EXHIBIT 3(i)
RESTATED
ARTICLES OF INCORPORATION
OF
LAKELAND FINANCIAL CORPORATION
ARTICLE I
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NAME
The name of the Corporation is Lakeland Financial Corporation.
ARTICLE II
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PURPOSES
The purposes for which the Corporation is formed are:
SECTION 1. To acquire control of the Lake City Bank, of Warsaw, Indiana
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
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PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
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RESIDENT AGENT AND PRINCIPAL OFFICE
SECTION 1. RESIDENT AGENT. The name and address of the Corporation's
Resident Agent for service of process is R. Douglas Grant, 202 East Center
Street, P.O. Box 1387, Warsaw, Indiana 46580.
SECTION 2. PRINCIPAL OFFICE. The post office address of the principal
office of the Corporation is 202 East Center Street, P.O. Box 1387, Warsaw,
Indiana 46580.
ARTICLE V
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AUTHORIZED SHARES
SECTION 1. NUMBER OF SHARES. The total number of shares which the
Corporation is to have authority to issue is 10,000,000, all of which are
without par value.
SECTION 2. GENERAL TERMS. All of the authorized shares shall be
designated as "Common Stock", and each share of Common Stock shall be equal to
every other share of Common Stock and shall participate equally in all
earnings and profits of the Corporation and on distribution of assets, either
on dissolution, liquidation or otherwise.
SECTION 3. VOTING RIGHTS. Each holder of the 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 name on the books of the Corporation.
ARTICLE VI
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REQUIREMENTS PRIOR TO DOING BUSINESS
The stated capital of the Corporation as of the date of filing of these
Restated Articles of Incorporation is at least One Thousand Dollars
($1,000.00).
ARTICLE VII
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DIRECTOR(S)
SECTION 1. NUMBER OF DIRECTORS. The Board of Directors shall be composed
of such number of directors ranging from nine (9) to eighteen (18), inclusive,
as shall be established from time to time by the By-laws of the Corporation.
In the absence of the establishment of such a number, the number of directors
shall be ten (10).
SECTION 2. NAMES AND POST OFFICE ADDRESSES OF THE DIRECTORS. The names
and post office addresses of the Board of Directors of the Corporation at the
date of adoption of these Restated Articles of Incorporation are:
NUMBER AND
NAME STREET OR BUILDING CITY STATE ZIP
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Eddie Creighton P.O. Box 1058 Warsaw IN 46580
Anna K. Duffin 2300 S. Main Goshen IN 46526
L. Craig Fulmer 120 W. Lexington,
Ste. 310 Elkhart IN 46516
R. Douglas Grant P.O. Box 1387 Warsaw IN 46580
Jerry L. Helvey 2808 E. Turnberry Rd. Warsaw IN 46580
Homer A. Kent 305 Sixth Street Winona Lake IN 46590
J. Alan Morgan 114 EMS T36 Lane Leesburg IN 46538
Richard L. Pletcher 1600 W. Market St. Nappanee IN 46550
Joseph P. Prout P.O. Box 877 Warsaw IN 46580
Philip G. Spear 111 S. High St. Warsaw IN 46580
Terry L. Tucker P.O. Box 308 Milford IN 46542
George L. White 1727 Betsy Ct. Warsaw IN 46580
SECTION 3. QUALIFICATIONS OF DIRECTORS.
(a) Directors need not be shareholders of the Corporation.
(b) For the period of at least six (6) months prior to his election to
the Board of Directors of the Corporation and during his tenure thereon, each
director shall be a resident of the market area of the Corporation as
determined annually by the Board of Directors as required by the Community
Reinvestment Act of 1977, as now in effect or as hereafter amended.
(c) No director shall be a director, officer, employee, or the holder of
5% or more of the outstanding shares of any class of voting securities or
securities convertible into voting securities of any financial institution,
including but not limited to banks, trust companies, savings and loan
associations, whether stock or mutual, credit unions, bank holding companies,
savings and loan holding companies, or any other entity controlling,
controlled by or in common control with a financial institution, other than
(a) the Corporation, (b) any subsidiary of or other entity controlled by the
Corporation, or (c) serving in any capacity at the request of the Corporation.
(d) Those directors holding office as of the date of these amended
Articles, who would otherwise be precluded from serving as directors of this
Corporation because of the restrictions imposed by this Section 3 of the
Article VII, shall be permitted to continue to serve as directors of the
Corporation for such continuous period of time as they are elected or
reelected by the shareholders.
SECTION 4. TERMS OF DIRECTORS.
(a) The terms of the Directors shall be staggered as set forth herein.
For purposes of this section, the Board of Directors shall be divided into
three classes consisting, to the extent possible, of equal numbers. The
classes shall be designated Class A, Class B and Class C, respectively. To the
extent that the number of directors is not divisible by three (3), the first
additional director shall be placed in Class A and the second additional
director, if there is one, shall be placed in Class B.
(b) At the annual meeting of shareholders to be held in 1984, the
shareholders shall vote for the total number of directors as shall be set by
the Board of Directors pursuant to Section 1 of this Article VII. Class A
shall be elected for a term of three (3) years. Class B shall be elected for
an initial term of two (2) years and for terms thereafter of three (3) years.
Class C shall be elected for an initial term of one (1) year and for terms
thereafter of three (3) years. Each person elected shall serve for the term of
the class to which he has been designated and until his successor is duly
elected and qualified or until his earlier death, resignation,
disqualification, or removal from office.
