AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CAPITAL CITY BANK GROUP, INC.
Pursuant to Sections 607.1003 and 607.1007 of the Florida Business
Corporation Act, the Articles of Incorporation of Capital City Bank Group,
Inc., a Florida corporation (the "Corporation"), are hereby amended and
restated in their entirety as follows:
ARTICLE I
Name, Principal Place of Business and
Registered Agent
The name of the Corporation is Capital City Bank Group, Inc. The
principal place of business of this Corporation shall be 217 North Monroe
Street, Tallahassee, Florida 32301. The name of the registered agent is
J. Kimbrough Davis at 217 North Monroe Street, Tallahassee, Florida 32301.
ARTICLE II
Purpose
The purpose for which the Corporation is organized is to engage in or
transact any and all lawful activities or business for which a corporation
may be incorporated under the laws of the State of Florida.
ARTICLE III
Capital Stock
The aggregate number of shares of all classes of capital stock which
this Corporation shall have authority to issue is Thirty-Three Million
(33,000,000), consisting of (i) Thirty Million (30,000,000) shares of
common stock, par value $.01 per share (the "Common Stock"), and (ii) Three
Million (3,000,000) shares of preferred stock, par value $.01 per share
(the "Preferred Stock").
The designation and the preferences, limitations and relative rights
of the Common Stock and the Preferred Stock of the Corporation are as
follows:
A. Provisions Relating to the Common Stock.
1. Except as otherwise required by law or as may be provided by the
resolutions of the Board authorizing the issuance of any class or series of
Preferred Stock, as hereinbelow provided, all rights to vote and all voting
power shall be vested exclusively in the holders of the Common Stock.
2. Subject to the rights of the holders of the Preferred Stock,
the holders of the Common Stock shall be entitled to receive when, as and if
declared by the Board, out of funds legally available therefor, dividends
payable in cash, stock or otherwise.
3. Upon any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, and after the holders of the
Preferred Stock shall have been paid in full the amounts to which they
shall be entitled (if any) or a sum sufficient for such payment in full
shall have been set aside, the remaining net assets of the Corporation
shall be distributed pro rata to the holders of the Common Stock in
accordance with their respective rights and interests.
B. Provisions Relating to the Preferred Stock.
1. The Preferred Stock may be issued from time to time in one
ormore classes or series, the shares of each class or series to have such
designations and powers, preferences and rights, and qualifications,
limitations and restrictions thereof as are stated and expressed herein and
in the resolution or resolutions providing for the issue of such class or
series adopted by the Board of Directors as hereinafter prescribed.
2. Authority is hereby expressly granted to and vested in the Board
to authorize the issuance of the Preferred Stock from time to time in one
or more classes or series, to determine and take necessary proceedings
fully to effect the issuance and redemption of any such Preferred Stock
and, with respect to each class or series of the Preferred Stock, to fix
and state by the resolution or resolutions from time to time adopted
providing for the issuance thereof the following:
a. Whether or not the class or series is to have voting rights, full
or limited, or is to be without voting rights;
b. The number of shares to constitute the class or series and the
designations thereof;
c. The preferences and relative, participating, optional or other
special rights, if any, and the qualifications, limitations or restrictions
thereof, if any, with respect to any class or series;
d. Whether or not the shares of any class or series shall be
redeemable and if redeemable the redemption price or prices, and the time
or times at which and the terms and conditions upon which such shares shall
be redeemable and the manner of redemption;
e. Whether or not the shares of a class or series shall be
subject to the operation of retirement or sinking funds to be applied to the
purchase or redemption of such shares for retirement, and if such
retirement or sinking fund or funds be established, the annual amount
thereof and the terms and provisions relative to the operation thereof;
f. The dividend rate, whether dividends are payable in
cash, stoc of the Corporation, or other property, the conditions upon which
and the times when such dividends are payable, the preference to or the relation
to the payment of the dividends payable on any other class or classes or
series of stock, whether or not such dividend shall be cumulative or
noncumulative, and if cumulative, the date or dates from which such
dividends shall accumulate;
g. The preferences, if any, and the amounts thereof which the
holders of any class or series thereof shall be entitled to receive upon
the voluntary or involuntary dissolution of, or upon any distribution of
the assets of the Corporation;
h. Whether or not the shares of any class or series shall be
convertible into, or exchangeable for, the shares of any other class or
classes or of any other series of the same or any other class or classes of
stock of the Corporation and the conversion price or prices or ratio or
ratios or the rate or rates at which such conversion or exchange may be
made, with such adjustments, if any, as shall be stated and expressed or
provided for in such resolution or resolutions; and
i. Such other special rights and protective provisions with respect
to any class or series as the Board may deem advisable.
