**Exhibit 3.2**

 

File Number 5417-426-8

 

**STATE OFILLINOIS**

 

Office of the Secretaryof State

 

-Eagle Logo-

 

Whereas,Articles of Amendment to the Articles ofIncorporation of West Suburban Bancorp. Inc. Incorporated under the laws of the State of Illinois have been filed inthe Office of the Secretary of State as provided by the Business CorporationAct of Illinois, in force July 1, A.D. 1984.

 

 

*Now Therefore, I, Jim Edgar,Secretary of State of the State of Illinois, by virtue of the powers vested inme by law, do hereby issue this certificate and attach hereto a copy of theApplication of the aforesaid corporation.*

* *

* *

*InTestimony Whereof, I hereto set my hand and cause to be affixed the Great Sealof the State of Illinois, at the City of Springfield, this 2nd dayof November A.D. 1988 and of the Independence of the United States the Twohundred and 13th.*

 

Seal of the State of Illinois

 

 
|   | /s/ Jim Edgar      |   |
|--------|--------------------|--------|
|   | Secretary of State |

 

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JIM EDGARSecretary of StateState of Illinois

 

ARTICLES OF AMENDMENT

 

Pursuant to the provisions of “The Business Corporation Act of 1983”,the undersigned corporation hereby adopts these Articles of Amendment to itsArticles of Incorporation.

 
| ARTICLE ONE | The name of the corporation is West Suburban  Bancorp, Inc.  (Note 1) |
|-------------|----------------------------------------------------------------------------|

 
| ARTICLE TWO | The following amendments of the Articles of  Incorporation were adopted on October 24, 1988 in the manner indicated below,  (“X” one box only,) |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|

 
| o      | By a majority of the incorporators, provided no  directors were named in the articles of incorporation and no directors have  been elected or by a majority of the board of directors, in accordance with  Section 10.10, the corporation having been issued no shares as of the time of  adoption of this amendment.  (Note 2)                                                                                                                                         |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| o      | By a majority of the board of directors, in  accordance with Section 10.15, shares having been issued but shareholder  action not being required for the adoption of the amendment.  (Note 3)                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| ý | By the shareholders, in accordance with Section  10.20, a resolution of the board of directors having been duly adopted and  submitted to the shareholders.  At a  meeting of shareholders, not less than the minimum number of votes required  by statute and by the articles of incorporation were voted in favor of the  amendment.  (Note 4)                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| o      | By the shareholders, in accordance with Sections  10.20 and 7.10, a resolution of the board of directors having been duly  adopted and submitted to the shareholders.   A consent in writing has been signed by shareholders having not less  than the minimum number of votes required by statute and by the articles of  incorporation.  Shareholders who have  not consented in writing have been given notice in accordance with Section  7.10.  (Note 4) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| o      | By the shareholders in accordance with Sections  10.20 and 7.10, a resolution of the board of directors have been duly adopted  and submitted to the shareholders.  A  consent in writing has been signed by all the shareholders entitled to vote  on this amendment.  (Note 4)                                                                                                                                                                                   |

 

*(INSERTAMENDMENT)*

 

*Any article being amended isrequired to be set forth in its entirety.) (Suggested language for an amendment to change the corporate name is:RESOLVED, that the Articles of Incorporation be amended to read as follows:)*

 

 
|       |
|------------|
| (New Name) |

 

 

All changes other thanname, include on page 2 (over)

 

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Resolutions

 

RESOLVED, that Article Four of the Articles ofIncorporation be amended in its entirety as follows:

 

“Article Four Paragraph 1:     The authorized shares shall be:

 
| **Class**      |   | **Par Value  per share** |   | **Number of  shares authorized** |   |
|----------------|--------|--------------------------|--------|----------------------------------|--------|
|           |   |                     |   |                             |   |
| Class A Common |   | N/A                      |   | 1,000,000                        |   |
|           |   |                     |   |                             |   |
| Class B Common |   | N/A                      |   | 1,000,000                        |   |

 

Paragraph 2:  The preferences, qualifications,limitations, restrictions and the special or relative rights in respect of theshares of each class are:

 

Each holder of Class A Common Stock shall be allowedfive (5) votes per share of Class A Common Stock on all matters acted upon bythe shareholders.

 

Each holder of Class B Common Stock shall be allowedone (1) vote per share of Class B Common Stock on all matter acted upon by theshareholders.

 

In all other respects the Class A and Class B CommonStock shall be identical.

 

RESOLVED, that each share of Common Stock currentlyoutstanding is automatically deemed and is designated as Class A Common Stockhaving all rights as set forth herein.

