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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Metropolitan Financial Corp.
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-1109469
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
6001 Landerhaven Drive, Mayfield Heights, Ohio 44124
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing become effective
pursuant to General simultaneously with the
Instruction A(c)(1) please effectiveness of a
check the following box. [ ] concurrent registration
statement under the
Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Each Class is to be
to be so Registered Registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The Registrant incorporates herein by reference
the description of the Common Stock, without par value, contained under the
heading "Description of the Capital Stock" in the Prospectus filed as part of
the Registrant's Registration Statement on Form S-1 (Registration No. 333-
12381), filed with the Securities and Exchange Commission on September 20, 1996
(the "Registration Statement"), and as amended by any amendments to the
Registration Statement filed after the date of the filing of this Form 8-A.
ITEM 2. EXHIBITS.
Exhibit No. Description
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1. Form of Certificate of Common Stock, without
par value.
2. Amended and Restated Articles of Incorporation of
the Registrant (to be effective prior to the
consummation of the offering of the Registrant's
Common Stock, without par value, in connection with
the Registration Statement).
3. Amended and Restated Code of Regulations of the
Registrant (to be effective prior to the
consummation of the offering of the Registrant's
Common Stock, without par value, in connection
with the Registration Statement).
4. Form of Indenture entered into on December 1,
1995 between the Registrant and Boatmen's
Trust Company. Incorporated by reference to
Exhibit 4.1 to the Registrant's Amendment No.
1 to Registration Statement on Form S-1
(Registration No. 33-98380), filed on November
13, 1995.
In addition to the foregoing exhibits, the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 and
the Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996 and June 30, 1996 will be filed as exhibits to the copy of this Form 8-A
filed with Nasdaq.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Metropolitan Financial Corp.
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(Registrant)
Dated: October 11, 1996 By: /s/ David G. Lodge
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David G. Lodge, President,
Assistant Secretary, Assistant
Treasurer, and Director
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Exhibit 1
[FORM OF CERTIFICATE OF COMMON STOCK]
[FRONT OF CERTIFICATE]
[LOGO OF METROPOLITAN FINANCIAL CORP.]
METROPOLITAN FINANCIAL CORP.
Incorporated Under the Laws of the State of Ohio
COMMON STOCK
WITHOUT PAR VALUE
CUSIP NO.
This certifies that
is the owner of
shares of Common Stock fully paid and non-assessable of Metropolitan Financial
Corp. (the "Corporation") transferable only on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon surrender of
this Certificate properly endorsed.
This Certificate is not valid until countersigned by the Transfer Agent and
Registrar.
WITNESS the facsimile signatures of the duly authorized officers of the
Corporation.
Dated:
[Facsimile of Secretary] [Facsimile of President]
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Secretary President
Countersigned and Registered at Cincinnati, Ohio
FIFTH THIRD BANK, Transfer Agent and Register
By:
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Authorized Signature
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[BACK OF CERTIFICATE]
As required by Ohio law, the Corporation will mail to the record holder of this
Certificate, without charge, within five (5) days after receipt of written
request therefor, addressed to the Secretary of the Corporation at its principal
place of business, a copy of the express terms of the shares represented by this
Certificate and of all other classes and series of shares which the Corporation
is authorized to issue.
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - _________ Custodian ____________
(Cust) (Minor)
under Uniform Gifts to Minors Act
Act_____________________________
(State)
Additional abbreviations may also be used though not in the above list.
For value received, _________________________________________ hereby sells,
assigns and transfers unto (please insert Social Security Number or other
identifying number of assignee)(please print or typewrite name and address of
assignee)
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______of the shares represented by the within certificate and does hereby
irrevocably constitute and appoint______________________________________________
_____________________________________________________attorney to transfer the
said shares on the books of the within-named corporation with full power of
substitution in the premises.
Dated ,
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Notice: The signature to this
assignment must correspond with the
name as written upon the face of the
certificate in every particular,
without alteration or enlargement,
or any change whatever.
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SIGNATURE GUARANTEED:
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The signature should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved signature guarantee medallion program) pursuant to SEC Rule 17Ad-15.
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Exhibit 2
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
METROPOLITAN FINANCIAL CORP.
ARTICLE I
Name
The name of the corporation (hereinafter called the
"Corporation") is METROPOLITAN FINANCIAL CORP.
ARTICLE II
Principal Office
The principal office of the Corporation shall be
located in the City of Cleveland, County of Cuyahoga, State of Ohio.
ARTICLE III
Purposes
The purpose or purposes for which the Corporation is
formed are to engage in any lawful act or activity for which corporations may be
formed under the Ohio General Corporation Law.
ARTICLE IV
Authorized Shares of Capital Stock
The authorized number of shares of the Corporation is
20,000,000, of which 5,000,000 shall be shares of Class A Serial Preferred
Stock, without par value, as described in Part A of this Article IV (hereinafter
called "Class A Preferred Stock"), 5,000,000 shall be shares of Class B Serial
Preferred Stock, without par value, as described in Part B of this Article IV
(hereinafter called "Class B Preferred Stock"), and 10,000,000 shall be shares
of Common Stock, without par value, as described in Part C of this Article IV
(hereinafter called "Common Shares").
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The sole Common Share issued and outstanding
immediately prior to the effectiveness of these Amended and Restated Articles of
Incorporation shall, upon such effectiveness, thereby and thereupon be
automatically changed into 3,125,635 Common Shares. The officers of the
Corporation shall make such provisions as they deem necessary or appropriate to
provide for the exchange of the certificate for the sole Common Share issued and
outstanding for certificates for Common Shares reflecting the foregoing change.
The stated capital of the Corporation shall not change as a result of the
foregoing change.
The express terms of each class are as follows:
PART A
Express Terms of the Class A Preferred Stock
Section 1. SERIES.
The Class A Preferred Stock may be issued from time
to time in series. All shares of Class A Preferred Stock shall be of equal rank
and the express terms thereof shall be identical, except in respect of the terms
that may be fixed by the Board of Directors as hereinafter provided, and each
share of each series shall be identical with all other shares of such series,
except that in the case of series on which dividends are cumulative the dates
from which dividends are cumulative may vary to reflect differences in the dates
of issue. Subject to the provisions of Sections 2 through 4, inclusive, of this
Part A, which shall apply to all Class A Preferred Stock, the Board of Directors
is hereby authorized to cause shares of Class A Preferred Stock to be issued in
one or more series and with respect to each such series to fix:
(a) The designation of the series, which may be by
distinguishing number, letter, or title.
