CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
QUAD CITY HOLDINGS, INC.
Quad City Holdings, Inc. (hereinafter called the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, as amended does hereby certify that:
1. The name of the Corporation is: Quad City Holdings, Inc.
2. Article I of the Certificate of Incorporation of the Corporation is
hereby amended to read in its entirety as follows:
ARTICLE I
NAME
The name of the corporation is:
QCR Holdings, Inc.
3. The amendment to the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
Dated as of the 24th day of October, 2001.
QUAD CITY HOLDINGS, INC.
By: /s/ Douglas M. Hultquist
-------------------------------
Douglas M. Hultquist, President
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
QUAD CITY HOLDINGS, INC.
Quad City Holdings, Inc. (hereinafter called the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify that:
1. The name of the Corporation is: Quad City Holdings, Inc.
2. The first sentence of Article IV of the Certificate of Incorporation
of the Corporation is hereby amended to read in its entirety as
follows:
ARTICLE IV
AUTHORIZED STOCK
The total number of shares of capital stock which the corporation
shall have authority to issue is 5,000,000 shares of Common Stock, par
value $1.00 per share, and 250,000 shares of Preferred Stock, par
value $1.00 per share.
3. The amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
Dated as of the 21st day of October, 1998
QUAD CITY HOLDINGS, INC.
By: /s/Douglas M. Hultquist
--------------------------------
Douglas M. Hultquist, President
CERTIFICATE OF DESIGNATION
of
SERIES A PREFERRED STOCK
of
QUAD CITY HOLDINGS, INC.
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
QUAD CITY HOLDINGS, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware, in accordance with the provisions of
Section 103 thereof, DOES HEREBY CERTIFY:
That pursuant to the authority vested in the Board of Directors in accordance
with the provisions of the Certificate of Incorporation of the said Corporation,
the said Board of Directors on August 21,1996, adopted the following resolution
creating a series of 100 shares of Preferred Stock designated as "Series A
Preferred Stock":
RESOLVED, that pursuant to the authority vested in the Board of Directors of
this Corporation in accordance with the provisions of the Certificate of
Incorporation, a series of Preferred Stock, $1.00 par value per share, of the
Corporation be and hereby is created, and that the designation and number of
shares thereof and the voting and other powers, preferences and relative,
participating, optional or other rights of the shares of such series and the
qualifications, limitations and restrictions thereof are as follows:
Series A Preferred Stock
1. Designation and Amount. The board of directors (the "Board") of Quad
City Holdings, Inc., a Delaware corporation (the "Company"), has
designated 100 shares of the Company's authorized and unissued
preferred stock as "Series A Preferred Stock," has authorized such
shares for issuance at a price of $100,000 per share (the "Series A
Preferred Stock") and has determined that no further shares of Series
A Preferred Stock shall be issued.
2. Dividends. The Series A Preferred Stock shall accrue no dividends nor
carry any stated dividend rate.
3. Redemption. (a) At any time after the first anniversary of the
issuance of any shares of Series A Preferred Stock (the "Redemption
Date"), such shares: (i) may be redeemed at any time at the option of
the Company; or (ii) shall be redeemed if the Company sells for cash
additional shares of its common stock, $1.00 par value per share
("Common Stock"), subject to receipt in either case of all required
regulatory approvals. The proceeds of any such sales of additional
shares of Common Stock shall be used to redeem all outstanding shares
of Series A Preferred Stock on a first issued, first redeemed basis,
and with respect to all Preferred Stock issued on the same date, on a
pro rata basis. Notwithstanding anything contained herein to the
contrary, the Company shall not be required to use the cash proceeds
from the sale or issuance of any of its shares of Common Stock made
solely to its employees or directors, whether or not such sales have
been registered with the Securities and Exchange Commission on Form
S-8, or in connection with the exercise of any options or warrants or
through a dividend reinvestment plan or other form of ongoing stock
purchase plan which may be offered to the Company's stockholders from
time to time. Each issued and outstanding share of Series A Preferred
Stock shall be redeemed at an aggregate per share price equal to the
sum of: (x) $100,00; plus (y) $9,750 multiplied by a fraction the
numerator of which is the total number of calendar days the share of
Series A Preferred Stock has been issued and outstanding through the
Redemption Date, and the denominator of which is 365 (the "Redemption
Price").
