8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   11/19/2015

CITIZENS FIRST CORPORATION

(Exact name of registrant as specified in its charter)

Kentucky                                                     333-67435                                     61-0912615
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1065 Ashley Street, Bowling Green, Kentucky                                42103
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code       (270) 393-0700                                               

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)            On November 19, 2015, the board of directors of Citizens First Corporation (the "Company") approved the amendment and restatement of the Company's articles of incorporation.  The amendments (i) deleted references to the former registered office and principal office of the Company and (ii) deleted the statement of designation of the rights and preferences of the Fixed Rate Cumulative Perpetual Preferred Stock, Series A.  The amendments to the Company’s articles of incorporation did not require shareholder approval.  Second Amended and Restated Articles of Incorporation incorporating the amendments were filed with the Kentucky Secretary of State on November 24, 2015, and were effective as of filing.  The full text of the Company's Second Amended and Restated Articles of Incorporation as filed on November 24, 2015, is filed as Exhibit 3.1 to this report.

            On November 19, 2015, the board of directors of the Company approved certain amendments to the Company’s Bylaws (a) to change the time of the annual meeting of shareholders from 5:30 p.m. to 10:00 a.m., (b)  to provide for the electronic transmission of proxies, (c) to provide that the number of directors shall be fixed by resolution of the board from time to time (as currently provided in the articles of incorporation), (d) to provide that any director elected by the board to fill a vacancy shall serve until the next election of the group in which the director is filling the vacancy and (e) to expand upon the procedures for indemnification of directors, officers and employees of the Company. The amended Bylaws are filed as Exhibit 3.2 to this report.

Item 9.01 Financial Statements and Exhibits.

            (d)        Exhibits

The following exhibits are filed as part of this report:

Exhibit Number	Description of Exhibit
3.1	Second Amended and Restated Articles of Incorporation of Citizens First Corporation
3.2	Amended and Restated Bylaws of Citizens First Corporation

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EX-3.1

Exhibit 3.1 Second amended and restated articles of incorporation of citizens first corporation

Articles of Restatement

Amending and Restating the

Articles of Incorporation of

Citizens First Corporation

Pursuant to the provisions of KRS Sections 271B.10-060 and 271B.10-070, Citizens  First Corporation hereby adopts these Articles of Restatement for the purpose of amending and restating its Articles of Incorporation.

First:                          The name of the corporation is Citizens First Corporation.

Second:                      The text of the corporation’s Second Amended and Restated Articles of Incorporation is set forth on Exhibit A attached hereto.

Pursuant to KRS Section 271B.10-070(4), the undersigned hereby certifies that the Corporation’s Second Amended and Restated Articles of Incorporation do not contain amendments requiring shareholder approval.  The Second Amended and Restated Articles of Incorporation were duly adopted by the Board of Directors of the corporation.

These Articles of Restatement amending and restating the Articles of Incorporation of Citizens First Corporation have been executed as of the 19th day of November, 2015.

CITIZENS FIRST CORPORATION

By:             /s/ M. Todd Kanipe                                                                

M. Todd Kanipe, President/CEO

Exhibit A

Second Amended and Restated

Articles of Incorporation

of

Citizens First Corporation

Article I

The name of the corporation is Citizens First Corporation.

Article II

The purpose for which the corporation is organized shall be to engage in the transaction of any and all activity within the purposes for which corporations may be organized, including the buying and selling of real estate and other property and the borrowing and lending of money under the Kentucky Business Corporation Act (the “Act”).

The corporation shall further have all powers and authorities as a bank holding company as defined in the Bank Holding Company Act of 1956 (12 USC §1841, et seq).  In carrying out such powers, it shall be entitled to engage in the following general categories of activities:

(1) acquisition of bank shares or assets;

(2) banking;

(3) managing or controlling banks and authorized non-bank subsidiaries;

(4) furnishing services to or performing services for subsidiaries; and

(5) those activities as may be determined by the Board of Governors of the Federal Reserve System to be closely related to banking and such other activities as may be expressly permitted under the Bank Holding Company Act.

Article III

The total number of shares of stock authorized to be issued and the authorized class thereof shall be Five Million (5,000,000) shares of no par value common stock and Five Hundred (500) shares of preferred stock.  The voting power of the common stock shall be one vote per share.  The shareholders of common stock shall not have preemptive rights.

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The preferred stock shall have the preferences, limitations and relative rights as may be established from time to time by the Board of Directors.  The Board of Directors is hereby vested with the authority to amend the Articles of Incorporation for purposes of setting forth the preferences, limitations and relative rights of the holders of preferred stock prior to the issuance of same without submitting the amendment to the Articles of Incorporation to the shareholders.

Appendix A attached hereto and incorporated by reference herein sets out the general preferences, limitations and relative rights of 250 shares of undesignated preferred stock of the Corporation, no par value per share, as heretofore established by the Board of Directors.

Article IV

The original issue of shares as authorized under these Articles of Incorporation shall be without classification, restriction, limitation or distinction as to the rights of the owner.

           Article V

The existence of this corporation is to be perpetual.

          Article VI

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors.  The number of directors shall be fixed by resolution of the board of directors from time to time, subject to the applicable provisions of the Act and the corporation’s bylaws, and shall be at least seven (7) and not more than eighteen (18).  The directors shall be divided into three classes with each class being as nearly equal in number as possible.  The term of office of the first class of directors shall be one (1) year and shall expire at the first annual meeting of the shareholders of the corporation (or until their successors are elected and qualified) after their election; the term of the second class of directors shall be two (2) years and shall expire at the second annual meeting of the shareholders of the corporation (or until their successors are elected and qualified) after their election; and the term of the third class of directors shall be three (3) years and shall expire at the third annual meeting of the shareholders of the corporation (or until their successors are elected and qualified) after their election.

