Exhibit 3.2
RESTATED ARTICLES OF INCORPORATION
OF
TRI CITY BANKSHARES CORPORATION
(Composite provided pursuant to
Regulation S-K Item 601(b)(3)(i)
To reflect amendment effective
February 28, 2003)
ARTICLE I
The name of the corporation is "Tri City Bankshares Corporation."
ARTICLE II
The period of existence of the corporation shall be perpetual.
ARTICLE III
The corporation is authorized to engage in any lawful activity for which
corporations may be organized under the Wisconsin Business Corporation Law,
Chapter 180 of the Wisconsin Statutes and any successor provisions.
ARTICLE IV
The corporation is authorized to act as guarantor or surety of the obligations
of other entities, natural, corporate or otherwise, whether or not in
furtherance of the objects, purposes, business or other activities of the
corporation or for its benefit.
Article V
Effective at 12:01 a.m. on February 28, 2003 (the "Effective Time"):
1. The aggregate number of shares which the corporation shall have
authority to issue is 15,200,000, designated by class and par
value per share as follows:
Number of Shares Par Value/Share
-------------------------
Class Number of Shares Par Value/Share
---------------------- ---------------- ---------------
Cumulative Preferred 200,000 $1.00
Common 15,000,000 $1.00
2. Each share of common stock that is issued and outstanding at the
Effective Time, including shares held in the Corporation's
Dividend Reinvestment Plan, is converted, without any action on
the part of the holder thereof, into three (3) shares of common
stock; and
3. Each share of common stock that is authorized but unissued at the
Effective Time is converted, into three (3) shares of common stock.
ARTICLE VI
The preferences, limitations, designations and relative rights of each class or
series of stock which the corporation is authorized to issue under Article V,
above, are as follows:
6.1. CUMULATIVE PREFERRED STOCK.
6.11. DIRECTORS' AUTHORITY TO ESTABLISH SERIES OF CUMULATIVE PREFERRED
STOCK.
The Board of Directors is authorized to divide the Cumulative
Preferred Stock into series and fix and determine the relative
rights and preferences of each series. Each series shall be so
designated by the Board of Directors as to distinguish the shares
thereof from the shares of all other series. All shares of
Cumulative Preferred Stock shall be identical except as to the
following relative rights and preferences, as to which the Board
of Directors may establish variations between different series
not inconsistent with the provisions of these Articles of
Incorporation:
(i) The rate of dividend;
(ii) The price at d the terms and conditions on which shares
may be redeemed;
(iii) The amount payable upon shares in event of voluntary or
involuntary liquidation;
(iv) Sinking fund provisions for the redemption or purchase of
shares;
(v) The terms and conditions on which shares may be converted
into Common Stock, if the shares of any series are issued
with the privilege of conversion;
(vi) Voting rights, if any.
6.12. DIVIDENDS.
The holders of Cumulative Preferred Stock of all series shall be
entitled to receive dividends, if and when declared by the Board
of Directors of the corporation, at such rates as shall be stated
in the resolution or resolutions of the Board of Directors
providing for the issuance thereof, payable quarterly in each
calendar year. The dividends on the Cumulative Preferred Stock
shall be cumulative so that if at any time the full amount of
dividends accrued and in arrears on the Cumulative Preferred
Stock shall not be paid, the deficiency shall be payable without
interest before any dividends, other than dividends payable in
Common Stock, or other distributions shall be paid upon or set
aside for the Common Stock. Dividends on Cumulative Preferred
Stock shall accrue on each share from the first day of the
quarterly period following that in which such share is issued.
All dividends on Cumulative preferred Stock shall be without
priority as between series, and shall be paid or set apart before
any dividends or other distributions, other than dividends
payable in Common Stock, shall be paid upon or set aside for, the
Common Stock. Any dividends paid upon the Cumulative Preferred
Stock in an amount less than full cumulative dividends accrued
and in arrears upon all Cumulative Preferred Stock outstanding
shall, if more than one series be outstanding, be distributed
among the different series in proportion to the aggregate amounts
which would bebutable to the Cumulative Preferred Stock of each
series if full cumulative dividends were declared and paid
thereon.