(c) At the annual meeting of shareholders to be held in 1985, the
shareholders shall vote for the number of directors comprising Class B to hold
office for a term of three (3) years. At the annual meeting of shareholders to
be held in 1986, the shareholders shall vote for the number of directors
comprising Class C to hold office for a term of three years. At subsequent
annual meetings, the shareholders shall vote for the number of directors
comprising the class whose term is expiring, which class shall be elected for
a term of three (3) years.
SECTION 5. REMOVAL OF DIRECTORS. Except as provided below, a director may
not be removed or suspended from the Board of Directors except with cause as
determined by procedures established from time to time by the By-laws of the
Corporation. Any or 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 a vote of the holders of not less than two-thirds of the
outstanding shares of common stock of the Corporation entitled to vote at that
meeting. Any director shall immediately cease being a director when he no
longer satisfies the standards for qualification established by Section 3 of
this Article VII.
ARTICLE VIII
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OFFICERS
The name and post office address of the President and Secretary of the
Corporation at the date of adoption of these Restated Articles of
Incorporation are, respectively:
NUMBER AND
NAME STREET OR BUILDING CITY STATE ZIP
- ------------------ --------------------- ------ ----- -----
R. Douglas Grant,
President P.O. Box 1387 Warsaw IN 46581
Terry M. White,
Secretary P.O. Box 1387 Warsaw IN 46581
ARTICLE IX
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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.
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. BY-LAWS OF THE CORPORATION. The Board of Directors by a
majority vote of the actual number of directors elected and qualified from
time to time shall have the power, without the assent or vote of the
shareholders, to make, alter, amend or repeal the By-Laws of the Corporation.
SECTION 5. COMMITTEES. If the By-Laws so provide, 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 such resolution, the Articles of Incorporation or the
By-Laws, may exercise all of the authority and powers of the Board of
Directors of the Corporation, and shall have the power to authorize the
execution of all documents and the affixing of the Seal of the Corporation to
all papers which may require it; but no such committee shall have the
authority of the Board of Directors in reference to amending the Articles of
Incorporation, adopting an agreement or plan of merger or consolidation,
proposing a special corporate transaction, recommending to the shareholders a
voluntary dissolution of the Corporation or a revocation thereof, electing or
removing officers, or amending the By-Laws of the Corporation. The designation
of any such committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law. No member of any such committee shall continue
to be a member thereof after he ceases to be a Director of the Corporation.
SECTION 6. 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 7. 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 8. INTEREST OF DIRECTORS IN CONTRACTS. Any contract or other
transaction between the Corporation and 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 of 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 statutory law
applicable thereto.
SECTION 9. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. Every
person who is or was a director, officer or employee 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 interests 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 or employee of
this Corporation may become involved, as a party or otherwise,
(i) by reason of his being or having been a director, officer or employee
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 or employee, 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 or employee did not meet the standards of conduct as forth in this
paragraph.
Any such director, officer or employee 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 or employee 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 or employee 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 or employee upon
receipt of an undertaking, in form and substance satisfactory to the Board of
Directors, 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 10. 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 assets or vote of the shareholders, provided that with
respect to such a distribution the requirements of The Indiana General
Corporation Act other than shareholder approval are satisfied.
SECTION 11. 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 Indiana General Corporation Act and not specifically
prohibited or limited by these Articles.
SECTION 12. VOTE REQUIRED ON CERTAIN MATTERS.
(a) The affirmative vote of the holders of not less than two-thirds of
the outstanding shares of common stock of the Corporation shall be required
for the authorization or adoption of the following transactions:
(1) any merger or consolidation of the Corporation or any subsidiary
thereof with or into any control person, whether or not the
Corporation or any such subsidiary is the surviving corporation of
any such merger or consolidation;
(2) any sale, lease, exchange, transfer or other disposition
(including, without limitation, the granting of a mortgage or other
security interest), to a control person by the Corporation or any
subsidiary thereof, of any material part of the assets of the
Corporation or of any subsidiary thereof;
(3) a liquidation or dissolution of the Corporation or any material
subsidiary thereof or adoption of any plan with respect thereto; or
(b) Prior to the approval of any of the transactions referred to in
subsection (a) of this Section, the Board of Directors shall make an
evaluation of all relevant factors and issues arising out of or in connection
with any such transaction and shall report to the shareholders the conclusions
which the Board of Directors reaches from such evaluation. Relevant factors
and issues shall include consideration of the impact which any such
transaction would have on the community in which the Corporation or its
subsidiaries conduct 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) "Control person" shall include any person, whether an
individual, a corporation, a partnership, a group, or otherwise, who
separately or in association with one or more other persons (i)owns,
or controls the vote of, in the aggregate, directly or indirectly,
ten percent (10%) or more of the outstanding voting securities of
the Corporation, or (ii) during the twelve month period preceding
any such vote, has acquired or obtained control of the vote of five
percent (5%) or more of the voting securities of the Corporation.
(2) "Controls the vote" and "control of the vote" shall mean the
ability, directly or indirectly, to direct or cause the direction of
the vote, whether by reason of agreement, an exercisable option or
otherwise.
(3) "Voting securities of the Corporation" includes (i) any
securities of the Corporation which are entitled to vote on any
matter referred to in this Section; (ii) 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 (iii) security agreements of
any nature for which voting securities are pledged as collateral.