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AMENDMENT OF ARTICLES OF INCORPORATION
CASS COMMERCIAL CORPORATION
Honorable Rebecca McDowell Cook
Secretary of State
State of Missouri
Jefferson City, Missouri 65101
Pursuant to the provisions of The General and Business
Corporation Law of Missouri, the undersigned Corporation
certifies the following:
1. The name of the Corporation is Cass Commercial
Corporation.
2. An amendment to the Corporation's Articles of
Incorporation was adopted by the shareholders on April 15,
1996.
3. The present Article Three is deleted in its entirety
and the following is substituted in lieu thereof as Article
Three.
ARTICLE THREE
The aggregate number of shares which the Corporation
shall have authority to issue is Twenty Two Million
(22,000,000) shares, of which Twenty Million (20,000,000)
shares shall be Common Stock having a par value of $.50 per
share, and Two Million (2,000,000) shares shall be Preferred
Stock having a par value of $.50 per share. No shareholder
shall be entitled to the preemptive right to acquire
additional shares of the Corporation.
The Board of Directors is expressly authorized, prior
to issuance, by adopting resolutions providing for the
issuance of shares of any particular series of Preferred
Stock and, if and to the extent from time to time required
by law, by filing certification thereto with the Secretary
of State of Missouri, to set or change the number of shares
to be included in each series of Preferred Stock and to
set or change in any one or more respects the designations,
preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications,
or terms and conditions of redemption relating to the
shares of each such series. The authority of the Board of
Directors with respect to each series of Preferred Stock
shall include, but not be limited to, setting or changing
the following:
(a) the distinctive serial designation of such series
and the number of shares constituting such series;
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(b) the annual dividend rate on shares of such series,
whether dividends shall be cumulative and, if so,
from which date or dates;
(c) whether the shares of such series shall be
redeemable and, if so, the terms and conditions of
such redemption, including the date or dates upon
and after which such shares shall be redeemable,
and the amount per share payable in case of
redemption, which amount may vary under different
conditions and at different redemption dates;
(d) the obligation, if any, of the Corporation to
retire shares of such series pursuant to a sinking
fund;
(e) whether shares of such series shall be convertible
into, or exchangeable for, shares of stock of
any other class or classes and, if so, the terms
and conditions of such conversion or exchange,
including the price or prices or the rate or
rates of conversion or exchange and the terms
of adjustment, if any;
(f) whether the shares of such series shall have
voting rights, in addition to the voting rights
provided by law, and if so, the terms of such
voting rights;
(g) the rights of the shares of such series in the
event of voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation; and
(h) any other relative rights, powers, preferences,
qualifications, limitations or restrictions
thereof relating to such series.
4. Of the 1,929,274 Common shares outstanding, 1,929,274
of such shares were entitled to vote on such amendment. No
shares other than Common shares were outstanding or entitled
to vote.
5. The number of shares voted for and against the
amendment was as follows:
CLASS NO. VOTED FOR NO. VOTED AGAINST
Common 1,329,076 28,028
6. The amendment changed the number or par value of
authorized shares having a par value; the amount in dollars of
authorized shares having a par value as changed is: $11,000,000.
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7. The amendment provides for a reclassification of issued
shares as follows:
Upon effectiveness of this Amendment, each outstanding
share of Common Stock, $2.50 par value per share, shall
automatically and without any action on the part of the
holder thereof be converted into and become one share of
Common Stock, $.50 par value per share.
IN WITNESS WHEREOF, the undersigned, Lawrence A. Collett,
Chairman, President and Chief Executive Officer of Cass
Commercial Corporation, has executed this instrument and its
Secretary, Lawrence L. Frieben, has affixed its corporate seal
hereto and attested said seal on the 19th day of April, 1996.
CORPORATE SEAL
CASS COMMERCIAL CORPORATION
ATTEST:
/s/ Lawrence L. Frieben By: /s/ Lawrence A. Collett
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Secretary or Assistant Secretary Chairman, President and
Chief Executive Officer
STATE OF MISSOURI )
) ss.
COUNTY OF ST. LOUIS )
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On this 19th day of April, in the year 1996, before me,
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Joan S. Meyer, a Notary Public in and for said State, personally
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appeared Lawrence A. Collett, the Chairman, President and Chief
Executive Officer of Cass Commercial Corporation, a Missouri
corporation, known to me to be the person who executed the within
Amendment of Articles of Incorporation and did state that the seal
affixed to the within instrument is the corporate seal of said
corporation and that said instrument was signed and sealed in behalf
of said corporation by authority of its Board of Directors, and
acknowledged to me that he executed the same for the purposes
therein stated.
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IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal in the County and State aforesaid, the day and year
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first above written.
/s/ Joan S. Meyer
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Notary Public
My Commission Expires:
4/2/2000
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