EXHIBIT 3.1
AMENDED ARTICLES OF INCORPORATION
OF
CSB BANCORP, INC.
The undersigned, under Sections 1701.01 et seq. of the Revised Code of
Ohio, do hereby certify:
FIRST: The name of said Corporation shall be:
CSB Bancorp, Inc.
SECOND: The place in the State of Ohio where its principal office is to be
located is Millersburg, in Holmes 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 Sections 1701.01 to 1701.98 inclusive of the Ohio Revised Code.
FOURTH: The authorized number of shares of the Corporation is three
hundred twenty thousand (320,000) all of which shall be with a par value of
Twelve Dollars and Fifty Cents ($12.50) each.
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 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 permitted under Sections 1701.01 et seq. of the Revised Code of Ohio.
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 Sections 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 SIXTH, 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: FAIR PRICE AND SUPER VOTE REQUIREMENT
A. Definitions as used in this Article Sixth.
(1) "Affiliate" or "associate" shall have the respective meanings
given to such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect on July 1, 1991.
(2) A person shall be a "beneficial owner" of any voting stock:
(i) which such person or any of its Affiliates or Associates
beneficially owns, directly or indirectly, or
(ii) which such person or any of its Affiliates or Associates
has by itself or with others (a) the right to acquire (whether such right is
exercisable immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or otherwise, or (b) the right to vote
pursuant to any agreement, arrangement or understanding; or
(iii) which is beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or Associates
has any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Voting Stock.
(3) "Business Combination" shall include:
(i) any merger or consolidation of the Corporation or any of
its subsidiaries with or into an Interested Shareholder, regardless of which
person is the surviving entity
(ii) any sale, lease, exchange, mortgage, pledge,
or other disposition (in one transaction or a series of transactions) from the
Corporation or any of its subsidiaries to an Interested Shareholder, or from an
Interested Shareholder to the Corporation or any of its subsidiaries, of assets
having an aggregate Fair Market Value of ten percent (10%) or more of the
Corporation's total stockholders' equity;
(iii) the issuance, sale or other transfer by the
Corporation or any subsidiary thereof of any securities of the Corporation or
any subsidiary thereof to an Interested Shareholder (other than an issuance or
transfer of securities which is effected on a pro rata basis to all shareholders
of the Corporation);
(iv) the acquisition by the Corporation or any of its
subsidiaries of any securities of an Interested Shareholder;
(v) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation proposed by or on behalf of an
Interested Shareholder;
(vi) any reclassification or recapitalization of securities
of the Corporation if the effect, directly or indirectly, of such transaction is
to increase the relative voting power of an Interested Shareholders; or
(vii) any agreement, contract or other arrangement
providing for or resulting in any of the transactions described in this
definition of Business Combination.
(4) "Continuing Director" shall mean any member of the Board of
Directors of the Corporation who is unaffiliated with the Interested Shareholder
was a member of the Board of Directors prior to the time that the Interested
Shareholder became an Interested Shareholder; any successor of a Continuing
Director who is unaffiliated with the Interested Shareholder and is approved to
succeed a Continuing Director by the Continuing Directors; any member of the
Board of Directors who is appointed to fill a vacancy on the Board of Directors
who is unaffiliated with the Interested Shareholder and is approved by the
Continuing Directors.
(5) "Fair market Value" shall mean:
(i) in the case of securities listed on a national securities
exchange or quoted in the National Association of Securities Dealers Automated
Quotations System (or any successor thereof), the highest sales price
or bid quotation, as the case may be, reported for securities of the same class
or series traded on a national securities exchange or in the over-the-counter
market during the 30-day period immediately prior to the date in question, or if
no such report or quotation is available, the fair market value as determined by
the Continuing Directors; and
(ii) in the case of other securities and of other property
or consideration (other than cash), the Fair Market Value as determined by the
Continuing Directors; provided, however, in the event the power and authority of
the Continuing Directors ceases and terminates pursuant to Subdivision F of this
Article SIXTH as a result of there being less than five Continuing Directors at
any time, then (a) for purposes of clause (ii) of the definition of "Business
Combination," any sale, lease, exchange, mortgage, pledge, or other disposition
of assets from the Corporation or any of its subsidiaries to an Interested
Shareholder or from an Interested Shareholder to the Corporation or any of its
subsidiaries, regardless of the Fair Market Value thereof, shall constitute a
Business Combination, and (b) for purposes of paragraph 1 of Subdivision D of
this Article SIXTH, in determining the amount of consideration received or to be
received per share by the Independent Shareholders in a Business Combination,
there shall be excluded all consideration other than cash and the Fair Market
Value of securities listed on a national securities exchange or quoted in the
National Association of Securities Dealers Automated Quotations System (or any
successor thereof) for which there is a reported sales price or bid quotation,
as the case may be, during the 30-day period immediately prior to the date in
question.
