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BankUnited, Inc. – ‘10-K’ for 12/31/17 – ‘EX-3.1’

On:  Wednesday, 2/28/18, at 5:49pm ET   ·   As of:  3/1/18   ·   For:  12/31/17   ·   Accession #:  1504008-18-4   ·   File #:  1-35039

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/01/18  BankUnited, Inc.                  10-K       12/31/17  137:30M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.65M 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     69K 
 4: EX-21.1     Subsidiaries List                                   HTML     42K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     43K 
 3: EX-12.1     Statement re: Computation of Ratios                 HTML     71K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     49K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     49K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     43K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     43K 
16: R1          Document and Entity Information                     HTML     69K 
17: R2          Consolidated Balance Sheets                         HTML    126K 
18: R3          Consolidated Balance Sheets (Parenthetical)         HTML     54K 
19: R4          Consolidated Statements of Income                   HTML    129K 
20: R5          Consolidated Statements of Income (Parenthetical)   HTML     53K 
21: R6          Consolidated Statements of Comprehensive Income     HTML     78K 
22: R7          Consolidated Statements of Cash Flows               HTML    163K 
23: R8          Consolidated Statements of Stockholders? Equity     HTML     86K 
24: R9          Basis of Presentation and Summary of Significant    HTML    169K 
                Accounting Policies Basis of Presentation and                    
                Summary of Significant Accounting Policies (Notes)               
25: R10         Earnings Per Common Share                           HTML     93K 
26: R11         Acquisition Activity                                HTML     52K 
27: R12         Investment Securities                               HTML    266K 
28: R13         Loans and Allowance for Loan and Lease Losses       HTML   1.10M 
29: R14         FDIC Indemnification Asset                          HTML    107K 
30: R15         Equipment Under Operating Lease                     HTML     58K 
31: R16         Premises and Equipment and Lease Commitments        HTML     68K 
32: R17         Federal Home Loan Bank Advances and Other           HTML     78K 
                Borrowings                                                       
33: R18         Income Taxes                                        HTML    159K 
34: R19         Derivatives and Hedging Activities                  HTML    206K 
35: R20         Stockholders' Equity                                HTML    134K 
36: R21         Equity Based Compensation                           HTML    152K 
37: R22         Regulatory Requirements and Restrictions            HTML    153K 
38: R23         Fair Value Measurements                             HTML    404K 
39: R24         Commitments and Contingencies                       HTML     52K 
40: R25         Condensed Financial Statements of BankUnited, Inc.  HTML    147K 
41: R26         Quarterly Financial Information (Unaudited)         HTML    141K 
42: R27         Basis of Presentation and Summary of Significant    HTML    261K 
                Accounting Policies (Policies)                                   
43: R28         Earnings Per Common Share (Tables)                  HTML     95K 
44: R29         Acquisition Activity Business Combination (Tables)  HTML     51K 
45: R30         Investment Securities (Tables)                      HTML    253K 
46: R31         Loans and Allowance for Loan and Lease Losses       HTML   1.11M 
                (Tables)                                                         
47: R32         FDIC Indemnification Asset (Tables)                 HTML    123K 
48: R33         Equipment Under Operating Lease (Tables)            HTML     61K 
49: R34         Premises and Equipment and Lease Commitments        HTML     67K 
                (Tables)                                                         
50: R35         Deposits                                            HTML    101K 
51: R36         Deposits Deposits (Tables)                          HTML    101K 
52: R37         Federal Home Loan Bank Advances and Other           HTML     76K 
                Borrowings (Tables)                                              
53: R38         Federal Home Loan Bank Advances, Notes and Other    HTML     75K 
                Borrowings Notes payable and other borrowings                    
                table (Tables)                                                   
54: R39         Income Taxes (Tables)                               HTML    150K 
55: R40         Derivatives and Hedging Activities (Tables)         HTML    201K 
56: R41         Stockholders' Equity (Tables)                       HTML    134K 
57: R42         Equity Based Compensation (Tables)                  HTML    141K 
58: R43         Regulatory Requirements and Restrictions (Tables)   HTML    145K 
59: R44         Fair Value Measurements (Tables)                    HTML    440K 
60: R45         Commitments and Contingencies (Tables)              HTML     48K 
61: R46         Condensed Financial Statements of BankUnited, Inc.  HTML    147K 
                (Tables)                                                         
62: R47         Quarterly Financial Information (Unaudited)         HTML    141K 
                (Tables)                                                         
63: R48         Earnings Per Common Share (Computation of Basic     HTML     90K 
                and Diluted Earnings per Common Share) (Details)                 
64: R49         Basis of Presentation and Summary of Significant    HTML    145K 
                Accounting Policies (Narrative) (Details)                        
65: R50         Earnings Per Common Share (Potentially Dilutive     HTML     49K 
                Securities Outstanding) (Details)                                
66: R51         Earnings Per Common Share Earnings per Common       HTML     42K 
                Share (Narrative) (Details)                                      
67: R52         Acquisition Activity (Narrative) (Details)          HTML     44K 
68: R53         Acquisition Activity (Schedule of Assets Acquired   HTML     69K 
                and Liabilities Assumed) (Details)                               
69: R54         Investment Securities (Schedule of Investment       HTML     92K 
                Securities Available for Sale) (Details)                         
70: R55         Investment Securities (Narrative) (Details)         HTML     98K 
