CERTIFICATE OF INCORPORATION
THE FIRST OF LONG ISLAND CORPORATION
UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW
I, the undersigned, being a person of the age of eighteen years or older,
for the purpose of forming a corporation pursuant to Section 402 of the Business
Corporation Law of New York, do hereby certify:
The name of the corporation is The First of Long Island Corporation.
The purposes for which this corporation is formed are as follows:
a. General business purposes including, but not limited to, holding the
stock of The First National Bank of Long Island, New York, and
managing the affairs of said Bank.
b. To engage in any lawful act or activity for which a corporation may be
organized under the New York Business Corporation Law.
c. To do everything necessary, proper, advisable or convenient for the
accomplishment of the purposes hereinabove set forth, and to do all
other things incidental thereto or connected therewith, which are not
forbidden by the laws under which this corporation is organized, by
other laws, or by this Certificate of Incorporation.
The office of the corporation is to be located within the Town of Oyster
Bay, County of Nassau, State of New York.
Section 1. The Secretary of State is designated as the agent of the
corporation upon whom process may be served. The post office address to which
the Secretary of State shall mail a copy of any process against the corporation
served upon him is: c/o The First National Bank of Long Island, 10 Glen Head
Road, Glen Head, New York 11545.
Section 2. The name and address of the registered agent which is to be the
agent of the corporation upon whom process against it may be served, are The
First National Bank of Long Island, a corporation organized under the laws of
the United States, located at 10 Glen Head Road, Glen Head, New York 11545.
The aggregate number of shares which this corporation shall have authority
to issue is 20,000,000 shares, par value $.10 each, which shall be known as
a. The holders of the common stock shall be entitled to receive dividends
when and as legally declared by the Board of Directors.
b. The common stock may be allotted as and when the Board of Directors
shall determine, and, under and pursuant to the laws of the State of
New York, the Board of Directors shall have the power to fix or alter,
from time to time, in respect to shares then unallotted, any or all of
the following: the dividend rate, the redemption price, the
liquidation price, the conversion rights and the sinking or purchase
fund rights of shares of any class, or of any series of any class, or
the number of shares constituting any series of any class. The Board
of Directors shall also have the power to fix the terms, provisions
and conditions of options to purchase or subscribe for shares of any
class or classes, including the price and conversion basis thereof,
and to authorize the issuance thereof. The Board of Directors shall
also have the power to issue shares of stock of the corporation for
cash, services, property, the securities or assets of other business
enterprises, as it may from time to time deem expedient.
c. At all elections of directors of the corporation, each stockholder
entitled generally to vote for the election of directors shall be
entitled to as many votes as shall equal the number of votes which
(except for this provision as to cumulative voting) he would be
entitled to cast for the election of directors with respect to his
shares of stock multiplied by the number of directors to be elected,
and he may cast all of such votes for a single director or may
distribute them among the number to be voted for, or for any two or
more of them as he may see fit.
d. No holder of stock of the corporation shall have any preferential,
preemptive or other rights of subscription to any shares of any class
of stock of the corporation allotted or sold or to be allotted or sold
now or hereafter authorized, or to any obligations convertible into
the stock of the corporation of any class, or any right of
subscription to any part thereof.
Board of Directors
Section 1. The management and conduct of the business of the corporation
shall be vested in a Board of Directors, which shall consist of such number of
directors, not less than the minimum permitted by law, as shall be
fixed in the Bylaws, or in the absence of such provision in the Bylaws, as shall
be determined by the shareholders at any annual or special meeting thereof.
Section 2. The Board of Directors shall be divided into two classes, Class
I, and Class II, which shall be as nearly equal in number as possible, and no
class shall include less than three directors. Each director shall serve for a
term ending on the date of the second annual meeting following the annual
meeting at which such director was elected; provided, however, that each initial
director in Class I shall hold office until the annual meeting of stockholders
in 1985; and each initial director in Class II shall hold office until the
annual meeting of stockholders in 1986.
Section 3. In the event of any increase or decrease in the authorized
number of directors (i) each director then serving as such shall nevertheless
continue as a director of the class of which he is a member until the expiration
of his current term, or his prior death, retirement, resignation or removal for
cause, (ii) the newly created or eliminated directorships resulting from such
increase or decrease shall be apportioned by the Board of Directors between the
two classes of directors so as to maintain such classes as nearly equal as
possible, and (iii) when the number of directors is increased by the board and
any newly created directorships are filled by the board, there shall be no
classification of the additional directors until the next annual meeting of
Section 4. Notwithstanding any of the foregoing provisions of this Article,
each director shall serve until his successor is elected and qualified or until
his death, retirement, resignation or removal for cause. Should a vacancy occur
or be created, whether arising through death, resignation or removal for cause
of a director or through an increase in the number of directors of any class,
such vacancy shall be filled by a majority vote of the remaining directors of
the class in which such vacancy occurs, or by the sole remaining director of
that class if only one such director remains, or by the majority vote of the
remaining directors of the other class if there is no remaining member of the
class in which the vacancy occurs. A director so elected to fill a vacancy shall
serve until the next meeting of stockholders at which the election of directors
is in the regular order of business, and until his successor has been duly
elected and qualified.
