EXHIBIT 3.1

 

 

 

                     FIFTH AMENDED ARTICLES OF INCORPORATION

 

                                       OF

 

                            CITIZENS BANCSHARES, INC.

 

         FIRST:  The name of the Corporation shall be Citizens Bancshares, Inc.

 

         SECOND: The place in the State of Ohio where the principal office of

the Corporation will be located is in Salineville, Columbiana County, or such

other location as the Board of Directors may from time to time determine.

 

         THIRD: The purpose for which the Corporation is formed is to engage in

any lawful act or activity for which corporations may be formed under Sections

1701.01 to 1701.98, inclusive, of the Revised Code of Ohio, as now in effect or

hereafter amended.

 

         FOURTH: The total number of shares of all classes which the Corporation

shall have authority to issue is thirty-six million two hundred thousand

(36,200,000), divided into two classes as follows: 200,000 Serial Preferred

Shares, par value $10.00 (Ten Dollars) per share (hereinafter called the "Serial

Shares"), and 36,000,000 Common Shares, without par value (hereinafter called

the "Common Shares").

 

         No holder of any class of shares of the Corporation shall, as such

holder, have any preemptive or preferential right to purchase or subscribe to

any shares of any class of stock of the Corporation, whether now or hereafter

authorized, whether unissued or in the treasury, or to purchase any obligations

convertible into shares of any class of stock of the Corporation, which at any

time may be proposed to be issued by the Corporation or subjected to rights or

options to purchase granted by the Corporation.

 

         The shares of such classes shall have the following express terms:

 

                                   DIVISION A

 

                       EXPRESS TERMS OF THE SERIAL SHARES

 

         Section 1. The Serial Shares may be issued from time to time in one or

more series. All shares of Serial Shares shall be of equal rank and shall be

identical, except in respect of the matters that may be fixed by the Board of

Directors as hereinafter provided, and each share of each series shall be

identical with all other shares of such series, except as to the date from which

dividends are cumulative. Subject to the provisions of Sections 2 to 7, both

inclusive, of this division, which provisions shall apply to all Serial Shares,

the Board of Directors hereby is

 

 

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authorized to cause such shares to be issued in one or more series and with

respect to each such series prior to the issuance thereof to fix:

 

 

                  (a) The designation of the series, which may be by

         distinguishing number, letter, or title.

 

                  (b) The number of shares of the series, which number the Board

         of Directors may (except where otherwise provided in the creation of

         the series) increase or decrease (but not below the number of shares

         thereof then outstanding).

 

                  (c) The annual dividend rate of the series.

 

                  (d) The dates at which dividends, if declared, shall be

         payable, and the dates from which dividends shall be cumulative.

 

                  (e) The redemption rights and price or prices, if any, for

         shares of the series.

 

                  (f) The terms and amount of any sinking fund provided for the

         purchase or redemption of shares of the series.

 

                  (g) The amounts payable on shares of the series in the event

         of any voluntary liquidation, dissolution, or winding up of the affairs

         of the Corporation.

 

                  (h) Whether the shares of the series shall be convertible into

         Common Shares, and, if so, the conversion price or prices, any

         adjustments thereof, and all other terms and conditions upon which

         conversion may be made.

 

                  (i) Restrictions (in addition to those set forth in Sections

         5(b) and 5(c) of this Division) on the issuance of shares of the same

         series or of any other class or series.

 

         The Board of Directors is authorized to adopt from time to time

amendments to the Articles of Incorporation fixing, with respect to each such

series, the matters described in clauses (a) to (i), both inclusive, of this

Section 1.

 

         Section 2. The holders of Serial Shares of each series, in preference

to the holders of Common Shares and of any other class of shares ranking junior

to the Serial Shares, shall be entitled to receive out of any funds legally

available and when and as declared by the Board of Directors dividends in cash

at the rate for such series fixed in accordance with the provisions of Section 1

of this

 

 

<PAGE>   3

 

Division and no more, payable quarterly on the dates fixed for such

series. Such dividends shall be cumulative, in the case of shares of each

particular series, from and after the date or dates fixed with respect to such

series. No dividends may be paid upon or declared or set apart for any of the

Serial Shares for any quarterly dividend period unless at the same time a like

proportionate dividend for the same quarterly dividend period, ratably in

proportion to the respective annual dividend rates fixed therefor, shall be paid

upon or declared or set apart for all Serial Shares of all series then issued

and outstanding and entitled to receive such dividend.

