EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
NEWNAN HOLDINGS, INC.
1.
The name of the Corporation is: "Newnan Holdings, Inc.."
2.
The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
3.
The object of the Corporation is pecuniary gain and profit, and the
Corporation is formed for the purpose of becoming and operating as a bank
holding company and engaging in such related and permissible activities in
connection therewith as the Board of Directors may from time to time specify by
resolution.
4.
(a) The Corporation shall have authority to issue Eight Million
(8,000,000) shares of common stock (the "Common Stock"), $1.00 par value, and
Eight Million (8,000,000) shares of preferred stock (the "Preferred Stock").
(b) The Board of Directors of the Corporation is authorized, subject to
limitations prescribed by law and the provisions of this Article, to provide for
the issuance of the shares of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of
Georgia to establish from time to time the number of shares to be included in
each such series, and to fix the designation, powers, preferences, and relative
rights of the shares of each such series and the qualifications, or restrictions
thereof. The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:
(i) The number of shares constituting that series and the distinctive
designation of that series;
(ii) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the
relative rights of priority, if any, of payments of dividends on
shares of that series;
(iii) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting
rights;
(iv) Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provisions
for adjustment of the conversion rate in such events as the Board of
Directors shall determine;
(v) Whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable, and the
amount per share payable in case of redemption, which amount may
vary under different conditions and at different redemption rates;
(vi) Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount
of such sinking fund;
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(vii) The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding-up of the
Corporation, and the relative rights of priority, if any, of payment
of shares of that series; and
(viii) Any other relative rights, preferences and limitations of that
series.
5.
The initial registered office of the Corporation shall be at 19 Jefferson
Street, Newnan, Georgia 30264. The initial registered agent of the Corporation
at such address shall be Tom Moat.
6.
The mailing address of the initial principal office of the corporation is
P.O. Drawer 400, Newnan, Georgia 30264.
7.
(a) The Board of Directors shall be divided into three (3) classes,
Class I, Class II and Class III, which shall be as nearly equal in number as
possible. Each director in Class I shall be elected to an initial term of one
(1) year, each director in Class II shall be elected to an initial term of two
(2) years, each director in Class III shall be elected to an initial term of
three (3) years, and each director shall serve until the election and
qualification of his or her successor or until his or her earlier resignation,
death or removal from office. Upon the expiration of the initial terms of
office for each Class of directors, the directors of each Class shall be elected
for
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terms of three (3) years, to serve until the election and qualification of their
successors or until their earlier resignation, death or removal from office.
(b) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 7 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote in an election of
directors, at any regular or special meeting of the shareholders, and notice of
the proposed change must be contained in the notice of the meeting.
8.
(a) Except as provided in paragraph (b) of this Article 8, the Board of
Directors shall have the right to adopt, amend or repeal the bylaws of the
Corporation by the affirmative vote of a majority of all directors then in
office, and the shareholders shall have such right by the affirmative vote of a
majority of the issued and outstanding shares of the Corporation entitled to
vote in an election of directors.
(b) Notwithstanding paragraph (a) of this Article 8, any amendment of
the bylaws of the Corporation changing the number of directors shall require the
affirmative vote of two-thirds (2/3) of all directors then in office or the
affirmative vote of the holders of two-thirds (2/3) of the issued and
outstanding shares of the Corporation entitled to vote in an election of
directors, at any regular or special meeting of the shareholders, and notice of
the proposed change must be contained in the notice of the meeting.
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9.
(a) At any shareholders' meeting with respect to which notice of such
purpose has been given, the entire Board of Directors or any individual director
may be removed without cause only by the affirmative vote of the holders of at
least two-thirds (2/3) of the issued and outstanding shares of the Corporation
entitled to vote in an election of directors.
(b) At any shareholders' meeting with respect to which notice of such
purpose has been given, the entire Board of Directors or any individual director
may be removed with cause only by the affirmative vote of the holders of at
least a majority of the issued and outstanding shares of the Corporation
entitled to vote in an election of directors.
(c) For purposes of this Article 9, a director of the Corporation may be
removed for cause if (i) the director has been convicted of a felony; (ii) any
bank regulatory authority having jurisdiction over the Corporation requests or
demands the removal; or (iii) at least two-thirds (2/3) of the directors of the
Corporation then in office, excluding the director to be removed, determine that
the director's conduct has been inimical to the best interests of the
Corporation.
(d) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 9 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote in an election of
directors, at any regular or special meeting of the shareholders, and notice of
the proposed change must be contained in the notice of the meeting.
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10.
The initial Board of Directors of the Corporation shall consist of three
(3) members who shall be and whose addresses are:
J. Littleton Glover, Jr. 18 Woodlane Drive
Newnan, Georgia 30263
Tom Moat 3 Brookwood Drive
Newnan, Georgia 30263
Ellis A. Mansour 7 Mission Drive
Newnan, Georgia 30263
11.
(a) A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages, for breach of any duty as
a director, except for liability for:
(i) any appropriation, in violation of his or her duties, of any
business opportunity of the Corporation;
(ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(iii) the types of liability set forth in Section 14-2-832 of the
Georgia Business Corporation Code dealing with unlawful
distributions of corporate assets to shareholders; or
(iv) any transaction from which the director derived an improper
material tangible personal benefit.
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(b) Any repeal or modification of this Article by the shareholders of
the Corporation shall be prospective only and shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.
(c) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 11 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote thereon, at any
regular or special meeting of the shareholders, and notice of the proposed
change must be contained in the notice of the meeting.
12.
Any action required by law or by the Bylaws of the Corporation to be taken
at a meeting of the shareholders of the Corporation, and any action which may be
taken at such a meeting, may be taken without a meeting, if written consent,
setting forth the action so taken, is signed by persons entitled to vote at a
meeting those shares having sufficient voting power to cast not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote were present and voted.
