Attached files
Exhibit
3.1
ARTICLES
OF INCORPORATION
OF
VILLAGE
BANK AND TRUST FINANCIAL CORP.
(restated
in electronic format only as of May 18, 2005)
These
Articles of Incorporation filed pursuant to Title 13.1 of the Code of Virginia
provide:
Article
I - NAME
The name of the Corporation
is:
VILLAGE
BANK AND TRUST FINANCIAL CORP.
Article
II - PURPOSES
The
purpose of the Corporation is to own and operate banks, to engage in any and all
other lawful businesses, and to have and exercise any and all powers which are
permitted corporations organized under the laws of Virginia.
Article
III - 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:
Number
of
Class
Shares
Par
Value
Common
Stock
10,000,000 $
4.00
Preferred
Stock 1,000,000 $ 4.00
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 except only as
otherwise provided in any articles of amendment applicable to any series of
Preferred Stock, and as otherwise expressly provided by the then existing
statutes of Virginia. The holders of the Common Stock shall have one
vote for each share of Common Stock held by them. Except as may be
set forth in any articles of amendment applicable to shares of Preferred Stock,
the holders of the Common Stock shall be entitled to receive the net assets of
the Corporation upon dissolution.
96
Paragraph D. Authority is
expressly vested in the Board of Directors to divide the Preferred Stock into
and issue the same in series and, to the fullest extent permitted by law, to fix
and determine the preferences, limitations and relative rights of the shares of
any series so established, and to provide for the issuance thereof.
Prior to the issuance of any share of a
series of Preferred Stock, the Board of Directors shall establish such series by
adopting a resolution setting forth the designation and number of shares of the
series and the preferences, limitations and relative rights thereof, and the
Corporation shall file with the Commission articles of amendment as required by
law, and the Commission shall have issued a certificate of
amendment.
Article
IV - ELECTION OF DIRECTORS
The
management, control and governance of the Corporation shall be vested in the
Board of Directors, which shall be composed of no less than seven nor more than
twenty-five Directors. The number of Directors shall be established
by the Bylaws of the Corporation, but the minimum and maximum number of
Directors may not be changed except by amendment to the Articles of
Incorporation. The Directors shall be divided into three groups,
Groups A, B, and C, as nearly as possible equal in number. At the
first annual meeting of the shareholders of the
Corporation. Directors of one Group shall be elected for a term of
one year, Directors of a second Group shall be elected for a term of two years,
and Directors of the third Group shall be elected for a term of three
years. Upon the expiration of their initial term of office, Directors
of each Group shall be elected for three-year terms. All Directors
shall remain in office until their successors have been duly elected by the
shareholders and qualified.
Article
V - REGISTERED OFFICE AND REGISTERED AGENT
The
initial registered office of the Corporation is Two James Center, 17th
Floor, 1021 East Cary Street, P.O. Box 1320, Richmond, Virginia
23218-1320. The initial registered agent is Wayne A. Whitham, Jr.,
whose business address is the same as the Corporation’s registered office, and
who is a resident of Virginia and a member of the Virginia State
Bar.
Article
VI - IDEMNIFICATION AND ELIMINATION OF LIABILITY
1. Indemnification of Directors
and Officers. Except as provided in Section 2 of this Article,
and to the full extent authorized by the Code of Virginia, the Corporation shall
indemnify every individual made a party a proceeding because he is or was a
Director or Officer against liability incurred in the proceeding if: (i) he
conducted himself in good faith, (ii) he believed, in the case of conduct in his
official capacity with the Corporation, that his conduct was in its best
interests and, in all other cases, that his conduct was at least not opposed to
its best interests (or in the case of conduct with respect to an employee
benefit plan, that his conduct was for a purpose he believed to be in the
interests of the participants and beneficiaries of the plan), and (iii) he had
no reasonable cause to believe, in the case of any criminal proceeding, that his
conduct was unlawful.
2. Indemnification Not
Permitted. The Corporation shall not indemnify any individual
against his willful misconduct or a knowing violation of the criminal law or
against any liability incurred by him in any proceeding charging improper
personal benefit to him, whether or not by or in the right of
97
the Corporation or involving
action in his official capacity, in which he was adjudged liable by a court of
competent jurisdiction on the basis that personal benefit was improperly
received by him.
3. Effect of Judgment or
Conviction. The termination of a proceeding by judgment,
order, settlement or conviction shall not, of itself, constitute a determination
that an individual did not meet the standard of conduct set forth in Section l
of this Article or that the conduct of such individual was willful misconduct or
a knowing violation of the criminal law.
4. Determination and
Authorization. Unless ordered by a court of competent
jurisdiction, any indemnification under Section l of this Article shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the individual is permissible in the circumstances
because: (i) he met the standard of conduct set forth in Section 1 and, with
respect to a proceeding by or in the right of the Corporation in which such
individual was adjudged liable to the Corporation, he is fairly and reasonably
entitled to indemnification in view of all of the relevant circumstances even
though he was adjudged liable and (ii) the conduct of such individual did not
constitute willful misconduct or a knowing violation of the criminal
law.
