EXHIBIT 2(b)
CERTIFICATE OF AMENDMENT
by Shareholders to the Articles of Incorporation of
FOUNDATION BANCORP, INC.
- --------------------------------------------------------------------------------
(Name Of Corporation)
Laird L. Lazelle, who is:
___Chairman of the Board ___President ___Vice President (Check one)
and
Dianne K. Rabe, who is:
___Secretary ___Assistant Secretary (Check one)
of the above named Ohio corporation for profit do hereby certify that: (check
the appropriate box and complete the appropriate statements)
_____ a meeting of the shareholders was duly called for the purpose of
adopting this amendment and held on __________________, 19___ at which
meeting a quorum of the shareholders was present in person or by proxy,
and by the affirmative vote of the holders of shares entitling them to
exercise ___________% of the voting power of the corporation.
__X__ in a writing signed by all of the shareholders who would be entitled to
notice of a meeting held for that purpose, the following resolution to
amend the articles was adopted:
RESOLVED, that the Amended Articles of Incorporation of the
Corporation, a copy of which is attached hereto as Exhibit A (the
"Amended Articles"), be, and they hereby are, adopted.
IN WITNESS WHEREOF, the above named officers, acting for and on the behalf
of the corporation, have hereto subscribed their names this 14th day of
August, 1996.
By: Laird L. Lazelle
By: Dianne K. Rabe
NOTE: Ohio law does not permit one officer to sign in two capacities, Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.
EXHIBIT A
AMENDED ARTICLES OF INCORPORATION
OF
FOUNDATION BANCORP, INC.
FIRST: The name of the corporation shall be Foundation Bancorp, Inc.
SECOND: The place in Ohio where the principal office of the corporation
is to be located is the City of Cincinnati, County of Hamilton.
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 two million
(2,000,000) 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 or 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: 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.
EIGHTH: No shareholder of the corporation shall have the right to vote
his or her shares cumulatively in the election of directors of the
corporation.
NINTH: These articles of incorporation shall supersede and replace the
existing articles of incorporation of the corporation.