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EX-3.1
ARTICLES OF INCORPORATION
OF
PAGE BANKSHARES, INC.
1. The name of the corporation is: PAGE BANKSHARES, INC.
2. The purpose of the corporation is to conduct any business not required to
be specifically stated herein.
3. The corporation shall have authority to issue 25,000 shares of the par
value of $10 each.
4. No stockholder shall have the preemptive right to subscribe to additional
shares of capital stock of the corporation or to securities convertible into
such shares or to options, warrants or rights to subscribe to such shares.
5. The initial number of the Directors shall be nine. Their names and
addresses are:
NAMES ADDRESSES
Louis Bosley P.O. Box 188,
Stanley, VA 22851
Roy W. Comer Route 1, Box 256,
Shenandoah, VA 22849
S. Aylor Grubbs P.O. Box 76,
Stanley, VA 22851
H. Wilson Kite, Sr. Route 1, Box 114,
Shenandoah, VA 22849
Douglas C. Will P.O. Box 28,
Luray, VA 22835
R. Harry Long Route 2, Box 90,
Luray, VA 22835
Hubert L. Roller P.O. Box 67,
Stanley, VA 22651
Thomas R. Rosazza P.O. Box 297,
Shenandoah, VA. 22849
C. Gaylon Waters Route 1, Box 391
Stanley, VA 22851
6. The initial registered office of the corporation shall be located at Main
Street, (P.O. Box 10), Stanley, Virginia 22851, in the County of Page and the
initial registered agent shall be C. Gaylon Waters,
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who is a resident of Virginia and a Director of the corporation and whose
business address is Main Street, (P.O. Box 10), Stanley, Virginia 22851.
7. No Director of the corporation shall be removed from his office as a
Director except by the affirmative vote of the holders of 80 percent of the
shares of the corporation's capital stock, issued, outstanding and entitled to
vote.
8. Except as set forth below, the affirmative vote of holders of 80 percent of
the shares of the corporation's capital stock, issued, outstanding, and entitled
to vote shall be required to approve any of the following:
(a) any merger or consolidation of the corporation with or into any other
corporation; or
(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; or
(c) any issuance of shares of the corporation that results in the
acquisition of control of the corporation by any person, firm or corporation or
group of one or more thereof that previously did not control the corporation; or
(d) any sale, lease, exchange, mortgage, pledge or other transfer, in one
transaction or a series of transactions, of all, or substantially all, of the
assets of the corporation to any other corporation, person, or entity; or
(e) the adoption of a plan for the liquidation or dissolution of the
corporation proposed by any other corporation, person or entity; or
(f) any proposal in the nature of a reclassification or reorganization
that would increase the proportionate voting rights of any other corporation,
person or entity; or
(g) any transaction similar to, or having similar effect as, any of the
foregoing transactions.
If, in any such case, as of the record date for the determination of
shareholders entitled to notice thereof and to vote thereon, such other
corporation, person or entity is the beneficial owner, directly or indirectly,
of more than 5 percent of the shares of capital stock of the corporation issued,
outstanding and entitled to vote.
If any of the transactions identified above in this Section 8 is with a
corporation, person or entity that is not beneficial owner directly or
indirectly, of more than 5 percent of the shares of capital stock of the
corporation issued, outstanding and entitled to vote, then the affirmative vote
of holders of more than two-thirds of the shares of the corporation's capital
stock issued, outstanding and entitled to vote shall be required to approve any
of such transactions.
The Board of Directors of the corporation shall have the power and duty to
determine, for purposes of this Section 8, on the basis of information known to
the Board, if and when such other corporation, person or entity is the
beneficial owner, directly or indirectly, of more than 5 percent of the shares
of capital stock of the corporation issued, outstanding and entitled to vote
and/or if any transaction is similar to, or has a similar effect as, any of the
transactions identified above in this Section 8. Any such determination shall be
conclusive and binding for all purposes of this Section 8. The provisions of
this Section 8 shall not apply to any transaction which is approved in advance
by a majority of those Directors (a) who were Directors before the corporation,
person or entity acquired beneficial ownership of 5 percent
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or more of the shares of capital stock of the corporation and who are not
affiliates of such corporation, person or entity and (b) who became Directors at
the recommendation of the Directors referred to in (a) above.
