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EXHIBIT 4(b)
ARTICLES OF INCORPORATION
OF
UNITED COMMUNITY FINANCIAL CORP.
The undersigned, desiring to form a corporation for profit
under Chapter 1701 of the Ohio Revised Code, does hereby certify:
FIRST: The name of the corporation shall be United
Community Financial Corp.
SECOND: The place in Ohio where the principal office of
the corporation is to be located is the City of Youngstown, County of
Mahoning.
THIRD: The purpose for which the corporation is formed is
to engage in any lawful act or activity for which corporations may be formed
under Section 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH: The authorized shares of the corporation shall be
eight hundred and fifty (850) common shares, each without par value. The
directors of the corporation may adopt an amendment to the Articles of
Incorporation of the corporation in respect of any unissued or treasury
shares of any class and thereby fix or change: the division of such shares
into series and the designation and authorized number of each series; the
dividend rate; the dates of payment of dividends and the dates from which
they are cumulative; the liquidation price; the redemption rights and price;
the sinking fund requirements; the conversion rights; and the restrictions on
the issuance of shares of any class or series.
FIFTH: (A) The board of directors of the corporation shall
have the power to cause the corporation from time to time and at any time to
purchase, hold, sell, transfer or otherwise deal with (i) shares of any class
or series issued by it, (ii) any security or other obligation of the
corporation which may confer upon the holder thereof the right to convert the
same into shares of any class or series authorized by the Articles of
Incorporation of the corporation, and (iii) any security or other obligation
which may confer upon the holder thereof the right to purchase shares of any
class or series authorized by the Articles of Incorporation of the
corporation.
(B) The corporation shall have the right to repurchase, if
and when any shareholder desires to sell, or on the happening of any event is
required to sell, shares of any class or series issued by the corporation.
(C) The authority granted in this Article Fifth shall not
limit the plenary authority of the directors to purchase, hold, sell,
transfer or otherwise deal with shares of any class or series, securities or
other obligations issued by the corporation or authorized by the Articles of
Incorporation of the corporation.
SIXTH: Notwithstanding any provision of the Ohio Revised
Code requiring for any purpose the vote, consent, waiver or release of the
holders of shares of the corporation entitling them to exercise any
proportion of the voting power of the corporation or of any class or classes
thereof, such action, unless expressly otherwise provided by statute, may be
taken by the vote, consent, waiver or release of the holders of shares
entitling them to exercise not less than a majority of the voting power of
the corporation or of such class or classes; provided, however, that if the
board of directors of the corporation shall recommend against the approval of
any of the following matters, the affirmative vote of the holders of shares
entitling them to exercise not less than eighty percent (80%) of the voting
power of any class or classes of shares of the corporation which entitle the
holders thereof to vote in respect of any such matter as a class shall be
required to adopt:
(A) A proposed amendment to the Articles of Incorporation
of the corporation;
(B) A proposed amendment to the Code of Regulations of the
corporation;
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(C) A proposal to change the number of directors by action
of the shareholders;
(D) An agreement of merger or consolidation providing for
the proposed merger or consolidation of the corporation
with or into one or more other corporations;
(E) A proposed combination or majority share acquisition
involving the issuance of shares of the corporation
and requiring shareholder approval;
(F) A proposal to sell, exchange, transfer or otherwise
dispose of all, or substantially all, of the assets,
with or without the goodwill, of the corporation; or
(G) A proposed dissolution of the corporation.
SEVENTH: No shareholder of the corporation shall have, as
a matter of right, the pre-emptive right to purchase or subscribe for shares
of any class, now or hereafter authorized, or to purchase or subscribe for
securities or other obligations convertible into or exchangeable for such
shares or which by warrants or otherwise entitle the holders thereof to
subscribe for or purchase any such shares.
IN WITNESS WHEREOF, I have hereunto signed my name this
26th day of January, 1998.
/s/ Douglas M. McKay
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Douglas M. McKay, Incorporator
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[LOGO] CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF
United Community Financial Corp.
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(Name of Corporation)
Douglas M. McKay , who is:
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[ ] Chairman of the Board [X] President [ ] Vice President
And Donald J. Varner who is
[X] Secretary [ ] Assistant Secretary (Check One)
of the above name Ohio corporation for profit do hereby certify that: (check
the appropriate box and complete the appropriate statements)
[ ] a meeting of the shareholders was duly called for the purpose of
adopting this amendment and held on , 19 at which meeting
a quorum of the shareholders was present in person or by proxy, and by
the affirmative vote of the holders of shares entitling them to
exercise % of the voting power of the corporation.
[X] in a writing signed by all of the shareholders who would be entitled
to notice of a meeting held for that purpose,
the following resolution to amend the articles was adopted:
See Exhibit A.
IN WITNESS WHEREOF, the above named officers, acting for and on the behalf
of the corporation, have hereto subscribed his/her name this 21ST day of
MAY, 1998.
By /s/ Douglas M. McKay
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Its President
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By /s/ Donald J. Varner
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Its Secretary
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EXHIBIT A
RESOLVED, that the Articles of Incorporation of United Community Financial
Corporation be amended by deleting Article FOURTH in its entirety and
substituting therefor the following new Article FOURTH:
FOURTH: The authorized shares of the corporation shall be Five Hundred
Million (500,000,000), Four Hundred Ninety Nine Million (499,000,000)
of which shall be common shares, each without par value, and One
Million (1,000,000) of which shall be preferred shares, each without
par value. The directors of the corporation may adopt an amendment to
the Articles of Incorporation in respect of any unissued or treasury
shares of any class and thereby fix or change: the division of such
shares into series and the designation and authorized number of each
series; the dividend rate; the dates of payment of dividends and the
dates from which they are cumulative; the liquidation price, the
redemption rights and price; the sinking fund requirements; the
conversion rights; and the restrictions on the issuance of shares of
any class or series.
FURTHER RESOLVED, that the Articles of Incorporation of United Community
Financial Corp. be amended by adding thereto the following Article EIGHTH:
EIGHTH: No shareholder of the corporation shall have the right to
vote cumulatively in the election of directors.
