EX-3.1 6 v214348_ex3-1.htm
 
CERTIFICATE
 
State of Oregon
 
OFFICE OF THE SECRETARY OF STATE
Corporation Division
 
I, KATE BROWN, Secretary of State of Oregon, and Custodian of the Seal of said State, do hereby certify:
 
That the attached Document File for:
 
CASCADE BANCORP
 
is a true copy of the original documents
that have been filed with this office.
In Testimony Whereof, I have hereunto set
my hand and affixed hereto the Seal of the
State of Oregon.
 
KATE BROWN, Secretary of State
   
 
By
/s/ Tange L. Auterson
   
Tange L. Auterson
   
December 28, 2010
 
Come visit us on the internet at http://www.filinginoregon.com
FAX (503) 378-4381
1105
 
 
 
 

 
FILED
 
IN THE OFFICE OF THE SECRETARY
 
OF STATE OF THE STATE OF OREGON
   
 
MAR 7 1990
   
 
CORPORATION DIVISION
 
ARTICLES OF INCORPORATION
 
OF
 
CASCADE BANCORP
 
The undersigned, being over the age of 18 years and a citizen of the United States, being desirous of forming a Corporation for the purposes hereinafter specified and in conformity with the laws of the state of Oregon, does hereby make and execute the following written Articles of Incorporation in duplicate.
 
ARTICLE I
 
The name of this Corporation is:
 
CASCADE BANCORP
 
ARTICLE II
 
The purposes of this Corporation are to engage in the business of a bank holding company in all of its aspects and to engage in any lawful activities for which corporations may be organized under Oregon Statutes as from time to time constituted. This Corporation shall have those powers which are given to corporations under Oregon Statutes presently constituted and those powers which say hereafter and from time to time be given or permitted to corporations under Oregon law.
 
ARTICLE III
 
The duration of this Corporation is perpetual.
 
ARTICLE IV
 
The registered agent of this Corporation for service of process is James E.  Petersen, whose address is 835 N.W. Bond Street, Bend, Oregon 97701, which address is the registered office of this Corporation.
 
Page 1.
ARTICLES OF INCORPORATION
 
 
 
 
 
ARTICLE V
 
The address where the Division may mail notices is:
 
c/o James E. Petersen
835 N.W. Bond Street
Bend, Oregon 97701
 
ARTICLE VI
 
The name and address of the incorporator executing these Articles of Incorporation is as follows: James E. Petersen, whose address is 835 N.W. Bond Street, Bend, Oregon 97701.
 
ARTICLE VII
 
The total number of shares of stock which the Corporation shall have authority to issue shall be 1,000,000 shares of Common Stock without par value.
 
ARTICLE VIII
 
The first Board of Directors shall consist of seven members, each of whom shall hold office until his successor is duly elected. Their names and addresses are:

Alden K. Briggs
P.O. BOX 5879
 
Bend, Oregon 97701
   
L. A. Swarens
P.O. BOX 5879
 
Bend, Oregon 97701
   
Jacob M. Wolfe
P.O. BOX 5879
 
Bend, Oregon 97701
   
Roger J. Shields
P.O. BOX 5879
 
Bend, Oregon 97701
   
Gary L. Capps
P.O. BOX 5879
 
Bend, Oregon 97701
 
Page 2.
ARTICLES OF INCORPORATION
 
 
 
 
  
Gary L. Hoffman
P.O. BOX 5879
 
Bend, Oregon 97701
   
Janes E. Petersen
P.O. Box 5879
 
Bend, Oregon 97701
 
ARTICLE IX
 
Each share of the Common stock of this Corporation, after the consideration therefor as fixed by the Board of Directors has been fully paid in, shall be nonassessable and shall not be subject to assessment to pay the debts of the Corporation.
 
