Original post is below. Thanks for the correction. . . above

After we have a little time to analyze the 2011 year-end statement, we will send you information on the date and time of the concerned shareholder meeting.  To receive this information, please send your name, email and telephone number to mypnbc@gmail.com along with the number of people planning to attend. Spouses/partners who are not shareholders are welcome. I would like to have this information by the end of the week so we can accurately plan. The information you send me will not be shared.

the email is: mypnbc@gmail.com

We have also succeeded in being allowed by the board, to nominate a well qualified candidate (he is currently a director for another bank) from the floor. You can vote for him, but his name, at the board’s discretion, will not be on the proxy ballot.  That is the reason that we want all shareholders to attend the annual meeting so they can make up their own minds as to who the directors should be.  For persons who can attend the meeting we are asking them to make the necessary arrangements to vote their shares in person.

You indicated an interest in a meeting of interested shareholders to discuss these matters and we are working on that. I will keep you in the loop as to meeting plans and any other meaningful developments.

§ 231. Voting procedures and inspectors of elections.

(a) The corporation shall, in advance of any meeting of stockholders, appoint 1 or more inspectors to act at the meeting and make a written report thereof. The corporation may designate 1 or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint 1 or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

(b) The inspectors shall:

(1) Ascertain the number of shares outstanding and the voting power of each;

(2) Determine the shares represented at a meeting and the validity of proxies and ballots;

(3) Count all votes and ballots;

(4) Determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

(5) Certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

(c) The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.

(d) In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with § 211(e) or § 212(c)(2) of this title, or any information provided pursuant to § 211(a)(2)b.(i) or (iii) of this title, ballots and the regular books and records of the corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to paragraph (b)(5) of this section shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

(e) Unless otherwise provided in the certificate of incorporation or bylaws, this section shall not apply to a corporation that does not have a class of voting stock that is:

(1) Listed on a national securities exchange;

(2) Authorized for quotation on an interdealer quotation system of a registered national securities association; or

(3) Held of record by more than 2,000 stockholders.

Does anyone think this type of legal maneuvering is a good thing for the bank?

No surprise, though. It just means we’ll have to work a little harder.

Submitted on 2012/03/12 at 12:52 pm

Answers – spent some money, asked the proper people, received some great help!
Property: Lake Thunderbird, 7 Pawnee Ct, Putnam County.
History will start MLS listing# 0609878, asking price $115,000. Listing Agent T. Hansen with Realty Connections.
Selling agent: L Kirby with Sterling Realty
Selling Financing: Cash
Home “2 bedroom, 2 bath, fireplace, central air, deck, ¾ acre wooded lot with rolling terrain located on private cul-de-sac” Garage Type:” NONE”. Per MLS.
Putnam County has on record a PTAX-203 Illinois Real Estate Transfer Declaration
PTAX parcel ID number 03-00-080-020
Full actual consideration $111,000.00
Date: August 30, 2006
Doc No.: 06-1001 Roll: 101 Page: 734
Seller Information: First Midwest Bank, as Trustee of Land Trust No. 95-5462 dated the 16th of January, 1995
Seller’s or agent’s signature: John Isaacson, Agent
Buyer Information: Robert M. McBride, P.O. Box 101, Putnam, IL 61560
Buyers or agent signature: John Isaacson, Agent
Mail tax bill to: Robert M. McBride
Preparer Information:
John Isaacson of Angel, Isaacson & Tracy, 111 Park Avenue East, Princeton, IL 61356
Preparer’s daytime phone: 815-875-6551
Trustee’s Deed in Trust recorded in Putnam Co. Roll 101 of mic ro page: 734
Deed between First Midwest Bank as Trustee Trust number 95-5463 and Trust Agreement dated August 23, 2006 as T7 Land Trust #7
4 page document prepared By: John Isaacson of Angle, Isaacson & Tracy, 111 Park Ave East, Princeton, IL 61356
Return Document after recording to J. Isaacson – ENV

Application for a Putnam County Building Permit: 22’x22’ garage, 484 sq ft., estimated cost $10,000.
Owner: Kim BETTASSO, 7 Pawnee – Putnam, date: 11-28-06
Fee for permit: $25.00 paid in cash

Lake Thunderbird Architectural Control Request for Permit:
Member Name Kim BETTASSO, 7 Pawnee, Putnam, Lake Thunderbird, IL
Permit Number: 1013
Request for Permit Approved: 11-01-2006

Moving forward CFNB is now the Billion Dollar status position: GREAT JOB Mr. President and Board. Looks like the dream came true Billion Dollar Bank “Thanks A Billion”?

