EXHIBIT 3.1
Phone: (503) 986-2200
Fax: (503) 378-4381 Articles of Amendment - Business/Professional/Nonprofit
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Secretary of State Check the appropriate box below:
Corporation Division __ BUSINESS/PROFESSIONAL CORPORATION
255 Capitol St. NE, Suite 151 (Complete only 1, 2, 3, 4, 6, 7)
Salem, OR 97310-1327 __ NONPROFIT CORPORATION
(Complete only 1,2,3, 5, 6, 7)
Registry Number: _________________
Attach Additional Sheet If Necessary
Please Type or Print Legibly in Black Inc.
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1) Name of Corporation Prior to Amendment. Security Bank Holding Company
2) State the Article Number(s) and set forth the Article(s) as it is amended
to read. (Attach a separate sheet if necessary).
Change of name to: Independent Financial Network, Inc.
See attached Resolution Article I
3) The Amendment was Adopted on: April 18, 2000 (If more than one amendment
was adopted, identify the date of adoption of each Amendment)
BUSINESS/PROFESSIONAL CORPORATION ONLY
======================================
4) Check the Appropriate Statement
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__ Shareholder action was required to adopt the amendment(s). The vote was
as follows:
<TABLE>
<CAPTION>
Class or Number of Number of Number of Number of
series of shares votes entitled votes entitled votes entitled
shares outstanding to be cast to be cast to be cast
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<S> <C> <C> <C> <C>
Common 4,681,147 4,681,147 3,567,611 313,759
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</TABLE>
__ Shareholder action was not required to adopt the amendment(s). The
amendment(s) was adopted by the board of directors without shareholder
action.
__ The corporation has not issued any shares of stock. Shareholder action
was not required to adopt the amendment(s). The amendment(s) was adopted
by the incorporators or by the board of directors.
NONPROFIT CORPORATION ONLY
==========================
5) Check the Appropriate Statement
__ Membership approval was not required. The amendment(s) was approved by a
sufficient vote of the board of directors or incorporators.
__ Membership approval was required. The membership vote was as follows:
<TABLE>
<CAPTION>
Class(es) Number of Number of Number of Number of
entitled members entitled votes entitled votes cast votes cast
to vote to vote to be cast FOR AGAINST
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<S> <C> <C> <C> <C>
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</TABLE>
6) Execution
Printed Name Signature Title
CHARLES D. BRUMMEL /s/ Charles D. Brummel Chief Executive Officer
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7) Contact Name Daytime Phone Number - Including Area Code
Linda Goodwin 541-267-5356
Ex. 3.1 - 1
<PAGE>
SECURITY BANK HOLDING COMPANY
SHAREHOLDERS' RESOLUTION #1-2OOO
RESOLVED, that Article I of the corporation's Articles of Incorporation
is amended to read in its entirety, as follows:
"ARTICLE I
The name of the corporation is INDEPENDENT FINANCIAL NETWORK, INC., and
its duration shall be perpetual."
DATED: April 18, 2000.
SECURITY BANK HOLDING COMPANY
/s/ Linda Goodwin
------------------------------------------
Secretary
CERTIFICATION OF CORPORATE SECRETARY
I CERTIFY that the foregoing is a true and exact copy of the foregoing
resolution adopted by the Shareholders of Security Bank Holding Company at a
meeting duly called and held at North Bend, Oregon. on the 18th day of April,
2000, at which a quorum was present and voted; that such resolution is duly
recorded in the minutes book of this corporation and that such resolution
remains in full force and effect as of this dare.
DATED: April 18, 2000
SECURITY BANK HOLDING COMPANY
/s/ Linda Goodwin
------------------------------------------
Secretary
Ex. 3.1 - 2
<PAGE>
Submit the Original STATE OF OREGON
And One True Copy CORPORATION DIVISION
No Fee Required 158 12th Street NE
Salem, OR 97310
Registry Number:
ARTICLES OF AMENDMENT
__________________ By Directors or Shareholders
(If known)
PLEASE TYPE OR PRINT LEGIBLY IN BLACK INC.
1. Name of the corporation prior to amendment:
Security Bank Holding Company
2. State the article number(s) and set forth the article(s) as it is amended
to read. (Attach additional sheets, if necessary.)
Paragraph (15) of Article II will be deleted, Article VIII will be
amended, and Article XIII will be added. See attached sheets.
3. The amendment was adopted on March 17, 1988. (if more than one amendment
was adopted, identify the date of adoption of each amendment.)
4. Check the one appropriate statement:
___ Shareholder action was not required to adopt the amendment(s). The
amendment was adopted by the board of directors without shareholder
action.
