the Comptroller of the
Currency, in any company which has control over the Association within the
meaning of 12 U.S.C. Section 1841. Unless otherwise provided by the laws of the
United States, any vacancy in the Board of Directors for any reason, including
an increase in the number thereof, may be filled by action of the Board of
Directors.
FOURTH. The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified therefor in the
Bylaws, but if no election is held on that day, it may be held on any subsequent
day according to the provisions of law, and all elections shall be held
according to such lawful regulations as may be prescribed by the Board of
Directors.
FIFTH. The authorized amount of capital stock of this Association shall
be 659,305 shares of common stock of the par value of One Hundred Dollars ($100)
per share but said capital stock may be increased or decreased from time to
time, in accordance with the provisions of the laws of the United States.
No holder of shares of capital stock of any class of this Association
shall have any preemptive or preferential right of subscription to any shares
of any class of stock of this Association, whether now or hereafter authorized,
or to any obligations convertible into stock of this Association, issued or
sold, nor any right of subscription to any thereof other than such, if any, as
the Board of Directors, in its discretion, may from time to time determine and
at such price as the Board of Directors may from time to time fix.
This Association, at any time and from time to time, may authorize and
issue debt obligations, whether or not subordinated, without the approval of
shareholders.
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SIXTH. The Board of Directors shall appoint one of its members
President of this Association, who shall be Chairman of the Board, unless the
Board appoints another Director to be the Chairman. The Board of Directors shall
have the power to appoint one or more Vice Presidents and to appoint a Cashier
and such other officers and employees as may be required to transact the
business of this Association.
The Board of Directors shall have the power to define the duties of the
officers and employees of this Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of this
Association shall be made; to manage and administer the business and affairs of
this Association; to make all Bylaws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a Board of
Directors to do and perform.
SEVENTH. The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of Cleveland,
Ohio, without the approval of the shareholders but subject to the approval of
the Comptroller of the Currency, and shall have the power to establish or change
the location of any branch or branches of the Association to any other location,
without the approval of the shareholders but subject to the approval of the
Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue
until terminated in accordance with the laws of the United States.
NINTH. The Board of Directors of this Association, or any shareholders
owning, in the aggregate, not less tan ten percent (10%) of the stock of this
Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of time, place,
and purpose of every annual and special meeting of the shareholders shall be
given by first-class mail, postage prepaid, mailed at least ten days prior to
the date of such meeting to each shareholder of record at his address as shown
upon the books of this Association, except as to any shareholder who has
specifically waived notice of such meeting.
TENTH. (a) This Association shall indemnify, to the full extent
permitted or authorized by the Ohio General Corporation Law as it may from time
to time be amended, any person made or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he is or
was a director, officer, or employee of this Association, or is or was serving
at the request of this Association as a director, trustee, officer, or employee
of another association, corporation, partnership, joint venture, trust, or other
enterprise; in the case of a person serving at the request of this Association,
such request shall be evidenced by a resolution of the Board of Directors or a
duly-authorized committee thereof or by a writing executed by an officer of this
Association pursuant to a resolution of the Board of Directors or a
duly-authorized committee thereof. In the case of a merger into this Association
of a constituent association which, if its separate existence had continued,
would have been required to indemnify directors, officers, or employees in
specified situations prior to the merger, any
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person who served as a director, officer, or employee of the constituent
association, or served at the request of the constituent association as a
director, trustee, officer, or employee of another association, corporation,
partnership, joint venture, trust, or other enterprise, shall be entitled to
indemnification by this Association (as the surviving association) for acts,
omissions, or other events or occurrences prior to the merger to the same extent
he would have been entitled to indemnification by the constituent association if
its separate existence had continued. The indemnification provided by this TENTH
shall not be deemed exclusive of any other rights to which any person seeking
indemnification may be entitled by law or under these Articles or the Bylaws, or
any agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, trustee, officer, or employee and shall inure to the benefit of
the heirs, executors, and administrators of such a person.
(b) Notwithstanding division (a) of this TENTH, no director, officer,
or employee of this Association shall be indemnified against expenses, including
attorneys' fees, penalties or other payments incurred in an administrative
proceeding or action instituted by the Comptroller of the Currency or other
appropriate bank regulatory agency when such proceeding or action results in a
final order assessing civil money penalties against, or requiring affirmative
action of, such director, officer, or employee in the form of payments to this
Association.
