EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
PREMIER FINANCIAL BANCORP, INC.
Pursuant to KRS 271B.10-060, the undersigned corporation executes these articles of amendment to its articles of incorporation:
| (A) | | The name of the corporation is Premier Financial Bancorp, Inc. | |
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| (B) | | The following amendment to the articles of incorporation was adopted by the shareholders of the corporation at a special meeting held on September 1, 2009, in the manner prescribed by the Kentucky Business Corporation Act: | |
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| | | | The first sentence of ARTICLE IV, captioned “Authorized shares”, is hereby amended to read as follows: | |
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| | | | The total number of shares that the Corporation shall have the authority to issue is 21,000,000 shares, which shall be divided into two classes as follows: | |
| | | | | 20,000,000 Common Shares, without par value; and | |
| | | | | 1,000,000 Preferred Shares, without par value. | |
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| (C) | | The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting, were as follows: | |
| Designation of Voting Group | | Number of Outstanding Shares | | | Number of Votes Entitled to Be Cast | | | Number of Votes Represented at Meeting | |
| Common Stock | | | 6,392,772 | | | | 6,392,772 | | | | 5,964,868 | |
(D) The total number of votes cast by each voting group entitled to vote separately thereon for and against such amendment, respectively, was:
| | | Number of Votes Cast | |
| Voting Group | | For | | | Against | |
| Common Stock | | | 5,476,938 | | | | 443,131 | |
IN WITNESS WHEREOF, the undersigned duly authorized officer has executed these articles of amendment.
Dated: September 1, 2009 PREMIER FINANCIAL BANCORP, INC.
By:_____/s/ Brien M. Chase__________
Brien M. Chase,
Senior Vice President
and Chief Financial Officer
This instrument prepared by:
__/s/ Janet Smith Holbrook_____
Janet Smith Holbrook, Esquire
HUDDLESTON BOLEN LLP
611 Third Avenue
Huntington, WV 25701
STATE OF WEST VIRGINIA,
COUNTY OF CABELL, TO WIT:
I, _____Cynthia G. DePriest_________, a Notary Public, do hereby certify that on this 1st day of September, 2009, personally appeared before me Brien M. Chase, who being by me first duly sworn declared that he is the Senior Vice President and Chief Financial Officer of Premier Financial Bancorp, Inc., that he signed the foregoing document as Senior Vice President and Chief Financial Officer of the corporation, and that the statements therein contained are true.
My commission expires:___April 6, 2010_________________________
___/s/ Cynthia G. DePriest_______________
Notary Public
(NOTARIAL SEAL)
