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Exhibit 3(a)
ARTICLES OF INCORPORATION
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FOR
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BANCFIRST CORP.
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The undersigned, desiring to form a corporation for profit under Ohio
Revised Code Chapter 1701, certify that:
ARTICLE 1
1.1 The name of the corporation shall be BancFirst Corp.
ARTICLE 2
2.1 The principal office shall be 422 Main Street, Zanesville, Ohio 43701
and at such location as designated by the Board of Directors.
ARTICLE 3
3.1 The purpose for which the corporation is formed is to engage in
business as a "bank holding company" in accordance with, and to the extent
permitted by, the Bank Holding Company Act of 1956 (Pub. Law 511, 84th Cong. 2d
Sess., approved May 9th, 1956) as amended, and consistent therewith to engage in
any other lawful act or activity for which corporations may be formed under
Chapter 1701 of the Ohio Revised Code, to the extent that such act or activity
is not then prohibited by the Bank Holding Company Act of 1956, as amended.
The corporation may from time to time, pursuant to authorization by the Board of
Directors and without action by the shareholders, purchase, redeem or other
acquire and hold, retire, reissue or sell shares of the corporation of any class
or classes in such manner, upon such terms and in such amounts as the Board of
Directors shall determine; subject, however, to such limitation or restriction,
if any, as is contained in the express terms of any class of shares of the
corporation outstanding at the time of the purchase or acquisition in question.
ARTICLE 4
4.1 The maximum number of shares of capital shares which this corporation
is authorized to issue or to have outstanding at any time shall be Two Million
Five Hundred Thousand (2,500,000) shares all of which shall be common shares.
The shares will have par value of $10 per share. The Board of Directors of the
corporation is hereby empowered to issue from time to time shares of its capital
shares, whether now or hereafter authorized. No holders of any class of shares
of the corporation shall have any pre-emptive rights to purchase or to have
offered to them for purchase any shares or other securities of the corporation.
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ARTICLE 5
5.1 The amount of stated capital with which this corporation will begin
business shall be Five Hundred Dollars ($500).
ARTICLE 6
6.1 The Board of Directors (hereinafter sometimes referred to as the
"Board") shall consist of not less than nine nor more than fifteen shareholders,
the exact number of such minimum and maximum limits to be fixed and determined
from time to time by a vote of the shareholders owning a majority of the stock
of the Corporation.
The Directors shall be divided into three classes: Class I, Class II and
Class III, and each class shall be comprised of an equal number of members of
the Board of Directors. The term of office of the initial Class I Directors
shall expire at the annual meeting of the shareholders in 1992, the term of
office of the initial Class II Directors shall expire at the annual meeting of
shareholders in 1991, and the term of office of the initial Class III Directors
shall expire at the annual meeting of shareholders in 1990, or thereafter in
each case when their respective successors are elected and have qualified. At
each annual election held after classification of Directors, the Directors
chosen to succeed those whose term then expire shall be identified as being of
the same class as the Directors they succeed and shall be elected for a term
expiring at the third succeeding annual meeting or thereafter when their
respective successors in each case are elected and have qualified. If the
number of Directors is changed, any increase or decrease in Directors shall be
apportioned among the classes so as to maintain all classes as nearly equal in
number as possible, and any additional Director to any class shall hold office
for a term which shall coincide with the terms of such class.
ARTICLE 7
7.1 Each person who is or was a director, trustee, officer or employee of
the corporation shall be indemnified by the corporation to the full extent
permitted by the corporation laws of the State of Ohio, now or hereafter in
force, against any liability, cost or expense incurred by him in his capacity
as a director, trustee, officer or employee, or arising out of his status as a
director, trustee, officer or employee. The corporation may, but shall not be
obligated to, maintain insurance, at its expense, to protect itself and any such
person against any such liability cost or expense, The rights of indemnification
provided in this Article 7 shall be in addition to any rights to which any
person concerned may otherwise be entitled by the Regulations of the
corporation from time to time in effect, by contract or as a matter of law, and
shall inure to the benefit of the heirs, executors and administrators of any
such person.
