Exhibit 3.1
Articles of Incorporation of FPB Financial Corp.
ARTICLES OF INCORPORATION
OF
FPB FINANCIAL CORP.
Article 1. Name. The name of the corporation is FPB Financial Corp.
(hereinafter referred to as the "Corporation").
Article 2. Nature of Business. The purpose of the Corporation is to
engage in any lawful act or activity for which a corporation may be formed under
the Louisiana Business Corporation Law, as amended (the "BCL"). The Corporation
is incorporated under the provisions of the BCL.
Article 3. Duration. The term of the existence of the Corporation shall
be perpetual.
Article 4. Capital Stock.
A. Authorized Amount. The total number of shares of capital stock which
the Corporation has authority to issue is 7,000,000, of which 2,000,000 shall be
serial preferred stock, par value $.01 per share (hereinafter the "Preferred
Stock"), and 5,000,000 shall be common stock, par value $.01 per share
(hereinafter the "Common Stock"). Except to the extent required by governing
law, rule or regulation, the shares of capital stock may be issued from time to
time by the Board of Directors without further approval of stockholders. The
Corporation shall have the authority to purchase its capital stock out of funds
lawfully available therefor.
B. Common Stock. Except as provided in this Article 4 (or in any
resolution or resolutions adopted by the Board of Directors pursuant hereto),
the exclusive voting power shall be vested in the Common Stock, with each holder
thereof being entitled to one vote for each share of such Common Stock standing
in the holder's name on the books of the Corporation, except as provided in
Article 10. Subject to any rights and preferences of any class of stock having
preference over the Common Stock, holders of Common Stock shall be entitled to
such dividends as may be declared by the Board of Directors out of funds
lawfully available therefor. Upon any liquidation, dissolution or winding up of
the affairs of the Corporation, whether voluntary or involuntary, holders of
Common Stock shall be entitled to receive pro rata the remaining assets of the
Corporation after the holders of any class of stock having preference over the
Common Stock have been paid in full any sums to which they may be entitled.
C. Authority of Board to Fix Terms of Preferred Stock. The Board of
Directors shall have the full authority permitted by law to divide the
authorized and unissued shares of Preferred Stock into series and to fix by
resolution full, limited, multiple or fractional, or no voting rights, and such
designations, preferences, qualifications, privileges, limitations,
restrictions, options, conversion rights, and other special or relative rights
of the Preferred Stock or any series thereof that may be desired.
Article 5. Incorporator. The name and mailing address of the sole
incorporator is as follows:
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Number and
Class of
Shares
Name Address Subscribed For
- -------------------------- ------------------------- ----------------
Florida Parishes Homestead 300 West Morris Street 100 shares of
Association Hammond, Louisiana 70401 Common Stock
Article 6. Directors. The business and affairs of the Corporation shall
be managed by or under the direction of a Board of Directors.
A. Number. Except as otherwise increased from time to time by the
exercise of the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
additional directors, the number of directors of the Corporation shall be no
less than five and no more than 15, as specified in the Corporation's Bylaws, as
may be amended from time to time.
B. Classification and Term. The Board of Directors, other than those
who may be elected by the holders of any class or series of stock having
preference over the Common Stock as to dividends or upon liquidation, shall be
divided into three classes as nearly equal in number as possible, with one class
to be elected annually. At each annual meeting of stockholders, the directors
elected to succeed those in the class whose terms are expiring shall be elected
for a term of office to expire at the third succeeding annual meeting of
stockholders and when their respective successors are elected and qualified.
Notwithstanding the foregoing, and except as otherwise required by law, whenever
the holders of any one or more series of Preferred Stock shall have the right,
voting separately as a class, to elect one or more directors of the Corporation,
the terms of the director or directors elected by such holders shall expire at
the next succeeding annual meeting of stockholders and vacancies created with
respect to any directorship of the directors so elected may be filled in the
manner specified by the terms of such Preferred Stock.
