EX-3.1 3 ofg10k12312020ex31.htm EXHIBIT 3.1 ofg10k12312020ex31
 
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EXHIBIT 3.1
COMPOSITE CERTIFICATE OF INCORPORATION OF OFG BANCORP
 
FIRST: The name of the corporation (hereinafter called
 
the Corporation) is “OFG Bancorp”.
 
 
SECOND: The principal office of the
 
Corporation in the Commonwealth
 
of Puerto Rico is located at Hato
 
Rey Tower, 268
Muñoz Rivera Avenue, Suite 501, Hato Rey, Puerto Rico in the Municipality
 
of San Juan, Puerto Rico. The
 
name of the
resident agent of the Corporation
 
is OFG Bancorp and the
 
address is Oriental Center, Legal Department,
 
254 Munoz Rivera
Avenue, San Juan, Puerto Rico 00918.
 
THIRD: The purpose of the Corporation
 
is to engage, for profit, in any
 
lawful act or activity for which
 
a corporation may be
organized under the General Corporation
 
Law of the Commonwealth
 
of Puerto Rico.
 
FOURTH: The authorized capital of the Corporation shall
 
be ONE HUNDRED TEN
 
MILLION DOLLARS ($110,000,000)
represented by ONE HUNDRED MILLION
 
(100,000,000) shares of common
 
stock, $1.00 par value per
 
share, and TEN
MILLION (10,000,000) shares
 
of preferred stock, $1.00 par value
 
per share. The shares may be issued
 
by the Corporation from
time to time as authorized by the
 
Board of Directors without the
 
further approval of shareholders,
 
except to the extent that such
approval is required by governing
 
law, rule or regulation.
The Board of Directors is expressly
 
authorized to provide, when it deems
 
necessary, for the issuance of shares of preferred
stock in one or more series, with such
 
voting powers, full or limited,
 
but not to exceed one vote per share,
 
or without voting
powers; and with such designations,
 
preferences, rights, qualifications,
 
limitations or restrictions thereof,
 
as shall be expressed
in the resolution or resolutions of the
 
Board of Directors, authorizing
 
such issuance, including (but
 
without limiting the
generality of the foregoing) the following:
 
(a)
 
the designation of such series, the number
 
of shares to constitute such series
 
and the stated value thereof if
different from the par value thereof;
(b)
 
 
the dividend rate of such series,
 
the conditions and dates upon which
 
the dividends shall be payable,
 
the
preference or relation which such dividends
 
shall bear to the dividends payable
 
on any other class or classes of
capital stock of the Corporation,
 
and whether such dividends shall
 
be cumulative or non-cumulative;
(c)
 
 
whether the shares of such series
 
shall be subject to redemption by
 
Corporation, and if made
 
subject to such
redemption, the terms and conditions
 
of such redemption;
(d)
 
the terms and amount of any sinking
 
fund provided for the purchase
 
or redemption of the shares of such series;
(e)
 
whether the shares of such series shall
 
be convertible and if provision
 
be made for conversion, the
 
terms of such
conversion;
(f)
 
the extent, if any, to which the holders of such shares shall
 
be entitled to vote; provided, however, that in no
event, shall any holder of any series of
 
preferred stock be entitled to more
 
than one vote for each such share;
(g)
 
the restrictions and conditions, if any, upon the issue
 
or re-issue of any additional preferred
 
stock ranking on a
parity with or prior to such shares as
 
to dividends or upon dissolution;
(h)
 
the rights of the holders of such shares
 
upon dissolution of, or upon distribution
 
of assets of the Corporation,
which rights may be different in the case
 
of a voluntary dissolution; and
(i)
 
any other powers, preferences and relative,
 
participating, optional and other special
 
rights, and any
qualifications, limitations and restrictions
 
thereof.
 
2
The powers, preferences and relative,
 
participating, optional and other
 
special rights, of each
 
series of preferred stock, and the
qualifications, limitations or restrictions
 
thereof, if any, may differ from those of any and all other series
 
at any time outstanding. All
shares of any one series of preferred
 
stock shall be identical in all
 
respects with all other shares of
 
such series, except that shares of
any one series issued at different times may
 
differ as to the dates from which dividends
 
thereon shall accrue and/or be
 
cumulative.
FIFTH: No holder of the capital stock
 
of the Corporation shall be
 
entitled as such, as a matter of right,
 
to subscribe for or
purchase any part of any new or additional
 
issue of stock of any class whatsoever
 
of the Corporation, or of securities
 
convertible into
stock of any class whatsoever, whether now or hereafter
 
authorized, or whether issued for
 
cash or other consideration or by
 
way of a
dividend.
SIXTH: The name, place of residence
 
and postal address of the sole incorporator
 
are as follows:
 
Name
 
Place of Residence and Postal Address
 
Pedro Maldonado
 
Carretera 971
 
Kilómetro 12.2
 
Barrio Sonadora
 
Naguabo, Puerto Rico
 
 
P.O.
 