(c) This Association may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of credit,
or self-insurance on behalf of or for any person who is or was a director,
officer, employee, or agent of this Association, or is or was serving at the
request of this Association as a director, trustee, officer, employee, or agent
of another association, corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against him and incurred by him in
any capacity, or arising out of his status as such, whether or not this
Association would have the power to indemnify him against liability under the
provisions of this TENTH or of the Ohio General Corporation Law; provided,
however, such insurance shall explicitly exclude insurance coverage for a formal
order assessing civil money penalties against a director, officer, or employee
of this Association as a result of an administrative proceeding or action
instituted by the Comptroller of the Currency or other appropriate bank
regulatory agency. Insurance may be purchased from or maintained with a person
in which this Association has a financial interest.
(d) Expenses (including attorney's fees) incurred by a director in
defending any action, suit, or proceeding referred to in division (a) of this
TENTH commenced or threatened against the director for any action or failure to
act as a director shall be paid by this Association, as they are incurred, in
advance of final disposition of the action, suit, or proceeding upon receipt of
an undertaking by or on behalf of the director in which he agrees both (i) to
repay the amount if it is proved by clear and convincing evidence in a court of
competent jurisdiction that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to this Association
or undertaken with reckless disregard for the best interests of this Association
and (ii) to reasonably cooperate with this Association
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concerning the action, suit, or proceeding. The provisions of this paragraph
shall not apply if the only liability asserted against the director in such
action, suit, or proceeding is for (i) the payment of a dividend or
distribution, or the making of a distribution of assets to shareholders, or the
purchase or redemption of this Association's own shares, contrary in any such
case to law or these Articles of Association, or (ii) a distribution of assets
to shareholders during the winding up of the affairs of the Association, on
dissolution or otherwise, without the payment of all known obligations of the
Association, or without making adequate provision therefor.
Expenses (including attorney's fees) incurred by a director (to the extent the
expenses are not required to be advanced pursuant to the preceding paragraph),
officer, or employee in defending any action, suit, or proceeding referred to in
division (a) of this TENTH may be paid by this Association, as they are
incurred, in advance of final disposition of the action, suit, or proceeding, as
authorized by the Board of Directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, officer, or employee to repay the
amount if it is ultimately determined that he is not entitled to be indemnified
by this Association.
(e) Notwithstanding division (d) of this TENTH, expenses, including
attorneys' fees, incurred by a present or former director, officer, or employee
of this Association in defending an administrative proceeding or action
instituted by the Comptroller of the Currency or other appropriate bank
regulatory agency that seeks a final order assessing civil money penalties or
requiring affirmative action by an individual or individuals in the form of
payments to this Association, may be paid by this Association as they are
incurred in advance of the final disposition of the action, suit, or proceeding,
only in the event that:
(i) the Board of Directors of this Association, in good faith, determines in
writing that all of the following conditions are met:
(A) the director, officer, or employee has a substantial likelihood of
prevailing on the merits;
(B) in the event the director, officer, or employee does not prevail, he will
have the financial capability to reimburse this Association;
(C) all applicable laws and regulations affecting loans to the director,
officer, or employee will be complied with in the event reimbursement is
required;
(D) payment of expenses by this Association will not adversely affect this
Association's safety and soundness; and
(ii) the director, officer, or employee enters into an agreement with this
Association to repay such amount if:
(A) such administrative proceeding or action instituted by the Comptroller of
the Currency or other appropriate bank regulatory agency results in a final
order assessing civil money
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penalties against, or requiring affirmative action of, such director, officer,
or employee in the form of payments to this Association; or
(B) the Board of Directors of this Association finds that the director, officer,
or employee willfully misrepresented factors relevant to the Board of Directors'
determination of conditions (A) or (B) set forth in (i), above.
If at any time the Board of Directors of this Association believes that
any of the conditions set forth in (i) above are no longer met, such expenses
will no longer be paid by this Association.
(f) Notwithstanding divisions (a) through (e) of this TENTH, all of the
provisions of this TENTH are subject to the authority of the Office of the
Comptroller of the Currency to direct a modification of a specific
indemnification by a national bank through appropriate administrative action.
ELEVENTH. These Articles of Association may be amended at any regular
or special meeting of the shareholders by the affirmative vote of the holders of
a majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.
In witness whereof, we have hereunto set our hands this 12th day of
May, 1995.
/s/ Lee Irving /s/ Jeanne B. Krips
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Lee Irving Jeanne B. Krips
/s/ John H. Mancuso /s/ A. Jay Meyerson
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John H. Mancuso A. Jay Meyerson
/s/ Frederick E. Wolfert
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Frederick E. Wolfert
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