C. No Cumulative Voting. Stockholders of the Corporation shall not be
permitted to cumulate their votes for the election of directors.
D. Vacancies. Except as otherwise fixed pursuant to the provisions of
Article 4 hereof relating to the rights of the holders of any class or series of
stock having preference over the Common Stock as to dividends or upon
liquidation to elect directors, any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, shall be filled by a majority vote of the directors then in office,
whether or not a quorum is present, or by a sole remaining director, and any
director so chosen shall serve until the term of the class to which he was
appointed shall expire and until his successor is elected and qualified. When
the number of directors is changed, the Board of Directors shall determine the
class or classes
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to which the increased or decreased number of directors shall be apportioned,
provided that no decrease in the number of directors shall shorten the term of
any incumbent director.
E. Removal. Subject to the rights of any class or series of stock
having preference over the Common Stock as to dividends or upon liquidation to
elect directors, any director (including persons elected by directors to fill
vacancies in the Board of Directors) may be removed from office without cause by
an affirmative vote of not less than 80% of the total votes eligible to be cast
by stockholders at a duly constituted meeting of stockholders called expressly
for such purpose and may be removed from office with cause by an affirmative
vote of not less than a majority of the total votes eligible to be cast by
stockholders. Cause for removal shall exist only if the director whose removal
is proposed has been either declared of unsound mind by an order of a court of
competent jurisdiction, convicted of a felony or of an offense punishable by
imprisonment for a term of more than one year by a court of competent
jurisdiction, or deemed liable by a court of competent jurisdiction for gross
negligence or misconduct in the performance of such director's duties to the
Corporation. At least 30 days prior to such meeting of stockholders, written
notice shall be sent to the director whose removal will be considered at the
meeting.
F. Nominations of Directors. Nominations of candidates for election as
directors at any annual meeting of stockholders may be made (a) by, or at the
direction of, a majority of the Board of Directors or (b) by any stockholder
entitled to vote at such annual meeting. Only persons nominated in accordance
with the procedures set forth in this Article 6.F shall be eligible for election
as directors at an annual meeting. Ballots bearing the names of all the persons
who have been nominated for election as directors at an annual meeting in
accordance with the procedures set forth in this Article 6.F shall be provided
for use at the annual meeting.
Nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation as set forth in this Article 6.F. To be timely, a
stockholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the Corporation not later than 120 days prior to
the anniversary date of the initial mailing of proxy materials by the
Corporation in connection with the immediately preceding annual meeting of
stockholders of the Corporation; provided, however, that with respect to the
first scheduled annual meeting following the completion of the conversion of
Florida Parishes Homestead Association, Hammond, Louisiana or any successor
thereto (the "Association") from the mutual form to the stock form (which
meeting is expected to be held in April 2000), notice by the stockholder must be
so delivered or received no later than the close of business on Monday, November
1, 1999. Such stockholder's notice shall set forth (a) the name, age, business
address and residence address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) the principal
occupation or employment of the stockholder submitting the notice and of each
person being nominated; (c) the class and number of shares of Corporation stock
which are Beneficially Owned (as defined in Article 9.A(e) hereof) by the
stockholder submitting the notice, by any Person who is Acting in Concert with
or who is an Affiliate or Associate of such stockholder (as such capitalized
terms are defined in Article 9.A hereof), by any Person who is a member of any
group with such stockholder with respect to the Corporation stock
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or who is known by such stockholder to be supporting such nominee(s) on the date
the notice is given to the Corporation, by each person being nominated, and by
each Person who is in control of, is controlled by or is under common control
with any of the foregoing Persons (if any of the foregoing Persons is a
partnership, corporation, limited liability company, association or trust,
information shall be provided regarding the name and address of, and the class
of number of shares of Corporation stock which are Beneficially Owned by, each
partner in such partnership, each director, executive officer and stockholder in
such corporation, each member in such limited liability company or association,
and each trustee and beneficiary of such trust, and in each case each Person
controlling such entity and each partner, director, executive officer,
stockholder, member or trustee of any entity which is ultimately in control of
such partnership, corporation, limited liability company, association or trust);
(d) a representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (e) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (f) such other information regarding the stockholder submitting
the notice, each nominee proposed by such stockholder and any other Person
covered by clause (c) of this paragraph as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (g) the consent of each nominee to serve as a director of the
Corporation if so elected. At the request of the Board of Directors, any person
nominated by, or at the direction of, the Board for election as a director at an
annual meeting shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee.