 

         Section 3. In no event so long as any Serial Shares shall be

outstanding shall any dividends, except a dividend payable in Common Shares or

other shares ranking junior to the Serial Shares, be paid or declared or any

distribution be made except as aforesaid on the Common Shares or any other

shares ranking junior to the Serial Shares, nor shall any Common Shares or any

other shares ranking junior to the Serial Shares be purchased, retired, or

otherwise acquired by the Corporation (except out of the proceeds of the sale of

Common Shares or other shares ranking junior to the Serial Shares received by

the Corporation subsequent to March 11, 1985):

 

                  (a) Unless all accrued and unpaid dividends on Serial Shares,

         including the full dividends for the current quarterly dividend period,

         shall have been declared and paid or a sum sufficient for payment

         thereof set apart; and

 

                  (b) Unless there shall be no arrearages with respect to the

         redemption of Serial Shares of any series from any sinking fund

         provided for shares of such series in accordance with Section 1 of this

         Division.

 

         Section 4. (a) The holders of Serial Shares of any series shall, in

case of liquidation, dissolution, or winding up of the affairs of the

Corporation, be entitled to receive in full out of the assets of the

Corporation, including its capital, before any amount shall be paid or

distributed among the holders of the Common Shares or any other shares ranking

junior to the Serial Shares, the amounts fixed with respect to shares of such

series in accordance with Section 1 of this Division, plus an amount equal to

all dividends accrued and unpaid thereon to the date of payment of the amount

due pursuant to such liquidation, dissolution, or winding up of the affairs of

the Corporation. In case the net assets of the Corporation legally available

therefor are insufficient to permit the payment upon all outstanding Serial

Shares of the full preferential amount to which they are respectively entitled,

then such net assets shall be distributed ratably upon outstanding Serial Shares

in proportion to the full preferential amount to which each such share is

entitled.

 

 

 

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         After payment to holders of Serial Shares of the full preferential

amounts as aforesaid, holders of Serial Shares as such shall have no right or

claim to any of the remaining assets of the Corporation.

 

         (b) The merger or consolidation of the Corporation into or with any

other corporation, or the merger of any other corporation into it, or the sale,

lease or conveyance of all or substantially all the property or business of the

Corporation, shall not be deemed to be a dissolution, liquidation, or winding up

for the purposes of this Section 4.

 

         Section 5. (a) the holders of Serial Shares shall be entitled to one

vote for each share of such stock upon all matters presented to the

shareholders; and, except as otherwise provided herein or required by law, the

holders of Serial Shares and the holders of Common Shares shall vote together as

one class on all matters.

 

         If, and so often as, the Corporation shall be in default in the payment

of six (6) full quarterly dividends (whether or not consecutive) on any series

of Serial Shares at the time outstanding, whether or not earned or declared, the

holders of Serial Shares of all series, voting separately as a class and in

addition to all other rights to vote for directors, shall be entitled to elect,

as herein provided, two (2) members of the Board of Directors of the

Corporation; provided, however, that the holders of Serial Shares shall not have

or exercise such special class voting rights except at meetings of the

shareholders for the election of directors at which the holders of not less than

one-third of the outstanding Serial Shares of all series then outstanding are

present in person or by proxy; and provided further that the special class

voting rights provided for herein when the same shall have become vested shall

remain so vested until all accrued and unpaid dividends on the Serial Shares of

all series then outstanding shall have been paid, whereupon the holders of

Serial Shares shall be divested of their special class voting rights in respect

of subsequent elections of directors, subject to the revesting of such special

class voting rights in the event hereinabove specified in this paragraph.