(b) The authorized number of shares of the series,
which number the Board of Directors may, except to the extent otherwise provided
in the creation of the series, from time to time, increase or decrease, but not
below the number of shares thereof then outstanding.
(c) The dividend rate or rates (which may be fixed or
adjustable) of the shares of the series.
(d) The dates on which dividends, if declared, shall
be payable and, in the case of series on which dividends are cumulative, the
dates from which dividends shall be cumulative.
(e) The redemption rights and price or prices, if
any, for shares of the series.
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(f) The amount, terms, conditions, and manner of
operation of any retirement or sinking fund to be provided for the purchase or
redemption of shares of the series.
(g) The amounts payable on shares of the series in
the event of any liquidation, dissolution, or winding up of the affairs of the
Corporation.
(h) Whether the shares of the series shall be
convertible into Common Shares or shares of any other series or class, and, if
so, the specification of such other class or series, the conversion price or
prices or rate or rates, any adjustment thereof, and all other terms and
conditions upon which such conversion may be made.
(i) The restrictions, if any, upon the issue of any
additional shares of the same series or of any other class or series.
The Board of Directors is authorized to adopt from
time to time amendments to these Amended and Restated Articles of Incorporation
fixing, with respect to each series, the matters described in clauses (a)
through (i), inclusive, of this Section 1.
Section 2. VOTING RIGHTS.
(a) The holders of Class A Preferred Stock shall be
entitled to one vote for each share of Class A Preferred Stock held by them,
respectively, on each matter properly submitted to shareholders for their vote,
consent, waiver, release or other action; and except as otherwise provided in
this Section 2 or required by law, the holders of Class A Preferred Stock and
holders of Common Shares shall vote together as one class on all matters.
(b) If the Corporation shall fail to pay full
cumulative dividends on any series of Class A Preferred Stock or Class B
Preferred Stock for six quarterly dividend payment periods, whether or not
consecutive, the number of directors will be increased by two, and the holders
of all outstanding series of Class A Preferred Stock and Class B Preferred
Stock, voting as a single class without regard to series, will be entitled to
elect such additional two directors until full cumulative dividends for all past
dividend payment periods on all series of Class A Preferred Stock and Class B
Preferred Stock have been paid or declared and set apart for payment or until
non-cumulative dividends have been paid regularly for at least one full year.
Such right to vote separately as a class to elect directors shall, when vested,
be subject, always, to the same provisions for the vesting of such right to
elect directors separately as a class in the case of future dividend defaults.
At any time when such right to elect directors separately as a class shall have
so vested, the Corporation may, and upon the written request of the holders of
record of not less than twenty percent of the total number of shares of the
Class A Preferred Stock and Class B Preferred Stock then outstanding shall, call
a special meeting of shareholders for the election of such directors. In the
case of such a written request,
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such special meeting shall be held within ninety days after the delivery of such
request and, in either case, at the place and upon the notice provided by law
and in the regulations of the Corporation, provided that the Corporation shall
not be required to call such a special meeting if such request is received less
than 120 days before the date fixed for the next ensuing annual meeting of
shareholders of the Corporation. Directors elected as aforesaid shall serve
until the next annual meeting of shareholders of the Corporation or until their
respective successors shall be elected and qualify. If, prior to the end of the
term of any director elected as aforesaid, a vacancy in the office of such
director shall occur during the continuance of a default in dividends on any
series of Class A Preferred Stock or Class B Preferred Stock by reason of death,
resignation or disability, such vacancy shall be filled for the unexpired term
by the appointment by the remaining director or directors elected as aforesaid
of a new director for the unexpired term of such former director.
(c) The affirmative vote or consent of the holders of
at least two-thirds of the then outstanding shares of Class A Preferred Stock,
given in person or by proxy, either in writing or at a meeting called for the
purpose at which the holders of Class A Preferred Stock shall vote separately as
a class, shall be necessary to effect any amendment, alteration, or repeal of
any of the provisions of these Amended and Restated Articles of Incorporation or
the regulations of the Corporation which would be substantially prejudicial to
the voting powers, rights, or preferences of the holders of Class A Preferred
Stock (but so far as the holders of Class A Preferred Stock are concerned, such
action may be effected with such vote or consent); provided, however, that
neither the amendment of these Amended and Restated Articles of Incorporation to
authorize or to increase the authorized or outstanding number of shares of any
class ranking junior to or on a parity with the Class A Preferred Stock, nor the
amendment of the regulations so as to change the number of directors of the
Corporation, shall be deemed to be substantially prejudicial to the voting
powers, rights, or preferences of the holders of Class A Preferred Stock (and
any such amendment referred to in this proviso may be made without the vote or
consent of the holders of the Class A Preferred Stock); and provided further
that if such amendment, alteration, or repeal would be substantially prejudicial
to the rights or preferences of one or more but not all then outstanding series
of Class A Preferred Stock, the affirmative vote or consent of the holders of at
least two-thirds of the then outstanding shares of the series so affected shall
be required.
(d) The affirmative vote or consent of the holders
of at least two-thirds of the then outstanding shares of Class A Preferred
Stock given in person or by proxy, either in writing or at a meeting called
for the purpose at which the holders of Class A Preferred Stock shall vote as
a single class shall be necessary to effect any one or more of the following:
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(i) The authorization of, or the increase in the
authorized number of, any shares of any class ranking prior to the
Class A Preferred Stock; or
(ii) The purchase or redemption for sinking fund
purposes or otherwise of less than all of the then outstanding Class A
Preferred Stock except in accordance with a purchase offer made to all
holders of record of Class A Preferred Stock, unless all dividends on
all Class A Preferred Stock then outstanding for all previous dividend
periods shall have been declared and paid or funds therefor set apart
and all accrued sinking fund obligations applicable thereto shall have
been complied with.
Section 3. PREEMPTIVE RIGHTS.
No holder of Class A Preferred Stock shall be
entitled as such as a matter of right to subscribe for or purchase any part of
any issue of shares of the Corporation, of any class whatsoever, or any part of
any issue of securities convertible into shares of the Corporation, of any class
whatsoever, and whether issued for cash, property, services or otherwise.
Section 4. DEFINITIONS.
For the purposes of this Part A:
(a) Whenever reference is made to shares "ranking
prior to the Class A Preferred Stock," such reference shall mean and include all
shares of the Corporation in respect of which the rights of the holders thereof
either as to the payment of dividends or as to distributions in the event of a
liquidation, dissolution or winding up of the Corporation are given preference
over the rights of the holders of Class A Preferred Stock.
