EXHIBIT 3.1
AMENDED AND RESTATED CHARTER
OF
PINNACLE FINANCIAL PARTNERS, INC.
Under the authority of Section 48-20-101, et. al., of the Tennessee
Business Corporation Act, as amended, the undersigned corporation adopts the
following Amended and Restated Charter:
Article 1. Name
The name of the Corporation is: "PINNACLE FINANCIAL PARTNERS, INC."
Article 2. Capital Stock
(a) The total number of shares of capital stock which the Corporation
is authorized to issue is fifty million (50,000,000) shares, divided into forty
million (40,000,000) shares of common stock, $1.00 par value (the "Common
Stock"), and ten million (10,000,000) shares of preferred stock no par value
(the "Preferred Stock").
(b) The Board of Directors of the Corporation is authorized, subject to
limitations prescribed by law and the provisions of this Article, to provide for
the issuance of the shares of Preferred Stock in series, and by filing an
article of amendment pursuant to the applicable law of the State of Tennessee to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences, and relative rights of
the shares of each such series and the qualifications, or restrictions thereof.
The authority of the Board of Directors with respect to each series shall
include, but not be limited to, determination of the following:
(i) The number of shares constituting that series and the
distinctive designation of that series;
(ii) The dividend rate on the shares of that series,
whether dividends shall be cumulative, and, if so,
from which date or dates, and the relative rights of
priority, if any, of payments of dividends on shares
of that series;
(iii) Whether that series shall have voting rights, in
addition to the voting rights provided by law, and,
if so, the terms of such voting rights;
(iv) Whether that series shall have conversion privileges,
and, if so, the terms and conditions of such
conversion, including provisions for adjustment of
the conversion rate in such events as the Board of
Directors shall determine;
(v) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of
such redemption, including the date or dates upon or
after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount
may vary under different conditions and at different
redemption rates;
(vi) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and,
if so, the terms and amount of such sinking fund;
(vii) The rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution
or winding-up of the Corporation, and the relative
rights of priority, if any, of payment of shares of
that series; and
(viii) Any other relative rights, preferences and
limitations of that series.
Article 3. Registered Office; Registered Agent
The name and address of the initial Registered Agent and the Registered
Office of the Corporation are:
Robert A. McCabe, Jr.
4418 Herbert Place
Davidson County
Nashville, Tennessee 37215
Article 4. Incorporator
The name and address of the incorporator are:
M. Terry Turner
812 Jones Parkway
Brentwood, Tennessee 37027
Article 5. Principal Office
The mailing address of the initial principal office of the corporation
is:
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3401 West End Avenue, Suite 306
Nashville, Tennessee 37203
The mailing address of the Corporation's principal office is:
P.O. Box 50338
Nashville, Tennessee 37215-0338
Article 6. Purpose
The Corporation is for profit.
Article 7. Board of Directors
(a) The Board of Directors shall be divided into three (3) classes,
Class I, Class II and Class III, which shall be as nearly equal in number as
possible. Each director in Class I shall be elected to an initial term of one
(1) year, each director in Class II shall be elected to an initial term of two
(2) years, each director in Class III shall be elected to an initial term of
three (3) years, and each director shall serve until the election and
qualification of his or her successor or until his or her earlier resignation,
death or removal from office. Upon the expiration of the initial terms of office
for each Class of directors, the directors of each Class shall be elected for
terms of three (3) years, to serve until the election and qualification of their
successors or until their earlier resignation, death or removal from office.
(b) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 7 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote in an election of
directors, at any regular or special meeting of the shareholders, and notice of
the proposed change must be contained in the notice of the meeting.
Article 8. Bylaws; Number of Directors
(a) Except as provided in paragraph (b) of this Article 8, the Board of
Directors shall have the right to adopt, amend or repeal the bylaws of the
Corporation by the affirmative vote of a majority of all directors then in
office, and the shareholders shall have such right by the affirmative vote of a
majority of the issued and outstanding shares of the Corporation entitled to
vote in an election of directors.
(b) Notwithstanding paragraph (a) of this Article 8, any amendment of
the bylaws of the Corporation establishing or changing the number of directors
within the range provided for in
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the bylaws, or establishing or changing the range itself, shall require the
affirmative vote of two-thirds (2/3) of all directors then in office or the
affirmative vote of the holders of two-thirds (2/3) of the issued and
outstanding shares of the Corporation entitled to vote in an election of
directors, at any regular or special meeting of the shareholders, and notice of
the proposed change must be contained in the notice of the meeting.
Article 9. Removal of Directors
(a) The entire Board of Directors or any individual director may be
removed without cause, at any shareholders' meeting with respect to which notice
of such purpose has been given, only by the affirmative vote of the holders of
at least two-thirds (2/3) of the issued and outstanding shares of the
Corporation entitled to vote in an election of directors.
