QuickLinks
 -- Click here to rapidly navigate through this document

 
 

Exhibit 4.1    
    


 
 

AMENDED AND RESTATED ARTICLES OF INCORPORATION    
    
    OF    
    
    TREATY OAK BANCORP, INC.    
    


 
 

ARTICLE ONE: NAME    
    


        The name of the corporation is Treaty Oak Bancorp, Inc. (the "Corporation"). 


 
 

ARTICLE TWO: DURATION    
    


        The period of duration of the Corporation is perpetual. 


 
 

ARTICLE THREE: PURPOSE    
    


        The purpose for which the Corporation is organized is to qualify as a bank holding company under federal and state law and to engage in the transaction of any and
all lawful businesses for which corporations may be incorporated under the Texas Business Corporation Act (the "TBCA"). 


 
 

ARTICLE FOUR: CAPITAL STOCK    
    


        The aggregate number of shares that the Corporation shall have the authority to issue is 30,000,000 shares, consisting of (i) 20,000,000 shares of common
stock, $0.01 par value per share, with identical rights and privileges in every respect and (ii) 10,000,000 shares authorized as preferred stock, $1.00 par value per share, which shares may be
designated in one or more series by the Corporation's board of directors with relative rights and preferences as authorized under the TBCA. 


 
 

ARTICLE FIVE: PREEMPTIVE RIGHTS DENIED    
    


        No holder of any shares of capital stock of the Corporation, whether now or hereafter authorized, shall, as such holder, have any preemptive or preferential right
to receive, purchase, or subscribe to any additional, unused, or treasury shares of any class of stock (whether now or hereafter authorized) of the Corporation; any obligations, evidences of
indebtedness, or other securities of the Corporation convertible into or exchangeable for, or carrying or accompanied by any rights to receive, acquire, purchase, or subscribe to, any such additional,
unissued, or treasury shares; any right of subscription to or to receive, or any warrant or option for the purchase of, any of the foregoing securities; or any other securities that may be issued or
sold by the Corporation. 


 
 

ARTICLE SIX: COMMENCING BUSINESS    
    



        The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of $1,000, consisting of money, labor
done, or property actually received. 


 
 

ARTICLE SEVEN: CUMULATIVE VOTING DENIED    
    


        Cumulative voting for the election of directors shall not be permitted. At each election of directors every shareholder entitled to vote at such election shall
have the right to vote, in person or by proxy, the number of shares owned by such shareholder for as many persons as there are directors to be elected and for whose election such shareholder has a
right to vote; no shareholder shall be entitled to cumulate votes by giving one candidate as many votes as the number of such directors multiplied by such shareholder's shares shall equal, or by
distributing such votes on the same principle among any number of such candidates. 









 
 

ARTICLE EIGHT: INDEMNIFICATION    
    


        The Corporation shall have the power and authority to indemnify any person to the fullest extent permitted by law. 


 
 

ARTICLE NINE: VOTING REQUIREMENTS    
    


        Except as otherwise provided in the Articles or as otherwise required by the TBCA or other applicable law, with respect to any matter, the affirmative vote of the
holders of a majority of the Corporation's shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present shall be the act of
the shareholders. Nothing contained in this Article is intended to require shareholder authorization or approval of any action of the Corporation whatsoever unless such approval is specifically
required by the other provisions of the Articles or the Bylaws, the TBCA or other applicable law. 


 
 

ARTICLE TEN: REGISTERED OFFICE AND AGENT    
    


        The street address of the Corporation's registered office is 101 Westlake Drive, Suite 100, Austin, Texas 78746, and the name of the Corporation's
registered agent at such address is Mark J. Pietrantone. 


