Exhibit 3.1
ARTICLES OF INCORPORATION
OF
PFS BANCORP, INC.
ARTICLE I
CORPORATE TITLE
The full corporate name of the Corporation is PFS Bancorp, Inc.
(hereafter the "Corporation").
ARTICLE II
REGISTERED OFFICE
The street address of the Corporation's initial registered office in
Indiana shall be Second and Bridgeway Street, Aurora, Indiana 47001 and the name
of its initial registered agent at that office shall be Mel E. Green.
ARTICLE III
DURATION
The duration of the Corporation is perpetual.
ARTICLE IV
PURPOSE AND POWERS
The purpose for which the corporation is organized is the transaction
of any or all lawful business for which corporations may be incorporated under
the Indiana Business Corporation Law. The Corporation shall have all the
express, implied and incidental powers of a corporation organized under such law
and acts amendatory thereof or supplemental thereto.
ARTICLE V
BOARD OF DIRECTORS
A. DIRECTORS AND NUMBER OF DIRECTORS. The business and affairs of the
Corporation shall be under the direction of a Board of Directors. Except as
otherwise fixed pursuant to the provisions of Article VI. B. hereof relating to
the rights of the holders of any class or series of stock having a
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preference over the Common Stock as to dividends or upon liquidation to elect
additional directors, the number of directors that shall constitute the Board of
Directors of the Corporation shall not be less than five nor more than 15 as may
be specified from time to time by resolution of a majority of the Board of
Directors.
B. CLASSIFICATION AND TERM. The Board of Directors, other than those
who may be elected by the holders of any class or series of stock having
preference over the Common Stock as to dividends or upon liquidation, shall be
divided into three classes, as nearly equal in number as possible. One class
shall be elected by ballot annually for a term of office to expire at the third
succeeding annual meeting of shareholders, unless a different term of office is
necessary to comply with the immediately preceding sentence.
C. VACANCIES. Except as otherwise fixed pursuant to the provisions of
Article VI. B. hereof relating to the rights of the holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect directors, any vacancy occurring in the Board of
Directors, including any vacancy created by reason of an increase in the number
of directors, may be filled by a majority vote of the directors then in office,
whether or not a quorum is present, or by a sole remaining director, and any
director so chosen shall hold office for the remainder of the term to which the
director has been selected and until such director's successor shall have been
elected and qualified. When the number of directors is changed, the Board of
Directors shall determine the class or classes to which the increased or
decreased number of directors shall be apportioned; provided that no decrease in
the number of directors shall shorten the term of any incumbent director.
D. REMOVAL. Subject to the rights of any class or series of stock
having preference over the Common Stock as to dividends or upon liquidation to
elect directors, any director (including persons elected by directors to fill
vacancies in the Board of Directors) may be removed from office only with cause
by an affirmative vote of more than 50% of the votes eligible to be cast by
shareholders at a duly constituted meeting of shareholders called expressly for
such purpose. Cause for removal shall exist only if the director whose removal
is proposed has been either declared incompetent by an order of a court,
convicted of a felony or of an offense punishable by imprisonment for a term of
more than one year by a court of competent jurisdiction, or deemed liable by a
court of competent jurisdiction for gross negligence or misconduct in the
performance of such director's duties to the Corporation. At least 30 days prior
to such meeting of shareholders, written notice shall be sent to the director
whose removal will be considered at the meeting. Whenever the holders of the
shares of any class are entitled to elect one or more directors by the
provisions of these Articles of Incorporation or supplemental sections thereto,
the provisions of this section shall apply, in respect to the removal of a
director or directors so elected, to the vote of the holders of the outstanding
shares of that class and not to the vote of the outstanding shares as a whole.
