Exhibit 3.1
CERTIFICATE REGARDING ADOPTION OF
AMENDMENTS TO SECTIONS 2.06, 2.07, 3.01
AND 3.04 OF PEOPLES BANCORP INC.'S
CODE OF REGULATIONS BY THE
SHAREHOLDERS ON APRIL 13, 2006
The undersigned hereby certifies that she is the duly elected,
qualified and acting Corporate Secretary of Peoples Bancorp Inc., an Ohio
corporation (the "Corporation"); that the Annual Meeting of the Shareholders
(the "Annual Meeting") of the Corporation was duly called and held on April 13,
2006, at which Annual Meeting a quorum of the shareholders of the Corporation
was at all times present in person or by proxy; and that the shareholders of the
Corporation duly adopted, by the affirmation vote of the holders of common
shares entitling them to exercise more than a majority of the voting power of
the Corporation, the amendments to Sections 2.06, 2.07, 3.01 and 3.04 of the
Code of Regulations of the Corporation set forth on Annex 1 attached hereto and
incorporated herein by this reference.
IN WITNESS WHEREOF, the undersigned Corporate Secretary of Peoples
Bancorp Inc., acting for and on behalf of the Corporation, has hereunto set her
hand this 13th of April, 2006.
By: /s/ RHONDA L. MEARS
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Rhonda L. Mears, Corporate Secretary
Section 2.06. Meetings.
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A meeting of the directors shall be held immediately following the
adjournment of each annual meeting of shareholders at which directors are
elected, and notice of such meeting need not be given. The directors shall hold
such other meetings as may from time to time be called, and such other meetings
of directors may be called only by the Chairman of the Board, the Leadership
Director, the President, or any two directors. All meetings of directors shall
be held at the principal office of the corporation in Marietta or at such other
place within or without the State of Ohio as the directors may from time to time
determine by a resolution. Meetings of the directors may be held through any
communications equipment if all persons participating can hear each other and
participation in a meeting pursuant to this provision shall constitute presence
at such meeting.
Section 2.07. Notice of Meetings.
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Notice of the place, if any, and time of each meeting of directors for which
such notice is required by law, the Articles, the Regulations or the By-Laws
shall be given to each of the directors by at least one of the following
methods:
(A) In a writing mailed or sent by overnight delivery service, not less than
two days before such meeting and addressed to the residence or usual
place of business of a director, as such address appears on the records
of the corporation; or
(B) By personal delivery or by telegram, cablegram, telephone or any other
means of communication authorized by the director, not later than the day
before the date on which such meeting is to be held.
Notice given to a director by any one of the methods specified in the
Regulations shall be sufficient, and the method of giving notice to all
directors need not be uniform. Notice of any meeting of directors may be given
only by the Chairman of the Board, the Leadership Director, the President or the
Secretary of the corporation. Any such notice need not specify the purpose or
purposes of the meeting. Notice of adjournment of a meeting of directors need
not be given if the time and place to which it is adjourned are fixed and
announced at such meeting.
Section 3.01. Officers.
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The officers of the corporation to be elected by the directors shall be a
Chairman of the Board, a Chief Executive Officer, a President, one or more
Executive Vice Presidents, one or more Vice Presidents, a Secretary, a
Treasurer, and such other officers and assistant officers as the directors may
from time to time elect. If the Chairman of the Board is the Chief Executive
Officer or the President of the corporation or otherwise does not qualify as an
independent director, the directors shall elect a Leadership Director. Any
person holding the office of Chairman of the Board, Leadership Director, Chief
Executive Officer or President must be a director of the corporation. The other
officers of the corporation may or may not be directors of the corporation.
Officers need not be shareholders of the corporation unless they are also
directors of the corporation, and may be paid such compensation as the board of
directors (or a committee thereof) may determine. Any two or more offices may be
held by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument is required by law, the
Articles, the Regulations or the By-Laws to be executed, acknowledged or
verified by two or more officers.
Section 3.04. Duties of Leadership Director.
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If the Chairman of the Board is the Chief Executive Officer or the President of
the corporation or otherwise does not qualify as an independent director, the
directors shall elect a Leadership Director. The Leadership Director, if any
shall be elected, shall preside at all executive sessions of the independent
directors of the corporation and, in the absence of the Chairman of the Board,
shall preside as chairman of meetings of the directors of the corporation. The
Leadership Director, if any shall be elected, shall serve as Chairman of the
Governance and Nominating Committee of the board of directors of the corporation
(or of the committee of the board of directors performing similar functions).
The Leadership Director, if any shall be elected, shall perform such other
duties and exercise such other powers as may be assigned, from time to time, by
the board of directors or the independent directors to the Leadership Director.