Beginning with the first annual meeting of shareholders of the corporation after the election of directors to the three classes described above, the term of office for each class of directors elected or re-elected to the board of directors shall be three (3) years and shall expire at the third succeeding annual meeting following their election or re-election (or until their successors are elected and qualified).

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Article VII

No director of the corporation shall be liable to the corporation or its shareholders for monetary damages for a breach of his duty as a director; provided, however, this provision shall not eliminate or limit the liability of any director for:

[1]           any transaction in which the director’s personal financial interest is in conflict with the financial interests of the corporation or its shareholders;

[2]           acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

[3]           any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS 271B.8-330; or

[4]           any transaction from which the director derived an improper personal benefit.

In no case shall this article be construed to expand the liability of any director as determined pursuant to KRS 271B.8-300.

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Appendix A

Statement of Designation of Cumulative Convertible Preferred Stock

1.Designation and Number.  Two Hundred Fifty (250) shares of undesignated, authorized Preferred Stock of the Corporation are hereby constituted as a series of Preferred Stock designated as “Cumulative Convertible Preferred Stock,” having no par value per share.  Each share of Cumulative Convertible Preferred Stock shall have the same relative rights and be identical in all respects with each other share of Cumulative Convertible Preferred Stock.  Each share of Cumulative Convertible Preferred Stock shall have a stated value of $31,992 (the “Stated Value”).

2.Voting Rights.  Except as otherwise expressly provided by law, shares of Cumulative Convertible Preferred Stock shall not be entitled to any vote on any matter or question submitted to a vote at a meeting of shareholders (or submitted for action pursuant to written consent in lieu of a meeting) or to any notice thereof (including without limitation notice of the taking of any action pursuant to written consent in lieu of a meeting), including without limitation the election of directors of the Corporation.

3.Dividends.

(a)           The holder of each share of Cumulative Convertible Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of any assets legally available therefor, cumulative quarterly dividends per share payable in cash on April 30, July 30, October 30 and January 30 in each year (each, a “Dividend Payment Date”), beginning on the first such date to occur after the issuance of such shares, at an annual rate equal to 6.50% of the Stated Value.  Dividends shall accrue and cumulate on each share of Cumulative Convertible Preferred Stock from the date of issuance and shall accrue and cumulate from day to day, whether or not earned or declared.  Unpaid accumulated dividends on the shares of Cumulative Convertible Preferred Stock shall not bear interest.  Dividends will be payable to holders of record as they appear in the corporation’s stock  records at the close of business on March 30, June 30, September 30 and December 30 of each year.  Dividends payable on the Cumulative Convertible Preferred Stock for any period less than a full year shall be computed on the basis of the actual number of days elapsed and a 365-day year.

(b)           No dividends or other distributions (other than those payable solely in Common Stock of the Corporation) shall be declared or paid on any shares of Common Stock of the Corporation (or any shares of any other series of Preferred Stock ranking as to dividends or liquidation junior to the Cumulative Convertible Preferred Stock) at any time and for so long as there shall not have been declared and paid or set apart for payment all amounts necessary to eliminate any arrearage in payment of the aforesaid dividends on the Cumulative Convertible Preferred Stock.

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(c)           To pay dividends on any Dividend Payment Date, the Corporation shall have funds legally available to make such payment.  The Corporation will use its reasonable best efforts to provide notice to the holders of the Preferred Stock not later than fifteen (15) days prior to each Dividend Payment Date if the Corporation determines that it will not pay dividends on the Dividend Payment Date.  If a development occurs less than fifteen (15) days prior to a Dividend Payment Date that will prevent the Corporation from paying dividends on that Dividend Payment Date, and the Corporation has not already provided notice, the Corporation will provide prompt notice to the holders.

4.Liquidation.

(a)           In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, each holder of Cumulative Convertible Preferred Stock shall be entitled to receive, out of funds legally available therefor, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of Common Stock of the Corporation (or of any shares of any other series of Preferred Stock ranking as to dividends or liquidation junior to the Cumulative Convertible Preferred Stock) by reason of their ownership thereof, an amount equal to the Stated Value per share (as adjusted for any stock dividends, combinations or splits with respect to such shares), plus an amount equal to  all accrued but unpaid dividends on each such share, including a pro rata dividend according to the number of days elapsed prior to the date of payment over an assumed year of 365 days (“Accrued Dividends”), for each share of Cumulative Convertible Preferred Stock then held by them.  If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Cumulative Convertible Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Cumulative Convertible Preferred Stock in proportion to the preferential amount each such holder would otherwise have been entitled to receive if the preferential amounts payable in respect to the Cumulative Convertible Preferred Stock had been paid in full. Whenever the distribution provided for in this Section 4(a) shall be payable in securities or property other than cash, the value of such distribution shall be the fair market value of such securities or other property as determined in good faith by the Board of Directors.

(b)           Neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation, nor the consolidation, merger or amalgamation of the Corporation with or into any other entity, or the consolidation, merger or amalgamation of any other entity with or into the Corporation shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

5.Redemption.

(a)           At its option, on and at any time after three (3) years from the date of issuance of such shares, the Corporation may, at least to the extent that it may lawfully do so, redeem all or any portion of the outstanding shares of Cumulative Convertible Preferred Stock, by paying in cash therefor a sum equal to the Stated Value per share of Cumulative Convertible

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Preferred Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares), plus all Accrued Dividends (the “Redemption Price”) thereon, to but excluding the date fixed for redemption.  The Corporation shall give written notice of any such redemption to each holder of record (at the close of business on the business day next preceding the day on which notice is given) of the Cumulative Convertible Preferred Stock to be redeemed, which notice shall be mailed, first class postage prepaid, to each holder at the address last shown on the records of the Corporation for such holder, and shall specify a date not less than fifteen (15) nor more than sixty (60) days after the date of such notice as the date of such redemption (the “Redemption Date”).  Notwithstanding the foregoing, the Corporation may pay the Redemption Price only if the Corporation has funds legally available for such payment and only if the Corporation has received the prior written consent of the Federal Reserve.