E. FACTORS WHICH MAY BE CONSIDERED BY THE BOARD OF DIRECTORS. In
addition to any other considerations which the Board of Directors may lawfully
take into account, in determining whether to take or to refrain from taking
corporate action on any matter, including making or declining to
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make any recommendation to the shareholders of the Corporation, the Board of
Directors may in its discretion consider the long-term as well as short-term
best interests of the Corporation (including the possibility that these
interests may be best served by the continued independence of the Corporation),
taking into account, and weighing as the Directors deem appropriate, the social
and economic effects of such action on present and future employees, suppliers,
customers of the Corporation and its subsidiaries (including account holders and
borrowers of any of the Corporation's subsidiaries), the effect upon communities
in which offices or other facilities of the Corporation are located, and the
effect on the Corporation's ability to fulfill its corporate obligations as a
savings and loan holding company or a bank holding company and on the ability of
any of its subsidiary financial institutions to fulfill the objectives of a
financial institution under applicable statutes and regulations, and any other
factors the Directors consider pertinent.
F. AUTHORIZED BOARD ACTIONS. In furtherance and not in limitation of
the powers conferred by law or in these Articles of Incorporation, as the same
may, from time to time, be amended, the Board of Directors (and any committee of
the Board of Directors) is expressly authorized, to the extent permitted by law,
to take such action or actions as the Board or such committee may determine to
be reasonably necessary or desirable to (A) encourage any Person (as defined in
Article XI.A.(g) hereof) to enter into negotiations with the Board of Directors
and management of the Corporation with respect to any transaction which may
result in a change in control of the Corporation which is proposed or initiated
by such person or (B) contest or oppose any such transaction which the Board of
Directors or such committee determines to be unfair, abusive or otherwise
undesirable with respect to the Corporation and its business, assets or
properties or the shareholders of the Corporation, including, without
limitation, the adoption of such plans or the issuance of such rights, options,
capital stock, notes, debentures or other evidences of indebtedness or other
securities of the Corporation (which issuance may be with or without
consideration, and may (but need not) be issued pro rata), which rights,
options, capital stock, notes, evidences of indebtedness, and other securities
(i) may be exchangeable for or convertible into cash or other securities on such
terms and conditions as may be determined by the Board or such committee and
(ii) may provide for the treatment of any holder or class of holders thereof
designated by the Board of Directors or any such committee in respect of the
terms, conditions, provisions and rights of such securities which is different
from, and unequal to, the terms, conditions, provisions and rights applicable to
all other holders thereof.
ARTICLE VI
CAPITAL STOCK
The aggregate number of shares of all classes of capital stock which
the Corporation shall have authority to issue shall be 10,000,000 shares of
common stock ("Common Stock"), par value $0.01 per share, and 5,000,000 shares
of preferred stock, par value $0.01 per share ("Preferred Stock"). There shall
be deemed to be contributed to capital surplus by each subscriber to capital
stock an
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amount equal to the difference between the amount paid to the Corporation for
the purchase of the capital stock and the par value of the capital stock.
The shares may be issued by the Corporation from time to time as
authorized by the Board of Directors without the approval of the shareholders
except as otherwise provided in this Article VI or to the extent that such
approval is required by governing law, rule or regulation. The consideration for
the issuance of the shares shall be paid in full before their issuance and shall
not be less than the par value per share. Neither promissory notes nor future
services shall constitute payment or part payment for the issuance of shares of
the Corporation. The consideration for the shares shall be cash, tangible or
intangible property (to the extent direct investment in such property would be
permitted to the Corporation), labor or services actually performed for the
Corporation or any combination of the foregoing. In the absence of actual fraud
in the transaction, the value of such property, labor or services, as determined
by the Board of Directors of the Corporation, shall be conclusive. Upon payment
of such consideration, such shares shall be deemed to be fully paid and
non-assessable. In the case of a stock dividend, that part of the surplus of the
Corporation which is transferred to stated capital upon the issuance of shares
as a stock dividend shall be deemed to be the consideration for their issuance.
