ARTICLES OF INCORPORATION
OF
FIRST MERCHANTS CORPORATION
Following are the Articles of Incorporation, as amended, of First Merchants
Corporation (hereinafter referred to as the "Corporation"), a corporation
existing pursuant to the provisions of the Indiana Business Corporation Law, as
amended (hereinafter referred to as the "Act"):
ARTICLE I
NAME
The name of the Corporation is First Merchants Corporation.
ARTICLE II
PURPOSES
The purposes for which the Corporation is formed are:
SECTION 1. To acquire control of The Merchants National Bank of Muncie and
to operate as a bank holding company.
SECTION 2. GENERAL POWERS. To possess, exercise, and enjoy all rights,
powers and privileges conferred upon bank holding companies by the Bank Holding
Company Act of 1956 as amended and as hereafter amended or supplemented, and all
other rights and powers authorized by the laws of the State of Indiana, and the
laws of the United States of America applicable to bank holding companies and
the regulations of the Board of Governors of the Federal Reserve System.
SECTION 3. TO DEAL IN REAL PROPERTY. Subject to the limitations of Section
2 above, to acquire by purchase, exchange, lease or otherwise, and to hold, own,
use, construct, improve, equip, manage, occupy, mortgage, sell, lease, convey,
exchange or otherwise dispose of, alone or in conjunction with others, real
estate and leaseholds of every kind, character and description whatsoever and
wheresoever situated, and any other interests therein, including, but without
limiting the generality thereof, buildings, factories, warehouses, offices and
structures of all kinds.
SECTION 4. CAPACITY TO ACT. Subject to the limitations of Section 2 above,
to have the capacity to act possessed by natural persons and to perform such
acts as are necessary and advisable to accomplish the purposes, activities and
business of the Corporation.
SECTION 5. TO ACT AS AGENT. Subject to the limitations of Section 2 above,
to act as agent or representative for any firm, association, corporation,
partnership, government or person, public or private, with respect to any
activity or business of the Corporation.
SECTION 6. TO MAKE CONTRACTS AND GUARANTEES. Subject to the limitations of
Section 2 above, to make, execute and perform, or cancel and rescind, contracts
of every kind and description, including guarantees and contracts of suretyship,
with any firm, association, corporation, partnership, government or person,
public or private.
SECTION 7. TO BORROW FUNDS. Subject to the limitations of Section 2 above,
to borrow moneys for any activity or business of the Corporation and, from time
to time, without limit as to amount, to draw, make, accept, endorse, execute and
issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures,
notes, trust receipts, and other negotiable or non-negotiable instruments and
evidences of indebtedness, and to secure the payment thereof, and the interest
thereon, by mortgage, pledge, conveyance, or assignment in trust of all or any
part of the assets of the Corporation, real, personal or mixed, including
contract rights, whether at the time owned or thereafter acquired, and to sell,
exchange or otherwise dispose of such securities or other obligations of the
Corporation.
SECTION 8. TO DEAL IN ITS OWN SECURITIES. Subject to the limitations of
Section 2 above, to purchase, take, receive or otherwise acquire, and to hold,
own, pledge, transfer or otherwise dispose of shares of its own capital stock
and other securities. Purchases of the Corporation's own shares, whether direct
or indirect, may be made without shareholder approval only to the extent of
unreserved and unrestricted earned surplus available therefor.
ARTICLE III
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
RESIDENT AGENT AND PRINCIPAL OFFICE
Section 1. Resident Agent. The name and address of the Corporation's
Resident Agent for service of process is:
Larry R. Helms
200 East Jackson Street
Muncie, IN 47305
SECTION 2. PRINCIPAL OFFICE. The post office address of the principal
office of the Corporation is:
200 East Jackson Street
Muncie, IN 47305
ARTICLE V
AUTHORIZED SHARES
SECTION 1. NUMBER OF SHARES. The total number of shares of common stock
which the Corporation is to have authority to issue is 50,000,000, all with no
par value. The total number of shares of preferred stock the Corporation is to
have authority to issue is 500,000, all with no par value.
