Amendment to Certificate of Incorporation of
The following resolution was adopted by the shareholders of the above named bank: RESOLVED: That the Certificate of Incorporation of this bank be restated in the form attached hereto and hereby incorporated herein as Exhibit A. This Restated Certificate of Incorporation supersedes and takes the place of the existing Certificate of Incorporation of this Bank and all amendments thereto.
Bank No.
We hereby certify that the foregoing resolution was duly adopted by a majority vote of the capital stock, at a duly called and held meeting on the day of A.D., , or by unanimous written consent of the shareholders. President Secretary STATE OF MINNESOTA COUNTY OF ) ) ss.
On this day of , , before me appeared _________________________________________ and ________________________________________ to me personally known, who being by me duly sworn did say that they are respectively the __________________ and _______________ of ___________________________________________, and that said instrument was executed by them as their free act and deed. NOTARY SEAL Notary Public County, Minnesota. My commission expires
MN/DOC 8/2006
EXHIBIT A
RESTATED CERTIFICATE OF INCORPORATION
OF
FIRST The name of this corporation shall be . The general nature of its business shall be banking, by receiving deposits, buying, selling, and discounting notes, bills, and other evidences of debt legal for investment, domestic or foreign, dealing in gold and silver bullion and foreign coins, issuing circulating notes, and loaning money upon real estate or personal security or upon the creditworthiness of the borrower. The principal place where the business of this corporation is to be carried on is (full street address) , (city) County, Minnesota (zip code) SECOND This corporation shall have perpetual existence. THIRD The names and places of residence of the incorporators are as follows: NAME (Not applicable) RESIDENCE ADDRESS (Address, City, State, Zip Code) . (county)
in the City of
FOURTH The government of this corporation and the management of its affairs shall be vested in a board of not less than ________ nor more than ________ directors, who shall be elected at the annual meeting of the shareholders to be held on the ______________________________ succeeding the first Monday of (first Tuesday, etc.) _____________________ of each year between the hours of ___________M. and ___________M. of the (month) said day or such other date set in accordance with applicable laws.
MN/DOC 8/2006
The Board of Directors at the time of the adoption of this Restated Certificate of Incorporation consist of the following members: NAME RESIDENCE ADDRESS (Address, City, State, Zip Code)
who shall hold office until the next annual meeting, and until their successors are elected and qualified. FIFTH The aggregate number of shares of capital stock that the corporation has authority to issue shall be ____________________ common shares, which shall have a par value of $____________. The Board of Directors is authorized to accept subscriptions for, issue, sell and deliver shares of any class or series of the corporation to such persons, at such times and upon such terms and conditions as the Board shall determine, establishing a price, or a minimum price, or a general formula or methods by which the price will be determined. The amount of the capital stock shall be _______________________ ($__________) dollars fully paid in, in cash, which shall be divided into _______________________ (__________) common shares. SIXTH The shareholders of the corporation shall not have preemptive rights to subscribe for or acquire capital stock or rights to purchase capital stock of any kind, class or series of the corporation. The shareholders of the corporation shall not have the right of cumulative voting. SEVENTH The highest amount of indebtedness or liability to which the corporation shall at any time be subject shall be thirty (30) times the amount of its capital and actual surplus. EIGHTH The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by Minnesota Statutes, Section 302A.251, as the same may be amended or restated. 2
State of Minnesota Department of Commerce Division of Financial Examinations 85 7th Place East, Suite 500 St. Paul, Minnesota 55101-2198 (651) 296-2135
RESTATED CERTIFICATE OF INCORPORATION
CORPORATE NAME: STREET ADDRESS: CITY, STATE, ZIP: COUNTY: CHARTER NUMBER: DATE I hereby certify that the foregoing Restated Certificate of Incorporation and the name (Corporate Name) as given therein have been this day approved by me, to be effective Commissioner of Commerce DEPARTMENT SEAL by .
State of Minnesota Secretary of State
I hereby certify that this certificate was filed for record in this office on the date indicated below.
Secretary of State. BULLETIN NUMBER: INCORPORATION DATE: CHARTER DATE: RESTATEMENT DATE: 3