ARTICLES OF INCORPORATION

OF

CITY HOLDING COMPANY



I. The undersigned agrees to become a corporation by the name of CITY HOLDING COMPANY.



II. The address of the principal office of said corporation will be located at 3601 MacCorkle Avenue, S.E., in the City of Charleston, in the County of Kanawha and the State of West Virginia, 25304.



III. The purpose or purposes for which this corporation is formed are as follows: To transact any or all lawful business for which corporations may be incorporated under the corporation laws of the State of West Virginia.



IV: No shareholder or other personal shall have any preemptive rights whatsoever.



V. Provisions for the regulation of the internal affairs of the corporation are:

 

Each director and officer of the corporation, or former director or officer of this corporation, or any other person who may have served at its request as a director or officer of another corporation, his heirs and personal representatives, shall be indemnified by this corporation against costs and expenses at any time reasonably incurred by him arising out of or in connection with any claim, action, suit or proceeding, civil or criminal, against him or to which he may be made a party by reason of his being or having been such director or officer except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of a duty to the corporation. If in the judgment of the board of directors of the corporation a settlement of any claim, action, suit or proceeding so arising be deemed in the best interests of the corporation, any such director or officer shall be reimbursed for any amounts paid by him in effecting such settlement and reasonable expenses incurred in connection therewith. The foregoing right of indemnification shall be in addition to any and other rights to which any director or officer may be entitled as a matter of law.

 

VI. The amount of the total authorized capital stock of said corporation shall be Five Thousand and 00/100 Dollars ($5,000.00), which shall be divided into One Thousand (1,000) shares of the par value of Five and 00/100 Dollars ($5.00) each.



VII. The full name and address of the incorporator is:



NAME   ADDRESS

James L. Burns The City National Bank

of Charleston

3601 MacCorkle Avenue, S.E.

Charleston, West Virginia 25304



VIII. The existence of this corporation is to be perpetual.



IX. The full name and address of the appointed person to whom notice or process may be sent is: Otis L. O’Connor, Post Office Box 1588, Charleston, West Virginia, 25326.



X. The number of directors constituting the initial board of directors of this corporation is fourteen (14) and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:



NAME

ADDRESS

Paul R. Anderson, Sr.

5214 Virginia Avenue, S.E.

Charleston, West Virginia

 

 

G. V. Brown

5314 Kanawha Avenue, S.E.

Charleston, West Virginia

 

 

James L. Burns

Imperial Towers

Charleston, West Virginia

 

 

W. S. Endres

919 Ridgeway Road

Charleston, West Virginia

 

 

Charles R. Hooten, Jr.

1220 Woodland Drive

Charleston, West Virginia

 

 

Richard T. Hoylman

3812 MacCorkle Avenue, S.E.

Charleston, West Virginia

 

 

J. C. Jefferds, III

229 Hayes Avenue

Charleston, West Virginia

 

 

Dewey E. S. Kuhns

4007 Virginia Avenue, S.E.

Charleston, West Virginia

 

 

J. Richard McCormick

735 Chappell Road

Charleston, West Virginia

 

 

Thomas N. McJunkin

1855 Louden Heights Road

Charleston, West Virginia

 

 

Otis L. O’Connor

890 Chester Road

Charleston. West Virginia

 

 

Robert L. Peden

4107 Virginia Avenue

Charleston, West Virginia

 

 

Mark H. Schaul

1551 Hampton Road

Charleston, West Virginia

 

 

Jon W. Watkins

1400 Viewmont Drive

Charleston, West Virginia

 

THE UNDERSIGNED, for the purposes of forming a corporation under the laws of the State of West Virginia, does make and file this Articles of Incorporation, and I have accordingly hereto set my hand this 12th day of March, 1982.



/s/ James L. Burns   

James L. Burns



STATE OF WEST VIRGINIA

COUNTY OF KANAWHA, TO-WIT


I, Brenda Sutphin, a Notary Public in and for the County and State aforesaid, hereby certify that JAMES L. BURNS, whose name is signed to the foregoing Articles of Incorporation, bearing the date the 12th day of March, 1982, this day personally appeared before me in my said county and acknowledged his signature to be the same.



Given under my hand and official seal this 12th day of March, 1982.



My commission expires August 23, 1983.

/s/ Brenda Sutphin   

Notary Public

 


 

 

 

This instrument was presented to the Clerk of the County Commission of Kanawha County, West Virginia, on March 15, 1982, and the same is admitted to record.

