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EXHIBIT 3.(i)
EXHIBIT 3.(i) - AMENDED ARTICLES OF INCORPORATION AND CODE OF REGULATIONS
AMENDED ARTICLES OF INCORPORATION
FIRST: The name of this corporation shall be Killbuck Bancshares, Inc.
SECOND: The place in the State of Ohio where its principal office is to be
located is 165 North Main Street, Killbuck, Holmes County.
THIRD: The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under Chapter 1701
of the Revised Code of Ohio.
FOURTH: The maximum number of shares which the Corporation is authorized to
have outstanding is Two Hundred Thousand (200,000), all of which shall be
designated as Common Stock, without par value.
FIFTH: No holders of shares of the corporation shall have any pre-emptive
right to subscribe for or to purchase any shares of the corporation of any
class, whether now or hereafter authorized. Cumulative voting of shares is not
permitted.
SIXTH: The number of Directors of the Corporation shall be fixed from time
to time by its Code of Regulations and may be increased or decreased as therein
provided, but the number thereof shall in no event be less than five. The Board
of Directors shall be divided into three classes, as nearly equal in number as
the then total number of Directors constituting the whole Board permits, it not
being required that each class have the same number of members if such is
mathematically impossible, with the term of office of one class expiring each
year. At the organizational meeting of shareholders, Directors of the first
class shall be elected to hold office for a term expiring at the next succeeding
Annual Meeting; Directors of the second class shall be elected to hold office
for a term expiring at the second succeeding Annual Meeting, and Directors of
the third class shall be elected to hold office for a term expiring at the third
succeeding Annual Meeting. Thereafter, at each Annual Meeting of shareholders,
the successors to the class of Directors whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding Annual
Meeting after such election. In the event of any increase in the number of
Directors of the Corporation, the additional Directors shall be so classified
that all classes of Directors shall be increased equally as nearly as may be
possible. In the event of any decrease in the number of Directors of the
Corporation, all classes of Directors shall be decreased equally as nearly as
possible.
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SEVENTH: (A) Except as otherwise provided in Clause (B) of this article
SEVENTH:
(i) any merger or consolidation of the Corporation with or into any other
corporation;
(ii) any sale, lease, exchange, or other disposition of all or any substantial
part of the assets of the Corporation to or with any other corporation, person,
or other entity;
(iii) the issuance or transfer of any securities of the Corporation to any other
corporation, person, or other entity in exchange for assets or securities or a
combination thereof (except assets or securities or a combination thereof so
acquired in a single transaction or a series of related transactions having an
aggregate fair market value of less than $250,000); or
(iv) the issuance or transfer of any securities of the Corporation to any other
corporation, person, or other entity for cash;
shall require the affirmative vote of the holders of at least a majority of the
outstanding shares of capital stock of the Corporation which are not
beneficially owned by such other corporation, person, or other entity if, as of
the record date for the determination of shareholders entitled to notice thereof
and to vote thereon, such other corporation, person, or entity is the beneficial
owner, directly or indirectly, of 10% or more of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
Directors, considered for the purposes of this article SEVENTH as one class.
Such affirmative vote shall be required notwithstanding the fact that no vote
may be required, or that some lesser percentage may be specified, by law or in
any agreement with any national securities exchange.
(B) The provisions of this Article SEVENTH shall not apply to any
transaction described in clauses (i), (ii), (iii), or (iv) of Clause (A) of this
Article SEVENTH, (i) with any corporation if a majority, by vote, of the
outstanding shares of all classes of capital stock of such other corporation
entitled to vote generally in the election of Directors, considered for this
purpose as one class, is owned of record or beneficially by the Corporation
and/or its subsidiaries; (ii) with another corporation, person, or other entity
if the Board of Directors of the Corporation shall by resolution have approved a
memorandum of understanding with such other corporation, person, or other entity
with respect to and substantially consistent with such transaction prior to the
time such other corporation, person, or other entity became the beneficial
owner, directly or indirectly, of 10% or more of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
Directors; or (iii) approved by resolution adopted by the affirmative vote of a
least three-fourths of the members of the whole Board of Directors of the
Corporation at any time prior to the consummation thereof.
