1
[LOGO]
Prescribed by
BOB TAFT, Secretary of State EXHIBIT 2(b)
30 East Broad Street, 14th Floor Charter No. __________________
Columbus, Ohio 43266-0418 Approved _____________________
Form SH-AMD (January 1991) Date _________________________
Fee _________________________
CERTIFICATE OF AMENDMENT
By Shareholders to the Articles of Incorporation of
Columbia Financial of Kentucky, Inc.
- -------------------------------------------------------------------------------
(Name of Corporation)
Robert V. Lynch , who is:
- ---------------------------------
[ ] Chairman of the Board [X] President [ ] Vice President (check one)
and
Carol S. Margrave , who is: [X]Secretary [ ]Assistant Secretary
- ---------------------------------
(Check One)
of the above name Ohio corporation for profit do hereby certify that: (check
the appropriate box and complete the appropriate statements)
[ ] a meeting of the shareholders was duly called for the purpose of adopting
this amendment and held on ____________________, 19______ at which
meeting a quorum of the shareholders was present in person or by proxy,
and by the affirmative vote of the holders of shares entitling them to
exercise____ % of the voting power of the corporation.
[X] in a writing signed by all of the shareholders who would be entitled to
notice of a meeting held for that purpose, the following resolutions to
amend the articles were adopted:
SEE EXHIBIT A ATTACHED HERETO.
IN WITNESS WHEREOF, the above named officers, acting for and on the
behalf of the corporation, have hereto subscribed their names this 9th day of
February, 1998.
By /s/ Robert V. Lynch
-----------------------------
President
By /s/ Carol S. Margrave
-----------------------------
Secretary
NOTE: Ohio law does not permit one officer to sign in two capacities.
Two separate signatures are required, even if
this necessitates the election of a second
officer before the filing can be made.
2
EXHIBIT A
RESOLVED, that the Articles of Incorporation of Columbia Financial of Kentucky,
Inc., 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 (6,000,000) 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 Columbia
Financial of Kentucky, Inc., 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.