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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT OF
THE RESTATED CERTIFICATE OF INCORPORATION
OF
UNIONBANCORP, INC.
UnionBancorp, Inc. (hereinafter called the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, as amended (hereinafter called the "GCL"), DOES HEREBY
CERTIFY THAT:
FIRST. The Board of Directors and stockholders of the Corporation have
duly adopted resolutions setting forth the proposed amendments to the Restated
Certificate of Incorporation of the Corporation, declaring said amendments to
be advisable. The resolution setting forth the proposed amendments are as
follows:
RESOLVED, that it is advisable and in the Corporation's best
interest to delete the first paragraph of Article IV of the Restated
Certificate of Incorporation of the Corporation in its entirety and to
substitute in lieu thereof the following new first paragraph of Article
IV:
"ARTICLE IV
The total number of shares of capital stock which the corporation shall
have the authority to issue is 10,000,000 shares of Common Stock, par
$1.00 per share, and 200,000 shares of Preferred Stock, no par value per
share."
SECOND. The amendment of the Restated Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Sections
228 and 242 of the GCL.
Dated as of the 24th of July, 1996.
\s\ R. Scott Grigsby
--------------------------------------
R. Scott Grigsby
Chairman of the Board and President
ATTEST:
\s\ Charles J. Grako
- ---------------------------------
Charles J. Grako
Secretary/Treasurer
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
UNIONBANCORP, INC.
UnionBancorp, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of UnionBancorp, Inc. at a meeting duly
held, adopted resolutions regarding a proposed amendment to the Restated
Certificate of Incorporation of said corporation, declaring said amendment to
be advisable and calling for a meeting of the stockholders of said corporation
for consideration thereof.
SECOND: That the stockholders of UnionBancorp, Inc. duly adopted a
resolution to amend Article IV of the Restated Certificate of Incorporation of
the corporation.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the Restated Certificate of Incorporation of UnionBancorp,
Inc. be amended by deleting the first paragraph of Article IV of the Restated
Certificate of Incorporation, and in lieu thereof, substituting the following
paragraph:
"The total number of shares of capital stock which the
corporation shall have the authority to issue is 2,000,000 shares
of Common Stock, par value of $1.00 per share, and 200,000 shares
of Preferred Stock, no par value per share."
IN WITNESS WHEREOF, UnionBancorp, Inc. has caused this certificate to be
signed by its Executive Vice President and attested by its Assistant Secretary
this 1st day of March, 1994.
UNIONBANCORP, INC.
By: \s\ Charles J. Grako
------------------------
Charles L. Grako
Executive Vice President
ATTEST:
By: \s\ Charles L. Cassidy
----------------------
Charles L. Cassidy
Assistant Secretary
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RESTATED
CERTIFICATE OF INCORPORATION
OF
UNIONBANCORP, INC.
This Restated Certificate of Incorporation only restates and integrates
and does not further amend the provisions of the Certificate of Incorporation.
ARTICLE I
The name of the Corporation is
UNIONBANCORP, INC.
ARTICLE II
The address of its registered office in the State of Delaware is 32
Loockerman Square, Suite L-100, in the City of Dover County of Kent. The name
of its registered agent. at such address is The Prentice-Hall Corporation
System, Inc.
ARTICLE III
The nature of the business or purposes to be conducted or promoted is -
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
ARTICLE IV
The total number of shares of capital stock which the corporation shall
have authority to issue is 1,000,000 shares of Common Stock of the par value of
$1.00 per share and 200,000 shares of Preferred Stock of no par value per
share.
The Board of Directors is expressly authorized to adopt, from time to
time, a resolution or resolutions providing for the issue of one or more series
of Preferred Stock, with such voting powers, full or limited, or no voting
powers, and with such designations,
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preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors.
Any and all right, title, interest and claim in or to any dividends
declared by the corporation, whether in cash, stock, or otherwise, which are
unclaimed by the stockholder entitled thereto for a period of six years after
the close of business on the payment date, shall be and be deemed to be
extinguished and abandoned; and such unclaimed dividends in the possession of
the corporation, its transfer agents or other agents or depositaries shall at
such time become the absolute property of the corporation, free and clear of
any and all claims of any persons whatsoever.
ARTICLE V
The names and mailing addresses of the incorporators are as follows:
Name Mailing Address
- ---------- ---------------
T. Earl McNamara 202 Court Street
Streator, Illinois 61364
John A. Berry 1014 Lowden Road
Streator, Illinois 61364
D. Max G. Mason 7 Ridge Road
Streator, Illinois 61364
H. Dean Reynolds 11 Groveland Avenue
Streator, Illinois 61364
Glen Vissering 1516 East Kent
Streator, Illinois 61364
ARTICLE VI
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:
(i) to exercise all such powers and do all such acts as may be exercised or
done by the corporation, subject to the provisions of the laws of the
State of Delaware, this
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Certificate of Incorporation and the by-laws of the corporation, and
(ii) to make, alter or repeal any by-laws of the corporation; provided,
however, that Section 5 of Article II of the by-laws, Sections 1, 2 and 3
of Article III of the by-laws and Section 1 of Article VIII of the by-laws
shall not be altered, amended or repealed and no provision inconsistent
therewith shall be adopted without the affirmative vote of the holder of
at least seventy percent (70%) of all shares of stock of the corporation
then entitled to vote in the election of directors, considered for this
purpose as one class.
