Attached files
Exhibit
3.1
ARTICLES OF INCORPORATION
STANDARD FINANCIAL CORP.
The undersigned, Marc P. Levy, whose address is 5335 Wisconsin Avenue, N.W., Suite 780,
Washington, DC 20015, being at least eighteen years of age, acting as incorporator, does hereby
form a corporation under the general laws of the State of Maryland, having the following Articles
of Incorporation (the Articles):
ARTICLE 1. Name. The name of the corporation is Standard Financial Corp. (herein the
Corporation).
ARTICLE 2. Principal Office. The address of the principal office of the Corporation in the
State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660,
Baltimore, Maryland 21202.
ARTICLE 3. Purpose. The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be organized under the general laws of the State
of Maryland as now or hereafter in force.
ARTICLE 4. Resident Agent. The name and address of the registered agent of the Corporation
in the State of Maryland is CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite
1660, Baltimore, Maryland 21202. Said resident agent is a Maryland corporation.
ARTICLE 5. Capital Stock
A. Authorized Stock. The total number of shares of capital stock of all classes that the
Corporation has authority to issue is fifty million (50,000,000) shares, consisting of:
1. ten million (10,000,000) shares of preferred stock, par value one cent ($0.01) per share
(the Preferred Stock); and
2. forty million (40,000,000) shares of common stock, par value one cent ($0.01) per share
(the Common Stock).
The aggregate par value of all the authorized shares of capital stock is five-hundred thousand
dollars ($500,000). Except to the extent required by governing law, rule or regulation, the shares
of capital stock may be issued from time to time by the Board of Directors without further approval
of the stockholders of the Corporation. The Corporation shall have the authority to purchase its
capital stock out of funds lawfully available therefor, which funds shall include, without
limitation, the Corporations unreserved and unrestricted capital surplus. The Board of Directors,
pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole
number), and without action by the stockholders, may amend these Articles to increase or decrease
the aggregate number of shares of stock or the number of shares of stock of any class or series
that the Corporation has authority to issue. For the purposes of these Articles, the term Whole
Board shall mean the total number of directors that the Corporation would
have if there were no vacancies on the Board of Directors at the time any such resolution is
presented to the Board of Directors for adoption.
B. Common Stock. Except as provided under the terms of any series of Preferred Stock and as
limited by Section D of this Article 5, the exclusive voting power shall be vested in the Common
Stock. Except as otherwise provided in these Articles, each holder of the Common Stock shall be
entitled to one vote for each share of Common Stock standing in the holders name on the books of
the Corporation. Subject to any rights and preferences of any series of Preferred Stock, holders
of Common Stock shall be entitled to such dividends as may be declared by the Board of Directors
out of funds lawfully available therefor. Upon the dissolution, liquidation or winding up of the
Corporation, the holders of the Common Stock shall be entitled to receive all the remaining assets
of the Corporation available for distribution to its stockholders ratably in proportion to the
number of shares held by them, respectively, after: (i) payment or provision for payment of the
Corporations debts and liabilities; (ii) distributions or provision for distributions in
settlement of the Liquidation Account established by the Corporation as described in Section G of
this Article 5; and (iii) distributions or provisions for distributions to holders of any class or
series of stock having a preference over the Common Stock in the liquidation, dissolution or
winding up of the Corporation.
C. Preferred Stock. The Board of Directors is hereby expressly authorized, subject to any
limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in
series, to establish from time to time the number of shares to be included in each such series, and
to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption of the shares of each such series.
The number of authorized shares of the Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the Board of Directors as provided in
Section A of this Article 5 or by the affirmative vote of the holders of a majority of the Common
Stock, in each case without a vote of the holders of the Preferred Stock, or of any series thereof,
unless a vote of any such holders is required by law or pursuant to the terms of such Preferred
Stock.
