Exhibit 3(a)
ARTICLES OF INCORPORATION
OF
JAMES MONROE BANCORP, INC.
The undersigned incorporator does hereby form a stock corporation under
the provisions of Chapter 9 of Title 13.1 of the Code of Virginia, 1950, as
amended, and to that end sets forth the following:
ARTICLE I
NAME
The name of the corporation is JAMES MONROE BANCORP, INC., hereinafter
called the Corporation.
ARTICLE II
REGISTERED OFFICE
The post office address of the initial Registered Office of the
Corporation is 10482 Armstrong Street, Fairfax, Virginia 22030, in the City of
Fairfax.
ARTICLE III
REGISTERED AGENT
The name of the initially registered Agent of the Corporation is David
W. Pijor, a resident of the State of Virginia and a member of the Virginia State
Bar, whose address is the same as the initial Registered Office of the
Corporation.
ARTICLE IV
PURPOSES AND POWERS
Thc Corporation is organized to conduct any lawful business, to promote
any lawful purpose and to engage in any lawful act or activity for which
corporations may be organized under the laws of the Commonwealth of Virginia.
ARTICLE V
AUTHORIZED CAPITAL, VOTING RIGHTS AND OPTIONS
The aggregate shares which the Corporation shall have the authority to
issue and the par value per share are as follows: 2,000,000 shares of Common
stock, each share having a par value of One Dollar ($1.00). Each share shall
have one (1) non-cumulative vote. Stockholders shall have no pre-emptive rights
to acquire unissued or treasury stock.
The Corporation may create or issue rights, options or warrants for the
purchase of shares of the Corporation upon such terms and conditions and for
such consideration, if any, and such purposes as may be approved by the Board of
Directors.
ARTICLE VI
DIRECTORS
The affairs of the Corporation shall be managed by a Board of Directors. The
number of Directors shall be fixed in accordance with the By-Laws of the
Corporation.
At the organizational meeting and at each annual meeting thereafter,
the stockholders shall elect Directors for a term of one (1) year, but Directors
shall, by a majority vote of the remaining members of the Board, elect new
Directors to serve the unexpired term of any vacancy which may occur between
annual meetings of the stockholders.
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ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each person, now or hereafter an Officer or Director of the Corporation
(and his heirs, executors and administrators), shall be indemnified by the
Corporation against all claims, liabilities, judgments, settlements, costs and
expenses, including all attorney's fees, imposed upon or reasonably incurred by
him in connection with or resulting from any action, suit, proceeding or claim
to which he is or may be made a party by reason of his being or having been an
Officer or Director of the Corporation, to the fullest extent permitted under
the laws of the Commonwealth of Virginia.
ARTICLE VIII
PERSONAL LIABILITY OF DIRECTORS AND OFFICERS
No person who is or was at any time an officer or director of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages arising out of any act or omission in such person's capacity as an
officer or director; provided, however, that the provisions of this Article IX
shall not eliminate or limit the liability if the officer or director engaged in
willful misconduct or a knowing violation of the criminal law or of any federal
or state securities laws, including, without limitation, any claim of unlawful
insider trading or manipulation of the market for any security. This Article
shall not affect the liability of an officer or director with respect to any
action or omission occurring prior to the date this Article VIII becomes
effective. No amendment to or repeal of this Article VIII shall apply to or have
any effect on the liability or alleged liability of any director or officer of
the Corporation or with respect to any act or omission of such officer or
director occurring prior to such amendment or repeal.
ARTICLE IX
DURATION
The duration of the Corporation shall be unlimited.
DATED this _________ day of _______________, 1999.
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John R. Maxwell
Incorporator
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