Exhibit 3.1
ARTICLES OF INCORPORATION
OF
MIDDLEBURG FINANCIAL CORPORATION
(restated in electronic format)
ARTICLE I
NAME
The name of the corporation is Middleburg Financial Corporation.
ARTICLE II
CAPITAL STOCK
Paragraph A. The aggregate number of shares of stock which the
Corporation shall have the authority to issue and the par value per share is as
follows:
Class Number of Shares Par Value
----- ---------------- ---------
Common Stock 10,000,000 $5.00
Paragraph B. No holders of any class of stock of the Corporation shall
have any preemptive or other preferential right to purchase or subscribe to (i)
any shares of any class of stock of the Corporation, whether now or hereafter
authorized, (ii) any warrants, rights or options to purchase any such stock, or
(iii) any obligations convertible into any such stock or into warrants, rights
or options to purchase any such stock.
Paragraph C. The holders of the Common Stock shall, to the exclusion of
the holders of any other class of stock of the Corporation, have the sole and
full power to vote for the election of directors and for all other purposes
without limitation. The holders of the Common Stock shall have one vote for each
share of Common Stock held by them. The holders of the Common Stock shall be
entitled to receive the net assets of the Corporation upon dissolution.
ARTICLE III
INDEMNIFICATION AND LIMITS ON LIABILITY
OF DIRECTORS AND OFFICERS
Paragraph A. The Corporation shall indemnify any Director or Officer
made a Party to a Proceeding (including without limitation any Proceeding by or
in the right of the Corporation in which the Director or Officer is adjudged
liable to the Corporation) because he or she is or was a Director or Officer of
the Corporation against any Liability incurred in the Proceeding to the fullest
extent permitted by Virginia law, as it may be amended from time to time.
Paragraph B. The Corporation shall not indemnify a Director or Officer
under Paragraph A above (unless authorized or ordered by a court) unless in each
specific case a determination pursuant to Virginia law, as it may be amended
from time to time, has been made that indemnification is permissible under the
circumstances. The termination of a Proceeding by judgment, order, settlement or
conviction
is not, of itself, determinative that the Director or Officer is not entitled to
indemnification under this Article III.
Paragraph C. Expenses incurred by a Director or Officer in a Proceeding
shall be paid by the Corporation in advance of the final disposition of the
Proceeding if:
1. The Director or Officer furnishes the Corporation a
written statement of his good faith belief that he or she is entitled
to indemnification pursuant to this Article III.
2. The Director or Officer furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to
repay the advance if it is ultimately determined that he or she did not
meet the standard for indemnification pursuant to this Article III; and
3. A determination pursuant to Virginia law, as it may
be amended from time to time, is made that the facts then known to
those making the determination would not preclude indemnification under
this Article III.
The undertaking required by subsection 2 of this Paragraph C shall be
an unlimited general obligation of the Director or Officer but need not be
secured and may be accepted without reference to his or her financial ability to
make repayment.
Paragraph D. The indemnification provided by this Article III shall not
be exclusive of any other rights to which any Director or Officer may be
entitled, including without limitation rights conferred by applicable law and
any right under policies of insurance that may be purchased and maintained by
the Corporation or others, even as to liabilities against which the Corporation
would not have the power to indemnify such Director or Officer under the
provisions of this Article III.
Paragraph E. The Corporation may purchase and maintain at its sole
expense insurance, in such amounts and on such terms and conditions as the Board
of Directors may deem reasonable, against all liabilities or losses it may
sustain in consequence of the indemnification provided for in this Article III.
Paragraph F. The Board of Directors shall have the power but not the
obligation, generally and in specific cases, to indemnify employees and agents
of the Corporation to the same extent as provided in this Article III with
respect to Directors or Officers. The Board of Directors is hereby empowered by
a majority vote of a quorum of disinterested Directors to contract in advance to
indemnify any Director or Officer. The Board of Directors is further empowered,
by majority vote of a quorum of disinterested Directors, to cause the
Corporation to contract in advance to indemnify any person who is not a Director
or Officer who was or is a party to any Proceeding, by reason of the fact that
he or she is or was an employee or agent of the Corporation, or was serving at
the request of the Corporation as Director, Officer, employee or agent of
another corporation, partnership, joint venture trust, employee benefit plan or
other enterprise, to the same extent as if such person were a Director or
Officer.
Paragraph G. To the full extent that Virginia law, as it exists on the
date hereof or may hereafter be amended, permits the limitation or elimination
of the liability of Directors and Officers, a Director or Officer shall not be
liable to the Corporation or its shareholders for any monetary damages in excess
of one dollar.
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Paragraph H. In this Article III:
"Director" means an individual who is or was a director of the
Corporation or an individual who, while a director of the Corporation, is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise. A director is
considered to be serving an employee benefit plan at the Corporation's request
if his duties to the corporation also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of the plan.
"Director" includes the estate or personal representative of a director.
"Officer" means an individual who is or was an officer of the
Corporation or an individual who is or was serving at the Corporation's written
request as a director, officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise. An officer is considered to be serving an
employee benefit plan at the Corporation's request if his duties to the
Corporation also impose duties on, or otherwise involve services by, him to the
plan or to participants in or beneficiaries of the plan. "Officer" includes the
estate or personal representative of an officer. Except as set forth above
"Officer" does not include officers of corporations controlled by the
Corporation.
