THIRD RESTATED
CERTIFICATE OF INCORPORATION
OF
CAMCO FINANCIAL CORPORATION
(A Delaware Corporation)
As Adopted May 26, 1987
The following provisions constitute the Third Restated Certificate of
Incorporation of Camco Financial Corporation, which was originally incorporation
on October 19, 1970 under the name First Cambridge Corporation:
FIRST: The name of the corporation is Camco Financial Corporation.
SECOND: The address of the corporation's registered office in the
State of Delaware is: Corporation Trust Center, 1209 Orange Street, County
of New Castle, Wilmington, Delaware 19801. The name of its registered agent
at such address is the Corporation Trust Company.
THIRD: The purposes of the corporation are:
(1) To acquire and own savings and loan associations; and
(2) To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is two million (2,000,000), of which stock
one million nine hundred thousand (1,900,000) shares shall be common shares
of the par value of One Dollar ($1) each, amounting in the aggregate to One
Million Nine Hundred Thousand Dollars ($1,900,000), and one hundred
thousand (100,000) shares shall be preferred shares of the par value of One
Dollar ($1) each, amounting in the aggregate to One Hundred Thousand
Dollars ($100,000). There is hereby granted to the Board of Directors of
the corporation the authority to fix by resolution or resolutions any and
all powers, designations, preferences and relative, participating, optional
or other rights, or the qualifications, limitations or restrictions
thereof, of shares of the preferred stock, or of any series of the
preferred stock, of the corporation that are permitted by the General
Corporation Law of Delaware to be fixed by the Board of Directors, and such
grant of authority shall include the power to specify the number of shares
of any series of the preferred stock of the corporation.
FIFTH: The corporation is to have perpetual existence.
SIXTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application
in a summary way of this corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers appointed for
this corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under the provisions
of Section 279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or a class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case
may be, agree to any compromise or arrangement and to any reorganization or
this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned
by the court to which the said application has been made, be binding on all
the creditors or class of creditors, and/or all the stockholders or class
of stockholders, of this corporation, as the case may be, and also on this
corporation.
SEVENTH: No election of Directors need be by written ballot.
EIGHTH: Any Director or the entire Board of Directors may be removed
only by the affirmative vote of not less than 80% of the outstanding stock
entitled to vote at an election of Directors, and such removal may be
effected only for cause; provided, however, that if any class or series of
stock shall entitle the holders thereof to elect one or more Directors, any
Director or all the Directors elected by such holders may be removed only
by the affirmative vote of not less than 80% of the outstanding stock of
such class or series entitled to vote at an 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.
NINTH: When used in the Certificate of Incorporation:
(1) An "Affiliate" of a specified Person is a Person that directly,
or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person
specified.
(2) The term "Associate" used to indicate a relationship with any
person shall mean (A) any corporation or organization (other than
this corporation or a Subsidiary) of which such Person in an
officer or partner or is, direct or indirectly, the beneficial
owner of ten percent (10%) or more of any class of Equity
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Security, (B) any trust or other estate in which such Person has
a substantial beneficial interest or as to which such Person
serves as trustee or in a similar fiduciary capacity, and (C) any
relative or spouse of such Person, or any relative or such
spouse, who has the same home as such Person, or is an officer or
director of any corporation controlling or controlled by such
Person.