___ Shareholder action was required to adopt the amendment(s). The
shareholder vote was as follows:
<TABLE>
<CAPTION>
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Class or Series Number of Shares Number of Votes Number of Votes Number of Votes
of Shares Outstanding Entitled to be Cast Cast For Cast Against
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<S> <C> <C> <C> <C>
Common Stock 276,406 276,406 53,250.35 1,821.75
Common Stock 276,406 276,406 53,250.35 1,821.75
-----------------------------------------------------------------------------------------------------
</TABLE>
5. Other provisions, if applicable (Attach additional sheets, if necessary).
Execution: /s/ Charles D. Brummel Charles D. Brummel President
---------------------- ------------------- ----------------
Signature Printed Name Title
Person to contact about this filing: Michael V. Fennell (503) 221-0847
------------------ ---------------------
Name Daytime Phone Number
Submit the original and a true copy to the Corporation Division, 155 12th
Street NE, Salem, Oregon 97310. There is no fee required. If you have
question., please call (503) 378-4166.
Ex. 3.1 - 3
<PAGE>
ARTICLE VIII
INDEMNI FICATION
A. Non-Derivative Actions. Subject to the provisions of Sections C and F
below, the corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened. pending or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative,
(including all appeals) (other than an action by or in the right of the
corporation) by reason of or arising from the fact that the person is or was a
director or officer of the corporation or one of its subsidiaries, or is or
was serving at the request of the corporation as a director, officer, partner,
or trustee of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against reasonable
expenses (including attorney's fees), judgments. fines, penalties, excise
taxes assessed with respect to any employee benefit plan and amounts paid in
settlement actually and reasonably incurred by the person to be indemnified in
connection with such action, suit or proceeding If the person acted in good
faith, did not engage in intentional misconduct. and, with respect to any
criminal action or proceeding, did not know the conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith or,
with respect to any criminal action or proceeding, that the person knew that
the conduct was unlawful.
B. Derivative Actions. Subject to the provisions of Sections C and F
below, the corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit (including all appeals) by or in the right of the corporation to
procure a judgment In its favor by reason of or arising from the fact that the
person is or was a director or officer of the corporation or one of its
subsidiaries, or is or was serving at the request of the corporation as a
director, officer, partner, or trustee of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against reasonable expenses (including attorneys' fees) actually
incurred by the person to be indemnified in connection with the defense or
settlement of such action or suit if the person acted in good faith; provided,
however, that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable for
deliberate misconduct In the performance of that person's duty to the
corporation, for any transaction in which the person received an improper
personal benefit, for any breach of the duty of loyalty to the corporation, or
for any distribution to shareholders which is unlawful under applicable Oregon
law, unless and only to the extent that the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
C. Determination of Right to Indemnification in Certain Cases. Subject to
the provisions of Sections E and F below, indemnification under Sections A and
B of this Article shall not be made by the corporation unless It is expressly
determined that indemnification of the person who Is or was an officer or
Ex. 3.1 - 4
<PAGE>
director, or is or was serving at the request of the corporation as a
director, officer, partner, or trustee of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, is proper in the circumstances because the person has met the
applicable standard of conduct set forth in Sections A or B. That
determination may be made by any of the following:
(a) By the Board of Directors by majority vote of a quorum
consisting of directors who are not or were not parties to the action,
suit or proceeding;
(b) If a quorum cannot be obtained under paragraph (a) of this
subsection, by majority vote of a committee duly designated by the Board
of Directors consisting solely of two or more directors not at the time
parties to the proceeding (directors who are parties to the proceeding
may participate in designation of the committee);
(c) By special legal counsel selected by the Board of Directors or
its committee in the manner prescribed in (a) or (b) or, if a quorum of
the Board of Directors cannot be obtained under (a) and a committee
cannot be designated under (b) the special legal counsel shall be
selected by majority vote of the full Board of Directors, including
directors who are parties to the proceeding;
(d) By the shareholders; or
(e) By a court of competent jurisdiction.
D. Indemnification of Persons Other than Officers or Directors. Subject
to the provisions of Section F, in the event any person not included with the
group of persons referred to or in Sections A and B of this Article was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding of a type referred to in Sections A or B
of this Article by reason of or arising from the fact that such person is or
was an employee or agent (including an attorney) of the corporation or one of
Its subsidiaries, or is or was serving at the request of the corporation as an
employee or agent (including an attorney) of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, the Board of Directors of the corporation by a majority vote of a
quorum (whether or not such quorum consists in whole or in part of directors
who were parties to such action, suit or proceeding) or the stockholders of
the corporation by a majority vote of the outstanding shares may. but shall
not be required to, grant to such person a right of indemnification to the
extent described in Sections A or B of this Article as if the person were an
officer or director referred to therein, provided that such person meets the
applicable standard of conduct set forth in such Sections. Furthermore, the
Board of Directors may designate by resolution in advance of any action, suit
or proceeding, those employees or agents (including attorneys) who shall have
all rights of Indemnification granted t' officers and directors under this
Article.