71: R56         Investment Securities (Schedule of Maturities of    HTML     78K 
                Investment Securities Available for Sale)                        
                (Details)                                                        
72: R57         Investment Securities (Schedule of Gains and        HTML     56K 
                Losses on the Sale and Exchange of Investment                    
                Securities Available for Sale) (Details)                         
73: R58         Investment Securities (Schedule of the Aggregate    HTML    109K 
                Fair Value and Amount by which Amortized Cost                    
                Exceeds Fair Value for Investment Securities that                
                are in Unrealized Loss Positions) (Details)                      
74: R59         Loans and Allowance for Loan and Lease Losses       HTML    107K 
                (Narrative) (Details)                                            
75: R60         Loans and Allowance for Loan and Lease Losses       HTML    134K 
                (Schedule of Loans) (Details)                                    
76: R61         Loans and Allowance for Loan and Lease Losses       HTML     71K 
                Loans and Allowance for Loan and Lease Losses                    
                (Direct Financing Leases) (Details)                              
77: R62         Loans and Allowance for Loan and Lease Losses       HTML     59K 
                (Schedule for Accretable Yield Rollforward)                      
                (Details)                                                        
78: R63         Loans and Allowance for Loan and Lease Losses       HTML     56K 
                (Schedule of Sold Covered Residential Loans to                   
                Third Parties on a Non-recourse Basis) (Details)                 
79: R64         Loans and Allowance for Loan and Lease Losses       HTML    157K 
                (Allowance for Credit Losses on Financing                        
                Receivables) (Details)                                           
80: R65         Loans and Allowance for Loan and Lease Losses       HTML    108K 
                (Impaired Financing Receivables) (Details)                       
81: R66         Loans and Allowance for Loan and Lease Losses       HTML     89K 
                Loans and Allowance for Loan and Lease Losses                    
                (Schedule of Average Recorded Investment in                      
                Impaired Loans) (Details)                                        
82: R67         Loans and Allowance for Loan and Lease Losses       HTML     76K 
                (Schedule of Recorded Investment in Loans, Other                 
                than ACI Loans, on Non-Accrual Status) (Details)                 
83: R68         Loans and Allowance for Loan and Lease Losses       HTML     85K 
                (Schedule of Credit Exposure for Non-Covered Loans               
                Based on Original LTV and FICO Score) (Details)                  
84: R69         Loans and Allowance for Loan and Lease Losses       HTML    106K 
                (Schedule of Commercial Credit Exposure Based on                 
                Internal Risk Ratings) (Details)                                 
85: R70         Loans and Allowance for Loan and Lease Losses       HTML    159K 
                (Schedule of Financing Receivables Past Due)                     
                (Details)                                                        
86: R71         Loans and Allowance for Loan and Lease Losses       HTML     84K 
                Loans and Allowance for Loan and Lease Losses                    
                (Schedule of Loan Concentrations by States)                      
                (Details)                                                        
87: R72         Loans and Allowance for Loan and Lease Losses       HTML     94K 
                Loans and Allowance for Loan and Lease Losses                    
                (Schedule of Troubled Debt Restructurings)                       
                (Details)                                                        
88: R73         FDIC Indemnification Asset (Gains and Losses        HTML     73K 
                Associated with Covered Assets) (Details)                        
89: R74         FDIC Indemnification Asset (Changes in the FDIC     HTML     49K 
                Indemnification Asset) (Details)                                 
90: R75         FDIC Indemnification Asset (Balance Sheet)          HTML     47K 
                (Details)                                                        
91: R76         Equipment Under Operating Lease (Schedule of        HTML     52K 
                Equipment Under Operating Lease) (Details)                       
92: R77         Equipment Under Operating Lease (Schedule of        HTML     56K 
                Future Minimum Rental Payments) (Details)                        
93: R78         Premises and Equipment and Lease Commitments        HTML     64K 
                (Summary of Premises and Equipment) (Details)                    
94: R79         Premises and Equipment and Lease Commitments        HTML     48K 
                (Narrative) (Details)                                            
95: R80         Premises and Equipment and Lease Commitments        HTML     62K 
                (Schedule of Future Minimum Rentals Under                        
                Non-Cancelable Operating Leases) (Details)                       
96: R81         Deposits (Summary of Average Balances and Weighted  HTML     64K 
                Average Rates Paid on Deposits) (Details)                        
97: R82         Deposits (Narrative) (Details)                      HTML     51K 
98: R83         Deposits (Schedule of Maturities of Time Deposits)  HTML     57K 
                (Details)                                                        
99: R84         Deposits (Schedule of Interest Expense on           HTML     52K 
                Deposits) (Details)                                              
100: R85         Federal Home Loan Bank Advances and Other           HTML     60K  
                Borrowings (Narrative) (Details)                                 
101: R86         Federal Home Loan Bank Advances and Other           HTML     75K  
                Borrowings (Schedule of Outstanding FHLB Advances)               
                (Details)                                                        
102: R87         Federal Home Loan Bank Advances, Notes and Other    HTML     55K  
                Borrowings Long-Term Debt (Details)                              
