Exhibit 4.1
ARTICLES OF AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
CITIZENS FIRST CORPORATION
Citizens First Corporation, a corporation organized and
existing under and by virtue of the laws of the Commonwealth of Kentucky (the
"Corporation"), does hereby certify:
FIRST: The name of the Corporation is Citizens First
Corporation.
SECOND: That the Board of Directors of said Corporation
adopted resolutions proposing and declaring advisable the following amendment to
the Restated Articles of Incorporation of said Corporation:
RESOLVED, that the Restated Articles of Incorporation of the
Corporation be amended by changing Article VII thereof so that as
amended, said Article VII shall be and read in its entirety as follows:
ARTICLE VII
All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Company managed under
the direction of, its board of directors. The number of directors shall
be fixed by resolution of the board of directors from time to time,
subject to the applicable provisions of the Act and the Company's
bylaws, and shall be at least seven (7) and not more than fifteen (15).
The directors shall be divided into three classes with each class being
as nearly equal in number as possible. The term of office of the first
class of directors shall be one (1) year and shall expire at the first
annual meeting of the shareholders of the Company (or until their
successors are elected and qualified) after their election; the term of
the second class of directors shall be two (2) years and shall expire
at the second annual meeting of the shareholders of the Company (or
until their successors are elected and qualified) after their election;
and the term of the third class of directors shall be three (3) years
and shall expire at the third annual meeting of the shareholders of the
Company (or until their successors are elected and qualified) after
their election.
Beginning with the first annual meeting of shareholders of the
Company after the election of directors to the three classes described
above, the term of office for each class of directors elected or
re-elected to the board of directors shall be three (3) years and shall
expire at the third succeeding annual meeting following their election
or re-election (or until their successors are elected and qualified).
THIRD: The foregoing amendment to the Restated Articles of
Incorporation was adopted by the shareholders of the Corporation at a meeting
held on April 27, 2000. The designation, number of outstanding shares, number of
votes entitled to be cast by each voting group entitled to vote on the amendment
and the number of votes of each voting group indisputably represented at the
meeting are as follows:
No. of Shares No. of Votes No. of Shares
Designation Outstanding Entitled to be Cast Represented
----------- ------------- ------------------- -----------
Common 643,053 643,053 622,628
The total number of undisputed votes cast for the amendment by each
voting group was 622,478. The number of votes cast for the amendment by each
voting group was sufficient for approval by that voting group.
FOURTH: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of the Kentucky
Business Corporation Act.
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed this 8th day of August, 2000.
CITIZENS FIRST CORPORATION
By: Bill Wright
Title:Vice President and
Chief Financial Officer
