FEE: Minimum fee for up Corporate Form No. 101 (Oct. 1981) -
to 1,000 shares . . . . . . . . . . . $ 36.00 Page One
. . . . . . . . . . . .
Fee for shares over 1,000 ARTICLES OF INCORPORATION
but less than 200,000 @ 2
CENTS per share . . . . . . . . . . . +$ 3,980.00 Edwin J. Simcox, Secretary of State of
. . . . . . . . . . . . Indiana
Fee for shares over
200,000 but less than Use White Paper - Size 8 1/2 x 11 - For
1,000,000 @ 1 CENT per Inserts
share . . . . . . . . . . . . . . . . +$ 3,000.00
. . . . . . . . . . . . Filing Requirements - Present 2
Fee for shares over originally signed and fully executed
1,000,000 @ 0.2 CENTS per copies to Secretary of State, Room
share . . . . . . . . . . . . . . . . +$ 155, State House, Indianapolis 46204
. . . . . . . . . . . .
Total Fee Due $ 7,016.00 Recording Requirements - Recording of
. . . . . . . . . . . . Articles of Incorporation in the
Office of the County Recorder is no
longer required by the Indiana
General Corporation Act.
ARTICLES OF INCORPORATION
OF
FIRST MERCHANTS CORPORATION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The undersigned incorporator or incorporators, desiring to form a
corporation (hereinafter referred to as the "Corporation") pursuant to the
provisions of (Indicate appropriate act)
/xx/ Indiana General Corporation Act
/ / Medical Professional Corporation Act
/ / Dental Professional Corporation Act
/ / Professional Corporation Act of 1965
/ / I.C. 23-1-13.5 (Professional Accounting Corporations)
pursuant to the Indiana General Corporation Act.
(Professional Accounting Corporations are considered to be
formed pursuant to the authority of the Indiana General
Corporation Act, but subject to the provisions of I.C.
23-1-13.5)
as amended (hereinafter referred to as the "Act"), execute the following
Article of Incorporation:
ARTICLE I
NAME
The name of the Corporation is FIRST MERCHANTS CORPORATION
. . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(The name must contain the word "Corporation" or "Incorporated", or an
abbreviation of one of these words.)
ARTICLE II
PURPOSES
The purposes for which the Corporation is formed are:
SECTION 1. To acquire control of The Merchants National Bank of Muncie
and to operate as a bank holding company.
State Form 4159R
SECTION 2. GENERAL POWERS. To possess, exercise, and enjoy all
rights, powers and privileges conferred upon bank holding companies by the Bank
Holding Company Act of 1956 as amended and as hereafter amended or supplemented,
and all other rights and powers authorized by the laws of the State of Indiana,
and the laws of the United States of America applicable to bank holding
companies and the regulations of the Board of Governors of the Federal Reserve
System.
SECTION 3. TO DEAL IN REAL PROPERTY. Subject to the limitations of
Section 2 above, to acquire by purchase, exchange, lease or otherwise, and to
hold, own, use, construct, improve, equip, manage, occupy, mortgage, sell,
lease, convey, exchange or otherwise dispose of, alone or in conjunction with
others, real estate and leaseholds of every kind, character and description
whatsoever and wheresoever situated, and any other interests therein, including,
but without limiting the generality thereof, buildings, factories, warehouses,
offices and structures of all kinds.
SECTION 4. CAPACITY TO ACT. Subject to the limitations of Section 2
above, to have the capacity to act possessed by natural persons and to perform
such acts as are necessary and advisable to accomplish the purposes, activities
and business of the Corporation.
SECTION 5. TO ACT AS AGENT. Subject to the limitations of Section 2
above, to act as agent or representative for any firm, association, corporation,
partnership, government or person, public or private, with respect to any
activity or business of the Corporation.
SECTION 6. TO MAKE CONTRACTS AND GUARANTEES. Subject to the
limitations of Section 2 above, to make, execute and perform, or cancel and
rescind, contracts of every kind and description, including guarantees and
contracts of suretyship, with any firm, association, corporation, partnership,
government or person, public or private.
SECTION 7. TO BORROW FUNDS. Subject to the limitations of Section 2
above, to borrow moneys for any activity or business of the Corporation and,
from time to time, without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures, notes, trust receipts, and other negotiable or non-negotiable
instruments and evidences of indebtedness, and to secure the payment thereof,
and the interest thereon, by mortgage, pledge, conveyance, or assignment in
trust of all or any part of the assets of the Corporation, real, personal or
mixed, including contract rights, whether at the time owned or thereafter
acquired, and to sell, exchange or otherwise dispose of such securities or
other obligations of the Corporation.