D. Restrictions on Voting Rights of the Corporations Equity Securities.
1. Notwithstanding any other provision of these Articles, in no event shall the record owner
(or if more than one record owner, all such record owners taken as a group) of any outstanding
Common Stock that is beneficially owned, directly or indirectly, by a Person who, as of any record
date for the determination of stockholders entitled to vote on any matter, beneficially owns in
excess of 10% of the then-outstanding shares of Common Stock (the Limit), be entitled, or
permitted to any vote in respect of the shares held in excess of the Limit. The number of votes
that may be cast by any particular record owner by virtue of the provisions hereof in respect of
Common Stock beneficially owned by such Person owning shares in excess of the Limit (a Holder in
Excess) shall be a number equal to the total number of votes that a single record owner of all
Common Stock owned by such Holder in Excess would be entitled to cast after giving effect to the
provisions hereof, multiplied by a fraction, the numerator of which is the number of shares of such
class or series that are both (i) beneficially owned by such Holder in Excess and (ii) owned of
record by such particular record owner, and the denominator of which is the total number of shares
of Common Stock beneficially owned by such Holder in
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Excess. The provisions of this Section D of this Article 5 shall not be applicable if, before
the Holder in Excess acquired beneficial ownership of such shares in excess of the Limit, such
acquisition was approved by a majority of the Unaffiliated Directors. For this purpose, the term
Unaffiliated Director means any member of the Board of Directors who is unaffiliated with the
Holder in Excess and who was a member of the Board of Directors prior to the time that the Holder
in Excess became such, and any director who is thereafter chosen to fill any vacancy on the Board
of Directors and who is elected and who, in either event, is unaffiliated with the Holder in Excess
and in connection with his or her initial assumption of office is recommended for appointment or
election by a majority of the Unaffiliated Directors then serving on the Board of Directors.
2. The following definitions shall apply to this Section D of this Article 5.
(a) | An affiliate of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. | ||
(b) | Beneficial ownership shall be determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934 (or any successor rule or statutory provision), or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or statutory provision thereto, pursuant to said Rule 13d-3 as in effect on March 31, 2010; provided, however, that a Person shall, in any event, also be deemed the beneficial owner of any Common Stock: |
(1) | that such Person or any of its affiliates beneficially owns, directly or indirectly; or | ||
(2) | that such Person or any of its affiliates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of an agreement, contract, or other arrangement with the Corporation to effect any transaction of the type described in clause (i) or (ii) of the first sentence of Article 9 hereof) or upon the exercise of conversion rights, exchange rights, warrants, or options or otherwise, or (ii) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such Person nor any such affiliate is otherwise deemed the beneficial owner); or | ||
(3) | that are beneficially owned, directly or indirectly, by any other Person with which such first mentioned Person or any of its affiliates acts as a |
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partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation; and provided further, however, that (i) no director or officer of the Corporation (or any affiliate of any such director or officer) shall, solely by reason of any or all of such directors or officers acting in their capacities as such, be deemed, for any purposes hereof, to beneficially own any Common Stock beneficially owned by any other such director or officer (or any affiliate thereof), and (ii) neither any employee stock ownership or similar plan of the Corporation or any subsidiary of the Corporation nor any trustee with respect thereto (or any affiliate of such trustee) shall, solely by reason of such capacity of such trustee, be deemed, for any purposes hereof, to beneficially own any Common Stock held under any such plan. For purposes of computing the percentage of beneficial ownership of Common Stock of a Person, the outstanding Common Stock shall include shares deemed owned by such Person through application of this subsection but shall not include any other shares of Common Stock that may be issuable by the Corporation pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise. For all other purposes, the outstanding Common Stock shall include only Common Stock then outstanding and shall not include any Common Stock that may be issuable by the Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise. |
(c) | A Person shall mean any individual, firm, corporation, or other entity. | ||
(d) | The Board of Directors shall have the power to construe and apply the provisions of this Section D and to make all determinations necessary or desirable to implement such provisions including, but not limited to, matters with respect to (i) the number of shares of Common Stock beneficially owned by any Person, (ii) whether a Person is an affiliate of another, (iii) whether a Person has an agreement, arrangement, or understanding with another as to the matters referred to in the definition of beneficial ownership, (iv) the application of any other definition or operative provision of this Section D to the given facts, or (v) any other matter relating to the applicability or effect of this Section D. |
3. The Board of Directors shall have the right to demand that any Person reasonably believed
by the Board of Directors to be a Holder in Excess (or holder of record of Common Stock
beneficially owned by any Holder in Excess) supply the Corporation with complete information as to
(i) the record owner(s) of all shares beneficially owned by such Holder in Excess, and (ii) any
other factual matter relating to the applicability or effect of this section as may reasonably be
requested of such Holder in Excess. The Board of Directors shall further have the right to receive
from any Holder in Excess reimbursement for all expenses incurred by the Board of Directors in
connection with its investigation of any matters relating to the
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applicability or effect of this section on such Holder in Excess, to the extent such
investigation is deemed appropriate by the Board of Directors as a result of the Holder in Excess
refusing to supply the Corporation with the information described in the previous sentence.
