EXHIBIT 3.1
George E. Parker III, Esq.
Republic Bancorp, Inc.
18720 Mack Avenue
Grosse Pointe Farms, MI 48238
(Document will be returned to
name and address indicated above)
SECOND RESTATED ARTICLES OF INCORPORATION
OF
REPUBLIC BANCORP INC.
Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Second Restated Articles of
Incorporation:
1. The present name of the corporation is: Republic Bancorp Inc.
2. The corporation identification number (CID) assigned by the Bureau
is: 354-159.
3. All former names of the corporation are: Republic Bancorp Inc.
4. The date of filing the original Articles of Incorporation was:
March 8, 1985.
The following Second Restated Articles of Incorporation supersede the
Articles of Incorporation as amended and shall be the Articles of Incorporation
for the corporation:
Article I. The name of the corporation is Republic Bancorp Inc.
Article II. The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the Business
Corporation Act of Michigan.
Article III. The total authorized capital stock of the corporation is
75,000,000 shares of Common Stock, par value of $5.00 per share (hereinafter
called the "Common Stock") and 5,000,000 shares of Preferred Stock, no par value
per share, issuable in series (hereinafter called the "Preferred Stock").
A statement of all or any of the designations and the powers,
privileges and rights, and the qualifications, limitations or restrictions of
the Common Stock and the Preferred Stock of the corporation is as follows:
A. Common Stock.
(1) Dividends. The holders of Common Stock shall be
entitled to receive when and as declared by the Board of Directors, out
of the assets of the corporation which by law are available therefor,
dividends payable either in cash, in property, or in Common Stock. No
dividends (other than dividends payable in Common Stock) shall be paid
on Common Stock unless cash dividends in full on all outstanding
Preferred Stock to which the holders thereof are entitled shall have
been paid or declared and set apart for payment or if any sinking fund
for the Preferred Stock is in arrears.
(2) Voting Rights. At every meeting of shareholders
the holders of Common Stock shall have the right to vote with the
holders of each series of Preferred Stock which has voting rights in
the election of directors and upon each other matter coming before any
meeting of the shareholders on the basis of one vote for each share of
Common Stock held. Except as otherwise provided by law, the holders of
Common Stock and the holders of such Preferred Stock shall vote
together as one class. At an election for directors each holder of
Common Stock may vote, in person or by proxy, the number of shares of
Common Stock owned by him for as many persons as there are directors to
be elected and for whose election he has a right to vote, or may
cumulate his votes by giving one candidate as many votes as the number
of such directors multiplied by the number of his shares, or by
distributing his votes on the same principle among any number of the
candidates.
(3) Liquidation Rights. In the event of any
liquidation, dissolution or winding up of the corporation, the holders
of Common Stock shall be entitled, after payment or provisions for
payment of the debts and other liabilities of the corporation and the
amounts to which the holders of the Preferred Stock shall be entitled,
to share ratably in the remaining net assets of the corporation.
(4) Preemptive Rights. The holders of shares of
Preferred Stock shall have no preemptive right to subscribe for any
additional shares of capital stock or other obligations convertible
into shares of capital stock which may hereafter be issued by the
corporation.
B. Preferred Stock
(1) Issuance of Preferred Stock in Series. The Board
of Directors shall have authority to divide and issue shares of
Preferred Stock into series and, within the limitations set forth in
the corporation's Articles of Incorporation, to fix and determine the
relative rights and preferences of the shares of any series so
established. Each series of Preferred Stock shall be so designated by
the Board of Directors as to distinguish the shares thereof from the
shares of all other series of Preferred Stock and other classes of
stock of the corporation. All shares of Preferred Stock will be
identical, except as to the following rights and preferences as to
which there may be variations between different series as fixed and
determined by the Board of Directors: (a) the right to vote, if any,
which may be limited or unlimited; (b) the rate of dividend, the
priority of payment thereof, the right to cumulation thereof, if any,
and the extent of further participation in dividend distribution, if
any; (c) the right to redemption, if any, and the terms and conditions
thereof; (d) the amount payable upon shares in event of voluntary or
involuntary liquidation, and the priority of payment thereof; (e)
sinking fund provisions, if any, for the redemption or purchase of
shares and (f) the right to conversion, if any, and the terms and
conditions thereof.
(2) Dividends. The holders of Preferred Stock of each
series shall be entitled to receive out of any funds legally available
therefor, when and as declared by the Board of Directors, cash
dividends in such amount as may be fixed by the Board of Directors in
its resolution providing for the issuance of such series before any
dividend (other than dividends payable in Common Stock) shall be paid
on the Common Stock or other stock ranking junior to the Preferred
Stock. Dividends on cumulative Preferred Stock, if any, shall be
cumulative from the date or dates fixed by the Board of Directors in
its resolution providing for the issuance thereof. Accumulations shall
not bear interest.
(3) Voting Rights. At every meeting of shareholders
the holders of Preferred Stock of each series which has voting rights
in the election of directors and upon each other matter coming before
any meeting of the shareholders shall have the right to vote with the
holders of Common Stock to vote in the election of directors and upon
each other matter coming before any meeting of the shareholders on the
basis of one vote for each share of Preferred Stock held. Except as
otherwise provided by law, the holders of Preferred Stock with such
right to vote and the holders of Common Stock shall vote together as
one class.
(4) Preemptive Rights. The holders of shares of
Preferred Stock shall have no preemptive right to subscribe for any
additional shares of capital stock or other obligations convertible
into shares of capital stock which may hereafter be issued by the
corporation.
Prior to the date of filing of these First Restated
Articles of Incorporation, and pursuant to Section 302(4) of the
Business Corporation Act, as amended, three separate series of
Preferred Stock had been established. A conformed copy of the
certificate establishing and designating each of those series of
Preferred Stock and prescribing the relative rights and preferences
thereof are attached to these First Restated Articles of Incorporation
and incorporated herein by this reference.