SECTION 8. TO DEAL IN ITS OWN SECURITIES. Subject to the
limitations of Section 2 above, to purchase, take, receive or otherwise acquire,
and to hold, own, pledge, transfer or otherwise dispose of shares of its own
capital stock and other securities. Purchases of the Corporation's own shares,
whether direct or indirect, may be made without shareholder approval only to
the extent of unreserved and unrestricted earned surplus available therefor.
Corporate Form No. 101 - Page Two
Prescribed by Edwin J. Simcox, Secretary of State
(Oct. 1981)
ARTICLE III
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
. . . . . . . . . .
(perpetual or a
stated period of
time)
ARTICLE IV
RESIDENT AGENT AND PRINCIPAL OFFICE
SECTION 1. RESIDENT AGENT. The name and address of the Corporation's
Resident Agent for service of process is
Rodney A. Medler 200 East Jackson Street
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name) (Number and Street or Building)
Muncie Indiana 47305
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(City) (State) (Zip Code)
SECTION 2. PRINCIPAL OFFICE. The post office address of the principal
office of the Corporation is . . . . . . . . . . . . . . . . . . . . . . . . . .
200 East Jackson Street Muncie Indiana 47305
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Number and Street or Building) (City) (State) (Zip Code)
(THE RESIDENT AGENT AND PRINCIPAL OFFICE ADDRESS MUST BE LOCATED IN INDIANA.)
ARTICLE V
AUTHORIZED SHARES
SECTION 1. NUMBER OF SHARES:
The total number of shares which the Corporation is to have authority to issue
is 500,000.
A. The number of authorized shares which the corporation designates as having
par value is None
. . . . . . . .
with a par value of $ None
. . . . . . . . . .
B. The number of authorized shares which the corporation designates as without
par value is 500,000
. . . . . . . . . .
SECTION 2. TERMS OF SHARES (IF ANY):
SECTION 2. GENERAL TERMS. All of the authorized shares will be
designated as "Common Stock", and each share of Common Stock shall be equal to
every other share of Common Stock and shall participate equally in all earnings
and profits of the Corporation and on distribution of assets, either on
dissolution, liquidation or otherwise.
SECTION 3. VOTING RIGHTS. Each holder of the Common Stock shall have
the right to vote on all matters presented to shareholders and shall be entitled
on all matters including elections of directors to one vote for each share of
Common Stock registered in his name on the books of the Corporation.
Corporate Form No. 101 - Page Three
Prescribed by Edwin J. Simcox, Secretary of State
(Oct. 1981)
ARTICLE VI
REQUIREMENTS PRIOR TO DOING BUSINESS
The Corporation will not commence business until consideration of the value
of at least $1,000 (one thousand dollars) has been received for the issuance of
shares.
ARTICLE II
DIRECTOR(S)
SECTION 1. NUMBER OF DIRECTORS: The initial Board of Directors is
composed of . . . . . . . . . . 16 . . . . . . . . . . . member(s). The number
of directors may be from time to time fixed by the By-Laws of the Corporation
at any number. In the absence of a By-Law fixing the number of directors, the
number shall be . . . . . . . . . sixteen . . . . . . . . .
SECTION 2. NAMES AND POST OFFICE ADDRESSES OF THE DIRECTOR(S): The
name(s) and post office address(es) of the initial Board of Director(s) of the
Corporation is (are):
Name Number and Street or Building City State Zip Code
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stefan S. Anderson 2705 W. Twickingham Drive Muncie IN 47304
Thomas F. Bluemle 1900 N. Brentwood Lane Muncie IN 47304
Frank A. Bracken 1011 E. Parkway Drive Muncie IN 47304
Clell W. Douglass 305 Normandy Drive Muncie IN 47304
David A. Galliher 2500 West Berwyn Road Muncie IN 47304
William P. Givens 1209 West Beechwood Avenue Muncie IN 47303
John W. Hartmeyer 818 West Riverside Avenue Muncie IN 47303
David W. Howell Rural Route #2, Box 174 Middletown IN 47358
Betty J. Kendall Rural Route #14, Box 425 Muncie IN 47302
Don E. Marsh 1250 Warwick Road Muncie IN 47304
Robert H. Mohlman 3405 N. Vienna Woods Dr. Muncie IN 47304
Robert R. Park Rural Route #2, Box 126 Gaston IN 47342
Peter L. Roesner 2207 W. Wiltshire Rd. Muncie IN 47304
Hamer D. Shafer 3500 W. Gatewood Lane Muncie IN 47304
Robert W. Smitson 2601 W. Chelsea Drive Muncie IN 47304
Reed D. Voran 2308 W. Wiltshire Rd. Muncie IN 47304
SECTION 3. QUALIFICATIONS OF DIRECTORS (IF ANY):
Directors need not be shareholders of the Corporation.
