Exhibit 3(i)
ARTICLES OF INCORPORATION
OF
OLD NATIONAL BANCORP
ARTICLE I
Name
The name of the Corporation is Old National Bancorp.
ARTICLE II
Purposes
The purposes for which the Corporation is formed are:
Section 1. To acquire control of Old National Bank in
Evansville and to operate as a bank holding company.
Section 2. General Powers. To possess, exercise, and enjoy
all rights, powers and privileges conferred upon bank holding
companies by the Bank Holding Company Act of 1956 as amended and
as hereafter amended or supplemented, and all other rights and
powers authorized by the laws of the State of Indiana, and the
laws of the United States of America applicable to bank holding
companies and the regulations of the Board of Governors of the
Federal Reserve System.
Section 3. To Deal in Real Property. Subject to the
limitations of Section 2 above, to acquire by purchase, exchange,
lease or otherwise, and to hold, own, use, construct, improve,
equip, manage, occupy, mortgage, sell, lease, convey, exchange or
otherwise dispose of, alone or in conjunction with others, real
estate and leaseholds of every kind, character and description
whatsoever and wheresoever situated, and any other interests
therein, including, but without limiting the generality thereof,
buildings, factories, warehouses, offices and structures of all
kinds.
Section 4. Capacity to Act. Subject to limitations of
Section 2 above, to have the capacity to act possessed by natural
personals and to perform such acts as are necessary and advisable
to accomplish the purposes, activities and business of the
Corporation.
Section 5. To Act as Agent. Subject to the limitations of
Section 2 above, to act as agent or representative for any firm,
association, corporation, partnership, government or person,
public or private, with respect to any activity or business of
the Corporation.
Section 6. To make Contracts and Guarantees. Subject to
the limitations of Section 2 above, to make, execute and perform,
or cancel and rescind, contracts of every kind and description,
including guarantees and contracts of suretyship, with any firm,
association, corporation, partnership, government or person,
public or private.
Section 7. To Borrow Funds. Subject to the limitations of
Section 2 above, to borrow moneys for any activity or business of
the Corporation and, from time to time, without limit as to
amount, to draw, make, accept, endorse, execute and issue
promissory notes, drafts, bills of exchange, warrants, bonds,
debentures, notes, trust receipts, and other negotiable or non-
negotiable instruments and evidences of indebtedness, and to
secure the payment thereof, and the interest thereon, by
mortgage, pledge, conveyance, or assignment in trust of all or
any part of the assets of the Corporation, real, personal or
mixed, including contract rights, whether at the time owned or
thereafter acquired, and to sell, exchange or otherwise dispose
of such securities or other obligations of the Corporation.
Section 8. To Deal in its Own Securities. Subject to the
limitations of Section 2 above, to purchase, take, receive or
otherwise acquire, and to hold, own, pledge, transfer or
otherwise dispose of shares of its own capital stock and other
securities. Purchases of the Corporation's own shares, whether
direct or indirect, may be made without shareholder approval only
to the extent of unreserved and unrestricted earned surplus
available therefor.
ARTICLE III
Period of Existence
The period during which the Corporation shall continue is
perpetual.
ARTICLE IV
Resident Agent and Principal Office
Section 1. Resident Agent. The name and address of the
Corporation's Resident Agent for service of process is Jeff
Knight, 420 Main Street, Evansville, Indiana 47708.
Section 2. Principal Office. The post office address of
the principal office of the Corporation is 420 Main Street,
Evansville, Indiana 47708.
ARTICLE V
Shares of Stock
Section 1. Number. The total number of shares of capital
stock which the Corporation has authority to issue is 77,000,000
shares, all of which shall be divided into two classes of shares
to be designated "Common Stock" and "Preferred Stock,"
respectively, as follows:
75,000,000 shares of Common Stock, without par value; and
2,000,000 shares of Preferred Stock, without par value.
