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This excerpt taken from the CZFC 8-K filed Dec 23, 2008. RESOLVED, that pursuant to the
provisions of the articles of incorporation and the bylaws of the Corporation
and applicable law, a series of Preferred Stock, no par value per share, of the
Corporation be and hereby is created, and that the designation and number of
shares of such series, and the voting and other powers, preferences and
relative, participating, optional or other rights, and the qualifications,
limitations and restrictions thereof, of the shares of such series, are as
follows:
Part 1.
Designation and Number
of Shares. There is hereby created out of the authorized and
unissued shares of preferred stock of the Corporation a series of preferred
stock designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series
A” (the “Designated
Preferred Stock”). The authorized number of shares of
Designated Preferred Stock shall be 250.
Part 2.
Standard
Provisions. The Standard Provisions contained in Annex A
attached hereto are incorporated herein by reference in their entirety and shall
be deemed to be a part of these Articles of Amendment to the same extent as if
such provisions had been set forth in full herein.
Part. 3.
Definitions. The
following terms are used in these Articles of Amendment (including the Standard
Provisions in Annex A hereto) as defined below:
(a) “Common
Stock” means the common stock, no par value per share, of the
Corporation.
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(b) “Dividend Payment
Date” means February 15, May 15, August 15 and November 15 of each
year.
(c) “Junior
Stock” means the Common Stock, and any other class or series
of stock of the Corporation the terms of which expressly provide that it ranks
junior to Designated Preferred Stock as to dividend rights and/or as to rights
on liquidation, dissolution or winding up of the Corporation.
(d) Liquidation Amount”
means $35,116 per share of Designated Preferred Stock.
(e) “Minimum Amount” means
$2,194,750.
(f) “Parity Stock” means
any class or series of stock of the Corporation (other than Designated Preferred
Stock) the terms of which do not expressly provide that such class or series
will ran senior or junior to Designated Preferred Stock as to dividend rights
and/or as to rights on liquidation, dissolution or winding up of the Corporation
(in each case without regard to whether dividends accrue cumulatively or
non-cumulatively). Without limiting the foregoing, Parity Stock shall
include the Corporation’s Cumulative Convertible Preferred Stock.
(g) “Signing Date” means
December 19, 2008.
Part. 4.
Certain Voting
Matters. Whether the vote or consent of the holders of a
plurality, majority or other portion of the shares of Designated Preferred Stock
and any Voting Parity Stock has been cast or given on any matter on which the
holders of shares of Designated Preferred Stock are entitled to vote shall be
determined by the Corporation by reference to the specified liquidation amount
of the shares voted or covered by the consent as if the Corporation were
liquidated on the record date for such vote or consent, if any, or, in the
absence of a record date, on the date for such vote or consent. For
purposes of determining the voting rights of the holders of Designated Preferred
Stock under Section 7 of the Standard Provisions forming part of these Articles
of Amendment, each holder will be entitled to one vote for each $35,116 of
liquidation preference to which such holder’s shares are entitled.
[Remainder
of Page Intentionally Left Blank]
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IN
WITNESS WHEREOF, Citizens First Corporation has caused these Articles of
Amendment to be signed by Mary D. Cohron, its President, this 17th day of
December, 2008.
CITIZENS
FIRST CORPORATION
By: /s/ Mary D.
Cohron
Name:
Mary D. Cohron
Title: President
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