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MILTON FEDERAL FINANCIAL CORPORATION
EXHIBIT NO. 3.1
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ARTICLES OF INCORPORATION
OF
MILTON FEDERAL FINANCIAL CORPORATION
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 Milton Federal
Financial Corporation.
SECOND: The place in Ohio where the principal office of the
corporation is to be located is the Village of West Milton, County of Miami.
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 seven
million (7,000,000) 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.
(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
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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 Milton Federal Savings
and Loan Association ("Milton Federal") to be issued in connection with the
conversion of Milton Federal 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 Milton Federal 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 Milton
Federal or the corporation.
(B) "Offer" includes every offer to buy or otherwise acquire,
solicitations 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) participation in a joint
activity or conscious parallel action towards 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,
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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 bower 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 vote or
to direct the voting of such shares) or investment power
(which includes the power to dispose or to direct the
disposition of such shares) or both.
(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 23rd day of
May 1994.
/s/Glenn E. Aidt
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GLENN E. AIDT, INCORPORATOR
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CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
MILTON FEDERAL FINANCIAL CORPORATION
Glenn E. Aidt, President, and E. Lynn App, Secretary, of Milton Federal
Financial Corporation, an Ohio corporation (the "corporation"), do hereby
certify that the following resolution was duly adopted in a writing signed by
the sole shareholder of the corporation effective September 16, 1994, in
accordance with Ohio Revised Code Section 1701.54:
RESOLVED, that the Articles of Incorporation of Milton Federal Financial
Corporation 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.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
16th day of September, 1994.
By: /s/ Glenn E. Aidt
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Glenn E. Aidt
President
By: /s/ E. Lynn App
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E. Lynn App
Secretary
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CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
MILTON FEDERAL FINANCIAL CORPORATION
Glenn E. Aidt, President, and E. Lynn App, Secretary, of Milton Federal
Financial Corporation, an Ohio corporation (the "Corporation"), do hereby
certify that the following resolution was duly adopted in a writing signed by
the sole shareholder of the Corporation, effective August 2, 1994, in accordance
with Ohio Revised Code Section 1701.54:
RESOLVED, that the Articles of Incorporation of Milton Federal Financial
Corporation 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 ten
million (10,000,000), nine million (9,000,000) 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.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 2nd
day of August, 1994.
/s/ Glenn E. Aidt
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Glenn E. Aidt, President
/s/ E. Lynn App
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E. Lynn App, Secretary
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