(C) For the purpose of this Article SEVENTH, a corporation, person, or
other entity shall be deemed to be the beneficial owner of any shares of capital
stock of the Corporation (i) which it has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants, or options, or
otherwise; or (ii) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of clause (i) above), by any
other corporation, person, or other entity with which it or its "affiliate" or
"associate" (as defined below) has any agreement, arrangement, or understanding
for the purpose of acquiring, holding,
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voting, or disposing of capital stock of the Corporation, or which is its
"affiliate" or "associate" as those terms were defined in Rule 12B-2 of the
general rules and regulations under the Securities Exchange Act of 1934 as in
effect on September 30, 1991. For the purpose of this Article SEVENTH, the
outstanding shares of any class of capital stock of the Corporation shall
include shares deemed owned through the application of clauses (i) and (ii) of
this Clause (C) but shall not include any other shares which may be issuable
pursuant to any agreement, or upon exercise of conversion rights, warrants, or
options, or otherwise.
(D) The Board of Directors of the Corporation shall have the power and
duty to determine for the purposes of this Article SEVENTH, on the basis of
information then known to it, whether (i) any other corporation, person, or
other entity beneficially owns, directly or indirectly, 10% or more of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of Directors, or is an "affiliate" or an "associate"
(as defined above) of another, (ii) any proposed sale, lease, exchange, or other
disposition of part of the assets of the Corporation involves a substantial part
of the assets of the Corporation, (iii) assets or securities, or a combination
thereof, to be acquired in exchange for securities of the Corporation, have an
aggregate fair market value of less than $250,000 and whether the same are
proposed to be acquired in a single transaction or a series of related
transactions, and (iv) the memorandum of understanding referred to above is
substantially consistent with the transaction to which it relates. Any such
determination by the Board shall be conclusive and binding for all purposes of
this Article SEVENTH.
EIGHTH: The Board of Directors of the Corporation, when evaluating any
offer of another party to (i) purchase or exchange any securities or property
for any outstanding equity securities of the Corporation, (ii) merge or
consolidate the Corporation with another corporation, or (iii) purchase or
otherwise acquire all or substantially all of the properties and assets of the
Corporation, shall, in connection with the exercise of its judgment in
determining what is in the best interests of the Corporation and its
shareholders, give due consideration not only to the price or other
consideration being offered, but also to all other relevant factors, including
without limitation the financial and managerial resources and future prospects
of the other party; the possible effects on the business of the Corporation and
its subsidiaries and on the depositors, employees, and other constituents of the
Corporation and its subsidiaries; and the possible effects on the communities
and the public interest which the Corporation and its subsidiaries serve. In
evaluating any such offer, the Board of Directors shall be deemed to be
performing their duly authorized duties and acting in good faith and in the best
interests of the Corporation within the meaning of Section 1701.13 of the Ohio
Revised Code, as it may be amended from time to time, and the Corporation's Code
of Regulations.
NINTH: When authorized by the affirmative vote of a majority of the
Board of Directors, without the action or approval of the shareholders of this
Corporation, this Corporation may redeem, purchase, or contract to purchase, at
any time and from time to time, shares of any class issued by this Corporation
for such prices and upon and subject to such terms and conditions as the Board
of Directors may determine.
TENTH: These Amended Articles of Incorporation take the place
of and supersede the existing Articles of Incorporation as heretofore
amended.
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IN WITNESS WHEREOF, the above named officers, acting for and on behalf
of the corporation, have hereunto subscribed their names this 31st day of July,
1992.
By: /s/ Luther E. Proper
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Luther E. Proper, President
By: /s/ Jon D. Boley
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Jon D. Boley, Secretary
NOTE: Ohio law does not permit one officer to sign in two capacities. Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.
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CODE OF REGULATIONS
OF
KILLBUCK BANCSHARES, INC.
ARTICLE I
SEAL
The Board of Directors may from time to time adopt such seal or seals, if any,
as they deem appropriate for the use of the Corporation in transacting its
business.
ARTICLE II
SHAREHOLDERS
(a) ANNUAL MEETING. The annual meeting of the shareholders shall be held on such
day, at such hour, and in such place as may be fixed from time to time by the
Directors. At such meeting there shall be elected a Board of Directors to serve
until the end of the term to which they are elected and until their successors
are elected and qualified. Any other business may be transacted at the annual
meeting without specific notice of such business being given, except such
business as may require specific notice by law.
(b) SPECIAL MEETINGS. Special meetings of the shareholders may be held on any
date. Calls for special meetings shall specify the time, place, and object or
objects thereof, and no business other than that specified in the call therefor
shall be considered at any such meetings.