E. Successful Defense. Notwithstanding any other provision of Sections A,
B. C or D of this Article, but subject to the provisions of Section F, to the
extent a director, officer, employee or agent including an attorney) is
successful on the merits or otherwise in defense of any action, suit or
Ex. 3.1 - 5
<PAGE>
proceeding referred to in Sections A, B or D of this Article, or in defense of
any claim, issue or matter therein, that person shall be Indemnified against
expenses (including attorneys fees) actually and reasonably incurred by him in
connection therewith.
F. Condition Precedent to Indemnification Under Sections A, B or D. Any
person who desires to receive the benefits otherwise conferred by Sections A,
B or D of this Article shall promptly notify the corporation that the person
has been named a defendant to an action, suit or proceeding of a type referred
to in Sections A, B or D and intends to rely upon the right of indemnification
described in Sections A, B or D of this Article. The notice shall be in
writing and mailed, via registered or certified mail, return receipt
requested, to the President of the corporation at the executive offices of the
corporation or, In the event the notice is from the President, to the
registered agent of the corporation. Failure to give the notice required
hereby shall entitle the Board of Directors of the corporation by a majority
vote or a quorum (consisting of directors who, insofar as indemnity of
officers or directors is concerned, were not parties to such action, suit or
proceeding, but who, insofar as indemnity of employees or agents is concerned,
may or may not have been parties) or the stockholders of the corporation by a
majority of the votes entitled to be cast by holders of shares of the
corporation's stock which have unlimited voting rights of the corporation to
make a determination that such a failure was prejudicial to the corporation in
the circumstances and that, therefore, the right to indemnification referred
to in Sections A, B or D of this Article shall be denied in its entirety or
reduced in amount.
G. Advances for Expenses. Expenses incurred by a person indemnified
hereunder in defending a civil, criminal, administrative or investigative
action, suit or proceeding (including all appeals) or threat thereof, may be
paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
person to repay such expenses if it shall ultimately be determined that the
person is not entitled to be indemnified by the corporation and a written
affirmation of the 1erson's good faith belief that he or she has met the
applicable standard of conduct. The undertaking must be a general personal
obligation of the party receiving the advances but need not be secured and may
be accepted without reference to financial ability to make repayment.
H. Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation or one of its subsidiaries or is or was serving at the request
of the corporation as a director, officer, partner. trustee, employee or agent
of another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted
against and Incurred by that person in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
Indemnify that person against such liability under the provisions of this
Article or under applicable Oregon law.
I. Purpose and Exclusivity. The Indemnification referred to in the
various Sections of this Article shall be deemed to be in addition to and not
in lieu of any other rights to which those indemnified may be entitled under
any statute, rule of law or equity, agreement, vote of the stockholders or
Ex. 3.1 - 6
<PAGE>
Board of Directors or otherwise. The corporation is authorized to enter into
agreements of indemnification. The purpose of this Article is to augment the
provisions of applicable Oregon law dealing with indemnification.
J. Severability. If any of the provisions of this Article are found, in
any actions suit or proceeding, to be Invalid or ineffective, the validity
.and the effect of the remaining provisions shall not be affected.
ARTICLE XIII
LIMITATIONS ON LIABILITY OF DIRECTORS
No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for conduct as a
director, except that this provision shall not eliminate or limit the
liability of a director for any act or omission occurring prior to the date of
adoption of this Article and that this provision shall not eliminate or limit
the liability of a director for (a) any breach of the director's duty of
loyalty to the corporation or its stockholders; (b) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (c) any distribution to shareholders which is unlawful under Oregon law;
or (d) any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article shall apply to or have any
effect on the liability or alleged liability of any director of the
corporation for or with respect to any acts or omissions prior to such
amendment or repeal
If Oregon law is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the corporation shall be eliminated or limited to the fullest extent permitted
by Oregon law, as so amended.
Ex. 3.1 - 7
<PAGE>
ARTICLES OF AMENDMENT
OF
SECURITY BANKHOLDING COMPANY
Pursuant to ORS 57.370, the undersigned corporation submits for filing
the following Articles of Amendment to its Articles of Incorporation:
1. The name of the corporation prior to this Amendment is: SECURITY BANK
HOLDING COMPANY.
2. The following amendment of the Articles of Incorporation was adopted
by the shareholders on October 10, 1986.
3. Article III of the Articles of Incorporation shall be amended to read
as follows:
ARTICLE III:
The total number of shares of all classes of stock
which the Corporation shall have authority to issue is
twenty million (20,000,000) divided into three classes, as
follows:
Five million (5,000,000) shares of voting preferred
stock, with a par value of five dollars ($5.00) per share
(hereinafter sometimes referred to as "Voting Preferred
Stock");
Five million (5,000,000) shares of preferred stock,
with a par value of five dollars ($5,00) per share,
without voting rights except with respect to voting rights
in the event of a default in the payment or any dividend
or with respect to the issuance of a different series of
Preferred Stock which would materially or adversely affect
the rights, preferences or powers of such issuance
(hereinafter sometimes referred to as "Non-voting
Preferred Stock"); and
Ten million (10,000,000) shares of common stock, with
a par value of five dollars ($5.00) per share (hereinafter
sometimes referred to as "Common Stock").