 

         In the event of default entitling the holders of Serial Shares to elect

two (2) directors as above specified, a special meeting of the shareholders for

the purpose of electing such directors shall be called by the Secretary of the

Corporation upon written request of, or may be called by, the holders of record

of at least ten percent (10%) of the Serial Shares of all series at the time

outstanding, and notice thereof shall be given in the same manner as that

required for the annual meeting of shareholders; provided, however, that the

Corporation shall not be required to call such special meeting if the annual

meeting of shareholders shall be held within one hundred twenty (120) days after

the date of receipt of

 

 

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the foregoing written request from the holders of Serial Shares. At any meeting

at which the holders of Serial Shares shall be entitled to elect directors, the

holders of one-third of the then outstanding Serial Shares of all series,

present in person or by proxy, shall be sufficient to constitute a quorum, and

the vote of the holders of a majority of such shares so present at any such

meeting at which there shall be such a quorum shall be sufficient to elect the

members of the Board of Directors which the holders of Serial Shares are

entitled to elect as hereinabove provided. The two directors who may be elected

by the holders of Serial Shares pursuant to the foregoing provisions shall be in

addition to any other directors then in office or proposed to be elected

otherwise than pursuant to such provisions, and nothing in such provisions shall

prevent any change otherwise permitted in the total number of directors of the

Corporation or require the resignation of any director elected otherwise than

pursuant to such provisions. Notwithstanding any classification of the other

directors of the Corporation, the two directors elected by the holders of Serial

Shares shall be elected annually for terms expiring at the next succeeding

annual meeting of shareholders.

 

         (b) The affirmative vote of the holders of at least two-thirds of the

Serial Shares at the time outstanding, given in person or by proxy at a meeting

called for the purpose at which the holders of Serial Shares shall vote

separately as a class, shall be necessary to effect any one or more of the

following (but so far as the holders of Serial Shares are concerned, such action

may be effected with such vote):

 

                  (i) Any amendment, alteration, or repeal of any of the

         provisions of the Articles of Incorporation or of the Regulations of

         the Corporation which affects adversely the voting powers, rights or

         preferences of the holders of Serial Shares; provided, however, that,

         for the purpose of this clause (i) only, neither the amendment of the

         Articles of Incorporation so as to authorize or create, or to increase

         the authorized or outstanding amount of, Serial Shares or of any shares

         of any class ranking on a parity with or junior to the Serial Shares,

         nor the amendment of the provisions of the Regulations so as to

         increase the number of directors of the Corporation shall be deemed to

         affect adversely the voting powers, rights or preferences of the

         holders of Serial Shares; and provided further, that if such amendment,

         alteration, or repeal affects adversely the rights or preferences of

         one or more but not all series of Serial Shares at the time

         outstanding, only the affirmative vote of the holders of at least

         two-thirds of the number of shares at the time outstanding of the

         series so affected shall be required;

 

 

 

<PAGE>   6

 

 

                  (ii) The authorization or creation of, or the increase in the

         authorized amount of, any shares of any class, or any security

         convertible into shares of any class, ranking prior to the Serial

         Shares; or

 

                  (iii) The purchase or redemption (for sinking fund purposes of

         otherwise) of less than all of the Serial Shares then outstanding

         except in accordance with a stock purchase offer made to all holders of

         record of Serial Shares, unless all dividends upon all Serial Shares

         then outstanding for all previous quarterly dividend periods shall have

         been declared and paid or funds therefor set apart and all accrued

         sinking fund obligations applicable thereto shall have been complied

         with.

 

         (c) The affirmative vote of the holders of at least a majority of the

shares of Serial Shares at the time outstanding, given in person or by proxy at

a meeting called for the purpose at which the holders of Serial Shares shall

vote separately as a class, shall be necessary to effect any one or more of the

following (but so far as the holders of Serial Shares are concerned, such action

may be effected with such vote):

 

                  (i) The sale, lease or conveyance by the Corporation of all or

         substantially all of its property or business, or its consolidation

         with or merger into any other corporation unless the corporation

         resulting from such consolidation or merger will have after such

         consolidation or merger no class of shares either authorized or

         outstanding ranking prior to or on a parity with the Serial Shares

         except the same number of shares ranking prior to or on a parity with

         the Serial Shares and having the same rights and preferences as the

         shares of the Corporation authorized and outstanding immediately

         preceding such consolidation or merger, and each holder of Serial

         Shares immediately preceding such consolidation or merger shall receive

         the same number of shares, with the same rights and preferences, of the

         resulting corporation; or

 

                  (ii) The authorization of any shares ranking on a parity with

         the Serial Shares or an increase in the authorized number of Serial

         Shares.