(c) CALLING OF MEETINGS. Meetings of the shareholders may be called only by the
Chairman of the Board, the President or, in the case of the President's absence,
death or disability, the Vice President authorized to exercise the authority of
the President, the Secretary, the Directors by action at a meeting, or a
majority of the Directors acting without a meeting, or the holders of fifty
percent (50%) of all shares outstanding and entitled to vote thereat.
(d) NOTICE OF MEETINGS. Notice of each annual or special meeting of the
shareholders shall be given in writing either by the President, any Vice
President, the secretary, or any Assistant Secretary, not less than ten (10)
days before the meeting. Such notice may be given by personal delivery or by
mail. If mailed, such notice shall be addressed to the shareholder at his
address as it appears on the records of the Corporation. Any shareholder may, at
any time, waive any notice required to be given under these Regulations. The
attendance of any shareholder, in person or by proxy, at any such meeting
without protesting the lack of proper notice prior to or at the commencement of
the meeting shall be deemed to be a waiver by such shareholder of notice of such
meeting.
(e) PLACE OF MEETINGS. All meetings of shareholders shall be held at the
principal office of the Corporation, unless otherwise provided by action of the
Directors. Meetings of shareholders may be held at any place within or without
the State of Ohio.
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(f) QUORUM. The shareholders present in person or by proxy at any meeting shall
constitute a quorum unless a larger proportion is required to take the action
stated in the notice of the meeting, in which case, to constitute a quorum,
there shall be present in person or by proxy the holders of record of shares
entitling them to exercise the voting power required by the Articles of
Incorporation of the Corporation, or applicable law to take the action stated.
The holders of a majority of the voting shares represented at a meeting, whether
or not a quorum is present, or the Chairman of the Board, the President, or the
officer of the Corporation acting as Chairman of the meeting, may adjourn such
meeting from time to time and, if a quorum is present at such adjourned meeting,
any business may be transacted as if the meeting had been held as originally
called.
(g) VOTES REQUIRED. At all elections of Directors, the candidates receiving the
greatest number of votes shall be elected. Any other matter submitted to the
shareholders for their vote shall be decided by the vote of a majority in voting
power of the shares present in person or by proxy entitled to vote upon such
matter or such other proportion of the shares as is required by law, the
Articles of Incorporation, or these Regulations.
(h) ORDER OF BUSINESS. The order of business at any meeting of shareholders
shall be determined by the officer of the Corporation acting as Chairman of such
meeting unless otherwise determined by a vote of the holders of a majority of
the voting shares of the Corporation present in person or by proxy and entitled
to vote at such meeting.
(i) ORGANIZATION. The President of the Corporation shall preside at all meetings
of the shareholders, but in his absence the Board of Directors of the
Corporation shall select another officer to so preside. The Secretary of the
Corporation shall act as Secretary of all meetings of the shareholders, but in
the absence of the Secretary at any meeting of the shareholders, the presiding
officer may appoint any person to act as Secretary of the meeting.
(j) VOTING BY SHAREHOLDERS. At any meeting of the Shareholders, each Shareholder
of the Corporation shall, except as otherwise provided by law or by the express
terms of such shares, be entitled to one vote either in person or by proxy, for
each share of the Corporation registered in his name on the books of the
Corporation (1) on the date fixed by the Board of Directors as the record date
for the determination of Shareholders entitled to vote at such meeting,
notwithstanding the prior or subsequent sale or other disposition of such share
or shares or transfer of the same on the books of the corporation after the date
so fixed, or (2) if no such record date shall have been fixed, then as of the
day next preceding the date of the meeting.
(k) RECORD DATE. The Directors may fix a record date for any lawful purpose,
including without limitation, the determination of Shareholders entitled to (1)
receive notice of or to vote at any meeting, (2) receive payment of any dividend
or distribution, (3) receive or exercise rights of purchase of or subscription
for, or exchange or conversion of, shares or other securities, subject to any
contract right with respect thereto, or (4) participate in the execution of
written consents, waivers, or releases. Said record date shall not be a date
earlier than the date on which it is fixed, and shall not be more than sixty
days preceding the date of such meeting, the date fixed for payment of any
dividend or distribution, or the date fixed for the receipt or exercise of
rights, as the case may be.
