EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
VALLEY RIDGE FINANCIAL CORP.
The following Restated Articles of Incorporation are executed by
the undersigned Corporation pursuant to the provisions of Act 284, Public
Acts of 1972, as amended:
1. The present name of the Corporation is: Valley Ridge
Financial Corp.
2. The corporation identification number (CID) assigned by the
Bureau is: 361-141.
3. All former names of the Corporation are: None.
4. The date of filing of the Corporation's original Articles of
Incorporation was: May 20, 1988.
The following Restated Articles of Incorporation supercede the
Articles of Incorporation as amended and shall be the Articles of
Incorporation for the Corporation:
ARTICLE I
The name of the Corporation is: Valley Ridge Financial Corp.
ARTICLE II
The purpose, or purposes, for which the Corporation is organized
is to engage in the business of a bank holding company to be registered
under the Bank Holding Company Act of 1956, being 12 U.S.C. sections 1841
to 1850 and, without in any way being limited by the foregoing specially
enumerated purpose, to engage in any activity within the purposes for which
corporations may be organized under the Michigan Business Corporation Act.
ARTICLE III
The total authorized capital stock is 2,000,000 shares of a
single class of common stock. Each such share shall be equal to every
other such share.
ARTICLE IV
The address of the registered office is 6 North Main Street, Kent
City, Michigan 49330. The mailing address of the Corporation is 6 North
Main Street, P.O. Box 248, Kent City, Michigan 49330-0248. The name of the
resident agent is Richard L. Edgar.
ARTICLE V
When a compromise or arrangement, or a plan of reorganization of
the Corporation, is proposed between the Corporation and its creditors, or
any class of them, or between the Corporation and its shareholders, or any
class of them, a court of equity jurisdiction within the state, on
application of the Corporation, a creditor or shareholder thereof, or 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, 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 to be affected by the proposed
compromise, arrangement, or reorganization, agree to a compromise or
arrangement or to a reorganization of the 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 the
Corporation.
ARTICLE VI
No director of the Corporation shall be personally liable to the
Corporation or any of its shareholders for monetary damages for a breach of
fiduciary duty as a director. However, this Article VI 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, repeal or adoption of any
provision in these Restated Articles of Incorporation inconsistent with
this Article VI shall have any effect to increase 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,
repeal or adoption.
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ARTICLE VII
Directors and officers 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) in which a director or
officer is a witness or which is brought against a director or officer in
his or her capacity as a director, officer, employee, agent or fiduciary of
the Corporation or of any corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise of which the director or officer
was serving at the request of the Corporation. Persons who are not
directors or officers 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, officer or other person
against any liability asserted against him or her and incurred by him or
her in respect of such service whether or not the Corporation would have
the power to indemnify him or her against such liability by law or under
the provisions of this Article. The provisions of this Article shall be
applicable to actions, suits or proceedings, whether arising from acts or
omissions occurring before or after the adoption hereof, and to directors,
officers and other persons who have ceased to render such service, and
shall inure to the benefit of the heirs, executors and administrators of
the directors, officers and other persons referred to in this Article. The
right of indemnity provided pursuant to this Article shall not be exclusive
and the Corporation may provide indemnification to any person, by agreement
or otherwise, on such terms and conditions as the Board of Directors may
approve. Any agreement for indemnification of any director, officer,
employee or other person may provide indemnification rights which are
broader than or otherwise different from those set forth in, or provided
pursuant to, or in accordance with, this Article. Any amendment,
alteration, modification, repeal or adoption of any provision in the
Restated Articles of Incorporation inconsistent with this Article VII shall
not adversely affect any indemnification right or protection of a director
or officer of the Corporation existing at the time of such amendment,
alteration, modification, repeal or adoption.
ARTICLE VIII
BOARD OF DIRECTORS
SECTION 1. AUTHORITY AND SIZE OF BOARD. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors. The number of directors of the Corporation that shall
constitute the Board of Directors shall be determined from time to time by
resolution adopted by the affirmative vote of:
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A. At least eighty percent (80%) of the Board of Directors, and
B. A majority of the Continuing Directors (as hereinafter
defined).
