EXHIBIT 3(a)
RESTATED
ARTICLES OF INCORPORATION
OF
BRITTON & KOONTZ CAPITAL CORPORATION
FIRST: The name of the corporation is Britton & Koontz Capital Corporation.
SECOND: The period of its duration is ninety-nine (99) years.
THIRD: The specific purpose or purposes for which the corporation is
organized stated in general terms are:
Primarily, to purchase, own and hold the stock of other corporations,
and to do every act and thing covered generally by the denomination
"holding corporation" or "holding company," and especially to direct
the operations of other corporations through the ownership of stock
therein; to purchase, subscribe for, acquire, own, hold, sell,
exchange, assign, transfer, create security interest in, pledge or
otherwise dispose of shares of the capital stock, or any bonds, notes,
securities or evidences of indebtedness created by any other
corporation or corporations organized under the laws of this state or
any other state or district or country, nation or government and also
bonds or evidences of indebtedness of the United States or any other
state, district, territory, dependency or country or subdivision or
municipality thereof; to issue in exchange therefor shares of the
capital stock, bonds, notes or other obligations of the corporation and
while the owner thereof to exercise all the rights, powers and
privileges of ownership including the right to vote on any shares of
stock; to promote, lend money to and guarantee the bonds, notes,
evidences of indebtedness, contracts or other obligations of, and
otherwise aid in any manner which shall be lawful, any corporation or
association of which any bonds, stocks or other securities or evidences
of indebtedness shall be held by or for this corporation, or in which,
or in the welfare of which, this corporation shall have any interest,
and to do any acts and things permitted by law and designed to protect,
preserve, improve or enhance the value of any such bonds, stocks or
other securities or evidences of indebtedness or the property of this
corporation.
And, to engage in such activities or businesses as may from time to
time be permitted by State or Federal statutes, regulations or
authorities, including, but not limited to, the business of acting as
agent or broker for insurance companies in soliciting and receiving
application for any and all types of insurance, collecting premiums and
doing such other
<PAGE>
business as may be delegated to agents or brokers by such insurance
companies and to conduct an insurance agency and insurance brokerage
business.
To do any and all things and exercise any and all powers, rights and
privileges which the corporation may now or hereafter be authorized to
do under the Mississippi Business Corporation Act.
FOURTH: The Corporation has authority to issue 12,000,000 shares of capital
stock all of which shall be designated as common stock with a par value of $2.50
per share.
FIFTH: The corporation will not commence business until consideration of
the value of at least $1,000 has been received for the issuance of shares.
SIXTH: Britton & Koontz Capital Corporation shall have the right to
purchase its own shares to the extent of its unreserved and unrestricted earned
surplus and capital surplus available therefor.
SEVENTH: If any person, firm, or corporation, (herein referred to as the
Tender Offeror) or any person, firm, or corporation controlling the Tender
Offeror, controlled by the Tender Offeror, or under common control with the
Tender Offeror, or any group of which the Tender Offeror or any of the foregoing
persons, firms, or corporations are members, or any other group controlling the
Tender Offeror, controlled by the Tender Offeror, or under common control with
the Tender Offeror owns of record, or owns beneficially, directly or indirectly,
more than 10% of any class of equity voting security of this Corporation with
the Tender Offeror, then any merger or consolidation of this corporation with
the Tender Offeror, or any sale, lease, or exchange of substantially all of the
assets of this Corporation or of the Tender Offeror to the other may not be
effected under the laws of Mississippi unless a meeting of the shareholders of
this Corporation is held to vote thereon and the votes of the holders of voting
securities of this Company representing not less than 80% of the votes entitled
to vote thereon, vote in favor thereof. As used herein, the term group includes
persons, firms, and corporations acting in concert, whether or not as a formal
group, and the term equity security means any share or similar security; or any
security convertible, with or without consideration, into such a security, or
carrying any warrant to subscribe to or purchase such a security; or any such
warrant or right. The foregoing provision is to require a greater vote of
shareholders than is required by Mississippi Code of 1972 Section 79-3-145
(dealing with mergers and consolidations) and Section 79-3-157 (dealing with
sales, mortgages, etc. of assets outside the ordinary course of business) and
the provisions of this Article SEVENTH shall not be amended, changed or repealed
without a similar 80% vote of the voting securities in this Corporation, which
is a greater vote than required by Mississippi Code of 1972 Section 79-3-117
(dealing with amendments to these Articles of Incorporation).