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(l) PROXIES. At meetings of the Shareholders, any Shareholder of record entitled
to vote thereat or to execute consents, waivers, and releases may be represented
at such meeting or vote thereat, and may execute consents, waivers, and releases
and exercise any of his other rights by proxy or proxies appointed by an
instrument in writing signed by such Shareholder, but such instrument shall be
filed with the Secretary of the meeting before the person holding such proxy
shall be allowed to vote thereunder.
(m) INSPECTORS OF ELECTION. In advance of any meeting of Shareholders, the
Directors may appoint inspectors of election to act at such meeting or any
adjournment thereof; if inspectors are not so appointed, the Officer of the
Corporation acting as Chairman of any such meeting may make such appointment. In
case any person appointed as inspector fails to appear or act, the vacancy may
be filled only by appointment made by the Directors in advance of such meeting
or, if not so filled, at the meeting by the Officer of the Corporation acting as
Chairman of such meeting. No other person or persons may appoint or require the
appointment of inspectors of election.
ARTICLE III
DIRECTORS
(a) AUTHORITY AND QUALIFICATIONS. Except where the law, the Articles of
Incorporation, or the Code of Regulations otherwise provide, all authority of
the Corporation shall be exercised by or under the direction of a Board of
Directors. Each Director must be the owner and holder of not less than
twenty-five (25) shares of stock in the Corporation and must hold the shares in
his own name and unencumbered.
(b) NUMBER. The Board of Directors shall be composed of not less than five (5)
nor more than fifteen (15) persons, as shall be fixed by the Shareholders in
accordance with applicable law, who shall be elected in accordance with the
provisions of the Articles of Incorporation by action of the Shareholders. Any
Director's office created by the Directors by reason of an increase in their
number may be filled by action of a majority of the Directors then in Office.
(c) CHANGES. The number of Directors fixed in accordance with the immediately
preceding paragraph may also be increased or decreased by the Directors at a
meeting or by action in writing without a meeting, and the number of Directors
as so changed shall be the number of Directors until further changed in
accordance with this Section; provided, that no such decrease in the number of
Directors shall have the effect of shortening the term of any incumbent
Director; and provide, further, that the number of Directors shall not be
increased by the Directors to more than three Directors beyond the number of
Directors as fixed at the most recently held meeting of the Shareholders called
for the purpose of electing Directors.
(d) TERM OF OFFICE. Directors shall be elected to hold office in accordance with
the provisions of the Articles of Incorporation until the next annual meeting of
Shareholders and until their successors are elected and qualified.
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(e) NOMINATIONS. Nominations for the election of Directors may be made by the
Board of Directors or a committee appointed by the Board of Directors or by any
Shareholder entitled to vote in the election of Directors generally. However,
any Shareholder entitled to vote in the election of Directors generally may
nominate one or more persons for election as Directors at a meeting only if
written notice of such Shareholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States mail
to the Secretary of the Corporation not later than (1) with respect to an
election to be held at an annual meeting of Shareholders, 45 days in advance of
the corresponding date for the date of the preceding year's annual meeting of
Shareholders, and (2) with respect to an election to be held at a special
meeting of Shareholders for the election of Directors, the close of business on
the seventh day following the date on which notice of such meeting is first
given to Shareholders. Each such notice shall set forth: (1) the name and
address of the Shareholder who intends to make the nomination and of the person
or persons to be nominated; (2) a representation that the Shareholder is a
holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (3) a description of all arrangements
or understandings between the Shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the Shareholder; and (4) the consent of each
nominee to serve as a Director of the Corporation if so elected. The Chairman of
the meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
(f) REMOVAL. (A) The Directors may remove any Director if, by order of court, he
has been found to be of unsound mind or if he is adjudicated a bankrupt.
(B) All the Directors or any individual Director may be removed from
office, without assigning any cause, by the vote of the holders of three-fourths
(3/4) of the voting rights entitling them to elect Directors in place of those
to be removed, provided that unless all the Directors are removed, no individual
Director shall be removed if the votes of a sufficient number of shares are cast
against his removal which, if cumulatively voted at an election of all the
Directors, would be sufficient to elect at least one Director. In case of any
such removal, a new Director may be elected at the same meeting for the
unexpired term of each Director removed.
(g) VACANCIES. A vacancy shall exist in the Board of Directors in the event (1)
A Director dies or resigns, (2) a Director is removed by the Board of Directors,
(3) a Director is removed by the Shareholders and the Shareholders fail to elect
a new Director to fill the unexpired term, or (4) the Shareholders fail at any
time to elect the whole authorized number of Directors. The remaining Directors,
though less than a majority of the whole authorized number of Directors, may, by
a vote of the majority of their number, fill any vacancy in the Board for the
unexpired term.