Notice of such action without a meeting by less than unanimous written consent
shall be given within ten (10) days after taking such action to those
shareholders of record on the date when the written consent is first executed
and whose shares were not represented on the written consent.
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13.
(a) Except as set forth in subparagraph (d) of this Article 13, the
affirmative vote of the holders of at least two-thirds (2/3) of the issued and
outstanding shares of the Corporation entitled to vote thereon shall be required
to approve:
(i) any merger or share exchange of the Corporation with or into
any other corporation; and
(ii) any sale, lease, exchange or other disposition of all or
substantially all of the assets of the Corporation to any
other corporation, person or other entity;
if, as of the record date for determination of shareholders entitled to notice
thereof and to vote thereon, such other corporation, person or entity which is a
party to such a transaction is the beneficial owner, directly or indirectly, of
five percent (5%) or more of the issued and outstanding shares of the
Corporation entitled to vote in an election of directors.
(b) For purposes of this Article 13, any corporation, person or other
entity shall be deemed to be the beneficial owner of any shares of the
Corporation:
(i) which it owns directly, whether or not of record; or
(ii) which it has the right to acquire, pursuant to any agreement
or understanding or upon exercise of conversion rights,
exchange rights, warrants or options or otherwise or the
right to vote pursuant to any agreement, arrangement or
understanding; or
(iii) which are beneficially owned, directly or indirectly
(including shares deemed to be owned through application of
subparagraph (b)(ii) above), by an "affiliate" or
"associate" (as those terms are defined in Rule 12b-2 of
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the General Rules and Regulations under the Securities
Exchange Act of 1934 as in effect on January 1, 1993) of the
other corporation, person or entity; or
(iv) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of
subparagraph (b)(ii) above), by any other corporation,
person or entity with which it or its "affiliate" or
"associate" (as defined above) has any agreement or
arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of shares of the Corporation.
For the purpose of determining whether a corporation, person or entity is
the beneficial owner of one or more of the issued and outstanding shares of the
Corporation, the issued and outstanding shares of the Corporation shall include
shares not in fact issued and outstanding but deemed owned through the
application of clauses (b)(ii), (iii) and (iv) above, but shall not include any
other shares which are not then issued and outstanding but which may be issuable
pursuant to any agreement or upon exercise of conversion rights, exchange
rights, warrants, options or otherwise.
(c) The Board of Directors shall have the power and duty to determine
for the purposes of this Article 13, on the basis of information known to the
Corporation, whether:
(i) such other corporation, person or entity beneficially owns,
directly or indirectly, more than five percent (5%) of the
issued and outstanding shares of the Corporation entitled to
vote in an election of directors;
(ii) a corporation, person or entity is an "affiliate" or
"associate" (as defined above) of another;
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(iii) any sale, lease, exchange or other disposition of part of
the assets of the Corporation involves substantially all of
the assets of the Corporation; and
(iv) the memorandum of understanding referred to in subparagraph
(d) below is substantially consistent with the transaction
covered thereby.
Any such determination shall be conclusive and binding for all purposes of
this Article 13.
(d) The provisions of this Article 13 shall not apply to:
(i) any merger or similar transaction with any corporation if
two-thirds (2/3) of the directors of the Corporation then in
office have approved a memorandum of understanding with such
other corporation with respect to such transaction prior to
the time that such other corporation shall have become the
beneficial owner of more than five percent (5%) of the
issued and outstanding shares of the Corporation entitled to
vote in an election of directors; or, after such acquisition
of 5% of the issued and outstanding shares, if two-thirds
(2/3) or more of the directors then holding office approve
such transaction prior to its consummation;
(ii) any merger or share exchange of the Corporation with, or any
sale or lease to the Corporation (or any subsidiary thereof)
of any assets of, or any sale or lease by the Corporation
(or any subsidiary thereof) of any of its assets to, any
corporation of which a majority of the outstanding shares of
all classes of stock entitled to vote in an election of
directors is owned of record or beneficially by the
Corporation and its subsidiaries.
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(e) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 13 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote thereon at any
regular or special meeting of the shareholders, and notice of the proposed
change must be contained in the notice of the meeting.
14.
(a) The Board of Directors, when evaluating any offer of another party
(i) to make a tender offer or exchange offer for any equity security of the
Corporation, (ii) to merge or consolidate any other corporation with the
Corporation, or (iii) to purchase or otherwise acquire all or substantially all
of the assets of the Corporation, shall, in determining what is in the best
interests of the Corporation and its shareholders, give due consideration to all
relevant factors, including without limitation: (A) the short-term and
long-term social and economic effects on the employees, customers, shareholders
and other constituents of the Corporation and its subsidiaries, and on the
communities within which the Corporation and its subsidiaries operate (it being
understood that any subsidiary bank of the Corporation is charged with providing
support to and being involved in the communities it serves); and (B) the
consideration being offered by the other party in relation to the then-current
value of the Corporation in a freely negotiated transaction and in relation to
the Board of Directors' then-estimate of the future value of the Corporation as
an independent entity.
(b) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 14 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote
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thereon, at any regular or special meeting of the shareholders, and notice of
the proposed change must be contained in the notice of the meeting.
15.
Should any provision of these Articles of Incorporation, or any clause
hereof, be held to be invalid, illegal or unenforceable, in whole or in part,
the remaining provisions and clauses of these Articles of Incorporation shall
remain valid and fully enforceable.
IN WITNESS WHEREOF, the undersigned has caused these Amended and Restated
Articles of Incorporation to be executed, this ____ day of May, 1996.
NEWNAN HOLDINGS, INC.
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Tom Moat
President
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