4. Any constructions, applications, or determinations made by the Board of Directors pursuant
to this Section D in good faith and on the basis of such information and assistance as was then
reasonably available for such purpose, shall be conclusive and binding upon the Corporation and its
stockholders.
5. In the event any provision (or portion thereof) of this Section D shall be found to be
invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof)
of this Section D shall remain in full force and effect, and shall be construed as if such invalid,
prohibited or unenforceable provision had been stricken herefrom or otherwise rendered
inapplicable, it being the intent of the Corporation and its stockholders that each such remaining
provision (or portion thereof) of this Section D remain, to the fullest extent permitted by law,
applicable and enforceable as to all stockholders, including Holders in Excess, notwithstanding any
such finding.
E. Majority Vote. Pursuant to Section 2-104(b)(5) of the Maryland General Corporation Law
(MGCL), notwithstanding any provision of the MGCL requiring stockholder authorization of an
action by a greater proportion than a majority of the total number of shares of all classes of
capital stock or of the total number of shares of any class of capital stock, such action shall be
valid and effective if authorized by the affirmative vote of the holders of a majority of the total
number of shares of all classes outstanding and entitled to vote thereon, except as otherwise
provided in these Articles.
F. Quorum. Except as otherwise provided by law or expressly provided in these Articles, the
presence, in person or by proxy, of the holders of record of shares of capital stock of the
Corporation entitling the holders thereof to cast a majority of the votes (after giving effect, if
required, to the provisions of Article 5, Section D) entitled to be cast by the holders of shares
of capital stock of the Corporation entitled to vote shall constitute a quorum at all meetings of
the stockholders, and every reference in these Articles to a majority or other proportion of
capital stock (or the holders thereof) for purposes of determining any quorum requirement or any
requirement for stockholder consent or approval shall be deemed to refer to such majority or other
proportion of the votes (or the holders thereof) then entitled to be cast in respect of such
capital stock.
G. Liquidation Account. Under the terms of the Plan of Conversion of Standard Mutual Holding
Company (the Plan of Conversion), the Corporation must establish and maintain a liquidation
account (the Liquidation Account) for the benefit of certain Eligible Account Holders and
Supplemental Eligible Account Holders as defined in the Plan of Conversion. In the event of a
complete liquidation involving (i) the Corporation or (ii) Standard Bank, PaSB, a Pennsylvania
chartered savings bank that will be a wholly-owned subsidiary of the Corporation, the Corporation
must comply with the provisions of the Plan of Conversion with respect to the amount and priorities
of each Eligible Account Holders and Supplemental Eligible Account Holders interests in the
Liquidation Account. The interest of an Eligible
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Account Holder or Supplemental Eligible Account Holder in the Liquidation Account does not
entitle such account holders to voting rights.
ARTICLE 6. Preemptive Rights and Appraisal Rights
A. Preemptive Rights. Except for preemptive rights approved by the Board of Directors
pursuant to a resolution approved by a majority of the directors then in office, no holder of the
capital stock of the Corporation or series of stock or of options, warrants or other rights to
purchase shares of any class or series of stock or of other securities of the Corporation shall
have any preemptive right to purchase or subscribe for any unissued capital stock of any class or
series, or any unissued bonds, certificates of indebtedness, debentures or other securities
convertible into or exchangeable for capital stock of any class or series or carrying any right to
purchase stock of any class or series.
B. Appraisal Rights. Holders of shares of stock shall not be entitled to exercise any rights
of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor
statute unless the Board of Directors, pursuant to a resolution approved by a majority of the
directors then in office, shall determine that such rights apply with respect to all or any classes
or series of stock, to one or more transactions occurring after the date of such determination in
connection with which holders of such shares would otherwise be entitled to exercise such rights.
ARTICLE 7. Directors
The following provisions are made a part of these Articles for the management of the business
and the conduct of the affairs of the Corporation, and for further definition, limitation and
regulation of the powers of the Corporation and of its directors and stockholders:
A. Management of the Corporation. The business and affairs of the Corporation shall be
managed under the direction of the Board of Directors. All powers of the Corporation may be
exercised by or under the authority of the Board of Directors, except as conferred on or as
reserved to the stockholders by law or by these Articles or the Bylaws of the Corporation;
provided, however, that any limitations on the Board of Directors management or direction of the
affairs of the Corporation shall reserve the directors full power to discharge their fiduciary
duties.
