DEARBORN BANCORP INC /MI/ - FORM 8-K - EX-3.A - May 20, 2010

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8-K - FORM 8-K - DEARBORN BANCORP INC /MI/k49272e8vk.htm
BCS/CD-515 (Rev. 04/09)
MICHIGAN DEPARTMENT OF ENERGY, LABOR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES
     
Date Received
  (FOR BUREAU USE ONLY)
 
    
 
  This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.
     
Name
    
Verne C. Hampton, II
    
 
    
Address
    
Dickinson Wright PLLC, 500 Woodward Avenue, Suite 4000
    
 
    
City                                                 State                                               ZIP Code
Detroit                                              MI                                                48226
    
 
    
Ç   Document will be returned to the name and address you enter above.   È
If left blank document will be mailed to the registered office.
  EFFECTIVE DATE:
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Profit and Nonprofit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:
1.   The present name of the corporation is: Dearborn Bancorp, Inc.
 
2.   The identification number assigned by the Bureau is: 501-297
 
3.   Article III (first paragraph) of the Articles of Incorporation is hereby amended to read as follows:
 
    The total number of shares of all classes of stock which the corporation shall have the authority to issue shall be 105,000,000 shares which shall be divided into two classes as follows:
 
    Shares of Common Stock — 100,000,000
 
    Shares of Preferred Stock —     5,000,000

 

COMPLETE ONLY ONE OF THE FOLLOWING:
4. Profit or Nonprofit Corporation: For amendments adopted by unanimous consent of incorporators before the first meeting of the board of directors or trustees.
The foregoing amendment to the Articles of Incorporation was duly adopted on the _______________ day of _______________, _________, in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees.
Signed this _______________ day of _______________, _______________
     
 
   
 
   
(Signature)
  (Signature)
 
    
 
 
   
(Type or Print Name)
  (Type or Print Name)
 
    
 
 
   
(Signature)
  (Signature)
 
    
 
 
   
(Type or Print Name)
  (Type or Print Name)
5. Profit Corporation Only: Shareholder or Board Approval
The foregoing amendment to the Articles of Incorporation proposed by the board was duly adopted on the 18th day of May, 2010, by the: (check one of the following)
  þ   shareholders at a meeting in accordance with Section 611(3) of the Act.
 
  o   written consent of the shareholders having not less than the minimum number of votes required by statute in accordance with Section 407(1) of the Act. Written notice to shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders is permitted only if such provision appears in the Articles of Incorporation.)
 
  o   written consent of all the shareholders entitled to vote in accordance with Section 407(2) of the Act.
 
  o   board of a profit corporation pursuant to section 611(2) of the Act.
             
    Profit Corporations and Professional Service Corporations    
 
    Signed this 18 day of May, 2010    
 
            
 
  By   Jeffrey L. Karafa    
 
     
 
    
 
      (Signature of an authorized officer or agent)    
 
            
        Jeffrey L. Karafa, Vice President    
 
     
 
    
 
      (Type or Print Name)    

 

 

6. Nonprofit corporation only: Member, shareholder, or board approval
The foregoing amendment to the Articles of Incorporation was duly adopted on the                                          day of                                         ,                                           , by the (check one of the following)
Member or shareholder approval for nonprofit corporations organized on a membership or share basis
  o   members or shareholders at a meeting in accordance with Section 611(2) of the Act.
 
  o   written consent of the members or shareholders having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act. Written notice to members or shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the members or shareholders is permitted only if such provision appears in the Articles of Incorporation.)
 
  o   written consent of all the members or shareholders entitled to vote in accordance with section 407(3) of the Act.
Directors (Only if the Articles state that the corporation is organized on a directorship basis)
  o   directors at a meeting in accordance with Section 611(2) of the Act.
 
  o   written consent of all directors pursuant to Section 525 of the Act.
             