(3) "Beneficial Ownership" shall be determined pursuant to Rule 13d-3
of the General Rules and Regulations under the Securities
Exchange Act of 1934 (or any successor rule or statutory
provision) or, if said Rule 13d-3 shall be rescinded and there
shall be no successor rule or statutory provision thereto,
pursuant to said Rule 13d-3 as in effect on May 26, 1987;
provided, however, that a Person shall in any event, also be
deemed to be the "Beneficial Owner" of any shares of Voting
Stock:
(A) that such Person or any of its Affiliates or Associates
beneficially own, directly or indirectly; or
(B) that such Person or any of its Affiliates or Associates
has (i) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding (but shall not be deemed
to be the beneficial owner of any shares of voting stock solely
by reason of an agreement, arrangement or understanding with the
corporation to effect a Business Combination) or upon the
exercise of conversion rights, exchange rights, warrants, or
options, or otherwise, or (ii) sole or shared voting or
investment power with respect thereto pursuant to any agreement,
arrangement, understanding, relationship or otherwise (but shall
not be deemed to be the beneficial owner of any shares of Voting
Stock solely by reason of a revocable proxy granted for a
particular meeting of stockholders, pursuant to a public
solicitation of proxies for such meeting, with respect to shares
of which neither such Person nor any such Affiliate or Associate
is otherwise deemed the beneficial owner); or
(C) that are beneficially owned, directly or indirectly, by
any other Person with which such first mentioned Person or any of
its Affiliates or Associates acts as a partnership, limited
partnership, syndicate or other group pursuant to any agreement,
arrangement or understanding for the purpose of acquiring,
holding voting or disposing of any shares of capital stock of the
corporation; and provided further, however, that (i) no Director
or officer of the corporation, nor any Associate or Affiliate of
any such Director or officer, shall, solely by reason of any or
all such Directors and officers acting in their capacities as
such, be deemed, for any purposes hereof, to beneficially own by
any other such Director or officer (or any Associate or Affiliate
thereof), and (ii) no employee stock ownership or similar plan of
the corporation or any Subsidiary nor any trustee with respect
thereto, nor any Associate or Affiliate of any such trustee,
shall, solely be reason of such capacity of such trustee, be
deemed, for any purposes hereof, to beneficially own any shares
of Voting Stock held under any such plan.
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For purposes of computing the percentage Beneficial Ownership of
shares of Voting Stock of a Person in order to determine whether such
Person is Substantial Stockholder, the outstanding shares of Voting
Stock shall include shares deemed owned by such Person through
application of this paragraph (3) but shall not include any other
shares of Voting Stock which may be issuable by the corporation
pursuant to any agreement, or upon the exercise of conversion rights,
warrants or options, or otherwise. For all other purposes, the
outstanding shares of Voting Stock shall include only shares of Voting
Stock then outstanding and shall not include any shares of Voting
Stock which may be issuable by the corporation pursuant to any
agreement, or upon the exercise of conversion rights, warrants or
options, or otherwise.
(4) The term ("Business Combination") shall mean any transaction
which is described in any one or more of the clauses (A) through (E)
of paragraph (1) of Article ELEVENTH of the Certificate of
Incorporation.
(5) "Continuing Director" shall mean a Person who was a member of
the Board of Directors of the corporation as of May 26, 1987, or
thereafter elected by the stockholders or appointed by the Board of
Directors of the corporation prior to the date as of which the
Substantial Stockholder in question became a Substantial Stockholder,
or a Person designated (before his initial election or appointment as
a director) as a Continuing Director by Three-fourths (3/4 of the
Whole Board, but only if a majority of the Whole Board shall then
consist of Continuing Directors.
(6) "Equity Security" shall have the meaning given to such term
under the Rule 3a11-1 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect on May 26, 1987.
(7) A "Person" shall mean nay individual, firm, corporation or
other entity.
(8) "Subsidiary" shall mean any corporation of which a majority
of any class of Equity Security is owned, directly or indirectly, by
the corporation; provided, however, that for the purposes of the
definition of Substantial Stockholder set forth in paragraph (10) of
this ARTICLE NINTH, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of Equity Security is
owned, directly or indirectly, by the corporation.
(9) "Substantial Part" shall mean assets having a book value
(determined in accordance with generally accepted accounting
principles) in excess of ten percent (10%) of the book value
(determined in accordance with generally accepted accounting
principles) of the total consolidated assets of the corporation, at
the end of its most recent fiscal year ending prior to the time the
determination is made.
