EXHIBIT 3(i)
ARTICLES OF INCORPORATION,
AS AMENDED
STATE OF MISSISSIPPI
[SHIELD APPEARS HERE]
OFFICE OF SECRETARY OF STATE
JACKSON
CERTIFICATE OF INCORPORATION
OF
CITIZENS HOLDING COMPANY
The undersigned, as Secretary of State of the State of Mississippi,
hereby certifies that duplicate originals of Articles of Incorporation for the
above named corporation duly signed and verified pursuant to the provisions of
the Mississippi Business Corporation Act, have been received in this office and
are found to conform to law.
ACCORDINGLY the undersigned, as such Secretary of State, and by virtue
of the authority vested in him by law, hereby issues this CERTIFICATE OF
INCORPORATION, and attaches hereto a duplicate original of the Articles of
Incorporation.
[SEAL Given under my hand and Seal of Office,
APPEARS this the 16th day of February 1982.
[HERE]
/s/ EDWIN LLOYD PITTMAN
-----------------------------------
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
CITIZENS HOLDING COMPANY
We, the undersigned persons of the age of twenty-one years or more,
acting as incorporators of a corporation under the Mississippi Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation:
FIRST: The name of the corporation is Citizens Holding Company.
SECOND: The period of its duration is ninety-nine (99) years.
THIRD: The specific purpose or purposes for which the corporation is
organized stated in general terms are:
Primarily, to purchase, own and hold the stock of other corporations,
and to do every act and thing covered generally by the denomination
"holding corporation" or "holding company," and especially to direct the
operations of other corporations through the ownership of stock therein;
to purchase, subscribe for, acquire, own, hold, sell, exchange, assign,
transfer, create security interest in, pledge or otherwise dispose of
shares of the capital stock, or any bonds, notes, securities or
evidences of indebtedness created by any other corporation or
corporations organized under the laws of this state or any other state
or district or country, nation or government and also bonds or evidences
of indebtedness of the United States or any other state, district,
territory, dependency or country or subdivision or municipality thereof;
to issue in exchange therefor shares of the capital stock, bonds, notes
or other obligations of the corporation and while the owner thereof to
exercise all the rights, powers and privileges of ownership including
the right to vote on any shares of stock; to promote, lend money to and
guarantee the bonds, notes, evidences of indebtedness, contracts or
other obligations of, and otherwise aid in any manner which shall be
lawful, any corporation or association of which any bonds, stocks or
other securities or evidences of indebtedness shall be held by or for
this corporation, or in which, or in the welfare of which, this
corporation shall have any interest, and to do any acts and things
permitted by law and designed to protect, preserve, improve or enhance
the value of any such bonds, stocks or other securities or evidences of
indebtedness or the property of this corporation.
And, to engage in such activities or businesses as may from time to time
be permitted by State or Federal statutes, regulations or authorities,
including, but not limited to, the business of acting as agent or broker
for insurance companies in soliciting and receiving application for any
and all types of insurance, collecting premiums and doing such other
business as may be delegated to agents or brokers by such insurance
companies and to conduct an insurance agency and insurance brokerage
business.
To do any and all things and exercise any and all powers, rights and
privileges which the corporation may now or hereafter be authorized to
do under the Mississippi Business Corporation Act.
This page conforms with the duplicate
original filed with Secretary of State.
/s/ EDWIN LLOYD PITTMAN
Secretary of State
State of Mississippi
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 150,000 of the par value of Five Dollars ($5.00) each.
FIFTH: The corporation will not commence business until consideration of
the value of at least $1,000 has been received for the issuance of shares.
SIXTH: The post office address of its initial registered office is 521
Main Street, P.O. Box 209, Philadelphia, Mississippi 39350, and the name of its
initial registered agent at such address is Steve Webb.
