FIRST MID BANCSHARES, INC. (Form: 8-K, Received: 04/26/2019 06:08:12)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
April 24, 2019

FIRST MID-ILLINOIS BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware	0-13368		37-1103704
(State of Other Jurisdiction	(Commission File Number)		(IRS Employer
of Incorporation)			Identification No.)
1421 CHARLESTON AVENUE
MATTOON, IL		61938
(Address of Principal Executive Offices)		(Zip Code)

(217) 234-7454
(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



[ ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

First Mid Bancshares, Inc. (the “Company”) held its annual meeting of stockholders on April 24, 2019 (the “Annual Meeting”). For more information on the proposals presented at the meeting, see the proxy statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on March 15, 2019 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. At the Annual Meeting, the stockholders approved an amendment to the Company’s certificate of incorporation (the “Amendment”) to change the Company’s name from First Mid-Illinois Bancshares, Inc. to First Mid Bancshares, Inc. The Amendment was filed with the Secretary of State of the State of Delaware on April 25, 2019 and became effective immediately upon filing. The Company subsequently filed a restatement of its certificate of incorporation (the “Restated Certificate of Incorporation”) consolidating all prior amendments, including the name change amendment, which became effective immediately upon filing. Complete copies of the Amendment and the Restated Certificate of Incorporation are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K.

On April 24, 2019, the Board of Directors of the Company approved an amendment to the Company’s Amended and Restated By-laws, as amended (the “By-laws”), to reflect the change of the name from First Mid-Illinois Bancshares, Inc. to First Mid Bancshares Inc. so that on the first page of the By-laws the reference to “First Mid-Illinois Bancshares, Inc.” would be amended to read “First Mid Bancshares, Inc.” The amendment took effect upon the filing of the Amendment with the Secretary of State of the State of Delaware on April 25, 2019. A complete copy of the By-laws, as amended, is attached hereto as Exhibit 3.3 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, there were present in person and by proxy holders of 14,655,824 shares of the Company's common stock, par value $4.00 (the "Common Stock"), representing approximately 88% of the total votes eligible to be cast, constituting a majority and more than a quorum of the outstanding shares entitled to vote.

The matters considered and voted on by the Company’s stockholders at the Annual Meeting and the vote of the stockholders was as follows:

Proposal 1: Election of Directors. Three directors were elected as Class II directors at the Annual Meeting, each for a three year term. The number of votes cast for each of the three directors, as well as the number of votes withheld and broker non-votes, were as follows:



	Votes For	Votes Withheld	Broker Non-Votes

Robert S. Cook	11,142,593	879,655	2,633,577
Ray Anthony Sparks	10,941,853	1,080,395	2,633,577
James E. Zimmer	11,163,225	859,023	2,633,577

Proposal 2: Approval of an amendment to the Company’s Certificate of Incorporation to change the name of the Company to First Mid Bancshares, Inc. With respect to the approval of an amendment to the Company’s Certificate of Incorporation to change the name of the Company to First Mid Bancshares, Inc., the number of votes cast for and against, as well as the number of abstentions and broker non-votes, were as follows:



Votes For	Votes Against	Broker Non-Votes	Abstentions

14,570,650	43,563	—	41,611

Proposal 3: Approval of First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan. With respect to the approval of the First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, were as follows:



Votes For	Votes Against	Broker Non-Votes	Abstentions

9,152,285	239,794	1,683,846	90,308

Item 8.01. Other Events.

Also at the Annual Meeting held on April 24, 2019, the Board of Directors declared the Company's next semi-annual dividend of $0.36 for shareholders of record on June 3, 2019 and payable on June 10, 2019. The dividend represents an increase of 5.6% over the dividend paid in the first half of 2018.

Forward Looking Statements

This document may contain certain forward-looking statements about the Company. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1955. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including additional factors and risks that could materially affect the Company’s financial results, are included in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Reports on Form 10-K. Forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits



Exhibit No.		Description
3.1		Amendment to Restated Certificate of Incorporation, dated April 25,2019
3.2		Restated Certificate of Incorporation, dated April 25,2019
3.3		Amended and Restated By-Laws of First Mid Bancshares, Inc., as amended as of April 25, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST MID-ILLINOIS BANCSHARES, INC.

Dated: April 25, 2019

By:

Joseph R. Dively

Chairman, President and Chief Executive Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT

RESTATED CERTIFICATE OF INCORPORATION

FIRST MID-ILLINOIS BANCSHARES, INC.

