EXHIBIT 3.1
RESTATED
ARTICLES OF INCORPORATION
OF
BANCORP HAWAII, INC.
(AS AMENDED APRIL 27, 1994)
THESE ARTICLES OF INCORPORATION, made and entered into this 12th day
of August, 1971, by and between XXXXXXXX X. XXXXX, X. X. XXXXX AND XXXXXX X.
XXXXXX, XX., residents of the City and County of Honolulu, State of Hawaii,
United States of America:
WITNESSETH:
That the parties hereto, desiring to become incorporated as a
corporation in accordance with the laws of the State of Hawaii, and to obtain
the rights and benefits conferred by said laws upon corporations, do hereby
associate themselves together and unite and form a corporation, and do make and
enter into the following Articles of Incorporation, the terms whereof it is
agreed shall be equally obligatory upon the parties signing this instrument and
upon all the parties who from time to time may hold stock in the corporation:
I
NAME
The name of the corporation shall be:
BANCORP HAWAII, INC.
II
OFFICES
The location of the principal office of the corporation shall be at
Honolulu, City and County of Honolulu, State of Hawaii, and the mailing address
of the initial office of the corporation shall be 000 Xxxxx Xxxx Xxxxxx,
Xxxxxxxx, Xxxxxx 00000. The corporation may
have such other offices within and without the State of Hawaii as its business
may from time to time require.
III
CAPITAL STOCK
The capital stock of the corporation shall be $220,000,000. The
number of shares of stock that the corporation is authorized to issue shall be
120,000,000 shares, of which 100,000,000 shares shall be common stock of the par
value of $2 per share and 20,000,000 shares shall be preferred stock of the par
value of $1 per share.
No holder of the shares of stock of any class of the corporation shall
have any preemptive or preferential right of subscription for or to purchase any
shares of any class of stock or other securities of the corporation, whether now
or hereafter authorized.
In connection with any offering to stockholders, or any stock
dividend, or any other change in the capitalization of the corporation, or any
merger of consolidation, the Board of Directors may provide for the issuance of
fractional shares of the capital stock of the corporation, or the Board of
Directors may provide that no fractional shares shall be issued in connection
therewith and that the issuance of fractional shares may be avoided by the sale
of shares representing fractions or by the issuance of scrip or in any other
manner. The stockholders shall not have the right to split whole shares into
fractions or to split fractions.
The Board of Directors is authorized to provide for the issuance from
time to time of authorized but unissued shares of the common or preferred stock
of the corporation and to determine and approve the consideration for which such
shares shall be issued, and the other terms and conditions of the offering. The
Board of Directors is authorized to divide authorized and unissued shares of the
preferred stock of the corporation into series and issue any such series, and to
fix the terms, preferences, voting powers, restrictions and qualifications of
the preferred stock or any series thereof. The Board of Directors is authorized
to determine whether any of the preferred stock or any series of the preferred
stock of the corporation shall be convertible into shares of the common stock,
of the corporation, and to fix, before issuance, the terms and conditions with
or without limitations on which the preferred stock or any series of the
preferred stock shall be so convertible.
The Board of Directors may authorize the corporation to issue, sell or
dispose of bonds, debentures, notes, certificates of indebtedness and other
obligations and securities of the corporation, convertible into common or
preferred stock of the corporation or into any form of other security (or not so
convertible), all upon such terms and conditions and with such limitations as
may be fixed by the Board of Directors.