Section 2. Terms and Voting Rights of Capital Stock. A
statement of the designations, relative rights, preferences,
powers, qualifications, limitations and restrictions granted to
or imposed upon the respective classes of the shares of capital
stock or the holders thereof is as follows:
A. Series A Preferred Stock:
(a) Designation and Amount. The shares of such series
shall be designated as "Series A Preferred Stock" (the
"Series A Preferred Stock") and the number of shares
constituting the Series A Preferred Stock shall be
200,000. Such number of shares may be increased or
decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of
shares of Series A Preferred Stock to a number less
than the number of shares then outstanding plus the
number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or
upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A
Preferred Stock.
(b) Dividends and Distributions.
(i) Subject to the rights of the holders of any shares
of any series of Preferred Stock (or any other
stock) ranking prior and superior to the Series A
Preferred Stock with respect to dividends, the
holders of shares of Series A Preferred Stock
shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds
legally available for the purpose, quarterly
dividends payable in cash on the first day of
March, June, September and December in each year
(each such date being referred to herein as a
Quarterly Dividend Payment Date), commencing on
the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a
share of Series A Preferred Stock, in an amount
(if any) per share (rounded to the nearest cent)
equal to the greater of (a) $1.00 or (b) subject
to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of
all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash
dividends or other distributions, other than a
dividend payable in shares of Common Stock, no par
value (the Common Stock), of the Corporation or
a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared
on the Common Stock since the immediately
preceding Quarterly Dividend Payment Date or, with
respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock.
In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the
outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater
or lesser number of shares of Common Stock, then
in each such case the amount to which holders of
shares of Series A Preferred Stock were entitled
immediately prior to such event under Clause (b)
of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the
numerator of which is the number of shares of
Common Stock that were outstanding immediately
after such event and the denominator of which is
the number of shares of Common Stock that were
outstanding immediately prior to such event.
(ii) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as
provided in subparagraph (i) of this Section
2(A)(b) immediately after it declares a dividend
or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock);
provided that, in the event no dividend or
distribution shall have been declared on the
Common Stock during the period between any
Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a
dividend of $1.00 per share on the Series A
Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.
(iii) Dividends due pursuant to subparagraph (i) of
this Section 2(A)(b) shall begin to accrue and be
cumulative on outstanding shares of Series A
Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of
such shares, unless the date of issue of such
shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment
Date or is a date after the record date for the
determination of holders of shares of Series A
Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend
Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series
A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata
on a share-by-share basis among all such shares at
the time outstanding. The Board of Directors may
fix a record date for the determination of holders
of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution
declared thereon, which record date shall be not
more than 60 days prior to the date fixed for the
payment thereof.
(c) Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights.
(i) Subject to the provision for adjustment
hereinafter set forth, each share of Series A
Preferred Stock shall entitled the holder thereof
to 100 votes on all matters submitted to a vote of
the shareholders of the Corporation. In the event
the Corporation shall at any time declare or pay
any dividend on the Common Stock payable in shares
of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding
shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number
of shares of Common Stock, then the number of
votes per share to which holders of shares of
Series A Preferred Stock were entitled immediately
prior to such event shall be adjusted by
multiplying such number by a fraction, the
numerator of which is the number of shares of
Common Stock outstanding immediately after such
event and the denominator of which is the number
of shares of Common Stock that were outstanding
immediately prior to such event.
(ii) Except as otherwise provided herein, in any
Articles of Amendment of the Articles of
Incorporation creating a series of Preferred Stock
or any similar stock, or by law, the holders of
shares of Series A Preferred Stock and the holders
of shares of Common Stock and any other capital
stock of the Corporation having general voting
rights shall vote together as one class on all
matters submitted to a vote of shareholders of the
Corporation.
(iii) Except as set forth herein, or as otherwise
provided by law, holders of Series A Preferred
Stock shall have no voting rights.
(d) Certain Restrictions.
