EXHIBIT 3(i)
ARTICLES OF INCORPORATION
OF
FIRSTBANK CORPORATION
(Composite as Amended through May 9, 1997)
ARTICLE I
The name of the corporation is
FIRSTBANK CORPORATION
ARTICLE II
The purpose of the corporation is to engage in any one or more
lawful acts or activities within the purposes for which corporations may be
organized under the Business Corporation Act, and carry on the business of
a bank holding company under all applicable laws.
ARTICLE III
The total authorized capital stock of the corporation is ten
million (10,000,000) shares of common stock, all of one class with equal
voting rights, and three hundred thousand (300,000) shares of preferred
stock.
The following provisions are applicable to the authorized stock
of the corporation:
(a) Provisions Applicable To Common Stock:
(i) All shares of common stock shall be of one class. Each
holder of common stock shall be entitled to one vote for each
share held by such person.
(ii) Subject to the preferential dividend rights, if any,
applicable to shares of preferred stock and subject to applicable
requirements, if any, with respect to the setting aside of sums
for purchase, retirement, or sinking funds for preferred stock,
the holders of common stock shall be entitled to receive, to the
extent permitted by law, such dividends as may be declared from
time to time by the board of directors.
(iii) In the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets, or winding up
of the corporation, after distribution in full of the
preferential amounts, if any, to be distributed to the holders
of shares of preferred stock, holders of common stock shall be
entitled to receive all of the remaining assets of the
corporation of whatever kind available for distribution to
shareholders ratably in proportion to the number of shares of
common stock held by them. The board of directors may distribute
in kind to the holders of common stock such remaining assets of
the corporation or may sell, transfer, or otherwise dispose of
all or any part of such remaining assets to any person and may
sell all or any part of the consideration so received and
distribute any balance thereof in kind to holders of common
stock. The merger or consolidation of the corporation into or
with any other corporation, or the merger of any other
corporation into it, or any purchase or redemption of shares of
stock of the corporation of any class, shall not be deemed to be
a dissolution, liquidation, or winding up of the corporation for
the purposes of this paragraph.
(b) Provisions Applicable To Preferred Stock:
(i) PROVISIONS TO BE FIXED BY THE BOARD OF DIRECTORS:
The board of directors is expressly authorized at any
time, and from time to time, to provide for the issuance of
shares of preferred stock in one or more series, each with such
voting powers, full or limited, or without voting powers, and
with such designations, preferences, and relative, participating,
conversion, optional, or other rights, and such qualifications,
limitations, or restrictions thereof, as shall be stated in the
resolution or resolutions providing for the issue thereof adopted
by the board of directors, and as are not stated in these
Articles, or any amendments thereto, including (but without
limiting the generality of the foregoing) the following:
(1) The distinctive designation and number of shares
comprising such series, which number may (except where
otherwise provided by the board of directors in creating
such series) be increased or decreased (but not below the
number of shares then outstanding) from time to time by
action of the board of directors.
(2) The dividend rate or rates on the shares or such
series and the relation which such dividends shall bear to
the dividends payable on any other class of capital stock or
on any other series of preferred stock, the terms and
conditions upon which and the periods in respect of which
dividends shall be payable, whether and upon what conditions
such dividends shall be cumulative and, if cumulative, the
date or dates from which dividends shall accumulate.
-2-
(3) Whether the shares of such series shall be
redeemable, and, if redeemable, whether redeemable for cash,
property, or rights, including securities of any other
corporation, and whether redeemable at the option of the
holder or the corporation or upon the happening of a
specified event, the limitations and restrictions with
respect to such redemption, the time or times when, the
price or prices or rate or rates at which, the adjustments
with which and the manner in which such shares shall be
redeemable, including the manner of selecting shares of such
series for redemption if less than all shares are to be
redeemed.
(4) The rights to which the holders of shares of such
series shall be entitled, and the preferences, if any, over
any other series (or of any other series over such series),
upon the voluntary of involuntary liquidation, dissolution,
distribution, or winding up of the corporation, which rights
may vary depending on whether such liquidation, dissolution,
distribution, or winding up is voluntary or involuntary,
and, if voluntary, may vary at different dates.
(5) Whether the shares of such series shall be subject
to the operation of a purchase, retirement, or sinking fund
and, if so, whether and upon what conditions such fund shall
be cumulative or noncumulative, the extent to which and the
manner in which such fund shall be applied to the purchase
or redemption of the shares of such series for retirement or
to other corporation purposes and the terms and provisions
relative to the operation thereof.
