RESTATED ARTICLES OF INCORPORATION
OF
IOWA FIRST BANCSHARES CORP.
To the Secretary of State
of the State of Iowa:
Pursuant to the provisions of the section 496A.61 of the Iowa Business
Corporation Act, the undersigned corporation adopts the Restated Articles of
Incorporation, consisting of 5 pages, which are attached and incorporated by
reference.
The Restated Articles of Incorporation: (a) set forth the provisions of the
Articles of Incorporation of the corporation as amended; (b) have been duly
adopted as required by law; and (c) supersede the original Articles of
Incorporation of the corporation and all amendments thereto.
Dated December 15, 1983.
IOWA FIRST BANCSHARES CORP.
By: /s/ Charles S. Bullock
---------------------------------------------
Charles S. Bullock, President
ATTEST:
/s/ Judie L. Freers
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Judie L. Freers, Secretary
STATE OF IOWA, MUSCATINE COUNTY, ss.
On December 15, 1983, before the undersigned Notary Public in and for the State
of Iowa, personally appeared Charles S. Bullock and Judie L. Freers, to me
personally known; being duly sworn, they stated that they are the President and
Secretary, respectively, of the corporation executing the foregoing instrument,
that no seal has been procured by the corporation, and that the instrument was
signed on behalf of the corporation by authority of its Board of Directors; and,
as such officers, they acknowledged the execution of said instrument to be the
voluntary act and deed of the corporation, voluntarily executed by it and by
them.
ARTICLES OF INCORPORATION
OF
IOWA FIRST BANCSHARES CORP.
(As Proposed in the Amendment to be voted on April 17, 1997)
ARTICLE 1.
Section 1.01. Name. The name of the Corporation is Iowa First Bancshares Corp.
ARTICLE 2.
Section 2.01. Duration. The Corporation shall have perpetual duration.
ARTICLE 3.
Section 3.01. Purposes and Powers. The purposes for which the Corporation is
organized include the transaction of any or all lawful business for which
corporations may be incorporated under the Iowa Business Corporation Act. The
Corporation shall have unlimited power to engage in and transact, to do any
lawful act concerning or incidental to, any or all such business. The provisions
of this Section shall be liberally construed as both purposes and powers.
ARTICLE 4.
Section 4.01. Authorized Shares. The aggregate number of shares which the
Corporation shall have authority to issue is 6,500,000 shares, consisting of
500,000 shares designated as "preferred stock" or "preferred shares" with a par
value of $1.00 per share, and 6,000,000 shares designated as "common stock" or
"common shares" with no par value per share (collectively "shares").
Section 4.02. Pre-Emptive Rights Denied. No shareholder shall have any
pre-emptive right to acquire, subscribe for, or purchase any shares (whether
such shares are authorized by these Articles of Incorporation or authorized
hereafter), treasury shares, or Securities of the Corporation. All pre-emptive
rights which might otherwise exist are denied.
Section 4.03. Preferred Shares. To the extent permitted by law, the Board of
Directors is vested with the authority to establish series and to fix and
determine the variation in the relevant rights and preferences as between series
of the preferred shares.
Section 4.04. Special Meetings of Shareholders. Special meetings of the
shareholders may be called the Chairman, the President, the Board of Directors,
or shareholders holding at least ten percent of the outstanding shares of the
Corporation.
ARTICLE 5.
Section 5.01. Registered Office and Agent. The address of the initial registered
office of the Corporation is First National Bank Building, 300 East Second
Street, Muscatine, Muscatine, County, Iowa, and the name of its initial
registered agent at such address is George A. Shepley.
ARTICLE 6.
Section 6.01. Initial Board of Directors. Two Directors shall constitute the
initial Board of Directors. The persons who are to serve as Directors until the
first annual meeting of shareholders or until their successors are elected and
qualify are:
Name Address
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George A. Shepley Muscatine, Iowa 52761
Charles S. Bullock Muscatine, Iowa 52761
Section 6.02. Number of Directors. The number of Directors shall be fixed by the
By-laws, except the initial Board of Directors. The By-laws may fix the number
of Directors either by stating the number or by providing that the number of
Directors shall be the number determined by the shareholders from time to time
as provided in the By-laws.
Section 6.03. Classification of Board. The Directors shall be divided into three
classes, each of which shall be as nearly equal in the number as possible. The
term of office for each Director shall be three years. However, at the first
annual meeting of the Corporation, one class of Directors shall be elected for a
term of one year; a second class of Directors shall be elected for a two-year
term; a third class of Directors shall be elected for a three-year term.
Thereafter, all Directors shall serve three-year terms, subject to provisions in
the By-laws regarding removal of Directors, failure to elect Directors, and
resignation of Directors.
Section 6.04. Removal of Directors. At any meeting of shareholders, the
shareholders may remove any or all Directors at will, with or without cause and
with or without notice, by the vote of two-thirds of the total outstanding
shares entitled to vote. The vacancy or vacancies in the Board of Directors
caused by such removal may be filled as provided in the By-laws.