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IV
INITIAL DIRECTORS AND OFFICERS
The names and mailing addresses of the persons who are to act as the
initial directors and officers of the corporation are as follows:
DIRECTORS
NAMES MAILING ADDRESSES
Xxxxxxxx X. Xxxxx 0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxx 00000
Hung Wo Ching 0000 X Xxxxxxx
Xxxxxxxx, Xxxxxx 00000
Xxxxx X. Xxxx 0000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Xxxxxxx X. Guild 000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Xxxxx Xxxxxxxx 0000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Xxxxxxxx Xxxx 0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Xxxxxx X. Xxxxxx 0000 Xxxxx Xxxx
Xxxxxxxx, Xxxxxx 00000
Xxxxxx X. Xxxxxxxx, Xx. 0000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
X. X. Xxxxx 000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
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OFFICERS
NAMES MAILING ADDRESSES
Xxxxxxxx X. Xxxxx 0000 Xxxxxxxx Xxxxx
Chairman of the Board of Directors Xxxxxxxx, Xxxxxx 00000
X. X. Xxxxx 000 Xxxxx Xxxxxx
Xxxxxxxxx Xxxxxxxx, Xxxxxx 00000
Xxxxxxx X. Xxxxxxx 0000 Xxxxx Xxxxx
Xxxx Xxxxxxxxx Xxxxxxxx, Xxxxxx 00000
Xxxxxx X. Xxxxxx, Xx. 3936 Xxxx Street
Vice President Xxxxxxxx, Xxxxxx 00000
Xxxxx X. Xxxxxx 0000 Xxxxxx Xxxxx
Xxxx Xxxxxxxxx Xxxxxxxx, Xxxxxx 00000
Xxx X. Xxxxxxxx 0000 Xxxxxxx Xxxxx
Secretary and Treasurer Xxxxxxxx, Xxxxxx 00000
V
PURPOSES AND POWERS
The purposes for which the corporation is organized and its powers in
connection therewith are as follows:
(a) To engage generally in all businesses in which a bank holding
company may lawfully engage, and in connection therewith to subscribe for,
purchase, take, receive or otherwise acquire, hold, own, use, employ,
mortgage, lend, pledge, sell or otherwise dispose of and otherwise deal in
and with shares of the capital stock and/or other securities of one or more
banks or banking institutions and other corporations.
(b) To buy, take leases of or otherwise acquire, hold, own, use,
improve, develop, cultivate, grant, bargain, sell, convey, lease, mortgage
or otherwise dispose of, and in all respects deal in and with, real
properties, improved or unimproved, and any interests and rights therein;
(c) To buy, hire, or otherwise acquire, hold, own, use, produce,
manufacture, sell, assign, transfer, pledge, or otherwise dispose of, and
in all respects deal in and with, personal property of whatever nature,
tangible or intangible, and any
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interests and rights therein, including any and all kinds of machinery,
equipment, materials, tools and other goods and chattels, and including
franchises, rights, licenses, patents, trademarks, bonds, notes, choses in
action and other evidences of indebtedness, and options for the purchase of
any of the foregoing;
(d) To purchase, take, receive, subscribe for, or otherwise acquire,
own, hold, use, employ, sell, mortgage, lend, pledge, or otherwise dispose
of, and otherwise use and deal in and with, shares of the capital stock of
or other interests in, or obligations of, other domestic or foreign
corporations, associations, trusts, partnerships or individuals, or direct
or indirect obligations of the United States or of any other government,
state, territory, governmental district, or municipality or of any
instrumentality thereof;
(e) To borrow money and to incur indebtedness, without limit as to
the amount and in excess of the capital stock of the corporation, and to
issue bonds, debentures, debenture stock, warrants, notes, or other
obligations therefor, and to secure the same by any lien, charge, grant,
pledge, deed of trust or mortgage of the whole or any part of the real and
personal property of the corporation, then owned or thereafter to be
acquired and/or to issue bonds, debentures, debenture stocks, warrants,
notes or other obligations without any such security;
(f) To act as agent of any corporation, association, trust,
partnership or individual or as manager of the business and affairs of any
corporation, association, trust, partnership or individual and in such
connection to exercise powers and authority on behalf of any corporation,
association, trust, partnership or individual, including ministerial,
executive, discretionary, and managerial powers, all on such terms and
conditions as may be agreed between the corporation and such corporation,
association, trust, partnership or individual;
(g) To promote or to aid in any manner, financially or otherwise, any
corporation or association any of whose stock or obligations are held
directly or indirectly by this corporation, and for this purpose to enter
into plans of reorganization or readjustment and to guarantee the whole or
any part of the indebtedness and obligations of any such other corporation
or association and the payment of dividends on its stock, and to do any
other acts or things designed to protect, preserve, improve, or enhance the
value of such stock or obligations;