Nothing contained in this Article VI (or in any amendments hereto)
shall entitle the holders of any class of a series of capital stock to vote as a
separate class or a series or to more than one vote per share, provided, that
this restriction on voting separately by class or series shall not apply: (i) to
any provision which would authorize the holders of Preferred Stock voting as a
class or series, to elect some members of the Board of Directors, less than a
majority thereof, in the event of default in the payment of dividends on any
class or series of Preferred Stock; (ii) to any provision which would require
the holders of Preferred Stock, voting as a class or series, to approve the
merger or consolidation of the Corporation with another corporation or the sale,
lease, or conveyance (other than by mortgage or pledge) of properties or
businesses in exchange for securities of a corporation other than the
Corporation if the Preferred Stock is exchanged for securities of such other
corporation; (iii) to any amendment which would adversely change the specific
terms of any class or series of capital stock as set forth in this Article VI
(or in any supplementary sections hereto), including any amendment which would
create or enlarge any class or series ranking prior thereto in rights and
preferences. An amendment which increases the number of authorized shares of any
class or series of capital stock, or substitutes the surviving Corporation in a
merger or consolidation of the Corporation, shall not be considered to be such
an adverse change.
A description of the different classes and series of the Corporation's
stock and a statement of the designations, and the relative rights, preferences
and limitations of the shares of each class of and series of capital stock are
as follows:
A. COMMON STOCK. Except as provided by law or in this Article VI (or in
any supplementary sections thereto), the holders of Common Stock shall possess
exclusively all voting power. Each holder of shares of Common Stock shall be
entitled to one vote for each share held by
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such holder. There shall be no cumulation of votes for the election of directors
or for other purposes.
Whenever there shall have been paid, or declared and set aside for
payment, to the holders of outstanding shares of any class of stock having
preference over the Common Stock as to the payment of dividends, the full amount
of dividends and of any sinking fund or retirement fund or other retirement
payments, if any, to which such holders are respectively entitled in preference
to the Common Stock, then dividends may be paid on the Common Stock and on any
class or series of stock entitled to participate therewith as to dividends out
of any assets legally available for the payment of dividends; but only when and
as declared by the Board of Directors. Dividends may be paid in cash or in
property as declared by the Board.
In the event of any liquidation, dissolution, or winding up of the
Corporation, the holders of the Common Stock (and the holders of any class or
series of stock entitled to participate with the Common Stock in the
distribution of assets) shall be entitled to receive, in cash or in kind, the
assets of the Corporation available for distribution remaining after: (i)
payment or provision for payment of the Corporation's debts and liabilities and
(ii) distributions or provision for distributions to holders of any class or
series of stock having preference over the Common Stock in the liquidation,
dissolution, or winding up of the Corporation. Each share of Common Stock shall
have the same relative rights as and be identical in all respects with all the
other shares of Common Stock.
B. PREFERRED STOCK. The Corporation may provide in supplementary
sections to its Articles of Incorporation for one or more classes of Preferred
Stock, which shall be separately identified. The shares of any class may be
divided into and issued in series, with each series separately designated so as
to distinguish the shares thereof from the shares of all other series and
classes. The terms of each series shall be set forth in a supplementary section
to these Articles of Incorporation. The number of shares in each such class or
series may be increased or decreased by the Board of Directors (such decrease
not to be less than the number of shares thereof then outstanding). Upon any
such decrease, the affected shares shall continue as part of authorized shares
of the Corporation. All shares of the same class shall be identical except as to
the following relative rights and preferences, as to which there may be
variations between different series:
(a) The distinctive serial designation and the number of shares
constituting such series;
(b) The dividend rate or the amount of dividends to be paid on the
shares of such series, whether dividends shall be cumulative and, if so, from
which date or dates, the payment date or dates for dividends, and the
participating or other special rights, if any, with respect to dividends;
(c) The voting powers, full or limited, if any, of shares of such
series;
(d) Whether the shares of such series shall be redeemable and, if so,
the price or prices at which, and the terms and conditions on which, such shares
may be redeemed;
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(e) The amount or amounts payable upon the shares of such series in the
event of voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;
(f) Whether the shares of such series shall be entitled to the benefit
of a sinking or retirement fund to be applied to the purchase or redemption of
such shares, and if so entitled, the amount of such fund and the manner of its
application, including the price or prices at which such shares may be redeemed
or purchased through the application of such fund;
(g) Whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or of any other series of
the same or any other class or classes of stock of the Corporation and, if so,
the conversion price or prices or the rate or rates of exchange, and the
adjustments thereof, if any, at which such conversion or exchange may be made,
and any other terms and conditions of such conversion or exchange;
(h) The price or other consideration for which the shares of such
series shall be issued; and
(i) Whether the shares of such series which are redeemed or converted
shall have the status of authorized but unissued shares of serial Preferred
Stock and whether such shares may be reissued, of the same or any other series
of serial Preferred Stock.
