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EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PARADIGM BANCORPORATION, INC.
I, the undersigned natural person of the age of eighteen (18)years or
more, acting as incorporator of a corporation under the Texas Business
Corporation Act (the "Act"), do hereby adopt the following Articles of
Incorporation for such corporation.
ARTICLE I.
The name of the corporation is Paradigm Bancorporation, Inc.
ARTICLE II.
The period of its duration is perpetual.
ARTICLE III
The purpose or purposes for which the corporation is organized are:
(a) To act as a bank holding company,
(b) To buy, sell, lease, and deal in services, personal property, and
real property.
(c) To do each and every thing necessary, suitable or proper for the
accomplishment of any of the purposes or for the attainment of
any one or more of the objects herein enumerated or which at any
time appear conducive to or expedient for the protection or
benefit of the corporation.
(d) For any lawful purpose.
The foregoing clauses shall be construed as powers as well as objects
and purposes, and the matter expressed in each clause shall, unless herein
otherwise expressly provided, be in nowise limited by reference to or inference
from the terms of any other clause, but shall be regarded as independent
objects, purposes and powers, and shall not be construed to limit or restrict in
any manner the meaning of the general terms or the general powers of the
corporation.
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ARTICLE IV
Section 4.1 Authorized Shares. The aggregate number of all classes
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of stock which the corporation has authority to issue is 35,000,000 shares
divided into (A)one class of 25,000,000 shares of Common Stock with a par value
of $1.00 per share, and (B)one class of 10,000,000 shares of Preferred Stock
with a par value of $1.00 per share, which may be divided into and issued in
series as set forth in this Article IV.
Section 4.2 Authorization of Directors to Determine Certain Rights
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of Preferred Stock. The shares of Preferred Stock may be divided into and issued
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in series. The Board of Directors shall have the authority to establish series
of unissued shares of Preferred Stock by fixing and determining the relative
rights and preferences of the shares of any series so established, and to
increase or decrease the number of shares within each such series; provided,
however, that the Board of Directors may not decrease the number of shares
within a series of Preferred Stock to less than the number of shares within such
series that are then issued. The Preferred Stock of each such series shall have
such designations, preferences, limitations, or relative rights, including
voting rights, as shall be set forth in the resolution or resolutions
establishing such series adopted by the Board of Directors, including, but
without limiting the generality of the foregoing, the following:
(a) The distinctive designation of, and the number of shares of
Preferred Stock that shall constitute, such series, which number (except
where otherwise provided by the Board of Directors in the resolution
establishing such series)may be increased or decreased (but not below the
number of shares of such series then outstanding)from time to time by like
action of the Board of Directors;
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(b) The rights in respect of dividends, if any, of such series of
Preferred Stock, the extent of the preference or relation, if any, of such
dividends to the dividends payable on any other class or classes or any
other series of the same or other class or classes of capital stock of the
corporation and whether such dividends shall be cumulative or
noncumulative;
(c) The right, if any, of the holders of such series of Preferred
Stock to convert the same into, or exchange the same for, shares of any
other class or classes or of any other series of the same or any other
class or classes of capital stock, obligations, indebtedness, rights to
purchase securities or other securities of the corporation or other
entities, domestic or foreign, or for other property or for any combination
of the foregoing, and the terms and conditions of such conversion or
exchange;
(d) Whether or not shares of such series of Preferred Stock shall be
subject to redemption, and the redemption price or prices and the time or
times at which, and the terms and conditions on which, shares of such
series of Preferred Stock may be redeemed;
(e) The rights, if any, of the holders of such series of Preferred
Stock upon the voluntary or involuntary liquidation, dissolution or
winding-up of the corporation or in the event of any merger or
consolidation of or sale of assets by the corporation;
(f) The terms of any sinking fund or redemption or repurchase or
purchase account, if any, to be provided for shares of such series of
Preferred Stock;
(g) The voting powers, if any, of the holders of any series of
Preferred Stock generally or with respect to any particular matter, which
may be less than, equal to or greater than one vote per share, and which
may, without limiting the generality of the foregoing, include the right,
voting as a series of Preferred Stock as a class, to elect one or more
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directors of the corporation generally or under such specified
circumstances and on such conditions, as shall be provided in the
resolution or resolutions of the Board of Directors adopted pursuant
hereto, including, without limitation, in the event there shall have been a
default in the payment of dividends on or redemption of any one or more
series of Preferred Stock; and
(h) Such other powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions thereof, as the Board of Directors shall determine.