103: R88         Income Taxes (Schedule of Components of the         HTML     66K  
                Provision for Income Taxes) (Details)                            
104: R89         Income Taxes (Narrative) (Details)                  HTML     80K  
105: R90         Income Taxes (Schedule of Effective Income Tax      HTML     85K  
                Rate Reconciliation) (Details)                                   
106: R91         Income Taxes (Schedule of Deferred Tax Assets and   HTML     72K  
                Liabilities) (Details)                                           
107: R92         Income Taxes (Schedule of Unrecognized Tax          HTML     61K  
                Benefits, Roll Forward) (Details)                                
108: R93         Derivatives and Hedging Activities (Narrative)      HTML     55K  
                (Details)                                                        
109: R94         Derivatives and Hedging Activities (Interest Rate   HTML     84K  
                Contract Derivative Financial Instruments and                    
                Related Hedged Items) (Details)                                  
110: R95         Derivatives and Hedging Activities (Interest Rate   HTML     96K  
                Swaps Subject to Master Netting Agreements)                      
                (Details)                                                        
111: R96         Derivatives and Hedging Activities Derivative and   HTML     49K  
                Hedging Activities - Amount of loss reclassified                 
                from AOCI into Income (Details)                                  
112: R97         Stockholders' Equity (Narrative) (Details)          HTML     54K  
113: R98         Stockholders' Equity (Changes in Accumulated Other  HTML    119K  
                Comprehensive Income) (Details)                                  
114: R99         Stockholders' Equity (Categories of Other           HTML     56K  
                Comprehensive Income) (Details)                                  
115: R100        Equity Based Compensation (Narrative) (Details)     HTML    115K  
116: R101        Equity Based Compensation (Schedule of              HTML     56K  
                Compensation Costs Related to Equity Based Awards)               
                (Details)                                                        
117: R102        Equity Based Compensation (Schedule of Nonvested    HTML     74K  
                Share Activity) (Details)                                        
118: R103        Equity Based Compensation Schedule of Other         HTML     54K  
                Share-Based Compensation, Activity (Details)                     
119: R104        Equity Based Compensation (Schedule of Stock        HTML     68K  
                Options Activity) (Details)                                      
120: R105        Equity Based Compensation (Schedule of Options      HTML     75K  
                Outstanding and Exercisable, Additional                          
                Information) (Details)                                           
121: R106        Regulatory Requirements and Restrictions (Schedule  HTML    113K  
                of Compliance with Regulatory Capital Requirements               
                Under Banking Regulations) (Details)                             
122: R107        Regulatory Requirements and Restrictions            HTML     44K  
                (Narrative) (Details)                                            
123: R108        Fair Value Measurements (Assets and Liabilities     HTML    113K  
                Measured at Fair Value on a Recurring Basis)                     
                (Details)                                                        
124: R109        Fair Value Measurements (Narrative) (Details)       HTML     93K  
125: R110        Fair Value Measurements (Changes in the Fair Value  HTML     78K  
                of Assets and Liabilities Measured at Fair Value)                
                (Details)                                                        
126: R111        Fair Value Measurements (Valuation Techniques and   HTML     89K  
                Unobservable Inputs Used in the Valuation of                     
                Financial Instruments Falling within Level 3 of                  
                the Fair Value Hierarchy) (Details)                              
127: R112        Fair Value Measurements (Assets for which           HTML     77K  
                Nonrecurring Changes in Fair Value have been                     
                Recorded) (Details)                                              
128: R113        Fair Value Measurements (Carrying Value and Fair    HTML     94K  
                Value of Financial Instruments) (Details)                        
129: R114        Commitments and Contingencies (Total Lending        HTML     51K  
                Related Commitments Outstanding) (Details)                       
130: R115        Condensed Financial Statements of BankUnited, Inc.  HTML     77K  
                (Schedule of Condensed Balance Sheet) (Details)                  
131: R116        Condensed Financial Statements of BankUnited, Inc.  HTML     80K  
                (Schedule of Condensed Statements of Income)                     
                (Details)                                                        
132: R117        Condensed Financial Statements of BankUnited, Inc.  HTML    120K  
                (Schedule of Condensed Statements of Cash Flows)                 
                (Details)                                                        
133: R118        Condensed Financial Statements of BankUnited, Inc.  HTML     42K  
                (Narrative) (Details)                                            
134: R119        Quarterly Financial Information (Unaudited)         HTML     83K  
                (Schedule of Quarterly Financial Information)                    
                (Details)                                                        
136: XML         IDEA XML File -- Filing Summary                      XML    262K  
135: EXCEL       IDEA Workbook of Financial Reports                  XLSX    211K  
10: EX-101.INS  XBRL Instance -- bku-20171231                        XML  10.43M 
12: EX-101.CAL  XBRL Calculations -- bku-20171231_cal                XML    525K 
13: EX-101.DEF  XBRL Definitions -- bku-20171231_def                 XML   1.43M 
14: EX-101.LAB  XBRL Labels -- bku-20171231_lab                      XML   3.28M 
15: EX-101.PRE  XBRL Presentations -- bku-20171231_pre               XML   2.15M 
11: EX-101.SCH  XBRL Schema -- bku-20171231                          XSD    348K 
137: ZIP         XBRL Zipped Folder -- 0001504008-18-000004-xbrl      Zip    639K  