(b) Whenever reference is made to shares "on a parity
with the Class A Preferred Stock," such reference shall mean and include all
shares of the Corporation in respect of which the rights of the holders thereof
either as to the payment of dividends or as to distributions in the event of a
liquidation, dissolution or winding up of the Corporation rank on an equality
or parity with the rights of the holders of Class A Preferred Stock.
(c) Whenever reference is made to shares "ranking
junior to the Class A Preferred Stock," such reference shall mean and include
all shares of the Corporation in respect of which the rights of the holders
thereof either as to the payment of dividends and as to distributions in the
event of a liquidation, dissolution or winding up of the Corporation are
junior or subordinate to the rights of the holders of Class A Preferred Stock.
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PART B
Express Terms of the Class B Preferred Stock
Section 1. SERIES.
The Class B Preferred Stock may be issued from time
to time in series. All shares of Class B Preferred Stock shall be of equal rank
and the express terms thereof shall be identical, except in respect of the terms
that may be fixed by the Board of Directors as hereinafter provided, and each
share of each series shall be identical with all other shares of such series,
except that in the case of series on which dividends are cumulative the dates
from which dividends are cumulative may vary to reflect differences in the dates
of issue. Subject to the provisions of Sections 2 through 4, inclusive, of this
Part B, which shall apply to all Class B Preferred Stock, the Board of Directors
is hereby authorized to cause shares of Class B Preferred Stock to be issued in
one or more series and with respect to each such series to fix:
(a) The designation of the series, which may be by
distinguishing number, letter, or title.
(b) The authorized number of shares of the series,
which number the Board of Directors may, except to the extent otherwise provided
in the creation of the series, from time to time, increase or decrease, but not
below the number of shares thereof then outstanding.
(c) The dividend rate or rates (which may be fixed or
adjustable) of the shares of the series.
(d) The dates on which dividends, if declared, shall
be payable and, in the case of series on which dividends are cumulative, the
dates from which dividends shall be cumulative.
(e) The redemption rights and price or prices, if
any, for shares of the series.
(f) The amount, terms, conditions, and manner of
operation of any retirement or sinking fund to be provided for the purchase or
redemption of shares of the series.
(g) The amounts payable on shares of the series in
the event of any liquidation, dissolution, or winding up of the affairs of the
Corporation.
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(h) Whether the shares of the series shall be
convertible into Common Shares or shares of any other series or class, and, if
so, the specification of such other class or series, the conversion price or
prices or rate or rates, any adjustment thereof, and all other terms and
conditions upon which such conversion may be made.
(i) The restrictions, if any, upon the issue of any
additional shares of the same series or of any other class or series.
The Board of Directors is authorized to adopt from
time to time amendments to these Amended and Restated Articles of Incorporation
fixing, with respect to each series, the matters described in clauses (a)
through (i), inclusive, of this Section 1.
Section 2. VOTING RIGHTS.
(a) Except as provided in this Section 2 or except as
required by applicable law, the holders of Class B Preferred Stock shall not be
entitled to vote upon matters presented to the shareholders.
(b) If the Corporation shall fail to pay full
cumulative dividends on any series of Class B Preferred Stock or Class A
Preferred Stock for six quarterly dividend payment periods, whether or not
consecutive, the number of directors will be increased by two, and the holders
of all outstanding series of Class B Preferred Stock and Class A Preferred
Stock, voting as a single class without regard to series, will be entitled to
elect such additional two directors until full cumulative dividends for all past
dividend payment periods on all series of Class B Preferred Stock and Class A
Preferred Stock have been paid or declared and set apart for payment or until
non-cumulative dividends have been paid regularly for at least one full year.
Such right to vote separately as a class to elect directors shall, when vested,
be subject, always, to the same provisions for the vesting of such right to
elect directors separately as a class in the case of future dividend defaults.
At any time when such right to elect directors separately as a class shall have
so vested, the Corporation may, and upon the written request of the holders of
record of not less than twenty percent of the total number of shares of the
Class B Preferred Stock and Class A Preferred Stock then outstanding shall, call
a special meeting of shareholders for the election of such directors. In the
case of such a written request, such special meeting shall be held within ninety
days after the delivery of such request and, in either case, at the place and
upon the notice provided by law and in the regulations of the Corporation,
provided that the Corporation shall not be required to call such a special
meeting if such request is received less than 120 days before the date fixed for
the next ensuing annual meeting of shareholders of the Corporation. Directors
elected as aforesaid shall serve until the next annual meeting of shareholders
of the Corporation or until their respective successors shall be elected and
qualify. If, prior to the end of the term of any director elected as aforesaid,
a vacancy in the office of such director shall occur during the continuance of a
default in dividends on any series of Class B Preferred Stock or Class A
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Preferred Stock by reason of death, resignation or disability, such vacancy
shall be filled for the unexpired term by the appointment by the remaining
director or directors elected as aforesaid of a new director for the unexpired
term of such former director.
(c) The affirmative vote or consent of the holders of
at least two-thirds of the then outstanding shares of Class B Preferred Stock,
given in person or by proxy, either in writing or at a meeting called for the
purpose at which the holders of Class B Preferred Stock shall vote separately as
a class, shall be necessary to effect any amendment, alteration, or repeal of
any of the provisions of these Amended and Restated Articles of Incorporation or
the regulations of the Corporation which would be substantially prejudicial to
the voting powers, rights, or preferences of the holders of Class B Preferred
Stock (but so far as the holders of Class B Preferred Stock are concerned, such
action may be effected with such vote or consent); provided, however, that
neither the amendment of these Amended and Restated Articles of Incorporation to
authorize or to increase the authorized or outstanding number of shares of any
class ranking junior to or on a parity with the Class B Preferred Stock, nor the
amendment of the regulations so as to change the number of directors of the
Corporation, shall be deemed to be substantially prejudicial to the voting
powers, rights, or preferences of the holders of Class B Preferred Stock (and
any such amendment referred to in this proviso may be made without the vote or
consent of the holders of the Class B Preferred Stock); and provided further
that if such amendment, alteration, or repeal would be substantially prejudicial
to the rights or preferences of one or more but not all then outstanding series
of Class B Preferred Stock, the affirmative vote or consent of the holders of at
least two-thirds of the then outstanding shares of the series so affected shall
be required.
