Attached files
file | filename |
---|---|
8-K - FORM 8-K - Birmingham Bloomfield Bancshares | k50625e8vk.htm |
EX-99.1 - EX-99.1 - Birmingham Bloomfield Bancshares | k50625exv99w1.htm |
EX-10.1 - EX-10.1 - Birmingham Bloomfield Bancshares | k50625exv10w1.htm |
Exhibit 3.1
CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATION
WITH RESPECT TO THE FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A, FIXED RATE
CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B, AND FIXED RATE PERPETUAL PREFERRED STOCK, SERIES C
OF
BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
ID NUMBER 10830D
WITH RESPECT TO THE FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A, FIXED RATE
CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B, AND FIXED RATE PERPETUAL PREFERRED STOCK, SERIES C
OF
BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
ID NUMBER 10830D
Pursuant to Section 450.1302 of the Michigan Business Corporation Act
The undersigned DOES HEREBY CERTIFY that:
1. The name of the corporation (hereinafter referred to as the Corporation) is Birmingham
Bloomfield Bancshares, Inc.
2. The designation of the series of shares of stock of the Corporation to which this
certificate relates is Fixed Rate Cumulative Perpetual Preferred Stock, Series A, Fixed Rate
Cumulative Perpetual Preferred Stock, Series B, and Fixed Rate Perpetual Preferred Stock, Series C.
3. The voting powers, designations, preferences, rights and the qualifications, limitations
and restrictions of each said series of shares of stock were provided for in resolutions adopted by
the Board of Directors of the Corporation pursuant to authority expressly vested in it.
Certificates setting forth the said resolutions have been heretofore filed with the State of
Michigan pursuant to the provisions of Section 450.1302 of the Michigan Business Corporation Act.
4. The Board of Directors of the Corporation has adopted the following resolution:
RESOLVED, that none of the authorized shares of Fixed Rate Cumulative Perpetual Preferred
Stock, Series A, Fixed Rate Cumulative Perpetual Preferred Stock, Series B, and Fixed Rate
Perpetual Preferred Stock, Series C are outstanding and there are no other rights, options or
warrants issued by the Corporation that could require issuing shares of the series.
FURTHER RESOLVED, that none of the shares of Fixed Rate Cumulative Perpetual Preferred Stock,
Series A, Fixed Rate Cumulative Perpetual Preferred Stock, Series B, and Fixed Rate Perpetual
Preferred Stock, Series C will be issued; and
FURTHER RESOLVED, that the proper officers of the Corporation be and hereby authorized to file
a certificate setting forth these resolutions with the Michigan Department of Licensing and
Regulatory Affairs pursuant to the provisions of Section 450.1302 of the Michigan Business
Corporation Act for the purpose of eliminating all reference to the Fixed Rate Cumulative Perpetual
Preferred Stock, Series A, Fixed Rate Cumulative Perpetual Preferred Stock, Series B, and Fixed
Rate Perpetual Preferred Stock, Series C.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its President
this 29th day of July, 2011.
BIRMINGHAM BLOOMFIELD BANCSHARES, INC. |
||||
By: | /s/ Robert E. Farr | |||
Robert E. Farr, President | ||||