(b)           The Redemption Notice shall be mailed as aforesaid at least fifteen (15) but no more than 60 days prior to the Redemption Date; provided, however, that no failure to give such Redemption Notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any shares of the Cumulative Convertible Preferred Stock to be redeemed except as to the holder or holders to whom the Corporation has failed to give said Redemption Notice or except as to the holder or holders whose Redemption Notice was defective.  All such Redemption Notices shall identify the Cumulative Convertible Preferred Stock to be redeemed and shall state:

the number of shares to be redeemed from such holder;

the Redemption Date;

the Redemption Price;

that on the Redemption Date, the Redemption Price will become due and payable upon each such share of Cumulative Convertible Preferred Stock to be redeemed and that dividends thereon will cease to accrue on and after said date; and

the place where such Cumulative Convertible Preferred Stock is to be surrendered for payment of the Redemption Price.

Except as provided in Section 5(c), on or after the Redemption Date, each holder of Cumulative Convertible Preferred Stock to be redeemed shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled.

(c)           If less than all the outstanding shares of Cumulative Convertible Preferred Stock are to be redeemed, the Corporation shall select those shares to be redeemed from outstanding shares of Cumulative Convertible Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) or by any other method determined by the

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 Board of Directors to be equitable.  In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.

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(d)           From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price for the shares of Cumulative Convertible Preferred Stock to have been redeemed, all rights of the holders of Cumulative Convertible Preferred Stock designated for redemption in the Redemption Notice as holders of Cumulative Convertible Preferred Stock (except the right to receive the Redemption Price therefor without interest upon surrender of their certificate or certificates) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever.  If the funds of the Corporation legally available for redemption of the Cumulative Convertible Preferred Stock on any Redemption Date are insufficient to redeem the total number of shares of Cumulative Convertible Preferred Stock to be redeemed on such date, those funds which are legally available will be used to redeem the maximum possible number of such shares ratably among the holders of such shares to be redeemed based upon their holdings of Cumulative Convertible Preferred stock.  The shares of Cumulative Convertible Preferred Stock not redeemed shall remain outstanding and entitled to all the rights and preferences provided herein.  At any time thereafter when additional funds of the Corporation are legally available for the redemption of shares of Cumulative Convertible Preferred Stock, such funds will immediately be used to redeem the balance of the shares that the Corporation has become obligated to redeem on any Redemption Date, but which it has not redeemed, in accordance with a procedure substantially similar to that described above and approved by the Board of Directors.

(e)           As one possible (though not exclusive) method of payment of the Redemption Price for the shares of Cumulative Convertible Preferred Stock to be redeemed, such method of payment to ultimately be determined and approved by the Board of Directors, on or prior to each Redemption Date, the Corporation may deposit the amount of the Redemption Price of all shares of Cumulative Convertible Preferred Stock designated for redemption in the Redemption Notice and not yet redeemed or converted, with a bank or trust company having aggregate capital and surplus in excess of Fifty Million Dollars ($50,000,000) as a trust fund for the benefit of the respective holders of the shares designated for redemption and not yet redeemed, with irrevocable instructions and authority to such bank or trust company to pay, on and after the Redemption Date or prior thereto, the Redemption Price for such shares to the respective holders thereof on or after the Redemption Date upon receipt of notification from the Corporation that such holder has surrendered his or her share certificate to the Corporation.  Any monies deposited by the Corporation pursuant to this Section 5(e) for the redemption of shares which are thereafter converted into shares of Common Stock pursuant to Section 6 hereof no later than the close of business on the day prior to the Redemption Date shall be returned to the Corporation forthwith upon such conversion.  The balance of any monies deposited by the Corporation pursuant to this Section 5(e) remaining unclaimed at the expiration of two (2) years following the Redemption Date shall thereafter be returned to the Corporation, provided that the stockholder to which such money would be payable hereunder shall be entitled, upon proof of its ownership of the shares of Cumulative Convertible Preferred Stock designated for redemption and payment of any bond requested by the Corporation, to receive such monies, but without interest from the Redemption Date.

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6.Conversion.  The holders of the Cumulative Convertible Preferred Stock shall have conversion rights as follows:

(a)           Right to Convert.  Subject to this Section 6, each share of Cumulative Convertible Preferred Stock shall be convertible, at the option of the holder thereof, into shares of the Corporation’s Common Stock (i) at any time on and after three (3) years from the date of issuance of such shares, and, with respect to shares of Cumulative Convertible Preferred Stock designated for redemption, on or prior to the close of business on the day prior to the Redemption Date, if any, as may be specified in the Redemption Notice with respect to such share, or, if earlier, (ii) at any time on and after a Change of Control, as hereinafter defined.  Such shares of Cumulative Convertible Preferred Stock shall be convertible at the office of the Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Stated Value (as adjusted for any stock dividends, combinations or splits with respect to such shares), by the Conversion Price applicable to such share, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion.  The initial Conversion Price per share shall be $15.50.  Such initial Conversion Price shall be subject to adjustment as set forth in Section 6(c) below.  When shares of Cumulative Convertible Preferred Stock are converted pursuant to this Section 6(a), all Accrued Dividends on the Cumulative Convertible Preferred Stock so converted to (and not including) the date of conversion shall be immediately due and payable in cash.