 
 

ARTICLE ELEVEN: BOARD OF DIRECTORS    
    


        The number of directors constituting the Board of Directors is currently nine. The name and address of such persons who are serving as directors of the
Corporation are: 



	Directorship
 
	 	Name
	 	Address

	Class I	 	Charles T. Meeks	 	230 8 Quail Run Cove

Lago Vista, Texas 78645
	

 	
 	

Marvin L. Schrager	
 	

6907 Cat Creek Run

Austin, Texas 78731
	

 	
 	

Arthur H. Coleman	
 	

2905 Thousand Oaks Drive

Austin, Texas 78746
	

Class II	
 	

Jeffrey L. Nash	
 	

101 Westlake Drive

Austin, Texas 78746
	

 	
 	

Toni A. Neal	
 	

101 Westlake Drive

Austin, Texas 78746
	

 	
 	

Hayden D. Watson	
 	

7901 Bee Cave Road #18

Austin, Texas 78746
	

Class III	
 	

Terry W. Hamann	
 	

101 Westlake Drive

Austin, Texas 78746
	

 	
 	

William J. McLellan	
 	

11 Sundown Parkway

Austin, Texas 78746
	

 	
 	

Carl J. Stolle	
 	

One Dell Way

Round Rock, Texas 78682




 
 

ARTICLE TWELVE: LIMITATION OF LIABILITY    
    


	A.
	To
the fullest extent permitted by applicable law, a director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for an act or omission
in the 








director's
capacity as a director, except that this Article does not eliminate or limit the liability of a director of the Corporation to the extent the director is found liable for: 


	1.
	Breach
of the director's duty of loyalty to the Corporation or its shareholders;



	2.
	Acts
or omissions not in good faith that constitute a breach of duty of the director to the Corporation or an act or omission that involves intentional misconduct or a knowing
violation of the law;



	3.
	Transactions
from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; or



	4.
	Acts
or omissions for which an applicable statute expressly provides liability of a director.






	B.
	Any
repeal or amendment of this Article by the shareholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a
director of the Corporation arising from an act or omission occurring prior to the time of such repeal or amendment. In addition to the circumstances in which a director of the Corporation is not
personally liable as set forth in the foregoing provisions of this Article, a director shall not be liable to the Corporation or its shareholders to such further extent as permitted by any law
hereafter enacted, including without limitation any subsequent amendment to the Texas Miscellaneous Corporation Laws Act or the TBCA. 


 
 

ARTICLE THIRTEEN: WRITTEN CONSENTS    
    


        Upon effectiveness of a Registration Statement filed by the Corporation under the Securities Act of 1933, as amended, any action that may be taken, or that is
required by law or the Articles or Bylaws to be taken, at any annual meeting or special meeting of the shareholders may be taken only at a regular or special meeting, duly called, with proper prior
notice, and duly held, at which a quorum is present in person or by proxy, and by a vote of at least the minimum number of votes necessary to authorize or take such action. After such time, no action
by the shareholders may be taken by a consent or consents in writing. 


 
 

ARTICLE FOURTEEN: ELECTION NOT TO BE GOVERNED BY
  BUSINESS COMBINATION LAW    
    



        Under Article 13.04 of the TBCA, the Corporation expressly elects not to be governed by the Business Combination Law. 











QuickLinks



Exhibit 4.1


AMENDED AND RESTATED ARTICLES OF INCORPORATION OF TREATY OAK BANCORP, INC.

ARTICLE ONE: NAME

ARTICLE TWO: DURATION

ARTICLE THREE: PURPOSE

ARTICLE FOUR: CAPITAL STOCK

ARTICLE FIVE: PREEMPTIVE RIGHTS DENIED

ARTICLE SIX: COMMENCING BUSINESS

ARTICLE SEVEN: CUMULATIVE VOTING DENIED

ARTICLE EIGHT: INDEMNIFICATION

ARTICLE NINE: VOTING REQUIREMENTS

ARTICLE TEN: REGISTERED OFFICE AND AGENT

ARTICLE ELEVEN: BOARD OF DIRECTORS

ARTICLE TWELVE: LIMITATION OF LIABILITY

ARTICLE THIRTEEN: WRITTEN CONSENTS

ARTICLE FOURTEEN: ELECTION NOT TO BE GOVERNED BY BUSINESS COMBINATION LAW