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EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
TRI CITY BANKSHARES CORPORATION
ARTICLE I
The name of the corporation is "Tri City Bankshares Corporation."
ARTICLE II
The period of existence of the corporation shall be perpetual.
ARTICLE III
The corporation is authorized to engage in any lawful activity for
which corporations may be organized under the Wisconsin Business Corporation
Law, Chapter 180 of the Wisconsin Statutes and any successor provisions.
ARTICLE IV
The corporation is authorized to act as guarantor or surety of the
obligations of other entities, natural, corporate or otherwise, whether or not
in furtherance of the objects, purposes, business or other activities of the
corporation or for its benefit.
ARTICLE V
The aggregate number of shares which the corporation shall have
authority to issue is 2,200,000, designated by class and par value per share as
follows:
Par Value
Class Number of Shares Per Share
----- ---------------- ---------
Cumulative Preferred 200,000 $1.00
Common 2,000,000 $1.00
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ARTICLE VI
The preferences, limitations, designations and relative rights of each
class or series of stock which the corporation is authorized to issue under
Article V, above, are as follows:
6.1. Cumulative Preferred Stock.
6.11. Directors' Authority to Establish Series of Cumulative Preferred
Stock. The Board of Directors is authorized to divide the Cumulative Preferred
Stock into series and fix and determine the relative rights and preferences of
each series. Each series shall be so designated by the Board of Directors as to
distinguish the shares thereof from the shares of all other series. All shares
of Cumulative Preferred Stock shall be identical except as to the following
relative rights and preferences, as to which the Board of Directors may
establish variations between different series not inconsistent with the
provisions of these Articles of Incorporation:
(i) The rate of dividend;
(ii) The price at and the terms and conditions on which
shares may be redeemed;
(iii) The amount payable upon shares in event of voluntary or
involuntary liquidation;
(iv) Sinking fund provisions for the redemption or purchase
of shares;
(v) The terms and conditions on which shares may be
converted into Common Stock, if the shares of any series are issued
with the privilege of conversion;
(vi) Voting rights, if any.
6.12. Dividends. The holders of Cumulative Preferred Stock of all
series shall be entitled to receive dividends, if and when declared by the Board
of Directors of the corporation, at such rates as shall be stated in the
resolution or resolutions of the Board of Directors providing
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for the issuance thereof, payable quarterly in each calendar year. The dividends
on the Cumulative Preferred Stock shall be cumulative so that if at any time the
full amount of dividends accrued and in arrears on the Cumulative Preferred
Stock shall not be paid, the deficiency shall be payable without interest before
any dividends, other than dividends payable in Common Stock, or other
distributions shall be paid upon or set aside for the Common Stock. Dividends on
Cumulative Preferred Stock shall accrue on each share from the first day of the
quarterly period following that in which such share is issued. All dividends on
Cumulative Preferred Stock shall be without priority as between series, and
shall be paid or set apart before any dividends or other distributions, other
than dividends payable in Common stock, shall be paid upon or set aside for, the
Common Stock. Any dividends paid upon the Cumulative Preferred Stock in an
amount less than full cumulative dividends accrued and in arrears upon all
Cumulative Preferred Stock outstanding shall, if more than one series be
outstanding, be distributed among the different series in proportion to the
aggregate amounts which would be distributable to the Cumulative Preferred Stock
of each series if full cumulative dividends were declared and paid thereon.
6.13. Liquidation. In the event of the voluntary or involuntary
liquidation of the corporation, the holders of Cumulative Preferred Stock shall
be entitled to receive in full out of the net assets of the corporation the
fixed voluntary liquidation amount thereof, plus accrued dividends thereon, as
provided in the resolution or resolutions providing for the issuance thereof,
before any amount shall be paid to the holders of Common Stock. If upon
liquidation of the corporation the net assets of the corporation shall be
insufficient to pay the holders of all of the Cumulative Preferred Stock the
entire amounts to which they may be entitled, the assets of the corporation
shall, if more than one series are outstanding, be distributed among the
different
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series in proportion to the aggregate which would be distributable to the
Cumulative Preferred Stock of each series if sufficient assets were available.
The remaining net assets shall be distributed pro rata among the holders of
Common Stock.
6.2. Common Stock.
6.21. Voting. The holders of the Common Stock shall be entitled to one
vote for each share of stock.
6.22. Dividends. In no event shall any dividend whatever be paid or
declared or any distribution made on the Common Stock, other than dividends
payable in Common Stock, unless and until full cumulative dividends upon the
Cumulative Preferred Stock for all past quarterly dividend periods shall have
been paid and full cumulative dividends as aforesaid on the Cumulative Preferred
Stock for the then or current quarterly dividend period shall have been paid or
a sum sufficient for the payment thereof set apart for such payment.