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ARTICLE 8
1) A. In addition to any affirmative vote required by law:
(i) any merger or consolidation of the corporation or any subsidiary
(as hereinafter defined) with (a) any Related Person (as
hereinafter defined) or (b) any other corporation (whether or not
itself a Related Person) which is, or after such merger or
consolidation would be, an Affiliate (as hereinafter defined) of
a Related Person; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions)
to or with any Related Person or any Affiliate of any Related
Person of any assets of the corporation or any subsidiary having
an aggregate Fair Market Value (as hereinafter defined) equal to
10% or more of the consolidated net worth of the corporation; or
(iii) the issuance or transfer by the corporation or any
subsidiary (in one transaction or a series of transactions) of any
securities of the corporation or any subsidiary to any Related
Person or any affiliate of any Related Person in "change for cash,
securities or other property (or combination thereof) having an
aggregate Fair Market Value equal to 10% or more of the
consolidated net worth of the corporation; or
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the corporation; or
(v) any reclassification of securities (including any reverse
share split), or recapitalization of the corporation, or any
merger or consolidation of the corporation with any of its
subsidiaries or any other transaction (whether of not with or into
or otherwise involving a Related Person) which has the effect,
directly or indirectly, of increasing the proportionate share of
the outstanding shares of any class of Equity Security (as
hereinafter defined) of the corporation or any subsidiary which is
directly or indirectly owned by any Related Person or any
Affiliate of any Related Person, shall require the affirmative
vote of the holders of at least 75% of the voting power of the
then outstanding shares of capital shares of the corporation
entitled to vote generally in the election of directors. Such
affirmative vote shall be required notwithstanding the fact that
no vote may be required or that a lesser percentage may be
specified, by law or otherwise.
B. The term "Business Combination" used in this Article 8 shall
mean any transaction which is referred to in any one or more of clauses (i)
through (v) of paragraph A of this Section.
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2) Notwithstanding the requirements of the previous Section, no
Business Combination between the corporation (or any subsidiary) and a Related
Person or any Affiliate of a Related Person may be effected unless all of the
following conditions are met:
A. The aggregate amount of the cash and the Fair Market Value as
of the date of the consummation of the Business Combination of consideration
other than cash to be received per share by holders of any class of Equity
Security in such Business Combination shall be at least equal to the highest
per share price (including any brokerage commissions, transfer taxes and
soliciting dealer's fees) paid by the Related Person for any shares of the same
class of Equity Security previously acquired by it, plus interest on such amount
compounded annually from the date that the Related Person became a related
Person (the "Determination Date") through the date of consummation of the
Business Combination (the "Consummation Date") at the rate publicly announced
as the "Prime Rate" of interest (announced by such major bank as may be
selected by a majority of the Continuing Directors), from time to time in
effect, less the aggregate amount of any cash dividends paid and the Fair
Market Value of any dividends paid in other than cash on each share from the
Determination Date through the Consummation Date, up to, but not exceeding,
the amount of interest payable per share.
B. The consideration to be received by holders of a particular
class of Equity Security shall, except to the extent a shareholder agrees
otherwise, be in cash or in the same form as the Related Person has previously
paid for shares of such class of Equity Security. If the Related Person has paid
for shares of any class of Equity Security with varying forms of consideration,
the form of consideration for such class of Equity Security shall be either cash
or in the form used to acquire the largest number of shares of such class of
Equity Security previously acquired by it. The price determined in accordance
with paragraph A of this Section shall be subject to appropriate adjustment in
the event of any share dividend, share split, combination of shares or similar
event.