SEVENTH: The number of directors constituting the initial board of
directors of the corporation, which must not be less than three (3), is nine (9)
and the names and addresses of the persons who are to serve as directors until
the first annual meeting of shareholders or until their successors are elected
and shall qualify are:
NAME STREET AND POST OFFICE ADDRESS
D. Allan King P.O. Box 209, 514 Rose,
Philadelphia, MS 39350
Herman Alford P.O. Box 96, 313 West Beech,
Philadelphia, MS 39350
W.W. Dungan P.O. Box 647, 502 Church,
Philadelphia, MS 39350
Norman A. Johnson, Jr. P.O. Box 209, 506 Peebles
Philadelphia, MS 39350
George R. Mars P.O. Box 184, Woodland Hills,
Philadelphia, MS 39350
William M. Mars P.O. Box 96, 517 Holland Ave.,
Philadelphia, MS 39350
Willis R. McKee Route 1, Box 75,
Philadelphia, MS 39350
Steve Webb P.O. Box 209, 534 Poplar Ave.,
Philadelphia, MS 39350
W.G. Yates, Sr. P.O. Box 54, 450 Pecan Ave.,
Philadelphia, MS 39350
EIGHTH: The name and post office address of each incorporator is:
NAME STREET AND POST OFFICE ADDRESS
D. Allan King P.O. Box 209, 514 Rose,
Philadelphia, MS 39350
Steve Webb P.O. Box 209, 534 Poplar Ave.,
Philadelphia, MS 39350
DATED: February 15, 1982 /s/ D. ALLAN KING
--------------------------------------
D. Allan King, Incorporator
/s/ STEVE WEBB
--------------------------------------
Steve Webb, Incorporator
This page conforms with the duplicate
original filed with Secretary of State.
/s/ EDWIN LLOYD PITTMAN
Secretary of State
State of Mississippi
2
ACKNOWLEDGMENT
STATE OF MISSISSIPPI
COUNTY OF HINDS
This day personally appeared before me, the undersigned authority within
and for the aforesaid jurisdiction, D. Allan King and Steve Webb, incorporators
of the corporation known as the Citizens Holding Company who acknowledged that
they signed and executed the above and foregoing Articles of Incorporation as
their act and deed on this the 15th day of February, 1982.
/s/ DEBRA MITCHELL
--------------------------
Notary Public
My Commission Expires:
My Commission Expires Jan. 18, 1984
- -----------------------------------
(NOTARY SEAL)
This page conforms with the duplicate
original filed with Secretary of State.
/s/ EDWIN LLOYD PITTMAN
Secretary of State
State of Mississippi
3
STATE OF MISSISSIPPI
NESHOBA COUNTY
I, Bobby G. Posey, Chancery Clerk and Ex-officio Recorder in and for
said State and County, hereby certify that the foregoing instrument was filed
for record at 2:20 o'clock P.M. on the 18th day of February, 1982 and duly
recorded in Charter of Incorporation Book A-130 Pages 281-284, each inclusive of
the records of this office.
Given under my hand and seal of office, this the 18th day of February,
1982.
/s/ BOBBY G. POSEY Clerk
------------------
By: /s/ M. Croswell D.C.
-------------------
STATE OF MISSISSIPPI
[SHIELD APPEARS HERE]
OFFICE OF SECRETARY OF STATE
JACKSON
CERTIFICATE OF AMENDMENT
OF
CITIZENS HOLDING COMPANY
The undersigned, as Secretary of State of the State of Mississippi,
hereby certifies that duplicate originals of Articles of Amendment to the
Articles of Incorporation of the above corporation duly signed and verified
pursuant to the provisions of the Mississippi Business Corporation Act, have
been received in this office and are found to conform to law.
ACCORDINGLY the undersigned, as such Secretary of State, and by virtue
of the authority vested in him by law, hereby issues this Certificate of
Amendment to the Articles of Incorporation and attaches hereto a duplicate
original of the Articles of Amendment.
[SEAL Given under my hand and Seal of Office,
APPEARS this the 30th day of April 1982.
[HERE]
/s/ EDWIN LLOYD PITTMAN
-----------------------------------
SECRETARY OF STATE.
(TO BE EXECUTED IN DUPLICATE)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CITIZENS HOLDING COMPANY
Pursuant to the provisions of Section 61 of the Mississippi Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of this corporation is Citizens Holding Company.
