EXHIBIT 3.(i)
ARTICLES OF INCORPORATION
OF
QUITMAN BANCORP, INC.
ARTICLE 1.
NAME AND ADDRESS. The name of the corporation is Quitman Bancorp, Inc.
(hereinafter referred to as the "Corporation") and its principal executive
office is located at 100 West Screven Street, Quitman, Georgia.
ARTICLE 2.
REGISTERED AGENT; REGISTERED OFFICE. The name of the Corporation's
Registered Agent is Melvin E. Plair, who is a resident of the State of Georgia
and is the President and a director of the Corporation. The post office address
of the Corporation's registered office is at 100 West Screven Street, Quitman,
Georgia.
ARTICLE 3.
PURPOSE; POWERS. The purpose of the Corporation is to act as a savings
and loan holding company and to engage in any lawful act or activity for which
corporations may be organized under the Georgia Business Corporation Code
(hereinafter referred to as the "Code"). The Corporation shall have all the
powers of a corporation organized under said Code.
ARTICLE 4.
DURATION. The duration of the Corporation shall be perpetual.
ARTICLE 5.
CAPITAL STOCK.
A. AUTHORIZED STOCK. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is five million
(5,000,000), of which four million (4,000,000) shall be shares of
common stock, $0.10 par value per share (hereinafter referred to as the
"Common Stock"), and of which one million (1,000,000) shall be shares
of preferred stock, no par value per share (hereinafter referred to as
the "Preferred Stock"). The aggregate par value of all authorized
shares (of all classes) having a par value is $400,000.
B. COMMON STOCK. Except to the extent to which the Board of Directors
shall have specified voting power with respect to any other class of
stock and except as otherwise provided by law, the exclusive voting
power shall be vested in the Common Stock, the holders thereof being
entitled to one vote for each share of such Common Stock standing in
his or her name on the books of the Corporation. Subject to any rights
and preferences of any other class of stock, holders of Common Stock
are entitled to such dividends as may be declared by the Board of
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Directors out of funds lawfully available therefor. Upon any
liquidation, dissolution, or winding up of the affairs of the
Corporation, whether voluntary or involuntary, holders of Common Stock
are entitled to receive pro rata the remaining assets of the
Corporation after the holders of any class of stock ranking prior to
the Common Stock have been paid in full any sums to which they may be
entitled.
C. PREFERRED STOCK. Shares of Preferred Stock may be issued from time
to time in one or more series as may from time to time be determined by
the Board of Directors, each of said series to be distinctly
designated. All shares of any one series of Preferred Stock shall be
identical. The voting powers and the preferences and relative,
participating, optional and other special rights of each such series,
and the qualifications, limitations or restrictions thereof, if any,
may differ from those of any and all other series at any time
outstanding; and the Board of Directors of the Corporation is hereby
expressly granted authority to fix by amendment to these Articles of
Incorporation (which amendment, pursuant to Georgia law, may become
effective without stockholder action) adopted prior to the issuance of
any shares of a particular series of Preferred Stock, the voting powers
and the designations, preferences and relative, optional and other
special rights, and the qualifications, limitations and restrictions of
such series, including, but without limiting the generality of the
foregoing, the following:
(1) The distinctive designation of, and the number of shares
of Preferred Stock which shall constitute such series, which
number may be increased or decreased (but not below the number
of shares then outstanding) from time to time by like action
of the Board of Directors;
(2) The rate and times at which, and the terms and conditions
on which, dividends, if any, on Preferred Stock of such series
shall be paid, the extent of the preference or relation, if
any, of such dividends to the dividends payable on any other
class or classes or series of the same or other classes of
stock and whether (and the dates from which) such dividends
shall be cumulative or noncumulative;
(3) The right, if any, of the holders of Preferred Stock of
such series to convert the same into or exchange the same for,
shares of any other class or classes or of any series of the
same or any other class or classes of stock of the Corporation
or any other corporation and the terms and conditions of such
conversion or exchange;
(4) Whether or not Preferred Stock of such series shall be
subject to redemption, and the redemption price or prices and
the time or times at which, and the terms and conditions on
which, Preferred Stock or such series may be redeemed;
(5) The rights, if any, of the holders of Preferred Stock of
such series upon the voluntary or involuntary liquidation,
merger, consolidation, distribution or sale of assets,
dissolution or winding up of the Corporation;
(6) The terms of the sinking fund or redemption or purchase
account, if any, to be provided for the Preferred Stock of
such series; and
(7) The voting powers, if any, of the holders of such series
of Preferred Stock.
