Attached files
| file | filename |
|---|---|
| 10-K - OHIO LEGACY CORP | v179140_10k.htm |
| EX-23 - OHIO LEGACY CORP | v179140_ex23.htm |
| EX-21 - OHIO LEGACY CORP | v179140_ex21.htm |
| EX-10.7 - OHIO LEGACY CORP | v179140_ex10-7.htm |
| EX-31.2 - OHIO LEGACY CORP | v179140_ex31-2.htm |
| EX-10.9 - OHIO LEGACY CORP | v179140_ex10-9.htm |
| EX-32.1 - OHIO LEGACY CORP | v179140_ex32-1.htm |
| EX-31.1 - OHIO LEGACY CORP | v179140_ex31-1.htm |
| EX-10.8 - OHIO LEGACY CORP | v179140_ex10-8.htm |
| EX-10.10 - OHIO LEGACY CORP | v179140_ex10-10.htm |
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Prescribed
by:
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Expedite
this Form: (Select One)
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The
Ohio Secretary of State
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Mail
Form to one of the Following:
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Central
Ohio: (614) 466-3910
Toll
Free: 1-877-SOS-FILE (1-877-767-3453)
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PO
Box1390
ž
Yes
Columbus,
OH 43216
***
Requires an additional fee of $100
***
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www.sos.state.oh.us
e-mail:
busserv@sos.state.oh.us
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PO
Box 1329
™
No
Columbus,
OH
43216
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Certificate
of Amendment by
Shareholders
or Members
(Domestic)
Filing
Fee $50.00
(CHECK ONLY ONE
(1) BOX)
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(1) Domestic for
Profit
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PLEASE
READ INSTRUCTIONS
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(2) Domestic
Nonprofit
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o Amended
(122-AMAP)
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þ Amendment
(125-AMDS)
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o Amended
(126-AMAN)
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o
Amendment
(l28-AMD)
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Complete
the general information in this section for the box checked
above.
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Name
of Corporation
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Ohio Legacy Corp.
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Charter
Number
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1085665
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Name
of Officer
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Daniel H. Plumly
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Title
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Secretary
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þ
Please check if additional provisions attached.
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The
above named Ohio corporation, does hereby certify that:
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| þ A meeting of the þ shareholders o directors (nonprofit oniy) | ||
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¨ members
was duly called and held
on
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Janaury 8,
2010
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(Date)
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at
which meeting a quorum was present in person or by proxy, based upon the
quorum present, an affirmative
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vote
was cast which entitled them to exercise
> 50 %
as the voting power of the corporation.
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o
In a writing signed by all of the o
shareholders o directors
(nonprofit
amended articles only)
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¨ members
who would be entitled to the notice of a meeting or such other proportion
not less than a majority as the
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articles of regulations or bylaws permit.
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Clause applies if
amended box is
checked.
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Resolved,
that the following amended articles of incorporations be and the same are
hereby adopted to supercede and take the place of the existing articles of
incorporation and all amendments thereto.
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541
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Page
1 of 2
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Last
Revised: May 2002
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All
of the following information must be completed if an amended box is
checked.
If
an amendment box is checked, complete the areas that
apply.
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FIRST:
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The name of the corporation is: |
Ohio
Legacy Corp.
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SECOND:
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The place in the State of Ohio where its principal office is located is in the City of: | ||||||||
| Wooster |
Wayne
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(county)
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THIRD:
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The purposes of the corporation are as follows: | ||||||||
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The
purposes for which the Corporation is formed is to be a bank holding
company and to engage in any other lawful act or activity for which
corporations may be formed under Sections 1071.01 to 1701.98, inclusive,
of the Ohio Revised Code, as now in effect or hereinafter
amended.
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FOURTH:
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The
number of shares which the corporation is authorized to have outstanding
is:
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22,500,000
common shares
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(Does
not apply to box (2))
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500,000
serial preferred
shares
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REQUIRED
Must
be authenticated
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February
4, 2010
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(signed)
by an authorized
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Authorized
Representative
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Date
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representative
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(See
Instructions)
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Daniel H. Plumly, Secretary
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(Print
Name)
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Authorized
Representative
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Date
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(Print
Name)
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541
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Page 2
of 2
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Last
Revised: May 2002
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ATTACHMENT
TO
AMENDMENT
TO ARTICLES OF INCORPORATION
OF
OHIO
LEGACY CORP.
FOURTH: The
total number of shares of stock which the Corporation shall have authority to
issue is Twenty-Two Million Five Hundred Thousand (22,500,000) shares of Common
Stock, without par value, and Five Hundred Thousand shares of Serial Preferred
Stock, without par value.
The
provisions of this Amendment shall supersede the provisions of the Second
Amended and Restated Articles of Incorporation of Ohio Legacy Corp. filed with
the Ohio Secretary of State on or about August 5, 2003, only to the extent those
provisions are inconsistent with the provisions of this Amendment. Except as
otherwise expressly amended hereby, the terms of the Second Amended and Restated
Articles are ratified and reaffirmed, including without limitation the
provisions of Articles FOURTH, FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, AND
TENTH.
CERTIFIED
RESOLUTION
I, the undersigned, Daniel
H. Plumly, being the secretary of OHIO LEGACY CORP. (“Company”), do hereby
certify that the following resolutions are a true copy of the resolutions
adopted by the shareholders at their special shareholders’ meeting duly called
and held on January 8, 2010, and that the original minutes are filed among the
proceedings of the shareholders of the corporation:
RESOLVED,
that the Company’s authorized common shares be increased from 5,000,000
shares to 22,500,000 shares.
RESOLVED,
that the Company’s Articles of Incorporation be amended and restated to
reflect the increase in the Company’s authorized common shares.
RESOLVED,
that appropriate officers of the Company be, and the same are, hereby
resolved, empowered and directed in the name on behalf of the Company to take
such action and execute such documents as may be deemed necessary or desirable
to carry out the intent and purpose of the foregoing resolutions.
I further
certify that no action has been taken rescinding, altering or amending the
aforesaid resolutions.
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Daniel
H. Plumly, Secretary
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Dated:
February 4, 2010
1