 

RESOLVED, that the Articles of Incorporation arehereby amended by adding the following Article Eight:

 
| “Article Eight: | Cumulative voting of shares of stock of the  Corporation shall not be allowed under any circumstances.” |
|----------------------|--------------------------------------------------------------------------------------------------------------|

 

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| ARTICLE THREE | The manner in which any exchange, reclassification  or cancellation of issued shares, or a reduction of the number of authorized  shares of any class below the number of issued shares of that class, provided  for or affected by this amendment, is as follows: *(If not applicable, insert “No change”)* |
|---------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

RESOLVED, that each share of common stock currentlyoutstanding is automatically deemed and is designated as Class A Common Stockwith all rights as set forth herein.

 
| ARTICLE FOUR | (a) The manner in which said amendment affects a  change in the amount of paid-in capital* is as follows.  *(If not  applicable, insert “No change”)* |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |                                                                                                                                                                 |
|         | (b) The amount of paid-in capital* as changed by  this amendment is as follows.  *(If not applicable, insert “No change”)*                            |

 
|            |   | **Before  Amendment** |   | **After  Amendment** |   |
|-----------------|--------|-----------------------|--------|----------------------|--------|
|            |   |                  |   |                 |   |
| Paid-in Capital |   | $                     |   |                 | $      |   |   |
|                 |        |                       |        |                      |        |  |  |

 

The undersigned corporation has caused these articlesto be signed by its duly authorized officers, each of whom affirm, underpenalties of perjury, that the facts stated herein are true.

 
| Dated October 24, 1988 | West Suburban Bancorp, Inc. |
|------------------------|-----------------------------|
|                   |
| attested by            | /s/ James Bell              |   | by | /s/ John A. Clark, President |   |
|                   | James Bell, Secretary       |   |   | John A. Clark, President |   |
|                        |                             |  |  |  |  |  |

 

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* “Paid-In Capital” replaces the terms Started Capital and Paid-InSurplus and is equal to the total of these accounts.

 

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NOTES AND INSTRUCTIONS

 
| NOTE 1: | State the true exact corporate name as it appears on  the records of the office of the Secretary of State, BEFORE any amendments  herein reported.                                                                                                                                                                                                            |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                          |
| NOTE 2: | Incorporators are permitted to adopt amendments ONLY  before any shares have been issued and before any directors have been named  or elected.  (§10.10)                                                                                                                                                                                            |
|    |                                                                                                                                                                                                                                                                                                                                                          |   |   |
| NOTE 3: | Directors may adopt amendments without shareholder  approval in only six instances, as follows:                                                                                                                                                                                                                                                               |
|    | (a) to remove the names  and addresses of directors named in the articles of incorporation;                                                                                                                                                                                                                                                                   |
|    | (b) to remove the name  and address of the initial registered agent and registered office, provided a  statement pursuant to §5.10 is also filed;                                                                                                                                                                                                        |
|    | (c) to split the issued  whole shares and unissued authorized shares by multiplying them by a whole  number, so long as no class or series is adversely affected thereby;                                                                                                                                                                                     |
|    | (d) to change the  corporate name by substituting the word “corporation”, “Incorporated”,  “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”  for a similar word or abbreviation in the name, or by adding a geographical  attribution to the name; |
|    | (e) to reduce the  authorized shares of any class pursuant to a cancellation statement filed in  accordance with §9.05,                                                                                                                                                                                                                                  |
|    | (f) to restate  the articles of incorporation as currently amended.  (§10.15)                                                                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                          |   |   |
| NOTE 4: | All amendments not adopted under §10.10 or §10.15  require (1) that the board of directors adopt a resolution setting forth the  proposed amendment and (2) that the shareholders approve the amendment.                                                                                                                                            |
|    |                                                                                                                                                                                                                                                                                                                                                          |   |   |
|    | Shareholder approval may be (1) by vote at a  shareholders’ meeting (either annual or special) or (2) by consent, in  writing, without a meeting.                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                          |   |   |
|    | To be adopted, the amendment must receive the  affirmative vote or consent, of the holders of at lease 2/3 of the  outstanding shares entitled to vote on the amendment (but if class voting  applies, then also at least a 2/3 vote within each class is required).                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                          |   |   |
|    | The articles of incorporation may supercede the 2/3  vote requirement by specifying any smaller or larger vote requirement not  less than a majority of the outstanding shares entitled to vote and not less  than a majority within each class when class voting applies.  (§10.20)                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                          |   |   |
| NOTE 5: | When shareholder approval is by written consent, all  shareholders must be given notice of the proposed amendment at least 5 days  before the consent is signed.  If the  amendment is adopted, shareholders who have not signed the consent must be  promptly notified of the passage of the amendment.  (§§7.10 & 10.20)            |

 

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