3) The provisions of Sections (1) and (2) of this Article 8 shall
not apply to a Business Combination if:
A. The Continuing Directors of the corporation by a two-thirds
vote (i) have expressly approved a memorandum of understanding with the Related
Person with respect to the Business Combination prior to the time that the
Related Person became a Related Person and the Business Combination is effected
on substantially the same terms and conditions as are provided by the
memorandum of understanding, or (ii) have otherwise approved the Business
Combination (this provision is incapable of satisfaction unless there is at
least one Continuing Director); or
B. The Business Combination is solely between the corporation and
another corporation, one hundred percent of the Voting Shares of which is owned
directly or indirectly by the corporation.
In the event the Continuing Directors shall approve a Business
Combination as set forth in paragraph A above, or the Business Combination is
solely between the corporation and
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another corporation described in paragraph B above, such Business Combination
shall require only such shareholder vote, if any, as is required by law.
4) For the purpose of this Article 8:
A. "Person" shall mean any individual, firm, corporation or other entity.
B. "Related Person" shall mean any Person who or which:
(i) is the beneficial owner, directly or indirectly, of 10% or more of
the voting power of the outstanding Voting Shares; or
(ii) is an Affiliate or Associate of the corporation and at any time
within the two-year period immediately prior to the date in question was
the beneficial owner, directly or indirectly, of 10% or more of the
voting power of the then outstanding Voting Shares; or
(iii) is an assignee of or has otherwise succeeded to any shares of
Voting Shares which were at any time within the two-year period
immediately prior to the date in question beneficially owned by any
Related Person, 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, as
amended.
Provided, however, that the term "Related Person" shall not include (i)
the corporation or any subsidiary, (ii) any one or any group of the
Continuing Directors, or (iii) any profit-sharing employee shares
ownership or other employee benefit plan of the corporation or any
subsidiary of the corporation or any trustee of or other fiduciary with
respect to any such plan when acting in that capacity.
C. A Person shall be a "beneficial owner" of any Voting Shares:
(i) which such Person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or
(ii) which such Person or any of its Affiliates or Associates has (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 upon the exercise of conversion rights, exchange rights,
warrants or options, 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,
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arrangement or understanding for the purposes of acquiring,
holding, voting of disposing of any shares of Voting Shares.
D. For the purpose of determining whether a Person is a Related
Person pursuant to paragraph B of this Section, the number of shares of Voting
Shares deemed to be outstanding shall include shares deemed owned through
application of paragraph C of this Section, but shall not include any other
shares of Voting Shares which may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.
E. "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on January 1, 1988.
F. "Subsidiary" means any corporation of which a majority of any
class of Equity Security is owned, directly or indirectly, by the corporation;
however, that for the purposes of the definition of Related Person set forth in
paragraph B of this section, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of Equity Security is owned,
directly or indirectly, by the corporation.
G. "Continuing Director" means any member of the Board of
Directors who is unaffiliated with the "Related Person" and was a member of the
Board of Directors prior to the time that the Related Person became a Related
Person, and any successor of a Continuing Director who is unaffiliated with the
Related Person and is recommended to succeed a Continuing Director by two-thirds
of the Continuing Directors then on the Board of Directors.
H. "Fair Market Value" means: (i) in the case of stock, the
highest closing sales price during the 30-day period immediately preceding the
date in question of a share of such stock on the Composite Tape for New York
Stock Exchange - Listed Stock, or, if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or, if such stock is not listed
on the Exchange, on the principal United States securities exchange registered
under the Securities Exchange Act of 1934 on which such stock is listed, or, if
such stock is not listed on any such exchange, the highest closing bid
quotation with respect to a share of such stock during the 30-day period
preceding the date in question on the National Association of Securities
Dealers, Inc., Automated Quotations systems or any system then in use, or if
no such quotations are available, the fair market value on the date in question
of a share of such stock as determined by a two-thirds vote of the Continuing
Directors; and (ii) in the case of property other than cash or stock, the fair
market value of such property on the date in question as determined by a
two-thirds vote of the Continuing Directors.
I. In the event of any Business Combination in which the
corporation survives, the phrase "consideration other than cash to be received"
as used in paragraph A of this Section shall include the shares of any class of
Equity Security retained by the holders of such shares.