The shares of each class or series of the Preferred Stock may
vary from the shares of any other series thereof in any or all of the
foregoing respects. The Board may increase the number of shares of the
Preferred Stock designated for any existing class or series by a resolution
adding to such class or series authorized and unissued shares of the
Preferred Stock not designated for any other class or series. The Board
may decrease the number of shares of the Preferred Stock designated for any
existing class or series by a resolution, subtracting from such series
unissued shares of the Preferred Stock, designated for such class or
series, and the shares so subtracted shall become authorized, unissued and
undesignated shares of the Preferred Stock.
ARTICLE IV
Existence
The Corporation shall exist perpetually unless sooner dissolved according to
law.
ARTICLE V
Management of the Corporation
The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and
of its directors and shareholders:
A. The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors. In addition to the
powers and authority expressly conferred upon them by Statute or by these
Amended and Restated Articles of Incorporation or the Bylaws of the
Corporation, the directors are hereby empowered to exercise all such powers
and do all such acts and things as may be exercised or done by the
Corporation.
B. Any action required or permitted to be taken by the shareholders
of the Corporation must be effected at a duly called Annual or Special
Meeting of Shareholders of the Corporation and may not be effected by any
consent in writing by such shareholders.
C. Special Meetings of Shareholders of the Corporation may be called
by the Board of Directors pursuant to a resolution adopted by a majority of
the total number of authorized directors (whether or not there exist any
vacancies in previously authorized directorships at the time any such
resolution is presented to the Board for adoption) (the "Full Board"), or
by the holders of not less than fifty percent (50%) of all the votes
entitled to be cast on any issue at the proposed special meeting if such
holders of stock sign, date and deliver to the Corporation's Secretary one
or more written demands for the meeting describing the purpose or purposes
for which the special meeting is to be held.
ARTICLE VI
Number of Directors; Vacancies and Removal
A. The initial number of directors of the Corporation shall be seven
(7). The number of directors may be either increased or diminished from
time to time in the manner provided in the Bylaws, but shall never be less
than one (1) nor more than twenty-five (25). Commencing with the 1997
annual meeting of shareholders, the directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third (33 1/3%) of the Full
Board. The term of the Class I directors shall terminate on the date of
the 1998 annual meeting of shareholders, the term of the Class II directors
shall terminate on the date of the 1999 annual meeting of shareholders and
the term of the Class III directors shall terminate on the date of the 2000
annual meeting of shareholders. At each annual meeting of shareholders
beginning in 1998, successors to the class of directors whose term expires
at that annual meeting shall be elected for a three (3) year term. If the
number of directors has changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in
each class as nearly equal as possible, and any additional directors of any
class elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the remaining term of
that class, but in no case will a decrease in the number of directors
shorten the term of any incumbent director.
B. A director shall hold office until the annual meeting for
the year in which his term expires and until his successors shall be
elected and shall qualify, subject, however, to the director's prior death,
resignation, retirement, disqualification or removal from office. Subject
to the rights of the holders of any series of Preferred Stock then
outstanding, any vacancy on the Board of Directors, howsoever resulting
(including vacancies created as a result of a resolution of the Board of
Directors increasing the authorized number of directors), may be filled by
a majority of the directors then in office, even if less than a quorum, or
by a sole remaining director. Any director elected to fill a vacancy shall
hold office for a term that shall coincide with the term of the class to
which such director shall have been elected.
C. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any directors, or the entire Board of
Directors, may be removed from office at any time, but only for cause and
only by the affirmative vote of the holders of at least two-thirds (66
2/3%) of the voting power of all of the then outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors. "Cause" shall be defined as a breach of fiduciary duty
involving personal dishonesty, an intentional failure to perform stated
duties as a director which results in substantial loss to the Corporation
or a willful violation of any law, rule, regulation or final cease and
desist order which results in substantial loss to the Corporation.
D. Advance notice of shareholder nominations for the election
of directors and of business to be brought by shareholders before any
meeting of the shareholders of the Corporation shall be given in the manner
provided in Article VII herein and the Bylaws of the Corporation.
ARTICLE VII
Shareholder Nomination of Director Candidates
Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the Corporation. Nominations of persons for election to the
Board at an annual or special meeting of shareholders may be made (i) by or
at the direction of the Board by any nominating committee of or person
appointed by the Board or (ii) by any shareholder of the Corporation
entitled to vote for the election of directors at the meeting who complies
with the procedures set forth in this Article VII; provided, however, that
nominations of persons for election to the Board at a special meeting may
be made only if the election of directors is one of the purposes described
in the special meeting notice required by Section 607.0705 of the Florida
Business Corporation Act. Nominations of persons for election at annual
meetings, other than nominations made by or at the direction of the Board,
including by any nominating committee, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than one hundred
twenty (120) days nor more than one hundred eighty (180) days in advance of
the date of the Corporation's notice of annual meeting provided with
respect to the previous year's annual meeting; provided, however, that if
no annual meeting was held in the previous year or the date of the annual
meeting has been changed to be more than thirty (30) calendar days earlier
than the date contemplated by the previous year's proxy statement, such
notice by the shareholder to be timely must be received no later than the
close of business on the tenth (10th) day following the date on which
notice of the date of the annual meeting is given to shareholders or made
public, whichever first occurs. Such shareholder's notice to the Secretary
shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or re-election as a director at the annual meeting;
(i) the name, age, business address and residence address of the proposed
nominee, (ii) the principal occupation or employment of the proposed
nominee, (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the proposed nominee, and (iv)
any other information relating to the proposed nominee that is required to
be disclosed in solicitations for proxies for election of directors
pursuant to Rule 14a under the Securities Exchange Act of 1934, as amended;
and (b) as to the shareholder giving the notice of nominees for election at
the annual meeting, (i) the name and record address of the shareholder, and
(ii) the class and number of shares of capital stock of the Corporation
which are beneficially owned by the shareholder. The Corporation may
require any proposed nominee for election at an annual or special meeting
of shareholders to furnish such other information as may reasonably be
required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation. No person shall be
eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth herein. The Chairman of the
meeting shall, if the facts warrant, determine and declare in the meeting
that a nomination was not made in accordance with the requirements of this
Article VII, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
ARTICLE VIII
Acquisition Offers
The Board of Directors of the
Corporation shall consider all factors it deems relevant in evaluating any
proposed tender offer or exchange offer for the Corporation or any
Subsidiary's stock, any proposed merger or consolidation of the Corporation
or a Subsidiary with or into another entity and any proposal to purchase or
otherwise acquire all or substantially all the assets of the Corporation or
any Subsidiary. The Board of Directors shall evaluate whether the proposal
is in the best interests of the Corporation and its subsidiaries by
considering the best interests of the shareholders and other factors the
directors determine to be relevant, including the social, legal and
economic effects on employees, customers, depositors, and communities
served by the Corporation and any Subsidiary. The Board of Directors shall
evaluate the consideration being offered to the shareholders in relation to
the then current market value of the Corporation or any Subsidiary in a
freely negotiated transaction, and the Board of Directors' estimate of the
future value of stock of the Corporation or any Subsidiary as an
independent entity.
