Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - BANCFIRST CORP /OK/ | v468183_ex99-1.htm |
| 8-K - FORM 8-K - BANCFIRST CORP /OK/ | v468183_8k.htm |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BANCFIRST CORPORATION
Adopted in accordance with the provisions of Section 1077
of the General Corporation Act of the State of Oklahoma
TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:
BANCFIRST CORPORATION, a corporation organized and existing under the laws of the State of Oklahoma (the "Corporation"), for the purpose of amending its Second Amended and Restated Certificate of Incorporation, does hereby certify:
FIRST: That the name of this Corporation is BancFirst Corporation, and the name under which it was originally incorporated was United Community Corporation.
SECOND: That the date of filing of this Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Oklahoma was July 12, 1984. The date of filing of this Corporation’s Second Amended and Restated Certificate of Amendment with the Secretary of State of the State of Oklahoma was July 24, 1998; and again amended and restated on June 16, 2004.
THIRD: That the Second Amended and Restated Certificate of Incorporation of the Corporation, as subsequently amended by a Certificate of Merger filed with the Secretary of State of the State of Oklahoma on September 30, 1998, and a Certificate of Designation filed with the Secretary of State of the State of Oklahoma on March 11, 1999, and amended and restated by a filing on June 16, 2004, is hereby further amended by deleting Section A of Article 5 and inserting a new Section A of Article 5 to read in its entirety as follows:
ARTICLE 5
A. The aggregate number of shares of all classes which the Corporation shall have authority to allot is 50,900,000. The designation of each class, the number of shares of each class, the par value of each class and the total authorized capital of the Corporation are as follows:
|
Class |
Number of Shares |
Par Value |
Total Par Value Authorized | |||
| Senior Preferred Stock | 10,000,000 | $1.00 | $10,000,000 | |||
| 10% Cumulative Preferred Stock | 900,000 | $5.00 | 4,500,000 | |||
| Common Stock | 40,000,000 | $1.00 | 40,000,000 | |||
| Total | 50,900,000 | $54,500,000 |
FOURTH: That such amendment was duly adopted in accordance with Section 1077 of the Oklahoma General Corporation Act (the “Act”), after being proposed by the directors of the Corporation and adopted by its shareholders in the manner and by the vote prescribed by the Act.
FIFTH: That this amendment be effective upon filing.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its Chief Executive Officer, and attested to by its Secretary this 31st day of May, 2017.
| BANCFIRST CORPORATION | ||
| By: | /s/ David Harlow | |
| David Harlow, Chief Executive Officer | ||
ATTEST:
| /s/ Randy Foraker | |
| Randy Foraker, Secretary |