(d) The affirmative vote or consent of the holders
of at least two-thirds of the then outstanding shares of Class B Preferred
Stock given in person or by proxy, either in writing or at a meeting called
for the purpose at which the holders of Class B Preferred Stock shall vote as
a single class shall be necessary to effect any one or more of the following:
(i) The authorization of, or the increase in the
authorized number of, any shares of any class ranking prior to the
Class B Preferred Stock; or
(ii) The purchase or redemption for sinking fund
purposes or otherwise of less than all of the then outstanding Class B
Preferred Stock except in accordance with a purchase offer made to all
holders of record of Class B Preferred Stock, unless all dividends on
all Class B Preferred Stock then outstanding for all previous dividend
periods shall have been declared and paid or funds therefor set apart
and all accrued sinking fund obligations applicable thereto shall have
been complied with.
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Section 3. PREEMPTIVE RIGHTS.
No holder of Class B Preferred Stock shall be
entitled as such as a matter of right to subscribe for or purchase any part of
any issue of shares of the Corporation, of any class whatsoever, or any part of
any issue of securities convertible into shares of the Corporation, of any class
whatsoever, and whether issued for cash, property, services or otherwise.
Section 4. DEFINITIONS.
For the purposes of this Part B:
(a) Whenever reference is made to shares "ranking
prior to the Class B Preferred Stock," such reference shall mean and include all
shares of the Corporation in respect of which the rights of the holders thereof
either as to the payment of dividends or as to distributions in the event of a
liquidation, dissolution or winding up of the Corporation are given preference
over the rights of the holders of Class B Preferred Stock.
(b) Whenever reference is made to shares "on a parity
with the Class B Preferred Stock," such reference shall mean and include all
shares of the Corporation in respect of which the rights of the holders thereof
either as to the payment of dividends or as to distributions in the event of a
liquidation, dissolution or winding up of the Corporation rank on an equality
or parity with the rights of the holders of Class B Preferred Stock.
(c) Whenever reference is made to shares "ranking
junior to the Class B Preferred Stock," such reference shall mean and include
all shares of the Corporation in respect of which the rights of the holders
thereof either as to the payment of dividends and as to distributions in the
event of a liquidation, dissolution or winding up of the Corporation are
junior or subordinate to the rights of the holders of Class B Preferred Stock.
PART C
Express Terms of Common Shares
Section 1. GENERAL.
The holders of Common Shares shall be entitled to one
vote for each Common Share held by them, respectively, on each matter properly
submitted to shareholders for their vote, consent, waiver, release or other
action.
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Section 2. PREEMPTIVE RIGHTS.
No holder of Common Shares shall be entitled as such
as a matter of right to subscribe for or purchase any part of any issue of
shares of the Corporation of any class whatsoever, or any part of any issue of
securities convertible into shares of the Corporation, of any class whatsoever,
and whether issued for cash, property, services, or otherwise.
PART D
Cumulative Voting
No holder of shares of any class of the Corporation
may cumulate his or her voting power.
ARTICLE V
Purchase of Shares
Subject to the provisions of Article IV hereof, the
Corporation, by action of its directors, and without action by its shareholders,
may, from time to time, purchase its own shares of any class in accordance with
the provisions of the Ohio General Corporation Law; and such purchase may be
made either in the open market, or at public or private sales, in such manner
and amounts, from such holder or holders of outstanding shares of the
Corporation and at such price as the directors shall, from time to time,
determine.
ARTICLE VI
Voting
Any proposal which, under applicable law, requires
the approval of holders of shares of the Corporation:
(1) to adopt an amendment to these articles of incorporation (which
term includes amended and restated articles of incorporation),
(2) to sell, exchange, transfer, or otherwise dispose of all, or
substantially all, the assets of the Corporation,
(3) to effect a merger or consolidation involving the Corporation,
(4) to effect a combination or majority share acquisition (as such
terms are defined by the laws of the State of Ohio), or
(5) to dissolve, liquidate, or wind up the affairs of the Corporation,
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may be authorized and approved by the affirmative vote of the holders of shares
entitling them to exercise a majority of the voting power of the Corporation on
such proposal and, if a proposal upon which holders of shares of a particular
class or classes are required to vote separately as a class by other provisions
of these articles of incorporation or law, by the affirmative vote of the
holders of shares entitling them to exercise a majority of the voting power of
such class or classes, except as otherwise provided in Section 2 of Part A and
Section 2 of Part B of Article IV with respect to the Class A Preferred Stock
and Class B Preferred Stock of the Corporation. Notwithstanding the foregoing,
the provisions of this Article VI shall not reduce the vote of shareholders
required to approve a transaction which requires shareholder approval under
Chapter 1704 of the Ohio Revised Code.
ARTICLE VII
Transactions with Directors or Officers
A director or officer of the Corporation shall not be disqualified by
his or her office from dealing or contracting with the Corporation as a seller,
purchaser, employee, agent, or otherwise, nor shall any contract or transaction
be void or voidable with respect to the Corporation for the reason that it is
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other person in which one or more of its directors or
officers are directors, trustees, or officers, or have a financial or personal
interest, or for the reason that one or more interested directors or officers
participate in or vote at the meeting of the directors or a committee thereof
that authorizes such contract or transaction, if in any such case (a) the
material facts as to his, her or their relationship or interest and as to the
contract or transaction are disclosed or are known to the directors or the
committee and the directors or committee, in good faith reasonably justified by
such facts, authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested directors
constitute less than a quorum of the directors or the committee; or (b) the
material facts as to his, her or their relationship or interest and as to the
contract or transaction are disclosed or are known to the shareholders entitled
to vote thereon and the contract or transaction is specifically approved at a
meeting of the shareholders held for such purpose by the affirmative vote of the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation held by persons not interested in the contract or transaction;
or (c) the contract or transaction is fair as to the Corporation as of the time
it is authorized or approved by the directors, a committee thereof, or the
shareholders.
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Exhibit 3
AMENDED AND RESTATED
CODE OF REGULATIONS
OF
METROPOLITAN FINANCIAL CORP.
ARTICLE I
Meetings of Shareholders
SECTION 1. PLACE OF MEETING. All meetings of the
shareholders of the Corporation shall be held at the office of the Corporation
or at such other places, within or without the State of Ohio, as may from time
to time be determined by the Board of Directors, the Chairman of the Board, or
the President and specified in the notice of such meeting.
SECTION 2. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors, the consideration
of reports to be laid before such meeting, and the transaction of such other
business as may properly come before the meeting shall be held on the second
Tuesday of May in each year, if not a legal holiday under the laws of the place
where the meeting is to be held, and, if a legal holiday, then on the next
succeeding day not a legal holiday under the laws of such place, or on such
other date and at such hour as may from time to time be determined by the Board
of Directors, the Chairman of the Board, or the President and specified in the
notice of such meeting.