ARTICLE IX
Indemnification
Provided the person proposed to be indemnified satisfies the requisite standard
of conduct for permissive indemnification by a corporation as specifically set
forth in the applicable provisions of the Florida Business Corporation Act
(currently, Sections 607.0850(1) and (2) of the Florida Statutes), as the same
may be amended from time to time, the Corporation shall indemnify its officers
and directors, and may indemnify its employees and agents, to the fullest
extent permitted by the provisions of the Florida Business Corporation Act
and the Bylaws of the Corporation, as the same may be amended and
supplemented, from and against any and all of the expenses or liabilities
incurred in defending a civil or criminal proceeding, or other matters
referred to in or covered by said provisions, including advancement of
expenses prior to the final disposition of such proceedings and amounts
paid in settlement of such proceedings, both as to action in his or her
official capacity and as to action in another capacity while an officer,
director, employee or other agent. The indemnification provided for herein
shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or Disinterested Directors or otherwise. Such indemnification
shall continue as to a person who has ceased to be a director, officer,
employee or agent, and shall inure to the benefit of the heirs and personal
representatives of such a person. Except as otherwise required by law, an
adjudication of liability shall not affect the right to indemnification for
those indemnified.
ARTICLE X
Amendment
The Corporation reserves the right to amend or repeal any provision contained in
these Amended and Restated Articles of Incorporation in the manner prescribed by
the laws of the State of Florida and all rights conferred upon shareholders are
granted subject to this reservation; provided, however, that, notwithstanding
any other provision of these Amended and Restated Articles of Incorporation or
any provision of law which might otherwise permit a lesser vote or no vote, but
in addition to any votes of the holders of any class or series of the stock
of this Corporation required by law or by these Amended and Restated
Articles of Incorporation, the affirmative vote of (a) the holders of at
least two-thirds (66 2/3%) of the voting power of all of the then
outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class;
or (b) a majority of "Disinterested Directors", as defined in Florida
Statutes Section 607.0901(1)(h) as in effect on the date hereof, and the
holders of at least a majority of the voting power of the then-outstanding
shares of the capital stock of the Corporation entitled to vote generally
in the election of directors, voting together as a single class, shall be
required to amend or repeal any of Articles V, VI, VII, VIII, IX and X.
IN WITNESS WHEREOF, the undersigned, for the purpose of amending and restating
the Corporation's Articles of Incorporation pursuant to the laws of the State of
Florida, has executed these Amended and Restated Articles of Incorporation as of
May 1, 1996.
CAPITAL CITY BANK GROUP, INC.
/s/ William G. Smith, Jr.
William G. Smith, Jr.
President
CERTIFICATE
RE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CAPITAL CITY BANK GROUP, INC.
Capital City Bank Group, Inc., a Florida corporation (the "Corporation"),
hereby certifies, pursuant to and in accordance with Section 607.1007 of the
Florida Business Corporation Act for the purpose of filing its Amended and
Restated Articles of Incorporation (the "Amended and Restated Articles") with
the Department of State of the State of Florida, that:
1. The name of the Corporation is Capital City Bank Group, Inc.
2. The Amended and Restated Articles contain certain amendments to the
Corporation's Articles of Incorporation which require shareholder approval, and
the Amended and Restated Articles were unanimously adopted and approved by the
Corporation's Board of Directors and, pursuant to Sections 607.0725(6) and
607.1003(5)(b) of the Florida Statutes, by the holders of two-thirds (66_%)
of the issued and outstanding shares of the Corporation's Common Stock of
the Corporation, which was sufficient for approval and which was the only
class of capital stock authorized to vote on such issue, as of April 30,
1996.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
May 1, 1996.
CAPITAL CITY BANK GROUP, INC.
/s/ Willaim G. Smith, Jr.
William G. Smith, Jr.
President