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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
PSB BANCORP, INC.
FIRST. The name of the Corporation is PSB Bancorp, Inc.
SECOND. The location and post office address of the Corporation's
registered office in this Commonwealth is 11 Penn Center, Suite 2601, 1835
Market Street, Philadelphia, Pennsylvania 19103.
THIRD. The purpose of the Corporation is and it shall have unlimited power
to engage in and to do any lawful act concerning any or all lawful business for
which corporations may be incorporated under provisions of the Business
Corporation Law of 1988, the Act approved December, 1988, P.L. 1444, as amended
(the "Pennsylvania Business Corporation Law").
FOURTH. The term of the Corporation's existence is perpetual.
FIFTH. The aggregate number of shares of capital stock which the
Corporation shall have authority to issue is 20,000,000 shares, divided into two
classes consisting of 15,000,000 shares of common stock without par value
("Common Stock") and 5,000,000 shares of preferred stock, having such par value
as the board of directors shall fix and determine, as provided in Article SIXTH
below ("Preferred Stock").
SIXTH. The Preferred Stock may be issued from time to time as a class
without series or, if so determined by the board of directors of the
Corporation, either in whole or in part, in one or more series. There is hereby
expressly granted to and vested in the board of directors of the Corporation
authority to fix and determine (except as fixed and determined herein), by
resolution, the par value, voting powers, full or limited, or no voting powers,
and such designations, preferences and relative, participating, optional or
other special rights, if any, and the qualifications, limitations or
restrictions thereof, if any, including specifically, but not limited to, the
dividend rights, conversion rights, redemption rights and liquidation
preferences, if any, of any wholly unissued series of Preferred Stock (or the
entire class of Preferred Stock if none of such shares have been issued), the
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number of shares constituting any such series and the terms and conditions of
the issue thereof. Prior to the issuance of any shares of Preferred Stock, a
statement setting forth a copy of each such resolution or resolutions and the
number of shares of Preferred Stock of each such class or series shall be
executed and filed in accordance with the Pennsylvania Business Corporation Law.
Unless otherwise provided in any such resolution or resolutions, the number of
shares of capital stock of any such class or series so set forth in such
resolution or resolutions may thereafter be increased or decreased (but not
below the number of shares then outstanding), by a statement likewise executed
and filed setting forth a statement that a specified increase or decrease
therein had been authorized and directed by a resolution or resolutions likewise
adopted by the board of directors of the Corporation. In case the number of such
shares shall be decreased, the number of shares so specified in the statement
shall resume the status they had prior to the adoption of the first resolution
or resolutions.
SEVENTH. Each holder of record of Common Stock shall have the right to one
vote for each share of Common Stock standing in such holder's name on the books
of the Corporation. No shareholder shall be entitled to cumulate any votes for
the election of directors.
EIGHTH. The management, control and government of the Corporation shall be
vested in a board of directors consisting of not less than four (4) nor more
than twenty-five (25) members in number, as fixed by the board of directors of
the Corporation from time to time. The directors of the Corporation shall be
divided into three classes: Class I, Class II and Class III. Each Class shall be
as nearly equal in number as possible. If the number of Class I, Class II or
Class III directors is fixed for any term of office, it shall not be increased
during that term, except by a majority vote of the board of directors. The term
of office of the initial Class I directors shall expire at the annual election
of directors by the shareholders of the Corporation in 1999; the term of office
of the initial Class II directors shall expire at the annual election of
directors by the shareholders of the Corporation in 2000; and the term of office
of the initial Class III directors shall expire at the annual election of
directors by the shareholders of the Corporation in 2001. After the initial term
of each Class, the term of office of each Class shall be three (3) years, so
that the term of office of one class of directors shall expire each year when
their respective successors have been duly elected by the shareholders and
qualified. At each annual election by the shareholders of the Corporation, the
directors chosen to succeed those whose terms then expire shall be identified as
being of the same class as the directors they succeed. Unless waived by the
board
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of directors of the Corporation, in order to qualify for election as a director
of the Corporation, a person must have been a shareholder of record of the
Corporation for a period of time equal to the lesser of (i) three (3) years, or
(ii) the time elapsed since the acquisition of all of the common stock of
Pennsylvania Savings Bank by the Corporation. Shareholders of another
corporation that merges with the Corporation, is acquired by, or acquires the
Corporation, or enters into any similar transaction with the Corporation shall
qualify for election as a director of the Corporation if such shareholder was a
shareholder of record of the other corporation for a period of time equal to the
lesser of (i) the term of its existence, (ii) three (3) years, or (iii) the time
elapsed since the acquisition of all the common stock of Pennsylvania Savings
Bank by the Corporation. If, for any reason, a vacancy occurs on the board of
directors of the Corporation, a majority of the remaining directors shall have
the exclusive power to fill the vacancy by electing a director to hold office
for the unexpired term in respect of which the vacancy occurred. No director of
the Corporation shall be removed from office, as a director, by the vote of
shareholders, unless the votes of shareholders cast in favor of the resolution
for the removal of such director constitute at least a majority of the votes
that all shareholders would be entitled to cast at an annual election of
directors.