‘EX-3.1’   —   Articles of Incorporation/Organization or Bylaws


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  Exhibit  



Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

BANKUNITED, INC.

BankUnited, Inc., a corporation organized and existing under the laws of the state of Delaware (the “Corporation”), hereby certifies that (1) the name of the Corporation is BankUnited, Inc., (2) the original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 28, 2009, under the name JAK InterCo, Inc., (3) this Amended and Restated Certificate of Incorporation was duly adopted on February 11, 2016 by the Board of Directors of the Corporation and approved by the stockholders of the Corporation on May 18, 2016 in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”) and (4) this Amended and Restated Certificate of Incorporation amends and restates the Certificate of Incorporation to read in its entirety as follows:

FIRST. The name of the Corporation is BankUnited, Inc. (hereinafter, the “Corporation”).

SECOND. The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.

THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

FOURTH.

(a)
Authorized Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is 500,000,000 of which the Corporation shall have authority to issue 400,000,000 shares of common stock, each having a par value of one cent per share ($0.01) (the “Common Stock”), and 100,000,000 shares of preferred stock, each having a par value of one cent per share ($0.01) (the “Preferred Stock”).

(b)
Common Stock. The powers, preferences and rights, and the qualifications, limitations and restrictions, of the Common Stock are as follows:

(1)    Each holder of record of shares of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders of the Corporation on which holders of Common Stock are entitled to vote.

(2)    The holders of shares of Common Stock shall not have cumulative voting rights as defined in Section 214 of the DGCL.

(3)    Subject to the rights of the holders of Preferred Stock, and subject to any other provisions of this Amended and Restated Certificate of Incorporation, as it may be amended from





time to time, holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation if, as and when declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.

(4)    In the event of any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, after payment or provision for the payment of the debt and liabilities of the Corporation and subject to the prior payment in full of the preferential amounts, if any, to which any series of Preferred Stock may be entitled, the holders of shares of Common Stock shall be entitled to receive the assets and funds of the Corporation remaining for distribution in proportion to the number of shares held by them, respectively.

(5)    No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.

(c)
Preferred Stock. The Board of Directors is expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series and as may be permitted by the DGCL, including, without limitation, the authority to provide that any such class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes of stock or any other series of stock; (iii) entitled to such rights upon any liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or shares of any other series of the same class of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions.

(d)
Power to Sell and Purchase Shares. Subject to the requirements of applicable law, the Corporation shall have the power to issue and sell all or any part of any shares of any class of stock herein or hereafter authorized to such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class or of shares of another series of such class, and as otherwise permitted by law. Subject to the requirements of applicable law, the Corporation shall have the power to purchase any shares of any class of stock herein or hereafter authorized from such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class or of shares of another series of such class, and as otherwise permitted by law.

