EX-3.1 2 v231615_ex3-1.htm EXHIBIT 3.1 Unassociated Document
Exhibit 3.1
 
RESTATED CERTIFICATE OF INCORPORATION

OF

SUSSEX BANCORP

THIS IS TO CERTIFY THAT, Sussex Bancorp, a corporation organized on the 19th day of January, 1996, under and by virtue of N.J.S. §14A:1-1 et seq., the “New Jersey Business Corporation Act,” does hereby restate its Certificate of Incorporation pursuant to N.J.S. §14A:9-5.

ARTICLE I
Corporate Name

The name of the Corporation is Sussex Bancorp.

ARTICLE II
Registered Office and Registered Agent

The address of the Corporation’s registered office is:

Sussex Bancorp
399 Route 23
P.O. Box 353
Franklin, New Jersey 07416

The name of the registered agent at that address is:

Anthony Labozzetta

ARTICLE III
Board of Directors and Number of Directors

(a) The number of directors is governed by the Bylaws of the Corporation. The directors constituting the Board of Directors are as follows:
 
Name Address
Anthony S. Abbate
c/o Sussex Bancorp
399 Route 23
P.O. Box 353
Franklin, NJ 07416
   
Patrick Brady c/o Sussex Bancorp
 
399 Route 23
P.O. Box 353
Franklin, NJ 07416
 
 
 
 
 
Exhibit 3.1
 
Richard Branca
c/o Sussex Bancorp
399 Route 23
P.O. Box 353
Franklin, NJ 07416
   
Katherine H. Caristia
c/o Sussex Bancorp
399 Route 23
P.O. Box 353
Franklin, NJ 07416
   
Mark J. Hontz
c/o Sussex Bancorp
399 Route 23
P.O. Box 353
Franklin, NJ 07416
   
Donald L. Kovach
c/o Sussex Bancorp
399 Route 23
P.O. Box 353
Franklin, NJ 07416
   
Anthony Labozzetta
c/o Sussex Bancorp
399 Route 23
P.O. Box 353
Franklin, NJ 07416
   
Edward J. Leppert
c/o Sussex Bancorp
399 Route 23
P.O. Box 353
Franklin, NJ 07416
   
Timothy Marvil
c/o Sussex Bancorp
399 Route 23
P.O. Box 353
Franklin, NJ 07416
   
Richard Scott
c/o Sussex Bancorp
399 Route 23
P.O. Box 353
Franklin, NJ 07416
                                                                                 
(b) The Board of Directors are divided into three (3) classes, as nearly identical in number as the then total number of directors constituting the entire board permits, with the term of office of one (1) class expiring each year. The term of each class of directors are approved for each such class by the stockholders approving this amendment to the Corporation’s certificate of incorporation. 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.
 
 
 
 
 
Exhibit 3.1

ARTICLE IV
Corporate Purpose

The purpose for which the Corporation is organized is to engage in any activities for which corporations may be organized under the New Jersey Business Corporation Act.

ARTICLE V
Capital Stock

(a) The total authorized capital stock of the Corporation shall be 11,000,000 shares, consisting of 10,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, which may be issued in one (1) or more classes or series. The shares of Common Stock and 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 of Preferred Stock, 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 (1) or 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:

(1) The distinctive designation of the class or series and the number of shares that 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;

(2) The dividend rate of the class or series, whether dividends will be cumulative, and, if so, from what date or dates;

(3) 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;

(4) 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;
 
 
 
 
 
Exhibit 3.1

(5) 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;

(6) 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;

(7) 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 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 and/or Common Stock ranking junior to the shares of the class or series;

(8) 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

(9) Any other preferences, qualifications, privileges, options and other relative or special rights and limitations of that class or series.

ARTICLE VI
Limitation of Liability

Subject to the following, a director or officer of the Corporation shall not be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. The preceding sentence shall not relieve a director or officer from liability for any breach of duty based upon an act or omission (i) in breach of such person’s duty of loyalty to the Corporation or its shareholders, (ii) not in good faith or involving a knowing violation of law, or (iii) resulting in receipt by such person of an improper personal benefit. If the New Jersey Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer or both of the Corporation shall be eliminated or limited to the fullest extent permitted by the New Jersey Business Corporation Act as so amended. Any amendment to this Certificate of Incorporation, or change in law which authorizes this paragraph, shall not adversely affect any then existing right or protection of a director or officer of the Corporation.
 
 
 
 
 
Exhibit 3.1
 
ARTICLE VII
Indemnification

The Corporation shall indemnify its officers, directors, employees and agents and former officers, directors, employees and agents, and any other persons serving at the request of the Corporation as an officer, director, employee or agent of another corporation, association, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) incurred in connection with any pending or threatened action, suit, or proceeding, whether civil, criminal, administrative or investigative, with respect to which such officer, director, employee, agent or other person is a party, or is threatened to be made a party, to the full extent permitted by the New Jersey Business Corporation Act. The indemnification provided herein (i) shall not be deemed exclusive of any other right to which any person seeking indemnification may be entitled under any by-law, agreement, or vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in any other capacity, and (ii) shall inure to the benefit of the heirs, executors, and the administrators of any such person. The Corporation shall have the power, but shall not be obligated, to purchase and maintain insurance on behalf of any person or persons enumerated above against any liability asserted against or incurred by them or any of them arising out of their status as corporate directors, officers, employees, or agents whether or not the Corporation would have the power to indemnify them against such liability under the provisions of this article.

The Corporation shall, from time to time, reimburse or advance to any person referred to in this article the funds necessary for payment of expenses, including attorneys’ fees, incurred in connection with any action, suit or proceeding referred to in this article, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to the director or officer establishes that the director’s or officer’s acts or omissions (i) constitute a breach of the director’s or officer’s duty of loyalty to the corporation or its shareholders, (ii) were not in good faith, (iii) involved a knowing violation of law, (iv) resulted in the director or officer receiving an improper personal benefit, or (v) were otherwise of such a character that New Jersey law would require that such amount(s) be repaid.


May 26, 2011
 
 
/s/ Anthony Labozzetta
Anthony Labozzetta
President and Chief Executive Officer