Section 4.3 Preferences, Limitations and Relative Rights of All Classes of
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Capital Stock.
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(a) General. All shares of Common Stock shall have rights identical
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to those of all other such shares. Except as they may vary among series
established pursuant to Section 4.2 of this Article IV, all shares of
Preferred Stock shall have preferences, limitations, and relative rights
identical to those of all other such shares.
(b) Liquidation Preference. In the event of dissolution, liquidation,
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or winding up of the corporation (whether voluntary or involuntary), after
payment or provision for payment of debts but before any distribution to
the holders of Common Stock, the holders of each series of Preferred Stock
then outstanding shall be entitled to receive the amount fixed by the Board
of Directors pursuant to Section 4.2 of this Article IV and no more. All
remaining assets shall be distributed pro rata among the holders of Common
Stock. If the assets distributable among the holders of Preferred Stock are
insufficient to permit full payment to them, the entire assets shall be
distributed among the holders of the Preferred Stock in proportion to their
respective liquidation preferences unless otherwise provided by
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the Board of Directors pursuant to Section 4.2 of this Article IV. Neither
the consolidation, merger, or reorganization of the corporation with any
other corporation or corporations, nor the sale of all or substantially all
the assets of the corporation, nor the purchase or redemption by the
corporation of any of its outstanding shares shall be deemed to be a
dissolution, liquidation, or winding up within the meaning of this
paragraph.
(c) Redemption.
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(1) Right; Method. All or any part of any one or more series of
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Preferred Stock may be redeemed at any time or times at the option of the
corporation, by resolution of the Board of Directors, in accordance with
the terms and conditions of this Article IV and those fixed by the Board of
Directors pursuant to Section 4.2 of this Article IV. The corporation may
redeem shares of any one or more series without redeeming shares of any
other series. If less than all the shares of any series are to be redeemed,
the shares of the series to be redeemed shall be selected ratably or by lot
or by any other equitable method determined by the Board of Directors.
(2) Notice. Notice shall be given to the holders of shares to be
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redeemed, either personally or by mail, not less than twenty nor more than
fifty days before the date fixed for redemption.
(3) Payment. Holders of redeemed shares shall be paid in cash the
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amount fixed by the Board of Directors pursuant to Section 4.2 of this
Article IV.
(4) Provision for Payment. On or before the date fixed for
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redemption, the corporation may provide for payment of a sum sufficient to
redeem the shares called for redemption either (a)by setting aside the sum,
separate from its other funds, in trust for the
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benefit of the holders of the shares to be redeemed, or (b)by depositing
such sum in a bank or trust company (either one in Texas having capital and
surplus of at least $10,000,000 according to its latest statement of
condition, or one anywhere in the United States duly appointed and acting
as transfer agent of the corporation)as a trust fund, with irrevocable
instructions and authority to the bank or trust company to give or complete
the notice of redemption and to pay to the holders of the shares to be
redeemed, on or after the date fixed for redemption, the redemption price
on surrender of their respective share certificates. The holders of shares
to be redeemed may be evidenced by a list certified by the corporation (by
its president or a vice president and by its secretary or an assistant
secretary)or by its transfer agent. If the corporation so provides for
payment, then from and after the date fixed for redemption (a)the shares
shall be deemed to be redeemed, (b)dividends thereon shall cease to accrue,
(c)such setting aside or deposit shall be deemed to constitute full payment
for the shares, (d)the shares shall no longer be deemed to be outstanding,
(e)the holders thereof shall cease to be shareholders with respect to such
shares, and (f)the holders shall have no rights with respect thereto except
the right to receive (without interest) their proportionate shares of the
funds so set aside or deposited upon surrender of their respective
certificates, and any right to convert such shares which may exist. Any
interest accrued on funds so set aside or deposited shall belong to the
corporation. If the holders of the shares do not, within six years after
such deposit, claim any amount so deposited for redemption thereof, the
bank or trust company shall upon demand pay over to the corporation the
balance of the funds so deposited, and the bank or trust company shall
thereupon be relieved of all responsibility to such holders.
