SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE BANC STOCK GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0190407
(State of incorporation or organization)(I.R.S.Employer
Identification No.)
1105 Schrock Road, Suite 437, Columbus, Ohio 43229
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to section
Section 12(b) of the 12(g) of the Exchange Act and is
Exchange Act and is effective pursuant to General
effective pursuant to General Instruction A(d), please check the
Instruction A(c), please following box X
check the following box
Securities to be registered pursuant to Section 12 (b)
of the Act:
None
Securities to be registered pursuant to Section 12 (g)
of the Act:
Title of each Class Name of each exchange on which
to be so registered each Class is to be registered
Class A Common Stock, NASDAQ
no par value
(Title of Class) SmallCap Market
Item 1. Description of Registrant's Securities to be
Registered.
The authorized capital shares of the Company
consists of 149,860,000 shares of Class A Common Stock, no par
value, 240,000 shares of Class C Common Stock, no par value
and 50,000,000 shares of Serial Preference Stock. As of
December 31, 1998, 8,209,417 shares of Class A Common Stock,
240,000 Shares of Class C Common Stock and zero shares of
Serial Preference Stock were issued. As of December 31, 1998,
there were 1,911 holders of the Class A Common Stock and 36
holders of the Class C Common Stock. To date, the Company has
not paid dividends on any of its shares and presently has no
intention to do so. Holders of any class of capital stock of
the Company, as such,, have no conversion, preemptive or other
subscription rights, and there are no redemption or sinking
fund provisions applicable to any shares of capital stock.
Common Stock
Subject to the prior rights of holders of shares of
Serial Preference Stock, holders of Common Stock are entitled
to such dividends as may be declared by the Board of Directors
out of the funds legally available therefore. In the event of
liquidation, after satisfaction of the prior rights in
liquidation of the Preference Stock, each share of Class A
Common Stock shall be entitled to share ratably in the
distribution of the remaining assets up to $1.50 per share and
thereafter each share of Class A and Class C Common Stock is
entitled to ratably share in the distribution of the remaining
assets. Shares of Class C Common Stock automatically convert
to Class A Common Stock at the rate of 10% of the original
amount issued on each December 1, commencing December 1, 1991.
As Class C Common Stock is converted into Class A Common
Stock, the Class C Shares are retired and a reduction is made
in the authorized number of shares of such class (a
corresponding increase is made in the authorized number of
shares of Class A Common Stock). In all other respects the
Class A Common Stock and Class C Common Stock have equal
rights. All issued and outstanding shares of Common Stock are
fully paid and non-assessable.
Serial Preference Stock
The Board of Directors has authority to divide the
Serial Preference Stock into series and to fix the dividend
rates, redemption rights and prices, liquidation rights and
conversion rights thereof. Holders of Serial Preference Stock
have no preemptive rights except to the extent that rights of
conversion or exchange have been expressly granted by the
Board of Directors.
Voting Rights
Holders of each share of Common and Serial
Preference Stock are entitled to one vote per share upon all
matters presented to shareholders. Shareholders may cumulate
their votes in the election of directors if notice stating
that cumulative voting is desired has been given to the
Company in accordance with Florida law. The holders of record
of shares entitled to exercise a majority of the voting power
of the Company constitute a quorum at any meeting for the
election of directors.
Reports
The Company furnishes to its shareholders annual
reports containing consolidated financial statements and a
report thereon by its independent public accountants, as well
as other reports as may be deemed appropriate from time to
time by management.
Transfer Agent and Registrar
Continental Stock Transfer and Trust company, New
York, New York acts as Transfer Agent and Registrar of the
Company's securities.
Item 2. Exhibits.
1. Amended and Restated Articles of Incorporation
of the Company.
2. By-Laws of the Company.
3. Specimen Class A Stock Certificate.
Pursuant to the requirements of Section 12 of the
Securities and Exchange Act of 1934, the Registrant has duly
caused this Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized.
THE BANC STOCK GROUP, INC.
(Registrant)
Date: February 17, 1999 By: /s/ Michael E. Guirlinger, Pres.
Michael E. Guirlinger, President
STATE OF FLORIDA
Department of State
I certify from the records of this office that THE BANC STOCK
GROUP, INC., is a corporation organized under the laws of the
State of Florida, filed on April 18, 1990.
The document number of this corporation is L67027.
I further certify that said corporation has paid all fees and
penalties due this office through December 31, 1998, that its
most recent annual report was filed on February 9, 1998, and
its status is active.
I further certify that said corporation has not filed Articles
of Dissolution.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Twenty-seventh day of January, 1999
Great Seal of the State of Florida
(CR2E022 (1-99) /s/ KatherineHarris
Katherine Harris
Secretary of State
STATE OF FLORIDA
Department of State
I certify the attached is a true and correct copy of the
Articles of Incorporation, as amended to date, of THE BANC
STOCK GROUP, INC., a corporation organized under the laws of
the State of Florida, as shown by the records of this office.
The document number of this corporation is L67027.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Twenty-eighth day of January, 1999
Great Seal of the State of Florida
(CR2E022 (1-99) /s/Katherine Harris
Katherine Harris
Secretary of State
ARTICLES OF INCORPORATION
OF
HEARTLAND FINANCIAL GROUP, INC.
The undersigned subscriber to these Articles of
Incorporation, a natural person competent to contract, hereby
forms a corporation under the laws of the State of Florida.
ARTICLE I. NAME
The name of the corporation shall be:
HEARTLAND FINANCIAL GROUP, INC.
The principal place of business of this corporation shall
be 10405 Tamiami Trail No., Naples, Florida.
ARTICLE II. NATURE OF BUSINESS
This corporation may engage or transact in any or all
lawful activities or business permitted under the laws of the
United States, the State of Florida or any other state,
country, territory or nation.
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this
corporation is authorized to have outstanding at any one time
is;
(a) 50,000,000 shares of Serial Preference Stock,
par value $.0001, issuable in series, hereinafter called
"Serial Preference Stock";
(b) 150,000,000 shares of Common Stock, par value $.0001.
The express terms of each such class of stock are as follows:
DIVISION A
EXPRESS TERMS OF THE
SERIAL PREFERENCE STOCK
Section 1. The Serial Preference Stock may be issued
from time to time in one or more series. All shares of Serial
Preference Stock
shall be of equal rank and shall be identical, except in
respect of the matters that may be fixed by the Board of
Directors as hereinafter provided, and each share of each
series shall be identical with all other shares of such
series, except as to the date from which dividends are
cumulative. Subject to the provisions of Section 2 to 8, both
inclusive, of this Division, which provisions shall apply to
all Serial Preference Stock, the Board of Directors hereby is
authorized to cause such shares to be issued in one or more
series and with respect to each such series prior to the
issuance thereof to fix:
(a) The designation of the series, which may be by
distinguishing number, letter or title.
(b) The number of shares of the series, which number
the Board of Directors may (except where otherwise
provided in the creation of the series) increase or
decrease (but not below the number of shares
thereof then outstanding).
(c) The annual dividend rate (if any) of the series.
(d) The dates at which dividends, if declared, shall be
payable, and the dates from which dividends shall
be cumulative.
(e) The redemption rights, obligations and price or
prices, if any, for shares of the series.
(f) The terms and amount of any sinking fund which may
be provided for the purchase or redemption of
shares of the series.
(g) The amounts payable on shares of the series in the
event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the
corporation.
(h) Whether the shares of the series shall be
convertible into Common shares and, if so, the
conversion ration, any adjustments thereof, and all
other terms and conditions upon which such
conversion may be made.
(i) Restrictions [in addition to those set forth in
Section 6(b) of this Division] on the issuance of
shares of the same series or of any other class or
series.
The Board of Directors is authorized to adopt from time
to time amendments to the Articles of Incorporation fixing or
changing, with respect to each such series, the matters
described in clauses (a) to (i), both inclusive, of this
Section 1.
Section 2. The holders of Serial Preference Stock of
each series, in preference to the holders of Common Stock and
of any other class of shares ranking junior to the Serial
Preference Stock, shall be entitled to receive out of any
funds legally available and when, if and as declared by the
Board of Directors dividends in cash at the rate for such
series fixed in accordance with the provisions of Section 1 of
this Division and no more, payable on the dates fixed for such
series. Any such dividends shall be cumulative, in the case
of shares of each particular series, from and after the
dividend date or dates fixed with respect to such series. No
dividends may be paid upon or declared or set apart for any of
the Serial Preference Stock for any quarterly dividend period
unless at the same time a like proportionate dividend for the
same quarterly dividend period, in proportion to the
respective annual dividend rates fixed therefor, shall be paid
upon or declared or set apart for all Serial Preference Stock
of all series then issued and outstanding and entitled to
receive such dividend.
Section 3. In no event so long as any Serial Preference
Stock shall be outstanding shall any dividends be paid or
declared or any distribution be made on the Common stock or
any other shares ranking junior to the Serial Preference Stock
unless a like dividend shall have been declared on the Serial
Preference Stock, unless the provisions with respect to such
Serial Preference Stock expressly permit such omission, or
shall any Common stock or any other shares ranking junior to
the Serial Preference Stock be purchased, retired or otherwise
acquired by the Corporation (except out of the proceeds of the
sale of Common stock or other shares ranking junior to the
Serial Preference Stock received by the Corporation:
(a) Unless all accrued and unpaid dividends on Serial
Preference Stock, including the full dividends for
the current quarterly dividend period, shall have
been declared and paid or a sum sufficient for
payment thereof set apart; and
(b) Unless there shall be no arrearages with respect to
the redemption of Serial preference Stock of any
series in accordance with the redemption provisions
of such Serial Preference Stock.
