1
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
ST. FRANCIS CAPITAL CORP.
St. Francis Capital Corp., a corporation organized and existing under
Chapter 180 of the Wisconsin Business Corporation Law (the "WBCL") (the
"Corporation"), does hereby certify that the Board of Directors of the
Corporation (the "Board") duly adopted the necessary resolutions to increase the
number of designated shares of Series A Junior Participating Preferred Stock,
par value $.01 per share, pursuant to Section 180.1002 of the Wisconsin Statutes
and the authority conferred upon the Board by the Articles of Incorporation; and
to effectuate the foregoing, further approved the amendment of the first
sentence of Subsection B(1) of Article IV of the existing Articles of
Incorporation of the Corporation, to read as follows:
"1. DESIGNATION OF SERIES: NUMBER OF SHARES. The series of
Preferred Stock established hereby shall be designated the "Series A Junior
Participating Preferred Stock," par value $.01 per share (the "Series A
Preferred Stock"), and the authorized number of shares constituting the Series A
Preferred Stock shall be 240,000."
This Amendment to the Articles of Incorporation of the Corporation was
adopted by the Board of Directors of the Corporation by Unanimous Consent.
Dated as of the 23rd day of March, 1999.
By:_______________________________________
William R. Hotz, Executive Vice President,
Secretary and General Counsel
This document was drafted by and is returnable to:
PATRICK J. MARGET, ESQ.
MICHAEL BEST & FRIEDRICH LLP
100 EAST WISCONSIN AVENUE
SUITE 3300
MILWAUKEE, WISCONSIN 53202-4108
(414) 271-6560
2
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
ST. FRANCIS CAPITAL CORP.
St. Francis Capital Corp., a corporation organized and existing under
Chapter 180 of the Wisconsin Business Corporation Law (the "WBCL") (the
"Corporation"), does hereby certify that the Board of Directors of the
Corporation (the "Board") duly adopted the necessary resolutions to increase the
number of authorized shares of Common Stock to 24,000,000 shares, $.01 par value
per share, pursuant to Section 180.1002 of the Wisconsin Statutes and the
authority conferred upon the Board by the Articles of Incorporation; and to
effectuate the foregoing, further approved the amendment of the first sentence
of Article IV of the existing Articles of Incorporation of the Corporation, to
read as follows:
ARTICLE IV. Capital Stock. The total number of shares of all classes of
capital stock which the Corporation is authorized to issue is thirty million
(30,000,000) of which twenty-four million (24,000,000) shall be common stock,
$.01 par value per share ("Common Stock") and six million (6,000,000) shall be
preferred stock, $.01 par value per share ("Preferred Stock"). Shares may be
issued by the Corporation from time to time as approved by its Board of
Directors ("Board") and without shareholder approval. The consideration for
issuance of shares shall be paid in full before their issuance and shall not be
less than the par value per share. Consideration for shares shall be paid in
whole or in part in money, in other property, tangible and intangible, or in
labor or services performed for the Corporation. Absent fraud in the
transaction, the judgment of the Board as to the value of consideration received
for shares shall be conclusive. Upon payment of such consideration, the shares
shall be deemed fully paid and nonassessable by the Corporation.
This Amendment to the Articles of Incorporation of the Corporation was
adopted by the Board of Directors of the Corporation at a meeting of the Board
of Directors held on January __, 1999 and Shareholder approval of this Amendment
was received on January 27, 1999 in accordance with Section 180.1003 of the
Wisconsin Business Corporation Law.
Dated as of the 10th day of February, 1999.
By: __________________________________________
William R. Hotz, Executive Vice President,
Secretary and General Counsel
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This document was drafted by and is returnable to:
TERESA M. LEVY, ESQ.
MICHAEL BEST & FRIEDRICH LLP
100 EAST WISCONSIN AVENUE
SUITE 3300
MILWAUKEE, WISCONSIN 53202-4108
(414) 271-6560
4
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
ST. FRANCIS CAPITAL CORP.
St. Francis Capital Corporation, a corporation organized and existing
under Chapter 180 of the Wisconsin Business Corporation Law (the "Corporation"),
does hereby certify that the Board of Directors of the Corporation (the "Board")
duly adopted the necessary resolutions to create a new series of Preferred Stock
consisting of 120,000 shares designated as Series A Junior Participating
Preferred Stock, $.01 par value per share, pursuant to Section 180.0602 of the
Wisconsin Business Corporation Law ("WBCL") and the authority conferred upon the
Board by the Articles of Incorporation; and to effectuate the foregoing, further
approved the amendment of Subsection B of Article IV of the existing Articles of
Incorporation, to read as follows:
B. PREFERRED STOCK. Shares of Preferred Stock may be issued
from time to time, in one or more classes or series, in any manner
permitted by law pursuant to a resolution or resolutions of the Board,
each class or series to be appropriately designated prior to issuance
of any shares thereof. The Board is authorized to act under WBCL
Section 180.0602 (or any successor statutory provision) to determine
with respect to any class or series of shares of preferred stock the
preference, limitations and relative rights, in whole or in part,
before the issuance of any shares of that class or series. The Board
also may create one or more series within a class and, with respect to
any series, determine the number of shares, the distinguishing
designation and preferences, limitation and relative rights, in whole
or in part, before issuance of shares of that series.
