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Exhibit 3.1
ARTICLES OF INCORPORATION
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ARTICLES OF INCORPORATION
OF
FARMERS NATIONAL BANC CORP.
The undersigned incorporators, acting as the incorporators of Farmers
National Banc Corp., under the Ohio General Corporation Laws (ORC 1701.01-99),
hereby adopt the following Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation is Farmers National Banc Corp.
ARTICLE II
The place in the State of Ohio where the principal office of the
corporation is to be located is in the City of Canfield, County of Mahoning.
ARTICLE III
The purpose for which the corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under the Ohio
General Corporation Laws (ORC Sections 1701.01 et seq.).
ARTICLE IV
The aggregate number of common shares which the Corporation shall have
authority to issue is Twelve Million Five Hundred Thousand (12,500,000) shares
each of no ($0.00) par value. The total number of authorized and outstanding
shares of common stock shall be changed from time to time to reflect economic
conditions of the corporation and business opportunities available to the
shareholders of the corporation. Shares of the authorized and outstanding common
stock may be redeemed by the corporation at a regularly or specially called
meeting for said purpose. Furthermore, the corporation, through its Board of
Directors, shall have the power to purchase, hold, sell and transfer the shares
of its own capital stock provided that it does not use its funds or property for
the purchase of its own shares of capital stock when such use will cause any
impairment of its capital, except where otherwise permitted by law, and provided
further that shares of its own capital stock belonging to it are not voted upon
directly or indirectly.
ARTICLE V
The amount of stated capital with which the corporation will commence
business is at least One Thousand Dollars ($1,000.00).
ARTICLE VI
The Board of Directors of the corporation is hereby authorized to fix
and determine and to vary the amount of working capital of the corporation, to
determine whether any and, if any, what part of its surplus, however created or
arising, shall be used or disposed of or declared in dividends or paid to
shareholders, and without action by the shareholders, to use and apply such
surplus or any part thereof at any time or from time to time in the purchase or
acquisition of shares of any class, voting trust certificates for shares, bonds,
debentures, notes, script, warrants, obligations, evidences of indebtedness of
the corporation or other securities of the corporation, to such extent or amount
and in such manner and upon such terms as the Board of Directors of the
corporation shall deem expedient to the extent not prohibited by law.
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ARTICLE VII
Each officer, director or member of any committee designated by the
Board of Directors of the corporation shall, in the performance of his duties,
be fully protected in relying in good faith upon the books of accounts or
reports made to the corporation by any of its officers or employees or by an
independent public accountant or by an appraiser selected with reasonable care
by the Board of Directors of the corporation or by any such committee or in
relying in good faith upon other records of the corporation.
ARTICLE VIII
The number of directors constituting the Board of Directors is nine
(9), and the names and addresses of the persons who are to serve as directors
until the annual meeting of shareholders or until their successors are elected
and shall qualify are:
Richard L. Calvin Rollin F. Schreiber
P.O. Box 88 P.O. Box 65
Canfield, Ohio 44406 North Jackson, Ohio 44451
James Centofanti William D. Stewart
8943 Knauf Road 248 Bradford Drive
Canfield, Ohio 44406 Canfield, Ohio 44406
Fred A. Coope Myron R. Williams
17 Court Street P.O. Box 74
Canfield, Ohio 44406 Canfield, Ohio 44406
John Holowach Genevieve Delfs Ewing
2081 Canfield Road 4621 Brookwood Road
Youngstown, Ohio 44511 Youngstown, Ohio 44512
Joseph 0. Lane
1350 Niles Canfield Rd.
Mineral Ridge, Ohio 44440
After the terms of the initial Board of Directors, the Board shall consist of
such number of directors as shall be fixed and determined by the Code of
Regulations of the corporation.