Section 4. (a) Subject to the express terms of each
series and to the provisions of section 6(b) (ii) of this
Division A, the Corporation may from time to time redeem all
or any part of the Serial Preference Stock of any series at
the time outstanding (i) at the option of the Board of
Directors at the applicable redemption price for such series
fixed in accordance with the provisions of Section 1 of this
Division; together in each case with an amount equal to all
dividends declared and unpaid thereon to the redemption date.
(b) Notice of every such redemption shall be mailed,
postage prepaid, to the holders of record of the Serial
Preference Stock to be redeemed at their respective
addresses then appearing on the books of the Corporation, not
less than thirty (30)
days nor more than sixty (60) days prior to the date fixed for
such redemption, the Corporation may segregate on its books an
amount equal to the aggregate redemption price of the shares
of Serial Preference Stock to be redeemed for the purpose of
such redemption. Upon the making of such segregation such
holders shall cease to be shareholders with respect to such
shares, and after such notice shall have been given and such
deposit shall have been made, such holders shall have no
interest in or claim against the Corporation with respect to
such shares except only to receive such money without interest
or the right to exercise, before the redemption date, any
unexpired privileges of conversion. In case less than all of
the outstanding shares of Serial Preference Stock are to be
redeemed, the Corporation shall select prorata or by lot the
shares so to be redeemed in such manner as shall be prescribed
by its Board of Directors.
If the holders of shares of Serial Preference Stock which
shall have been called for redemption shall not, within six
years after such segregation, claim the amount due for the
redemption thereof, the Corporation shall be relieved of all
responsibility in respect thereof and to such holders.
Section 5. (a) The holders of Serial Preference Stock of
all outstanding series shall, in case of voluntary
liquidation, voluntary dissolution or voluntary winding up of
the affairs of the Corporation, be entitled to receive in full
out of the assets of the Corporation, including its capital,
before any amount shall be paid or distributed among the
holders of the Common stock or any other shares ranking junior
to the Serial Preference Stock the amounts fixed in accordance
with Section 1 of this Division; plus in either event an
amount equal to all dividends declared and unpaid thereon to
the date of payment of the amount due pursuant to such
liquidation, dissolution or winding up of the affairs of the
Corporation. In case the net assets of the Corporation
legally available therefor are insufficient to permit the
payment upon all outstanding shares of Serial Preference Stock
of the full preferential amount to which they are respectively
entitled, then such net assets shall be distributed ratably
upon outstanding shares of Serial Preference Stock in
proportion to the full preferential amount to which each such
share is entitled.
After payment to holders of Serial Preference Stock of
the full preferential amounts as aforesaid, holders of Serial
Preference Stock as such shall have no right or claim to any
of the remaining assets of the Corporation.
In case of involuntary liquidation, involuntary
dissolution or involuntary winding up of the affairs of the
Corporation, the holders of Serial Preference Stock shall, as
such holders, (except with respect to any series as to which
the Board of Directors shall have otherwise provided pursuant
to Section 1(g) of this Division A, and solely to the extent
of such provision) receive distribution of the assets of the
Corporation ratably with the holders of shares of all other
classes, share for share, without distinction by reason of class.
(b) The merger or consolidation of the Corporation into
or with any other corporation, or the merger of any other
corporation into it, or the sale, lease or conveyance of all
or substantially all the property or business of the
Corporation, shall not be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary, for the
purposes of this Section 5.
Section 6. (a) The holders of Serial Preference Stock
shall be entitled to one vote for each share; and, except as
otherwise provided herein or required by law, the holders of
Serial Preference Stock and the holders of Common stock shall
vote together as one class on all matters.
(b) To the extent not forbidden by statute, the vote or
consent of the holders of at least a majority of the shares of
Serial Preference Stock at the time outstanding, given in
person or by proxy either in writing or at a meeting called
for the purpose at which the holders of Serial Preference
Stock shall vote separately as a class, shall be necessary to
effect any one or more of the following (but so far as the
holders of Serial Preference Stock are concerned, such action
may be affected with such vote or consent):
(i) Any amendment, alteration or repeal of any of the
provisions of the Articles of Incorporation or of
the Regulations of the Corporation which affects
adversely the voting powers, rights or preferences
of the holders of Serial Preference Stock;
provided, however, that for the purpose of this
clause (i) only, neither the amendment of the
Articles of Incorporation so as to authorize or
create, or to increase the authorized or
outstanding amount of any shares of any class
ranking junior to the Serial Preference Stock,
which is not contrary to the provision of any
amendment to the articles authorizing a series of
preferred shares, nor the amendment of the
provisions of the Regulations so as to increase the
number of Directors of the Corporation shall be
deemed to affect adversely the voting powers,
rights or preferences of the holders of Serial
Preference Stock; and provided further, that if
such amendment, alteration or repeal affects
adversely the rights or preferences of one or more
but not all series of Serial preference stock at
the time outstanding, only the vote or consent of
the holders of at least a majority of the number of
the shares at the time outstanding of the series so
affected shall be required;
(ii) The authorization or creation of, or the increase
in the authorized amount of, any shares of any
class, or any security convertible into shares of
any class, ranking prior to the Serial Preference
Stock.
Section 7. For the purpose of this Division A:
Whenever reference is made to shares "ranking prior to
the Serial Preference Stock" or "on a parity with the Serial
Preference Stock," such reference shall mean and include all
shares of the Corporation in respect of which the rights of
the holders thereof as to the payment of dividends or as to
distributions in the event of a voluntary liquidation,
dissolution or winding up of the affairs of the Corporation
are given preference over, or rank on an equality with (as the
case may be) the rights of the holders of Serial Preference
Stock; and whenever reference is made to shares "ranking
junior to the Serial Preference Stock," such reference shall
mean and include all shares of the Corporation in respect of
which the rights of the holders thereof as to the payment of
dividends and as to distributions in the event of a voluntary
liquidation, dissolution or winding up of the affairs of the
Corporation are junior and subordinate to the rights of the
holders of Serial Preference Stock.
DIVISION B
EXPRESS TERMS OF THE CONVERTIBLE
PREFERENCE STOCK, SERIES B
There is hereby established a second series of Serial
Preference Stock to which the following provisions shall be
applicable:
(a) Designation of Series. The series shall be
designated "Convertible Preference Stock, Series "B".
(Hereinafter called "Series B").
(b) Number of Shares. The number of shares of Series B
Stock is 32,000 which number the Board of Directors may
increase or decrease (but not below the number of shares of
the series then outstanding).
(c) Dividend Rate. The dividend rate and dates of
payment for Series B Stock shall be determined from time to
time by the Board of Directors; provided, however, that it
shall not be less than the rate at which dividends are paid on
common stock.
(d) Liquidation Rights. The amount payable on Series B
Stock in the event of voluntary liquidation, dissolution or
winding up of the affairs of the Corporation shall be $5.00
per Share; and in the case of involuntary liquidation,
involuntary dissolution or involuntary winding up of the
affairs of the Corporation, the holders of Series B Stock
shall, as such holders, (except with respect to any series as
to which the Board of Directors shall have otherwise provided
pursuant to Section 1(g) of this Division A, and solely to the
extent of such provision) receive distribution of the assets
of the Corporation ratably with the holders of shares of all
other classes, share for share, without distinction by reason
of class.
(f) Conversion Rights.
(1) Subject to and upon compliance with the provisions of
this Section (g), the Series B Stock may at the option of the
holder at any time prior to December 31, 1994, be converted
into shares of Common Stock at the rate of one share of Common
Stock for one share of Series B Stock, as provided in this
Division B.
(2) The holder of each share of Series B Stock may
exercise conversion privilege in respect thereof by delivering
to any transfer agent of the Series B Stock (a) the
certificate for the share to be converted and (b) written
notice that the holder elects to convert such share and
stating the name or names (with address) in which the
certificate for common Stock is to be issued. Conversion
shall be deemed to have been effected on the date when such
delivery is made, and such date is referred to in this Section
(f) as the "conversion date." On the conversion date or as
promptly thereafter as practicable the Corporation shall issue
and deliver to the holder of the Series B Stock surrendered
for conversion, or on his written order, a certificate for the
number of full shares of Common Stock, issuable upon the
conversion of such Series B Stock and scrip in respect of any
fraction of a share as provided in Paragraph (3) of this
Section (f). The person in whose name the stock certificate
is to be issued shall be deemed to have become a holder of
Common Stock of record of the conversion date. No adjustment
shall be made for any dividends on the shares of Common Stock
issued on conversion.
(3) The Corporation shall not be required to issue
fractional shares of Common Stock upon conversion of Series B
Stock. If more than one share of Series B Stock shall be
surrendered for conversion at one time by the same holder, the
number of full shares of Common Stock issuable upon conversion
thereof shall be computed on the basis of the aggregate number
of shares so surrendered. If any fractional interest in a
share of Common Stock would otherwise be deliverable upon the
conversion of any Series B Stock, the Corporation shall in
lieu of delivering a fractional share therefor, issue
registered scrip certificates for such fractional interests
which shall carry with them no rights other than the right to
be assigned, to be combined and divided and to be exchanged,
when surrendered with other like certificates in amounts
aggregating a full share or multiples thereof, for the full
share or shares in lieu of which such scrip was issued.
