Exhibit 4.1
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 IV of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:
The total number of shares of capital stock which the corporation shall
have authority to issue is 10,000,000 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 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 5th day of May, 2004.
QCR HOLDINGS, INC.
By: /s/Douglas M. Hultquist
-------------------------------
Douglas M. Hultquist, President
1
CERTIFICATE OF DESIGNATION
of
SERIES B JUNIOR PARTICIPATING PREFERRED STOCK
of
QCR HOLDINGS, INC.
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
QCR Holdings, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), in accordance with
the provisions of Section 103 thereof, DOES HEREBY CERTIFY:
That pursuant to the authority vested in the Board of Directors of the
Corporation (the "Board of Directors") in accordance with the provisions of the
Certificate of Incorporation of the said Corporation, the said Board of
Directors on September 4, 2003 adopted the following resolution creating a
series of 10,000 shares of Preferred Stock designated as "Series B Junior
Participating 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 B Junior Participating Preferred Stock
1. Designation and Amount. There shall be a series of Preferred Stock that
shall be designated as "Series B Junior Participating Preferred Stock," and
the number of shares constituting such series shall be 10,000. Such number
of shares may be increased or decreased by resolution of the Board of
Directors; provided, however, that no decrease shall reduce the number of
shares of Series B Junior Participating Preferred Stock to less than the
number of shares then issued and outstanding plus the number of shares
issuable upon exercise of outstanding rights, options or warrants or upon
conversion of outstanding securities issued by the Corporation.
2. Dividends and Distribution.
(A) Subject to the prior and superior rights of the holders of any shares
of any class or series of stock of the Corporation ranking prior and
superior to the shares of Series B Junior Participating Preferred
Stock with respect to dividends, the holders of shares of Series B
Junior Participating Preferred Stock, in preference to the holders of
shares of any class or series of stock of the Corporation ranking
junior to the Series B Junior Participating Preferred Stock in respect
thereof, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the first day of January,
April, July and October, in each year (each such date being referred
to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series B Junior Participating
Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $0.01 or (b) the Adjustment Number (as
defined below) times the aggregate per share amount of all cash
dividends, and the Adjustment Number times the aggregate per share
amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock, par
value $1.00 per share, of the Corporation (the "Common Stock") since
the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series B Junior
Participating Preferred Stock. The "Adjustment Number" shall initially
be 1,000. In the event the Corporation shall at any time after
September 4, 2003 (i) declare and pay any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the Adjustment Number
in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.
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(B) The Corporation shall declare a dividend or distribution on the Series
B Junior Participating Preferred Stock as provided in paragraph (A)
above immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common
Stock).
(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series B Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of
such shares of Series B Junior Participating Preferred Stock, unless
the date of issue of such shares is prior to the record date for the
first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares
of Series B Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares
of Series B Junior Participating Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share
basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of
shares of Series B Junior Participating Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which
record date shall be no more than 60 days prior to the date fixed for
the payment thereof.
3. Voting Rights. The holders of shares of Series B Junior Participating
Preferred Stock shall have the following voting rights:
(A) Each share of Series B Junior Participating Preferred Stock shall
entitle the holder thereof to a number of votes equal to the
Adjustment Number on all matters submitted to a vote of the
stockholders of the Corporation.
(B) Except as required by law, by Section 3(C) and by Section 10 hereof,
holders of Series B Junior Participating Preferred Stock shall have no
special voting rights and their consent shall not be required (except
to the extent they are entitled to vote with holders of Common Stock
as set forth herein) for taking any corporate action.
(C) If, at the time of any annual meeting of stockholders for the election
of directors, the equivalent of six quarterly dividends (whether or
not consecutive) payable on any share or shares of Series B Junior
Participating Preferred Stock are in default, the number of directors
constituting the Board of Directors of the Corporation shall be
increased by two. In addition to voting together with the holders of
Common Stock for the election of other directors of the Corporation,
the holders of record of the Series B Junior Participating Preferred
Stock, voting separately as a class to the exclusion of the holders of
Common Stock, shall be entitled at said meeting of stockholders (and
at each subsequent annual meeting of stockholders), unless all
dividends in arrears on the Series B Junior Participating Preferred
Stock have been paid or declared and set apart for payment prior
thereto, to vote for the election of two directors of the Corporation,
the holders of any Series B Junior Participating Preferred Stock being
entitled to cast a number of votes per share of Series B Junior
Participating Preferred Stock as is specified in paragraph (A) of this
Section 3. Until the default in payments of all dividends which
permitted the election of said directors shall cease to exist, any
director who shall have been so elected pursuant to the provisions of
this Section 3(C) may be removed at any time, without cause, only by
the affirmative vote of the holders of the shares of Series B Junior
Participating Preferred Stock at the time entitled to cast a majority
of the votes entitled to be cast for the election of any such director
at a special meeting of such holders called for that purpose, and any
vacancy thereby created may be filled by the vote of such holders. If
and when such default shall cease to exist, the holders of the Series
B Junior Participating Preferred Stock shall be divested of the
foregoing special voting rights, subject to revesting in the event of
each and every subsequent like default in payments of dividends. Upon
the termination of the foregoing special voting rights, the terms of
office of all persons who may have been elected directors pursuant to
said special voting rights shall forthwith terminate, and the number
of directors constituting the Board of Directors shall be reduced by
two. The voting rights granted by this Section 3(C) shall be in
addition to any other voting rights granted to the holders of the
Series B Junior Participating Preferred Stock in this Section 3.