ARTICLE X
 
10.1       Definitions. For the purposes of this Article X only, the following terms shall have the meanings set forth below:
 
(a)          “Business Combination” shall mean any and all of the following:
 
(i)            Any merger, reorganization, consolidation or exchange of shares of the Corporation with or into another Person (as hereinafter defined);
 
(ii)           Any merger, reorganization, consolidation or exchange of shares of a Subsidiary (as hereinafter defined) of the Corporation with or into another Person;
 
(iii)          Any sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets of the Corporation having a book value in excess of 10 percent of the book value of the total consolidated assets of the Corporation at the end of its most recent fiscal year end determined in accordance with generally accepted accounting principles;
 
Page 3.
ARTICLES OF INCORPORATION
 
 
 
 
 
(iv)           Any sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets of a Subsidiary (as hereinafter defined) of the Corporation having a book value in excess of 10 percent of the book value of the total assets of the Subsidiary at the end of its most recent fiscal year end determined in accordance with generally accepted accounting principles;
 
(v)            Any plan or proposal for the partial or complete liquidation or dissolution, spin-off, split-off or split-up of the Corporation or of any Subsidiary of the Corporation; and
 
(vi)           Any reclassification of securities (including any reverse stock split) or recapitalization of the Corporation (other than a redemption in accordance with the terms of the security redeemed), or any reorganization, merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction, except a reorganization, merger or consolidation of the Corporation with any of its wholly owned Subsidiaries.
 
(b)          “Subsidiary” means any corporation in which at least a majority of any class of equity securities is owned, directly or indirectly, by the Corporation.
 
(c)          “Corporate Action” shall mean any and all of the following:
 
(i)            the amendment, alteration, change or repeal of this Article X of these Articles of Incorporation;
 
(ii)           a Business Combination.
 
Page 4.
ARTICLES OF INCORPORATION
 
 
 
 
 
(d)          “Person” shall mean any individual, association, partnership, corporation, group, firm or other entity other than the Corporation or wholly owned Subsidiary of the Corporation
 
(e)          “Continuing Directors” shall mean the directors set forth in Article VIII of these Articles of Incorporation and individuals designated (before such individual’s initial election as a director) as a Continuing Director by a majority of the then Continuing Directors.

10.2        Shareholder Vote. In addition to any affirmative vote required by law or under any other provision of these Articles of Incorporation or the Bylaws of the Corporation, and except as otherwise expressly provided in Section 10.3 hereof, no Corporate Action shall be authorized or effected unless there is cast the affirmative vote of at least 75 percent of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors.
 
10.3        Exception to 75% Requirement. The provisions of Sections 10.2 hereof shall not be applicable to any particular Corporate Action and such Corporate Action shall require only such affirmative vote as is required by law and any other provisions of these Articles of Incorporation, if two-thirds of all Continuing Directors of the Corporation vote in favor of and recommend approval of the Corporate Action to the shareholders.
 
Page 5.
ARTICLES OF INCORPORATION
 
 
 
 
 
ARTICLE XI
 
Oregon Control Share Statute
 
11.1        Statute. Sections 60.801-60.816 of the Oregon Business Corporation Act (the “Oregon Control Share Act”) provides for certain procedures to occur in a control-share acquisition. All terms used herein shall have the meanings ascribed to them in said Section.
 
11.2        Vote Required to Opt Out of Statute. In addition to any affirmative vote required by law or under any other provision of these Articles of Incorporation or the Bylaws of the Corporation, the Corporation may not opt out of the Oregon Control Share Act or otherwise elect said Act to be inapplicable to the Corporation unless there is cast the affirmative vote of 75 percent of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, excluding all interested shares or unless two thirds of all Continuing Directors (as defined in Article 10.1(e) of the Corporation vote in favor of amending the Bylaws of the Corporation to make the Oregon Control Share Act inapplicable to the Corporation.
 
11.3        Shareholder Resolution. The affirmative vote of 75 percent of all the votes entitled to be cast by each class or series entitled to vote separately on the voting rights accorded to the control shares and the affirmative vote of 75 percent of each class or series entitled to vote separately on the voting rights accorded to the control shares, excluding all interested shares, shall be required in determining the voting rights of the control shares as set forth by resolution of the shareholders.
 
