Exhibit 3(i)
CERTIFICATE OF INCORPORATION
OF
UNITY BANCORP, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "Delaware General Corporation Law"), hereby certifies that:
FIRST: The name of the Corporation is Unity Bancorp, Inc.
SECOND: The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The Corporation Trust Company is the Corporation's
registered agent at that address.
THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the Delaware
General Corporation Law.
FOURTH: The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 2,500,000 shares of
Common Stock with no par value.
FIFTH: The name and mailing address of the incorporator is:
Robert A. Schwartz, Esq.
McCarter & English
Four Gateway Center
100 Mulberry Street
P.O. Box 652
Newark, N.J. 07101-0652
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: (a) The number of directors constituting the entire
Board of Directors shall be not less than three (3) nor more than twenty-five
(25) as fixed from time to time by vote of a majority of the entire Board,
provided, however, that the number of
directors shall not be reduced so as to shorten the term of any director at the
time in office, and provided further, that the number of directors constituting
the entire Board shall be four (4) until otherwise fixed by a majority of the
entire Board.
(b) The Board of Directors shall be divided into three (3) classes,
as nearly equal in number as the then total number of directors constituting the
entire Board permits, with the term of office of one class expiring each year.
At the first annual meeting of stockholders, directors of the first class shall
be elected to hold office for a term expiring at the next succeeding annual
meeting, directors of the second class shall be elected to hold office for a
term expiring at the second succeeding annual meeting and directors of the third
class shall be elected to hold office for a term expiring at the third
succeeding annual meeting. Any vacancies in the Board of Directors for any
reason, and any directorships resulting from any increase in the number of
directors, may be filled by the Board of Directors, acting by a majority of the
directors then in office, although less than a quorum, and any directors so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen and until their successors shall be elected and
qualified. At each annual meeting of stockholders the successors to the class of
directors whose term shall then expire shall be elected to hold office for a
term expiring at the third succeeding annual meeting.
EIGHTH: The Board of Directors shall have the power to make,
alter or repeal the By-laws of the Corporation, subject to the right of the
stockholders of the Corporation to alter or repeal any By-law made by the Board
of Directors.
NINTH: (a) 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 to the extent such exemption
from liability or limitation thereof is not permitted under the Delaware General
Corporation Law.
(b) (i) 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 or criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding 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, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his
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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, in itself, create a presumption that the person did not
act 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, had no reasonable cause to believe that his conduct was
unlawful.
(ii) 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 the fact that he is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit 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 and except that no indemnification shall be made in respect of any
claims, issues or matters as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or 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
indemnify for such expenses which the Court of Chancery or such other court
shall deem proper.
(iii) The right to indemnification conferred in this Article
Ninth shall also include the right to be paid by the Corporation the expenses
incurred in connection any such proceeding in advance of its final disposition
to the fullest extent permitted by the Delaware General Corporation Law.
(iv) The Corporation may, by action of its Board of Directors,
provide indemnification to such of the employees and agents of the Corporation
and such other persons serving at the request of the corporation as employees or
agents of another corporation, partnership, joint venture, trust or other
enterprise to such extent and to such effect as is permitted by the Delaware
General Corporation Law and the Board of Directors shall determine to be
appropriate.
(c) The Corporation shall have power to 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, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any expenses,
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liability or loss incurred by such person 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 Delaware General Corporation Law.
(d) The right to indemnification conferring in this Article
Ninth shall be a contract right. The rights and authority conferred in this
Article Ninth shall not be exclusive of any other right which any person may
otherwise have or hereafter acquire.
(e) No amendment, modification or repeal of this Article
Ninth, nor the adoption of any provision of this Certificate of Incorporation or
the By-laws of the Corporation, nor, to the fullest extent permitted by the
Delaware General Corporation Law, any amendment, modification or repeal of law
shall eliminate or reduce the effect of this Article Ninth or adversely affect
any right or protection then existing hereunder in respect of any acts or
omissions occurring prior to such amendment, modification, repeal or adoption.
TENTH: The election of directors of the Corporation need not by
written ballot, unless the By-laws of the Corporation otherwise provide.
ELEVENTH: From time to time any of the provisions of this
Certificate of Incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
this Certificate of Incorporation are granted subject to the provisions of this
Article Eleventh.
TWELFTH: The following named persons shall constitute the first
Board of Directors of the Corporation and shall hold office until the first
annual shareholders' meeting or until their successors are elected and
qualified:
Robert Van Volkenburgh Donald F. Ennis
c/o Unity Bancorp, Inc. c/o Unity Bancorp, Inc.