SECTION 2. TERMS OF SHARES. The authorized shares of "Common Stock" shall
be equal to every other share of Common Stock and shall participate equally with
other shares of Common Stock in all earnings and profits of the Corporation and
on distribution of assets, either on dissolution, liquidation or otherwise. The
authorized shares of "Preferred Stock" shall be equal to every other share of
Preferred Stock and shall participate equally with other shares of Preferred
Stock. The terms of the Preferred Stock and its relative rights, preferences,
limitations or restrictions shall be established by the Board of Directors prior
to issuance of any Preferred Stock.
SECTION 3. VOTING RIGHTS. Each holder of Common Stock shall have the right
to vote on all matters presented to shareholders and shall be entitled on all
matters including elections of Directors to one vote for each share of Common
Stock registered in his/her name on the books of the Corporation. The voting
rights of the Preferred Stock, if any, shall be determined by the Board of
Directors prior to issuance of the Preferred Stock.
ARTICLE VI
REQUIREMENTS PRIOR TO DOING BUSINESS
The Corporation will not commence business until consideration of the value
of at least One Thousand Dollars ($1,000.00) has been received for the issuance
of shares.
ARTICLE VII
DIRECTORS
SECTION 1. NUMBER. The number of Directors of the Corporation shall not be
less than nine (9) nor more than twenty-one (21), as may be specified from time
to time by the Bylaws. If and whenever the Bylaws do not contain a provision
specifying the number of Directors, the number shall be sixteen (16). The
Directors shall be classified, with respect to the time for which they
severally hold office, into three (3) classes as nearly equal in number as
possible, as shall be specified in the Bylaws, one class to be elected for a
term expiring at each annual meeting of shareholders, with each Director to hold
office until his successor is elected and qualified. At each annual meeting of
shareholders, the successor of each Director whose term expires at that meeting
shall be elected to hold office for a term expiring at the annual meeting of
shareholders held in the third year following the year of his election, or until
his successor is elected and qualified.
SECTION 2. NAMES AND POST OFFICE ADDRESSES OF THE DIRECTORS. The names and
post office addresses of the initial Board of Directors of the Corporation are:
Name Number and Street or Building City State Zip Code
- ---- ----------------------------- ---- ----- --------
Stefan S. Anderson 2705 W. Twickingham Drive Muncie IN 47304
Thomas F. Bluemle 1900 N. Brentwood Lane Muncie IN 47304
Frank A. Bracken 1011 E. Parkway Drive Muncie IN 47304
Clell W. Douglass 305 Normandy Drive Muncie IN 47304
David A. Galliher 2500 W. Berwyn Road Muncie IN 47304
William P. Givens 1209 W. Beechwood Avenue Muncie IN 47303
John W. Hartmeyer 818 W. Riverside Avenue Muncie IN 47303
David W. Howell Rural Route #2, Box 174 Middletown IN 47358
Betty J. Kendall Rural Route #14, Box 425 Muncie IN 47302
Don E. Marsh 1250 Warwick Road Muncie IN 47304
Robert H. Mohlman 3405 N. Vienna Woods Drive Muncie IN 47304
Robert R. Park Rural Route #2, Box 126 Gaston IN 47342
Peter L. Roesner 2207 W. Wiltshire Road Muncie IN 47304
Hamer D. Shafer 3500 W. Gatewood Lane Muncie IN 47304
Robert M. Smitson 2601 W. Chelsea Drive Muncie IN 47304
Reed D. Voran 2308 W. Wiltshire Road Muncie IN 47304
SECTION 3. QUALIFICATIONS OF DIRECTORS. Directors need not be shareholders
of the Corporation.
ARTICLE VIII
INCORPORATOR(S)
The name and post office address of the incorporator of the Corporation is:
Stefan S. Anderson
200 East Jackson Street
Muncie, IN 47305
ARTICLE IX
PROVISIONS FOR REGULATION OF BUSINESS
AND CONDUCT OF AFFAIRS OF CORPORATION
SECTION 1. MEETINGS OF SHAREHOLDERS. Meetings of shareholders of the
Corporation shall be held at such place, within or without the State of Indiana,
as may be specified in the notices or waivers of notice of such meetings.