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J. "Equity Security" shall have the meaning ascribed to such term
in Section 3(a)(11) of the Securities Exchange Act of 1934, as in effect on
January 1, 1988.
K. "Voting Shares' means shares of any Equity Security of a
corporation which are entitled to vote in the election of Directors of such
corporation.
L. The phrase "series of related transactions" shall be deemed to
include not only a series of transactions with the same Related Person but also
a series of separate transactions with a Related Person or any Affiliate or
Associate of such Related Person.
5) The Continuing Directors shall, by two-thirds vote, have the
power and duty to determine for the purposes of this Article 8 on the basis of
information known to them after reasonable inquiry, (A) whether a person is a
Related Person, (B) the number of shares of Voting Shares beneficially owned by
any Person, (C) whether a Person is an Affiliate or Associate of another, (D)
whether the assets which are the subject of any Business Combination have, or
the consideration to be received for the issuance or transfer of securities by
the corporation or any subsidiary in any Business Combination has, an aggregate
Fair Market Value equal to 10% or more of the consolidated net worth of the
corporation. The Continuing Directors shall, by two-thirds vote, have the
further power to interpret all other terms and provisions of this Article 8.
6) Nothing contained in this Article 8 shall be construed to
relieve any Related Person from any fiduciary obligation imposed by law.
ARTICLE 9
Notwithstanding any statutory provision now or hereafter in force
requiring for any purpose the vote, consent, waiver or release of the holders of
shares entitling them to exercise two-thirds, or any other proportion, of the
voting power of the corporation of any class or classes of shares thereof, such
action, unless otherwise expressly required by statute or by these Articles, may
be taken by the vote, consent, waiver or release of the holders of shares
entitling them to exercise a majority of the voting power of the corporation or
of such class or classes. Each of Articles 7, 8 and 9 of these Articles of
Incorporation may be amended at any regular or special meeting of the
shareholders only by the affirmative vote of the holders of at least 75% of the
voting power of the outstanding shares of this corporation.
ARTICLE 10
Any and every statute of the State of Ohio hereafter enacted,
whereby the rights, powers or privileges of corporations or of the shareholders
of corporations organized under the laws of the State of Ohio are increased or
diminished or in any way affected, or whereby effect is given to the action
taken by any number, less than all, of the shareholders of any such corporation,
shall apply to the corporation and shall be binding not only upon the
corporation, but upon every shareholder of the corporation to the same extent as
if such statute had been in force at the date of
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filing these Articles of Incorporation of the corporation in the office of the
Secretary of State of Ohio. The right to alter, amend, change or repeat any
clause or provision of these Articles of Incorporation, in the manner now or
hereafter prescribed by law, is hereby reserved to the corporation; and all
rights conferred on officers, Directors and shareholders herein are granted
subject to such reservation.
IN WITNESS WHEREOF, we have hereunto set our hands this 13th day
of March, 1990.
/s/ William R. Hoag
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William R. Hoag
/s/ William Randles
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William Randles
/s/ J.W. Straker
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J.W. Straker
/s/ Milman H. Linn, III
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Milman H. Linn, III
/s/ Robert Forker
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Robert Forker
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ORIGINAL APPOINTMENT OF AGENT
The undersigned, being at least a majority of the incorporators of
BancFirst Corp., hereby appoint William R. Hoag, a natural person who is a
resident in the state in which BancFirst Corp. has its principal office 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:
422 Main Street
Post Office Box 2663
Zanesville, Ohio 43702-2668
Muskingum County, Ohio
/s/ Richard Johnson
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Richard Johnson
/s/ William Randles
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William Randles
/s/ J.W. Straker
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J.W. Straker
/s/ Milman H. Linn, III
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Milman H. Linn, III
/s/ Robert Forker
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Robert Forker
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ACCEPTANCE Of AGENT
BancFirst Corp.
