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EXHIBIT 3.1
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RESTATED ARTICLES OF INCORPORATION OF
INTERWEST BANCORP, INC.
Pursuant to the provisions of Title 23B of the Revised Code of
Washington, the Washington Business Corporations Act ("WBCA"), the following
shall constitute the Restated Articles of Incorporation of InterWest Bancorp,
Inc., a Washington Corporation.
ARTICLE I. Name. The name of the corporation is InterWest
Bancorp, Inc. (the "corporation").
ARTICLE II. Duration. The duration of the corporation is
perpetual.
ARTICLE III. Purpose and Powers. The nature of the business and
the objects and purposes to be transacted, promoted,
or carried on by the corporation are to engage in the
activities of a bank holding company and in any other
lawful act or business for which corporations may be
organized under the WBCA as now in existence or as
such laws may hereafter be amended.
ARTICLE IV. Capital Stock. The total number of shares of all
classes of capital stock which the corporation has
authority to issue is 30,000,000 shares of common
stock of no par value. The consideration for the
issuance of any such shares shall be paid in full
before their issuance, which consideration shall be
determined by the Board of Directors, subject only to
any limitations imposed by law at the time of such
issuance. Upon payment of such consideration in
exchange for which the Board of Directors has
authorized the issuance of any such shares, the
shares issued shall be fully paid and nonassessable.
Upon authorization by the Board of Directors, the
corporation may issue its own shares in exchange for
or in conversion of its outstanding shares or
distribute its own shares, pro rata to its
shareholders or the shareholders of one or more
classes or series, to effectuate stock dividends or
splits, and any such transaction shall not require
consideration.
The holders of the common stock shall exclusively
possess all voting power. Each holder of shares of
common stock shall be entitled to one vote for each
share held by such holder, and there shall be no
right to cumulate votes for the election of directors
or for any other purpose. Each share of common stock
shall have the same relative rights as and be
identical in all respects with all the other shares
of common stock.
ARTICLE V. Preemptive Rights. Holders of the capital stock of
the corporation shall not be entitled to preemptive
rights with respect to any shares of the corporation
which may be issued.
ARTICLE VI. Directors.
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A. NUMBER. The corporation shall be under the direction
of a Board of Directors. The number of directors
shall be as stated in the corporation's bylaws, but
in no event shall be fewer than five, nor more than
15.
B. CLASSIFIED BOARD. After the initial one-year term, an
election will be held and one-third of the directors
will be elected for one-year terms, one-third of the
directors will be elected for two-year terms, and the
remaining directors will be elected for three-year
terms. At each annual shareholders meeting held
thereafter, directors shall be chosen for a term of
three years to succeed those whose terms expire.
ARTICLE VII. Initial Directors. The names and addresses of the
persons who shall serve as the Board of Directors of
the corporation until the first annual meeting of
stockholders, at which time they may stand for
reelection, are as follows:
<TABLE>
<CAPTION>
NAME ADDRESS
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<S> <C>
Barney R. Beeksma 930 West Waterloo Road, Oak Harbor, WA 98277
C. Stephen Lewis 28843 7th South, Federal Way, WA 98003
Russel E. Olsen 9721 112th N.E., Kirkland, WA 98033
Vern Sims 2133 A Bassett Road, Sodro Wolley, WA 98284
Jean Gorton 213 Sea Pines Lane, Bellingham, WA 98226
Henry Koetje 2123 200th Avenue, S.W., # 300, Oak Harbor, WA 98277
Stephen M. Walden 1234 N. Lombardy Lane, Oak Harbor, WA 98277
Clark H. Mock 7010 80th Avenue, S.E., Mercer Island, WA 98040
Michael T. Crawford 1868 Rocky Ridge Lane, Sedro Wolley, WA 98284
</TABLE>
ARTICLE VIII. Removal of Directors. Notwithstanding any other
provisions of these articles of incorporation or the
corporation's bylaws (and notwithstanding the fact
that some lesser percentage may be specified by law,
these articles of incorporation or the corporation's
bylaws), any director or the entire Board of
Directors may be removed only for cause and only by a
majority of the directors of the corporation or by
the affirmative vote of the holders of a majority of
the total votes eligible to be cast at a legal
meeting called expressly for such purpose. For
purposes of this Article VIII, "cause" shall mean
fraudulent or dishonest acts, a gross abuse of
authority in discharge of duties to the corporation
or acts that are detrimental or hostile to the
interest of the corporation.