4. The total number of shares which, at the time of adoption of
amendment, were outstanding: 231,526; entitled to vote thereon: 231,526; voted
for amendment: 168,467: voted against amendment: 3,079.
Ex. 3.1 - 8
<PAGE>
5. If the shares of any class were entitled to vote on such amendment as
a class, designate the number of outstanding shares entitled to vote thereon
and the number of shares of each such class voted for and against such
amendment:
NOT APPLICABLE
6. If amendment provides for an exchange, reclassification or
cancellation of issued shares, and the manner in which the same shall be
affected is not otherwise set forth herein, the exchange, reclassification or
cancellation shall be effected as follows:
The issued aid outstanding shares will be exchanged
on a two for one basis.
7. If amendment effects a change in amount of stated capital, the amount
of stated capital as changed is not applicable. Change affected as follows:
NOT APPLICABLE
We, the undersigned officers, declare under the penalties of perjury that
we have examined the foregoing and, to the best of our knowledge and belief it
is true, correct and complete.
DATED: May 27, 1987.
SECURITY BANK HOLDING COMPANY
By: ___________________________________________
CHARLES D. BRUMMEL, President
By: ___________________________________________
HARRY A. SLACK, JR., Secretary
Ex. 3.1 - 9
<PAGE>
ARTICLES OF AMENDMENT
OF
SECURITY BANKHOLDING COMPANY
Pursuant to ORS 57.370, the undersigned corporation submits for filing
the following Articles of Amendment to its Articles of Incorporation:
1. The name of the corporation prior to this Amendment is: SECURITY BANK
HOLDING COMPANY.
2. The following amendment of the Articles of Incorporation was adopted
by the shareholders on October 10, 1986.
3. Article III of the Articles of Incorporation shall be amended to read
as follows:
ARTICLE III:
Ten million (10,000,000) shares of common stock, with
a par value of five dollars ($5.00) per share (hereinafter
sometimes referred to as "Common Stock").
4. The total number of shares which, at the time of adoption of
amendment, were outstanding: 231,526; entitled to vote thereon: 231,526; voted
for amendment: 168,467; voted against amendment: 3,079.
5. If the shares of any class were entitled to vote on such amendment as
a class, designate the number of outstanding shares entitled to vote thereon
and the number of shares of each such class voted for and against such
amendment:
NOT APPLICABLE
6. If amendment provides for an exchange, reclassification or
cancellation of issued shares, and the manner in which the same shall be
affected is not otherwise set forth herein, the exchange, reclassification or
cancellation shall be effected as follows:
The issued and outstanding shares will be exchanged
on a two for one basis.
Ex. 3.1 - 10
<PAGE>
7. If amendment effects a change in amount of stated capitals the amount
of stated capital as changed is not applicable. Change affected as follows:
NOT APPLICABLE
We, the undersigned officers, declare under the penalties of perjury that
we have examined the foregoing and, to the best of our knowledge and belief it
is true, correct and complete.
DATED: November 10, 1986.
SECURITY BANK HOLDING COMPANY
By: ___________________________________________
CHARLES D. BRUMMEL, President
By: ___________________________________________
HARRY A. SLACK, JR., Secretary
Ex. 3.1 - 11
<PAGE>
ARTICLES OF INCORPORATION
OF
SECURITY BANK HOLDING COMPANY
ARTICLE I.
The name of the Corporation is SECURITY BANK HOLDING COMPANY and its
duration shall be perpetual.
ARTICLE II.
The purposes for which the Corporation is organized are:
(1) To own and hold the capital stocks of state or federally-chartered
banks.
(2) To engage in any lawful activity for which a corporation may be
organized under ORS Chapter 57.
(3) To invest and reinvest all or part of its assets, to the extent
permitted by applicable law, now or hereafter existing, in any and
all: obligations, loans, notes, bonds, debentures, warrants,
certificates or other evidences of indebtedness of any person, firm,
partnership, association, corporation, cooperative, trust, business
or investment trust, the United States, any foreign country, or of
any other state, territory, governmental district, agency or
municipality thereof; real property, improved or unimproved, of
every kind and description and all interests and estates therein of
whatsoever nature; personal property, or any interest therein,
including but not limited to, contracts, chooses in action, rights
and powers, all of which may be either negotiable or non-negotiable;
securities, common or preferred stocks or certificates
(participating, voting or non-voting), of corporations,
cooperatives, trusts or business or investment trusts; oil and
mineral rights, leases and interests of every kind and description;
and every other matter or thing, real, personal or mixed, tangible
or intangible, of every kind and description, without limitation
except as may be imposed by applicable laws.