219 Concourse Drive 219 Concourse Drive
Annandale, NJ 08801 Annandale, NJ 08801
David Dallas James Hyman
c/o Unity Bancorp, Inc. c/o Unity Bancorp, Inc.
219 Concourse Drive 219 Concourse Drive
Annandale, NJ 08801 Annandale, NJ 08801
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THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the Delaware General Corporation
Law, does make this certificate, hereby certifying and declaring that this is
his act and deed
and the facts herein stated are true, and accordingly has hereunto set his hand
this 3rd day of February, 1994.
/S/ROBERT A. SCHWARTZ
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Robert A. Schwartz
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CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF
INCORPORATION OF UNITY BANCORP, INC.
Unity Bancorp, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of the Corporation, declaring said amendment to
be advisable and calling for consideration thereof at the Annual Meeting of the
Shareholders of the Corporation. The resolution setting for the proposed
amendment is as follows:
RESOLVED, that the Certificate of Incorporation of the Corporation
be amended as follows:
"By striking out the whole of Article FOURTH as it exists now
and inserting in lieu and instead thereof a new Article Fourth
reading as follows:
FOURTH: (a) The total authorized capital stock of
the Corporation shall be 3,000,000 shares, consisting of
2,500,000 shares of Common Stock and 500,000 shares of
Preferred Stock which may be issued in one or more classes or
series. The shares of Common Stock shall constitute a single
class and shall be without nominal or par value. The shares of
Preferred Stock of each class or series shall be without
nominal or par value, except that the amendment authorizing
the initial issuance of any class or series, adopted by the
Board of Directors as provided herein, may provide that shares
of any class or series shall have a specified par value per
share, in which event all of the shares of such class or
series shall have the par value per share so specified.
(b) The Board of Directors of the Corporation is
expressly authorized from time to time to adopt and to cause
to be executed and filed without further approval of the
shareholders amendments to this Certificate of Incorporation
authorizing the issuance of one or
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more classes or series of Preferred Stock for such
consideration as the Board of Directors may fix. In an
amendment authorizing any class or series of Preferred Stock,
the Board of Directors is expressly authorized to determine:
(i) The distinctive designation of the class or
series and the number of shares which will constitute
the class or series, which number may be increased or
decreased (but not below the number of shares then
outstanding in that class or above the total shares
authorized herein) from time to time by action of the
Board of Directors;
(ii) The dividend rate of the shares of the class or
series, whether dividends will be cumulative, and, if
so, from what date or dates;
(iii) The price or prices at which, and the terms and
conditions on which, the shares of the class or series
may be redeemed at the option of the Corporation;
(iv) Whether or not the shares of the class or series
will be entitled to the benefit of a retirement or
sinking fund to be applied to the purchase or redemption
of such shares and, if so entitled, the amount of such
fund and the terms and provisions relative to the
operation thereof;
(v) Whether or not the shares of the class or
series will be convertible into, or exchangeable for,
any other shares of stock of the Corporation or other
securities, and if so convertible or exchangeable, the
conversion price or prices, or the rates of exchange,
and any adjustments thereof, at which such conversion or
exchange may be made, and any other terms and conditions
of such conversion or exchange;
(vi) The rights of the shares of the class or series in
the event of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation;
(vii) Whether or not the shares of the class or series
will have priority over, parity with, or be junior to
the shares of any other class or series in any respect,
whether or not the
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shares of the class or series will be entitled to the
benefit of limitations restricting the issuance of
shares of any other class or series having priority over
or on parity with the shares of such class or series and
whether or not the shares of the class or series are
entitled to restrictions on the payment of dividends on,
the making of other distributions in respect of, and the
purchase or redemption of shares of any other class or
series of Preferred Stock or Common Stock ranking junior
to the shares of the class or series;
(viii) Whether the class or series will have voting
rights, in addition to any voting rights provided by
law, and if so, the terms of such voting rights; and
(ix) Any other preferences, qualifications, privileges,
options and other relative or special rights and
limitations of that class or series.
SECOND: That thereafter, pursuant to the resolution of the Board of
Directors, the Annual Meeting of the Shareholders of the Corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to
be signed this _______ day of May, 1995.
by James Hyman, its President.
Unity Bancorp, Inc.
By: /S/ JAMES HYMAN
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James Hyman, President
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