(h) To issue shares of the capital stock and the notes, bonds, and
other obligations of the corporation, and options for the purchase of any
thereof, in payment for property acquired by the corporation or for
services rendered to the corporation or for any other objects in and about
its business, and to purchase, take, receive, or otherwise acquire, own,
hold, sell, transfer, accept as security for loans, and deal generally in
shares of its capital stock and its obligations in every lawful manner;
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(i) To enter into, make, perform, and carry out contracts of every
kind for any lawful purpose with any person, firm, association, trust or
corporation, one or more;
(j) To acquire the whole or any part of the property, assets,
business, good will, and rights of any person, firm, association, trust or
corporation engaged in any business or enterprise which may lawfully be
undertaken by the corporation, and to pay for the same in cash or shares of
the capital stock or obligations of the corporation, or by undertaking and
assuming the whole or any part of the indebtedness and obligations of the
transferor, or otherwise, and to hold or in any manner dispose of the whole
or any part of the property and assets so acquired, and to conduct in any
lawful manner the whole or any part of the business so acquired and to
exercise all the powers necessary or convenient in and about the conduct,
management and carrying on of such business;
(k) To draw, make, accept, endorse, guarantee, execute and issue
promissory notes, bills of exchange, drafts, warrants of all kinds,
obligations and certificates and negotiable or transferable instruments, to
loan money to others with or without security, and to guarantee the debts
and obligations of others and go security on bonds of others, but nothing
herein contained shall be construed as authorizing the business of banking
or as including the business purposes of a commercial bank, savings bank or
trust company;
(l) To effect any of the purposes mentioned in these Articles and to
exercise any powers so mentioned either directly or through the acquisition
and ownership of shares of stock of any other corporation or association
and by holding and voting the same or otherwise exercising and enjoying the
rights and advantages incidental thereto, and to operate wholly or
partially as a holding company through the acquisition and ownership of
shares of stock of any other corporation or association, whether or not
such shares of stock so acquired or owned by this corporation shall give to
this corporation control of such other corporation or association;
(m) To carry on any other lawful business whatsoever which may seem
to the corporation capable of being carried on in connection with the
foregoing purposes and powers, or calculated directly or indirectly to
promote the interests of the corporation or to enhance the value of its
properties;
(n) To enter into partnerships and joint ventures with corporations,
partnerships, or persons for the carrying on through such partnerships and
joint ventures of any business the purposes of which are the same as or are
germane, in whole or in part, to the purposes or business of the
corporation;
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(o) To conduct its business, carry on its operations and purposes,
and exercise its powers or any thereof in any state, territory, district,
or possession of the United States of America or in any foreign country;
(p) To have succession by its corporate name perpetually, and to
have, enjoy, and exercise all the other rights, powers, and privileges
which are now or which may hereafter be conferred upon corporations
organized under the general corporation laws of the State of Hawaii;
(q) To have and exercise all powers necessary or convenient to effect
any or all of the purposes set forth in these Articles or reasonably
incidental to the fulfillment of its purposes or the exercise of its powers
as set forth therein;
(r) To make donations of property or money to benevolent or
charitable institutions or associations, community funds, municipalities or
public charities or to public or private enterprises or purposes so far as
it may deem necessary or helpful in connection with the accomplishment of
the purposes herein stated or in the public or community interest.
The foregoing clauses shall each be construed as purposes and powers
and the matters expressed in each clause or any part of any clause shall not be
limited or restricted in any manner by reference to or inference from any other
clause or any other part of the same clause, but shall be regarded as
independent purposes and powers and the enumeration of specific purposes and
powers shall not be construed to limit or restrict in any manner the meaning of
the general purposes and powers of the corporation, nor shall the expression of
one thing be deemed to exclude another, although it be of like nature, not
expressed.
