EXHIBIT 2.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
FIRST BUSEY CORPORATION
First. The name of the corporation (hereinafter called the Corporation) is:
FIRST BUSEY CORPORATION
Second. The address of the Corporation's Registered Office in the State of
Nevada is 3800 Howard Hughes Parkway, 7th Floor, Las Vegas, Nevada, County of
Clark, 89109. The name of the Corporation's Registered Agent at such address is
Kummer, Kaempfer, Bonner and Renshaw.
Third. The nature of the business or purposes of the Corporation is as
follows:
To engage in any lawful act or activity for which corporations may be
organized under the Nevada Revised Statutes.
Fourth.
A. Classes and Number of Shares. The total number of shares of all classes
of stock the Corporation shall have authority to issue is 41,000,000 shares. The
classes and the aggregate number of shares of stock of each class which the
Corporation shall have authority to issue are as follows:
1. 40,000,000 shares of Common Stock, $.001 par value per share.
2. 1,000,000 shares of Preferred Stock, $.001 par value per share.
B. Powers and Rights of Common Stock.
1. Voting Rights and Powers. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are entitled to give
consent, the holders of the outstanding shares of the Common Stock shall be
entitled to cast thereon one (1) vote in person or by proxy for each share of
the Common Stock standing in his name.
2. Dividends and Distributions.
a. Cash Dividends. When cash dividends may be declared by the Board of
Directors, and for purposes of calculating the cash dividend to be paid on
shares of the Common Stock, the amount of the cash dividend declared and
payable on shares of the Common Stock, determined in accordance with this
provision, may be rounded up to the next highest half cent or fraction
thereof.
b. Other Dividends and Distributions. Each share of the Common Stock
shall be equal in respect of rights to dividends (other than cash) and
distributions, when and as declared, in the form of stock or other property
of the Corporation, except that in the case of dividends or other
distributions payable in stock of the Corporation, including distributions
pursuant to stock split-ups or divisions, only shares of the Common Stock
shall be distributed with respect to the Common Stock.
3. Other Rights. Except as otherwise required by the Nevada Revised
Statutes, or as otherwise provided in the Articles of Incorporation, each share
of the Common Stock shall have identical powers, preferences and rights,
including rights in liquidation.
4. Issuance of the Common Stock. The Board of Directors of the Corporation
may from time to time authorize by resolution the issuance of any or all of the
authorized but unissued shares of the Common Stock for such purposes, in such
amounts, to such persons, corporations or entities, for such consideration, all
as the Board of Directors at its discretion may determine and without any vote
or other action by the stockholders, except as otherwise required by law. The
Board of Directors may issue shares of the Common Stock in the form of a
distribution or distributions pursuant to a stock dividend or split-up of the
shares of the Common Stock only to the then holders of the outstanding shares of
the Common Stock.
C. Powers and Rights of Preferred Stock.
1. Shares of Preferred Stock may be issued in one or more series at such
time or times and for such consideration as the Board of Directors may
determine. Each such series shall be given a distinguishing designation. All
shares of any one series shall have preferences, limitations and relative rights
identical with those of other shares of the same series and, except to the
extent otherwise provided in the description of such series, with those of other
shares of Preferred Stock.
