**EXHIBIT 3.1**

 

**AMENDEDAND RESTATED**

 

**Certificateof Incorporation**

 

**of**

 

**First Ottawa Bancshares, Inc.**

 

 

**Article 1**

 

**Name**

 

The name of the Corporation is First OttawaBancshares, Inc. (hereinafter the “Corporation”).

 

**Article 2**

 

**RegisteredOffice and Agent**

 

The address of theCorporation’s registered office in the State of Delaware is Corporation TrustCenter, 1209 Orange Street, in the City of Wilmington, County of NewCastle.  The name of its registeredagent at such address is The Corporation Trust Company.

 

**Article 3**

 

**Purpose**

 

The purpose of theCorporation is to engage in any lawful act or activity for which a corporationmay be organized under the General Corporation Law of the State of Delaware.

 

**Article 4**

 

**AuthorizedStock**

 

A.            Capital Stock. The total number of shares of stock which the Corporation shall haveauthority to issue is One Million (1,000,000) shares of common stock, par valueof $1.00 per share, and Twenty Thousand (20,000) shares of preferred stock, parvalue of $1.00 per share.

 

B.            Preferred Stock. The shares of preferred stock may be issued from time to time in one ormore series.  The board of directors ofthe Corporation shall have authority to fix by resolution or resolutions thedesignations and the powers, preferences and relative, participating, optionalor other special rights and qualifications, limitations or restrictionsthereof, including, without limitation, the voting rights, the dividend rate,conversion rights, redemption price and liquidation preference, of any seriesof shares of preferred stock, to fix the number of shares constituting any suchseries and to increase or decrease the number of shares of any such series (butnot below the number of shares thereof then outstanding).  In case the number of shares of any such seriesshall be so decreased, the shares constituting such decrease shall resume the

 

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status which they had prior to the adoption of the resolution orresolutions originally fixing the number of shares of such series.

 

C.            Unclaimed Dividends.  Any and all rights, title, interest and claim in and to anydividends declared by the Corporation, whether in cash, stock or otherwise,which are unclaimed by the stockholder entitled thereto for a period of sixyears after the close of business on the payment date, shall be and be deemedto be extinguished and abandoned, and such unclaimed dividends in thepossession of the Corporation, its transfer agents or other agents ordepositaries, shall at such time become the absolute property of theCorporation, free and clear of any and all claims of any persons whatsoever.

 

**Article 5**

 

**Board ofDirectors**

 

The business and affairsof the Corporation shall be under the direction of a board of directors.  The number of directors constituting theentire board of directors shall not be less than eight nor more than fifteen asfixed from time to time by resolution of not less than two-thirds (2/3)of the number of directors which immediately prior to such proposed change hadbeen fixed, in the manner prescribed herein, by the board of directors of theCorporation, *provided, however*, that the number of directors shall not bereduced as to shorten the term of any director at the time in office, and *providedfurther*, that the number of directors constituting the entire boardof directors shall be nine until otherwise fixed as described immediatelyabove.  No person shall be eligible forelection to the board of directors unless such person owns not less than 1,000shares of the Corporation’s common stock, and has resided, for not less thansix months prior to his or her election, in a county where the Corporationmaintains a banking office.

 

A.            Election of Directors.  The directors of the Corporation shall be divided into threeclasses, Class I, Class II and Class III, as nearly equal innumber as the then total number of directors constituting the entire board ofdirectors permits with the term of office of one class expiring each year.  Directors of Class I shall hold officefor an initial term expiring at the 2003 annual meeting, directors ofClass II shall hold office for an initial term expiring at the 2004 annualmeeting and directors of Class III shall hold office for an initial termexpiring at the 2005 annual meeting.

 

At each annual meeting ofstockholders, the successors to the class of directors whose term shall thenexpire shall be elected to hold office for a term expiring at the thirdsucceeding annual meeting.  In the eventof any change in the authorized number of directors, each director thencontinuing to serve as such shall continue as a director of the class of whichhe or she is a member until the expiration of his or her current term, or hisor her prior resignation, disqualification, disability or removal.  There shall be no cumulative voting in theelection of directors.  Election ofdirectors need not be by written ballot unless the bylaws of the Corporation soprovide.

 

B.            New Directorships; Vacancies.  Any vacancies on the board of directors forany reason, and any directorships resulting from any increase in the number ofdirectors, may be filled only by the affirmative vote of a majority ofdirectors then in office, although less than a quorum, or by the sole remainingdirector.  Any directors so chosen shallhold office until the

 

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next election of the class for which such directors shall have beenchosen and until their successors shall be elected and qualified.  If the number of directors is changed, anyincrease or decrease in the number of directors may be allocated to any suchclass the board of directors selects in its discretion.

