AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
EMCLAIRE FINANCIAL CORP.
Article 1. Name. The name of the corporation is Emclaire Financial Corp.
(hereinafter referred to as the "Corporation").
Article 2. Registered Office. The address of the registered office of the
Corporation in the Commonwealth of Pennsylvania is 612 Main Street, Emlenton,
Pennsylvania 16373, in the County of Venango.
Article 3. Nature of Business. To have unlimited power to engage in and do
any lawful act concerning any or all lawful business for which corporations may
be incorporated under the provisions of the Pennsylvania Business Corporation
Law of 1988, as amended.
Article 4. Duration. The term of the existence of the Corporation shall be
perpetual.
Article 5. Capital Stock.
A. Authorized Amount. The total number of shares of capital stock which the
Corporation has authority to issue is 15,000,000 of which 3,000,000 shall be
serial preferred stock, par value $1.00 per share (hereinafter the "Preferred
Stock"), and 12,000,000 shall be common stock, par value $1.25 per share
(hereinafter the "Common Stock"). Except to the extent required by governing
law, rule or regulation, the shares of capital stock may be issued from time to
time by the Board of Directors without further approval of stockholders. The
Corporation shall have the authority to purchase its capital stock out of funds
lawfully available therefor.
B. Common Stock. Except as provided in this Article 5 (or in any resolution
or resolutions adopted by the Board of Directors pursuant hereto), the exclusive
voting power shall be vested in the Common Stock, with each holder thereof being
entitled to one vote for each share of such Common Stock standing in the
holder's name on the books of the Corporation. Subject to any rights and
preferences of any class of stock having preference over the Common Stock,
holders of Common Stock shall be entitled to such dividends as may be declared
by the Board of Directors out of funds lawfully available therefor. Upon any
liquidation, dissolution or winding up of the affairs of the Corporation,
whether voluntary or involuntary, holders of Common Stock shall be entitled to
receive pro rata the remaining assets of the Corporation after the holders of
any class of stock having preference over the Common Stock have been paid in
full any sums to which they may be entitled.
C. Authority of Board to Fix Terms of Preferred Stock. A description of
each class of shares and a statement of the voting rights, designations,
preferences, qualifications, privileges, limitations, options, conversion
rights, and other special rights granted to or imposed upon the shares of each
class and of the authority vested in the Board of Directors of the Corporation
to establish series of Preferred Stock or to determine that Preferred Stock will
be issued as a class without series and to fix and determine the voting rights,
designations, preferences and other special rights of the Preferred Stock as a
class or of the series thereof are as follows:
1
Preferred Stock may be issued from time to time as a class without series
or in one or more series. Each series shall be designated by the Board of
Directors so as to distinguish the shares thereof from the shares of all other
series and classes. The Board of Directors may by resolution from time to time
divide shares of Preferred Stock into series, or determine that the Preferred
Stock shall be issued as a class without series, fix and determine the number of
shares in a series and the terms and conditions of the issuance of the class or
the series, and, subject to the provisions of this Article 5, fix and determine
the rights, preferences, qualifications, privileges, limitations and other
special rights, if any, of the class (if none of such shares of the class have
been issued) or of any series so established, including but not limited to,
voting rights (which may be limited, multiple, fractional or non-voting rights),
the rate of dividend, if any, and whether or to what extent, if any, such
dividends shall be cumulative (including the date from which dividends shall be
cumulative, if any), the price at and the terms and conditions on which shares
may be redeemed, if any, the preference and the amounts payable on shares in the
event of voluntary or involuntary liquidation, sinking fund provisions for the
redemption or purchase of shares in the event shares of the class or of any
series are issued with sinking fund provisions, and the terms and conditions on
which the shares of the class or of any series may be converted in the event the
shares of the class or of any series are issued with the privilege of
conversion.
The Board of Directors may, in its discretion, at any time or from time to
time, issue or cause to be issued all or any part of the authorized and unissued
shares of Preferred Stock for consideration of such character and value as the
Board of Directors shall from time to time fix or determine.
