EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
STURGIS BANCORP, INC.
The undersigned incorporaters, desire to form a Corporation ("Corporation")
pursuant to the provisions of Michigan Act 284, Public Acts of 1972 and, adopts
the following Articles of Incorporation for the Corporation.
FIRST. Name. The name of the Corporation is Sturgis Bancorp, Inc.
SECOND. Specific Purpose. The Corporation is organized for the purpose of
acting as a bank holding company under the provisions of the Bank Holding
Company Act of 1956, as amended, and without in any way being limited by the
forgoing specific purpose, to engage in any activity within the purpose for
which the Corporation may be organized under the Michigan Business Corporation
Act, as amended, including but not limited to acquiring, owning, managing and
controlling banks, savings banks, bank affiliates, savings bank affiliates and
bank holding companies including shares, voting securities, or all or
substantially all of the assets of the forgoing entities which bank holding
companies may now or hereafter be permitted by law to own, manage or control.
THIRD. Principal Office. The principal office of the Corporation shall be
located and shall conduct its business in the City of Sturgis, County of St.
Joseph, State of Michigan.
FOURTH. Registered Office and Resident Agent. The street address of the
Corporation's initial registrant office is 125 E. Chicago Road, P.O. Box 600,
Sturgis, Michigan 49091. The name of the Corporation's resident agent is Leonard
L. Eishen.
FIFTH. Shares. The total number of shares of all classes of the capital
stock which the Corporation has the authority to issue is ten million
(10,000,000) shares of which nine million (9,000,000) shall be common stock of
par value of one dollar ($1.00) per share and of which one million (1,000,000)
shares shall be preferred stock of par value of one dollar ($1.00) per share.
The shares may be issued from time to time as authorized by the Board of
Directors without further approval of its shareholders, except as otherwise
provided in this Article Fourth or to the extent of such approval is required by
governing law, rule or regulation. The shares may be issued for such
consideration as may be fixed from time to time by the Board of Directors. The
Board of Directors' judgement as to the value of the consideration received for
the shares shall be conclusive.
Upon payment of such consideration, such shares shall be deemed to be fully
paid and nonassessable. In a case of a stock dividend, that part of the surplus
of the Corporation 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.
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 Corporation
other than as a part of a general public offering or as qualifying shares to a
director, unless the issuance of 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 of shareholders.
Nothing contained in this ARTICLE FOURTH (or supplementary Articles hereto)
shall entitle the holders of any class of a series of capital stock to vote as a
separate class or series or to more than one vote per share.
Provided, that the 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 a series, to elect some members of the Board of
Directors, less than a majority thereof, in the event of default and 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 Corporation with another Corporation or the sale, lease, or
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conveyance (other than by mortgage or pledge) of properties or business in
exchange for securities of a Corporation other than the Corporation if the
preferred stock is exchanged for securities of such other Corporation.
(iii) To any amendment which would adversely change the specific terms
of any class or series of capital stock as set forth in this Article Fourth
(or any supplementary articles 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
corporation in a merger or consolidation for the Corporation, shall not be
considered to be such an adverse change.
A description of the different classes and series (if any) of the
Corporation'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 are as follows:
A. Common Stock. Except as provided in this ARTICLE FOURTH (or any
supplementary article thereto) 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.
Whenever there shall have been paid, or declared and set aside for payment,
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 a sinking fund, 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.
In the event of any liquidation, dissolution, or winding up of the
Corporation, the holders of the common stock (and the holders of any class or
series of stock entitled to participate with the common stock and the
distribution of assets) shall be entitled to receive, in cash or in kind, the
assets of the Corporation available for distribution remaining after: (i)
Payment or provisions for payment of the Corporation's debt and liabilities;
(ii) Distributions or provisions for distributions and settlement of its
liquidation account; and (iii) Distributions or provisions for distributions to
holders of any class or series of stock having preference over the common stock
and the liquidation, dissolution, or winding up of the Corporation. Each share
of common stock shall have the same relative rights as and be identical in all
respects with all the other shares of common stock.