(4) To manage, sell, convey, transfer, lease, mortgage, divide or
subdivide, exchange or otherwise dispose of or deal with, or to
improve any and all of its investments and other real and personal
property, or any interest therein, and to exercise all rights,
privileges and powers with respect to any of such investment, real
and personal property, including, but not limited to, voting shares,
securities, stocks and certificates and entering into pooling and
trust agreements with respect thereto.
Ex. 3.1 - 12
<PAGE>
(5) To purchase, take, receive, lease or otherwise acquire, own, hold,
improve, use and deal with personal property, or any interest
therein, winch it deems necessary or convenient to operate its
business, including, but not limited to, mechanical, electrical and
electronic computers and equipment, and data processing and
accounting systems, and to mortgage, pledge, sell, convey or
otherwise transfer or dispose of such personal property or any
interest therein.
(6) To acquire by purchase, occupation, lease, gift, exchange, or
otherwise, and to hold, occupy, improve, develop, subdivide or
partition, lay out, plat, dedicate to public use, use and enjoy,
rent, lease, convey, contract to sell, or otherwise dispose of and
deal in real property, improved or unimproved, of every kind and
description and all interests and estates therein of whatsoever kind
or nature, and to erect, occupy, alter, manage, maintain or tear
down buildings and structures of every kind and description.
(7) To carry on all or any of its operations and business and to
exercise all or any of its powers in any of the states, districts,
territories or possessions of the United States and in any and all
foreign countries, subject to the laws of such states, districts,
territories, possessions or countries, and to have one or more
offices therein.
(8) To make contracts with individuals, partnerships, associations,
corporations, other business or commercial entitie.3, governments
and governmental agencies, incur li3bilities and obligations, borrow
or raise moneys at such rates of interest as it may determine, and
to draw, discount, make, accept, endorse, execute, issue, transfer
and deliver promissory notes, drafts. bills of exchange, warrants,
bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness for any of the objects or purposes of
the Corporation from time to time. without limitation as to amount,
and to secure the payment or performance thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property or income of this
Corporation and to sell, pledge or otherwise dispose of such bonds
or other obligations of this Corporation for its corporate purposes,
and to make gifts of its property and assets for educational,
scientific, charitable, religious, civic and public welfare
purposes.
(9) To lend money, assets or credit for its corporate purposes and, at
its option, to take and hold real and personal property, tangible or
intangible, and chooses in action, as security for the payment of
assets and credit so loaned.
(10) To assume, give assurances, and guarantee the obligations and
liabilities, contractual or otherwise, of other persons. for its
corporate purposes.
(11) To acquire and pay for in cash, shares or other securities, or
property of this Corporation or otherwise, the good will, rights,
Ex. 3.1 - 13
<PAGE>
assets, and property, and to undertake or assume the whole or any
part of the obligations or liabilities of any person, firm, trust,
association or corporation.
(12) To take, receive or acquire by way of purchase, gift, compromise or
discharge of claims or indebtedness or otherwise, hold, own, pledge,
transfer or otherwise dispose of its own shares and its other
securities as long as it shall not purchase, either directly or
indirectly, its own shares in violation of the laws of the State of
Oregon.
(13) To enter joint enterprises and to become a member of any lawful
associations or organizations for the conduct, proposition and
pursuit of any of the purposes herein enumerated and to promote
corporations and other organizations to be organized for any legal
purpose.
(14) In addition to the business, objects and purposes herein set forth,
to do anything necessary, suitable, useful, expedient or convenient
for the carrying on of any said businesses, or purposes, or for the
exercise of any power, herein set forth, or which at any time shall
appear to be beneficial to this Corporation in connection therewith,
or for the performance of any or all acts expressly or implied
authorized or required under applicable laws; and to do any and all
of the things herein set forth either alone or jointly with others,
and either as principal for its own account, or as agent, trustee,
contractor, broker, factor or otherwise, and to the same extent as
fully as a natural person might or could do in the State of Oregon,
or elsewhere.
(15) To provide, insofar as now or hereafter is permissible by law,
generally or specifically for the indemnification, exoneration,
reimbursement and defense of any present or former director,
officer, employee, affiliate, agent or contractor of this
Corporation for or in respect of claims, liabilities, indebtedness,
penalties, expenses, damage or injury incurred by or caused by them
in such capacity.
The several clauses contained in the statement of purposes shall be
construed both as purposes and powers, and the statements contained in each
clause, except where otherwise expressed, shall in no way be limited or
restricted by reference to, or inference from, the terms of any other clauses,
but shall be regarded as independent purposes and powers. This Corporation
shall have all the powers now or hereafter conferred by the laws of the State
of Oregon and of any other state or country in which it may be operating,
whether or not such powers be enumerated in these Articles of Incorporation.