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D. SHARE DIVIDENDS. The Board of Directors may issue shares of one
class or series as a share dividend in respect of another class or
series.
ARTICLE 6.
CONDUCT OF CORPORATE AFFAIRS. 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 stockholders.
A. PREEMPTIVE RIGHTS; CUMULATIVE VOTING. The holders of the Common
Stock have no preemptive rights or other rights to subscribe to any
other shares of Common Stock or other securities of the Corporation.
Holders of the Common Stock or any other equity securities of the
Corporation have no right to cumulate votes for the election of
directors.
B. BYLAWS. The Board of Directors is expressly empowered to adopt,
amend, or repeal Bylaws of the Corporation. Any adoption, amendment, or
repeal of the Bylaws of the Corporation shall require the approval of a
majority of the total number of authorized directors (whether or not
there exist any vacancies in previously authorized directorships at the
time any resolution is presented to the Board for adoption) (the "Whole
Board"). The stockholders shall also have the power to adopt, amend, or
repeal the Bylaws of the Corporation. In addition to any vote of the
holders of any class or series of stock of this Corporation required by
law or these Articles of Incorporation, the affirmative vote of the
holders of at least 80% 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, shall be
required in order for the stockholders to adopt, amend, or repeal any
provisions of the Bylaws of the Corporation.
C. APPLICABILITY OF STATUTES. The Corporation shall be governed by the
provisions of the Code ss.ss. 14-2-860 to 14-2-864 (directors' and
officers' conflicting interest transactions), as now or hereinafter in
effect.
D. SHAREHOLDER INSPECTION RIGHTS. The right to inspect the corporate
records granted by Section 14-2-1602 of the Code, and any successor
section thereto, to shareholders is hereby limited to shareholders of
record owning two percent or more of the outstanding shares of capital
stock of the Corporation.
ARTICLE 7.
BOARD OF DIRECTORS.
A. NUMBER; NAMES. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. The number
of directors of the Corporation (exclusive of directors to be elected
by the holders of any one or more series of any class of stock voting
separately as a class or classes) that shall constitute the initial
Board of Directors shall be six. The authorized number of directors of
the Corporation, as stated in the Corporation's Bylaws, shall be not
fewer than five nor more than fifteen. A majority of the Whole Board of
Directors may vote to increase or decrease the number of directors
constituting the Whole Board of Directors, provided however, that the
minimum number of directors shall be five and the
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maximum number of directors shall be fifteen. The names and business or
home addresses of the persons who are to serve as initial directors are
as follows:
Claude R. Butler Route 4, Box 75
Quitman, Georgia 31643
Robert L. Cunningham, III Route 3, Box 2195
Quitman, Georgia 31643
Robert B. Holwell Route 1, Troupeville Road
Quitman, Georgia 31643
Daniel M. Mitchell, Jr. 202 Plantation Drive
Quitman, Georgia 31643
Melvin A. Plair Route 1, Box 43
Quitman, Georgia 31643
John W. Romine 702 Pine Circle
Quitman, Georgia 31643
B. CLASSES. The Board of Directors shall be divided into three classes,
designated Classes I, II and III, as nearly equal in number as the then
total number of directors constituting the whole Board of Directors
permits, with the term of office of one class expiring each year. At
the first annual meeting of stockholders, directors of Class I shall be
elected to hold office for a term expiring at the next succeeding
annual meeting, directors of Class II shall be elected to hold office
for a term expiring at the second succeeding annual meeting, and
directors of Class III shall be elected to hold office for a term
expiring at the third succeeding annual meeting. Subject to the
foregoing, at each annual meeting of stockholders, the successors to
the class of directors whose term shall then expire shall be elected to
hold office for a term expiring at the third succeeding annual meeting
and until their successors shall be elected and qualified. Any
vacancies in the Board of Directors for any reason, and any newly
created directorships resulting from any increase in the number of
directors, may be filled only by the Board of Directors, acting by vote
of a majority of the directors then in office, although less than a
quorum, and any directors so chosen shall hold office until the next
succeeding annual election of directors and until their successors
shall be elected and qualified. No decrease in the number of directors
shall shorten the term of any incumbent director.