 

         Section 6. For the purpose of this Division A, whenever reference is

made to shares "ranking prior to the Serial Shares" or "on a parity with the

Serial Shares," such reference shall mean and include all shares of the

Corporation in respect of which the rights of the holders thereof as to the

payment of dividends or as to distributions in the event of a voluntary or

involuntary liquidation, dissolution, or winding up of the affairs of the

Corporation are given preference over, or rank on an equality with

 

 

<PAGE>   7

 

(as the case may be) the rights of holders of Serial Shares; and whenever

reference is made to shares "ranking junior to the Serial Shares," such

reference shall mean and include all shares of the Corporation in respect of

which the rights of the holders thereof as to the payment of dividends and as to

distributions in the event of a voluntary or involuntary liquidation,

dissolution or winding up of the affairs of the Corporation are junior and

subordinate to the rights of the holders of Serial Shares.

 

                                   DIVISION B

 

                       EXPRESS TERMS OF THE COMMON SHARES

 

         The Common Shares shall be subject to the express terms of the Serial

Shares and any series thereof. Each Common Share shall be equal to every other

share of Common Share. The holders of Common Shares shall be entitled to one

vote for each share of such stock upon all matters presented to the

shareholders.

 

         FIFTH: Without derogation from any other power to purchase shares of

the Corporation, the Corporation may, by action of its Board of Directors and to

the extent not prohibited by law, purchase outstanding shares of any class of

this Corporation's stock.

 

         SIXTH: No Person shall make a Control Share Acquisition without the

prior authorization of the Corporation's shareholders.

 

         Section 1. Procedure. In order to obtain authorization of a Control

Share Acquisition by the Corporation's shareholders, a Person shall deliver a

notice (the "Notice") to the Corporation at its principal place of business that

sets forth all of the following information:

 

                  A.  The identity of the Person who is giving the Notice;

 

                  B. A statement that the Notice is given pursuant to this

         Article SIXTH;

 

                  C. The number and class of shares of the Corporation owned,

         directly or indirectly, by the Person who gives the Notice;

 

                  D. The range of voting power under which the proposed Control

         Share Acquisition would, if consummated, fall;

 

                  E. A description in reasonable detail of the terms of the

         proposed Control Share Acquisition; and

 

 

 

 

<PAGE>   8

 

                  F. Reasonable evidence that the proposed Control Share

         Acquisition, if consummated, would not be contrary to law and that the

         Person who is giving the Notice has the financial capacity to make the

         proposed Control Share Acquisition.

 

        Section 2. Call of Special Meeting of Shareholders. The Board of

Directors of the Corporation shall, within ten days after receipt of such

Notice by the Corporation, call a special meeting of shareholders to be held

not later than fifty (50) days after receipt of the Notice by the Corporation,

unless the Person who delivered the Notice agrees to a later date, to consider

the proposed Control Share Acquisition; provided that the Board of Directors

has no obligation to call such meeting if they make a determination within ten

days after receipt of the Notice (i) that the Notice was not given in good

faith, (ii) that the proposed Control Share Acquisition would not be in the

best interests of the Corporation and its shareholders, or (iii) that the

proposed Control Share Acquisition could not be consummated for financial or

legal reasons. Notwithstanding anything to the contrary contained in clause

(ii) of the immediately preceding sentence, the Board of Directors shall not

determine not to call such special meeting of shareholders for the reason

stated in such clause (ii) if the Control Share Acquisition described in the

Notice is for any and all shares of the Corporation at a price higher than 175%

of the book value of the Common Shares as of the close of the immediately

preceding fiscal year. The Board of Directors may adjourn such meeting if,

prior to such meeting, the Corporation has received a Notice from any other

Person and the Board of Directors has determined that the Control Share

Acquisition proposed by such other Person or a merger, consolidation or sale of

assets of the Corporation should be presented to shareholders at an adjourned

meeting or at a special meeting held at a later date.