Section 5. Notwithstanding any other provisions of this Certificate of
Incorporation or the Bylaws of the corporation, any director or the entire Board
of Directors of the corporation may be removed at any time, but only for cause.
As used herein, "cause" shall mean either (i) a felony conviction no longer
subject to appeal; (ii) a final adjudication of negligent or improper conduct in
the performance of the director's duty to the corporation; or (iii) a final
order of removal from office no longer subject to review, duly issued by the
appropriate federal banking agency.
Section 6. No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the New York Business Corporation Law
as the same exists or may hereafter be amended. Any repeal or modification of
the foregoing provision by the stockholders of the corporation shall not
adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.
Section 7. The affirmative vote of the holders of 70% or more of the
outstanding shares of capital stock of the corporation entitled to vote
generally in the election of directors (considered for this purpose as one
class) shall be required to amend, alter, change or repeal this Article Sixth of
this Certificate of Incorporation.
Part A. For the purpose of this Article Seventh:
Section 1. Any shares of Voting Stock of this corporation which any Major
Stockholder has the right to vote or to acquire (i) pursuant to any agreement,
(ii) by reason of tenders of shares by stockholders of the corporation in
connection with or pursuant to a tender offer made by such Major Stockholder
(whether or not any tenders have been accepted, but excluding tenders which have
been rejected), or (iii) upon the exercise of conversion rights, warrants,
options or otherwise, shall be deemed "beneficially owned" by such Major
Section 2. The term "Business Combination" shall mean:
a. Any merger or consolidation (whether in a single transaction or a
series of related transactions, including a series of separate
transactions with a Major Stockholder, any Affiliate or Associate
thereof or any Person acting in concert therewith) of this corporation
or any Subsidiary with or into a Major Stockholder or of a Major
Stockholder into this corporation or a Subsidiary;
b. Any sale, lease, exchange, transfer, distribution to stockholders or
other disposition, including without limitation, a mortgage, pledge or
any other security device, to or with a Major Stockholder by the
corporation or any of its Subsidiaries (in a single transaction or a
series of related transactions) of all, substantially all or any
Substantial Part of the assets of this corporation or a Subsidiary
(including, without limitation, any securities of a Subsidiary);
c. The purchase, exchange, lease or other acquisition by the corporation
or any of its Subsidiaries (in a single transaction or a series of
related transactions) of all, substantially all or any Substantial
Part of the Assets or business of a Major Stockholder;
d. The issuance of any securities, or of any rights, warrants or options
to acquire any securities, of this corporation or a Subsidiary to a
Major Stockholder or the acquisition by this corporation or a
Subsidiary of any securities, or of any rights, warrants or options to
acquire any securities, of a Major Stockholder;
e. Any reclassification of Voting Stock, recapitalization or other
transaction (other than a redemption in accordance with the terms of
the security redeemed) which has the effect, directly or indirectly,
of increasing the proportionate amount of Voting Stock of the
corporation or any Subsidiary thereof which is beneficially owned by a
Major Stockholder, or any partial or complete liquidation, spin off,
split off or split up of the corporation or any Subsidiary thereof;
that this Section A(2) (e) shall not relate to any transaction of the
types specified herein that has been approved by a majority of the
Continuing Directors; and
f. Any agreement, contract or other arrangement providing for any of the
transactions described herein.
Section 3. The term "Continuing Director" shall mean (i) a person who was a
member of the Board of Directors of this corporation immediately prior to the
time that any then existing Major Stockholder became a Major Stockholder or (ii)
a person designated (before initially becoming a director) as a Continuing
Director by a majority of the then Continuing Directors. All references to a
vote of the Continuing Directors shall mean a vote of the total number of
Continuing Directors of the corporation.
Section 4. The term "Major Stockholder" shall mean any person which,
together with its Affiliates and Associates and any Person acting in concert
therewith, is the beneficial owner of 10% or more of the votes held by the
holders of the outstanding shares of the Voting Stock of this corporation, and
any Affiliate or Associate of a Major Stockholder, including a Person acting in
concert therewith. The term "Major Stockholder" shall not include a Subsidiary
of this corporation.
Section 5. The term "Affiliate" shall mean, with respect to a specified
Person, a Person who directly or indirectly controls, or is controlled by, or is
under common control with, the Person specified.
Section 6. The term "Associate" means, with respect to a specified Person,
(1) any organization, other than this corporation and its subsidiaries, of which
such Person is an officer, partner, or beneficial owner of 10 per cent or more
of any class of equity securities, (2) any trust or estate in which such Person
has a substantial beneficial interest or as to which serves in a fiduciary
capacity, and (3) any relative or spouse of such Person, or relative of such
spouse, who has the same home as such Person or who is a director or officer of
this corporation or any of its subsidiaries.
Section 7. The term "other consideration to be received" shall include,
without limitation, Voting Stock of this corporation retained by its existing
stockholders in the event of a Business Combination which is a merger or
consolidation in which this corporation is the surviving corporation.