1. DESIGNATION OF SERIES: NUMBER OF SHARES. There is
designated a series of Preferred Stock titled as "Series A Junior
Participating Preferred Stock," par value $.01 per share (the "Series A
Preferred Stock"), and the authorized number of shares constituting the
Series A Preferred Stock shall be 120,000. Such number of authorized
shares may be increased or decreased, from time to time, by resolution
of the Board; provided, however, that no such decrease shall reduce the
number of authorized shares of the Series A Preferred Stock to a number
less than the number of shares of the Series A Preferred Stock then
outstanding, plus the number of such shares then reserved for issuance
upon the exercise of any outstanding options, warrants or rights or the
exercise of any conversion or exchange privilege contained in any
outstanding security issued by the Corporation.
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2. DIVIDENDS AND DISTRIBUTIONS.
a. Subject to the rights of the holders of
shares of any other series of Preferred Stock (or shares of any other
class of capital stock of the Corporation) ranking senior to the Series
A Preferred Stock with respect to dividends, the holders of shares of
the Series A Preferred Stock, in preference to the holders of shares of
Common Stock and of any other class of capital stock of the Corporation
ranking junior to the Series A Preferred Stock with respect to
dividends, shall be entitled to receive, when, as and if declared by
the Board out of funds legally available therefor, such dividends,
subject to the provision for adjustment hereinafter set forth, equal to
100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in
shares of Common Stock or subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common
Stock. In the event the Company shall at any time after September 25,
1997 (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares,
then in each such case the amount to which holders of shares of Series
A Preferred Stock were entitled immediately prior to such event shall
be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.
b. The Board shall declare, out of funds
legally available therefor, a dividend or distribution on the Series A
Preferred Stock, as provided in paragraph (a) of this Section
immediately after it has declared a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock).
3. VOTING RIGHTS. In addition to any other voting
rights required by applicable law, the holders of shares of the Series
A Preferred Stock shall have the following voting rights:
a. Each share of the Series A Preferred Stock
shall entitle the holder thereof to 100 votes on all matters submitted
to a vote of the shareholders of the Corporation. The multiple of 100
(the "Voting Multiple") set forth in the preceding sentence shall be
adjusted from time to time as hereinafter provided in this paragraph.
In the event that the Corporation shall at any time after the effective
date of this amendment to the Articles of Incorporation (the
"Amendment") (i) declare or pay any dividend on Common Stock payable in
shares of Common Stock, or (ii) effect a subdivision, combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common
Stock, then, in each such case, the Voting Multiple thereafter
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applicable to the determination of the number of votes per share to
which the holders of shares of the Series A Preferred Stock shall be
entitled shall be the Voting Multiple in effect immediately prior to
such event multiplied by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding immediately after such
event and the denominator of which shall be the number of shares of
Common Stock that were outstanding immediately prior to such event.
b. Except as otherwise provided in this
Amendment, in any other amendment establishing another series of
Preferred Stock (or any series of any other class of capital stock of
the Corporation) or by applicable law, the holders of the Series A
Preferred Stock, the holders of Common Stock and the holders of any
other class of capital stock of the Corporation having general voting
rights shall vote together as a single class on all matters submitted
to a vote of the shareholders of the Corporation.
c. Except as otherwise provided in this
Amendment or by applicable law, the holders of the Series A Preferred
Stock shall have no special voting rights and their consent shall not
be required (except to the extent provided in paragraph (b) of this
Section for the taking of any corporate action.