(b) Not less than 30 days nor more than 60 days prior to the
Redemption Date, written notice (the "Redemption Notice") shall
be mailed, first class postage prepaid, to the holders of the
shares of the Series A Preferred Stock at their address last
shown on the records of the Company. The Redemption Notice shall
state: (i) the number of shares being redeemed; (ii) what the
Redemption Date and Redemption Price are; and (iii) that each
holder is to surrender to the Company in the manner and at the
place designated, the certificates representing the shares of
Series A Preferred Stock to be redeemed.
(c) Before any holder of shares of Series A Preferred Stock shall be
entitled to redeem any such shares for cash, it shall surrender
the certificate or certificates therefor, duly endorsed, in the
manner and at the specified in the Redemption Notice. Following
delivery of the shares of Series A Preferred Stock to be
redeemed, the Redemption Price for such shares shall be payable
to the order of the person whose name appears on such certificate
or certificates as the owner thereof, and each surrendered
certificate shall be cancelled and retired.
(d) Notwithstanding anything contained in this Section 3 to the
contrary, the Company shall not be obligated to redeem for cash
any shares of Series A Preferred Stock if such redemption would
cause the Company to be in violation of any statute, rule, order,
regulation or agreement to which the Company is a party,
including, but not limited to, any statute, rule, order,
regulation or agreement relating to minimum capital requirements.
The Company shall use its best efforts promptly to remedy any
such violation if the same has the effect of preventing the
redemption of any shares of Series A Preferred Stock, and shall
promptly complete the redemption of shares after such violation
has been cured.
4. Voting Rights. (a) The holders of each share of Series A Preferred
Stock shall not be entitled to vote, except: (i) as required by law;
and (ii) to approve the authorization or issuance of any shares of any
class or series of stock which ranks senior or on a parity with, the
Series A Preferred Stock in respect of dividends and distributions
upon the dissolution, liquidation or winding up of the Company.
(b) Notwithstanding anything contained herein to the contrary the
holders of Series A Preferred Stock shall vote as a separate
class when required by law and to approve the matters set forth
in Section 4(a)(ii). In such circumstances, the affirmative vote
of the holders of a majority (or such greater percentage as may
be required by law or the Company's certificate of incorporation
or bylaws) of the voting rights provided in this Section for the
Series A Preferred Stock, voting separately as a class, shall be
necessary to approve such proposed action by the holders of
Series A Preferred Stock.
5. Liquidation. Upon the dissolution, liquidation or winding up of the
Company, whether voluntary or involuntary, each holder of shares of
Series A Preferred Stock shall be entitled to receive out of the
assets of the Company available for distribution to stockholders, the
amount equal to the Redemption Price multiplied by the number of
shares of Series A Preferred Stock owned by such holder. In the event
the assets of the Company available for distribution to the holders of
shares of Series A Preferred Stock upon any dissolution, liquidation
or winding up of the Company shall be insufficient to pay in full all
amounts to which such holders are entitled pursuant to this paragraph,
then all of the assets of the Company to be distributed shall be
distributed ratably to the holders of Series A Preferred Stock. After
the payment to the holders of the shares of Series A Preferred Stock
of the full amounts provided for in this paragraph, the holders of
shares of Series A Preferred Stock as such shall have no right or
claim to any of the remaining assets of the Company.
IN WITNESS WHEREOF, the undersigned have executed this Certificate this ______
day of __________, 1996.
ATTEST QUAD CITY HOLDINGS, INC.
By: /s/ Douglas M. Hultquist By: /s/ Michael A. Bauer
------------------------- -----------------------
Douglas M. Hultquist Michael A. Bauer
President Chairman of the Board
STATE OF IOWA )
) SS:
COUNTY OF SCOTT )
BE IT REMEMBERED that, on ____________, 1996, before me, a Notary Public duly
authorized by law to take acknowledgement of deeds, personally came each of
Michael A. Bauer and Douglas M. Hultquist, the Chairman and President of Quad
City Holdings, Inc., respectively, who duly signed the foregoing instrument
before me and acknowledged that such signing is his respective act and deed,
that such instrument as executed is the act and deed of said corporation and
that the facts stated therein are true.