SECTION 2. CLASSIFICATION OF BOARD AND FILLING OF VACANCIES. Subject
to applicable law, the directors shall be divided into three (3) classes,
each class to be as nearly equal in number as possible. The term of office
of directors of the first class shall expire at the annual meeting of
shareholders to be held in 1997 and until their respective successors are
duly elected and qualified or their resignation or removal. The term of
office of directors of the second class shall expire at the annual meeting
of shareholders to be held in 1998 and until their respective successors
are duly elected and qualified or their resignation or removal. The term
of office of directors of the third class shall expire at the annual
meeting of shareholders to be held in 1999 and until their respective
successors are duly elected and qualified or their resignation or removal.
Subject to the foregoing, at each annual meeting of shareholders,
commencing at the annual meeting to be held in 1997, the successors to the
class of directors whose term shall then expire shall be elected to hold
office for a term expiring at the third succeeding annual meeting and until
their successors shall be duly elected and qualified or their resignation
or removal. Any vacancies in the Board of Directors for any reason, and
any newly created directorships resulting from any increase in the number
of directors, may be filled only by the Board of Directors, acting by an
affirmative vote of a majority of the Continuing Directors (as hereinafter
defined) and an eighty percent (80%) majority of all of the directors then
in office, although less than a quorum, and any directors so chosen shall
hold office until the next annual meeting of shareholders and until their
respective successors shall be duly elected and qualified or their
resignation or removal. No decrease in the number of directors shall
shorten the term of any incumbent director.
SECTION 3. REMOVAL OF DIRECTORS. Notwithstanding any other
provisions of these Restated Articles of Incorporation or the Bylaws of the
Corporation (and notwithstanding the fact that some lesser percentage may
be specified by law or by these Restated Articles of Incorporation or the
Bylaws of the Corporation), any one or more directors of the Corporation
may be removed at any time, with or without cause, but only by either (i)
the affirmative vote of a majority of the Continuing Directors and at least
eighty percent (80%) of the Board of Directors or (ii) the affirmative
vote, at a meeting of the shareholders called for that purpose, of the
holders of at least eighty percent (80%) of the voting power of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in an election of directors (the "Voting Stock") voting together
as a single class.
SECTION 4. CERTAIN DEFINITIONS. For the purposes of this Article
VIII:
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A. A "person" shall mean any individual, firm, corporation or
other entity.
B. "Interested Shareholder" shall mean any person (other than
the Corporation or any Subsidiary of the Corporation, or any person
who is or was the beneficial owner of ten percent (10%) or more of the
Common Stock of any of Kent City State Bank, The Grant State Bank,
Community Bank Corporation, or the Corporation prior to the
acquisition of Kent City State Bank by the Corporation, the
acquisition of The Grant State Bank by Community Bank Corporation, or
the merger of Community Bank Corporation with the Corporation) who or
which:
(i) is the beneficial owner, directly or indirectly, of ten
percent (10%) or more of the voting power of the outstanding
Voting Stock; or
(ii) is an Affiliate of the Corporation and at any time
within the two-year period immediately prior to the date in
question was the beneficial owner, directly or indirectly, of ten
percent (10%) or more of the voting power of the then outstanding
Voting Stock; or
(iii) is an assignee of or has otherwise succeeded to any
shares of Voting Stock which were at any time within the two-year
period immediately prior to the date in question beneficially
owned by any Interested Shareholder, if such assignment or
succession shall have occurred in the course of a transaction or
series of transactions not involving a public offering within the
meaning of the Securities Act of 1933, as amended.
C. A person shall be a "beneficial owner" of any Voting Stock:
(i) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns, directly
or indirectly; or
(ii) which such person or any of its Affiliates or
Associates has (a) the right to acquire (whether such right is
exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding or upon
the exercise of conversion rights, exchange rights, warrants or
options, or otherwise, or (b) the right to vote pursuant to any
agreement, arrangement or understanding; or
(iii) which are beneficially owned, directly or indirectly,
by any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement or
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understanding for the purpose of acquiring, holding, voting or
disposing of any shares of Voting Stock.
D. For the purposes of determining whether a person is an
Interested Shareholder pursuant to paragraph B of this Section 4, the
number of shares of Voting Stock deemed to be outstanding shall
include shares deemed owned through application of paragraph C of this
Section 4 but shall not include any other shares of Voting Stock which
may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.
E. "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in effect on
the date these Restated Articles of Incorporation are adopted by the
Board of Directors of the Corporation.