Corporate Form No. 101 - Page Four
Prescribed by Edwin J. Simcox, Secretary of State
(Oct. 1981)
ARTICLE VIII
INCORPORATOR(S)
The name(s) and post office address(es) of the incorporator(s) of the
Corporation is (are):
Name Number and Street or Building City State Zip Code
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stefan S. Anderson 200 East Jackson Street Muncie IN 47305
ARTICLE IX
PROVISIONS FOR REGULATION OF BUSINESS
AND CONDUCT OF AFFAIRS OF CORPORATION
("Powers" of the Corporation, its directors or shareholders)
(Attach additional pages, if necessary)
SECTION 1. MEETINGS OF SHAREHOLDERS. Meetings of shareholders of the
Corporation shall be held at such place, within or without the State of Indiana,
as may be specified in the notices or waivers of notice of such meetings.
SECTION 2. MEETINGS OF DIRECTORS. Meetings of Directors of the
Corporation shall be held at such place, within or without the State of Indiana,
as may be specified in the notices or waivers of notice of such meetings.
(See attached pages.)
THIS DOCUMENT MUST BE SIGNED BY ALL INCORPORATORS.
I (We) hereby verify subject to penalties of perjury that the facts contained
herein are true, (Notarization is not necessary)
/s/ Stefan S. Anderson
Stefan S. Anderson
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Written Signature) (Printed Signature)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Written Signature) (Printed Signature)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Written Signature) (Printed Signature)
This instrument was prepared by Defur, Voran, Hanley, Radcliff & Reed,
. . . . . . . . . . . . . . . . . . . . . . . . .
(Name)
Attorney at Law, 201 East Jackson Street Muncie IN 47305
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Number and Street or Building) (City) (State) (Zip Code)
A member of the Board of Directors or of a committee designated by the Board may
participate in a meeting of the Board or committee by means of a conference
telephone or similar communications equipment by which all persons participating
in the meeting can communicate with each other, and participation by these
means constitutes presence in person at the meeting.
SECTION 3. CONSIDERATION FOR SHARES. Shares of stock of the
Corporation shall be issued or sold in such manner and for such amount of
consideration as may be fixed from time to time by the Board of Directors.
SECTION 4. BY-LAWS OF THE CORPORATION. The Board of Directors by a
majority vote of the actual number of Directors elected and qualified from time
to time shall have the power, without the assent or vote of the shareholders, to
make, alter, amend or repeal the By-Laws of the Corporation.
The Board of Directors may, by resolution adopted by a majority of the
actual number of Directors elected and qualified, from time to time, designate
from among its members an executive committee and one or more other committees,
each of which, to the extent provided in the resolution, the Articles of
Incorporation, or these By-Laws, may exercise all of the authority of the Board
of Directors of the Corporation, including, but not limited to, the authority to
issue and sell or approve any contract to issue and sell, securities or shares
of the Corporation or designate the terms of a series of a class of securities
or shares of the Corporation. The terms which may be affixed by each such
committee include, but are not limited to, the price, dividend rate, and
provisions of redemption, a sinking fund, conversion, voting or preferential
rights or other features of securities or class or series of a class of shares.
Each such committee may have full power to adopt a final resolution which sets
forth those terms and to authorize a statement of such terms to be filed with
the Secretary of State. However, no such committee has the authority to declare
dividends or distributions, amend the Articles of Incorporation or the By-Laws,
approve a plan of merger or consolidation even if such plan does not require
shareholder approval, reduce earned or capital surplus, authorize or approve the
reacquisition of shares unless pursuant to a general formula or method specified
by the Board of Directors, or recommend to the shareholders a voluntary
dissolution of the Corporation or a revocation thereof. No member of any such
committee shall continue to be a member thereof after he ceases to be a Director
of the Corporation. The calling and holding of meetings of any such committee
and its method of procedure shall be determined by the Board of Directors. A
member of the Board of Directors shall not be liable for any action taken by any
such committee if he is not a member of that committee and has acted in good
faith and in a manner he reasonably believes is in the best interest of the
Corporation.
SECTION 5. CONSENT ACTION BY SHAREHOLDERS. Any action required by
statute to be taken at a meeting of the shareholders, or any action which may be
taken at a meeting of the shareholders, may be taken without a meeting if, prior
to such action, a consent in writing, setting forth the action so taken, shall
be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof, and such written consent is filed with the minutes of
the proceedings of the shareholders.
SECTION 6. CONSENT ACTION BY DIRECTORS. Any action required or
permitted to be taken at any meeting of the Board of Directors of any committee
thereof may be taken without a meeting, if prior to such action a written
consent to such action is signed by all members of the Board of Directors or
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or committee.
