ARTICLES OF AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION
OF
UNITED SECURITY BANCSHARES, INC.
(the "Corporation")
Pursuant to the provisions of Sections 10-2B-10.01 through 10.09 of the
Code of Alabama 1975, as amended, the undersigned Corporation adopts the
following Articles of Amendment to its Restated Articles of Incorporation:
FIRST: The name of the Corporation is United Security Bancshares,
Inc.
SECOND: The following amendment to the Restated Articles of
Incorporation (the "First Amendment") was adopted by the shareholders of
the Corporation on May 20, 1997, in the manner prescribed by the Alabama
Business Corporation Act:
ARTICLE FOURTH of the Restated Articles of Incorporation is
hereby deleted in its entirety and the following substituted
therefore:
FOURTH: The aggregate number of shares which the corporation
shall have authority to issue is 10,000,000 shares of common stock,
par value of $.01 per share.
THIRD: The number of shares of each voting group outstanding, the
number of shares of each voting group entitled to vote on the First
Amendment, and the number of shares entitled to vote as a voting group on
the First Amendment at the time of this adoption was:
Outstanding Shares Outstanding Shares Entitled
Voting Group Entitled to Vote to Vote as a Voting Group
Common 2,137,960 2,137,960
FOURTH: The number of shares of each voting group entitled to vote
on the First Amendment which voted FOR and AGAINST the First Amendment,
and which voted FOR and AGAINST the First Amendment as a voting group was
as follows:
Total Total Number of Shares Voted
Voted Voted as a Voting Group
Voting Group FOR AGAINST FOR AGAINST
Common 1,916,004 20,904 1,916,004 20,904
FIFTH: The following amendment to the Restated Articles of
Incorporation (the "Second Amendment") was adopted by the shareholders of
the Corporation on May 20, 1997, in the manner prescribed by the Alabama
Business Corporation Act:
New ARTICLE TENTH is added in its entirety to the Restated
Articles of Incorporation as follows:
TENTH: Notwithstanding anything to the contrary in these
Articles of Incorporation, the corporation's Bylaws or elsewhere,
the affirmative vote of two-thirds (2/3) of the total number of
directors is required to approve the following: (1) any tender offer
or exchange offer or any proposal for a merger made to the
corporation; (2) the sale of all the stock or assets of, or a
business combination involving the corporation or any of its
subsidiaries; (3) the sale of a substantial equity interest in, or
a substantial portion of the assets of the corporation or any of its
subsidiaries, including a plan of liquidation of the corporation or
any of its subsidiaries; or (4) the addition or removal of any
person with significant influence over major policymaking decisions
of the corporation, including, but not limited to, those persons
who, without regard to title, exercise the authority of one or more
of the following positions: chief executive officer, president,
chief operating officer, chief financial officer, chief lending
officer, or chief investment officer.
SIXTH: The number of shares of each voting group outstanding, the
number of shares of each voting group entitled to vote on the Second
Amendment, and the number of shares entitled to vote as a voting group on
the Second Amendment at the time of this adoption was:
Outstanding Shares Outstanding Shares Entitled
Voting Group Entitled to Vote to Vote as a Voting Group
Common 2,137,960 2,137,960
SEVENTH: The number of shares of each voting group entitled to vote
on the Second Amendment which voted FOR and AGAINST the Second Amendment,
and which voted FOR and AGAINST the Second Amendment as a voting group was
as follows:
Total Total Number of Shares Voted
Voted Voted as a Voting Group
Voting Group FOR AGAINST FOR AGAINST
Common 1,942,004 17,808 1,942,004 17,808
EIGHTH: The following amendment to the Restated Articles of
Incorporation (the "Third Amendment") was adopted by the shareholders of
the Corporation on May 20, 1997, in the manner prescribed by the Alabama
Business Corporation Act:
New ARTICLE ELEVENTH is added in its entirety to
the Restated Articles of Incorporation as follows:
ELEVENTH: No shareholder of the corporation shall
have any preemptive right to acquire any unissued shares
of the corporation of any class now or hereafter
authorized, or any securities convertible into, or
exchangeable for, any such shares, or any warrants or
any instruments evidencing rights or options to
subscribe for, purchase or otherwise acquire any such
shares, whether such shares, securities, warrants or
other instruments are now, or shall hereafter be,
authorized, unissued or issued and thereafter acquired
by the corporation.
NINTH: The number of shares of each voting group outstanding, the
number of shares of each voting group entitled to vote on the Second
Amendment, and the number of shares entitled to vote as a voting group on
the Second Amendment at the time of this adoption was:
Outstanding Shares Outstanding Shares Entitled
Voting Group Entitled to Vote to Vote as a Voting Group
Common 2,137,960 2,137,960
TENTH: The number of shares of each voting group entitled to vote
on the Second Amendment which voted FOR and AGAINST the Second Amendment,
and which voted FOR and AGAINST the Second Amendment as a voting group was
as follows:
Total Total Number of Shares Voted
Voted Voted as a Voting Group
Voting Group FOR AGAINST FOR AGAINST
Common 1,856,144 67,828 1,856,144 67,828
Dated June 30, 1997.
UNITED SECURITY BANCSHARES, INC.,
an Alabama corporation
By: /s/ Jack M. Wainwright, III, President
By: /s/ Larry M. Sellers, Secretary
This instrument prepared by:
John P. Dulin, Jr.
Maynard, Cooper & Gale, P.C.
1901 Sixth Avenue North
2400 AmSouth/Harbert Plaza
Birmingham, AL 35203
(205) 254-1000