SECOND: The following amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation on April 28, 1982, in the manner
prescribed by the Mississippi Business Corporation Act:
The Articles of Incorporation are amended to add the following ARTICLE
NINTH:
NINTH: If any person, firm, or corporation, (herein referred to as the
Tender Offeror) or any person, firm, or corporation controlling the Tender
Offeror, controlled by the Tender Offeror, or under common control with the
Tender Offeror, or any group of which the Tender Offeror or any of the foregoing
persons, firms, or corporations are members, or any other group controlling the
Tender Offeror, controlled by the Tender Offeror, or under common control with
the Tender Offeror owns of record, or owns beneficially, directly
or indirectly, more than 10% of any class of equity voting security of this
Corporation with the Tender Offeror, then any merger or consolidation of this
corporation with the Tender Offeror, or any sale, lease, or exchange of
substantially all of the assets of this Corporation or of the Tender Offeror to
the other may not be effected under the laws of Mississippi unless a meeting of
the shareholders of this Corporation is held to vote thereon and the votes of
the holders of voting securities of this Company representing not less than 80%
of the votes entitled to vote thereon, vote in favor thereof. As used herein,
the term group includes persons, firms, and corporations acting in concert,
whether or not as a formal group, and the term equity security means any share
or similar security; or any security convertible, with or without consideration,
into such a security, or carrying any warrant to subscribe to or purchase such a
security; or any such warrant or right. The foregoing provision is to require a
greater vote of shareholders than is required by Mississippi Code of 1972
Section 79-3-145 (dealing with mergers and consolidations) and Section 79-3-157
(dealing with sales, mortgages, etc. of assets outside the ordinary course of
business) and the provisions of this Article NINTH shall not be amended, changed
or repealed without a similar 80% vote of the voting securities in this
Corporation, which is a greater vote than required by Mississippi Code of 1972
Section 79-3-117 (dealing with amendments to these Articles of Incorporation).
This page conforms with the duplicate
original filed with Secretary of State.
/s/ EDWIN LLOYD PITTMAN
Secretary of State
State of Mississippi
-1-
THIRD: The number of shares of the corporation outstanding at the time
of such adoption was Two Hundred (200); and the number of shares entitled to
vote thereon was Two Hundred (200).
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:
Class Number of Shares
Common 200
FIFTH: The number of shares voted for such amendment was 200; and the
number of shares voted against such amendment was -0-.
SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively was:
Number of Shares Voted
Class For Against
Common 200 -0-
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is as follows:
No Change
This page conforms with the duplicate
original filed with Secretary of State.
/s/ EDWIN LLOYD PITTMAN
Secretary of State
State of Mississippi
-2-
EIGHTH: The manner in which such amendment effects a change in the
amount of stated capital (expressed in dollars) as changed by such amendment,
are as follows:
No Change
Dated April 28, 1982
CITIZENS HOLDING COMPANY
By /s/ STEVE WEBB
------------------------------
Steve Webb, President
By /s/ JEAN S. FULTON
------------------------------
Jean S. Fulton, Secretary
STATE OF MISSISSIPPI
COUNTY OF NESHOBA
I, Lucille M. Myatt, a notary public, do hereby certify that on this
28th day of April, 1982, personally appeared before me Steve Webb and Jean S.
Fulton, who, being by me first duly sworn, declared that they are the President
and Secretary of Citizens Holding Company, that they executed the foregoing
document as President and Secretary of the corporation, and that the statements
therein contained are true.
/s/ LUCILLE M. MYATT
-----------------------------------
Notary Public
[SEAL]
My commission expires 9/13/84
---------
(Notary Seal)
This page conforms with the duplicate
original filed with Secretary of State.