 

Teste: /s/ Margaret D. Miller, Clerk

Kanawha County Commission

 

 

                                                                                                                                                                ARTICLES OF AMENDMENT

                                                                                                                                                                                       to

 

ARTICLES OF INCORPORATION

  

        of

 

                                                                                                                                                                CITY HOLDING COMPANY

 

 

Pursuant to the provisions of Section 31, Article 1, Chapter 31 of the Code of West Virginia, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

 

 

FIRST: The name of the corporation is City Holding Company 

 

 

SECOND: The following Amendments(s) to the Articles of Incorporation was adopted by the shareholders (Note 1) of the corporation on March 4, 1986 in the manner prescribed by Section 107 and 147, Article 1, Chapter 31 [illegible] Article X is deleted and the following is substituted therefor:

                                                                                                Article X

 

 

1. Number, Election & Term of Directors. The number of directors shall be set forth in the Bylaws, but in the absence of such a provision in the Bylaws, the number of directors of the corporation shall be 6. Commencing with the 1986 annual meeting of stockholders, the Board of Directors shall be divided into three classes, Class I, Class II and Class III, as nearly equal in number as possible. At the 1986 annual meeting of stockholders, directors of the first class (Class I) shall be elected to hold office for a term expiring at the 1987 annual meeting of stockholders; directors of the second class (Class II) shall be elected to hold office for a term expiring at the 1988 annual meeting of stockholders; and directors of the third class (Class III) shall be elected to hold office for a term expiring at the 1989 annual meeting of stockholders. At each annual meeting of stockholders after 1986, the successors to the class of directors whose term shall then expire shall be identified as being of the same class as the directors they succeed and elected to hold office for a term expiring at the third

 

THIRD. The number of shares of the corporation outstanding at the time of such adoption was 115,223; and the number of shares entitled to vote thereon was 115,223.

 

 

FOURTH. The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

 (Note 2)

  

CLASS

 

 

Number of Shares

 

 

FIFTH. The number of shares voted for such amendment(s) was 64,293; and the number of shares voted against such amendment(s) was 38,905 (Note 2)

 

 

SIXTH. The number of shares of each class entitled to vote thereon as a class voted for and against such amendments(s), respectively, was:

 

 

CLASS

 

 

Number of Shares Voted

 

 

 

 

For

 

 

Against

 

 

SEVENTH. The manner in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment(s) shall be effected, is as follows: (Note 2)

 

 

EIGHTH. The amount of the authorized capital stock of this corporation shall be increased/decreased from shares at the par value of to shares at the par value of . The total authorized capital stock shall hereafter be $________  preceding annual meeting of stockholders. When the number of directors is changed, any newly-created directorships or any decrease in directorships shall be so apportioned among the classes by the Board of Directors as to make all classes as nearly equal as possible.

 

 

2. Newly-Created Directorships and Vacancies. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors through less than a quorum of the Board of Directors, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which they have been elected expires. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

 

 

3. Removal of Directors. Any director may be removed, with or without cause, only by the affirmative vote of the holders of a majority of the outstanding Common Stock.

 

 

Dated March [illegible], 1986 

 

 

 

 

 

City Holding Company (Note 4)

 

 

 

 

 

By:

 

 

/s/ James L. Burns

 

 

 

 

Its President

 

 

 

 

 

 

and

 

 

/s/ Otis L. O'Connor

 

 

 

 

Its Secretary

 

 

STATE OF WEST VIRGINIA 

COUNTY OF KANAWHA 

  

I, Brenda Sutphin, a notary public, do hereby certify that on this [illegible] day of March, 1986 personally appeared before me James L. Burns who being by me first duly sworn declared that he is the President of City Holding Company, that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

 

 

 

 

/s/ Brenda Sutphin

 

 

 

 

Notary Public

 

 

  

Commission Expires:

 

 

August 16, 1993

 

 

 

Notes

 

 

1.

 

 

Change to “board of directors” if no shares have been issued.

 

 

 

2.

 

 

If inapplicable omit.

 

 

 

3.

 

 

This article may be omitted if the subject matter is set forth in the amendment or if it is inapplicable.

 

 

 

 

4.

 

 

Exact corporate name of corporation adopting the Articles of Amendment

 

  

 

5.

 

 

Signatures and titles of officers signing for the corporation

 

  

 

6.

 

 

This articles of amendment to the articles of incorporation must be filed in duplicate.

 

 

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

CITY HOLDING COMPANY



Pursuant to Section 1006, Article 10, Chapter 3 1 D of the Code of West Virginia,

the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:



FIRST: The name of the corporation is City Holding Company.



SECOND: The following amendments to the Articles of Incorporation were adopted by the shareholders of the corporation.



THIRD: The date of the adoption was May 10, 2006.



FOURTH: The following amendments to the Articles of Incorporation were adopted by the shareholders of the corporation in the manner prescribed by law:



RESOLVED, that, Article X of the Articles of Incorporation be, and the same hereby is, amended to add the

following sections:



Section 4. Tie Votes. In the event that a vote which is duly brought before the Board of Directors at a meeting at which a quorum is present results in a tie vote, the vote of the Chairman of the Board of the Company or his duly appointed delegate (who shall also be a director) shall be counted twice.



Section 5. Waiver of Liability. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted by the West Virginia Business Corporation Act or the laws of the United States or the State of West Virginia, as the same exist or may hereafter be amended. Any repeal or modification of the foregoing provision by the stockholders of the corporation shall not adversely affect any right of protection of a director of the corporation existing at the time of such repeal or modification.



FIFTH: Contact name and number of person to reach in case of problem with filing:


Name: Charles D. Dunbar, Esq.

Phone: (304) 340-1196



SIXTH: Signature of person executing document:


 

 /s/ Charles R. Hageboeck

 

 Charles R. Hageboeck

President & CEO