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Exhibit 3(i)
ARTICLES OF INCORPORATION
OF
FIRST CITIZENS BANC CORP.
* * * * *
THE UNDERSIGNED, desiring to form a corporation for profit, under
Sections 1701.01 et seq. of the Revised Code of Ohio, do hereby certify:
FIRST: The name of said corporation shall be:
FIRST CITIZENS BANC CORP.
SECOND: The place in the State of Ohio where its principal office is to
be located is Sandusky, in Erie County.
THIRD: The purposes for which it is formed are:
To engage in any lawful act or activity for which corporations may be
formed under Section 1701.01 to 1701.98 inclusive of the Ohio Revised Code.
FOURTH: The authorized number of shares of the Corporation is Ten
Million (10,000,000) all of which shall be without par value. (Amended April 16,
1996)
FIFTH: The following provisions are hereby agreed to for the purpose of
defining, limiting and regulating the exercise of the authority of the
Corporation, or of the directors, or of all of the shareholders:
The Board of Directors is expressly authorized to set apart out of any
of the funds of the Corporation available for dividends a reserve or reserves
for any proper purpose or to abolish any such
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reserve in the manner in which it was created, and to purchase on behalf of the
Corporation any shares issued by it to the extent of the surplus of the
aggregate of its assets over the aggregate of its liabilities plus stated
capital.
The Corporation may in its regulations confer powers upon its board of
directors in addition to the powers and authorities conferred upon it expressly
by Section 1701.01 et seq. of the Revised Code of Ohio.
Any meeting of the shareholders or the board of directors may be held at
any place within or without the State of Ohio in the manner provided for in the
regulations of the Corporation.
Subject to Article SEVENTH, any amendments to the Articles of
Incorporation may be made from time to time, and any proposal or proposition
requiring the action of shareholders may be authorized from time to time by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power of the Corporation.
SIXTH: Evaluation of Business Combinations.
In connection with the exercise of its judgment in determining what is
in the best interest of the Corporation and its shareholders when evaluating a
Business Combination or a proposal by another Person or Persons to
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make a Business Combination or a tender exchange offer or a proposal by another
Person or Persons to make a tender or exchange offer, the Board of Directors of
the Corporation shall, in addition to considering the adequacy of the amount to
be paid in connection with any such transaction, consider all of the following
factors and any other factors which it deems relevant: (i) the social and
economic effects of the transaction on the Corporation and its subsidiaries,
employees, depositors, loan and other customers, creditors and other elements of
the communities in which the Corporation and its subsidiaries operate or are
located; (ii) the business and financial conditions and earnings prospects of
the acquiring Person or Persons, including, but not limited to, debt service and
other existing or likely financial obligations of the acquiring Person or
Persons, and the possible effect of such conditions upon the Corporation and its
subsidiaries and the other elements of the communities in which the Corporation
and its subsidiaries operate or are located, and (iii) the competence,
experience, and integrity of the acquiring Person or Persons and its or their
management.
Therefore, the affirmative vote of the holders of not less than eighty
percent (80%) of the Voting Stock shall be required for the approval or
authorization of any Business Combination with a Related Person, or any Business
Combination in which a Related Person has an interest (except proportionately as
a shareholder); provided, however, that the eighty percent (80%) voting
requirement
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shall NOT BE APPLICABLE if (i) the Continuing Directors, who at the time
constitute at least a majority of the entire Board of Directors of the
Corporation, have expressly approved the Business Combination by at least
two-thirds (2/3) bote of such Continuing Directors, or (ii) all of the following
conditions are satisfied:
(A) The Business Combination is a merger or consolidation and
cash or fair market value of property, securities or other
consideration to be received per share by holders of Common stock of
the Corporation (other than such Related Person) in the Business
Combination is at least equal in value to such Related Person's Highest
Purchase Price;
(B) After such Related Person has become the Beneficial Owner
of not less than ten percent (10%) of the Voting Stock of the
Corporation and prior to the consummation of such Business Combination,
such Related Person shall not have become the Beneficial Owner of any
additional shares of Voting Stock or securities convertible into Voting
Stock, except (i) as a part of the transaction which resulted in such
Related Person becoming the Beneficial Owner of not less then ten
percent (10%) of the Voting Stock or (ii) as a result of a pro rate
stock dividend or stock split; and
(C) Prior to the consummation of such Business Combination,
such Related Person shall not have, directly or
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indirectly, (i) received the benefit (except proportionately as
shareholder) of any loan, advances, guarantees, pledges, or other
financial assistance or tax credits provided by the Corporation or any
of its subsidiaries, or (ii) caused any material change in the
Corporation's business or equity capital structure, including the
issuance of shares of capital stock of the Corporation to any third
party.