The Board of Directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of this Article 6.F. If the
Board of Directors, or a designated committee thereof or other authorized
individual, determines that the information provided in a stockholder's notice
does not satisfy the informational requirements of this Article 6.F in any
material respect, the Secretary of the Corporation or a duly authorized
representative of the Corporation shall promptly notify such stockholder of the
deficiency in the notice. The stockholder shall have an opportunity to cure the
deficiency by providing additional information to the Secretary within such
period of time, not to exceed five days from the date such deficiency notice is
given to the stockholder, as the Board of Directors or such committee or other
authorized individual shall reasonably determine. If the deficiency is not cured
within such period, or if the Board of Directors or such committee or other
authorized individual reasonably determines that the additional information
provided by the stockholder, together with information previously provided, does
not satisfy the requirements of this Article 6.F in any material respect, then
the Board of Directors may reject such stockholder's nomination. The Secretary
of the Corporation or a duly authorized representative of the Corporation shall
notify a stockholder in writing whether his nomination has been made in
accordance with the time and informational requirements of this Article 6.F.
Notwithstanding the procedures set forth in this paragraph, if neither the Board
of Directors nor such committee or other authorized individual makes a
determination as to the validity of any nominations by a stockholder, the
presiding officer of the annual meeting shall determine and declare at the
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annual meeting whether the nomination was made in accordance with the terms of
this Article 6.F. If the presiding officer determines that a nomination was made
in accordance with the terms of this Article 6.F, he shall so declare at the
annual meeting and ballots shall be provided for use at the meeting with respect
to such nominee. If the presiding officer determines that a nomination was not
made in accordance with the terms of this Article 6.F, he shall so declare at
the annual meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing, and except as otherwise required by law,
whenever the holders of any one or more series of Preferred Stock shall have the
right, voting separately as a class, to elect one or more directors of the
Corporation, the provisions of this Article 6.F shall not apply with respect to
the director or directors elected by such holders of Preferred Stock.
G. Discharge of Duties. In discharging the duties of their respective
positions, the Board of Directors, committees of the Board of Directors and
individual directors shall, in considering the best interests of the
Corporation, consider the effects of any action upon the employees of the
Corporation and its subsidiaries, the depositors and borrowers of any insured
institution subsidiary, the communities in which offices or other establishments
of the Corporation or any subsidiary are located and all other pertinent
factors.
Article 7. Preemptive Rights. No holder of the capital stock of the
Corporation shall be entitled as such, as a matter of right, to subscribe for or
purchase any part of any new or additional issue of stock of any class
whatsoever of the Corporation, or of securities convertible into stock of any
class whatsoever, whether now or hereafter authorized, or whether issued for
cash or other consideration or by way of a dividend.
Article 8. Indemnification, etc. of Officers, Directors, Employees and
Agents.
A. Personal Liability of Directors and Officers. A director or officer
of the Corporation shall not be personally liable for monetary damages for any
action taken, or any failure to take any action, as a director or officer except
to the extent that by law a director's or officer's liability for monetary
damages may not be limited.
B. Indemnification. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the Corporation, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permissible under Louisiana law.
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C. Advancement of Expenses. Reasonable expenses incurred by an officer,
director, employee or agent of the Corporation in defending an action, suit or
proceeding described in Section B of this Article 8 may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding if authorized by the board of directors (without regard to whether
participating members thereof are parties to such action, suit or proceeding),
upon receipt of an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that the person is not entitled to
be indemnified by the Corporation.