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(b)           Mechanics of Conversion.  Before any holder of Cumulative Convertible Preferred Stock shall be entitled to convert the same into shares of Common Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for such shares of Cumulative Convertible Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert a specified whole number of shares and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued.  The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Cumulative Convertible Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid.  Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of such series of Cumulative Convertible Preferred Stock to be converted and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date.  If the conversion is in connection with a Change of Control, the conversion may, at the option of any holder tendering Cumulative Convertible Preferred Stock for conversion, be conditioned upon the closing of the Change of Control transaction, in which event the person(s) entitled to receive Common Stock upon conversion of Cumulative Convertible Preferred Stock shall be deemed to have converted Cumulative Convertible Preferred Stock immediately prior to the closing of such transaction.

(c)           Conversion Price Adjustments.  The Conversion Price of the Cumulative Convertible Preferred Stock shall be subject to adjustment from time to time as follows:

(i)           In the event the Corporation should at any time or from time to time after the date hereof fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents, then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the Conversion Price of the Cumulative Convertible Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of Cumulative Convertible Preferred Stock shall be increased in proportion to such increase in the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents.

(ii)           If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price for the Cumulative Convertible Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.

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(d)           Other Distributions.  In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in Section 6(c)(i), then, in each such case for the purpose of this Subsection 6(d), the holders of shares of Cumulative Convertible Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Corporation into which their shares of Cumulative Convertible Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

(e)           Recapitalizations.  In case of any capital reorganization or reclassification or other change of outstanding shares of Common Stock of the Corporation, whether by combination, merger, acquisition or otherwise (a "Transaction") (other than a Transaction in which the Corporation is the resulting or surviving entity and which does not result in any reclassification or change of outstanding shares of Common Stock), each share of this Cumulative Convertible Preferred Stock  then outstanding shall, without the consent of any holder of thereof, become convertible only into the kind and amount of shares of stock or other securities (of the Corporation or another issuer) or property or cash receivable upon such Transaction by a holder of the number of shares of Common Stock into which such share of Cumulative Convertible Preferred Stock could have been converted immediately prior to such Transaction.  The provisions of this Section 6(e) similarly shall apply to successive Transactions.  The provisions of this Section 6(e) shall be the sole right of holders of Cumulative Convertible Preferred Stock in connection with any Transaction and such holders shall have no separate vote thereon.

(f)           The Corporation shall not be required to give effect to any adjustment in the Conversion Price unless and until the net effect of one or more adjustments (each of which shall be carried forward until counted toward adjustment), determined as above provided, shall have resulted in a change of the Conversion Price by at least 1%, and when the cumulative net effect of more than one adjustment so determined shall be to change the Conversion Price by at least 1%, such change in the Conversion Price shall thereupon be given effect.

(g)           No Fractional Shares And Certificate as to Adjustments.

(i)           No fractional shares shall be issued upon the conversion of any share or shares of Cumulative Convertible Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share.

(ii)           Upon the occurrence of each adjustment of the Conversion Price of Cumulative Convertible Preferred Stock pursuant to this Section 6, the Corporation, at its expense, shall promptly prepare and furnish to each holder of such Cumulative Convertible Preferred Stock a certificate setting forth such adjustment and describing the facts upon which such adjustment or readjustment is based.  The Corporation shall, upon the written request at any time of any holder of Cumulative Convertible Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the

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Conversion Price for such series of Cumulative Convertible Preferred Stock at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of such series of Cumulative Convertible Preferred Stock.

(h)           Notices of Record Date.  In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Corporation shall mail to each holder of Cumulative Convertible Preferred Stock, at least twenty (20) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

(i)           Notice of Change of Control Transaction.  The Corporation shall give each holder of record of Cumulative Convertible Preferred Stock written notice of an impending Change of Control transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction.  The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 6, and the Corporation shall thereafter give such holders prompt notice of any material changes.  The transaction shall in no event take place sooner than twenty (20) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein; provided that such periods may be shortened upon consent of the holders of the Cumulative Convertible Preferred Stock that are entitled to such notice rights or similar notice rights that represent at least two-thirds of all then outstanding shares of the Cumulative Convertible Preferred Stock.

(j)           Reservation of Stock Issuable Upon Conversion.  The Corporation shall at all times after the Cumulative Convertible Preferred Stock first becomes convertible reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of shares of Cumulative Convertible Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Cumulative Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Cumulative Convertible Preferred Stock, in addition to such other remedies as shall be available to the holder of such Cumulative Convertible Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Articles.

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(k)           Notices.  Any notice required by the provisions of this Section 6 to be given to the holders of shares of Cumulative Convertible Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at such holder’s address appearing on the books of the Corporation.

(l)           Change of Control.  "Change of Control" means, for purposes of this Section 6, the occurrence of any of the following:

A.           if any "person" or "group" (as such terms are used in Section  13(d) and Section 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or any successor  provisions to either of the foregoing), including any group  acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, becomes the "beneficial owner" (as defined in Rule  13d-3 under the Exchange Act, except that a person will be deemed to have "beneficial ownership" of all shares that any such person  has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the total voting power of the Common Stock of the Corporation; or

B.           if the Corporation consolidates or merges with or into any other person, other than a consolidation or merger under a transaction in which the outstanding Common Stock of the Corporation remains outstanding or is changed into or exchanged for cash, securities or other property with the effect that the beneficial owners of the Corporation's outstanding Common Stock immediately before that transaction, beneficially own, directly or indirectly, more than 50% of the Common Stock, measured by voting power rather than number of shares, of the surviving corporation immediately following that transaction; or

C.           upon the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the assets of the Corporation and its subsidiaries considered as a whole; or

D.           if during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election or appointment by the Board of Directors or whose nomination for election by the Corporation's stockholders was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Corporation's Board of Directors then in office.