2. Authority is hereby expressly granted to the Board of Directors to fix
from time to time, by resolution or resolutions providing for the establishment
and/or issuance of any series of Preferred Stock, the designation of such series
and the preferences, limitations and relative rights of the shares of such
series, including the following:
a. The distinctive designation and number of shares comprising such
series, which number may (except as otherwise provided by the Board of
Directors in creating such series) be increased or decreased (but not below
the number of shares then outstanding) from time to time by action of the
Board of Directors;
b. The voting rights, if any, which shares of that series shall have,
which may be special, conditional, limited or otherwise;
c. The rate of dividends, if any, on the shares of that series,
whether dividends shall be non-cumulative, cumulative to the extent earned,
partially cumulative or cumulative (and, if cumulative, from which date or
dates), whether dividends shall be payable in cash, property or rights, or
in shares of the Corporation's capital stock, and the relative rights of
priority, if any, of payment of dividends on shares of that series over
shares of any other series or over the Common Stock;
d. Whether the shares of that series shall be redeemable and, if so,
the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable, the event or events upon or
after which they shall be redeemable, whether they shall be redeemable at
the option of the Corporation, the stockholder or another person, the
amount per share payable in case of redemption (which amount may vary under
different conditions and at different redemption dates), whether such
amount shall be a designated amount or an amount determined in accordance
with a designated formula or by reference to extrinsic data or events and
whether such amount shall be paid in cash, indebtedness, securities or
other property or rights, including securities of any other corporation;
e. Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series and, if so, the terms of and amounts
payable into such sinking fund;
f. The rights to which the holders of the shares of that series shall
be entitled in the event of voluntary or involuntary dissolution or
liquidation of the Corporation, and the relative rights of priority, if
any, of payment of shares of that series over shares of any other series or
over the Common Stock in any such event;
g. Whether the shares of that series shall be convertible into or
exchangeable for cash, shares of stock of any other class or any other
series, indebtedness, or other property or rights, including securities of
another corporation, and, if so, the terms and conditions of such
conversion or exchange, including the rate or rates of conversion or
exchange, and whether such rate shall be a designated amount or an amount
determined in accordance with a designated formula or by reference to
extrinsic data or events, the date or dates upon or after which they shall
be convertible or exchangeable, the duration for which they shall be
convertible or exchangeable, the event or events upon or after which they
shall be convertible or exchangeable, and whether they shall be convertible
or exchangeable at the option of the Corporation, the stockholder or
another person, and the method (if any) of adjusting the rate of conversion
or exchange in the event of a stock split, stock dividend, combination of
shares or similar event;
h. Whether the issuance of any additional shares of such series, or of
any shares of any other series, shall be subject to restrictions as to
issuance, or as to the powers, preferences or rights of any such other
series; and
i. Any other preferences, privileges and powers and relative,
participating, optional or other special rights and qualifications,
limitations or restrictions of such series, as the Board of Directors may
deem advisable and as shall not be inconsistent with the provisions of this
Article and to the full extent now or hereafter permitted by the laws of
the State of Nevada.
Fifth. The number of directors shall be fixed by, or in the manner provided
in, the By-Laws.
Sixth. The Corporation shall have perpetual existence.
Seventh. The stockholders, officers or directors of the Corporation shall
not be personally liable for the payment of the Corporation's debts except as
they may be liable by reason of their own conduct or acts.
Eighth. The Board of Directors is expressly authorized and empowered to
make, alter and repeal the By-Laws of the Corporation, subject to the power of
the stockholders of the Corporation, to alter or repeal any By-Laws of the
Corporation.
Ninth. The Corporation reserves the right at any time and from time to time
to amend, alter, change or repeal any provision contained in the Articles of
Incorporation and add or insert any other provision authorized by the laws of
the State of Nevada in the manner now or hereafter prescribed by law. All
rights, preferences or privileges of whatever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to these
Articles of Incorporation in its present form or as hereafter amended are
granted subject to the rights now reserved in this Article.
Tenth. No director or officer shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty, provided that
this Section shall not eliminate or limit the liability of a
director or officer for (i) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law or (ii) the payment of
distributions in violation of Section 78.300 of the Nevada Revised Statutes.
Eleventh. Meetings of stockholders may be held within or without the State
of Nevada, as the By-Laws of the Corporation may provide. The books of the
Corporation may be kept outside the State of Nevada at such place or places as
may be designated from time to time by the Board of Directors or in the By-Laws
of the Corporation, except as otherwise required by the Nevada Revised Statutes.
Election of directors need not be by written ballot unless the By-Laws of the
Corporation so provide.
Twelfth. The Corporation expressly elects not to be governed by Sections
78.411-78.444, inclusive, of the Nevada Revised Statutes, as the same may be
amended or supplemented from time to time.
Thirteenth. The Corporation shall, to the fullest extent permitted by
Section 78.751 of the Nevada Revised Statutes, as the same may be amended or
supplemented from time to time, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said Section
78.751, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her 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, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.