NINTH. No holder of any class of capital stock of the Corporation shall
have preemptive rights, and the Corporation shall have the right to issue and to
sell to any person or persons any shares of its capital stock or any option,
warrant or right to acquire capital stock, or any securities having conversion
or option rights without first offering such shares, rights or securities to any
holder of any class of capital stock of the Corporation.
TENTH: The affirmative vote of both directors and shareholders of the
Corporation as set forth in this ARTICLE TENTH shall be required to approve any
of the following (each a "Transaction"):
(a) any merger or consolidation of the Corporation with or into any
other corporation or any division involving the Corporation;
(b) any share exchange in which a corporation, person or entity
acquires the issued or outstanding shares of capital stock of the
Corporation pursuant to a vote of shareholders;
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(c) any sale, lease, exchange or other transfer of all, or
substantially all, of the assets of the Corporation to any other
corporation, person or entity;
(d) a liquidation or dissolution involving the Corporation; or
(e) any transaction similar to, or having similar effect as, any of
the foregoing transactions.
In the event of any proposed Transaction, then the following voting
requirements shall apply during the following applicable time periods: (A) on or
before January 1, 2006, the affirmative vote of both (i) 80% of the total number
of directors then in office (rounding up to the nearest whole number) and (ii)
80% of the total votes which all shareholders of the Corporation are entitled to
cast, and if any class of shares is entitled to vote as a separate class, the
affirmative vote of at least a majority of the votes entitled to be cast by the
outstanding shares of such class shall be required to approve any Transaction;
and (B) after January 1, 2006, the affirmative vote of both (i) 66-2/3% of the
total number of directors then in office (rounding up to the nearest whole
number) and (ii) at least a majority of the total votes which all shareholders
are entitled to cast, and if any class of shares is entitled to vote as a
separate class, the affirmative vote of at least a majority of the votes
entitled to be cast by the outstanding shares of such class shall be required to
approve any Transaction.
The provisions of this ARTICLES TENTH shall not apply to (A) any
Transaction occurring prior to January 1, 2006 in which members of the
Corporation's Board of Directors immediately prior to the Transaction continue
to constitute at least a majority of the Board of Directors of the resulting or
surviving corporation upon completion thereof provided the transaction is
approved by both (i) 80% of the total number of directors then in office
(rounding up to the nearest whole number) and (ii) at least a majority of the
total votes which all shareholders are entitled to cast, and if any class of
shares is entitled to vote as a separate class, the affirmative vote of at least
a majority of the votes entitled to be cast by the outstanding shares of such
class or (B) any Transaction approved in advance by the unanimous vote of all
directors of the Corporation then in office.
An affirmative vote as provided in the foregoing provisions shall be in
addition to any vote of the shareholders otherwise required by law.
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The Board of Directors of the Corporation shall have the power and duty to
determine, for purposes of this ARTICLE TENTH, if any transaction is similar to,
or has a similar effect as, any of the Transactions identified above in this
ARTICLE TENTH. Any such determination shall be conclusive and binding for all
purposes of this ARTICLE TENTH.
ELEVENTH. No action required to be taken or which may be taken at any
annual or special meeting of shareholders of the Corporation may be taken
without a meeting, and the power of the shareholders of the Corporation to
consent in writing to action without a meeting is specifically denied. The
presence, in person or by proxy, of shareholders entitled to cast at least a
majority of the votes that all shareholders are entitled to cast shall
constitute a quorum of shareholders at any annual or special meeting of
shareholders of the Corporation.
TWELFTH. The authority to make, amend, alter, change or repeal the By-Laws
of the Corporation is hereby expressly and solely granted to and vested in the
board of directors of the Corporation, subject always to the power of the
shareholders to change such action by the affirmative vote of shareholders of
the Corporation entitled to cast at least 66-2/3 percent (66-2/3%) of the votes
that all shareholders are entitled to cast, except that provisions of the
By-Laws of the Corporation relating to limitations on directors' liabilities and
indemnification of directors, officers and others may not be amended to increase
the exposure to liability for directors or to decrease the indemnification of
directors, officers and others except by the affirmative vote of 66-2/3 percent
(66-2/3%) of the entire board of directors or by the affirmative vote of
shareholders of the Corporation entitled to cast at least 80 percent (80%) of
the votes that all shareholders are entitled to cast.