ARTICLE IX
The names and addresses of the incorporators of Farmers National Banc
Corp are:
Rollin F. Schreiber
P.O. Box 65
North Jackson, Ohio 44451
John Holowach
2081 Canfield Road
Youngstown, Ohio 44511
Joseph 0. Lane
1350 Niles Canfield Road
Mineral Ridge, Ohio 44440
Fred A. Coope
17 Court Street
Canfield, Ohio 44406
Myron R. Williams
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147 Court Street
Canfield, Ohio 44406
William D. Stewart
248 Bradford Drive
Canfield, Ohio 44406
ARTICLE X
A. In the absence of fraud, no contract or other transaction between
the corporation and any other person, corporation, firm, syndicate, association,
partnership, or joint venture shall be wholly or partially invalidated or
otherwise affected by reason of the fact that one or more of the directors of
the corporation are or become directors or officers of such other corporation,
firm, syndicate or association, or members of such partnership or joint venture,
or are pecuniarily or otherwise interested in such contract or transaction,
provided, that the fact such director or directors of the corporation are so
situated or so interested or both, shall be disclosed or shall have been known
to the Board of Directors of the corporation. Any director or directors of the
corporation who is (are) also a director or officer of such other corporation,
firm, syndicate or association, or a member of such partnership, or joint
venture, or is pecuniarily or otherwise interested in such contract or
transaction, may be counted for the purpose of determining the existence of a
quorum at any meeting of the Board of Directors which shall authorize any such
contract or transaction and, in the absence of fraud, and as long as he acts in
good faith, any such director may vote thereat to authorize any such contract or
transaction with like force and effect as if he were not a director or officer
of such corporation, firm, syndicate or association, or a member of such
partnership or joint venture, or pecuniarily or otherwise interested in such
contract or transaction.
B. The corporation shall have power to, and may (in addition to such
other power conferred by law) indemnify any shareholder, officer, or director of
the corporation who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
administrative or investigative, by reason of the fact that he is or was a
director of this corporation, or any corporation (hereinafter referred to as
"subsidiary corporation") of which more than 50 per cent of the issued and
outstanding shares of common stock was or is owned by the corporation at the
time such person was or is serving as such director of the "subsidiary
corporation," against expenses (including those reasonably incurred by him) in
connection with such action, suit and proceeding if the principal issue of such
action, suit or proceeding involved or involves a contract or transaction by and
between the corporation and such "subsidiary corporation" and if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the "subsidiary corporation." Any indemnification as above
provided (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the standard of conduct set forth above has
been met. Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding; or (b) if such a quorum is not obtainable, or even
if obtainable, if a majority vote of a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by a majority
of a quorum of the shareholders of the corporation consisting of shareholders
who were not parties to such action, suit or proceeding.
ARTICLE XI
The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an Executive Committee,
which committee shall have and may exercise, to the extent provided by law, all
of the authority of the Board of Directors in the management of the corporation.
The designation of such committee and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.
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ARTICLE XII
Each shareholder shall be entitled to one vote for each share of stock
standing in his name on the books of the corporation. No shareholder shall have
the right to vote cumulatively in the election of Directors.
ARTICLE XIII
Upon the offering or sale for cash of shares of stock of the
corporation, each shareholder shall have the right, during a reasonable time,
and on reasonable terms fixed by the directors, to purchase such shares in
proportion to their respective holdings of shares of the corporation, unless the
shares offered or sold are: (a) treasury shares; (b) issued as a share dividend;
(c) issued or agreed to be issued for consideration other than money; (d) issued
by the Board of Directors; (e) issued or agreed to be issued upon conversion of
convertible shares authorized in the Articles, or upon exercise of the
conversion rights conferred and authorized by the Board of Directors; (f)
offered to shareholders in satisfaction of their pre-emptive rights and not
purchased by such shareholders, and thereupon issued and agreed to be issued for
a consideration not less than that at which such shares were so offered to such
shareholders, less reasonable expenses, compensation or discount paid or allowed
for sale, underwriting or purchase of such shares, unless by the affirmative
vote or written order of the holders of two-thirds of the shares otherwise
entitled to such pre-emptive rights, if pre-emptive rights are restored as to
any of such shares not theretofore issued or agreed to be issued; (g) released
from pre-emptive rights by the affirmative vote or written consent of the
holders of two-thirds of the shares entitled to such preemptive rights. Any such
vote or consent shall be entered into the records of the corporation and shall
be binding on all shareholders and their transferees for the time specified in
such vote or consent up to but not exceeding one year, and shall protect all
persons who within such time acquire the shares or options on or conversion or
other rights with respect to the shares so released; (h) released from
pre-emptive rights by the affirmative vote or written consent of the holders of
a majority of the shares entitled to such pre-emptive rights, for offering and
sale, or the grant of options with respect thereto, to any or all employees of
the corporation or its subsidiary corporations or to a trustee on their behalf,
under a plan adopted or to be adopted by the directors for that purpose.
