STATE OF MAINE

ARTICLES OF INCORPORATION

OF

CAMDEN NATIONAL CORPORATION

 

          Pursuant to 13A MRSA (S)403, the undersigned, acting as incorporator(s) of a corporation, adopt(s) the following Articles of Incorporation:

 

FIRST:  The name of the corporation is Camden National Corporation and it is located in Maine, at 2 Elm Street, Camden, Maine 04843.

 

SECOND: The name of its Clerk, who must be a Maine resident, and the address its registered office shall be:  Robert Worthing, 2 Elm Street, Camden, Maine 04843.

 

THIRD:  ("X" one box only)

 

 

x

a. The number of directors constituting the initial board of directors of the corporation is 13 (See (S)703, 1.A.)

 

b. If the initial directors have been selected, the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and shall qualify are:

 

Name

Address

 

 

David H. Montgomery

c/o Allen Agency

 

Main Street, Camden, ME 04843

 

 

Kenneth C. Dickey

c/o Haskell & Corthell

 

10 Main Street, Camden, ME 04843

 

 

William S. Brawn

c/o French & Brawn

 

1 Elm Street, Camden, ME 04843

 

 

C.R. deRochemont

106 Pleasant Street

 

 Rockland, ME 04841

 

 

E. Maynard Graffam, Jr.

c/o Penobscot Bay Ice Co., Inc.

 

Rockport, ME 04856

 

 

Frederick G. Hanley

Camden National Bank

 

2 Elm Street, Camden, ME 04843

 

 

Gilbert Harmon, Esq.

Harmon, Jones & Sanford

 

20 Mechanic Street, Camden, ME 04843

 

 

Robert Heald

Union Wood Products

 

Union, ME 04862

 

 

Lawrence N. Hopkins

66 Washington Street

 

Camden, ME 04843

 

 

John S. McCormick, Jr.

Box 162

 

Camden, ME 04843

 

 

Keith C. Patten

Camden National Bank

 

2 Elm Street, Camden, ME 04843

 

 

Richard N. Simoneau

8 North Main Street

 

Rockland, ME 04841

 

 

Arthur E. Strout, Esq.

10 Masonic Street

 

Rockland, ME 04841

 

¨ There shall be no directors initially; the shares of the corporation will not be sold to more than twenty (20) persons; the business of the corporation will be managed by the shareholders (See (S)703, 1.B.)

 

FOURTH:  ("X" one box only)

 

The board of directors is x is not ¨ authorized to increase or decrease the number of directors. If the board is so authorized, the minimum number, if any shall be seven (7) directors, (See (S)703, 1.A.) and the maximum number, if any shall be sixteen (16) directors.

 

FIFTH:  ("X" one box only)

 

x There shall be only one class of shares, viz, common.

 

                 Par value of each share (if none, so state): none.

                 Number of shares authorized: 150,000.

 

¨ There shall be two or more classes of shares.

 

     The information required by (S) 403 concerning each such class is set out in n/a.

Exhibit attached hereto and made a part hereof.

 

SUMMARY

 

          The aggregate par value of all authorized shares (of all classes) having a par value is none.

 

          The total number of authorized shares (of all classes) without par value is 150,000 shares.

 

SIXTH:   ("X" one box only)

 

          Meeting of the shareholders may x may not ¨ be held outside the State of Maine.

 

SEVENTH:  ("X" if applicable) There are no preemptive rights. x

 

EIGHTH:  Other provisions of these articles, if any, including provisions for the regulation of the internal affairs of the corporation, are set out in Exhibit n/a attached hereto and made a part hereof.

 


 

DATED: March 20, 1984

 

INCORPORATORS

RESIDENCE ADDRESSES

 

 

 

Box 189

/s/ Rendle A. Jones

Camden, Maine 04843

 


Articles are to be executed as follows:

 

     If a corporation is an incorporator ((S)402), the name of the corporation should be typed and signed on its behalf by an officer of the corporation. The address of the principal place of business of the incorporator corporation should be given.  The articles of incorporation must be accompanied by a certificate of an appropriate officer of the corporation certifying that the person executing the articles on behalf of the corporation was duly authorized to do so.

 

 

1


 

 

STATE OF MAINE

 

ARTICLES OF AMENDMENT

 

(Amendment by Incorporator)

 

Pursuant to 13-A MRSA (S)803, the under-signed corporation adopts these Articles of Amendment.

 

FIRST:  The organizational meeting of the Board of Directors required by (S)407 has not yet occurred.

