EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
FIRST SECURITY BANCORP, INC.
The undersigned, acting as the incorporator of a corporation under
the Kentucky Business Corporation Act, adopts the following Articles
of Incorporation for such Corporation:
ARTICLE I
The name of the corporation shall be First Security Bancorp, Inc.
ARTICLE II
The purpose for which the Corporation is formed is the transaction
of any and all lawful business for which corporations may be
incorporated under the Kentucky Business Corporation Act.
ARTICLE III
The aggregate number of shares of capital stock which the
Corporation shall have authority to issue is Five Million
(5,000,000) shares of common stock, all of which are to be without
par value.
All shares of common stock shall have full and unlimited voting
power, shall be entitled to one vote per share and shall be without
distinction as to powers, preferences and rights. No holder of
shares of the capital stock of the Corporation shall have any
preemptive or preferential right to subscribe for, purchase or
receive any additional capital stock which the Corporation may issue
in the future.
ARTICLE IV
The street address of the initial registered office of the
Corporation shall be 400 East Main Street, Lexington, Kentucky
40507, and the name of the initial registered agent at such address
shall be Julian E. Beard.
ARTICLE V
The mailing address of the principal office of the Corporation shall
be 400 East Main Street, Lexington, Kentucky 40507.
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ARTICLE VI
The name and mailing address of the incorporator of the Corporation are Julian
E. Beard, 400 East Main Street, Lexington, Kentucky 40507.
ARTICLE VII
All corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation 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 application provisions of
the Act and the Corporation's bylaws. 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 Corporation (or until their
successors are elected and qualified); the term of the second class of directors
shall be two (2) years and shall expire at the second annual meeting of
shareholders of the Corporation (or until their successors are elected and
qualified); 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
Corporation (or until their successors are elected and qualified).
Beginning with the first annual meeting of shareholders of the Corporation, 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).
ARTICLE VIII
The liability of each and all of the directors of the Corporation shall be and
is hereby limited to the greatest extent permitted by law and no director of the
Corporation shall be liable to the Corporation or its shareholders for monetary
damages for breach of such director's duties as a director except for the
following (which exceptions shall be construed as narrowly as legally
permissible):
(1) for any transaction in which the director's personal financial interest
is in conflict with the financial interests of the Corporation or its
shareholders;
(2) for acts or omissions not in good faith or which involve intentional
misconduct or are known to the director to be a violation of law;
(3) for any vote for or assent to an unlawful distribution to shareholders
as prohibited byss.271B.8-330 of the Kentucky Revised Statutes; or
(4) for any transaction from which the director derives an improper
personal benefit.
IN WITNESS WHEREOF, the incorporator has hereunto subscribed his name on this
the 11th day of February, 2000.
/s/ Julian E. Beard
_____________________________
JULIAN E. BEARD,
Incorporator
