EXHIBIT 4(d)
ARTICLES OF INCORPORATION
OF
COMMERCE GROVE FINANCIAL CORPORATION
The undersigned, desiring to form a corporation for profit
under Chapter 1701 of the Ohio Revised Code, does hereby certify:
FIRST: The name of the corporation shall be Commerce Grove
Financial Corporation.
SECOND: The place in Ohio where the principal office of the
corporation is to be located is the City of Troy, County of Miami.
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
Section 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH: The authorized shares of the corporation shall be
eight hundred fifty (850) common shares, each without par value. The directors
of the corporation may adopt an amendment to the Articles of Incorporation
determining, in whole or in part, the express terms, within the limits set forth
in Chapter 1701 of the Ohio Revised Code, of any class of shares before the
issuance of any shares of that class, or of one or more series within a class
before the issuance of any shares of that series.
FIFTH: (A) The board of directors of the corporation shall
have the power to cause the corporation from time to time and at any time to
purchase, hold, sell, transfer or otherwise deal with (i) shares of any class or
series issued by it, (ii) any security or other obligation of the corporation
which may confer upon the holder thereof the right to convert the same into
shares of any class or series authorized by the Articles of Incorporation of the
corporation, and (iii) any security or other obligation which may confer upon
the holder thereof the right to purchase shares of any class or series
authorized by the Articles of Incorporation of the corporation.
(B) The corporation shall have the right to repurchase, if and
when any shareholder desires to sell, or on the happening of any event is
required to sell, shares of any class or series issued by the corporation.
(C)The authority granted in this Article FIFTH shall not limit
the plenary authority of the directors to purchase, hold, sell, transfer or
otherwise deal with shares of any class or series, securities or other
obligations issued by the corporation or authorized by its articles.
SIXTH: Notwithstanding any provision of the Ohio Revised Code
requiring for any purpose the vote, consent, waiver or release of the holders of
shares of the corporation entitling them to exercise any proportion of the
voting power of the corporation or of any class or classes thereof, any action
pursuant to such provision, unless expressly otherwise provided by statute, may
be taken by the vote, consent, waiver or release of the holders of shares
entitling them to exercise not less than a majority of the voting power of the
corporation or of such class or classes; provided, however, that if the board of
directors of the corporation shall recommend against the approval of any of the
following matters, the affirmative vote of the holders of shares entitling them
to exercise not less than seventy-five percent (75%) of the voting power of any
class or classes of shares of the corporation which entitle the holders thereof
to vote in respect of any such matter as a class shall be required to adopt:
(A) A proposed amendment to the Articles of Incorporation of
the corporation;
(B) A proposed amendment to the Code of Regulations of the
corporation;
(C) A proposal to change the number of directors by action of
the shareholders;
(D) An agreement of merger or consolidation providing for the
proposed merger or consolidation of the corporation with or into one or more
other corporations;
(E) A proposed combination or majority share acquisition
involving the issuance of shares of the corporation and requiring shareholder
approval;
(F) A proposal to sell, exchange, transfer or otherwise
dispose of all, or substantially all, of the assets, with or without the
goodwill, of the corporation; or
(G) A proposed dissolution of the corporation.
IN WITNESS WHEREOF, the undersigned has caused these Articles
of Incorporation to be signed on the 18th day of July, 2001.
Peoples Savings Bank of Troy,
Incorporator
By /s/RONALD B. SCOTT
-----------------------------
Ronald B. Scott,
its President
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Commerce Grove Financial Corporation, a corporation organized
under the laws of the State of Ohio, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Commerce Grove
Financial Corporation, resolutions were duly adopted setting forth a proposed
amendment to the Articles Incorporation of said corporation, declaring said
amendment to be advisable and directing that the amendment be considered at the
next meeting of the shareholders. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Articles of Incorporation of the Corporation
shall be amended by deleting Article First in its
entirety and substitution therefore the following new
Article First:
FIRST. The name of the corporation shall be Peoples Ohio Financial
Corporation.
SECOND: That thereafter a written action of the sole shareholder of
said corporation was executed, adopting the amendment.
THIRD: That said amendment was duly adopted in accordance with the laws
of the State of Ohio.
IN WITNESS WHEREOF, Commerce Grove Financial Corporation has caused
this certificate to be signed by Mark A. Douglas, its Treasurer, effective the
21st day of August, 2001.
By: /s/ Mark A. Douglas
--------------------------
Mark A. Douglas, Treasurer
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Peoples Ohio Financial Corporation (the "Corporation"), a corporation
organized under the laws of the State of Ohio, does hereby certify that pursuant
to a written action of the sole shareholder of the Corporation, the following
resolutions were duly adopted to amend the Articles of Incorporation of the
Corporation in accordance with the laws of the State of Ohio:
RESOLVED, that the Articles of Incorporation of the Corporation
be amended by deleting Article FOURTH in its entirety
and substituting therefor the following new Article
FOURTH:
FOURTH: The authorized shares of the corporation shall be
fifteen million (15,000,000), fourteen million (14,000,000)
of which shall be common shares, each without par value, and
one million (1,000,000) of which shall be preferred shares,
each without par value. The directors of the corporation may
adopt an amendment to the Articles of Incorporation
determining, in whole or in part, the express terms, within
the limits set forth in Chapter 1701 of the Ohio Revised
Code, of any class of shares before the issuance of any
shares of that class, or of one or more series within a class
before the issuance of any shares of that series.
FURTHER RESOLVED, that the Articles of Incorporation of the
Corporation be amended by adding thereto the following
Article SEVENTH:
SEVENTH: No shareholder of the corporation shall have the
right to vote cumulatively in the election of directors.
IN WITNESS WHEREOF, Peoples Ohio Financial Corporation has caused this
certificate to be signed by Mark A. Douglas, its Treasurer, effective the 21st
day of January, 2002.
By: /s/ Mark A. Douglas
-------------------------------
Mark A. Douglas, Treasurer
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