(i) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred
Stock as provided in Section 2(A)(b) are in
arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not
declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the
Corporation shall not:
(A) declare or pay dividends, or make any other
distributions, on any shares of stock ranking
junior (either as to dividends or upon
liquidation, dissolution or winding up) to
the Series A Preferred Stock;
(B) declare or pay dividends, or make any other
distributions, on any shares of stock ranking
on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with
the Series A Preferred Stock, except
dividends paid ratably on the Series A
Preferred Stock and all such parity stock on
which dividends are payable or in arrears in
proportion to the total amounts to which the
holders of all such shares are then entitled;
or
(C) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking
junior (either as to dividends or upon
liquidation, dissolution or winding up) to
the Series A Preferred Stock, provided that
the Corporation may at any time redeem,
purchase or otherwise acquire shares of any
such junior stocks in exchange for shares of
any stock of the Corporation ranking junior
(as to dividends and upon dissolution,
liquidation or winding up) to the Series A
Preferred Stock.
(ii) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire
for consideration any shares of stock of the
Corporation unless the Corporation could, under
subparagraph (i) of this Section 2(A)(d), purchase
or otherwise acquire such shares at such time and
in such manner.
(e) Reacquired Shares. Any shares of Series A Preferred
Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred
Stock subject to the conditions and restrictions on
issuance set forth herein, in the Articles of
Incorporation, or in any other Articles of Amendment of
the Articles of Incorporation creating a series of
Preferred Stock or any similar stock or as otherwise
required by law.
(f) Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (1) to the
holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock unless, prior
thereto, the holders of shares of Series A Preferred
Stock shall have received $100.00 per share, plus an
amount equal to accrued and unpaid dividends and
distributions thereon whether or not declared, to the
date of such payment, provided that the holders of
Series A Preferred Stock shall be entitled to receive
an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share
to holders of shares of Common Stock plus an amount
equal to any accrued an unpaid dividends, or (2) to the
holders of shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except
distributions made with the Series A Preferred Stock
and all such parity stock in proportion to the total
amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding
up. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable
in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock)
into a greater or lesser number of shares of Common
Stock then in each such case the aggregate amount set
forth in the preceding sentence to which holders of
shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by
multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock
outstanding immediately after such event and the
denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such
event.
(g) Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination
or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any
such case each share of Series A Preferred Stock shall
at the same time be similarly exchanged or changed into
an amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times
the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock
is changed or exchanged. In the event the Corporation
shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding
sentence with respect to the exchange or change of
shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock
outstanding immediately after such event and the
denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such
event.
(h) No Redemption. The shares of Series A Preferred Stock
shall not be redeemable.
(i) Amendment. The Articles of Incorporation of the
Corporation shall not be amended in any manner which
would materially alter or change the powers,
preferences or special rights of the Series A Preferred
Stock so as to affect them adversely without the
affirmative vote of the holders of at least (two-
thirds) of the outstanding shares of Series A Preferred
Stock, voting together as a single class.
(B) Preferred Stock.
Shares of Preferred Stock may be issued from time to time in
one or more additional series. Such shares of Preferred
Stock may be redeemed, purchased or otherwise acquired by
the Corporation, subject to any limitation or restriction,
if any, as is contained in the express terms of any series,
and may be reissued except as otherwise provided by law.
(C) Common Stock.
Each share of Common Stock shall be equal to every other
share of Common Stock, and except as otherwise provided by
law or by these Articles of Incorporation (including the
provisions authorizing the Board of Directors to bestow
voting rights on any series of Preferred Stock), the holders
of the outstanding shares of Common Stock shall have and
possess the exclusive right to notice of shareholders'
meetings and to vote on all matters presented to
shareholders and shall be entitled to one vote for each
share of Common Stock held of record by them on all matters
including elections of directors.
Subject to the rights of any series of Preferred Stock
authorized by the Board of Directors as provided by the
Articles of Incorporation, the holders of the outstanding
shares of Common Stock shall be entitled to dividends as and
when declared by the Board of Directors out of funds of the
Corporation legally available for the payment of dividends.
ARTICLE VI
Requirements Prior to Doing Business
The Corporation will not commence business until
consideration of the value of at least $1,000 (one thousand
dollars) has been received for the issuance of shares.
ARTICLE VII
Director(s)
Section 1. Number of Directors. The initial Board of
Directors is composed of 23 members. The number of directors may
be from time to time fixed by the By-Laws of the Corporation at
any number. In the absence of a By-Law fixing the number of
directors, the number shall be 23.
