EXHIBIT 3
RESTATED ARTICLES OF INCORPORATION
OF
SHORELINE FINANCIAL CORPORATION
(Composite as amended through May 14, 1998)
ARTICLE I
The name of the corporation is
Shoreline Financial 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 Michigan Business Corporation Act.
ARTICLE III
The total authorized capital stock of the corporation is fifteen
million (15,000,000) shares of common stock, all of one class with equal
voting rights, and one million (1,000,000) 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 him.
(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 stockholders 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 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.
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(2) The dividend rate or rates on the shares of
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.
(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 or involuntary
liquidation, dissolution, 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
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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 or other specified events, or
upon other matters.
(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 issuance, 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) 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
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protective conditions or restrictions of any
outstanding series preferred stock.
ARTICLE IV
The address (which is the mailing address) of the current
registered office of the corporation is 823 Riverview Drive, Benton Harbor,
Michigan 49022.
The name of the current resident agent at the registered office
is Mr. Dan L. Smith.
ARTICLE V
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 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 (3/4) 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 VI
Members of the Board of Directors of the corporation shall be
selected, replaced, and removed as follows:
(a) NUMBER OF DIRECTORS. The number of the directors of
the corporation shall be fixed from time to time by resolution
adopted by the affirmative vote of at least two-thirds (2/3) of
the entire Board of Directors but shall not be less than three.
(b) CLASSIFICATION. The Board of Directors shall be
divided into three classes as nearly equal in number as possible,
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with the term of office of one class expiring each year. At each
annual meeting of the shareholders, the successors of the class
of directors whose term expires at that meeting shall be elected
to hold office for a term expiring at the annual meeting of
shareholders held in the third year following the year of their
election.
(c) NOMINATIONS OF DIRECTOR CANDIDATES.
(i) Nominations of candidates for election for
directors of the corporation at any meeting of shareholders
called for election of directors (an "Election Meeting") may
be made by the Board of Directors or by any stockholder
entitled to vote at such Election Meeting.
(ii) Nominations made by the Board of Directors shall
be made at a meeting of the Board of Directors, or by
written consent of the directors in lieu of a meeting, not
less than 20 days prior to the date of the Election Meeting,
and such nominations shall be reflected in the minute books
of the corporation as of the date made.
(iii) Any shareholder who intends to make a nomination
at the Election Meeting shall deliver, not less than 120
days prior to the date of the Election Meeting in the case
of an annual meeting, and not more than 7 days following the
date of notice of the meeting in the case of a special
meeting, a notice to the Secretary of the corporation
setting forth (1) the name, age, business address and
residence address of each nominee proposed in such notice;
(2) the principal occupation or employment of each such
nominee; (3) the number of shares of capital stock of the
corporation which are beneficially owned by each such
nominee; (4) a statement that each such nominee is willing
to be nominated; and (5) such other information concerning
each such nominee as would be required under the rules of
the Securities and Exchange Commission in a proxy statement
soliciting proxies for the election of such nominees.
(iv) If the chairman of the Election Meeting determines
that a nomination was not made in accordance with the
foregoing procedures, such nomination shall be void and,
upon the chairman's instruction, all votes cast in favor of
a person so nominated shall be disregarded.
(d) VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to
the rights of the holders of any series of preferred stock then
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outstanding, any vacancy occurring in the Board of Directors
caused by resignation, removal, death, disqualification, 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 directors then in office, whether or not a
quorum. Each director chosen to fill a vacancy or a newly
created directorship shall hold office until the next election of
directors by the shareholders. When the number of directors is
changed, any newly created or eliminated directorships shall be
so apportioned by the Board of Directors among the classes as to
make all classes as nearly equal in number as possible. No
decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
(e) REMOVAL. Any director may be removed from office at
any time, but only for cause, and only if removal is approved as
set forth below.
Except as may be provided otherwise by law, cause for
removal shall be construed to exist only if: (i) the director
whose removal is proposed has been convicted of a felony by a
court of competent jurisdiction and such conviction is no longer
subject to direct appeal; (ii) such director has been adjudicated
by a court of competent jurisdiction to be liable for negligence
or misconduct in the performance of his duty to the corporation
in a matter of substantial importance to the corporation and such
adjudication is no longer subject to direct appeal; (iii) such
director has become mentally incompetent, whether or not so
adjudicated, which mental incompetency directly affects his
ability as a director of the corporation; (iv) such director's
actions or failure to act are deemed by the Board of Directors to
be in derogation of the director's duties; or (v) such director's
removal is required or recommended by the Board of Governors of
the Federal Reserve System or its delegate.
Whether cause for removal exists shall be determined by
the affirmative vote of two-thirds (2/3) of the total number of
directors. Any action to remove a director pursuant to (i) or
(ii) above shall be taken within one year of such conviction or
adjudication. For purposes of this paragraph, the total number
of directors will not include the director who is the subject of
the removal determination, nor will such director be entitled to
vote thereon.
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ARTICLE VII
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 VII 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 Michigan Business Corporation Act, as amended from time to
time. No amendment, alteration, modification or repeal of this Article VII
shall 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.