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(10) "Substantial Stockholder" shall mean any Person who or
which, as of the record date for the determination of stockholders
entitled to notice of and to vote on any Business Combination, or
immediately prior to the consummation of any such Business
Combination:
(A) is the Beneficial Owner, directly or indirectly, of more
than fifteen percent (15%) of the shares of Voting Stock
[determined solely on the basis of the total number of shares of
Voting Stock so Beneficially Owned (and without giving effect to
the number or percentage of votes entitled to be cast in respect
of such shares) in relation to the total number of shares of
Voting Stock then issued and outstanding], of
(B) is an Affiliate of the corporation and at any time
within three years prior thereto was the Beneficial Owner,
directly or indirectly, of more than fifteen percent (15%) of the
then outstanding Voting Stock (determined as aforesaid), or
(C) Is an assignee of or has otherwise succeeded to any
shares of capital stock of the corporation which were at any time
within three years prior thereto Beneficially Owned by any
Substantial Stockholder, and such assignment or succession shall
have occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning
of the Securities Act of 1933.
Notwithstanding the foregoing, a Substantial Stockholder shall
not include (a) the corporation or any Subsidiary or (b) any
profit-sharing, employee share ownership or other employee benefit
plan of the corporation or any Subsidiary, or any trustee of or
fiduciary with respect to any such plan when acting in such capacity.
(11) "Voting Stock" shall mean any shares of capital stock of the
corporation entitled to vote generally in the election of directors.
(12) "Whole Board" shall mean the total number of Directors which
the corporation would have it there were no vacancies; i.e., the whole
authorized number of Directors.
TENTH: Any action required or permitted to be taken by the
stockholders of the corporation must be taken pursuant to a vote of such
stockholders at an annual or special meeting of such stockholders that is
duly held pursuant to notice. No action required or permitted to be taken
by the stockholders of the corporation at any annual or special meeting of
such stockholders may be taken pursuant to one or more consents in writing
signed by the holders of all or any other portion of the outstanding stock
entitled to vote on such action. Except as otherwise required by law and
subject to any rights afforded by any provision of the Certificate of
Incorporation to holders of any class or series of capital stock of the
corporation having a preference over the common stock as to dividends or
upon liquidation, special meetings of stockholders of the corporation
having a preference over the common stock as to dividends or upon
liquidation, special meetings of stockholders of the corporation may be
called only by the President or by the Board of Directors pursuant to a
resolution duly adopted by a majority of the Whole Board or by a writing
signed by a majority of the Whole Board.
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ELEVENTH:
(1) In addition to any vote required by law or under any other
provision of the Certificate of Incorporation or any resolution or
resolutions adopted by the Board of Directors pursuant to its authority
under Article FOURTH of the Certificate of Incorporation, and except as
otherwise expressly provided in this Article ELEVENTH:
(A) any merger or consolidation of the corporation or any
Subsidiary with or into (i) any Substantial Stockholder or (ii) any
other corporation (whether or not itself a Substantial Stockholder)
which, after such merger or consolidation, would be an Affiliate of a
Substantial Stockholder, or
(B) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of related
transactions) to or with any Substantial Stockholder of any
Substantial Part of the assets of the corporation or of any
Subsidiary, or
(C) the issuance or transfer by the corporation or by any
Subsidiary (in one transaction or a series of related transactions) of
any Equity Securities of the corporation or any Subsidiary to any
Substantial Stockholder in exchange for cash, securities or other
property (or a combination thereof) having an aggregate fair market
value equal to or in excess of sixty percent (60%) of the amount of
stockholders' equity reflected on the corporation's audited balance
sheet as of the end of its most recent fiscal year (which shall be
prepared on a consolidated basis by the corporation's independent
certified public accountants in accordance with generally accepted
accounting principles), or
(D) the adoption of any plan or proposal for the liquidation or
dissolution of the corporation if, as of the record date for the
determination of stockholders entitled to notice thereof and to vote
thereon, any person shall be a Substantial Stockholder, or
(E) any reclassification of securities (including any reverse
stock split) or recapitalization of the corporation, or any
reorganization, merger or consolidation of the corporation with any of
its Subsidiaries or any similar transaction (whether or not with or
into or otherwise involving a Substantial Stockholder) that has the
effect, directly or indirectly, of increasing the proportionate share
of the outstanding securities of any class of equity securities of the
corporation or any Subsidiary which is directly or indirectly
Beneficially Owned by any Substantial Stockholder.
shall (except as otherwise expressly provided in the Certificate of
Incorporation) require the affirmative vote of not less than 80% of all
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outstanding shares of Voting Stock; provided that such affirmative vote
must include the affirmative vote of a majority of all outstanding shares
of Voting Stock not beneficially owned by the Substantial Stockholder in
question. Each such affirmative vote shall be required notwithstanding the
fact that no vote may be required, or that some lesser percentage may be
specified, by law or in any agreement with any national securities exchange
or otherwise.