01/08/2010: 7 Pawnee Ct, Lake Thunderbird listed For Sale
MLS # 07410834asking price: $129,000.
Remarks: “wooded lot, 2 bedrooms 2 bath, large deck, oversized 2 plus car garage”
List Agent: L Nowak
Owner: OOR
Trustee’s Deed in Trust between Robert M. McBride, T7 Land Trust #7 and Thomas A. Tonozzi, as Trustee under Trust Agreement dated Aug. 23, 2006 known as
T7 Land Trust #7. Dated 2/19/2010. Recorded # 481 Doc # 10-0122 3 pages.
Putnam Co. Document Prepared By and Returned to:
Thomas A. Tonozzi, 222 E St Paul. Spring Valley, IL 61362

PTAX-203 Illinois Real Estate
Parcel: 03-00-080-020, Property 7 Pawnee Ct. Putnam Co.
Date Sept. 7, 2010, Doc. No.: 10-0905 Roll: 113 Page: 781
Sale Price: $98,500.00
Seller Information: Thomas A. Tonozzi
Preparer Information: Law Office Tonozzi
Buyer: Crawley, Ryan J.

I am told the above is recorded in the Putnam Co Court House, Lake Thunderbird Office and or the Putnam Zoning Office.
Thanks to all the people who assisted on this in a timely matter.

Thanks to Bo’s comment on the lawsuit, we have a number on the bank’s cost to settle Kim Bettasso’s wrongful termination from employment. The actual amount disbursed to the former employee appears to come out to $180,546. Added to that are attorney fees, taxes and expenses, all of which are apparently taken out before the payoff is actually made. The total dollars doled out by the bank to settle with the former employee comes out to something very close to $275,000.

Also of interest is the timing of the payments. Let’s regress.

Ms. Balensiefen was terminated on September 27, 2009. The first amended complaint was filed on December 23, 2010. The first settlement conference was scheduled for November 8, 2011; almost eleven months later.  The case isn’t scheduled to go to trial until 2013.

According to the information gleaned from the records, Kim Bettasso’s termination occurred on August 11, 2009 and she received a payment by October 30, 2009 with another anticipated, at that time, for January 5, 2010. That didn’t even take three months. Was that because she didn’t want as much money, or because she had a better attorney, or because it had been negotiated prior to her termination? But why would that be, you ask? Me, too.

Bo, feel free to make any corrections or additions you like. I could have missed a lot. I don’t think I added anything.

§ 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.

(a) The officer who has charge of the stock ledger of a corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

(b) If the corporation, or an officer or agent thereof, refuses to permit examination of the list by a stockholder, such stockholder may apply to the Court of Chancery for an order to compel the corporation to permit such examination. The burden of proof shall be on the corporation to establish that the examination such stockholder seeks is for a purpose not germane to the meeting. The Court may summarily order the corporation to permit examination of the list upon such conditions as the Court may deem appropriate, and may make such additional orders as may be appropriate, including, without limitation, postponing the meeting or voiding the results of the meeting.

(c) The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.

Tuesday, February 21, 2012

Princeton National Bancorp, Inc.

Secretary of the Corporation

606 S. Main St.

Princeton, IL 61356

Lou Ann,

In accordance with The Delaware Code, Title 8, Corporations, Chapter 1. General Corporation Law, Subchapter VII. Meetings, Elections, Voting and Notice, I hereby request and demand access to the true and accurate stock ledger and list of stockholders of Princeton National Bancorp, Inc. and/or of Citizens First National Bank of Princeton.

I affirm to be true under penalty of perjury under the laws of the United States or any state, the following: I am a stockholder, as previously verified by the corporation. I am complying with the aforementioned section of the Delaware Code in form and manner for making this demand, and that this information is to be used for the communication with other stockholders for the purpose of influencing management to change its’ policies, which is a proper purpose.

Truly,

Lets Start a Movement!

Let me say first, that I believe that Dave has put together the best site available to provide a forum for shareholders to communicate with each other, and provide needed information on PNBC.
That being said, I also believe that not enough shareholders are aware of the site and if they were they would make the necessary arrangements to vote their shares in person at the annual meeting. With that in mind I asked myself what if each shareholder that knows about the site called just one friend or relative that they know and asked if they have been out to MYPNBC? This morning I decided to call a friend of mine that I knew held shares in PNBC and asked that question,he was not aware of the site. He also wants to vote his shares at the annual meeting. I explained what he had to do to accomplish that,and I asked if he knew anyone who held shares in PNBC and he said he did. I asked him to contact that person and let him/her know about MYPNBC.
If everyone just contacted one shareholder and that person then contacted a friend I can see a movement starting. MYPNBC can sell itself, but we have to make everyone aware that this wonderful resource exists.

SEC Info – Princeton National Bancorp Inc – 10-K – For 12/31/03 – EX-14.