(4) If the Corporation splits or combines the outstanding
shares of Common Stock, the conversion rate then in effect
shall be proportionately increased in the case of a split or
decreased in the case of a combination, so as appropriately to
reflect the same, in each case as of the opening of business
on the date following the date on which such split or
combination became effective.
(5) Whenever the conversion rate is adjusted as above
provided, the Corporation shall forthwith place on file with
each transfer agent of the Series B Stock, a statement signed
by the President or a Vice-President of the Corporation and by
its Treasurer or its
Secretary or an Assistant Secretary showing in detail the
facts requiring such adjustment and the conversion rate after
such adjustment and shall exhibit the same from time to time
to any holder of Series B Stock desiring an inspection
thereof.
(6) The issue of Stock certificates on conversion of
Series B Stock shall be without charge to the converting
shareholder for any original issue tax in respect of the issue
thereof. The Corporation shall not, however, be required to
pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of shares in any name other
than the holder of Series B Stock converted, and the
Corporation shall not be required to issue or delivery any
such stock certificate unless and until the person or persons
requesting the issue thereof shall have paid to the
Corporation the amount of such tax or shall have established
to the satisfaction of the Corporation that such tax has been
paid.
(7) The corporation hereby reserves and shall at all
times reserve and keep available, free from pre-emptive
rights, out of its authorized but unissued stock, for the
purpose of effecting the conversion of the Series B Stock,
such number of its duly authorized shares of Common Stock as
shall from time to time be sufficient to effect the conversion
of all outstanding Series B Stock.
DIVISION C
EXPRESS TERMS OF THE COMMON STOCK
The Common Stock shall be subject to the express terms of
the Serial Preference Stock, and each series thereof. Each
share of Common Stock shall be equal to every other share of
Common Stock. The holders of shares of Common Stock shall be
entitled to one vote for each share of such stock upon all
matters presented to the shareholders.
ARTICLE IV. TERM OF EXISTENCE
This corporation shall exist perpetually.
ARTICLE V. DIRECTORS
The initial directors of the corporation and their
addresses are as follows:
Bradley T. Smith
411 Arcadia
Columbus, Ohio 43202
Michael J. McKenzie
1279 Solana Road
Naples, Florida 33940
Charles Core
6276 Busch Boulevard
Columbus, Ohio 43229
ARTICLE VI. NO PREEMPTIVE RIGHTS
No holder of stock of any class in this Corporation shall
be entitled as of right to subscribe for any part of any stock
of any class of the Corporation to be issued under the
authorization contained in these Articles of Incorporation, or
by reason of any increase of authorized capital stock of the
Corporation. The Board of Directors in its unqualified
discretion shall determine how and to whom any such shares
shall be sold.
ARTICLE VII. SHARE PURCHASE
The Corporation may purchase, from time to time and to
the extent permitted by the laws of Florida, shares of any
class of stock issued by it. Such purchases may be made
either in the open market or at private or public sale, and in
such manner and amounts, from such holder or holders of
outstanding stock of the corporation and at such prices as the
Board of Directors of the Corporation shall from time to time
determine, and the Board of Directors is hereby empowered to
authorize such purchases from time to time without any vote of
the holders of any class of shares now or hereafter authorized
and outstanding at the time of any such purchase.
ARTICLE VIII. INDEMNIFICATION
Except as otherwise provided herein, every person who is
or has been a director or officer of the Corporation or of any
Constituent Corporation, and his heirs and legal
representatives is hereby indemnified by the Corporation
against expenses and liabilities actually and necessarily
incurred by him in connection with the defense of either (1)
any action, suit, or proceeding to which he may be a party
defendant or (2) any claim of liability asserted against him,
by reason of his being or having been a director or officer of
the Corporation. Without limitation, the term "expenses"
includes any amount paid or agreed to be paid in satisfaction of a
judgment or in settlement of a judgment or claim of liability
other than any amount paid or agreed to be paid to the
Corporation itself. The Corporation does not, however,
indemnify any director or officer in respect to any matter as
to which he shall be finally adjudged liable for negligence or
misconduct in the performance of his duties as such director
or officer, nor, in the case of a settlement, unless such
settlement shall be found to be in the interest of the
Corporation by (1) the court having jurisdiction of the
action, suit, or proceeding against such director or officer
or of a suit involving his right to indemnification, or (2) a
majority of the directors of the Corporation then in office
other than those involved in such matter (whether or not such
majority constitutes a quorum), or if there are not at least
two directors of the Corporation then in office, other than
those involved in such matter, by a majority of a committee
(selected by the Board of Directors) of five or more
shareholders of the Corporation who are directors or officers,
provided that such indemnity in case of a settlement shall not
be allowed by directors or committee of shareholders unless it
is found by independent legal counsel (meaning a lawyer who is
not a director, officer, or employee of the Corporation, and
is not a partner or professional associate of a director,
officer, or employee of the Corporation) that such settlement
is reasonable in amount and in the interest of the
Corporation. The foregoing rights of indemnification shall be
in addition to all rights to which any such director or
officer may be entitled as a matter of law.
Each person (including a director or officer of the
Corporation) who, at the request of the Corporation, acts as
a director of officer of any other corporation in which the
Corporation owns shares of or which it is a creditor, may, by
action of the Board of Directors, be indemnified by the
Corporation to the same extent that directors and officers of
the Corporation are indemnified by this Article VIII.
The Corporation shall hold harmless and indemnify any
officer or director of this Corporation or of any Constituent
Corporation with respect to any obligation of any of said
Corporations which he has guaranteed or shall guarantee.
Unless otherwise expressly provided, the representations,
covenants and warranties expressed in any Agreement of Merger
in which the Corporation is the survivor, shall be those of
the corporate parties only, on behalf of the economic
interests they represent, and are not made on behalf of and do
not bind any officer, director or other person, whatever his
relationship to either or both of such corporations.
ARTICLE IX. SALE OF ASSETS
Except as expressly provided in the Articles and except
as may be otherwise required by law, or a lesser vote may be
permitted by law, the Corporation may sell, lease or convey
all or substantially all the property or business of the
corporation or consolidate or merge with or into any other
corporation or corporations, or amend the Articles of Incorporation,
or take such other action as may require the authorization of
shareholders, upon the affirmative vote of the holders of not
less than a majority of the combined voting power of all
classes of stock at the time outstanding and entitled to vote,
and for any purpose as to which the vote of the shares of a
particular class is required, upon the affirmative vote of the
holders of not less than a majority of the voting power of
such class; provided, however, that a lease, sale or transfer
by the Corporation of all or a substantial portion of its real
estate assets, whether severally or as an entirety, shall not
be regarded as the sale of substantially all of its assets for
any purpose.
ARTICLE X. INCORPORATOR
The name and street address of the Incorporator to these
Articles of Incorporation is:
Lloyd Bowein
10405 Tamiami Trail No.
Naples, Florida
IN WITNESS WHEREOF, the undersigned incorporator has
hereunto set his hand on this 14th day of April 1990.
/s/ Lloyd Bowein
Lloyd Bowein
STATE OF FLORIDA
COUNTY OF COLLIER
The foregoing instrument was acknowledged before me this
14th day of April 1990, by Lloyd Bowein.
/s/ L.S. Bowein
Notary Public, State of Florida at Large
My Commission expires June 23, 1990.
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE
SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM
PROCESS MAY BE SERVED.
In pursuance of Chapter 48.091, Florida Statutes, the
following is submitted in compliance with said Act:
FIRST: That HEARTLAND FINANCIAL GROUP, INC., desires to
organize under that laws of the State of Florida with its
principal place of business in the City of Naples, County of
Collier, State of Florida, and has named Lloyd L. Bowein,
located at 10405 Tamiami Trail, North, City of Naples, State
of Florida as its agent to accept service of process within
this State.
ACKNOWLEDGMENT:
Having been named to accept service of process for the
above-stated corporation at the place designated in this
Certificate, I hereby accept to act in this capacity and agree
to comply with the provisions of said Act relative to keeping
open said office.
/s/ Lloyd L. Bowein
Lloyd L. Bowein
Date: 4-14-90
CERTIFICATE OF RESTATEMENT OF
ARTICLES OF INCORPORATION
OF
HEARTLAND FINANCIAL GROUP, INC.
Pursuant to Section 607.1006 of the Florida Business
Corporation Act, the undersigned Corporation adopts the
Amended and Restated Articles of Incorporation attached hereto
as Exhibit "A".
The Amended and Restated Articles of Incorporation
were approved by the shareholders at a meeting duly noticed
and called on May 25, 1991. There were 476,630 votes cast for
the Amended and Restated Articles of Incorporation and zero
against out of 513,630 common shares entitled to vote. Which
was sufficient for approval.
Signed this 6th day of June 1991.
HEARTLAND FINANCIAL GROUP, INC.
By: /s/ Bradley T. Smith, President
Bradley T. Smith, President
EXHIBIT A
RESTATED
ARTICLES OF INCORPORATION
OF
HEARTLAND FINANCIAL GROUP, INC.
ARTICLE I. NAME
The name of the corporation shall be:
HEARTLAND FINANCIAL GROUP, INC.
