EXHIBIT 3.1
AMENDED ARTICLES OF INCORPORATION
OF
MID AM, INC.
FIRST: The name of the corporation (the "Corporation")
shall be:
Mid Am, Inc.
SECOND: the place in the State of Ohio where the
principal office of the Corporation is to be located is Bowling
Green, Wood County.
THIRD: The purpose for which the Corporation is formed
is to engage in any lawful act or activity for which corporations
may be formed under Sections 1701.01 to 1701.98 inclusive of the
Ohio Revised Code.
FOURTH: The number of shares which the Corporation is
authorized to have outstanding is seventeen million (17,000,000),
of which fifteen million (15,000,000) are common shares without
par value ("Common Shares") and two million (2,000,000) are
preferred shares without par value ("Preferred Shares"). The
express terms of the shares of each class are as follows:
Division 1. EXPRESS TERMS OF THE PREFERRED SHARES.
(A) Board of Directors Authority to Fix Certain Terms.
The Preferred Shares may be issued from time to time in
one or more series. All Preferred Shares shall be of
equal rank and shall be identical, except in respect of
the matters that may be fixed by the Board of
Directors, and each share of each series shall be
identical with all other shares of such series, except
as to the date from which dividends are cumulative.
Subject to the provisions of subsections (A)-(F) of
this Division 1, which provisions shall apply to all
Preferred Shares, the Board of Directors is authorized
to cause such shares to be issued in one or more series
and with respect to each such series, prior to the
issuance thereof, to fix:
(i) The division of such Preferred Shares
into series and the designation and authorized
number of Preferred Shares of each series;
(ii) The dividend or distribution rate;
(iii) The dates of payments of dividends or
distributions, if declared, and the dates from
which they are cumulative;
(iv) The amounts payable in the event of any
voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation;
(v) Redemption rights and price;
(vi) The terms and amounts of any sinking
fund provided for the purchase or redemption of
the Preferred Shares;
(vii) Conversion rights; and
(viii) Restrictions on the issuance of
shares of any class or series.
The Board of Directors is authorized to adopt, from
time to time, amendments to the Articles of
Incorporation fixing, with respect to each such series,
the matters described in this clauses (i) through
(viii) above.
(B) Dividend Preference. The holders of Preferred
Shares of each series, in preference to the holders of
Common Shares and of any other class of shares ranking
junior to the Preferred Shares, shall be entitled to
receive, out of any funds legally available, when and
as declared by the Board of Directors, dividends in
cash at the rate for such series fixed according to the
provisions of subsection (A) of this Division 1 and no
more, payable quarterly on the dates fixed for such
series. Such dividends shall be cumulative, in the
case of shares of each particular series, from and
after the date or dates fixed with respect to such
series. No dividends may be paid upon or declared or
set apart for any of the Preferred Shares for any
quarterly dividend period unless at the same time a
like proportionate dividend for the same quarterly
dividend period, ratably in proportion to the
respective annual dividend rates fixed therefor, shall
be paid upon or declared or set apart for all Preferred
Shares of all series then issued and outstanding and
entitled to receive such dividend.
(C) Restriction on Dividends to Junior Shares. In no
event as long as any Preferred Shares shall be
outstanding shall any dividends, except a dividend
payable in Common Shares or other shares ranking junior
to the Preferred Shares, be paid or declared or any
distribution be made on the Common Shares or any other
shares ranking junior to the Preferred Shares, nor
shall any Common Shares or any other shares ranking
junior to the Preferred Shares be purchased, retired or
otherwise acquired by the Corporation:
(i) Unless all accrued and unpaid dividends
on Preferred Shares, including the full dividends for
the current quarterly dividend period, shall have been
declared and paid or a sum sufficient for payment
thereof set apart; and
(ii) Unless there shall be no arrearage with
respect to the redemption of Preferred Shares of any
series from any sinking fund provided for shares of
such series in accordance with the provisions of clause
(vi) of subsection (A) of this Division 1.