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(5) Status of Redeemed Shares. Shares of Preferred Stock which
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are redeemed shall be canceled and shall be restored to the status of
authorized but unissued shares.
(d) Purchase. Except as fixed by the Board of Directors pursuant to
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Section 4.2 of this Article IV or as otherwise expressly provided by law,
nothing herein shall limit the right of the corporation to purchase any of
its outstanding shares in accordance with law, by public or private
transaction.
ARTICLE V.
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, or property actually received.
ARTICLE VI.
Except as may be otherwise provided in the Act, no contract, act or
transaction of the corporation with any corporation, person or persons, firm,
trust or association, or any other organization shall be affected or invalidated
by the fact that any director, officer or shareholder of this corporation is a
party to, or is interested in, such contract, act or transaction, or in any way
6 connected with any such person or persons, firm, trust or association, or is a
director, officer or shareholder of, or otherwise interested in, any such other
corporation, nor shall any duty to pay damages on account to this corporation be
imposed upon such director, officer or shareholder of this corporation solely by
reason of such fact, regardless of whether the vote, action or presence of any
such director, officer or shareholder may be, or may have been, necessary to
obligate this corporation on, or in connection with, such contract, act or
transaction, provided that if such vote, action or
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presence is, or shall have been, necessary, such interest or connection (other
than an interest as a noncontrolling shareholder of any such other
corporation)be known or disclosed to the Board of Directors of this corporation.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.
ARTICLE VII.
A director of the corporation shall not be liable to the corporation or
its shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this article does not eliminate or limit the
liability of a director for:
(a) a breach of a director's duty of loyalty to the corporation or
its shareholders,
(b) an act or omission not in good faith that constitutes a breach of
the duty of the director to the corporation or an act or omission that
involves intentional misconduct or a knowing violation of the law,
(c) a transaction from which a director received an improper benefit,
whether or not the benefit resulted from an action taken within the
scope of the director's office, or
(d) an act or omission for which the liability of a director is
expressly provided for by statute.
If the Texas Civil Statutes are amended after approval by the corporation's
shareholders of this Article VII to authorize corporate action further
eliminating or limiting the personal liability of directors or eliminating or
limiting the personal liability of officers, the liability of a director or
officer of the corporation shall be eliminated or limited to the fullest extent
permitted by law. No repeal or modification of this Article VII by the
shareholders shall adversely affect any right or
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protection of a director or officer of the corporation existing by virtue of
this Article VII at the time of such repeal or modification.
ARTICLE VIII
Section 8.1. Indemnification. As permitted by Section G of Article 2.02-1
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of the Texas Business Corporation Act or any successor statute (the
"Indemnification Article"), the corporation hereby:
(a) makes mandatory the indemnification permitted under Section
B of the Indemnification Article as contemplated by Section G thereof;
(b) makes mandatory its payment or reimbursement of the
reasonable expenses incurred by a former or present director who was, is,
or is threatened to be made a named defendant or respondent in a proceeding
upon such director's compliance with the requirements of Section K of the
Indemnification Article; and
(c) extends the mandatory indemnification referred to in Section
8.1(a)above and the mandatory payment or reimbursement of expenses referred
to in Section 8.1(b)above (i)to all former or present officers of the
corporation and (ii)to all persons who are or were serving at the request
of the corporation as a director, officer, partner or trustee of another
foreign or domestic corporation, partnership, joint venture, trust or
employee benefit plan, to the same extent that the corporation is obligated
to indemnify and pay or reimburse expenses to directors.
Section 8.2 Nonexclusivity. The indemnification provided by this Article
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shall not be deemed exclusive of any other rights to which the person
indemnified may be entitled under any bylaw, agreement, authorization of
shareholders or disinterested directors or otherwise, both as to
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action in such person's official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall enure to the benefit of such
person's heirs and legal representatives.
