1103.08 Adoption of amendment to articles or amended articles - approval of superintendent.

(A) After subscriptions to shares have been received by the incorporators, the shareholders of a bank may, subject to division (H) of this section, adopt amendments to the bank's articles of incorporation or adopt amended articles of incorporation to change any provision of, or add any provision that may properly be included in, the articles of incorporation.

(1) The shareholders may adopt an amendment to the bank's articles of incorporation or amended articles of incorporation at a meeting held for that purpose, as follows:

(a) By the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the bank on the proposal or, if the articles of incorporation provide or permit, by the affirmative vote of a greater or lesser proportion, but not less than a majority, of the voting power;

(b) When the holders of shares of a particular class are entitled to vote as a class, by the affirmative vote of the holders of at least two-thirds or, if the articles of incorporation provide or permit, a greater or lesser portion, but not less than a majority, of the shares of the class.

(2) The shareholders may adopt amended articles of incorporation to consolidate the original articles of incorporation and all previously adopted amendments to the articles of incorporation at a meeting held for that purpose by the affirmative vote of holders of shares entitling them to exercise a majority of the voting power of the bank on the proposal.

(3) The shareholders may adopt an amendment to the bank's articles of incorporation or amended articles of incorporation without a meeting by the written consent of all of the holders of shares who would be entitled to vote at a meeting held for that purpose.

(B) Any amendment or amended articles of incorporation that would eliminate cumulative voting rights, as permitted by section 1701.69 of the Revised Code, shall not be adopted if the votes of a sufficient number of shares are cast against the amendment or amended articles of incorporation that, if cumulatively voted at an election of all directors or all directors of a particular class, would be sufficient, at the time the shareholders vote on the proposal, to elect at least one director.

(C) The shareholders of a bank may adopt an amendment to the bank's articles of incorporation to authorize the purchase of the bank's shares, if the amendment states that the superintendent of financial institutions must approve the purchase in writing prior to each purchase of shares.

(D) The shareholders of a bank may adopt an amendment to the bank's articles of incorporation to permit the bank to have authorized and unissued shares or treasury shares for any of the following purposes:

(1) Meeting conversion rights or options;

(2) Employee stock purchase or ownership plans;

(3) Mergers, consolidations, or other reorganizations, or acquisitions;

(4) The purchase of real estate the board of directors considers necessary or convenient for transaction of the bank's business;

(5) Any other specific purpose.

Shares shall be considered authorized for these purposes only if the shareholder resolutions authorizing the shares specifically state the purposes for which the shares are authorized. Shares authorized specifically for any of these purposes shall not be issued for any other purpose. Shares authorized for these purposes shall be deemed released from pre-emptive rights.

(E) Amended articles of incorporation shall set forth all provisions required in, and only provisions that may properly be in, original articles of incorporation or amendments to articles of incorporation at the time the amended articles of incorporation are adopted, and shall state that they supersede the existing articles of incorporation.

(F)

(1) Upon adoption by the shareholders of any amendment to a bank's articles of incorporation, the bank shall send to the superintendent a certificate containing a copy of the shareholders' resolution adopting the amendment and a statement of the manner of its adoption. If the directors proposed the amendment, the certificate shall include a copy of the resolution adopted by the directors to propose the amendment to the shareholders. The certificate shall be signed by bank officers in accordance with section 1103.19 of the Revised Code.

(2) Upon adoption by the shareholders of amended articles of incorporation, the bank shall send to the superintendent a copy of the amended articles of incorporation, accompanied by a certificate containing a copy of the shareholders' resolution adopting the amended articles of incorporation and a statement of the manner of its adoption. If the directors proposed the amended articles of incorporation, the certificate shall include a copy of the resolution adopted by the directors to propose the amended articles of incorporation to the shareholders. The certificate shall be signed by bank officers in accordance with section 1103.19 of the Revised Code.

(G) Upon receiving a certificate required by division (F) of this section, the superintendent shall conduct whatever examination the superintendent considers necessary to determine if both of the following conditions are satisfied:

(1) The amendment or amended articles of incorporation and the manner of adoption comply with the requirements of the Revised Code;

(2) The amendment or amended articles of incorporation will not adversely affect the interests of the bank's depositors and creditors and the convenience and needs of the public.

(H)

(1) Within sixty days after receiving a certificate required by division (F) of this section, the superintendent shall approve or disapprove the amendment or amended articles of incorporation. If the superintendent approves the amendment or amended articles of incorporation, the superintendent shall forward a certificate of that approval, a copy of the certificate required by division (F) of this section, and, in the case of amended articles of incorporation, a copy of the amended articles of incorporation, to the secretary of state, who shall file the documents. Upon filing by the secretary of state, the amendment or amended articles of incorporation shall be effective.

(2) If the superintendent fails to approve or disapprove the amendment or amended articles of incorporation within sixty days after receiving a certificate required by division (F) of this section, the bank shall forward a copy of the certificate and, in the case of amended articles of incorporation, a copy of the amended articles of incorporation, to the secretary of state, who shall file the documents. Upon filing by the secretary of state, the amendment or amended articles of incorporation shall be effective.

Effective Date: 01-01-1997