Page 6.
ARTICLES OF INCORPORATION
 
 
 
 

11.4        Amendment. The amendment, alteration, change or repeal of this Article XI of the Articles of Incorporation shall require the affirmative vote of at least 75 percent of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, excluding all interested shares.
 
ARTICLE XII
 
No director of the corporation shall be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director, except that this provision shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date of adoption of this Article and that this provision shall not eliminate or limit the liability of a director for (a) any breach of the director’s duty of loyalty to the Corporation or its shareholders; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) any distribution to shareholders which is unlawful under Oregon law; or (d) any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article shall apply to or have an effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions prior to such amendment or repeal.
 
Page 7.
ARTICLES OF INCORPORATION
 
 
 
 
 
If Oregon law is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by Oregon law as so amended.
 
The effective date of incorporation of this Corporation shall be the date these Articles of Incorporation are filed with the Oregon Secretary of State.
 
For the purpose of organizing this Corporation under the laws of the state of Oregon, I sign these Articles of Incorporation in duplicate this 2nd day of March, 1990.

 
/s/ James E. Petersen
 
JAMES E. PETERSEN, Incorporator
 
835, N.W. Bond Street
 
Bend, Oregon 97701
 
Page 8.
ARTICLES OF INCORPORATION
 
 
 
 
 
 
FILED
 
IN THE OFFICE OF THE SECRETARY
 
OF STATE OF THE STATE OF OREGON
   
 
JUN 6 1990
   
 
CORPORATION DIVISION
 
Secretary of State
Corporate Division
158 12th Street NE
Salem, Oregon 97310-0210
 
Registry Number:   193154-90
 
ARTICLES OF AMENDMENT
By Incorporator
 
1.
Name of the corporation prior to amendment:   Cascade Bancorp.
 
2.
The corporation has not issued any shares of stock.
 
3.
Shareholder action was not required to adopt the amendment.  The amendment was adopted by the incorporator.
 
4.
State the article number and set forth the article as it is amended to read.
 
Paragraph 10.3 of Article X is amended and completely restated as follows:
 
“10.3 Exception to 75% Requirement. The provisions of Section 10.2 hereof shall not be applicable to any particular Corporate Action and such Corporate Action shall require only such affirmative vote as is required by law and any other provisions of these Articles of Incorporation, if a majority of all Continuing Directors of the Corporation vote in favor of and recommend approval of the Corporate Action to the shareholders.”
 
5.
The amendment was adopted on May 21, 1990.

Execution:     
/s/ James E. Petersen
 
JAMES E. PETERSEN, Incorporator

Person to contact about this filing:
James E. Petersen
 
(503) 382-3011
 
 
 
 
 
   
FILED
 
NOV - 8 1993
 
SECRETARY OF STATE
     
 
ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
CASCADE BANCORP
 
 
Pursuant to ORS 60.437, the undersigned corporation hereby submits for filing the following articles of amendment to its articles of incorporation:
 
1.           The name of the corporation is CASCADE BANCORP.
 
2.           Shareholder action is required to adopt the amendment. The shareholder vote was as follows:

Number of votes entitled to be cast
     228,506  
Number of votes in favor
     159,195  
Number of votes against
     - 0 -  
 
3.           The articles of incorporation are amended as follows:
 
“ARTICLE VII
 
   The total number of shares of stock which the corporation shall have authority to issue shall be 10,000,000 shares of Common Stock without par value.”
 