SECTION 3. SPECIAL MEETINGS. Except as otherwise
required by law and subject to the rights of the holders of any class or series
of preferred stock of the Corporation, special meetings of the shareholders for
any purpose or purposes may be called only by (i) the Chairman of the Board,
(ii) the President, or, in the case of the President's absence, death, or
disability, the vice-president authorized to exercise the authority of the
President, (iii) the Board of Directors by action at a meeting, or a majority of
the entire authorized Board of Directors acting without a meeting, or (iv) the
persons who hold 50% of all shares outstanding and entitled to vote at the
special meeting.
Upon request in writing delivered either in person or
by registered mail to the President or the Secretary, by any persons entitled to
call a meeting of shareholders, such officer shall forthwith cause to be given
to the shareholders entitled thereto notice of a meeting to be held on a date
not less than seven nor more than 60 days after the receipt of such request, as
such officer may fix. If such notice is not given within 30 days after the
delivery or mailing of such request, the persons calling the meeting may fix the
time of the meeting and give notice thereof in the manner provided by law or as
provided in these Regulations, or cause such notice to be given by any
designated representative.
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SECTION 4. NOTICE OF MEETINGS. Except as otherwise
provided by law, written notice of each meeting of the shareholders, whether
annual or special, shall be given, either by personal delivery or by mail, not
less than seven nor more than 60 days before the date of the meeting to each
shareholder of record entitled to notice of the meeting, by or at the direction
of the Chairman of the Board, President or Secretary or any other person or
persons required or permitted by these Regulations to give such notice. If
mailed, such notice shall be deemed given when deposited in the United States
mail, postage prepaid, directed to the shareholder at such shareholder's address
as it appears on the records of the Corporation. Each such notice shall state
the place, date, and hour of the meeting, and the purpose or purposes for which
the meeting is called. Notice of adjournment of a meeting of shareholders need
not be given if the time and place to which it is adjourned are fixed and
announced at such meeting.
SECTION 5. QUORUM. Except as otherwise provided by
law or by the Articles of Incorporation of the Corporation, the holders of
shares entitled to exercise a majority of the voting power of the Corporation at
the meeting shall constitute a quorum for the transaction of business at any
meeting of the shareholders; provided, however, that no action required by law,
by the Articles of Incorporation of the Corporation, or by these Regulations to
be authorized or taken by the holders of a designated proportion of the shares
of any particular class or of each class of the Corporation may be authorized or
taken by a lesser proportion.
SECTION 6. ADJOURNMENTS. The holders of a majority of
the voting shares represented at a meeting, whether or not a quorum is present,
may adjourn such meeting from time to time.
SECTION 7. ADVANCE NOTICE OF SHAREHOLDER PROPOSALS.
No proposal made by a shareholder of the Corporation shall be eligible to be
submitted to the shareholders for their approval or adoption at any annual or
special meeting of shareholders unless all of the following requirements are
met:
(1) the shareholder submitting the proposal (the "proponent")
submits the proposal to the Corporation in writing at the Corporation's
principal executive offices;
(2) at the time the proponent submits such proposal the
proponent is a shareholder of record of the Corporation and continues
to be a shareholder of record of the Corporation as of the close of
business on the record date for determining shareholders entitled to
notice of and to vote at such annual or special meeting of
shareholders, in both instances as reflected in the shareholder records
of the Corporation;
(3) at the time the proponent submits such proposal the
proponent provides the Corporation in writing with the proponent's
name, address, the number of and class of all shares of each class of
stock of the Corporation beneficially owned (within the meaning of Rule
13d-3 promulgated under the
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Securities Exchange Act of 1934, as amended), by such shareholder, the
date upon which the proponent acquired such securities, any material
interest of the proponent in the proposal (other than as a
shareholder), a brief written statement of the reasons why the
proponent favors the proposal, and a list of all other proposals
submitted by the proponent to the Corporation during the preceding five
years; and
(4) the proposal is received at the Corporation's principal
executive offices (A) in the case of a proposal to be acted upon at an
annual meeting of shareholders, not less than 120 calendar days in
advance of the date of the Corporation's proxy statement released to
shareholders in connection with the previous year's annual meeting of
shareholders, or, if no annual meeting was held in the previous year, a
reasonable time (as determined by the Corporation in its sole
discretion) before the current year's annual meeting; and (B) in the
case of a proposal to be acted upon at a special meeting of
shareholders, a reasonable time (as determined by the Corporation in
its sole discretion) before the special meeting.
Notwithstanding the foregoing provisions of this
Section 7, in the case of any proposal that the Corporation is required to
include in its proxy statement and form of proxy under the provisions of Rule
14a-8 (as from time to time amended) promulgated under the Securities Exchange
Act of 1934, as amended (or any similar or successor rule or regulation under
that or any successor act), compliance by the proponent with all of the
requirements of such rule shall be deemed to constitute compliance with the
provisions of this Section 7.
The person presiding at the meeting, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall determine whether such notice under this Section 7 or under
Section 2(b) of Article II, as applicable, has been duly given and shall direct
that proposals and nominees not be considered if such notice (together with all
required information to be submitted by such shareholder under this Section 7 or
under Section 2(b) of Article II, as applicable) has not been given.
ARTICLE II
Directors
SECTION 1. NUMBER, CLASSIFICATION, AND TERM OF
OFFICE. The Board of Directors shall be divided into three classes. The
respective terms of the three classes of directors are staggered so that at any
time the term of one class will expire at the next annual meeting of
shareholders thereafter occurring, the term of a second class will expire at the
second annual meeting of shareholders thereafter occurring, and the term of a
third class will expire at the third annual meeting of shareholders thereafter
occurring. At each annual meeting of shareholders of the Corporation, the
successors to the directors of the class whose term will expire in
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that year shall be elected to hold office for a term expiring at the annual
meeting of shareholders occurring in the third year after the date of their
election. In each instance directors shall hold office until their successors
are chosen and qualified, or until the earlier death, retirement, resignation,
or removal of any such director as provided in Sections 11 and 12 of this
Article II.
At the Effective Time (as defined below), the number
of directors of the Corporation shall be 11, divided into three classes as
follows: one class of three directors whose term will expire at the next annual
meeting of shareholders occurring after the Effective Time, one class of four
directors whose term will expire at the second annual meeting of shareholders
occurring after the Effective Time, and one class of four directors whose term
will expire at the third annual meeting of shareholders occurring after the
Effective Time. "Effective Time" shall mean the date of the closing of the
initial public offering of shares of Common Stock of the Corporation.