C. REMOVAL. Notwithstanding any other provisions of these Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the
fact that some lesser percentage may be specified by law, these
Articles of Incorporation or the Bylaws of the Corporation), any
director or the entire Board of Directors of the Corporation may be
removed at any time with cause only by the affirmative vote, at a
meeting of the stockholders called for that purpose, by the holders of
80% or more of the shares of the class or classes entitled to vote at
that meeting and that elected the director.
D. STOCKHOLDER NOMINATIONS. In addition to the right of the Board of
Directors of the Corporation to make nominations for the election of
directors, nominations for the election
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of directors may be made by any stockholder entitled to vote for the
election of directors if that stockholder complies with all the
provisions of this Section 7.D.
(1) Advance notice of such proposed nomination shall be
received by the Chairman of the Nominating Committee of the
Board of Directors of the Corporation (which notice may be
sent to such Chairman in care of the Secretary of the
Corporation) or, in the absence of such a Nominating
Committee, by the Secretary of the Corporation, not less than
14 days nor more than 60 days prior to any meeting of the
stockholders called for the election of directors; provided,
however, that if fewer than 21 days notice of the meeting is
given to stockholders, such written notice shall be received
not later than the close of the tenth day following the day on
which notice of the meeting was mailed to stockholders.
(2) Each notice under Section 7.D(1) shall set forth (i) the
name, age, business address and, if known, residence address
of each nominee proposed in such notice, (ii) the principal
occupation or employment of each such nominee, and (iii) the
number of shares of stock of the Corporation which are
beneficially owned by each such nominee. In addition, the
stockholder making such nomination shall promptly provide any
other information reasonably requested by the Corporation.
(3) The nomination made by a stockholder may be made only at a
meeting of the stockholders of the Corporation called for the
election of directors at which such stockholder is present in
person or by proxy, and can only be made by a stockholder who
has theretofore complied with the notice provisions of Section
7.D(1) and (2) above.
(4) The Chairman of the meeting may in his discretion
determine and declare to the meeting that a nomination was not
made in accordance with the foregoing procedures, and if he
should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.
E. DUTIES OF DIRECTORS; LIABILITY OF DIRECTORS AND OFFICERS. The
directors of the Corporation shall discharge their duties in a manner
in which they believe in good faith to be in the best interests of the
Corporation and with the care of ordinary prudent persons in like
positions would exercise under similar circumstances. No director of
this Corporation shall be personally liable to this Corporation or any
of its stockholders for monetary damages for breach of his or her
duties as a director, including the duty of care, under the Code ss.
14-2- 202(b)(4), provided that this Article 7.E shall not eliminate
liability of a director (i) for any appropriation, in violation of the
director's duties, of any business opportunity of this Corporation,
(ii) for acts or omissions which involve intentional misconduct or a
knowing violation of law, (iii) for the types of liability set forth in
the Code ss. 14-2-832, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Code is amended
after the effective date of these Articles of Incorporation to further
eliminate or limit the personal liability of directors or officers,
then the liability of a director or officer of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Code, as
so amended.