 

C.            Removal.  Adirector may be removed only for cause as determined by the affirmative vote ofthe holders of at least a majority of the shares then entitled to votegenerally in the election of directors (considered for this purpose as oneclass) cast at an annual meeting of stockholders or at a special meeting of thestockholders called expressly for that purpose.  Cause for removal shall include, but not be limited to, the situationwhere a director whose removal is proposed has been convicted of a felony by acourt of competent jurisdiction or has been adjudged by a court of competentjurisdiction to be liable for gross negligence or willful misconduct in theperformance of such director’s duty to the Corporation and such adjudication isno longer subject to direct appeal.

 

**Article 6**

 

**Bylaws**

 

The bylaws of theCorporation may be amended, altered or repealed by the stockholders of theCorporation, *provided, however*, that such amendment, alteration or repealis approved by the affirmative vote of the holders of not less than 75% of theoutstanding shares of stock of the Corporation then entitled to vote generallyin the election of directors.  Thebylaws may also be amended, altered or repealed by a majority of the directorsthen in office.

 

**Article 7**

 

**Amendments**

 

Subject to the provisionsof this certificate of incorporation, the corporation reserves the right toamend, alter, change or repeal any provision contained in this certificate ofincorporation, in the manner now or hereafter prescribed by statute, and allrights conferred upon stockholders herein are granted subject to thisreservation.

 

**Article 8**

 

**Stockholders’Action**

 

Subject to the rights ofholders of any class or series of preferred stock, any action required orpermitted to be taken by the holders of capital stock of the Corporation mustbe effected at a duly called annual or special meeting of the holders ofcapital stock of the Corporation and may not be effected by any consent inwriting by such holders.

 

**Article 9**

 

**SpecialMeetings of Stockholders**

 

Special meetings of thestockholders may only be called by a majority of the directors then in office.

 

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**Article 10**

 

**AdditionalVoting Requirements**

 

A.            Actions Subject to Requirements.  Except as otherwise expressly provided inparagraph C of this Article and notwithstanding any other provision of thiscertificate of incorporation:

 

(i)            any merger or consolidation of theCorporation or of any Subsidiary with or into any other corporation;

 

(ii)           any sale, lease, exchange or otherdisposition by the Corporation or any Subsidiary of assets constituting all orsubstantially all of the assets of the Corporation and its Subsidiaries takenas a whole to or with any other corporation, person or other entity in a singletransaction or a series of related transactions;

 

(iii)          any issuance or transfer by theCorporation or any Subsidiary, of any voting securities of the Corporation (exceptfor voting securities issued pursuant to a stock option, purchase, bonus orother plan for natural persons who are directors, employees, consultants and/oragents of the Corporation or any Subsidiary) to any other corporation, personor other entity in exchange for cash, assets or securities or a combinationthereof;

 

(iv)          the voluntary dissolution of theCorporation; and

 

(v)           the amendment, alteration, change orrepeal of this Certificate of Incorporation;

 

shall require theaffirmative vote of the holders of shares having at least 75% of the votingpower of all outstanding stock of the Corporation entitled to votethereon.  Such affirmative vote shall berequired notwithstanding the fact that no vote or a lesser vote may berequired, or that some lesser percentage may be specified by law or otherwisein this certificate of incorporation or by the bylaws of the Corporation.

 

B.            Definitions. For purposes of this Article, the term “Subsidiary” means any entity inwhich the Corporation beneficially owns, directly or indirectly, more than 80%of the outstanding voting stock.  Thephrase “voting security” as used in paragraph A of this Article shall mean anysecurity which is (or upon the happening of any event, would be) entitled tovote for the election of directors, and any security convertible, with orwithout consideration into such security or carrying any warrant or right tosubscribe to or purchase such a security.

 

C.            Exceptions. The provisions of this Article shall not apply to any transaction describedin clauses (i), (ii), (iii), (iv) or (v) of paragraph A of this Article:  (i) approved at any time prior to itsconsummation by resolution adopted by not less than two-thirds (2/3) of thenumber of directors as may be fixed from time to time, in the manner prescribedherein, by the board of directors of the Corporation; or (ii) if anytransaction described in such paragraph A is

 

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with any corporation of which a majority of the outstanding shares ofall classes of stock is owned of record or beneficially by the Corporation; or(iii) which is a merger with another corporation without action by thestockholders of the Corporation to the extent and in the manner permitted fromtime to time by the law of the State of Delaware.

 

D.            Construction. The interpretation, construction and application of any provision orprovisions of this Article and the determination of any facts in connectionwith the application of this Article, shall be made by the affirmative vote ofnot less than two-thirds (2/3) of the number of directors as may be fixed fromtime to time, in the manner prescribed herein, by the board of directors of theCorporation.  Any such interpretation,construction, application or determination, when made in good faith, shall beconclusive and binding for all purposes of this Article.