The Board of Directors or the shareholders may from
time to time fix or change the size of the Board of Directors to a total number
of not fewer than 8 directors and no more than 14 directors. The Board of
Directors may fix or change the number of directors by the affirmative vote of a
majority of the entire authorized Board. The shareholders may, subject to the
limitations contained in the first sentence of this paragraph regarding the
number of directors, fix or change the number of directors at a meeting of the
shareholders called for the purpose of electing directors (i) by the affirmative
vote of the holders of shares entitling them to exercise three-quarters of the
voting power of the Corporation represented at the meeting and entitled to elect
directors or (ii) if the proposed change in the number of directors is
recommended by a majority of the entire authorized Board of Directors, by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power of the Corporation represented at the meeting and entitled
to elect directors. If the Board of Directors or the shareholders change the
number of directors, the three classes of the Board of Directors shall be
divided into as equal a number of directors as possible, with the Board of
Directors or the shareholders, as the case may be, fixing or determining the
adjustment to be made in each class. No reduction in the number of directors
shall of itself have the effect of shortening the term of an incumbent director.
In the event that the Board of Directors increases the number of directors, it
may fill the vacancy or vacancies created by the increase in the number of
directors for the respective unexpired terms in accordance with the provisions
of Section 13 of this Article II. In the event the shareholders increase the
number of directors and fail to fill the vacancy or vacancies created thereby,
the Board of Directors may fill such vacancy or vacancies for the respective
unexpired terms in accordance with the provisions of Section 13 of this Article
II.
The foregoing provisions of this Section 1 are
subject to the automatic increase by two in the authorized number of directors
and the right of the holders of any class or series of preferred stock of the
Corporation to elect two directors of the Corporation during any time when
dividends payable on such shares are in arrears, all as set forth in the
Articles of Incorporation
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of the Corporation and/or the express terms of the preferred stock of the
Corporation.
SECTION 2. NOMINATIONS. Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors. Subject to the rights of the holders of any class or
series of preferred stock of the Corporation, nominations for the election of
directors may be made only:
(a) by the affirmative vote of a majority of the entire
authorized Board of Directors, or
(b) by any shareholder of the Corporation entitled to vote for
the election of directors at a meeting, but only if written notice of
such shareholder's intent to make such nomination is given to the
Secretary of the Corporation, delivered to or mailed and received
at the Corporation's principal executive offices, not less than 60 nor
more than 90 days prior to the meeting; provided, however, that in the
event that less than 75 days' notice to the shareholders or prior
public disclosure of the date of the meeting is given or made, the
written notice of such shareholder's intent to make such nomination
must be given to the Secretary not later than the close of business on
the fifteenth day following the earlier of the day on which such
notice of the date of the meeting was mailed or such public disclosure
was made. Each such notice of a shareholder's intent to make a
nomination shall set forth: (A) as to each person who is not an
incumbent director when the shareholder proposes to nominate such
person for election as a director: (1) the name, age, business
address, and residence address of such person, (2) the principal
occupation or employment of such person for the last five years, (3)
the class and number of shares of capital stock of the Corporation
which are beneficially owned by such person, (4) all positions of such
person as a director, officer, partner, employee, or controlling
shareholder of any corporation or other business entity, (5) any prior
position as a director, officer, or employee of a depository
institution or any company controlling a depository institution, (6)
any other information regarding such person that would be required
pursuant to paragraphs (a), (d), (e) and (f) of Item 401 of Regulation
S-K adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulations subsequently adopted by
the Securities and Exchange Commission applicable to the Corporation)
to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had such person been
nominated, or intended to be nominated, by the Board of Directors, and
(7) the written consent of each nominee to serve as a director of the
Corporation if so elected, and (B) as to the shareholder giving the
notice: (1) the name and record address of such shareholder, (2) a
representation that the shareholder is a holder of record of shares of
the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons
specified in the notice, (3) a description of all
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arrangements or understandings between the shareholder and each nominee
and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder, and (4) the class and number of shares of capital stock of
the Corporation which are beneficially owned (within the meaning of
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended) by such shareholder.
No person shall be eligible for election as a director unless nominated in
compliance with the forgoing procedure.
SECTION 3. PLACE OF MEETING. The Board of Directors
may hold its meetings at such place or places within or without the State of
Ohio as the Board may from time to time determine or as shall be specified or
fixed in the respective notices or waivers of notice thereof.
SECTION 4. REGULAR MEETINGS OF THE BOARD. Regular
meetings of the Board of Directors shall be held at such times and places as the
Board shall from time to time determine. If any day fixed for a regular meeting
shall be a legal holiday under the laws of the place where the meeting is to be
held, the meeting which would otherwise be held on that day shall be held at the
same hour on the next succeeding business day or at such other time and place as
the Board shall determine.
SECTION 5. SPECIAL MEETINGS OF THE BOARD. Special
meetings of the Board of Directors shall be held whenever called by the Chairman
of the Board or the President or by a majority of the directors then in office.
SECTION 6. NOTICE OF MEETINGS. Notice of regular
meetings of the Board of Directors or any adjourned meeting thereof need not be
given. Notice of each special meeting of the Board shall be mailed to each
director, addressed to such director at such director's residence or usual place
of business, at least two days before the day on which the meeting is to be held
or shall be sent to such director at such place by telegraph, telex or
telecopier (or similar facsimile transmission), or be given personally or by
telephone, not later than the day before the meeting is to be held, but notice
need not be given to any director who shall, either before or after the meeting,
submit a signed waiver of such notice or who shall attend such meeting without
protesting prior to or at its commencement, the lack of notice to such director.
Every such notice shall state the time and place but need not state the purpose
of the meeting.
SECTION 7. ACTION WITHOUT MEETING. Any action
required or permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be authorized or taken without a meeting with the
affirmative vote or approval of, and in a writing or writings signed by, all the
directors or all the committee members, which writing or writings are filed with
or entered upon the records of the Corporation.
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SECTION 8. QUORUM, ADJOURNMENTS, AND MANNER OF
ACTING. Except as otherwise provided by law, the Articles of Incorporation of
the Corporation, or these Regulations, a majority of the entire authorized
Board of Directors shall constitute a quorum for the transaction of business at
any meeting of the Board. Except as otherwise provided by law, the Articles of
Incorporation of the Corporation, or these Regulations, the affirmative vote of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board. In the absence of a quorum, a majority of the
directors present at a meeting duly held may adjourn the meeting to another
time and place. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the originally
called meeting.