In discharging the duties of their respective positions and
determining what is believed to be in the best interest of the
Corporation, the Board of Directors, committees of the Board of
Directors, and individual directors, in addition to considering the
effect of any action on the
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Corporation or its shareholders, may consider the interests of the
employees, customers, suppliers, and creditors of the Corporation and
its subsidiaries, the communities in which offices or other
establishments of the Corporation and its subsidiaries are located, and
all other factors such directors consider pertinent; provided however,
this provision shall be deemed solely to grant discretionary authority
to the directors and shall not be deemed to provide to any constituency
any right to be considered.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE 8.
INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.
A. INDEMNIFICATION. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, including actions by
or in the right of the Corporation, whether civil, criminal,
administrative, or investigative, by reason of the fact that such
person is or was a director, officer, employee, or agent of the
Corporation, or was servings at the request of the Corporation as a
director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit, or proceeding to the full extent
permissible under Georgia law.
B. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by an officer,
director, employee, or agent of the Corporation in defending any
action, suit, or proceeding described in Section A of this Article 8
may be paid by the Corporation in advance of the final disposition of
such action, suit, or proceeding if authorized by the Board of
Directors (without regard to whether participating members thereof are
parties to such action, suit, or proceeding) or as otherwise required
and to the fullest extent permitted by the Code, upon receipt of an
undertaking by or on behalf of such person to repay such amount if it
shall ultimately be determined that the person is not entitled to be
indemnified by the Corporation.
C. OTHER RIGHTS. The indemnification and advancement of expenses
provided by or pursuant to this Article 8 shall not be deemed exclusive
of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any insurance or other
agreement, or pursuant to a vote of stockholders or directors or
otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office, and 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, executors, and
administrators of such person.
D. INSURANCE. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Corporation, or who, while a
director, officer, employee, or agent of the Corporation, is or was
serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise, against any
liability asserted against him or incurred by him in that capacity, or
arising out of his status as such,
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whether or not the Corporation would have the power to indemnify him
against such liability under the provisions the Code or of this Article
8.
E. SECURITY FUND; INDEMNITY AGREEMENTS. By action of the Board of
Directors (notwithstanding their interest in the transaction), the
Corporation may create and fund a trust fund or fund of any nature,
and may enter into agreements with its officers, directors, employees,
and agents for the purpose of securing or insuring in any manner its
obligation to indemnify or advance expenses provided for in this
Article 8.
F. MODIFICATION. The duties of the Corporation to indemnify and to
advance expenses to any person as provided in this Article 8 shall be
in the nature of a contract between the Corporation and each such
person, and no amendment or repeal of any provision of this Article 8,
and no amendment or termination of any trust or other fund created
pursuant to Article 8.E hereof, shall alter to the detriment of such
person the right of such person to the advancement of expenses or
indemnification related to a claim based on an act or failure to act
which took place prior to such amendment, repeal, or termination.
G. PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS. Notwithstanding any
other provision in this Article 8, the Corporation shall not indemnify
a director, officer, employee, or agent for any liability incurred in
an action, suit, or proceeding initiated by (which shall not be deemed
to include counter-claims or affirmative defenses) or participated in
as an intervenor or amicus curiae by the person seeking indemnification
unless such initiation of or participation in the action, suit, or
proceeding is authorized, either before or after its commencement, by
the affirmative vote of a majority of the directors then in office.
H. SAVINGS CLAUSE. If this Article 8 or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each director, officer,
employee, and agent of the Corporation as to costs, charges, and
expenses (including attorneys' fees), judgments, fines, and amounts
paid in settlement with respect to any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, including an
action by or in the right of the Corporation to the full extent
permitted by any applicable portion of this Article 8 that shall not
have been invalidated and to the full extent permitted by applicable
law.
If the Code is amended to permit further indemnification of
the directors, officers, employees, and agents of the Corporation, then
the Corporation shall indemnify such persons to the fullest extent
permitted by the Code, as so amended. Any repeal or modification of
this Article by the stockholders of the Corporation shall not adversely
affect any right or protection of a director, officer, employee, or
agent existing at the time of such repeal or modification.