FOR THE PURPOSES OF THIS ARTICLE
(i) The term "Business Combination" shall mean (a) any merger or
consolidation involving the Corporation or a subsidiary of the Corporation, (b)
any sale, lease, exchange, transfer or other disposition (in one transaction or
a series of transactions), including without limitation a mortgage or any other
security device, of all or any Substantial Part of the assets either of the
Corporation or of a subsidiary of a Corporation, (c) any sale, lease, exchange,
transfer or other disposition of all or any Substantial Part of the assets of an
entity to the Corporation or a subsidiary of the Corporation, (d) the issuance,
sale, exchange, transfer or other disposition by the Corporation or a subsidiary
of the Corporation of any Corporation, (e) any recapitalization or
reclassification of the Corporation's securities (including, without limitation,
any reverse stock split) or other transaction that would have the effect of
increasing the voting power of a
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Related Person, (f) any liquidation, spin-off, split-up, or dissolution of the
Corporation, and (g) any agreement, contract or other arrangement providing for
any of the transactions described in this definition of Business Transaction.
(ii) The term "Related Person" shall (a) mean and include any
individual, corporation, partnership, group, association or other person or
entity which, together with its Affiliates and the Associates, is the Beneficial
Owner of not less then ten percent (10%) of the voting stock of the corporation
(1) at the time the definitive agreement providing for the Business Combination
(including any amendment thereof) was entered into, (2) at the time a resolution
approving the Business Combination was adopted by the Board of Directors of the
Corporation, or (3) as of the record date for the determination of Shareholders
entitled to notice of and to vote on, or consent to, the Business Combination,
and (b) shall mean and include any Affiliate or Associate of any such
individual, corporation, partnership, group, association or other person or
entity; provided, however, and notwithstanding anything in the foregoing to the
contrary, the term "Related Person" shall not include the Corporation, a wholly
owned subsidiary of the Corporation, or any trustee of, or fiduciary with
respect to, any such plan when acting in such capacity.
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(iii) The term "Beneficial Owner" shall be defined by reference to Rule
13d-3 under the Securities Exchange Act of 1934, as in effect on March 1, 1984;
provided, however, and without limitation, any individual, corporation,
partnership, group, association or other person or entity which has the right to
acquire any Voting Stock at any time in the future, whether such right is
contingent or absolute, pursuant to any agreement, arrangement or understanding
upon exercise of the rights, warrants or options, or otherwise, shall be
beneficial owner of such Voting Stock.
(iv) The term "Highest Purchase Price" shall mean the highest amount of
consideration paid by such Related Person for a share of Common Stock of the
Corporation within two (2) years prior to the date such Related Person became
the Beneficial Owner of not less than ten percent (10%) of the Voting Stock; and
if such stock is not listed on any principal exchange, the highest closing bid
quotation with respect to a share of stock during the thirty (3) day period
preceding the date in question -- or if no quotations are available, the fair
market value on the date in question of a share of such stock as determined by
the Board in good faith.
(v) The term "Voting Stock" shall mean all outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors, considered for the purpose of this
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Article as one class; provided however, that if the Corporation has shares of
Voting Stock entitled to more or less than one vote for any such share, each
reference to a proportion of shares of Voting Stock shall be deemed to refer to
such proportion of the votes entitled to be cast by such shares.
(vi) The term "Continuing Director" shall mean a director who either
was a member of the Board of Directors of the Corporation prior to the time such
Related Person became a Related Person or who subsequently became a director of
the Corporation and whose election, or nomination for election by the
Corporation's stockholder, was approved by a vote of at least three-quarters
(3/4) of the Continuing Directors then of the Board.