Article IV. The address of its registered office in the State of
Michigan is 122 South Main Street, Ann Arbor, Michigan 48104. The name of its
registered agent at such address is Thomas F. Menacher.
Article V. The name and mailing address of the incorporator are as
follows:
Name Mailing Address
---- ---------------
Jerry D. Campbell 3200 Beecher Road, Suite 1
Flint, Michigan 48504
Article VI. When a compromise or arrangement or a plan of
reorganization of this corporation is proposed between this corporation and its
creditors or any class of them or between this corporation and its shareholders
or any class of them, a court of equity jurisdiction within the state, on
application of this corporation or of a creditor or shareholder thereof, or on
application of a receiver appointed for the corporation, may order a meeting of
the creditors or class of creditors or of the shareholders or a class of
shareholders to be affected by the proposed compromise or arrangement or
reorganization, to be summoned in such manner as the court
directs. If a majority in number representing 3/4 in value of the creditors or
class of creditors, or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or a reorganization, agree to
a compromise or arrangement or a reorganization of this corporation as a
consequence of the compromise or arrangement, the compromise or arrangement and
the reorganization, if sanctioned by the court to which the application has been
made, shall be binding on all the creditors or class of creditors, or on all the
shareholders or class of shareholders and also on this corporation.
Article VII. Any action required or permitted by this act to be taken
at an annual or special meeting of shareholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, is signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take the action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to shareholders
who have not consented in writing.
Article VIII. (a) The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he reasonable believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper. Any person entitled to indemnification against
expenses under this paragraph (b) shall, to the extent not prohibited by the
laws of Michigan and any other applicable law, also be entitled to
indemnification, and the corporation shall indemnify him, against judgments and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action or suit, upon the same terms and conditions and subject to the
same limitations as provided with respect to expenses.
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in paragraphs (a) and (b) of this
Article or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of this
Article (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in paragraphs (a) and (b).
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum (as defined in the Bylaws of the corporation) consisting of
directors who were not parties to such action, suit or proceeding, or (ii) if
such quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
(iii) by the shareholders. Notwithstanding the failure or refusal of the
directors, counsel and shareholders to make provision therefor, such
indemnification shall be made if a court of competent jurisdiction makes a
determination that the director, officer, employee or agent has a right to
indemnification hereunder in any specific case upon the application of such
director, officer, employee or agent.
(e) Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation.
(f) The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any statute, bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(g) The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article.
(h) For the purposes of this Article, references to "the
corporation" include all constituent corporations absorbed in a consolidation or
merger as well as the resulting or surviving corporation so that any person who
is or was a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise shall stand in the same position under
the provisions of this Article with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving corporation
in the same capacity.
(i) Neither the corporation nor its directors or officers nor
any person acting on its behalf shall be liable to anyone for any determination
as to the existence or absence of conduct which would provide a basis for making
or refusing to make any payment under this Article or for taking or omitting to
take any other action under this Article, in reliance upon the advice of
counsel.
Article VIII. The corporation reserves the right to amend, alter,
change or repeal any provisions contained in these Articles of Incorporation, in
the manner now or hereafter prescribed by the laws of Michigan, and all rights
conferred herein upon shareholders are granted subject to this reservation.
Article IX. A director of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) a violation of Section 551(1) of the Michigan
Business Corporation Act, or (iv) for any transaction from which the director
derived any improper personal benefit. If the Michigan Business Corporation Act
is amended after approval by the shareholders of this provision to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
* * * * *
These Second Restated Articles of Incorporation were duly adopted on
the 13th day of May, 1999, in accordance with the provisions of Section 642 of
the Act and were duly adopted by the Board of Directors without a vote of the
shareholders. These Second Restated Articles of Incorporation only restate and
integrate and do not further amend the provisions of the Articles of
Incorporation as heretofore amended and there is no material discrepancy between
those provisions and the provisions of these Second Restated Articles of
Incorporation.
Signed this 24th day of May, 1999.
By: /s/ Thomas F. Menacher
--------------------------------------
Name: Thomas F. Menacher
Title: Executive Vice President
(Series A Preferred Stock - Originally filed with the
Michigan Department of Commerce on July 28, 1986)
CERTIFICATE PURSUANT TO SECTION 302(4) OF THE
BUSINESS CORPORATIONS ACT CONTAINING THE
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF REPUBLIC BANCORP INC.
ESTABLISHING AND DESIGNATING A
SERIES OF PREFERRED STOCK AND PRESCRIBING
THE RELATIVE RIGHTS AND PREFERENCES THEREOF
WHEREAS, the Board of Directors of Republic Bancorp Inc. (the
"Company") has previously considered an intrastate public offering of
approximately $2,700,000 of convertible subordinated debentures, and 100,000
shares of its convertible preferred stock, no par value, $25 stated value, in
order to obtain funds for its corporate purposes and has previously entered into
a preliminary letter of intent with First of Michigan Corporation ("FOM") dated
June 12, 1986 (the "Letter of Intent"); and
WHEREAS, subsequent to the Letter of Intent the Board of Directors has
considered and now wishes to expand and approve the public offering to include
up to 184,000 shares of convertible preferred stock, 86,250 shares of common
stock, $5 par value ("Common Stock"), and $1,840,000 convertible subordinated
debentures, and also approve the execution of all instruments, agreements,
applications and other documents, and the performance of all acts appropriate to
effectuate such offerings; and
WHEREAS, in conjunction with said public offering the Board of
Directors is required to specifically authorize the series of preferred stock to
be issued and designate the rights, preferences and characteristics thereof;
1. NOW, THEREFORE, BE IT RESOLVED that the Company be and hereby is
authorized to issue a series of convertible preferred stock to be designated the
"Series A Convertible Preferred Stock" (hereinafter referred to as the "Series A
Preferred Stock"), having the following rights, preferences and characteristics:
a. Number of Shares; Stated Value.