SECTION 2. MEETINGS OF DIRECTORS. Meetings of Directors of the Corporation
shall be held at such place, within or without the State of Indiana, as may be
specified in the notices or waivers of notice of such meetings. A member of the
Board of Directors or of a committee designated by the Board may participate in
a meeting of the Board or committee by means of a conference telephone or
similar communications equipment by which all persons participating in the
meeting can communicate with each other, and participation by these means
constitutes presence in person at the meeting.
SECTION 3. CONSIDERATION FOR SHARES. Shares of stock of the Corporation
shall be issued or sold in such manner and for such amount of consideration as
may be fixed from time to time by the Board of Directors.
SECTION 4. BYLAWS OF THE CORPORATION. The Board of Directors, unless
otherwise provided in the Bylaws or in these Articles of Incorporation, may by a
majority vote of the actual number of Directors elected and qualified from time
to time make, alter, amend or repeal the Bylaws.
The Board of Directors may, by resolution adopted by a majority of the
actual number of Directors elected and qualified, from time to time, designate
from among its members an executive committee and one or more other committees,
each of which, to the extent provided in the resolution, the Articles of
Incorporation, or the Bylaws, may exercise all of the authority of the Board of
Directors of the Corporation, including, but not limited to, the authority to
issue and sell or approve any contract to issue and sell, securities or shares
of the Corporation or designate the terms of a series of a class of securities
or shares of the Corporation. The terms which may be affixed by each such
committee include, but are not limited to, the price, dividend rate, and
provisions of redemption, a sinking fund, conversion, voting or preferential
rights or other features of securities or class or series of a class of shares.
Each such committee may have full power to adopt a final resolution which sets
forth those terms and to authorize a statement of such terms to be filed with
the Secretary of State. However, no such committee has the authority to declare
dividends or distributions, amend the Articles of Incorporation or the Bylaws,
approve a plan of merger or consolidation even if such plan does not require
shareholder approval, reduce earned or capital surplus, authorize or approve the
reacquisition of shares unless pursuant to a general formula or method specified
by the Board of Directors, or recommend to the shareholders a voluntary
dissolution of the Corporation or a revocation thereof. No member of any such
committee shall continue to be a member thereof after he ceases to be a Director
of the Corporation. The calling and
holding of meetings of any such committee and its method of procedure shall be
determined by the Board of Directors. A member of the Board of Directors shall
not be liable for any action taken by any such committee if he is not a member
of that committee and has acted in good faith and in a manner he reasonably
believes is in the best interest of the Corporation.
SECTION 5. CONSENT ACTION BY SHAREHOLDERS. Any action required by statute
to be taken at a meeting of the shareholders, or any action which may be taken
at a meeting of the shareholders, may be taken without a meeting if, prior to
such action, a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof, and such written consent is filed with the minutes of the
proceedings of the shareholders.
SECTION 6. CONSENT ACTION BY DIRECTORS. Any action required or permitted to
be taken at any meeting of the Board of Directors or any committee thereof may
be taken without a meeting, if prior to such action a written consent to such
action is signed by all members of the Board of Directors or such committee, as
the case may be, and such written consent is filed with the minutes of
proceedings of the Board of Directors or committee.
SECTION 7. INTEREST OF DIRECTORS IN CONTRACTS. Any contract or other
transaction between the Corporation or any corporation in which this Corporation
owns a majority of the capital stock shall be valid and binding, notwithstanding
that the Directors or officers of this Corporation are identical or that some or
all of the Directors or officers, or both, are also directors or officers of
such other corporation.
Any contract or other transaction between the Corporation and one or more
of its Directors or members or employees, or between the Corporation and any
firm of which one or more of its Directors are members or employees or in which
they are interested, or between the Corporation and any corporation or
association of which one or more of its Directors are stockholders, members,
directors, officers, or employees, or in which they are interested, shall be
valid for all purposes notwithstanding the presence of such Director or
Directors at the meeting of the Board of Directors of the Corporation which acts
upon, or in reference to, such contract or transaction and notwithstanding his
or their participation in such action, if the fact of such interest shall be
disclosed or known to the Board of Directors and the Board of Directors shall
authorize, approve and ratify such contract or transaction by a vote of a
majority of the Directors present, such interested Director or Directors to be
counted in determining whether a quorum is present, but not to be counted in
calculating the majority of such quorum necessary to carry such vote. This
Section shall not be construed to invalidate any contract or other transaction
which would otherwise be valid under the common and statutory law applicable
thereto.
