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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
COLUMBIA FINANCIAL OF KENTUCKY, 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 Columbia Financial of
Kentucky, Inc.
SECOND: The place in Ohio where the principal office of the corporation is
to be located is the City of Cincinnati, County of Hamilton.
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
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 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 its articles.
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
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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: Until the expiration of five years from the date of the
acquisition by the corporation of the capital stock of Columbia Federal Savings
Bank (the "Bank") to be issued in connection with the conversion of the Bank
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 the Bank or the 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 the Bank
or the corporation.
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(B) "Offer" includes every offer to buy or otherwise acquire, solicitation
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) knowing participation in a joint
activity or conscious parallel action toward 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 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 dispose or to direct the disposition of such shares) or both.
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(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.
IN WITNESS WHEREOF, I have hereunto signed my name this 9th day of
October, 1997.
/s/ Robert V. Lynch
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Robert V. Lynch,
its Incorporator