EXHIBIT 3.1
UNITED STATES OF AMERICA
THE STATE OF MICHIGAN
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
LANSING, MICHIGAN
This is to Certify that the annexed copy has been compared by me with the
record on file in this Department and that the same is a true copy thereof.
This certificate is in due form, made by me as the proper officer, and is
entitled to have full faith and credit given it in every court and office within
the United States.
[SEAL]
Sent by Facsimile Transmission In testimony whereof, I have
111111 hereunto set my hand, in the
City of Lansing, this
14th day of December, 2004
/s/ Andrew L. Mitolf Jr., Director
Bureau of Commercial Services
BCS/CD-515 (Rev. 12/03)
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES
Date Received (FOR BUREAU USE ONLY)
DEC 12 2004
FILED
This document is effective on the date DEC 14 2004
filed, unless a subsequent effective date Administrator
within 90 days after received date is Bureau of Commercial Services.
stated in the document.
EFFECTIVE DATE: 12/15/04
5PM
Name
David D. Joswick
Address
840 West Long Lake Road, Suite 200
City State Zip Code
Troy Michigan 48098
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.
IF LEFT BLANK DOCUMENT WILL BE MAILED TO THE REGISTERED OFFICE.
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:
1. The present name of the corporation is: NORTH COUNTRY FINANCIAL
CORPORATION
2. The identification number assigned by the Bureau is: 063316
3. Articles I and III of the Restated Articles of Incorporation are hereby
amended as follows:
Article I is amended to read in its entirety as set forth on Exhibit A
attached hereto.
Article III is amended by adding the provisions set forth on Exhibit B
attached hereto.
4. The effective date of this Certificate of Amendment is 5.00 p.m., on
DECEMBER 15, 2004.
5. (For profit and nonprofit corporations whose Articles state the
corporation is organized on a stock or on a membership basis.)
The foregoing amendment to the Articles of incorporation was duly adopted on the
18th day of NOVEMBER 2004, by the shareholders if a profit corporation, or by
the shareholders or members if a nonprofit corporation (check one of the
following):
[X] 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.)
[ ] 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 consent given by electronic transmission in accordance with Section
407(3)if a profit corporation.
[ ] By the board of a profit corporation pursuant to section 611(2).
Profit Corporations and Professional Service Corporations Nonprofit Corporations
Signed this 13th day of DECEMBER 2004. Signed this ______day of_______________.
By: C. James Bess By
-------------------------------------------- ------------------------------------
(Signature of an authorized officer or agent) (Signature of President, VicePresident,
Chairperson or ViceChairperson)
C. James Bess, President and Chief Executive Officer
(Type or Print Name) (Type or Print Name) (Type or Print Title)
RECEIVED
DEC 14 2004
MI DEPT OF LABOR AND ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES
EXHIBIT A
Article I
The name of the corporation is Mackinac Financial Corporation.
EXHIBIT B
Effective at the time this Certificate of Amendment to the Restated
Articles of Incorporation shall become effective as provided in Section 4 of
this Certificate of Amendment (the "Effective Time"), the filing of this
Certificate of Amendment to the Restated Articles of Incorporation shall effect
a reverse stock split on the basis of one (1) new common share for each twenty
(20) issued and outstanding common shares, while maintaining the number of
authorized common shares and preferred shares, as set forth in this Article III
(the "Reverse Split").
Immediately as of the Effective Time, and without any action by the
holders of outstanding common shares, but subject to the rounding of fractional
shares described below, outstanding certificates representing the corporation's
common shares shall represent for all purposes, and each common share issued and
outstanding immediately before the Effective Time shall automatically be
converted into, new common shares in the ratio of twenty (20) old common shares
for one (1) new common share, all by virtue of the Reverse Split and without
any action on the part of the holder of such common shares.
Notwithstanding any of the foregoing to the contrary, no fractional common
shares shall be issued in connection with the Reverse Split. In lieu thereof,
each holder of common shares as of the Effective Time who would otherwise have
been entitled to receive a fractional new common share shall, upon surrender of
such shareholder's certificate representing pre-split common shares, have the
post-split common shares to which they are entitled rounded up to the nearest
whole share. As of the Effective Time such fractional shares shall no longer
represent equity interests in the corporation, and shall not be entitled to any
voting, dividend or other shareholder rights; rather, they shall represent only
the right to receive the common shares, if any, described in this paragraph.