D. Other Rights. The indemnification and advancement of expenses
provided by or pursuant to this Article 8 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, insurance or other agreement, vote of
stockholders or directors (regardless of whether directors authorizing such
indemnification are beneficiaries thereof) or otherwise, both as to actions in
their official capacity and as to actions in another capacity while holding an
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
E. Insurance. The Corporation shall have the power to purchase and
maintain insurance or another similar arrangement on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture or other enterprise,
against any liability asserted against or incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of this
Article 8.
F. Security Fund; Indemnity Agreements. By action of the Board of
Directors (notwithstanding their interest in the transaction), the Corporation
may create and fund a trust fund or other fund or form of self-insurance
arrangement of any nature, and may enter into agreements with its officers,
directors, employees and agents for the purpose of securing or insuring in any
manner its obligation to indemnify or advance expenses provided for in this
Article 8.
G. Modification. The duties of the Corporation to indemnify and to
advance expenses to any person as provided in this Article 8 shall be in the
nature of a contract between the Corporation and each such person, and no
amendment or repeal of any provision of this Article 8, and no amendment or
termination of any trust or other fund or form of self-insurance arrangement
created pursuant to Section F of this Article 8, shall alter to the detriment of
such person the right of such person to the advance of expenses or
indemnification related to a claim based on an act or failure to act which took
place prior to such amendment, repeal or termination.
H. Proceedings Initiated by Indemnified Persons. Notwithstanding any
other provision of this Article 8, the Corporation shall not indemnify a
director, officer, employee or agent for any liability incurred in an action,
suit or proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae
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by the person seeking indemnification unless such initiation of or participation
in the action, suit or proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in office.
Article 9. Meetings of Stockholders and Stockholder Proposals
A. Definitions.
(a) Acquire. The term "Acquire" includes every type of
acquisition, whether effected by purchase, exchange, operation of law or
otherwise.
(b) Acting in Concert. The term "Acting in Concert" means (a)
knowing participation in a joint activity or conscious parallel action towards a
common goal whether or not pursuant to an express agreement, or (b) a
combination or pooling of voting or other interests in the securities of an
issuer for a common purpose pursuant to any contract, understanding,
relationship, agreement or other arrangement, whether written or otherwise.
(c) Affiliate. An "Affiliate" of, or a Person "affiliated
with," a specified Person, means a Person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, the Person specified.
(d) Associate. The term "Associate" used to indicate a
relationship with any Person means:
(i) Any corporation, partnership, limited liability
company or other organization (other than the Corporation or a
Subsidiary of the Corporation), or any subsidiary or parent
thereof, of which such Person is a director, officer, partner
or member or is, directly or indirectly, the Beneficial Owner
of 10% or more of any class of equity securities;
(ii) Any trust or other estate in which such Person
has a 10% or greater beneficial interest or as to which such
Person serves as trustee or in a similar fiduciary capacity,
provided, however, such term shall not include any employee
stock benefit plan of the Corporation or a Subsidiary of the
Corporation in which such Person has a 10% or greater
beneficial interest or serves as a trustee or in a similar
fiduciary capacity;
(iii) Any relative or spouse of such Person (or any
relative of such spouse) who has the same home as such Person
or who is a director or officer of the Corporation or a
Subsidiary of the Corporation (or any subsidiary or parent
thereof); or
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(iv) Any investment company registered under the
Investment Company Act of 1940 for which such Person or any
Affiliate or Associate of such Person serves as investment
advisor.
