EXHIBIT 1
Atlantic BancGroup, Inc. Articles of Incorporation Documents
ARTICLES OF INCORPORATION
OF
ATLANTIC BANCGROUP, INC.
In compliance with the requirements of Chapter 607, Florida Statutes, the
undersigned, being a natural person, does hereby act as an incorporator in
adopting and filing the following Articles of Incorporation for the purpose of
organizing a business corporation.
ARTICLE I - NAME
The name of the corporation is Atlantic BancGroup, Inc. ("Corporation").
The initial street address of the principal office of the Corporation is 1315
South Third Street, Jacksonville Beach, Florida 32250 or at such other place
within the State of Florida as the Board of Directors may designate.
ARTICLE II - NATURE OF BUSINESS
The Corporation has been formed to be the bank-holding company of Oceanside
Bank, state-chartered bank. The Corporation may engage in or transact any or all
lawful activities or business permitted under the laws of the United States and
the State of Florida, or any other state, country, territory or nation.
ARTICLE III - CAPITAL STOCK
Section 1 - Classes of Stock: The total number of shares of all classes of
capital stock which the Corporation shall have authority to issue is 12,000,000,
consisting of:
A. 2,000,000 shares of preferred stock ("Preferred Stock"); and
B. 10,000,000 shares of common stock, par value one cent
($0.01) per share ("Common Stock").
Section 2 - Common Stock: There shall be one class of Common Stock. Each
share of Common Stock shall have the same relative rights and be identical in
all respects with every other share of Common Stock. The holders of Common Stock
are entitled to elect the members of the Board of Directors of the Corporation
and such holders are entitled to vote as a class on all matters required or
permitted to be submitted to the shareholders of the Corporation. Each holder of
Common Stock is entitled to one vote per share. No holder of any class of stock
of the Corporation has preemptive rights with respect to the issuance of shares
of that or any other class of stock and the Common Stock is not entitled to
cumulative voting rights with respect to the election of directors.
Section 3 - Preferred Stock: The Board of Directors is authorized, subject
to any limitations prescribed by law, to provide for the issuance of the shares
of Preferred Stock in series, and by filing a certificate pursuant to the
applicable laws of the State of Florida (such certificate being hereinafter
referred to as a "Preferred Stock Designation"), to establish from time to time
the number of shares to be included in each such series and to fix the stated
value, designation, powers, preferences and right of the shares of each such
series and any qualifications, limitations or restrictions thereof. The number
of authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares then outstanding) by the affirmative vote of the
holders of a majority of the Common Stock, without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such holders is
required pursuant to the terms of any Preferred Stock Designation.
ARTICLE IV - INITIAL REGISTERED AGENT AND STREET ADDRESS
The name of the registered agent is Igler & Dougherty, P.A., 1501 Park
Avenue East, Tallahassee, Florida 32301, which address is also the address of
the Registered Office of the Corporation.
ARTICLE V - MANAGEMENT OF THE CORPORATION
Section 1 - Authority of the Board: 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 the Florida Statutes or by these 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.
Section 2 - Action by Shareholders: 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.
Section 3 - Special Meeting of Shareholders: Special Meeting 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 Chairman of the Board or Chief Executive Officer of the
Corporation, or by shareholders holding at least 20% of the outstanding shares
of the Corporation.
ARTICLE VI - DIRECTORS
Section 1 - Number of Directors: The Board of Directors of the Corporation
shall be comprised of not less than three (3) nor more than fifteen (15)
directors and shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the Full Board as
set forth in the Corporation's Bylaws. The Board of Directors is authorized to
increase the number of directors by no more than two and to immediately appoint
persons to fill the new director positions until the next Annual Meeting of
Shareholders, at which meeting the new director positions shall be filled by
persons elected by the shareholders of the voting power of all the
then-outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.
Section 2 - Election and Term: Directors shall be elected by a plurality of
the votes cast by the shares entitled to vote in the election at a meeting at
which a quorum is present. The term of the initial directors of the Corporation
expires at the first shareholders' meeting at which directors are elected.
Section 3 - Classes: The Directors shall be divided into three classes, as
nearly equal in number as reasonably possible, with the term of office of the
first class (Class I) to expire at the 1999 Annual Meeting of the Shareholders,
the term of office of the second class (Class II) to expire at the 2000 Annual
Meeting of Shareholders and the term of office of the third class (Class III) to
expire at the 2001 Annual Meeting of Shareholders. At each Annual Meeting of
Shareholders following such initial classification and election, directors
elected to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding Annual Meeting of Shareholders
after their election.
Section 4 - Vacancies: Subject to the rights of the holders of any series
of Preferred Stock then outstanding, newly created directorships resulting from
any increase in the authorized number of directors of any vacancies in the Board
of Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause may be filled only by a majority vote of the
directors then in office, though less than a quorum. Directors so chosen shall
hold office for a term expiring at the next Annual Meeting of Shareholders. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
Section 5 - Notice: 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 the Bylaws of the Corporation.