/s/ EDWIN LLOYD PITTMAN
Secretary of State
State of Mississippi
-3-
THE STATE OF MISSISSIPPI
NESHOBA COUNTY
Personally appeared before me, the undersigned authority in and for the
above state and county, Stanley Dearman, Publisher of The Neshoba Democrat, a
newspaper published in the city of Philadelphia, in aforesaid county and state,
and having a general circulation therein, AND HAVING BEEN ESTABLISHED FOR MORE
THAN 12 MONTHS NEXT PRIOR TO THE FIRST PUBLICATION OF THE ATTACHED NOTICE AND
BEING A LEGAL PUBLICATION AS DEFINED BY SENATE BILL NO. 318 OF THE LAWS OF 1936
OF THE STATE OF MISSISSIPPI, and who, being by me first duly sworn, says on oath
that the notice, a copy of which is hereto attached, was published in said
newspaper as follows, to-wit:
In Volume 101 Number 20 dated 5-20 1982
In Volume ___ Number __ dated ____ 19__
In Volume ___ Number __ dated ____ 19__
In Volume ___ Number __ dated ____ 19__
In Volume ___ Number __ dated ____ 19__
In Volume ___ Number __ dated ____ 19__
/s/ STANLEY DEARMAN
_____________________________________________ Affiant
Sworn to and subscribed before me this the 20th day of May A.D. 1982
Notary Public
_________________________________________ Title
/s/ CAROLYN M. DEARMAN
_________________________________________ Name
My commission expires December 1, 1984 (Seal)
5-27-82, 9:30 A.M. Bill: Lawyer & Growlary
Attorneys
P.O. Box 12468
Jackson, MS 39211
STATE OF MISSISSIPPI
NESHOBA COUNTY
I, Bobby G. Posey, Chancery Clerk and Ex-Officio Recorder in and for
said State and county, hereby certify that the foregoing instrument was filed
for record at 9:30 o'clock A.M. on the 27th day of May 1982, and duly recorded
in Book A-130 Page 355-359 of the records of this office.
Given under my hand and seal of office, this the 27th day of May, 1982.
/s/ BOBBY G. POSEY Clerk
------------------------------
/s/ M. CROSWELL D.C.
------------------------------
STATE OF MISSISSIPPI
[SHIELD APPEARS HERE]
OFFICE OF SECRETARY OF STATE
JACKSON
CERTIFICATE OF AMENDMENT
OF
CITIZENS HOLDING COMPANY
The undersigned, as Secretary of State of the State of Mississippi,
hereby certifies that duplicate originals of Articles of Incorporation for the
above named corporation duly signed and verified pursuant to the provisions of
the Mississippi Business Corporation Act, have been received in this office and
are found to conform to law.
ACCORDINGLY the undersigned, as such Secretary of State, and by virtue
of the authority vested in him by law, hereby issues this CERTIFICATE OF
INCORPORATION, and attaches hereto a duplicate original of the Articles of
Incorporation.
[SEAL Given under my hand and Seal of Office,
APPEARS this the 26th day of January 1983.
[HERE]
/s/ EDWIN LLOYD PITTMAN
-----------------------------------
SECRETARY OF STATE.
EXHIBIT A
(TO BE EXECUTED IN DUPLICATE)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CITIZENS HOLDING COMPANY
Pursuant to the provisions of Section 61 of the Mississippi Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is Citizens Holding Company.
SECOND: The following amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation on January 11, 1983, in the
manner prescribed by the Mississippi Business Corporation Act:
The Articles of Incorporation are amended to add the following ARTICLE
TENTH:
TENTH: Citizens Holding Company shall have the right to
purchase its own shares to the extent of its unreserved
and unrestricted earned surplus and capital surplus
available therefor.
THIRD: The number of shares of the corporation outstanding at the time
of such adoption was 99,825; and the number of shares entitled to vote thereon
was 99,825.
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:
Class (If inapplicable insert Number of Shares
"None".)
Common
FIFTH: The number of shares voted for such amendment was 74,494; and the
number of shares voted against such amendment was -0-.
This page conforms with the duplicate
original filed with Secretary of State.
/s/ EDWIN LLOYD PITTMAN
Secretary of State
State of Mississippi
SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively was:
Number of Shares Voted
Class (If inapplicable, For Against
insert "None".)
Common
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:
(If inapplicable, insert "No Change".)