(h) TIME OF MEETING. The Board of Directors shall meet at least annually,
immediately following the annual meeting of the Shareholders, at the principle
office of the Corporation or such other place as the annual Shareholders'
meeting is held, but the Directors shall have the authority to change the time
and place of such meeting by the adoption of By-Laws or by resolution.
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(i) MEETINGS. Meetings of the Board of Directors other than the annual meeting
may be called at any time by the President and shall be called by the President
upon the request of any two Directors. Such meetings of the Directors shall be
held at the principal office of the Corporation or at such other place within or
without the State of Ohio as the Directors may from time to time determine.
Notice of the annual meeting need not be given and each Director shall take
notice thereof, but this provision shall not be held to prevent the giving of
notice in such manner as the Board may determine. The Board shall decide what
notice shall be given and the length of time prior to the meetings that such
notice shall be given of all other meetings. Any meeting at which all of the
Directors are present shall be a valid meeting whether notice thereof was given
or not, and any business may be transacted at such a meeting. Meetings of the
Directors may be held through any communications equipment if all persons
participating can hear each other and participation in a meeting pursuant to
this provision shall constitute presence at such meeting.
(j) QUORUM. A majority of the whole authorized number of Directors shall be
necessary to constitute a quorum for a meeting of Directors, except that a
majority of the Directors in office shall constitute a quorum for filling a
vacancy in the Board. The act of a majority of the Directors present at a
meeting at which a quorum is present is the act of the Board, except as
otherwise provided by law, the Articles of Incorporation, or these Regulations.
(k) COMPENSATION. The Directors, by the affirmative vote of a majority in office
and irrespective of any personal interest of any of them, shall have authority
to establish reasonable compensation for any Director or Officer, for services
rendered or to be rendered to the Corporation, including but not limited to the
following types of programs: short-term incentives, stock-related long-term
incentives, performance-related long-term incentives, deferred compensation
plans, disability benefits, death benefits, insurance, and other fringe
benefits.
(I) BY-LAWS. The Board of Directors may adopt By-Laws for their own government
and that of the Corporation provided such By-Laws are not inconsistent with the
Articles of Incorporation or these Regulations.
ARTICLE IV
COMMITTEES
The Board of Directors may, by resolution, designate not less than three (3) of
its number to serve on an Executive Committee or such other committee or
committees as the Board may from time to time constitute. The Board may delegate
to any such Executive Committee or other committee any of the authority of the
Directors, however conferred, other than that of filling vacancies among the
Directors or in any committee of the Directors. The specific duties and
authority of any such committee or committees shall be stated in the resolution
constituting the same. An Executive Committee or other committee, once created
and appointed, shall continue in office until expressly dissolved, terminated,
reorganized, or replaced.
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ARTICLE V
OFFICERS
(a) OFFICERS. The Officers of the Corporation to be elected by the Board of
Directors shall be a President, one or more Vice Presidents, a Secretary, a
Treasurer, and such other Officers and assistant Officers as the Directors may
from time to time elect. A Chairman of the Board, if elected, must be a
Director. Officers may be paid such compensation as the Board may determine. Any
two or more offices may be held by the same person, but no Officer shall
execute, acknowledge, or verify any instrument in more than one capacity if such
instrument is required by law, the Articles, these Regulations, or the By-Laws
to be executed, acknowledged, or verified by two or more Officers.
(b) ELECTION, TERM, AND REMOVAL. At the first meeting of the Board of Directors
after the annual meeting of shareholders, the Board shall elect Officers as
described in the preceding paragraph. All Officers of the Corporation shall hold
office for one year and until their successors are elected and qualified.
Notwithstanding that, however, the Officers shall hold office at the pleasure of
the Directors. Any Officer may be removed, either with or without cause, at any
time, by the affirmative vote of a majority of all of the Directors then in
office; such removal, however, shall be without prejudice to the contract
rights, if any, of the person so removed.
(c) VACANCIES AND ABSENCE. If any office shall become vacant by reason of the
death, resignation, disqualification, or removal of the incumbent thereof, or
other cause, the Board of Directors may elect a successor to hold office for the
unexpired term in respect to which such vacancy occurred or was created. In the
case of the absence of any Officer of the corporation or for any reason that the
Board may determine as sufficient, the Board may delegate the powers and duties
of such Officer to any other Officer or to any Director, except where otherwise
provided by these Regulations or by statute, for the time being.
