Exhibit 3.1
ASSOCIATED BANC-CORP
CERTIFICATE RELATING TO
THE
SERIES A PREFERRED STOCK
Pursuant to Section 180.0602
of the Wisconsin Business Corporation Law
The undersigned, Associated Banc-Corp, a Wisconsin corporation (the “Company”), in accordance with the provisions of Section 180.0602 of Wisconsin Business Corporation Law, for the purposes of eliminating from the Amended and Restated Articles of Incorporation of the Company (the “Articles”) all matters set forth in the Articles of Amendment to the Articles regarding the Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) of the Company filed with the Wisconsin Department of Financial Institutions onNovember 18, 2008(the “Articles Amendment”) with respect to the Series A Preferred Stock, par value $1.00 per share, of the Company for purposes of cancelling the Series A Preferred Stock, hereby certifies that:
1. The undersigned is the duly elected and acting Executive Vice President, General Counsel, Corporate Secretary and Chief Risk Officer.
2. In accordance with the provisions of Section 180.0602 of Wisconsin Business Corporation Law, the Board of Directors of the Company has adopted the following resolutions on July 26, 2016 eliminating from the Articles all matters set forth in the Articles Amendment with respect to the Series A Preferred Stock for purposes of cancelling the Series A Preferred Stock:
WHEREAS, as of September 14, 2011, Associated Banc-Corp (the “Company”) completed the repurchase of all outstanding shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”), which has been issued to the U.S. Department of Treasury under the Troubled Asset Relief Program (“TARP”) Capital Purchase Program; and
WHEREAS, pursuant to Sections 180.1002(8) and 180.0602(3)(b)2 of the Wisconsin Business Corporation Law, the Board may eliminate from the Company’s Amended and Restated Articles of Incorporation by amendment of the provisions thereof related to the shares of Series A Preferred Stock without shareholder approval, provided that no shares of the Series A Preferred Stock are then outstanding.
NOW, THEREFORE, BE IT RESOLVED, that the officers of the Company be, and each of them hereby is, authorized for and in the name of the Company to take or cause to be taken such actions as are necessary or advisable to effect the elimination from the Articles the provisions thereof related to the shares of Series
A Preferred Stock, including, without limitation, the preparation, execution and filing of an appropriate certification and articles of amendment with the Wisconsin Department of Financial Institutions.
BE IT RESOLVED, that the Board hereby authorizes and directs the officers of the Company, for and in the name of the Company, to execute and deliver any and all documents, and to take such additional action as such officers, or any of them, shall consider necessary, proper or advisable in the best interests of the Company in order to implement the purposes of the foregoing resolutions, including, without limitation, filing any certificates, documents and regulatory filings with the appropriate state and federal agencies, and the taking of any such action shall constitute conclusive evidence of the authority of such officer or officers hereunder; and
FURTHER RESOLVED, that all actions heretofore taken by the officers or directors of the Company in connection with the matters that are the subject of these resolutions be, and they hereby are, ratified, confirmed and approved in all respects.
The undersigned declares under penalty of perjury under the laws of the State of Wisconsin that the matters set out in the foregoing Certificate are true of his own knowledge and that the foregoing Certificate has been duly adopted by the Company’s Board of Directors in accordance with the Wisconsin Business Corporation Law.
Executed at Milwaukee, Wisconsin, on August 15, 2016.
ASSOCIATED BANC-CORP
By: /s/ Randall J. Erickson
Name: Randall J. Erickson
Title: Executive Vice President, General Counsel,
Corporate Secretary and Chief Risk Officer
Drafted by:
Kristen A. Irgens
Godfrey & Kahn, S.C.
833 E. Michigan Street, Suite 1800
Milwaukee, Wisconsin 53202