7.Status of Redeemed or Converted Stock.  All shares of Cumulative Convertible Preferred Stock redeemed, purchased, exchanged, converted or otherwise acquired by the Corporation shall be retired and canceled and, upon the taking of any action required by applicable law, shall be restored to the status of authorized but unissued shares of Preferred Stock of the Corporation without designation as to series, and may thereafter be reissued.

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EX-3.2

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF CITIZENS FIRST CORPORATION

AMENDED AND RESTATED BYLAWS

OF

CITIZENS FIRST CORPORATION

(as amended as of November 19, 2015)

Article I.                       -- MEETINGS OF SHAREHOLDERS

Section 1Annual Meeting. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at the principal office of the Corporation on the third Wednesday in May, annually, at the hour of 10:00 a.m., or at such other place (within or without the Commonwealth of Kentucky), date and hour as fixed by the Board of Directors of the Corporation and designated in the notice thereof.  If the annual meeting is not held on or before the date designated, it may be held as soon thereafter as convenient and shall be called the annual meeting.

Section 2 Notice.  The Secretary shall give notice of all annual and special meetings of the shareholders no fewer than ten (10) nor more than sixty (60) days before the date of such meeting to each shareholder entitled to vote at such meeting as of the record date established by Article IX of these Bylaws, such notice stating the place, date and hour of the meeting.  Notices for special meetings of the shareholders shall include a description of the purpose or purposes for which the meeting is called.  Such notice shall be in writing addressed to each shareholder entitled to vote at such meeting and transmitted by regular United States mail, postage prepaid, to the address of the shareholder as it appears on the records of the Corporation (which shall be irrebuttably presumed to be correct unless such shareholder shall have filed with the Secretary of the Corporation a written notice of change of address).  Any and all notices for annual or special meetings may be waived by the shareholders by submitting a signed waiver either before or after the meeting, or by attendance at the meeting unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

Section 3Special Meeting.  Special meetings of the shareholders may be called at any time by a majority of the directors or by the holders of at least 33 1/3 percent (33 1/3%) of all votes entitled to be cast on the issue proposed to be considered at the proposed special meeting, provided that such holders of stock sign, date and deliver to the Corporation’s Secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.  Within twenty (20) days thereafter, the Board of Directors shall fix a

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 date, time and place for such meeting, either within or without the Commonwealth of Kentucky, and shall give notice of such meeting in accordance with these Bylaws.  Only business within the purpose or purposes described in the meeting notice required by these Bylaws may be conducted at a special meeting of the shareholders.

Section4 Quorum.  The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares entitled to vote thereon shall be necessary to constitute a quorum for the transaction of business at all meetings of the shareholders

Section 5 Voting.  A shareholder entitled to vote at a meeting may vote at such meeting in person or by proxy. Once a quorum is present at any meeting, action on a matter (other than where otherwise required by law) shall be approved if the votes cast for the action exceed the votes cast opposing the action (i.e., the action on a matter is approved by a majority of the votes cast at a meeting at which a quorum is present).

Section6 Proxies. A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment form or by an electronic transmission, either personally or by his attorney-in-fact.  An electronic transmission shall contain, or be accompanied by, information from which one can determine that the shareholder, the shareholder’s agent, or the shareholder’s attorney-in-fact authorized the electronic transmission.  Appointment of a proxy shall be effective when the appointment form or an electronic transmission of the appointment is received by the Secretary of the Corporation, or other officer or agent authorized to tabulate votes.  An appointment shall be valid for eleven (11) months unless a longer period is expressly provided in the appointment form.  An appointment of a proxy shall be revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.  Appointments coupled with an interest include the appointment of a pledgee, a person who purchased or agreed to purchase the shares, a creditor of the Corporation who extended it credit under terms requiring the appointment, an employee of the Corporation whose employment contract requires the appointment, or a party to a voting agreement created under the provisions of KRS 271B.7-310.

The death or incapacity of the shareholder appointing a proxy shall not affect the right of the Corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary of the Corporation or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.

Section 7Action without a Meeting.  Action required or permitted to be taken by the shareholders at a shareholders’ meeting may be taken without a meeting and without prior notice, if the action is taken by all shareholders entitled to vote on the action.  Action taken under this section shall be evidenced by one (1) or more written consents describing the action taken, signed by the shareholder or his proxy taking the action, and delivered to the Corporation for inclusion in the minutes for filing with the corporate records.  Action taken under this section shall be effective when consents representing the votes necessary to take the action under this section are delivered to the Corporation, or upon delivery of the consents representing the necessary votes, as of a different date if specified in the consent.  Any

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 shareholder giving a consent under this section may revoke the consent by writing received by the Corporation prior to the time that consents representing the votes required to take the action under this section have been delivered to the Corporation but may not do so thereafter.  A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.

Section 8List of Shareholders.  At least five (5) business days before every meeting, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of and the number of shares registered in the name of each shareholder, shall be prepared by the Secretary.  Such list shall be open for examination by any shareholder as required by the laws of the Commonwealth of Kentucky.