The corporation organized and existing under and by virtue of the Delaware General Corporation Law does hereby certify:


1.	The name of the corporation (the “ Corporation ”) is First Mid-Illinois Bancshares, Inc.


2.	The Restated Certificate of Incorporation of the Corporation shall be amended by striking the text of Article I and substituting in lieu thereof the following:

“The name of the Corporation is

FIRST MID BANCSHARES, INC.”


3.	The amendment of the Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Sections 141 and 242 of the Delaware General Corporation Law.

In Witness Whereof , the undersigned has executed this Certificate of Amendment on this 25th day of April, 2019.

By: /s/ Joseph R. Dively

Name: Joseph R. Dively

Title: CEO & President

Exhibit 3.2

RESTATED CERTIFICATE OF INCORPORATION

FIRST MID BANCSHARES, INC.

First Mid Bancshares, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify that:

1. The Corporation was formed as a Delaware corporation named First Mid-Illinois Bancshares, Inc. pursuant to the Certificate of Incorporation filed in the office of the Secretary of State of the State of Delaware on September 8, 1981 and restated on November 8, 1984, May 21, 1986, and April 26, 2018.

2. A Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on April 26, 2018 and amended on April 25, 2019 (as amended, the “Restated Certificate of Incorporation”).

3. Pursuant to Section 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation has been duly adopted in accordance therewith, and only restates and integrates and does not further amend the provisions of the Restated Certificate of Incorporation, as heretofore amended or supplemented, and there is no discrepancy between the provisions of the Restated Certificate of Incorporation as heretofore amended and the provisions of this Restated Certificate of Incorporation.

4. The text of the Restated Certificate of Incorporation, as heretofore amended or supplemented is restated to read in its entirety as follows:

ARTICLE I

NAME

The name of the Corporation is

FIRST MID BANCSHARES, INC.

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of its registered office in the State of Delaware is 229 South State Street, in the City of Dover, County of Kent. The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.

ARTICLE III

PURPOSE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of Delaware.

ARTICLE IV

AUTHORIZED STOCK

A. The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 30,000,000 shares of Common Stock, par value $4.00 per share, and 1,000,000 shares of Preferred Stock, no par value per share.

B. The Board of Directors is expressly authorized to adopt, from time to time, a resolution or resolutions providing for the issue of one or more series of Preferred Stock, with such voting powers, full or limited, or no voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors.

ARTICLE V

UNCLAIMED DIVIDENDS

Any and all right, title, interest and claim in or to any dividends declared by the Corporation, whether in cash, stock, or otherwise, which are unclaimed by the stockholder entitled thereto for a period of six years after the close of business on the payment date, shall be and be deemed to be extinguished and abandoned; and such unclaimed dividends in the possession of the Corporation, its transfer agents or other agents or depositaries shall at such time become the absolute property of the Corporation, free and clear of any and all claims of any persons whatsoever.

ARTICLE VI

BY-LAWS

In furtherance of and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the By-Laws of the Corporation.

ARTICLE VII

INTEREST OF DIRECTORS OR OFFICERS IN CONTRACTS

A director of the Corporation shall not in the absence of fraud be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser or otherwise, nor in the absence of fraud shall a director of the Corporation be liable to account to the Corporation for any profit realized by him from or through any transaction or contract of the Corporation by reason of the fact that he, or any firm of which he is a member, or any corporation of which he is an officer, director of stockholder, was interested in such transaction or contract if such transaction or contract has been authorized, approved or ratified in the manner provided in the General Corporation Law of Delaware for authorization, approval or ratification of transactions or contracts between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest.

ARTICLE VIII

INDEMNIFICATION

The Corporation shall, to the full extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

ARTICLE IX

CERTAIN ARRANGEMENTS BETWEEN THE

CORPORATION AND ITS CREDITORS

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor of stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provision of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

ARTICLE X

DIRECTORS

A. The number of directors which shall constitute the whole board shall be not less than one nor more than twenty-one. The first board elected after the adoption of this Restated Certificate of Incorporation by the stockholders shall consist of eight directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, as provided in paragraph B of this Article X, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

B. The directors shall be divided into three classes: Class I, Class II and Class III. Such classes shall be as nearly equal in number as possible. The term of office of the initial Class I directors shall expire at the annual meeting of stockholders in 1987; the term of office of the initial Class II directors shall expire at the annual meeting of stockholders in 1988; and the term of office of the initial Class III directors shall expire at the annual meeting of stockholders in 1989, or thereafter when their respective successors in each case are elected and qualified. At each annual election held after 1986, the directors chosen to succeed those whose terms then expire shall be identified as being of the same class as the directors they succeed and shall be elected for a term expiring at the third succeeding annual meeting or thereafter when their respective

successors in each case are elected and qualified. Any director elected to a particular class by the stockholders or directors shall be eligible, upon resignation, to be elected to a different class.

C. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be elected and qualified. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

D. Whenever the holders of any series of Preferred Stock are entitled to elect one or more directors by the resolution or resolutions adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of paragraph B of Article IV of this Restated Certification of Incorporation, vacancies and newly created directorships of such series may be filled by a majority of the directors elected by such series then in office, or by a sole remaining director so elected.

E. Election of directors need not be by written ballot unless the By-laws of the Corporation so provide.

F. The Board of Directors or any stockholder entitled to vote in the election of directors may make nominations for the election of directors. Such nominations, other than those made by or on behalf of the existing Board of Directors of the Corporation, shall be made in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not fewer than 14 days nor more than 60 days prior to any meeting of the stockholders called for the election of directors; provided, however, that, if notice of the meeting is given to stockholders less than 21 days prior to the date of the meeting, such written nomination shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of business on the seventh day following the day on which notice of the meeting was mailed to stockholders. Each written nomination shall set forth (1) the name, age, business address and, if known, residence address of each nominee proposed in such written nomination (2) the principal occupation or employment of each such nominee for the past five years and (3) the number of shares of stock of the Corporation beneficially owned by each such nominee and by the nominating stockholder. The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

G. A director, whether elected by the stockholders or appointed by the directors, may be removed from office only for cause and by the affirmative vote or written consent of the holders of shares having at least 66-2/3% of the voting power of all outstanding capital stock of the Corporation entitled to vote thereon.

H. The business of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by this Restated Certificate of Incorporation or by the By-laws directed or required to be exercised or done by the stockholders.

ARTICLE XI

AMENDMENT OF THE CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. In addition to any other requirements for amendments to this Restated Certificate of Incorporation, no amendment to this Restated Certificate of Incorporation shall amend, alter, change or repeal any of the provisions of Article X, Article XII, or this sentence of this Article XI, unless the amendment effecting such amendment, alteration, change or repeal shall have received the affirmative vote or written consent of the holders of shares having at least 75% of the voting power of all outstanding capital stock of the Corporation entitled to vote thereon.

ARTICLE XII

VOTING REGARDING CERTAIN BUSINESS COMBINATIONS

A. In addition to the requirements of any applicable statute, and except as otherwise expressly provided in paragraph B of this Article XII and notwithstanding any other provision of this Restated Certificate of Incorporation, any Business Combination shall require the affirmative vote of the holders of shares having at least 75% of the voting power of all outstanding capital stock of the Corporation entitled to vote thereon. Such affirmative vote shall be required notwithstanding the fact that no vote or a lesser vote may be required, or that some lesser percentage may be specified by law or otherwise in this Restated Certificate of Incorporation or by the By-laws of the Corporation.

B. The provisions of this Article XII relating to the required vote of the stockholders shall not be applicable to any particular Business Combination if all of the conditions specified in either subparagraph 1 or 2 below are met:

1. Such Business Combination shall have been approved at any time prior to its consummation by resolution adopted by a majority of the Continuing Directors of the Corporation.

2. All of the foregoing conditions shall have been met:


(a)	The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of such Business Combination of consideration other than cash to be received by holders of the Common Stock of the Corporation in such Business Combination, computed on a per share basis, shall be at least equal to the highest of the following:

(1)

the highest price per share (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Related Person for any shares of Common Stock of the Corporation acquired by the Related Person (i) within the two-year period immediately prior to the date of the first public announcement of the Business Combination or (ii) in the transaction or transactions by which the Related Person became a Related Person, whichever is higher;


(2)	the Fair Market Value per share of the Common Stock of the Corporation on the date of the first public announcement of the Business Combination or the date on which the Related Person first became a Related Person, whichever is higher; or

(3)

an amount which bears the same percentage relationship to the amount determined under clause (2) of this condition (a), as the highest price per share (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) that such Related Person has previously paid for any share of the Corporation’s Common Stock bears to the Fair Market Value of the Common Stock of the Corporation on the date of the first public announcement of the Business Combination or the date of the first acquisition of any Voting Stock of the Corporation by such Related Person, whichever occurs first.