Each share of each series of serial Preferred Stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.
The Board of Directors shall have authority to divide, by the adoption
of supplementary sections to these Articles of Incorporation, any authorized
class of Preferred Stock into series, and, within the limitations set forth in
this section, fix and determine the relative rights and preferences of the
shares of any series so established.
Prior to the issuance of any preferred shares of a series established
by supplementary sections to these Articles of Incorporation adopted by the
Board of Directors, the Corporation shall file with the Secretary of State a
dated copy of that supplementary section to these Articles of Incorporation
establishing and designating the series and fixing and determining the relative
rights and preferences thereof.
ARTICLE VII
PREEMPTIVE RIGHTS
No holder of the capital stock of the Corporation shall be entitled as
such, as a matter of right, to subscribe for or purchase any part of any new or
additional issue of stock of any class whatsoever of the Corporation, or of
securities convertible into stock of any class whatsoever, whether now or
hereafter authorized, or whether issued for cash or other consideration or by
way of a dividend.
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ARTICLE VIII
MEETINGS OF SHAREHOLDERS AND BYLAWS
A. MEETINGS OF SHAREHOLDERS. No action required by the Indiana Business
Corporation Law to be taken at any annual or special meetings of shareholders,
nor any action which may be taken at any annual or special meetings of
shareholders, may be taken without a meeting, without prior notice and without a
vote of such shareholders. Special meetings of shareholders of the Corporation
may only be called by the Chairman of the Board of Directors or by the Board of
Directors pursuant to a resolution approved by the affirmative vote of at least
three-fourths of the directors then in office.
B. BYLAWS. The Board of Directors has the sole power to adopt, alter,
amend or repeal the Bylaws of the Corporation. Such action by the Board of
Directors shall require the affirmative vote of a majority of the directors then
in office at any regular or special meeting of the Board of Directors.
ARTICLE IX
INDEMNIFICATION AND LIABILITY
A. PERSONAL LIABILITY OF DIRECTORS AND OFFICERS. A director or officer
of the Corporation shall not be personally liable for monetary damages for any
action taken or any failure to take any action as a director except to the
extent that by law a director's liability for monetary damages may not be
limited.
B. INDEMNIFICATION. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, except actions by or in the right of the
Corporation, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the Corporation or who is serving at the request of the Corporation as a
director, officer or agent of any other corporation, against expenses (including
attorney's fees), judgments, fines, excise taxes and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding to the full extent permissible under Indiana law.
C. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by an officer,
director, employee or agent of the Corporation or by a person serving at the
request of the Corporation as a director, officer or agent of any other
corporation in defending a civil or criminal action, suit or proceeding
described above in "Indemnification" shall be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding to the full extent
permitted under Indiana law.
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D. OTHER RIGHTS. The indemnification and advancement of expenses
provided by or pursuant to this Article shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Corporation's Articles of Incorporation, any insurance
or other agreement, vote of shareholders or directors or otherwise, both as to
actions in their official capacity and as to actions in another capacity while
holding an office, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit to the heirs, executors and
administrators of such person provided that no indemnification shall be made to
or on behalf of any individual if a judgment or other final adjudication
establishes that his act or omissions (i) were in breach of his duty of loyalty
to the Corporation or its shareholders, (ii) were not in good faith or involved
a knowing violation of law or (iii) resulted in the receipt of an improper
personal benefit.
E. INSURANCE. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of these Articles of
Incorporation.
F. MODIFICATION. The duties of the Corporation to indemnify and to
advance expenses to a director or officer provided in this Article shall be in
the nature of a contract between the Corporation and each such director or
officer, and no amendment or repeal of any provision of this Article shall
alter, to the detriment of such director or officer, the right of such person to
the advance of expenses or indemnification related to a claim based on an act or
failure to act which took place prior to such amendment or repeal.
