Exhibit 3.3
CERTIFICATE OF AMENDMENT
OF
FINANCIAL INSTITUTIONS, INC.
Under Section 805 of the Business Corporation Law
The undersigned, being the president of Financial Institutions, Inc. does hereby certify that:
1.
The name of the corporation is FINANCIAL INSTITUTIONS, INC. (the “Corporation”).
2. The Certificate of Incorporation was filed by the New York Department of State on September
15, 1931.
3. The Certificate of Incorporation is hereby amended to state the number of shares of Series
A 3% Preferred Stock.
Paragraph FOURTH of the Certificate of Incorporation is amended to read in its entirety as
follows:
“(a) The first Series of Class A Preferred Stock shall be designated as “Series A 3%
Preferred Stock”. Of the 10,000 authorized Class A Preferred Shares, 1,533 shall be
designated as Series A 3% Preferred Stock and the designations, preferences, privileges
and voting powers of the shares of such series, and the restrictions or qualifications
thereof shall be as follows:
The Series A 3% Preferred Stock shall be entitled to receive, when and as declared
from surplus or net profits, dividends at the rate of three dollars per share per annum,
and no more, which dividends shall be cumulative, from the dividend dated next preceding
the date of issue of the respective shares (or from the date of issue if that be a
dividend date), and shall be payable quarterly, on the second day of each of the months
of January, April, July and October in each year. After dividends on the Series A 3%
Preferred Stock shall have been paid at the rate herein provided, and upon all
subsequent series of preferred stock issued as provided in certificates which may
hereafter be filed, at the rate or rates therein provided, but not prior thereto, the
commons stock shall be entitled to receive all sums which may be distributed as
dividends in excess of said dividends on the preferred stock.
Upon any liquidation or distribution of capital assets the preferred stock shall be
entitled to receive $100.00 per share, and in addition thereto a sum equal to all unpaid
dividends accumulated thereon, before any distribution shall be made to the common
stock, and after the payment of $100.00 per share upon all the preferred stock of all
series outstanding plus such accumulated dividends, the common stock shall be entitled
to receive all the remainder of such capital assets so distributed.
No holder of Series A 3% Preferred Stock outstanding from time to time shall, as such
holder, have any preemptive right in, or right to purchase or subscribe for any
additional shares of the preferred stock, or of the common stock or of any bonds or
debentures convertible into either of such stocks.
Holders of Series A 3% Preferred Stock shall have no voting rights, except as may be
required by law.
5. The foregoing amendment of the certificate of incorporation was authorized by vote of the
Board of Directors pursuant to Section 502 of the Business Corporation Law.