Gentlemen:
I hereby accept appointment as agent of your corporation upon whom
process, tax notices or demands may be served,
/s/ William R. Hoag
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William R. Hoag
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CERTIFICATE OF ADOPTION
OF
AMENDED ARTICLES OF INCORPORATION
OF
BANCFIRST CORP.
Gordon C. Wagner, President and James H. Nicholson, Secretary, of the
above named Ohio corporation for profit with its principal location in
Zanesville, Muskingum County, Ohio, do hereby certify that at a meeting of the
Shareholders of the corporation held on April 21, 1992, in accordance with
Section 1701.54 of the Ohio Revised Code. They hereby certify that in a writing
passed by a majority vote of the shareholders of the Corporation, the attached
Amendment to the Articles of Incorporation of the corporation were adopted.
Results of Voting to Amend Articles of Incorporation to change the corporation
name to BancFirst Ohio Corp.
Shares For 1,021,824
Shares Against 1,459
Shares Abstaining 19,433
Results of Voting to Amend Articles of Incorporation to modify the
indemnification provisions.
Shares For 973,034
Shares Against 25,661
Shares Abstaining 44,021
IN WITNESS WHEREOF, the above named officers, acting for and on behalf
of the corporation, have hereto subscribed their names this 12th day of May,
1992.
BANCFIRST CORP.
By: /s/ Gordon C. Wagner
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Gordon C. Wagner, President
ATTESTED TO:
/s/ James H. Nicholson
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James H. Nicholson, Secretary
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AMENDMENTS TO THE
ARTICLES OF INCORPORATION
FOR
BANCFIRST CORP.
EFFECTIVE APRIL 21, 1992
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ARTICLE 1, Section 1.1 shall be replaced in its entirety with the following:
1.1 The name of the corporation shall be BancFirst Ohio Corp.
ARTICLE 7, Section 7.1 shall be replaced in its entirety with the following:
SEVENTH. Indemnification.
(1) Actions by third parties. The Company shall indemnify any person
who was or is a party or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, other than an action
by or in the right of the Company, by reason of the fact that he is or
was a director or officer of the Company, or is or was serving at the
request of the Company as a director, trustee, officer, employee, or
agent of another corporation (including a subsidiary of this Company),
domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise, including service with respect to
employee benefit plans, against all expenses, liability, and loss
including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties, and amounts paid or to be paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company,
and with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful. The termination
of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall
not of itself create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Company, and with respect to any
criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
(2) Actions by or in the right of the Company. The Company shall
indemnify any person who was or is a party, or is a party, or is
threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that he is or was a director, or
officer of the company, or is or was serving at the request of the
Company as a director, trustee, officer, employee, or agent of another
corporation (including a subsidiary of this Company), domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or
other enterprise against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Company, except that no indemnification shall be made
in respect of
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any claim, issue, or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance
of his duty to the Company unless, and only to the extent that the
court of common pleas, or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability, but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
as the court of common pleas or such other court shall deem proper.
(3) Indemnification upon successful defense of proceeding. To the
extent that a current or former director, trustee or officer, has been
successful on the merits or otherwise in defense of any action, suit,
or proceeding referred to in sections (1) and (2) of this article, or
in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection therewith.
(4) Predicates for indemnification in other cases. Any indemnification
under section (1) and (2) of this article, unless ordered by a court,
shall be made by the Company only as authorized in the specific case
upon a determination that indemnification of the current or former
director, trustee or officer, is proper in the circumstances because he
has met the applicable standard of conduct set forth in sections (1)
and (2) of this article. Such determination shall be made (a) by a
majority vote of a quorum consisting of directors of the Company who
were not and are not parties to or threatened with any such action,
suit, or proceeding, or (b) if such a quorum is not obtainable or if a
majority vote of a quorum of disinterested directors so directs, in a
written opinion by independent legal counsel other than an attorney, or
a firm having associated with it an attorney, who has been retained by
or who has performed services for the Company, or any person to be
indemnified within the past five years, or (c) by the shareholders, or
(d) by the court of common pleas or the court in which such action,
suit, or proceeding was brought. Any determination made by the
disinterested directors under section (4)(a) or by independent legal
counsel under section (4)(b) of this article shall be promptly
communicated to the person who threatened or brought the action of suit
by or in the right of the Company under section (2) of this article,
and within ten days after receipt of such notification, such person
shall have the right to petition the court of common pleas or the court
in which such action or suit was brought to review the reasonableness
of such determination.