The authorized number of Series A Preferred Stock is 184,000
shares, having no par value and having a stated value of $25 per share.
b. Dividends.
Holders of shares of the Series A Preferred Stock shall be
entitled to receive, when and if declared by the Board of Directors out of funds
of the Company legally available therefor, an annual cash dividend of $2.25 per
share, payable in quarterly installments on April 15, July 15, October 15 and
January 15 of each year commencing October 15, 1986. Dividends on the Series A
Preferred Stock shall be cumulative. Dividends shall be payable to holders of
record as they appear on the stock books of the Company on such record dates,
not
more than 60 days nor less than 10 days preceding the payment dates, as shall be
fixed by the Board of Directors.
When dividends are not paid in full upon the Series A
Preferred Stock and any other preferred stock ranking on a parity as to
dividends with the Series A Preferred Stock, all dividends declared upon shares
of Series A Preferred Stock and such other preferred stock will be declared pro
rata so that in all cases the amount of dividends declared per share on the
Series A Preferred Stock and such other preferred stock bear to each other the
same ratio that accumulated dividends per share on the shares of Series A
Preferred Stock and such other preferred stock bear to each other. Unless full
cumulative dividends on the Series A Preferred Stock have been paid, no
dividends (other than in Common Stock or any other stock ranking junior to the
Series A Preferred Stock as to dividends) may be paid or declared and set aside
for payment or other distribution made upon the Common Stock or on any other
stock of the Company ranking junior to the Series A Preferred Stock as to
dividends, nor shall any Common Stock or any other stock of the Company ranking
junior to the Series A Preferred Stock as to dividends be redeemed, purchased or
otherwise acquired for any consideration (or any payment made to or available
for a sinking fund for the redemption of any shares of such stock) by the
Company (except by conversion into or exchange for stock of the Company ranking
junior to the Series A Preferred Stock as to dividends).
c. Conversion Privilege.
Each share of Series A Preferred Stock shall be convertible,
unless previously redeemed, at any time at the option of the holder upon written
notice to the Company in form satisfactory to the Company into 1.852 shares of
the Company's Common Stock, $5 par value (the "Common Stock") (equivalent to a
conversion price of $13.50 per share of Common Stock), except that, if shares of
Series A Preferred Stock are called for redemption, the conversion rights will
terminate at the close of business on the business day prior to the date fixed
for redemption. This conversion rate is subject to adjustment upon the issuance
of Common Stock as a stock dividend, the combination or subdivision of the
Common Stock, or the issuance to all holders of Common Stock of rights or
warrants entitling them (for a period expiring within 45 days of the record date
for determination of holders entitled to receive such rights or warrants) to
subscribe for or purchase Common Stock at less than the current Market Value (as
defined below) at such record date, such adjustment to be that adjustment which
the Board of Directors deems necessary to permit the holder of any shares of
Series A Preferred Stock thereafter converted to be entitled to receive the
number of shares of Common Stock after the happening of any event described
above which he would have received had his Series A Preferred Stock been
converted immediately prior to such event. No adjustment of the conversion price
shall be required unless such adjustment would require a change of at least 1%
in the price then in effect; however, any such adjustment that would otherwise
be required to be made shall be carried forward and taken into account in any
subsequent adjustment. Except as stated above, the conversion price will not be
adjusted for the issuance of Common Stock or any securities convertible into or
exchangeable for Common Stock, or carrying the right to purchase any of the
foregoing, in exchange for cash, property or services.
The term Market Value shall mean that price per share which
the Company's Board of Directors determines to be the then current market price
per share of the Common Stock based upon the most recent arms length trade
reported to the Board of Directors if, in the
Board's judgment, there exists an established trading market in the Company's
Common Stock or if, in the Board's judgment, no such trading market then exists,
upon such other factors the Board deems relevant and appropriate. Once
established the Market Value will continue until such time as the Board
determines a new Market Value. The Board will endeavor, but shall not be
obligated, to review and establish the Market Value once each quarter.
In case of any reclassification or change of outstanding
shares of the class of Common Stock issuable upon conversion of the Series A
Preferred Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination), or in case of any merger or consolidation of the Company with one
or more other corporations (other than a merger or consolidation in which the
Company is the continuing corporation and which does not result in any
reclassification or change of outstanding shares of Common Stock issuable upon
conversion of the Series A Preferred Stock), or in case of the merger of the
Company into another corporation, or in case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, the holder of each share of Series A Preferred
Stock then outstanding shall have the right to convert such share into the kind
and amount of shares of capital stock or other securities and property
receivable upon such reclassification, change, consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock into which such
share of Series A Preferred Stock might have been converted immediately prior to
such reclassification, change, consolidation, merger, sale or conveyance. In the
case of a cash merger of the Company into another corporation or any other cash
transaction of the type mentioned above, the effect of these provisions would be
that the conversion features of the Series A Preferred Stock would thereafter be
limited to converting the Series A Preferred Stock at the conversion price in
effect at such time into the same amount of cash per share that such holder
would have received had such holder converted the Series A Preferred Stock into
Common Stock immediately prior to the effective date of such cash merger or
transaction.
No fractional shares or securities representing fractional
shares of Common Stock shall be issued upon conversion; any fractional interest
resulting from conversion shall be paid in cash based on the current Market
Value of the Common Stock at the close of business on the business day next
preceding the date of conversion.
Shares of Series A Preferred Stock surrendered for conversion
after the record date for a dividend payment but before such dividend is paid
must be accompanied by payment of an amount equal to the dividend thereon which
the holder of record is to receive on such dividend payment date.
d. Liquidation Rights.