6.23. Liquidation. In the event of the voluntary or involuntary
liquidation of the Corporation, the net assets of the corporation remaining
after payment of the preferential rights of the holders of the Cumulative
Preferred Stock shall be distributed pro rata among the holders of the Common
Stock.
ARTICLE VII
The "requisite affirmative votes" and the recitals of votes which are
"requisite for adoption" or "requisite for approval" referred to and to be set
forth pursuant to the Wisconsin Business Corporation Law shall be the
affirmative vote of the holders of a majority of the shares entitled to vote on
the proposal unless any class or series of shares is entitled to vote thereon as
a class, in which event the proposal shall be adopted by receiving the
affirmative votes of holders
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of a majority of shares of each class of shares and each series entitled to vote
thereon as a class and of the total shares entitled to vote thereon.
ARTICLE VIII
As provided in the Wisconsin Business Corporation Law, the corporation
is hereby authorized to purchase, take, receive or otherwise acquire, hold, own,
pledge, transfer or otherwise dispose of its own shares, directly or indirectly,
without the consent of its shareholders. Shares of Cumulative Preferred Stock
acquired by the corporation whether upon redemption, conversion or otherwise,
shall not thereafter be disposed of as shares of the series under which such
shares were initially issued and such shares shall become authorized and
unissued shares of Cumulative Preferred Stock which may be designated as shares
of any other series.
ARTICLE IX
No holder of shares of the capital stock of any class of the
corporation or any series thereof shall have any pre-emptive or preferential
right of subscription to any shares of any class of stock of the corporation or
series thereof, whether now or hereafter authorized, or to any securities or
obligations convertible into stock of the corporation, and all such additional
shares of stock or securities or obligations convertible into stock may be
issued and disposed of by the Board of Directors to such person or persons and
on such terms and for such consideration (so far as may be permitted by law) as
the Board of Directors, in its absolute discretion may deem advisable.
ARTICLE X
The number of directors constituting the Board of Directors shall be
such number, not less than three (3), as shall be fixed from time to time by the
By-Laws.
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ARTICLE XI
The address of the registered office of the corporation is 6312 South
27th Street, Oak Creek, Wisconsin 53154, and the name of its registered agent at
such address is David A. Ulrich.
ARTICLE XII
These Restated Articles of Incorporation supersede and take the place
of the theretofore existing Articles of Incorporation of the corporation.
Executed in duplicate and seal affixed this 25th day of September,
1979.
TRI CITY BANKSHARES CORPORATION
By /s/ David A. Ulrich
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David A. Ulrich, President
By /s/ Henry Karbiner, Jr.
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Henry Karbiner, Jr., Secretary
This document was drafted by:
Eckard von Estorff
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
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AMENDMENT TO ARTICLES OF INCORPORATION
OF
TRI CITY BANKSHARES CORPORATION
The undersigned, in our official capacities as President and Secretary
of Tri City Bankshares Corporation, a corporation duly organized under the laws
of the State of Wisconsin (the "Corporation"), hereby certify that pursuant to
the vote of the shareholders of the Corporation, the following Amendment was
duly adopted:
Article V shall be amended in its entirety to read as follows:
ARTICLE V
The aggregate number of shares which the Corporation shall
have authority to issue is 5,200,000, designated by class and par value
per share as follows:
Par Value
Class Number of Shares Per Share
----- ---------------- ---------
Cumulative Preferred 200,000 $1.00
Common 5,000,000 $1.00
The Amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders of the Corporation at a special meeting held on
December 10, 1987.
The number of shares outstanding, the requisite number of votes for
approval and the total number of shares voted for and against the Amendment to
the Articles of Incorporation was as set forth below:
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Number of Votes Total Number Total Number
Number of Shares Requisite for of Shares of Shares
Class of Stock Outstanding (1) Approval Voted For Voted Against
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Common Stock 995,167 497,584 883,626 3,340
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1. All outstanding shares were entitled to vote. No preferred stock has been
issued.
The registered office of the Corporation is located in Milwaukee
County, Wisconsin. Executed in duplicate this 11th day of December,
1987.
/s/ David A. Ulrich
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David A. Ulrich, President
(No Corporate Seal)
/s/ Henry Karbiner, Jr.
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Henry Karbiner, Jr., Secretary
STATE OF WISCONSIN )
) SS
COUNTY OF MILWAUKEE )
Personally came before me this 17th day of December, 1987, the above
named David A. Ulrich and Henry Karbiner, Jr., to me known to be the President
and Secretary, respectively, of Tri City Bankshares Corporation and the persons
who executed the foregoing instrument and acknowledged the same.
/s/
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Notary Public, State of Wisconsin
My Commission:
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This instrument was drafted by:
Stephen J. Shenkenberg
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202-3590
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