Exhibit 4.1
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
FIDELITY FEDERAL BANCORP
Fidelity Federal Bancorp (hereinafter referred to as the
"Corporation"), a corporation existing pursuant to the provisions of the Indiana
Business Corporation Law, as amended (hereinafter referred to as the "Act"),
desiring to give notice of corporate action effectuating the amendment of its
Articles of Incorporation, hereby certifies, by its duly authorized officer, the
following facts:
ARTICLE I
AMENDMENT
Section 1. The date of incorporation of the Corporation is July 30,
1993.
Section 2. The name of the Corporation following this amendment to the
Corporation's Articles of Incorporation is Fidelity Federal Bancorp.
Section 3. The exact text of Section 1 of Article III of the
Corporation's Articles of Incorporation is, as now amended, as follows:
Section 1. Number of Shares. The total number of
shares of capital stock which the Corporation has authority to
issue is 20,000,000 shares, all of which shall be divided into
two classes of shares to be designated "Common Stock" and
"Preferred Stock", respectively, as follows:
15,000,000 shares of Common Stock; and
5,000,000 shares of Preferred Stock.
The number of authorized shares of Preferred Stock
may be increased or decreased (but not below the number of
shares thereof issued and outstanding) by the affirmative vote
of the holders of a majority of shares of Common Stock then
issued and outstanding, without a vote of holders of the
shares of the Preferred Stock, or of any series thereof,
unless a vote of any such holders is required pursuant to the
terms and conditions establishing the series of Preferred
Stock.
Section 4. The exact text of Section 4 of Article III of the
Corporation's Articles of Incorporation is, as now amended, as follows:
Section 4. Voting for Directors. At each election of
directors, every shareholder entitled to vote at an election
shall have the right to vote, in person or by proxy, the
number of shares owned by the shareholder for as many persons
as there are directors to be elected and for whose election
the shareholder has a right to vote; however, there shall not
be any cumulative voting either by giving one candidate a
number of votes equal to the number of directors to be elected
multiplied by the number of shares owned by the shareholder,
or by distributing such votes accumulated by the same method
among any number of candidates.
Section 5. The exact text of Section 3 of Article IV of the
Corporation's Articles of Incorporation is, as now amended, as follows:
Section 3. Terms of Directors and Removal. With
respect to any directors whose terms are scheduled to expire
when their successors are elected and qualified at the Annual
Meeting of Shareholders (or any special meeting in lieu
thereof) in 2000, the terms of office of each such successor
shall thenceforth be for one year commencing at such annual
meeting. With respect to any directors whose terms of office
are scheduled to expire when their successors are elected and
qualified at the Annual Meeting of Shareholders in 2001, the
terms of office of each such successor shall thenceforth be
for one year commencing at such annual meeting. With respect
to any directors whose terms of office are scheduled to expire
when their successors are elected and qualified at the Annual
Meeting of Shareholders in 2002, the terms of office of each
such successor shall thenceforth be for one year commencing at
such annual meeting and thereafter each such successor may be
removed at a meeting. Any additional directorships resulting
from an increase in the number of directors shall be for a
term of one year.
Section 6. The exact text of Section 4 of Article IV of the
Corporation's Articles of Incorporation is, as now amended, as follows:
Section 4. Removal of Directors with or Without
Cause. Each director who is elected and qualified at the
Annual Meeting of Shareholders (or any special meeting held in
lieu thereof) in 2000 or thereafter may be removed (i) with or
without cause, at a meeting of shareholders called expressly
for that purpose, by a vote of the holders of a majority of
the shares then entitled to vote at an election of directors,
or (ii) with cause, by a vote of a majority of directors then
in office. Any additional directors resulting from an increase
in
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the number of directors or who are elected to fill any vacancy
may also be removed as provided in this Article IV, Section 4.
"Cause" for removal of a director shall be limited to the
grounds specifically enumerated in 12 C.F.R. Section 563.39
(or any successor provision) with respect to termination for
cause.
ARTICLE II
DATE OF ADOPTION OF AMENDMENTS
The date of the adoption of the amendments set forth above in Article
I, Sections 3, 4, 5, and 6 above is May 19, 2000.
ARTICLE III
MANNER OF ADOPTION AND VOTE
Section 1. The Board of Directors of the Corporation duly adopted
resolutions approving the foregoing amendments to the Corporation's Articles of
Incorporation and recommending such amendments to the shareholders of the
Corporation.
Section 2. The shareholders of the Corporation entitled to vote with
respect to the foregoing amendments to the Articles of Incorporation duly
approved and adopted such amendments on May 19, 2000 at the annual meeting of
the shareholders of the Corporation.
The result of the vote of the shareholders with respect to the
amendment to Article III, Section 1, is as follows:
Designation of Shares Entitled to Vote: Common Stock
Number of Votes Entitled to be Cast: 3,147,662
Number of Votes Represented at the Meeting: 2,967,532
Number of Votes Cast in Favor of the Amendment: 2,723,676
Number of Votes Cast Against the Amendment: 228,152
The result of the vote of the shareholders with respect to the
amendment to Article III, Section 4, is as follows:
Designation of Shares Entitled to Vote: Common Stock
Number of Votes Entitled to be Cast: 3,147,662
Number of Votes Represented at the Meeting: 2,967,532
Number of Votes Cast in Favor of the Amendment: 2,037,308
Number of Votes Cast Against the Amendment: 213,078
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The result of the vote of the shareholders with respect to the
amendment to Article IV, Section 3, is as follows:
Designation of Shares Entitled to Vote: Common Stock
Number of Votes Entitled to be Cast: 3,147,662
Number of Votes Represented at the Meeting: 2,967,532
Number of Votes Cast in Favor of the Amendment: 2,070,460
Number of Votes Cast Against the Amendment: 175,282
The result of the vote of the shareholders with respect to the
amendment to Article IV, Section 4, is as follows:
Designation of Shares Entitled to Vote: Common Stock
Number of Votes Entitled to be Cast: 3,147,662
Number of Votes Represented at the Meeting: 2,967,532
Number of Votes Cast in Favor of the Amendment: 2,207,943
Number of Votes Cast Against the Amendment: 48,295
ARTICLE IV
COMPLIANCE WITH LEGAL REQUIREMENTS
The manner of adoption of the foregoing amendment to the Articles of
Incorporation and the vote by which it was adopted constitute full legal
compliance with the provisions of the Act, the Articles of Incorporation and the
By-Laws of the Corporation.
* * *
The undersigned officer of the Corporation verifies, subject to the
penalties of perjury, that the statements contained herein are true this 19th
day of May, 2000.
By: /S/ DONALD R. NEEL
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Donald R. Neel,
Executive Vice President
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