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Exhibit 3.1
ARTICLES OF INCORPORATION
OF
OHIO STATE FINANCIAL SERVICES, INC.
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 Ohio State Financial Services,
Inc.
SECOND: The place in Ohio where the principal office of the corporation is
to be located is the City of Bridgeport, County of Belmont.
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.
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(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.
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 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.
SEVENTH: 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 24th day of March,
1997.
/s/ Jon W. Letzkus
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Jon W. Letzkus, Incorporator