RESTATED ARTICLES OF INCORPORATION
OF
UNITED SECURITY BANCSHARES, INC.
The undersigned, acting as incorporator of a corporation under the Code of
Alabama, adopts the following Articles of Incorporation for such corporation:
FIRST: The name of the corporation is United Security Bancshares, Inc.
SECOND: The period of its duration is perpetual.
THIRD: The purpose or purposes for which the corporation is organized are
to engage in business as a bank holding company under the Bank Holding Company
act of 1956, as amended, and to transact any or all lawful business for which
corporations may be incorporated under the Alabama Business Corporation Act.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 2,400,000 shares of common stock, par value of $0.01 per
share.
FIFTH: The address of the initial registered office of the corporation is
131 West Front Street, Thomasville, Alabama, 36784, and the name of the initial
registered agent at such address is Robert F. Adams.
SIXTH: The number of directors constituting the initial Board of Directors
of the corporation is nine (9), and the names and addresses of the persons who
are to serve as directors until the first annual meeting of shareholders or
until their successors are elected and shall qualify are:
NAME ADDRESS
Robert F. Adams Post Office Box 249
Thomasville, Alabama 36784
W. H. Andrews, Jr. Post Office Box 249
Thomasville, Alabama 36784
B. A. Cogle, Jr. Post Office Box 249
Thomasville, Alabama 36784
William G. Harrison, Jr. Post Office Box 249
Thomasville, Alabama 36784
Donald C. Nichols Post Office Box 249
Thomasville, Alabama 36784
L. E. Pope Post Office Box 249
Thomasville, Alabama 36784
Harold H. Spinks Post Office Box 249
Thomasville, Alabama 36784
William L. Spinks Post Office Box 249
Thomasville, Alabama 36784
J. C. Stanley Post Office Box 249
Thomasville, Alabama 36784
SEVENTH: The name and address of each incorporator is:
Robert F. Adams Post Office Box 249
Thomasville, Alabama 36784
EIGHTH: In amplification and not in limitation of the applicable
provisions of the Act:
Section 1.
(a) Except as provided in subsection (d) of this Section 1,
the Corporation (which term, for purposes of this Article, includes
any domestic or foreign predecessor entity of the Corporation in a
merger or other transaction in which the predecessor's existence
ceased upon consummation of the transaction) shall indemnify an
individual who is or was a director, officer, employee or agent of
the Corporation or an individual who, while a director, officer,
employee or agent of the Corporation, is or was serving at the
Corporation's request as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise (an "Indemnitee", which term includes, unless the context
requires otherwise, the estate or personal representative of such
individual) who was, is or has threatened to be made a named
defendant or respondent (a "Party") in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal (a
"Proceeding") because he or she is or was a director, officer,
employee or agent of the Corporation or, while a director, officer,
employee or agent of the Corporation, is or was serving at the
Corporation's request as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, against the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), all reasonable expenses, including counsel
fees, incurred with respect to a Proceeding ("Liability") incurred
in the Proceeding if:
(1) the Indemnitee conducted himself or herself in
good faith; and
(2) the Indemnitee reasonably believed:
(i) in the case of conduct in his or her
Official Capacity (meaning thereby (a) when used with
respect to a director, the office of director in the
Corporation; and (b) when used with respect to an
individual other than a director, the office in the
Corporation held by an officer or the employment or
agency relationship undertaken by the employee or agent
on behalf of the Corporation; "Official Capacity" does
not include service for any other foreign or domestic
corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise) with the
Corporation, that the conduct was in its best interest;
and
(ii) in all other cases that the conduct was at
least not opposed to its best interest; and
(3) in case of any criminal Proceeding the Indemnitee
had no reasonable cause to believe his or her conduct was
unlawful.
(b) An Indemnitee is considered to be serving an employee
benefit plan at the Corporation's request if his or her duties to
the Corporation also impose duties on, or otherwise involve services
by, the Indemnitee to the plan or to participants in or
beneficiaries of the plan. An Indemnitee's conduct with respect to
an employee benefit plan for a purpose he or she reasonably believed
to be in the interests of the participants in, and beneficiaries of,
the plan is conduct that satisfies the requirement of subsection
(a)(2)(ii) of this Section 1.
(c) The termination of a Proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the Indemnitee did
not meet the standard of conduct described in this section.
(d) The Corporation shall not indemnify an Indemnitee under
this section:
(1) in connection with a Proceeding by or in the right
of the Corporation in which the Indemnitee was adjudged liable
to the Corporation; or
(2) in connection with any other Proceeding charging
improper personal benefit to the Indemnitee, whether or not
involving action in his or her Official Capacity, in which the
Indemnitee was adjudged liable on the basis that personal
benefit was improperly received by him or her.