No Change
EIGHTH: The manner in which such amendment effects a change in the
amount of stated capital (expressed in dollars) as changed by such amendment,
are as follows: (if inapplicable, insert, "No Change".)
No Change
Dated: January 11, 1983
CITIZENS HOLDING COMPANY
By /s/ STEVE WEBB
--------------------------------------
Steve Webb, President
By /s/ Jean S. Fulton
--------------------------------------
Secretary
This page conforms with the duplicate
original filed with Secretary of State.
/s/ EDWIN LLOYD PITTMAN
Secretary of State
State of Mississippi
STATE OF MISSISSIPPI
COUNTY OF NESHOBA
I, Lucille M. Myatt, a notary public, do hereby certify that on this
11th day of January, 1983, personally appeared before me Steve Webb and Jean S.
Fulton, who, being by me first duly sworn, declared that they are the President
and Secretary, respectively, of Citizens Holding Company, that they executed the
foregoing document as duly authorized officers of the corporation, and that the
statements therein contained are true.
/s/ LUCILLE M. MYATT
--------------------------
Notary Public
My Commission Expires:
My Commission Expires Sept. 13, 1984
- ------------------------------_-----
(NOTARY SEAL)
This page conforms with the duplicate
original filed with Secretary of State.
/s/ EDWIN LLOYD PITTMAN
Secretary of State
State of Mississippi
3
STATE OF MISSISSIPPI
NESHOBA COUNTY
I, Bobby G. Posey, Chancery Clerk and Ex-Officio Recorder in and for
said State and County, hereby certify that the foregoing instrument was filed
for record at 10:00 o'clock A.M. on the 3rd day of February, 1983 and duly
recorded in Charter of Inc. Book A-130 Page 671-675 of the records of this
office.
Given under my hand and seal of office, this the 3rd day of February,
1983.
/s/ BOBBY G. POSEY Clerk
------------------
By: /s/ M. Croswell D.C.
-------------------
ARTICLES OF AMENDMENT
(Attach conformed copy)
[X] PROFIT [ ] NONPROFIT
(Mark appropriate box)
The undersigned corporation pursuant to Section 79-4-10 06 (if a profit
corporation) or Section 79-11-300 if a nonprofit corporation of the Mississippi
Code of 1972 hereby executes the following document and sets forth
1. The name of the corporation is Citizens Holding Company
----------------------------------------------
2. Set forth the text of each amendment adopted. (Attach page.) SEE ATTACHED
3. If a profit amendment provides for an exchange, reclassification, or
cancellation of issued shares set forth the provisions for implementing the
amendment if they are not contained in the amendment itself (Attach page)
4. The amendment(s) was (were) adopted September 18, 1991
-----------------------------------------
DATE(S)
FOR PROFIT CORPORATION
(a) adopted by [ ] the incorporators [X] directors without shareholder action
and shareholder action was not required. (Check appropriate box)
FOR NONPROFIT CORPORATION
(b) adopted by [ ] board of directors [ ] incorporators without member action
and member action was not required. (Check appropriate box)
FOR PROFIT CORPORATIONS
5. If the amendment was approved by shareholders
(a) The designation, number of outstanding shares, number of votes entitled
to be cast by each voting group entitled to vote separately on the
amendment, and the number of votes of each voting group indisputably
represented at the meeting was
N/A
No. outstanding No. of votes No. of votes
Designation shares entitled to be cast indisputably represented
----------- --------------- ------------------- ------------------------
----------- ------------ ------------- ----------------
----------- ------------ ------------- ----------------
(b) Either the total number of votes cast for and against the amendment by
each voting group entitled to vote separately on the amendment was
N/A
Total no. of Total no. of
Voting group votes cast FOR votes cast AGAINST
------------ -------------- ------------------
--------- ---------- ----------
--------- ---------- ----------
or the total number of undisputed votes cast for the amendment by each voting
group was
Total no. of undisputed
Voting group votes cast FOR the plan
------------ -----------------------
-------- ------------
-------- ------------
and the number cast for the amendment by each voting group was sufficient for
approval by that voting group.