F. "Subsidiary" means any corporation of which a majority of
any class of equity security is owned, directly or indirectly, by the
Corporation; provided, that for the purposes of the definition of
Interested Shareholder set forth in paragraph B of this Section 4, the
term "Subsidiary" shall mean only a corporation of which a majority of
each class of equity security is owned, directly or indirectly, by the
Corporation.
G. "Continuing Director" means each member of the Board of
Directors of the Corporation or Community Bank Corporation immediately
prior to the effective date of these Restated Articles of
Incorporation (the "Board") and any member of the Board who is
unaffiliated with the Interested Shareholder and was a member of the
Board prior to the time that the Interested Shareholder became an
Interested Shareholder, and any successor of a Continuing Director who
is unaffiliated with the Interested Shareholder and is recommended to
succeed a Continuing Director by a majority of Continuing Directors
then on the Board.
SECTION 5. POWERS OF CONTINUING DIRECTORS. A majority of the
Continuing Directors of the Corporation shall have the power and duty to
determine, on the basis of information known to them after reasonable
inquiry, all facts necessary to determine compliance with this
Article VIII, including without limitation (i) whether a person is an
Interested Shareholder, (ii) the number of shares of Voting Stock
beneficially owned by any person and (iii) whether a person is an Affiliate
or Associate of another; and the good faith determination of a majority of
the Continuing Directors on such matters shall be conclusive and binding
for all the purposes of this Article VIII.
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SECTION 6. AMENDMENT, REPEAL, ETC. Notwithstanding any other
provisions of these Restated Articles of Incorporation or the Bylaws of the
Corporation (and notwithstanding the fact that a lesser percentage may be
specified by law, these Restated Articles of Incorporation or the Bylaws of
the Corporation), the affirmative vote of the holders of eighty percent
(80%) or more of the then outstanding Voting Stock, voting together as a
single class, shall be required to amend, repeal or adopt any provisions
inconsistent with this Article VIII of these Restated Articles of
Incorporation; provided, that the preceding provisions of this Section 6
shall not be applicable to any amendment to this Article VIII of these
Restated Articles of Incorporation, and such amendment shall require only
such affirmative vote as is required by law and any other provisions of
these Restated Articles of Incorporation, if such amendment shall have been
approved by a majority of the Continuing Directors.
ARTICLE IX
BOARD EVALUATION OF CERTAIN OFFERS
SECTION 1. MATTERS TO BE EVALUATED. The Board of Directors of this
Corporation shall not approve, adopt or recommend any offer of any person
or entity, other than the Corporation, to make a tender or exchange offer
for any capital stock of the Corporation, to merge or consolidate the
Corporation with any other entity or to purchase or otherwise acquire all
or substantially all of the assets or business of the Corporation unless
and until the Board of Directors shall have first evaluated the offer and
determined that the offer would be in compliance with all applicable laws
and that the offer is in the best interests of the Corporation and its
shareholders. In connection with its evaluation as to compliance with
laws, the Board of Directors may seek and rely upon an opinion of legal
counsel independent from the offeror and it may test such compliance with
laws in any state or federal court or before any state or federal
administrative agency which may have appropriate jurisdiction. In
connection with its evaluation as to the best interests of the Corporation
and its shareholders, the Board of Directors shall consider all factors
which it deems relevant, including without limitation: (i) the adequacy
and fairness of the consideration to be received by the Corporation and/or
its shareholders under the offer considering 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 trading prices which have
been proposed or offered with respect to the securities of other companies
in the past in connection with similar offers and the future prospects for
this Corporation and its business; (ii) the potential social and economic
impact of the offer and its consummation on this Corporation, its
employees, customers and vendors; and (iii) the potential social and
economic impact of the offer and its consummation on the communities in
which the Corporation and any subsidiaries operate or are located.
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SECTION 2. AMENDMENT, REPEAL, ETC. Notwithstanding any other
provision of these Restated Articles of Incorporation or the Bylaws of the
Corporation to the contrary (and notwithstanding the fact that a lesser
percentage may be specified by law, these Restated Articles of
Incorporation or the Bylaws of the Corporation), the affirmative vote of
the holders of eighty percent (80%) or more of the outstanding shares of
capital stock entitled to vote for the election of directors, voting
together as a single class, shall be required to amend, repeal or adopt any
provision inconsistent with this Article IX; provided, that this Article IX
shall be of no force or effect if the proposed amendment, repeal or other
action has been recommended for approval by at least eighty percent (80%)
of all directors then holding office.
