EXHIBIT 3.1
BCS/CD-500 (Rev. 09/01)
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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
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Date Received (FOR BUREAU USE ONLY)
This document is effective on the date filed, unless a
subsequent effective date within 90 days after
received date is stated in the document.
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Name
XXXXX X. XXXXXX, ESQ.
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Address
000 XXXXX XXXXXX, P.O. BOX 405
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City State Zip
CHEBOYGAN MICHIGAN 49721 EFFECTIVE DATE:
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Document will be returned to the name and address you enter above. --------------------------------------------
If left blank document will be mailed to the registered office. | |
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ARTICLES OF INCORPORATION
OF
FRANKLIN BANCORP, INC.
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(the "MBCA"), the undersigned corporation executes the following Articles of
Incorporation:
ARTICLE I - NAME
The name of this corporation is: Franklin Bancorp, Inc.
ARTICLE II - PURPOSES
The purpose of this corporation is to engage in any business authorized
for a bank holding company, registered or to be registered as such under the
Bank Holding Company Act of 1956, as amended, being 12 USC Sections 1841 to
1850, and in any one or more lawful acts or activities within the purposes for
which corporations may be organized under the MBCA.
ARTICLE III - CAPITAL
Authorized Stock. The total authorized capital stock of this
corporation is Six Million (6,000,000) shares of common stock ("Common Stock").
The following provisions are applicable to the authorized capital stock of this
corporation:
Class and Voting Rights. All shares of Common Stock shall be of one (1)
class. Each holder of Common Stock shall be entitled to one (1) vote for each
share held.
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ARTICLE IV - REGISTERED OFFICE AND RESIDENT AGENT
The address (which is the mailing address) of the current registered
office of this corporation is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx
00000. The name of the current resident agent at the registered office is Xxxxx
X. Xxxxx.
ARTICLE V - DIRECTORS
The business and affairs of the corporation shall be managed under the
direction of the board of directors. Members of the board of directors of this
corporation shall be nominated, elected, or replaced as follows:
A. Number of Directors. The number of the directors of this corporation
shall be fixed from time to time by resolution adopted by the affirmative vote
of at least two-thirds (2/3) of the entire board of directors but shall not be
less than five (5) nor more than twenty-five (25).
B. Classification. The board of directors shall be divided into three
classes, designated Class I, Class II and Class III, as nearly equal in number
as possible, with the term of office of one class expiring each year. Initially,
Class I directors shall be elected for a one-year term, Class II directors for a
two-year term, and Class III directors for a three-year term. At each succeeding
annual meeting of the shareholders, successors of the class of directors whose
term expires at that meeting shall be elected for a three-year term.
C. Nomination and Election. Nominations of candidates for election as a
director of this corporation at any meeting of shareholders called for that
purpose (an "Election Meeting") shall be made by the board of directors or by
any shareholder entitled to vote at the Election Meeting only in the manner
described in this Article V. This corporation's directors shall be elected at an
Election Meeting, except for vacancies and newly created directorships filled
under Article V.D.
Section 1. Board Nominations. Nominations made by the board of
directors shall be made at a meeting of the board of directors, or by written
consent of the directors in lieu of a meeting, and the nominations shall be
reflected in the minute books of this corporation as of the date made.
Section 2. Shareholder Nominations. Nominations for the election of
directors may be made by a shareholder entitled to vote in the election of
directors. A shareholder entitled to vote in the election of directors, however,
may make such a nomination only if written notice of such shareholder's intent
to do so, addressed to the president of the corporation, is delivered to or
mailed and received at the principal executive offices of the corporation:
(a) with respect to an election to be held at an annual
Election Meeting of shareholders, not later than the close of business on the
ninetieth day nor earlier than the close of business on the one hundred
twentieth day prior to the first anniversary of the immediately preceding year's
annual Election Meeting; provided, however, that in the event that the date of
the annual Election Meeting is more than thirty days before or more than sixty
days after such anniversary date, notice by the shareholder in order to be
timely must be so received not earlier than the close of business on the one
hundred twentieth day prior to such annual Election Meeting and not later than
the close of business on the later of the ninetieth day prior to such annual
Election Meeting or the tenth day following the day on which public announcement
of the date of such meeting of shareholders was first made; and
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(b) with respect to an election to be held at a special
meeting of shareholders called for the purpose of electing directors, not
earlier than the close of business on the one hundred twentieth day prior to
such special meeting and not later than the close of business on the later of
the ninetieth day prior to such special meeting or the tenth day following the
day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting. In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a shareholder's
notice as described above.
(c) For purpose of this Article V.C, "public announcement"
shall mean disclosure in a press release reported by the Dow Xxxxx News Service,
Associated Press or comparable national news service, or reported in a document
publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14, or 15(d) of the Exchange Act.
(d) The written notice by the shareholder to the corporation
shall set forth (i) the name, residence address and number of the corporation's
shares owned by the notifying shareholder; (ii) each nominee's name, age,
business address, and permanent residence address; (iii) each nominee's
principal occupation or employment; (iv) the number of shares of capital stock
of this corporation which are beneficially owned by each nominee; (v) a
statement signed by each nominee that each nominee is willing to be nominated;
(vi) any other information concerning each nominee as would be required under
the rules of the Securities and Exchange Commission in a proxy statement
soliciting proxies for the election of directors (whether or not those rules are
then applicable to this corporation); and (vii) such other information as may
reasonably be required by the corporation to determine the qualifications of the
proposed nominee to serve as a director.
