Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The board of directors of Princeton National Bancorp, Inc. (the “Company”) amended Article VI
of the Company’s Bylaws (the “Bylaws”), effective as of October 22, 2007, to allow for the issuance
of uncertificated shares. By being able to issue uncertificated shares, the Company may now
participate in the Direct Registration System, which is currently administered by The Depository
Trust Company. The Direct Registration System allows investors to have securities registered in
their names without the issuance of physical certificates and allows investors to electronically
transfer securities to broker-dealers in order to effect transactions without the risks and delays
associated with transferring physical certificates. The amendment to the Bylaws also provides that
each registered stockholder shall be entitled to a stock certificate upon written request to the
secretary of the Company.
The full text of Article VI, as amended, is as follows:
ARTICLE VI:
Capital Stock
Section 1:
Shares of stock of the Corporation may be certificated or uncertificated, as provided
under the General Corporation Law of the State of Delaware. Notwithstanding the foregoing, every
holder of stock in the Corporation upon written request to the secretary of the Corporation, shall
be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of
the Board of Directors or by 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 them in the Corporation. 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 of 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 they were
such officer, transfer agent or registrar at the date of issue.
Section 2:
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 preference and/or rights shall be as determined by the Board
of Directors in accordance with then applicable provisions of the General Corporation Law of the
State of Delaware.
Section 3:
A new certificate of stock or substitute stock in uncertificated form may be issued in
the place of any certificate theretofore issued by the Corporation, alleged to have been lost or
destroyed, and the Directors may in their discretion, require the owner of the lost or destroyed
certificate, or their legal representative, to give the Corporation a bond, in such sum as they may
direct, not exceeding double the value of the stock to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss of any such certificate, the issuance of
any such new certificate or substitute stock in uncertificated form.
Section 4:
Transfers of uncertificated shares of stock shall be made on the books of the
Corporation only by the holders thereof in person or by their duly authorized attorneys or legal
representatives upon presentment of proper evidence of succession, assignation or authority to
transfer in accordance with customary procedures for transferring shares in uncertificated form.