(e) Indemnification provided under this section in
connection with a Proceeding by or in the right of the Corporation
is limited to reasonable expenses, including counsel fees, incurred
in connection with the Proceeding.
Section 2. The Corporation shall indemnify an Indemnitee who
was successful, on the merits or otherwise, in the defense of any
Proceeding, or of any claim, issue or matter in such Proceeding,
where he or she was a Party because he or she is or was a director,
officer, employee or agent of the Corporation or, while a director,
officer, employee or agent of the Corporation, is or was serving at
the Corporation's request as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, against reasonable expenses, including counsel fees,
incurred in connection therewith, notwithstanding that he or she was
not successful on any other claim, issue or matter in any such
Proceeding.
Section 3.
(a) The Corporation may pay for or reimburse the reasonable
expenses, including counsel fees, incurred by an Indemnitee who was
a party to a Proceeding in advance of final disposition of the
Proceeding if:
(1) the Indemnitee furnishes the Corporation a written
affirmation of good faith and belief that he or she has met
the standard of conduct described in Section 1 above;
(2) the Indemnitee furnishes the Corporation a written
undertaking, executed personally or on the Indemnitee's
behalf, to repay the advance if it is ultimately determined
that the Indemnitee did not meet the standard of conduct, or
is not otherwise entitled to indemnification under Section
1(d), unless an indemnification is approved by the court under
the provisions of the Act;
(3) a determination is made that the facts then known
to those making the determination would not preclude
indemnification under this Article EIGHTH.
(b) The undertaking required by subsection (a)(2) above must
be an unlimited general obligation of the Indemnitee but need not be
secured and may be accepted without reference to financial ability
to make repayment.
(c) Determinations and authorizations of payment under this
section shall be made in the manner specified in Section 4 below.
Section 4.
(a) The Corporation may not indemnify an Indemnitee under
Section 1 above unless authorized in the specific case after a
determination has been made that indemnification of the Indemnitee
is permissible in the circumstances because the Indemnitee has met
the standard of conduct set forth in Section 1 above.
(b) The determination shall be made:
(1) by the board of directors of the Corporation by a
majority vote of a quorum consisting of directors not at the
time Parties to the Proceeding;
(2) if a quorum cannot be obtained under subdivision
(1) above, by a majority vote of a committee duly designated
by the board of directors (in which designation directors who
are Parties may participate) consisting solely of two or more
directors not at the time Parties to the Proceeding;
(3) by special legal counsel;
(i) selected by the board of directors as
committee in the manner prescribed in subdivision (1) or
(2) above; or
(ii) if a quorum of the board of directors
cannot be obtained under subdivision (1) and a committee
cannot be designated under subdivision (2), selected by
a majority vote of the full board of directors (in which
selection directors who are Parties may participate); or
(4) by the shareholders, but shares owned or voted
under the control of Indemnitees who are at the time Parties
to the Proceeding may not be voted on the determination. A
majority of the shares that are entitled to vote on the
transaction by virtue of not being owned by or under the
control of such Indemnitees constitutes a quorum for the
purpose of taking action under this section.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if
the determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under subsection (b)(3) to select
counsel.
Section 5. The Corporation may purchase and maintain
insurance, or furnish similar protection (including but not limited
to trust funds, self-insurance reserves or the like), on behalf of
an individual who is or was a director, officer, employee or agent
of the Corporation, who, while a director, officer, employee or
agent of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against
Liability asserted against or incurred by him or her in that
capacity or arising from his or her status as a director, officer,
employee or agent, whether or not the Corporation would have the
power to indemnify him or her against the same Liability under
Sections 1 or 2 above.
Section 6.
(a) Any indemnification, or advance for expenses, authorized
under this Article EIGHTH shall not be deemed exclusive of and shall
be in addition to that which may be contained in the Corporation's
bylaws, a resolution of its shareholders or board of directors, or
in a contract or otherwise.
(b) This Article EIGHTH does not limit the Corporation's
power to pay or reimburse expenses incurred by an Indemnitee in
connection with the Indemnitee's appearance as a witness in a
Proceeding at a time when he or she has not been made or named
defendant or respondent to the Proceeding.
NINTH: No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except liability for (a) the amount of a financial benefit
received by director to which he or she is not entitled; (b) an intentional
infliction of harm on the Corporation or the shareholders; (c) voting for or
assenting to any unlawful distribution, as defined in the Alabama Business
Corporation Act; (d) an intentional violation of criminal law; or (e) a breach
of the director's duty of loyalty to the Corporation or its shareholders. If
the Alabama Business Corporation Act hereafter is amended to further
eliminate or limit the liability of a director, then a director of the
Corporation, in addition to the circumstances in which a director is not
personally liable as set forth in the preceding sentence, shall not be liable
to the fullest extent permitted by the amended Alabama Business Corporation Act.
INCORPORATOR
/s/ Robert F. Adams
Robert F. Adams