ARTICLE VI
DUTIES OF OFFICERS
(a) CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors, if the Board
establishes such office, shall preside at all meetings of the Board, confer with
and advise all other Officers of the Corporation, and perform such other duties
as may be delegated from time to time by the Board.
(b) PRESIDENT. The President shall be the Chief Executive Officer and active
head of the Corporation, and in the recesses of the Board of Directors and the
Executive Committee, if the Board establishes such a committee, shall have
general control and management of all its business and affairs. He shall make
such recommendations to the Board, or any committees thereof, as he thinks
proper, and he shall bring before said Board such information as may be required
touching the business and property of the Corporation. He shall perform
generally all the duties incident to the office of President as required or
authorized by law and such as are usually vested in the President of a similar
corporation.
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(c) VICE PRESIDENTS. The Vice Presidents, including the Executive Vice
President, if the Board establishes such office, shall perform such duties as
may be delegated to them by the Board of Directors, or assigned to them from
time to time by the Board or the President. The Executive Vice President, if the
Board establishes such office, or the Vice President, or in the event there
shall be more than one Vice President, such Vice President as may be designated
by the Board, shall perform the duties and have the powers of the President in
case of the absence of the latter from his office, and during such absence such
Vice President shall be authorized to exercise all the functions of the
President and shall sign all papers and perform all duties as acting President.
(d) SECRETARY. The Secretary shall keep a record of all proceedings of the Board
of Directors, and of all meetings of shareholders, and shall perform such other
duties as may be assigned by the Board or the President.
(e) TREASURER. The Treasurer shall have charge of the funds and accounts of the
Corporation. He shall keep proper books of account showing all receipts,
expenditures, and disbursements of the Corporation, with vouchers in support
thereof. He shall also from time to time, as required, make reports and
statements to the Directors as to the financial condition of the Corporation,
and submit detailed statements of receipts and disbursements; he shall perform
such other duties as shall be assigned from time to time by the Board or the
President.
(f) BONDS OF OFFICERS. The Board of Directors shall determine which officers, if
any, of the Corporation shall give bond, and the terms and amount thereof, the
expense to be paid by the Corporation.
ARTICLE VII
INDEMNIFICATION AND INSURANCE
(a) GENERAL INDEMNIFICATION. The Corporation (1) shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a Director of the
Corporation, or while a Director of the Corporation is or was serving at the
request of the Corporation as a director, trustee, fiduciary, officer, employee,
partner, joint venturer or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, employee benefit
plan or other enterprise, and (2) may indemnify or agree to indemnify any person
who is or was a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was an Officer, employee, or
agent of the Corporation, or while an Officer, employee, or agent of the
Corporation is or was serving at the request of the Corporation as a director,
trustee, fiduciary, officer, employee, partner, joint venturer or agent of
another corporation, domestic or foreign, nonprofit or for profit, partnership,
joint venture, trust, employee benefit plan or other enterprise, against
expenses (including attorney's fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he
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acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and with respect to any criminal
action or proceeding, he had reasonable cause to believe that his conduct was
unlawful.
(b) SUITS BY THE CORPORATION. The Corporation may indemnify or agree to
indemnify any person who was or is a party or is threatened to be made a party
to any 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
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, trustee, fiduciary,
officer, employee, partner, joint venturer, or agent of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation. No such indemnification shall be made in respect of (1) any
claim, issue, or matter as to which such person is adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation
unless and only to the extent that the court of common pleas or the court in
which such action or suit was brought determines upon application that, despite
the adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the court of common pleas or such other court shall deem proper; or (2) any
action or suit in which the only liability asserted against a director is
pursuant to Section 1701.95 of the Ohio Revised Code.
(c) INDEMNIFICATION FOR EXPENSES. To the extent that a director, trustee,
fiduciary, officer, employee, partner, joint venturer, or agent has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in paragraphs (a) and (b), of this Article, including any
action or suit brought against a Director pursuant to Section 1701.95 of the
Ohio Revised Code, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses (including attorney's fees) actually and
reasonably incurred by him in connection with the action, suit, or proceeding.