In the event of any liquidation, dissolution or winding up of
the Company, the holders of shares of Series A Preferred Stock shall be entitled
to receive out of assets of the Company available for distribution to
shareholders, before any distribution of assets is made to holders of Common
Stock or preferred stock ranking junior to the Series A Preferred Stock in
liquidation rights, liquidating distributions in the amount of $25 per share
plus accumulated and unpaid dividends. If upon any liquidation, dissolution or
winding up of the Company, the amounts payable with respect to the Series A
Preferred Stock and any other preferred stock ranking as to any such
distribution on a parity with the Series A Preferred Stock are not paid in
full, the holders of the Series A Preferred Stock and of such other preferred
stock shall share ratably in any such distribution of assets in proportion to
the full respective preferential amounts to which they are entitled. After
payment of the full amount of the liquidating distribution to which they are
entitled, the holders of shares of Series A Preferred Stock shall not be
entitled to any further participation in any distribution of assets by the
Company.
e. Redemption.
The Series A Preferred Stock may be redeemed on at least 30
and not more than 60 days' prior written notice by first class mail addressed to
the holder at his address shown on the register maintained by the registrar at
the option of the Company, in whole or in part, at any time or from time to time
on or after July 15, 1989. Series A Preferred Stock redeemed during the 12-month
period beginning July 15 in each of the years set forth below, shall be redeemed
at the prices per share as follows:
Year Price
1989 ...........................$26.75
1990 ........................... 26.50
1991 ........................... 26.25
1992 ........................... 26.00
1993 ........................... 25.75
1994 ........................... 25.50
1995 ........................... 25.25
1996 and thereafter....... 25.00
together in each case with accumulated and unpaid dividends to the date fixed
for redemption. If full cumulative dividends on the Series A Preferred Stock
have not been paid, the Series A Preferred Stock shall not be redeemed in part
and the Company shall not purchase or acquire any share of Series A Preferred
Stock otherwise than pursuant to a purchase or exchange offer made on the same
terms to all holders of the Series A Preferred Stock. If less than all the
outstanding shares of Series A Preferred Stock are to be redeemed, the Company
will select those to be redeemed by lot or a substantially equivalent method.
Holders of Series A Preferred Stock called for redemption will not be entitled
to any dividends payable to holders of record on and after the redemption date.
f. Voting Rights.
Except as indicated below, the holders of shares of Series A
Preferred Stock have no voting rights. If the equivalent of six quarterly
dividends payable on the Series A Preferred Stock, or on any other preferred
stock ranking on a parity with the Series A Preferred Stock as to dividends, is
in arrears, the number of directors of the Company will be increased by two and
the holders of all outstanding shares of such preferred stock, voting as a
single class without regard to series, shall be entitled to elect the additional
two directors until all dividends in arrears have been paid or declared and set
apart for payment.
Without the vote or consent of the holders of at least
two-thirds of the number of shares of the Series A Preferred Stock and all other
outstanding preferred stock ranking on a
parity with the Series A Preferred Stock as to dividends, the Company shall not,
except for the series of preferred stock anticipated to be authorized and issued
in connection with the Company's acquisition of the Bellaire State Bank as
described in the Preliminary Prospectus dated June 19, 1986 (defined therein as
the "Series B Preferred Stock"), (i) create any class or classes of stock or
additional series of preferred stock ranking equal or prior to the Series A
Preferred Stock either as to dividends or upon liquidation or increase the
authorized number of shares of any class or classes of stock ranking equal or
prior to the Series A Preferred Stock either as to dividends or upon
liquidation, (ii) amend, alter or repeal any of the provisions of the Articles
of Incorporation of the Company or the resolutions of the Board creating the
Series A Preferred Stock so as to affect adversely the preferences or rights of
the Series A Preferred Stock, or (iii) authorize any reclassification of the
Series A Preferred Stock. In addition, without the vote or consent of the
holders of at least two-thirds of the number of shares of the Series A Preferred
Stock and all other outstanding preferred stock ranking on a parity with the
Series A Preferred Stock as to dividends then outstanding, the Company shall not
increase the authorized number of shares of the Series A Preferred Stock.
Upon the date of conversion of Series A Preferred Stock for
Common Stock, the rights of the holders of the Series A Preferred Stock as
holders of the Series A Preferred Stock of the Company shall terminate,
including all voting rights, and holders shall have only those rights afforded
to holders of Common Stock. Shares of Series A Preferred Stock which have been
converted shall be restored to the status of authorized but unissued preferred
stock.
g. No Preemptive Rights.
The holders of the Series A Preferred Stock shall not be
entitled, as of right, to purchase or subscribe for any shares of capital stock
of the Company, or to purchase or subscribe for any of its bonds, certificates
of indebtedness, debentures or other securities of any kind of the Company.
The undersigned, John M. Creighton, Vice President, Secretary
and Treasurer of Republic Bancorp Inc., does hereby certify that the foregoing
Certificate contains the resolutions of the Board of Directors of Republic
Bancorp Inc. establishing and designating its Series A Convertible Preferred
Stock and prescribing the relative rights and preferences thereof which were
duly adopted by the Board of Directors of Republic Bancorp Inc. at a duly
convened meeting thereof held on the 14th and 21st day of July, 1986, at which a
quorum was present and voting, and that the same have never been rescinded and
modified and that the same are in full force and in effect at the date hereof.
Adopted July 14, 1986 and July 21, 1986.
/s/ John M. Creighton
-----------------------------------------
John M. Creighton, Vice President,
Secretary and Treasurer
(Series B Preferred Stock - Originally filed with the
Michigan Department of Commerce on September 29, 1988)
CERTIFICATE PURSUANT TO SECTION 302(4)
OF THE BUSINESS CORPORATION ACT
CONTAINING RESOLUTIONS OF THE
BOARD OF DIRECTORS OF REPUBLIC BANCORP INC.