Section 9Advance Notice of Shareholder Business.  At an annual meeting of the shareholders only such business shall be conducted as shall have been properly brought before the meeting.  To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a shareholder.  For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation.  To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than sixty (60) days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the annual meeting was mailed or such public disclosure was made.  A shareholder’s notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business, (c) the class and number of shares of the Corporation which are beneficially owned by the shareholder, and (d) any material interest of the shareholder in such business.  Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Article I Section 9.  The Chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Article I Section 9, and if the Chairman should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Article II.                       -- DIRECTORS

Section1Number and Qualifications.  The entire Board of Directors shall consist of no less than seven (7) nor more than eighteen (18) persons, the exact number to be fixed by resolution of the Board of Directors from time to time.  A director need not be a

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 shareholder.  Only persons who are nominated in accordance with the procedures set forth in this Article II, Section 1 shall be eligible for election as directors.  Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of shareholders by or at the direction of the Board of Directors or by any shareholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Article II, Section 1.  Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation.  To be timely, a shareholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than sixty (60) days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made.  Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Corporation which are beneficially owned by such person, and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, including without limitation such persons’ written consent to being named in the proxy statement as a nominee and to serving as a director if elected(whether or not such party intends to deliver a proxy statement or conduct its own proxy solicitation); and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such shareholder and (ii) the class and number of shares of the Corporation which are beneficially owned by such shareholder.  No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Article II, Section 1.  The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if the Chairman should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

Section 2Term of Office.  The directors shall be divided into three classes with each class being as nearly equal in number as possible.  The term of office of the first class of directors shall be one (1) year and shall expire at the first annual meeting of the shareholders of the Corporation (or until their successors are elected and qualified) after their election; the term of office of the second class of directors shall be two (2) years and shall expire at the second annual meeting of the shareholders of the Corporation (or until their successors are elected and qualified) after their election; and the term of office of the third class of directors shall be three (3) years and shall expire at the third annual meeting of the shareholders of the Corporation (or until their successors are elected and qualified) after their election.  At each annual shareholders’ meeting held thereafter, directors shall be chosen for a term of three (3) years to succeed those whose terms expire.

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Section 3Duties and Powers.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of its Board of Directors.  The directors shall, in all cases, transact the business of the Corporation by a majority present at the meeting.

Section 4Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business of the Corporation as soon as practicable after the adjournment of the annual meeting of the shareholders.  Regular meetings of the Board of Directors shall be held at such times as the Board of Directors may from time to time determine.

Special meetings of the Board of Directors may be called by the Chairman of the Board or upon written request of eighty percent (80%) of the total number of directors of the Corporation.  In the event of the call of a special meeting of the Board of Directors by eighty percent (80%) of the total number of directors, the Secretary shall give notice of such meeting no more than ten (10) days after receipt of such request.

Any or all directors may participate in any meeting, whether a regular or special meeting, or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during this meeting.  A director participating in a meeting by this means shall be deemed to be present in person at the meeting.

Section 5 Notice of Meetings.  No notice need be given of any regular meeting of the Board of Directors.  Notice of special meetings shall be served upon each director in person or by mail addressed to the director at his last known post office address, at least two (2) days prior to the date of such meeting.  Notices of special meetings shall contain the date, time and place of the meeting but shall not require a description of the purpose of such special meeting.

Section 6Place of Meeting.  The Board of Directors shall hold its meetings at the main offices of the Corporation, unless such other place may be designated in the notice of such meeting  either within or without the Commonwealth of Kentucky.

Section 7Waiver of Notice of Meetings.  A director may waive any notice of such meeting as required by these Bylaws before or after the date and time of the meeting stated in the notice.  The waiver shall be in writing signed by the director entitled to the notice and filed with the minutes of such meetings.  A director’s attendance at or participation in a meeting shall waive any required notice to him of the meeting, unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 8Action Without Meeting.  Action to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the

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 Board.  The action shall be evidenced by one (1) or more written consents describing the action taken, signed by each director and included in the minutes or filed with the corporate records reflecting the action taken.  Any action taken under this section shall be effective when the last director signs the consent, unless the consent specifies a different effective date.  A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.

Section 9Quorum.  At any meeting of the Board of Directors, the presence of a majority of the elected and qualified members of the Board of Directors shall be necessary to constitute a quorum for the transaction of business.

Section 10Voting.  If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present shall be the act of the Board of Directors.

Section 11Compensation.  Each director shall be entitled to receive for his services to the Corporation such compensation as fixed from time to time by the Board of Directors.

Section 12Directors Emeritus.  Any person who has reached age 75 and has served as a director of the Corporation for at least five (5) years may, after retirement or resignation from the Board of Directors, be approved by the Board of Directors as a Director Emeritus to serve until he or she resigns or his or her appointment is terminated by resolution adopted by the Board of Directors.   Directors Emeritus shall serve in an advisory capacity to the Board of Directors and shall be entitled to attend meetings of the Board of Directors, except that they may not vote and they shall not be counted for purposes of determining a quorum.   Directors Emeritus shall receive no compensation from the Corporation.

Directors Emeritus shall be entitled to the liability limitation accorded directors as set forth in Section 271B.2-020 of the Kentucky Business Corporation Act and the Corporation's Articles of Incorporation, as amended from to time, and the indemnification and expense reimbursement provisions accorded directors under the Articles of Incorporation and these Bylaws as if such Directors Emeritus were, for such purposes only, directors of the Corporation.

Article III.                      --COMMITTEES

The Board of Directors shall have authority to, by resolution adopted by a majority of all directors then in office, create and form from among its members from time to time, such committees, each consisting of three or more directors of the Corporation, as the Board may consider necessary or convenient for the conduct of its business.  Any such committee shall have the full power and authority as the Board of Directors may, from time to time, legally establish for it, except as otherwise proscribed by statute.  The rules and procedures governing the conduct of any such committee shall be as set forth in the charter adopted by such committee, or if not contained therein, shall be the same as the standards established in these Bylaws for such matters with respect to the entire Board of Directors.

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Article IV.                       -- OFFICERS

Section 1Titles and Election.  The officers of the Corporation shall be the President, a Secretary, and a Treasurer, who shall initially be elected as soon as convenient by the Board of Directors, and thereafter, in the absence of earlier resignations or removals, shall be elected at the first meeting of the Board following any annual shareholders’ meeting, each of who shall hold office at the pleasure of the Board except as may otherwise by approved by the Board or until his or her earlier resignation, removal under these Bylaws or other termination of his or her employment.  Any person may hold more than one office if the duties can be consistently performed by the same person, to the extent permitted by the laws of the Commonwealth of Kentucky.