(d) DETERMINATION REQUIRED. Any indemnification under paragraphs (a) and (b) of
this Article (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that the indemnification
of the director, trustee, fiduciary, office, employee, partner, joint venturer,
or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in paragraphs (a) and (b). Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of Directors who were not and are not parties to, or threatened with,
such action, suit, or proceeding; (2) if such a quorum is not obtainable or if a
majority of a quorum of disinterested Directors so directs, in a written opinion
by independent legal counsel other than an attorney, or a firm having associated
with it an attorney, who has been retained by or has performed services
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for the Corporation or any person to be indemnified within the past five years;
(3) by the Shareholders; or (4) by the court of common pleas or the court in
which the action, suit or proceeding was brought. Any determination made by the
disinterested Directors or by independent legal counsel under this paragraph (d)
shall be promptly communicated to the person who threatened or brought the
action or suit by or in the right of the Corporation under paragraph (b) of this
Article, and such person shall have the right, within ten days after receipt of
such notification, to petition the court of common pleas or other court in which
action or suit was brought to review the reasonableness of such determination.
(e) ADVANCES FOR EXPENSES. (A) Expenses (including attorney's fees) incurred by
a Director in defending any civil or criminal action, suit, or proceeding
referred to in paragraphs (a) and (b) of this Article, except where the only
liability asserted against a Director is pursuant to Section 1701.95 of the Ohio
Revised Code, shall be paid by the Corporation as they are incurred, in advance
of the final disposition of such action, suit, or proceeding upon receipt of an
undertaking by or on behalf of the Director in which he agrees to (1) repay such
amount if it is proved by clear and convincing evidence in a court of competent
jurisdiction that his action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the Corporation or
undertaken with reckless disregard for the best interests of the Corporation;
and (2) reasonably cooperate with the Corporation concerning the action, suit,
or proceeding. (B) Expenses (including attorney's fees) incurred by a director,
trustee, fiduciary, officer, employee, partner, joint venturer, or agent in
defending any action, suit, or proceeding referred to in paragraphs (a) and (b)
of this Article, including any action or suit brought against a Director
pursuant to Section 1701.95 of the Revised Code, may be paid by the Corporation
as they are incurred in advance of the final disposition of the action, suit, or
proceeding as authorized by the Directors in the specific case upon receipt of
an undertaking by or on behalf of the director, trustee, fiduciary, officer,
employee, partner, joint venturer, or agent to repay such amount, if it is
ultimately determined that he is not entitled to be indemnified by the
Corporation.
(f) ARTICLE VII NOT EXCLUSIVE. The indemnification authorized by this Article
VII shall not be deemed exclusive of, and shall be in addition to, any other
rights granted to those seeking indemnification under the Articles, common law,
the General Corporation Law of the State of Ohio, the Regulations, or any
agreement, vote of Shareholders or disinterested Directors, or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, trustee, fiduciary, officer, employee, partner, joint venturer, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.
(g) INSURANCE. The Corporation may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of credit,
or self-insurance on behalf of or for 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, trustee, fiduciary, officer, employee,
partner, joint venturer, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, employee benefit
plan, or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
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such liability under the provisions of this Article VII. Insurance may be
purchased from or maintained with a person in which the Corporation has a
financial interest.
(h) PARAGRAPHS (A) AND (B) NOT EXCLUSIVE. The authority of the Corporation to
indemnify persons pursuant to paragraphs (a) and (b) of this Article VII does
not limit the payment of expenses as they are incurred, indemnification,
insurance, or other protection that may be provided pursuant to any other
section of this Article VII. Paragraphs (a) and (b) of this Article VII do not
create any obligation to repay or return payments made by the Corporation under
any other section of this Article VII.
(i) DEFINITION OF "THE CORPORATION." As used in this Article VII, references to
"the Corporation" include all constituent corporations in a consolidation or
merger and the new or surviving corporation, so that any person who is or was a
director, officer, employee, or agent of such a constituent corporation, or is
or was serving at the request of such constituent corporation as a director,
trustee, fiduciary, officer, employee, partner, joint venturer, or agent of
another corporation, domestic or foreign, nonprofit or for profit, partnership,
joint venture, trust, employee benefit plan, or other enterprise, shall stand in
the same position under the provisions of this Article VII with respect to the
new or surviving corporation as he would if he had served the new or surviving
corporation in the same capacity.