GIVEN under my hand on __________, 1996.
---------------------------
Notary Public
CERTIFICATE OF CORRECTION
of
CERTIFICATE OF INCORPORATION
of
QUAD CITY HOLDINGS, INC.
Quad City Holdings, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
1. The name of the corporation (hereinafter called the "Corporation") is
Quad City Holdings, Inc.
2. The Certificate of Incorporation of the Corporation, which was filed
by the Secretary of Delaware on February 4, 1993, is hereby corrected.
3. The inaccuracy to be corrected in said instrument is as follows: the
Certificate of Incorporation contains a typographical error in Article
XV.
4. Article XV of the Certificate of Incorporation is corrected to read as
follows:
Any action required or permitted to be taken by the holders of capital
stock of the corporation must be effected at a duly called annual or
special meeting of the holders of capital stock of the corporation and
may not be effected by any consent in writing by such holders, unless
such action is authorized by not less than 80% of the number of
directors as may be fixed from time to time, in the manner prescribed
herein, by the board of directors of the corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed
by Douglas M. Hultquist, its President, and attested by Richard R. Horst, its
Secretary, as of this ______ day of July, 1993.
QUAD CITY HOLDINGS, INC.
By: /s/ Douglas M. Hultquist
------------------------
Douglas M. Hultquist
President
ATTEST:
/s/ Richard R. Horst
- ------------------------
Richard R. Horst
Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
QUAD CITY HOLDINGS, INC.
Adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware
--------------------------------------------------------
We, Douglas M. Hultquist and Richard R. Horst, President and Secretary,
respectively, of Quad City Holdings, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware, DO
HEREBY CERTIFY THAT:
1. The Certificate of Incorporation of said corporation has been amended
as follows:
Article IV of the Certificate of Incorporation of the Corporation is
hereby amended in its entirety to read as follows:
ARTICLE IV
AUTHORIZED STOCK
The total number of shares of capital stock which the corporation shall have
authority to issue is 2,500,000 shares of Common Stock, par value $1.00 per
share, and 250,000 shares of Preferred Stock, par value $1.00 per share.
The Board of Directors is expressly authorized to adopt, from time to time, a
resolution or resolutions providing for the issue of one or more series of
Preferred Stock, with such voting powers, full or limited, or no voting powers,
and with such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolution or resolutions adopted by the
Board of Directors.
2. The foregoing amendment has been duly adopted in accordance with
provisions of the General Corporation Law of the State of Delaware by
the majority vote of all of the stockholders entitled to vote in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed
by Douglas M. Hultquist, its President, and attested by Richard R. Horst, its
Secretary, as of this ______ day of July, 1993.
QUAD CITY HOLDINGS, INC.
By: /s/ Douglas M. Hultquist
------------------------
Douglas M. Hultquist
President
ATTEST:
/s/ Richard R. Horst
- -----------------------
Richard R. Horst
Secretary
CERTIFICATE OF INCORPORATION
OF
QUAD CITY HOLDINGS, INC.
ARTICLE I
NAME
The name of the corporation is:
Quad City Holdings, Inc.
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of the corporation's registered office in the State of Delaware is
32 Loockerman Square, Suite L-100, in the City of Dover, 19901, County of Kent.
The name of the corporation's registered agent at such address is The
Prentice-Hall Corporation System, Inc.
ARTICLE III
PURPOSE
The nature of the business or purposes to be conducted or promoted by the
corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware, as
amended from time to time, or any successor thereto.
ARTICLE IV
AUTHORIZED STOCK
The total number of shares of stock which the corporation shall have authority
to issue is 1,500,000 shares of Common Stock, par value of $1.00 per share.