Compensation of Directors

Each director of the Corporation who is not also an employee of the Corporation or an employee or director of Citizens Bank received a $250 fee for each Board meeting attended and a $3,000 retainer. Each director of the Corporation who is also a director of Citizens Bank and who is not an employee of the Corporation or Citizens Bank received a $100 fee for each Board meeting of the Corporation attended in 2010. Each director of the Corporation, other than Directors Janko and Lee, was also a director of Citizens Bank during 2010. In addition, in 2010, each non-employee director of the Corporation was awarded a grant of 2,000 stock options. The options vest over three years at a rate of one-third per year, have an exercise price of $3.64 (the average of the low and high price on grant date) and expire on December 31, 2020.

During 2010, each director of Citizens Bank who is not also an employee was paid a retainer ($19,000 per annum) plus a fee for each Board and Committee meeting attended. Each director of Citizens Bank who is not also an employee, other than the Chairman of the Board, received a $100 fee for each Citizens Bank Board meeting and a $100 fee for each Committee meeting attended in 2010. The Chairman of the Board of Citizens Bank received a $200 fee for each Board meeting attended and a $150 fee for each Committee meeting attended in 2010. The Chairman of the Audit Committee received a $150 fee for each Audit Committee meeting attended in 2010.

PNBC/CFNB Director Compensation

Today a lead article at The Street.com was headlined “155 Banks On The Brink” and and Citizens was one of the155. This piqued my curiosity about how bad are the numbers as published. We first need to define the capitalization categories and I have copied them from The Street.com below.

Then we can look at the numbers and determine what category we fall into. We should also look at how close we are to jumping into the next best category.

These are the numbers and stats:

39th from the best at 3.93% Tier 1 Leverage Ratio ( undercapitalized )

31st from the best at 5.91% Tier 1 Risk based Capital Ratio ( adequately capitalized )

32nd from the best at 7.18% Total Risk based Capital Ratio ( undercapitalized )

43rd from the best 11.06% Non Performing Assets ( top 1/3 percentile )

3rd from the highest 1,032,000,000 Total Assets ( FDIC could close 25 of the lowest asset banks for what it would cost to close Citizens )

In order to put this in perspective keep in mind that undercapitalized is the middle category, not the bottom.

As bad as it is to be included in the group of 155 undercapitalized banks, I believe that the numbers paint a better picture than the headlines portray.

Does this mean that we should not pursue changes in the governance of Citizens,no.

In spite of those who post all negative’s on Citizen’s I believe there is hope to turn this ship around and I put my money on PNBC. And yes I am long PNBC.

Copy and Paste from Thestreet.com

When we speak of banks that are “well-capitalized” or “undercapitalized,” we are using strictly-defined regulatory terms.

More from Philip van Doorn

There are five regulator-defined capital categories used to describe an institution’s capital strength: well capitalized, adequately capitalized,

under capitalized, significantly undercapitalized and critically undercapitalized.

Each capital category has minimum requirements for the following three ratios:

Tier-1 leverage ratio: This is an institution’s core capital (total equity capital with adjustments for unrealized gains and losses on securities,

deferred tax benefits, non-qualifying preferred stock and other items) divided by its average total assets.
Tier-1 risk-based capital Ratio: Since this ratio uses risk-weighted assets as the denominator, it is usually higher than the tier-1 capital ratio.

Bank assets are weighted by risk on Schedule RC-R of the Call Report. For example, cash is weighed 0% risk. Performing single-family mortgages

have a 50% risk-weighting. Nonperforming loans will have higher risk-weightings. All securities and loans have risk-weightings defined by several factors,

including the issuer and agency ratings.
Risk-adjusted capital ratio: This is the ratio of total risk-based capital to total risk-weighted assets. Risk-based capital is (roughly) tier-1 capital plus

loan loss reserves. This is the ratio that most commonly slips below the minimum for an institution to be considered well capitalized under regulatory guidelines.

Capital Ratios and Regulatory Capital Categories

Taking those categories into account, the following are the criteria for determining a bank’s capital health:

Well Capitalized

Core capital to adjusted tangible assets as least 5%
Core capital to risk-weighted assets at least 6%
Risk-adjusted capital ratio at least 10%

Adequately Capitalized

Core capital to adjusted tangible assets at least 4%
Core capital to risk-weighted assets at least 4%
Risk-adjusted capital ratio at least 8%

Undercapitalized

Core capital to adjusted tangible assets less than 4%
Core capital to risk-weighted assets less than 4%
Risk-adjusted capital ratio less than 8%

Significantly Undercapitalized

Core capital to adjusted tangible assets less than 3%
Core capital to risk-weighted assets less than 3%
Risk-adjusted capital ratio at least less than 6%

Critically Undercapitalized

Tangible equity ratio less than 2%

The tangible equity ratio is an institution’s tier-1 capital, plus non-qualifying preferred stock. For all the institutions on our list,the tangible equity ratio

equals the tier-1leverage ratio.