VI
BOARD OF DIRECTORS
There shall be a Board of Directors of the corporation to consist of
not less than three (3) nor more than fifteen (15) members. No less than
one-third of the members of the Board of Directors shall be residents of the
State of Hawaii, and in the absence of such one-third membership the Board of
Directors shall not function. The members of the Board of Directors shall be
elected or appointed at such times, in such manner and for such terms as may be
prescribed by the By-Laws which also may provide for the removal of directors
and the filling of vacancies and may provide that the remaining members of the
Board of Directors, although less than a majority thereof, may by the
affirmative vote of the majority of such remaining members fill vacancies in the
Board of Directors, including temporary vacancies caused by the illness of
directors or the temporary absence of directors from the city in which a meeting
is to be held. The directors need not be stockholders of the corporation. The
Board
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of Directors shall have full power to control and direct the business and
affairs of the Corporation, subject, however, to resolutions adopted by the
stockholders and to any limitations which may be set forth in statutory
provisions, in these Articles or in the By-Laws. There may be an executive
committee and such other committees as the Board of Directors shall determine,
each of which shall possess and may exercise such powers of the Board of
Directors as may be delegated to it by the Board of Directors. The Board of
Directors, without the approval of the stockholders of the corporation, or of
any percentage thereof, may authorize the making of donations referred to in
paragraph (r) of Article V hereof. Directors, as such, shall not receive any
stated salary for their services, but by resolution of the Board of Directors a
fixed sum reasonable in amount, and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the Board of
Directors.
VII
OFFICERS
The officers of the corporation shall consist of a Chairman of the
Board of Directors, a President, one or more Vice Presidents as may be
prescribed by the By-Laws, a Secretary, a Treasurer, and such other officers and
assistant officers and agents as may be prescribed by the By-Laws. The officers
shall be elected or appointed, hold office and may be removed as may be
prescribed by the By-Laws. The Chairman of the Board of Directors shall be a
director of the Corporation. No other officer and no subordinate officer need
be a director of the corporation, and no officer need be a stockholder of the
corporation. Any two or more offices may be held by the same person.
All officers and agents of the corporation, as between themselves and
the corporation, shall have such authority and perform such duties in the
management of the corporation as may be prescribed by the By-Laws, or as may be
determined by resolution of the Board of Directors not inconsistent with the
By-Laws.
VIII
CONTRACTS
No contract or other transaction between the corporation and any other
person, firm, corporation. association or other organization, and no act of the
corporation, shall in any way be affected or invalidated by the fact that any of
the directors or officers of the corporation are parties to such contract,
transaction or act or are pecuniarily or otherwise interested in the same or are
directors or officers or members of any such other firm, corporation,
association or other organization, provided that the interest of such director
shall be disclosed or shall have been known to the Board of Directors
authorizing or approving the
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same, or to a majority thereof. Any director of the corporation who is a party
to such transaction, contract, or act or who is pecuniarily or otherwise
interested in the same or is a director or officer or member of such other firm,
corporation, association or other organization, may be counted in determining a
quorum of any meeting of the Board of Directors which shall authorize or approve
any such contract, transaction or act, and may vote thereon with like force and
effect as if he were in no way interested therein. Neither any director nor any
officer of the corporation, being so interested in any such contract,
transaction or act of the corporation which shall be approved by the Board of
Directors of the corporation, nor any such other person, firm, corporation,
association or other organization in which such director or officer may be
interested or of which such officer or director may be a director, officer or
member, shall be liable or accountable to the corporation, or to any stockholder
thereof, for any loss incurred by the corporation pursuant to or by reason of
such contract, transaction or act, or for any gain received by any such other
party pursuant thereto or by reason thereof.
IX
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND AGENTS
Section 1. As used in this Article IX, the following terms shall
have the following meanings:
(a) "Employee" means each person who is or was a director, officer,
employee, or agent of the corporation or who is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, association, or
other enterprise.
(b) "Costs" means expenses (including attorney's fees), judgments,
fines, and amounts paid in settlement in connection with any Cause of
Action.