(D) Liquidation Preference.
(i) The holders of Preferred Shares of any series
shall, in case of liquidation, dissolution or winding
up of the affairs of the Corporation, be entitled to
receive in full out of the assets of the Corporation,
including its capital, before any amount shall be paid
or distributed among the holders of the Common Shares
or any other shares ranking junior to the Preferred
Shares, the amounts fixed with respect to shares of
such series in accordance with subsection (A) of this
Division 1, plus in either event an amount equal to all
dividends accrued and unpaid thereof to the date of
payment of the amount due pursuant to such liquidation,
dissolution or winding up of the affairs of the
Corporation. In case the net assets of the Corporation
legally available therefor are insufficient to permit
the payment upon all outstanding shares of Preferred
Shares of the full preferential amount to which they
are respectively entitled, then such net assets shall
be distributed ratably upon outstanding Preferred
Shares in proportion to the full preferential amount to
which each such share is entitled;
(ii) After payment to holders of Preferred Shares
of the full preferential amounts, holders of Preferred
Shares as such shall have no right or claim to any of
the remaining assets of the Corporation; and
(iii) The merger or consolidation of the
Corporation into or with any other corporation, or the
merger of any other corporation into it, or the sale,
lease or conveyance of all or substantially all the
property or business of the Corporation, shall not be
deemed to be a dissolution, liquidation or winding up,
voluntary or involuntary, for the purposes of this
Division 1.
(E) Voting Rights.
(i) Except as otherwise provided in this
subsection (E), the holders of Preferred Shares shall
not be entitled to vote upon any matters presented to
the shareholders;
(ii) If, and as often as, the Corporation is in
default in the payment of four (4) full quarterly
dividends (whether or not consecutive) on any series of
Preferred Shares at the time outstanding, whether or
not earned or declared, the holders of Preferred Shares
shall be entitled to one vote for each Preferred Share
upon all matters presented to the shareholders; and
provided further that the foregoing special voting
rights when vested shall remain so vested until all
accrued and unpaid dividends on the Preferred Shares of
all series then outstanding shall have been paid,
whereupon the holders of Preferred Shares shall be
divested of their special voting rights, subject to the
revesting of such special voting rights upon the event
specified above;
(iii) The affirmative vote of the holders of at
least two-thirds of the Preferred Shares at the time
outstanding, given in person or by proxy at a meeting
called for the purpose at which the holders of
Preferred Shares shall vote separately as a class,
shall be necessary to effect any one or more of the
following:
(a) Any amendment, alteration or repeal of
any of the provisions of the Articles of
Incorporation or of the Regulations of the
Corporation which affects adversely the voting
powers, rights or preferences of the holders of
Preferred Shares; provided, however, that, for the
purpose of this clause (a) only, neither the
amendment of the Articles of Incorporation so as
to authorize or create, or to increase the
authorized or outstanding amount of Preferred
Shares or of any shares of any class ranking on a
parity with or junior to the Preferred Shares, nor
the amendment of the provisions of the Regulations
so as to increase the number of Directors of the
Corporation shall be deemed to affect adversely
the voting powers, rights or preferences of the
holders of Preferred Shares; and provided further,
that if such amendment, alteration or repeal
affects adversely the rights or preferences of one
or more but not all series of Preferred Shares at
the time outstanding, only the affirmative vote of
the holders of at least two-thirds of the number
of shares at the time outstanding of the series so
affected shall be required;
(b) The authorization or creation of, or the
increase in the authorized amount of, any shares
of any class, or any security convertible into
shares of any class, ranking prior to the
Preferred Shares; or
(c) The purchase or redemption (for sinking
fund purposes or otherwise) of less than all of
the Preferred Shares then outstanding except in
accordance with a stock purchase offer made to all
holders of record of Preferred Shares, unless all
dividends upon all Preferred Shares then
outstanding for all previous quarterly dividend
periods shall have been declared and paid or funds
therefor set apart and all accrued sinking fund
obligations applicable thereto shall have been
complied with.