The principal place of business of this corporation shall be
10405 Tamiami Trail No, Naples, Florida.
ARTICLE II. NATURE OF BUSINESS
This corporation may engage or transact in any or all
lawful activities or business permitted under the laws of the
United States, the State of Florida or any other state,
country, territory or nation.
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation
is authorized to have outstanding at any one time is;
(a) 50,000,000 shares of Serial Preference Stock,
par value $.0001, issuable in series, hereinafter
called "Serial Preference Stock";
(b) 150,000,000 shares of Common Stock, par value
$.0001, issuable in classes as hereinafter
provided.
The express terms of the Serial Preference Stock and
the Common Stock are as follows:
DIVISION A
EXPRESS TERMS OF THE
SERIAL PREFERENCE STOCK
Section 1. The Serial Preference Stock may be issued
from time to time in one or more series. All shares of Serial
Preference Stock shall be of equal rank and shall
be identical, except in respect of the matters that may be
fixed by the Board of Directors as hereinafter provided, and
each share of each series shall be identical with all other
shares of such series, except as to the date from which
dividends are cumulative. Subject to the provisions of
Section 2 to 8, both inclusive, of this Division, which
provisions shall apply to all Serial Preference Stock, the
Board of Directors hereby is authorized to cause such shares
to be issued in one or more series and with respect to each
such series prior to the issuance thereof to fix:
(a) The designation of the series, which may be by
distinguishing number, letter or title.
(b) The number of shares of the series, which number
the Board of Directors may (except where otherwise
provided in the creation of the series) increase or
decrease (but not below the number of shares
thereof then outstanding).
(c) The annual dividend rate (if any) of the series.
(d) The dates at which dividends, if declared, shall be
payable, and the dates from which dividends shall
be cumulative.
(e) The redemption rights, obligations and price or
prices, if any, for shares of the series.
(f) The terms and amount of any sinking fund which may
be provided for the purchase or redemption of
shares of the series.
(g) The amounts payable on shares of the series in the
event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the
corporation.
(h) Whether the shares of the series shall be
convertible into Common shares and, if so, the
conversion ratio, any adjustments thereof, and all
other terms and conditions upon which such
conversion may be made.
(i) Restrictions [in addition to those set forth in
Section 6(b) of this Division] on the issuance of
shares of the same series or of any other class or
series.
The Board of Directors is authorized to adopt from time
to time amendments to the Articles of Incorporation fixing or
changing, with respect to each such series, the matters
described in clauses (a) to (i), both inclusive, of this
Section 1.
Section 2. The holders of Serial Preference Stock of
each series, in preference to the holders of Common Stock and
of any other class of shares ranking junior to the Serial
Preference Stock, shall be entitled to receive out of any
funds legally available and when, if and as declared by the
Board of Directors dividends in cash at the rate for such
series fixed in accordance with the provisions of Section 1 of
this Division and no more, payable on the dates fixed for such
series. Any such dividends shall be cumulative, in the case
of shares of each particular series, from and after the
dividend date or dates fixed with respect to such series. No
dividends may be paid upon or declared or set apart for any of
the Serial Preference Stock for any quarterly dividend period
unless at the same time a like proportionate dividend for the
same quarterly dividend period, in proportion to the
respective annual dividend rates fixed therefor, shall be paid
upon or declared or set apart for all Serial Preference Stock
of all series then issued and outstanding and entitled to
receive such dividend.
Section 3. In no event so long as any Serial Preference
Stock shall be outstanding shall any dividends be paid or
declared or any distribution be made on the Common stock or
any other shares ranking junior to the Serial Preference Stock
unless a like dividend shall have been declared on the Serial
Preference Stock, unless the provisions with respect to such
Serial Preference Stock expressly permit such omission, nor
shall any Common stock or any other shares ranking junior to
the Serial Preference Stock be purchased, retired or otherwise
acquired by the Corporation (except out of the proceeds of the
sale of Common Stock or other shares ranking junior to the
Serial Preference Stock received by the Corporation:
(a) Unless all accrued and unpaid dividends on Serial
Preference Stock, including the full dividends for
the current quarterly dividend period, shall have
been declared and paid or a sum sufficient for
payment thereof set apart; and
(b) Unless there shall be no arrearages with respect to
the redemption of Serial preference Stock of any
series in accordance with the redemption provisions
of such Serial Preference Stock.
Section 4. (a) Subject to the express terms of each
series and to the provisions of section 6(b) (ii) of this
Division A, the Corporation may from time to time redeem all
or any part of the Serial Preference Stock of any series at
the time outstanding at the option of the Board of Directors
at the applicable redemption price for such series fixed in
accordance with the provisions of Section 1 of this Division;
together in each case with an amount equal to all dividends
declared and unpaid thereon to the redemption date.
(b) Notice of every such redemption shall be mailed,
postage prepaid, to the holders of record of the Serial
Preference Stock to be redeemed at their respective
addresses then appearing on the books of the Corporation, not
less than thirty (30)
days nor more than sixty (60) days prior to the date fixed for
such redemption. At any time before or after notice has been
given as above provided, the Corporation may segregate on its
books an amount equal to the aggregate redemption price of the
shares of Serial Preference Stock to be redeemed for the
purpose of such redemption. Upon the making of such
segregation such holders shall cease to be shareholders with
respect to such shares, and after such notice shall have been
given and such deposit shall have been made, such holders
shall have no interest in or claim against the Corporation
with respect to such shares except only to receive such money
without interest or the right to exercise, before the
redemption date, any unexpired privileges of conversion. In
case less than all of the outstanding shares of Serial
Preference Stock are to be redeemed, the Corporation shall
select pro rata or by lot the shares so to be redeemed in such
manner as shall be prescribed by its Board of Directors.
If the holders of shares of Serial Preference Stock which
shall have been called for redemption shall not, within six
years after such segregation, claim the amount due for the
redemption thereof, the Corporation shall be relieved of all
responsibility in respect thereof and to such holders.
Section 5. (a) The holders of Serial Preference Stock of
all outstanding series shall, in case of voluntary
liquidation, voluntary dissolution or voluntary winding up of
the affairs of the Corporation, be entitled to receive in full
out of the assets of the Corporation, including its capital,
before any amount shall be paid or distributed among the
holders of the Common stock or any other shares ranking junior
to the Serial Preference Stock the amounts fixed in accordance
with Section 1 of this Division; plus in either event an
amount equal to all dividends declared and unpaid thereon to
the date of payment of the amount due pursuant to such
liquidation, dissolution or winding up of the affairs of the
Corporation. In case the net assets of the Corporation
legally available therefor are insufficient to permit the
payment upon all outstanding shares of Serial Preference Stock
of the full preferential amount to which they are respectively
entitled, then such net assets shall be distributed ratably
upon outstanding shares of Serial Preference Stock in
proportion to the full preferential amount to which each such
share is entitled.
After payment to holders of Serial Preference Stock of
the full preferential amounts as aforesaid, holders of Serial
Preference Stock as such shall have no right or claim to any
of the remaining assets of the Corporation.
In case of involuntary liquidation, involuntary
dissolution or involuntary winding up of the affairs of the
Corporation, the holders of Serial Preference Stock shall, as
such holders, (except with respect to any series as to which
the Board of Directors shall have otherwise provided pursuant
to Section 1(g) of this Division A, and solely to the extent
of such provision) receive distribution of the assets of the
Corporation ratably with the holders of shares of all other
classes, share for share, without distinction by reason of class.
(b) The merger or consolidation of the Corporation into
or with any other corporation, or the merger of any other
corporation into it, or the sale, lease or conveyance of all
or substantially all the property or business of the
Corporation, shall not be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary, for the
purposes of this Section 5.
Section 6. (a) The holders of Serial Preference Stock
shall be entitled to one vote for each share; and, except as
otherwise provided herein or required by law, the holders of
Serial Preference Stock and the holders of Common stock shall
vote together as one class on all matters.
(b) To the extent not forbidden by statute, the vote or
consent of the holders of at least a majority of the shares of
Serial Preference Stock at the time outstanding, given in
person or by proxy either in writing or at a meeting called
for the purpose at which the holders of Serial Preference
Stock shall vote separately as a class, shall be necessary to
effect any one or more of the following (but so far as the
holders of Serial Preference Stock are concerned, such action
may be affected with such vote or consent):
(i) Any amendment, alteration or repeal of any of the
provisions of the Articles of Incorporation or of
the Regulations of the Corporation which affects
adversely the voting powers, rights or preferences
of the holders of Serial Preference Stock;
provided, however, that for the purpose of this
clause (i) only, neither the amendment of the
Articles of Incorporation so as to authorize or
create, or to increase the authorized or
outstanding amount of any shares of any class
ranking junior to the Serial Preference Stock,
which is not contrary to the provision of any
amendment to the articles authorizing a series of
preferred shares, nor the amendment of the
provisions of the Regulations so as to increase the
number of Directors of the Corporation shall be
deemed to affect adversely the voting powers,
rights or preferences of the holders of Serial
Preference Stock; and provided further, that if
such amendment, alteration or repeal affects
adversely the rights or preferences of one or more
but not all series of Serial preference stock at
the time outstanding, only the vote or consent of
the holders of at least a majority of the number of
the shares at the time outstanding of the series so
affected shall be required;
(ii) The authorization or creation of, or the increase
in the authorized amount of, any shares of any
class, or any security convertible into shares of
any class, ranking prior to the Serial Preference
Stock.
