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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
ENB BANKSHARES, 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, do hereby adopt the following Articles of Incorporation for
such corporation.
ARTICLE I
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The name of the corporation is ENB Bankshares, Inc.
ARTICLE II
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The period of its duration is perpetual.
ARTICLE III
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The purpose for which the corporation is organized is to transact any or
all lawful business for which corporations may be incorporated under the Texas
Business Corporation Act.
ARTICLE IV
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The aggregate number of shares of capital stock which the corporation shall
have the authority to issue is One Million (1,000,000) shares, all of which
shall be $5.00 par value common stock.
ARTICLE V
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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
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Except as may be otherwise provided by law, including but not limited to,
Article 2.41 of the Texas Business Corporation Act, as amended, no contract, act
or transaction of the corporation with any person or persons, firm, trust or
association, or any other
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corporation 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 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 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.
ARTICLE VII
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To the extent permitted by law, including but not limited to Article 2.02-1
of the Texas Business Corporation Act, as amended, each director and officer or
former director or officer or any person who has served at the request of this
corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another corporation, corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit plan,
or other business enterprise (and their heirs, executors and administrators)
(all such person(s) are hereinafter referred to as a "Director") shall be
indemnified by the corporation against judgments, settlements and reasonable
costs and expenses incurred by him in connection with any action, suit or
proceeding to which he may be made a party by reason of his being or having been
a Director. Notwithstanding any other provision herein, the corporation shall
not indemnify a Director from claims which result in a final order assessing
civil money penalties or requiring that the Director provide restitution to the
corporation. The corporation shall advance reasonable expenses incurred by a
Director against whom a claim is made prior to final disposition of any
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proceeding other than a proceeding initiated by a banking regulatory agency in
connection with the assessment of civil money penalties or an order of
restitution against the Director, upon the corporation's receipt of a written
affirmation of such Director that he in good faith believes he has met the
standard of care necessary for indemnification and a written understanding that
such Director shall repay the amount of expenses advanced by the corporation to
such person or on such person's behalf if it is ultimately determined that
indemnification is not permitted. The foregoing rights of indemnification shall
not be exclusive of any other rights to which the officers and directors may be
entitled according to law.
The corporation may, upon the affirmative vote of a majority of its board
of directors, purchase insurance to indemnify 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.
No director of the corporation shall be personally liable to the
corporation or any of 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: (1) a breach of a
director's duty of loyalty to the corporation or its shareholders; (2) an act or
omission not in good faith or that involves intentional misconduct or a knowing
violation of the law; (3) 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; (4) an act or omission for which the
liability of a director is expressly provided for by statute; or (5) an act
related to an unlawful stock repurchase or payment of a dividend.
ARTICLE VIII
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The address of its initial registered office is 5006 Verde Valley, Dallas,
Texas 75240 and the name of its initial registered agent at such address is
Harold L. Campbell.
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ARTICLE IX
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The initial Board of Directors shall consist of one (1) director; however,
thereafter, the number of directors constituting the Board of Directors shall be
fixed in the manner provided in the bylaws of the corporation. The name and
address of the person who is to serve as the director of the corporation until
the first annual meeting of the shareholders or until his successor is elected
and qualified is as follows:
Harold L. Campbell
5006 Verde Valley
Dallas, Texas 75240
ARTICLE X
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The name and address of the incorporator is as follows:
NAME ADDRESS
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Mark Haynie Haynie Rake & Repass, P.C.
14651 N. Dallas Parkway
Suite 136
Dallas, Texas 75240
IN WITNESS WHEREOF, I have hereunto set my hand as of the day of May,
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2000.
/s/ MARK HAYNIE
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Mark Haynie, Incorporator
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ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
ENB BANKSHARES, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned sole director adopts the following Articles of
Amendment to the Articles of Incorporation of ENB Bankshares, Inc.:
ARTICLE ONE
The name of the corporation is ENB Bankshares, Inc.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by the
sole director of the corporation, no shares having been issued.
1. The Articles of Incorporation are amended to add a new Article XI to
read in its entirety as follows:
"ARTICLE XI
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Shareholders of the corporation have the preemptive right to purchase
additional shares of common stock to be issued by the corporation for cash
in proportion to the percentage of shares owned by each shareholder;
provided, however, that shareholders shall not have any preemptive right to
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purchase (1) 40,000 shares of common stock to be issued by the corporation
pursuant to a stock option plan adopted by the corporation, or (2) shares
issued to satisfy conversion rights associated with convertible debentures
issued by the corporation. The Board of Directors shall have the power to
prescribe a reasonable period of time within which preemptive rights must
be exercised."
ARTICLE THREE
The Amendment does not provide for an exchange, reclassification or
cancellation of issued shares. The Amendment does not effect a change in the
amount of stated capital.
ARTICLE FOUR
No shares have been issued by the corporation, and therefore the amendment
was adopted by the sole director of the corporation without a shareholder vote.
ARTICLE FIVE
The foregoing amendment was adopted by written consent of the sole director
of the corporation.
Dated August 16, 2000.
ENB BANKSHARES, INC.
By: /s/ PATRICK G. ADAMS
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Secretary