ARTICLE X
APPROVAL OF BUSINESS COMBINATIONS
The shareholder vote required to approve Business Combinations
(hereinafter defined) shall be as set forth in this Article X.
SECTION 1. HIGHER VOTE FOR BUSINESS COMBINATIONS. In addition to
any affirmative vote required by law or these Restated Articles of
Incorporation, and except as otherwise expressly provided in Section 3
of this Article X:
A. any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (i) any Interested
Shareholder (as hereinafter defined) or (ii) any other corporation
(whether or not itself an Interested Shareholder) which is, or after
such merger or consolidation would be, an Affiliate (as hereinafter
defined) of an Interested Shareholder; or
B. any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions in
any 12-month period) to or with any Interested Shareholder or any
Affiliate of any Interested Shareholder of any assets of the
Corporation or any Subsidiary having, measured at the time the
transaction or transactions are approved by the Board of Directors of
the Corporation, an aggregate Fair Market Value as of the end of the
Corporation's most recently ended fiscal quarter of 10% or more of its
net worth; or
C. the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) of any
equity securities of the Corporation or any Subsidiary (or any
securities convertible into equity securities of the Corporation or
any Subsidiary) to any Interested Shareholder or any Affiliate of an
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Interested Shareholder in exchange for cash, securities or other
property (or a combination thereof) having an aggregate Fair Market
Value of 5% or more of the total market value of the outstanding
shares of the Corporation; or
D. the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an
Interested Shareholder or any Affiliate of any Interested Shareholder,
or in which anything other than cash will be received by an Interested
Shareholder or any Affiliate of any Interested Shareholder; or
E. any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any
other transaction (whether or not with or into or otherwise involving
an Interested Shareholder) which has the effect, directly or
indirectly, of increasing the proportionate share of the outstanding
shares of any class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or indirectly owned by
any Interested Shareholder or any Affiliate of any Interested
Shareholder;
shall require the affirmative vote of the holders of at least ninety
percent (90%) of the voting power of the then outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors (the "Voting Stock"), voting together as a single class,
including the affirmative vote of the holders of not less than two-thirds
(2/3) of the outstanding Voting Stock not owned directly or indirectly by
any Interested Shareholder or an Affiliate or Associate of the Interested
Shareholder. Such affirmative vote shall be required notwithstanding the
fact that no vote may be required, or that a lesser percentage may be
specified, by law, in any other Article of these Restated Articles of
Incorporation or in any agreement with any national securities exchange or
otherwise.
SECTION 2. DEFINITION OF "BUSINESS COMBINATION". The term "Business
Combination" as used in this Article X shall mean any transaction which is
referred to in any one or more of paragraphs A through E of Section 1.
SECTION 3. WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of
Section 1 of this Article X shall not be applicable to any particular
Business Combination, and such Business Combination shall require only such
affirmative vote as is required by law and any other provision of these
Restated Articles of Incorporation, if in the case of a Business
Combination that does not involve any cash or other consideration being
received by the Shareholders of the Corporation, solely in their capacities
as Shareholders, the condition specified in the following paragraph A is
met, or if in the case of any other Business Combination, the conditions
specified in either of the following paragraphs A or B are met:
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A. APPROVAL BY CONTINUING DIRECTORS. The Business Combination
shall have been approved by a majority of the Continuing Directors (as
hereinafter defined).
B. PRICE AND PROCEDURE REQUIREMENTS. All of the following
shall have been met:
(i) The aggregate amount of the cash and the Fair
Market Value (as hereinafter defined) as of the date of the
consummation of the Business Combination (the "Consummation
Date") of the consideration other than cash to be received
per share by holders of Common Stock in such Business
Combination shall be an amount at least equal to the higher
of the following (it being intended that the requirements of
this paragraph B(i) shall be required to be met with respect
to all shares of Common Stock outstanding, whether or not
the Interested Shareholder has previously acquired any
shares of the Common Stock):
(a) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by the Interested Shareholder for
any shares of Common Stock acquired by it (1) within
the two-year period immediately prior to the first
public announcement of the proposal of the Business
Combination (the "Announcement Date") or (2) in the
transaction in which it became an Interested
Shareholder, whichever is higher, PLUS interest
compounded annually from the date on which the
Interested Shareholder became an Interested Shareholder
through the Consummation Date at the prime rate of
interest of Citibank, N.A. (or other major bank
headquartered in New York City selected by a majority
of the Continuing Directors) from time to time in
effect in New York City, LESS the aggregate amount of
any cash dividends paid, and the Fair Market Value of
any dividends paid in other than cash, per share of
Common Stock from the date on which the Interested
Shareholder became an Interested Shareholder through
the Consummation Date in an amount up to but not
exceeding the amount of such interest payable per share
of Common Stock; or
(b) the Fair Market Value per share of Common
Stock on the Announcement Date or the Determination
Date, whichever is higher.