(iv) The affirmative vote of the holders of at
least a majority of the Preferred Shares at the time
outstanding, given in person or by proxy at a meeting
called for the purpose at which the holders of
Preferred Shares shall vote separately as a class,
shall be necessary to effect any one or more of the
following:
(a) The sale, lease or conveyance by the
Corporation of all or substantially all of its
property or business, or its consolidation with or
merger into any other corporation unless the
corporation resulting from such consolidation or
merger will have after such consolidation or
merger no class of shares either authorized or
outstanding ranking prior to or on a parity with
the Preferred Shares except the same number of
shares ranking prior to or on a parity with the
Preferred Shares and having the same rights and
preferences as the shares of the Corporation
authorized and outstanding immediately preceding
such consolidation or merger, and each holder of
Preferred Shares immediately preceding such
consolidation or merger shall receive the same
number of shares, with the same rights and
preferences, of the resulting corporation; or
(b) The authorization of any shares ranking
on a parity with the Preferred Shares or an
increase in the authorized number of shares of
Preferred Shares.
(F) Definitions. For the purpose of the Division 1,
whenever reference is made to shares "ranking prior to
the Preferred Shares" or "on a parity with the
Preferred Shares," such reference shall mean and
include all shares of the Corporation in respect of
which the rights of the holders thereof as to the
payment of dividends or as to the distributions in the
event of a voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the
Corporation are given preference over, or rank on an
equality with (as the case may be) the rights of the
holders of Preferred Shares; and whenever reference is
made to shares "ranking junior to the Preferred
Shares," such reference shall mean and include all
shares of the Corporation in respect of which the
rights of the holders thereof as to the payment of
dividends and as to the distributions in the event of a
voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation are junior
and subordinate to the rights of the holders of
Preferred Shares.
Division 2. EXPRESS TERMS OF THE COMMON SHARES.
The Common Shares shall be subject to the express terms
of the Preferred Shares and of any series thereof.
Each shareholder shall be entitled to one (1) vote for
each Common Share standing in his name on the books of
the Corporation.
FIFTH: The following provisions are hereby agreed to
for the purpose of defining, limiting and regulating the exercise
of the authority of the Corporation or of the directors, or of
all of the shareholders:
(i) The Board of Directors is expressly
authorized to set apart out of any of the funds of the
Corporation available for dividends a reserve or
reserves for any proper purpose or to abolish any such
reserve in the manner in which it was created, and to
purchase on behalf of the Corporation any shares issued
by it to the extent of the surplus of the aggregate of
its assets over the aggregate of its liabilities plus
stated capital;
(ii) The Corporation may in its regulations
confer powers upon its board of directors in addition
to the powers and authorities conferred upon it
expressly by Sections 1701.01, et seq. of the Revised
Code of Ohio;
(iii) Any meeting of the shareholders or the
board of directors may be held at any place within or
without the State of Ohio in the manner provided for in
the regulations of the Corporation; and
(iv) Except as otherwise required by these
Articles of Incorporation, but notwithstanding any
provision of the Ohio Revised Code now or hereafter in
force requiring for any purpose the vote, consent,
waiver or release of the holders of shares entitling
them to exercise two-thirds, or any other proportion,
of the voting power of the Corporation or of any class
or classes of shares thereof, any amendments to the
Articles of Incorporation may be made from time to
time, and any proposal or proposition requiring the
action of shareholders may be authorized from time to
time by the affirmative vote of the holders of shares
entitling them to exercise a majority of the voting
power of the Corporation.
SIXTH: No holder of shares of the Corporation of any
class, as such, shall have the preemptive right to subscribe for
or to purchase any shares of any class of the Corporation or any
other securities of the Corporation, whether such shares of such
class are now or hereafter authorized.
