Exhibit 3.2
State of North Carolina
Department of the Secretary of State
ARTICLES OF MERGER
Pursuant to North Carolina General Statute Sections 55-11-05(a), 55A-11-09(d), 55A-11-04, 57D-9-42, 59-73.32(a) and 59-1072(a), as applicable, the undersigned entity does hereby submit the following Articles of Merger as the surviving business entity in a merger between two or more business entities.
| | 1. | The name of the surviving entity isNew Century Bancorp, Inc., a(check one)x corporation,o nonprofit corporation,o professional corporation,o limited liability company, ¨ limited partnership,o partnership,o limited liability partnership organized under the laws of |
the State of North Carolina (state or country).
| 2. | The address of the surviving entity is: |
700 West Cumberland Street, Dunn, Harnett County, North Carolina 28334.
| (a) | (Complete only if the surviving business entity is a foreign business entity that is not authorized to transact business or conduct affairs in North Carolina.)The mailing address of the surviving foreign business entity is: |
Street Address______________________________________ City_____________________
State_______________________ Zip Code_____________ County____________________
The Surviving foreign business entity will file a statement of any subsequent change in its mailing address with the North Carolina Secretary of State.
| 3. | Foreach merging entity:(if more than one, complete on separate sheet and attach.) |
The name of the merged entity isSelect Bancorp, Inc., a (check one)xcorporation, o nonprofit corporation,o professional corporation,o limited liability company,o limited partnership,o partnership,o limited liability partnership organized under the laws of
the State of North Carolina(state or country).
The mailing address of each merging entity is: (if more than one, complete on separate sheet and attach)
3600 Charles Blvd, Greenville, Pitt County, North Carolina, 27858.
| 4. | If the surviving business entity is adomestic business entity, the text of each amendment, if any, to the Articles of Incorporation, Articles of Organization, or Certificate of Limited Partnership within the Plan of Merger is attached. |
SeeExhibit A.
| 5. | A Plan of Merger has been duly approved in the manner required by law by each of the business entities participating in the merger. |
| 6. | These articles will be effective upon filing unless a delayed date and/or time is specified: |
These Articles of Merger will be effective at 6:01 p.m. on July 25, 2014.
This the 24th day of July, 2014.
| | |
| | NEW CENTURY BANCORP, INC. |
| | | |
| | By: | /s/ William L. Hedgepeth II |
| | Name: | William L. Hedgepeth II |
| | Title: | President and Chief Executive Officer |
EXHIBIT A
TO
ARTICLES OF MERGER
OF
NEW CENTURY BANCORP, INC.
Article I of the Articles of Incorporation of the surviving business entity shall be amended and restated in its entirety as follows:
ARTICLE I
The name of the corporation isSelect Bancorp, Inc. (herein referred to as the “Corporation”).