B. Number, Class and Terms of Directors; No Cumulative Voting. The number of directors
constituting the Board of Directors of the Corporation shall initially be seven (7), which number
may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided,
however, that such number shall never be less than the minimum number of directors required by the
MGCL now or hereafter in force. The directors, other than those who may be elected by the holders
of any series of Preferred Stock, shall be divided into three classes, as nearly equal in number as
reasonably possible, with the term of office of the first class (Class I) to expire at the
conclusion of the first annual meeting of stockholders, the term of office of the second class
(Class II) to expire at the conclusion of the annual meeting of stockholders one year thereafter
and the term of office of the third class (Class III) to expire at the conclusion of the annual
meeting of stockholders two years thereafter, with each director to
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hold office until his or her successor shall have been duly elected and qualified. At each
annual meeting of stockholders, directors elected to succeed those directors whose terms expire
shall be elected for a term of office to expire at the third succeeding annual meeting of
stockholders after their election or for such shorter period of time as the Board of Directors may
determine, with each director to hold office until his or her successor shall have been duly
elected and qualified.
The names of the individuals who will serve as directors of the Corporation until their
successors are elected and qualify are as follows:
Class I Directors:
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Term to Expire in Fiscal | |||
William T. Ferri
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2011 | |||
David C. Mathews
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2011 | |||
Class II Directors:
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Term to Expire in Fiscal | |||
H. G. Cofer
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2012 | |||
Thomas J. Rennie
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2012 | |||
Timothy K. Zimmerman
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2012 | |||
Class III Directors:
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Term to Expire in Fiscal | |||
Terence L. Graft
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2013 | |||
Dale A. Walker
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2013 |
Stockholders shall not be permitted to cumulate their votes in the election of directors.
C. Vacancies. Any vacancies in the Board of Directors may be filled in the manner provided in
the Bylaws of the Corporation.
D. Removal. Subject to the rights of the holders of any series of Preferred Stock then
outstanding, any director, or the entire Board of Directors, may be removed from office at any
time, but only for cause and only by the affirmative vote of the holders of at least 80% of the
voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors (after giving effect to the provisions of Article 5
hereof) voting together as a single class.
E. Stockholder Proposals and Nominations of Directors. Advance notice of stockholder
nominations for the election of directors and of business to be brought by stockholders before any
meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws
of the Corporation. Stockholder proposals to be presented in connection with a special meeting of
stockholders shall be presented by the Corporation only to the extent required by Section 2-502 of
the MGCL and the Bylaws of the Corporation.
ARTICLE 8. Bylaws. The Board of Directors is expressly empowered to adopt, amend or repeal
the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation
by the Board of Directors shall require the approval of a majority of the Whole Board of Directors.
The stockholders shall also have power to adopt, amend or repeal the
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Bylaws of the Corporation. In addition to any vote of the holders of any class or series of
stock of the Corporation required by law or by these Articles, the affirmative vote of the holders
of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of
the Corporation entitled to vote generally in the election of directors (after giving effect to the
provisions of Article 5 hereof), voting together as a single class, shall be required for the
adoption, amendment or repeal of any provision of the Bylaws of the Corporation by the
stockholders.