ARTICLE VII
A director of the corporation shall not in the absence of fraud be
disqualified by his office from dealing or contracting with the corporation
either as a vendor, purchaser or otherwise, nor in the absence of fraud shall a
director of the corporation be liable to account to the corporation for any
profit realized by him from or through any transaction or contract of the
corporation by reason of the fact that he, or any firm of which he is a member,
or any corporation of which he is an officer, director or stockholder, was
interested in such transaction or contract if such transaction or contract has
been authorized, approved or ratified in the manner provided in the General
Corporation Law of Delaware for authorization, approval or ratification of
transactions or contracts between the corporation and one or more of its
directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest.
ARTICLE VIII
The corporation shall, to the full extent permitted by Section 145 of the
General Corporation Law of Delaware, as amended from time to time, indemnify
all persons who it may indemnify pursuant thereto.
ARTICLE IX
Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof, or on the application of
any receiver or receivers appointed for this corporation under the provision of
Section 291 of Title 8 of the Delaware Code or on the application of trustees
in dissolution or of any receiver or receivers appointed for this corporation
under Section 279 of Title
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8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of the
corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value of
the creditors, or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this corporation as a consequence
of such compromise or arrangement, the said compromise or arrangement and the
said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all stockholders or class of stockholders of this
corporation, as the case may be, and also on this corporation.
ARTICLE X
The number of directors of the corporation shall be fifteen, or such other
number as may be determined from time to time by the affirmative vote of the
holders of at least seventy percent (70%) of all shares of the corporation then
entitled to vote in the election of directors, considered for this purpose as
one class, or of at least two thirds of the directors of the corporation.
Elections of directors need not be by written ballot unless the by-laws of
the corporation so provide.
The directors, other than those who may be elected by the holders of any
class or series of stock having preference over the common stock as to
dividends or upon liquidation, shall be classified, with respect to the time
for which they severally hold office, into three classes, as nearly equal in
number as possible, as shall be provided in the manner specified in the
by-laws, one class to hold office initially for a term expiring at the annual
meeting of stockholders to be held in 1987, another class to hold office
initially for a term expiring at the annual meeting of stockholders held in
1988, and another class to hold office initially for a term expiring at the
annual meeting of stockholders to be held in 1989, with the members of each
class to hold office until their successors are elected and qualified. At each
annual meeting of the stockholders of the corporation, the successors to the
class of directors whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders held in the
third year following the year of their election.
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 solely by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors. Any director elected
in accordance with the preceding sentence shall hold office for the remainder
of the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified. No decrease in the number of directors
constituting the
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Board of Directors shall shorten the term of any incumbent director.
Subject to the rights of any class or series of stock having preference
over the common stock as to dividends or upon liquidation to elect directors
under specified circumstances, a director may be removed from office only for
cause and only by the affirmative vote of the holders of seventy percent (70%)
of all shares of stock of the corporation then entitled to vote in the election
of directors, considered for this purpose as a single class.
ARTICLE XI
The affirmative vote of the holders of seventy percent (70%) of all shares
of stock of the corporation then entitled to vote in the election of directors,
considered for this purpose as one class, shall be required for any one of the
following actions:
(i) for the adoption of any amendment, alteration, change or
repeal of Articles VI, X or XI of this Certificate of Incorporation;
(ii) for the adoption of any agreement for the merger or
consolidation of the corporation with or into any other corporation;
(iii) to authorize any sale, lease or exchange of all or
substantially all of the assets of the corporation; or
(iv) to authorize the dissolution of the corporation.
The above voting requirement shall not be applicable to any one of the
foregoing actions and any such action shall only require the affirmative vote
of the holders of a simple majority of all shares of stock of the corporation
then entitled to vote in the election of directors, considered for this purpose
as one class, if the action shall been approved by two-thirds of all directors.
The provisions of this Article XI shall not be applicable to any merger or
consolidation of this corporation with or into any other corporation of which
this corporation is the owner of at least 80% of the outstanding shares of each
class of stock.
ARTICLE XII
Any action required or permitted to be taken by the holders of capital
stock of the corporation must be effected at a duly called annual or special
meeting of holders of capital stock of the corporation and may not be effected
by any consent in writing by such holders.
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ARTICLE XIII
No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty by such directors as a director; provided, however, that this Article XIII
shall not eliminate or limit the liability of a director to the extent provided
by applicable law (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law of the State of Delaware, or
(iv) for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article XIII 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 such director
occurring prior to such amendment or repeal.
ARTICLE XIV
The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted to this reservation.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation was duly
adopted in accordance with the applicable provisions of Section 245 of the
General Corporation Law of the State of Delaware, as amended. This Restated
Certificate of Incorporation has been signed by the President, and attested by
the Secretary of UnionBancorp, Inc., this 13th of May, 1991.
By:\s\ R. Scott Grigsby
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R. Scott Grigsby
President
ATTEST:
\s\ Charles L. Cassady
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Charles L. Cassady
Secretary
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