The above paragraph notwithstanding, there are no pre-emptive rights
when this corporation issues or offers securities in exchange for the
outstanding securities of another corporation. Pre-emptive rights apply only to
when this corporation sells, or offers for sale, securities for cash.
There shall be no pre-emptive rights when this corporation issues or
offers securities pursuant to the terms of a duly adopted dividend reinvestment
plan.
ARTICLE XIV
The Board of Directors of the corporation may authorize any mortgage,
deed of trust, pledge, or hypothecation of all or any part of the property of
the corporation, real or personal, for the purpose of securing the payment or
performance of any contract, note, bond or other obligation of the corporation,
by obtaining prior shareholder approval of any and each such mortgage, deed of
trust, pledge, or other hypothecation, by the vote or written consent of the
holders of 75 per cent of the issued and outstanding common shares of stock of
the corporation and 75 per cent or the issued and outstanding preferred shares
or other class of shares of the corporation, and not otherwise.
ARTICLE XV
A. CONTROL SHARE ACQUISITIONS:
(1) Requirement of Shareholder Approval. If any person, partnership,
corporation, trust, association or other entity,
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acting individually, collectively or in concert with a joint or common interest
(hereinafter referred to as "acquiring entity") seeks to acquire, directly or
indirectly, shares of this corporation which would entitle such acquiring
entity, immediately after such acquisition, either directly or indirectly, alone
or with others, to exercise or direct the exercise of 10 per cent or more of the
voting power of this corporation exercisable on amendments to these Articles,
then such proposed acquisition, including any tender offer, bid, option,
solicitation or agreement to purchase, (hereinafter called a "control share
acquisition") shall not be made until after the acquiring entity has obtained
prior authorization of the shareholders of this corporation at a special meeting
called for that purpose.
(2) Notice by Acquiring Entity. The Board of Directors of this
corporation shall call a special meeting of shareholders to be held within fifty
(50) days after the receipt by this corporation of a statement from the
acquiring entity delivered to this corporation at its principal place of
business in Canfield, Ohio setting forth (i) the identity of the acquiring
entity; (ii) the fact that the statement is delivered pursuant to this Article;
(iii) the number of shares or this corporation owned directly or indirectly by
the acquiring entity; (iv) a description in reasonable detail of the price,
consideration, number of shares to be acquired, terms and provisions of the
proposed control share acquisition; and (v) representations of the acquiring
entity, together with a statement in reasonable detail of the facts on which
they are based, that the acquiring entity has received all necessary regulatory
approvals and consents to make such control share acquisition, that the proposed
control share acquisition if consummated, will not be contrary to law, and that
the acquiring entity has the financial capacity and cash, securities or other
consideration necessary to make the proposed control share acquisition. The
Board of Directors shall have no obligation to call such a meeting if it
determines in good faith by a vote of at least two-thirds of the entire Board
that the proposed control share acquisition is contrary to law or cannot be
consummated for financial reasons.
(3) Required Vote. A control share acquisition may not be made or
consummated until the proposed control share acquisition has been approved by
the shareholders of this corporation at a special meeting called for such
purpose with the necessary vote as herein prescribed. If the Board of Directors,
by a vote of at least two-thirds of the entire Board, determines that the
proposed control share acquisition will be made to all of this corporation's
shareholders at the same time on a uniform and fair basis, for all of the
outstanding shares of this corporation, (other than those shares which are
already owned by the acquiring entity), then the proposed control share
acquisition must be approved by the affirmative vote of the holders of shares of
this corporation entitling them to exercise at least a two-thirds majority of
the voting power of this corporation exercisable on amendments to these Articles
and by the affirmative vote of the holders of shares of this corporation
entitling them to exercise at least a two-thirds majority of such voting power
excluding (i) shares which are already owned by the acquiring entity; (ii)
shares which the acquiring entity has the right to vote, acquire, or control;
and (iii) shares owned by employees of this corporation who are also directors
of this corporation. Unless such a determination is made by the requisite vote
of the Board of Directors, the proposed control share acquisition must be
approved by the affirmative vote of the holders of shares of this corporation
entitling them to exercise at least 80 per cent of the voting power of this
corporation exercisable on amendments to these Articles and by the affirmative
vote of the holders of shares of this corporation entitling them to exercise at
least 80 per cent of that portion of such voting power excluding (i) the shares
which are already owned by the acquiring entity; (ii) shares which the acquiring
entity has the right to vote, acquire, or control; and (iii) shares owned by
employees of this corporation who are also directors of this corporation.