D.The Board of Directors, in its discretion, may also at any time elect or appoint a Chairman of the Board of Directors, who shall be a director, and one or more Vice Presidents, Assistant Secretaries, and Assistant Treasurers, and such other officers as it may deem advisable, each of who shall hold office at the pleasure of the Board, except as may otherwise be approved by the Board until his or her earlier resignation, removal or other termination of employment, and shall have such authority and shall perform such duties as shall be prescribed or determined from time to time by the Board, or in case of officers other than the Chairman of the Board, if not so prescribed or determined by the Board, as the President or the then senior executive officer may prescribe or determine.  The Board of Directors may require any officer or other employee or agent to give bond for the faithful performance of his or her duties in such form and with such sureties as the Board may require.

Section 2Duties.  Subject to such extension, limitations, and other provisions as the Board of Directors or these Bylaws may from time to time prescribe or determine, the following officers shall have the following powers and duties:

(a)Chairman of the Board.  The Chairman of the Board, when present, shall preside at all meetings of the shareholders and of the Board of Directors and shall be charged with general supervision of the management and policy of the Corporation, and shall have such other powers and perform such other duties as the Board of Directors may prescribe from time to time.

(b)President.  Subject to the Board of Directors and the provisions of these Bylaws, the President shall be the Chief Executive Officer of the Corporation, shall exercise the powers and authority and perform all of the duties commonly incident to this office, shall in the absence of the Chairman of the Board preside at all meetings of the shareholders and of the Board of Directors if he or she is a Director, and shall perform such other duties as the Board of Directors shall specify from time to tine.  The President or a Vice President, unless some other person is thereunto specifically authorized by the Board of Directors, shall sign all bonds, debentures, promissory notes, deeds, and contracts of the Corporation.

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(c)Vice President.  The Vice President or Vice Presidents shall perform such duties as may be assigned to them from time to time by the Board of Directors or by the President if the Board does not do so.  In the absence or disability of the President, the Vice Presidents, in order of seniority, may, unless otherwise determined by the Board, exercise the powers and perform the duties pertaining to the office of President.

(d)Secretary.  The Secretary, or in his or her absence, an Assistant Secretary, shall keep the minutes of all meetings of shareholders and of the Board of Directors, give and serve all notices, attend to such correspondence as may be assigned to him, keep in safe custody the seal of the Corporation, and affix such seal to all such instruments properly executed as may require it, and shall have such other duties and powers as may be prescribed or determined from time to time by the Board of Directors or by the President if the Board does not do so.

(e)Treasurer.  The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the moneys, funds, valuable papers and documents of the Corporation, and shall have, under the supervision of the Board of Directors, all the powers and duties commonly incident to his or her office.  The Treasurer shall deposit all funds of the Corporation in such bank or banks, trust company or trust companies, or with such firm or firms doing a banking business as may be designated by the Board of Directors or by the President if the Board does not do so.  He or she may endorse for deposit or collection all checks, notes, and similar instruments payable to the Corporation or to its order.  He or she shall keep accurate books of account of the Corporation’s transactions, which shall be the property of the Corporation, and together with all of the property of the Corporation in his or her possession, shall be subject at all times to the inspection and control of the Board of Directors.  The Treasurer shall be subject in every way to the order of the Board of Directors, and shall render to the Board of Directors and/or the President of the Corporation, whenever they may require it, an account of all his or her transactions and of the financial condition of the Corporation.  In addition to the foregoing, the Treasurer shall have such duties as may be prescribed or determined from time to time by the Board of Directors or by the President if the Board does not do so.

Section 3Delegation of Authority.  The Board of Directors may at any time delegate the powers and duties of any officer for the time being to any other officer, director or employee.

Article V.                       -- RESIGNATIONS, VACANCIES & REMOVALS

Section 1 Resignations.  Any Director may resign at any time by giving written notice thereof to the Board of Directors, the President or the Corporation.  Any such resignation shall take effect when the notice is delivered unless the notice specifies a later effective date, , and unless otherwise specified therein, the acceptance of any resignation shall not be necessary to make it effective.  If a resignation of an officer or director is made effective

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 at a later date , the Board of Directors may fill the pending vacancy before the effective date but the new director may not take office until the vacancy occurs.

Section 2Vacancies.

(a)Directors.  When the office of any director becomes vacant or unfilled, whether by reason of death, resignation, removal, increase in the authorized number of directors or otherwise, such vacancy or vacancies may be filled by the remaining director or directors, although less than a quorum.  Any director so elected by the Board shall serve until the next election of the group in which the director is filling the vacancy and until his or her successor shall be elected and qualified or until his earlier resignation or removal as provided in these Bylaws.

(b)Officers.  The Board of Directors may at any time or from time to time fill any vacancy among the officers of the Corporation.

Section 3Removals.

(a)Directors.  Except as may otherwise be prohibited or restricted under the laws of the Commonwealth of Kentucky, the shareholders may, at any meeting called for the purpose, remove any director from office, with or without cause, and may elect his or her successor.

(b)Officers.  The Board of Directors may at any meeting remove from office any officer, with or without cause, and may elect or appoint a successor.

