BANK7 CORP.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The name of the Corporation is “Bank 7 Corp.”
The name of the Corporation under which it was originally incorporated was “Haines Financial Corp.”
The original Certificate of Incorporation of the Corporation was filed with the Oklahoma Secretary of State on February 20, 2004, and amended on February 8, 2008 and June 26, 2018.
This Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 1077 and 1080 of the Oklahoma General Corporation Act.
The Certificate of Incorporation of the Corporation is amended and restated in its entirety as follows:
FIRST. The name of the corporation is: Bank7 Corp.
SECOND. The address, including the street, number, city and county, of the Corporation’s registered office in this state is 1039 NW 63rd Street, Oklahoma City, Oklahoma County, Oklahoma 73116; the name of the Corporation’s registered agent at such address is John T. Phillips.
THIRD. The nature of the business and the purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the OGCA.
FOURTH. The Corporation is authorized to issue 50,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), 20,000,000 shares of non-voting common stock, par value $0.01 per share (the “Non-voting Common Stock”), and 1,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).
The holders of the shares of Common Stock shall be entitled to one vote for each share so held with respect to all matters voted on by the shareholders of the Corporation; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designations relating to any series of Non-voting Common Stock or Preferred Stock) that relates solely to the terms of one or more outstanding series of Non-voting Common Stock or Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designations relating to any series of preferred stock) or pursuant to the OGCA.
The shares of Non-voting Common Stock and the shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation shall have authority to fix by resolution or resolutions the designations and the powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, including, without limitation, the voting rights, the dividend rate, conversion rights, redemption price and liquidation preference, of any series of shares of Non-voting Common Stock or Preferred Stock, as may be permitted by the OGCA, to fix the number of shares constituting any such series and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding). In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution or resolutions originally fixing the number of shares of such series.
Subject to the rights of the holders of any series of Preferred Stock pursuant to the terms of this Certificate of Incorporation or any resolution or resolutions providing for the issuance of such series of stock adopted by the Board of Directors of the Corporation, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock.
FIFTH. The number of directors which shall constitute the entire Board of Directors shall not be less than three (3) nor more than fifteen (15) and shall be such number as shall be from time to time specified by resolution of the Board of Directors; provided, however, no director’s term shall be shortened by reason of a resolution reducing the number of directors. Each director shall serve for a term ending on the next annual meeting of shareholders following the annual meeting of shareholders at which such director was elected until such director’s successors are duly elected and qualified, or until his or her earlier death, resignation or removal.
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, and the director so chosen to fill that vacancy shall complete the term of the director he or she succeeds and shall hold office until such director’s successor shall have been elected and qualified or until such director’s earlier death, resignation or removal. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office. Directors shall continue in office until their respective successors are duly elected and qualified in their stead, or until their earlier death, resignation or removal.
The shareholders may remove one or more directors at a meeting called for that purpose if notice has been given that a purpose of the meeting is such removal. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove such director.
SIXTH. A director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the OGCA as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
SEVENTH. To the fullest extent permitted by law, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director or officer of the Corporation, or while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, liabilities, losses, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.
To the fullest extent permitted by law, the Corporation shall advance expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of such action, suit or proceeding upon the receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to indemnification.
The rights of indemnification and to the advancement of expenses provided herein shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted by contract, this Certificate of Incorporation, the Bylaws of the Corporation, vote of shareholders or directors or otherwise.
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or any employee or agent serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability in the manner and to the extent that it shall indemnify any director or officer under this article. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director, officer, employee or agent of the Corporation under such insurance policy in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
EIGHTH. The shareholders of the Corporation shall not be personally liable for the debts, liabilities or obligations of the Corporation.
NINTH. The Corporation elects not to be subject to Section 1090.3 of the OGCA.
TENTH. The Corporation elects not to be subject to the Oklahoma Control Shares Act as codified at Sections 1145 through 1155 of the OGCA.
Each of the undersigned hereby certify that this Amended and Restated Certificate of Incorporation was duly proposed by the Board of Directors of the Corporation through the adoption of a resolution setting forth this Amended and Restated Certificate of Incorporation, declaring its advisability and recommending that it be adopted by the shareholders of the Corporation, in accordance with the provisions of Sections 1077 and 1080 of the OGCA, and that this Amended and Restated Certificate of Incorporation was subsequently adopted by the shareholders of the Corporation in the manner and by the vote prescribed in Section 1077 of the OGCA.
IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its Senior Vice President and Chief Financial Officer and attested by its Secretary this 20th day of May, 2021.
| | /s/ Kelly Harris |
| | Kelly Harris, Senior VP and Chief Financial Officer |
ATTEST:
| /s/ John T. Phillips | |
| John T. Phillips, Secretary | |
