Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
M&T BANK CORPORATION
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
The undersigned, being the President and Chief Executive Officer and
the Corporate Secretary of M&T Bank Corporation, do hereby restate, certify and
set forth:
(1) The name of the corporation is M&T BANK CORPORATION. The name under
which the corporation was formed is First Empire State Corporation.
(2) The certificate of incorporation was filed by the Department of
State on the 6th day of November, 1969. A first restated certificate of
incorporation was filed by the Department of State on the 19th day of December,
1969; a second restated certificate of incorporation was filed by the Department
of State on the 28th day of April, 1986; a third restated certificate of
incorporation was filed by the Department of State on the 20th day of April,
1989; an amendment to the certificate of incorporation was filed by the
Department of State on the 14th day of March, 1991; a fourth restated
certificate of incorporation was filed by the Department of State on the 8th day
of May, 1997; and an amendment to the certificate of incorporation was filed by
the Department of State on the 29th day of May, 1998.
(3) The text of the certificate of incorporation as amended heretofore
is hereby restated without further amendment or change to read as herein set
forth in full:
"CERTIFICATE OF INCORPORATION
of
M&T BANK CORPORATION
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FIRST: The name of the Corporation is M&T BANK CORPORATION.
SECOND: The purpose or purposes for which it is formed are:
(1) To engage in the business of a bank holding
company.
(2) To acquire by purchase, subscription or
otherwise, and to own and hold and exercise
all the powers and privileges of ownership
and to sell, exchange, or otherwise dispose
of and deal in and with shares, bonds, and
other securities, interests or obligations
issued by any person, corporation, firm, or
other entity, domestic or foreign.
(3) To the extent permitted by law to cause to
be organized, merged or consolidated, any
corporation, firm or other entity, domestic
or foreign.
(4) To the extent permitted by law to render
services, assistance, and advice to, and to
act as representative or agent in any
capacity of, any person, corporation, firm,
or other entity, domestic or foreign.
(5) To arrange for, finance, pay or cause to be
paid the compensation of the directors,
officers or employees of any corporation,
firm, or other entity in the business
affairs of which the Corporation shall have
any interest and to adopt, alter or amend
any plan or plans for additional
compensation to such directors, officers or
employees.
(6) To purchase, lease, or otherwise acquire,
and to own, improve, mortgage or otherwise
encumber, real and personal property, or any
interest therein wherever situated.
The foregoing purposes shall be construed in furtherance and not in limitation
of powers now or hereafter conferred by the laws of the State of New York.
THIRD: The office of the Corporation is to be located in the City of
Buffalo, County of Erie, and State of New York.
FOURTH: 1. The aggregate number of shares of stock which the
Corporation shall have authority to issue is sixteen million (16,000,000)
shares, divided into two classes, namely, preferred
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shares and common shares. The number of preferred shares authorized is one
million (1,000,000) shares of the par value of one dollar ($1.00) per share. The
number of common shares authorized is fifteen million (15,000,000) shares of the
par value of five dollars ($5.00) per share.
2. Authority is hereby granted to the Board of
Directors at any time and from time to time to issue the preferred shares in one
or more series and for such consideration, not less than the par value thereof,
as may be fixed from time to time by the Board of Directors, and, before the
issuance of any shares of a particular series to fix the designation of such
series, the number of shares to comprise such series, the dividend rate or rates
payable with respect to the shares of such series, the redemption price or
prices, the voting rights, and any other relative rights, preferences and
limitations pertaining to such series. In lieu of issuing a new series, the
Board of Directors may increase the number of shares of a series already
outstanding. Before the issue of any shares of a series established by the Board
of Directors, the Board shall cause to be delivered to the Department of State
the necessary certificate of amendment under the Business Corporation Law of the
State of New York as now in effect or hereafter amended.
3. The description of the common shares and of their
relative rights and limitations are as follows:
(a) Out of the assets of the Corporation which are by
law available for the payment of dividends remaining after all
dividends to which any preferred shares then outstanding shall
be entitled shall have been declared and paid or set apart for
payment for all past dividend periods, dividends may be
declared and paid upon the common shares to the exclusion of
the holders of preferred shares.
(b) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the
holders of record of any preferred shares then outstanding
shall be entitled to be paid the amount which the Board of
Directors prior to issuance of such preferred shares fixed to
be paid for each such share upon such liquidation, dissolution
or winding up as set forth in the necessary certificate of
amendment, as required by Article FOURTH, Paragraph 2 above
plus accumulated dividends on such shares up to the date of
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such liquidation, dissolution or winding up of the Corporation
and no more. After payment to the holders of any preferred
shares then outstanding of the amount payable to them as
aforesaid, the remaining assets of the Corporation shall be
payable to and distributed ratably among the holders of record
of the common shares.
(c) The holders of the common shares shall vote share
for share, together with the holders of any series of the
preferred shares entitled to have voting rights except as may
be provided by the Board of Directors with respect to any
other series of the preferred shares.
FIFTH: The Secretary of State is designated as the agent of the
Corporation upon whom process against the Corporation may be served. The post
office address to which the Secretary of State shall mail a copy of any process
against the Corporation served upon him is Richard A. Lammert, One M&T Plaza,
12th Floor, Buffalo, New York 14203-2399.
SIXTH: No holder of shares of the Corporation of any class, now or
hereafter authorized, shall have any preferential or preemptive right to
subscribe for, purchase or receive any shares of the Corporation of any class,
now or hereafter authorized, or any options or warrants for such shares, or any
rights to subscribe to or purchase such shares, or any securities convertible
into or exchangeable for such shares, which may at any time be issued, sold or
offered for sale by the Corporation.
SEVENTH: As to any act or omission occurring after the adoption of this
provision, a director of the Corporation shall, to the maximum extent permitted
by the laws of the State of New York, have no personal liability to the
Corporation or any of its stockholders for damages for any breach of duty as a
director, provided that this Article SEVENTH shall not eliminate or reduce the
liability of a director in any case where such elimination or reduction is not
permitted by law."
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(4) This restatement, without amendment or change, of the certificate
of incorporation of M&T Bank Corporation was authorized, pursuant to section
807(a) of the Business Corporation Law, by vote of the board of directors of the
Corporation.
IN WITNESS WHEREOF, the undersigned have executed, signed and verified
this certificate this 29th day of May, 1998.
M&T BANK CORPORATION
By: /s/ Robert G. Wilmers
Robert G. Wilmers
President and Chief Operating Officer
By: /s/ Marie King
Marie King
Corporate Secretary
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STATE OF NEW YORK )
) SS.:
COUNTY OF ERIE )
Robert G. Wilmers and Marie King, being first duly sworn,
depose and say that they are respectively, the President and Chief Executive
Officer and the Corporate Secretary of M&T Bank Corporation, that they have read
the foregoing certificate and know the contents thereof and that the statements
therein contained are true.
/s/ Robert G. Wilmers
---------------------------------
Robert G. Wilmers
/s/ Marie King
---------------------------------
Marie King
Sworn to before me
this 29th day of May, 1998
/s/ Timothy G. McEvoy
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Notary Public
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RESTATED CERTIFICATE OF INCORPORATION
OF
M&T BANK CORPORATION
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
Dated: May 29, 1998
Filer: Richard A. Lammert, Esq.
Senior Vice President and General Counsel
M&T Bank Corporation
One M & T Plaza
Buffalo, New York 14240
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