(ii) The consideration to be received by holders of
outstanding Voting Stock shall be in cash or in the same
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form as the Interested Shareholder has previously paid for
shares of Voting Stock. If the Interested Shareholder has
paid for shares of Voting Stock with varying forms of
consideration, the form of consideration for such Voting
Stock shall be either cash or the form used to acquire the
largest number of shares of Voting Stock previously acquired
by it.
(iii) After such Interested Shareholder has become an
Interested Shareholder and prior to the consummation of such
Business Combination: (a) there shall have been (1) no
reduction in the annual rate of dividends paid on the Common
Stock (except as necessary to reflect any subdivision of the
Common Stock), except as approved by a majority of the
Continuing Directors, and (2) an increase in such annual
rate of dividends as necessary to reflect any
reclassification (including any reverse stock split),
recapitalization, reorganization or any similar transaction
which has the effect of reducing the number of outstanding
shares of the Common Stock, unless the failure so to
increase such annual rate is approved by a majority of the
Continuing Directors; and (b) such Interested Shareholder
shall have not become the beneficial owner of any additional
shares of Voting Stock except as part of the transaction
which results in such Interested Shareholder becoming an
Interested Shareholder.
(iv) After such Interested Shareholder has become an
Interested Shareholder, such Interested Shareholder shall
not have received the benefit, directly or indirectly
(except proportionately as a Shareholder), of any loans,
advances, guarantees, pledges or other financial assistance
or any tax credits or other tax advantages provided by the
Corporation.
(v) A proxy or information statement describing the
proposed Business Combination and complying with the
requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (or any
subsequent provisions replacing such Act, rules or
regulations) shall be mailed to all Shareholders of the
Corporation at least 30 days prior to the Consummation Date
(whether or not such proxy or information statement is
required to be mailed pursuant to such Act or subsequent
provisions).
(vi) There shall have elapsed five (5) years from the
Determination Date to the Consummation Date.
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SECTION 4. CERTAIN DEFINITIONS. For the purpose of this Article X:
A. A "person" shall mean any individual, firm, Corporation
or other entity.
B. "Interested Shareholder" shall mean any person (other
than the Corporation or any Subsidiary of the Corporation, or any
person who is or was the beneficial owner of ten percent (10%) or
more of the Common Stock of any of Kent City State Bank, The
Grant State Bank, Community Bank Corporation or the Corporation
prior to the acquisition of Kent City State Bank by the
Corporation, the acquisition of The Grant State Bank by Community
Bank Corporation, or the merger of Community Bank Corporation
with the Corporation) who or which:
(i) is the beneficial owner, directly or indirectly,
of ten percent (10%) or more of the voting power of the
outstanding Voting Stock; or
(ii) is an Affiliate of the Corporation and at any time
within the two-year period immediately prior to the date in
question was the beneficial owner, directly or indirectly,
of ten percent (10%) or more of the voting power of the then
outstanding Voting Stock; or
(iii) is an assignee of or has otherwise succeeded to
any shares of Voting Stock which were at any time within the
two-year period immediately prior to the date in question
beneficially owned by any Interested Shareholder, if such
assignment or succession shall have occurred in the course
of a transaction or series of transactions not involving a
public offering within the meaning of the Securities Act of
1933, as amended.
C. A person shall be a "beneficial owner" of any Voting Stock:
(i) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly; or
(ii) which such person or any of its Affiliates or
Associates has (a) the right to acquire (whether such right
is exercisable immediately or only after the passage of
time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or (b)
the right to vote pursuant to any agreement, arrangement or
understanding; or
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(iii) which are beneficially owned, directly or
indirectly, by any other person with which such person or
any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Voting Stock.
D. For the purposes of determining whether a person is an
Interested Shareholder pursuant to paragraph B of this Section 4,
the number of shares of Voting Stock deemed to be outstanding
shall include shares deemed owned through application of
paragraph C of this Section 4 but shall not include any other
shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon the exercise of
conversion rights, warrants or options, or otherwise.