(b)

The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of such Business Combination of consideration other than cash to be received by holders of shares of any class or series of Voting Stock of the Corporation other than Common Stock in such Business Combination, computed on a per share basis, regardless of whether the Related Person has previously acquired any shares of any class or series of Voting Stock of the Corporation other than Common Stock, shall be at least equal to the highest of the following:

(1)

the highest price per share (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Related Person for any shares of such class or series of Voting Stock acquired by the Related Person (i) within the two-year period immediately prior to the date of the first public announcement of the Business Combination or (ii) in the transaction or transactions by which the Related Person became a Related Person, whichever is higher;


(2)	the Fair Market Value per share of such class or series of Voting Stock on the date of the first public announcement of the Business Combination or the date on which the Related Person first became a Related Person, whichever is higher;

(3)

an amount which bears the same percentage relationship to the amount determined under clause (2) of this condition (b), as the highest price per share (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) that such Related Person has previously paid for any share of the Corporation’s Common Stock bears to the Fair Market Value of such class or series of Voting Stock of the Corporation on the date of the first public announcement of the Business Combination or the date of the first acquisition of any Voting Stock of the Corporation by such Related Person, whichever occurs first; or


(4)	the highest preferential amount per share to which the holders of shares of such class or series of Voting Stock are entitled in the event of any voluntary or involuntary dissolution, liquidation or winding up of the Corporation.

(c)

The consideration to be received by holders of a particular class or series of Voting Stock (including Common Stock) shall be cash or the same consideration, if any, as the Related Person has previously paid for shares of such class or series of Voting Stock. If the Related Person has paid for shares of any class or series of Voting Stock with varying forms of consideration, the form of consideration for such class or series of Voting Stock shall be either cash or the consideration used to acquire the largest number of shares of such class or series of Voting Stock previously acquired by it.


(d)	After such Related Person has become a Related Person and prior to the consummation of such Business Combination, such Related Person shall not have become the beneficial owner of any additional shares of Voting Stock of the Corporation except as part of the transaction which results in such Related Person becoming a Related Person.

(e)

After such Related Person has become a Related Person and prior to the consummation of such Business Combination, (1) except as approved by a majority of the Continuing Directors, there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on any outstanding Preferred Stock of the Corporation; and (2) there shall have been (i) no reduction in the annual rate of dividends paid on the Common Stock of the Corporation except as necessary to reflect any subdivision of the Common Stock, except as approved by a majority of the Continuing Directors, and (ii) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock of the Corporation unless the failure to increase such annual rate is approved by a majority of the Continuing Directors.

(f)

After such Related Person has become a Related Person, such Related Person shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.


(g)	For the purpose of soliciting stockholder approval of such Business Combination, a proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall

be mailed to all stockholders of this Corporation at least 30 days prior to the date of the meeting at which such Business Combination will be voted on by the stockholders of the Corporation, whether or not such proxy or information statement is required to be mailed pursuant to such Act or any such subsequent provisions.

(h)

The Board of Directors has received an opinion of a nationally or regionally known investment banking firm selected by a majority of the Continuing Directors to the effect that the consideration to be received per share by holders of the Voting Stock of the Corporation in the Business Combination is fair from the financial point of view of the stockholders of the Corporation other than the Related Person.

C. All prices determined in accordance with paragraph B of this Article XII shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event.

D. The terms listed below shall have the following definitions for the purposes of this Restated Certificate of Incorporation:

1. The terms “Affiliate” and “Associate” shall have the respective meanings as defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on May 21, 1986.

2. The term “beneficially owns” shall have the meaning as defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on May 21, 1986. Without limiting the foregoing, any shares of Voting Stock of the Corporation that any Related Person (a) has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, or (b) receives benefits substantially equivalent to ownership from, shall be deemed beneficially owned by the Related Person.

3. The term “Business Combination” shall mean any one or more of the following:


(a)	any merger or consolidation of the Corporation or of any Subsidiary with or into any Related Person;

(b)

any sale, lease, exchange, transfer or other disposition, including without limitation a mortgage or any other security device, by the Corporation or any Subsidiary of assets constituting all or any Substantial Part of all of the assets of the Corporation and its Subsidiaries taken as a whole to or with any Related Person in a single transaction or a series of related transactions, including without limitation a transfer of assets in connection with or as part of the plan for the liquidation or dissolution of the Corporation;


(c)	any issuance or transfer by the Corporation or any Subsidiary of any Voting Stock of the Corporation (except for Voting Stock issued pursuant to a stock option, purchase, bonus or other plan for natural persons who are directors, employees, consultants and/or agents of the Corporation or any Subsidiary) to any Related Person in exchange for cash, assets or securities or a combination thereof; and


(d)	any reclassification of securities (including any reverse stock split), or recapitalization, reorganization or other transaction involving the Corporation that would have the effect, directly or indirectly, of increasing the proportionate voting power or control of a Related Person with respect to the affairs of the Corporation.