Section 2. Qualifications of Directors. Directors need not
be shareholders of the Corporation.
ARTICLE VIII
Incorporator
The name and post office address of the incorporator of the
Corporation is:
Number and
Name Street or Building City, State & Zip
Code
Robert Carlton 420 Main Street
Evansville, Indiana 47708
ARTICLE IX
Provisions for Regulation of Business
and Conduct of Affairs of Corporation
Section 1. Meetings of Shareholders. Meetings of
Shareholders of the Corporation shall be held at such place,
within or without the State of Indiana, as may be specified in
the notices or waivers of notices of such meetings.
Section 2. Meetings of Directors. Meetings of Directors of
the Corporation shall be held at such place, within or without
the State of Indiana, as may be specified in the notices or
waivers of notice of such meetings.
Section 3. Consideration for Shares. Shares of stock of
the Corporation shall be issued or sold in such manner and for
such amount of consideration as may be fixed from time to time by
the Board of Directors.
Section 4. By-Laws of the Corporation. The Board of
Directors by a majority vote of the actual number of Directors
elected and qualified from time to time shall have the power,
without the assent or vote of the shareholders, to make, alter,
amend or repeal the By-Laws of the Corporation.
The Board of Directors may, by resolution adopted by a
majority of the actual number of Directors elected and qualified,
from time to time, designate from among its members an executive
committee and one or more other committees, each of which, to the
extent provided in the resolution, the Articles of Incorporation,
or the By-Laws, may exercise all of the authority of the Board of
Directors of the Corporation, including, but not limited to, the
authority to issue and sell or approve any contract to issue and
sell, securities or shares of the Corporation or designate the
terms of a series of a class of securities or shares of the
Corporation. The terms which may be affixed by each such
committee include, but are not limited to, the price, dividend
rate, and provisions of redemption, a sinking fund, conversion,
voting, or preferential rights or other features of securities or
class or series of a class of shares. Each such committee may
have full power to adopt a final resolution which sets forth
those terms and to authorize a statement of such terms to be
filed with the Secretary of State. However, no such committee
has the authority to declare dividends or distributions, amend
the Articles of Incorporation or the By-Laws, approve a plan of
merger or consolidation even if such plan does not require
shareholder approval, reduce earned or capital surplus, authorize
or approve the reacquisition of shares unless pursuant to a
general formula or method specified by the Board of Directors, or
recommend to the shareholders a voluntary dissolution of the
Corporation or a revocation thereof. No member of any such
committee shall continue to be a member thereof after he ceases
to be a Director of the Corporation. The calling and holding of
meetings of any such committee and its method of procedure shall
be determined by the Board of Directors. A member of the Board
of Directors shall not be liable for any action taken by any such
committee if he is not a member of that committee and has acted
in good faith and in a manner he reasonably believes is in the
best interest of the Corporation.
Section 5. Consent Action by Shareholders. Any action
required by statute to be taken at a meeting of the shareholders,
or any action which may be taken at a meeting of the
shareholders, may be taken without a meeting if, prior to such
action, a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof, and such written consent
is filed with the minutes of the proceedings of the shareholders.
Section 6. Consent Action by Directors. Any action
required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a
meeting, if prior to such action a written consent to such action
is signed by all members of the Board of Directors or such
committee, as the case may be, and such written consent is filed
with the minutes of proceedings of the Board of Directors or
committee.
Section 7. Interest of Directors in Contracts. Any
contract or other transaction between the Corporation or any
corporation in which this Corporation owns a majority of the
capital stock shall be valid and binding, notwithstanding that
the directors or officers of this Corporation are identical or
that some or all of the directors or officers, or both, are also
directors or officers of such other corporation.