Section 8.3. Insurance. The corporation shall have power to purchase and
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maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation or who is or was serving at the request of
the corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another business, foreign, domestic or
non-profit corporation, partnership, joint venture, sole proprietorship, trust
or other enterprise or employee benefit plan, against any liability asserted
against such person and incurred by such person in such a capacity or arising
out of such person's status as such a person, whether or not the corporation
would have the power to indemnify such person against that liability under the
provisions of this Article or the Texas Business Corporation Act.
Section 8.4. Witnesses. Notwithstanding any other provision of this
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Article, the corporation shall pay or reimburse expenses incurred by any
director, officer, employee or agent in connection with such person's appearance
as a witness or other participation in a proceeding at a time when such person
is not a named defendant or respondent in such proceeding.
ARTICLE IX
Any action required by the Texas Business Corporation Act to be taken at
any annual or special meeting of shareholders, or any action which may be taken
at any annual or special meeting of shareholders, may be taken without a
meeting, without prior notice and without a vote, only if a written consent has
been signed by the holders of all shares entitled to vote on the action.
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ARTICLE X.
The right to accumulate votes in the election of directors and/or
cumulative voting by any shareholder is hereby expressly denied.
ARTICLE XI.
The address of its initial registered office is 2828 FM 1960 East, Houston,
Texas 77273 and the name of its initial registered agent at such address is
Charles J. Howard.
ARTICLE XII.
The number of directors shall be fixed by the bylaws of the corporation,
and until changed by the bylaws, shall be four (4); the names and addresses of
those who are to serve as directors until the first annual meeting of the
shareholders or until their successors are elected and qualified are as follows:
NAME ADDRESS
Munsey L. Ayers 22619 Alpine Westfield
Spring, Texas 77373
Dennis M. Cain 6030 Spanish Oak Way
Spring, Texas 77379
William H. Fagan, M. D. 5423 Pebble Springs
Houston, Texas 77066
Charles J. Howard, M. D. 5303 Boyce Springs
Houston, Texas 77090
The Board of Directors shall have the power to alter, amend or repeal the bylaws
of the corporation or to adopt new bylaws.
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ARTICLE XIV.
The name and address of the incorporator is as follows:
NAME ADDRESS
Charles E. Greef 1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
ARTICLE XV.
Except to the extent otherwise required by law, the vote or concurrence
of the holders of a majority of the shares of the corporation entitled to vote
and represented in person or by proxy at a meeting of the shareholders at which
a quorum is present shall be the act of the shareholders. With respect to any
matter for which the affirmative vote of a portion of the shares of the
corporation entitled to vote greater than a majority of such shares is required
by the Texas Business Corporation Act (or any successor or replacement statute),
as the same now exists or may hereafter be amended, the affirmative vote of the
holders of a majority of the shares of the corporation entitled to vote on the
matter shall be the act of the shareholders.
ARTICLE XVI.
Special meetings of the shareholders of the corporation may be called
only (1)by the Chairman of the Board, by the President, by a majority of the
Board of Directors, or by such other person or persons as may be authorized in
the bylaws or (2)by the holders of 50%of the outstanding shares of the
corporation entitled to vote at the proposed special meeting.
ARTICLE XVII.
No holder of any shares of any class of stock of the corporation shall,
as such holder, have any preemptive or preferential right to receive, purchase,
or subscribe to (1)any unissued or treasury shares of any class of stock
(whether now or hereafter authorized)of the corporation, (2)any
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obligations, evidences of indebtedness, or other securities of the corporation
convertible into or exchangeable for, or carrying or accompanied by any rights
to receive, purchase, or subscribe to, any such unissued or treasury shares,
(3)any right of subscription to or to receive, or any warrant or option for the
purchase of, any of the foregoing securities, (4)any other securities that may
be issued or sold by the corporation, other than such (if any)as the Board of
Directors of the corporation, in its sole and absolute discretion, may determine
from time to time.
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