(c) "Cause of Action" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative.
Section 2. The corporation shall indemnify each Employee who was
or is a party or is threatened to be made a party to any Cause of Action (other
than a Cause of Action by or in the right of the corporation) by reason of the
fact that he is or was an Employee against Costs actually and reasonably
incurred by him in connection with such Cause of Action 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 (ii) with respect to any criminal Cause of
Action, he had no reasonable cause to believe his conduct was unlawful.
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Section 3. The corporation shall indemnify each Employee who was a
party or is threatened to be made a party to any Cause of Action by or in the
right of the corporation by reason of the fact that he is or was an Employee
against Costs actually and reasonably incurred by him in connection with such
Cause of Action if 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.
Section 4. (a) To the extent that an Employee has been successful
on the merits or otherwise in defense of any Cause of Action or defense of any
claim, issue, or matter therein, the Employee shall be deemed to have met the
applicable standard of conduct set forth in Section 2 or Section 3 of this
Article IX and shall be indemnified by the corporation against Costs actually
and reasonably incurred by him in connection therewith.
(b) To the extent that an Employee has not been successful on the
merits or otherwise in defense of any Cause of Action or defense of any
claim, issue, or matter therein, the Employee shall nonetheless be
indemnified against Costs actually and reasonably incurred by him in
connection therewith unless the tribunal, if any, in which such Cause of
Action is or was pending upon application by the corporation determines
that the Employee has not met the applicable standard of conduct set forth
in Section 2 or Section 3 or this Article IX. The termination of any Cause
of Action by judgment, order settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not create a presumption that such
applicable standard of conduct has not been met.
Section 5. Costs incurred in connection with any Cause of Action
shall be paid by the corporation in advance of the final disposition of such
Cause of Action upon receipt of an undertaking by or on behalf of the Employee
to repay the advanced amount if it is ultimately determined pursuant to Section
4(b) of this Article IX that the Employee is not entitled to be indemnified by
the corporation.
Section 6. The indemnification provided by this Article IX shall
(i) not be deemed exclusive of any other rights to which an Employee may be
entitled by any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise, and (ii) continue to a person who has ceased to be an
Employee and shall inure to the benefit of his heirs, executors, and
administrators.
Section 7. The corporation may purchase and maintain insurance on
behalf of any Employee against any liability asserted against or incurred by the
Employee, whether or not the corporation would have the power to indemnify the
Employee against such liability. Any such insurance may be procured from any
insurance company, including an insurance company in which the corporation may
have an equity or other interest, through stock ownership or otherwise.
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Section 8. This Article IX shall be effective with respect to any
Cause of Action arising at any time from acts or omissions occurring prior to
the date this Article IX is amended or terminated.
X
LIMITATION OF LIABILITY OF DIRECTORS
Section 1. A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for any
act or omission of the director not performed in good faith, or which involves
intentional misconduct or knowing violation of law, or which constitutes a
willful or reckless disregard of the director's fiduciary duty; (iii) for the
director's willful or negligent violation of any provision of Chapter 415 of the
Hawaii Revised Statutes regarding payment of dividends or stock purchase or
redemption; or (iv) for any transaction from which the director received an
improper benefit.
Section 2. Any repeal or modification of this Article X by the
stockholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
XI
LIMITED LIABILITY
No stockholder of the corporation shall be liable for any debt of the
corporation beyond any amount which may be due and unpaid upon the par value of
the share or shares held by such stockholder.
XII
SERVICE OF PROCESS
Service of process may be made upon any officer of the corporation.
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IN WITNESS WHEREOF, said parties have hereunto set their hands the day
and year first above written.
(s) Xxxxxxxx X. Xxxxx
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XXXXXXXX X. XXXXX
(s) X.X. Xxxxx
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X.X. XXXXX
(s) Xxxxxx X. Xxxxxx, Xx.
--------------------------------------------
XXXXXX X. XXXXXX, XX.
Incorporators
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