SECTION 7. INTEREST OF DIRECTORS IN CONTRACTS. Any contract or other
transaction between the Corporation or any corporation in which this Corporation
owns a majority of the capital stock shall be valid and binding,
notwithstanding that the directors or officers of this Corporation are identical
or that some or all of the directors or officers, or both, are also directors or
officers of such other corporation.
Any contract or other transaction between the Corporation and one or more
of its directors or members or employees, or between the Corporation and any
firm of which one or more of its directors are members or employees or in which
they are interested, or between the Corporation and any corporation or
association of which one or more of its directors are stockholders, members,
directors, officers, or employees, or in which they are interested, shall be
valid for all purposes notwithstanding the presence of such director or
directors at the meeting of the Board of Directors of the Corporation which acts
upon, or in reference to, such contract or transaction and notwithstanding his
or their participation in such action, if the fact of such interest shall be
disclosed or known to the Board of Directors and the Board of Directors shall
authorize, approve and ratify such contract or transaction by a vote of a
majority of the directors present, such interested director or directors to be
counted in determining whether a quorum is present, but not to be counted in
calculating the majority of such quorum necessary to carry such vote. This
Section shall not be construed to invalidate any contract or other transaction
which would otherwise be valid under the common and statutory law applicable
thereto.
SECTION 8. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS. Every person who is or was a director, officer, employee or agent of
this Corporation or of any other corporation for which he is or was serving in
any capacity at the request of this Corporation shall be indemnified by this
Corporation against any and all liability and expense that may be incurred by
him in connection with or resulting from or arising out of any claim, action,
suit or proceeding, provided that such person is wholly successful with respect
thereto or acted in good faith in what he reasonably believed to be in or not
opposed to the best interest of this Corporation or such other criminal action
or proceeding in which he had no reasonable cause to believe that his conduct
was unlawful. As used herein, "claim, action, suit or proceeding" shall include
any claim, action, suit or proceeding (whether brought by or in the right of
this Corporation or such other corporation or otherwise), civil, criminal,
administrative or investigative, whether actual or threatened or in connection
with an appeal relating thereto, in which a director, officer, employee or agent
of this Corporation may become involved, as a party or otherwise,
(i) by reason of his being or having been a director, officer, employee,
or agent of this Corporation or such other corporation or arising out of his
status as such or
(ii) by reason of any past or future action taken or not taken by him in
any such capacity, whether or not he continues to be such at the time such
liability or expense is incurred.
The terms "liability" and "expense" shall include, but shall not be limited to,
attorneys' fees and disbursements, amounts of judgments, fines or penalties,
and amounts paid in settlement by or on behalf of a director, officer, employee,
or agent, but shall not in any event include any liability or expenses on
account of profits realized by him in the purchase or sale of securities of the
Corporation in violation of the law. The termination of any claim, action, suit
or proceeding, by judgment, settlement (whether with or without court approval)
or conviction or upon a plea of guilty or of nolo contendere, or its equivalent,
shall not create a presumption that a director, officer, employee, or agent did
not meet the standards of conduct set forth in this paragraph.
Any such director, officer, employee, or agent who has been wholly
successful with respect to any such claim, action, suit or proceeding shall be
entitled to indemnification as a matter of right. Except as provided in the
preceding sentence, any indemnification hereunder shall be made only if (i) the
Board of Directors acting by a quorum consisting of Directors who are not
parties to or who have been wholly successful with respect to such claim,
action, suit or proceeding shall find that the director, officer, employee, or
agent has met the standards of conduct set forth in the preceding paragraph; or
(ii) independent legal counsel shall deliver to the Corporation their written
opinion that such director, officer, employee, or agent has met such standards
of conduct.
If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters even though he is
not entitled as to other matters.
The Corporation may advance expenses to or, where appropriate, may at its
expense undertake the defense of any such director, officer, employee, or agent
upon receipt of an undertaking by or on behalf of such person to repay such
expenses if it should ultimately be determined that he is not entitled to
indemnification hereunder.
The provisions of this Section shall be applicable to claims, actions,
suits or proceedings made or commenced after the adoption hereof, whether
arising from acts or omissions to act during, before or after the adoption
hereof.
The rights of indemnification provided hereunder shall be in addition to
any rights to which any person concerned may otherwise be entitled by contract
or as a matter of law and shall inure to the benefit of the heirs, executors and
administrators of any such person.
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation against any liability asserted against him and
incurred by him in any 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 this Section or otherwise.