"Expenses" includes but is not limited to counsel fees.
"Liability" means the obligation to pay a judgment, settlement,
penalty, fine, including without limitation any excise tax assessed with respect
to an employee benefit plan, or reasonable Expenses incurred with respect to a
Proceeding.
"Party" includes an individual who was, is, or is threatened to be made
a named defendant or respondent in any Proceeding.
"Proceeding" means any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal.
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ARTICLE IV
DIRECTORS
Paragraph A. The initial directors, whose terms shall expire at the
first shareholders' meeting at which directors are elected, shall be:
Howard M. Armfield Joseph L. Boling
P. O. Box 3 P. O. Box 1306
Middleburg, VA 22117 Middleburg, VA 22117
J. Lynn Cornwell, Jr. William F. Curtis
Box 548 Rt. 2, Box 498
Purcellville, VA 22132 The Plains, VA 22171
Gordon Grayson George A. Horkan, Jr.
Blue Ridge Farm Cleremont Farm
Upperville, VA 22176 Rt. 1, Box 34
Upperville, VA 22176
C. Oliver Iselin, III William S. Leach
P. O. Box 225 P. O. Box 42
Middleburg, VA 22117 Middleburg, VA 22117
John C. Palmer William S. Stokes, III
Rt. 2, Box 183 P. O. Box 720
Marshall, VA 22115 Ayrshire Farm
Upperville, VA 22176
Millicent W. West Edward T. Wright
P. O. Box 236 P. O. Box 424
Upperville, VA 22176 Middleburg, VA 22117
Commencing with the first shareholders' meeting at which directors are
elected, the directors shall be elected at each annual meeting of the
stockholders of the Corporation.
Paragraph B. Advance notice of stockholder nominations for the election
of directors shall be given in the manner provided in the Bylaws of the
Corporation.
Paragraph C. Newly created directorships resulting from any increase in
the number of directors and any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal or other cause shall be
filled only by the affirmative vote of a majority of the remaining directors
then in office, even though less than a quorum of the Board of Directors. Any
director elected in accordance with the preceding sentence shall hold office for
the full term of the new directorship or the remainder of the full term of the
directorship in which the vacancy occurred and until such director's successor
shall have been elected and qualified. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
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ARTICLE V
BYLAW AMENDMENTS
The Board of Directors shall have power to make, alter, amend and
repeal the Bylaws of the Corporation except so far as the Bylaws of the
Corporation adopted by the stockholders shall otherwise provide. Any Bylaws made
by the directors under the powers conferred hereby may be altered, amended or
repealed by the directors or by the stockholders.
ARTICLE VI
SPECIAL VOTING PROVISIONS
Paragraph A. An amendment to the Articles of Incorporation of the
Corporation shall be approved if:
1. A majority of the votes entitled to be cast by each
voting group entitled to vote on such action are cast in favor of such
action; and,
2. Unless such action shall have been approved by at
least two-thirds of the directors who are Continuing Directors, holders
of more than two-thirds of the issued and outstanding shares of the
Corporation's Common Stock vote in favor of such action.
Paragraph B. Any director may only be removed from office with or
without cause, but only if at least seventy-five percent (75%) of the votes cast
on such action are cast in favor of such action.
Paragraph C. Any merger or share exchange to which the Corporation is a
party or any direct or indirect sale, lease, exchange or other disposition of
all or substantially all of the Corporation's property, otherwise than in the
usual and regular course of business, shall be approved if:
1. A majority of the votes entitled to be cast by each
voting group entitled to vote on such action are cast in favor of such
action; and,
2. Unless such action shall have been approved by at
least two-thirds of the directors who are Continuing Directors, at
least two-thirds of the issued and outstanding shares of the
Corporation's Common Stock vote in favor of such action.
This Paragraph C shall not affect the power of the Board of Directors
to condition its submission of any plan of merger, share exchange or direct or
indirect sale, lease, exchange or other disposition of all or substantially all
of the Corporation's property, otherwise than in the usual and regular course of
business, on any basis, including the requirement of a greater vote.
Paragraph D. For purposes of these Articles of Incorporation an
abstention or failure to vote shall not be considered a vote in favor of or
opposing any particular action.
Paragraph E. For purposes of this Article VI, a Continuing Director is
(i) any individual who is an initial director named in these Articles of
Incorporation, or (ii) any individual who has been elected to the Board of
Directors of the Corporation at an annual meeting of the stockholders of the
Corporation more than one time or (iii) any individual who was elected to fill a
vacancy on the Board of Directors and received the affirmative vote of a
majority of the Continuing Directors then on the Board of Directors and
thereafter elected to the Board of Directors at an annual meeting of the
stockholders of the Corporation at least one time.
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ARTICLE VII
REGISTERED OFFICE AND AGENT
The post office address of the initial registered office is Cleremont
Farm, Rt. 2, Box 34, Upperville, Virginia 22176, which is located in the County
of Loudon. The name of the initial registered agent is George A. Horkan, Jr.,
who is a resident of Virginia and a member of the Virginia State Bar, and whose
business office is the same as the registered office of the Corporation.