Section 6.05. Delegation; Limitation of Liability. Any or all duties and powers
of the Board of Directors (including, without limitation, the duty and power to
manage the business and affairs of the Corporation and all duties and powers
imposed of conferred by the Iowa Business Corporation Act) may be delegated by
the By-laws or by the Board of Directors to one or more officers, committees, or
persons. The liability of Directors and officers of the Corporation to the
Corporation and to any shareholder or shareholders shall be limited to or
removed to the extent provided in the By-laws.
ARTICLE 7.
Section 7.01. Incorporator. The incorporator is:
Name Address
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George A. Shepley First National Bank Building
300 East Second Street
Muscatine, Iowa 52761
ARTICLE 8.
Section 8.01. Vote Required for Action. Except as provided in Sections 6.04,
8.02, and 8.03, the affirmative vote of the holders of a majority of the total
outstanding shares entitled to vote shall be required and shall be sufficient to
adopt any motion or resolution or take any action at any meeting of shareholders
(including, without limitation, election or removal of Directors; any amendment
to the By-laws; any action with respect to which the Iowa Business Corporation
Act requires the vote or concurrence of a greater or lesser proportion of the
shares; any matter which is submitted to a vote at a meeting of shareholders,
whether or not such submission is required by law, by action of the Board of
Directors, or by agreement).
However, the By-laws may provide that action may be taken on any or all
procedural matters by the vote of a lesser proportion of the shares, even if
less than a quorum.
This Section shall not be construed to required that any matter or action be
submitted to a vote of shareholders or be authorized by the shareholders, if
such submission or authorization would not be required in the absence of this
Section.
Section 8.02. Amendments to Articles of Incorporation. The shareholders reserve
the right from time to time to amend these Articles of Incorporation by the
affirmative vote of two-thirds of the total outstanding shares entitled to vote
and in the manner now or hereafter permitted by the Iowa Business Corporation
Act or other applicable law, whether or not the amendment constitutes or results
in a fundamental change in the purposes or structure of the Corporation or in
the rights or privileges of shareholders or others or in any or all of the
foregoing. All rights and privileges or in any or all of the foregoing. All
rights and privileges of shareholders or others are subject to this reservation.
Any proposed amendment of these Articles of Incorporation may be modified or
revised in any manner and to any extent by the shareholders at the meeting at
which the proposed amendment to the Articles of Incorporation is submitted to
the shareholders. If the proposed amendment as modified or revised is adopted by
the shareholders, it shall be effective even though the modification or revision
is proposed at the meeting and was not included in the notice or summary of the
proposed amendment.
Wherever used in these Articles of Incorporation with respect to the Articles of
Incorporation, the word "amend," "amended," or "amendment" includes and applies
to the amendment, alteration, or repeal of any or all provisions of the Articles
of Incorporation or the adoption of new or restated Articles of Incorporation.
Section 8.03. Vote Required for Mergers, Consolidations, or Partial
Liquidations. The affirmative vote of two-thirds of the total outstanding shares
entitled to vote shall be required and shall be sufficient to adopt any motion
or resolution or take any action concerning the merger, consolidation, or
partial liquidation of the Corporation.
Section 8.04. By-laws. The Board of Directors shall have power to amend the
By-laws of the Corporation. However, the shareholders, by the vote required by
these Articles of Incorporation, may amend the By-laws, or direct the Board of
Directors to amend the By-laws, or repeal any amendment to the By-laws adopted
by the Board of Directors. Subject to this reservation, the procedure to amend
the By-laws shall be as provided in the By-laws. Wherever used in these Articles
of Incorporation with respect to the By-laws, the word "amend," "amended,", or
"amendment" includes and applies to the amendment, alteration, or repeal of any
or all provisions of the By-laws or the adoption of new By-laws.
Section 8.05. Effect of Articles of Incorporation and By-laws. Each shareholder,
by the act of becoming or remaining a shareholder of the Corporation or
acquiring additional shares of the Corporation, shall be deemed to have accepted
and agreed to all provisions of these Articles of Incorporation and the By-laws,
as amended from time to time. These Articles of Incorporation and the By-laws
shall constitute a contract among the shareholders and the Corporation, which
may be amended as provided in these Articles of Incorporation and by the
By-laws. All provisions of the By-laws of the Corporation shall have the same
force and effect as if such provisions were included in full in these Articles
of Incorporation. No provision of the By-laws shall be construed as having any
lesser force or effect by reason of being included in the By-laws rather than in
the Articles of Incorporation.
Any shareholder, regardless of the period of time during which he has been a
shareholder, shall have the right to examine the Articles of Incorporation and
By-laws of the Corporation in person or by agent or attorney at any reasonable
time and to make extracts. Upon written request of any shareholder, the
Corporation shall mail a copy of the Articles of Incorporation and By-laws to
him within a reasonable time.
STANLEY, LANDE, COULTER & PEARCE
A Professional Corporation
Attorneys and Counselors
First National Bank Building
Muscatine, Iowa 52761