ARTICLE X. SHAREHOLDER APPROVAL OF CERTAIN ACTIONS. Except as set forth
in the following sentence, any action required or permitted to be taken by the
shareholders of the Corporation pursuant to Chapter 40 (Merger and Share
Exchange), Chapter 41 (Sale of Assets) or Chapter 45 (Voluntary Dissolution) of
the Indiana Business Corporation Law, or any successors thereto, shall be taken
upon the affirmative vote of at least 80% of the Voting Shares (as defined in
Article XI hereof and after giving effect to Article XI.D. hereof), as well as
such additional vote of the Preferred Stock as may be required by the provisions
of any series thereof. Notwithstanding the preceding sentence, if any such
action is recommended by at least two-thirds of the entire Board of Directors
(including any vacancies), the 80% shareholder vote set forth in the preceding
sentence will not be applicable, and, in such event, the action will require
only such affirmative vote as is required by law.
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ARTICLE XI. RESTRICTIONS ON OFFERS AND ACQUISITIONS OF THE
CORPORATION'S EQUITY SECURITIES.
A. DEFINITIONS.
(a) ACQUIRE. The term "Acquire" includes every type of
acquisition, whether effected by purchase, exchange, operation of law or
otherwise.
(b) ACTING IN CONCERT. The term "Acting in Concert" means (i)
knowing participation in a joint activity or conscious parallel action towards a
common goal whether or not pursuant to an express agreement, or (ii) a
combination or pooling of voting or other interests in the securities of an
issuer for a common purpose pursuant to any contract, understanding,
relationship, agreement or other arrangement, whether written or otherwise.
(c) AFFILIATE. An "Affiliate" of, or a Person "affiliated
with," a specified Person, means a Person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, the Person specified.
(d) ASSOCIATE. The term "Associate" used to indicate a
relationship with any Person means:
(i) Any corporation or organization (other than the
Corporation or a Subsidiary of the Corporation), or any
subsidiary or parent thereof, of which such Person is a
director, officer or partner or is, directly or indirectly,
the Beneficial Owner of 10% or more of any class of equity
securities;
(ii) Any trust or other estate in which such Person
has a 10% or greater beneficial interest or as to which such
Person serves as trustee or in a similar fiduciary capacity,
provided, however, such term shall not include any employee
stock benefit plan of the Corporation or a Subsidiary of the
Corporation in which such Person has a 10% or greater
beneficial interest or serves as a trustee or in a similar
fiduciary capacity;
(iii) Any relative or spouse of such Person (or any
relative of such spouse) who has the same home as such Person
or who is a director or officer of the Corporation or a
Subsidiary of the Corporation (or any subsidiary or parent
thereof); or
(iv) Any investment company registered under the
Investment Company Act of 1940 for which such Person or any
Affiliate or Associate of such Person serves as investment
advisor.
(e) BENEFICIAL OWNER (INCLUDING BENEFICIALLY OWNED). A Person
shall be considered the "Beneficial Owner" of any shares of stock (whether or
not owned of record):
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(i) With respect to which such Person or any
Affiliate or Associate of such Person directly or indirectly
has or shares (A) voting power, including the power to vote or
to direct the voting of such shares of stock, and/or (B)
investment power, including the power to dispose of or to
direct the disposition of such shares of stock;
(ii) Which such Person or any Affiliate or Associate
of such Person 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, and/or (B) the right to
vote pursuant to any agreement, arrangement or understanding
(whether such right is exercisable immediately or only after
the passage of time); or
(iii) Which are Beneficially Owned within the meaning
of (i) or (ii) of this Article XI.A.(e) by any other Person
with which such first-mentioned Person or any of its
Affiliates or Associates either (A) has any agreement,
arrangement or understanding, written or oral, with respect to
acquiring, holding, voting or disposing of any shares of stock
of the Corporation or any Subsidiary of the Corporation or
acquiring, holding or disposing of all or substantially all,
or any Substantial Part, of the assets or business of the
Corporation or a Subsidiary of the Corporation, or (B) is
Acting in Concert. For the purpose only of determining whether
a Person is the Beneficial Owner of a percentage specified in
this Article XI of the outstanding Voting Shares, such shares
shall be deemed to include any Voting Shares which may be
issuable pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights,
exchange rights, warrants, options or otherwise and which are
deemed to be Beneficially Owned by such Person pursuant to the
foregoing provisions of this Article XI.A.(e), but shall not
include any other Voting Shares which may be issuable in such
manner.