ESTABLISHING AND DESIGNATING A SERIES OF PREFERRED STOCK
AND PRESCRIBING ITS RELATIVE RIGHTS AND PREFERENCES
RESOLVED that the Company is authorized to issue a series of
convertible preferred stock to be designated the "Series B Convertible Preferred
Stock," having the following rights, preferences and characteristics:
a. Number of Shares; Stated Value
The authorized number of Series B Preferred Stock is 150,000
shares, having no par value and having a stated value of $25.00 per share.
b. Dividends
Subject to the priority right of holders of the Series A
Preferred Stock to be paid all accumulated dividends payable thereon prior to
any dividends being paid on the Series B Preferred Stock, holders of shares of
the Series B Preferred Stock will be entitled to receive, when and if declared
by the Board of Directors, an annual cash dividend of $2.25 per share, payable
in quarterly installments on April 15, July 15, October 15 and January 15 of
each year commencing October 15, 1988. Dividends on the Series B Preferred Stock
are cumulative. Dividends will be payable to holders of record as they appear on
the stock books of the Company on such record dates, not more than 60 days nor
less than 10 days preceding the payment dates, as shall be fixed by the Board of
Directors.
When dividends are not paid in full upon the Series B
Preferred Stock and any other preferred stock ranking on a parity as to
dividends with the Series B Preferred Stock, all dividends declared upon shares
of Series B Preferred Stock and such other preferred stock will be declared pro
rata so that in all cases the amount of dividends declared per share on the
Series B Preferred Stock and such other preferred stock bear to each other the
same ratio that accumulated dividends per share on the shares of Series B
Preferred Stock and such other preferred stock bear to each other. Unless full
cumulative dividends on the Series B Preferred Stock have been paid, no
dividends (other than in Common Stock or any other stock ranking junior to the
Series B Preferred Stock as to dividends) may be paid or declared and set aside
for payment or other distribution made upon the Common Stock or on any other
stock of the Company ranking junior to the Series B Preferred Stock as to
dividends, nor may any Common Stock or any other stock of the Company ranking
junior to the Series B Preferred Stock as to dividends be redeemed, purchased or
otherwise acquired for any consideration (or any payment made to or available
for a sinking fund for the redemption of any shares of such stock) by the
Company (except by conversion into or exchange for stock of the Company ranking
junior to the Series B Preferred Stock as to dividends).
The payment of dividends on the Series B Preferred Stock is
subject to the same restrictions as the payment of dividends on the Common
Stock.
c. Conversion Privilege
Each share of Series B Preferred Stock will initially be
convertible, unless previously redeemed, at any time at the option of the holder
upon written notice to the Company in form satisfactory to the Company into 2.5
shares of Common Stock (equivalent to a conversion price of $10.00 per share of
Common Stock). If any shares of Series B Preferred Stock are called for
redemption, the conversion rights terminate at the close of business on the
business day prior to the date fixed for redemption. The conversion rate for the
Series B Preferred Stock is subject to adjustment in certain cases, including
the issuance of Common Stock as a stock dividend; the combination or subdivision
of the Common Stock; or the issuance to all holders of Common Stock of rights or
warrants entitling them (for a period expiring within 45 days of the record date
for determination of holders entitled to receive such rights or warrants) to
subscribe for or purchase Common Stock at less than the current Market Value (as
defined below) at such record date. No adjustment of the conversion price will
be required unless such adjustment would require a change of at least 1% in the
price then in effect; however, any such adjustment that would otherwise be
required to be made will be carried forward and taken into account in any
subsequent adjustment. Except as stated above, the conversion price will not be
adjusted for the issuance of Common Stock or any securities convertible into or
exchangeable for Common Stock, or carrying the right to purchase any of the
foregoing, in exchange for cash, property or services.
The term Market Value shall mean that price per share which
the Company's Board of Directors determines to be the then current market price
per share of the Common Stock based upon the most recent arms length trade
reported to the Board of Directors if, in the Board's judgment, there exists an
established trading market in the Company's Common Stock or if, in the Board's
judgment, no such trading market then exists, upon such other factors the Board
deems relevant and appropriate. Once established the Market Value will continue
until such time as the Board determines a new Market Value. The Board will
endeavor, but shall not be obligated, to review and establish the Market Value
once each quarter.
In case of any reclassification or change of outstanding
shares of the class of Common Stock issuable upon conversion of the Series B
Preferred Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination), or in case of any merger or consolidation of the Company with one
or more other corporations (other than a merger or consolidation in which the
Company is the continuing corporation and which does not result in any
reclassification or change of outstanding shares of Common Stock issuable upon
conversion of the Series B Preferred Stock), or in case of the merger of the
Company into another corporation, or in case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, the holder of each share of Series B Preferred
Stock then outstanding shall have the right to convert such share into the kind
and amount of shares of capital stock or other securities and property
receivable upon such reclassification, change, consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock into which such
share of Series B Preferred Stock might have been converted immediately prior to
such reclassification, change, consolidation, merger, sale or conveyance. In the
case of a cash merger of the Company
into another corporation or any other cash transaction of the type mentioned
above, the effect of these provisions would be that the conversion features of
the Series B Preferred Stock would thereafter be limited to converting the
Series B Preferred Stock at the conversion price in effect at such time into the
same amount of cash per share that such holder would have received had such
holder converted the Series B Preferred Stock into Common Stock immediately
prior to the effective date of such cash merger or transaction. Depending upon
the terms of such cash merger or transaction, the aggregate amount of cash so
received on conversion could be more or less than the liquidation preference of
the Series B Preferred Stock.
No fractional shares or securities representing fractional
shares of Common Stock will be issued upon conversion; any fractional interest
resulting from conversion will be paid in cash based on the current Market Value
of the Common Stock at the close of business on the business day next preceding
the date of conversion.
