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EXHIBIT 3.1
FIRSTIER BANCORP, INC.
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
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FIRSTIER BANCORP, INC., A COLORADO CORPORATION, IN ACCORDANCE WITH
SECTION 7-110-106 OF THE COLORADO BUSINESS CORPORATION ACT ("CBCA"), HEREBY
ADOPTS AND FILES ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION, AND
SETS FORTH THE FOLLOWING:
1. NAME. THE NAME OF THE CORPORATION IS FIRSTIER BANCORP, INC.
2. NAME CHANGE. THE ARTICLES OF INCORPORATION ARE HEREBY AMENDED BY
DELETING IN ITS ENTIRETY ARTICLE I AND SUBSTITUTING IN LIEU THEREOF THE
FOLLOWING NEW ARTICLE I:
ARTICLE I
THE NAME OF THE CORPORATION SHALL BE FIRSTIER CORPORATION.
3. ADOPTION. THIS AMENDMENT WAS ADOPTED BY THE UNANIMOUS WRITTEN
CONSENT OF THE BOARD OF DIRECTORS AND SHAREHOLDERS OF THE CORPORATION ON
NOVEMBER 12,1999 IN CONFORMITY WITH THE CBCA.
DATED: NOVEMBER 12, 1999 FIRSTIER BANCORP, INC.
BY: /S/ TIMOTHY D. WIENS
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TIMOTHY D. WIENS, PRESIDENT
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ARTICLES OF INCORPORATION
OF
FIRSTIER BANCORP, INC.
The undersigned natural person of the age of at least eighteen (18)
years, acting as incorporator, hereby establishes a corporation ("Corporation")
pursuant to the provisions of the Colorado Business Corporation Act, and hereby
adopts the following Articles of Incorporation for the Corporation:
ARTICLE I
Name
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The name of the Corporation shall be FirsTier Bancorp, Inc.
ARTICLE II
Duration
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The period of duration of the Corporation shall be perpetual.
ARTICLE III
Purpose
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The purpose for which the Corporation is organized is the transaction
of all lawful business for which corporations may be incorporated pursuant to
Colorado law.
ARTICLE IV
Shares
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The total number of shares of all classes which the Corporation has
authority to issue is 70,000,000 of which 50,000,000 shares shall be Common
Stock, and 20,000,000 shares shall be Preferred Stock.
The designations and the preferences, conversion and other rights,
voting powers, restrictions, limitations as to distributions, qualifications,
and terms and conditions of redemption of the shares of each class of stock are
as follows:
COMMON STOCK
Subject to all of the rights of the Preferred Stock as expressly
provided herein, by law or by the Board of Directors pursuant to this Article,
the Common Stock of the Corporation shall possess all such rights and privileges
as are afforded to capital stock by applicable law in the absence of any express
grant of rights or privileges in these Articles of Incorporation, including, but
not limited to, the following rights and privileges:
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(a) distributions may be declared and paid or set apart for
payment upon the Common Stock out of any assets or funds of the
Corporation legally available for the payment of distributions;
(b) the holders of Common Stock shall have the right to vote
for the election of directors and on all other matters requiring
stockholder action, each share being entitled to one vote; and
(c) upon the voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the net assets of the Corporation
shall be distributed pro rata to the holders of the Common Stock in
accordance with their respective rights and interests.
PREFERRED STOCK
The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more series. The description of shares of each
series of Preferred Stock, including any preferences, conversion and other
rights, voting powers, restrictions, limitations as to distributions,
qualifications, and terms and conditions of redemption shall be as set forth in
resolutions adopted by the Board of Directors and in Articles of Amendment to
State Terms of Series Shares filed as required by law from time to time prior to
the issuance of any shares of such series.
The Board of Directors is expressly authorized, prior to issuance, by
adopting resolutions providing for the issuance of, or providing for a change in
the number of, shares of any particular series of Preferred Stock and, if and to
the extent from time to time required by law, by filing Articles of Amendment to
State Terms of Series Shares to set or change the number of shares to be
included in each series of Preferred Stock and to set or change in any one or
more respects the designations, preferences, conversion or other rights, voting
powers, restrictions, limitations as to distributions, qualifications, or terms
and conditions of redemption relating to the shares of each such series.