B. Preferred Stock. The Corporation may provide in supplementary sections
to its Articles of Incorporation 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 article to the
Articles of Incorporation. 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 the 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 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
Corporation;
(f) Whether the shares of such series shall be entitled to the
benefits 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 in
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the manner of its application, including the price(s) in 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
Corporation 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 or conditions of such conversion or
exchange;
(h) The price or other consideration for which the shares of such a
series shall be issued; and
(i) Whether the shares of such series which are redeemed or converted
shall have a status of authorized but unissued shares of serial preferred
stock and whether such a share shall 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 the authority to divide, by the adoption
of an amendment to the articles of incorporation, any authorized class of
preferred stock into series, and within limitations set forth in this article
and the Articles of Incorporation, 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 an
amendment to the Articles of Incorporation adopted by the Board of Directors,
the Corporation shall file with the Secretary to the Board a dated copy of that
amendment to the Articles of Incorporation establishing and designating the
series and fixing and determining the relative rates and preferences thereof.
SIXTH. Incorporaters. The name and address of the incorporaters and the
number of shares subscribed for by each are as follows:
<Table>
<Caption>
NUMBER OF SHARES
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NAME ADDRESS COMMON PREFERRED
---- ------- ------ ---------
Raymond H. Dresser, Jr.................... 215 Haral Avenue 100 none
Sturgis, Michigan 49091
Leonard L. Eishen,........................ 66002 Knollwood Drive 100 none
Sturgis, Michigan 49091
Lawrence A. Franks........................ 609 E. Chicago Road 100 none
Sturgis, Michigan 49091
</Table>
SEVENTH. Term. The period for which this Corporation is organized is
perpetual.
EIGHTH. Board of Directors. The Corporation shall be under the direction
of a Board of Directors. The authorized number of directors, as stated in the
Corporation's by-laws, shall be no fewer than five (5) nor more than twenty-five
(25).
NINTH. Preemptive Rights. Holders of the capital stock of the Corporation
do not have preemptive rights with the respect to any shares of the Corporation
which may be issued.
TENTH. Limitation of Liability of Directors. No director of the
Corporation shall be personally liable to the Corporation or its shareholders
for monetary damages for any action taken or failure to take actions as a
director, except for liability for any of the following: (a) The amount of
financial benefit received by a director to which he or she is not entitled; (b)
Reckless or intentional infliction of harm on the Corporation or its
shareholders; (c) A violation of section 551 of the Michigan Business
Corporation Act, as amended; or (d) An intentional criminal act. If the Michigan
Business Corporation Act, is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation, in addition to the limitation on personal liability, contained
in these Articles of Incorporation shall be eliminated or limited to the fullest
extent permitted by the Michigan Business Corporation Act as so amended. No
amendment or repeal of Article Tenth shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of any director occurring before the effective
date of any such amendment or repeal.
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ELEVENTH. Indemnification.
A. Obligation to Indemnify. The Corporation shall indemnify any person who
was or is a party to or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal including, but
not limited to, any action by or in the right of the Corporation by reason of
the fact that the person is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic Corporation,
partnership, joint venture, trust, limited liability company or other
enterprise, whether for profit or not, against expenses (including actual and
reasonable attorney's fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by he or she in connection with such
action, suit or proceeding if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interest of the
Corporation or its shareholders and with respect to any criminal action or
proceeding, if the person had no reasonable cause to believe his or her conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nollo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner in which the person reasonable believed to be
in or not opposed to the best interest of the Corporation or its shareholders,
and with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful. However, indemnification shall not
be made for any claim, issue or matter in which such person had been found
liable to the Corporation unless and only to the extent that the court in which
such action or suit was brought has determined upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for the reasonable
expenses incurred. The right of indemnity provided pursuant to this ARTICLE
ELEVENTH shall not be exclusive and the Corporation may provide indemnification
to any person, by agreement or otherwise, on such terms and conditions that the
Board of Directors may approve. Any agreement for indemnification of any
director, officer, employee or other person may provide indemnification rights
which are broader than or otherwise different from those set forth in, or
provided pursuant to, or in accordance with, this Article, not inconsistent with
law.
B. Expenses of Successful Defense. To the extent that a person has been
successful in the merits or otherwise in the defense of any action, suit or
proceeding referred to in paragraph A of this ARTICLE ELEVENTH, or in defense of
any claim, issue or matter in the action, suit or proceeding, the person shall
be indemnified against actual and reasonable expenses (including attorney's
fees) incurred by such person in connection with the action, suit or proceeding
in any action, suit or proceeding brought to enforce the mandatory
indemnification provided by this paragraph B.