4.           The amendment was adopted on October 28, 1993.

 
CASCADE BANCORP
   
 
/s/ James E. Petersen
 
JAMES E. PETERSEN,
 
Assistant Secretary
 
Person to contact about this filing:
 
JAMES E. PETERSEN
KARNOPP, PETERSEN, NOTEBOOM,
HUBEL, HANSEN & ARNETT
1201 N.W. Wall Street
Suite 300
Bend, Oregon 97701
(503) 382-3011
 
Page 1.
ARTICLES OF AMENDMENT
 
 
 
 


 
 
 
 
ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
CASCADE BANCORP
 
Pursuant to ORS 60.437, the undersigned corporation hereby submits for filing the following articles of amendment to its articles of incorporation:
 
1.        The name of the corporation is CASCADE BANCORP.
 
2.        Shareholder action is required to adopt the amendment. The shareholder vote was as follows:

Number of votes entitled to be cast
     228,506  
Number of votes in favor
     159,195  
Number of votes against
     - 0 -  
 
3.        The articles of incorporation are amended as follows:
 
“ARTICLE VII
 
The total number of shares of stock which the corporation shall have authority to issue shall be 10,000,000 shares of Common Stock without par value.”
 
4.        The amendment was adopted on October 28, 1993.
 
CASCADE BANCORP
   
 
/s/ James E. Petersen
 
JAMES E. PETERSEN,
 
Assistant Secretary
 
Person to contact about this filing:
 
JAMES E. PETERSEN
KARNOPP, PETERSEN, NOTEBOOM,
HUBEL, HANSEN & ARNETT
1201 N.W. Wall Street
Suite 300
Bend, Oregon 97701
(503) 382-3011
 
Page 1.
ARTICLES OF AMENDMENT
 
 
 
 
 
 
 
 
 
 
Exhibit “1”
 
ARTICLES OF AMENDMENT
for
CASCADE BANCORP
 
1.            Sections 10.2 and 10.3 of Article X of Cascade Bancorp’s Articles of Incorporation are hereby amended and restated in their entirety as follows:
 
“10.2 Shareholder Vote. In addition to any affirmative vote required by law or under any other provision of these Articles of Incorporation or the Bylaws of the Corporation, and except as otherwise expressly provided in Section 10.3 hereof, no Corporate Action shall be authorized or effected unless there is cast the affirmative vote of at least two-thirds of the outstanding shares of capital stock of the Corporation held by shareholders who are not interested shareholders as defined in ORS 60.825 and who are otherwise entitled to vote generally in the election of directors. -
 
10.3 Exception to Two-Thirds Requirement. The provisions of Section 10.2 hereof shall not be applicable to any particular Corporate Action and such Corporate Action shall require only such affirmative vote as is required by law and any other provisions of these Articles of Incorporation, if a majority of all Continuing Directors of the Corporation vote in favor and recommend approval of the Corporate Action to the shareholders.”
 
2.            The following Section 10.4 is added to Article X of Cascade Bancorp’s Articles of Incorporation:
 
“10.4 Coordination with Statute. The provisions of this Article X shall be subordinate to the provisions of ORS 60.825 to ORS 60.845 as amended, such that said statutory provisions shall control over any conflicting provisions of this Article. Further, the invalidity or unenforceability of any particular provision or provisions of this Article shall not affect any other provisions hereof, and in such event this Article shall be construed in all respects as if such invalid or unenforceable provisions were amended to conform to such statutory provisions.”
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
FILED
 
APR 20 2006
 
OREGON
SECRETARY OF STATE
     
 
ARTICLES OF MERGER
 
OF
 
F & M HOLDING COMPANY AND CASCADE BANCORP
 
WITH
 
CASCADE BANCORP AS SURVIVING CORPORATION
 
 
Pursuant to the Oregon Business Corporation Act (the “Oregon Act”) and the Idaho Business Corporation Act (the “Idaho Act”), the undersigned, being respectively the [ILLEGIBLE] Corporation,” and the President and Secretary of F & M Holding Company, an Idaho corporation and the wholly-owned subsidiary of the Surviving Corporation, hereby adopt the following Articles of Merger for the purpose of merging F & M Holding Company with and into the Surviving Corporation (the “Merger”).