(b) The entire Board of Directors or any individual director may be
removed with cause upon the affirmative vote of two-thirds of all directors then
in office or, at any shareholders' meeting with respect to which notice of such
purpose has been given, by the affirmative vote of the holders of at least a
majority of the issued and outstanding shares of the Corporation entitled to
vote in an election of directors.
(c) For purposes of this Article 9, a director of the Corporation may
be removed for cause if (i) the director has been convicted of a felony; (ii)
any bank regulatory authority having jurisdiction over the Corporation requests
or demands the removal; or (iii) at least two-thirds (2/3) of the directors of
the Corporation then in office, excluding the director to be removed, determine
that the director's conduct has been inimical to the best interests of the
Corporation.
(d) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 9 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote in an election of
directors, at any regular or special meeting of the shareholders, and notice of
the proposed change must be contained in the notice of the meeting.
Article 10. Liability of Directors
(a) A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages, for breach of any duty as
a director, except for liability for:
(i) a breach of the director's duty of loyalty to the
Corporation or its shareholders;
(ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
or
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(iii) the types of liability set forth in Section 48-18-304
of the Tennessee Business Corporation Act dealing
with unlawful distributions of corporate assets to
shareholders; or
(b) Any repeal or modification of this Article by the shareholders of
the Corporation shall be prospective only and shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.
(c) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 10 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote thereon, at any
regular or special meeting of the shareholders, and notice of the proposed
change must be contained in the notice of the meeting.
Article 11. Shareholder Action by Written Consent
Any action required or permitted by the provisions of the Tennessee
Business Corporation Act (the "Act") to be taken at a shareholders' meeting may
be taken without a meeting in accordance with Section 48-17-104 of the Act if
the action is taken by persons who would be entitled to vote at a meeting shares
having voting power to cast not less than the minimum number of votes that would
be necessary to authorize or take the action at a meeting at which all
shareholders entitled to vote were present and voted. Notice of such action
without a meeting by less than unanimous written consent shall be given within
ten (10) days of the taking of such action to those shareholders of record on
the date when the written consent is first executed and whose shares were not
represented on the written consent.
Article 12. Indemnification
The Corporation shall, to the fullest extent permitted by the
provisions of the Tennessee Business Corporation Act, as the same may be amended
and supplemented, indemnify its directors and officers, and may indemnify all
other persons whom it shall have power to indemnify under the Act from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by the Act. Any indemnification effected under this provision
shall not be deemed exclusive of rights to which those indemnified may be
entitled under any Bylaw, vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
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Article 13. Approval of Business Transactions
(a) In any case in which the Tennessee Business Corporation Act or
other applicable law requires shareholder approval of any merger or share
exchange of the Corporation with or into any other corporation, or any sale,
lease, exchange or other disposition of substantially all of the assets of the
Corporation to any other corporation, person or other entity, shall require
either:
(i) the affirmative vote of two-thirds (2/3) of the
directors of the Corporation then in office and the
affirmative vote of a majority of the issued and
outstanding shares of the corporation entitled to
vote; or
(ii) the affirmative vote of a majority of the directors
of the Corporation then in office and the affirmative
vote of the holders of at least two-thirds (2/3) of
the issued and outstanding shares of the Corporation
entitled to vote.
(b) The Board of Directors shall have the power to determine for the
purposes of this Article 13, on the basis of information known to the
Corporation, whether any sale, lease or exchange or other disposition of part of
the assets of the Corporation involves substantially all of the assets of the
Corporation.
(c) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 13 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote thereon, at any
regular or special meeting of the shareholders, and notice of the proposed
change must be contained in the notice of the meeting.
Article 14. Factors Considered in Business Transactions
(a) The Board of Directors, when evaluating any offer of another party
(i) to make a tender offer or exchange offer for any equity security of the
Corporation, (ii) to merge or consolidate any other corporation with the
Corporation, or (iii) to purchase or otherwise acquire all or substantially all
of the assets of the Corporation, shall, in determining what is in the best
interests of the Corporation and its shareholders, give due consideration to all
relevant factors, including without limitation: (A) the short-term and long-term
social and economic effects on the employees, customers, shareholders and other
constituents of the Corporation and its subsidiaries, and on the communities
within which the Corporation and its subsidiaries operate (it being understood
that any subsidiary bank of the Corporation is charged with providing support to
and being involved in the communities it serves); and (B) the consideration
being offered by the other party in relation to the then-current value of the
Corporation in a freely negotiated transaction and in relation to the Board of
Directors' then-estimate of the future value of the Corporation as an
independent entity.
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(b) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 14 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote thereon, at any
regular or special meeting of the shareholders, and notice of the proposed
change must be contained in the notice of the meeting.
Article 15. Savings Clause
Should any provision of this Charter, or any clause hereof, be held to
be invalid, illegal or unenforceable, in whole or in part, the remaining
provisions and clauses of this Charter shall remain valid and fully enforceable.
Article 16. Effective Date
The Amended and Restated Charter is to be effective upon filing with
the Secretary of State of Tennessee.
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