C. Definitions. For the purpose of paragraph A of this ARTICLE ELEVENTH,
"other enterprises" shall include employee benefit plans; "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit plan;
and "serving at the request of the Corporation" shall include any service as a
director, officer, employee, or agent of the Corporation which imposes duties
on, or involves services by, the director or officer with respect to employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner that the person reasonably believed to be in the interest
of the participants and beneficiaries of a employee benefit plan shall be
considered to have acted in manner "not opposed to the best interest of the
Corporation or its shareholders" as referred to in paragraph A.
D. Contract Right; Limit on Indemnity. The right to indemnification
conferred in this ARTICLE ELEVENTH shall be a contract right, shall apply to
services of a director or officer as an employee or agent of the Corporation as
well as in such person's capacity as a director or officer from the date he or
she became or becomes a director or officer, and any repeal or modification of
this paragraph shall not adversely affect any right or protection existing at
the time of such repeal or modification. Except as provided in paragraph B of
this ARTICLE ELEVENTH, the Corporation shall have no obligation under this
ARTICLE ELEVENTH to indemnify any person in connection with any proceeding, or
part thereof, initiated by such person without authorization from the Board of
Directors.
E. Determination that Indemnification is Proper. Any indemnification under
paragraph A of this ARTICLE ELEVENTH (unless ordered by a court) shall be made
by the Corporation only as authorized in a specific
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case upon a determination that indemnification of the person is proper in the
circumstances because the person has met the applicable standard of conduct set
forth in paragraph A and upon an evaluation of the reasonableness of expenses
and amount paid in settlement. Such determination and evaluation shall be made
in any of the following ways:
(a) By a majority vote of a quorum of the Board of Directors
constituting the directors who are not parties or threatened to be made
parties to such action, suit or proceeding; or
(b) If the quorum described in subparagraph (a) above is not
obtainable, then by majority vote of a committee of directors duly
designated by the Board of Directors and constituting solely of two or more
directors who are not at the time parties or threatened to be made parties
to the action, suit or proceeding; or
(c) By legal counsel in a written opinion which counsel shall be
selected in one of the following ways:
(i) By the Board of Directors or its committee in the matter
prescribed in subparagraph (a) or (b); or
(ii) If a quorum of the Board of Directors can not be obtained
under subparagraph (a) and a committee can not be designated under
subparagraph (b), by the Board of Directors; or
(d) By the shareholders, but shares held by directors or officers who
are parties or threatened to be made parties to the action, suit or
proceeding may not be voted.
F. Proportionate Indemnity. If a person is entitled to indemnification
under paragraph A of this ARTICLE ELEVENTH for a portion of expenses, including
attorney's fees, judgments, penalties, fines and amounts paid in settlement, but
not for the total amount thereof, the Corporation shall indemnify the person for
the portion of the expenses, judgments, penalties, fines, or amounts paid in
settlement for which the person is entitled to be indemnified.
G. Expense Advance. The Corporation shall pay or reimburse the reasonable
expenses incurred by the person referred to in paragraph A of this ARTICLE
ELEVENTH who is a party or threatened to be made a party to an action, suit or
proceeding in advance of final disposition of the proceeding, if:
(a) The person furnishes the Corporation a written affirmation of his
or her good faith belief that he or she has met the applicable standard of
conduct set forth in paragraph A; and
(b) The person furnishes the Corporation a written undertaking
executed personally, or on his or her behalf, to repay the advance if it is
ultimately determined that he or she did not meet the standard of conduct.
The undertaking shall be an unlimited general obligation of the person on
whose behalf advances are made but need not be secured.
H. Non-Exclusivity of Rights. The indemnification or advancement of
expenses under this ARTICLE ELEVENTH is not exclusive of other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
a contractual arrangement with the Corporation. However, the total amount of
expenses advanced or indemnified from all sources combined shall not exceed the
amount of actual expenses incurred by the person seeking indemnification or
advancement of expenses.
I. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorize from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
an employee or agent of the Corporation to the fullest extent of the provisions
of this ARTICLE ELEVENTH with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.
J. Insurance. The Corporation may purchase and maintain insurance on
behalf of itself and/or any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, limited liability
company or other enterprise against any liability asserted
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against he or she and incurred by him or her in a such capacity or arising out
of his or her status as such, whether or not the Corporation would have power to
indemnify him against such liability under the By-laws or the laws of the State
of Michigan.