(5) Advancement of expenses. Expenses, including attorneys' fees,
incurred in defending any action, suit, or proceeding referred to in
section (1) and (2) of this article, shall be paid by the Company in
advance of the final disposition of such action, suit, or proceeding.
(6) Right of claimant to bring suit. If a claim under paragraph 1, 2,
or 3 is not paid in full by the Company within thirty days after a
written claim therefor has been received by the Company, the claimant
may any time thereafter bring suit against the Company to recover the
unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting
such claim. Except in the case
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of claims made under paragraph (3) of this article, it shall be a
defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending action, suit or any proceeding
in advance of its final disposition where the required undertaking has
been tendered to the Company) that the claimant has not met the
standards of conduct which make it permissible under the applicable law
for the Company to indemnify the claimant for the amount claimed, but
the burden of proving such defense shall be on the Company.
Neither the failure of the Company (including its board of
directors, independent legal counsel, or its shareholders) to have made
a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because
he or she has met the applicable standard of conduct, nor an actual
determination by the Company (including its board of directors,
independent legal counsel, or its shareholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the
applicable standard of conduct.
(7) Contractual rights. The right to be indemnified or to the
reimbursement or advancement of expenses pursuant thereto (i) is a
contract right based upon good and valuable consideration, pursuant to
which the person entitled thereto may bring suit as if the provisions
hereof were set forth in a separate written contract between the
Company and the director, or officer, (ii) is intended to be
retroactive and shall be available with respect to events occurring
prior to the adoption hereof, and (iii) shall continue to exist after
the rescission or restrictive modification hereof with the respect to
events occurring prior thereto.
(8) Requested service. Any director or officer of the Company serving,
in any capacity, (i) another company of which a majority of the shares
entitled to vote in the election of its directors is held by the
Company, or (ii) any employee benefit plan of the Company or of any
company referred to in clause (i), or (iii) any not-for-profit
organization designated for such service by a person who is an
"executive officer" of the Company's principal banking subsidiary,
within the meaning of Regulation O, 12 C.F.R. Section 215, or (iv) any
trust officer who serves as a director of a corporation a significant
portion of whose stock is owned in trust by the Company, shall be
deemed to be doing so at the request of the Company.
(9) Non-exclusivity of rights. The rights conferred on any person by
paragraphs (1), (2), and (3) shall not be exclusive of and are in
addition to any other right which such person may have or may hereafter
acquire under any statute, provision of the Articles of Incorporation,
Code of Regulations or bylaws, agreement, vote of shareholders or
disinterested directors or otherwise.
(10) Insurance and other security for benefits. The Company may
purchase and maintain insurance or furnish similar protection,
including but not limited to trust funds, letters of credit or
self-insurance, at its expense, to protect itself and any director or
officer
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of the company or another corporation, partnership, joint venture,
trust or other enterprise against expenses, liabilities or losses,
whether or not the Company would have the power to indemnify such
person against such expense, liability of loss under the Ohio general
corporation law.
(11) Interpretation. As used in this article, references to "the
Company" include all constituent corporations in a consolidation or
merger and the new or surviving corporation, so that any person who is
or was a director or officer of such a constituent corporation, or is
or was serving at the request of such constituent corporation as a
director, trustee or officer of another corporation (including a
subsidiary of this Company), domestic or foreign, nonprofit or for
profit, partnership, joint venture, trust, or other enterprise shall
stand in the same position under this article with respect to the new
or surviving corporation as he would if he had served the new or
surviving corporation in the same capacity.
