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Exhibit 3.1
AMENDED ARTICLES
OF
CORTLAND BANCORP.
FIRST: The name of the corporation shall be Cortland Bancorp.
SECOND: The place in Ohio where the principal office of the
corporation is to be located is in the City of Cortland, County of Trumbull.
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 Sections
1701.01 to 1701.98 of the Ohio Revised Code.
FOURTH: The authorized number of shares of the corporation shall be
twenty million (20,000,000), all of which shall be common shares, each without
par value.
FIFTH: The 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 (A) shares of any class or series issued by it,
(B) 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 (C) 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.
The corporation shall have the right to repurchase, if and when any shareholder
desires to sell, or on the happening of any event is
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required to sell, shares of any class or series issued by the corporation. The
authority granted in this Article Fifth of these articles 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: 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.
SEVENTH: The right of every shareholder to vote cumulatively in the
election of directors is eliminated, so that no shareholder of the corporation
may cumulate his voting power.
EIGHTH: Chapter 1704 and Section 1701.831 of the Ohio Revised Code
do not apply to the corporation.
NINTH: Notwithstanding any provision of the Ohio Revised Code now or
hereafter in force requiring for any purpose the vote, consent, waiver or
release of the holders of shares of the corporation entitling them to exercise
two-thirds (2/3) or any other 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,
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waiver or release of the holders of the 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 unless two-thirds (2/3) of the whole authorized
number of directors of the corporation shall recommend the approval of any of
the following matters, the affirmative vote of the holders of shares entitling
them to exercise not less than eighty percent (80%) of the voting power of the
corporation entitled to vote thereon shall be required to adopt:
(1) a proposed amendment to the articles of the corporation;
(2) proposed new regulations, or an alteration, amendment or
repeal of the regulations of the corporation;
(3) an agreement of merger or consolidation providing for the
merger or consolidation of the corporation with or into one or more other
corporations;
(4) a proposed combination or majority share acquisition
involving the issuance of shares of the corporation and requiring
shareholder approval;
(5) a proposal to sell, lease, or exchange all or
substantially all of the property and assets of the corporation;
(6) a proposed dissolution of the corporation; or
(7) a proposal to fix or change the number of directors by
action of the shareholders of the corporation.
The written objection of a director to any such matter
submitted to the president or secretary of the corporation not less than three
days before the meeting of shareholders at which any such matter is to be
considered shall be deemed to be an affirmative vote by such director against
such matter.
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TENTH: (A) In addition to any affirmative vote required by any
provision of the Ohio Revised Code or by any other provision of these articles,
the affirmative vote or consent of the holders of the greater of (i) four-fifths
(4/5) of the outstanding common shares of the corporation entitled to Vote
thereon or (ii) that fraction of such outstanding common shares having as the
numerator a number equal to the sum of (a) the number of outstanding common
shares Beneficially Owned by Controlling Persons (as hereinafter defined) plus
(b) two-thirds (2/3) of the remaining number of outstanding common shares, and
as the denominator a number equal to the total number of outstanding common
shares entitled to vote, shall be required for the adoption or authorization of
a Business Combination (as hereinafter defined) unless:
(1) The Business Combination will result in an involuntary sale,
redemption, cancellation or other termination of ownership of all common shares
of the corporation owned by shareholders who do not vote in favor of, or
consent in writing to, the Business Combination and the cash or fair value of
other readily marketable consideration to be received by such shareholders for
such common shares shall at least be equal to the Minimum Price Per Share (as
hereinafter defined); and
(2) A proxy statement responsive to the requirements of the
Securities Exchange Act of 1934 shall be mailed to the shareholders of the
corporation for the purpose of soliciting shareholder approval of the proposed
Business Combination.
(B) For purposes of this Article TENTH, the following definitions shall
apply:
(1) "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.
(2) "Associate" shall mean (a) any corporation or organization of
which a Person is an officer or partner or is,
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directly or indirectly, the Beneficial Owner of ten percent (10%) or more of any
class of equity securities, (b) any trust or other estate in which a Person has
a ten percent (10%) or greater individual interest of any nature or as to which
a Person serves as trustee or in a similar fiduciary capacity, (c) any spouse of
a Person, and (d) any relative of a Person, or any relative of a spouse of a
Person, who has the same residence as such Person or spouse.
(3) "Beneficial Ownership" shall include without limitation (a) all
shares directly or indirectly owned by a Person, by an Affiliate of such Person
or by an Associate of such Person or such Affiliate, (b) 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 (c) all shares as to
which such Person, Affiliate or Associate directly or indirectly through any
contract, arrangement, understanding, relationship or otherwise (including
without limitation a written or unwritten agreement to act in concert) has or
shares voting power (which includes the power to vote or to direct the voting of
such shares) or investment power (which includes the power to dispose or direct
the disposition of such shares) or both.