ARTICLE 9. Evaluation of Certain Offers. The Board of Directors, when evaluating (i) any
offer of another Person (as defined below) to (A) make a tender or exchange offer for any equity
security of the Corporation, (B) merge or consolidate the Corporation with another corporation or
entity, or (C) purchase or otherwise acquire all or substantially all of the properties and assets
of the Corporation or (ii) any other actual or proposed transaction that would or may involve a
change in control of the Corporation (whether by purchases of shares of stock or any other
securities of the Corporation in the open market or otherwise, tender offer, merger, consolidation,
share exchange, dissolution, liquidation, sale of all or substantially all of the assets of the
Corporation, proxy solicitation or otherwise), may, in connection with the exercise of its business
judgment in determining what is in the best interests of the Corporation and its stockholders and
in making any recommendation to the Corporations stockholders, give due consideration to all
relevant factors, including, but not limited to: (A) the economic effect, both immediate and
long-term, upon the Corporations stockholders, including stockholders, if any, who do not
participate in the transaction; (B) the social and economic effect on the present and future
employees, creditors and customers of, and others dealing with, the Corporation and its
subsidiaries and on the communities in which the Corporation and its subsidiaries operate or are
located; (C) whether the proposal is acceptable based on the historical, current or projected
future operating results or financial condition of the Corporation; (D) whether a more favorable
price could be obtained for the Corporations stock or other securities in the future; (E) the
reputation and business practices of the other entity to be involved in the transaction and its
management and affiliates as they would affect the employees of the Corporation and its
subsidiaries; (F) the future value of the stock or any other securities of the Corporation or the
other entity to be involved in the proposed transaction; (G) any antitrust or other legal and
regulatory issues that are raised by the proposal; (H) the business and historical, current or
expected future financial condition or operating results of the other entity to be involved in the
transaction, including, but not limited to, debt service and other existing financial obligations,
financial obligations to be incurred in connection with the proposed transaction, and other likely
financial obligations of the other entity to be involved in the proposed transaction; and (I) the
ability of the Corporation to fulfill its objectives as a financial institution holding company and
on the ability of its subsidiary financial institution(s) to fulfill the objectives of a federally
insured financial institution under applicable statutes and regulations. If the Board of Directors
determines that any proposed transaction of the type described in clause (i) or (ii) of the
immediately preceding sentence should be rejected, it may take any lawful action to defeat such
transaction, including, but not limited to, any or all of the following: advising stockholders not
to accept the proposal; instituting litigation against the party making the proposal; filing
complaints with governmental and regulatory authorities; acquiring the stock or any of the
securities of the Corporation; selling or otherwise issuing authorized but unissued stock or other
securities or granting options or rights with respect thereto; and obtaining a more favorable offer
from another individual or entity. This Article 9 does not create any implication concerning
factors that the
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Board of Directors is required to consider regarding any proposed transaction of the type
described in clause (i) or (ii) of the first sentence of this Article 9.
For purposes of this Article 9, a Person shall include an individual, a group acting in
concert, a corporation, a partnership, an association, a joint venture, a pool, a joint stock
company, a trust, an unincorporated organization or similar company, a syndicate or any other group
or entity formed for the purpose of acquiring, holding or disposing of securities.
ARTICLE 10. Indemnification, etc. of Directors and Officers
A. Indemnification. The Corporation shall indemnify (1) its current and former directors and
officers, whether serving the Corporation or at its request any other entity, to the fullest extent
required or permitted by the MGCL now or hereafter in force, including the advancement of expenses
under the procedures and to the fullest extent permitted by law, and (2) other employees and agents
to such extent as shall be authorized by the Board of Directors and permitted by law; provided,
however, that, except as provided in Section B of this Article 10 with respect to proceedings to
enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
B. Procedure. If a claim under Section A of this Article 10 is not paid in full by the
Corporation within sixty (60) days after a written claim has been received by the Corporation,
except in the case of a claim for an advancement of expenses, in which case the applicable period
shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense
of prosecuting or defending such suit. It shall be a defense to any action for advancement of
expenses that the Corporation has not received both (i) an undertaking as required by law to repay
such advances in the event it shall ultimately be determined that the standard of conduct has not
been met, and (ii) a written affirmation by the indemnitee of his good faith belief that the
standard of conduct necessary for indemnification by the Corporation has been met. In any suit
brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense
that the indemnitee has not met the applicable standard for indemnification set forth in the MGCL.
In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the Corporation shall be entitled to recover such expenses upon a final
adjudication that the indemnitee has not met the applicable standard for indemnification set forth
in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee
has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or its stockholders)
that the indemnitee has not met such applicable standard of conduct, shall create a presumption
that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such
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suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled
to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be
on the Corporation.
C. Non-Exclusivity. The rights to indemnification and to the advancement of expenses
conferred in this Article 10 shall not be exclusive of any other right that any Person may have or
hereafter acquire under any statute, these Articles, the Corporations Bylaws, any agreement, any
vote of stockholders or action by the Board of Directors, or otherwise.
D. Insurance. The Corporation may maintain insurance, at its expense, to insure itself and
any director, officer, employee or agent of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such Person against such expense, liability or loss
under the MGCL.
E. Miscellaneous. The Corporation shall not be liable for any payment under this Article 10
in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise
actually received payment under any insurance policy, agreement, or otherwise, of the amounts
otherwise indemnifiable hereunder. The rights to indemnification and to the advancement of expenses
conferred in Sections A and B of this Article 10 shall be contract rights and such rights shall
continue as to an indemnitee who has ceased to be a director or officer and shall inure to the
benefit of the indemnitees heirs, executors and administrators.