(e) Beneficial Owner (including Beneficially Owned). A Person
shall be considered the "Beneficial Owner" of any shares of stock (whether or
not owned of record):
(i) With respect to which such Person or any
Affiliate or Associate of such Person directly or indirectly
has or shares (A) voting power, including the power to vote or
to direct the voting of such shares of stock, and/or (B)
investment power, including the power to dispose of or to
direct the disposition of such shares of stock;
(ii) Which such Person or any Affiliate or Associate
of such Person has (A) the right to acquire (whether such
right is exercisable immediately or only after the passage of
time) pursuant to any agreement, arrangement or understanding
or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, and/or (B) the right to
vote pursuant to any agreement, arrangement or understanding
(whether such right is exercisable immediately or only after
the passage of time); or
(iii) Which are Beneficially Owned within the meaning
of (i) or (ii) of this Article 9.A(e) by any other Person with
which such first-mentioned Person or any of its Affiliates or
Associates either (A) has any agreement, arrangement or
understanding, written or oral, with respect to acquiring,
holding, voting or disposing of any shares of stock of the
Corporation or any Subsidiary of the Corporation or acquiring,
holding or disposing of all or substantially all, or any
Substantial Part, of the assets or business of the Corporation
or a Subsidiary of the Corporation, or (B) is Acting in
Concert. For the purpose only of determining whether a Person
is the Beneficial Owner of a percentage specified in this
Article 9 of the outstanding Voting Shares, such shares shall
be deemed to include any Voting Shares which may be issuable
pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange rights,
warrants, options or otherwise and which are deemed to be
Beneficially Owned by such Person pursuant to the foregoing
provisions of this Article 9.A(e), but shall not include any
other Voting Shares which may be issuable in such manner.
(f) Offer. The term "Offer" shall mean every offer to buy or
acquire, solicitation of an offer to sell, tender offer or request or invitation
for tender of, a security or interest in a security for value; provided that the
term "Offer" shall not include (i) inquiries directed solely to the management
of the Corporation and not intended to be communicated to stockholders which are
designed to elicit an indication of management's receptivity to the basic
structure of a potential acquisition with respect to the amount of cash and or
securities, manner of acquisition and formula for determining price, or (ii)
non-binding expressions of understanding or letters of intent with the
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management of the Corporation regarding the basic structure of a potential
acquisition with respect to the amount of cash and or securities, manner of
acquisition and formula for determining price.
(g) Person. The term "Person" shall mean any individual,
partnership, corporation, limited liability company, association, trust, group
or other entity. When two or more Persons act as a partnership, limited
partnership, limited liability company, syndicate, association or other group
for the purpose of acquiring, holding or disposing of shares of stock, such
partnership, syndicate, associate or group shall be deemed a "Person."
(h) Substantial Part. The term "Substantial Part" as used with
reference to the assets of the Corporation or of any Subsidiary means assets
having a value of more than 10% of the total consolidated assets of the
Corporation and its Subsidiaries as of the end of the Corporation's most recent
fiscal year ending prior to the time the determination is being made.
(i) Subsidiary. "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or indirectly, by
the Person in question.
(j) Voting Shares. "Voting Shares" shall mean shares of the
Corporation entitled to vote generally in an election of directors.
(k) Certain Determinations With Respect to Article 9. A
majority of the directors shall have the power to determine for the purposes of
this Article 9, on the basis of information known to them and acting in good
faith: (A) the number of Voting Shares of which any Person is the Beneficial
Owner, (B) whether a Person is an Affiliate or Associate of another, (C) whether
a Person has an agreement, arrangement or understanding with another as to the
matters referred to in the definition of "Beneficial Owner" as hereinabove
defined, and (D) such other matters with respect to which a determination is
required under this Article 9.
(l) Directors, Officers or Employees. Directors, officers or
employees of the Corporation or any Subsidiary thereof shall not be deemed to be
a group with respect to their individual acquisitions of any class of equity
securities of the Corporation solely as a result of their capacities as such.
B. Special Meetings of Stockholders. Except as otherwise required by
law and subject to the rights of the holders of any class or series of Preferred
Stock, special meetings of the stockholders of the Corporation may be called
only by (i) the Board of Directors pursuant to a resolution approved by the
affirmative vote of a majority of the directors then in office, (ii) the
President, or (iii) by Persons who Beneficially Own an aggregate of at least 50%
of the outstanding Voting Shares.