9. 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 depositors, employees,
suppliers, customers and other constituents of the corporation and its
subsidiaries and on the communities in which the corporation 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.
10. Each Director and officer shall be indemnified by the corporation against
liabilities, fines, penalties and claims imposed upon or asserted against him
(including amounts paid in settlement) by reason of having been such a Director
or officer, whether or not then continuing so to be, and against all expenses
(including counsel fees) reasonably incurred by him in connection therewith,
except in relation to matters as to which he shall have been finally adjudged to
be liable by reason of having been guilty of gross negligence or willful
misconduct in the performance of his duty as such Director or officer.
In the event of any other judgment against such Director or officer or in
the event of a settlement, the indemnification shall be made only if the
corporation shall be advised, in case none of the persons involved shall be or
have been a Director of the corporation, by the Board of Directors, and
otherwise by independent counsel to be appointed by the Board of Directors, that
in its or his opinion such Director or officer was not guilty of gross
negligence or willful misconduct in the performance of his duty, and, in the
event of a settlement, that such settlement was or, if still to be made is, in
the best interests of the corporation. If the determination is to be made by the
Board of Directors, it may rely, as to all questions of law, on the advice of
independent counsel. Every reference herein to Director or officer shall include
every Director or officer or former Director or officer of the corporation and
every person who may have served at its request as a Director or officer of
another corporation in which the corporation owns shares of stock or of which it
is a creditor or, in case of non-stock corporation, to which the corporation
contributes and, in all of such cases, his executors and administrators. The
right of indemnification hereby provided shall not be exclusive of any other
rights to which any Director or officer may be entitled.
11. The provisions of Sections 7 through 11 of these Articles may not be
amended, nor shall any amendment be adopted that is inconsistent with any of the
provisions of such Sections 7 through 11 hereof except upon the affirmative vote
of the holders of at least 80 percent of the share of the corporation's capital
stock, issued, outstanding and entitled to vote.
IN WITNESS WHEREOF, we have executed these Articles of Incorporation as
Incorporators on this 25th day of October, 1983.
Louis L. Bosley, Incorporator Douglas C; Will, Incorporator
P.O. Box 188, P.O. Box 28,
Stanley, Virginia 22851 Luray, Virginia 22835
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Roy W. Comer, Incorporator R. Harry Long, Incorporator
Route 1, Box 256, Route 2, Box 90,
Shenandoah, Virginia 22849 Luray, Virginia 22835
S. Aylor Grubbs, Incorporator Hubert L. Roller, Incorporator
P. O. Box 76, P.O. Box 67,
Stanley, Virginia 22851 Stanley, Virginia 22851
H. Wilson Kite; Sr.; Incorporator
Route 1, Box 114,
Shenandoah, Virginia 22849
Thomas R. Rosazza, Incorporator
P.O. Box 297,
Shenandoah, Virginia 22849
C. Gaylon Waters, Incorporator
Route 1, Box 391,
Stanley, VA 22851
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COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
CLERK OF THE COMMISSION
P. O. BOX 1197
20 BANK STREET
RICHMOND, VIRGINIA 23209
ARTICLES OF AMENDMENT OF PAGE BANKSHARES, INC.
ONE
The name of the corporation is Page Bankshares, Inc.
TWO
By unanimous resolution of the Board of Directors pursuant to the
provisions of Section 13.1-706 of the Code of Virginia, 1950, as amended, the
original Articles of Incorporation of Page Bankshares, Inc., which authorized
the issuance of 25,000 shares of common stock at a par value of $10.00 each, are
hereby amended to authorize the issuance of 37,500 shares of common stock at a
par value of $10.00 each in order to permit a dividend of one share of common
stock to be issued to each shareholder for every two shares of common stock
being held and outstanding according to the corporate books as of December 31,
1988.