4. The term “Continuing Director” shall mean any member of the Board who is unaffiliated with, and not a nominee of, the Related Person and either was a member of the Board prior to the time that the Related Person became a Related Person or was recommended to succeed a Continuing Director by a majority of Continuing Directors on the Board at the time of such recommendation.

5. The term “Fair Market Value” shall mean (a) in the case of an item that is traded and regularly quoted in an established market, the highest closing sale price or the highest closing bid quotation during the twenty trading days immediately preceding the date as of which Fair Market Value is being determined, and (b) in the case of an item that is not so traded and quoted, the fair market value of such property on the date in question as determined by a majority of the Continuing Directors in good faith.

6. The term “person” shall mean any individual, firm, corporation, partnership or other entity.

7. The term “Related Person” shall mean and include (a) any person which, together with its Affiliates and Associates beneficially owns in the aggregate more than 5% of the outstanding Voting Stock of the Corporation, (b) any Affiliate or Associate of any such person, and (c) any person, with reference to a particular Business Combination, who would become a Related Person upon its consummation.

8. The term “Subsidiary” shall mean any entity in which the Corporation beneficially owns, directly or indirectly, more than 50% of the Voting Stock.

9. The term “Substantial Part” shall mean more than 30% of the fair market value of the total assets of the corporation in question, as of the end of its most recent fiscal year ending prior to the time that the determination is being made.

10. The term “Voting Stock” shall mean all outstanding shares of capital stock of a corporation entitled to vote generally in the election of directors of such corporation and each reference to a proportion of shares of Voting Stock shall refer to such proportion of the votes entitled to be cast by these shares.

E. Nothing contained in this Article XII shall be construed to relieve any Related Party from any fiduciary obligation imposed by law.

F. The interpretation, construction and application of any provision or provisions of this Article XII and the determination of any facts in connection with the application of this Article XII, shall be made by a majority of the Continuing Directors of the Corporation. Any such interpretation, construction, application or determination, when made in good faith, shall be conclusive and binding for all purposes of this Article XII.

ARTICLE XIII

CONSIDERATION IN EVAULATING ACQUISITION PROPOSALS

In connection with the exercise of its judgement in determining what is in the best interests of the Corporation and its stockholders when evaluating a proposal by another person or persons to make a tender or exchange offer for any equity security of the Corporation or any Subsidiary, to merge or consolidate with the Corporation or any Subsidiary or to purchase or otherwise acquire all or substantially all of the assets of the Corporation or any Subsidiary, the Board of Directors of the Corporation shall consider all of the following factors and any other factors which it deems relevant: (a) the adequacy of the amount to be paid in connection with any such transaction; (b) the social and economic effects of the transaction on the Corporation and its Subsidiaries, the employees, depositors, loan and other customers and creditors of the Corporation and its Subsidiaries and the other elements of the communities in which the Corporation or its Subsidiaries operate or are located; (c) the business and financial condition and earnings prospects of the acquiring person or persons, including, but not limited to, debt service and other existing or likely financial obligations of the acquiring person or persons, and the possible effect of such conditions upon the Corporation and its Subsidiaries and the other elements of the communities in which the Corporation and its Subsidiaries operate or are located; (d) the competence, experience and integrity of the acquiring person or persons and its or their management; and (e) any antitrust or other legal or regulatory issues which may be raised by any such transaction.

ARTICLE XIV

PARTIAL ELIMINATION OF PERSONAL LIABILITIES OF DIRECTORS

No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such director as a director; provided, however, that this Article XIV shall not eliminate or limit the liability of a director to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article XIV shall apply to have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

IN WITNESS WHEREOF, this Restated Certificate of Incorporation was duly adopted in accordance with the applicable provisions of Section 245 of the General Corporation Law of the State of Delaware, as amended. This Restated Certificate of Incorporation has been signed by the President, and attested by the Secretary, of First Mid Bancshares, Inc. this 25th day of April, 2019.

/s/ Joseph R. Dively

Joseph R. Dively, CEO & President

ATTEST:

/s/ Aaron Holt

Aaron Holt, Secretary

EXHIBIT 3.3

As of April 25, 2019

FIRST MID BANCSHARES, INC.