SECTION 8. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.
Every person who is or was a Director, officer, employee or agent of this
Corporation or of any other corporation for which he is or was serving in any
capacity at the request of this Corporation shall be indemnified by this
Corporation against any and all liability and expense that may be incurred by
him in connection with or resulting from or arising out of any claim, action,
suit or proceeding,
provided that such person is wholly successful with respect thereto or acted in
good faith in what he reasonably believed to be in or not opposed to the best
interest of this Corporation or such other corporation, as the case may be, and,
in addition, in any criminal action or proceeding in which he had no reasonable
cause to believe that his conduct was unlawful. As used herein, "claim, action,
suit or proceeding" shall include any claim, action, suit or proceeding (whether
brought by or in the right of this Corporation or such other corporation or
otherwise), civil, criminal, administrative or investigative, whether actual or
threatened or in connection with an appeal relating thereto, in which a
Director, officer, employee or agent of this Corporation may become involved, as
a party or otherwise,
(i) by reason of his being or having been a Director, officer,
employee, or agent of this Corporation or such other corporation
or arising out of his status as such or
(ii) by reason of any past or future action taken or not taken by him
in any such capacity, whether or not he continues to be such at
the time such liability or expense is incurred.
The terms "liability" and "expense" shall include, but shall not be limited
to, attorneys' fees and disbursements, amounts of judgments, fines or penalties,
and amounts paid in settlement by or on behalf of a Director, officer, employee,
or agent, but shall not in any event include any liability or expenses on
account of profits realized by him in the purchase or sale of securities of the
Corporation in violation of the law. The termination of any claim, action, suit
or proceeding, by judgment, settlement (whether with or without court approval)
or conviction or upon a plea of guilty or of nolo contendere, or its equivalent,
shall not create a presumption that a Director, officer, employee, or agent did
not meet the standards of conduct set forth in this paragraph.
Any such Director, officer, employee, or agent who has been wholly
successful with respect to any such claim, action, suit or proceeding shall be
entitled to indemnification as a matter of right. Except as provided in the
preceding sentence, any indemnification hereunder shall be made only if (i) the
Board of Directors acting by a quorum consisting of Directors who are not
parties to or who have been wholly successful with respect to such claim,
action, suit or proceeding shall find that the Director, officer, employee, or
agent has met the standards of conduct set forth in the preceding paragraph; or
(ii) independent legal counsel shall deliver to the Corporation their written
opinion that such Director, officer, employee, or agent has met such standards
of conduct.
If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters even though he is
not entitled as to other matters.
The Corporation may advance expenses to or, where appropriate, may at its
expense undertake the defense of any such Director, officer, employee, or agent
upon receipt of an undertaking by or on behalf of such person to repay such
expenses if it should ultimately be determined that he is not entitled to
indemnification hereunder.
The provisions of this Section shall be applicable to claims, actions,
suits or proceedings made or commenced after the adoption hereof, whether
arising from acts or omissions to act during, before or after the adoption
hereof.
The rights of indemnification provided hereunder shall be in addition to
any rights to which any person concerned may otherwise be entitled by contract
or as a matter of law and shall inure to the benefit of the heirs, executors and
administrators of any such person.
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a Director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation against any liability asserted against him and
incurred by him in any capacity or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such liability
under the provisions of this Section or otherwise.
SECTION 9. DISTRIBUTIONS OUT OF CAPITAL SURPLUS. The Board of Directors of
the Corporation may from time to time distribute to its shareholders out of the
capital surplus of the Corporation a portion of its assets, in cash or property,
without the assent or vote of the shareholders, provided that with respect to
such a distribution the requirements of the Act other than shareholder approval
are satisfied.
SECTION 10. POWERS OF DIRECTORS. In addition to the powers and the
authority granted by these Articles or by statute expressly conferred, the Board
of Directors of the Corporation is hereby authorized to exercise all powers and
to do all acts and things as may be exercised or done under the laws of the
State of Indiana by a corporation organized and existing under the provisions of
the Act and not specifically prohibited or limited by these Articles.