THREE
This Article of Amendment of the original Articles of Incorporation of Page
Bankshares, Inc. was adopted by the unanimous vote of the Board of Directors on
the 26th day of January, 1989, and the Certificate of Amendment shall become
effective as of the date of: issuance by the Commission.
The undersigned chairman of the Board of Directors hereby certifies and
declares that the facts herein contained are true are correct as of this 15/th/
day of February, 1989.
PAGE BANKSHARES, INC.
By: DOUGLAS C. WILL, CHAIRMAN
--------------------------
Douglas C. Will, Chairman
Board of Directors of
Page Bankshares, Inc.
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COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
CLERK OF THE COMMISSION
P.O. BOX 1197
20 BANK STREET
RICHMOND, VIRGINIA 23209
ARTICLES OF AMENDMENT OF PAGE BANKSHARES, INC.
ONE
The name of the corporation is PAGE BANKSHARES, INC.
TWO
By unanimous resolution of the Board of Directors pursuant to the
provisions of Section 13.1-706 (3) of the Code of Virginia, 1950, as amended,
the Articles of Incorporation of Page Bankshares, Inc., which authorized the
issuance of, 37,500 shares of common stock at a par value of $10.00 each, are
hereby amended to authorize the issuance of 75,000 shares of common stock at a
par value of $10.00 each in order to permit a dividend on one share of common
stock to be issued to each shareholder for every one share of common stock being
held and outstanding according to the corporate books as of December 31, 1992.
THREE
This Article of Amendment of the Articles of Incorporation of Page
Bankshares, Inc. was adopted by the unanimous vote of the Board of Directors on
the 8th day of April, 1993, and the Certificate of Amendment shall become
effective as of the date of issuance by the Commission.
The undersigned Chairman of the Board of Directors hereby certifies and
declares that the facts herein contained are true and correct as of this 8th day
of April, 1993.
PAGE BANKSHARES, INC.
By: DOUGLAS C. WILL, CHAIRMAN
--------------------------
DOUGLAS C. Will, Chairman
Board of Directors of
Page Bankshares, Inc.
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COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
April 23, 1993
The State Corporation Commission has found the accompanying articles
submitted on behalf of
PAGE BANKSHARES, INC.
to comply with the requirements of law, and confirms payment of all related
fees.
Therefore, it is ORDERED that this
CERTIFICATE OF AMENDMENT
be issued and admitted to record with the articles of amendment in the Office of
the Clerk of the Commission, effective April 23, 1993 at 2:35 PM.
The corporation is granted the authority conferred on it by law in
accordance with the articles, subject the conditions and restrictions imposed by
law.
STATE CORPORATION COMMISSION
By
Commissioner
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COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
CLERK OF THE COMMISSION
P.O. BOX 1197
20 BANK STREET
RICHMOND, VIRGINIA 23209
ARTICLES OF AMENDMENT OF PAGE BANKSHARES, INC.
ONE
The name of the corporation is PAGE BANKSHARES, INC.
TWO
The Articles of Incorporation are amended as follows.
A. The number of shares of common stock that the corporation is
authorized to issue is increased from seventy five thousand shares to two
million shares.
B. The par value of each share of common stock is decreased from ten
dollars ($10.00) per share to one dollar ($1.00) per share.
C. The Board of Directors of the corporation shall be composed of nine
Directors and the Board shall be divided into three classes, a first class,
second class and third class with three Directors in each class. The initial
term of office of the Directors of the first class shall expire at the annual
meeting of stockholders one year after their election under these amended
articles; the term of office of Directors of the second class shall expire at
the annual meeting of stockholders two years after their election under these
amended articles; and the initial term of the third class of Directors shall
expire at the annual meeting of stockholders three years after their election
under these amended articles. Following their aforesaid initial terms under
these amended articles, each class of Directors shall thereafter be elected for
a three year term.
THREE
The foregoing amendments were adopted on April 25, 1995.
FOUR
The foregoing amendments were proposed by the Board of Directors and
submitted to the shareholders in accordance with Chapter Nine of Title 13.1 of
the Code of Virginia.