Article 6. Incorporators. The name and mailing address of each original
incorporator of the Corporation was as follows:
Name Address Number & Class of Shares
- ------------------ ------------------------------------------------------------
Ronald L. Ashbaugh Box 154 1
Emlenton, Pennsylvania 16273
Clinton R. Coulter Box 354 1
Parker, Pennsylvania 16059
Bernadette H. Crooks Route 1 Box 368 1
Clarion, Pennsylvania 16214
George W. Freeman Box 667 1
Knox, Pennsylvania 16232
Rodney C. Heeter Box 218 1
Sligo, Pennsylvania 16255
Robert L. Hunter 332 W. Sunbury Road 1
Butler, Pennsylvania 16001
J. Michael King Route 3 1
Emlenton, Pennsylvania 16373
John B. Mason Box 239 1
Knox, Pennsylvania 16232
Article 7. Preemptive Rights. The shareholders of this Corporation shall
not have preemptive rights with respect to any securities of this Corporation.
2
Article 8. Merger, Consolidation, Liquidation or Dissolution. No merger,
consolidation, liquidation, or dissolution of this Corporation nor any action
that would result in the sale or other disposition of all or substantially all
of the assets of this Corporation shall be valid unless first approved by the
affirmative vote of the holders of at least eighty percent (80%) of the
outstanding shares of Common Stock of this Corporation. This Article 8 may bot
be amended unless first approved by the affirmative vote of the holders of at
least eighty percent (80%) of the outstanding shares of Common Stock of this
Corporation.
Article 9. Cumulative Voting. Cumulative voting rights shall not exist with
respect to the election of directors.
Article 10. Opposition of Tender (or Other Offer).
A. The Board of Directors may, if it deems it advisable, oppose a tender or
other offer for the Corporation's securities, whether the offer is in cash or in
the securities of a corporation or otherwise. When considering whether to oppose
an offer, the Board of Directors may, but is not legally obligated to, consider
any relevant, germane or pertinent issue; by way of illustration, but not to be
considered any limitation on the power of the Board of Directors to oppose a
tender or other offer for this Corporation's securities, the Board of Directors
may, but shall not be legally obligated to, consider any or all of the
following:
(i) Whether the offer price is acceptable based on the historical
and present operating results or financial condition of this Corporation;
(ii) Whether a more favorable price could be obtained for this
Corporation's securities in the future;
(iii) The social and economic effects of the offer or transaction on
this Corporation and any of its subsidiaries, employees, depositors,loan and
other customers, creditors, shareholders and other elements of the communities
in which this Corporation and any of its subsidiaries operate or are located;
(iv) The reputation and business practice of the offeror and its
management and affiliates as they would affect the shareholders, employees,
depositors, and customers of the Corporation and its subsidiaries and the future
value of the Corporation's stock;
(v) The value of the securities (if any) which the offeror is
offering in exchange for the Corporation's securities, based on an analysis of
the worth of the corporation or other entity whose securities are being offered;
(vi) The business and financial conditions and earnings prospects of
the offeror, including, but not limited to, debt service and other existing or
likely financial obligations of the offeror, and the possible affect of such
conditions upon this Corporation and any of its subsidiaries and the other
elements of the communities in which this Corporation and any of its
subsidiaries operate or are located;
(vii) Any antitrust or other legal and regulatory issues that are
raised by the offer.
3
(b) If the Board of Directors determines that an offer should be rejected,
it may take any lawful action to accomplish its purpose, including, but not
limited to, any or all of the following: advising shareholders not to accept the
offer; litigation against the offeror; filing complaints with all governmental
and regulatory authorities; acquiring the offeror corporation's securities;
selling or otherwise issuing authorized but unissued securities or treasury
stock or granting options with respect thereto; acquiring a company to create an
antitrust or other regulatory problem for the offeror; and obtaining a more
favorable offer from another individual or entity.
4