ARTICLE V
INCORPORATORS
The name and mailing address of the sole incorporator is as follows:
Name Mailing Address
- --------------------------------------------------------------------------------
John S. Gosma, Esq. c\o Noyes, O'Brien, Gosma & Brooke
400 North Main Street, Suite 16
Davenport, Iowa 52801
ARTICLE VI
BYLAWS
The bylaws of the corporation may be amended, altered or repealed by the
stockholders of the corporation, provided, however, that such amendment,
alteration or repeal is approved by the affirmative vote of the holders of not
less than 75% of the outstanding shares of stock of the corporation then
entitled to vote generally in the election of directors. The bylaws may also be
amended, altered or repealed by the board of directors in the manner provided in
the bylaws.
ARTICLE VII
WRITTEN BALLOTS
Election of directors need not be by written ballot unless the bylaws of the
corporation so provide.
ARTICLE VIII
AMENDMENTS
The corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation. In addition to any other
requirement for amendments, no amendment to this certificate of incorporation
shall amend, alter, change or repeal any of the provisions of Article VI,
Article XII, Article XIII, Article XIV, Article XV or this sentence of this
Article VIII unless the amendment effecting such amendment, alteration, change
or repeal shall have received the affirmative vote of the holders of shares
having at least 75% of the voting power of all outstanding stock of the
corporation entitled to vote thereon. Notwithstanding anything contained herein
to the contrary, the provisions of the immediately preceding sentence shall not
apply to any amendment, alteration, change or repeal which has been approved by
not less than 80% of the number of directors as may be fixed from time to time,
in the manner prescribed herein, by the board of directors of the corporation.
ARTICLE IX
INDEMNIFICATION
Each person who is or was a director or officer of the corporation and each
person who serves or served at the request of the corporation as a director,
officer or partner of another enterprise shall be indemnified by the corporation
in accordance with, and to the fullest extent authorized by, the General
Corporation Law of the State of Delaware, as the same now exists or may be
hereafter amended. No amendment to or repeal of this Article IX shall apply to
or have any effect on the rights of any individual referred to in this Article
IX for or with respect to acts or omissions of such individual occurring prior
to such amendment or repeal.
ARTICLE X
PERSONAL LIABILITY OF DIRECTORS
To the fullest extent permitted by the General Corporation Law of Delaware, as
the same now exists or may be hereafter amended, a director of the corporation
shall not be liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director. No amendment to or repeal of this
Article X shall apply to or have any effect on the liability or alleged
liability of any director of the corporation for or with respect to any acts or
omissions of such director occurring prior to the effective date of such
amendment or repeal.
ARTICLE XI
CERTAIN ARRANGEMENTS BETWEEN THE
CORPORATION AND ITS CREDITORS
Whenever a compromise or arrangement is proposed between this corporation and
its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provision of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
ARTICLE XII
BOARD OF DIRECTORS
The number of directors constituting the entire board of directors shall not be
less than three nor more than nine as fixed from time to time by resolution of
not less than 80% of the number of directors which immediately prior to such
proposed change had been fixed, in the manner prescribed herein, by the board of
directors of the corporation, provided, however, that the number of directors
shall not be reduced as to shorten the term of any director at the time in
office, and provided further, that the number of directors constituting the
entire board of directors shall be five until otherwise fixed as described
immediately above. Directors need not be stockholders of the corporation.
The directors of the corporation shall be divided into three classes, Class I,
Class II and Class III, as nearly equal in number as the then total number of
directors constituting the entire board of directors permits with the term of
office of one class expiring each year. At the annual meeting of stockholders in
1993, directors of Class I shall be elected to hold office for a term expiring
at the 1994 annual meeting, directors of Class II shall be elected to hold
office for a term expiring at the 1995 annual meeting and directors of Class III
shall be elected to hold office for a term expiring at the 1996 annual meeting.
Any vacancies in the board of directors for any reason, and any directorships
resulting from any increase in the number of directors, may be filled by the
board of directors, acting by a majority of the directors then in office,
although less than a quorum, and any directors so chosen shall hold office until
the next election of the class for which such directors shall have been chosen
and until their successors shall be elected and qualified. If the number of
directors is changed, any increase or decrease in the number of directors shall
be apportioned among the classes so as to maintain all classes as equal in
number as possible. At each annual meeting of stockholders after the meeting
held in 1993, the successors to the class of directors whose term shall then
expire shall be elected to hold office for a term expiring at the third
succeeding annual meeting.