SECTION 11. REMOVAL OF DIRECTORS. Any and all members of the Board of
Directors may be removed, with or without cause, at a meeting of the
shareholders called expressly for that purpose by the affirmative vote of the
holders of not less than two-thirds (2/3) of the outstanding shares of capital
stock then entitled to vote on the election of Directors, except that if the
Board of Directors, by an affirmative vote of at least two-thirds (2/3) of the
entire Board of Directors, recommends removal of a Director to the shareholders,
such removal may be effected by the affirmative vote of the holders of not less
than a majority of the outstanding shares of capital stock then entitled to vote
on the election of Directors at a meeting of shareholders called expressly for
that purpose.
SECTION 12. FAIR PRICE, FORM OF CONSIDERATION AND PROCEDURAL SAFEGUARDS FOR
CERTAIN BUSINESS COMBINATIONS.
(A) The affirmative vote of the holders of not less than three-fourths
(3/4) of the Voting Shares (as hereinafter defined) of the Corporation shall be
required for the authorization or adoption, except as provided in subsection (D)
of this Section, of the following transactions:
1. Any merger or consolidation of the Corporation or its subsidiary or
subsidiaries (as hereinafter defined) with or into either of the
following:
(a) 10% Shareholders (as hereinafter defined); or
(b) Any other corporation (whether or not itself a 10%
Shareholder) which, after such merger or consolidation,
would be an Affiliate (as hereinafter defined) of a 10%
Shareholder.
2. Any sale, lease, exchange, transfer or other disposition
(including, without limitation, the granting of a mortgage or other
security interest) to or with any 10% Shareholder of any material
part of the assets of the Corporation or any of its subsidiaries;
and
3. A liquidation or dissolution of the Corporation or any material
subsidiary thereof or adoption of any plan with respect thereto.
4. Any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its subsidiaries or
any other transaction (whether or not with or into or otherwise
involving a 10% Shareholder) which has the effect, directly or
indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity or convertible securities
of the Corporation or any subsidiary which is directly or
indirectly owned by any 10% Shareholder; and
5. Any agreement, contract or other arrangement providing for any one
or more of the actions specified in the foregoing clauses
(A)1. through (A)4.
(B) Prior to the approval of any of the transactions referred to in
subsection (A) of this section ("Business Combination"), the
Board of Directors of the Corporation shall make an evaluation
of all relevant factors and issues arising out of or in
connection with any such Business Combination and shall report
to the shareholders the conclusion which the Board of Directors
reaches from such evaluation. Relevant factors and issues
shall include consideration of the impact which any such
Business Combination will have on the community in which the
Corporation or its subsidiaries conducts business, the
employees of the Corporation or any of its subsidiaries, and
the suppliers and customers of the Corporation and its
subsidiaries, and shall also include any and all other factors
which the Board of Directors in its discretion deems relevant.
(C) The following definitions shall apply when used in this
Section:
1. "10% Shareholder" shall mean, in respect of any Business
Combination, any person (other than the Corporation) who
or which, as of the record date for the determination of
shareholders entitled to notice of and to vote on such
Business Combination or immediately prior to the
consummation of any such Business Combination:
(a) Is the beneficial owner (as determined in accordance
with Rule 13d-3 promulgated by the Securities and
Exchange Commission) ("Beneficial Owner"), directly or
indirectly, of not less than ten percent (10%) of the
Voting Shares; or
(b) Is an Affiliate (as hereinafter defined) of the
Corporation and at any time within two years prior
thereto was the Beneficial Owner, directly or
indirectly, of not less than ten percent (10%) of the
then outstanding Voting Shares; or
(c) Any individual, corporation, partnership or other
person or entity which, together with any of its
Affiliates (as hereinafter defined), beneficially owns
in the aggregate more than ten percent (10%) of the
Voting Shares of the Corporation.
2. "Voting Shares" includes:
(a) Any securities of the Corporation which are entitled
to vote on any matter referred to in this Section;
(b) Any securities, including but not limited to,
preferred stock, bonds, debentures, or options, which
can be converted into voting securities at the time of
the vote referred to in this Section; and
(c) Security agreements of any nature for which voting
securities are pledged as collateral.