 

SECOND:  The amendments set out in Exhibit A attached were adopted by the sole Incorporator, by unanimous written consent on July 18, 1984.

 

THIRD:  The number of shares that the Corporation has authority to issue hereafter is as follows:

 

Class

 

Series (if any)

 

No. of shares

 

Par value (if any)

 

 

 

 

 

 

 

common

 

none

 

 

600,000

 

none

 

          The aggregate par value of all such shares (of all classes and series) having par value is none.

 

          The total number of all such shares (of all classes and series) without par value is 600,000 shares.

 

FOURTH:  The address of the registered office in Maine 2 Elm Street, Camden, Maine 04843.

 

                                        CAMDEN NATIONAL CORPORATION

 

                                        By:  /s/ Robert E. Worthing, Clerk

 

Dated:  August 30, 1984

 

EXHIBIT A

 

1.  The number of authorized shares of common stock with no par value shall be increased from 150,000 shares to 600,000 shares.

 

2.  The Directors of the Corporation shall be divided into three classes and one-third of the Directors, or as near as one-third as possible, shall be assigned to each class.  The initial Board of Directors shall consist of thirteen persons and Class A and Class B shall each consist of four Directors while Class C shall consist of five Directors.  At the first annual meeting of Shareholders, Directors of all three classes shall be elected with the term of office of the Class A Directors expiring at the first annual meeting of Shareholders after their election that of the Class B Directors expiring at the second annual meeting after their election and that of the Class C Directors expiring at the third annual meeting after their election.  Thereafter, as the term of office of the Class of Directors expires, the Directors of that Class shall be elected for a three-year term.

 

3.  When any vacancy occurs in the Board of Directors, including those created by an increase in the number of Directors, the remaining members of the Board may appoint a Director to fill such vacancy at any regular or special meeting of the Board.

 

4.  Cumulative voting shall not be employed in voting for Directors or for any other purpose.

 

5.  Bylaws may be amended, altered, or appealed at any regular meeting of the Board of Directors or Shareholders by a two-thirds vote of the Shareholders after notice of such intended action as required by law.

 

6.  The Board of Directors, when evaluating any offer of another party to (a) make a tender or exchange offer for the equity securities of the corporation or any subsidiary, (b) merge or consolidate the corporation or any subsidiary with another corporation, or (c) purchase or otherwise acquire all or substantially all of the properties and assets of the corporation, or any subsidiary, shall, in connection with the exercise of its judgement in determining what is in the best interests of the corporation and its stockholders, give due consideration to all relevant factors, including by way of illustration, but not of limitation, any of the following:

 

     6.1 Whether the offer is acceptable based on historical operating results, the financial condition of the corporation and its subsidiaries, and its future prospects;

 

     6.2 Whether a more favorable offer could be obtained for the securities or assets of the corporation or its subsidiary in the foreseeable future;

 

     6.3 The social, economic or other material impact which an acquisition of the equity securities of the corporation or substantially all of its assets would have upon the employees and customers of the corporation and its subsidiaries and the communities which they serve;

 

     6.4 The reputation and business practices of the offeror and its management and affiliates as they would affect the employees and customers of the corporation and its subsidiaries and the future value of the corporation stock;

 

     6.5 The value of the securities, if any, which the offeror is offering in exchanges for the corporation's or its subsidiaries' securities or assets based on an analysis of the worth of the corporation or of its subsidiaries as compared to the offeror corporation or other entity whose securities are being offered; and

 

     6.6 Any anti-trust or other legal or regulatory issues that are raised by the offer.

 

     7.  If the Board of Directors determines that an offer of the type identified in paragraph 6 should be rejected, it may take any lawful action to accomplish its purpose including, but not limited to any of the following:

 

     7.1 Advising shareholders not to accept the offer.

 

     7.2 Litigation against the offeror.

 

     7.3 Filing complaints with any governmental and regulatory authorities.

 

     7.4 Acquiring the corporation's securities.

 

     7.5 Selling or otherwise issuing authorized but unissued securities of treasury stock or granting options with respect thereto.

 

     7.6 Acquiring a company to create an anti-trust or other regulatory problem for the offeror.

 

     7.7 Obtaining a more favorable offer from anther individual or entity.

 

     8.  The provisions of paragraph 6 and 7 and this paragraph 8 may be amended only by the affirmative vote of two-thirds of the outstanding shares of common stock of the corporation and by the affirmative vote of two-thirds of the outstanding shares of preferred stock of the corporation, if any.