(4) "Business Combination" shall mean (a) any merger or consolidation
of the corporation with or into a Controlling Person or an Affiliate of a
Controlling Person or an Associate of such Controlling Person or Affiliate, (b)
any sale, lease, exchange, transfer or other disposition, including without
limitation a mortgage or any other security device, of all or any Substantial
Part of the assets of the corporation, including without limitation any voting
securities of a Subsidiary, or of the assets of a Subsidiary, to a Controlling
Person or Affiliate of a Controlling Person or Associate of such Controlling
Person or Affiliate, (c) any merger into the corporation or into a Subsidiary of
a Controlling Person or an Affiliate of a Controlling Person or an Associate of
such Controlling Person or Affiliate, (d) any sale, lease, exchange, transfer or
other disposition to the corporation or a Subsidiary of all or any part of the
assets of a Controlling Person or Affiliate of a Controlling Person or Associate
of such Controlling Person or Affiliate but not including any disposition of
assets which, if included with all other dispositions consummated during the
same fiscal year of the corporation by the same Controlling Person or Affiliates
thereof and Associates of such Controlling Person or Affiliates, would not
result in dispositions during such year by all such Persons of assets having an
aggregate fair value (determined at the time of disposition of the respective
assets)
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in excess of one percent (1%) of the total consolidated assets of the
corporation (as shown on its certified balance sheet as of the end of the fiscal
year preceding the proposed disposition) ; provided, however, that in no event
shall any disposition of assets be excepted from shareholder approval by reason
of the preceding exclusion if such disposition when included with all other
dispositions consummated during the same and immediately preceding four (4)
fiscal years of the corporation by the same Controlling Person, Affiliates
thereof and Associates of such Controlling Person or Affiliates, would result in
disposition by all such Persons of assets having an aggregate fair value
(determined at the time of disposition of the respective assets) in excess of
two percent (2%) of the total consolidated assets of the corporation (as shown
on its certified balance sheet as of the end of the fiscal year preceding the
proposed disposition), (e) any reclassification of the common shares of the
corporation, or any recapitalization involving common shares of the corporation,
consummated within five (5) years after a Controlling Person becomes a
Controlling Person, and (f) any agreement, contract or other arrangement
providing for any of the transactions described in the definitions of Business
Combination.
(5) "Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.
(6) "Controlling Person" shall mean any Person who Beneficially Owns
shares of the corporation entitling that Person to exercise twenty percent (20%)
or more of the voting power of the corporation entitled to vote in the election
of directors.
(7) "Minimum Price Per share" shall mean the sum of (a) the higher of
either (i) the highest gross per share price paid or agreed to be paid to
acquire any common shares of the corporation Beneficially Owned by a Controlling
Person, provided such payment or agreement to make payment was made within five
(5) years immediately prior to the record date set to determine the shareholders
entitled to vote or consent to the Business Combination in question, or (ii) the
highest per share closing public market price for such common shares during such
five (5) year period, plus (b) the aggregate amount, if any, by which five
percent (5%) for each year, beginning on the date on which such Controlling
Person became a Controlling Person, of such higher per share price exceeds the
aggregate amount of all common share dividends per share paid in cash since the
date on which such Person became a Controlling Person. The calculation of the
Minimum Price Per Share shall require appropriate adjustments for capital
changes, including without limitation stock splits, stock dividends and reverse
stock splits.
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(8) "Person" shall mean an individual, a corporation, a
partnership, an association, a joint-stock company, a trust, any unincorporated
organization, a government or political subdivision thereof, and any other
entity.
(9) "Securities Exchange Act of 1934" shall mean the
Securities Exchange Act of 1934, as amended from time to time as well as any
successor or replacement statute.
(10) "Subsidiary" shall mean any corporation more than
twenty-five percent (25%) of whose outstanding securities entitled to vote for
the election of directors are Beneficially Owned by the corporation and/or one
or more Subsidiaries.
(11) "Substantial Part" shall mean more than ten percent (10%)
of the total assets of the corporation in question, as shown on its certified
balance sheet as of the end of the most recent fiscal year ending prior to the
time the determination is being made.
(C) During any period in which there are one or more Controlling
Persons, this Article TENTH shall not be altered, changed or repealed unless the
amendment effecting such alteration, change or repeal shall have received, in
addition to any affirmative vote required by any provision of the Ohio Revised
Code or by any other provision of these articles, the affirmative vote or
consent of the holders of the greater of (i) four-fifths (4/5) of the
outstanding common shares of the corporation entitled to vote thereon or (ii)
that fraction of such outstanding common shares having as the numerator a number
equal to the sum of (a) the number of outstanding common shares Beneficially
Owned by Controlling Persons plus (b) two-thirds (2/3) of the remaining number
of outstanding common shares, and as the denominator a number equal to the total
number of outstanding common shares entitled to vote.
ELEVENTH: Any director or the entire Board of Directors may be removed
only by the affirmative vote of the holders of shares then entitling them to
exercise not less than 80% of the voting power of the corporation at an election
of directors, and shareholders may effect such removal only for cause; provided,
however, that if any class or series of shares shall entitle the holders thereof
to elect one or more directors, any director or all the directors elected by
such holders may be
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removed only by the affirmative vote of the holders of shares of such class or
series then entitling them to exercise not less than 80% of the voting power of
such class or series at any election of such directors, and such removal may be
effected only for cause. Any such removal shall be deemed to create a vacancy in
the Board of Directors.
TWELFTH: These amended articles supersede the articles
of the corporation existing at the effective date of these amended articles,
except for Article X which shall continue in effect until its repeal.
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