F. Limitations Imposed by Federal Law. Notwithstanding any other provision set forth in this
Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10
exceed the amount permissible under applicable federal law.
Any repeal or modification of this Article 10 shall not in any way diminish any rights to
indemnification or advancement of expenses of such director or officer or the obligations of the
Corporation arising hereunder with respect to events occurring, or claims made, while this Article
10 is in force.
ARTICLE 11. Limitation of Liability. An officer or director of the Corporation, as such,
shall not be liable to the Corporation or its stockholders for money damages, except (A) to the
extent that it is proved that the Person actually received an improper benefit or profit in money,
property or services, for the amount of the benefit or profit in money, property or services
actually received; or (B) to the extent that a judgment or other final adjudication adverse to the
Person is entered in a proceeding based on a finding in the proceeding that the Persons action, or
failure to act, was the result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the
MGCL is amended to further eliminate or limit the personal liability of officers and directors,
then the liability of officers and directors of the Corporation shall be eliminated or limited to
the fullest extent permitted by the MGCL, as so amended.
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Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation
shall not adversely affect any right or protection of a director or officer of the Corporation
existing at the time of such repeal or modification.
ARTICLE 12. Amendment of the Articles of Incorporation. The Corporation reserves the right
to amend or repeal any provision contained in these Articles in the manner prescribed by the MGCL,
including any amendment altering the terms or contract rights, as expressly set forth in these
Articles, of any of the Corporations outstanding stock by classification, reclassification or
otherwise, and no stockholder approval shall be required if the approval of stockholders is not
required for the proposed amendment or repeal by the MGCL, and all rights conferred upon
stockholders are granted subject to this reservation.
The Board of Directors, pursuant to a resolution approved by a majority of the Whole Board
(rounded up to the nearest whole number), and without action by the stockholders, may amend these
Articles to increase or decrease the aggregate number of shares of stock or the number of shares of
stock of any class or series that the Corporation has authority to issue.
No proposed amendment or repeal of any provision of these Articles shall be submitted to a
stockholder vote unless the Board of Directors shall have (1) approved the proposed amendment or
repeal, (2) determined that it is advisable, and (3) directed that it be submitted for
consideration at either an annual or special meeting of the stockholders pursuant to a resolution
approved by the Board of Directors. Any proposed amendment or repeal of any provision of these
Articles may be abandoned by the Board of Directors at any time before its effective time upon the
adoption of a resolution approved by a majority of the Whole Board (rounded up to the nearest whole
number).
The amendment or repeal of any provision of these Articles shall be approved by at least
two-thirds of all votes entitled to be cast by the holders of shares of capital stock of the
Corporation entitled to vote on the matter (after giving due effect to the provisions of Article 5
of these Articles), except that the proposed amendment or repeal of any provision of these Articles
need only be approved by the vote of a majority of all the votes entitled to be cast by the holders
of shares of capital stock of the Corporation entitled to vote on the matter (after giving due
effect to the provisions of Article 5 of these Articles) if the amendment or repeal of such
provision is approved by the Board of Directors pursuant to a resolution approved by at least
two-thirds of the Whole Board (rounded up to the nearest whole number).
Notwithstanding any other provision of these Articles or any provision of law that might
otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class
or series of the stock of the Corporation required by law or by these Articles, the affirmative
vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of
the capital stock of the Corporation entitled to vote generally in the election of directors (after
giving effect to the provisions of Article 5), voting together as a single class, shall be required
to amend or repeal this Article 12, Section C, D, E or F of Article 5, Article 7, Article 8,
Article 9, Article 10 or Article 11.
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ARTICLE 13. Name and Address of Incorporator. The name and mailing address of the sole
incorporator are as follows:
Marc P. Levy
5335 Wisconsin Ave., N.W. Suite 780
Washington, D.C. 20015
5335 Wisconsin Ave., N.W. Suite 780
Washington, D.C. 20015
I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the
laws of the State of Maryland, do make, file and record this Charter, do certify that the facts
herein stated are true, and, accordingly, have hereto set my hand this 10th day of June,
2010. In witness whereof, I have signed these articles and acknowledge same to be my act.
/s/ Marc P. Levy | ||||
Marc P. Levy, Incorporator | ||||
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