FIFTH. The following provisions are inserted 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)
The business and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by applicable law, this Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of the Corporation (as amended from time to time, the By-Laws), the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL and this Amended and Restated Certificate of Incorporation.

(b)
The number of directors of the Corporation shall be fixed from time to time exclusively by resolution of the Board of Directors.

(c)
Subject to the terms of any one or more classes or series of Preferred Stock then outstanding, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. The right of stockholders to fill vacancies on the Board of Directors is hereby specifically denied. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

(d)
Subject to applicable law and the rights, if any, of the holders of shares of Preferred Stock then outstanding, any director or the entire Board of Directors may be removed from office at any time by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors (the “Voting Stock”).

(e)
Notwithstanding the foregoing, the election, term, removal and filling of vacancies with respect to directors, if any, elected separately by the holders of one or more classes or series of Preferred Stock shall not be governed by this Article FIFTH, but rather shall be as provided for in the resolutions adopted by the Board of Directors creating and establishing such class or series of Preferred Stock.

(f)
In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL and this Amended and Restated Certificate of Incorporation and any By-Laws adopted by the stock-holders; providedhowever, that no By-Laws hereafter adopted by the stock-holders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.


SIXTH. No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of any fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. If the DGCL is amended hereafter 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 authorized by the DGCL, as so amended. Any repeal or modification of this Article SIXTH shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.






SEVENTH. The Corporation shall indemnify any person that is or was a director or officer (and any person that is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation (or such other corporation, partnership, joint venture, trust or other enterprise) and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; providedhowever, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article SEVENTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.

The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article SEVENTH.

The rights to indemnification and to the advance of expenses conferred in this Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under this Amended and Restated Certificate of Incorporation, the By-Laws, any statute or other law, by agreement, vote of stockholders or approval of the directors of the Corporation or otherwise.

Any repeal or modification of this Article SEVENTH shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

EIGHTH. Any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of the stockholders of the Corporation. The ability of stockholders of the Corporation to consent in writing to the taking of any action is hereby specifically denied.

NINTH. Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept, subject to any provision contained in the DGCL, outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws.

TENTH. Except as otherwise required by law, special meetings of stockholders of the Corporation for any purpose or purposes may be called at any time only by (i) the Chief Executive Officer or the President of the Corporation or (ii) the Board of Directors pursuant to a resolution duly adopted by a majority of the total number of authorized directors then in office which states the purpose or purposes thereof or (iii) any stockholder or stockholders who beneficially own twenty-five percent (25%) or more of the votes entitled to be cast by the Voting Stock. Other than as set forth in clause (iii) of the preceding sentence, any power of the stockholders to call a special meeting of stockholders is hereby specifically denied. No business other than that stated in the notice of such meeting (or any amendment or supplement thereto), which notice, in the case of a special meeting called by a stockholder or stockholders, shall include all business requested by such stockholder or stockholders to be transacted at such meeting, shall be transacted at any special meeting.






ELEVENTH. The Corporation expressly elects not to be governed by Section 203 of the DGCL.

TWELFTH. In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the By-Laws. The affirmative vote of at least a majority of the Board of Directors shall be required to adopt, amend, alter or repeal the By-Laws. The By-Laws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of a majority of the votes entitled to be cast by the shares of outstanding capital stock entitled to vote thereon; providedhowever, that no such repeal or modification of Article VIII of the By-Laws may adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
        
THIRTEENTH. If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law).

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on its behalf this 18 day of May, 2016.
 
 
 
BANKUNITED, INC.
 
 
 
By:
 
 
 
 
 
 
Name:
 
 
 
 
 
 
Title:
 
Chairman, President and Chief Executive Officer




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:3/1/184
Filed on:2/28/18
For Period end:12/31/175
5/18/164,  8-K,  DEF 14A
2/11/164,  SC 13G/A
4/28/09
 List all Filings 


7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/20/24  BankUnited, Inc.                  10-K       12/31/23  135:28M
 5/16/23  BankUnited, Inc.                  S-8 POS     5/16/23    5:279K
 5/16/23  BankUnited, Inc.                  S-8         5/16/23    6:288K
 2/22/23  BankUnited, Inc.                  10-K       12/31/22  129:35M
 2/24/22  BankUnited, Inc.                  10-K       12/31/21  131:28M
11/16/21  BankUnited, Inc.                  S-8        11/16/21    3:72K                                    Toppan Merrill/FA
 2/26/21  BankUnited, Inc.                  10-K       12/31/20  126:28M
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