Shares of Series B Preferred Stock surrendered for conversion
after the record date for a dividend payment but before such dividend is paid
must be accompanied by payment of an amount equal to the dividend thereon which
the holder of record is to receive on such dividend payment date. Therefore, if
a holder exercises conversion privileges between a record date and a payment
date for a Series B Preferred Stock dividend, such holder will forego such
dividend and will only be entitled to dividends paid on the Common Stock the
record date of which is on or after the conversion date.
d. Liquidation Rights
In the event of any liquidation, dissolution or winding up of
the Company, subject to the prior payment of liquidating distributions in the
amount of $25.00 per share of Series A Preferred Stock plus all accumulated and
unpaid dividends thereon, the holders of shares of Series B Preferred Stock will
be entitled to receive out of assets of the Company available for distribution
to shareholders, before any distribution of assets is made to holders of Common
Stock or preferred stock ranking junior to the Series B Preferred Stock in
liquidation rights, liquidating distributions in the amount of $25.00 per share
plus accumulated and unpaid dividends. If upon any liquidation, dissolution or
winding up of the Company, the amounts payable with respect to the Series B
Preferred Stock and any other preferred stock ranking as to any such
distribution on a parity with the Preferred Stock are not paid in full, the
holders of the Series B Preferred Stock and of such other preferred stock will
share ratably in any such distribution of assets in proportion to the full
respective preferential amounts to which they are entitled. After payment of the
full amount of the liquidating distribution to which they are entitled, the
holders of shares of Series B Preferred Stock will not be entitled to any
further participation in any distribution of assets by the Company.
e. Redemption
Provided no Series A Preferred Stock is then outstanding,
Series B Preferred Stock may be redeemed on at least 30 and not more than 60
days' prior written notice by first class mail addressed to the holder at his
address shown on the register maintained by the registrar at the option of the
Company, in whole or in part, at any time or from time to time on or after July
15, 1991. Series B Preferred Stock redeemed during the 12-month period beginning
July 15 in each of the years set forth below, shall be redeemed at the prices
per share as follows:
Series B Preferred Stock
Redemption Price
Year Price
1991 $26.75
1992 26.50
1993 26.25
1994 26.00
1995 25.75
1996 25.50
1997 25.25
1998 and thereafter 25.00
together in each case with accumulated and unpaid dividends to the date fixed
for redemption. If full cumulative dividends on the Series B Preferred Stock
have not been paid, the Series B Preferred Stock may not be redeemed in part and
the Company may not purchase or acquire any share of Series B Preferred Stock
otherwise than pursuant to a purchase or exchange offer made on the same terms
to all holders of the Series B Preferred Stock. If less than all the outstanding
shares of Series B Preferred Stock are to be redeemed, the Company will select
those to be redeemed by lot or a substantially equivalent method. Holders of
Series B Preferred Stock called for redemption will not be entitled to any
dividends payable to holders of record on and after the redemption date.
f. Voting Rights
Except as indicated below, the holders of shares of Series B
Preferred Stock have no voting rights. If the equivalent of six quarterly
dividends payable on the Series B Preferred Stock or on any other preferred
stock ranking on a parity with the Series B Preferred Stock as to dividends, is
in arrears, the number of directors of the Company will be increased by two and
the holders of all outstanding shares of such preferred stock, voting as a
single class without regard to series, will be entitled to elect the additional
two directors until all dividends in arrears have been paid or declared and set
apart for payment.
Without the vote or consent of the holders of at least
two-thirds of the number of shares of the Series B Preferred Stock and all other
outstanding preferred stock ranking on a parity with the Series B Preferred
Stock as to dividends, the Company shall not (i) create any class or classes of
stock or additional series of preferred stock ranking prior to the Series B
Preferred Stock either as to dividends or upon liquidation or increase the
authorized number of shares of any class or classes of stock ranking prior to
the Series B Preferred Stock either as to dividends or upon liquidation, (ii)
amend, alter or repeal any of the provisions of the Articles of Incorporation of
the Company or the resolutions of the Board creating the Series B Preferred
Stock so as to affect adversely the preferences or rights of the Series B
Preferred Stock, or (iii) authorize any reclassification of the Series B
Preferred Stock. In addition, without the vote or consent of the holders of at
least two-thirds of the number of shares of the Series B Preferred Stock and all
other outstanding preferred stock ranking on a parity with the Series B
Preferred Stock as to dividends then outstanding, the Company shall not increase
the authorized number of shares of the Preferred Stock. The Company reserves the
right to issue additional classes of
stock or series of preferred stock ranking pari passu with the Series B
Preferred Stock as to dividends or upon liquidation up to the full amount of the
authorized but unissued preferred stock of the Company existing as of the date
hereof.
Upon the date of conversion of Series B Preferred Stock for
Common Stock, the rights of the holders of the Series B Preferred Stock as
holders of the Series B Preferred Stock of the Company shall terminate,
including all voting rights, and holders shall have only those rights afforded
to holders of Common Stock. Shares of Series B Preferred Stock which have been
converted shall be restored to the status of authorized but unissued preferred
stock.
g. No Preemptive Rights
The holders of the Series B Preferred Stock shall not be
entitled, as of right, to purchase, or subscribe for any shares of capital stock
of the Company, or to purchase or subscribe for any of its bonds, certificates
of indebtedness, debentures or other securities of any kind of the Company.
The undersigned, John M. Creighton, Secretary of Republic
Bancorp Inc., does hereby certify that the foregoing Certificate contains the
Resolutions of the Board of Directors of Republic Bancorp Inc. establishing and
designating its Series B Convertible Preferred Stock and prescribing the
relative rights and preferences thereof which were duly authorized by the Board
of Directors of Republic Bancorp Inc. at duly convened meetings held on July 15,
1988 and August 11, 1988 at which a quorum was present and voting, and that the
same have never been rescinded and modified and are in full force and in effect
at the date hereof.