Section 7. For the purpose of this Division A:
Whenever reference is made to shares "ranking prior to
the Serial Preference Stock" or "on a parity with the Serial
Preference Stock," such reference shall mean and include all
shares of the Corporation in respect of which the rights of
the holders thereof as to the payment of dividends or as to
distributions in the event of a voluntary liquidation,
dissolution or winding up of the affairs of the Corporation
are given preference over, or rank on an equality with (as the
case may be) the rights of the holders of Serial Preference
Stock; and whenever reference is made to shares "ranking
junior to the Serial Preference Stock," such reference shall
mean and include all shares of the Corporation in respect of
which the rights of the holders thereof as to the payment of
dividends and as to distributions in the event of a voluntary
liquidation, dissolution or winding up of the affairs of the
Corporation are junior and subordinate to the rights of the
holders of Serial Preference Stock.
DIVISION B
EXPRESS TERMS OF THE CONVERTIBLE
PREFERENCE STOCK, SERIES B
There is hereby established a second series of Serial
Preference Stock to which the following provisions shall be
applicable:
(a) Designation of Series. The series shall be
designated "Convertible Preference Stock, Series "B".
(Hereinafter called "Series B").
(b) Number of Shares. The number of shares of Series B
Stock is 72,000 which number the Board of Directors may
increase or decrease (but not below the number of shares of
the series then outstanding).
(c) Dividend Rate. The dividend rate and dates of
payment for Series B Stock shall be determined from time to
time by the Board of Directors; provided, however, that it
shall not be less than the rate at which dividends are paid on
common stock.
(d) Liquidation Rights. The amount payable on Series B
Stock in the event of voluntary liquidation, dissolution or
winding up of the affairs of the Corporation shall be $5.00
per Share; and in the case of involuntary liquidation,
involuntary dissolution or involuntary winding up of the
affairs of the Corporation, the holders of Series B Stock
shall, as such holders, (except with respect to any series as
to which the Board of Directors shall have otherwise provided
pursuant to Section 1(g) of this Division A, and solely to the
extent of such provision) receive distribution of the assets
of the Corporation ratably with the holders of shares of all
other classes, share for share, without distinction by reason
of class.
(e) Conversion Rights.
(1) Subject to and upon compliance with the
provisions of this Section (e), the Series B Stock
may at the option of the holder at any time prior
to December 31, 1994, be converted into shares of
Common Stock at the rate of one share of Common
Stock for one share of Series B Stock, as provided
in this Division B.
(2) The holder of each share of Series B Stock may
exercise conversion privilege in respect thereof by
delivering to any transfer agent of the Series B
Stock (A) the certificate for the share to be
converted and (B) written notice that the holder
elects to convert such share and stating the name
or names (with address) in which the certificate
for common Stock is to be issued. Conversion shall
be deemed to have been effected on the date when
such delivery is made, and such date is referred to
in this Section (e) as the "conversion date". On
the conversion date or as promptly thereafter as
practicable the Corporation shall issue and deliver
to the holder of the Series B Stock surrendered for
conversion, or on his written order, a certificate
for the number of full shares of Class A Common
Stock, issuable upon the conversion of such Series
B Stock and scrip in respect of any fraction of a
share as provided in Paragraph (3) of this Section
(f). The person in whose name the stock
certificate is to be issued shall be deemed to have
become a holder of Class A Common Stock of record
of the conversion date. No adjustment shall be
made for any dividends on the shares of Common
Stock issued on conversion.
(3) The Corporation shall not be required to issue
fractional shares of Class A Common Stock upon
conversion of Series B Stock. If more than one
share of Series B Stock shall be surrendered for
conversion at one time by the same holder, the
number of full shares of Class A Common Stock
issuable upon conversion thereof shall be computed
on the basis of the aggregate number of shares so
surrendered. If any fractional interest in a share
of Common Stock would otherwise be deliverable upon
the conversion of any Series B Stock, the
Corporation shall in lieu of delivering a
fractional share therefor, issue cash in the amount
of the fair market value of such fractional
interest or registered scrip certificates for such
fractional interests which shall carry with them no
rights other than the right to be assigned, to be
combined and divided and to be exchanged, when
surrendered with other like certificates in amounts
aggregating a full share or multiples thereof, for
the full share or shares in lieu of which such
scrip was issued.
(4) If the Corporation splits or combines the
outstanding shares of Class A Common Stock, the
conversion rate then in effect shall be
proportionately increased in the case of a split or
decreased in the case of a combination, so as
appropriately to reflect the same, in each case as
of the opening of business on the date following
the date on which such split or combination became
effective.
(5) Whenever the conversion rate is adjusted as
above provided, the Corporation shall forthwith
place on file with each transfer agent of the
Series B Stock, a statement signed by the President
or a Vice-President of the Corporation and by its
Treasurer or its Secretary or an Assistant
Secretary showing in detail the facts requiring
such adjustment and the conversion rate after such
adjustment and shall exhibit the same from time to
time to any holder of Series B Stock desiring an
inspection thereof.
(6) The issue of Stock certificates on conversion
of Series B Stock shall be without charge to the
converting shareholder for any original issue tax
in respect of the issue thereof. The Corporation
shall not, however, be required to pay any tax
which may be payable in respect of any transfer
involved in the issue and delivery of shares in any
name other than the holder of Series B Stock
converted, and the Corporation shall not be
required to issue or delivery any such stock
certificate unless and until the person or persons
requesting the issue thereof shall have paid to the
Corporation the amount of such tax or shall have
established to the satisfaction of the Corporation
that such tax has been paid.
(7) The corporation hereby reserves and shall at
all times reserve and keep available, free from
pre-emptive rights, out of its authorized but
unissued stock, for the purpose of effecting the
conversion of the Series B Stock, such number of
its duly authorized shares of Class A Common Stock
as shall from time to time be sufficient to effect
the conversion of all outstanding Series B Stock.
DIVISION C
EXPRESS TERMS OF THE COMMON STOCK
(1) The Common Stock may be issued from time to time in
three classes. One class, designated as Class A Common Stock
("Class A Common"), shall consist of 147,800,000 shares of the
Common Stock; one class, designated as Class B Common Stock
("Class B Common"), shall consist of 1,000,000 shares of the
Common Stock; and one class, designated as Class C Common
Stock ("Class C Common"), shall consist of 1,200,000 shares of
the Common Stock.
(2) Except as otherwise provided in these Articles of
Incorporation, each share of Common Stock shall be equal to
each other share of Common Stock in every respect.
(3) Each share of outstanding Common Stock shall entitle
the holder thereof to one vote per share thereof upon all
matters upon which shareholders have the right to vote.
(4) If the Corporation shall be voluntarily or
involuntarily liquidated, dissolved or wound up, the holders
of the then outstanding Class A Common shall have a preference
against the property of the Corporation available for
distribution to the holders of the Corporation's Class B
Common and Class C Common equal to One Dollar and Fifty Cents
($1.50) per share of the then outstanding Class A Common.
Neither the consolidation nor merger of the Corporation into
or with any corporation or corporations, nor the sale nor
transfer by the; Corporation of all or any part of its
property, nor any reduction of the authorized or issued shares
of stock of the Corporation or any class, whether now or
hereafter authorized, shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the
meaning of any of the provisions of this section.
(5) Commending on December 1, 1991, and on each December
1st thereafter, 25% of the authorized shares of Class B Common
shall be converted to shares of Class A Common. At December
1, 1994, any shares of Class B Common which at that date had
not yet converted to Class A Common shall be redesignated and
converted to shares of Class A Common.
(6) Commencing on December 1, 1991, and on each December
1st thereafter, 10% of the authorized shares of Class C Common
shall be converted to shares of Class A Common. At December
1, 2000, any shares of Class C Common which at that date had
not yet converted to Class A Common shall be redesignated and
converted to shares of Class A Common.
ARTICLE IV. TERM OF EXISTENCE
This corporation shall exist perpetually.
ARTICLE V. NO PREEMPTIVE RIGHTS
No holder of stock of any class in this Corporation shall
be entitled as of right to subscribe for any part of any stock
of any class of the Corporation to be issued under the
authorization contained in these Articles of Incorporation, or
by reason of any increase of authorized capital stock of the
Corporation. The Board of Directors in its unqualified
discretion shall determine how and to whom any such shares
shall be sold.
ARTICLE VI. SHARE PURCHASE
The Corporation may purchase, from time to time and to
the extent permitted by the laws of Florida, shares of any
class of stock issued by it. Such purchases may be made
either in the open market or at private or public sale, and in
such manner and amounts, from such holder or holders of
outstanding stock of the corporation and at such prices as the
Board of Directors of the Corporation shall from time to time
determine, and the Board of Directors is hereby empowered to
authorize such purchases from time to time without any vote of
the holders of any class of shares now or hereafter authorized
and outstanding at the time of any such purchase.
