1103.09 Amendments to bank's articles of incorporation.

(A) After subscriptions to shares have been received by the incorporators, the board of directors of a bank may, subject to division (F) of this section, adopt amendments to the bank's articles of incorporation to do any of the following:

(1) Authorize the shares necessary to meet conversion or option rights when all of the following apply:

(a) The bank has issued shares of one class convertible into shares of another class or obligations convertible into shares of the bank, or has granted options to purchase shares.

(b) The conversion or option rights are set forth in the articles of incorporation or have been approved by the same vote of shareholders as, at the time of the approval, would have been required to amend the articles of incorporation to authorize the shares required for that purpose.

(c) The bank does not have sufficient authorized and unissued shares available to satisfy the conversion or option rights.

(2) Reduce the authorized number of shares of a class by the number of shares of that class that have been redeemed, or have been surrendered to or acquired by the bank upon conversion, exchange, purchase, or otherwise, or to eliminate from the articles of incorporation all references to the shares of a class, and to make any other change required, when all of the authorized shares of that class have been redeemed, or surrendered to or acquired by the bank;

(3) Reduce the authorized number of shares of a class by the number of shares of that class that were canceled, pursuant to section 1107.07 of the Revised Code, for not being issued or reissued and for not being fully paid in within one year after the date they were authorized or otherwise became authorized and unissued shares.

(B) The board of directors of a bank may adopt amended articles of incorporation to consolidate the original articles of incorporation and all previously adopted amendments to the articles of incorporation that are in force at the time.

(C) 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.

(D)

(1) Upon adoption by the board of directors of any amendment to a bank's articles of incorporation, the bank shall send to the superintendent of financial institutions a certificate containing a copy of the directors' resolution adopting the amendment and a statement of the manner of and basis for its adoption. The certificate shall be signed by bank officers in accordance with section 1103.19 of the Revised Code.

(2) Upon adoption by the board of directors 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 directors' resolution adopting the amended articles of incorporation and a statement of the manner of and basis for its adoption. The certificate shall be signed by bank officers in accordance with section 1103.19 of the Revised Code.

(E) Upon receiving a certificate required by division (D) 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 and basis for 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.

(F)

(1) Within sixty days after receiving a certificate required by division (D) 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 (D) 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 (D) 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