E. "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as in effect on the date of adoption of these Restated Articles
of Incorporation by the Board of Directors of the Corporation.
F. "Subsidiary" means any Corporation of which a majority
of any class of equity security is owned, directly or indirectly,
by the Corporation; provided, that for the purposes of the
definition of Interested Shareholder set forth in paragraph B of
this Section 4, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity security
is owned, directly or indirectly, by the Corporation.
G. "Continuing Director" means any member of the Board of
Directors of the Corporation or Community Bank Corporation
immediately prior to the effective date of these Restated
Articles of Incorporation (the "Board") who is unaffiliated with
the Interested Shareholder and was a member of the Board prior to
the time that the Interested Shareholder became an Interested
Shareholder, and any successor of a Continuing Director who is
unaffiliated with the Interested Shareholder and is recommended
to succeed a Continuing Director by a majority of Continuing
Directors then on the Board.
H. "Fair Market Value" means: (i) in the case of stock,
the highest closing sale price during the 30-day period
immediately preceding the date in question of a share of such
stock on the Composite Tape for New York Stock Exchange-Listed
Stocks, or, if such stock is not quoted on the Composite Tape, on
the New York Stock Exchange, or, if such stock is not listed on
such Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which
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such stock is listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to a
share of such stock during the 30-day period preceding the date
in question on the NASDAQ Stock Market or any system then in use,
or if no such quotations are available, the fair market value on
the date in question of a share of such stock as determined by a
majority of the Continuing Directors in good faith; and (ii) in
the case of property other than cash or stock, the fair market
value of such property on the date in question as determined by a
majority of the Continuing Directors in good faith.
I. In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than cash
to be received" as used in paragraph B(i) of Section 3 of this
Article X shall include the shares of Common Stock retained by
the holders of such shares.
J. "Determination Date" shall mean the date on which the
Interested Shareholder first became an Interested Shareholder.
SECTION 5. POWERS OF CONTINUING DIRECTORS. A majority of the
Continuing Directors of the Corporation shall have the power and duty to
determine, on the basis of information known to them after reasonable
inquiry, all facts necessary to determine compliance with this Article X,
including without limitation (i) whether a person is an Interested
Shareholder, (ii) the number of shares of Voting Stock beneficially owned
by any person, (iii) whether a person is an Affiliate or Associate of
another, (iv) whether the requirements of paragraph B of Section 3 have
been met with respect to any Business Combination, (v) whether the assets
which are the subject of any Business Combination have an aggregate Fair
Market Value of 10% or more of the Corporation's net worth, and (vi)
whether the consideration to be received for the issuance or transfer of
securities by the Corporation or any Subsidiary in any Business Combination
has an aggregate Fair Market Value of 5% or more of the total Fair Market
Value of the outstanding shares of the Corporation; and the good faith
determination of a majority of the Continuing Directors on such matters
shall be conclusive and binding for all the purposes of this Article X.
SECTION 6. NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED
SHAREHOLDERS. Nothing contained in this Article X shall be construed to
relieve the Board of Directors or any Interested Shareholder from any
fiduciary obligation imposed by law.
SECTION 7. AMENDMENT, REPEAL, ETC. Notwithstanding any other
provisions of these Restated Articles of Incorporation or the Bylaws of the
Corporation (and notwithstanding the fact that a lesser percentage may be
specified by law, these Restated Articles of Incorporation or the Bylaws of
the Corporation), the affirmative vote of the holders of ninety percent
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(90%) or more of the voting power of the shares of the then outstanding
Voting Stock, voting together as a single class, including the affirmative
vote of the holders of not less than two-thirds (2/3) of the Voting Stock
not owned directly or indirectly by any Interested Shareholder, shall be
required to amend, repeal, or adopt any provisions inconsistent with this
Article X of these Restated Articles of Incorporation; provided, that the
preceding provisions of this Section 7 shall not be applicable to any
amendment to this Article X of these Restated Articles of Incorporation,
and such amendment shall require only such affirmative vote as is required
by law and any other provisions of these Restated Articles of
Incorporation, if such amendment shall have been approved by a majority of
the Continuing Directors.
IN WITNESS WHEREOF, the Corporation has executed these Restated
Articles of Incorporation on this _________ day of _________________, 1996.
VALLEY RIDGE FINANCIAL CORP.
By _____________________________________
Its _________________________________
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