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EXHIBIT 3.1
MICHIGAN DEPARTMENT OF COMMERCE-CORPORATION AND SECURITIES BUREAU
Date Received ____________________________ Effective Date ___________________
Corporate Identification Number __ __ __ - __ __ __
ARTICLES OF INCORPORATION
OF
COMMUNITY CENTRAL BANK CORPORATION
These Articles of Incorporation are signed by the incorporator
for the purpose of forming a profit corporation pursuant to the
provisions of Act 284, Public Acts of 1972, as amended, as follows:
ARTICLE I
Name
The name of the corporation is Community Central Bank Corporation.
ARTICLE II
Corporate Purpose
The purpose or purposes for which the corporation is formed are to serve
as a bank holding company registered under the Bank Holding Company Act of
1956, being 12 U.S.C. Sections 1841 to 1850 (as amended from time to time, and
including any successor statutes) and to engage in any activity within the
purposes for which corporations may be formed under the Business Corporation
Act of Michigan.
ARTICLE III
Capital Stock
The total number of shares of all classes of stock which the corporation
shall have authority to issue is 10,000,000 shares which shall be divided into
two classes as follows;
(1) 1,000,000 shares of Preferred Stock (Preferred Stock); and
(2) 9,000,000 shares of Common Stock (Common Stock).
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The designations and the powers, preferences and relative, participating
optional or other special rights, and the qualifications limitations or
restrictions of the above classes of stock shall be as follows:
A. PREFERRED STOCK
1. Shares of Preferred Stock may be issued in one or more series at such
time or times and for such consideration or considerations as the Board of
Directors may determine.
2. The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of Preferred Stock in one
or more series, with such voting powers, full or limited, but not to exceed one
vote per share, or without voting powers and with such designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restriction thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issue thereof
adopted by the Board of Directors, and as are not stated and expressed in these
Articles of Incorporation, or any amendment thereto, including (but without
limiting the generality of the foregoing) the following:
(a) The designation of such series and number of shares comprising such
series, which number may (except where otherwise provided by the Board of
Directors in creating such series) be increased or decreased (but not below
the number of shares then outstanding) from time to time by action of the
Board of Directors.
(b) The dividend rate or rates on the shares of such series and the
preference or relation which such dividends shall bear to the dividends
payable on any other class of capital stock or on any other series of
Preferred Stock, the terms and conditions upon which and the periods in
respect of which dividends shall be payable, whether and upon what condition
such dividends shall be cumulative and, if cumulative, the date or dates
from which dividends shall accumulate.
(c) Whether the shares of such series shall be redeemable, and, if
redeemable, whether redeemable for cash, property or rights, including
securities of any other corporations, at the option of either the holder or
the corporation or upon the happening of a specified event, the limitations
and restrictions with respect to such redemption, the time or times when,
the price or prices or rate or rates at which, the adjustments with which
and the manner in which such shares shall be redeemable, including the
manner of selecting shares of such series for redemption if less than all
shares are to be redeemed.
(d) The rights to which the holders of shares of such series shall be
entitled, and the preferences, if any, over any other series (or of any
other series over such series), upon the voluntary or involuntary
liquidation, dissolution, distribution or winding up of the corporation,
which rights may vary depending on whether such liquidation, dissolution,
distribution or winding up is voluntary or involuntary, and, if voluntary,
may vary at different dates.
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(e) Whether the shares of such series shall be subject to the operation
of a purchase, retirement or sinking fund, and, if so, whether and upon what
conditions such purchase, retirement or sinking fund shall be cumulative or
noncumulative, the extent to which and the manner in which such fund shall
be applied to the purchase or redemption of the shares of such series for
retirement or to other corporate purposes and the terms and provisions
relative to the operation thereof.
(f) Whether the shares of such series shall be convertible into, or
exchangeable for, at the option of either the holder or the corporation or
upon the happening of a specified event, shares of any other class or of any
other series of any class of capital stock of the corporation, and, if so
convertible or exchangeable, the times, prices, rates, adjustments, and
other terms and conditions of such conversion or exchange.
(g) The voting powers, full and/or limited, if any, of the shares of
such series, and whether and under what conditions the shares of such series
(alone or together with the shares of one or more other series having
similar provisions) shall be entitled to vote separately as a single class,
for the election of one or more directors, or additional directors of the
corporation in case of dividend arrearages or other specified events, or
upon other matters.
(h) Whether the issuance of any additional shares of such series, or of
any shares of any other series, shall be subject to restrictions as to
issuance, or as to the powers, preferences or rights of any such other
series.
(i) Any other preferences, privileges and powers and relative,
participating, option or other special rights, and qualifications,
limitations or restrictions of such series, as the Board of Directors may
deem advisable and as shall not be inconsistent with the provisions of these
Articles of Incorporation.
