EXHIBIT 3
Articles of Incorporation
Of
MainSource Financial Group, Inc.
Article I
Name
----
The name of the Corporation is MainSource Financial Group, Inc.
ARTICLE II
Purposes
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The purposes for which the Corporation is organized are:
(a) To engage in any or all lawful business for which corporations may be
incorporated under the Indiana General Corporation Act, and to exercise any
and all powers that corporations may now or hereafter exercise under the
Indiana General Corporation Act, whether or not specifically enumerated
herein.
(b) To act as a bank holding company.
(c) To act as agent, broker or attorney-in-fact for others for any purpose
whatsoever.
(d) To issue its notes, bonds or other evidences of indebtedness convertible
into common or preferred stock or other securities of the Corporation.
(e) To apply for, obtain, register, purchase, lease or otherwise acquire, and
to hold, use, pledge, lease, sell, assign or otherwise dispose of,
formulas, secret processes, distinctive marks, improvements, processes,
trade names, trademarks, copy- rights, patents, licenses, concessions and
the like, whether used in connection with or secured under letters or
patents, or issued by any country or authority, or otherwise; and to issue,
exercise, develop and grant licenses in respect thereof or otherwise turn
them to account.
(f) To purchase or otherwise acquire, hold, sell, pledge, transfer or otherwise
dispose of, and to re-issue or cancel the shares of its own capital stock
or any securities or other obligations of the Corporation in the manner and
to the full extent now or hereafter permitted by the laws of the state of
Indiana.
(g) To lend its funds or credit from time to time to such extent, to such
persons, firms, associations, corporations, governments or subdivisions
thereof, and on such terms and on such security, if any, or without
security, as the Board of Directors of the Corporation may determine and as
may be lawful, and to become a guarantor upon an obligation or contract of
any other person, firm or corporation.
(h) To be a promoter, partner, limited partner, member, associate or manager of
any partnership, limited partnership, joint venture, trust or other
enterprise, and to do all things necessary or proper in connection
therewith as a natural person might or could do.
ARTICLE II
(con't)
(i) To acquire, in whole or in part, the assets, property, rights and good will
of any corporation, association, partnership or individual and to assume
and agree to pay the whole or any part of the liabilities and obligations
of the transferor.
(j) To promote, or to aid in any manner financially or otherwise, any
corporation or association of which any stocks, bonds, or other evidences
of indebtedness or securities are held, directly or indirectly, by the
Corporation; and for this purpose to guarantee the contracts, dividends,
stocks, bonds, notes and other obligations of such other corporations or
associations; and to do any other acts or things designed to protect,
preserve, improve or enhance the value of such stocks, bonds, or other
evidences of indebtedness or securities.
(k) To such extent as a corporation organized under the Indiana General
Corporation Act may now or hereafter lawfully do, as principal or agent,
alone or in connection with other corporations, firms or individuals, to do
all and everything necessary, suitable, convenient or proper for, or in
connection with, or incident to, the accomplishment of any of the purposes,
or the attainment of any one or more of the objects herein enumerated, or
designed directly or indirectly to promote the interests of the
Corporation, or to enhance the value of its properties; and in general to
do any and all things and exercise any and all powers, rights and
privileges which a corporation may now or hereafter be organized to do
under the Indiana General Corporation Act or under any laws amendatory
thereof, supplemental thereto or substituted therefore; and to do any or
all of the things hereinabove set forth to the same extent as natural
persons might or could do.
The foregoing clauses shall be construed as powers, as well as objects and
purposes, and the matters expressed in each clause shall be, unless herein
otherwise expressly provided, in no way limited by reference to or
inference from the terms of any other clause, but shall be regarded as
independent purposes and powers, and the enumeration of specific purposes
and powers shall not be construed to limit or restrict in any manner the
general powers of the Corporation nor the meaning of the general terms used
in describing any such purposes and powers; nor shall the expression of one
thing be deemed to exclude another not expressed, although it be of like
nature.
Article III
Period of Existence
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The period during which the Corporation shall continue is perpetual.
Article IV
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Resident Agent and Principal Office
The name and address of the Corporation's Resident Agent for service of
process is James L. Saner, Sr.
The post office address of the principal office of the Corporation is 201
N. Broadway, Greensburg, Indiana 47240.
Article V
Authorized Shares
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Section 1. Number of Shares
The total number of shares which the Corporation is to have authority to
issue is 10,400,000.
A. The number of authorized shares the Corporation designates as having a par
value is none.