(2) The provisions of this Article ELEVENTH shall not be applicable to
any Business Combination, the terms of which shall be approved, either in
advance of or subsequent to a Substantial Stockholder having become a
Substantial Stockholder, by three-fourths (3/4) of the Whole Board, but
only if a majority of the members of the Board of Directors in office and
acting upon such matter shall be Continuing Directors.
(3) A majority of the Continuing Directors then in office shall have
the power to determine for the purpose of this Article ELEVENTH, on the
basis of information known to them:
(A) The number of shares of Voting Stock beneficially owned by
any Person;
(B) Whether a Person is an Affiliate or Associate of another;
(C) Whether the assets subject to any Business Combination
constitute a Substantial Part of the assets of the corporation in
question; and/or
(D) Any other factual matter relating to the applicability or
effect of this Article ELEVENTH.
(4) A majority of the Continuing Directors then in office shall have
the right to demand that any Person who is reasonably believed to be a
Substantial Stockholder (or holder of record shares of Voting Stock
beneficially owned by any Substantial Stockholder) supply to the
corporation complete information as to:
(A) The record owner(s) of all shares beneficially owned by such
Person who is reasonably believed to be a Substantial Stockholder;
(B) The number of, and each class or series of, shares
Beneficially Owned by such Person who is reasonably believed to be a
Substantial Stockholder and held of record by each such record owner
and the number(s) of the stock certificate(s) evidencing such shares;
and
(C) Any other factual matter relating to the applicability or
effect of this Article ELEVENTH as may be reasonably requested of such
Person, and such Person shall furnish such information within 10 days
after receipt of such demand.
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(5) Any determination made by the Board of Directors, or by the
Continuing Directors, as the case may be, pursuant to this Article ELEVENTH
in good faith and on the basis of such information and assistance as was
then reasonably available for such purpose shall be conclusive and binding
upon the corporation and its stockholders, including any Substantial
Stockholder.
(6) Nothing contained in this Article ELEVENTH shall be construed to
relieve any Substantial Stockholder from any fiduciary obligation imposed
by law.
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CERTIFICATE OF AMENDMENT
OF
THIRD RESTATED
CERTIFICATE OF INCORPORATION
Camco Financial Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That at a meeting of the Board of Directors of Camco Financial
Corporation, resolutions were duly adopted setting forth a proposed amendment to
the Third Restated Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and directing that the amendment be considered at
a special meeting of the stockholders. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that Article Fourth of the Corporation's Third Restated
Certificate of Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is Two Million Six Hundred Thousand
(2,600,000), of which stock Two Million Five Hundred Thousand
(2,500,000) shares shall be common shares of the par value of One
Dollar ($1) each, amounting in the aggregate to Two Million Five
Hundred Thousand Dollars ($2,500,000), and one hundred thousand
(100,000) shares shall be preferred shares of the par value of One
Dollar ($1) each, amounting in the aggregate to One Hundred Thousand
Dollars ($100,000). There is hereby granted to the Board of Directors
of the corporation the authority to fix by resolution or resolutions
any and all powers, designations, preferences and relative,
participating, optional or other rights, or the qualifications,
limitations or restrictions thereof, of shares of the preferred stock,
or of any series of the preferred stock, of the corporation that are
permitted by the General Corporation Law of Delaware to be fixed by
the Board of Directors, and such grant of authority shall include the
power to specify the number of shares to any series of the preferred
stock of the corporation.
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation
was duly called and held, upon notice in accordance with Section 222
of the General Corporation Law of the State of Delaware, at which
meeting the necessary number of shares as required by statute were
voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, Camco Financial Corporation has caused this certificate
to be signed by Larry A. Caldwell, its President, and attested by Anthony J.
