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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
PEOPLES 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 Peoples Financial
Corporation.
SECOND: The place in Ohio where the principal office of the
corporation is to be located is 211 Lincoln Way East, City of Massillon, County
of Stark, State of Ohio, 44646.
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 and Fifty (850) common shares, each without par value. The
directors of the corporation may adopt an amendment to the Articles of
Incorporation of the corporation in respect of any unissued or treasury shares
of any class and thereby fix or change: the division of such shares into series
and the designation and authorized number of each series; the dividend rate; the
dates of payment of dividends and the dates from which they are cumulative; the
liquidation price; the redemption rights and price; the sinking fund
requirements; the conversion rights; and the restrictions on the issuance of
shares of any class or 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 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 the Articles of
Incorporation of the corporation.
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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, such action,
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 of 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.
SEVENTH: Until the expiration of five years from the date of
the acquisition by the corporation of the capital stock of Peoples Federal
Savings and Loan Association of Massillon ("Peoples Federal") to be issued in
connection with the conversion of Peoples Federal from mutual to stock form, no
Person (hereinafter defined) shall directly or indirectly Offer (hereinafter
defined) to Acquire (hereinafter defined) or Acquire the Beneficial Ownership
(hereinafter defined) of more than 10% of any class of any equity security of
the corporation; provided, however, that such prohibition shall not apply to the
purchase of shares by underwriters in connection with a public offering or the
power of trustees to vote shares of the corporation held by an employee stock
ownership plan for the benefit of employees of Peoples Federal or the
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corporation. In the event that any shares of the corporation are Acquired in
violation of this Article Seventh, all shares Beneficially Owned by any person
in excess of 10% of any class of equity security of the corporation shall not be
counted as shares entitled to vote, shall not be voted by any Person and shall
not be counted as voting shares in connection with any matter submitted to the
shareholders for a vote. For purposes of this Article Seventh, the following
terms shall have the meanings set forth below:
(A) "Person" includes an individual, a group
acting in concert, a corporation, a
partnership, 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 or disposing of
the equity securities of the corporation,
but does not include an employee stock
ownership plan for the benefit of
employees of Peoples Federal or the
corporation.
(B) "Offer" includes every offer to buy or
otherwise acquire, solicitations of an
offer to sell, tender offer for, or
request or invitation for tenders of, a
security or interest in a security for
value.
(C) "Acquire" includes every type of
acquisition, whether effected by
purchase, exchange, operation of law or
otherwise.
(D) "Acting in concert" means (i)
participation in a joint activity or
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.
(E) "Beneficial Ownership" shall include,
without limitation, (i) all shares
directly or indirectly owned by a Person,
by an Affiliate (hereinafter defined) of
such Person or by an Associate
(hereinafter defined) of such Person or
such Affiliate, (ii) all shares which
such Person, Affiliate or Associate has
the right to acquire through the exercise
of any option, warrant or right (whether
or not currently exercisable), through
the conversion of a security, pursuant to
the power to revoke a trust,
discretionary account or
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similar arrangement, or pursuant to the
automatic termination of a trust,
discretionary account or similar
arrangement, and (iii) all shares as to
which such Person, Affiliate or Associate
directly or indirectly through any
contract, arrangement, understanding,
relationship or otherwise (including,
without limitation, any written or
unwritten agreement to act in concert)
has or shares voting power (which
includes the power to vote or to direct
the voting of such shares) or investment
power (which includes the power to
dispose or to direct the disposition of
such shares) or both.
(F) "Affiliate" shall mean a Person that
directly or indirectly, through one or
more intermediaries, controls or is
controlled by, or is under common control
with, another Person.
(G) "Associate" of a Person shall mean (i)
any corporation or organization (other
than the corporation or a subsidiary of
the corporation) of which the Person is
an officer or partner or is, directly or
indirectly, the beneficial owner of ten
percent or more of any class of equity
securities, (ii) any trust or other
estate in which the Person has a
substantial beneficial interest or as to
which the Person serves as trustee or in
a similar fiduciary capacity, except a
tax-qualified employee stock benefit plan
in which the Person has a substantial
beneficial interest or serves as a
trustee or in a similar fiduciary
capacity or a tax-qualified employee
stock benefit plan, and (iii) any
relative or spouse of the Person, or any
relative of such spouse, who has the same
home as the Person or is a director or
officer of the corporation or any of its
parents or subsidiaries.
EIGHTH: No shareholder of the corporation shall have, as a
matter of right, the pre-emptive right to purchase or subscribe for shares of
any class, now or hereafter authorized, or to purchase or subscribe for
securities or other obligations convertible into or exchangeable for such shares
or which by warrants or otherwise entitle the holders thereof to subscribe for
or purchase any such shares.
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IN WITNESS WHEREOF, I have hereunto signed my name this sixth day of
November, 1995.
/s/ Vincent G. Matecheck
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Vincent G. Matecheck, Incorporator
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CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
PEOPLES FINANCIAL CORPORATION
Paul von Gunten, President, and Vincent G. Matecheck, Secretary, of
Peoples Financial Corporation (the "Corporation"), do hereby certify that the
following resolutions were duly adopted in a writing signed by the sole
shareholder of the Corporation, effective May 6, 1996, in accordance with Ohio
Revised Code Section 1701.54:
RESOLVED, that the Articles of Incorporation of Peoples Financial
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
seven million (7,000,000), six million 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 in respect of any
unissued or treasury shares of any class and thereby fix or
change: the division of such shares into series and the
designation and authorized number of each series; the dividend
rate; the dates of payment of dividends and the dates from
which they are cumulative; the liquidation price; the
redemption rights and price; the sinking fund requirements;
the conversion rights; and the restrictions on the issuance of
shares of any class or series.
FURTHER RESOLVED, that the Articles of Incorporation of Peoples
Financial Corporation be amended by adding thereto the following
Article NINTH:
NINTH: No shareholder of the corporation shall have the
right to vote cumulatively in the election of directors.
IN WITNESS WHEREOF, the undersigned have hereunto set heir hands this
6th day of May, 1996.
/s/ Paul von Gunten
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Paul von Gunten
President
/s/ Vincent G. Matecheck
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Vincent G. Matecheck
Secretary