The business or purpose of this Corporation is from time to time to do any one
or more of the acts and things herein set forth. The enumeration of specific
powers and purposes shall not be held to limit or restrict in any manner any
powers or purposes of this Corporation. In the event that a court of competent
jurisdiction should determine that any portion of any Article or part thereof
is unlawful or unenforceable, such portion shall be deemed severable from the
remainder of such Article or part thereof, and the remainder shall remain in
full force and effect.
Ex. 3.1 - 14
<PAGE>
ARTICLE III.
The total number of shares of all classes of stock which the Corporation
shall have authority to issue is twenty million (20,000,000) divided into
three classes, as follows;
Five million (5,000,000) shares of voting preferred stock, with a par
value of five dollars (S5.00) per share (hereinafter sometimes referred to as
"Voting Preferred Stock11);
Five million (5,000,000) shares of preferred stock, with a par value of
five dollars ($5.00) per share, without voting rights except with respect to
voting rights in the event of a default in the payment of any dividend or with
respect to any provision granting the right to consent to the issuance of a
different series of Preferred Stock which would materially or adversely affect
the rights, preferences or powers of such issuance (hereinafter sometimes
referred to as "Non-voting Preferred Stock"); and
Ten million (10.000,000) shares of common stock, with a par value of ten
dollars ($10.00) per share (hereinafter sometimes referred to as "Common
Stock").
ARTICLE IV.
The Board of Directors is expressly authorized to adopt, from time to
time by resolution, the designation of one or more series of Voting Preferred
Stock, or one or more series of Non-voting Preferred Stock, fixing and
determining the relative rights and preferences thereof. The authority of the
Board of Directors to designate the relative rights and preferences between
series of Voting or Non-voting Preferred Stock shall include the following:
(1) The rate of dividend.
(2) Whether the shares can be redeemed and, if so, the redemption price
and the terms and conditions of redemption.
(3) The amount payable upon the shares in the event of voluntary or
involuntary liquidation.
(4) Sinking fund provisions, if any, for the redemption or purchase of
the shares.
(5) The terms and conditions, if any, on which the shares may be
converted.
ARTICLE V.
Subject to any rights to receive dividends to which the holders of the
shares of Voting or Non-voting Preferred Stock may be entitled, the holders of
shares of Common S>ock shall be entitled to receive dividends, if and when
declared, payable from time to time by the Board of Directors, from any funds
legally available therefor.
Ex. 3.1 - 15
<PAGE>
Except as provided by law or these Articles of Incorporation with respect
to voting by class, each outstanding share of Common Stock and each
outstanding share of Voting Preferred Stock of the Corporation shall entitle
the holder thereof to one vote on each matter submitted to a vote at a meeting
of the stockholders.
The shareholders of the Corporation shall have no preemptive right to
acquire shares of the Corporation which would otherwise be available to the
shareholders pursuant to ORS 57.137.
ARTICLE VII.
In furtherance and addition to, and not in limitation of the powers
conferred on directors by law, the Board of Directors is expressly authorized:
(1) To manage the business and affairs of this Corporation and to
appoint and remove all officers. agents, fiduciaries, employees,
contractors, counsel, auditors and others and to fix their
compensation.
(2) To exercise all powers conferred on this Corporation and all powers
necessary or proper to carry out the purposes of this Corporation
which are not expressly reserved to shareholders by statute or these
Articles of Incorporation and Amendments thereto.
(3) To adopt, alter, amend or repeal the By-Laws of this Corporation
except as the By-Laws may otherwise provide.
(4) To fix the compensation of Directors.
(5) To authorize or cause to be executed mortgages, liens and
encumbrances upon the real and personal property of this
Corporation.
(6) To set apart out of any of the net profits arising from the business
of this Corporation a reserve or reserves for any proper purpose or
to abolish any such reserve in the manner which it was created.
(7) To fill any vacancy on the Board of Directors occurring by reason of
death, removal, inability to serve or resignation of a Director, or
by reason of an increase in the number of Directors, by the
affirmative vote of a majority of the remaining Directors.
(8) To provide generally or specifically for the designation of two or
more Directors to constitute an Executive Committee, which committee
may have and may exercise all the authority of the Board of
Directors in the management of this Corporation, excepting only the
authority to amend the Articles of Incorporation; adopt a plan of
merger or consolidation; recommend to the shareholders the sale,
lease, exchange, mortgage, pledge or other disposition of all or
substantially all the property and assets of this Corporation other
than in the usual course of business; recommend to the shareholders
a voluntary dissolution of the Corporation or a revocation thereof;
or amending the By-Laws of this Corporation.
Ex. 3.1 - 16
<PAGE>
(9) To distribute assets of this Corporation to the shareholders in
partial liquidation out of stated capital or capital surplus, in
cash or property, in its discretion, if such distribution is
otherwise consistent with laws of the State of Oregon.