(6) Whether the shares of such series shall be
convertible into or exchangeable for shares of any other
class or of any other series of any class of capital stock
of the corporation, and, if so convertible or exchangeable,
the price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same, and
any other terms and conditions of such conversion or
exchange.
(7) The voting powers, full and/or limited, if any, of
the shares of such series, and whether and under what
conditions the shares of such series (alone or together with
the shares of one or more other series having similar
provisions) shall be entitled to vote separately as a single
class for the election of one or more additional directors
of the corporation in case of dividend arrearages.
-3-
(8) Whether the issuance of any additional shares of
such series, or of any shares of any other series, shall be
subject to restrictions as to issuances, or as to the
powers, preferences, or rights of any such other series.
(9) Any other preferences, privileges, and powers and
relative, participating, optional, or other special rights,
and qualifications, limitations, or restrictions of such
series, as the board of directors may deem advisable and as
shall not be inconsistent with the provisions of these
Articles.
(ii) PROVISIONS APPLICABLE TO ALL PREFERRED STOCK:
(1) All preferred stock shall rank equally and be
identical in all respects except as to the matters permitted
to be fixed by the board of directors, and all shares of any
one series thereof shall be identical in every particular
except as to the date, if any, from which dividends on such
shares shall accumulate.
(2) Each share of preferred stock for which voting
powers are provided by the board of directors shall have not
more than one vote on all matters upon which holders of
common stock may vote. Shares of preferred stock for which
voting powers are provided by the board of directors shall
be treated with shares of common stock as a single class of
shares for all voting purposes except to the extent that a
class vote is provided by law and except that the board of
directors may provide for shares of any class or series of
preferred stock to have the power to vote separately as a
single class for the election of one or more additional
directors in case of dividend arrearages.
(3) Each share of preferred stock shall have a stated
value of not less than Ten Dollars ($10) per share.
(4) Shares of preferred stock redeemed, converted,
exchanged, purchased, retired, or surrendered to the
corporation, or which have been issued and reacquired in any
manner, may, upon compliance with any applicable provisions
of the Michigan Business Corporation Act, be given the
status of authorized and unissued shares of preferred stock
and may be reissued by the board of directors as part of the
series of which they were originally a part or may be
reclassified into and reissued as part of a new series or as
a part of any other series, all subject to the protective
conditions or restrictions of any outstanding series of
preferred stock.
-4-
ARTICLE IV
The address (which is the mailing address) of the initial
registered office of the corporation is 311 Woodworth Avenue, P.O. Box 1029,
Alma, Michigan 48801.
The name of the resident agent at the registered office is
JOHN A. McCORMACK.
ARTICLE V
The name and address of the incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
Jeffry L. Rogers 311 Woodworth Avenue
P.O. Box 191
Alma, Michigan 48801
ARTICLE VI
When a compromise or arrangement or a plan of reorganization of
this corporation is proposed between this corporation and its creditors or
any class of them or between this corporation and its shareholders or any
class of them, a court of equity jurisdiction within the state, on
application of this corporation or of a creditor or shareholder thereof, or
on application of a receiver appointed for the corporation, may order a
meeting of the creditors or class of creditors or of the shareholders or
class of shareholders a to be affected by the proposed compromise or
arrangement or reorganization, to be summoned in such manner as the court
directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, or of the shareholders or class of
shareholders to be affected by the proposed compromise or arrangement or a
reorganization, agree to a compromise or arrangement or a reorganization of
this corporation as a consequence of the compromise or arrangement, the
compromise or arrangement and the reorganization, if sanctioned by the
court to which the application has been made, shall be binding on all the
creditors or class of creditors, or on all the shareholders or class of
shareholders and also on this corporation.
ARTICLE VII
No action required to be taken or which may be taken at any
annual or special meeting of shareholders of the corporation may be taken
-5-
without a meeting, and the power of shareholders to consent in writing,
without a meeting, to the taking of any action is specifically denied.
ARTICLE VIII
The board of directors may, by resolution or resolutions, confer
upon the holders of any bonds issued or to be issued by the corporation as
part of the terms of such bonds, rights to inspect the corporate books and
records and to vote in the election of directors and on any other matters
on which shareholders of the corporation by vote, to the extent, in the
manner, and subject to the conditions prescribed in such resolution or
resolutions.