(12) Prohibition of indemnification in certain cases. Notwithstanding
the foregoing, the Company shall not indemnify any officer, director,
or employee of the Company against expenses, penalties, or other
payments incurred in an administrative proceeding or action instituted
by an appropriate bank regulatory agency which proceeding or action
results in a final order assessing civil money penalties or requiring
affirmative action by an individual or individuals in the form of
payments to the Company or in any other case where indemnification is
prohibited by federal statute.
All other sections of the Articles of Incorporation shall remain in effect as
originally adopted.
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CERTIFICATE OF ADOPTION
OF
AMENDED ARTICLES OF INCORPORATION
OF
BANCFIRST OHIO CORP.
Gordon C. Wagner, President, and James H. Nicholson, Secretary and
Treasurer, of the above named Ohio corporation for profit with its principal
location in Zanesville, Muskingum County, Ohio, do hereby certify that at a
meeting of the Shareholders of the Corporation held on April 19, 1994, in
accordance with Section 1701.54 of the Ohio Revised Code, they hereby certify
that in a writing passed by a majority vote of the Shareholders of the
Corporation, the attached Amendment to the Articles of Incorporation of the
Corporation were adopted.
Results of Voting to Amend Articles of Incorporation to increase the authorized
number of common shares, $10.00 par value per share, of the Company from
2,500,000 shares to 7,500,000 shares.
Shares For 953,752
Shares Against 169,839
Shares Abstaining 29,219
IN WITNESS WHEREOF, the above named officers, acting for and on behalf
of the Corporation, have hereto subscribed their names this 20th day of April,
1994.
BANCFIRST OHIO CORP.
By: /s/ Gordon C. Wagner
---------------------------
Gordon C. Wagner, President
ATTESTED TO:
/s/ James H. Nicholson
- -----------------------
James H. Nicholson
Secretary and Treasurer
17
AMENDMENTS TO THE
ARTICLES OF INCORPORATION
FOR
BANCFIRST OHIO CORP.
The first sentence of ARTICLE 4 shall be replaced in its entirety with the
following:
ARTICLE 4. The total number of shares which the Company shall have
authority to issue is 7,500,000 shares, all of which shall be common shares, par
value $10.00 per share.
All other sections of the Articles of Incorporation shall remain in effect as
originally adopted.
18
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
BANCFIRST OHIO CORP.
Gary N. Fields, who is President and James H. Nicholson, who is
Secretary of BancFirst Ohio Corp., an Ohio corporation for profit with its
principal location in Zanesville, Muskingum County, Ohio, do hereby certify that
at a Meeting of the Shareholders of the corporation held on April 17, 1997, the
following resolution to adopt an amendment to the Articles of Incorporation of
the corporation was adopted:
"RESOLVED, that the Articles of Incorporation of BancFirst Ohio Corp.
be amended to read as follows:
The first sentence of ARTICLE 6 shall be replaced in its entirety with
the following:
6.1 The Board of Directors (hereinafter sometimes referred to as the
"Board") shall consist of not less than SEVEN nor more than fifteen
shareholders, the exact number of such minimum and maximum limits to be
fixed and determined from time to time by a vote of the shareholders
owning a majority of the stock of the Corporation.
The first two sentences of ARTICLE 4 shall be replaced in its entirety
with the following:
4.1 The maximum number of shares of capital shares which this
corporation is authorized to issue or to have outstanding at any time
shall be TWENTY MILLION (20,000,000) SHARES all of which shall be
common shares. The shares will have NO PAR VALUE."
IN WITNESS WHEREOF, the above named officers, acting for and on behalf
of the corporation, have hereto subscribed their name this 30th day of April,
1997.
BANCFIRST OHIO CORP.
By: /s/ Gary N. Field
-------------------------------------
Gary N. Fields, President
By: /s/ James N. Nicholson
-------------------------------------
James H. Nicholson, Secretary