B. The number of authorized shares the Corporation designates as without par
value is 10,400,000.
Section 2. Terms of Shares
A. Preferred and Common Shares. The 10,400,000 authorized shares which the
Corporation shall have the authority to issue shall be divided into two
classes designated as follows:
1. 10,000,000 Common Shares; and
2. 400,000 Preferred Shares.
B. Common Shares.
1. Powers, Rights and Preferences. The common Shares shall be without
distinction as to powers, rights and preferences. Except as may be
provided by the Board of Directors in a designation of any series of
Preferred Shares in accordance with the provisions of paragraph C of
this Section 2 of Article V, or as otherwise required by law, the
Common Shares shall have the exclusive right to vote for the election
of directors and on all other matters on which shareholders are
generally entitled to vote. Each of the Common Shares shall have one
vote per share on matters on which holders of Common Shares are
entitled to vote.
2. Dividends. After the requirements with respect to preferential
dividends on Preferred Shares (fixed in accordance with the provisions
of paragraph C of this Section 2 of Article V), if any, shall have
been met and after the Corporation shall have complied with all the
requirements, if any, with respect to the setting aside of sums as
sinking funds or redemption or purchase accounts (fixed in accordance
with the provisions of paragraph C of this Section 2 of Article V) and
subject further to any other conditions which may be fixed in
accordance with the provisions of paragraph C of this Section 2 of
Article V, then but not otherwise, the holders of Common Shares shall
be entitled to receive such dividends, if any, as may be declared from
time to time by the Board of Directors.
Article V
(Con't)
3. Distributions on Common Shares. After distribution in full of the
preferential amount (as may be fixed in accordance with the provisions
of paragraph C of this Section 2 of Article V), if any, to be
distributed to the holders of Preferred Shares, and subject to any
further rights of the holders of Preferred Shares (as may be fixed in
accordance with the provisions of paragraph C of this Section 2 of
Article V) to further participate in a liquidation, distribution or
sale of assets, dissolution or winding-up of the Corporation, the
holders of Common Shares shall be entitled to receive, upon the
voluntary or involuntary liquidation, distribution or sale of assets,
dissolution or winding-up of the Corporation, all its remaining
assets, tangible and intangible, of whatever kind available for
distribution to the shareholders, ratably in proportion to the number
of Common Shares held by each.
4. Issuance of Common Shares. Common Shares may be issued from time to
time as the Board of Directors shall determine and on such terms and
for such consideration as fixed by the Board of Directors.
C. Preferred Shares.
1. Issuance by Board Resolutions: Series. The Board of Directors of the
Corporation shall have authority by resolution to issue from time to time
Preferred Shares on such terms as it may determine. Preferred Shares may be
issued in one or more series as may from time to time be determined by the
Board of Directors. Each series shall be distinctly designated by number,
letter or title. All shares of any one series of Preferred Shares shall be
alike in every particular. The powers, preferences and voting, relative,
participating, optional and other rights of each such series, and the
qualifications, limitations or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding.
2. Preferences and Rights. Subject to the provisions of subparagraph 3 of this
paragraph C of Section 2 of Article V, the Board of Directors of the
Corporation is hereby expressly granted authority to fix by resolution or
resolutions adopted prior to the issuance of any shares of each particular
series of Preferred Shares, the designation, powers, preferences and
voting, relative, participating, optional and other rights, and the
qualifications, limitations and restrictions thereof, if any, of such
series, including, but without limiting the generality of the foregoing,
the following:
(a) The distinctive designation of, and the number of Preferred Shares
which shall constitute the series, which number from time to time may
be increased (except as otherwise fixed by the Board of Directors) or
deceased (but not below the number of shares thereof then outstanding)
from time to time by action of the Board of Directors;
(b) The rate and times at which, and the terms and conditions upon which,
dividends on the shares of the series shall be paid, whether the
dividends shall be cumulative or non-cumulative, and if cumulative,
from what date or dates, and the preferences or relation, if any, of
such dividends to the dividends payable on any shares of any other
series or class of stock of the Corporation;
Article V
(Con't)
(c) Whether shares of the series shall be subject to redemption, and if so
subject, whether they shall be subject to redemption (i) at the option
of the Corporation, the shareholders, another person and/or upon the
occurrence of a designated event, (ii) for cash, indebtedness,
securities (including, without limitation, Common Shares) or other
property, or any combination thereof, and (iii) for a designated
amount or for an amount determined in accordance with a designated
formula or by reference to extrinsic data or events; and, as to any
shares of a series subject to redemption, such other terms and
conditions on which the shares of the series may be redeemed;
(d) Whether the holders of the shares of the series shall be entitled to
the benefit of a sinking fund or redemption or purchase account to be
applied to the purchase or redemption of the shares of the series and,