(f) OFFER. The term "Offer" shall mean every offer to buy or
acquire, solicitation of an offer to sell, tender offer or request or invitation
for tender of, a security or interest in a security for value; provided that the
term "Offer" shall not include (i) inquiries directed solely to the management
of the Corporation and not intended to be communicated to shareholders which are
designed to elicit an indication of management's receptivity to the basic
structure of a potential acquisition with respect to the amount of cash and/or
securities, manner of acquisition and formula for determining price, or (ii)
non-binding expressions of understanding or letters of intent with the
management of the Corporation regarding the basic structure of a potential
acquisition with respect to the amount of cash and/or securities, manner of
acquisition and formula for determining price.
(g) PERSON. The term "Person" shall mean any individual,
partnership, corporation, limited liability company, association, trust, group
or other entity. When two or more Persons act as a partnership, limited
partnership, syndicate, association or other group for the purpose of acquiring,
holding or disposing of shares of stock, such partnership, syndicate, associate
or group shall be deemed a "Person."
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(h) SUBSTANTIAL PART. The term "Substantial Part" as used with
reference to the assets of the Corporation or of any Subsidiary means assets
having a value of more than 10% of the total consolidated assets of the
Corporation and its Subsidiaries as of the end of the Corporation's most recent
fiscal year ending prior to the time the determination is being made.
(i) SUBSIDIARY. "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or indirectly, by
the Person in question.
(j) VOTING SHARES. "Voting Shares" shall mean shares of the
Corporation entitled to vote generally in an election of directors.
(k) CERTAIN DETERMINATIONS WITH RESPECT TO ARTICLE XI. A
majority of the directors shall have the power to determine for the purposes of
this Article XI, on the basis of information known to them and acting in good
faith: (i) the number of Voting Shares of which any Person is the Beneficial
Owner, (ii) whether a Person is an Affiliate or Associate of another Person,
(iii) whether a Person has an agreement, arrangement or understanding with
another as to the matters referred to in the definition of "Beneficial Owner" as
hereinabove defined, and (iv) such other matters with respect to which a
determination is required under this Article XI. Any such determinations made by
the Board of Directors of the Corporation pursuant to this Article XI shall be
conclusive and binding upon the Corporation and its shareholders. In order to
carry out its responsibilities under this Article XI, the Board of Directors
shall have the right to demand that any person who is reasonably believed to be
the Beneficial Owner of Excess Shares shall supply the Corporation with complete
information as to (x) the record owners of all shares of equity securities
Beneficially Owned by such Person and (y) any other factual matter relating to
the applicability or effect of this Article XI as may be reasonably requested by
the Board of Directors.
(l) DIRECTORS, OFFICERS OR EMPLOYEES. Directors, officers or
employees of the Corporation or any Subsidiary thereof shall not be deemed to be
a group with respect to their individual acquisitions of any class of equity
securities of the Corporation solely as a result of their capacities as such.
B. RESTRICTIONS. Upon the effective date of the reorganization of
Peoples Federal Savings Bank (the "Bank") as a subsidiary of the Corporation, no
Person shall directly or indirectly Offer to Acquire or Acquire the Beneficial
Ownership of (i) more than 10% of the issued and outstanding shares of any class
of an equity security of the Corporation, or (ii) any securities convertible
into, or exercisable for, any equity securities of the Corporation if, assuming
conversion or exercise by such Person of all securities of which such Person is
the Beneficial Owner which are convertible into, or exercisable for, such equity
securities (but of no securities convertible into, or exercisable for, such
equity securities of which such Person is not the Beneficial Owner), such Person
would be the Beneficial Owner of more than 10% of any class of an equity
security of the Corporation.