FOR NONPROFIT CORPORATIONS
6. If the amendment was approved by the members:
(a) The designation, number of memberships outstanding, number of votes
entitled to be cast by each class entitled to vote separately on the
amendment, and number of votes of each class indisputably represented at
the meeting
N/A
No. memberships No. of votes No. of votes
Designation outstanding entitled to be cast indisputably represented
----------- --------------- ------------------- ------------------------
----------- ------------ ------------- ----------------
----------- ------------ ------------- ----------------
(b) Either
(i) the total number of votes cast for and against the amendment by each
class entitled to vote separately on the amendment was
Total no. of votes cast Total no. of votes cast
Voting class FOR the amendment AGAINST the amendment
------------ ------------------------ -----------------------
-------- -------------- --------------
-------- -------------- --------------
or
(ii) the total number of undisputed votes cast for the amendment by each
class was:
Total no. of undisputed
Voting group votes cast FOR the amendment
------------ -----------------------------
-------- ------------
-------- ------------
and the number cast for the amendment by each class was sufficient for
approval by that voting group.
BY: JOE STEVE WEBB, PRESIDENT /s/ JOE STEVE WEBB, PRESIDENT
------------------------------------ ----------------------------------
Printed Name/Corporate Title Signature
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
CITIZENS HOLDING COMPANY
The following Amendment to the Articles of Incorporation for the above
referenced Corporation were adopted by the Board of Directors on September 18,
1991.
Article Four of the Articles of Incorporation is amended to read as
follows:
FOURTH: The aggregate number of shares which the corporation shall have
the authority to issue is 750,000 of the par value of One Dollars
($1.00) each.
[LETTERHEAD OF THE CITIZENS BANK APPEARS HERE]
October 23, 1991
Mr. Dick Molpus, Secretary of State
Business Services Division
P.O. Box 136
Jackson, MS 39205-0136
Dear Mr. Molpus:
We enclose herewith Articles of Amendment to Articles of Incorporation of
Citizens Holding Company, Philadelphia, MS, which we ask that you please record
and return one copy for our file.
Thank you,
Sincerely,
/s/ Lucille M. Myatt
- -------------------------
(Mrs.) Lucille M. Myatt
Secretary
LMM/s
Enclosure: Cashier's Check No. 227979
P.O. BOX 209 . PHILADELPHIA, MISSISSIPPI 39350 . PHONE (601) 656-4692
EXHIBIT 3(i) Continued
OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
ARTICLES OF AMENDMENT
The undersigned persons, pursuant to Section 79-4-10.06 (if a profit
corporation) or Section 79-11-305 (if a nonprofit corporation) of the
Mississippi Code of 1972, hereby execute the following document and set forth:
1. TYPE OF CORPORATION [SEAL]
[X] Profit Nonprofit FILED
11/20/1998
2. NAME OF CORPORATION Eric Clark
Secretary of State
Citizens Holding Company State of Mississippi
3. THE FUTURE EFFECTIVE DATE IS January 1, 1999
(COMPLETE IS APPLICABLE)
4. SET FORTH THE TEXT OF EACH AMENDMENT ADOPTED. (ATTACH PAGE)
5. IF AN AMENDMENT FOR A BUSINESS CORPORATION PROVIDES FOR AN EXCHANGE,
RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES, SET FORTH THE PROVISIONS FOR
IMPLEMENTING THE AMENDMENT IF THEY ARE NOT CONTAINED IN THE AMENDMENT ITSELF.