C. Action Without a Meeting. Any action permitted to be taken by the
stockholders at a meeting may be taken without a meeting if consent in writing
setting forth the action so taken
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shall be signed by all of the stockholders who would be entitled to vote at a
meeting for such purpose and filed with the Secretary of the Corporation as part
of the corporate records.
D. Stockholder Proposals. At an annual meeting of stockholders, only
such new business shall be conducted, and only such proposals shall be acted
upon, as shall have been brought before the annual meeting by, or at the
direction of, (a) the Board of Directors or (b) any stockholder of the
Corporation who complies with all the requirements set forth in this Article
9.D.
Proposals, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation as set forth in this Article 9.D. For stockholder proposals
to be included in the Corporation's proxy materials, the stockholder must comply
with all the timing and informational requirements of Rule 14a-8 of the Exchange
Act (or any successor regulation). With respect to stockholder proposals to be
considered at the annual meeting of stockholders but not included in the
Corporation's proxy materials, the stockholder notice shall be delivered to, or
mailed and received at, the principal executive offices of the Corporation not
later than 120 days prior to the anniversary date of the initial mailing of
proxy materials by the Corporation in connection with the immediately preceding
annual meeting of stockholders of the Corporation; provided, however, that with
respect to the first scheduled annual meeting following the completion of the
conversion of the Association from the mutual form to the stock form (which
meeting is expected to be held in April 2000), notice by the stockholder must be
so delivered or received no later than the close of business on Monday, November
1, 1999. Such stockholder's notice shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a description of the
proposal desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business and, to the extent known, any other stockholders known by such
stockholder to be supporting such proposal, (c) the class and number of shares
of the Corporation's capital stock which are Beneficially Owned by the
stockholder submitting the notice, by any Person who is Acting in Concert with
or who is an Affiliate or Associate of such stockholder, by any Person who is a
member of any group with such stockholder with respect to the Corporation stock
or who is known by such stockholder to be supporting such proposal on the date
the notice is given to the Corporation, and by each Person who is in control of,
is controlled by or is under common control with any of the foregoing Persons
(if any of the foregoing Persons is a partnership, corporation, limited
liability company, association or trust, information shall be provided regarding
the name and address of, and the class and number of shares of Corporation stock
which are Beneficially Owned by, each partner in such partnership, each
director, executive officer and stockholder in such corporation, each member in
such limited liability company or association, and each trustee and beneficiary
of such trust, and in each case each Person controlling such entity and each
partner, director, executive officer, stockholder, member or trustee of any
entity which is ultimately in control of such partnership, corporation, limited
liability company, association or trust), (d) the identification of any person
retained or to be compensated by the stockholder submitting the proposal, or any
person acting on his or her behalf, to make solicitations or recommendations to
stockholders for the purpose of assisting in the passage of such
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proposal and a brief description of the terms of such employment, retainer or
arrangement for compensation, and (e) any material interest of the stockholder
in such business.
The Board of Directors may reject any stockholder proposal not timely
made in accordance with the terms of this Article 9.D. If the Board of
Directors, or a designated committee thereof or other authorized individual,
determines that the information provided in a stockholder's notice does not
satisfy the information requirements of this Article 9.D in any material
respect, the Secretary of the Corporation or a duly authorized representative of
the Corporation shall promptly notify such stockholder of the deficiency in the
notice. The stockholder shall have an opportunity to cure the deficiency by
providing additional information to the Secretary within such period of time not
to exceed five days from the date such deficiency notice is given to the
stockholder as the Board of Directors or such committee or other authorized
individual shall reasonably determine. If the deficiency is not cured within
such period, or if the Board of Directors or such committee or other authorized
individual determines that the additional information provided by the
stockholder, together with information previously provided, does not satisfy the
requirements of this Article 9.D in any material respect, then the Board of
Directors may reject such stockholder's proposal. The Secretary of the
Corporation or a duly authorized representative of the Corporation shall notify
a stockholder in writing whether his proposal has been made in accordance with
the time and informational requirements of this Article 9.D. Notwithstanding the
procedures set forth in this paragraph, if neither the Board of Directors nor
such committee or other authorized individual makes a determination as to the
validity of any stockholder proposal, the presiding officer of the annual
meeting shall determine and declare at the annual meeting whether the
stockholder proposal was made in accordance with the terms of this Article 9.D.