 
      Nonprofit Corporations    
 
            
    Signed this                                   day of                                 ,                                     
 
            
 
  By  
 
    
 
      (Signature of President, Vice-President, Chairperson or Vice-Chairperson)    
 
            
 
 
     
 
(Type or Print Name)                            (Type or Print Title) 		   

 

 

BCS/CD-515 (Rev. 04/09)
     
Name of person or organization remitting fees:
  Preparer’s name and business telephone number:
 
Dearborn Bancorp, Inc.
  Verne C. Hampton, II
 
  
 
 
    
 
  (313) 223-3546
 
  
 
INFORMATION AND INSTRUCTIONS
1.   This form may be used to draft your Certificate of Amendment to the Articles of Incorporation. A document required or permitted to be filed under the act cannot be filed unless it contains the minimum information required by the act. The format provided contains only the minimal information required to make the document fileable and may not meet your needs. This is a legal document and agency staff cannot provide legal advice.
 
2.   Submit one original of this document. Upon filing, the document will be added to the records of the Bureau of Commercial Services. The original will be returned to your registered office address, unless you enter a different address in the box on the front of this document.
 
    Since the document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.
 
3.   This Certificate is to be used pursuant to the provisions of section 631 of Act 284, P.A. of 1972, or Act 162, P.A. of 1982, for the purpose of amending the Articles of Incorporation of a domestic profit corporation or nonprofit corporation. Do not use this form for restated articles.
 
4.   Item 2 — Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.
 
5.   Item 3 — The article(s) being amended must be set forth in its entirety. However, if the article being amended is divided into separately identifiable sections, only the sections being amended need be included.
 
6.   If the amendment changes the term of existence to other than perpetual, all nonprofit corporations except churches must obtain a consent to dissolution, or a written statement that the consent is not required, from the Michigan Attorney General, Consumer Protection and Charitable Trusts Division, P.O. Box 30214, Lansing, MI 48909, (517) 373-1152. Application for the consent should be made at least 45 days before the desired effective date of the dissolution. This certificate cannot be filed unless it is accompanied by the consent or written statement.
 
7.   This document is effective on the date endorsed “filed” by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated as an additional article.
 
8.   Signatures:
Profit Corporations: (Complete either Item 4 or Item 5)
  1)   Item 4 must be signed by at least a majority of the Incorporators listed in the Articles of Incorporation.
 
  2)   Item 5 must be signed by an authorized officer or agent of the corporation.
Nonprofit Corporations: (Complete either Item 4 or item 6)
  1)   Item 4 must be signed by all of the incorporators listed in the Article of Incorporation.
 
  2)   Item 6 must be signed by either the president, vice-president, chairperson or vice-chairperson.
9.   FEES: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order.
    NONREFUNDABLE FEE: $10.00
    ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT CORPORATIONS ARE:
         
Amount of Increase   Fee
1-60,000
  $ 50.00    
60,001-1,000,000
  $ 100.00    
1,000,001-5,000,000
  $ 300.00    
5,000,001-10,000,000
  $ 500.00    
More than 10,000,000
  $500.00 for first 10,000,000 plus $1000.00 for each additional 10,000,000, or portion thereof
             
To submit by mail:   To submit in person:
             
 
  Michigan Department of Labor & Economic Growth       2501 Woodlake Circle
 
  Bureau of Commercial Services — Corporation Division       Okemos, MI
 
  P.O. Box 30054       Telephone: (517)241-6470
 
  Lansing, MI 48909      
Fees may be paid by VISA or Mastercard when delivered in person to our office.
MICH-ELF (Michigan Electronic Filing System):
First Time Users: Call (517) 241-6470, or visit our website at http://www.michigan.gov/corporations Customer with MICH-ELF Filer Account: Send document to (517) 636-6437
DELEG is an equal opportunity employer/program. Auxiliary aids, services and other reasonable accommodations are available upon request to individuals with disabiliteis.

DEARBORN BANCORP INC /MI/ Reports