SECTION 9. DISTRIBUTIONS OUT OF CAPITAL SURPLUS. The Board of
Directors of the Corporation may from time to time distribute to its
shareholders out of the capital surplus of the Corporation a portion of its
assets, in cash or property, without the assent or vote of the shareholders,
provided that with respect to such a distribution the requirements of the
Indiana General Corporation Act other than shareholder approval are satisfied.
SECTION 10. POWERS OF DIRECTORS. In addition to the powers and the
authority granted by these Articles or by statute expressly conferred, the Board
of Directors of the Corporation is hereby authorized to exercise all powers and
to do all acts and things as may be exercised or done under the laws of the
State of Indiana by a corporation organized and existing under the provisions of
the Indiana Corporation Act and not specifically prohibited or limited by these
Articles.
ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION
(Seal) State Form 38333R / Corporate Form No. 102 (June 1984)
Articles of Amendment (Amending Individual Articles Only)
Prescribe by Edwin J. Simcox. Secretary of State of Indiana
RECORDING REQUIREMENTS-RECORDING OF ARTICLES OF AMENDMENT IN THE OFFICE OF THE
COUNTY RECORDER IS GENERALLY NO LONGER REQUIRED BY THE INDIANA GENERAL
CORPORATION ACT. HOWEVER, IF THE NAME OF THE CORPORATION IS CHANGED BY THIS
AMENDMENT, A CERTIFIED COPY OF THE CERTIFICATE OF AMENDMENT MUST BE FILED WITH
THE RECORDER OF EVERY COUNTY IN WHICH THE CORPORATION OWNS REAL ESTATE.
INSTRUCTIONS: PRESENT 2 ORIGINALLY SIGNED AND FULLY EXECUTED COPIES TO:
SECRETARY OF STATE
ROOM 155, STATE HOUSE
INDIANAPOLIS, INDIANA 46204
(317) 232-6576
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
FIRST MERCHANTS CORPORATION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The undersigned officers of
FIRST MERCHANTS CORPORATION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of:
(INDICATE APPROPRIATE ACT)
/x/ Indiana General Corporation Act / / Indiana Professional
Corporation Act of 1983 as amended (hereinafter referred to as the "Act"),
desiring to give notice of corporate action effectuating amendment of certain
provisions of its Articles of Incorporation, certify the following facts:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE I AMENDMENT(S)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1 The date of incorporation of the corporation is:
September 20, 1982
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 2 The name of the corporation following this amendment to the Articles
of Incorporation is:
FIRST MERCHANTS CORPORATION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 3
The exact text of Article(s) V, Section 1 of Article VII, Sections 4, 11 and 12
. . . . . . . . . . . . . . . . . . . . . . . . . .
of Article IX, and Article X of the Articles of Incorporation is now as
. . . . . . . . . . . . . . .
follows:
(See Attached)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . .
ARTICLE II MANNER OF ADOPTION AND VOTE
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 1 Action by Directors:
The Board of Directors of the Corporation duly adopted a resolution
proposing to amend the terms and provisions of Article(s) V, Section 1 of
. . . . . . . . . . . . .
Article VII, Sections 4, 11 and 12 of Article IX, and Article X of the Articles
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
of Incorporation and directing a meeting of the Shareholders, to be held on
March 13, 1985
. . . . . . . . . . . . . . ., allowing such shareholders to vote on the
proposed amendment.
The resolution was adopted by: (SELECT APPROPRIATE PARAGRAPH)
(a) Vote of the Board of Directors at a meeting held on February 12, 1985,
at which a quorum of such Board was present . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 2 Action by Shareholders:
The Shareholders of the Corporation entitled to vote in respect of the
Articles of Amendment adopted the proposed amendment.
The amendment was adopted by: (SELECT APPROPRIATE PARAGRAPH)
(a) Vote of such Shareholders during the meeting called by the Board
of Directors. The result of such vote is as follows:
TOTAL
. . . . . . . . . . .
SHAREHOLDERS ENTITLED TO VOTE: 460,000
. . . . . . . . . . .
SHAREHOLDERS VOTED IN FAVOR: 360,219
. . . . . . . . . . .
SHAREHOLDERS VOTED AGAINST: 10,514
. . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 3 Compliance with Legal Requirements
The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with the provisions of
the Act, the Articles of Incorporation, and the By-Laws of the Corporation.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE III STATEMENT OF CHANGES MADE WITH RESPECT TO ANY INCREASE
IN THE NUMBER OF SHARES HERETOFORE AUTHORIZED
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Aggregate Number of Shares
Previously Authorized 500,000
. . . . . . . . . . .
Increase (INDICATE "0" OR
"N/A" IF NO INCREASE) 2,000,000 (1,500,000 common, 500,000 preferred)
. . . . . . . . . . .
