CERTIFICATE OF INCORPORATION OF
UNITED SECURITY BANCSHARES, INC.
ARTICLE 1
NAME
1.1 The name of the Corporation is United Security Bancshares, Inc.
ARTICLE 2
REGISTERED OFFICE AND REGISTERED AGENT
2.1 The address of the registered office of the Corporation in the State
of Delaware is 1209 Orange Street, in the city of Wilmington, county of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.
ARTICLE 3
PURPOSES, OBJECTS AND POWERS
3.1 The nature of the business and the objects and purposes proposed to
be transacted, promoted and carried on are to do any or all the things herein
mentioned, as fully and to the same extent as natural persons might or could do,
and in any part of the world, and to engage in any lawful act or activity for
which Corporations may be organized under the General Corporation Law of the
State of Delaware, as amended.
ARTICLE 4
STOCK
4.1 The total number of shares of capital stock that the Corporation
shall have authority to issue is ten million (10,000,000) shares of one class of
common stock, par value $0.01 per share.
ARTICLE 5
INCORPORATOR
5.1 The incorporator is Larry M. Sellers whose mailing address is 131
West Front Street, Thomasville, Alabama 36784.
ARTICLE 6
BOARD OF DIRECTORS
6.1 The number of Directors which shall constitute the whole Board of
Directors shall be as determined from time to time by resolution and adopted by
the affirmative vote of a majority of the Board of Directors, but the number
shall not be less than three (3) or more than twenty-five (25) Directors;
provided that the number of Directors shall not be decreased if such decrease
would have the effect of shortening the term of an incumbent Director.
6.2 Unless and except to the extent that the Bylaws of the Corporation
shall so require, the election of Directors of the Corporation need not be by
written ballot.
6.3 The vote of a majority of the Directors present at a meeting at which
a quorum is in attendance shall be the act of the Board of Directors, unless the
vote of a different number is required by this Certificate of Incorporation or
the Bylaws. Notwithstanding anything to the contrary in this Certificate of
Incorporation or Bylaws, 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 of 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.
ARTICLE 7
VOTING RIGHTS
7.1 Any action required to be taken at any annual or special meeting of
the stockholders, or any action which may be taken at any such meeting, may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action to be taken, shall be signed by
all of the stockholders entitled to vote with respect to the subject matter
thereof. Any such written consent or consents shall be delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded.
Delivery made to the Corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested.
7.2 The Board of Directors shall have concurrent power with the
stockholders as set forth in this Certificate of Incorporation to adopt, amend,
or repeal (collectively "Amend") the Bylaws of the Corporation. The Board of
Directors may Amend the Bylaws of the Corporation upon the affirmative vote of
the number of Directors which shall constitute, under the terms of the Bylaws,
the action of the Board of Directors. The stockholders may amend the Bylaws of
the Corporation upon the affirmative vote of the holders of not less than a
majority of the votes entitled to be cast by the holders of all of the
outstanding shares of the voting stock, voting together as a class.
ARTICLE 8
COMPROMISE OR ARRANGEMENT
8.1 Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof, or on
application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of Section 279 of Title 8
of the Delaware Code, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, to be summoned in such manner as the said court directs. If all
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.
ARTICLE 9
DIRECTOR LIABILITY
9.1 No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for a breach of a fiduciary
duty as a Director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Neither the
repeal nor the modification of this Article Nine nor the adoption of any
provisions of the Certificate of Incorporation of the Corporation inconsistent
with this Article NINTH shall adversely affect the rights of any Director of the
Corporation with respect to any matter occurring, or any cause of action, suit
or claim that, but for this Article NINTH, would accrue or arise, prior to such
repeal, modification or adoption of any inconsistent provision.
ARTICLE 10
MERGER
10.1 When considering a merger, consolidation, business combination (as
defined in Section 203 of the General Corporation Law of the State of Delaware)
or similar transaction, the Board of Directors, committees of the Board of
Directors, individual Directors and individual Officers may, in considering the
best interests of the Corporation and its stockholders, consider the effects of
any such transaction upon the employees, customers and suppliers of the
Corporation, and upon communities in which offices of the Corporation are
located, to the extent permitted by Delaware law.
ARTICLE 11
INDEMNIFICATION
11.1 Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter, a "proceeding"), by reason of the fact that he or she is or was a
director or an 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 an employee benefit plan (hereinafter an "indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in 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 the Delaware General
Corporation Law, as the same exists or may 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 attorneys' fees, judgments, fines, ERISA excise
tax or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
except as provided in Section 11.3 hereof with respect to proceedings to
enforce rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation.
11.2 Right to Advancement of Expenses. The right to indemnification
conferred in Section 11.1 of this Article 11 shall include the right to be paid
by the Corporation the expenses (including attorneys' fees) incurred in
defending any such proceeding in advance of its final disposition (hereinafter,
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter, an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is not further right to appeal (hereinafter, a "final
adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section 11.2 or otherwise. The rights to
indemnification and to the advancement of expenses conferred in Section 11.1
and 11.2 of this Article 11 shall be contract rights and such rights shall
continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators.
11.3 Right of Indemnitee to Bring Suit. If a claim under Section
11.1 or 11.2 of this Article 11 is not paid in full by the Corporation within
sixty (60) days after a written claim therefor has been received by the
Corporation (except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty (20) days) the indemnitee
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in whole or in part in any such
suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also to the expense of prosecuting or defending such suit.
In (a) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that and (b) in any suit brought
by the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the Corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met any applicable
standard for indemnification set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee
is proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel or its stockholders) that the indemnitee has not met
such applicable standard of conduct shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article 11 or otherwise, shall be on the
Corporation.
11.4 Non-Exclusivity of Rights. The right to indemnification and to
the advancement of expenses conferred in this Article 11 shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, this Certificate of Incorporation of the Corporation, these Bylaws,
any agreement or vote of stockholder or disinterested directors or otherwise.
11.5 Insurance. 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 any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
11.6 Indemnification of Employees and Agents. 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 11 with respect to the indemnification and advancement of expenses of
directors and officers of the Corporation.
THE UNDERSIGNED, being the incorporator hereinabove named, for the purpose
of forming a Corporation pursuant to the General Corporation Law of the State of
Delaware, as amended, makes the certificate as of June 8, 1999, declaring and
certifying that this is his act and deed and that the facts herein stated are
true.
Larry M. Sellers