(6) "Independent Shareholder" shall mean shareholders of
the Corporation other than the Interested Shareholder engaged in or proposing
the Business Combination.
(7) "Interested Shareholder" shall mean: (a) any person
(other than the Corporation of any of its subsidiaries), and (b) the Affiliates
and Associates of such person, who, or which together, are:
(i) the beneficial owner, directly or indirectly, of 10%
or more of the outstanding Voting Stock or were within the two-year period
immediately prior to the date in question the beneficial owner, directly or
indirectly, of 10% or more of the then outstanding Voting Stock; or
(ii) an assignee of or other person who has succeeded
to any shares of the Voting Stock which were at any time within the two-year
period immediately prior to the date in question beneficially owned by an
Interested Shareholder, if such assignment or succession shall have occurred in
the course of a transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933.
Notwithstanding the foregoing, no Trust Department, or designated
fiduciary or other trustee of such Trust Department of the Corporation or a
subsidiary of the Corporation, or other similar fiduciary capacity of the
Corporation with direct voting control of the outstanding Voting Stock shall be
included or considered as an Interested Shareholder. Further, no profit-sharing,
employee stock ownership, employee stock purchase and savings, employee pension,
or other employee benefit plan of the Corporation or any of its subsidiaries,
and no trustee of any such plan in its capacity as such trustee, shall be
included or considered as an interested Shareholder.
(8) A "Person" shall mean an individual, partnership, Trust,
corporation, or other entity and includes any two or more of the foregoing
acting in concert.
(9) "Voting Stock" shall mean all outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors of the Corporation.
B. Supermajority Vote to Effect Business Combination. No Business
Combination shall be effected or consummated unless:
(1) Authorized and approved by the Continuing Directors
and, if otherwise required by law to authorize or approve the transaction, the
approval or authorization of shareholders of the Corporation, by the affirmative
vote of the holders of such number of shares as is mandated by the Ohio Revised
Code; or
(2) Authorized and approved by the affirmative vote of
holders of not less than 80% of the outstanding Voting Stock voting together as
a single class.
The authorization and approval required by this Subdivision B is in
addition to any authorization and approval required by Subdivision C of this
Article SIXTH.
C. Fair Price Required to Effect Business Combination. No
Business Combination shall be effected or consummated unless:
(1) All the conditions and requirements set forth in Subdivision D
of this Article SIXTH have been satisfied; or
(2) Authorized and approved by the Continuing Directors; or
(3) Authorized and approved by the affirmative vote of holders
of not less than 66 2/3% of the outstanding Voting Stock held by all Independent
Shareholders voting together as a single class.
Any authorization and approval required by this Subdivision C is in
addition to any authorization and approval required by Subdivision B of this
Article SIXTH.
D. Conditions and Requirements to Fair Price. All the following
conditions and requirements must be satisfied in order for clause (1) of
Subdivision C of this Article SIXTH to be applicable.
(1) The cash and Fair Market Value of the property,
securities or other consideration to be received by the Independent Shareholders
in the Business Combination per share for each class or series of capital stock
of the Corporation must not be less than the sum of:
(i) the highest per share price (including brokerage
commissions, transfer taxes, soliciting dealer's fees and similar payments) paid
by the Interested Shareholder in acquiring any shares of such class or series,
respectively, and, in the case of Preferred Stock, if greater, the amount of the
per share redemption price; and
(ii) the amount, if any, by which interest on the per
share price, calculated at the Treasury Bill Rate from time to time in effect,
from the date the Interested Shareholder first became an Interested Shareholder
until the Business Combination has been consummated, exceeds the per share
amount of cash dividends received by the Independent Shareholders during such
period. The "Treasury Bill Rate" means for each calendar quarter, or part
thereof, the interest rate of the last auction in the preceding calendar of
91-day United States Treasury Bills expressed as a bond equivalent yield.
