Exhibit 3.1
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
NORTHWEST INDIANA BANCORP
The undersigned officer of NorthWest Indiana Bancorp (the “Corporation”), an Indiana corporation existing pursuant to the provisions of the Indiana Business Corporation Law (the “Act”), desiring to give notice of corporate action effectuating the amendment of certain provisions of its Articles of Incorporation (the “Amendment”), hereby certifies the following facts:
Article I
Amendment
Section 1. Name. The name of the Corporation is NorthWest Indiana Bancorp.
Section 2. Date of Incorporation. The date of incorporation of the Corporation is January 31, 1994.
Section 3. Name Following Amendment. The name of the Corporation following this Amendment to the Articles of Incorporation is Finward Bancorp.
Section 4. Amendment. The exact text of Article I of the Articles of Incorporation is now as follows:
“ARTICLE I
Name
The name of the corporation is Finward Bancorp (the “Corporation”).”
Article II
Date of Each Amendment’s Adoption
Section 1. Date of Adoption. The date of the Amendment’s adoption is March 3, 2021.
Section 2. Effective Date. The effective date of this Amendment shall be May 24, 2021.
Article III
Registered Agent Information
The Corporation’s non-commercial registered agent and registered office address is Leane E. Cerven, 9204 Columbia Avenue, Munster, Indiana 46321. The email address at which the registered agent will accept electronic service of process is lcerven@ibankpeoples.com. The undersigned represents that the registered agent named above has consented to such appointment.
Articles of Amendment of the Articles of Incorporation
Article IV
Manner and Adoption of Vote
Section 1. Vote of Directors. This Amendment was adopted and approved by the affirmative vote of the Board of Directors of the Corporation at a meeting thereof duly called and held on December 18, 2020.
Section 2. Vote of Shareholders. Upon approval by the Board of Directors of the Corporation, the Amendment was submitted to the shareholders for approval at a Special Meeting of Shareholders duly called for such purpose and held on March 3, 2021, at which a quorum was present throughout.
The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the Amendment, the number of votes of each voting group represented at the meeting of shareholders, and the number of shares voted in favor or against or having abstained as to the Amendment are set forth below:
Designation of Each Voting Group |
Common Stock, without par value |
Number of Outstanding Shares |
3,462,510 |
Shares Entitled to Vote |
3,462,510 |
Number of Shares Represented at the Meeting |
2,515,506 |
Shares Voted in Favor |
2,262,021 |
Shares Voted Against |
237,258 |
Shares Abstained |
16,227 |
Article V
Compliance With Legal Requirements
The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.
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Articles of Amendment of the Articles of Incorporation
IN WITNESS WHEREOF, the undersigned, being the President and Chief Executive Officer of the Corporation, executes these Articles of Amendment and verifies, subject to penalties of perjury, that the statements contained herein are true, as of this 13th day of May, 2021.
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NorthWest Indiana Bancorp |
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By: |
/s/ Benjamin J. Bochnowski |
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Name: Benjamin J. Bochnowski |
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Title: President and Chief Executive Officer |
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Articles of Amendment of the Articles of Incorporation