 

 

2


 

 

STATE OF MAINE

 

NOTIFICATION BY CLERK OF

CHANGE IN NAME OR

REGISTERED OFFICE

 

Pursuant to 13-A MRSA (S)304(6), the under-signed clerk gives notice of change of clerk's name and/or registered office of each corporation listed in item FIFTH:

 

FIRST:  Name of clerk appearing on the record in Secretary of State's office

        Robert Worthing.

 

SECOND: New name of clerk, if name has changed Robert E. Worthing.

 

THIRD:  Address of former registered officer 2 Elm Street, Camden, ME 04843.

 

FOURTH: Address of new registered office 2 Elm Street, P.O. Box 310, Camden, ME 04843.

 

FIFTH:  Notice of the above has been sent to the following corporations, whose clerk's name and/or office has been changed, by the undersigned as clerk of each Camden National Corporation.

 

Dated:  April 24, 1987

                                                /s/ Robert E. Worthing, Clerk

 

 

3


 

 

STATE OF MAINE

 

STATEMENT OF INTENTION

TO DO BUSINESS UNDER

AN ASSUMED NAME

 

Pursuant to 13-A MRSA (S)307, the undersigned, a corporation (incorporated under the laws of the State of Maine), gives notice of its intention to do business in this State under an assumed name.

 

     FIRST:  The name of the corporation is Camden National Corporation.

 

 

SECOND:  The address of the registered office of the corporation in the State of Maine is PO Box 310, 2 Elm Street, Camden, Maine 04843.

 

 

THIRD:  The corporation intends to transact business under the assumed name of Camden Appraisal Company.

 

                      COMPLETE THE FOLLOWING IF APPLICABLE

 

 

FOURTH: If such assumed name is to be used at few than all of the corporation's places of business in this State, the location(s) where it will be used is (are):

 

Date:  July 9, 1992

 

                                          By:  /s/ Robert E. Worthing, Clerk

 

 

4


 

 

STATE OF MAINE

 

ARTICLES OF AMENDMENT

(Amendment by Shareholders

Voting as One Class)

 

Pursuant to 13-A MRSA (S)(S)805 and 807, the undersigned corporation adopts these Articles of Amendment

 

FIRST:  All outstanding shares were entitled to vote on the following amendment as ONE class.

 

SECOND:   The amendment set out in Exhibit A attached was adopted by the shareholders at a meeting legally called and held on July 27, 1993.

 

THIRD:    Shares outstanding and entitled to vote and shares voted for and against said amendment were:

 

Number of Shares Outstanding

 

NUMBER

 

 

NUMBER

 

and Entitled to Vote

 

Voted For

 

 

Voted Against

 

 

 

 

 

 

 

 

72,574

 

 

59,510

 

 

 

30

 

 

FOURTH:   If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself.

 

FIFTH:    (Complete if Exhibits do not give this information.)  If the amendment changes the number or par values of authorized shares, the number of shares the corporation has authority to issue thereafter is as follows:

 

Class

 

Series (If Any)

 

 

Number of Shares

 

Par Value (if any)

 

 

 

 

 

 

 

 

Common

 

 

n/a

 

 

 

2,500,000

 

no par value

 

The aggregate par value of all such shares (of all classes and series) having par value is $ -0-.


The total number of all such shares (of all classes and series) without par value is 2,500,000 shares.

 

SIXTH:    Address of the registered office in Maine 2 Elm Street, P.O. Box 310, Camden, Maine, 04843.

 

MUST BE COMPLETED FOR VOTE OF

CAMDEN NATIONAL CORPORATION

SHAREHOLDERS

 

 

I certify that I have custody of the minutes

By: /s/ Robert E. Worthing, Clerk

showing the above action by the shareholders.

 

 

/s/ Robert E. Worthing, Clerk

Dated:  September 27, 1993

 

 

5


 

 

STATE OF MAINE

 

ARTICLES OF AMENDMENT

(Amendment by Shareholders Voting as One Class)

 

Pursuant to 13-A MRSA (S)(S) 805 and 807, the undersigned Corporation adopts these Articles of Amendment:

 

FIRST:  All outstanding shares were entitled to vote on the following amendment as one class.

 

SECOND:  The amendment set out in Exhibit A attached was adopted by the shareholders at a meeting legally called and held on, May 7, 1996.

 

THIRD:  Shares outstanding and entitled to vote and shares voted for and against said amendment were:

 

Number of Shares Outstanding

 

Number

 

 

Number

 

And Entitled to Vote

 

Voted For

 

 

Voted Against

 

 

 

 

 

 

 

 

2,340,924

 

 

1,578,344

 

 

 

158,477

 

 

FOURTH:  If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself.