4. CERTAIN RESTRICTIONS.
a. Whenever dividends or other distributions
payable on the Series A Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on outstanding shares of the
Series A Preferred Stock shall have been paid in full, the Corporation
shall not:
(1) declare or pay dividends or make any
other distributions on any shares of any class of capital stock of the
Corporation ranking junior (either as to dividends or upon liquidation,
dissolution or winding up of the Corporation) to the Series A Preferred
Stock;
(2) declare or pay dividends, or make
any other distributions, on any shares of any class of capital stock of
the Corporation ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up of the Corporation) with the
Series A Preferred Stock, except dividends paid ratably on the Series A
Preferred Stock and all such parity stock on which dividends are
accrued and unpaid in proportion to the total amounts to which the
holders of all such shares are then entitled;
(3) redeem, purchase or otherwise
acquire for consideration any shares of any class of capital stock of
the Corporation ranking junior (either as to dividends or upon
liquidation, dissolution or winding up of the Corporation) to the
Series A Preferred Stock, except that the Corporation may at any time
redeem, purchase or otherwise acquire any shares of such junior stock
in
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exchange for other shares of any class of capital stock of the
Corporation ranking junior (both as to dividends and upon dissolution,
liquidation or winding up of the Corporation) to the Series A Preferred
Stock; or
(4) purchase or otherwise acquire for
consideration any shares of the Series A Preferred Stock or any shares
of any class of capital stock of the Corporation ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up
of the Corporation) with the Series A Preferred Stock, or redeem any
shares of such parity stock, except in accordance with a purchase offer
made in writing or by publication to the holders of all such shares
upon such terms and conditions as the Board, after taking into
consideration the respective annual dividend rates and the other
relative powers, preferences and rights of the respective series and
classes of such shares, shall determine in good faith will result in
fair and equitable treatment among the respective holders of shares of
all such series and classes.
b. The Corporation shall not permit any
subsidiary of the Corporation to purchase or otherwise acquire for
consideration any shares of any class of capital stock of the
Corporation unless the Corporation could, under paragraph (a) of this
Section, purchase or otherwise acquire such shares at such time and in
such manner.
5. REACQUIRED SHARES. Any shares of the Series A
Preferred Stock purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and cancelled promptly after
such purchase or acquisition. All such cancelled shares shall thereupon
become authorized and unissued shares of Preferred Stock and may be
reissued as part of any new series of Preferred Stock, subject to the
conditions and restrictions on issuance set forth in the Articles of
Incorporation of the Corporation, from time to time, in any other
amendment establishing another series of Preferred Stock (or any series
of any other class of capital stock of the Corporation) or in any
applicable law.
6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
liquidation (whether voluntary or otherwise), dissolution or winding up
of the Corporation, no distribution shall be made (a) to the holders of
shares of any class of capital stock of the Corporation ranking junior
(either as to dividends or upon liquidation, dissolution or winding up
of the Corporation) to the Series A Preferred Stock unless, prior
thereto, the holder of each outstanding share of the Series A Preferred
Stock shall have received an amount equal to the accrued and unpaid
dividends and distributions thereon, whether or not declared, to the
date of such payment, plus an amount equal to the greater of (i) $1.00,
and (ii) an aggregate amount, subject to adjustment as hereinafter
provided in this Section, equal to 100 times the aggregate per share
amount to be distributed to the holders of Common Stock, or (b) to the
holders of shares of any class of capital stock of the Corporation
ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up of the Corporation) with the Series A
Preferred Stock, except
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distributions made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of
all such shares are entitled upon such liquidation, dissolution or
winding up. In the event that the Corporation shall at any time after
the effective date of this Amendment (a) declare or pay any dividend on
Common Stock payable in shares of Common Stock, or (b) effect a
subdivision, combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then, in each such case, the aggregate amount
per share to which the holders of shares of the Series A Preferred
Stock would have been entitled to receive immediately prior to such
event pursuant to clause (a)(ii) of the preceding sentence shall be
adjusted by multiplying such aggregate per share amount by a fraction,
the numerator of which shall be the number of shares of Common Stock
outstanding immediately after such event and the denominator of which
shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.
7. CONSOLIDATION, MERGER, ETC. In the event that the
Corporation shall be a party to any consolidation, merger, combination
or other transaction in which the outstanding shares of Common Stock
are converted or changed into or exchanged for other capital stock,
securities, cash or other property, or any combination thereof, then,
in each such case, each share of the Series A Preferred Stock shall at
the same time be similarly converted or changed into or exchanged for
an aggregate amount, subject to adjustment as hereinafter provided in
this Section, equal to 100 times the aggregate amount of capital stock,
securities, cash and/or other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is being
converted or changed or exchanged. In the event that the Corporation
shall at any time after the effective date of this Amendment declare or
pay any dividend on Common Stock payable in shares of Common Stock or
effect a subdivision, combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then, in each such case, the
aggregate amount per share to which the holders of shares of the Series
A Preferred Stock would have been entitled to receive immediately prior
to such event pursuant to the preceding sentence shall be adjusted by
multiplying such aggregate per share amount by a fraction, the
numerator of which shall be the number of shares of Common Stock
outstanding immediately after such event and the denominator of which
shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.
8. NO REDEMPTION. The shares of the Series A
Preferred Stock shall not be redeemable at any time.
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9. RANK. Unless otherwise provided in the amendment
establishing another series of Preferred Stock after the effective date
of this Amendment, the Series A Preferred Stock shall rank, as to the
payment of dividends and the making of any other distribution of assets
of the Corporation, senior to the Common Stock, but junior to all other
series of the Preferred Stock.
