EXHIBIT 3(A)
Articles of Incorporation of the Company
ARTICLES OF INCORPORATION
OF
AMERICA'S BANCORP, INC.
ARTICLE I. Name. The name of the corporation is:
America's Bancorp, Inc.
ARTICLE II. Purpose. The purpose of the Corporation is to engage in any
lawful act or business for which corporations may be formed under the Virginia
Stock Corporation Act.
ARTICLE III. Capital Stock. The number of shares of stock of all
classes which the Corporation shall have authority to issue is six million
(6,000,000), five million (5,000,000) of which shall be Common Stock, par value
$.01 per share and one million (1,000,000) of which shall be preferred stock,
par value $.01 per share. The Board of Directors, by action of a majority of the
full Board of Directors, shall have the authority to issue the shares of
preferred stock from time to time on such terms as it may determine, and to
divide the preferred stock into one or more classes or series, and, in
connection with the creation of such classes or series to fix by resolution or
resolutions the designations, voting powers, preferences, participation,
redemption, sinking fund, conversion, dividend, and other optional or special
rights of such classes or series, and the qualifications, limitations or
restrictions thereof.
ARTICLE IV. Preemptive Rights. The holders of the capital stock of the
Corporation shall not have any preemptive or preferential rights to purchase or
otherwise acquire any shares of any class of capital stock of the corporation,
whether now or hereafter authorized, except as the Board of Directors may
specifically provide.
ARTICLE V. Cumulative Voting. The holders of the capital stock of the
Corporation shall not have the right to cumulate votes in the election of
directors.
ARTICLE VI. Limitation of Liability and Indemnification.
(1) To the full extent that the Virginia Stock Corporation Act, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors or officers, a director or officer of
the Corporation shall not be liable to the Corporation or its shareholders for
monetary damages.
(2) To the full extent permitted and in the manner prescribed by the
Virginia Stock Corporation Act and any other applicable law, the Corporation
shall indemnify a director or officer of the Corporation who is or was a party
to any proceeding by reason of the fact that he is or was such a director or
officer 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, employee benefit plan or other enterprise. The Board of Directors is
hereby empowered, by majority vote of a quorum of disinterested directors, to
contract in advance to indemnify any director or officer.
(3) The Board of Directors is hereby empowered, by majority vote of a
quorum of disinterested directors, to cause the Corporation to indemnify or
contract in advance to indemnify any director, and to cause the Corporation to
indemnify or contract in advance to indemnify any person not specified in
Section 2 of this Article who was or is a party to any proceeding, by reason of
the fact that he is or was an employee or agent of the Corporation, or is 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
specified as one to whom indemnification is granted in Section 2.
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(4) Notwithstanding any other provisions in this Article VI, the
Corporation shall indemnify a director who entirely prevails in the defense of
any proceeding to which he was a party because he is or was a director of the
Corporation against reasonable expenses incurred by him in connection with the
proceeding.
(5) The Corporation may purchase and maintain insurance to indemnify it
against the whole or any portion of the liability assumed by it in accordance
with this Article and may also procure insurance, in such amounts as the Board
of Directors may determine, 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, trust, employee benefit plan or other
enterprise, against any liability asserted against or incurred by any such
person in any such capacity or arising from his status as such, whether or not
the Corporation would have power to indemnify him against such liability under
the provisions of this Article.
(6) In the event there has been a change in the composition of a
majority of the Board of Directors after the date of the alleged act or omission
with respect to which indemnification is claimed, any determination as to
indemnification and advancement of expenses with respect to any claim for
indemnification made pursuant to Section 2 of this Article VI shall be made by
special legal counsel agreed upon by the Board of Directors and the proposed
indemnitee. If the Board of Directors and the proposed indemnitee are unable to
agree upon such special legal counsel, the Board of Directors and the proposed
indemnitee each shall select a nominee, and the nominees shall select such
special legal counsel.
(7) The provisions of this Article VI shall be applicable to all
actions, claims, suits or proceedings commenced after the adoption hereof,
whether arising from any action taken or failure to act before or after such
adoption. No amendment, modification or repeal of this Article shall diminish
the rights provided hereby or diminish the right to indemnification with respect
to any claim, issue or matter in any then pending or subsequent proceeding that
is based in any material respect on any alleged action or failure to act prior
to such amendment, modification or repeal.
(8) The provisions of this Article VI shall not be exclusive of any
other indemnification to which such persons may be entitled under any bylaw,
agreement, statute, vote of shareholders or disinterested directors, or
otherwise.
(9) Reference herein to directors, officers, employees or agents shall
include former directors, officers, employees and agents and their respective
heirs, executors and administrators.
ARTICLE VII. Registered Office. The Corporation's initial registered
office shall be located at 4912 Van Masdag Court, Annandale, Fairfax County,
Virginia. The Corporation's initial registered agent shall be David G.
Russell, a resident of Virginia and a director of the Corporation.
ARTICLE VIII. Directors. The number of directors constituting the
entire board shall be not less than five (5) nor more than twenty-five (25), the
exact number of which as may be fixed from time to time in accordance with the
bylaws, provided that the number of directors shall not be reduced so as to
shorten the term of any director then in office, and further provided that the
number of directors shall be fifteen (15) until otherwise fixed by a majority of
the board.
ARTICLE IX. Factors to be Considered in Certain Transactions. In the
event the board of directors shall evaluate a business combination or other
offer of another party to make a tender or exchange offer for any equity
security of the Corporation; merge or consolidate the Corporation with another
corporation; purchase or otherwise acquire all or substantially all of the
properties and assets of the Corporation; engage in any transaction similar to,
or having similar effects as, any of the foregoing (a "business combination"),
the directors shall consider, among other things, the following factors: the
effect of the business combination on the corporation and its subsidiaries, and
their respective shareholders, employees, customers and the communities which
they serve; the timing of the proposed business combination; the risk that the
proposed business combination will not be consummated; the reputation,
management capability and performance history of the person proposing the
business combination; the current market price of the corporation's capital
stock; the relation of the price offered to the current value of the corporation
in a freely
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negotiated transaction and in relation to the directors' estimate of the future
value of the corporation and its subsidiaries as an independent entity or
entities; tax consequences of the business combination to the corporation and
its shareholders; and such other factors deemed by the directors to be relevant.
In such considerations, the board of directors may consider all or certain of
such factors as a whole and may or may not assign relative weights to any of
them. The foregoing is not intended as a definitive list of factors to be
considered by the board of directors in the discharge of their fiduciary
responsibility to the corporation and its shareholders, but rather to guide such
consideration and to provide specific authority for the consideration by the
board of directors of factors which are not purely economic in nature in light
of the circumstances of the corporation and its subsidiaries at the time of such
proposed business combination.
Dated: September 2, 1997 ----------------------------
James I. Lundy, III
Incorporator
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