ARTICLE VII. INDEMNIFICATION
Except as otherwise provided herein, every person who is
or has been a director or officer of the Corporation or of any
Constituent Corporation, and his heirs and legal
representatives is hereby indemnified by the Corporation
against expenses and liabilities actually and necessarily
incurred by him in connection with the defense of either (1)
any action, suit, or proceeding to which he may be a party
defendant or (2) any claim of liability asserted against him,
by reason of his being or having been a director or officer of
the Corporation. Without limitation, the term "expenses"
includes any amount paid or agreed to be paid in satisfaction
of a judgment or in settlement of a judgment or claim of
liability other than any amount paid or agreed to be paid to
the Corporation itself. The Corporation does not, however,
indemnify any director or officer in respect to any matter as
to which he shall be finally adjudged liable for negligence or
misconduct in the performance of his duties as such director
or officer, nor, in the case of a settlement, unless such
settlement shall be found to be in the interest of the
Corporation by (1) the court having jurisdiction of the
action, suit, or proceeding against such director of officer
or of a suit involving his right to indemnification, or (2) a
majority of the directors of the Corporation then in office
other than those involved in such matter (whether or not such
majority constitutes a quorum), or if there are not at least
two directors of the Corporation then in office, other than
those involved in such matter, by a majority of a committee
(selected by the Board of Directors) of five or more
shareholders of the Corporation who are directors or officers,
provided that such indemnity in case of a settlement shall not
be allowed by the directors or committee of shareholders
unless it is found by independent legal counsel (meaning a
lawyer who is not a director, officer, or employee of the
Corporation, and is not a partner or professional associate of
a director, officer, or employee of the Corporation) that such
settlement is reasonable in amount and in the interest of the
Corporation. The foregoing rights of indemnification shall be
in addition to all rights to which any such director of
officer may be entitled as a matter of law.
Each person (including a director or officer of the
Corporation) who, at the request of the Corporation, acts as
a director or officer of any other corporation in
which the Corporation owns shares of or which it is a
creditor, may, by action of the Board of Directors, be
indemnified by the corporation to the same extent that
directors and officers of the Corporation are indemnified by
this Article VII.
The Corporation shall hold harmless and indemnify any
officer or director of this Corporation or of any Constituent
Corporation with respect to any obligation of any of said
corporations which he has guaranteed or shall guarantee.
Unless otherwise expressly provided, the representations,
covenants and warranties expressed in any Agreement of Merger
in which the Corporation is the survivor, shall be those of
the corporate parties only, on behalf of the economic
interests they represent, and are not made on behalf of and do
not bind any officer, director or other person, whatever his
relationship to either or both of such corporations.
ARTICLE VIII. SALE OF ASSETS
Except as expressly provided in the Articles and except
as may be otherwise required by law, or a lesser vote may be
permitted by law, the Corporation may sell, lease or convey
all or substantially all the property or business of the
Corporation or consolidate or merge with or into any other
corporation or corporations, or amend the Articles of
Incorporation, or take such other action as may require the
authorization of shareholders, upon the affirmative vote of
the holders of not less than a majority of the combined voting
power of all classes of stock at the time outstanding and
entitled to vote, and for any purpose as to which the vote of
the shares of a particular class is required, upon the
affirmative vote of the holders of not less than a majority of
the voting power of such class; provided, however, that a
lease, sale or transfer by the Corporation of all or a
substantial portion of its real estate assets, whether
severally or as an entirety, shall not be regarded as the sale
of substantially all of its assets for any purpose.
ARTICLE IX. AMENDED ARTICLES
These Amended and Restated Articles of Incorporation
supersede the existing Articles of Incorporation of the
Corporation.
Attachment to
Application for Reinstatement for
Heartland Financial Group, Inc.
FEI 65-0190407
Names of Officers
Title and/or Directors Address City and State
D L. Jean Thiergarten 6230 Busch Blvd. Columbus, Ohio
VP Charles Core 6230 Busch Blvd. Columbus, Ohio
S Sandra L. Quinn 6230 Busch Blvd. Columbus, Ohio
OFFICE OF COMPTROLLER
DEPARTMENT OF BANKING AND FINANCE
STATE OF FLORIDA
TALLAHASSEE
ROBERT F. MILLIGAN
COMPTROLLER OF FLORIDA
August 19, 1997
Michael A. Smith
Carlile Patchen & Murphy, LLP
366 East Broad Street
Columbus, Ohio 43215
Dear Mr. Smith:
Re: "The Banc Stock Group, Inc."
Thank you for your recent letter/fax requesting approval for
use of the above-referenced name. It is the opinion of this
Department that your name is definitive enough to
differentiate the business being conducted from that of a
commercial bank or trust company. Therefore, the Department
does not object to your use of the above-referenced name being
registered to conduct business in the State of Florida.
Sincerely,
/s/ WM Douglas Johnson
Wm. Douglas Johnson
Assistant Director
Division of Banking
101 East Gaines Street
The Fletcher Building - Sixth Floor
Tallahassee, FL 32399-0350
(904) 488-1111
:kr
cc: Karon Beyer, Chief
Bureau of Corporate Records
Division of Corporations
Secretary of State's Office
AMENDED ARTICLES OF INCORPORATION
OF
HEARTLAND FINANCIAL GROUP, INC.
Pursuant to Section 607.1006 of the Florida Business
Corporation Act, the undersigned Corporation adopts the
Amended Articles of Incorporation attached hereto as Exhibit "A".
The Amended Articles of Incorporation were approved
by the shareholders at a meeting duly noticed and called on
July 6, 1993. There were 5,821,021 votes cast for the Amended
Articles of Incorporation, zero against and 52,813 abstained
out of 6,199,260 shares of common stock entitled to vote.
Signed this 7th dat of July 1993.
HEARTLAND FINANCIAL GROUP, INC.
By: /s/ Bradley T. Smith, President
Bradley T. Smith, President
EXHIBIT "A"
AMENDED ARTICLES OF INCORPORATION
OF
HEARTLAND FINANCIAL GROUP, INC.
Article I. Name is hereby amended to read as follows:
ARTICLE I. NAME
The name of the corporation shall be:
HEARTLAND GROUP OF COMPANIES, INC.
The principal place of business of this corporation shall be
6230 Busch Boulevard, Columbus, Ohio 43229.
Article III. Capital Stock is amended to read as follows:
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this
corporation is authorized to have outstanding at any one time is
(a) 50,000,000 shares of Serial Preference Stock,
par value $.0001, issuable in series, hereinafter
called "Serial Preference Stock";
(b) 150,000,000 shares of Common Stock, no par
value, issuable in classes as hereinafter provided.
The remainder of Article III. Capital Stock shall remain
the same as set forth in the corporation's Restated Articles
of Incorporation dated June 6, 1991.
EXHIBIT A
Amended Articles of Incorporation
of
HEARTLAND GROUP OF COMPANIES, INC.
Article I. The name is hereby amended to read as follows:
ARTICLE I. NAME
The name of the corporation shall be:
THE BANC STOCK GROUP, INC.
All remaining Articles shall remain the same as set forth
in the corporation's Amended Articles of Incorporation dated
July 7, 1993.
AMENDED ARTICLES OF INCORPORATION
OF
HEARTLAND GROUP OF COMPANIES, INC.
Pursuant to Section 607.1006 of the Florida Business
Corporation Act, the undersigned corporation adopts the
Amended Articles of Incorporation attached hereto as Exhibit "A".
The Amended Articles of Incorporation were approved
by the shareholders at a meeting duly noticed and called on
June 19, 1997. There were 7,575,588 votes cast for the
Amended Articles of Incorporation, 52,671 against, and 783,473
abstained out of 8,411,732 shares of common stock entitled to
vote.
Signed this 19th day of June, 1997.
HEARTLAND GROUP OF COMPANIES, INC.
By: /s/ Michael E. Guirlinger, Pres.
Michael E. Guirlinger, President
FLORIDA DEPARTMENT OF STATE
Katherine Harris
Secretary of State
January 28, 1999
CARLILE PATCHEN & MURPHY LLP
ATTN: LISA R. ANDERSON
366 E BROAD STREET
COLUMBUS,OH 43215
Pursuant to your recent letter, we are enclosing the
certification you requested.
Should you have any questions regarding this matter you may
contact our office at (850) 487-6946.
Bonnie Furr
Certification Section Letter No. 799A00003928
Division of Corporations - P.O. BOX 6327 - Tallahassee,
Florida 32314
1/25/99 CORPORATE DETAIL RECORD SCREEN 11:51 AM
NUM: L67027 ST:FL ACTIVE/FL PROFIT FLD: 04/18/1990
LAST: NAME CHANGE AMENDMENT FLD: 09/18/1997
FEI#: 65-0190407
NAME : THE BANC STOCK GROUP, INC.
NH: 2 CHANGED: 02/09/98
PRINCIPAL : 1105 SCHROCK RD.
ADDRESS STE 437
COLUMBUS, OH 43229 US
RA NAME : C T CORPORATION SYSTEM NAME CHG: 03/02/92
RA ADDR : 1200 SOUTH PINE ISLAND RD. ADDR CHG: 03/02/92
PLANTATION, FL 33324 US
ANN REP : (1996) B 02/06/96 (1997) B 02/17/97 (1998) A 02/09/98
1. MENU, 3. OFFICERS, 4. EVENTS, 6. NAMES, 7. LIST,
8. NEXT, 9. PREV
ENTER SELECTION AND CR:
EXHIBIT B
BYLAWS
OF
HEARTLAND FINANCIAL GROUP, INC.