(ATTACH PAGE)
6. THE AMENDMENT(S) WAS (WERE) ADOPTED ON
October 27, 1998 Date(s)
FOR PROFIT CORPORATION (Check the appropriate box)
Adopted by the incorporators [X] directors without shareholder
action and shareholder action
was not required
FOR NONPROFIT CORPORATION (Check the appropriate box)
Adopted by the incorporators board of directors without
member action and member
action was not required
FOR PROFIT CORPORATION
7. IF THE AMENDMENT WAS APPROVED BY SHAREHOLDERS
(a) The designation, number of outstanding shares, number of votes entitled to
be cast by each voting group entitled to vote separately on the amendment, and
the number of votes of each voting group indisputably represented at the meeting
were
Designation No. of outstanding No. of votes entitled No. of votes
shares to be cast indisputably represented
F0012 - PAGE 2 OF 3 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
ARTICLES OF AMENDMENT
(B) EITHER
(i) the total number of votes cast for and against the amendment by each
voting group entitled to vote separately on the amendment was
Voting group Total no. of votes Total no. of votes cast
cast FOR AGAINST
OR
(ii) the total number of undistributed votes cast for the amendment by
each voting group was
Voting group Total no. of undisputed votes cast FOR the plan
and the number of votes cast for the amendment by each voting group was
sufficient for approval by that voting group.
FOR NONPROFIT CORPORATION
8. IF THE AMENDMENT WAS APPROVED BY THE MEMBERS
(a) The designation, number of memberships outstanding, number of votes
entitled to be cast by each class entitled to vote separately on the
amendment, and the number of votes of each class indisputably represented at
the meeting were
Designation No. of memberships No. of votes entitled No. of votes
outstanding to be cast indisputably represented
F0012 - PAGE 3 OF 3 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
ARTICLES OF AMENDMENT
(B) EITHER
(i) the total number of votes cast for and against the amendment by
each class entitled to vote separately on the amendment was
Voting class Total no. of votes To no. of votes cast
cast FOR AGAINST
OR
(ii) the total number of undistributed votes cast for the amendment
by each class was
Voting class Total no. of undisputed votes cast FOR the
amendment
and the number of votes cast for the amendment by each voting group was
sufficient for approval by that voting group.
By: Signature (Please keep writing within blocks)
/s/Joe Steve Webb
Printed Name Joe Steve Webb Title President
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
CITIZEN HOLDING COMPANY
The above Amendment to the Articles of Incorporation for the above
referenced Corporation were adopted by the Board of Directors on October 27,
1998, to be effective January 1, 1999.
Article Four of the Articles of Incorporation is amended to read as
follows:
FOURTH: The aggregate number of shares which the corporation shall
have the authority to issue is 3,750,000 of the par value of Twenty
Cents ($.20) per share.
CITIZENS HOLDING COMPANY
By: /s/Joe Steve Webb
-------------------------
JOE STEVE WEBB, President
EXHIBIT 3(i)
ARTICLES OF AMENDMENT
FOR CITIZENS HOLDING COMPANY
Pursuant to paragraph (d) of Section 79-4-10.07 of the Mississippi Business
Corporation Act (the "Act"), the undersigned, does hereby deliver to the
Secretary of State of Mississippi these Articles of Amendment for Citizens
Holding Company, a Mississippi profit corporation and sets forth the following:
1. That pursuant to paragraph (d)(1) of Section 79-4-10.07 of the Act, these
Articles of Amendment contain various amendments to the Articles of
Incorporation which require shareholder approval.
2. That pursuant to paragraph (d)(2) of Section 79-4-10.07 of the Act, the
undersigned does further set forth the information required by Section
79-4-10.06 of the Act as follows:
a. The name and type of corporation is: Citizens Holding Company, a
Mississippi Profit Corporation.
b. The text of the Amended Articles of Incorporation are attached hereto.
c. The amendments to the Articles of Incorporation were adopted on April
13, 1999 at the Annual Meeting of the Shareholders.
d. The amendments were voted on separately and approved by the
shareholders of the Corporation and the designation, number of
outstanding shares, number of votes entitled to be cast on the
amendments, and the number of votes indisputably represented at the
meeting were:
No. of No. of Votes No. of Votes
Outstanding entitled to be indisputably
Designation shares cast represented
- -----------------------------------------------------------------
Common 3,353,750 3,353,750 3,000,112
And the total number of votes cast for and against each of the amendments
was:
AMENDMENT NUMBER 1
The following Article Ten will be added to the Articles of Incorporation:
TENTH: The number of directors of the Corporation shall be not less than
nine (9), nor more than twenty-five (25), and the stockholders shall establish
by resolution at each annual meeting the number of directors to serve, subject
to the provisions of this Article Ten. The Corporation shall have three classes
of directors, each class to be as nearly equal in number as possible, the term
of office of directors of the first class to expire at the first annual meeting
of the shareholders after their election, that of the second class to expire at
the second annual meeting after their election, and that of the third class to
expire at the third annual meeting after their election. At each annual meeting
after such initial classification, 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 for a term of three (3) years.