Notwithstanding the foregoing provisions of this
Section 8, the affirmative vote of at least two-thirds of the entire authorized
Board of Directors shall be required for the approval of any of the
following transactions: (a) any merger or consolidation of the Corporation (i)
with any interested shareholder, as such term is defined in Chapter 1704 of the
Ohio Revised Code, or (ii) with any other corporation if the merger or
consolidation is caused by any interested shareholder, (b) any recommendation
or approval of any transaction as a result of which any person will become an
interested shareholder, (c) any merger or consolidation involving the
Corporation and any other corporation with assets having an aggregate book
value equal to 50% or more of the aggregate book value of all the assets of the
Corporation determined on a consolidated basis, (d) any liquidation or
dissolution of the Corporation, (e) any sale, lease, exchange, mortgage,
pledge, transfer, or other disposition (in one transaction or a series of
transactions) to or with an interested shareholder of assets of the Corporation
which assets have an aggregate book value equal to 10% or more of the aggregate
book value of all the assets of the Corporation determined on a consolidated
basis, (f) any sale, lease, exchange, mortgage, pledge, transfer, or other
disposition (in one transaction or a series of transactions) to or with any
person of assets of the Corporation which assets have an aggregate book value
equal to 25% or more of the aggregate book value of all the assets of the
Corporation determined on a consolidated basis, (g) any transaction which
results in the issuance or transfer by the Corporation of more than 15% of the
voting stock of the Corporation to any person, (h) any transaction
involving the Corporation which has the effect, directly or indirectly, of
increasing the proportionate share of the stock or securities of any class or
series of the Corporation which is owned by an interested shareholder, (i) any
transaction requiring the amendment of any provision of the Articles of
Incorporation of the Corporation if to amend such provision otherwise would
require an affirmative vote of at least two-thirds of the entire authorized
Board of Directors or any transaction requiring the amendment of any provision
of these Regulations if to amend such provision otherwise would require an
affirmative vote of at least two-thirds of the entire authorized Board of
Directors of the Corporation (provided, however, if the amendment of any
provision of these Regulations requires an affirmative vote of more than
two-thirds of the entire authorized Board of Directors, any transactions having
the same effect may only be authorized by the vote required
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to amend such provision of these Regulations), and (j) any receipt by an
interested shareholder, other than proportionately as a shareholder of the
Corporation, of the benefit, directly or indirectly, of any loans, advances,
guarantees, pledges, or other financial benefits provided through the
Corporation.
SECTION 9. COMMITTEES. The Board of Directors may at
any time appoint from its members an Executive, Audit, or other committee or
committees, consisting of such number of members, not less than three, as the
Board of Directors may deem advisable, together with such alternates as the
Board of Directors may deem advisable, to take the place of any absent member or
members at any meeting of the committee. Each member and each alternate shall
hold office at the direction of the Board of Directors. Any committee shall act
only in the intervals between meetings of the Board of Directors and shall have
such authority of the Board of Directors as may, from time to time, be delegated
by the Board of Directors, except the authority to fill vacancies in the Board
of Directors or in any committee of the Board of Directors. Subject to these
exceptions, any person dealing with the Corporation shall be entitled to rely
upon any act or authorization of any act by any committee to the same extent as
an act or authorization of the Board of Directors. Each committee shall keep
full and complete records of all meetings and actions, which shall be open to
inspection by the directors. Unless otherwise ordered by the Board of Directors,
any committee may prescribe its own rules for calling and holding meetings,
including telephone meetings, and for its own method of procedure, and may act
at a meeting, including a telephone meeting, by a majority of its members or
without a meeting by a writing or writings signed by all of its members.
SECTION 10. PARTICIPATION IN MEETING BY MEANS OF
COMMUNICATIONS EQUIPMENT. Any one or more members of the Board of Directors or
any committee thereof may participate in any meeting of the Board or of any
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.
SECTION 11. RESIGNATIONS. Any director of the
Corporation may resign at any time by oral statement to that effect made at a
meeting of the Board of Directors or any committee thereof or by giving written
notice to the Board of Directors, the Chairman of the Board, the President, or
the Secretary of the Corporation. Such resignation shall take effect at the date
of receipt of such notice or at any later date specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 12. REMOVAL OF DIRECTORS. The Board of
Directors may remove any director and thereby create a vacancy on the Board:
(a) if by order of court the director has been found to be of unsound mind or
has been adjudicated a bankrupt or (b) if within 60 days from the date of the
director's election he or she does not qualify by accepting in writing the
election to such office or by acting at a meeting of directors.
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All the directors, or all of the directors of a
particular class, or any individual director, may be removed from office,
without assigning any cause, by the affirmative vote of the holders of shares
entitling them to exercise three-quarters of the voting power of the Corporation
entitled to elect directors in place of those to be removed. In case of any such
removal, a new director nominated in accordance with Section 2 of this Article
II may be elected at the same meeting for the unexpired term of each director
removed. Failure to elect a director to fill the unexpired term of any director
removed shall be deemed to create a vacancy on the Board.
SECTION 13. VACANCIES. Any vacancies on the Board of
Directors resulting from death, resignation, removal, or other cause shall only
be filled by the affirmative vote of a majority of the remaining directors then
in office, even though less than a quorum of the Board of Directors, or by a
sole remaining director. Newly created directorships resulting from any increase
in the number of directors by action of the Board of Directors shall be filled
by the affirmative vote of a majority of the directors then in office, or if not
so filled, by the shareholders at the next annual meeting thereof or at a
special meeting called for that purpose in accordance with Section 4 of Article
I of these Regulations. In the event the shareholders increase the authorized
number of directors in accordance with these Regulations but fail at the meeting
at which such increase is authorized, or an adjournment of that meeting, to
elect the additional directors provided for, or if the shareholders fail at any
meeting to elect the whole authorized number of directors, such vacancies may be
filled by the affirmative vote of a majority of the directors then in office.
Any director elected in accordance with the three preceding sentences of this
Section 13 shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified. The
provisions of this Section 13 shall not restrict the rights of the holders of
any class or series of preferred stock of the Corporation to fill vacancies in
directors elected by such holders as provided by the express terms of the
preferred stock.
ARTICLE III
Officers
SECTION 1. DESIGNATIONS. The Board of Directors shall
elect a Chairman of the Board, a President, such number of Executive
Vice-Presidents, Senior Vice-Presidents and Vice-Presidents as the Board may
from time to time determine, a Secretary and a Treasurer. The Board of Directors
may from time to time create such offices and appoint such other officers,
subordinate officers and assistant officers as it may determine. The Chairman of
the Board of Directors shall be, but the other officers need not be, chosen from
among the members of the Board of Directors.