SHAREHOLDERS' MEETING
Section 1. Annual Meeting. The annual meeting of
the shareholders of this Corporation, for the purpose of
fixing or changing the number of directors of the Corporation,
electing directors and transacting such other business as may
come before the meeting, shall be held at 2:00 p.m. on the
first Monday in the fourth month following the close of the
corporate tax year, or on such date as the Board of Directors
shall so determine, if not a legal holiday, but if a legal
holiday, then on the next business day.
Section 2. Special Meetings. Special meetings of
the shareholders may be called at any time by the chairman of
the board, if any, the president or vice-president or a
majority of the Board of Directors acting with or without a
meeting, or the holder or holders of one-fourth of all the
shares outstanding and entitled to vote thereat.
Section 3. Place of Meetings. Meetings of
shareholders shall be held at the office of the Corporation in
the State of Ohio, unless the Board of Directors decides that
a meeting shall be held at some other place within or without
the State of Ohio and causes the notice thereof to so state.
Section 4. Notices of Meetings. Unless waived, a
written, printed, or typewritten notice of each annual or
special meeting, stating the day, hour and place and the
purpose or purposes thereof shall be served upon or mailed to
each shareholder of record entitled to vote or entitled to
notice, not more than sixty (60) days nor less than ten (10)
days before any such meeting. If mailed, it shall be directed
to a shareholder at his/her address as the same appears on the
records of the Corporation.
Section 5. Organization. At each meeting of the
shareholders, the chairman of the board, if any, or in his
absence, the president, or in the absence of the chairman of
the board and the president, the first vice-president, or in
the absence of all three persons, a chairman chosen by a
majority in interest of the shareholders
present in person or by proxy and entitled to vote, shall act
as chairman, and the secretary of the Corporation, or, if the
secretary of the Corporation not be present, the assistant
secretary, if any, or, in the absence of the secretary and
assistant secretary, any person whom the chairman of the
meeting shall appoint shall act as secretary of the meeting.
Section 6. Order of Business. The order of
business at all meetings of the shareholders shall be, insofar
as applicable, as follows:
1. Roll call, determination of presence of a quorum;
2. Proof of notice of meeting or waiver thereof;
3. Reading of minutes of preceding meeting and
approval thereof;
4. Report of Board of Directors, if any;
5. Reports of officers, if any;
6. Reports of committees, if any;
7. Election of directors;
8. Unfinished business; and
9. New business.
The order of business to be followed at any meeting
may, however, be changed by a vote of a majority in interest
of those present in person or by proxy at said meeting and
entitled to vote thereat.
Section 7. Quorum. A majority of the outstanding
shares, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If a quorum is present,
the affirmative vote of a majority of the shares represented
at the meeting shall be the act of the shareholders, unless
the vote of a greater number or voting by classes on the
matter being voted upon is required by law, the articles, or
these Bylaws.
Section 8. Action Without Meeting. Any action
required by Ohio law to be taken at a meeting of the
shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if
an action in writing, setting forth the action so taken, shall
be signed by all of the shareholders entitled to notice of a
meeting for such purpose.
Section 9. Proxies. At meetings of the
shareholders, any shareholder of record entitled to vote
thereat may be represented and may vote by a proxy or proxies
appointed by an instrument in writing signed by such
shareholder, but such instrument shall be filed with the
secretary of the meeting before the person holding such proxy
shall be allowed to vote thereunder. No proxy shall be valid
after the expiration of eleven months after the date of its
execution, unless the shareholder executing it shall have
specified therein the length of time it is to continue in force.
BOARD OF DIRECTORS
Section 10. General Powers of Board. The powers of
the Corporation shall be exercised, its business and affairs
conducted, and its property controlled by the Board of
Directors, except as otherwise provided by the law of Florida,
the Articles of Incorporation, or these Bylaws as to action
which requires authorization or approval by the shareholders.
Section 11. Number and Qualification. The number
of directors of the corporation, none of whom need be
shareholders, shall be not less than 5. Without amendment of
these Bylaws, the number of directors may be fixed or changed
by resolution adopted by the vote of holders of shares
representing a majority of the voting power at any annual
meeting, or any special meeting called for that purpose; but
no reduction of the number of directors shall have the effect
of removing any director prior to the expiration of his/her
term of office. No director need be a shareholder or officer
of the Corporation.
Section 12. Election of Directors. At each meeting
of the shareholders for the election of directors at which a
quorum is present, the persons receiving the greatest number
of votes shall be the directors. Unless prohibited by the
Articles, any shareholder may cumulate that shareholder's
votes at an election of directors upon fulfillment of the
conditions prescribed in the Florida Statutes Annotated or any
statute of like tenor or effect which is hereafter enacted.
Section 13. Term of Office. Election of directors
shall be held annually at the regular meeting or at a special
meeting called for such purpose or by the taking of the
shareholders of an action in lieu of a meeting. Unless a
director shall earlier resign, be removed, die, or be adjudged
mentally incompetent, each director shall hold office until
his/her successor is elected.
Section 14. Resignations. Any directors of the
Corporation may resign at any time by giving written notice to
the chairman of the board, the president or the secretary of
the Corporation. Such resignation shall take effect at the
time specified therein, and, unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 15. Vacancies. Vacancies in the Board of
Directors may be filled by a majority vote of the remaining
directors, even though they be less than a quorum of the
entire number of directors constituting a full board, until an
election to fill such vacancies is conducted. Shareholders
entitled to elect directors shall have the right to fill any
vacancy in the board (whether the same has been temporarily
filled by the remaining directors or not) at any meeting of
the shareholders called for that purpose,
and any directors elected at any such meeting of shareholders
shall serve until the next annual election of directors and
until their successors are elected and qualified.
Section 16. Removal. As provided for in the
Florida Statutes Annotated, a director or directors may be
removed from office, with or without assigning any cause, only
by the vote of the holders of shares entitling them to
exercise not less than a majority of the voting power of the
Corporation to elect directors in place of those to be
removed. In case of any such removal, a new director may be
elected at the same meeting for the unexpired term of each
director removed. Failure to elect a director to fill the
unexpired term of any director removed shall be deemed to
create a vacancy in the board.
Section 17. Meetings of the Board. A meeting of
the Board of Directors shall be held immediately following the
adjournment of each shareholders' meeting at which directors
are elected, and notice of such meeting need not be given.
The Board of Directors may, by resolution or bylaws,
provide for other meetings of the board.
Special meetings of the Board of Directors may be
held at any time upon call of the chairman of the board, if
any, the president, a vice-president, or any two members of
the board.
Notice of any special meeting of the Board of
Directors shall be mailed to each director, at the director's
residence or usual place of business, at least two days before
the day on which the meeting is to be held, or shall be sent
to the director at such place by telegraph, cable, radio or
wireless or any other medium which at the time such notice is
given, is customarily utilized for such communications, or
such notice shall be given personally or by telephone not
later than the day before the day on which the meeting is to
be held. Every such notice shall state the time and place of
the meeting but need not state the purposes thereof. Notice
of any meeting of the board need not be given to any director
if waived by that director in writing or by telegraph, cable,
radio, wireless or any other medium which at the time such
notice is given, is customarily utilized for such
communications, whether before or after such meeting, or if
that director shall be present at such meeting. Meetings may
be held through any communications equipment if all persons
participating can hear each other.
All meetings of the board shall be held at the
office of the Corporation in the State of Ohio, or at such
other place, outside the State of Ohio, as the board may
determine from time to time and as may be specified in the
notice thereof.
Section 18. Quorum. A majority of the number of
directors in office constitutes a quorum of the board for the
transaction of business.
Section 19. Action Without Meeting. Any action
required by Florida Law to be taken at a meeting of the Board
of Directors, or any other action which may be taken at a meeting
of the Board of Directors or the executive committee thereof, may
be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter
thereof, or by all the members of such committee, as the case
may be, and filed with the secretary of the Corporation.
Section 20. Authorization of Committees. The Board
of Directors may designate executive or other committees
consisting of not less than three directors each which shall
have and may exercise such powers as shall be conferred or
authorized by resolution of the board. Meetings or committees
may be held through any communications equipment if all
persons participating can hear each other. The acts or
authorization of acts by a majority of the committee members,
within the authority delegated to them, shall be as effective
for all purposes as the act or authorization of the directors.
The Board of Directors, by majority vote, shall have the power
at any time to change the powers, members, fill vacancies, and
to dispose of any committee.
Section 21. Compensation of Directors and Officers.
The Board of Directors, by the affirmative vote of a majority
of the directors then in office, and irrespective of any
financial or personal interest of any of its members, shall
have authority to establish reasonable compensation of all
directors and officers, for services to the Corporation as
directors, officers or otherwise. Such compensation may
include pensions, disability benefits, and death benefits.
OFFICERS
Section 22. General Provisions. The officers of
the Corporation shall be a president, a secretary and a
treasurer. The Corporation in its discretion may elect a
chairman of the board and such vice-presidents as it deems
appropriate. Any person may hold any two or more offices and
perform the duties thereof, except the offices of president
and secretary.
Section 23. Election, Terms of Office, and
Qualification. The officers of the Corporation named in
Section 22 shall be appointed by the Board of Directors and
shall hold office at the pleasure of the Board of Directors.
The chairman of the board must be a director, and if the
person who is chairman of the board shall cease to be a
director, that person shall immediately cease to be chairman
of the board. The qualifications of all other officers shall
be established by the Board of Directors. No officer need be
a shareholder or director of the Corporation.
