CERTIFICATE OF INCORPORATION
OF
UNITED NATIONAL BANCORP
PURSUANT TO THE NEW JERSEY BUSINESS
CORPORATION ACT, N.J.S.A. SECTION 14A:1-1 ET SEQ
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As amended through August 10, 1999
ARTICLE 1
1. The name of this Corporation is: UNITED NATIONAL BANCORP.
2. The principal office of this Corporation is: 65 Readington Road,
Branchburg, New Jersey 08876.
ARTICLE 2
1. The purpose for which this Corporation is organized is to act to the
fullest extent permitted by law as a bank holding company and to otherwise
engage in any activity within the purposes for which corporations may be
organized under the New Jersey Business Corporation Act.
ARTICLE 3
1. The total authorized capital stock of the Corporation shall be
26,000,000 shares, consisting of 25,000,000 shares of Common Stock and 1,000,000
shares of Preferred Stock which may be issued in one or more classes or series.
The shares of Common Stock shall constitute a single class and shall have a par
value of $1.25 per share. The shares of Preferred Stock of each class or series
shall be without nominal or par value, except that the amendment authorizing the
initial issuance of any class or series, adopted by the board of directors as
provided herein, may provide that shares of any class or series shall have a
specified par value per share, in which event all of the shares of such class or
series shall have the par value per share so specified.
2. The Board of Directors of the Corporation is expressly authorized from
time to time to adopt and to cause to be executed and filed without further
approval of the shareholders amendments to this Certificate of Incorporation
authorizing the issuance of one or more classes or series of Preferred Stock for
such consideration as the Board of Directors may fix. In an amendment
authorizing any class or series of Preferred Stock, the Board of Directors is
expressly authorized to determine:
(a) The distinctive designation of the class or series and the number
of shares which will constitute the class or series, which number may be
increased or decreased (but not below the number of shares then outstanding in
that class or above the total shares authorized herein) from time to time by
action of the Board of Directors.
(b) The dividend rate on the shares of the class or series, whether
dividends will be cumulative, and, if so, from what date or dates;
(c) The price or prices at which, and the terms and conditions on
which, the shares of the class or series may be redeemed at the option of
the Corporation;
(d) Whether or not the shares of the class or series will be entitled
to the benefit of a retirement or sinking fund to be applied to the purchase or
redemption of such shares and, if so entitled, the amount of such fund and the
terms and provisions relative to the operation thereof;
(e) Whether or not the shares of the class or series will be
convertible into, or exchangeable for, any other shares of stock of the
Corporation or other securities, and if so convertible or exchangeable, the
conversion price or prices, or the rates of exchange, and any adjustments
thereof, at which such conversion or exchange may be made, and any other terms
and conditions of such conversion or exchange;
(f) The rights of the shares of the class or series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;
(g) Whether or not the shares of the class or series will have
priority over, parity with, or be junior to the shares of any other class or
series in any respect, whether or not the shares of the class or series will be
entitled to the benefit of limitations restricting the issuance of shares of any
other class or series having priority over or on parity with the shares of such
class or series and whether or not the shares of the class or series are
entitled to restrictions on the payment of dividends on, the making of other
distributions in respect of, and the purchase or redemption of shares of any
other class or series of Preferred Stock or Common Stock ranking junior to the
shares of the class or series;
(h) Whether the class or series will have voting rights, in addition
to any voting rights provided by law, and if so, the terms of such voting
rights; and
(i) Any other preferences, qualifications, privileges, options and
other relative or special rights and limitations of that class or series.
ARTICLE 4
1. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. A director of the
Corporation shall not be personally liable to the Corporation or its
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shareholders for damages for breach of any duty owed to the Corporation or its
shareholders, except for liability for any breach of duty based upon an act or
omission (a) in breach of such person's duty of loyalty to the Corporation or
its shareholders, (b) not in good faith or involving a knowing violation of law
or (c) resulting in receipt by such person of an improper personal benefit.
2. ELIMINATION OF CERTAIN LIABILITY OF OFFICERS. Unless provided otherwise
by law, an officer of the Corporation shall not be personally liable to the
Corporation or its shareholders for damages for breach of any duty owed to the
Corporation or its shareholders, except for liability for any breach of duty
based upon an act or omission (a) in breach of such person's duty of loyalty to
the Corporation or its shareholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt by such person of an
improper personal benefit.
3. REPEAL OR MODIFICATION OF THIS ARTICLE. Any repeal or modification of
the foregoing paragraphs by the shareholders of the Corporation shall not
adversely affect any right or protection of a director or an officer of the
Corporation existing at the time of such repeal or modification.
ARTICLE 5
1. (a) Except as otherwise provided herein, no purchase by the Corporation
from any Interested Person (as
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hereinafter defined) of shares of any stock of the Corporation owned by such
Interested Person shall be made at a price exceeding the average price paid by
such Interested Person for all shares of stock of the Corporation acquired by
such Interested Person during the two-year period preceding the date of such
proposed purchase unless such purchase is approved by the affirmative vote of
not less than two-thirds of the votes cast by Disinterested Shareholders (as
hereinafter defined) entitled to vote thereon.
(b) The provisions of this Section 1 of ARTICLE FIVE shall not apply
to (i) any offer to purchase made by the Corporation which is made on the same
terms and conditions to all holders of shares of stock of the Corporation, (ii)
any purchase by the Corporation of shares owned by an Interested Person
occurring after the end of two years following the date of the last acquisition
by such Interested Person of stock of the Corporation, (iii) any transaction
which may be deemed to be a purchase by the Corporation of shares of its stock
which is made in connection with the terms or operation of any stock option or
other employee benefit plan now or hereafter maintained by the Corporation, or
(iv) any purchase by the Corporation of shares of its stock at prevailing market
prices pursuant to a stock repurchase program.
2. Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation, no Transaction (as hereinafter
defined) between the Corporation and any Interested Person shall be valid nor
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shall any such Transaction be consummated unless (i) such Transaction is
expressly approved by at least the affirmative vote of Disinterested Directors
(as hereinafter defined) which vote at the time constitutes at least a majority
vote of the entire Board of Directors of the Corporation, or (ii) such
Transaction is approved by the affirmative vote of not less than two-thirds of
the votes cast by Disinterested Shareholders entitled to vote thereon, or (iii)
if such Transaction would result in payment of cash or other property to the
shareholders of the Corporation, such transaction provides for the payment to
each of the Disinterested Shareholders upon the consummation thereof, in
exchange for all the shares of the Corporation's capital stock held by each of
such Disinterested Shareholders, consideration which, as to both amount and
kind, is equal to or greater than the highest per share price actually paid by
or for the account of such Interested Person for the same class of shares of
capital stock held by such Disinterested Shareholders during both the two-year
period prior to the time any such Interested Person became such and the two-year
period prior to the consummation of such Transaction.
3. For purposes of this Article: (i) the term "Interested Person" means any
individual, corporation, partnership, trust, association or other organization
or entity (including any group formed for the purpose of acquiring, voting or
holding securities of the Corporation) which beneficially or of record, owns or
controls by agreement, voting
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trust or otherwise, at least 3% of the voting power of any class of capital
stock of the Corporation and who (a) is offering shares to the Corporation for
repurchase or (b) is party to a proposed Transaction with the Corporation, as
the case may be, and such term also includes any corporation, partnership,
trust, association, or other organization or entity in which one or more
Interested Persons have the power, trough the ownership of voting securities, by
contract, or otherwise, to influence significantly any of the management,
activities or policies of such corporation, partnership, trust, association, or
other organization or entity; (ii) the term "Disinterested Director" means a
director (excluding any directly who is an Interested Person) who was either a
member of the Board of Directors of the Corporation prior to the time the
Interested Person in the proposed transaction became an Interested Person or who
subsequently became a director of the Corporation and whose election, or
nomination for election, was approved by the vote of at least a majority of the
Disinterested Directors of the Corporation voting on such nomination or
election; (iii) the term "Disinterested Shareholders" means those holders of the
Corporation's capital stock entitled to vote on the transaction, none of which
is an Interested Person; and (iv) the term "Transaction" includes a merger,
consolidation, liquidation, or other form of corporate reorganization deemed to
involve the purchase or transfer of the shares of the Corporation.
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4. The provisions of this Article shall not be amended without the
affirmative vote of not less than two-thirds of the votes cast by the
shareholders entitled to vote thereon; provided, however, that if, at the time
of such vote, there shall be one or more Interested Persons, (i) in the case of
amendment of Section 1 or 2 of this ARTICLE FIVE, such affirmative vote shall
include the affirmative vote in favor of such amendment of not less than
two-thirds of the votes cast by Disinterested Shareholders entitled to vote
thereon, or (ii) in the case of Section 2 of this ARTICLE FIVE, such amendment
shall have been approved by the affirmative vote of Disinterested Directors,
which vote at the time constitutes at least a majority vote of the entire Board
of Directors of the Corporation,
5. The provisions of this Article shall be in addition to any other
provisions of the New Jersey Business Corporation Law or this Certificate of
Incorporation or the By-Laws of the Corporation, each as amended from time to
time, applicable to the authorization and consummation by the Corporation of any
transaction or amendment contemplated by this ARTICLE FIVE.
ARTICLE 6
1. The address of the Corporation's initial registered office is: 202 Park
Avenue, Plainfield, New Jersey 07061.
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2. The name of the Corporation's initial registered agent at such address
is: Pierce Baugh.
ARTICLE 7
1. The number of directors constituting the Corporation's first Board of
Directors, and the names and addresses of the persons who are to serve as such
directors are as follows:
The initial Board of Directors shall consist of four persons:
Kenneth W. Turnbull
George F. Hetfield, Sr.
Lowell F. Johnson
Mrs. C. Northrop Pond
The address for each of them shall be c/o United National Bank, 202 Park Avenue,
Plainfield, New Jersey 07061.
ARTICLE 8
1. The names and addresses of the Corporation's incorporators are as
follows: George F. Hetfield, Sr., 102 North Avenue, Plainfield, New Jersey
07061.
ARTICLE 9
1. The duration of the Corporation shall be perpetual.
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ARTICLE 10
1. This Certificate of Incorporation shall be effective on the date of its
filing.
ARTICLE 11
The directors of the Corporation shall be divided into three classes, as
nearly equal in number as possible, designated Class I, Class II and Class III.
Class I directors shall initially serve until the 1996 annual meeting of
shareholders; Class II directors shall initially serve until the 1997 annual
meeting of shareholders; and Class III directors shall initially serve until the
1998 annual meeting of shareholders. At each annual meeting of shareholders,
successors to the class of directors whose term expires at the annual meeting
shall be elected for a term expiring at the third succeeding annual meeting of
shareholders after their election. Except as otherwise provided by law, 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. In no case shall a decrease in the number of directors
shorten the term of any incumbent directors.
/s/ Thomas C. Gregor
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THOMAS C. GREGOR
DATED: August 14, 1997