The vast majority of institutions are well capitalized, and many greatly exceed the minimum requirements for a well-capitalized institution.

Out of 8,459 domestic banks and thrifts reporting as of Sept. 30, 2008, all were well capitalized except for 161 institutions.

Even slipping to adequately capitalized is something that institutions try very hard to avoid.

Bank Director :: FDIC Lawsuit Targets Directors at Failed Banks and Thrifts; TARPS Uncertain Legacy.

Good morning Dave.

No, there is no requirement that we include your nominee in the Proxy Statement and therefore we do not intend to do so.  If you appear in person at the meeting and make the nomination of your nominee, we do not intend to rule you or your nominee out of order.

Yes, your proposal will appear in the Proxy Statement.  The Company will include a statement in opposition to your proposal in the Proxy Statement; you should receive a copy of the opposition statement in February.

Lou Ann Birkey

Vice President – Investor Relations

And following is the proposal presented to the board Secretary  last Dec 13th. According to the email, it will appear on the proxy:

                                                                                                       Princeton National Bancorp, Inc.: Rule 14a-8 Proposal, December 13, 2011

Proxy Access

WHEREAS, Most long-term shareholders have no reasonable means to make board nominations with proxy access; and most long-term shareholders are anxious about the precipitous decline in the price of the stock or shares. 

RESOLVED, Shareholders asks our board, to the fullest extent permitted by law, to amend our bylaws and governing documents to allow shareowners to make board nominations as follows:

 1. The Company proxy statement, form of proxy, and voting instruction forms,shall include nominees of:

a. Any party of one or more shareholders that has held continuously, for two years, 1% of the Company’s securities eligible to vote for the election of directors, and/or

b. Any party of shareholders of whom one hundred or more satisfy SEC Rule14a-8(b) eligibility requirements.

 2. Any such party may make one nomination or, if greater, a number of nominations equal to 12% of the current number of board members, rounding down.

3. For any board election, no shareholder may be a member of more than one such nominating party. Board members, named executives under Regulation S-K, and Rule   13d filers seeking a change in control, may not be a member of any such party.

4. All members of any party satisfying item 1(a), and at least one hundred members of any party satisfying item 1(b) who meet Rule 14a-8(b) eligibility requirements, must affirm in writing that they are not aware, and have no reason to suspect, that any member of their party has an explicit or implicit, direct or indirect, agreement or understanding either to nominate or regarding the nature of any nomination, with anyone not a member of their party.

5. All board candidates and members originally nominated under these provisions shall be afforded fair treatment, equivalent to that of the board’s nominees. Nominees may include in the proxy statement a 500 word supporting statement. All board candidates shall be presented together, alphabetically by last name.

6. Any election resulting in a majority of board seats being filled by individuals nominated by the board and/or by parties nominating under these provisions shall be considered to not be a change in control by the Company, its board and officers.

7. Each proxy statement or special meeting notice to elect board members shall include instructions for nominating under these provisions, fully explaining all legal requirements for nominators and nominees under federal law, state law and company bylaws.

Respectfully submitted,

PRINCETON NATIONAL BANCORP INC Form: SC 13G, Received: 01/19/2007 14:49:28.

Constructive comments are appreciated, but I don’t even pretend to be trying to create a terrific blog. I am trying to acquaint more concerned stockholders with my opinion on the course of action that I believe needs to be taken by the bank. I am somewhat restricted as to the means by which that can be accomplished.

I wish the best for the bank, and I am hoping the stock can, once again gain value.  I think new direction is needed in  order to achieve new goals.

As soon as the information on the nominee is complete, I will post it. It will probably be available this week.

SEC Info – Bieber Gretta E – 4 – Princeton National Bancorp Inc – For 12/31/11.

SEC Info – Bruce Gary – 4 – Princeton National Bancorp Inc – For 12/31/11.

SEC Info – Ernat John – 4 – Princeton National Bancorp Inc – For 12/31/11.

SEC Info – Wesner Craig O – 4 – Princeton National Bancorp Inc – For 12/31/11.

SEC Info – Covert Sharon – 4 – Princeton National Bancorp Inc – For 12/31/11.

SEC Info – Janko Mark – 4 – Princeton National Bancorp Inc – For 12/31/11.

SEC Info – Samet Stephen – 4 – Princeton National Bancorp Inc – For 12/31/11.

SEC Info – Kurkowski Cindy – 4 – Princeton National Bancorp Inc – For 12/31/11.