State of Delaware
Secretary of State
Division of Corporations
Filed 09:00 AM 10/24/02
020658533 - 2324794
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
QCR HOLDINGS, INC.
QCR 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: QCR Holdings, Inc.
2. The first sentence of Article XII of the Certificate of Incorporation of
the Corporation is hereby amended to read in its entirety as follows:
The number of directors constituting the entire board of directors
shall not be less than three nor more than twelve 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 nine until
otherwise fixed as described immediately above.
3. The following provision is hereby added to the Certificate of Incorporation
of the Corporation as a new Article XVI to read in its entirety as follows:
ARTICLE XVI
NON-STOCKHOLDER INTERESTS
In connection with the exercise of its judgment in determining what is
in the best interests of the Corporation and its stockholders when
evaluating a proposal by another person or persons to make a tender or
exchange offer for any equity security of the Corporation or any
subsidiary, to merge or consolidate with the Corporation or any
subsidiary or to purchase or otherwise acquire all or substantially
all of the assets of the Corporation or any subsidiary, the board of
directors of the Corporation may consider all of the following factors
and any other factors which it deems relevant: (A) the adequacy of the
amount to be paid in connection with any such transaction; (B) the
social and economic effects of the transaction on the Corporation and
its subsidiaries and the other elements of the communities in which
the Corporation or its subsidiaries operate or are located; (C) the
business and financial condition 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; (D) the competence, experience,
and integrity of the acquiring person or persons and its or their
management; and (E) any antitrust or other legal or regulatory issues
which may be raised by any such transaction."
4. 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 23rd day of October, 2002.
QCR HOLDINGS, INC.
By: /s/ Douglas M. Hultquist
-------------------------------
Douglas M. Hultquist, President
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