ARTICLE 9.
MEETINGS OF STOCKHOLDERS AND STOCKHOLDER PROPOSALS.
A. DEFINITIONS.
(1) Acquire. The term "Acquire" includes every type of
acquisition, whether effected by purchase, exchange, operation
of law or otherwise.
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(2) Affiliate. An "Affiliate" of, or a Person "affiliated
with," a specified Person, means a Person that directly, or
indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person
specified.
(3) Associate. The term "Associate" when used to indicate a
relationship with any Person means:
(i) Any corporation or organization (other than the
Corporation or a Subsidiary of the Corporation), or
any subsidiary or parent thereof, of which such
Person is a director, officer or partner or is,
directly or indirectly, the Beneficial Owner of 10%
or more of any class of equity securities; or
(ii) Any trust or other estate in which such Person
has a 20% or greater beneficial interest or as to
which such Person serves as trustee or in a similar
fiduciary capacity, provided, however, such term
shall not include any employee stock benefit plan of
the Corporation or a Subsidiary of the Corporation in
which such Person has a 20% or greater beneficial
interest or serves as a trustee or in a similar
fiduciary capacity; or
(iii) Any relative or spouse of such Person (or any
relative of such spouse) who has the same home as
such Person or who is a director or officer of the
Corporation or a Subsidiary of the Corporation (or
any subsidiary or parent thereof).
(4) Beneficial Owner. Any corporation, partnership, person, or
entity will be deemed to be a "beneficial owner" of or to own
beneficially any share or shares of stock of the Corporation:
(i) which it owns directly, whether or not of record;
or
(ii) which it has the right to acquire (whether such
right is exercisable immediately or only after the
passage of time) pursuant to any agreement or
arrangement or understanding or upon exercise of
conversion rights, exchange rights, warrants or
options, or otherwise, or which it has 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 clause (ii) above) by any
Affiliate or Associate; or
(iv) which are beneficially owned, directly or
indirectly (including shares deemed to be owned
through application of clause (ii) above) by any
other corporation, person, or entity with which it or
any of its Affiliates or Associates have any
agreement or arrangement or understanding for the
purpose of acquiring, holding, voting, or disposing
of Voting Stock (as hereinafter defined).
For the purpose only of determining the percentage of the
outstanding shares of Voting Stock which any corporation, partnership,
person, or other entity beneficially owns, directly or indirectly, the
outstanding shares of Voting Stock will be deemed to include any shares
of Voting
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Stock which such corporation, partnership, person or other entity
beneficially owns pursuant to the foregoing provisions of this
subsection (whether or not such shares of Voting Stock are in fact
issued or outstanding), but shall not include any other shares of
Voting Stock which may be issuable either immediately or at some future
date pursuant to any agreement, arrangement, or understanding or upon
exercise of conversion rights, exchange rights, warrants, options, or
otherwise.
(5) Offer. The term "Offer" shall mean every written offer to
buy or acquire, solicitation of an offer to sell, tender offer
or request or invitation for tender of, a security or interest
in a security for value; provided that the term "Offer" shall
not include (i) inquiries directed solely to the management of
the Corporation and not intended to be communicated to
stockholders which are designed to elicit an indication of
management's receptivity to the basic structure of a potential
acquisition with respect to the amount of cash and or
securities, manner of acquisition and formula for determining
price, or (ii) non-binding expressions of understanding or
letters of intent with the management of the Corporation
regarding the basic structure of a potential acquisition with
respect to the amount of cash and/or securities, manner of
acquisition and formula for determining price.
(6) Person. The term "Person" shall mean any individual,
partnership, corporation, unincorporated association, or other
entity. When two or more Persons act as a partnership, limited
partnership, syndicate, association or other group for the
purpose of acquiring, holding or disposing of shares of stock,
such partnership, syndicate, associate or group shall be
deemed a "Person."