(10) To create and issue (whether or not in connection with the issuance
and sale of any of this Corporation's shares or other securities
obligations) warrants, rights, options or other obligations
convertible into, exchangeable for or entitling the holder thereof
to purchase from this Corporation, shares of any class or classes of
stock. Such warrants, rights, options or other obligations shall be
evidenced in such manner as the Board of Directors shall approve and
shall set forth the terms on which, the time or times within which,
and the price or prices at which such shares may be purchased from
the Corporation upon the exercise of any such warrants, rights,
options or other obligations. The price or prices to be received for
any shares, to be issued upon the exercise of such warrants, rights,
options or other obligations shall not be less than the par value
thereof. In the absence of fraud in the transaction, the judgment of
the Board of Directors as to the value of the consideration received
for such warrants, rights, options or other obligations or the
shares underlying them shall be conclusive.
(11) To issue authorized, but unissued, shares of this Corporation at
such times, on such terms and for such type and amount of
consideration, not less than the par value thereof if such shares
have a par value, as the Board of Directors may determine, and the
judgment of the Board of Directors as to the judgment of the
consideration received shall be conclusive in the absence of fraud
in the transaction.
(12) To purchase, take, receive or otherwise acquire, hold, own, pledge,
sell, transfer or otherwise assign shares, securities or other
obligations of this Corporation (whether issued, unissued, or
treasury shares or securities, and whether in connection with the
issuance and sale of any stock, obligations or other securities of
this Corporation or otherwise) at such times, on such terms, and for
such consideration, whether less than the par value thereof or not,
as the Board of Directors shall deem adequate.
(13) To purchase shares or other securities of this Corporation without
limitation for the purpose of eliminating fractional shares,
collecting or compromising indebtedness of this Corporation, paying
dissenting shareholders entitled to payment for their shares under
the laws of the State of Oregon, or for effecting, subject to the
laws of the State of Oregon, the retirement of redeemable shares of
this Corporation by redemption or by purchase.
Ex. 3.1 - 17
<PAGE>
ARTICLE VIII.
(1) Non-Derivative Actions.
Subject to the provisions of Sections (3), (5) and (6) below, the
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil. criminal, administrative, or investigative (other
than an action by or in the right of the Corporation) by reason of or arising
from the fact that he is or was a director or officer of the Corporation or
one of its subsidiaries, or is or was serving at the request of the
Corporation as a director, officer, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if (i) he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation and,
with respect to any criminal action or proceeding, did not know his conduct
was unlawful, or (ii) his act or omission giving rise to such action, suit or
proceeding is ratified, adopted or confirmed by the Corporation or one of its
subsidiaries or the benefit thereof received by the Corporation or one of its
subsidiaries. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal action or proceeding, did not know that his conduct was unlawful, and
settlement shall not constitute any evidence of any of the foregoing.
(2) Derivative Actions.
Subject to the provisions of Sections (3), (5) and (6) below, the
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor by
reason of or arising from the fact that he is or was a director or officer of
the Corporation or one of its subsidiaries, or is or was serving at the
request of the Corporation as a director, officer, partner or trustee of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney Lees) actually and reasonably believed to
be in or not opposed to the best interests of the Corporation, or (ii) his act
or omission giving rise to such action or suit is ratified, adopted or
confirmed by the Corporation or one of its subsidiaries or the benefit thereof
received by the Corporation or one of its subsidiaries; provided, however,
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for gross
negligence or deliberate misconduct in the performance of his duty to the
Corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
Ex. 3.1 - 18
<PAGE>
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
(3) Determination of Right to Indemnification in Certain Cases.
Subject to the provisions of Sections (5) and (6) below, indemnification
under Sections (1) and (2) of this Article automatically shall be made by the
Corporation unless it is expressly determined by a majority vote of a quorum
of the Board of Directors consisting of directors who were not parties to such
action, suit or proceeding, or by a majority vote of the stockholders of the
Corporation, that indemnification of the person who is or was an officer or
director, or is or was serving at the request of the Corporation as an
officer, director, partner or trustee of another corporation, partnership,
joint venture, trust or other enterprise, is not proper in the circumstances
because he has not met the applicable standard of conduct set forth in
Sections (1) and (2).
(4) Indemnification of Persons Other than Officers or Directors.