Notwithstanding the foregoing, the Board of Directors shall not be authorized to
change the right of the Common Stock of the Corporation to vote one vote per
share on all matters submitted for shareholder action. The authority of the
Board of Directors with respect to each series of Preferred Stock shall include,
but not be limited to, setting or changing the following:
(a) the distinctive serial designation of such series and the
number of shares constituting such series (provided that the aggregate
number of shares constituting all series of Preferred Stock shall not
exceed 20,000,000);
(b) the annual distribution rate on shares of such series,
whether
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distributions shall be cumulative and, if so, from which date or dates;
(c) whether the shares of such series shall be redeemable and,
if so, the terms and conditions of such redemption, including the date
or dates upon and after which such shares shall be redeemable, and the
amount per share payable in case of redemption, which amount may vary
under different conditions and at different redemption dates;
(d) the obligation, if any, of the Corporation to redeem or
repurchase shares of such series pursuant to a sinking fund;
(e) whether shares of such series shall be convertible into,
or exchangeable for, shares of stock of any other class or classes and,
if so, the terms and conditions of such conversion or exchange,
including the price or prices or the rate or rates of conversion or
exchange and the terms of adjustment, if any;
(f) whether the shares of such series shall have voting
rights, in addition to the voting rights provided by law, and, if so,
the terms of such voting rights;
(g) the rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation; and
(h) any other relative rights, powers, preferences,
qualifications, limitations or restrictions thereof relating to such
series which may be authorized or permitted under the Colorado Business
Corporation Act.
The shares of Preferred Stock of any one series shall be identical with
each other in all respects except as to the dates from and after which dividends
thereon shall cumulate, if cumulative.
ARTICLE V
Cumulative Voting
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Cumulative voting shall not be allowed in elections of directors or for
any other purpose.
ARTICLE VI
Preemptive Rights
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Holders of shares of the Corporation shall have no preemptive rights to
purchase additional shares of the Corporation's stock.
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ARTICLE VII
Registered Office and Agent
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The street address of the Corporation's registered office in Colorado
is:
1625 Broadway, Suite 1600
Denver, Colorado 80202
The name of the Corporation's registered agent at the address of the
aforesaid registered office is:
Reid A. Godbolt
ARTICLE VIII
Principal Office
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The address of the Corporation's principal office is:
11210 Huron Street
Northglenn, Colorado 80234
ARTICLE IX
Directors
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The affairs of the Corporation shall be governed by a Board of
Directors consisting of not less than one director, with the number of directors
specified in or fixed in accordance with the Bylaws of the Corporation, as may
be amended from time to time, except as to the number constituting the initial
board which number shall be three.
The Board of Directors shall be divided into three (3) classes, each
class to be as nearly equal in number as possible. The terms of office of
directors of the first class are to expire at the first annual meeting of
shareholders after their election, those of the second class is to expire at the
second annual meeting after their election, and those of the third class is to
expire at the third annual meeting after their election. Thereafter, each
director shall serve for a term ending on the date of the third annual meeting
of shareholders following the annual meeting at which such director was elected.
This divided Board of Directors provision shall not be altered or repealed
without the affirmative vote of the holders of at least two-thirds of the shares
entitled to vote in the election of directors. The directors may not amend or
repeal this divided Board of Directors provision.
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The initial Board of Directors, divided by class, shall be:
Class I Michael J. Nelson
Class II Timothy D. Wiens
Class III Joel H. Wiens
ARTICLE X
Elimination of Personal Liability of a Director
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To the fullest extent permitted by Colorado law, as the same exists or
may hereafter be amended, a director of the Corporation shall not be liable to
the Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director.
ARTICLE XI
Indemnification of Directors
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The Corporation shall indemnify and advance expenses to directors and
officers of the Corporation to the fullest extent permitted by Colorado law, as
the same exists or may hereafter be amended.
ARTICLE XII
Voting Requirements
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The affirmative vote of the holders of not less than two-thirds of the
shares entitled to vote thereupon shall be required for approval or
authorization of any (i) merger or consolidation of the Corporation with or into
any other corporation; or (ii) sale, lease, exchange or other disposition of all
or substantially all of the assets of the Corporation to any other corporation,
person or entity; or (iii) the dissolution of the Corporation.
ARTICLE XIII
Amendments
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These Articles of Incorporation of the Corporation can only be amended
or repealed by the affirmative vote of the holders of at least two-thirds of the
shares entitled to vote thereon.
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ARTICLE XV
Incorporator
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The name and address of the incorporator of the Corporation is as
follows:
Name Address
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Reid A. Godbolt 1625 Broadway, Suite 1600
Denver, Colorado 80202
IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed
his signature on the 9th day of September, 1999.
/s/ Reid A. Godbolt
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Reid A. Godbolt, Incorporator
CONSENT OF REGISTERED AGENT
I hereby consent to my appointment as initial Registered Agent of the
Corporation in the foregoing Articles of Incorporation.
/s/ Reid A. Godbolt
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Reid A. Godbolt, Registered Agent
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