Box 364225
San Juan, Puerto Rico 00936-4225
SEVENTH: The Corporation is to have
 
perpetual existence:
EIGHTH: For the management of
 
the business and for the conduct
 
of the affairs of the Corporation, and
 
in further creation,
definition, limitation and regulation
 
of the powers of the Corporation
 
and of its directors and stockholders,
 
it is further provided:
 
1.
Directors and Number of Directors
. The business and affairs of the Corporation
 
shall be managed by or
 
under
the direction of a Board of Directors.
 
The number of directors of the Corporation
 
shall be fixed by, or in the manner provided in, the
by-laws. The directors of the Corporation
 
need not be stockholders.
 
2.
Classification and Term
. The Board of Directors, other than those
 
who may be elected by
 
the holders of any
class or series of stock having preference
 
over the Common Stock
 
as to dividends or upon liquidation,
 
shall be divided into three
classes as nearly equal in number as
 
possible until the 2019 annual
 
meeting of stockholders, with one
 
class to be elected annually. The
term of office of the initial directors shall
 
be as follows: the term
 
of directors of the first class shall
 
expire at the first annual meeting of
stockholders after the effective date of this
 
Certificate of Incorporation; the
 
term of office of the directors of the second
 
class shall
expire at the second annual meeting
 
of stockholders after the effective date of
 
this Certificate of Incorporation;
 
and the term of office
of the third class shall expire at the
 
third annual meeting of stockholders
 
after the effective date of this Certificate
 
of Incorporation;
and, as to directors of each class, when
 
their respective successors
 
are elected and qualified. At each annual
 
meeting of stockholders
until the 2019 meeting, directors elected
 
to succeed those whose terms are
 
expiring shall be elected for a term
 
of office to expire at the
third succeeding annual meeting of stockholders
 
and when their respective successors
 
are
 
elected and qualified.
At the 2019 annual meeting of stockholders,
 
the term of office of all classes of directors
 
shall expire. Effective as of the date
 
of the
2019 annual meeting of stockholders,
 
the classification of the Board
 
of Directors shall be eliminated,
 
and all directors thereafter shall
be elected annually.
 
 
3.
Cumulative Voting
. At each annual meeting of stockholders
 
in which more than one director
 
is being elected,
every stockholder entitled to vote at such
 
election shall have the right
 
to vote, in person or by proxy, the number of shares owned
 
by
the stockholder for as many persons
 
as there are directors to be elected
 
and for whose election the
 
stockholder has a right to vote,
 
or to
cumulate the votes by giving one
 
candidate as many votes as
 
the number of such directors
 
to be elected multiplied by the
 
number of
his shares shall equal, or by distributing
 
such votes on the same principle among
 
any number of candidates.
 
 
4.
Vacancies
. Except as otherwise fixed pursuant
 
to the provisions of Article FOURTH hereof relating
 
to the rights
of the holders of any class or series
 
of stock having a preference
 
over the Common Stock as to dividends
 
or upon liquidation to elect
directors, any vacancy occurring in
 
the Board of Directors, including
 
any vacancy created by reason of an
 
increase in the number of
directors, may be filled by a majority
 
vote of the directors then in office,
 
whether or not a quorum
 
is present, or by a sole remaining
 
3
director, and any director so chosen shall hold office
 
for the remainder of the term to
 
which the director has been selected
 
and until
such director's successor shall have been
 
elected and qualified. When the number
 
of directors is changed prior to
 
the 2019 annual
meeting of stockholders, the Board of
 
Directors shall determine the class
 
or classes to which the increased
 
or decreased number of
directors shall be apportioned; provided
 
that no decrease in the number
 
of directors shall shorten the
 
term of any incumbent director.
 
 
5.
Removal
. Subject to the rights of any class or
 
series of stock having preference
 
over the Common Stock
 
as to
dividends or upon liquidation to elect
 
directors, any director (including
 
persons elected by directors to fill
 
vacancies in the Board of
Directors) may be removed from office
 
only with cause by an affirmative vote
 
of not less than a majority
 
of the votes eligible to be
cast by stockholders at a duly constituted
 
meeting of stockholders called
 
expressly for such purpose.
 
 
6.
By-Laws
. The Board of Directors is expressly authorized
 
and empowered to make, alter and
 
repeal the by-laws of
the Corporation, subject to the power
 
of the stockholders to alter or
 
repeal the by-laws made by the Board
 
of Directors. Such action by
the Board of Directors shall require the
 
affirmative vote of a majority of the
 
directors then in office at any regular
 
or special meeting
of the Board of Directors. Such
 
action by the stockholders shall
 
require the affirmative vote of
 
the holders of a majority of the shares
of the Corporation entitled to vote
 
generally in an election of
 
directors, voting together as a single
 
class, as well as such additional vote
of the preferred stock as may be required
 
by the provisions of any series
 
thereof.
 
NINTH: The personal liability of
 
the directors and officers of the Corporation
 
for monetary damages shall
 
be eliminated to
the fullest extent permitted by the General
 
Corporation Law of the
 
Commonwealth of Puerto Rico
 
as it exists on the effective date of
this Certificate of Incorporation or
 
as such law may be thereafter
 
in effect. No amendment, modification
 
or repeal of this Article
NINTH shall adversely affect the rights
 
provided hereby with
 
respect to any claim, issue or
 
matter in any proceeding that
 
is based in
any respect on any alleged action
 
or failure
 
to act prior to such amendment,
 
modification or repeal.