Aggregate Number of Shares
To Be Authorized After Effect 2,500,000 (2,000,000 common, 500,000 preferred)
of This Amendment . . . . . . . . . . .
I hereby verify subject to the penalties of perjury that the facts contained
herein are true.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current Officer's Signature Officer's Name Printed
/s/ Stefan S. Anderson Stefan S. Anderson
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Officer's Title
President
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TEXT OF ARTICLE V (As Amended)
ARTICLE V
AUTHORIZED SHARES
SECTION 1. NUMBER OF SHARES. The total number of shares of common
stock which the Corporation is to have authority to issue is 2,000,000, all with
no par value. The total number of shares of preferred stock the Corporation is
to have authority to issue is 500,000, all with no par value.
SECTION 2. TERMS OF SHARES. The authorized shares of "Common Stock"
shall be equal to every other share of Common Stock and shall participate
equally with other shares of Common Stock in all earnings and profits of the
Corporation and on distribution of assets, either on dissolution, liquidation or
otherwise. The authorized shares of "Preferred Stock" shall be equal to every
other share of Preferred Stock and shall participate equally with other shares
of Preferred Stock. The terms of the Preferred Stock and its relative rights,
preferences, limitations or restrictions shall be established by the Board of
Directors prior to issuance of any Preferred Stock.
SECTION 3. VOTING RIGHTS. Each holder of Common Stock shall have the
right to vote on all matters presented to shareholders and shall be entitled on
all matters including elections of directors to one vote for each share of
Common Stock registered in his/her name on the books of the Corporation. The
voting rights of the Preferred Stock, if any, shall be determined by the Board
of Directors prior to issuance of the Preferred Stock.
TEXT OF ARTICLE VII, Section 1 (As Amended)
ARTICLE VII
DIRECTORS
SECTION 1. NUMBER. The number of Directors of the Corporation shall
not be less than twelve (12) nor more than twenty-one (21), as may be specified
from time to time by the By-Laws. If and whenever the By-Laws do not contain a
provision specifying the number of Directors, the number shall be sixteen (16).
The Directors shall be classified, with respect to the time for which they
severally hold office, into three (3) classes as nearly equal in number as
possible, as shall be specified in the By-Laws, one class to be originally
elected for a term expiring at the annual meeting of shareholders to be held in
1986, another class to be originally elected for a term expiring at the annual
meeting of shareholders to be held in 1987, and another class to be originally
elected for a term expiring at the annual meeting of shareholders to be held in
1988, with each Director to hold office until his successor is elected and
qualified. At each annual meeting of shareholders, the successor of each
Director 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 his election, or until his successor is elected and
qualified.
TEXT OF ARTICLE IX
Sections 4 (Amended),
11 (new) and 12 (new)
ARTICLE IX
PROVISIONS FOR REGULATION OF BUSINESS
AND CONDUCT OF AFFAIRS OF CORPORATION
SECTION 4. BY-LAWS OF THE CORPORATION. The Board of Directors, unless
otherwise provided in the By-Laws or in these Articles of Incorporation, may by
a majority vote of the actual number of Directors elected and qualified from
time to time make, alter, amend or repeal the By-Laws.
(The balance of Section 4 remains unchanged).
SECTION 11. REMOVAL OF DIRECTORS. Any or all of the Board of Directors
may be removed, with or without cause, at a meeting of the shareholders called
expressly for that purpose by the affirmative vote of the holders of not less
than two-thirds (2/3) of the outstanding shares of capital stock then entitled
to vote on the election of Directors, except that if the Board of Directors, by
an affirmative vote of at least two-thirds (2/3) of the entire Board of
Directors, recommends removal of a Director to the shareholders, such removal
may be effected by the affirmative vote of the holders of not less than a
majority of the outstanding shares of capital stock then entitled to vote on the
election of Directors at a meeting of a shareholders called expressly for that
purpose.
SECTION 12. FAIR PRICE, FORM OF CONSIDERATION AND PROCEDURAL SAFEGUARDS
FOR CERTAIN BUSINESS COMBINATIONS.
(A) The affirmative vote of the holders of not less than three-fourths
(3/4) of the Voting Shares (as hereinafter defined) of the Corporation shall be
required for the authorization or adoption, except as provided in subparagraph
(D) of this section, of the following transactions:
1. Any merger or consolidation of the Corporation or its subsidiary or
subsidiaries (as hereinafter defined) with or into either of the
following:
(a) 10% Shareholders (as hereinafter defined); or
(b) Any other corporation (whether or not itself a 10% Shareholder)
which, after such merger or consolidation, would be an Affiliate
(as hereinafter defined) of a 10% Shareholder.