3. "Affiliate" shall include all persons who would be defined
as affiliates under Rule 12b-2 under the Securities
Exchange Act of 1934.
4. "Subsidiary" means any corporation of which a majority of
any class of equity securities (as defined in Rule 3a 11-1
of the general rules and regulations under the Securities
Exchange Act of 1934) are owned, directly or indirectly,
by the Corporation; provided, however, that for the
purposes of the definition of a 10% Shareholder set forth
above, the term "Subsidiary" shall mean only a corporation
of which a majority of each class of equity security is
owned, directly or indirectly, by the Corporation.
5. "Fair Market Value" means:
(1) In the case of stock, in the absence of any
determination price as established on a national,
regional, or local exchange or over-the-counter
market, or in the absence of any market-maker
dealing in the stock on a regular basis, the fair
market value of such stock on the date in
question as determined by the Board in good
faith; and
(2) In the case of property other than cash or stock,
the fair market value of such property on the
date in question as determined by the Board in
good faith.
(D) The additional voting requirement set forth in subsection (A)
above shall not be applicable, and any such Business
Combination shall require the affirmative vote of two-thirds
(2/3) of the Voting Shares, if one of the following occurs:
1. The Business Combination shall have been approved by
two-thirds (2/3) of the Directors of the Corporation; or
2. All of the following conditions shall have been met:
(a) The aggregate amount of the cash and the Fair Market
Value as of the date of the consummation of the
Business Combination of consideration other than cash
to be received per share by holders of Common Stock in
such Business Combination shall be at least equal to
the greater of (i) and (ii), where (i) is the highest
per share price (including any brokerage commissions,
transfer taxes and soliciting dealers' fees) paid by
the 10% Shareholder or any other party for any shares
of Common Stock acquired within the two-year period
immediately prior to the first public announcement of
the proposal of the Business Combination (the
"Announcement Date") or, if higher, the per share
price paid in the transaction in which the 10%
Shareholder became a 10% Shareholder, and (ii) is the
per share book value of the Corporation reported at
the end of the fiscal quarter immediately preceding
the later of any public announcement of any proposed
Business Combination or the meeting date on which the
shareholders are to consider the proposed Business
Combination;
(b) The consideration to be received by holders of a
particular class of outstanding Voting Stock
(including Common Stock) shall be in cash or in the
same form as the 10% Shareholder has previously paid
for shares of such class of Voting Stock. If the 10%
Shareholder has paid for shares of any class of Voting
Stock with varying forms of consideration, the form of
consideration for such class of Voting Stock shall be
either cash or the form used to acquire the largest
number of shares of such class of Voting Stock
previously acquired by it;
(c) A proxy or information statement describing the
proposed merger or consolidation and complying with
the requirements of the Securities Exchange Act of
1934 and the rules and regulations thereunder (or any
subsequent provisions replacing such Act, rules or
regulations) shall be mailed to shareholders of the
Corporation at least thirty (30) days prior to the
meeting of shareholders called to consider the
proposed Business Combination or, if no meeting,
thirty (30) days prior to the consummation of such
Business Combination (whether or not such proxy or
information statement is required to be mailed
pursuant to such Act or subsequent provisions).
ARTICLE X
AMENDMENTS
These Articles of Incorporation may be amended at any time, subject to the
provisions of this Article, by the affirmative vote of a majority of the
outstanding shares of stock of the Corporation entitled to vote on such
amendment. No amendment shall be adopted which shall repeal, modify, amend,
alter or diminish in any way the provisions of Article V, Section 1 of Article
VII, Section 4 of Article IX, Section 11 of Article IX, Section 12 of Article
IX, or this Article X without the affirmative vote of three-fourths (3/4) of the
outstanding shares of stock of the Corporation entitled to vote on such
amendment.
The Bylaws of the Corporation may be amended as provided herein and therein
except that no amendment shall in any way repeal, modify, amend, alter or
diminish the provisions of this Article or the other provisions of the Articles
of Incorporation referenced in this Article.