 

**Article 11**

 

**BusinessCombinations with Interested Stockholders**

 

The provisions of Section203 of the General Corporation Law of the State of Delaware, as the same nowexists or may hereafter be amended or as such Section 203 may hereafter berenumbered or recodified (“Section 203”), will be deemed to apply to theCorporation, and the Corporation shall be subject to all of the restrictionsset forth in such Section 203.

 

**Article 12**

 

**Indemnification**

 

Each person who is or wasa director or officer of the Corporation and each person who serves or servedat the request of the Corporation as a director, officer or partner of anotherenterprise shall be indemnified by the Corporation in accordance with, and tothe fullest extent authorized by, the General Corporation Law of the State ofDelaware, as the same now exists or may be hereafter amended.  No amendment to or repeal of this Articleshall apply to or have any effect on the rights of any individual referred toin this Article for or with respect to acts or omissions of such individualoccurring prior to such amendment or repeal.

 

**Article 13**

 

**PERSONALLIABILITY OF DIRECTORS**

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## No director of the Corporation shall be personallyliable to the Corporation or its stockholders for monetary damages for breachof fiduciary duty by such director as a director; provided, however, that thisArticle shall not eliminate or limit the liability of a director (i) for anybreach of the director’s duty of loyalty to the Corporation or itsstockholders, (ii) for acts or omissions not in good faith or which involveintentional misconduct or a knowing violation of law, (iii) under Section 174of the General Corporation Law of the State of Delaware, or (iv) for anytransaction from which the director derives an improper personal benefit.  If the General Corporation Law of the Stateof Delaware is amended to further eliminate or limit the personal liability ofdirectors, then the liability of a director of the Corporation shall beeliminated or limited to the fullest extent permitted by the GeneralCorporation Law of the State of Delaware, as so amended.  No amendment to or repeal of this Articleshall apply to or have any effect on

 

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## the liability or alleged liability of any director ofthe Corporation for or with respect to any actions or omissions of suchdirector occurring prior to such amendment or repeal.

 

**Article 14**

 

**Non-StockholderInterests**

 

In connection with theexercise of its judgment in determining what is in the best interests of theCorporation and its stockholders when evaluating a proposal by another personor persons to make a tender or exchange offer for any equity security of the Corporationor any subsidiary, to merge or consolidate with the Corporation or anysubsidiary or to purchase or otherwise acquire all or substantially all of theassets of the Corporation or any subsidiary, the board of directors of theCorporation may consider all of the following factors and any other factorswhich it deems relevant:  (A) theadequacy of the amount to be paid in connection with any such transaction;(B) the social and economic effects of the transaction on the Corporationand its subsidiaries and the other elements of the communities in which theCorporation or its subsidiaries operate or are located; (C) the businessand financial condition and earnings prospects of the acquiring person orpersons, including, but not limited to, debt service and other existing orlikely financial obligations of the acquiring person or persons, and thepossible effect of such conditions upon the Corporation and its subsidiariesand the other elements of the communities in which the Corporation and its subsidiariesoperate or are located; (D) the competence, experience, and integrity ofthe acquiring person or persons and its or their management; and (E) anyantitrust or other legal or regulatory issues which may be raised by any suchtransaction.

 

**Article 15**

 

**Arrangementswith Creditors or Stockholders**

 

Whenever a compromise orarrangement is proposed between the Corporation and its creditors or any classof them and/or between the Corporation and its stockholders or any class ofthem, any court of equitable jurisdiction within the State of Delaware may, onthe application in a summary way of the Corporation or of any creditor orstockholder thereof or on the application of any receiver or receiversappointed for the Corporation under the provisions of Section 291 of Title 8 ofthe Delaware Code or on the application of trustees in dissolution or of anyreceiver or receivers appointed for the Corporation under the provisions ofSection 279 of Title 8 of the Delaware Code, order a meeting of the creditorsor class of creditors, and/or the stockholders or class of stockholders, of theCorporation, as the case may be, to be summoned in such manner as the saidcourt directs.  If a majority in numberrepresenting three-fourths in value of the creditors or class of creditors,and/or of the stockholders or class of stockholders, of the Corporation, as thecase may be, agree to any compromise or arrangement and to any reorganizationof the Corporation as consequence of such compromise or arrangement, the saidcompromise or arrangement and the said reorganization shall, if sanctioned bythe court to which the said application has been made, be binding on all thecreditors or class of creditors, and/or on all the stockholders or class ofstockholders, of the Corporation, as the case may be, and also on theCorporation.

 

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