2. Any sale, lease, exchange, transfer or other disposition (including,
without limitation, the granting of a mortgage or other security
interest) to or with any 10% Shareholder of any material part of the
assets of the Corporation or any of its subsidiaries; and
3. A liquidation or dissolution of the Corporation or any material
subsidiary thereof or adoption of any plan with respect thereto.
4. 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
a 10% 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 10%
Shareholder; and
5. Any agreement, contract or other arrangement providing for any one or
more of the actions specified in the foregoing clauses (A) 1. through
(A) 4.
(B) Prior to the approval of any of the transactions referred to in
subsection (A) of this section ("Business Combination"), the Board of Directors
of the Corporation shall make an evaluation of all relevant factors and issues
arising out of or in connection with any such Business Combination and shall
report to the shareholders the conclusion which the Board of Directors reaches
from such evaluation. Relevant factors
2.
and issues shall include consideration of the impact which any such Business
Combination will have on the community in which the Corporation or its
subsidiaries conducts business, the employees of the Corporation or any of its
subsidiaries, and the suppliers and customers of the Corporation and its
subsidiaries, and shall also include any and all other factors which the Board
of Directors in its discretion deems relevant.
(C) The following definitions shall apply when used in this section:
1. "10% Shareholder" shall mean, in respect of any Business Combination,
any person (other than the Corporation) who or which, as of the record
date for the determination of shareholders entitled to notice of and
to vote on such Business Combination or immediately prior to the
consummation of any such Business Combination:
(a) Is the beneficial owner (as determined in accordance with Rule
13d-3 promulgated by the Securities and Exchange Commission)
("Beneficial Owner"), directly or indirectly, of not less than
ten percent (10%) or the Voting Shares; or
(b) Is an Affiliate (as hereinafter defined) of the Corporation and
at any time within two years prior thereto was the Beneficial
Owner, directly or indirectly, of not less than ten percent (10%)
of the then outstanding Voting Shares; or
(c) Any individual, corporation, partnership or other person or
entity which, together with any of its Affiliates (as hereinafter
defined), beneficially owns in the aggregate more than ten
percent (10%) of the Voting Shares of the Corporation.
2. "Voting Shares" includes:
(a) Any securities of the Corporation which are entitled to vote on
any matter referred to in this section;
(b) Any securities, including but not limited to, preferred stock,
bonds, debentures, or options, which can be
3.
converted into voting securities at the time of the vote
referred to in this section; and
(c) Security agreements of any nature for which voting securities
are pledged as collateral.
3. "Affiliate" shall include all persons who would be defined as
affiliates under Rule 12b-2 under the Securities Exchange Act of 1934.
4. "Subsidiary" means any corporation of which a majority of any class of
equity securities (as defined in Rule 3a 11-1 of the general rules and
regulations under the Securities Exchange Act of 1934) are owned,
directly or indirectly by the Corporation; provided, however, that for
the purposes of the definition of a 10% Shareholder set forth above,
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.
5. "Fair Market Value" means:
(1) In the case of stock, in the absence of any determination
price as established on a national, regional, or local exchange or
over-the-counter market, or in the absence of any market-maker
dealing in the stock on a regular basis, the fair market value of such
stock on the date in question as determined by the Board in good
faith; and
(2) 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
the Board in good faith.
(D) The additional voting requirement set forth in subsection (A) above
shall not be applicable, and any such Business Combination shall require the
affirmative vote of two-thirds (2/3) of the Voting Shares, if one of the
following occur:
1. The Business Combination shall have been approved by two-thirds (2/3)
of the Directors of the Corporation; or
4.
2. All of the following conditions shall have been set:
(a) The aggregate amount of the cash and the Fair Market Value as of
the date of the consummation of the Business Combination of consideration other
than cash to be received per share by holders of Common Stock in such Business
Combination shall be at least equal to the greater of (i) and (ii), where (i)
is the highest per share price (including any brokerage commissions, transfer
taxes and soliciting dealers' fees) paid by the 10% Shareholder or any other
party for any shares of Common Stock acquired within the two-year period
immediately prior to the first public announcement of the proposal of the
Business Combination (the "Announcement Date") or, if higher, the per share
price paid in the transaction in which the 10% Shareholder became a 10%
Shareholder, and (ii) is the per share book value of the Corporation reported at
the end of the fiscal quarter immediately preceding the later of any public
announcement of any proposed Business Combination or the meeting date on which
the shareholders are to consider the proposed Business Combination;
(b) The consideration to be received by holders of a particular class
of outstanding Voting Stock (including Common Stock) shall be in cash or in the
same form as the 10% Shareholder has previously paid for shares of such class of
Voting Stock. If the 10% Shareholder has paid for shares of any class of
Voting Stock with varying forms of consideration, the form of consideration for
such class of Voting Stock shall be either cash or the form used to acquire the
largest number of shares of such class of Voting Stock previously acquired by
it;
(c) A proxy or information statement describing the proposed merger
or consolidation and complying with the requirements of the Securities Exchange
Act of 1934 and the rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules or regulations)
5.
shall be mailed to Shareholders of the Corporation at least thirty (30) days
prior to the meeting of shareholders called to consider the proposed Business
Combination or, if no meeting, thirty (30) days prior to the consummation of
such Business Combination (whether or not such proxy or information statement is
required to be mailed pursuant to such Act or subsequent provision).