Any contract or other transaction between the Corporation
and one or more of its directors or members or employees, or
between the Corporation and any firm of which one or more of its
directors are members or employees or in which they are
interested, or between the Corporation and any corporation or
association of which one or more of its directors are
stockholders, members, directors, officers, or employees or in
which they are interested, shall be valid for all purposes
notwithstanding the presence of such director or directors at the
meeting of the Board of Directors of the Corporation which acts
upon, or in reference to, such contract or transaction and
notwithstanding his or their participation in such action, if the
fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall authorize, approve and
ratify such contract or transaction by a vote of a majority of
the directors present, such interested director or directors to
be counted in determining whether a quorum is present, but not to
be counted in calculating the majority of such quorum necessary
to carry such vote. This Section shall not be construed to
invalidate any contract or other transaction which would
otherwise be valid under the common and statutory law applicable
thereto.
Section 8. Indemnification of Directors, Officers and
Employees. Every person who is or was a director, officer or
employee of this Corporation or of any other corporation for
which he is or was serving in any capacity at the request of this
Corporation shall be indemnified by this Corporation against any
and all liability and expense that may be incurred by him in
connection with or resulting from or arising out of any claim,
action, suit or proceeding, provided that such person is wholly
successful with respect thereto or acted in good faith in what he
reasonably believed to be in or not opposed to the best interests
of this Corporation or such other corporation, as the case may
be, and, in addition, in any criminal action or proceeding in
which he had no reasonable cause to believe that his conduct was
unlawful. As used herein, claim, action, suit or proceeding
shall include any claim, action, suit or proceeding (whether
brought by or in the right of this Corporation or such other
corporation or otherwise), civil, criminal, administrative or
investigative, whether actual or threatened or in connection with
an appeal relating thereto, in which a director, officer or
employee of this Corporation may become involved, as a party or
otherwise,
(i) by reason of his being or having been a director,
officer of employee of this Corporation or such other
corporation or arising out of his status as such or
(ii) by reason of any past or future action taken or not
taken by him in any such capacity, whether or not he
continues to be such at the time such liability or
expense is incurred.
The terms liability and expense shall include, but shall not
be limited to, attorneys' fees and disbursements, amounts of
judgments, fines or penalties, and amounts paid in settlement by
or on behalf of a director, officer or employee, but shall not in
any event include any liability or expenses on account of profits
realized by him in the purchase or sale of securities of the
Corporation in violation of the law. The termination of any
claim, action, suit or proceeding, by judgment, settlement
(whether with or without court approval) or conviction or upon a
plea of guilty or of nolo contendere, or its equivalent, shall
not create a presumption that a director, officer or employee did
not meet the standards of conduct set forth in this paragraph.
Any such director, officer or employee who has been wholly
successful with respect to any such claim, action, suit or
proceeding shall be entitled to indemnification as a matter of
right. Except as provided in the preceding sentence, any
indemnification hereunder shall be made only if (i) the Board of
Directors acting by a quorum consisting of Directors who are not
parties to or who have been wholly successful with respect to
such claim, action, suit or proceeding shall find that the
director, officer or employee has met the standards of conduct
set forth in the preceding paragraph; or (ii) independent legal
counsel shall deliver to the Corporation their written opinion
that such director, officer or employee has met such standards of
conduct.
If several claims, issues or matters of action are involved,
any such person may be entitled to indemnifications as to some
matters even though he is not entitled as to other matters.
The Corporation may advance expenses to or, where
appropriate, may at its expense undertake the defense of any such
director, officer or employee upon receipt of an undertaking by
or on behalf of such person to repay such expenses if it should
ultimately be determined that he is not entitled to
indemnification hereunder.
The provisions of this Section shall be applicable to
claims, actions, suits or proceedings made or commenced after the
adoption hereof, whether arising from acts or omissions to act
during, before or after the adoption hereof.
The rights of indemnification provided hereunder shall be in
addition to any rights to which any person concerned may
otherwise be entitled by contract or as a matter of law and shall
inure to the benefit of the heirs, executors and administrators
of any such person.
The Corporation may 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 or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation against any liability asserted against him and
incurred by him in any 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
Section or otherwise.