SEVENTH: In no event shall a holder of shares of any
class have the right to cumulate their votes in the election of
directors.
EIGHTH: (1) In connection with the exercise of its
judgment in determining what is in the best interest of the
Corporation and its shareholders when evaluating a Business
Combination or a proposal by another Person or Persons to make a
Business Combination or a tender or exchange offer or a proposal
by another Person or Persons to make a tender or exchange offer,
the Board of Directors of the Corporation shall, in addition to
considering the adequacy of the amount to be paid in connection
with any such transaction, consider all the following factors and
any other factors which it deems relevant: (i) the social and
economic effects of the transaction on the Corporation and its
subsidiaries, employees, depositors, loan and other customers,
creditors and other elements of the communities in which the
Corporation and its subsidiaries operate or are located; (ii) the
business and financial conditions and earnings prospects of the
acquiring Person or Persons, including, but not limited to, debt
service and other existing or likely financial obligations of the
acquiring Person or Persons, and the possible effect of such
conditions upon the Corporation and its subsidiaries and the
other elements of the communities in which the Corporation and
its subsidiaries operate or are located, and (iii) the
competence, experience, and integrity of the acquiring Person or
Persons and its or their management.
(2) The affirmative vote of the holders of not less
than eighty percent (80 percent) of the Voting Stock shall be
required for the approval or authorization of any Business
Combination with a Related Person, or any Business Combination in
which a Related Person has an interest (except proportionately as
a shareholder); provided, however, that the eighty percent
(80 percent) voting requirement shall not be applicable if (i)
the Continuing Directors, who at the time constitute at least a
majority of the entire Board of Directors of the Corporation,
have expressly approved the Business Combination by at least a
two-thirds (2/3) vote of such Continuing Directors, or (ii) all
of the following conditions are satisfied:
(A) The Business Combination is a merger or
consolidation and cash or fair market value of
property, securities or other consideration to be
received per share by holders of the Common Shares
(other than such Related Person) in the Business
Combination is at least equal in value to such Related
Person's Highest Purchase Price;
(B) After such Related Person has become the
Beneficial Owner of not less than ten percent
(10 percent) of the Voting Stock of the Corporation and
prior to the consummation of such Business Combination,
such Related Person shall not have become the
Beneficial Owner of any additional shares of Voting
Stock or securities convertible into Voting Stock,
except (i) as a part of the transaction which resulted
in such Related Person becoming the Beneficial owner of
not less than ten percent (10 percent) of the Voting
Stock or (ii) as a result of a pro rata stock dividend
or stock split; and
(C) Prior to the consummation of such Business
Combination, such Related Person shall not have,
directly or indirectly, (i) received the benefit
(except proportionately as a shareholder) of any loan,
advances, guarantees, pledges, or other financial
assistance or tax credits provided by the Corporation
or any of its subsidiaries, or (ii) caused any material
change in the Corporation's business or equity capital
structure, including the issuance of shares of capital
stock of the Corporation to any third party.
(3) For purposes of this Article Eighth:
(i) The term "Business Combination" shall mean (a) any
merger or consolidation involving the Corporation or a subsidiary
of the Corporation, (b) any sale, lease, exchange, transfer or
other disposition (in one transaction or a series of
transactions), including without limitation a mortgage or any
other security device, of all or any Substantial Part of the
assets either of the Corporation or of a subsidiary of a
Corporation, (c) any sale, lease, exchange, transfer or other
disposition of all or any Substantial Part of the assets of an
entity to the Corporation or a subsidiary of the Corporation,
(d) the issuance, sale, exchange, transfer or other disposition
by the Corporation or a subsidiary of the Corporation, of its
securities with or to the Related Person, (e) any
recapitalization or reclassification of the Corporation's
securities (including, without limitation, any reverse stock
split) or other transaction that would have the effect of
increasing the voting power of a Related Person, (f) any
liquidation, spin-off, split-up, or dissolution of the
Corporation, and (g) any agreement, contract or other arrangement
providing for any of the transactions described in this
definition of Business Transaction.