ARTICLE IX. Registered Office and Agent. The registered office of
the corporation shall be located at 1259 West Pioneer
Way, Oak Harbor, Washington 98277. The initial
registered agent of the corporation at such address
shall be Margaret Mordhorst.
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ARTICLE X. Approval of Certain Business Combinations. The
stockholder vote required to approve Business
Combinations (as hereinafter defined) shall be as set
forth in this section.
A. (1) Except as otherwise expressly provided
in this Article, the affirmative vote of the
holders of (i) at least 80% of the
outstanding shares entitled to vote thereon
(and, if any class of series or shares is
entitled to vote thereon separately, the
affirmative vote of the holders of at least
80% of the outstanding shares of each such
class or series), and (ii) at least a
majority of the outstanding shares entitled
to vote thereon, not including shares deemed
beneficially owned by a Related Person (as
hereinafter defined), shall be required in
order to authorize any of the following:
(a) any merger or consolidation of the
corporation with or into a Related Person (as
hereinafter defined);
(b) any sale, lease, exchange, transfer, or
other disposition, including without limitation, a
mortgage, or any other security device, of all or any
Substantial Part (as hereinafter defined) of the
assets of the corporation (including, without
limitation, any voting securities of a subsidiary) or
of a subsidiary, to a Related Person;
(c) any merger or consolidation of a Related
Person with or into the corporation or a subsidiary
of the corporation;
(d) any sale, lease, exchange, transfer or other
disposition of all or any Substantial Part of the
assets of a Related Person to the corporation or a
subsidiary of the corporation;
(e) the issuance of any securities of the
corporation or a subsidiary of the corporation to a
Related Person;
(f) the acquisition by the corporation or a
subsidiary of the corporation of any securities of a
Related Person;
(g) any reclassification of the common stock of
the corporation, or any recapitalization involving
the common stock of the corporation;
(h) any liquidation or dissolution of the
corporation; and
(i) any agreement, contract, or other
arrangement providing for any of the transactions
described in this Article.
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(2) Such affirmative vote shall be required
notwithstanding any other provision of these
Articles of Incorporation, any provision of
law, or any agreement with any regulatory
agency or national securities exchange which
might otherwise permit a lesser vote or not
vote.
(3) The term "Business Combination" as used in
this Article shall mean any transaction
which is referred to in any one or more of
subparagraphs (a) through (i) above.
B. The provisions of Part A of this Article shall not be
applicable to any particular Business Combination,
and such Business Combination shall require only such
affirmative vote as is required by any other
provision of this certificate any provision of law,
or any agreement with any regulatory agency or
national securities exchange, if the Business
Combination shall have been approved by two thirds of
the Continuing Directors (as hereinafter defined);
provided, however, that such approval shall only be
effective if obtained at a meeting at which a
Continuing Director Quorum (as hereinafter defined)
is present.
C. For the purposes of this section, the following
definitions apply:
(1) The term "Related Person" shall mean and
include (a) any individual corporation,
partnership, or other person or entity which
together with its "affiliates" (as that term
is defined in Rule 12b-2 of the General
Rules and Regulations under the Securities
Exchange Act of 1934), "beneficially owns"
(as that term is defined in Rule 13d-3 of
the General Rules and Regulations under the
Securities Act of 1934) in the aggregate 10%
or more of the outstanding shares of the
common stock of the corporation (excluding
tax-qualified benefit plans of the
corporation); and (b) any "affiliate" (as
that term is defined in Rule 12b-2 under the
Securities Exchange Act of 1934) of any such
individual, corporation, partnership, or
other person or entity. Without limitation,
any shares of common stock of the
corporation which any Related Person has the
right to acquire pursuant to any agreement,
or upon exercise or conversion rights,
warrants or options, or otherwise, shall be
deemed "beneficially owned" by such Related
Person.
(2) The term "Substantial Part" shall mean more
than 25% of the total assets of the
corporation, as of the end of its most
recent fiscal year ending prior to the time
the determination is made.
(3) The term "Continuing Director" shall mean
any member of the Board of Directors of the
corporation who is unaffiliated with the
Related Person and was a member of the Board
prior to the time
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that the Related Person became a Related
Person, and any successor of a Continuing
Director who is unaffiliated with the
Related Person and is recommended
to succeed a Continuing Director by a
majority of Continuing Directors then on the
Board.
(4) The term "Continuing Director Quorum" shall
mean seventy-five percent (75%) of the
Continuing Directors capable of exercising
the powers conferred on them.