ARTICLE IX
The corporation shall indemnify its present and past director,
officers, employees, and agents, and such other persons as it shall have
the power to indemnify, to the full extent permitted under, and subject to
the limitations of, the Michigan Business Corporation Act.
ARTICLE X
The board of directors shall be divided into three classes as
nearly equal in number as possible, with the term of office of one class
expiring each year. At each annual meeting of shareholders a number of
directors equal to the number of the class whose term expires at the time
of the meeting shall be elected to hold office until the third succeeding
annual meeting of shareholders. During the intervals between annual
meetings of shareholders, any vacancy occurring in the board of directors
caused by resignation, removal, death or other incapacity, and any newly
created directorships resulting from an increase in the number of
directors, shall be filled by a majority vote of the directors then in
office, whether or not a quorum. Each director chosen to fill a vacancy
shall hold office for the unexpired term in respect of which such vacancy
occurred. Each director chosen to fill a newly created directorship shall
hold office until the next election of the class for which such director
shall have been chosen. When the number of directors is changed, any newly
created directorships or any decrease in directorships shall be so
apportioned among the classes as to make all classes as nearly equal in
number as possible.
Nominations for the election of directors may be made by the
board of directors or by any shareholder entitled to vote for the election
of directors. All nominations shall be made by notice in writing,
delivered or mailed to the secretary of the corporation not less than ten
days nor more than fifty days prior to any meeting of shareholders called
for the election of directors. Nominations not complying with this Article
shall be disregarded.
-6-
Any director may be removed from office as a director at any
time, but only for cause, by the affirmative vote of shareholders of record
holding a majority of the outstanding shares of stock of the corporation
entitled to vote in elections of directors given at a meeting of the
shareholders called for that purpose.
ARTICLE XI
(A) Except as set forth in paragraph (B) of this Article, the
affirmative vote or consent of the holders of not less than seventy-five
percent (75%) of the outstanding shares of stock of this corporation
entitled to vote in elections of directors shall be required:
(1) to adopt any agreement for, or to approve, the merger
or consolidation of this corporation or any subsidiary with or
into any other person,
(2) to authorize any sale, lease, transfer, exchange,
mortgage, pledge or other disposition to any other person of all
or substantially all of the assets of this corporation or any
subsidiary, or
(3) to authorize the issuance or transfer by this
corporation or any subsidiary of any voting securities or
securities convertible into voting securities of this corporation
or any subsidiary in exchange or payment for the securities or
assets of any other person, if such authorization is otherwise
required by law or by any other agreement between this
corporation and any national securities exchange or by any other
agreement to which the corporation or any subsidiary is a party,
if in any such case, as of the record date for the determination
of shareholders entitled to notice thereof and to vote thereon or
consent thereto, such other person is, or at any time within the
preceding twelve months has been, the beneficial owner of five
percent (5%) or more of the outstanding shares of stock of the
corporation entitled to vote in elections of directors. If such
other person is not, and has not been, such a five percent (5%)
beneficial owner, the provisions of this paragraph (A) shall not
apply, and the provisions of Michigan law shall apply.
(B) The provisions of paragraph (A) of this Article shall not apply,
and the provisions of Michigan law shall apply, to (1) any transactions
described therein if the board of directors by resolution shall have
approved a memorandum of understanding with such other person setting forth
the principal terms of such transaction and such transaction is
substantially consistent therewith, provided that a majority of those
members of the board of directors voting in favor of such resolution were
duly elected and acting members of the board of directors prior to the time
-7-
such other person became the beneficial owner of five percent (5%) or more
of the outstanding shares of stock of the corporation entitled to vote in
elections of directors; or (2) any transaction described therein if such
other person is a corporation of which a majority of the outstanding shares
of all classes of stock entitled to vote in elections of directors is owned
of record or beneficially by the corporation or its subsidiaries.
(C) The affirmative vote or consent of the holders of not less than
seventy-five percent (75%) of the outstanding shares of stock of the
corporation entitled to vote in elections of directors, voting for purposes
of this Article as one class, shall be required for the adoption of any
plan for the dissolution of the corporation if the board of directors shall
not have, by resolution adopted by the unanimous vote of all directors then
in office, recommended to the shareholders the adoption of such plan for
dissolution of the corporation. If the board of directors shall have so
recommended to the shareholders such plan for dissolution of the
corporation, the provisions of Michigan law shall apply.