 

        For purposes of making a determination that a special meeting of

shareholders should not be called pursuant to this Section 3, no such

determination shall be deemed void or voidable with respect to the Corporation

merely because one or more of its directors or officers who participated in

making such determination may be deemed to be other than disinterested, if in

any such case the material facts of the relationship giving rise to a basis for

self-interest are known to the directors and the directors, in good faith

reasonably justified by the facts, make such determination by the affirmative

vote of a majority of the disinterested directors, even though the

disinterested directors constitute less than a quorum. For purposes of this

paragraph, "disinterested directors" shall mean directors whose material

contacts with the Corporation are limited principally to activities as a

director or shareholder. Persons who have substantial, recurring business or

professional contacts with the Corporation shall not be deemed to be

"disinterested directors" for purposes of this provision. A director shall not

be deemed to be other than a "disinterested

 

 

 

 

<PAGE>   9

 

director" merely because he would no longer be a director if the proposed

Control Share Acquisition were approved and consummated.

 

         Section 3. Notice of Special Meeting. The Corporation shall give notice

of such special meeting to all shareholders of record as of the record date set

for such meeting as promptly as practicable. Such notice shall include or be

accompanied by a copy of the Notice and by a statement of the Corporation,

authorized by the Board of Directors, of its position or recommendation, or that

it is taking no position or making no recommendation, with respect to the

proposed Control Share Acquisition.

 

         Section 4. Requirements for Approval. The Person who delivered the

Notice may make the proposed Control Share Acquisition if both of the following

occur: (i) the shareholders of the Corporation authorize such acquisition at the

special meeting called by the Board of Directors at which a quorum is present

and held for that purpose by an affirmative vote of a majority of the shares

entitled to vote in the election of directors ("Voting Shares") represented at

such meeting in person or by proxy and by a majority of the portion of such

Voting Shares represented at such meeting in person or by proxy excluding the

votes of Interested Shares; and (ii) such acquisition is consummated, in

accordance with the terms so authorized, not later than 360 days following

shareholder authorization of the Control Share Acquisition.

 

         Section 5. Violations of Restriction. Shares issued or transferred to

any Person in violation of this Article SIXTH shall be valid only with respect

to such amount of shares as does not result in a violation of this Article

SIXTH, and such issuance or transfer shall be null and void with respect to the

remainder of such shares, any such remainder of shares being hereinafter called

"Excess Shares." If the last clause of the foregoing sentence is determined to

be invalid by virtue of any legal decision, statute, rule or regulation, the

Person who holds Excess Shares shall be conclusively deemed to have acted as an

agent on behalf of the Corporation in acquiring the Excess Shares and to hold

such Excess Shares on behalf of the Corporation. As the equivalent of treasury

securities for such purposes, the Excess Shares shall not be entitled to any

voting rights, shall not be considered to be outstanding for quorum or voting

purposes, and shall not be entitled to receive dividends, interest or any other

distribution with respect to the Excess Shares. Any person who receives

dividends, interest or any other distribution in respect to Excess Shares shall

hold the same as agent for the Corporation and, following a permitted transfer,

for the transferee thereof. Notwithstanding the foregoing, any holder of Excess

Shares may transfer the same (together with any distributions thereon) to any

person who, following such transfer, would not own shares in violation of this

Article SIXTH. Upon such permitted transfer, the Corporation shall pay or

distribute to the transferee any

 

 

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distributions on the Excess Shares not previously paid or distributed.

 

         Section 6.  Definitions.  As used in this Article SIXTH:

 

                  A. "Person" includes, without limitation, an individual, a

         corporation (whether nonprofit or for profit), a partnership, an

         unincorporated society or association, and two or more persons having a

         joint or common interest.