K. Changes in Michigan Law. In the event of any change in the Michigan
statutory provisions applicable to the Corporation relating to the subject
matter of this ARTICLE ELEVENTH, then the indemnification to which any person
shall be entitled hereunder shall be determined by such changed provisions, but
only to the extent that any such change permits the Corporation to provide
broader indemnification rights and such provisions permitted the Corporation to
provide prior to any such change.
L. Enforcement of Rights. Any indemnification or payment in advance of
final disposition under this ARTICLE ELEVENTH shall be made promptly, and in any
event within thirty (30) days after written request of the Corporation by the
person seeking indemnification or payment. The rights granted by this ARTICLE
ELEVENTH shall be enforceable by such person in any court of competent
jurisdiction.
M. Amendment or Repeal of Article Eleventh. No amendment or repeal of this
ARTICLE ELEVENTH shall apply to or have any adverse effect on the
indemnification rights or protection of any director or officer of the
Corporation or any other person existing at the time of such amendment or repeal
for or with respect to any acts or omissions of such director or officer
occurring prior to such amendment or repeal.
TWELFTH. Vote on Special Matters. The Corporation shall not take any of
the following actions unless such action is authorized by a vote of seventy-five
percent (75%) members of the Board of Directors of the Corporation:
(a) Amendment to the Corporation's Article of incorporation or the
By-laws;
(b) Approval of any merger, share exchange or dissolution involving
the Corporation or any of its subsidiaries;
(c) The sale or transfer of all or substantially all of the corporate
assets of the Corporation or any of its subsidiaries;
(d) The acquisition by the Corporation of another business or
operation by way of merger, share exchange, purchase of stock, purchase of
assets or otherwise where in the consideration paid or delivered exceeds
ten percent (10%) of the book value of the assets of the Corporation and
its subsidiaries or ten percent (10%) of the fair market value of the
outstanding capital stock of the Corporation, as applicable;
(e) Any action taken by the Corporation as a shareholder of any
subsidiary; and
(f) Election of officers, nomination of directors and appointment of
Board of Directors committee members.
THIRTEENTH. Limitations. No person shall directly or indirectly offer to
acquire or acquire the beneficial ownership of more than ten percent (10%) of
any class of any equity security of the Corporation. This limitation shall not
apply to a transaction where there is no change in the respective beneficial
ownership interest of shareholders other than pursuant to exercise of any
dissenter and appraisal rights, the purchase of shares by underwriters in
connection with the public offering, or the purchase of shares by a
tax-qualified employee stock benefit plan. In the event shares are acquired in
violation of this ARTICLE THIRTEENTH, all shares beneficially owned by any
person in access of ten percent (10%) shall be considered "excessive 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 ARTICLE THIRTEENTH, the term
"person" includes an individual, a group acting in concert, corporation,
partnership, savings bank, joint stock company, trust, limited liability
company, unincorporated organization, a syndicate or any other group formed for
the purpose of acquiring, holding or disposing of the equity securities of the
Corporation. The term "offer" includes every offer to buy or otherwise acquire,
solicitation of an offer to sell, tender offer for, or request for invitation
for tenders of, a security or interest in a security for value.
The term "acquire" includes every type of acquisition, whether effected by
purchase, exchange, operation of law or otherwise.
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The term "acting in concert" means:
(a) Knowing participation in a joint activity or in a 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 interest in the
securities of an issue or for a common purpose pursuant to a contract,
understanding, relationship, agreement or other arrangements, whether
written or otherwise.
FOURTEENTH. Special Meetings. Special meetings of shareholders relating
to changes and control of the Corporation or amendment to its Articles of
Incorporation shall be called only upon direction of the Board of Directors.
FIFTEENTH. Amendment or Repeal of Chapter Seven. The Corporation hereby
elects to, and shall, be governed by and subject to Chapter Seven A of the
Michigan Business Corporation Act, as heretofore amended and as the same may be
amended from time to time hereafter.