If the presiding officer determines that a stockholder proposal was made in
accordance with the terms of this Article 9.D, he shall so declare at the annual
meeting and ballots shall be provided for use at the meeting with respect to any
such proposal. If the presiding officer determines that a stockholder proposal
was not made in accordance with the terms of this Article 9.D, he shall so
declare at the annual meeting and any such proposal shall not be acted upon at
the annual meeting.
This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but in connection with such reports, no
new business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.
Article 10. Restrictions on Offers and Acquisitions of the Corporation's
Equity Securities.
A. Restrictions. The definitions and other provisions set forth in
Article 9.A are also applicable to this Article 10. Except as set forth in
Article 10.B, no Person shall directly or indirectly Offer to Acquire or Acquire
the Beneficial Ownership of (i) more than 10% of the issued and outstanding
shares of any class of an equity security of the Corporation, or (ii) any
securities convertible into, or exercisable for, any equity securities of the
Corporation if, assuming conversion or exercise by such Person of all securities
of which such Person is the Beneficial Owner which are
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convertible into, or exercisable for, such equity securities (but of no
securities convertible into, or exercisable for, such equity securities of which
such Person is not the Beneficial Owner), such Person would be the Beneficial
Owner of more than 10% of any class of an equity security of the Corporation.
B. Exclusions. The foregoing restrictions shall not apply to (i) any
Offer with a view toward public resale made exclusively to the Corporation by
underwriters or a selling group acting on its behalf, (ii) any employee benefit
plan or arrangement established by the Corporation or the Association and any
trustee of such a plan or arrangement, and (iii) any other Offer or acquisition
approved in advance by the affirmative vote of two-thirds of the Corporation's
entire Board of Directors.
C. Remedies. In the event that shares are acquired in violation of this
Article 10, all shares Beneficially Owned by any Person in excess of 10% shall
be considered "Excess Shares" and (i) shall not be counted as shares entitled to
vote and shall not be voted by any Person or counted as Voting Shares in
connection with any matters submitted to stockholders for a vote, (ii) the
Corporation is authorized to refuse to recognize a transfer or attempted
transfer of any shares of the Corporation's equity securities to any Person who
is the Beneficial Owner, or as the result of such transfer would become the
Beneficial Owner, of Excess Shares, and (iii) the Board of Directors may cause
such Excess Shares to be transferred to an independent trustee for sale on the
open market or otherwise, with the expenses of such trustee to be paid out of
the proceeds of the sale.
For purposes of ensuring compliance with Article 10.A, in the event any
partnership, corporation, limited liability company, association or trust is
deemed to Beneficially Own more than 5% of any class of the Corporation's stock,
either by itself or together with one or more other Persons who is an Affiliate
of or Acting in Concert with such entity or who is a member of any group with
such entity with respect to the Corporation's stock, then the Corporation shall
be entitled upon written request to such entity to receive information regarding
the name and address of, and the class and number of shares of Corporation stock
which are Beneficially Owned by, each partner in such partnership, each
director, executive officer and stockholder in such corporation, each member in
such limited liability company or association, and each trustee and beneficiary
of such trust, and in each case each Person controlling such entity and each
partner, director, executive officer, stockholder, member or trustee of any
entity which is ultimately in control of such partnership, corporation, limited
liability company, association or trust.
E. Severability. In the event any provision (or portion thereof) of
this Article 10 shall be found to be invalid, prohibited or unenforceable for
any reason, the remaining provisions (or portions thereof) of this Article 10
shall remain in full force and effect, and shall be construed as if such
invalid, prohibited or unenforceable provision had been stricken herefrom or
otherwise rendered inapplicable, it being the intent of this Corporation and its
stockholders that each such remaining provision (or portion thereof) of this
Article 10 remain, to the fullest extent permitted by law, applicable and
enforceable as to all stockholders.