10. AMENDMENTS. The Articles of Incorporation of the
Corporation shall not be amended in any manner which would materially
alter or change the powers, preferences and rights of the Series A
Preferred Stock so as to adversely affect any thereof without the
affirmative vote of the holders of at least two-thirds of the
outstanding shares of the Series A Preferred Stock, voting separately
as a single class.
11. FRACTIONAL SHARES. Fractional shares of the
Series A Preferred Stock may be issued, but, unless the Board shall
otherwise determine, only in multiples of one one-hundredth of a share.
The holder of any fractional share of the Series A Preferred Stock
shall be entitled to receive dividends, participate in distributions,
exercise voting rights and have the benefit of all other powers,
preferences and rights relating to the Series A Preferred Stock in the
same proportion as such fractional share bears to a whole share.
The foregoing constitutes the text of this Amendment. None of the
shares of Series A Junior Participating Preferred Stock authorized thereby has
been issued as of the date hereof.
This Amendment to the Articles of Incorporation of the Corporation was
adopted by the Board of Directors of the Corporation at a meeting of the Board
of Directors held on September 25, 1997 in accordance with Section 180.0602 of
the Wisconsin Business Corporation Law. Shareholder approval of this Amendment
was not required.
Dated as of the 25th day of September, 1997.
By: ___________________________________
Thomas R. Perz
President/Chief Executive Officer
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This document was drafted by and is returnable to:
JAMES P. PETERSON, ESQ.
MICHAEL BEST & FRIEDRICH LLP
100 EAST WISCONSIN AVENUE
SUITE 3300
MILWAUKEE, WI 53202
(414) 271-6560
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ARTICLES OF INCORPORATION
OF
ST. FRANCIS CAPITAL CORPORATION
The undersigned, acting as incorporator of a corporation under the
Wisconsin Business Corporation Law ("WBCL"), adopts the following Articles of
Incorporation for such corporation:
Article I. Corporate Name. The name of the corporation is St.
Francis Capital Corporation (the "Corporation").
Article II. Duration. The duration of the Corporation is perpetual.
Article III. Purpose. The Corporation is organized for the purpose
of engaging in any lawful activity for which corporations may be organized under
the laws of the State of Wisconsin.
Article IV. Capital Stock. The total number of shares of all classes
of capital stock which the Corporation is authorized to issue is eighteen
million (18,000,000) of which twelve million (12,000,000) shall be common stock,
$.01 par value per share ("Common Stock") and six million (6,000,000) shall be
preferred stock, $.01 par value per share ("Preferred Stock"). Shares may be
issued by the Corporation from time to time as approved by its Board of
Directors ("Board") and without shareholder approval. The consideration for
issuance of shares shall be paid in full before their issuance and shall not be
less than the par value per share. Consideration for shares shall be paid in
whole or in part in money, in other property, tangible or intangible, or in
labor or services performed for the Corporation. Absent fraud in the
transaction, the judgment
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of the Board as to the value of consideration received for shares shall be
conclusive. Upon payment of such consideration, the shares shall be deemed fully
paid and nonassessable by the Corporation.
A description of the different classes and series of the Corporation's
capital stock and a statement of the powers, designations, preferences,
limitations and relative rights of shares of each class and series are as
follows:
A. Common Stock. Except as provided in this Article IV (or in any
resolution or resolutions adopted by the Board pursuant hereto), exclusive
voting power shall be vested in the Common Stock, holders thereof being entitled
to one vote for each share of 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 out of funds lawfully
available therefor. Upon any liquidation, dissolution or winding up of the
affairs of the Corporation, holders of Common Stock shall be entitled to receive
pro rata the remaining assets of the Corporation after payment in full to the
holders of any class of stock having preference over the Common Stock of any
sums to which they may be entitled.
B. Preferred Stock. Shares of Preferred Stock may be issued from
time to time, in one or more classes or series, in any manner permitted by law
pursuant to a resolution or resolutions of the Board, each class or series to be
appropriately designated prior to issuance of any shares thereof. The Board is
authorized to act under WBCL Section 180.0602 (or any successor statutory
provision) to determine with respect to any class or series of shares of
preferred stock the preference, limitations and relative rights, in whole or in
part, before the issuance of any shares of that class or series. The Board also
may create one or more series
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within a class and, with respect to any series, determine the number of shares,
the distinguishing designation and preferences, limitations and relative rights,
in whole or in part, before issuance of shares of that series.