SIXTEENTH. Matters to be Evaluated. The Board of Directors of the
Corporation shall not approve, adopt or recommend any offer of any person or
entity, other than the Corporation, to make a tender or exchange offer for any
capital stock of the Corporation, to merge or consolidate the Corporation with
any other entity or to purchase or otherwise acquire all or substantially all of
the assets for business of the Corporation unless and until the Board of
Directors shall have first evaluated the offer and determined that the offer
would be in compliance with all applicable laws and that the offer is in the
best interests of the Corporation and its shareholders. In connection with this
evaluation as to compliance with laws, the Board of Directors shall seek and
rely upon an opinion of legal counsel and it may test such compliance with laws
in any state or federal court or before any state or federal administrative
agency which may have appropriate jurisdiction. In connection with this
evaluation as to the best interests of the Corporation and its shareholders, the
Board of Directors shall consider all factors which deems relevant, including
without limitation:
(a) The adequacy and fairness of the consideration to be received by
the Corporation and/or its shareholders under the offer considering
historical trading prices of the Corporation's stock, the price that might
be achieved in a negotiated sale of stock, the price that might be achieved
in a negotiated sale of the Corporation as a whole, premiums over trading
prices which have been proposed or offered with respect to the securities
of other companies in the past in connection with similar offers and the
future prospects for the Corporation and its business;
(b) The potential social and economic impact of the offer and its
consummation on the Corporation, its employees, customers, vendors and
agents; and
(c) The potential social and economic impact of the offer and its
consummation on the communities in which the Corporation and any
subsidiaries operate or are located.
SEVENTEENTH. Amendment, Repeal. Notwithstanding any other provision to
the contrary in these Articles of Incorporation or the By-laws of the
Corporation, in each case as amended from time to time (and notwithstanding the
fact that a lesser percentage may be specified by law, these Articles of
Incorporation or the By-laws of the Corporation), the affirmative vote of the
holders of two-thirds or more of the outstanding shares of common stock shall be
required to amend, repeal or adopt any provision inconsistent with Articles 9,
10, 11, 12, 13, 14, 15, and 16 of these Articles of Incorporation (other than an
amendment to Articles 10 and 11 which has the effect of broadening the
limitation on liability or indemnification provisions contained in those
Articles).
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The incorporaters have signed these Articles of Incorporation on May 21,
2001.
/s/ Raymond H. Dresser, Jr.
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Raymond H. Dresser, Jr.
/s/ Leonard L. Eishen
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Leonard L. Eishen
/s/ Lawrence A. Franks
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Lawrence A. Franks
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<Table>
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MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
CORPORATION AND LAND DEVELOPMENT BUREAU
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DATE RECEIVED (FOR BUREAU USE ONLY)
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This document is effective on
the date filed, unless a
subsequent effective date within
90 days after received date is
stated in the document.
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NAME John R. Dresser
Dresser, Dresser, Haas & Caywood, P.C.
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ADDRESS
112 South Monroe Street
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CITY STATE ZIP CODE
Sturgis MI 49091 EFFECTIVE DATE:
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DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.
IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.
</Table>
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT AND NONPROFIT CORPORATIONS
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:
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1. The present name of the corporation is: Sturgis Bancorp, Inc.
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2. The identification number assigned by the Bureau is: 06075C
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3. Article Seventeenth of the Articles of Incorporation is hereby amended
to read as follows:
SEVENTEENTH. Amendment, Repeal. Notwithstanding any other provision to the
contrary in these Articles of Incorporation or in the By-laws of the
Corporation, in each case as amended from time to time (and notwithstanding
the fact that a lesser percentage may be specified by law, these Articles of
Incorporation or By-laws of the Corporation), the affirmative vote of the
holders of eighty percent or more of the outstanding shares of common stock
shall be required to amend, repeal or adopt any provisions inconsistent with
Articles 9, 10, 11, 12, 13, 14, 15 and 16 of these Articles of Incorporation
(other than an amendment to Articles 10 and 11 which has the effect of
broadening the limitation on liability or indemnification provisions contained
in those Articles).
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COMPLETE ONLY ONE OF THE FOLLOWING:
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4. (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)
The foregoing amendment to the Articles of Incorporation was duly adopted on
the ______ day of ____________ , ______ , in accordance with the provisions
of the Act by the unanimous consent of the incorporator(s) before the first
meeting of the Board of Directors or Trustees.
Signed this ________ day of ________________ , ________
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(Signature) (Signature)
- ------------------------------------- --------------------------------------
(Type or Print Name) (Type or Print Name)
- ------------------------------------- --------------------------------------
(Signature) (Signature)
- ------------------------------------- --------------------------------------
(Type or Print Name) (Type or Print Name)
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5. (FOR PROFIT AND NONPROFIT CORPORATIONS WHOSE ARTICLES STATE THE CORPORATION
IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)
The foregoing agreement to the Articles of Incorporation was duly adopted on
the 20th day of September, 2001 by the shareholders if a profit corporation,
or by the shareholders or members if a nonprofit corporation (check one of
the following)
[ ] at a meeting the necessary votes were cast in favor of the amendment.