Section 8. The term "Person" shall mean any individual, corporation,
partnership or other person, group or entity (other than the corporation, any
Subsidiary of the corporation or a trustee holding stock for the benefit of
employees of the corporation or its Subsidiaries, or any one of them, pursuant
to one or more employee benefit plans or arrangements). When two or more Persons
act as a partnership, limited partnership, syndicate, association or other group
for the purpose of acquiring, holding or disposing of shares of stock, such
partnerships, syndicate, association or group will be deemed a "Person".
Section 9. The term "Subsidiary" shall mean any business entity 50% or more
of which is beneficially owned by the corporation.
Section 10. The term "Substantial Part," as used in reference to the assets
of the corporation, of any Subsidiary or of any Major Stockholder means assets
having a value of more than 5% of the total consolidated assets of the
corporation and its Subsidiaries as of the end of the corporation's most recent
fiscal year ending prior to the time the determination is made.
Section 11. The term "Voting Stock" shall mean stock or other securities
entitled to vote upon any action to be taken in connection with any Business
Combination or entitled to vote generally in the election of directors,
including stock or other securities convertible into Voting Stock.
Part B. Notwithstanding any other provisions of this Certificate of
Incorporation and except as set forth in Part C of this Article Seventh, neither
the corporation nor any Subsidiary shall be party to a Business Combination
Section 1. The Business Combination was approved by the Board of Directors
of the corporation prior to the Major Stockholder involved in the Business
Combination becoming a Major Stockholder and by at least 70% of the outstanding
Voting Stock of the corporation; or
Section 2. The Major Stockholder involved in the Business Combination
sought and obtained the unanimous prior approval of the Board of Directors to
become a Major Stockholder and the Business Combination was approved by a
majority of the Continuing Directors and by at least 70% of the outstanding
Voting Stock of the corporation; or
Section 3. The Business Combination was approved by at least 70% of the
Continuing Directors of the corporation and by at least 70% of the outstanding
Voting Stock of the corporation; or
Section 4. The Business Combination was approved by at least 70% of the
outstanding Voting Stock of the corporation and by at least 70% of the
outstanding Voting Stock beneficially owned by stockholders other than any Major
Part C. During the time a Major Stockholder exists, a resolution to
voluntarily dissolve the corporation shall be adopted only upon: (1) the vote by
at least 70% of the Continuing Directors of the corporation; or (2) the vote by
at least 70% of the outstanding Voting Stock of the corporation and by at least
70% of the outstanding Voting Stock beneficially owned by stockholders other
than any Major Stockholder.
Part D. As to any particular transaction, the Continuing Directors shall
have the power and duty to determine, on the basis of information known to them:
Section 1. The amount of Voting Stock beneficially held by any Person;
Section 2. Whether a Person is an Affiliate or Associate of another;
Section 3. Whether a Person is acting in concert with another;
Section 4. Whether the assets subject to any Business Combination
constitute a "Substantial Part" as herein defined;
Section 5. Whether a proposed transaction is subject to the provisions of
this Article Seventh; and
Section 6. Such other matters with respect to which a determination is
required under this Article Seventh. Any such determination shall be conclusive
and binding for all purposes of this Article Seventh.
Part E. The affirmative vote required by this Article Seventh is in
addition to the vote of the holders of any class or series of stock of the
corporation otherwise required by law, this Certificate of Incorporation, any
resolution which has been adopted by the Board of Directors providing for the
issuance of a class or series of stock or any agreement between the corporation
and any national securities exchange.
Part F. Any amendment, change or repeal of this Article Seventh or any
other amendment of this Certificate of Incorporation which would have the effect
of modifying or permitting circumvention of the provisions of this Article
Seventh shall require approval by at least 70% of the outstanding Voting Stock
of the corporation and at least 70% of the outstanding Voting Stock beneficially
owned by stockholders other than any Major Stockholder.
Section 1. A quorum for any meeting of shareholders to transact business of
this corporation except as otherwise specifically provided herein or by law
shall be the presence in person or by proxy of the holder of a majority of the
shares of common stock of the corporation and of record on the record date set
for the meeting.
Section 2. A special meeting of the shareholders may be held at any time
and for any purpose and may only be called by the President or the Board of
Directors of the corporation.
Subject to the special provisions set forth in the foregoing Articles of
this Certificate of Incorporation, the provisions contained herein may be
amended solely upon the approval of the Board of Directors and by the
affirmative vote of the holders of seventy percent (70%) of the stock entitled
to vote thereon; provided, however, that any of the following changes may be
authorized by or pursuant to authorization by the Board of Directors:
a. To specify or change the location of the corporation's office.
b. To specify or change the post office address to which the Secretary of
State shall mail a copy of any process against the corporation served
c. To make, revoke or change the designation of a registered agent.
d. To make further changes for which the Board of Directors is authorized
pursuant to the laws of the State of New York.
IN WITNESS WHEREOF, the undersigned has set his hand this 6th day of
/s/ J. William Johnson
J. William Johnson
c/o The First National Bank of Long Island
10 Glen Head Road
Glen Head, New York 11545
[As Filed: 03-29-1999]