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EXHIBIT 16.1
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
THE BANK OF NEW YORK
TRUST COMPANY OF FLORIDA, NATIONAL ASSOCIATION
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For the purpose of organizing an association to carry on the business of banking
of a national association, the undersigned do enter the following Amended and
Restated Articles of Association:
FIRST. The title of this association shall be The Bank of New York Trust
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Company of Florida, National Association (the "Association").
SECOND. The main office of the Association shall be in the City of Miami,
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County of Dade, State of Florida. The general business of the Association shall
be conducted at its main office and its branches.
THIRD. The Board of Directors of the Association shall consist of not less
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than five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full Board of
Directors or by resolution of the shareholders at any annual or special meeting
thereof. Each director, during the full term of his directorship, shall own a
minimum of $1,000 par value of the capital stock of the Association, or an
equivalent interest, as determined by the Comptroller of the Currency, in any
Company which controls the Association within the meaning of the applicable laws
of the United States. Any vacancy in the Board of Directors may be filled by
action of the Board of Directors.
FOURTH. There shall be an annual meeting of the shareholders the purposes
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of which shall be the election of directors and the transaction of whatever
other business may be brought before said meeting. It shall be held at the main
office or other convenient place as the Board of Directors may designate, on the
day of each year specified therefore in the By-laws, but if no election is held
on such day, it may be held on any subsequent day according to such lawful rules
as may be prescribed by the Board of Directors.
Nominations for election to the Board of Directors may be made by the Board
of Directors or by any shareholder of any outstanding class of capital stock of
the Association entitled
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to vote for the election of directors. Nominations, other than those made by or
on behalf of the existing management of the Association, shall be made in
writing and shall be delivered or mailed to the President of the Association and
to the Comptroller of the Currency, Washington, D.C., not less than 14 days nor
more than 50 days prior to any meeting of shareholders called for the election
of directors; provided, however, that if less than 21 days' notice of the
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meeting is given to shareholders, such nomination shall be mailed or delivered
to the President of the Association and to the Comptroller of the Currency not
later than the close of business on the seventh day following the day on which
the notice of meeting was mailed. Such notification shall contain the following
information to the extent known to the notifying shareholder; (a) the name and
address of each proposed nominee; (b) the principal occupation of each proposed
nominee, (c) the total number of shares of capital stock of the Association that
will be voted for each proposed nominee; (d) the name and residence address of
the notifying shareholder; and (e) the number of shares of capital stock of the
Association owned by the notifying shareholder. Nominations not made in
accordance herewith may, in his discretion, be disregarded by the chairman of
the meeting, and upon the chairman's instructions, the vote tellers may
disregard all votes cast for each such nominee.
FIFTH. The authorized amount of capital stock of the Association shall be
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15,000 shares of common stock of a par value of FIFTY DOLLARS ($50) each, but
said capital stock may be increased or decreased from time to time, in
accordance with the provisions of the laws of the United States.
No holder of shares of any class of the capital stock of the Association
shall have any pre-emptive or preferential right of subscription to any shares
of any class of capital stock of the Association, whether now or hereafter
authorized, or to any obligations convertible into stock of the Association,
issued, or sold, nor any right of subscription to any thereof other than such,
if any, as the Board of Directors in its discretion may from time to time
determine and at such price as the Board of Directors may from time to time fix.
The Association, at any time and from time to time, may authorize and issue
debt obligations, whether or not subordinated, without the approval of the
shareholders.
SIXTH. The Board of Directors shall appoint one of its members President
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of the Association, who shall be Chairman of the Board, unless the Board
appoints another director to be Chairman. The Board of Directors shall have the
power to appoint one or more Vice Presidents; and to appoint a Secretary and
such other officers and employees as may be required to transact the business of
the Association.
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The Board of Directors shall have the power to define the duties of the
officers and employees of the Association; to fix the salaries to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of the
Association shall be made; to manage and administer the business and affairs of
the Association; to make all By-laws that it may be lawful for them to make; and
in general to do and perform all acts that it may be legal for a Board of
Directors to do and perform.
SEVENTH. The Board of Directors shall have the power to change the location
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of the main office to any authorized branch location within the limits of Miami,
Florida upon written notice to the Comptroller of the Currency, or with a vote
of the shareholders owning two-thirds of the capital stock of the Association
and upon receipt of a certificate of approval from the Comptroller of the
Currency, to any other location within or outside the limits of Miami, Florida,
but not more than 30 miles beyond such limits; and shall have the power to
establish or change the location of any branch or branches of the Association to
any other location, without the approval of the shareholders but subject to the
approval of the Comptroller of the Currency.
EIGHTH. The corporate existence of the Association shall continue until
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terminated in accordance with the laws of the United States.
NINTH. The Board of Directors of the Association, or any three or more
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shareholders owning, in the aggregate, not less than 25 percent of the stock of
the Association, may call a special meeting of shareholders at any time. Unless
otherwise provided by the laws of the United States, a notice of the time,
place, and purpose of every annual and special meeting of the shareholders shall
be given by first-class mail, postage prepaid, mailed at least ten days prior to
the date of such meeting to each shareholder of record at his address as shown
upon the books of the Association.
TENTH. Any person, his heirs, executors, or administrators, may be
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indemnified or reimbursed by the Association for reasonable expenses actually
incurred in connection with any action, suite or proceeding, civil or criminal,
to which he or they shall be made a party by reason of being or having been a
director, officer, or employee of the Association or of any firm, corporation,
or organization which he or they served in any such capacity at the request of
the Association; provided, however that no person shall be so indemnified or
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reimbursed in relation to any matter in such action, suit, or proceeding as to
which he or they shall finally be adjudged to have been guilty of or liable for
gross
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negligence, willful misconduct or criminal acts in the performance of his duties
for the Association; and provided further, that no person shall be so
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indemnified or reimbursed in relation to any matter in such action, suit, or
proceeding which has been made the subject of a compromise settlement except
with the approval of a court of competent jurisdiction, or the holders of record
of a majority of the outstanding shares of the Association, or the Board of
Directors, acting by vote of directors not parties to the same or substantially
the same action, suit, or proceeding constituting a majority of the whole number
of directors. The foregoing right of indemnification or reimbursement shall not
be exclusive of other rights to which such person, his heirs, executors, or
administrators, may be entitled as a matter of law.
The Association may, upon the affirmative vote of a majority of its Board
of Directors, purchase insurance for the purpose of indemnifying its directors,
officers and other employees to the extent that such indemnification is allowed
in the preceding paragraph. Such insurance may, but need not, be for the benefit
of all directors, officers, or employees.
ELEVENTH. These Articles of Association may be amended at any regular or
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special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of the Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.
IN WITNESS WHEREOF, we have signed this Amended and Restated Articles of
Association this 18th day of January, 1985.
THE BANK OF NEW YORK
COMPANY, INC.
By: /s/ Robert J. Goebert
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Robert J. Goebert
Secretary