if so entitled, the amount of such fund and the terms and conditions
relative to the operation thereof;
(e) Whether the shares of the series shall be convertible into, or
exchangeable for, any Common or other Preferred Shares of the
Corporation or any other securities and, if so convertible or
exchangeable, whether the conversion or exchange (i) is at the option
of the Corporation, the shareholder, another person and/or upon the
occurrence of a designated event, (ii) shall be for cash,
indebtedness, securities (including, without limitation, Common
Shares) or other property, or any combination thereof, and (iii) shall
be for a designated amount or at a designated ratio, or for an amount
or at a ratio determined in accordance with a designated formula or by
reference to extrinsic data or events; and, as to any shares of a
series so convertible or exchangeable, such other terms and conditions
on which the shares of the series may be converted or exchanged;
(f) The rights, if any, of the holders of the shares of the series upon
voluntary or involuntary liquidation, merger, consolidation,
distribution or sale of assets, dissolution or winding-up of the
Corporation;
(g) Whether the shares of the series shall have priority over or parity
with or be junior to the shares of any other class or series, or shall
be entitled to the benefit of limitations restricting (i) the creation
of indebtedness of the Corporation, (ii) the issuance of shares of any
other class or series having priority over or being on a parity with
the shares of such series, or (iii) the payment of dividends on, the
making of other distributions with respect to, or the purchase or
redemption of shares of any other class or series on parity with or
ranking junior to the shares of any such series as to dividends or
other distributions, and the terms of any such restrictions, or any
other restrictions with respect to shares of any class or series on
parity with or ranking junior to the shares of such series in any
respect;
(h) Whether and in what circumstances shares of a series shall have voting
rights, which voting rights, if any, may be general, special,
conditional or limited (and, in the case of special, conditional or
limited voting rights, may confer upon holders of such series in
certain circumstances the exclusive right to elect a majority of the
members of the Board of Directors); and, as to any shares of a series
having voting rights, the number of votes each
Article V
(Con't)
holder shall be entitled to cast per each share of the series and
whether holders of the series are entitled to vote separately or
together with the holders of one or more other series of Preferred
Shares on all or some matters as a separate voting group; and
(i) Any other powers, preferences, privileges and relative, participating,
optional, or other special rights of such series, and the
qualifications, limitations or restrictions thereof, to the fullest
extent now and hereafter permitted by law.
3. Issuance of Preferred Shares. Subject to the following provisions of this
subparagraph 3, shares of any series of Preferred Shares may be issued from
time to time as the Board of Directors shall determine and on such terms
and for such consideration as shall be fixed by the Board of Directors. The
relative powers, preferences and rights of each series of Preferred Shares
in relation to the powers, preferences and rights of each other series of
Preferred Shares shall, in each case, be as fixed from time to time by the
Board of Directors in the resolution or resolutions adopted pursuant to
authority granted in this paragraph C of Section 2 of Article V, and the
consent by class or series vote or otherwise, of the holders of such of the
series of the Preferred Shares as are from time to time outstanding shall
not be required for the issuance by the Board of Directors of any other
series of Preferred Shares, whether the powers, preferences and rights of
such other series shall be fixed by the Board of Directors as senior to, or
on a parity with, the powers, preferences and rights of such outstanding
series, or any of them; provided, however, that the Board of Directors may
provide in such resolution or resolutions adopted with respect to any
series of Preferred Shares that the consent of the holders of a majority
(or such greater proportion as shall be therein fixed) of the outstanding
shares of such series voting thereon shall be required for the issuance of
any or all other series of Preferred Shares.
D. No Preemptive Rights.
Except as may be provided by the Board of Directors in a designation of any
series of Preferred Shares in accordance with the provisions of paragraph C
of this Section 2 of Article V, no holder of any of the shares of any class
or series of stock or of options, warrants or other rights to purchase
shares of any class or series of stock or of other securities of the
Corporation shall have any preemptive right to purchase or subscribe for
any unissued stock of any class or series or any additional shares of any
class or series to be issued by reason of any increase of the authorized
capital stock of the Corporation of any class or series, or bonds,
certificates of indebtedness, debentures or other securities, convertible
into or exchangeable for stock of the Corporation of any class or series,
or carrying any right to purchase stock of any class or series, and any
such unissued stock, additional authorized issue of any shares of any class
or series of stock or securities convertible into or exchangeable for
stock, or carrying any right to purchase stock, may be issued or disposed
of pursuant to resolution of the Board of Directors to such persons, firms,
corporations or associations, whether such holders or others, and upon such
terms as may be deemed advisable by the Board of Directors in the exercise
of its sole discretion."