C. Voting Restrictions.
1. The following definitions shall apply to this Section C
of this Article IV:
a. An "affiliate" of a specified person shall
mean a person that directly, or indirectly through one or
more intermediaries, controls or is controlled by, or is
under common control with, the person specified.
b. "Beneficial ownership" shall be determined
pursuant to Rule 13d-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934
(or any successor rule or statutory provision), or, if
said Rule 13d-3 shall be rescinded and there shall be no
successor rule or statutory provision thereto, pursuant
to said Rule 13d-3 as in effect on the date of filing of
these Articles of Incorporation; provided, however, that
a person shall, in any event, also be deemed the
"beneficial owner" of any Common Stock:
(1) which such person or any of its affiliates
beneficially owns, directly or indirectly; or
(2) which such person or any of its affiliates
has (i) the right to acquire (whether such right is
exercisable immediately or only after the passage of
time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights,
exchange rights, warrants, or options or otherwise, or
(ii) sole or shared voting or
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investment power with respect thereto pursuant to any
agreement, arrangement, understanding, relationship or
otherwise (but shall not be deemed to be the beneficial
owner of any voting shares solely by reason of a
revocable proxy granted for a particular meeting of
stockholders, pursuant to a public solicitation of
proxies for such meeting, with respect to shares of which
neither such person nor any such affiliate is otherwise
deemed the beneficial owner); or
(3) which are beneficially owned, directly or
indirectly, by any other person with which such first
mentioned person or any of its affiliates acts as a
partnership, limited partnership, syndicate or other
group pursuant to any agreement, arrangement or
understanding for the purpose of acquiring, holding,
voting or disposing of any shares of capital stock of
this Corporation;
and provided further, however, that (1) no director or officer
of this Corporation (or any affiliate of any such director or
officer) shall, solely by reason of any or all of such directors
or officers acting in their capacities as such, be deemed, for
any purposes hereof, to beneficially own any Common Stock
beneficially owned by any other such director or officer (or any
affiliate thereof), and (2) neither any employee stock ownership
or similar plan of this Corporation or any subsidiary of this
Corporation, nor any trustee with respect thereto (or any
affiliate of such trustee) shall, solely by reason of such
capacity of such trustee, be deemed for any purposes hereof, to
beneficially own any Common Stock held under such plan. For
purposes of computing the percentage beneficial ownership of
Common
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Stock of a person, the outstanding Common Stock shall include
shares deemed owned by such person through application of this
subsection but shall not include any other Common Stock which
may be issuable by the Corporation pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or
otherwise. For all other purposes, outstanding Common Stock
shall include only Common Stock then outstanding and shall not
include any Common Stock which may be issuable by this
Corporation pursuant to any agreement, or upon the exercise of
conversion rights, warrants or options, or otherwise.
c. The term "person" includes an individual, group
acting in concert, corporation, partnership, association, joint
stock company, trust, unincorporated organization or similar
company, and/or a syndicate or any other group formed for the
purpose of acquiring, holding or disposing of equity securities
of the Corporation.
d. The term "acquire" includes every type of
acquisition, whether effected by purchase, exchange, operation
of law or otherwise.
2. Any provision (excepting Section C.7. of this Article
IV) in these Articles of Incorporation to the contrary notwithstanding, no
person shall, for a period of 5 years from the effective date of completion of
the conversion of St. Francis Bank, F.S.B. from mutual to stock form (which
entity shall become a wholly-owned subsidiary of the Corporation upon completion
of holding company formation), directly or indirectly acquire beneficial
ownership of more than 10% of any class of equity security of the Corporation;
provided that this limitation shall not apply to any purchase of shares by
underwriters retained by the Corporation in connection with a public offering of
stock of the Corporation or to the purchase of shares by a tax-qualified
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employee stock benefit plan exempt from the approval requirements of 12 C.F.R.
ss.574.3(c)(1)(vi).
3. Any provision (excepting Section C.7. of this Article
IV) in these Articles of Incorporation to the contrary notwithstanding, if any
person acquires direct or indirect beneficial ownership of more than 10% of the
then outstanding shares of Common Stock of the Corporation, whether in violation
of Section C.2. or subsequent to the expiration of 5 years from completion of
the conversion of St. Francis Bank, F.S.B., any shares of Common Stock
beneficially owned in excess of 10% (i) shall not be counted as shares entitled
to vote, (ii) shall not be voted by any person or counted as voting shares in
connection with any matter submitted to the shareholders for a vote, and (iii)
shall not be counted as outstanding for purposes of determining a quorum or the
affirmative vote necessary to approve any matter submitted to the shareholders
for a vote; provided that this limitation shall not apply to any purchase of
shares by underwriters retained by the Corporation in connection with a public
offering of stock of the Corporation or to the purchase of shares by a
tax-qualified employee stock benefit plan exempt from the approval requirements
of 12 C.F.R. ss.574.3(c)(1)(vi).
4. Any construction, application, or determination made by
the Board pursuant to this Section C, in good faith and on the basis of
information and assistance then reasonably available, shall be conclusive and
binding upon the Corporation and its shareholders.