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Article 11. Amendment of Articles and Bylaws.
A. Articles. The Corporation reserves the right to amend, alter, change
or repeal any provision contained in these Articles of Incorporation, in the
manner now or hereafter prescribed by law, and all rights conferred upon
stockholders herein are granted subject to this reservation. No amendment,
addition, alteration, change or repeal of these Articles of Incorporation shall
be made unless it is first approved by the Board of Directors of the Corporation
pursuant to a resolution adopted by the affirmative vote of a majority of the
directors then in office, and thereafter is approved by the holders of at least
75% of the Voting Shares (as defined in Article 9 hereof and after giving effect
to Article 10.C hereof), voting together as a single class, as well as such
additional vote of the Preferred Stock as may be required by the provisions of
any series thereof. Notwithstanding the preceding sentence, any amendment to
these Articles of Incorporation recommended for adoption by at least two-thirds
of the entire Board of Directors (including any vacancies) shall, to the extent
the Business Corporation Law of the State of Louisiana requires stockholder
approval of such amendment, require the affirmative vote of a majority of the
Voting Shares (as defined in Article 9 hereof and after giving effect to Article
10.C hereof), voting together as a single class, as well as such additional vote
of the Preferred Stock as may be required by the provisions of any series
thereof.
B. Bylaws. The Board of Directors, to the extent permitted by law, or
stockholders may adopt, alter, amend or repeal the Bylaws of the Corporation.
Such action by the Board of Directors shall require the affirmative vote of a
majority of the directors then in office at any regular or special meeting of
the Board of Directors. Such action by the stockholders shall require the
affirmative vote of the holders of a majority of the Voting Shares of the
Corporation (as defined on Article 9 hereof and after giving effect to Article
10.C hereof), voting together as a single class, as well as such additional vote
of the Preferred Stock as may be required by the provisions of any series
thereof, provided that the affirmative vote of the holders of at least 75% of
the Voting Shares of the Corporation (as defined in Article 9 hereof and after
giving effect to Article 10.C hereof), voting together as a single class, as
well as such additional vote of the Preferred Stock as may be required by the
provisions of any series thereof, shall be required to amend, adopt, alter,
change or repeal any provision inconsistent with Sections 4.1, 4.2, 4.3 and 4.4
of the Bylaws and Articles VIII and XII of the Bylaws.
THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the Louisiana Business
Corporation Law, as amended, through
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these Articles of Incorporation, has caused these Articles of Incorporation to
be signed by its President and Chief Executive Officer, who hereby declares and
certifies that the facts herein stated are true and who has hereunto set his
hand this 18th day of February 1999.
ATTEST (SEAL) FLORIDA PARISHES HOMESTEAD ASSOCIATION
/s/ Wayne Allen By: /s/ Fritz W. Anderson II
- ------------------------- -------------------------------------
G. Wayne Allen, Secretary Fritz W. Anderson II, President
and Chief Executive Officer
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ACKNOWLEDGMENT
STATE OF LOUISIANA
TANGIPAHOA PARISH
On this 18th day of February 1999, before me appeared Fritz W. Anderson
II, to me personally known, who, being by me duly sworn, did say that he is the
President and Chief Executive Officer of Florida Parishes Homestead Association
(the sole incorporator of FPB Financial Corp.), that the seal affixed to the
above and foregoing instrument is the corporate seal of said Association and
that the instrument was signed and sealed on behalf of the Association by
authority of its Board of Directors; and said Fritz W. Anderson II acknowledged
the instrument to be the free act and deed of the Association.
SWORN TO AND SUBSCRIBED before me this 18th day of February 1999.
/s/ Pat Falcone
-----------------
NOTARY PUBLIC
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