Section 24. Additional Officers, Agents, Etc. In
addition to the officers mentioned in Section 22, the
Corporation may have such other officers, agents, or factors
as the Board of Directors or chief executive officer ("CEO")
of the Corporation may appoint, each of whom shall hold office
for such period, have such authority, and perform such duties
as the Board of Directors or CEO may from time to time
determine. The Board of Directors may delegate to any officer
or committee the power to appoint any subordinate officers,
committees, agents or factors. In the absence of any officer
of the Corporation, or for any other reason the Board of
Directors may deem sufficient, the Board of Directors may
delegate, for the time being, the powers and duties, or any of
them, of such officer to any other officer, or to any
director.
Section 25. Removal. The chairman of the board and
the president of the Corporation may be removed, either with
or without cause, at any time, by resolution adopted by the
Board of Directors at any meeting of the board. Any other
officer may be removed, in the absence of an exercise of
authority by the Board of Directors, by the president with or
without cause.
Section 26. Resignations. Any officer may resign
at any time by giving written notice to the Board of
Directors, or to the president, or to the secretary of the
Corporation. Any such resignation shall take effect at the
time specified therein, and unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 27. Vacancies. A vacancy in any office
because of death, resignation, removal, disqualification, or
otherwise, shall be filled in the manner prescribed in these
Bylaws for regular appointments or elections to such office.
DUTIES OF THE OFFICERS
Section 28. Chairman of the Board. In the event
the Board of Directors elects a chairman of the board, the
board shall determine whether the chairman shall
serve as C.E.O. If the chairman is not to serve as C.E.O.,
the chairman shall act in a advisory capacity to the
president, provide leadership to the Board of Directors,
prepare agendas for, convene and preside over all meetings of
the shareholders and the Board of Directors, and perform such
other duties as the board so directs. In the event the
chairman is to serve as C.E.O., then he/she shall have the
responsibility of general supervision and management of the
business of the corporation, including the authority to hire
and remove all subordinate officers and employees, and he/she
shall see that all orders and resolutions of the Board of
Directors are carried into effect. The chairman of the board
may sign with the secretary, the treasurer, or any other
proper officer of the corporation authorized by the Board of
Directors, certificates of shares in the corporation. The
chairman shall serve at the pleasure and direction of the
Board of directors and may be removed at any time by the Board
of Directors.
Section 29. President. Unless the Board of
Directors elects a chairman of the board and designates
him/her as C.E.O., the president shall serve as C.E.O. In the
event the president is to serve as C.E.O., then he/she shall
have the responsibility of general supervision and management
of the business of the corporation, including the authority to
hire and remove all subordinate officers and employees, and
he/she shall see that all orders and resolutions of the Board
of Directors are carried into effect. If the president is not
to serve as C.E.O., the president shall have the
responsibility for the day to day operations of the
Corporation and shall answer to the chairman of the board. A
president not serving as C.E.O. shall assume the duties and
responsibilities of the C.E.O. in the absence of the chairman
of the board, and when so acting, shall have all the powers of
the chairman of the board. The president may sign with the
secretary, the treasurer, or any other proper officer of the
Corporation authorized by the Board of Directors, certificates
for shares in the Corporation. The president shall report to
the chairman of the board and to the Board of Directors all
matters within his/her knowledge which the interests of the
Corporation may require be brought to the notice of the board.
The president shall assume all additional powers and duties as
may be conferred upon him/her from time to time by the Board
of Directors.
Section 30. Vice-Presidents. In the event the
Board of Directors elects one vice-president, he/she shall
serve as the first vice-president. In the event the Board of
Director elects more than one vice-president, the board shall
designate which vice-president is to serve as first vice-
president. The first vice-president shall perform the duties
of the president in his/her absence, and when so acting, shall
have all the powers of the president. Vice-presidents may
sign with the secretary, the treasurer, or any other proper
officer of the Corporation authorized by the Board of
directors, certificates for shares in the Corporation. The
authority of vice-presidents to sign in the name of the
Corporation all certificates for shares and authorized deeds,
mortgages, bonds, contracts, notes, and other instruments,
shall be coordinate with like authority of the president.
Each vice-president shall assume all additional powers and
duties as may be conferred upon him/her, from time to time by
the Board of Directors, the chairman of the board, or the
president.
Section 31. Secretary. The secretary shall sign,
with other officers properly designated by the Board of
Directors, certificates for shares of the Corporation. The
secretary shall be responsible for preparation of minutes of
board and shareholder meetings and for giving proper notice of
such meetings. In addition, the secretary shall keep the
corporate seal and sign or attest documents as required by law
or the business of the Corporation. In general, the secretary
shall assume all additional powers and duties as may be
conferred upon him/her, from time to time, by the Board of
Directors, chairman of the board or president.
Section 32. Treasurer. The treasurer shall be
responsible for the receipt and disbursement of corporate
funds. The treasurer shall maintain proper records of
the Corporation's business transactions and exhibit such
records and related financial reports in accordance with the
instructions of the Board of Directors. In general, the
treasurer shall assume all additional powers and duties as may
be conferred upon him, from time to time, by the Board of
Directors.
Section 33. Additional Officers, Agents, Etc.
Additional officers and agents appointed under Section 24 of
these Bylaws shall perform such duties as the Board of
Directors or the CEO of the Corporation shall determine.
SEAL
Section 34. The Board of Directors may provide a
corporate seal, which shall be in the form of a circle and
shall bear the full name of the Corporation, and the words
"Seal" and "Florida".
MODIFICATION OF BYLAWS
Section 35. Amendment of Bylaws. These Bylaws may
be amended or added to, or repealed and superseded, by new
bylaws, at any annual or special meeting of shareholders in
the notice (or waivers of notice) for which the intention to
consider such amendment, addition, or repeal is stated, or by
action in lieu of a meeting, by the affirmative vote of the
holders of record of shares entitling them to exercise a
majority of the voting power on such proposal.
Section 36. Limitation on Bylaws. Nothing in these
Bylaws shall be construed to prohibit actions by directors or
shareholders, without a meeting, in compliance with Florida Law.
SHARES AND THEIR TRANSFER; EXAMINATION OF BOOKS
Section 37. Certificates for Shares. Every owner
of one or more shares in the Corporation shall be entitled to
a certificate, which shall be in such form as the Board of
Directors shall prescribe, certifying the number and class of
paid up shares in the Corporation owned by him. The
certificates for the respective classes of such shares shall
be numbered in the order in which they shall be issued and
shall be signed in the name of the Corporation by the
president or vice-president and by the secretary, or any other
proper officer of the Corporation there unto authorized by the
Board of Directors, or the treasurer, and the seal of the
Corporation, if any, may be affixed thereto. A record shall
be kept of the name of the person, firm, or corporation owning
the shares represented by each such certificate and the number
of shares represented thereby, the date thereof, and in case
of cancellation, the date of cancellation. Every certificate
surrendered to the Corporation for exchange or transfer shall
be canceled and no new certificate or certificates shall be issued
in exchange for any existing certificates until such existing
certificates shall have been so canceled, except in cases
provided for in Section 38 of these Bylaws.
Section 38. Lost, Destroyed, and Mutilated
Certificates. If any certificate for shares in this
Corporation becomes worn, defaced, or mutilated but is still
substantially intact and recognizable, the directors, upon
production and surrender thereof, shall order the same
canceled and shall issue a new certificate in lieu of same.
The holder of any shares in the Corporation shall immediately
notify the Corporation if a certificate therefor shall be
lost, destroyed, or mutilated beyond recognition, and the
Corporation may issue a new certificate in the place of any
certificate theretofore issued by it which is alleged to have
been lost or destroyed or mutilated beyond recognition, and
the Board of Directors may, in its discretion, require the
owner of the certificate which has been lost, destroyed, or
mutilated beyond recognition, or his/her legal representative,
to provide the Corporation with bonding in such sum and with
such surety or sureties as it may direct, not exceeding double
the value of the shares, to indemnify the Corporation against
any claim that may be made against it on account of the
alleged loss, destruction, or mutilation of any such
certificate. The board of directors may, however, in its
discretion, refuse to issue any such new certificate except
pursuant to legal proceedings, under the laws of the State of
Florida in such case made and provided.
Section 39. Rules and Procedures. The Board of
Directors may make such rules and procedures as it may deem
expedient, not inconsistent with these Bylaws, concerning the
issue, transfer, and registration of certificates for shares
in the Corporation. It may appoint one or more transfer
agents or one or more registrars or both, and may require all
certificates for shares to bear the signature of either or
both.
Section 40. Transfers of Shares. Transfers of
shares in the corporation shall be made only on the books of
the Corporation by the registered holder thereof, the
registered holder's legal guardian, executor, or
administrator, or by the registered holder's attorney there
unto authorized by power of attorney duly executed and filed
with the secretary of the corporation or with a transfer agent
appointed by the Board of Directors, and on surrender of the
certificate or certificates for such shares. The person in
whose name shares stand on the books of the Corporation shall,
to the full extent permitted by law, be deemed the owner
thereof for all purposes as regards the Corporation.
The Board of Directors may make such rules and
regulations as it may deem expedient, not inconsistent with
these Bylaws, concerning the issue, transfer, and registration
of certificates for shares in the corporation. It may appoint
one or more transfer agents or one or more registrars or both,
and may require all certificates for shares to bear the
signature of either or both.