Article VI.                       -- STOCK OF THE CORPORATION

Section 1Certificates.  The stock of the Corporation may be certificated or uncertificated, as provided under the Kentucky Business Corporation Act.  Each shareholder, upon written request to the transfer agent or registrar of the Corporation, shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors.  The certificates shall be numbered consecutively and in the order in which they are issued, and each certificate shall state the registered holder’s name, the number of shares represented thereby and the date of issuance of such stock certificate.  All certificates representing shares issued by the Corporation shall have noted conspicuously thereon reference to the restrictions of sale or transfer which may be from time to time enacted by the Board of Directors.  Within a reasonable time after the issue or transfer of shares without certificates, the Corporation shall send the shareholder a written statement of the information required on certificates by the Kentucky Business Corporation Act.

Section 2Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation by the registered owner, or by his or her duly authorized attorney-in-fact, if such shares are certificated, upon surrender of the certificate duly and properly endorsed with a proper evidence of authority to transfer, or upon proper instructions from the holder of uncertificated shares, in each case with

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 such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

Section 3Returned Certificates.  All certificates for shares returned to the Corporation for transfer shall be marked “CANCELED” or “VOID” with the date of cancellation, and the transaction shall be immediately noted in the stock transfer book of the Corporation.  The returned certificate may be inserted in the certificate book or may be destroyed.

Section 4Lost Certificates.  In case of loss, mutilation or destruction of a stock certificate, a duplicate certificate may be issued upon such terms as may be determined or authorized by the Board of Directors or by the President if the Board does not do so, provided, however, that if such shares have ceased to be certificated, a new certificate shall be issued only upon written request to the transfer agent or registrar of the Corporation.

Article VII.                       -- DIVIDENDS

The Board of Directors may authorize and the Corporation may pay dividends to its shareholders subject to the limitations of this Article.  No dividend shall be paid if, after giving it effect:  (a) the Corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the Corporation’s total assets would be less than the sum of its total liabilities.  The Board of Directors may base a determination that dividends are not prohibited under this Article either on financial statements prepared on the basis of accounting practices and principals that are reasonable in the circumstances, on a fair valuation or any other method that is reasonable in the circumstances.

Article VIII.                       -- SEAL OF THE CORPORATION

The seal of the Corporation shall be adopted by the Board of Directors and may be changed from time to time in the discretion of the directors.  The presence or absence of the seal on or from a writing shall neither add to nor detract from the legality thereof nor effect its validity in any manner or respect.

Article IX.                       -- RECORD DATE

The record date for the determination of shareholders entitled to notice of and to vote at any annual or special meeting of the shareholders or for determining shareholders entitled to a distribution, shall be the date as from time to time established by the directors as the “record date”, provided, however, that no such record date shall be more than seventy (70) days before the meeting or action requiring a determination of shareholders.

Article X.                       -- MISCELLANEOUS

Section 1 Contracts.  The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to

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 specific instances.  No loans shall be made in the name of the Corporation and no evidence of such indebtedness shall be issued in the name of the Corporation unless authorized by the Board of Directors.

Section 2Fiscal Year.  The fiscal year of the Corporation shall commence or end at such time as the Board of Directors may designate.

Section 3Bank Deposits, Checks, Etc.  The funds of the Corporation shall be deposited in the name of the Corporation or any division thereof in such banks or trust companies in the United States of America or elsewhere as may be designated from time to time by the Board of Directors or by such officer or officers as the Board may authorize to make such designations.

All checks, drafts or other orders for the withdrawal of funds from any bank account shall be signed by such person or persons as may be designated from time to time by the Board of Directors.  The signatures on checks, drafts of other orders for the withdrawal of funds may be in facsimile if authorized in the designation.

Article XI.                       -- BOOKS AND RECORDS

Section 1 Place of Keeping Books.  Unless otherwise expressly required by the laws of the Commonwealth of Kentucky, the books and records of the Corporation may be kept outside of the Commonwealth of Kentucky.

Section 2 Examination of Books.  Except as may otherwise by provided by the laws of the Commonwealth of Kentucky, the Articles of Incorporation or these Bylaws, the Board of Directors shall have power to determine from time to lime whether, to what extent, at what times and places, and under what conditions, any of the accounts, records and books of the Corporation are to be open to the inspection of any shareholder.  No shareholder shall have any right to inspect any account, book or document of the Corporation except as prescribed by statute or authorized by express resolution of the shareholders or of the Board of Directors.

Article XII.                       -- INDEMNIFICATION OF DIRECTORS & OFFICERS

Section 1Each person who was or is made a party or is threatened to be made a party to or becomes involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, (hereinafter a proceeding), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by Kentucky Business Corporation Act, as the same exist or may

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hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorney fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Article XII, Section 2, the Corporation shall indemnify any such person seeking indemnification in connection with the proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) is authorized by the Board of Directors of the Corporation.  The right to indemnification conferred in this Article XII, Section 1 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Kentucky Business Corporation Act requires, the payment of such expenses incurred by a current director or officer in his or her capacity as director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced that it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article XII, Section 1 or otherwise.  The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article XII, Section 1 with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

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Section 2Right of Claimant to Bring Suit.  If a claim under Article XII, Section 1 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, the claimant may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such a claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the Kentucky Business Corporation Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of providing such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he or she has met the ethical standard of conduct set forth in the Kentucky Business Corporation Act, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article XII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, bylaw, agreement, vote of shareholders, or disinterested directors or otherwise.

Section 4Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation, or another corporation, partnership, joint venture, trust or other enterprise against such expense, liability or loss, whether or not the corporation will have the power to indemnify such person against such expense, liability or loss, under the Kentucky Business Corporation Act.

Article XIII.                      -- AMENDMENTS.These Bylaws may be altered, amended, repealed or restated by a majority of the Board of Directors or by the shareholders of the Corporation.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIZENS FIRST CORPORATION

(Registrant)

By:   /s/ M. Todd Kanipe

             M. Todd Kanipe

      President and Chief Executive Officer

Date: November 24, 2015

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