6.
TEXT OF ARTICLE X (new)
ARTICLE X
AMENDMENTS
These Articles of Incorporation may be amended at any time, subject to the
provisions of this Article, by the affirmative vote of a majority of the
outstanding shares of stock of the Corporation entitled to vote on such
amendment. No amendment shall be adopted which shall repeal, modify, amend,
alter or diminish in any way the provisions of Article V, Section 1 of Article
VII, Section 4 of Article IX, Section 11 of Article IX, Section 12 of Article
IX, or this Article X without the affirmative vote of three-fourths (3/4) of the
outstanding shares of stock of the Corporation entitled to vote on such
amendment.
The By-Laws of the Corporation may be amended as provided herein and
therein except that no amendment shall in any way repeal, modify, amend, alter,
or diminish the provisions of this Article or the other provisions of the
Articles of Incorporation referenced in this Article.
ARTICLES OF AMENDMENT
(August, 1987)
Prescribed by Evan Bayh
Secretary of State of Indiana
Present Original and One Copy
Filing Fee: $30
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
FIRST MERCHANTS CORPORATION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Corporate Name)
The above corporation (hereinafter referred to as the "Corporation") existing
pursuant to the Indiana Business Corporation Law, desiring to give notice of
corporate action effectuating amendment of certain provisions of its Article of
Incorporation, sets forth the following facts:
ARTICLE I
AMENDMENT(S)
SECTION 1: The name of the Corporation following this amendment is:
First Merchants Corporation
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 2: The exact text of Article V, Section 1
. . . . . . . . . . . . . . . . . .
of the Articles of Incorporation is now as follows (Attach
additional pages if necessary):
ARTICLE V
AUTHORIZED SHARES
SECTION 1. NUMBER OF SHARES. The total number of shares of common
stock which the Corporation is to have authority to issue is 5,000,000, all with
no par value. The total number of shares of preferred stock the Corporation is
to have authority to issue is 500,000, all with no par value.
SECTION 3: The date of each amendment's adoption is:
March 9, 1988
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 4: (Complete this section only if amendment provides for an
exchange, reclassification or cancellation of issued shares and
provisions for implementing the amendment are not contained in
the amendment itself.)
Provisions for implementing the exchange, reclassification or
cancellation of issued shares are set forth below (Attach
additional pages if necessary):
N/A
ARTICLE II
MANNER OF ADOPTION AND VOTE
(Strike inapplicable section)
SECTION 1:
SECTION 2: VOTE OF SHAREHOLDERS
The designation (i.e. common, preferred and any classification
where different classes of stock exists), number of outstanding
shares, number of votes entitled to be cast by each voting group
entitled to vote separately on the amendment and the number of
votes of each voting group represented at the meeting is set
forth below:
TOTAL A B C
Designation of Each Voting Group Common
. . . . . . . . . . . . . . . .
Number of Outstanding Shares 1,840,000
. . . . . . . . . . . . . . . .
Number of Votes Entitled To Be Cast 1,840,000
. . . . . . . . . . . . . . . .
Number of Votes Represented at Meeting 1,635,380
. . . . . . . . . . . . . . . .
Shares Voted in Favor 1,627,751
. . . . . . . . . . . . . . . .
Shares Voted Against 7,629
. . . . . . . . . . . . . . . .
ARTICLE III
STATEMENT OF CHANGES MADE WITH RESPECT
TO ANY INCREASE IN THE NUMBER OF SHARES
HERETOFORE AUTHORIZED
Aggregate Number of Shares 2,000,000 Common
Previously Authorized 500,000 Preferred
Increase (indicate "0" or 3,000,000 Common
"N/A" if no increase)
Aggregate Number of Shares 5,000,000 Common
to be Authorized After Effect 500,000 Preferred
of this Amendment
/s/ Stefan S. Anderson
. . . . . . . . . . . . . . . . . . . .
(Signature)
Stefan S. Anderson
. . . . . . . . . . . . . . . . . . . .
(Printed Name)
Chairman of the Board and President
. . . . . . . . . . . . . . . . . . . .
(Title)