EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
AMERICASBANK CORP.
FIRST: I, Kenneth D. Pezzulla, whose post office address is 401
Washington Avenue, Towson, Maryland 21204, being at least eighteen (18) years of
age, hereby form a corporation under and by virtue of the Corporations and
Associations Article of the Annotated Code of Maryland (the "Corporations
Article") and the General Laws of the State of Maryland.
SECOND: The name of the corporation (the "Corporation") is
AMERICASBANK CORP.
THIRD: The purposes for which the Corporation is formed are:
(a) To own and hold the stock of financial institutions and otherwise
operate as a financial institution holding company;
(b) To carry on the business described above and any other related or
unrelated business and activity in the State of Maryland, in any state,
territory, district, or dependency of the United States, or in any foreign
country; and
(c) To do anything permitted in Section 2-103 of the Corporations
Article, as amended from time to time.
FOURTH: The post office address of the principal office of the Corporation
in this State is 3621 E. Lombard Street, Baltimore, Maryland 21224. The name and
post office address of the resident agent of the Corporation in this State are
Kenneth D. Pezzulla, 401 Washington Avenue, Towson, Maryland 21204. The resident
agent is an individual actually residing in this State.
FIFTH: The total authorized capital stock of the Corporation is Ten
Million (10,000,000) shares, consisting of Five Million
(5,000,000) shares of common stock, with a par value of $.01 per share, and Five
Million (5,000,000) shares of preferred stock, with a par value of $.01 per
share. The aggregate par value of all authorized shares is $100,000.
The designations and the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption of the shares of each class of stock are as follows:
(a) Common Stock. Subject to all of the rights of holders of any
preferred stock established pursuant to paragraph (b) of this Article Fifth,
each share of common stock 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 the Corporation's Charter, including, but not limited
to, the following rights and privileges:
(i) dividends 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 dividends;
(ii) the holders of common stock shall have the right to vote
for the election of directors and on all other matters requiring
shareholder action, each share being entitled to one vote; and
(iii) 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.
The Board of Directors by articles supplementary to these Articles of
Incorporation, may classify or reclassify any unissued shares of common stock
from time to time by setting or changing the designations, preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends and terms or conditions of redemption.
(b) 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 such preferred stock, including the designation,
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption shall be as set forth in resolutions adopted by the Board of
Directors and in Articles Supplementary filed as required by law from time to
time prior to the issuance of any shares of such series.
SIXTH: The number of directors of the Corporation shall be nine (9),
which number may be increased or decreased pursuant to the By-Laws of the
Corporation, but shall never be less than three (3), unless the number of
shareholders is less than three (3), in which case the number of directors shall
not be less than the number of shareholders. The names of the directors who
shall act until the first annual meeting of the shareholders or until their
successors are duly elected and qualified are: Henry A. Berliner, Jr., King V.
Cheek, Patricia D'Alessandro, William A. Fogle, Jr., J. Clarence Jameson, III,
Kemp Jayadeva, Norman H. Katz, Larry D. Ohler and Kenneth D. Pezzulla.
SEVENTH: (a) As used in this Article Seventh, any word or words that are
defined in Section 2-418 of the Corporations Article, as amended from time to
time (the "Indemnification Section"), shall have the same meaning as provided in
the Indemnification Section.
(b) The Corporation shall indemnify and advance expenses to a
director or officer of the Corporation in connection with a proceeding to the
fullest extent permitted by and in accordance with the Indemnification Section.
(c) With respect to an employee or agent, other than a director or
officer of the Corporation, the Corporation may, as determined by the Board of
Directors of the Corporation, indemnify and advance expenses to such employee or
agent in connection with a proceeding to the fullest extent permitted by and in
accordance with the Indemnification Section.
(d) Neither the amendment nor repeal of this Article Seventh, nor the
adoption of any provision to the Charter of the Corporation inconsistent with
this Article, shall eliminate or reduce the protection afforded by this Article
to a director or an officer of the Corporation with respect to his act or
failure to act which occurred prior to such amendment, repeal or adoption.
EIGHTH: In carrying on its business, or for the purpose of attaining or
furthering any of its objects, the Corporation shall have all of the rights,
powers, and privileges granted to corporations by the laws of the State of
Maryland, as well as the power to do any and all acts and things that a natural
person or partnership could do, as now or hereafter authorized by law, either
alone or in partnership or conjunction with others. In furtherance and not in
limitation of the powers conferred by law, the powers of the Corporation and of
its directors and shareholders shall include the following:
(a) The Corporation reserves the right to adopt from time to time any
amendment to its Charter, as now or hereafter authorized by law, including any
amendment that alters the contract rights, as expressly set forth in the
Charter, of any outstanding stock.
(b) The Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time of shares of the Corporation's stock of
any class or series, whether now or hereafter authorized, or securities
convertible into shares of its stock, of any class or classes or series, whether
now or hereafter authorized, for such consideration as the Board of Directors
deems advisable.
NINTH: To the full extent permitted under the Corporations Article as in
effect on the date hereof, or as hereafter from time to time amended, no
director or officer shall be liable to the Corporation or to its shareholders
for money damages for any breach of any duty owed by such director or officer to
the Corporation or any of its shareholders. Neither the amendment nor repeal of
this Article Ninth, nor the adoption of any provision to the Charter of the
Corporation inconsistent with this Article, shall eliminate or reduce the
protection afforded by this Article
to a director or officer or former director or officer of the Corporation with
respect to any matter which occurred, or any cause of action, suit or claim
which but for this Article would have accrued or arisen, prior to such
amendment, repeal or adoption.
IN WITNESS WHEREOF, I do hereby acknowledge these Articles of Incorporation
to be my act this 31st day of May, 1996.
/s/ Kenneth D. Pezzulla (SEAL)
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Kenneth D. Pezzulla