6.13. LIQUIDATION.
In the event of the voluntary or involuntary liquidation of the
corporation, the holders of Cumulative Preferred Stock shall be
entitled to receive in full out of the
net assets of the corporation the fixed voluntary liquidation
amount thereof, plus accrued dividends thereon, as provided in
the resolution or resolutions providing for the issuance thereof,
before any amount shall be paid to the holders of Common Stock.
If upon liquidation of the corporation the net assets of the
corporation shall be insufficient to pay the holders of all of
the Cumulative Preferred Stock the entire amounts to which they
may be entitled, the assets of the corporation shall, if more
than one series are outstanding, be distributed among the
different series in proportion to the aggregate which would be
distributable to the Cumulative Preferred Stock of each series if
sufficient assets were available. The remaining net assets shall
be distributed pro rata among the holders of Common Stock.
6.2. COMMON STOCK.
6.21. VOTING.
The holders of the Common Stock shall be entitled to one vote for
each share of stock.
6.22. DIVIDENDS.
In no event shall any dividend whatever be paid or declared or
any distribution made on the Common Stock, other than dividends
payable in Common Stock, unless and until full cumulative
dividends upon the Cumulative Preferred Stock for all past
quarterly dividend periods shall have been paid and full
cumulative dividends as aforesaid on the Cumulative Preferred
Stock for the then or current quarterly dividend period shall
have been paid or a sum sufficient for the payment thereof set
apart for such payment.
6.23. LIQUIDATION.
In the event of the voluntary or involuntary liquidation of the
corporation, the net assets of the corporation remaining after
payment of the preferential rights of the holders of the
Cumulative Preferred Stock shall be distributed pro rata among
the holders of the Common Stock.
ARTICLE VII
The "requisite affirmative votes" and the recitals of votes which are
"requisite for adoption" or "requisite for approval" referred to and to be set
forth pursuant to the Wisconsin Business Corporation Law shall be the
affirmative vote of the holders of a majority of the shares entitled to vote on
the proposal unless any class or series of shares is entitled to vote thereon as
a class, in which event the proposal shall be adeopted by receiving the
affirmative votes of holders of a majority of shares of each class of shares and
each series entitled to vote thereon as a class and of the total shares entitled
to vote thereon.
ARTICLE VIII
As provided in the Wisconsin Business Corporation Law, the corporation is
hereby authorized to purchase, take, receive or otherwise acquire, hold, own,
pledge, transfer or otherwise dispose of its own shares, directly or indirectly,
without the consent of its shareholders. Shares of Cumulative Preferred Stock
acquired by the corporation whether upon redemption, conversion or otherwise,
shall not thereafter be disposed of as shares of the series under which such
shares were initially issued and such shares shall become authorized and
unissued shares of Cumulative Preferred Stock which may be designated as shares
of any other series.
ARTICLE IX
No holder of shares of the capital stock of any class of the corporation or
any series thereof shall have any pre-emptive or preferential right of
subscription to any shares of any class of stock of the corporation or series
thereof, whether now or hereafter authorized, or to any securities or
obligations convertible into stock of the corporation, and all such additional
shares of stock or securities or obligations convertible into stock may be
issued and disposed of by the Board of Directors to such person or persons and
on such terms and for such consideration (so far as may be permitted by law) as
the Board of Directors, in its absolute discretion may deem advisable.
ARTICLE X
The number of directors constituting the Board of Directors shall be such
number, not less than three (3), as shall be fixed from time to time by the
By-Laws.
ARTICLE XI
The address of the registered office of the corporation is 6312 South 27th
Street, Oak Creek, Wisconsin 53154, and the name of its registered agent at such
address is David A. Ulrich.
ARTICLE XII
These Restated Articles of Incorporation supersede and take the place of
the theretofore existing Articles of Incorporation of the corporation.
Executed in duplicate and seal affixed this 25th day of September, 1979.
TRI CITY BANKSHARES CORPORATION
By: ______________________________
David A. Ulrich, President
By: ______________________________
Henry Karbiner, Jr., Secretary
This document was drafted by:
Eckard von Estorff
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202