1.           The names of the corporations are Cascade Bancorp and F & M Holding Company.

2.           The name of the Surviving Corporation is Cascade Bancorp and it is to be governed by the laws of the State of Oregon.

3.           The Plan of Merger (the “Plan”) attached hereto as “Exhibit A” and by this reference incorporated herein and made a past hereof, was duly approved by the sole shareholder of F & M Holding Company, as required by the Idaho Act. As to F & M Holding Company, the classes of shares outstanding, the number of shares of each class outstanding, the designation of the number of shares of each class entitled to vote as a class, the shares of each class voting for and against the Plan are as follows:

Name of
  
Class of
  
Shares
    
Shares Entitled
    
Shares Voting
    
Shares Voting
  
Corporation
  
Shares
  
Outstanding
    
to Vote
    
For
    
Against
  
                             
F&M Holding Company
  
Common
     100       100       100       -0-  

4.           Approval of the Plan by the shareholders of the Surviving Corporation is not required.

5.           The Merger shall take effect on April 20, 2006, at 6:35 p.m. Mountain time.

6.           The person to contact regarding this filing is Anne Barragar, whose telephone number is (503) 241-2300.
 
 
1
 
  
IN WITNESS WHEREOF, these Articles of Merger have been signed as of this 20th day of April, 2006.

Cascade Bancorp:
  
F & M Holding Company:
     
/s/ Patricia L. Moss
  
/s/ Patricia L. Moss
Patricia L. Moss
  
Patricia L. Moss
President
  
President
     
/s/ Greg Newton
  
/s/ Greg Newton
Greg Newton, Secretary
  
Greg Newton, Secretary

 
2
 

Exhibit A

PLAN OF MERGER
 
MERGING
 
F & M HOLDING COMPANY
 
WITH AND INTO
 
CASCADE BANCORP

This Plan of Merger has been prepared in accordance with the Oregon Business Corporation Act (the “Oregon Act”) and the Idaho Business Corporation Act (the “Idaho Act”).

1.           Surviving Corporation.  Upon the terms and conditions hereinafter set forth, F & M Holding Company, and Idaho corporation (“F&M”) shall merge (the “Merger”) with and into Cascade Bancorp, an Oregon corporation (“Cascade”). Cascade shall be the corporation surviving the Merger and shall be governed by the Oregon Business Corporation Act. As of the Effective Time, as defined below, the separate existence of F&M shall cease.

2.           Rights and Obligations.  The Merger shall be effective on April 20, 2006 (the “Effective Date”) as of 6:35 p.m. Mountain Time (the “Effective Time”). The Merger shall have the effects set forth in the Idaho Act and the Oregon Act. Without limiting the foregoing, as of the Effective Time, Cascade shall possess and be subject to all the rights, privileges, powers, franchises, property (real, personal and mixed), restrictions, disabilities, duties and debts of F&M.

3.           Officers.  The officers of Cascade immediately prior to the Effective Time shall be the officers of Cascade as of and after the Effective Time, and each of them shall hold office until his or her successor is elected and qualified, or until his or her earlier resignation or removal.

4.           Directors.  The directors of Cascade immediately prior to the Effective Time shall be the directors of Cascade as of and after the Effective Time, and each of them shall hold office until his or her successor is elected and qualified, or until his or her earlier resignation or removal.

5.           Bylaws.  The Bylaws of Cascade that are in effect immediately prior to the Effective Time shall be the Bylaws of Cascade as of and after the Effective Time.

6.           Articles of Incorporation.  The Articles of Incorporation of Cascade that are in effect immediately prior to the Effective Time shall be the Articles of Incorporation of Cascade as of and after the Effective Time.
 
 
 
 
 
7.           Cancellation of Shares.  As of the Effective Time, all issued and outstanding shares of capital stock of F&M shall not be converted in any manner, but shall be surrendered and extinguished without consideration.  No further action of the sole shareholder of F&M is required to effect the cancellation.  Each share of issued and outstanding capital stock of Cascade before the Merger shall remain one outstanding share of capital stock of Cascade.

