EX-3.1 3 ofg10k12312020ex31.htm EXHIBIT 3.1
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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.
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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
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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.