1
EXHIBIT 4.1
SELECTED ARTICLES OF RESTATED CERTIFICATE
OF INCORPORATION OF UNIONBANCORP, INC.
ARTICLE IV
The total number of shares of capital stock which the corporation shall
have authority to issue is 10,000,000 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, 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 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 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shall not be altered, amended or repealed and no provision inconsistent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.
1
2
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 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 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
2
3
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.
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
3
4
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.
4