 

                  B. (1) "Control Share Acquisition" means the acquisition,

         directly or indirectly, by any Person, of shares of the Corporation

         that, when added to all other shares of the Corporation in respect of

         which such Person may exercise or direct the exercise of voting power

         as provided in this Section 6B.(1), would entitle such Person,

         immediately after such acquisition, directly or indirectly, to exercise

         or direct the exercise of the voting power of the Corporation in the

         election of directors within any of the following ranges of such voting

         power:

 

                           (a) One-fifth or more but less than one-third of such

                  voting power;

 

                           (b) One-third or more but less than a majority of

                  such voting power;

 

                           (c) A majority or more of such voting power.

 

         A bank, broker, nominee, trustee, or other person who acquires shares

         in the ordinary course of business for the benefit of others in good

         faith and not for the purpose of circumventing this Article SIXTH

         shall, however, be deemed to have voting power only of shares in

         respect of which such person would be able to exercise or direct the

         exercise of votes without further instruction from others at a meeting

         of shareholders called under this Article SIXTH. For purposes of this

         Article SIXTH, the acquisition of securities immediately convertible

         into shares of the Corporation with voting power in the election of

         directors shall be treated as an acquisition of such shares.

 

                  (2) The acquisition of any shares of the Corporation does not

         constitute a Control Share Acquisition for the purpose of this Article

         SIXTH if the acquisition is consummated in any of the following

         circumstances:

 

 

 

<PAGE>   11

                           (a) By underwriters in good faith and not for the

                  purpose of circumventing this Article SIXTH in connection with

                  an offering of the securities of the Corporation to the

                  public;

 

                           (b) By bequest or inheritance, by operation of law

                  upon the death of any individual, or by any other transfer

                  without valuable consideration, including a gift, that is made

                  in good faith and not for the purpose of circumventing this

                  Article SIXTH;

 

                           (c) Pursuant to the satisfaction of a pledge or other

                  security interest created in good faith and not for the

                  purpose of circumventing this Article SIXTH;

 

                           (d) Pursuant to a merger or consolidation adopted, or

                  a combination or majority share acquisition authorized, by

                  shareholder vote in compliance with the provisions of Section

                  1701.78 or Section 1701.83 of the Ohio Revised Code if the

                  Corporation is the surviving or new corporation in the merger

                  of consolidation or is the acquiring corporation in the

                  combination or majority share acquisition and if the vote of

                  the shareholders of the surviving, new, or acquiring

                  corporation is required by the provisions of Section 1701.78

                  or 1701.83 of the Ohio Revised Code;

 

                           (e)  Prior to March 11, 1985;

 

                           (f) Pursuant to a contract existing prior to March

                  11, 1985.

 

         The acquisition by any Person of shares of the Corporation in a manner

         described under this Section 6B.(2) shall be deemed to be a Control

         Share Acquisition authorized pursuant to this Article SIXTH within the

         range of voting power under Section 6B.(1)(a), (b) or (c) of this

         Article SIXTH that such Person is entitled to exercise after such

         acquisition, provided that, in the case of an acquisition in a manner

         described under Section 6B.(2)(b) or (c), the transferor of shares to

         such Person had previously obtained any authorization of shareholders

         required under this Article SIXTH in connection with such transferor's

         acquisition of shares of the Corporation.

 

 

 

<PAGE>   12

 

 

                  (3) The acquisition of shares of the Corporation in good faith

         and not for the purpose of circumventing this Article SIXTH the

         acquisition of which (a) had previously been authorized by shareholders

         in compliance with this Article or (b) would have constituted a Control

         Share Acquisition but for Section 6B.(2), does not constitute a Control

         Share Acquisition for the purpose of this Article SIXTH unless such

         acquisition entitles any Person, directly or indirectly, to exercise or

         direct the exercise of voting power of the Corporation in the election

         of directors in excess of the range of such voting power authorized

         pursuant to this Article SIXTH, or deemed to be so authorized under

         Section 6B.(2).

 

                  C. "Interested Shares" means Voting Shares with respect to

         which any of the following persons may exercise or direct the exercise

         of the voting power:

 

                  (1) any Person whose Notice prompted the calling of the

         meeting of shareholders;

 

                  (2) any officer of the Corporation elected or appointed by the

         directors of the Corporation; and

 

                  (3) any employee of the Corporation who is also a director of

         the Corporation.