(j) EXCLUSION. Anything else contained in this Article VII to the contrary
notwithstanding, (1) no indemnification may be paid and no expenses may be
reimbursed to any person under this Article VII who is found to have violated
any Federal or State banking laws for the acts or omissions which gave rise to
such violation or violations, and any expenses reimbursed to such person for the
defense of the actions or omissions which are found to have violated such laws
shall promptly be reimbursed to the Corporation following such finding, or
arrangements satisfactory to the Corporation made for such reimbursement, and
(2) no insurance or similar protection may be purchased, maintained, or
furnished by the Corporation to or for any person under this Article VII against
violations of Federal or State banking laws.
ARTICLE VIII
SHARES OF STOCK
(a) CERTIFICATES OF STOCK. Certificates evidencing ownership of shares of the
Corporation, showing the number of shares registered in his name on the books of
the Corporation, shall be issued to those entitled to them. Each certificate
evidencing shares of the Corporation shall bear a distinguishing number, the
signatures of the Chairman of the Board, the President, or a Vice President, and
of the Secretary or an Assistant Secretary (except that when any such
certificate is countersigned by an incorporated transfer agent or registrar,
such signatures may be facsimile, engraved, stamped, or printed), and such
recitals as may be required by law.
(b) TRANSFERS OF STOCK. Shares shall be transferable on the books of the
Corporation by the holders thereof in person or by a duly authorized attorney
upon surrender of the Certificates therefor with duly executed assignment
endorsed thereon or attached thereto. Evidence of authority to endorse any
certificate and to request its transfer shall be produced to the
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Corporation. In case of transfer by executors, administrators, guardians, or
other legal representatives or fiduciaries, appropriate legal evidence of their
authority to act shall be produced and may be required to be filed the
Corporation. No transfer shall be made until the stock certificate in question
and such evidence of authority are delivered to the Corporation.
(c) TRANSFER AGENTS AND REGISTRARS. The Directors may appoint one or more agents
to transfer or to register shares of the Corporation, or both.
(d) LOST, DESTROYED, OR MUTILATED CERTIFICATES. If any certificate of stock in
this Corporation becomes worn, defaced, or mutilated, the Officers, upon
production and surrender thereof, may order the same cancelled, and may issue a
new certificate in lieu of the same. Except as otherwise provided by law, where
the owner of a certificate evidencing shares of the Corporation claims that such
certificate has been lost, destroyed, or wrongfully taken, the Officers must
cause the Corporation to issue a new certificate in place of the original
certificate if the owner: (1) so requests before the Corporation has notice that
such original certificate has been acquired by a bona fide purchaser; and (2)
files with the Corporation or its agents any indemnity bond requested by the
Corporation, with surety or sureties satisfactory to the Corporation, in such
sum as the Officers may, in their discretion, deem reasonably sufficient as
indemnity against any loss or liability that the Corporation may incur by reason
of the issuance of each such new certificate; and (3) satisfies any other
reasonable requirements which may be imposed by the Officers or Directors, their
discretion.
ARTICLE IX
ACTION WITHOUT A MEETING
Anything contained in the Regulations to the contrary notwithstanding, any
action which may be authorized or taken at a meeting of the Shareholders or of
the Directors or of a committee of the Directors, as the case may be, may be
authorized or taken without a meeting with the affirmative vote or approval of,
and in a writing or writings signed by, all the Shareholders who would be
entitled to notice of a meeting of the Shareholders held for such purpose, or
all the Directors, or all the members of such committee of the Directors,
respectively, which writings shall be filed with or entered upon the records of
the Corporation.
ARTICLE X
AMENDMENTS TO REGULATIONS
(a) AMENDMENTS AT A MEETING. The Regulations may be amended, or new Regulations
may be adopted, at a meeting of Shareholders held for such purpose, by the
affirmative vote of holders of shares entitling them to exercise a majority of
the voting power of the Corporation on such proposal, provided that such
amendment or adoption is recommended for approval by at least three-fourths
(3/4) of the Directors of the Corporation. Unless at least three-fourths (3/4)
of the Directors recommend the approval of such amendment or adoption, the
affirmative vote of holders of shares entitling them to exercise at least
three-fourths (3/4) of the voting power of the Corporation on such proposal
shall be required.
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(b) AMENDMENTS WITHOUT A MEETING. The Regulations may be amended or new
Regulations may be adopted without a meeting by the written consent of holders
of shares entitling them to exercise three-fourths (3/4) of the voting power of
the Corporation on such proposal.
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