SEVENTH: No amendment of these Articles shall be effective to amend,
alter, repeal or change the effect of any of the provisions of Article SIXTH
unless such amendment shall receive the affirmative vote of the holders of at
least eighty percent (80%) of the outstanding common shares of the Corporation
entitled to vote thereon provided, however, that such voting requirement shall
not be applicable to the approval of such an amendment if such amendment shall
have been proposed and authorized by action of the Board of Directors of the
Corporation by the affirmative vote of at least a two-thirds (2/3) vote of the
Continuing Directors.
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EIGHTH: The Corporation shall have the power to indemnify its present
and past directors, officers, employees and agents, and such other persons as it
shall have powers to indemnify, to the full extent permitted under, and subject
to the limitations of, Title 17 of the Ohio Revised Code.
The Corporation may, upon the affirmative vote of a majority of its
Board of Directors, purchase insurance for the purpose of indemnifying its
directors, officers, employees and agents to the extent that such
indemnification is allowed in the preceding paragraph.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of
February 1987.
/s/ Lowell W. Leech
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Lowell W. Leech, Incorporator
/s/ W. Patrick Murray
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W. Patrick Murray, Incorporator
/s/ George L. Mylander
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George L. Mylander, Incorporator
/s/ Richard O. Wagner
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Richard O. Wagner, Incorporator
/s/ Philip G. Whitney
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Philip G. Whitney, Incorporator
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I, being a Notary Public of the County of Erie, City of
Sandusky, State of Ohio, whose commission expires (no expiration date), do
hereby attest and affirm that the above-named persons have appeared before me
and have signed in my presence.
/s/ Dean S. Lucal
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(Signature of Notary Public)
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[THE SEAL OF THE SECRETARY OF STATE OF OHIO]
Prescribed by
BOB TAFT, Secretary of State ---------------------------
30 East Broad Street, 14th Floor Charter No. ________________
Columbus, Ohio 43266-0418 Approved ___________________
Form SH-AMD (January 1991) Date _______________________
Fee ________________________
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CERTIFICATE OF AMENDMENT
`BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF
First Citizens Banc Corp
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(Name of Corporation)
David A. Voight who is:
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[ ] Chairman of the Board [X]President [ ] Vice President (check one)
and
Donna J. Dalferro , who is: [X]Secretary [ ] Assistant Secretary (Check one
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of the above named Ohio corporation for profit do hereby certify that: (check
the appropriate box and complete the appropriate statements)
[X] a meeting, of the shareholders was duly called for the purpose of adopting
this amendment and held on April 16 , 1996 at which meeting a quorum of the
shareholders was present in person or by proxy, and by the affirmative vote
of the holders of shares entitling them to exercise a majority of the
voting power of the corporation.
[ ] in a writing signed by all of the shareholders who would be entitled to
notice of a meetingng here for that purpose, the following resolution to
amend the articles was adopted:
SEE "EXHIBIT A" ATTACHED HERETO.
IN WITNESS WHEREOF, the above named officers, acting for and on the behalf
of the corporation hereto subscribed their names this 22nd day of April, 1996.
By /s/ David A. Voight, President
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(Chairman, President, Vice president)
David A. Voight, President
By /s/ Donna J. Dalferro
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Secretary, Assistant Secretary)
Donna J. Dalferro, Secretary
NOTE: Ohio law does not permit one officer to sign in two capacities, Two
separare signatures are required, even if this necessitates the election of a
second officer before the filing can be made.
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EXHIBIT A
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BE IT RESOVED, that the Articles of Incorporation of First
Citizens Banc Corp, of Sandusky, Ohio, be, and the same are
hereby, amended so that the Fourth Article thereof shall
henceforth be and read as follows:
FOURTH: The authorized number of shares of the
Corporation is Ten Million (10,000,000)
all of which shall be without par value.
BE IT FURTHER RESOLVED, that the President and Secretary of
the Corporation are hereby authorized and directed to file with
the Secretary of State of Ohio a Certificate of the foregoing
Amendment.