Such
determination shall be made: (i) by the Board of Directors by a majority vote of
a quorum consisting of Directors not at the time parties to the proceedings, or
(ii) if such a quorum cannot be obtained, by a majority vote of a committee duly
designated by the Board of Directors (in which designated Directors who are
parties may participate), consisting solely of two or more directors not at the
time parties to the proceeding, or (iii) by special legal counsel selected by
the Board of Directors or its committee in the manner heretofore provided or, if
such a quorum of the Board of Directors cannot be obtained and such a committee
cannot be designated, selected by a majority vote of the Board of Directors (in
which selected Directors who are parties may participate), or (iv) by the
shareholders, but shares owned by or voted under the control of individuals who
are at the time parties to the proceeding may not be voted on the
determination. Authorization of indemnification, evaluation as to
reasonableness of expenses and determination and authorization of advancements
for expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization or indemnification and evaluation as to
reasonableness of expenses shall be made by those selecting such
counsel.
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 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.
No
amendment, modification or repeal of this Article shall diminish the rights
provided hereby or 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 occurring before the
adoption of such amendment, modification or repeal.
5. Advance for
Expenses. Subject to applicable federal law, the Corporation
may pay for or reimburse the reasonable expenses incurred by an individual who
is a party to a proceeding in advance of final disposition of the proceeding if:
(i) he furnished the Corporation a written statement of his good faith belief
that he has met the standard of conduct described in Section 1 of this Article
and a written undertaking, executed personally or on his behalf, to repay the
advance if it is ultimately determined that indemnification of such individual
in the specific case is not permissible, and (ii) a determination is made
98
that the facts then known to those
making the determination would not preclude indemnification under this
Article. An undertaking furnished to the Corporation in accordance
with the provisions of this Section shall be an unlimited general obligation of
the individual furnishing the same but need not be secured and may be accepted
by the Corporation without reference to financial ability to make
repayment.
6. Indemnification of Employees
and Agents. The Corporation may, but shall not be required to,
indemnify and advance expenses to employees and agents of the Corporation to the
same extent in this Article with respect to Directors and Officers.
7. Elimination Of Liability of
Directors and Officers. Except as provided in section 8 of
this Article, in any proceeding brought by or in the right of the Corporation or
brought by or on behalf of shareholders of the Corporation, a Director or
Officer of the Corporation shall not be liable in any monetary amount for
damages arising out of or resulting from a single transaction, occurrence or
course of conduct.
8. Liability of Directors and
Officers Not Eliminated. The liability of a Director or
Officer shall not be eliminated in accordance with the provisions of Section 7
of this Article if the Director or Officer engaged in willful misconduct or a
knowing violation of the criminal law or of any federal or state securities law,
including without limitation, any claim of unlawful insider trading or
manipulation of the market for any security.
9. Insurance. 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, or employee, agent or consultant of the Corporation 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.
10. Definitions. In
this Article:
“Director”
and “Officer” mean an individual who is or was director or officer of the
Corporation, as the case may be, or who, while a director or officer 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 or Officer shall be 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.
“Individual”
includes, unless the context requires otherwise, the estate, heirs, executors,
personal representatives and administrators of an individual.
“Expenses”
includes but is not limited to counsel fees.
“Liability”
means the obligation to pay a judgment, settlement, penalty, fine, including any
excise tax assessed with respect to an employee benefit plan, or reasonable
expenses incurred with respect to a proceeding.
“Official
Capacity” means: (i) when used with respect to a Director, the office of
Director in the Corporation, (ii) when used with respect to an officer, the
office in the Corporation held by him, or
99
(iii) when used with respect to an
employee or agent, the employment or agency relationship undertaken by him on
behalf of the corporation.
“Party”
includes an individual who was, is, or threatened to be made a named defendant
or respondent in a proceeding.
“Proceeding”
means any threatened, pending or completed action, suit, or proceeding, whether
civil, criminal, administrative or investigative and whether formal or
informal.
11. Provisions Not
Exclusive. As authorized by the Virginia Code, the provisions
of this Article are in addition to and not in limitation of the specific powers
of a corporation to indemnify directors and officers set forth
therein. If any provision of this Article shall be adjudicated
invalid or unenforceable by a court of competent jurisdiction, such adjudication
shall not be deemed to invalidate or otherwise affect any other provision hereof
or any power of indemnity which the Corporation may have under the Virginia Code
or other laws of the Commonwealth of Virginia.
Article
VII - SHAREHOLDER APPROVAL REQUIRED
An
amendment of these Articles of Incorporation, a plan of merger or share
exchange, a transaction involving the sale of all or substantially all the
Corporation’s assets other than in the regular course of business, or a plan of
dissolution shall be approved by the vote of a majority of all the votes
entitled to be cast on such transactions by each voting group entitled to vote
on the transaction at a meeting at which a quorum of the voting group is
present, provided that the transaction has been approved and recommended by at
least two-thirds of the Directors in office at the time of such approval and
recommendation. If the transaction is not so approved and recommended
by at least two-thirds of the Directors in office, then the transaction shall be
approved by the vote of eighty percent or more of all the votes entitled to be
cast on such transactions by each voting group entitled to vote on the
transaction.
100