Notwithstanding any other provisions of this certificate of incorporation or the
bylaws of the corporation (and notwithstanding the fact that some lesser
percentage may be specified by law, this certificate of incorporation or the
bylaws of the corporation), any director or the entire board of directors of the
corporation may be removed at any time, but only for cause and only by the
affirmative vote of the holders of not less than 75% of the outstanding shares
of stock of the corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at an annual meeting
of stockholders or at a meeting of the stockholders called for that purpose.
ARTICLE XIII
ADDITIONAL VOTING REQUIREMENTS
A. Except as otherwise expressly provided in paragraph C of this Article XIII
and notwithstanding any other provision of this certificate of
incorporation:
(a) any merger or consolidation of the corporation or of any Subsidiary
with or into any other corporation;
(b) any sale, lease, exchange or other disposition by the corporation or
any Subsidiary of assets constituting all or substantially all of the
assets of the corporation and its Subsidiaries taken as a whole to or
with any other corporation, person or other entity in a single
transaction or a series of related transactions;
(c) any issuance or transfer by the corporation or any Subsidiary, of any
voting securities of the corporation (except for voting securities
issued pursuant to a stock option, purchase, bonus or other plan for
natural persons who are directors, employees, consultants and/or
agents of the corporation or any Subsidiary) to any other corporation,
person or other entity in exchange for cash, assets or securities or a
combination thereof; and
(d) the voluntary dissolution of the corporation;
shall require the affirmative vote of the holders of shares having at
least 75% of the voting power of all outstanding stock of the
corporation entitled to vote thereon. Such affirmative vote shall be
required notwithstanding the fact that no vote or a lesser vote may be
required, or that some lesser percentage may be specified by law or
otherwise in this certificate of incorporation or by the bylaws of the
corporation.
B. For purposes of this Article XIII, the term "Subsidiary" means any entity
in which the corporation beneficially owns, directly or indirectly, more
than 75% of the outstanding voting stock. The phrase "voting security" as
used in paragraph A of this Article XIII shall mean any security which is
(or upon the happening of any event, would be) entitled to vote for the
election of directors, and any security convertible, with or without
consideration into such security or carrying any warrant or right to
subscribe to or purchase such a security.
C. The provisions of this Article XIII shall not apply to any transaction
described in clause (a), (b), (c) or (d) of paragraph A of this Article
XIII: (i) approved at any time prior to its consummation by resolution
adopted by not less than 80% of the number of directors as may be fixed
from time to time, in the manner prescribed herein, by the board of
directors of the corporation; or (ii) with any corporation of which a
majority of the outstanding shares of all classes of stock is owned of
record or beneficially by the corporation; or (iii) which is a merger with
another corporation without action by the stockholders of the corporation
to the extent and in the manner permitted from time to time by the law of
the State of Delaware.
D. The interpretation, construction and application of any provision or
provisions of this Article XIII and the determination of any facts in
connection with the application of this Article XIII, shall be made by a
majority of all of the directors of the corporation. Any such
interpretation, construction, application or determination, when made in
good faith, shall be conclusive and binding for all purposes of this
Article XIII.
ARTICLE XIV
BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS
The provisions of Section 203 of the General Corporation Law of the State of
Delaware, as the same now exists or may hereafter be amended or as such Section
203 may hereafter be renumbered or recodified, will be deemed to apply to the
corporation, and the corporation shall be subject to all of the restrictions set
forth in such Section 203.
ARTICLE XV
STOCKHOLDERS' ACTION
Any action required or permitted to be taken by the holders of capital stock of
the corporation must be effected at a duly called annual or special meeting of
the holders of capital stock of the corporation and may not be effected by any
consent in writing by such holders.
Dated: ______________________, 1993.
/s/ John S. Gosma
------------------------------
John S. Gosma, Esq.
Being the sole incorporator
of the corporation.