For purposes of this paragraph (1) per share amounts shall be
appropriately adjusted for any recapitalization, reclassification, stock
dividend, stock split, reserve split, or other similar transaction. Any Business
Combination which does not result in the Independent Shareholders receiving
consideration for or in respect of their shares of capital stock of the
Corporation shall not be treated as complying with the requirements of this
paragraph (1).
(2) The form of the consideration to be received by the
Independent Shareholders owning the Corporation's shares must be the same as was
previously paid by the Interested Shareholder(s) for shares of the same class or
series; provided, however, if the Interested Shareholder previously paid for
shares of such class or series with different forms of consideration, the form
of the consideration to be received by the Independent Shareholders owning
shares of such class or series must be in the form as was previously paid by the
Interested Shareholder in acquiring the largest number of shares of such class
or series previously acquired by the Interested Shareholder, provided, further,
in the event no shares of the same class or series had been previously acquired
by the Interested Shareholder, the form of consideration must be cash. The
provisions of this paragraph (2) are not intended to diminish the aggregate
amount of cash and Fair Market Value of any other consideration that any holder
of the Corporation's shares is otherwise entitled to receive upon the
liquidation or dissolution of the Corporation, under the terms of any contract
with the Corporation or an Interested Shareholder, or otherwise.
(3) From the date the Interested Shareholder first became
an Interested Shareholder until the Business Combination has been consummated,
the following requirements must be complied with unless the Continuing Directors
otherwise approve:
(i) the Interested Shareholder has not received, directly or
indirectly, the benefit (except proportionately as a shareholder) of any loan,
advance, guaranty, pledge, or other financial assistance, tax credit or
deduction, or other benefit from the Corporation or any of its subsidiaries;
(ii) there shall have been no failure to declare and pay in
full, when and as due or scheduled, any dividends required to be paid or any
class or series of the Corporation's shares;
(iii) there shall have been (a) no reduction in the annual rate of
dividends paid on Common Shares of the Corporation (except as necessary to
reflect any split of such shares), and (b) an increase in the annual rate of
dividends as necessary to reflect reclassification (including a reverse split),
recapitalization or any similar transaction which has the effect of reducing the
number of outstanding Common Shares; and
(iv) there shall have been no amendment or other modification to
any profit-sharing, employee stock ownership; employee stock purchase and
savings, employee pension or other employee benefit plan of the Corporation or
any of its subsidiaries, the effect of which is to change in any manner the
provisions governing the voting of any shares of capital stock of the
Corporation in or covered by such plan.
(4) A proxy or information statement describing the Business Combination
and complying with the requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations under it (or any subsequent provisions
replacing that Act and the rules and regulations under it) has been mailed at
least 30 days prior to the completion of the Business Combination to the holders
of all outstanding Voting Stock. If deemed advisable by the Continuing
Directors, the proxy or information statement shall contain a recommendation by
the Continuing Directors as to the advisability (or inadvisability) of the
Business Combination and/or an opinion by an investment
banking firm, selected by the Continuing Directors and retained at the expense
of the Corporation, as to the fairness (or unfairness) of the Business
Combination to the Independent Shareholders.
E. Other Applicable Voting Requirement. The affirmative votes or
approvals required to be received from shareholders of the Corporation under
Subdivisions B, C and H of this Article SIXTH are in addition to the vote of the
holders of any class of shares of capital stock of the Corporation otherwise
required by law, or by other provisions of these Articles of Incorporation, or
by the express terms of the shares of such class. The affirmative votes or
approvals required to be received from shareholders of the Corporation under
Subdivisions B, C and H of this Article SIXTH shall apply even though no vote or
a lesser percentage vote, may be required by law, or by other provisions of
these Articles of Incorporation, or otherwise. Any authorization, approval or
other action of the Continuing Directors under this Article SIXTH is in addition
to any required authorization, approval or other action of the Board of
Directors.
F. Continuing Directors. All actions required or permitted to be taken
by the Continuing Directors shall be taken with or without a meeting by the vote
or written consent of two-thirds of the Continuing Directors, regardless of
whether the Continuing Directors constitute a quorum of the members of the Board
of Directors then in office. In the event that the number of Continuing
Directors is at any time less than five, all power and authority of the
Continuing Directors under this Article SIXTH shall thereupon cease and
terminate, including, without limitation, the authority of the Continuing
Directors to authorize and approve a Business Combination under Subdivisions B
and C of this Article SIXTH and to approve a successor Continuing Director.