A. The corporation has only one class of stock and there are 63,238
shares of stock outstanding and entitled to vote on these amendments.
B. 52,562 shares of stock were voted in favor of these amendments;
2,196 shares of stock were voted against these amendments.
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FIFTH
The Certificate of Amendment shall become effective as of the date of
issuance by the Commission.
The undersigned President of Page Bankshares, Inc. hereby certifies and
declares that the facts herein contained are true and correct as of this 2 day
of May, 1995.
PAGE BANKSHARES, INC.
By: C. GAYLON WATERS
----------------
C. Gaylon Waters, its President
on behalf of the Corporation
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COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
PAGE BANKSHARES, INC.
ONE
The name of the corporation is PAGE BANKSHARES, INC.
TWO
The articles of incorporation of the corporation are amended as
follows:
The par value of each share of common stock shall be reduced from One
($1.00) Dollar par value to Fifty Cents ($.50) par value.
THREE
The foregoing amendment was adopted on April 27, 1999.
FOUR
The amendment was adopted by unanimous consent of all the Directors of
the Board of Directors of the corporation. Stockholder approval is not required
pursuant to Virginia Code Section 13.1-706 (4).
The undersigned, Thomas R. Rosazza, president of Page Bankshares, Inc.,
declares that the facts herein stated are true as of May 21, 1999.
PAGE BANKSHARES, INC.
By THOMAS R. ROSAZZA
Thomas R. Rosazza, President
Date. May 21, 1999
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COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
June 3, 1999
The State Corporation Commission has found the accompanying articles
submitted on behalf of
PAGE BANKSHARES, INC.
to comply with the requirements of law, and confirms payment of all related
fees.
Therefore, it is ORDERED that this
CERTIFICATE OF AMENDMENT
be issued and admitted to record with the articles of amendment in the Office of
the Clerk of the Commission, effective June 3, 1999, at 11:21 AM.
The corporation is granted the authority conferred on it by law in
accordance with the articles, subject to the conditions and restrictions imposed
by law.
STATE CORPORATION COMMISSION
BY
Commissioner
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COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
PAGE BANKSHARES, INC.
ONE
The name of the corporation is PAGE BANKSHARES, INC.
TWO
The articles of incorporation of the corporation are amended as
follows:
(A) The name of the corporation is changed to PIONEER BANKSHARES, INC.
(B) The number of shares the corporation is authorized to issue is
increased to Five Million (5,000,000) shares of common stock.
THREE
The foregoing amendments were adopted on June 8, 1999.
FOUR
The amendments were proposed by the Board of Directors and submitted to
the shareholders in accordance with Chapter 9 of Title 13.1 of the Code of
Virginia. The corporation has only one class of stock, and that class has
1,184540 shares outstanding and entitled to vote of these amendments. 1,000,599
shares were voted in favor of the adoption of the name change amendment and
11,588 shares were voted against its adoption. 887,479 shares were voted in
favor of the adoption of the increase in the number of authorized shares to five
million shares and 123,546 shares voted against its adoption. Accordingly the
amendments were duly adopted by the shareholders of the corporation.
The undersigned, Thomas R. Rosazza, president of Page Bankshares, Inc.,
declares that the facts herein stated are true as of June 21, 1999.
PAGE BANKSHARES, INC
By THOMAS R. ROSAZZA
Thomas R. Rosazza, President
Date June 21, 1999
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COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
July 8, 1999
The State Corporation Commission has found the accompanying articles
submitted on behalf of
PIONEER BANKSHARES, INC. (formerly PAGE BANKSHARES, INC.)
to comply with the requirements of law, and confirms payment of all related
fees.
Therefore, It is ORDERED that this
CERTIFICATE OF AMENDMENT
be issued and admitted to record with the articles of amendment in the Office of
the Clerk of the Commission effective July 6.1999, at 02:48 PM.
The corporation is granted the authority conferred on it by law in
accordance with the articles, subject to the conditions and restrictions imposed
by law.
STATE CORPORATION COMMISSION
By
Commissioner