[ ] by written consent of the shareholders or members having not less than
the minimum number of votes required by statute in accordance with
Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
407(1) of the Act if a profit corporation. Written notice to shareholders
or members who have not consented in writing has been given. (Note:
Written consent by less than all of the shareholders or members is
permitted only if such provision appears in the Articles of
Incorporation.)
[X] by written consent of all the shareholders or members entitled to vote in
accordance with Section 407(3) of the Act if a nonprofit corporation, or
Section 407(2) of the Act if a profit corporation.
[ ] by the board of a profit corporation pursuant to Section 611(2).
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Profit Corporations
Signed this 20 day of September, 2001
By /s/ Leonard L. Eishen
---------------------------------------------------
(Signature of an authorized officer or agent)
Leonard L. Eishen, President & CEO
---------------------------------------------------
(Type or Print Name)
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Nonprofit Corporations
Signed this ____ day of , ____
By
---------------------------------------------------
(Signature of President, Vice-President,
Chairperson or Vice-Chairperson)
---------------------------------------------------
(Type or Print Name) (Type or Print Title)
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10
<Table>
Name of person or organization Preparer's name and business
remitting fees: telephone number:
John R. Dresser
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616/651-3281
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</Table>
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INFORMATION AND INSTRUCTIONS
1. The amendment cannot be filed until this form, or a comparable document, is
submitted.
2. Submit one original of this document. Upon filing, the document will be added
to the records of the Corporation and Land Development Bureau. The original
will be returned to your registered office address, unless you enter a
different address in the box on the front of this document.
Since this document will be maintained on optical disk media, it is important
that the filing be legible. Documents with poor black and white contrast, or
otherwise illegible, will be rejected.
3. This Certificate is to be used pursuant to the provisions of section 631 of
Act 284, P.A. 1972 or Act 162, P.A. of 1982, for the purpose of amending the
Articles of Incorporation of a domestic profit corporation or nonprofit
corporation. Do not use this form for restated articles.
4. Item 2 -- Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.
5. Item 3 -- The article(s) being amended must be set forth in its entirety.
However, if the article being amended is divided into separately identifiable
sections, only the sections being amended need be included.
6. For nonprofit charitable corporations, if an amendment changes the term of
existence to other than perpetual, Attorney General Consent should be
obtained at the time of dissolution.
7. This document is effective on the date endorsed "filed" by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may be
stated as an additional article.
8. Signatures:
PROFIT CORPORATIONS:
1) Item 4 must be completed and signed by at least a majority of the
Incorporators listed in the Articles of Incorporation.
2) Item 5 must be completed and signed by an authorized officer or agent of
the corporation.
NONPROFIT CORPORATIONS:
1) Item 4 must be completed and signed by all of the incorporators listed
in the Articles of Incorporation.
2) Item 5 or 6 must be completed and signed by either the president,
vice-president, chairperson or vice-chairperson.
<Table>
9. NONREFUNDABLE FEE: Make remittance payable to the State of Michigan. Include
corporation name and identification number on check or money order ................... $10.00
ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT CORPORATIONS
ARE:
each additional 20,000 authorized shares or portion thereof ........................... $30.00
maximum fee per filing for first 10,000,000 authorized shares ......................... $5,000.00
each additional 20,000 authorized shares or portion thereof in excess of
10,000,000 shares .................................................................... $30.00
maximum fee per filing for authorized shares in excess of 10,000,000
shares ......................................................,,,,,,,,,,,,,,,,,,,,,,,,. $200,000.00
</Table>
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To submit by mail:
Michigan Department of Consumer & Industry Services
Corporation and Land Development Bureau
Corporation Division
7150 Harris Drive
P.O. Box 30054
Lansing, MI 48909
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To submit in person:
6546 Mercantile Way
Lansing, MI
Telephone: (517) 241-6400
Fees may be paid by VISA or Mastercard when delivered in person to our office.
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To submit electronically: (517) 334-8048 or (517) 334-6800
* To use this service complete a MICH-ELF application to provide your VISA or
Mastercard number, include your assigned Filer number on your transmission. To
obtain an application for a filer number, contact (517) 241-6420 or visit our
WEB site at http://www.cis.state.mi.us/corp/.
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