(the “Corporation”)

AMENDED AND RESTATED

BY-LAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Dover, County of Kent, State of Delaware.

Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 2020, shall be held on the last Wednesday in April, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 4:00 p.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than fifty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such

information is available only to the stockholders of the Corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in an amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than fifty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the

certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, of the certificate of incorporation or of these by-laws, a different vote is required in which case such express provision shall govern and control the decision or such question.

Section 10. Each holder of common stock of the Corporation shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of capital stock having voting power held by such stockholder. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, but no proxy shall be valid after three years from the date of its execution, unless a longer time is expressly provided therein. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy pursuant to the immediately preceding sentence, a stockholder may validly grant such authority (a) by executing a writing authorizing another person or persons to act for such stockholder as proxy or (b) by authorizing another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive the submission, provided that any such telegram, cablegram or other means of electronic transmission must either contain or be accompanied by information from which it can be determined that the telegram, cablegram or other electronic transmission was transmitted by or authorized by the

stockholder, or by any other method allowed under the Delaware General Corporation Law, as amended (the “Delaware Corporation Law”).

Section 11. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. The board of directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 2. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board and in any manner, including by means of conference telephone or similar communications, permitted under the Delaware Corporation Law.

Section 3. Special meetings of the board may be called by the president on two days' notice to each director, either personally or by mail, telegram or electronic transmission; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 4. At all meetings of the board, a majority of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 5. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or electronic transmissions are filed with the minutes of proceedings of the board or committee.

COMMITTEE OF DIRECTORS

Section 6. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously

appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the by-laws of the Corporation; and, unless the resolution so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 7. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 8. The board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors of a stated salary as director. No such payments shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such

director or stockholder, at his or her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, telex, or similar device or, to the extent permissible under Section 232 of the Delaware Corporation Law, other electronic transmission to the number or address specified in the records of the Corporation.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the Corporation shall be chosen by the board of directors and shall be a chairman of the board of directors, a president, a secretary and a treasurer. The board of directors may also choose one or more vice-presidents, and one or more assistant secretaries and assistant

treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a chairman of the board, a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the Corporation shall be fixed by the board of directors.

Section 5. The officers of the Corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the Corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the Corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his or her inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he or she shall be. He or she shall have custody of the corporate seal of the Corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by

the signature of such assistant secretary. The board of directors may give general authority to any officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors.

Section 12. He or she shall disburse the funds of the Corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 13. If required by the board of directors, he or she shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES OF STOCK; UNCERTIFICATED SHARES

Section 1. Some, all or any class or series of shares of the Corporation may be uncertificated shares. Notwithstanding the Corporation’s authority to issue uncertificated shares, every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the Corporation, certifying the number of shares owned by him or her in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of any certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the Delaware Corporation Law, in lieu of the foregoing requirements, there may be set forth in the face or back of any certificate which the Corporation shall issue to represent such class or series of stock, a

statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Where a certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. The board of directors may make such additional rules and regulations concerning the issue, transfer and registration of certificates for shares or uncertificated shares as it may deem necessary but that are not inconsistent with these by-laws.

FIXING RECORD DATE

Section 5. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 6. If no record date is fixed by the board of directors with regard to determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the record date shall be at the close of business on the next day preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If no record date is fixed by the Board of Directors with regard to determining

stockholders entitled to express consent to corporate action without a meeting, when no prior action by the board of directors is required by the certificate of incorporation of the Corporation or by statute, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered in the manner required by law to the Corporation at its registered office in the State of Delaware or at its principal place of business or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the Corporation’s stockholders are recorded; and if no record date has been fixed by the board of directors and prior action by the board of directors is required by the certificate of incorporation or by statute, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. If no record date is fixed by the board of directors with regard to determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the record date shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 7. Only those who shall be stockholders of record on the record date so fixed as aforesaid shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to consent to such corporate action in writing, or to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, as the case may be, notwithstanding the transfer of any stock on the books of the Corporation after the applicable record date.

REGISTERED STOCKHOLDERS

Section 8. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share of shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the Corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the Corporation shall be fixed by resolution of the board of directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ELECTRONIC TRANSMISSIONS

Section 6. For purposes of these by-laws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient, and that may be directly reproduced in paper form by such recipient through an automated process.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors at any regular meeting of the board of directors or of the stockholders or at any special meeting of the board of directors or of the stockholders, if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting of the stockholders.