3. Unless and except to the extent otherwise required by law or provided
in the resolution or resolutions of the Board of Directors creating any series
of Preferred Stock pursuant to this Section A, the holders of the Preferred
Stock shall have no voting power with respect to any matter whatsoever. In no
event shall the Preferred Stock be entitled to more than one vote in respect of
each share of stock.
4. Shares of Preferred Stock redeemed, converted, exchanged, purchased,
retired or surrendered to the corporation, or which have been issued and
reacquired in any manner, may, upon compliance with any applicable provisions
of the Business Corporation Act of the State of Michigan, be given the status
of authorized and unissued shares of Preferred Stock and may be reissued by the
Board of Directors as part of the series of which they were originally a part
or may be reclassified into and reissued as part of a new series or as a part
of any other series, all subject to the protective conditions or restrictions
of any outstanding series of Preferred Stock.
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B. COMMON STOCK
1. Except as otherwise required by law or by any amendment to these
Articles of Incorporation, each holder of Common Stock shall have one vote for
each share of stock held by him of record on the books of the corporation on
all matters voted upon by the shareholders.
2. Subject to the preferential dividend rights, if any, applicable to
shares of Preferred Stock and subject to applicable requirements, if any, with
respect to the setting aside of sums for purchase, retirement or sinking funds
for Preferred Stock, the holders of Common Stock shall be entitled to receive,
to the extent permitted by law, such dividends as may be declared from time to
time by the Board of Directors.
3. In the event of the voluntary or involuntary liquidation, dissolution,
distribution of assets or winding up of the corporation, after distribution in
full of the preferential amounts, if any, to be distributed to the holders of
shares of Preferred Stock, holders of Common Stock shall be entitled to receive
all of the remaining assets of the corporation of whatever kind available for
distribution to shareholders ratably in proportion to the number of shares of
Common Stock held by them respectively. The Board of Directors may distribute
in kind to the holders of Common Stock such remaining assets of the corporation
or may sell, transfer or otherwise dispose of all or any part of such remaining
assets to any other corporation, trust or entity, or any combination thereof,
and may sell all or any part of the consideration so received and distribute
any balance thereof in kind to holders of Common Stock. The merger or
consolidation of the corporation into or with any other corporation, or the
merger of any other corporation into it, or any purchase or redemption of
shares of stock of the corporation of any class, shall not be deemed to be a
dissolution, liquidation of winding up of the corporation for the purposes of
this paragraph.
4. Such numbers of shares of Common Stock as may from time to time be
required for such purpose shall be reserved for issuance (i) upon conversion of
any shares of Preferred Stock or any obligation of the corporation convertible
into shares of Common Stock which is at the time outstanding or issuable upon
exercise of any options or warrants at the time outstanding and (ii) upon
exercise of any options, warrants or rights at the time outstanding to purchase
shares of Common Stock.
ARTICLE IV
Board of Directors
A. Number, Election and Term of Directors. The business and affairs of
the corporation shall be managed by or under the direction of a Board of
Directors. The number of directors of the corporation shall be fixed from time
to time by resolution adopted by the affirmative vote of a majority of the
entire Board of Directors of the corporation, except that the minimum number of
directors shall be fixed at no less than 6 and the maximum number of directors
shall be fixed at no more than 15. The directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class shall consist,
as nearly equal in number as possible, of one-
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third of the total number of directors constituting the entire Board of
Directors. Initially, Class I directors shall be elected for a one-year
term, Class II directors for a two-years term and Class III directors for a
three-year term. At each succeeding annual meeting of shareholders, beginning
in 1997, successors of the class of directors whose term expires at that annual
meeting shall be elected for a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible.
B. Shareholder Nomination of Director Candidates. Nominations for
election to the Board of Directors of the corporation at a meeting of
shareholders may be made by the Board of Directors, on behalf of the Board of
Directors by any nominating committee appointed by the Board of Directors, or
by any shareholder of the corporation entitled to vote for the election of
directors at the meeting. Nominations, other than those made by or on behalf
of the Board of Directors, shall be made by notice in writing delivered to or
mailed, postage prepaid, and received by the Secretary of the corporation at
least 60 days but no more than 90 days prior to the anniversary date of the
immediately preceding Annual Meeting of Shareholders. The notice shall set
forth (i) the name and address of the shareholder who intends to make the
nomination; (ii) the name, age, business address and, if known, residence
address of each nominee; (iii) the principal occupation or employment of each
nominee; (iv) the number of shares of stock of the corporation which are
beneficially owned by each nominee and by the nominating shareholder; (v) any
other information concerning the nominee that must be disclosed by nominees in
a proxy solicitation pursuant to Regulation 14A of the Securities Exchange Act
of 1934 (or any subsequent provisions replacing such Regulation); and (vi) the
executed consent of each nominee to serve as a director of the corporation, if
elected. The chairman of the meeting of shareholders may, if the facts
warrant, determine that a nomination was not made in accordance with the
foregoing procedures, and if the chairman should so determine, the chairman
shall so declare to the meeting and the defective nomination shall be
disregarded.
