EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF AMERICAN COMMUNITY BANCORP, INC.
The undersigned incorporator, desiring to form a corporation (the "
Corporation") under the provisions of the Indiana Business Corporation Law, as
amended (the "Act"), executes the following Articles of Incorporation.
ARTICLE 1
NAME
The name of the corporation shall be "American Community Bancorp, Inc."
ARTICLE 2
PURPOSE
The purposes for which the Corporation is formed are and include the
transaction, either alone or as a partner, joint venturer or otherwise, of any
and all lawful business for which corporations may be incorporated under the
Act.
ARTICLE 3
PRINCIPAL OFFICE; REGISTERED AGENT AND OFFICE
Section 3.1 Principal Office. The principal office of the Corporation
shall be located in the City of Evansville, County of Vanderburgh and State of
Indiana at 4424 Vogel Road, Evansville, Indiana 47715.
Section 3.2 Registered Office and Registered Agent. The street address
of the Corporation's registered office is 4424 Vogel Road, Evansville, Indiana
47715, and the name of its registered agent at that office is Thomas L.
Austerman.
ARTICLE 4
AUTHORIZED SHARES
Section 4.1 Authorized Amount. The authorized amount of capital stock
of the Corporation shall be Three Million (3,000,000) shares of common stock,
with no par value.
Section 4.2 No Pre-emptive Rights. No holder of shares of the capital
stock of the Corporation shall have any preemptive or preferential right of
subscription to any shares of any class of stock of the Corporation, whether now
or hereafter authorized, or to any obligations convertible into stock of the
Corporation, issued, or sold, nor any right of subscription to any thereof other
than such, if any, as the Board of Directors, in its discretion may from time to
time determine and at such price as the Board of Directors may from time to time
fix.
Section 4.3 Share Ownership Limitation. The Three Million (3,000,000)
shares of common stock shall be subject to the following dividend, voting,
liquidation, preemptive, conversion, assessment, and other rights:
(1) Until July 2, 2007, no person shall directly or indirectly
acquire the beneficial ownership of more than ten percent
(10%) of any class of the voting shares of the Corporation;
provided, however, the foregoing shall not prevent a person
from acquiring all of the outstanding voting shares of the
Corporation in a single transaction with the prior approval of
the Corporation's Board of Directors and shareholders in
accordance with the provisions of these Articles. If shares
are acquired in violation of this provision during the six
year period, then notwithstanding other provisions of the
Articles of Incorporation, all shares beneficially owned by
any person in excess of ten percent (10%) shall be considered
"excess shares" and shall not be counted as shares entitled to
vote and shall not be voted by any person or counted as voting
shares in connection to any matters submitted to the
shareholders for a vote.
(2) For purposes of this share ownership limitation, the following
definitions shall apply:
(a) "Acquire" means every type of acquisition, whether
effected by purchase, exchange, gift, bequest,
operation of law or otherwise, but shall not include
an increase in the percentage of shares beneficially
owned resulting from the repurchase or redemption of
shares by the Corporation.
(b) "Acting in concert" means (i) knowing participation
in a joint activity of conscious parallel action
towards a common goal whether or not pursuant to an
express agreement, or (ii) a combination or pooling
of voting or other interests in the securities of an
issuer for a common purpose pursuant to any contract,
understanding, relationship, agreement or other
arrangement, whether written or otherwise.
(c) "Beneficial Ownership" includes any person who,
directly or indirectly through any contract,
arrangement, understanding, relationship, or
otherwise has or shares:
i. Voting power which includes the power to
vote, or to direct the voting of, voting
shares of the Corporation; and/or,
ii. Investment power which includes the power
to dispose, or to direct the disposition
of, voting shares of the Corporation.
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(d) "Person" includes an individual, a group acting in
concert, a corporation, a partnership, a limited
liability company, an association, a joint stock
company, a trust, an unincorporated organization or
similar company, a syndicate or any other group
formed for the purpose of acquiring, holding or
disposing of the equity securities of the
Corporation.
ARTICLE 5
VOTING RIGHTS OF SHARES
Except as otherwise provided in the Act or the By-laws of the
Corporation, every shareholder of the Corporation shall have the right, at every
shareholders' meeting, to one vote for each share of stock standing in such
shareholder's name on the books of the Corporation upon all questions, including
election of directors, merger, liquidation and the sale of all or substantially
all of the assets of the Corporation. In all elections of directors,
shareholders shall be entitled to cumulate their votes.
ARTICLE 6
DIRECTORS
Section 6.1 Number and Term. The Board of Directors of the Corporation
shall consist of not less than five nor more than twenty-five persons, the exact
number to be fixed and determined from time to time as provided in the By-laws.
Section 6.2 Removal. Each director may be removed (i) with or without
cause, at a meeting of shareholders called expressly for that purpose, by a vote
of the holders of 80% of the shares then entitled to vote at an election of
directors, or (ii) with cause, by a vote of a majority of directors then in
office. "Cause" for removal of a director shall be limited to the grounds
specifically enumerated in 12 C.F.R. ss.563.39 (or any successor provision) with
respect to termination for cause.
ARTICLE 7
DURATION
The period during which the Corporation shall continue is perpetual.
ARTICLE 8
AMENDMENT OF ARTICLES OF INCORPORATION
These Articles of Incorporation may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the capital stock of the Corporation, unless the vote of the holders
of a greater amount of capital stock is otherwise required by these Articles of
Incorporation or the Law, and in that case by the vote of the holders of such
greater amount.
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ARTICLE 9
INCORPORATOR
The name and address of the incorporator of the Corporation are Thomas
L. Austerman, 4424 Vogel Road, Evansville, Indiana 47715.
IN WITNESS WHEREOF, the undersigned executes the foregoing Articles of
Incorporation this 11th day of March, 2004.
/s/ Thomas L. Austerman
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Thomas L. Austerman, Incorporator
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