Section 3. Invalid Nominations. If the chairman of the Election Meeting
determines that a nomination was not made in accordance with these procedures,
the nomination shall be void, shall not be put to a vote of the shareholders and
all votes cast in favor of a person so nominated shall be disregarded.
D. Vacancies and Newly Created Directorships. Any vacancy occurring in
the board of directors caused by resignation, removal, death, disqualification,
or other incapacity, and any newly created directorships resulting from an
increase in the number of directors, shall be filled by a majority vote of
directors then in office, whether or not a quorum. Each director chosen to fill
a vacancy or a newly created directorship shall hold office until the next
election by the shareholders of the class for which the director was chosen.
When the number of directors is changed, any newly created or eliminated
directorships shall be so apportioned by the board of directors among the
classes as to make all classes as nearly equal in number as possible. No
decrease in the number of directors constituting the board of directors shall
shorten the term of any incumbent director.
ARTICLE VI - PROPOSALS TO BE CONSIDERED AT MEETINGS OF SHAREHOLDERS
At any annual or special meeting of the shareholders of the
corporation, there shall be submitted for consideration and vote by the
shareholders only those proposals that are first brought before the meeting by
or at the direction of the board of directors or a proposal made by a
shareholder, which proposal has been included in the corporation's proxy
materials, the proposal and its submission by the shareholder having been made
in compliance with all the requirements set forth in the applicable rules and
regulations of the Securities and Exchange Commission.
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ARTICLE VII - LIMITATION OF DIRECTORS' LIABILITY
No director shall be personally liable to the corporation or its
shareholders for monetary damages for any action taken or any failure to take
any action as a director, except liability for any of the following:
1. The amount of a financial benefit received by a director to which
he or she is not entitled.
2. Intentional infliction of harm on the corporation or the
shareholders.
3. A violation of MCL 450.1551, being ss. 551 of the Michigan Business
Corporation Act.
ARTICLE VIII - INDEMNIFICATION
A. Indemnity Rights. Each director of this corporation shall be
indemnified as of right to the fullest extent now or later permitted by law in
connection with any actual or threatened civil, criminal, administrative or
investigate action, suit or proceeding (whether brought by or in the name of
this corporation, a subsidiary, or otherwise) arising out of his or her service
as a director, trustee, officer, or in any other capacity to this corporation, a
subsidiary, a trust or any other person at the request of this corporation or a
subsidiary. Any officer, employee, representative, agent, or person who is not a
director of this corporation may be similarly indemnified in respect of his or
her service to this corporation to the extent authorized at any time by this
corporation's bylaws or its board of directors. This corporation's bylaws may
prescribe additional terms and conditions implementing the indemnification
rights created under this Article. This corporation's bylaws may expand, but
shall not diminish, the scope of indemnification prescribed by this Article.
B. Insurance. This corporation may purchase and maintain insurance to
protect itself and any director or other person against any liability asserted
against him or her and incurred by him or her in respect of service to this
corporation whether or not this corporation would have the power to indemnify
him or her against any liability by law or under the provisions of this Article.
The purchase of insurance shall not, however, diminish this corporation's
obligations to a director under this Article.
C. Application; Amendments. This Article shall be applicable to all
claims, actions, suits, or proceedings against a director in his or her capacity
as such, regardless of when commenced and regardless of when the underlying acts
or omissions occurred. This Article shall continue to benefit any person who has
ceased to render service to this corporation, and shall inure to the benefit of
his or her estate, heirs and personal representatives. Any person who serves as
a director while this Article is in effect shall be entitled to rely upon these
indemnification rights as the binding contractual obligation of this corporation
and it successors, which shall continue in full force and effect notwithstanding
any merger, consolidation, liquidation, or dissolution of this corporation. No
amendment, alteration, modification, or repeal of this Article shall have any
retroactive effect to diminish in any respect a director's indemnity rights with
respect to any claim arising or relating to any action, omission, or event
occurring prior to the effective date of the amendment, alteration,
modification, or repeal of this Article.
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ARTICLE IX - NONAPPLICABILITY OF CHAPTERS 7A AND 7B
OF THE MICHIGAN BUSINESS CORPORATION ACT
Pursuant to ss. 784(1)(b) of the Michigan Business Corporation Act, the
Corporation elects not to be governed by Chapter 7A of the Michigan Business
Corporation Act. Pursuant to ss. 794 of the Michigan Business Corporation Act,
the Corporation elects not to be governed by Chapter 7B of the Michigan Business
Corporation Act.
ARTICLE X - AMENDMENTS
A. Generally. Notwithstanding anything contained in these Articles or
the Bylaws of the corporation to the contrary, the affirmative vote of the
holders of at least 66-2/3% of the voting power of all the shares of the
corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, amend, repeal or adopt
any provision of these Articles, except that as to any proposal to alter, amend,
repeal or adopt any provision of these Articles, which proposal has been
approved by a majority of the corporation's board of directors, the shareholder
vote to approve such proposal shall be only a majority of the voting power of
all the shares of the corporation entitled to vote generally in the election of
directors.
B. Court Order. If any court of competent jurisdiction in this state
concludes, as a matter of law, that any provision of these Articles of
Incorporation is invalid or unenforceable, the court shall be authorized to
modify the affected provision as and to the extent necessary to enforce that
provision and these Articles to the fullest extent permitted by applicable law.
ARTICLE XI - INCORPORATOR
The name and address of the incorporator is: Xxxxx X. Xxxxx, 00000 Xxxx
Xxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
These Articles of Incorporation were duly adopted by the incorporator
of this corporation on the 4th day of February, 2002.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Incorporator
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