EIGHTH: Pursuant to the provisions of Section 79-4-2.02(b)(4), Miss. Code
Ann. (1972), as Amended, the Directors of the Corporation shall not be liable to
the Corporation or its
<PAGE>
shareholders for money damages for any action taken, or any failure to take
action, as a Director, except liability for: (a) the amount of a financial
benefit received by a Director to which he is not entitled; (b) an intentional
infliction of harm on the corporation or the shareholders; (c) a violation of
Section 79-4-8.33, Miss. Code Ann. (1972), as Amended; or (d) an intentional
violation of criminal law.
NINTH: The name and post office address of each incorporator is:
NAME STREET AND POST OFFICE ADDRESS
W. J. Feltus, Jr. 200 D'Evereaux Drive
P. O. Box 1067
Natchez, Mississippi 39120
Albert W. Metcalfe 108 Overton Road
Natchez, Mississippi 39120
TENTH: The Corporation shall have three classes of directors, each class to
be as nearly equal in number as possible, the term of office of directors of the
first class to expire at the first annual meeting of the shareholders after
their election, that of the second class to expire at the second annual meeting
after their election, and that of the third class to expire at the third annual
meeting after their election. At each annual meeting after such classification,
the number of directors equal to the number of the class whose term expires at
the time of such meeting shall be elected to hold office.
Directors shall be elected only at annual meetings of shareholders, and
any vacancy in the Board of Directors, however created, shall be filled at the
annual meeting succeeding the creation of such vacancy. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent director.
No member of the Board of Directors may be removed, with or without
cause, except at a meeting called in accordance with the Bylaws expressly for
that purpose and except upon a vote in favor of such removal of the holders of
eighty percent (80%) of the shares then entitled to vote at an election of
directors; and in the event that less than the entire Board is to be removed, no
one of the directors may be removed if the votes cast against his removal would
be sufficient to elect him if then cumulatively voted at an election of the
class of directors of which he is a part.
The vote of shareholders required to alter, amend or repeal this
Article TENTH, or to alter, amend or repeal any other Article of the Articles of
Incorporation in any respect which
<PAGE>
would or might have the effect, direct or indirect, of modifying, permitting any
action inconsistent with, or permitting circumvention of this Article TENTH,
shall be by the affirmative vote of at least eighty percent (80%) of the total
voting power of all shares of stock of the Corporation entitled to vote in the
election of directors, considered for purposes of this Article as one class.
ELEVENTH: The Board of Directors of the Corporation, in connection with the
exercise of its judgment in determining what is in the best interest of the
Corporation and its shareholders when evaluating any proposed Major Business
Transaction (as defined below), in addition to considering the adequacy of the
amount of consideration to be paid in connection with such transaction, shall
consider all of the following factors and any other factors which it deems
relevant:
(a) the social and economic effects of the transaction on the
Corporation, any subsidiary, depositors, loan and other
customers, creditors and employees of the Corporation and its
subsidiaries, and other elements of the community in which the
Corporation and its subsidiaries operate or are located;
(b) the business, financial condition and earnings prospects of
the acquiring person, including, but not limited to, debt
service and other existing or likely financial obligations of
the acquiring person, and the possible effect of such
conditions upon the Corporation, its subsidiaries and the
other elements of the community in which the Corporation and
its subsidiaries operate or are located; and
(c) the competence, experience and integrity of the acquiring
person and its management.
For purposes of this Article, the term "Major Business Transaction"
shall mean (i) any merger or consolidation of the Corporation or any subsidiary,
(ii) any sale, exchange, transfer or other disposition of all or substantially
all of the Corporation's or any subsidiary's assets, (iii) any offer to purchase
any or all of the Corporation's securities, or (iv) any similar transaction or
event.
The vote of shareholders required to alter, amend or repeal this
Article ELEVENTH, or to alter, amend or repeal any other Article of the Articles
of Incorporation in any respect which would or might have the effect, direct or
indirect, of modifying, permitting any action inconsistent with, or permitting
circumvention of this Article ELEVENTH, shall be by the affirmative vote of at
least eighty percent (80%) of the total voting power of all shares of stock of
the Corporation entitled to vote in the election of directors, considered for
purposes of this Article as one class.
<PAGE>
TWELFTH: Effective June 1, 1996, the Corporation hereby elects to be
governed by the provisions of the Mississippi Control Share Act,ss.79-27-1 et.
seq., and to be an "issuing public corporation" for all purposes thereof.
The vote of shareholders required to alter, amend or repeal this
Article TWELFTH, or to alter, amend or repeal any other Article of the Articles
of Incorporation in any respect which would or might have the effect, direct or
indirect, of modifying, permitting any action inconsistent with, or permitting
circumvention of this Article TWELFTH, shall be by the affirmative vote of at
least eighty percent (80%) of the total voting power of all shares of stock of
the Corporation entitled to vote in the election of directors, considered for
purposes of this Article as one class.