 

FIFTH:  (Complete if Exhibits do not give this information.) If the amendment changes the number or par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows:

 

Class

 

Series (if any)

 

 

Number of Shares

 

Par Value (if any)

 

 

 

 

 

 

 

 

Common

 

 

n/a

 

 

 

5,000,000

 

no par value

 

        The aggregate par value of all such shares (of all classes and series) having par value is $0.

 

        The total number of all such shares (of all classes and series) without par value is 5,000,000 shares.

 

SIXTH:  Address of the registered office in Maine 2 Elm Street, P.O. Box 310, Camden, Maine 04843.

 

MUST BE COMPLETED FOR VOTE OF

CAMDEN NATIONAL CORPORATION

SHAREHOLDERS

 

 

I certify that I have custody of the minutes

 By:  /s/ Robert E. Worthing, Clerk

showing the above action by the shareholders.

 

 

/s/ Robert E. Worthing

Dated: May 17, 1996

 

 

6


 

 

DOMESTIC

BUSINESS CORPORATION

STATE OF MAINE

 

CHANGE OF CLERK ONLY or CHANGE OF CLERK AND REGISTERED OFFICE

 

CAMDEN NATIONAL CORPORATION

 

Pursuant to 13-A MRSA (S)304, the undersigned corporation executes and delivers for filing the following change(s):

 

FIRST:  The name and registered office of the clerk appearing on the record in the Secretary of State's office Robert E. Worthing, 2 Elm Street, P.O. Box 310, Camden, ME 04843.

 

SECOND: The name and registered office of the successor (new) clerk, who must be a Maine resident:

 

                           Susan M. Westfall

                           2 Elm Street, Camden, ME 04843 (physical address)

                           P.O. Box 310, Camden, ME 04843 (mailing address)

 

THIRD:  Upon a change in clerk this must be completed:

 

                           x Such change was authorized by the board of directors and the power to make such change is not reserved to the shareholders by the articles or the bylaws.

 

                           ¨ Such change was authorized by the shareholders.

 

DATED:  November 24, 1998

By:  /s/ Susan M. Westfall, Clerk

 

          MUST BE COMPLETED FOR VOTE

                OF SHAREHOLDERS

 

I certify that I have custody of the minutes showing the above action by the shareholders.

 


(signature of clerk, secretary or asst. secretary)

 

THE FOLLOWING SHALL BE COMPLETED BY THE CLERK UNLESS THIS DOCUMENT IS ACCOMPANIED BY FORM MBCA-18A ((S)304.2-a.)

 

The undersigned hereby accepts the appointment as clerk for the above named domestic business corporation.

 

Clerk

Dated:  November 24, 1998

/s/ Susan M. Westfall

 

 

 

7


 

 

DOMESTIC

BUSINESS CORPORATION

 

STATE OF MAINE

 

ARTICLES OF AMENDMENT

 

(Shareholders Voting as One Class)

 

CAMDEN NATIONAL CORPORATION

 

Pursuant to 13-A MRSA (S)(S)805 and 807, the undersigned corporation adopts these Articles of Amendment:

 

FIRST: All outstanding shares were entitled to vote on the following amendment as one class.

 

SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders on  November 9, 1998

 

        x at a meeting legally called and held    OR    ¨ by unanimous written consent

 

THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were:

 

Number of Shares Outstanding

 

Number

 

 

Number

 

And Entitled to Vote

 

Voted For

 

 

Voted Against

 

 

 

 

 

 

 

 

2,248,060

 

 

1,932,002

 

 

 

8,093

 

 

FOURTH:  If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself.

 

FIFTH:  If the amendment changes the number or par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows:

 

Class

 

Series (If Any)

 

 

Number of Shares

 

Par Value (If Any)

 

 

 

 

 

 

 

 

Common

 

 

n/a

 

 

 

10,000,000

 

No par value

 

The aggregate par value of all such shares (of all classes and series) having par value is $ 0.

 

The total number of all such shares (of all classes and series) without par value is 10,000,000 shares.

 

SIXTH:  The address of the registered office of the corporation in the State of Maine is 2 Elm Street, P.O. Box 310, Camden, Maine 04843.

 

DATED:    November 24, 1998

By:  /s/ Susan M. Westfall

 

        MUST BE COMPLETED FOR VOTE

              OF SHAREHOLDERS

 

I certify that I have custody of the minutes showing the above action by the shareholders.

