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Exhibit 3.a - Articles of Incorporation
ARTICLE OF INCORPORATION
OF
SECURITY BANC CORPORATION
The undersigned incorporators, acting as the incorporators of Security
Banc Corporation under the Ohio General Corporation Laws (ORC 1701.01-.99),
hereby adopt the following Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation is Security Banc Corporation.
ARTICLE II
The place in the State of Ohio where the principal office of the
corporation is to be located is in the City of Springfield, County of Clark.
ARTICLE III
The purpose for which the corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under the Ohio
General Corporation Laws (ORC Sections 1701.01 et seq.), and to carry on the
business of a holding company under all applicable laws.
ARTICLE IV
The aggregate number of common shares which the corporation shall have
the authority to issue is eleven million (11,000,000) shares each of Three
Dollars and One-Eighth Cents ($3.125) par value.
The corporation, through its Board of Directors, shall have the power
to purchase, hold, sell, and transfer the shares of its own capital stock
provided that it does not use its funds or property for the purchase of its own
shares of capital stock when such use will cause any
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impairment of its capital, except when otherwise permitted by law, and provided
further that shares of its own capital stock belonging to it are not voted upon
directly or indirectly.
ARTICLE V
The amount of stated capital with which the corporation will commence
business is at least Five Hundred Dollars ($500.00).
ARTICLE VI
The Board of Directors of the corporation is hereby authorized to
determine whether any and, if any, what parts of its surplus, however created or
arising, shall be used or disposed of or declared in dividends or paid to
shareholders, and without action by the shareholders, to use and apply such
surplus or any part thereof at any time or from time to time in the purchase or
acquisition of shares of any class, voting trust certificates for shares, bonds,
debentures, notes, script, warrants, obligations, evidences of indebtedness of
the corporation or other securities of the corporation, to such extent or amount
and in such manner and upon such terms as the Board of Directors of the
corporation shall deem expedient to the extent not prohibited by law.
ARTICLE VII
The name and address of the incorporator of Security Banc Corporation
is:
James M. Gorman
Gorman, Veskauf & Henson
Attorneys-at-Law
First National Bank Building
Springfield, OH 45501
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ARTICLE VIII
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 the 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.
ARTICLE IX
The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an Executive Committee
which committee shall have and may exercise, to the extent provided by law, all
of the authority of the Board of Directors in the management of the corporation.
ARTICLE X
Each shareholder shall be entitled to one vote for each share of stock
standing in his name on the books of the corporation. The right of every
shareholder to vote cumulatively in the election of Directors is hereby
eliminated.
ARTICLE XI
Any merger, consolidation or acquisition of this corporation by another
corporation without this corporation's Board of Directors' approval, shall
require the affirmative approval of the holders of 80 percent of the issued and
outstanding common shares of stock of the corporation and 80 percent of the
issued and outstanding preferred shares or other class of shares, regardless of
limitations or restrictions on the voting power thereof, entitled to vote at a
meeting duly called for such purpose.
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IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of
December, 1984.
/s/ James M. Gorman
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James M. Gorman, Incorporator
I, being a Notary Public of the County of Clark, City of Springfield,
State of Ohio, whose commission expires March 20, 1996, do hereby attest and
affirm that the above-named persons have appeared before me and have signed
above in my presence.
/s/ Norman Filburn
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(Signature of Notary Public)
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ORIGINAL APPOINTMENT OF AGENT
The undersigned, being the sole incorporator of Security Banc
Corporation, hereby appoints Harry O. Egger (a natural person resident in the
County of Clark, State of Ohio), upon whom any process, notice or demand
required or permitted by statute to be served upon the corporation may be
served. His complete address is 40 South Limestone Street, Springfield, Clark
County, Ohio 45501.
/s/ James M. Gorman
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James M. Gorman, Incorporator
Security Banc Corporation ---------------------------------------
(Name of Corporation) Springfield, Ohio
December 11, 1984
Gentlemen: I hereby accept appointment as agent of your corporation
upon whom process, notices or demand may be served.
/s/ Harry O. Egger
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(Signature of Agent)