Exhibit 3.1
RESTATED
ARTICLES OF INCORPORATION
AS OF APRIL 25, 1997
AND
AS AMENDED OCTOBER 24, 1997
OF
PACIFIC CENTURY FINANCIAL CORPORATION
HONOLULU, HAWAII
OCTOBER 24, 1997
RESTATED
ARTICLES OF INCORPORATION
OF
PACIFIC CENTURY FINANCIAL CORPORATION
(As Amended October 24, 1997)
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:
PACIFIC CENTURY FINANCIAL CORPORATION
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 $420,000,000. The number of
shares of stock that the corporation is authorized to issue shall be 220,000,000
shares, of which 200,000,000 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 power, 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.
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 0000X 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
OFFICERS
NAMES MAILING ADDRESSES
Xxxxxxxx X. Xxxxx 0000 Xxxxxxxx Xxxxx
Chairman of the Board of Directors Xxxxxxxx, Xxxxxx 00000
C 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 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;
(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;
(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 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 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.
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.
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.
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.
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XXXXXX X. XXXXXX, XX.
Incorporators