Total
Total No. Of
No. Of Votes
Votes cast
cast FOR AGAINST
this this
Designation Amendment Amendment
- ---------------------------------------------------
Common 2,934,817 47,145
- ---------------------------------------------------
AMENDMENT NUMBER 2
The following Article Eleven will be added to the Articles of
Incorporation:
ELEVENTH: Directors shall be elected only at annual meetings of
shareholders, and any vacancy in the Board of Directors, however created, shall
be filled at the annual meeting succeeding the creation of such vacancy. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class elected to
fill a vacancy resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
will a decrease in the number of directors shorten the term of any incumbent
director.
Total
Total No. Of
No. Of Votes
Votes cast
cast FOR AGAINST
this this
Designation Amendment Amendment
- --------------------------------------------------
Common 2,903,507 41,315
- --------------------------------------------------
AMENDMENT NUMBER 3
The following Article Twelve will be added to the Articles of
Incorporation:
TWELFTH: The Corporation hereby elects to be governed by the provisions of
the Mississippi Control Share Act, (S)79-27-1 et. seq., and to be an "issuing
public corporation" for all purposes thereof, effective May 1, 1999.
Total
Total No. Of
No. Of Votes
Votes cast
cast FOR AGAINST
this this
Designation Amendment Amendment
- ----------------------------------------------------
Common 2,897,807 83,070
- ----------------------------------------------------
AMENDMENT NUMBER 4
The following Article Thirteen will be added to the Articles of
Incorporation:
THIRTEENTH: No member of the Board of Directors may be removed, with or
without cause, except at a meeting called in accordance with the Bylaws
expressly for that purpose and except upon a vote in favor of such removal of
the holders of seventy-five percent (75%) of the shares then entitled to vote at
an election of directors; and in the event that less than the entire Board is to
be removed, no one of the directors may be removed if the votes cast against his
removal would be sufficient to elect him if then cumulatively voted at an
election of the class of directors of which he is a part.
Total
Total No. Of
No. Of Votes
Votes cast
cast FOR AGAINST
this this
Designation Amendment Amendment
- ------------------------------------------------------
Common 2,845,597 137,830
- ------------------------------------------------------
AMENDMENT NUMBER 5
The following Article Fourteen will be added to the Articles of
Incorporation:
FOURTEENTH: The vote of shareholders required to alter, amend or repeal
Articles Ten, Eleven, Twelve or Thirteen, or to alter, amend or repeal any other
Article of the Articles of Incorporation in any respect which would or might
have the effect, direct or indirect, of modifying, permitting any action
inconsistent with, or permitting circumvention of this Article Fourteen, shall
be by the affirmative vote of at least seventy-five percent (75%) of the total
voting power of all shares of stock of the Corporation entitled to vote in the
election of directors, considered for purposes of this Article as one class.
Total
Total No. Of
No. Of Votes
Votes cast
cast FOR AGAINST
this this
Designation Amendment Amendment
- ---------------------------------------------------
Common 2,768,867 230,380
- ---------------------------------------------------
AMENDMENT NUMBER 6
Article Four of the Articles of Incorporation is amended to read as
follows:
FOURTH: The aggregate number of shares which the Corporation shall have the
authority to issue is fifteen million (15,000,000) of the par value of twenty
cents ($.20) each.
Total
Total No. Of
No. Of Votes
Votes cast
cast FOR AGAINST
this this
Designation Amendment Amendment
- -----------------------------------------------------
Common 2,819,287 179,910
- -----------------------------------------------------
and the number of votes cast for all of the above amendments was sufficient for
approval.
CITIZENS HOLDING COMPANY
BY: /s/ STEVE WEBB
----------------------------
STEVE WEBB, President