5. If any provision (or portion thereof) of this Section C
is found to be invalid, prohibited or unenforceable, the remaining provisions
(or portions thereof) shall remain in full force and effect, and shall be
construed as if the invalid, prohibited or unenforceable provision had been
stricken or otherwise rendered inapplicable, it being the intent of the
Corporation and its shareholders that the remaining provisions (or portions
thereof) of this
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Section C remain to the fullest extent permitted by law, applicable and
enforceable as to all shareholders (including shareholders owning Common Stock
in excess of 10% of the total shares outstanding) notwithstanding any such
finding.
6. The provisions of this Section C of Article IV shall not
apply to an acquisition of more than 10% of the shares of Common Stock if such
acquisition has been approved by a majority of disinterested directors;
provided, such approval shall be effective only if obtained at a meeting where a
quorum of disinterested directors is present. At a meeting where such quorum is
present, the disinterested directors shall have the power to construe and apply
the provisions of this Section C of Article IV and to make all determinations
necessary or desirable to implement its provisions, including but not limited to
matters with respect to (a) the number of shares beneficially owned by any
person, (b) whether a person has an agreement, arrangement, or understanding
with another as to the matters referred to in the definition of beneficial
ownership, or (c) the application of any other material fact relating to the
applicability or effect of this Section C of Article IV.
7. This Section C is in addition to, and is not intended to
make inapplicable, Section 180.1150 of the WBCL (or any successor statutory
provision). The Corporation expressly elects to be subject to Section 180.1150
of the WBCL as if it were an "issuing public corporation" as defined in Section
180.1130(8) of the WBCL.
Article V. Repurchase of Shares. The Corporation may from time to
time, pursuant to authorization by the Board and without shareholder action,
purchase or otherwise acquire shares of any class or series of capital stock, or
any bonds, debentures, notes, scrip, warrants, obligations, evidences of
indebtedness, or other securities of the Corporation in such manner, upon such
terms, and in such amounts as the Board shall determine; subject, however, to
such
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limitations or restrictions as may be contained in the express terms of any
class or series of shares of capital stock of the Corporation outstanding at the
time of the purchase or acquisition or as imposed by law or regulation.
Article VI. Internal Affairs.
A. The business and affairs of the Corporation shall be managed by
or under the direction of the Board. In addition to the powers and authority
expressly conferred by statute, these Articles of Incorporation, or the By-laws,
the directors are empowered to exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation.
B. Subject to the rights of holders of any class or series of
Preferred Stock, and except as otherwise provided by the WBCL, special meetings
of shareholders of the Corporation may be called only by the Board pursuant to a
resolution adopted by a majority of the Board.
C. The Board of the Corporation shall consist of not less than
seven (7) nor more than twenty-five (25) members, as determined in the manner
specified in the Corporation's By-laws, as amended from time to time. The names
of the initial members of the Board are as follows:
William F. Double Robert V. Rice
Rudolph T. Hoppe John C. Schlosser
Edward W. Mentzer Edmund O. Templeton
Thomas R. Perz
D. The Board, other than those members who may be elected by the
holders of any class or series of capital stock having preference over the
Common Stock as to dividends or upon liquidation, shall be divided into three
classes. At the first annual meeting of shareholders following the effective
date of these Articles of Incorporation, directors of the first class shall be
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elected to hold office for a term expiring at the next succeeding annual
meeting, directors of the second class shall be elected to hold office for a
term expiring at the second succeeding annual meeting, and directors of the
third class shall be elected to hold office for a term expiring at the third
succeeding annual meeting, and, with respect to directors of each class, until
their respective successors are elected and qualified. At each subsequent annual
meeting of shareholders, directors elected to succeed those whose terms are
expiring shall be elected for a term to expire at the third succeeding annual
meeting of shareholders and until their respective successors are elected and
qualified.
E. Directors may be removed from office only for cause and by (i)
the affirmative vote of the holders of not less than 80% of the issued and
outstanding shares of capital stock of the Corporation entitled to vote
generally in an election of directors, voting at a duly constituted meeting of
shareholders called for that purpose, or (ii) a majority of the total number of
directors. Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of Preferred Stock of the Corporation have the right,
voting separately as a class, to elect one or more directors of the Corporation,
only the shareholders of that class or series of Preferred Stock may participate
in the vote to remove that director, and the affirmative vote of holders of not
less than 80% of the issued and outstanding shares of that class or series of
Preferred Stock will be required to remove that director from office for cause.
F. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or from vacancies resulting from
death, resignation, retirement, removal from office or other cause may be filled
only by a majority vote of the directors then in office, though less than a
quorum, and directors so chosen shall hold office for a term expiring at the
annual meeting of
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shareholders at which the term of office of the class to which they have been
elected by the directors expires.
G. No person shall be eligible for election, reelection,
appointment or reappointment to the Board who:
1. beneficially owns less than 100 shares of Common Stock;
2. has been convicted of felony;
3. is not eligible for whatever reason to serve on the
board of directors of a federally regulated thrift
institution; or
4. is at such time adjudicated or otherwise legally
declared an incapacitated person by reason of mental
weakness.