(7) Subsidiary. "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or
indirectly, by the Person in question.
(8) Voting Stock. "Voting Stock" shall mean shares of the
Corporation entitled to vote generally in an election of
directors.
B. DIRECTORS, OFFICERS OR EMPLOYEES. Directors, officers, or employees
of the Corporation or any subsidiary thereof shall not be deemed to be
a group with respect to their individual acquisitions of any class of
equity securities of the Corporation solely as a result of their
capacities as such.
C. SPECIAL MEETINGS OF STOCKHOLDERS. Special meetings of the
stockholders of the Corporation may be called only by (i) the Board of
Directors pursuant to a resolution approved by the affirmative vote of
a majority of the directors then in office, (ii) the Chairman of the
Board, (iii) the President, (iv) stockholders, if all of the
stockholders representing eighty percent of all the votes entitled to
be cast on any issue to be considered at the proposed meeting, sign,
date, and deliver to the Corporation's secretary one or more written
demands for the meeting describing the purpose or purposes for which it
is to be held or (v) stockholders, if, in the case the Corporation has
one hundred or fewer stockholders, twenty-five percent of all the votes
entitled to be cast on any issue to be considered at the proposed
meeting, sign, date, and deliver to the Corporation's secretary one or
more written demands for the meeting describing the purpose or purposes
for which it is to be held.
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D. ACTION WITHOUT A MEETING. Notwithstanding any other provision of
these Articles of Incorporation or the Bylaws of the Corporation, no
action required to be taken or which may be taken at any annual or
special meeting of stockholders of the Corporation may be taken without
a meeting unless the action is taken by all shareholders entitled to
vote on the action.
E. STOCKHOLDER PROPOSALS. At an annual meeting of stockholders, only
such new business shall be conducted, and only such proposals shall be
acted upon, as shall have been brought before the annual meeting by, or
at the direction of, (a) the Board of Directors or (b) any stockholder
of the Corporation who complies with all the requirements set forth in
this Article.
Proposals, other than those made by or at the direction of the
Board of Directors, shall be made pursuant to timely notice in writing
to the Secretary of the Corporation as set forth in this Article. For
stockholder proposals to be included in the Corporation's proxy
materials, the stockholder must comply with all the timing and
informational requirements of Rule 14a-8 of the Exchange Act, or any
successor regulation. With respect to stockholder proposals to be
considered at the annual meeting of stockholders but not included in
the Corporation's proxy materials, the stockholder's notice shall be
delivered to, or mailed and received at, the principal executive
offices of the Corporation not less than 60 days prior to the
anniversary date of the immediately preceding annual meeting of
stockholders of the Corporation. Such stockholder's notice shall set
forth as to each matter the stockholder proposes to bring before the
annual meeting (a) a brief description of the proposal desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and address, as they
appear on the Corporation's books, of the stockholder proposing such
business and, to the extent known, any other stockholders known by such
stockholder to be supporting such proposal, (c) the class and number of
shares of the Corporation stock which are beneficially owned by the
stockholder on the date of such stockholder notice and, to the extent
known, by any other stockholders known by such stockholder to be
supporting such proposal on the date of such stockholder notice, and
(d) any financial interest of the stockholder in such proposal (other
than interests which all stockholders would have).
The Board of Directors may reject any stockholder proposal not
timely made in accordance with the terms of this Article. If the Board
of Directors, or a designated committee thereof, determines that the
information provided in a stockholder's notice does not satisfy the
informational requirements of this Article in any material respect, the
Secretary of the Corporation shall promptly notify such stockholder of
the deficiency in the notice. The stockholder shall have an opportunity
to cure the deficiency by providing additional information to the
Secretary within such period of time, not to exceed five days from the
date such deficiency notice is given to the stockholder, as the Board
of Directors or such committee shall reasonably determine. If the
deficiency is not cured within such period, or if the Board of
Directors or such committee determines that the additional information
provided by the stockholder, together with information previously
provided, does not satisfy the requirements of this Article in any
material respect, then the Board of Directors may reject such
stockholder's proposal. The Secretary of the Corporation shall notify a
stockholder in writing whether his proposal has been made in accordance
with the time and informational requirements of this Article.