Section 9. Distributions Out of Capital Surplus. The Board
of Directors of the Corporation may from time to time distribute
to its shareholders out of the capital surplus of the Corporation
a portion of its assets, in cash or property, without the assent
or vote of the shareholders, provided that with respect to such a
distribution the requirements of The Indiana General Corporation
Act other than shareholder approval are satisfied.
Section 10. Powers of Directors. In addition to the powers
and the authority granted by these Articles or by statute
expressly conferred, the Board of Directors of the Corporation is
hereby authorized to exercise all powers and to do all acts and
things as may be exercised or done under the laws of the State of
Indiana by a corporation organized and existing under the
provisions of The Indiana General Corporation Act and not
specifically prohibited or limited by these Articles.
Section 11. Voting Rights on Business Combinations. The
affirmative vote of the holders of not less than eighty percent
(80%) of the outstanding shares of the common stock of the
Corporation shall be required to approve any business combination
(as hereinafter defined) which is not approved and recommended by
the vote of two-thirds (2/3) of the entire Board of Directors of
the Corporation. All other business combinations will require
the affirmative vote of a majority of the outstanding shares of
common stock of the Corporation. This Section 11 of Article IX
shall not be altered, amended or repealed except by the
affirmative vote of the holders of not less than 80% of the
outstanding shares of common stock of the Corporation, given at a
shareholders' meeting duly called for that purpose, on a proposal
adopted and recommended by the vote of two-thirds (2/3) of the
entire Board of Directors of the Corporation.
A business combination as utilized herein and in Sections
12 and 13 shall include:
(i) Any merger or consolidation of the Corporation with or
into any other corporation.
(ii) Any sale, lease, exchange, or other disposition of any
material part of the assets of the Corporation or any
subsidiary thereof to or with any other corporation,
person, or other entity, or
(iii) any liquidation or dissolution of the Corporation
or any material subsidiary thereof or adoption of any
plan with respect thereto.
Section 12. Consideration of Non-Financial Factors. In
connection with the exercise of its judgment in determining what
is in the best interest of the Corporation and its shareholders
when evaluating a business combination (as defined in Section 11)
or a tender or exchange offer, the Board of Directors of the
Corporation shall, in addition to considering the adequacy of the
amount to be paid in connection with any such transaction,
consider all of the following factors and any other factors which
it deems relevant:
(i) The social and economic effects of the transaction on
the Corporation and its subsidiaries, employees,
depositors, loan and other customers, creditors and
other elements of the communities in which the
Corporation and its subsidiaries operate or are
located;
(ii) The business and financial condition and earnings
prospects of the acquiring person or persons,
including, but not limited to, debt service and other
existing or likely financial obligations of the
acquiring person or persons, and the possible effect of
such conditions upon the Corporation and its
subsidiaries and the other elements of the communities
in which the Corporation and its subsidiaries operate
or are located; and
(iii) The competence, experience, and integrity of the
acquiring person or persons and its or their
management.
This Section 12 of Article IX shall not be altered, amended
or repealed except by the affirmative vote of the holders of not
less than an eighty percent (80%) of the outstanding common stock
of the Corporation, given at a shareholders' meeting duly called
for that purpose, upon a proposal adopted by the vote of two-
thirds (2/3) of the entire Board of Directors of the Corporation.
Section 13. Acquisition of Additional Shares by Certain
Shareholders. Any person, whether an individual, partnership,
corporation, group, or otherwise, who, separately or in
association with one or more persons, acquired 15% of the then
outstanding common stock of the Corporation, in connection with
any further, direct or indirect acquisition in connection with a
tender or exchange offer, open market purchase or business
combination, is required to offer and pay for such additional
shares a consideration which is at least equal to the highest
percent over market value paid to acquire shares of the
Corporation's common stock then held by such person or his
associates. Any purchase of shares of common stock made in
derivation of this Section 13 of Article IX shall be null and
void.
This Section 13 of Article IX shall not be altered, amended
or repealed except by the affirmative vote of the holders of not
less than eighty percent (80%) of the outstanding common stock of
the Corporation, given at a shareholders' meeting duly called for
that purpose, upon a proposal adopted by the vote of two-thirds
(2/3) of the entire Board of Directors of the Corporation.