Two-thirds of the Continuing Directors shall have the power and duty, consistent
with their fiduciary obligations, to determine for the purpose of this Article
SIXTH, on the basis of information known to them:
(1) Whether any person is an Interested Shareholder;
(2) Whether any person is an Affiliate or Associate of another;
(3) Whether any person has an agreement, arrangement, or
understanding with another or is acting in concert with another; and
(4) The Fair Market Value of property, securities or other other
consideration (other than cash).
The good faith determination of the Continuing Directors on such matters
shall be binding and conclusive for purposes of this Article SIXTH.
G. Effect on Fiduciary Obligations of Interested Shareholders. Nothing
contained in this Article SIXTH shall be construed to relieve any Interested
Shareholder from any fiduciary obligations imposed by law.
H. Repeal. Notwithstanding any other provisions of these Articles of
Incorporation (and notwithstanding the fact that a lesser percentage vote may be
required by law or other provision of these Articles of Incorporation), the
provisions of this Article SIXTH may not be repealed, amended, supplemented or
otherwise modified, unless:
(1) The Continuing Directors (for, if there is no Interested
Shareholder, a majority vote of the whole Board of Directors of the Corporation)
recommend such repeal, amendment, supplement or modification and such repeal,
amendment or modification is approved by the affirmative vote of the holders of
not less than 66 2/3% of the outstanding Voting Stock or
(2) Such repeal, amendment, supplement or modification is
approved by the affirmative vote of holders of (a) not less than 80% of the
outstanding Voting Stock voting together as a single class, and (b) not less
than 66 2/3% of the outstanding Voting Stock held by all shareholders other than
Interested Shareholders voting together as a single class.
I. Further Considerations to Effect Business Combination. No Business
Combination shall be effected or consummated unless, in addition to the
consideration set forth in Subdivisions B, C, D and E of this Article SIXTH, the
Board of Directors of the Corporation, including the Continuing Directors shall
consider all of the following factors and any other factors which it (they) deem
relevant:
(1) 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;
(2) The business and financial conditions and earnings prospects
of the Interested Shareholder, including, but not limited to, debt service and
other existing or likely financial obligations of the Interested Shareholder,
including, but not limited to, debt service and other existing or likely
financial obligations of the Interested Shareholder, and the possible effect on
other elements of the communities in which the Corporation and its subsidiaries
operate or are located, and
(3) The competence, experience and integrity of the Interested
Shareholder and his (its) or their management.
SEVENTH: Shareholders of the Corporation shall not have any preemptive
rights to purchase shares when issued by the Corporation.
EIGHTH: The Corporation shall 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. Additionally, and subject to
the limitations set forth below, the Corporation shall indemnify its present and
past Directors for personal liability for monetary damages resulting from breach
of their fiduciary duty as Directors. Notwithstanding the above, no
indemnification for personal liability shall be provided for: (i) any breach of
the Directors' duty of loyalty to the Corporation or its stockholder; (ii) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) illegal distribution of dividends; and (iv) any
transaction from which the Director derived an improper personal benefit.
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
CSB BANCORP, INC.
RESOLVED, THAT Article Fourth of the Amended Articles of Incorporation of
CSB Bancorp, Inc. be amended to read as follows:
FOURTH: The authorized number of shares of the Corporation is one
million (1,000,000) all of which shall be with a par value of Six
Dollars and Twenty-Five Cents($6.25) each. Each share issued and
outstanding at the time of adoption of this amendment to Article
Fourth shall be split on a two-for-one basis.
Filed for approval and recorded on Roll 4250 at Frame 0563 on October 11, 1994.
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
CSB BANCORP, INC.
RESOLVED, THAT Article Fourth of the Amended Articles of Incorporation of
CSB Bancorp, Inc. be amended to read as follows:
FOURTH: The authorized number of shares of the Corporation is three
million (3,000,000) all of which shall be with a par value of Six
Dollars and Twenty-Five Cents($6.25) each.
Filed for approval and recorded on October 4, 1996.
CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
CSB BANCORP, INC.
RESOLVED, THAT Article Fourth of the Amended Articles of Incorporation of
CSB Bancorp, Inc. be amended to read as follows:
FOURTH: The authorized number of shares of the Corporation is nine
million (9,000,000) all of which shall be with a par value of Six
Dollars and Twenty-Five Cents($6.25) each.
Filed for approval and recorded on Roll 6245 at Frame 0908 on April 9, 1998.