EXHIBIT 3.1
As amended through
June 15, 2005
RESTATED ARTICLES OF INCORPORATION
OF
AMES NATIONAL CORPORATION
TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:
Pursuant to the provisions of Section 1007 of the Iowa Business
Corporation Act, the undersigned corporation adopts the following Restated
Articles of Incorporation:
1. The name of the corporation is Ames National Corporation.
2. The text of the Restated Articles of Incorporation is as follows:
ARTICLE I
The name of the corporation is Ames National Corporation.
ARTICLE II
The corporation shall have perpetual duration.
ARTICLE III
The corporation shall have unlimited power to engage in, and to do any
lawful act concerning, any and all lawful business for which corporations may be
organized under the Iowa Business Corporation Act.
ARTICLE IV
The aggregate number of shares of stock which the corporation is
authorized to issue is Eighteen Million (18,000,000) shares of common stock with
each share having a par value of Two Dollars ($2.00). The common stock shall
have unlimited voting rights and shall be entitled to the net assets of the
corporation upon dissolution.
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ARTICLE V
The total number of directors of the corporation shall be divided into
three classes, each class to be as nearly equal in number as possible,
determined by terms expiring in successive years. At each annual meeting of
shareholders, the number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the third succeeding annual meeting. No decrease in the number of directors
shall shorten the term of any incumbent director. Each director shall serve
until a successor is duly elected and qualified, or until his or her death,
resignation or removal. The total number of directors of the corporation shall
be determined in accordance with the bylaws of the corporation.
ARTICLE VI
A director of the corporation shall not be liable to the corporation or its
shareholders for money damages for any action taken, or any failure to take any
action, as a director, except liability for any of the following: (i) the amount
of a financial benefit received by a director to which the director is not
entitled; (ii) an intentional infliction of harm on the corporation or the
shareholders; (iii) a violation of Section 490.833 of the Iowa Business
Corporation Act; or (iv) an intentional violation of criminal law. If the Iowa
Business Corporation Act is hereafter amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation, in addition to the limitation on personal liability
provided herein, shall be eliminated or limited to the extent of such amendment,
automatically and without any further action, to the fullest extent permitted by
law. Any repeal or modification of this Article by the shareholders of the
corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability or any other right or protection of a
director of the corporation with respect to any state of facts existing at or
prior to the time of such repeal or modification.
ARTICLE VII
The corporation hereby elects to be subject to Section 1110 of the Iowa
Business Corporation Act (Iowa Code Section 490.1110) entitled "Business
Comminations with Interested Shareholders" as the same exists on the effective
date of the Restated Articles of Incorporation or as may hereafter be amended or
changed. No action may be taken to amend, alter, change or repeal, directly or
indirectly, this Article VII of the Restated Articles of Incorporation unless at
least two-thirds of the votes then entitled to be cast at a meeting of the
corporation's shareholders (exclusive of the votes of any "Interested
Shareholder" as defined in Section 1110 (3) (e) of the Iowa Business Corporation
Act) are voted in favor of such action.
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ARTICLE VIII
The corporation shall indemnify a director or officer of the corporation
for liability (as such term is defined in Section 490.850(5) of the Iowa
Business Corporation Act) for any action taken, or any failure to take any
action, as a director or officer, except liability for any of the following: (i)
receipt of a financial benefit to which the director or officer is not entitled;
(ii) an intentional infliction of harm on the corporation or the shareholders;
(iii) a violation of Section 490.833 of the Iowa Business Corporation Act; or
(iv) an intentional violation of criminal law. Without limiting the foregoing,
the corporation shall exercise all of its permissive powers as often as
necessary to indemnify and advance expenses to its directors and officers to the
fullest extent permitted by law. If the Iowa Business Corporation Act is
hereafter amended to authorize broader indemnification, then the indemnification
obligations of the corporation shall be deemed amended automatically and without
any further action to require indemnification and advancement of funds to pay
for or reimburse expenses of its directors and officers to the fullest extent
permitted by law. Any repeal or modification of this Article by the shareholders
of the corporation shall be prospective only and shall not adversely affect any
indemnification obligations of the corporation with respect to any state of
facts existing at or prior to the time of such repeal or modification.
3. The duly adopted Restated Articles of Incorporation supersede the original
articles of incorporation and all amendments thereto.
4. The Restated Articles of Incorporation amend the articles of incorporation,
thus requiring shareholder approval. The Restated Articles of Incorporation were
approved by the shareholders of the corporation at a duly called and held
meeting on April 23, 2001. The designation, number of outstanding shares, number
of votes entitled to be cast by each voting group entitled to vote separately on
the Restated Articles of Incorporation and the number of votes of each voting
group indisputably represented at the meeting was as follows:
VOTES VOTES
DESIGNATION SHARES ENTITLED TO REPRESENTED
OF GROUP OUTSTANDING BE CAST AT MEETING
- ----------- ----------- ----------- ------------
Common Stock 3,122,293 3,122,293 2,221,073
5. The total number of undisputed votes cast for the Restated Articles of
Incorporation by each voting group was:
VOTING GROUP VOTES FOR
------------ ---------
Common Stock 2,221,073
The number of votes cast for the Restated Articles of Incorporation by
each voting group was sufficient for approval by that voting group.
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Dated this 23rd day of April, 2001.
AMES NATIONAL CORPORATION
By: /s/ Daniel L. Krieger
----------------------------
Daniel L. Krieger, President
By: /s/ John P. Nelson
-------------------------
John P. Nelson, Secretary
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