(D) For of this article,
(1) any specified person shall be deemed to be the
"beneficial owner" of shares of stock of the corporation (a)
which such specified person or any of its affiliates or
associates owns directly or indirectly, whether of record or not,
(b) which such specified person or any of its affiliates or
associates has the right to acquire pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or
otherwise, or (c) which are beneficially owned, directly or
indirectly (including shares deemed owned through application of
clauses (a) and (b) above), by any other person with such
specified person or any of its affiliates or associates has any
agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of stock of the
corporation;
(2) a "subsidiary" is any corporation more than forty-nine
percent (49%) of the voting securities of which are owned,
directly or indirectly, by the corporation;
(3) a "person" is any individual, corporation or other
entity;
(4) an "affiliate" of a specified person is any person that
directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with,
the specified person; and
(5) an "associate" of a specified person is (a) any person
of which such specified person is an officer or partner or is,
-8-
directly or indirectly, the beneficial owner of ten percent (10%)
or more of any class of equity securities, (b) any trust or other
estate in which such specified person has a substantial
beneficial interest or as to which such specified person serves
as trustee or in a similar capacity, or (c) or any relative or
spouse of such specified person, or any relative of such spouse,
who has the same home as such specified person or any corporation
which controls or is controlled by such specified person.
(E) For purposes of determining whether a person owns beneficially
five percent (5%) or more of the outstanding shares of the corporation
entitled to vote in elections of directors, the outstanding shares of stock
of the corporation shall include shares deemed owned through application of
clauses (a), (b) or (c) in paragraph (D)(1) above but shall not include any
other shares which may be issuable pursuant to any agreement or upon
exercise of conversion rights, warrants or options, or otherwise.
(F) The board of directors shall have the power and duty to
determine, for purpose of this Article, on the basis of information known
to such board:
(1) whether any person referred to in paragraph (A) of this
Article owns beneficially five percent (5%) or more of the
outstanding shares of stock of the corporation entitled to vote
in elections of directors; and
(2) whether a proposed transaction is substantially
consistent with any memorandum of understanding of the character
referred to in paragraph (B) of this Article.
ARTICLE XII
The corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation, and to
add additional articles hereto, in the manner now or hereafter prescribed
by statute, and all rights conferred upon shareholders herein are granted
subject to this reservation; provided, that:
(A) No amendment to these Articles of Incorporation shall amend,
modify or repeal any or all of the provisions of Article XI or Article XII
of these Articles of Incorporation unless so adopted by the affirmative
vote or consent of the holders of not less than seventy-five percent (75%)
of the outstanding shares of stock of the corporation entitled to vote in
elections of directors, considered for purposes of the Article as a class,
and
(B) No amendment to these Articles of Incorporation shall amend,
modify or repeal any or all of the provisions of Article VIII of these
-9-
Articles of Incorporation, and the shareholders of the corporation shall
not have the right to alter or repeal any or all provisions of the Bylaws
of the corporation, unless so adopted by the affirmative vote or consent of
the holders of not less than seventy-five percent (75%) of the outstanding
shares of stock of the corporation entitled to vote in elections of
directors, considered for purposes of the Article as a class; provided,
however, that in the event the board of directors of the corporation shall
be resolution adopted by a majority of the directors then in office
recommend to the shareholders the adoption of any such amendment of a
nature described in this paragraph (B), the affirmative vote or consent of
the shareholders of record holding a majority of the outstanding shares of
stock of the corporation entitled to vote in elections of directors shall
suffice for the adoption of such amendment.
ARTICLE XIII
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of the
director's fiduciary duty. However, this Article XIII shall not eliminate
or limit the liability of a director for any breach of duty, act or
omission for which the elimination or limitation of liability is not
permitted by the Business Corporation Act, as amended from time to time.
No amendment to or alteration, modification or repeal of this Article XIII
shall apply to or have any effect on the liability of any director of the
corporation with respect to any act or omission of such director occurring
prior to such amendment, alteration, modification or repeal. This
Article XIII shall not be amended, altered, modified or repealed except
upon the affirmative vote of 80% of the outstanding shares of voting stock,
or such lesser amount (rounded down to the nearest 5%) as shall have voted,
in person or by proxy, to approve this Article XIII.
-10-