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Exhibit 3.1

 

**ARTICLES OFAMENDMENT**

**TO THE**

**RESTATED ARTICLESOF INCORPORATION**

**OF**

**FIRST FINANCIALCORPORATION**

 

            FirstFinancial Corporation, a Texas corporation (the “Corporation”), acting throughthe undersigned officer, does hereby certify that:

 

            FIRST: August21, 2008, at the annual meeting of shareholders at which 331,428 of the 402,058shares of common stock, no par value per share, of the Corporation (“CommonStock”), having one vote per share, entitled to vote were present orrepresented at the meeting, the holders of 100% of the voting power of theCorporation present or represented at the meeting, by a vote of 331,428 sharesof Common Stock for, zero shares against and zero shares abstaining, adopted aresolution to amend the Restated Articles of Incorporation of the Corporationas set forth in paragraph SECOND, below.

 

            SECOND:Article Four of the Restated Articles of Incorporation is amended to read inits entirety as follows:

 

            A.        AuthorizedShares. The corporation shall have authority to issue 2,000,000 shares ofcapital stock, all of which shall be Class A common stock, no par value pershare.

 

            B.         Cumulativevoting for Directors. Cumulative voting is expressly prohibited. At eachelection of Directors, every shareholder entitled to vote at such election shallhave the right to vote, in person or by proxy, only the number of shares ownedby him for as many persons as there are Directors to be elected and for whoseelection he has a right to vote. No shareholder shall be entitled to cumulatehis votes by giving one candidate as many votes as shall equal the number ofsuch Directors multiplied by his shares, or by distributing such votes on thesame principle among any number of candidates. 

 

            C.        PreemptiveRights. No shareholder of the corporation, by reason of such stockownership, shall have any preemptive or preferential right to purchase orsubscribe to any shares of any class of stock of the corporation, now orhereafter to be authorized, or any notes, debentures, bonds, or othersecurities convertible into or carrying options or warrants to purchase sharesof any class, now or hereafter to be authorized, whether or not the issue ofany such shares, or such notes, debentures, bonds or other securities wouldadversely affect the dividend or voting rights of such shareholder, other thansuch rights, if any, as the Board of Directors in its discretion from time totime may grant, and at such price as the Board of Directors in its discretionmay fix; and the Board of Directors may issue shares of any class of thecorporation, or any notes, debentures, bonds, or other securities convertibleinto or carrying options or warrants to purchase shares of any class, withoutoffering any such shares of securities, either in whole or in part, to theexisting shareholders of any class.

 

*[Signature pagefollows.]*

 

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Exhibit 3.1

 

 

IN WITNESSWHEREOF, the Corporation has caused this Certificate of Amendment to beexecuted in its corporate name by its duly authorized President and ChiefExecutive Officer as of this   22   day of August, 2008.

 

FIRSTFINANCIAL CORPORATION

 

By:__/s/  David W. Mann________

         DavidW. Mann

         Presidentand Chief Executive Officer

 

 

 

 

 

 

 

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