ARTICLES OF INCORPORATION
OF
PEOPLES FINANCIAL CORPORATION
The undersigned, desiring to form a corporation for profit under Chapter
1701 of the Ohio Revised Code, does hereby certify:
FIRST: The name of the corporation shall be Peoples Financial
Corporation.
SECOND: The place in Ohio where the principal office of the corporation
is to be located is 211 Lincoln Way East, City of Massillon, County of Stark,
State of Ohio, 44646.
THIRD: The purpose for which the corporation is formed is to engage in
any lawful act or activity for which corporations may be formed under Section
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH: The authorized shares of the corporation shall be eight hundred
and fifty (850) common shares, each without par value. The directors of the
corporation may adopt an amendment to the Articles of Incorporation of the
corporation in respect of any unissued or treasury shares of any class and
thereby fix or change: the division of such shares into series and the
designation and authorized number of each series; the dividend rate; the dates
of payment of dividends and the dates from which they are cumulative; the
liquidation price; the redemption rights and price; the sinking fund
requirements; the conversion rights; and the restrictions on the issuance of
shares of any class or series.
FIFTH: (A) The board of directors of the corporation shall have the power
to cause the corporation from time to time and at any time to purchase, hold,
sell, transfer or otherwise deal with (i) shares of any class or series issued
by it, (ii) any security or other obligation of the corporation which may
confer upon the holder thereof the right to convert the same into shares of
any class or series authorized by the articles of the corporation, and (iii)
any security or other obligation which may confer upon the holder thereof the
right to purchase shares of any class or series authorized by the Articles of
Incorporation of the corporation.
(B) The corporation shall have the right to repurchase, if and when any
shareholder desires to sell, or on the happening of any event is required to
sell, shares of any class or series issued by the corporation.
(C) The authority granted in this Article Fifth shall not limit the
plenary authority of the directors to purchase, hold, sell, transfer or
otherwise deal with shares of any class or series, securities or other
obligations issued by the corporation or authorized by the Articles of
Incorporation of the corporation.
SIXTH: Notwithstanding any provision of the Ohio Revised Code requiring
for any purpose the vote, consent, waiver or release of the holders of shares
of the corporation entitling them to exercise any proportion of the voting
power of the corporation or of any class or classes thereof, such action,
unless expressly otherwise provided by statute, may be taken by the vote,
consent, waiver or release of the holders of shares entitling them to exercise
not less than a majority of the voting power of the corporation or of such
class or classes; provided, however, that if the board of directors of the
corporation shall recommend against the approval of any of the following
matters, the affirmative vote of the holders of shares entitling them to
exercise not less than seventy-five percent (75%) of the voting power of any
class or classes of shares of the corporation which entitle the holders
thereof to vote in respect of any such matter as a class shall be required to
adopt:
(A) A proposed amendment to the Articles of Incorporation of the
corporation;
(B) A proposed amendment to the Code of Regulations of the
corporation;
(C) A proposal to change the number of directors by action of the
shareholders;
(D) An agreement of merger or consolidation providing for the
proposed merger or consolidation of the corporation with or
into one or more other corporations;
(E) A proposed combination of majority share acquisition involving
the issuance of shares of the corporation and requiring
shareholder approval;
(F) A proposal to sell, exchange, transfer or otherwise dispose of
all, or substantially all, of the assets, with or without the
goodwill, of the corporation; or
(G) A proposed dissolution of the corporation.
SEVENTH: Until the expiration of five years from the date of the
acquisition by the corporation of the capital stock of Peoples Federal Savings
and Loan Association of Massillon ("Peoples Federal") to be issued in
connection with the conversion of Peoples Federal from mutual to stock form,
no Person (hereinafter defined) shall directly or indirectly Offer
(hereinafter defined) to Acquire (hereinafter defined) or Acquire the
Beneficial Ownership (hereinafter defined) of more than ten percent (10%) of
any class of any equity security of the corporation; provided, however, that
such prohibition shall not apply to the purchase of shares by underwriters in
connection with a public offering, or to the purchase of up to twenty five
percent (25%) of any class of equity security of the corporation by a
tax-qualified employee stock benefit plan. In the event that any shares of the
corporation are Acquired in violation of this Article Seventh, all shares
Beneficially Owned by any Person in excess of ten percent (10%) of any class
of equity security of the corporation shall not be counted as shares entitled
to vote, shall not be voted by any Person and shall not be counted as voting
shares in connection with any matter submitted to the shareholders for a vote.
For purposes of this Article Seventh, the following terms shall have the
meaning set forth below:
(A) "Person" includes an individual, a group acting in concert, a
corporation, a partnership, an association, a joint stock
company, a trust, an unincorporated organization or similar
company, a syndicate or any other group formed for the purpose
of acquiring or disposing of the equity securities of the
corporation, but does not include any employee stock benefit
plan of the corporation or subsidiary of the corporation.
(B) "Offer" includes every offer to buy or otherwise acquire,
solicitation of an offer to sell, tender offer for, or request
or invitation for tenders of, a security or interest in a
security for value.
(C) "Acquire" includes every type of acquisition, whether effected
by purchase, exchange, operation of law or otherwise.
(D) "Acting in concert" means (i) participation in a joint activity
or conscious parallel action towards a common goal, whether or
not pursuant to an express agreement, or (ii) a combination or
pooling of voting or other interests in the securities of an
issuer for a common purpose pursuant to any contract,
understanding, relationship, agreement or other arrangement,
whether written or otherwise.
(E) "Beneficial Ownership" shall include, without limitation, (i)
all shares directly or indirectly owned by a Person, by an
Affiliate (hereinafter defined) of such Person or by an
Associate (hereinafter defined) of such Person or such
Affiliate, (ii) all shares which such Person, Affiliate or
Associate has the right to acquire through the exercise of any
option, warrant or right (whether or not currently
exercisable), through the conversion of a security, pursuant to
the power to revoke a trust, discretionary account or similar
arrangement, or pursuant to the automatic termination of a
trust, discretionary account or similar arrangement, and (iii)
all shares as to which such Person, Affiliate or Associate
directly or indirectly through any contract, arrangement,
understanding, relationship or otherwise (including, without
limitation, any written or unwritten agreement to act in
concert) has or shares voting power (which includes the power
to vote or to direct the voting of such shares) or investment
power (which includes the power to dispose or to direct the
disposition of such shares) or both.
(F) "Affiliate" shall mean a Person that directly or indirectly,
through one or more intermediaries, controls, is controlled by,
or is under common control with another Person.
(G) "Associate" of a Person shall mean (i) any corporation or
organization (other than the corporation or a subsidiary of the
corporation) of which the Person is an officer or partner or
is, directly or indirectly, the beneficial owner of ten percent
or more of any class of equity securities, (ii) any trust or
other estate, except any employee stock benefit plan, in which
the Person has a substantial beneficial interest or as to which
the Person serves as trustee or in a similar fiduciary
capacity, and (iii) any relative or spouse of the Person, or
any relative of such spouse, who has the same home as the
Person or is a director or officer of the corporation or any of
its parents or subsidiaries.
EIGHTH: No shareholder of the corporation shall have, as a matter of
right, the pre-emptive right to purchase or subscribe for shares of any class,
now or hereafter authorized, or to purchase or subscribe for securities or
other obligations convertible into or exchangeable for such shares or which by
warrants or otherwise entitle the holders thereof to subscribe for or purchase
any such shares.
IN WITNESS WHEREOF, I have hereunto signed my name this sixth day of
November, 1995.
/s/ Vincent G. Matecheck
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Vincent G. Matecheck, Incorporator