Any Director

Were they thinking ahead when this section was put in place?                   
             EXHIBIT 3.1 
AMENDED AND RESTATED  
CERTIFICATE OF INCORPORATION 
OF 
PRINCETON NATIONAL BANCORP, INC. 

Section  5

C.   REMOVAL.  Any director or the entire Board of Directors may be removed from office at any time, but only for cause and by the affirmative vote of the holders of at least a majority of the outstanding common stock.

8 comments on “Any Director

  1. “Any director. . .maybe removed from office. . .but only for cause. . ..”

    Does the document list what “causes” justify removal of a director from office?

  2. Wasn’t James B. Miller removed in 2005/2004 by the board for sexual harassment? He kept his senior management position but was removed as a director although I thought he was reinstated to the board several years after the incident. There may not be a specific list but the board may interpret cause. If it is for subjective reasons the board themselves may not find cause amongst themselves. They should remove Wesner. He has been on the board as top leadership through all of CFNB’s woes….

  3. “…we are the ‘they’. . .who should remove anybody.”
    You are absolutely right. It has been puzzling and very disturbing to me for the past 5 years, at least, how shareholders have mindlessly voted along with the board on every issue. The shareholders voted for the big salaries, the directors’ positions on the board, the policies the directors wanted, etc.

    Are so many people that clueless? There were plenty of “red flags.”

    • I’m not sure about clueless, but it usually has to get bad enough to take notice. It’s bad enough, isn’t it? It also takes some forethought and a little planning ahead to take an action with a corporation of this size. Thanks for the input.

    • Lots of votes for directors were withheld in past years. I also didn’t see any alternatives to vote for in the past. I didn’t see anyone putting any issue on the block or nominating anyone. Mindless? No. Apathetic? Yes.But not any more. We have something else to vote for.

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