(4) Consummation of Control Share Acquisition. Any such control share
acquisition which is authorized as aforesaid must be consummated in accordance
with the terms set forth in the acquiring entity's notice to this corporation
within 180 days following such shareholder approval.
(5) Violation of Restriction: Exclusion from Voting. Any shares
acquired in a control share acquisition not authorized as provided herein shall
be excluded from voting in any subsequent meeting of the shareholders of this
corporation.
(6) Violation of Restriction: Stop transfer Instructions. The Secretary
of this corporation shall direct the transfer agent
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of shares of the corporation to refuse to transfer shares on the books of this
corporation which represent shares acquired in a control share acquisition not
authorized as provided herein.
(7) Exceptions. This Section shall not apply to any control share
acquisition consummated in accordance with Section 1701.831 of the Ohio Revised
Code on or before the effective date of this amendment to the Articles of
Incorporation and thereafter this Article shall not apply if the control share
acquisition is consummated in any of the following circumstances:
(a) pursuant to a Business Combination effected in compliance
with Section B of this Article and with the Ohio Revised Code;
(b) pursuant to laws of descent and distribution;
(c) pursuant to the satisfaction of a pledge or other security
interest created in good faith and not for the purpose of
circumventing this Section.
(8) Relation to section 1701.831 of the Ohio Revised Code. Section
1701.831 of the Ohio Revised Code shall not apply to this corporation; provided,
however, that if this Article shall be declared illegal or unenforceable, then
Section 1701.831 of the Ohio Revised Code shall apply to this corporation.
B. BUSINESS COMBINATIONS
(1) Requirement of Shareholder Approval. No Business Combination, as
hereinafter defined, may be consummated except upon approval by the affirmative
vote of the holders of shares of this corporation entitling them to exercise at
least 80 per cent of the voting power of this corporation exercisable on
amendments to these Articles; provided, however, that a Business Combination
which has been approved by a vote of at least two-thirds of the disinterested
directors of this corporation, and which has been determined by such directors
to be fair and equitable to all the shareholders of this corporation, may be
consummated if it has been approved by the affirmative vote of the holders of
shares of this corporation entitling them to exercise at least a two-thirds
majority of the voting power of this corporation exercisable on amendments to
these Articles. A director shall be deemed to be disinterested if immediately
prior to the consummation of the Business Combination he is not an affiliate of
any of the other parties to the Business Combination. For the purpose of this
Section an affiliate shall mean any person controlling, controlled by, or under
common control with such other party and shall include any person who owns
shares of an acquiring corporation representing ten per cent or more of the
voting power of such corporation.
(2) Definition of Business Combination. A Business Combination shall
include:
(a) A merger or consolidation of the corporation;
(b) Any sale, lease, exchange, transfer or other disposition of
all or substantially all the assets of this corporation;
(c) The adoption of any plan of liquidation and dissolution of
this corporation; and
(d) Any reclassification of securities, recapitalization or
reorganization which would increase, directly or indirectly, the
proportionate equity interest or control by an acquiring entity;
but shall not include any such transaction with an entity
controlled by this corporation.
C. AMENDMENT:
This Article may only be amended, revised, or repealed and any
provision in the other Articles of Incorporation or in the Regulations which are
inconsistent with this Article may only be adopted by the affirmative vote of
the holders of shares of this corporation entitling them to exercise at least 75
per cent of the voting power of this corporation exercisable on amendments to
these Articles.