Subject to the provisions of Sections (5) and (6), in the event any
person not included with the group or persons referred to in Sections (1) and
(2) of this Article was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding of a type
referred to in Sections (1) or (2) of this Article by reason of or arising
from the fact that he is or was an employee or agent (including attorneys) of
the Corporation or one of its subsidiaries, or is or was serving at the
request of the Corporation as an employee or agent (including attorneys) of
another corporation, partnership, joint venture, trust or other enterprise,
the Board of Directors of the Corporation by a majority vote of a quorum
(whether or not such quorum consists in whole or in part of directors who were
parties to such action, suit or proceeding) or the stockholders of the
Corporation by a majority vote of the outstanding shares may, but shall not be
required to, grant to such person a right of indemnification to the extent
described in Sections (1) or (2) of this Article as if he were an officer or
director referred to therein, provided that such person meets the applicable
standard of conduct set forth in such Sections. Furthermore, the Board of
Directors may designate by resolution in advance of any action, suit or
proceeding, those employees or agents (including attorneys) who shall have all
rights of indemnification granted to officers and directors under this
Article.
(5) Successful Defense.
Notwithstanding any other provision of Sections (1), (2), (3) or (4) of
this Article, if a director, officer, employee or agent (including attorney)
is successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections (1), (2) or (4) of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorney fees) actually and reasonably incurred by him in
connection therewith.
Ex. 3.1 - 19
<PAGE>
(6) Condition Precedent to Indemnification under Sections (1), (2) or
(4).
Any person who desires to receive the benefits otherwise conferred by
Sections (1), (2) or (4) of this Article shall promptly notify the Corporation
that he has been named a defendant to an action, suit or proceeding of a type
referred to in Sections (1) or (2) and that he intends to rely upon the right
of indemnification described in Sections (1), (2) or (4) of this Article. The
notice shall be in writing and mailed, via registered or certified mail,
return receipt requested, to the President of the Corporation at the executive
offices of the Corporation or, in the event the notice is from the President,
to the registered agents of the Corporation. Failure to give the notice
required hereby shall entitle the Board of Directors of the Corporation by a
majority vote of a quorum (consisting of directors who, insofar as indemnity
of officers or directors is concerned, were not parties to such action. suit
or proceedings, but who, insofar as indemnity of employees or agents is
concerned, may or may not have been parties) or the stockholders of the
Corporation by a majority vote of the outstanding shares of the Corporation to
make a determination, in their sole discretion, that such failure was
prejudicial to the Corporation in the circumstances and that, therefore, the
right to indemnification referred to in Sections (1), (2) or (4) of this
Article shall be denied in its entirety or reduced in amount.
(7) Undertaking.
Expenses of each person indemnified hereunder incurred in defending a
civil, criminal, administrative or investigative action, suit or proceeding
(including all appeals) or threat thereof, may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized in Section (3) upon receipt of an undertaking by or on behalf of
such person to repay such expenses if it shall ultimately be determined that
he is not entitled to be indemnified by the Corporation.
(8) Insurance.
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or one of its subsidiaries or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the Corporation would have the power to
indemnify' him against such liability under the provisions of this Article or
under the Oregon Business Corporation Act.
(9) Purpose and Exclusivity.
The indemnification referred to in the various Sections of this Article
shall be deemed to be in addition to and not in lieu of any other rights to
which those indemnified may be entitled under any statute, rule of law or
equity, agreement, vote of the stockholders or Board of Directors or
otherwise. The purpose of this Article is to augment, pursuant to C'RS
57.260(3) the other provisions of ORS 57.255 and 57.260.
Ex. 3.1 - 20
<PAGE>
ARTICLE IX.
The initial registered office of the Corporation shall be at 503 Spruce
Street, Myrtle Point, Oregon 97458 and its initial registered agent at such
address is Charles D. Brummel.
ARTICLE X.
The number of directors constituting the initial Board of Directors shall
be nine (9). The names and addresses of the persons who are to serve as
directors until the first annual meeting of shareholders and until their
successors shall be elected and qualified are as follows:
Samuel Dement
724 7th Street
Myrtle Point, Oregon 97458
Hollis Mast
Box 2470, Fairview Route
Coquille, Oregon 97423
Willard H. Petrie
491 E. 1st Street
Coquille, Oregon 97423
Charles D. Brummel
1031 Spruce Street
Myrtle Point, Oregon 97458
Harry A. Slack, Jr.
222 E. Second Street
Coquille, Oregon 97423
Donald Goddard
650 Franklin Street
Bandon, Oregon 97411
Elton A. Schroeder
Fairview Street
Myrtle Point, Oregon 97458
Frank R. Henry
432 Cedar
Myrtle Point, Oregon 97458
Ex. 3.1 - 21
<PAGE>
ARTICLE XI.
In construing these Articles, it is understood that if the context so
requires, the masculine pronoun shall be taken to mean and include the
feminine.
ARTICLE XII.
The name and address of the incorporator is as follows:
Harry A. Slack, Jr.
222 E. Second Street
Coquille, Oregon 97423
DATED this 24th day of December, 1981.
I, the undersigned, declare under the penalties of perjury that I have
examined the foregoing and, to the best of my knowledge and belief, it is
true, correct, and complete.
/s/ Harry A. Slack, Jr.
--------------------------------------
Harry a. Slack, Jr.