H. There shall be no cumulative voting by shareholders of any
class or series in the election of directors of the Corporation.
Article VII. Notice, Nominations and Proposals by Shareholders.
A. Nominations for the election of directors and proposals for
any business to be considered by shareholders at any annual or special meeting
of shareholders may be made by the Board or by any shareholder of the
Corporation entitled to vote generally in the election of directors. In order
for a shareholder of the Corporation to make any such nominations and/or
proposals, and for such nominations or other business to be properly before the
annual or special meeting, he or she must give notice thereof in writing,
delivered or mailed by first class United States mail, postage prepaid, to the
Secretary of the Corporation not later than the close of business on the tenth
day following the day on which notice of the meeting was mailed to shareholders.
Each such notice given by a shareholder with respect to nominations for election
of directors shall set forth (i) the name, age, business address and residence
address of each
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nominee proposed in such notice, (ii) the principal occupation or employment of
each such nominee, (iii) the number of shares of stock of the Corporation
beneficially owned by each such nominee; (iv) a description of all arrangements
or understandings between such shareholders and such nominees and any other
person (naming such person) pursuant to which the nomination is to be made by
the shareholders; (v) such other information as would be required to be
included, or would be otherwise required to be disclosed, in a proxy statement
soliciting proxies for the election of the proposed nominee pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended, including any
information that would be required to be included had the nominee been nominated
by the Board of Directors; (vi) the written consent of each nominee to be named
in a proxy statement as a nominee and to serve, if elected, as a director, and
(vii) as to the shareholder giving such notice (a) his or her name and address
as they appear on the Corporation's books, (b) the class and number of shares of
the Corporation which are beneficially owned by such shareholder, and (c) a
representation that such shareholder is a holder of shares entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to make
the nomination. In addition, the shareholder making such nomination shall
promptly provide any other information reasonably requested by the Corporation.
B. Each notice given by a shareholder to the Secretary with
respect to business proposals to be brought before a meeting shall set forth in
writing as to each matter: (i) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (ii) the name and address, as they appear on the Corporation's books,
of the shareholder proposing such business; (iii) the class and number of shares
of the Corporation beneficially owned by such shareholder; and (iv) any material
interest of the shareholder in such business. Notwithstanding anything in these
Articles of Incorporation
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to the contrary, no business shall be considered at an annual or special meeting
except in strict accordance with the procedures set forth in this Article VII.
C. The Chairman of the annual or special meeting of shareholders
may, if the facts warrant, determine that a nomination or proposal was not made
in accordance with the foregoing procedures, and if he or she should so
determine, he or she shall declare to the meeting that the defective nomination
or proposal shall be disregarded. This provision shall not require the holding
of any adjourned or special meeting for the purpose of considering a defective
nomination or proposal.
Article VIII. Indemnification.
A. Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of service as a director or officer of the Corporation
or is or was serving or has agreed to serve at the request of the Corporation as
a director or officer of another corporation, including, without limitation, any
subsidiary, partnership, joint venture, trust or other enterprise, including
service with respect to an employee benefit plan (hereinafter an "indemnitee"),
whether the basis of such proceeding is alleged action in their capacity as a
director or officer or in any other capacity while serving as such, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the WBCL, as the same exists or may hereafter be amended (but, in
the case of any amendment, only to the extent the amendment permits the
Corporation to provide broader indemnification rights than such law permitted
prior to amendment), against all expense, liability and loss (including
attorneys fees, judgments, fines, Employee Retirement Income Security Act of
1974, excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by the
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indemnitee in connection therewith; provided, however, that, except as provided
in Section C of this Article VIII with respect to proceedings to enforce rights
to indemnification, the Corporation shall indemnify such indemnitee in
connection with a proceeding (or part thereof) initiated by the indemnitee only
if the proceeding (or part thereof) was authorized by the Board pursuant to the
WBCL on written request by the indemnitee to the Corporation.
B. The right to indemnification conferred in Section A of this
Article VIII shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
("advancement of expenses"); provided, that if the WBCL requires, an advancement
of expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity as director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking ("undertaking"), by
or on behalf of the indemnitee, to repay all amounts so advanced if it is
ultimately determined by final judicial decision from which there is no further
right to appeal ("final adjudication") that the indemnitee is not entitled to
indemnification for expenses under this Section B or otherwise, together with a
written affirmation by the indemnitee of his or her good faith belief that he or
she has not breached or failed his or her duties to the Corporation. The rights
to indemnification and to the advancement of expenses conferred in Sections A
and B of this Article VIII shall be contract rights and such rights shall
continue as to an indemnitee who has ceased to be a director or officer and
shall inure to the benefit of the indemnitee's heirs, executors and
administrators.