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SECTION 2. TERM AND REMOVAL. The officers of the
Corporation shall hold office until their successors are chosen and have
qualified, or until any such officer has resigned or is removed. Any officer
elected or appointed by the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the
Board shall serve as chairman of all executive committees of the Corporation and
preside at all meetings of the Board of Directors, and shall have such other
powers and duties as may be prescribed by the Board of Directors.
SECTION 4. PRESIDENT. The President shall have
general and active management of the business of the Corporation. The President
shall preside at all meetings of the shareholders of the Corporation, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. If the Corporation has no Chairman of the Board, the President shall
have all of the duties and responsibilities previously enumerated for the
Chairman of the Board. In the absence or disability of the President, the Board
of Directors shall designate the appropriate officer to perform the duties and
responsibilities of the President.
SECTION 5. SECRETARY. The Secretary shall attend all
meetings of the Board, of the shareholders, and of the Executive Committee when
required, and record all the votes of the Corporation and the minutes of all
its transactions in a book to be kept for that purpose. The Secretary shall
give, or cause to be given, notice of all meetings of the shareholders and of
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, under whose
supervision the Secretary shall act. The Secretary shall keep in safe custody
the corporate seal of the Corporation, if any, and, when authorized by the
Board, affix the same to any instrument requiring it, and when so affixed it
shall be attested by his or her signature or by the signature of the Treasurer
or an Assistant Secretary. The Secretary shall perform such other duties as
shall from time to time be imposed upon him or her by the Board of Directors,
Chairman of the Board, or President.
SECTION 6. TREASURER. The Treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation,
and shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as shall be designated by the
Board. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the President and directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his or her transactions as
Treasurer and of the financial condition of the Corporation. The Treasurer
shall perform such other duties as shall
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from time to time be imposed upon him or her by the Board of Directors,
Chairman of the Board, or President.
SECTION 7. ASSISTANT SECRETARIES AND ASSISTANT
TREASURERS. In the absence or disability of the Secretary or Treasurer, the
Assistant Secretaries or Assistant Treasurers, as the case may be, in the order
designated by the Board, shall perform the duties of the Secretary or Treasurer,
as the case may be, and shall have the full powers thereof.
ARTICLE IV
Indemnification
The Corporation shall indemnify, to the full extent
permitted by the Ohio General Corporation Law as it may be amended, any person
made or threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, by reason of the fact that he or she 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, trustee, employee, member,
manager, or agent of another corporation, bank, limited liability company,
partnership, joint venture, trust or other enterprise. The indemnification
provided by this Article IV shall not be deemed exclusive of any other rights
to which any person seeking indemnification may be entitled by statute, the
Articles of Incorporation of the Corporation, these Regulations, or any
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in his or her 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.
ARTICLE V
Capital Stock
SECTION 1. CERTIFICATES FOR SHARES. Certificates
representing shares of stock of each class of the Corporation, whenever
authorized by the Board of Directors, shall be in such form as shall be
approved by the Board or by the Chairman of the Board or President and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Every share certificate shall be signed by, or in the name of, the Corporation
by the Chairman of the Board or the President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation. Any or all signatures may be facsimiles, engraved, stamped, or
printed if countersigned by an incorporated transfer agent or registrar.
Although an officer, transfer agent or registrar whose manual or facsimile
signature is affixed to such a certificate ceases to be such officer, transfer
agent, or
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registrar before such certificate has been delivered, such certificate
nevertheless shall be effective in all respects when delivered.
SECTION 2. TRANSFERS OF SHARES. Transfers of shares
of stock of each class of the Corporation shall be made only on the books of the
Corporation by the holder thereof, or by such holder's attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation or a transfer agent for such stock, if any, and on surrender of
the certificate or certificates for such shares properly endorsed or accompanied
by a duly executed stock transfer power and the payment of all taxes thereon.
The person in whose name shares stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation. No
transfer of shares shall be valid as against the Corporation and its
shareholders and creditors for any purpose until it shall have been entered in
the stock records of the Corporation by an entry showing from and to whom
transferred.
SECTION 3. LOST, STOLEN OR DESTROYED CERTIFICATES.
The Board of Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
Corporation and alleged to have been lost, stolen or destroyed, upon receiving
an affidavit of that fact made by the person claiming that the share
certificate has been lost, stolen or destroyed. When authorizing such issuance
of a new certificate or certificates, the Board may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his or her legal
representative, to provide the Corporation a bond in such sum and with such
surety or sureties as it may direct to indemnify the Corporation and such
transfer agents and registrars against any claim that may be made on account of
the alleged loss, theft, or destruction of any such certificate or certificates
or the issuance of such new certificate or certificates.
ARTICLE VI
Record Dates
For any lawful purpose, including the determination
of the shareholders who are entitled to receive notice of or to vote at a
meeting of the shareholders, the Board of Directors may fix a record date in
accordance with the provisions of the Ohio General Corporation Law. The record
date for the purpose of the determination of the shareholders who are entitled
to receive notice of or to vote at a meeting of the shareholders shall continue
to be the record date for all adjournments of the meeting unless the Board of
Directors or the persons who shall have fixed the original record date shall,
subject to the limitations set forth in the Ohio General Corporation Law, fix
another date and shall cause notice thereof and of the date to which the meeting
shall have been adjourned to be given to shareholders of record as of the newly
fixed date in accordance with the same requirements as those applying to a
meeting newly called. The Board of Directors
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may close the share transfer books against transfers of shares during the whole
or any part of the period provided for in this Article VI, including the date
of the meeting of the shareholders and the period ending with the date, if any,
to which adjourned. If no record date is fixed therefor, the record date for
determining the shareholders who are entitled to receive notice of a meeting of
the shareholders shall be the date next preceding the day on which notice is
given, and the record date for determining the shareholders who are entitled to
vote at a meeting of the shareholders shall be the date next preceding the day
on which the meeting is held.
ARTICLE VII
Corporate Seal
The Board of Directors may provide a suitable seal,
containing the name of the Corporation, to be kept by the Secretary. If deemed
advisable by the Board of Directors, duplicate seals may be kept and used by
other officers of the Corporation, or by any transfer agent or registrar of its
shares.
ARTICLE VIII
Amendments
These Regulations may be amended, or new regulations
may be adopted, by the shareholders at a meeting held for that purpose, by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power on that proposal. Notwithstanding anything to the contrary
contained in these Regulations or in this Article VIII, to amend or repeal
Article I - Section 7, Article II - Sections 1, 2, 12 and 13 and this Article
VIII shall require the affirmative vote at a meeting of holders of shares
entitled to exercise three-fourths of the voting power on such proposal, unless
such action is recommended by two-thirds of the members of the Board of
Directors.
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