C. EXCLUSIONS. The foregoing restrictions shall not apply to (i) any
Offer with a view toward public resale made exclusively to the Corporation by
underwriters or a selling group acting
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on its behalf, (ii) any tax-qualified employee benefit plan or arrangement
established by the Corporation and any trustee of such a plan or arrangement,
and (iii) any other Offer or acquisition approved in advance by the affirmative
vote of two-thirds of the Corporation's entire Board of Directors (including any
vacancies).
D. REMEDIES. In the event that shares are Acquired in violation of this
Article XI, all shares Beneficially Owned by any Person in excess of 10% shall
be considered "Excess Shares" and (i) shall not be counted as shares entitled to
vote and shall not be voted by any Person or counted as Voting Shares in
connection with any matters submitted to shareholders for a vote, (ii) the
Corporation is authorized to refuse to recognize a transfer or attempted
transfer of any shares of the Corporation's equity securities to any Person who
is the Beneficial Owner, or as the result of such transfer would become the
Beneficial Owner, of Excess Shares and (iii) the Board of Directors may use its
best efforts to cause such Excess Shares to be transferred to an independent
trustee for sale on the open market or otherwise, with the expenses of such
trustee to be paid out of the proceeds of the sale.
For purposes of ensuring compliance with Article XI.B., in the event
any partnership, corporation, limited liability company, association or trust is
deemed to Beneficially Own more than 5% of any class of the Corporation's stock,
either by itself or together with one or more other Persons who is an Affiliate
of or Acting in Concert with such entity or who is a member of any group with
such entity with respect to the Corporation's stock, then the Corporation shall
be entitled upon written request to such entity to receive information regarding
the name and address of, and the class and number of shares of Corporation stock
which are Beneficially Owned by, each partner in such partnership, each
director, executive officer and shareholder in such corporation, each member in
such limited liability company or association, and each trustee and beneficiary
of such trust, and in each case each Person controlling such entity and each
partner, director, executive officer, shareholder, member or trustee of any
entity which is ultimately in control of such partnership, corporation, limited
liability company, association or trust.
E. SEVERABILITY. In the event any provision (or portion thereof) of
this Article XI shall be found to be invalid, prohibited or unenforceable for
any reason, the remaining provisions (or portions thereof) of this Article XI
shall remain in full force and effect, and shall be construed as if such
invalid, prohibited or unenforceable provision had been stricken herefrom or
otherwise rendered inapplicable, it being the intent of this Corporation and its
shareholders that each such remaining provision (or portion thereof) of this
Article XI remain, to the fullest extent permitted by law, applicable and
enforceable as to all shareholders.
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ARTICLE XII
AMENDMENT OF ARTICLES OF INCORPORATION
Unless otherwise required by the Indiana Business Corporation Law, no
amendment, addition, alteration, change, or repeal of these Articles of
Incorporation shall be made, unless such amendment is first approved by a
majority vote of the directors then in office, and thereafter approved by the
shareholders holding at least a majority of the total outstanding shares
eligible to be cast thereon, voting together as a single class, as well as such
additional vote of the Preferred Stock as may be required by the provisions of
any series thereof. Notwithstanding anything contained in these Articles of
Incorporation to the contrary, the affirmative vote of the holders of at least
80% of the shares of the Corporation entitled to vote generally in an election
of directors, voting together as a single class, as well as such additional vote
of the Preferred Stock as may be required by the provisions of any series
thereof, shall be required to amend, adopt, alter, change or repeal any
provision of, or adopt any provision inconsistent with, Articles V, VIII, X and
XI hereof.
ARTICLE XIII
INCORPORATOR
The name and address of the incorporator of the Corporation is as
follows:
Peoples Federal Savings Bank
Second and Bridgeway Streets
Aurora, Indiana 47001
IN WITNESS WHEREOF, the undersigned, being the incorporator named
above, executes these Articles of Incorporation and affirms under penalties of
perjury that the statements contained herein are true, this 18th day of June,
2001.
PEOPLES FEDERAL SAVINGS BANK
By: /s/ Mel E. Green
-------------------------------------
Mel E. Green, Chief Executive Officer
and Managing Officer
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