/s/ John M. Creighton
-----------------------------
John M. Creighton, Secretary
Dated: September 23, 1988
(Series C Preferred Stock - Originally filed with the
Michigan Department of Commerce on September 30, 1988)
CERTIFICATE PURSUANT TO SECTION 302(4)
OF THE BUSINESS CORPORATION ACT
CONTAINING RESOLUTIONS OF THE
BOARD OF DIRECTORS OF REPUBLIC BANCORP INC.
ESTABLISHING AND DESIGNATING A SERIES OF PREFERRED STOCK
AND PRESCRIBING ITS RELATIVE RIGHTS AND PREFERENCES
RESOLVED that the Company is authorized to issue a series of
convertible preferred stock to be designated the "Series C Convertible Preferred
Stock," having the following rights, preferences and characteristics:
a. Number of Shares; Stated Value
The authorized number of Series C Preferred Stock is 80,000
shares, having no par value and having a stated value of $25.00 per share.
b. Dividends
Subject to the priority right of holders of the Series A and
Series B Preferred Stock to be paid all accumulated dividends payable thereon
prior to any dividends being paid on the Series C Preferred Stock, holders of
shares of the Series C Preferred Stock will be entitled to receive, when and if
declared by the Board of Directors, an annual cash dividend of $2.25 per share,
payable in quarterly installments on April 15, July 15, October 15 and January
15 of each year commencing October 15, 1988. Dividends on the Series C Preferred
Stock are cumulative. Dividends will be payable to holders of record as they
appear on the stock books of the Company on such record dates, not more than 60
days nor less than 10 days preceding the payment dates, as shall be fixed by the
Board of Directors.
When dividends are not paid in full upon the Series C
Preferred Stock and any other preferred stock ranking on a parity as to
dividends with the Series C Preferred Stock, all dividends declared upon shares
of Series C Preferred Stock and such other preferred stock will be declared pro
rata so that in all cases the amount of dividends declared per share on the
Series C Preferred Stock and such other preferred stock bear to each other the
same ratio that accumulated dividends per share on the shares of Series C
Preferred Stock and such other preferred stock bear to each other. Unless full
cumulative dividends on the Series C Preferred Stock have been paid, no
dividends (other than in Common Stock or any other stock ranking junior to the
Series C Preferred Stock as to dividends) may be paid or declared and set aside
for payment or other distribution made upon the Common Stock or on any other
stock of the Company ranking junior to the Series C Preferred Stock as to
dividends, nor may any Common Stock or any other stock of the Company ranking
junior to the Series C Preferred Stock as to dividends be redeemed, purchased or
otherwise acquired for any consideration (or any payment made to or available
for a sinking fund for the redemption of any shares of such stock) by the
Company (except by conversion into or exchange for stock of the Company ranking
junior to the Series C Preferred Stock as to dividends).
The payment of dividends on the Series C Preferred Stock is
subject to the same restrictions as the payment of dividends on the Common
Stock.
c. Conversion Privilege
Each share of Series C Preferred Stock will initially be
convertible, unless previously redeemed, at any time at the option of the holder
upon written notice to the Company in form satisfactory to the Company into 2.5
shares of Common Stock (equivalent to a conversion price of $10.00 per share of
Common Stock). If any shares of Series C Preferred Stock are called for
redemption, the conversion rights terminate at the close of business on the
business day prior to the date fixed for redemption. The conversion rate for the
Series C Preferred Stock is subject to adjustment in certain cases, including
the issuance of Common Stock as a stock dividend; the combination or subdivision
of the Common Stock; or the issuance to all holders of Common Stock of rights or
warrants entitling them (for a period expiring within 45 days of the record date
for determination of holders entitled to receive such rights or warrants) to
subscribe for or purchase Common Stock at less than the current Market Value (as
defined below) at such record date. No adjustment of the conversion price will
be required unless such adjustment would require a change of at least 1% in the
price then in effect; however, any such adjustment that would otherwise be
required to be made will be carried forward and taken into account in any
subsequent adjustment. Except as stated above, the conversion price will not be
adjusted for the issuance of Common Stock or any securities convertible into or
exchangeable for Common Stock, or carrying the right to purchase any of the
foregoing, in exchange for cash, property or services.
The term Market Value shall mean that price per share which
the Company's Board of Directors determines to be the then current market price
per share of the Common Stock based upon the most recent arms length trade
reported to the Board of Directors if, in the Board's judgment, there exists an
established trading market in the Company's Common Stock or if, in the Board's
judgment, no such trading market then exists, upon such other factors the Board
deems relevant and appropriate. Once established the Market Value will continue
until such time as the Board determines a new Market Value. The Board will
endeavor, but shall not be obligated, to review and establish the Market Value
once each quarter.
In case of any reclassification or change of outstanding
shares of the class of Common Stock issuable upon conversion of the Series C
Preferred Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination), or in case of any merger or consolidation of the Company with one
or more other corporations (other than a merger or consolidation in which the
Company is the continuing corporation and which does not result in any
reclassification or change of outstanding shares of Common Stock issuable upon
conversion of the Series C Preferred Stock), or in case of the merger of the
Company into another corporation, or in case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, the holder of each share of Series C Preferred
Stock then outstanding shall have the right to convert such share into the kind
and amount of shares of capital stock or other securities and property
receivable upon such reclassification, change, consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock into which such
share of Series B Preferred Stock might have been converted immediately prior to
such reclassification, change, consolidation, merger, sale or conveyance. In the
case of a cash merger of the Company
into another corporation or any other cash transaction of the type mentioned
above, the effect of these provisions would be that the conversion features of
the Series C Preferred Stock would thereafter be limited to converting the
Series C Preferred Stock at the conversion price in effect at such time into the
same amount of cash per share that such holder would have received had such
holder converted the Series C Preferred Stock into Common Stock immediately
prior to the effective date of such cash merger or transaction. Depending upon
the terms of such cash merger or transaction, the aggregate amount of cash so
received on conversion could be more or less than the liquidation preference of
the Series C Preferred Stock.