D. Nothing contained in this Article X shall be
construed to relieve a Principal Shareholder from any
fiduciary obligation imposed by law. In addition,
nothing contained in the Article X shall prevent any
shareholders of the corporation from objecting to any
Business Combination and from demanding any appraisal
rights which may be available to such shareholder.
E. No amendment, alteration, change, or repeal of any
provision of the Article X may be effected unless it
is approved at a meeting of the corporation's
shareholders called for that purpose. Notwithstanding
any other provision of this charter, the affirmative
vote of the holders of not less than eighty percent
(80%) of the outstanding shares of Voting Stock shall
be required to amend, alter, change, or repeal,
directly or indirectly, any provision of this Article
X, provided, however, that the preceding provisions
of the Part E shall not be applicable to any
amendment to this Article X if such amendment
receives this affirmative vote required by law and
any other provisions of this charter and if such
amendment has been approved by a majority of the
continuing directors.
ARTICLE XI. Evaluation and Business Combinations. In connection
with the exercise of its judgment in determining what
is in the best interests of the corporation and of
the shareholders, when evaluating a Business
Combination (as defined in Article X) or a tender or
exchange offer, the Board of Directors of the
corporation shall, in addition to considering the
adequacy of the amount to be paid in connection with
any such transaction, consider all of the following
factors and any other factors which it deems
relevant; (i) the social and economic effects of the
transaction on the corporation and its subsidiaries,
employees, depositors, loan and other customers,
creditors and other elements of the communities in
which the corporation and its subsidiaries operate or
are located; (ii) the business and financial
condition and earnings prospects of the acquiring
person or entity, including, but not limited to, debt
service and other existing financial obligations,
financial obligations to be incurred in connection
with the acquisition and other likely financial
obligations of the acquiring person or entity and the
possible effect of such conditions upon the
corporation and its subsidiaries and the other
elements of the communities in which the corporation
and its subsidiaries operate or are
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located; and (iii) the competence, experience, and
integrity of the acquiring person or entity and its
or their management.
ARTICLE XII. Limitation of Directors' Liability. To the fullest
extent permitted by Washington law, as it now exists
or may hereafter be amended, a director of this
corporation shall not be personally liable to the
corporation or its stockholders for monetary damages
for conduct as a director, except for liability of
the director for acts or omissions that involve: (I)
intentional misconduct by the director; (ii) a
knowing violation of law by the director; (iii)
conduct violating Section 23B.08.310 of the Revised
Code of Washington; or (iv) any transaction from
which the director will personally receive a benefit
in money, property, or services to which the director
is not legally entitled. If the WBCA is amended in
the future to authorize corporation action further
eliminating or limiting the personal liability of
directors, then the liability of a director of the
corporation shall be eliminated or limited to the
full extent permitted by the WBCA, as so amended,
without any requirement or further action by
stockholders. An amendment or repeal of this Article
shall not adversely affect any right or protection of
a director of the corporation existing at the time of
such amendment or repeal.
ARTICLE XIII. Indemnification. The corporation shall indemnify and
advance expenses to its directors, officers, agents,
and employees as follows:
A. DIRECTORS AND OFFICERS. In all circumstances and to
the full extent permitted by the Washington Business
Corporation Act now or hereafter in force, the
corporation shall indemnify any person who is or was
a director, officer, or agent of the corporation and
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 and whether formal
or informal (including an action by or in the right
of the corporation), by reason of the fact that he is
or was an agent of the corporation, against expenses,
judgments, fines, and amounts paid in settlement and
incurred by him in connection with such action, suit,
or proceeding. However, such indemnity shall not
apply on account of: (a) acts or omissions of the
director and officer finally adjudged to be in
violation of law, (b) conduct of the director and
officer finally adjudged to be in violation of RCW
23B.08.310, or (c) any transaction with respect to
which it was finally adjudged that such director and
officer personally received a benefit in money,
property, or services to which the director was not
legally entitled. The corporation shall advance
expenses incurred in a proceeding for such persons
pursuant to the terms set forth in a separate
directors' resolution or contract.
B. IMPLEMENTATION. The Board of Directors may take such
action as is necessary to carry out these
indemnification and expense advancement
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provisions. It is expressly empowered to adopt,
approve, and amend from time to time such bylaws,
resolutions, contracts, or further indemnification
and expense advancement arrangements as may be
permitted by law, implementing these provisions.
Such bylaws, resolutions, contracts, or further
arrangements shall include, but not be limited to,
implementing the manner in which determinations as to
any indemnity or advancement of expenses shall be
made.