Section 6 - Removal by Shareholders: Subject to the rights of the holders
of any series of Preferred Stock then outstanding, any director, or the entire
Board of Directors, may be removed from office at any time by a majority 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, voting
together as a single class.
Section 7- Initial Board of Directors: The initial Board of Directors shall
consist of ten (10) members. The names and address of the persons who will serve
on the initial Board of Directors are:
Name Address
Frank J. Cervone 91 Nina Lane
Ponte Vedra Beach, FL 32082
Barry W. Chandler 1022 Seawood Drive
Neptune Beach, FL 32266
Jimmy D. Dubberly 108 Greenwood Drive
Glennville, GA 30427
Donald F. Glisson, Jr. 2195 Osprey Point Drive
Jacksonville, FL 32224
Willard B. Nicholson, Jr. 699 Beach Avenue
Atlantic Beach, FL 32233
Robin Scheiderman 3419 Lands End Drive
St. Augustine, Florida 32095
Gordon K. Watson 1262 Fish Hook Way
Ponte Vedra Beach, FL 32082
Conrad I. Williams 314 12th Street
Atlantic Beach, FL 32233
M. Michael Witherspoon 3343 Lighthouse Pointe Lane
Jacksonville, FL 32250
Dennis M. Wolfson 9548 Waterford Road
Jacksonville, FL 32257
ARTICLE VIII - ACQUISITION OFFERS
The Corporation shall not be merged or consolidated with another
corporation or entity and the Corporation shall not sell or otherwise dispose of
all or substantially all of the properties or assets of the Corporation unless
such merger, consolidation, sale or disposition is approved by a vote of at
least 70% of the outstanding shares of common stock of the Corporation.
The Board of Directors of the Corporation, when evaluating any offer of
another Person to: (i) make a tender or exchange offer for any equity security
of the Corporation, (ii) merge or consolidate the Corporation with another
corporation or entity, or (iii) purchase or otherwise acquire all or
substantially all of the properties and assets of the Corporation, shall, in
connection with the exercise of its judgment in determining what is in the best
interest of the Corporation and its shareholders, give due consideration to all
relevant factors including, without limitation, the social and economic effect
of acceptance of such offer on the Corporation's present and future customers
and employees and those of its Subsidiaries; on the communities in which the
Corporation and its Subsidiaries operate or are located; on the ability of the
Corporation to fulfill its corporate objectives as a financial institution
holding company and on the ability of its subsidiary financial institutions to
fulfill the objectives of such institutions under applicable statutes and
regulations.
ARTICLE VIII - INCORPORATOR
The name and street address of the person signing these Articles of
Incorporation is:
Name Address
Sam Lester, Esq. Igler & Dougherty, P.A.
1501 Park Avenue East
Tallahassee, Florida 32301
ARTICLE IX - INDEMNIFICATION
The Corporation shall indemnify its directors, officers, employees, and
agents to the fullest extent permitted by Florida law.
ARTICLE XIII - AMENDMENT
The Corporation reserves the right to amend or repeal any provision
contained in these Articles of Incorporation in the manner prescribed by Chapter
607, Florida Statutes, and all rights conferred upon shareholders are granted
subject to this reservation; however, an affirmative vote of at least 70% of the
outstanding common stock of the Corporation shall be necessary to amend Section
6 of Article VI and Article VIII of these Articles.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 22 day of October, 1998.
/s/ Sam Lester
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Sam Lester, Esq.
Incorporator/General Counsel
CERTIFICATE OF DESIGNATION OF
REGISTERED AGENT/REGISTERED OFFICE
PURSUANT TO THE PROVISIONS OF SECTION 607.0501, FLORIDA STATUTES, THE
UNDERSIGNED CORPORATION, ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA,
SUBMITS THE FOLLOWING STATEMENT IN DESIGNATING THE REGISTERED THE REGISTERED
OFFICE/REGISTERED AGENT, IN THE STATE OF FLORIDA.
1. The name of the corporation is Atlantic BancGroup, Inc.
2. The name and address of the registered agent and office is:
Igler & Dougherty, P.A.
1501 Park Avenue East
Tallahassee, Florida 32301
Having been named as registered agent and to accept service of process for the
above stated corporation at the place designated in this certificate, I hereby
accept the appointment as registered agent and agree to act in this capacity. I
further agree to comply with the provisions of all statutes relating to the
proper and complete performance of my duties, and I am familiar with and accept
the obligations of my position as registered agent.
Igler & Dougherty, P.A.
By: /s/ Sam Lester October 22, 1998
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Sam Lester, Esq. Date