 

/s/ Susan M. Westfall

 

     I, Susan M. Westfall, Clerk of CAMDEN NATIONAL CORPORATION, (the "Company"), a corporation organized and existing under the laws of the State of Maine, do hereby certify that on November 9, 1998, the following amendment to the Articles of Incorporation was approved by the shareholders of the Company.

 

     Exhibit A - 1. The number of authorized shares of common stock with no par value shall be increased from 5,000,000 to 10,000,000.

 

  /s/ Susan M. Westfall, Clerk

November 24, 1998

 

 

8


 

 

DOMESTIC

BUSINESS CORPORATION

 

 

STATE OF MAINE

 

ARTICLES OF AMENDMENT

 

(Shareholders Voting as One Class)

 

 

 

CAMDEN NATIONAL CORPORATION

 

 

Pursuant to 13-A MRSA §§805 and 807, the undersigned corporation adopts these Articles of Amendment:

 

FIRST:

All outstanding shares were entitled to vote on the following amendment as one class.

 

SECOND:

The amendment set out in Exhibit A attached was adopted by the shareholders on April 29, 2003

 

x at a meeting legally called and held         OR       ¨        by unanimous written consent

 

THIRD: 

Shares outstanding and entitled to vote and shares voted for and against said amendment were:

 

Number of Shares Outstanding

 

Number

 

 

Number

 

And Entitled to Vote

 

Voted For

 

 

Voted Against

 

8,013,244

 

 

5,547,715

 

 

 

472,122

 

 

FOURTH:

If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself.

 

FIFTH:

If the amendment changes the number or par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows:

 

Class

 

Series (If Any)

 

 

Number of Shares

 

Par Value (If Any)

Common

 

 

n/a

 

 

 

20,000,000

 

No par value

 

 

The aggregate par value of all such shares (of all classes and series) having par value is $ 0.

 

The total number of all such shares (of all classes and series) without par value is 20,000,000 shares.

 

SIXTH:

The address of the registered office of the corporation in the State of Maine is 2 Elm Street, P.O. Box 310, Camden, Maine 04843.

 

DATED:

May 7, 2003

By:

 

 

 

 

 

Susan M. Westfall, Clerk

 

 

MUST BE COMPLETED FOR VOTE

OF SHAREHOLDERS

 

I certify that I have custody of the minutes showing the above action by the shareholders.

 

 

 

  

 

Susan M. Westfall, Clerk

 

 

I, Susan M. Westfall, Clerk of CAMDEN NATIONAL CORPORATION, (the “Company”), a corporation organized and existing under the laws of the State of Maine, do hereby certify that on April 29, 2003, the following amendment to the Articles of Incorporation was approved by the shareholders of the Company.

 

Exhibit A – 1.  The number of authorized shares of common stock

With no par value shall be increased from 10,000,000 to 20,000,000.

 

 

9


 

 

Articles of Amendment of

Articles of Incorporation of

Camden National Corporation

 

Camden National Corporation, a corporation organized and existing under the laws of the State of Maine (the "Corporation"), hereby certifies that its Articles of Incorporation are hereby amended as follows:

 

1. Article Eighth of the Articles of Incorporation shall be replaced in its entirety by the following:

 

EIGHTH:  Other provisions of these articles, if any, including provisions for the regulation of the internal affairs of the corporation, are set out in Exhibit A attached hereto and made a part hereof.

 

2. Exhibit A of Articles of Incorporation shall read as follows:

 

In an uncontested election of directors of the corporation, the directors shall be elected by a majority vote of the stockholders of the corporation in the manner provided for in the By-laws of the corporation.

 

3. The total number of outstanding shares of common stock is 6,621,076. The total number of votes entitled to be cast on the amendment by the holders of common stock as of the record date for the meeting is 6,623,976. The total number of votes of the holders of common stock represented in person or by proxy at the meeting is x,xxx,xxx. The following is the result of the casting of votes on the proposal to approve the amendment to the Articles of Incorporation:

 

For

Against

Abstain

x,xxx,xxx

xxx,xxx

xxx,xxx

 

The total number of votes cast FOR the amendment by the holders of common stock was sufficient for approval.

 

The Corporation has caused these Articles of Incorporation to be signed by Susan M. Westfall, its Senior Vice President, Corporate Controller and Clerk, this 1st day of May 2007.

 

By: /s/ Susan M. Westfall

Name: Susan M. Westfall

Title: SVP Corporate Controller & Clerk

 

[As filed: 03-03-2011]