 

         Section 7. Proxies. No proxy appointed for or in connection with the

shareholder authorization of a Control Share Acquisition pursuant to this

Article SIXTH is valid if it provides that it is irrevocable. No such proxy is

valid unless it is sought, appointed, and received both:

 

                           A. in accordance with all applicable requirements of

                  law; and

 

                           B. separate and apart from the sale or purchase,

                  contract or tender for sale or purchase, or request or

                  invitation for tender for sale or purchase, of shares of the

                  Corporation.

 

         Section 8. Revocability of Proxies. Proxies appointed for or in

connection with the shareholder authorization of a Control Share Acquisition

pursuant to this Article SIXTH shall be revocable at all times prior to the

obtaining of such shareholder authorization, whether or not coupled with an

interest.

 

         Section 9. Amendments. Notwithstanding any other provisions of these

Articles of Incorporation or the Regulations of the Corporation, as the same may

be in effect from time to time, or any provision of law that might otherwise

permit a lesser vote of the

 

 

 

<PAGE>   13

 

directors or the holders of any particular class or series of shares required by

law, the Articles of Incorporation or the Regulations of the Corporation, as the

same may be in effect from time to time, the affirmative vote of at least

seventy-five percent (75%) of the Voting Shares shall be required to alter,

amend or repeal this Article SIXTH or adopt any provisions in the Articles of

Incorporation or the Regulations of the Corporation, as the same may be in

effect from time to time, which are inconsistent with the provisions of this

Article SIXTH.

 

         Section 10. Legend on Share Certificates. Each certificate representing

shares of the Corporation's capital stock shall contain the following legend:

 

                  "Transfer of the shares represented by this Certificate is

         subject to the provisions of Article SIXTH of the Corporation's

         Articles of Incorporation as the same may be in effect from time to

         time. Upon written request delivered to the Secretary of the

         Corporation at its principal place of business, the Corporation will

         mail to the holder of this Certificate a copy of such provisions

         without charge within five days after receipt of written request

         therefor. By accepting this certificate the holder hereof acknowledges

         that it is accepting the same subject to the provisions of said Article

         SIXTH as the same may be in effect from time to time and covenants with

         the Corporation and each shareholder thereof from time to time to

         comply with the provisions of said Article SIXTH as the same may be in

         effect from time to time."

 

         SEVENTH: The provisions of Section 1701.831 of the Ohio Revised Code,

as amended from time to time, or any successor provision or provisions to said

section shall not apply to this Corporation.

 

         EIGHTH: Except as otherwise provided in Articles FOURTH and SIXTH, the

affirmative vote of two-thirds of the Voting Shares shall be required to (i)

adopt any agreement for the merger or consolidation of the Corporation with or

into any other corporation or (ii) authorize the sale, lease, exchange, transfer

or other disposition of all or substantially all of the assets of the

Corporation.

 

         NINTH: Except to the extent that Articles FOURTH and SIXTH otherwise

provide with respect to certain matters therein set forth, the Corporation

reserves the right to amend, alter, change or repeal any provision contained in

these Articles of Incorporation and to add new provisions, in the manner now or

hereafter prescribed by statute, upon the affirmative vote of a majority of the

outstanding shares of the Corporation, voting as a class; and all rights,

privileges and preferences of whatsoever

 

 

 

<PAGE>   14

 

 

nature conferred upon shareholders, directors and officers pursuant to these

Articles of Incorporation in their present form or as hereafter amended are

granted subject to this reservation. Notwithstanding the foregoing, the adoption

of any amendment, alteration, change or repeal to these Articles of

Incorporation as the same may be in effect from time to time which is

inconsistent with or would have the effect of amending, altering, changing or

repealing the provisions of the Sections 7, 9 or 10 of the Regulations of the

Corporation as the same may be in effect from time to time shall require the

same affirmative vote of shareholders as would be required under such

Regulations to adopt any amendment, alteration, change or repeal or said

Sections 7, 9 or 10 or to adopt any provisions inconsistent therewith.