Popp, its Secretary, this 12th day of July, 1999.
By: /s/ Larry A. Caldwell
Larry A. Caldwell, President
ATTEST:
By: /s/ Anthony J. Popp
Anthony J. Popp, Secretary
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CERTIFICATE OF AMENDMENT
OF
THIRD RESTATED
CERTIFICATE OF INCORPORATION
Camco Financial Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That at a meeting of the Board of Directors of Camco Financial
Corporation, resolutions were duly adopted setting forth a proposed amendment to
the Third Restated Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and directing that the amendment be considered at
a special meeting of the stockholders. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that Article Fourth of the Corporation's Third Restated
Certificate of Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is Five Million (5,000,000), of which
stock Four Million Nine Hundred Thousand (4,900,000) shares shall be
common shares of the par value of One Dollar ($1) each, amounting in
the aggregate to Four Million Nine Hundred Thousand Dollars
($4,900,000), and one hundred thousand (100,000) shares shall be
preferred shares of the par value of One Dollar ($1) each, amounting
in the aggregate to One Hundred Thousand Dollars ($100,000). There is
hereby granted to the Board of Directors of the corporation the
authority to fix by resolution or resolutions any and all powers,
designations, preferences and relative, participating, optional or
other rights, or the qualifications, limitations or restrictions
thereof, of shares of the preferred stock, or of any series of the
preferred stock, of the corporation that are permitted by the General
Corporation Law of Delaware to be fixed by the Board of Directors, and
such grant of authority shall include the power to specify the number
of shares to any series of the preferred stock of the corporation.
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation
was duly called and held, upon notice in accordance with Section 222
of the General Corporation Law of the State of Delaware, at which
meeting the necessary number of shares as required by statute were
voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, Camco Financial Corporation has caused this certificate
to be signed by Larry A. Caldwell, its President, and attested by Anthony J.
Popp, its Secretary, this 23rd day of September, 1999.
By: /s/ Larry A. Caldwell
Larry A. Caldwell, President
ATTEST:
By: /s/ Anthony J. Popp
Anthony J. Popp, Secretary
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CERTIFICATE OF AMENDMENT
OF
THIRD RESTATED
CERTIFICATE OF INCORPORATION
Camco Financial Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That at a meeting of the Board of Directors of Camco Financial
Corporation, a resolution was duly adopted setting forth a proposed amendment to
the Third Restated Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and directing that the amendment be considered at
the 1998 annual meeting of the stockholders. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that Article Fourth of the Corporation's Third Restated
Certificate of Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which the corporation
shall have the authority to issue is Nine Million (9,000,000), of
which stock Eight Million Nine Hundred Thousand (8,900,000) shares
shall be common shares of the par value of One Dollar ($1) each,
amounting in the aggregate to Eight Million Nine Hundred Thousand
Dollars ($8,900,000), and one hundred thousand (100,000) shares shall
be preferred shares of the par value of One Dollar ($1) each,
amounting in the aggregate to One Hundred Thousand Dollars ($100,000).
There is hereby granted to the Board of Directors of the corporation
the authority to fix by resolution or resolutions any and all powers,
designations, preferences and relative, participating, optional or
other rights, or the qualifications, limitations or restrictions
thereof, of shares of the preferred stock, or of any series of the
preferred stock, of the corporation that are permitted by the General
Corporation Law of Delaware to be fixed by the Board of Directors, and
such grant of authority shall include the power to specify the number
of shares to any series of the preferred stock of the corporation.
SECOND: That thereafter, at the 1998 annual meeting of stockholders of
said corporation, which was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of the
State of Delaware, the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General
Corporation law of the State of Delaware.
IN WITNESS WHEREOF, Camco Financial Corporation has caused
this certificate to be signed by Larry A. Caldwell, its President, and attested
by Anthony J. Popp, its Secretary, this 29th day of May, 1998.
By: /s/ Larry A. Caldwell
Larry A. Caldwell, President
ATTEST:
By: /s/ Anthony J. Popp
Anthony J. Popp, Secretary
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