3
4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series B Junior Participating Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on
shares of Series B Junior Participating Preferred Stock outstanding
shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any
shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series B Junior
Participating Preferred Stock;
(ii) declare or pay dividends on or make any other distributions on
any shares of stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with the Series
B Junior Participating Preferred Stock, except dividends paid
ratably on the Series B Junior Participating Preferred Stock and
all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders
of all such shares are then entitled; or
(iii) purchase or otherwise acquire for consideration any shares of
Series B Junior Participating Preferred Stock, or any shares of
stock ranking on a parity with the Series B Junior Participating
Preferred Stock, except in accordance with a purchase offer made
in writing or by publication (as determined by the Board of
Directors) to all holders of Series B Junior Participating
Preferred Stock, or to such holders and holders of any such
shares ranking on a parity therewith, upon such terms as the
Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith
will result in fair and equitable treatment among the respective
series or classes.
(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of
the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time
and in such manner.
5. Reacquired Shares. Any shares of Series B Junior Participating Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired promptly after the acquisition thereof. All
such shares shall upon their retirement become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to any conditions and restrictions on issuance set forth
herein.
6. Liquidation, Dissolution or Winding Up.
(A) Upon any liquidation, dissolution or winding up of the Corporation,
voluntary or otherwise, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series B Junior
Participating Preferred Stock unless, prior thereto, the holders of
shares of Series B Junior Participating Preferred Stock shall have
received an amount per share (the "Series B Liquidation Preference")
equal to the greater of (i) $0.01 plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, or (ii) the Adjustment Number times the
per share amount of all cash and other property to be distributed in
respect of the Common Stock upon such liquidation, dissolution or
winding up of the Corporation.
(B) In the event, however, that there are not sufficient assets available
to permit payment in full of the Series B Liquidation Preference and
the liquidation preferences of all other classes and series of stock
of the Corporation, if any, that rank on a parity with the Series B
Junior Participating Preferred Stock in respect thereof, then the
assets available for such distribution shall be distributed ratably to
the holders of the Series B Junior Participating Preferred Stock and
the holders of such parity shares in proportion to their respective
liquidation preferences.
(C) Neither the merger or consolidation of the Corporation into or with
another entity nor the merger or consolidation of any other entity
into or with the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of
this Section 6.
4
7. Consolidation, Merger, Etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the
outstanding shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case
each share of Series B Junior Participating Preferred Stock shall at the
same time be similarly exchanged or changed in an amount per share equal to
the Adjustment Number times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which
or for which each share of Common Stock is changed or exchanged.
8. No Redemption. Shares of Series B Junior Participating Preferred Stock
shall not be subject to redemption by the Corporation.
9. Ranking. The Series B Junior Participating Preferred Stock shall rank
junior to all other series of the Preferred Stock as to the payment of
dividends and as to the distribution of assets upon liquidation,
dissolution or winding up, unless the terms of any such series shall
provide otherwise, and shall rank senior to the Common Stock as to such
matters.
10. Amendment. At any time that any shares of Series B Junior Participating
Preferred Stock are outstanding, the Certificate of Incorporation of the
Corporation shall not be amended by merger, consolidation or otherwise
which would materially alter or change the powers, preferences or special
rights of the Series B Junior Participating Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of two-thirds of
the outstanding shares of Series B Junior Participating Preferred Stock,
voting separately as a class.
11. Fractional Shares. Series B Junior Participating Preferred Stock may be
issued in fractions of a share that shall entitle the holder, in proportion
to such holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all
other rights of holders of Series B Junior Participating Preferred Stock.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 30th day
of September, 2003.
QCR HOLDINGS, INC.
/s/ Todd A. Gipple
----------------------------
Executive Vice President and
Chief Financial Officer
5
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
6
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
7
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.
8
(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 9th day
of October, 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 October 9, 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 October 9, 1996.
/s/ Patty Easley
- ----------------
Patty Easley
Notary Public
9
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 28th 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
10
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
11
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.
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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.
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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.
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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: February 4, 1993.
/s/ John S. Gosma
---------------------------
John S. Gosma, Esq.
Being the sole incorporator
of the corporation.
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