C. Newly Created Directorships and Vacancies. Newly created directorships
resulting from any increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum, or by a
sole remaining director. Any director of any class chosen to fill a vacancy in
such class shall hold office for a term that shall coincide with the remaining
term of that class, but in no case will a decrease in the number of directors
shorten the term of any incumbent director. A director shall hold office until
the next annual meeting for the year in which his or her term expires and until
such director's successor shall have been elected and qualified.
D. Removal. Any director may be removed from office only for cause and
only by the affirmative vote of the holders of at least a majority of the
voting power of all the shares of the corporation entitled to vote generally in
the election of directors, voting together as a single class.
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E. Preferred Stock. Notwithstanding the foregoing paragraphs, whenever
the holders of any one or more classes or series of Preferred Stock issued by
the corporation shall have the right, voting separately by class or series, to
elect directors at an annual or special meeting of shareholders, the election,
term of office, filling of vacancies and other features of such directorships
shall be governed by the terms of the Articles of Incorporation applicable
thereto. The then authorized number of directors of the corporation shall be
increased by the number of additional directors to be elected, and such
director so elected shall not be divided into classes pursuant to this Article
unless expressly provided by such terms.
F. Amendment or Repeal. Notwithstanding anything contained in these
Articles of Incorporation or the By-laws of the corporation to the contrary,
the affirmative vote of the holders of at least 66 2/3% of the voting power of
all the shares of the corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to alter,
amend, repeal or adopt any provision inconsistent with the purpose and intent
of this Article.
ARTICLE V
Directors' Liability
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) a violation of Section 551(1) of the Michigan Business
Corporation Act, or (iv) for any transaction from which the director derived
any improper personal benefit. If the Michigan Business Corporation Act is
amended after the date of these Articles of Incorporation to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended.
Any repeal or modification of the foregoing paragraph by the shareholders
of the corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or
modification.
ARTICLE VI
Indemnification
Directors and executive officers of the corporation shall be indemnified as of
right to the fullest extent now or hereafter permitted by law in connection
with any actual or threatened civil, criminal, administrative or investigative
action, suit or proceeding (whether brought by or in the name of the
corporation, a subsidiary, or otherwise) arising out of their service to
the corporation or a subsidiary, or to another organization at the request of
the corporation or a
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subsidiary. Persons who are not directors or executive officers of the
corporation may be similarly indemnified in respect of such service to the
extent authorized at any time by the Board of Directors of the corporation.
The corporation may purchase and maintain insurance to protect itself and any
such director, officer or other person against any liability asserted against
him and incurred by him in respect of such service whether or not the
corporation would have the power to indemnify him against such liability by law
or under the provisions of this paragraph. The provisions of this paragraph
shall be applicable to directors, officers and other persons who have ceased to
render such service, and shall inure to the benefit of the heirs, executors,
and administrators of the directors, officers and other persons referred to in
this paragraph.
ARTICLE VII
Shareholder Action
Any action required or permitted to be taken on or after July 1, 1996 by
any shareholders of the corporation must be effected at a duly called annual or
special meeting of such shareholders and may not be effected by any consent in
writing by such shareholders. Except as may be otherwise required by law,
special meetings of shareholders of the corporation may be called only by the
Board of Directors or the Chairman of the Board. Notwithstanding anything
contained in these Articles of Incorporation or the By-laws of the corporation
to the contrary, the affirmative vote of at least 66 2/3% of the voting power
of all the shares of the corporation entitled to vote generally in the election
of directors, voting together as a single class, shall be required to alter,
amend or adopt any provision inconsistent with the purpose and intent of this
Article.
ARTICLE VIII
Registered Office and Agent
The address of the initial registered office of the corporation is: 500
Woodward Avenue, Suite 4000, Detroit, Michigan 48226. The name of the
resident agent is: Jerome M. Schwartz.
ARTICLE IX
Incorporator
The name and address of the incorporator of the corporation is as follows:
Jerome M. Schwartz
Dickinson, Wright, Moon, Van Dusen & Freeman
500 Woodward Avenue, Suite 4000
Detroit, Michigan 48226
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I, the incorporator, sign my name this 19th day of April, 1996.
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Incorporator, Jerome M. Schwartz
Fees remitted by and document to be returned to:
Jerome M. Schwartz
Dickinson, Wright, Moon, Van Dusen and Freeman
500 Woodward Avenue, Suite 4000
Detroit, Michigan 48226
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