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EXHIBIT 3(a)
CAPITAL DIRECTIONS, INC.
RESTATED ARTICLES OF INCORPORATION
ADOPTED ON FEBRUARY 10, 1988
ARTICLE I
The name of the corporation is: Capital Directions, Inc.
ARTICLE II
The purpose or purposes for which the corporation is organized are:
To engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan, including, without
limiting the foregoing, operation as a bank holding company.
ARTICLE III
1. Common shares 300,000 Par Value Per Share $5.00
Preferred shares None Par Value Per Share $
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and/or shares without par value as follows:
2. Common shares None Stated Value Per Share $
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Preferred shares None Stated Value Per Share $
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3. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
None
ARTICLE IV
1. The address of the current registered office is:
322 South Jefferson, Mason, Michigan 48854
2. The mailing address of the current registered office if different than
above:
Same
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3. The name of the current resident agent is:
Terry Shultis
ARTICLE V
When a compromise or arrangement or a plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them or between this corporation and its shareholders or any class of them,
a court of equity jurisdiction within the state, on application of this
corporation or of a creditor or shareholder thereof, or on application of a
receiver appointed for the corporation, may order a meeting of the creditors or
class of creditors or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or reorganization, to be
summoned in such manner as the court directs. If a majority in number
representing 3/4 in value of the creditors or class of creditors, or of the
shareholders or class of shareholders to be affected by the proposed compromise
or arrangement or a reorganization, agree to a compromise or arrangement or a
reorganization of this corporation as a consequence of the compromise or
arrangement, the compromise or arrangement and the reorganization, if
sanctioned by the court to which the application has been made, shall be binding
on all the creditors or class of creditors, or on all the shareholders or class
of shareholders and also on this corporation.
ARTICLE VI
1. A director is not personally liable to the Corporation or its
shareholders for monetary damages for a breach of the director's fiduciary
duty. However, this provision does not eliminate or limit the liability of a
director for any of the following:
(a) A breach of the director's duty of loyalty to the
corporation or its shareholders.
(b) Acts or omissions not in good faith or that involve
intentional misconduct or knowing violation of law.
(c) A transaction from which the director derived an
improper personal benefit.
(d) Declaration of a dividend or distribution of assets
of the Corporation, purchase of shares of the Corporation, or making a
loan to an officer, director, or employee of the Corporation in
violation of an applicable statute or the Corporation's articles or
bylaws, unless the director acted in good faith and with that degree
of diligence, care and skill which an ordinarily prudent person would
exercise under similar circumstances in a like position; provided,
that in discharging his or her duties, a director, when acting in good
faith, may rely on the opinion of counsel of the Corporation, upon the
report of an independent appraiser selected with reasonable care by
the board, or upon financial statements of the Corporation represented
to him or her as correct by the president or officer of the
Corporation having charge of the books of account or stated in a
written report by an independent public or certified public
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accountant or firm of such accountants fairly to reflect the financial
condition of the Corporation.
2. The Corporation has the power to indemnify a person who was or
is a party or is threatened to be made a party to a threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative and whether formal or informal, other than an action by or in
the right of the Corporation, by reason of the fact that he or she 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 foreign or domestic corporation, partnership,
joint venture, trust, or other enterprise, whether for profit or not, against
expenses, including attorneys' fees, judgments, penalties, fines, and amounts
paid in settlement actually and reasonably incurred by him or her in connection
with the action, suit, or proceeding, if the person acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation or its shareholders, and with respect to a
criminal action or proceeding, if the person had no reasonable cause to believe
his or her conduct was unlawful. The termination of an action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation or
its shareholders, and, with respect to a criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
3. The Corporation has the power to indemnify a person who was or
is a party to or is threatened to be made a party to a threatened, pending, or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she 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 foreign or domestic corporation, partnership,
joint venture, trust, or other enterprise, whether for profit or not, against
expenses, including actual and reasonable attorneys' fees, and amounts paid in
settlement incurred by the person in connection with the action or suit, if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the Corporation or its shareholders.
However, indemnification shall not be made for a claim, issue, or matter in
which the person has been found liable to the Corporation unless and only to
the extent that the court in which the action or suit was brought has
determined upon application that despite the adjudication of liability but in
view of all circumstances of the case, the person is fairly and reasonably
entitled to indemnification for the expenses which the court considers proper.
4. (a) To the extent that a director, officer, employee, or
agent of the Corporation has been successful on the merits or
otherwise in defense of an action, suit, or proceeding referred to in
section 2 or 3 above, or in defense of a claim, issue, or matter in
the action, suit, or proceeding, he or she shall be indemnified
against expenses, including actual and reasonable attorneys' fees,
incurred by him or her in connection with the action, suit, or
proceeding and an action, suit, or proceeding brought to enforce the
mandatory indemnification provided in this subsection.
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(b) An indemnification under section 2 or 3, unless
ordered by a court, shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper
in the circumstances because he or she has met the applicable standard
of conduct set forth in section 2 or 3. This determination shall be
made in any of the following ways:
(i) By a majority vote of a quorum of the board
consisting of directors who were not parties to the
action, suit, or proceeding.
(ii) If the quorum described in subdivision (i) is not
obtainable, then by a majority vote of a committee of
directors who are not parties to the action. The
committee shall consist of not less than two
disinterested directors.
(iii) By independent legal counsel in a written opinion.
(iv) By the shareholders.
(c) If a person is entitled to indemnification under
section 2 or 3 for a portion of expenses including attorneys' fees,
judgments, penalties, fines, and amounts paid in settlement, but not
for the total amount thereof, the Corporation may 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.
5. Expenses incurred in defending a civil or criminal action,
suit, or proceeding described in section 2 or 3 may be paid by the Corporation
in advance of the final disposition of the action, suit, or proceeding upon
receipt of an undertaking by or on behalf of the director, officer, employee,
or agent to repay the expenses if it is ultimately determined that the person
is not entitled to be indemnified by the Corporation. The undertaking shall be
by unlimited general obligation of the person on whose behalf advances are made
but need not be secured.
6. (a) The indemnification or advancement of expenses
provided under sections 2 to 5 is not exclusive of other rights to
which a person seeking indemnification or advancement of expenses may
be entitled under the articles of incorporation, bylaws, or a
contractual agreement. 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.
(b) The indemnification provided for in sections 2 to 5
continues as to a person who ceases to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of the person.
7. The Corporation shall have power to purchase and maintain
insurance on behalf of 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, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not,
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against any liability asserted against him or her and incurred by him or her in
any such capacity or arising out of his or her status as such, whether or not
the Corporation would have the power to indemnify him or her against such
liability under the provisions of this Article.
8. For purposes of sections 2 to 7 'corporation' includes all
constituent corporations absorbed in a consolidation or merge and the resulting
or surviving corporation, so that a person who is or was a director, officer,
employee, or agent of the constituent corporation or is or was serving at the
request of the constituent corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise whether for profit or
not shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as the person would if he or
she had served the resulting or surviving corporation in the same capacity.
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