No fractional shares or securities representing fractional
shares of Common Stock will be issued upon conversion; any fractional interest
resulting from conversion will be paid in cash based on the current Market Value
of the Common Stock at the close of business on the business day next preceding
the date of conversion.
Shares of Series C Preferred Stock surrendered for conversion
after the record date for a dividend payment but before such dividend is paid
must be accompanied by payment of an amount equal to the dividend thereon which
the holder of record is to receive on such dividend payment date. Therefore, if
a holder exercises conversion privileges between a record date and a payment
date for a Series C Preferred Stock dividend, such holder will forego such
dividend and will only be entitled to dividends paid on the Common Stock the
record date of which is on or after the conversion date.
d. Liquidation Rights
In the event of any liquidation, dissolution or winding up of
the Company, subject to the prior payment of liquidating distributions in the
amount of $25.00 per share of Series A and Series B Preferred Stock plus all
accumulated and unpaid dividends thereon, the holders of shares of Series C
Preferred Stock will be entitled to receive out of assets of the Company
available for distribution to shareholders, before any distribution of assets is
made to holders of Common Stock or preferred stock ranking junior to the Series
C Preferred Stock in liquidation rights, liquidating distributions in the amount
of $25.00 per share plus accumulated and unpaid dividends. If upon any
liquidation, dissolution or winding up of the Company, the amounts payable with
respect to the Series C Preferred Stock and any other preferred stock ranking as
to any such distribution on a parity with the Series C Preferred Stock are not
paid in full, the holders of the Series C Preferred Stock and of such other
preferred stock will share ratably in any such distribution of assets in
proportion to the full respective preferential amounts to which they are
entitled. After payment of the full amount of the liquidating distribution to
which they are entitled, the holders of shares of Series C Preferred Stock will
not be entitled to any further participation in any distribution of assets by
the Company.
e. Redemption
The Series C Preferred Stock may be redeemed on at least 30
and not more than 60 days' prior written notice by first class mail addressed to
the holder at his address shown on the register maintained by the registrar at
the option of the Company, in whole or in part, at any time or from time to
time, provided full cumulative dividends on the Series A and Series B Preferred
Stock have been paid. Each share of Series C Preferred Stock redeemed shall be
redeemed at its stated value plus all accumulated and unpaid dividends to the
date fixed for
redemption. If full cumulative dividends on the Series C Preferred Stock have
not been paid, the Series C Preferred Stock may not be redeemed in part and the
Company may not purchase or acquire any share of Series C Preferred Stock
otherwise than pursuant to a purchase or exchange offer made on the same terms
to all holders of the Series C Preferred Stock. If less than all the outstanding
shares of Series C Preferred Stock are to be redeemed, the Company will select
those to be redeemed by lot or a substantially equivalent method. Holders of
Series C Preferred Stock called for redemption will not be entitled to any
dividends payable to holders of record on and after the redemption date.
f. Voting Rights
Except as indicated below, the holders of shares of Series C
Preferred Stock have no voting rights. If the equivalent of six quarterly
dividends payable on the Series C Preferred Stock or on any other preferred
stock ranking on a parity with the Series C Preferred Stock as to dividends, is
in arrears, the number of directors of the Company will be increased by two and
the holders of all outstanding shares of such preferred stock, voting as a
single class without regard to series, will be entitled to elect the additional
two directors until all dividends in arrears have been paid or declared and set
apart for payment.
Without the vote or consent of the holders of at least
two-thirds of the number of shares of the Series C Preferred Stock and all other
outstanding preferred stock ranking on a parity with the Series C Preferred
Stock as to dividends, the Company shall not (i) create any class or classes of
stock or additional series of preferred stock ranking prior to the Series C
Preferred Stock either as to dividends or upon liquidation or increase the
authorized number of shares of any class or classes of stock ranking prior to
the Series C Preferred Stock either as to dividends or upon liquidation, (ii)
amend, alter or repeal any of the provisions of the Articles of Incorporation of
the Company or the resolutions of the Board creating the Series C Preferred
Stock so as to affect adversely the preferences or rights of the Series C
Preferred Stock, or (iii) authorize any reclassification of the Series C
Preferred Stock. The Company reserves the right to issue additional classes of
stock or series of preferred stock ranking pari passu with the Series C
Preferred Stock as to dividends or upon liquidation up to the full amount of the
authorized but unissued preferred stock of the Company existing as of the date
hereof.
Upon the date of conversion of Series C Preferred Stock for
Common Stock, the rights of the holders of the Series C Preferred Stock as
holders of the Series C Preferred Stock of the Company shall terminate,
including all voting rights, and holders shall have only those rights afforded
to holders of Common Stock. Shares of Series C Preferred Stock which have been
converted shall be restored to the status of authorized but unissued preferred
stock.
g. No Preemptive Rights
The holders of the Series C Preferred Stock shall not be
entitled, as of right, to purchase or subscribe for any shares of capital stock
of the Company, or to purchase or subscribe for any of its bonds, certificates
of indebtedness, debentures or other securities of any kind of the Company.
The undersigned, John M. Creighton, Secretary of Republic
Bancorp Inc., does hereby certify that the foregoing Certificate contains the
Resolutions of the Board of Directors of
Republic Bancorp Inc. establishing and designating its Series C Convertible
Preferred Stock and prescribing the relative rights and preferences thereof
which were duly authorized by the Board of Directors of Republic Bancorp Inc. at
a duly convened meeting held on September 15, 1988 at which a quorum was present
and voting, and that the same have never been rescinded and modified and are in
full force and in effect at the date hereof.
/s/ John M. Creighton
-----------------------------
John M. Creighton, Secretary
Dated: September 29, 1988