(ii) The term "Related Person" shall (a) mean and
include any individual, corporation, partnership, group,
association or other person or entity which, together with its
Affiliates and the Associates, is the Beneficial Owner of not
less than ten percent (10 percent) of the voting stock of the
corporation (1) at the time the definitive agreement providing
for the Business Combination (including any amendment thereof)
was entered into, (2) at the time a resolution approving the
Business Combination was adopted by the Board of Directors of the
Corporation, or (3) as of the record date for the determination
of Shareholders entitled to notice of and to vote on, or consent
to, the Business Combination, and (b) shall mean and include any
Affiliate or Associate of any such individual, corporation,
partnership, group, association or other person or entity;
provided, however, and notwithstanding anything in the foregoing
to the contrary, the term "Related Person" shall not include the
Corporation, a wholly owned subsidiary of the Corporation, or any
trustee of, or fiduciary with respect to, any such plan when
acting in such capacity.
(iii) The term "Beneficial Owner" shall be defined
by reference to Rule 13d-3 under the Securities Exchange Act of
1934, as in effect on March 1, 1984; provided, however, and
without limitation, any individual, corporation, partnership,
group, association or other person or entity which has the right
to acquire any Voting Stock at any time in the future, whether
such right is contingent or absolute, pursuant to any agreement,
arrangement or understanding upon exercise of the rights,
warrants or options, or otherwise, shall be beneficial owner of
such Voting Stock.
(iv) The term "Highest Purchase Price" shall mean the
highest amount of consideration paid by such Related Person for a
Common Share within two (2) years prior to the date such Related
Person became the Beneficial Owner of not less than ten percent
(10 percent) of the Voting Stock; and if such stock is not listed
on any principal exchange, the highest closing bid quotation with
respect to a share of stock during the thirty (30) day period
preceding the date in question -- or if no quotations are
available, the fair market value on the date in question of a
share of such stock as determined by the Board in good faith.
(v) The term "Voting Stock" shall mean all outstanding
shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the
purpose of this Article as one class; provided, however, that if
the Corporation has shares of Voting Stock entitled to more or
less than one vote for any such share, each reference to a
proportion of shares of Voting Stock shall be deemed to refer to
such proportion of the votes entitled to be cast by such shares.
(vi) The term "Continuing Director" shall mean a
director who either was a member of the Board of Directors of the
Corporation prior to the time such Related Person became a
Related Person or who subsequently became a director of the
Corporation and whose election, or nomination for election by the
Corporation's stock holder, was approved by a vote of at least
three-quarters (3/4) of the Continuing directors then of the
Board.
NINTH: No amendment of these Articles shall be
effective to amend, alter, repeal or change the effect of any of
the provisions of Article EIGHTH unless such amendment shall
receive the affirmative vote of the holders of at least eighty
percent (80 percent) of the outstanding Common Shares; provided,
however, that such voting requirement shall not be applicable to
the approval of such an amendment if such amendment shall have
been proposed and authorized by action of the Board of Directors
of the Corporation by the affirmative vote of at least two-thirds
(2/3) of the Continuing Directors, as that term is defined in
Article EIGHTH.
TENTH: The Corporation shall have the power to
indemnify its present and past directors, officers, employees and
agents, and such other persons as it shall have powers to
indemnify, to the full extent permitted under, and subject to the
limitations of, Title 17 of the Ohio Revised Code. The
Corporation may, upon the affirmative vote of a majority of its
Board of Directors, purchase insurance for the purpose of
indemnifying its directors, officers, employees and agents to the
extent that such indemnification is allowed in this Article
TENTH.
ELEVENTH: These Amended Articles of Incorporation
supersede the Restated and Amended Articles of Incorporation of
the Corporation, as amended, heretofore in effect.