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 VII
Director(s)
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Section 1. Number of Directors: The initial Board of Directors is composed
of two 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 two.
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 City State Zip Code
---- ----------------- ---- ----- --------
Robert E. Hoptry 807 Frederica St Owensboro KY 42301
(P.O. Box 324) (42302)
Howard R. Sanders 807 Frederica St Owensboro KY 42301
(P.O. Box 324) (42302)
Section 3. Qualification of Directors (if any):
None
Article VIII
Incorporator(s)
---------------
The name(s) and post office address(es) of the incorporator(s) of the
Corporation is (are):
David W. Harper, Esquire
3300 First National Tower
Louisville, KY 40202
Article IX
Provisions for Regulation of Business and Conduct of Affairs of Corporation
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POWERS:
- -------
The Corporation shall have such powers as are described in Article II
hereof in connection with the Corporation's implementation or carrying out of
the purposes for which it is formed.
DISTRIBUTIONS AND PURCHASES OUT OF CAPITAL SURPLUS:
- --------------------------------------------------
To the extent not prohibited by law, the Board of Directors of the
Corporation may distribute, from time to time, to its shareholders out of
capital surplus of the Corporation a portion of its assets in cash or property.
To the extent not prohibited by law, the Board of Directors of the
Corporation shall have the power to cause the Corporation to repurchase its own
shares to the full extent of its unsecured and unrestricted capital surplus, or
any other surplus, available therefore.
ARTICLE IX (con't)
INDEMNIFICATION:
- ---------------
The Corporation shall indemnify each director or officer against expenses
(including attorneys' fees), judgments, taxes, fines and amounts paid in
settlement, whether incurred by him in connection with any threatened, pending
or completed action, suit or proceeding (whether civil, criminal, administrative
or investigative) to which he is, or is threatened to be made, a party by reason
that he is or was a director, officer or employee of the Corporation. Moreover,
the Corporation shall indemnify the officer or director for these expenses if he
was serving at the request of the Corporation as a director, officer, partner,
employee or agent of another domestic or foreign corporation, partnership, joint
venture, trust or other enterprise.
Any indemnification under this Article shall be made by the Corporation
only if the officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
Corporation. No indemnification shall be made in respect of any claim, issue or
matter as to which the officer or director shall have been adjudged by a court
of competent jurisdiction to be liable for gross negligence or gross malfeasance
in the performance of his duty to the Corporation. However, if that court in
which such action or suit was brought determines upon application that despite
the adjudication of such liability and in view of all circumstances of the case,
the officer or director was fairly and reasonably entitled to indemnification,
then the Corporation shall indemnify the officer or director for the expenses
that the court deems proper.
Any determination that an officer or director is entitled to
indemnification shall be made: (a) by the Board of Directors by majority of a
quorum consisting of directors who are not parties to such action, suit or
proceeding, or (b) if a quorum of disinterested directors is not obtainable, by
independent legal counsel by written opinion that such director, officer or
employee has met the standards of conduct set forth in this Article IX.
The Corporation shall advance expenses (including attorneys' fees) incurred
by an officer or director in connection with any of the above matters.
Advancement of expenses shall be made on receipt of an undertaking, with such
security, if any, as the disinterested directors, by a majority vote, may
reasonably require, by or on behalf of the person seeking indemnification to
repay amounts advanced if it ultimately is determined that such person is not
entitled to be indemnified by the Corporation.
The indemnification provided for by this Article shall not be deemed
exclusive of any other rights to which the officer or director of the
Corporation may be entitled under any statute, agreement, by-law or action of
the board of directors or shareholders of the Corporation. It shall continue as
to a person who has ceased to be a director or officer of the Corporation, and
shall inure to the benefit of the heirs, executors and administrators of that
person.
The Corporation may purchase and maintain the insurance on behalf of any
person who is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner,
employee or agent of another domestic or foreign corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in the capacity or arising out of his status as such,
whether or not the Corporation would have the power or will be obligated to
indemnify him against the liability under the provisions of this Article or the
Indiana General Corporation Act.