WEBSTER CITY FEDERAL BANCORP
FEDERAL STOCK CHARTER
Section 1. Corporate Title. The full corporate title of the subsidiary
holding company is Webster City Federal Bancorp (the "Company").
Section 2. Office. The home office shall be located in the City of
Webster City, State of Iowa.
Section 3. Duration. The duration of the Company is perpetual.
Section 4. Purpose and Powers. The purpose of the Company is to pursue
any or all of the lawful objectives of a federal mutual holding company
chartered under section 10(o) of the Home Owners' Loan Act, 12 U.S.C. 1467a(o),
and to exercise all of the express, implied, and incidental powers conferred
thereby and by all acts amendatory thereof and supplemental thereto, subject to
the Constitution and laws of the United States as they are now in effect, or as
they may hereafter be amended, and subject to all lawful and applicable rules,
regulations, and orders of the Office of Thrift Supervision (the "Office").
Section 5. Capital Stock. The total number of shares of all classes of
capital stock which the Company has authority to issue is 30,000,000, of which
20,000,000 shall be common stock, par value $.10 per share, and 10,000,000 shall
be preferred stock, par value $.10 per share. The shares may be issued from time
to time as authorized by the Board of Directors without approval of
shareholders, except as otherwise provided in this Section 4 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. Neither promissory notes nor
future services shall constitute payment or part payment for the issuance of
shares of the Company. The consideration for the shares shall be cash, tangible
or intangible property (to the extent the Company would be permitted to directly
invest in such property), labor or services actually performed for the Company,
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 Company, shall be conclusive. Upon payment of such
consideration, such shares shall be deemed to be fully paid and nonassessable.
In the case of a stock dividend, that part of the surplus of the Company which
is transferred to stated capital upon the issuance of shares as a share dividend
shall be deemed to be the consideration for their issuance.
Except for shares issued in the initial organization of the Company, no
shares of capital stock (including shares issuable upon conversion, exchange, or
exercise of other securities) shall be issued, directly or indirectly, to
officers, directors, or controlling persons of the Company other than as part of
a general public offering or as qualifying shares to a director, unless their
issuance or the plan under which they would be issued has been approved by a
majority of the total votes eligible to be cast at a legal meeting.
Nothing contained in this Section 4 (or in any supplementary sections
hereto) shall entitle the holders of any class or series of capital stock to
vote as a separate class or 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 Company with another corporation, or the sale,
lease, or conveyance (other than by mortgage or pledge) of properties
or business in exchange for securities of a corporation other than the
Company if the preferred stock is exchanged for securities of such
other
corporation: Provided, that no provision may require such
approval for transactions undertaken with the assistance or pursuant to
the direction of the Office;
(iii) To any amendment which would adversely change the specific terms
of any class or series of capital stock as set forth in this Section 4
(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 Company in a merger or consolidation for the
Company, shall not be considered to be such an adverse change.
A description of the different classes and series (if any) of the
Company's capital stock and a statement of the designations, and the relative
rights, preferences, and limitations of the shares of each class of and series
(if any) of capital stock and a statement of the authority of the Board of
Directors to divide the preferred stock into classes or series or both and to
determine or change for any such class or series its designation, number of
shares, relative rights, preferences and limitations are as follows:
A. Common Stock. Except as provided in this Section 4, the holders of
the common stock shall exclusively possess all voting power. Each holder of
shares of common stock shall be entitled to one vote for each share held by such
holder and shall not be entitled to cumulate votes for the election of
directors.
Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the 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 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.
If at any time W.C.F. Financial, M.H.C., the parent mutual holding
company of the Company (the "Mutual Holding Company") converts from the
mutual-to-stock form of organization, a liquidation account shall be established
by any stock holding company parent of Webster City Federal Savings Bank (the
"Bank"), and, if required by the Office, the Bank. Subject to such, or any other
provision for a liquidation account, in the event of any liquidation,
dissolution, or winding up of the Company, 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 Company available for distribution remaining
after: (i) payment or provision for payment of the Company's debts and
liabilities; and (ii) distributions or provisions for distributions to holder of
any class or series of stock having preference over the common stock in the
liquidation, dissolution, or winding up of the Company. Each share of common
stock shall have the same rights as and be identical in all respects with all
the other shares of common stock.