C. SURVIVAL OF INDEMNIFICATION RIGHTS. No amendment or
repeal of this Article shall apply to or have any
effect on any right to indemnification provided
hereunder with respect to acts or omissions occurring
prior to such amendment or repeal.
D. SERVICE FOR OTHER ENTITIES. The indemnification and
advancement of expenses provided under this Article
shall apply to directors, officers, employees, or
agents of the corporation for both (a) service in
such capacities for the corporation, and (b) service
at the corporation's request 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. A person considered to be serving an
employee benefit plan at the corporation's request if
such person's duties to the corporation also impose
duties on, or otherwise involve services by, the
director to plan or to participants in or
beneficiaries of the plan.
E. 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 is or was serving at the request of
the corporation as a director, trustee, officer,
employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise
against liability asserted against him and incurred
by him in such capacity or arising out of his status
as such, whether or not the corporation would have
had the power to indemnify him against such liability
under the provisions of this bylaw and Washington
law.
F. OTHER RIGHTS. The indemnification provided by this
section shall not be deemed exclusive of any other
right to which those indemnified may be entitled
under any other bylaw, agreement, vote of
stockholders, or disinterested directors, or
otherwise, both as to action in his official capacity
and as to action in another capacity while holding
such an office, and shall continue as to a person who
has cease to be a director, trustee, officer,
employee, or agent and shall inure to the benefit of
the heirs, executors, and administrators of such
person.
ARTICLE XIV. Special Meeting of Shareholders. Special meetings of
the shareholders for any purpose or purposes may be
called by the president, by the Board of
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Directors, or by the written request of holders of
not less than a majority of all the shares of the
corporation entitled to vote at the meeting.
ARTICLE XV. Repurchase of Shares. The corporation may from time
to time, pursuant to authorization by the Board of
Directors of the corporation and without action by
the shareholders, purchase or otherwise acquire
shares of any class, bonds, debentures, note, scrip,
warrants, obligations, evidences of indebtedness, or
other securities of the corporation in such manner,
upon such terms, and in such amounts as the Board of
Directors shall determine; subject, however, to such
limitations or restrictions, if any, as are contained
in the express terms of any class of shares of the
corporation outstanding at the time of purchase or
acquisition in question or as are imposed by law.
ARTICLE XVI. Amendment of Articles of Incorporation. The
corporation reserves the right to repeal, alter,
amend, or rescind any provision contained in the
Articles of Incorporation in the manner now or
hereafter prescribed by law, and all rights conferred
on stockholders herein are granted subject to this
reservation. Notwithstanding the foregoing, the
provisions set forth in Articles II, III, and IV
(other than a change to the number of authorized
shares in connection with a split of, or stock
dividend in, the corporation's own shares, provided
the corporation has only one class of shares
outstanding or a change in the par value of such
shares), V, VI, VIII, X, XI, XII, XIII, XIV, XV, and
this Article XVI of the Articles of Incorporation may
not be repealed, altered, amended, or rescinded in
any respect unless the same is approved by the
affirmative vote of the holders of not less than a
majority of the votes entitled to be cast by each
separate voting group entitled to vote thereon, cast
at a meeting of stockholders called for that purpose
(provided that notice of such proposed adoption,
repeal, alteration, amendment, or rescission is
included in the notice of such meeting).
ARTICLE XVII. Incorporator. The name and mailing address of the
incorporator is as follows:
Stephen M. Walden, 1259 West Pioneer Way, Oak Harbor,
WA 98277
These Restated Articles of Incorporation of InterWest Bancorp, Inc. do
not include any new amendments to the Articles of Incorporation of InterWest
Bancorp, Inc. as amended. These Restated Articles of Incorporation of InterWest
Bancorp, Inc. supersede the original Articles of Incorporation of InterWest
Bancorp, Inc. and all amendments thereto.
Executed this 11th day of December, 2000.
INTERWEST BANCORP, INC.
/s/
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Stephen M. Walden, President
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STATE OF WASHINGTON )
) ss.:
County of Island )
I certify that I know or have satisfactory evidence that Stephen M.
Walden is the person who appeared before me, and said person acknowledged that
he signed this instrument, on oath stated that he was authorized to execute this
instrument and acknowledged it as the President of InterWest Bancorp, Inc. to be
the free and voluntary act of such party for the uses and purposes mentioned in
the instrument.
DATED this 11th day of December, 2000.
/s/
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(Signature)
Kenton Lee Dale
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(Print)
NOTARY PUBLIC
My Appointment Expires: 2/5/2000
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