C. The rights to indemnifications and to advancement of expenses
conferred in this Article VIII shall not be exclusive of any other right which
any person may have or hereafter
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acquire under any statute, these Articles of Incorporation, By-laws, agreement,
vote of shareholders or directors, or otherwise.
D. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint, venture, trust or other enterprise
against any expense, liability or loss, regardless of whether the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the WBCL.
E. The Corporation may, as authorized from time to time by a
majority vote to disinterested directors, grant indemnification and advancement
of expenses to any employee or agent of the Corporation or any person who is or
was serving or has agreed to serve at the request of the Corporation as an
employee or agent of another corporation, including, without limitation, any
subsidiary of the Corporation, partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, to the
fullest extent of this Article VIII permits indemnification and advancement of
expenses for directors and officers of the Corporation.
Article IX. Limitation of Liability. A director of this Corporation
shall not be personally liable to the Corporation or its shareholders, or any
person asserting rights on behalf of the Corporation or its shareholders, for
monetary damages for breach or failure to perform any duty resulting from his or
her status unless the person asserting liability proves that the breach or
failure to perform constitutes: (i) a willful failure to deal fairly with the
Corporation or its shareholders in a matter in which the director has a material
conflict of interest, (ii) a violation of criminal law, unless the director had
reasonable cause to believe his or her conduct was lawful, (iii) a transaction
from which the director received an improper personal benefit, or (iv) willful
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misconduct. If the WBCL is hereafter amended to authorize corporate action
further eliminating or limiting the personal liability of directors, the
liability of directors of the Corporation shall be eliminated or limited to the
fullest extent permitted by such law as amended.
Any repeal or modification of the foregoing paragraph by shareholders
of the Corporation shall not adversely affect any right or protection of a
director existing at the time of such repeal or modification.
Article X. Business Combinations.
A. The Corporation elects to be subject to the provisions of WBCL
Sections 180.1130 to 180.1134, relating to approval of certain business
combinations and fair price provisions.
B. Any business combination (as defined in WBCL Section 180.1130)
must be approved by a majority of the disinterested directors.
C. A majority of the disinterested directors shall have the
further power to interpret all of the terms and provisions of the Article X and
WBCL Sections 180.1130 to 180.1134.
D. Nothing contained in this Article X shall be construed to
relieve any "significant shareholder," as defined in WBCL Section 180.1130 (11),
from any fiduciary obligations imposed by law.
E. This Article X is in addition to and is not intended to make
inapplicable Sections 180.1140-180.1145 of the WBCL or any successor sections.
Article XI. Registered Office. The initial registered office of the
Corporation is located in Milwaukee County, Wisconsin. The address of such
registered office is 3545 South Kinnickinnic Avenue, Milwaukee, Wisconsin,
53207. The name of its initial registered agent at such address is John C.
Schlosser.
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Article XII. Amendment of By-laws. In furtherance and not in
limitation of the powers conferred by statute, the Board is expressly authorized
to make, repeal, alter, amend and rescind the By-laws of the Corporation. The
By-laws shall not be made, repealed, altered, amended or rescinded by the
shareholders of the Corporation except by vote of the holders of not less than
80% of the outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors (considered for this purpose as one
class) cast at a meeting of shareholders called for that purpose (provided that
notice of such proposed adoption, repeal, alteration, amendment or rescission is
included in the notice of such meeting).
Article XIII. Amendment of Articles of Incorporation. Except as
otherwise required by law, no amendment, addition, alteration, change or repeal
of any provision of these Articles of Incorporation shall be made, unless first
proposed by the Board of the Corporation, upon the affirmative vote of at least
two-thirds of the directors then in office at a duly constituted meeting of the
Board called expressly for such purpose, and thereafter approved by the
shareholders by a majority of the total votes eligible to be cast at a duly
constituted meeting of shareholders called expressly for such purposes;
provided, however, that, notwithstanding any other provision of these Articles
of Incorporation or any provisions of law which might otherwise permit a lesser
vote or no vote, but in addition to any vote of the holders of any class or
series of the capital stock of this Corporation required by law or by these
Articles of Incorporation, the affirmative vote of the holders of at least 80%
of the shares entitled to vote thereon (after giving effect to the provisions of
Article IV) voting together as a single class, shall be required to amend or
repeal Articles IV, V, VI, VII, VIII, IX, X, XII, or XIII of these Articles of
Incorporation.
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Article XIV. Incorporator.
The name and address of the incorporator is as follows:
Name Address
W. Charles Jackson 100 East Wisconsin Avenue
Suite 3300
Milwaukee, WI 53202
IN WITNESS WHEREOF, these Articles of Incorporation have been executed
in triplicate as of the 16th day of December 1992.
------------------------------
W. Charles Jackson
Incorporator
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