B. Preferred Stock. The Company may provide 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 the charter. 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(s), the payment date(s) 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 the shares of such
series;
(d) Whether the shares of such series shall be redeemable and, if so,
the price(s) at which, and the terms and conditions on which, such shares may be
redeemed;
(e) The amount(s) payable upon the shares of such series in the event
of voluntary or involuntary liquidation, dissolution, or winding up of the
Company;
(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(s) 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 of stock of the Company
and, if so, the conversion price(s) or the rate(s) 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 as shares 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 charter sections, any authorized class of preferred stock into
series and, within the limitations set forth in this section and the remainder
of this charter, 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 a supplementary charter section adopted by the board of directors, the
Company shall file with the Secretary to the Office a dated copy of that
supplementary section of this charter establishing and designating the series
and fixing and determining the relative rights and preferences hereof.
Section 5. Preemptive Rights. Holders of the capital stock of the
Company shall not be entitled to preemptive rights with respect to any shares of
the Company which may be issued.
Section 6. Beneficial Ownership Limitation. Notwithstanding anything
contained in the Company's charter or bylaws to the contrary, for a period of
five years from the date of the organization of the Bank in capital stock form,
no person other than the Mutual Holding Company shall directly or indirectly
offer to acquire or acquire the beneficial ownership of more than 10% of any
class of any equity security of the Company. This limitation shall not apply to
the purchase of shares by underwriters in connection with a public offering, or
the purchase of shares by a tax_qualified employee stock benefit plan which is
exempt from the approval requirements under 574.3(c)(l)(vii) of the Office's
regulations.
In the event shares are acquired in violation of this Section 6, all
shares beneficially owned by any person in excess of 10% shall be considered
"excess shares" and 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 the shareholders for a vote.
For purposes of this Section 6, the following definitions apply:
(1) The term "person" includes an individual, a group acting in
concert, a corporation, a partnership, a savings bank, a savings and loan
association, a joint stock company, a trust, an unincorporated organization or
similar company, a syndicate or any other group formed for the purpose of
acquiring, holding or disposing of the equity securities of the Company.
(2) The term "offer" includes every offer to buy or otherwise acquire,
solicitation of an offer to sell, tender offer for, or request or invitation for
tenders of, a security or interest in a security for value.
(3) The term "acquire" includes every type of acquisition, whether
effected by purchase, exchange, operation of law or otherwise.
(4) The term "acting in concert" means (a) knowing participation in a
joint activity or conscious parallel action towards a common goal whether or not
pursuant to an express agreement, or (b) 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 arrangements,
whether written or otherwise.
Section 7. Call for Special Meetings. For a period of five years from
the date of organization of the Bank in capital stock form, special meetings of
shareholders relating to changes in control of the Company or amendments to its
charter shall be called only upon direction of the Board of Directors.
Section 8. Directors. The Company shall be under the direction of a
Board of Directors. The authorized number of directors, as stated in the
Company's bylaws, shall not be less than five or more than fifteen except when a
greater or lesser number is approved by the Director of the Office, or his or
her delegate.
Section 9. Amendment of Charter. Except as provided in Section 5
hereof, no amendment, addition, alteration, change, or repeal of this charter
shall be made, unless such is proposed by the Board of Directors of the Company,
approved by the shareholders by a majority of the five votes eligible to be cast
at a legal meeting, unless a higher vote is otherwise required, and approved or
preapproved by the Office.
Attest:/s/ Kathie R. Highland By /s/ Phyllis A. Murphy
______________________________ ____________________________________
Kathie R. Highland Ms. Phyllis A. Murphy
Secretary of the Company resident and Chief Executive Officer
Attest:______________________________ By:____________________________________
Secretary of the Office of Director of the Office of
Thrift Supervision Thrift Supervision
Effective Date: July 1, 1999