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EXHIBIT 3.1.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UNIVERSITY BANCORP, INC.
The undersigned, being the President and Secretary of
University Bancorp, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), do hereby certify as follows:
1. The name of the Corporation is University Bancorp, Inc.
2. The date of filing of the original Certificate of
Incorporation of the Corporation is December 19, 1986.
3. The Certificate of Incorporation of the Corporation is
hereby amended by amending and restating Article FOURTH thereof to read in its
entirety as follows:
FOURTH. The Corporation shall be authorized to issue two
classes of capital stock to be designated, respectively,
"Common Stock" and "Preferred Stock"; the total number of
shares which the Corporation shall have the authority to issue
is Five Million Five Hundred Thousand (5,500,000); the total
number of shares of Common Stock shall be Five Million
(5,000,000) and each such share shall have a par value of
$0.01; and the total number of shares of Preferred Stock shall
be Five Hundred Thousand (500,000) and each such share shall
have a par value of $0.001. Any shares of the Preferred Stock
may be issued from time to time in one or more series for such
consideration as may be fixed from time to time by the Board
of Directors of the Corporation. Before any shares of
Preferred Stock of any particular series will be issued, a
certificate will be filed with the Secretary of State of
Delaware setting forth the designation, rights, privileges,
restrictions, and conditions to be attached to the Preferred
Stock of such series and such other matters as may be
required, and the Board of Directors will fix and determine,
in the manner
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provided by law, the particulars of the shares of such series,
including, but not limited to, the number of shares of such
series, the dividends payable on shares of such series,
whether shares of such series shall have voting rights,
whether shares of such series shall have conversion
privileges, whether or not the shares of such series shall be
redeemable, whether such series shall have a sinking fund for
the redemption or purchase of shares of that series, the
rights of the shares of such series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of
payment of shares of that series; and any other relative
rights, preferences and limitations of such series.
4. The amendment of the Certificate of Incorporation of the
Corporation herein certified has been approved and adopted pursuant to Section
242 of the General Corporation Law of the State of Delaware.
5. The capital of the Corporation will not be reduced under or
by reason of any amendment herein certified.
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IN WITNESS WHEREOF, the undersigned have executed this certificate as
of the 10th day of June, 1998.
Stephen Lange Ranzini
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Stephen Lange Ranzini, President
ATTEST:
Joseph Lange Ranzini
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Joseph L. Ranzini, Secretary