ARTICLE VIII
Directors of the corporation shall be indemnified as of right to
the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative
action, suit or proceeding (whether brought by or in the name of the
corporation, a subsidiary, or otherwise) arising out of their service as a
director or in any other capacity to the corporation or a subsidiary, or to
another organization at the request of the corporation or a subsidiary.
Persons who are not directors of the corporation may be similarly
indemnified in respect of such service to the extent authorized at any time
by the board of directors of the corporation. The corporation may purchase
and maintain insurance to protect itself and any such director or other
person against any liability asserted against him and incurred by him in
respect of such service whether or not the corporation would have the power
to indemnify him against such liability by law or under the provisions of
this paragraph. The provisions of this Article VIII shall be applicable to
actions, suits or proceedings, whether arising from acts or omissions
occurring before or after the adoption hereof, and to directors and other
persons who have ceased to render such service, and shall inure to the
benefit of the heirs and personal representatives of the directors, and
other persons referred to in this paragraph.
ARTICLE IX
The Board of Directors shall not initiate, approve, adopt, or
recommend any offer of any party other than the corporation to make a
tender or exchange offer for any equity security of the corporation, or to
engage in any Business Combination, as defined in paragraph (b) below,
unless and until it shall have first evaluated the proposed offer and
determined in its judgment that the proposed offer would be in compliance
with all applicable laws. In evaluating a proposed offer to determine
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whether it would be in compliance with law, the Board of Directors shall
consider all aspects of the proposed offer, including the manner in which
the offer is proposed to be made, the documents proposed for the
communication of the offer, and the effects and consequences of the offer
if consummated, in light of the laws of the United States of America and
affected states and foreign countries. In connection with this evaluation,
the Board may seek and rely upon the opinion of independent legal counsel,
and may test the legality of the proposed offer in any state, federal or
foreign court or before any state, federal or foreign administrative agency
which may have jurisdiction. If the Board of Directors determines in its
judgment that a proposed offer would be in compliance with all applicable
laws, the Board of Directors shall then evaluate the proposed offer and
determine whether the proposed offer is in the best interests of the
corporation and its shareholders, and the Board of Directors shall not
initiate, approve, adopt or recommend any such offer which in its judgment
would not be in the best interests of the corporation and its shareholders.
(a) FACTORS. In evaluating a proposed offer to determine
whether it would be in the best interests of the corporation and
its shareholders, the Board of Directors shall consider all
factors which it deems relevant including:
(i) The fairness of the consideration to be received
by the corporation and its shareholders under the proposed
offer, taking into account the trading price of the
corporation's stock immediately prior to the announcement of
the proposed offer, the historical trading prices of the
corporation's stock, the price that might be achieved in a
negotiated sale of the corporation as a whole, premiums over
the trading price of their securities which have been
proposed or offered to other companies in the past in
connection with similar offers, and the future prospects of
the corporation;
(ii) The possible social and economic impact of the
proposed offer and its consummation on the corporation and
its employees, customers and suppliers;
(iii) The possible social and economic impact of the
proposed offer and its consummation on the communities in
which the corporation and its subsidiaries operate or are
located;
(iv) The business and financial conditions and earning
prospects of the offering party, including, but not limited
to, debt service and other existing or likely financial
obligations of the offering party;
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(v) The competence, experience and integrity of the
offering party and its management; and
(vi) The intentions of the offering party regarding the
use of the assets of the corporation to finance the
transaction.
(b) DEFINITION OF BUSINESS COMBINATION. For purposes of
this Article, the term "Business Combination" shall mean:
(i) Any merger or consolidation of the corporation
into another person or entity;
(ii) The sale, exchange, lease, mortgage, pledge,
transfer or other disposition (in a single transaction or a
series of related transactions) of all or substantially all
of the assets of the corporation;
(iii) The adoption of any plan or proposal for the
liquidation or dissolution of the corporation;
(iv) Any transactions or series of related transactions
having, directly or indirectly, the same effect as any of
the foregoing;
(v) Any agreement, contract or other arrangement
providing for any of the transactions described in this
definition of Business Combination.
ARTICLE X
The corporation reserves the right to amend, alter, change or
repeal any provision contained in these Restated Articles of Incorporation,
and to add additional Articles hereto, in the manner now or hereafter
prescribed by statute and these Restated Articles of Incorporation, and all
rights conferred upon shareholders herein are granted subject to this
reservation. Notwithstanding the preceding sentence, no amendment to these
Restated Articles of Incorporation shall alter, modify, or repeal any or
all of the provisions of Article VI, VII, VIII, IX or this Article X of
these Restated Articles of Incorporation, and the shareholders of the
corporation shall not have the right to alter, modify, or repeal any or all
provisions of the bylaws of the corporation, unless such amendment,
alteration, modification, or repeal is adopted by the affirmative vote of
the holders of not less than 80% of the outstanding shares of stock
entitled to be voted thereon; provided, however, that this sentence shall
not apply to, and such 80% vote shall not be required for, any amendment,
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alteration, modification, or repeal which has first been approved by the
affirmative vote of two-thirds (2/3) of the entire Board of Directors,
which shall include the affirmative vote of at least one director of each
class of the Board of Directors.
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