8.           Approval.  The Merger was approved by the Board of Directors of Cascade at a meeting duly held on April 17, 2006, at which a quorum was present, and by the Board of Directors of F&M by unanimous written consent effective April 20, 2006.  The Merger has been ratified and approved by Cascade as the sole shareholder of F&M in accordance with applicable law.

IN WITNESS WHEREOF, the parties hereto have caused this Plan of Merger to be executed and delivered as of April 20, 2006.

 
CASCADE BANCORP, an Oregon
corporation
   
 
By:
/s/ Patricia L. Moss
 
Patricia L. Moss, President
   
 
F & M HOLDING COMPANY, an Idaho
corporation
   
 
By:
/s/ Patricia L. Moss
 
Patricia L. Moss, President
 
 
2
 
 
 
 
 
 
 
Articles of Amendment
of
Cascade Bancorp
 
Article VII shall be amended and restated in its entirety as follows:
 
Article VII
 
(a)           The Corporation is authorized to issue shares of two classes: 5,000,000 shares of preferred stock and 45,000,000 shares of common stock.
 
(b)           Subject to the provisions governing preferred stock that may from time to time be issued, the holders of the common stock shall have voting rights and the right to receive the net assets of the corporation upon dissolution as provided in the Oregon Business Corporation Act (“Act”).
 
(c)           The Board of Directors is authorized, subject to the Act and the provisions of this Article VII, to provide for the issuance of shares of the preferred stock in series, to establish the number of shares to be included in each series, and to determine the designations, preferences, limitations and relative rights of each series; provided that, except as otherwise required by any capital purchase program authorized by the Emergency Economic Stabilization Act of 2008, the holders of shares of preferred stock will not be entitled (A) to more than one vote per share, when voting as a class with the holders of shares of Common Stock, or (B) to vote on any matter separately as a class or series, except where expressly required by the Act. The Board of Directors may increase or decrease the number of shares of any series of preferred stock subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status of authorized but unissued shares.
 
(d)           The authority of the Board of Directors with respect to each series includes, without limitation, determination of:
 
(i)           the number of shares in, and the distinguishing designation of, that series;
 
(ii)          whether shares of that series shall have full, special, conditional, limited, or no voting rights;
 
(iii)         whether shares of that series shall be redeemable or convertible (a) at the option of the corporation, the shareholder, or another person on the occurrence of a designated event, (b) for cash, indebtedness, securities, or other property, or (c) in a designated amount or in the amount determined in accordance with a designated formula or by reference to extrinsic data or events;
 
(iv)         whether, and the extent to which, shares of that series are entitled to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;
 
(v)          whether, and the extent to which, shares of that series have preferences over any other classes or series of shares with respect to distributions, including dividends and distributions upon the dissolution of the Corporation; and
 
(vi)         any other preferences, limitation, and rights that are permitted by law.

Article of Amendment – Filed w/Form 113
December 29, 2008
 
 
 
 
 
 
 
 
 
 
Exhibit A
to
Articles of Amendment
of
Cascade Bancorp
 
Subsection (a) of Article VII shall be amended and restated in its entirety as follows:
 
Article VII
 
(a) Effective as of 12:01 a.m. on November 22, 2010, each ten outstanding shares of the Corporation’s Common Stock will be exchanged and combined, automatically, without further action, into one share of Common Stock (the “Reverse Split”). Immediately after the Reverse Split, the Corporation is authorized to issue shares of two classes: 5,000,000 shares of Preferred Stock and 40,000,000 shares of Common Stock.
 
 
 
 
 
 
 
 
 
 
Articles of Amendment
of
Cascade Bancorp
 
Subsection (a) of Article VII shall be amended and restated in its entirety as follows:
 
Article VII
 
(a)  The Corporation is authorized to issue shares of two classes: 5,000,000 shares of Preferred Stock and 100,000,000 shares of Common Stock.