EXHIBIT 3.(i)
AMENDED ARTICLES OF INCORPORATION
OF
MONROE BANCORP
ARTICLE I
Name
The name of the Corporation is Monroe Bancorp.
ARTICLE II
Purposes
The purposes for which the Corporation is formed are:
Section 1. To acquire control of Monroe County State Bank 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. 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. To have the capacity to act possessed by
natural persons 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. 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. 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.
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Section 7. To Borrow Funds. To borrow monies for any activity or
business at 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. 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.
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 David D. Baer, 210 East Kirkwood
Avenue, Bloomington, Indiana 47401.
Section 2. Principal Office. The post office address of the principal
office of the Corporation is 210 East Kirkwood Avenue, Bloomington, Indiana
47401.
ARTICLE V
Authorized Shares
Section 1. Number of Shares. The total number of shares which the
Corporation is to have authority to issue is 18,000,000, all of which shall be
without par value.
Section 2. General Terms. All of the authorized shares shall be
designated as "Common Stock", and each share of Common Stock shall be equal to
every other share of Common Stock and shall participate equally in all earnings
and profits of the Corporation and on distribution of assets, either on
dissolution, liquidation or otherwise.
Section 3. Voting Rights. Each holder of the Common stock shall have
the right to vote on all matters presented to shareholders and shall be entitled
on all matters including elections of directors to one vote for each share of
Common Stock registered in his name on the books of the Corporation.
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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 nine (9) member(s). 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 nine (9).
Section 2. Names and Post Office Addresses of the Director(s). The
name(s) and post office address(es) of the initial Board of Director(s) of the
Corporation are:
Number and
Name Street or Building City State Zip
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David D. Baer 5454 E. James Rd. Bloomington IN 47401
Richard S. Curry 6226 N. Union Valley Rd. Bloomington IN 47401
Joyce E. Den Braber 1344 Allendale Court Bloomington IN 47401
James M. Elliott 1506 Woodruff Lane Bloomington IN 47401
Joseph F. Milan 2714 Pine Lane Bloomington IN 47401
Paul W. Mobley 2720 Pine Lane Bloomington IN 47401
Richard P. Rechter 890 Woodscrest Drive Bloomington IN 47401
Thomas G. Risen 3532 Wellington Court Bloomington IN 47401
John W. Rogers 2229 Woodstock Place Bloomington IN 47401
Section 3. Qualifications of Directors. At least 70% of the directors
shall reside in Monroe County, Indiana, or in counties contiguous to Monroe
County, Indiana.
After December 31, 1984, each director shall own, in his own right,
seventy-five (75) or more unpledged shares of the Common Stock of the
Corporation.
Section 4. Terms of Directors. Effective as of the Annual Meeting of
shareholders in 1984, the Board of Directors shall be divided into three
classes, designated as Class 1, Class 2, and Class 3, as nearly equal in number
as possible, with the term of office of one class expiring each year. Additional
directorships resulting from an increase in number of directors shall be
apportioned among the classes as equally as possible.
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The initial term of office of directors of Class 1 shall expire at the
Annual Meeting of Shareholders in 1985, but not until their successors shall be
elected and qualified, that of Class 2 shall expire at the Annual Meeting of
Shareholders in 1986, but not until their successors shall be elected and
qualified, and that of Class 3 shall expire at the Annual Meeting of
Shareholders in 1987, but not until their successors shall be elected and
qualified. Subject to the foregoing, at each annual meeting of shareholders the
successors to the class of directors whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual
meeting and until their successors shall be elected and qualified.
This Article VII, Section 4, shall not be altered, amended or repealed
except by an affirmative vote of at least eighty percent (80%) of the total
number of shares of the Corporation entitled to vote on such matter.
Section 5. Removal of Directors. Any director may be removed from
office at any time without cause by the affirmative vote of the holders of at
least eighty percent (80%) of all of the outstanding shares of capital stock of
the Corporation entitled to vote on the election of directors at a meeting of
shareholders called for that purpose.
Any director may be removed from office with cause by the affirmative
vote of the holders of a majority of the outstanding shares of capital stock of
the Corporation entitled to vote on election of directors at a meeting of
shareholders called for that purpose. Cause for such removal shall be construed
to exist only if:
1. The director whose removal is proposed has been convicted, or
where a director has been granted immunity to testify where
another has been convicted, of a felony by court of competent
jurisdiction and such conviction is no longer subject to
direct appeal; or
2. Such director has been adjudicated by court of competent
jurisdiction to be liable for negligence, or misconduct in the
performance of his duty to the Corporation in a matter of
substantial importance to the Corporation and such
adjudication is no longer subject to direct appeal.
3. Such removal must be brought within one (1) year of the time
within which such conviction or adjudication is no longer
subject to direct appeal.
This Article VII, Section 5, shall not be altered, amended or repealed
except by an affirmative vote of at least eighty percent (80%) of the total
number of shares of the Corporation entitled to vote on such matter.
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ARTICLE VIII
Incorporator(s)
The name(s) and post office address(es) of the incorporator(s) of the
Corporation is(are):
Number and
Name Street or Building City State Zip
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John W. Tanselle 2800 Indiana National Bank Tower Indianapolis IN 46204
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 notice 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.
Section 5. Committees of Board of Directors. 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 or 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
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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 6. 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 7. 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 8. 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
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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 9. 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 or
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 nob 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.
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If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification 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 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 10. 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 11. 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 12. Voting Rights On Certain Business Combinations. The
affirmative vote of the holders of not less than 80% of the outstanding common
stock of the Corporation shall be required to approve any merger or
consolidation of the Corporation with or into any other corporation, any sale,
lease, exchange, or other disposition of any material part of the assets of the
Corporation or of any subsidiary thereof to or with any other corporation,
person, or other entity, or any liquidation or dissolution of the Corporation or
any material subsidiary thereof or adoption of any plan with respect thereto
(hereinafter referred to as a "business combination"),
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which: (i) is not recommended by the vote of 70% of the Corporation's directors;
or (ii) is proposed by a person, whether an individual, partnership,
corporation, group, or otherwise, who separately or in association with one or
more other persons holds at the date of the proposal 15% or more of the then
outstanding common stock of the Corporation and such proposal does not offer to
all shareholders of the Corporation consideration for their shares which is at
least equal to the highest percent over market value paid by such person for the
shares of the Corporation held by it at the date of the proposal. All other
business combinations will require the affirmative vote of a majority of the
outstanding common stock of the Corporation. This Article IX, Section 12 shall
not be altered, amended or repealed except by an affirmative vote of at least
80% of the total number of shares of the Corporation entitled to vote on such
matter.
Section 13. 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 stockholders when evaluating a Business Combination (as
defined in these Articles) 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 transactions, 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.
ARTICLE X
Effect of Adoption
These Amended Articles of Incorporation amend, replace and supersede
all previously adopted Articles of Incorporation of the Corporation.
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