THIRTEENTH. The board of directors of the Corporation, when evaluating any
offer of another party to (a) make a tender or exchange offer for any equity
security of the Corporation, (b) merge or consolidate the Corporation with
another corporation, (c) purchase or otherwise acquire all or substantially all
of the properties and assets of the Corporation, or (d) engage in any
transaction similar to, or having similar effects as, any of the foregoing
transactions, shall, in connection with the exercise of its judgment in
determining what is in the best interests of the Corporation and its
shareholders, give due consideration to all relevant factors, including without
limitation the social and economic effects of the proposed transaction on the
employees, suppliers, customers and other constituents of the Corporation and
its subsidiaries and on the communities in which the Corporation
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and its subsidiaries operate or are located, the business reputation of the
other party, and the board of directors' evaluation of the then value of the
Corporation in a freely negotiated sale and of the future prospects of the
Corporation as an independent entity.
FOURTEENTH. If any corporation, person, entity, or group becomes the
beneficial owner, directly or indirectly, of shares of capital stock of the
Corporation having the right to cast in the aggregate 25 percent (25%) or more
of all votes entitled to be cast by all issued and outstanding shares of capital
stock of the Corporation entitled to vote, such corporation, person, entity or
group shall within thirty (30) days thereafter offer to purchase all shares of
capital stock of the Corporation issued, outstanding and entitled to vote. Such
offer to purchase shall be at a price per share equal to the highest price paid
for shares of the respective class or series of capital stock of the Corporation
purchased by such corporation, person, entity or group within the preceding
twelve months. If such corporation, person, entity or group did not purchase any
shares of a particular class or series of capital stock of the Corporation
within the preceding twelve months, such offer to purchase shall be at a price
per share equal to the fair market value of such class or series of capital
stock on the date on which such corporation, person, entity or group becomes the
beneficial owner, directly or indirectly, of shares of capital stock of the
Corporation having the right to cast in the aggregate 25 percent (25%) or more
of all votes entitled to be cast by all issued and outstanding capital stock of
the Corporation. Such offer shall provide that the purchase price for such
shares shall be payable in cash. The provisions of this Article FOURTEENTH shall
not apply if 80 percent (80%) or more of the members of the board of directors
of the Corporation approve in advance the acquisition of beneficial ownership by
such corporation, person, entity or group, of shares of capital stock of the
Corporation having the right to cast in the aggregate 25 percent (25%) or more
of all votes entitled to be cast by all issued and outstanding shares of capital
stock of the Corporation. The provisions of this Article FOURTEENTH shall be in
addition to and not in lieu of any rights granted under Subchapter E of Chapter
25 of the Pennsylvania Business Corporation Law and any amendment or restatement
of such section ("Subchapter E"); provided, however, that if the provisions of
this Article FOURTEENTH and Subchapter E are both applicable in any given
instance, the price per share to be paid for shares of capital stock of the
Corporation issued, outstanding and entitled to vote shall be the higher of the
price per share determined in accordance with this Article FOURTEENTH or the
price per share determined in accordance with the provisions of Subchapter E.
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FIFTEENTH. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in its Articles of Incorporation in the manner
now or hereafter prescribed by statute and all rights conferred upon
shareholders and directors herein are hereby granted subject to this
reservation; provided, however, that the provisions set forth in Articles
SEVENTH, EIGHTH and TENTH through THIRTEENTH, inclusive, of these Articles of
Incorporation may not be repealed, altered or amended, in any respect
whatsoever, unless such repeal, alteration or amendment is approved by either
(a) the affirmative vote of shareholders of the Corporation entitled to cast at
least 80 percent (80%) of the votes that all shareholders of the Corporation are
then entitled to cast or (b) the affirmative vote of 80 percent (80%) of the
members of the board of directors of the Corporation and the affirmative vote of
shareholders of the Corporation entitled to cast at least a majority of the
votes that all shareholders of the Corporation are then entitled to cast.
SIXTEENTH. The name and post office address of the incorporator is:
Name Address
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Kathleen S. Wetzel STEVENS & LEE
111 North Sixth Street
P.O. Box 679
Reading, PA 19603-0679
IN TESTIMONY WHEREOF, the Incorporator has signed these Articles of
Incorporation this _____ day of __________, 1997.
Kathleen S. Wetzel,
Incorporator