Notwithstanding the procedures set forth in this paragraph, if neither
the Board of Directors nor such committee makes a determination as to
the validity of any stockholder proposal, the presiding officer of the
annual meeting shall determine and declare at the annual meeting
whether the stockholder proposal was made in accordance with the terms
of this Article. If the presiding officer
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determines that a stockholder proposal was made in accordance with the
terms of this Article, he shall so declare at the annual meeting and
ballots shall be provided for use at the meeting with respect to any
such proposal. If the presiding officer determines that a stockholder
proposal was not made in accordance with the terms of this Article, he
shall so declare at the annual meeting and any such proposal shall not
be acted upon at the annual meeting.
This provision shall not prevent the consideration and
approval or disapproval at the annual meeting of report of officers,
directors and committees of the Board of Directors, but in connection
with such reports, no new business shall be acted upon at such annual
meeting unless stated, filed and received as herein provided.
ARTICLE 10.
RESTRICTIONS ON VOTING AND ACQUIRING THE CORPORATION'S COMMON STOCK.
A. VOTING RESTRICTION. Unless otherwise indicated in this Article, the
definitions and other provisions set forth in Articles 9.A, 9.B, and
9.C are also applicable to this Article 10. Notwithstanding any other
provision of these Articles of Incorporation, unless with the prior
approval of two thirds (2/3) of the Whole Board, no record owner of any
outstanding Common Stock which is beneficially owned, directly or
indirectly, by a Person (including Associates and Affiliates of such
Person) who, as of any record date for the determination of
stockholders entitled to vote on any matter, beneficially owns in
excess of 10% of the then-outstanding shares of Common Stock (the
"Limit"), be entitled or permitted to any vote in respect of the shares
held in excess of the Limit.
B. ACQUISITION RESTRICTION. For a period of five years from the
completion of the conversion of Quitman Federal Savings Bank from
mutual to stock form, no Person shall directly or indirectly Offer to
Acquire or Acquire the beneficial ownership of more than 10% of any
class of an equity security of the Corporation. The foregoing
restriction shall not apply to (i) the purchase of shares by
underwriters in connection with a public offering, (ii) the purchase of
shares by a tax-qualified employee stock benefit plan of the
Corporation or Quitman Federal Savings Bank, or (iii) the purchase of
shares with the prior approval of two-thirds (2/3) of the Whole Board.
C. BOARD DETERMINATIONS. The Board of Directors shall have the power to
construe and apply the provisions of this Article and to make all
determinations necessary or desirable to implement such provisions,
including but not limited to matters with respect to (i) the number of
shares of Common Stock Owned by any Person, (ii) whether a Person is an
Affiliate of another, (iii) whether a Person has an agreement,
arrangement, or understanding with another as to the matters referred
to in the definition of beneficial ownership, (iv) the application of
any other definition or operative provision of the Article to the given
facts, or (v) any other matter relating to the applicability or effect
of this Article. The Board of Directors shall have the right to demand
that any person who is reasonably believed to own Common Stock in
excess of the Limit (or holds of record Common Stock beneficially owned
by any person in excess of the Limit) supply the Corporation with
complete information as to (i) the record owner(s) of all shares
beneficially owned by such person who is reasonably believed to
beneficially own shares in excess of the Limit, (ii) any other factual
matter relating to the applicability or effect of this Article as may
reasonably be requested of such person. Any constructions,
applications, or
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determinations made by the Board of Directors, pursuant to this Article
in good faith and on the basis of such information and assistance as
was then reasonably available for such purpose shall be conclusive and
binding upon the Corporation and its stockholders.
D. ENFORCEABILITY. In the event any provision (or portion thereof) of
this Article shall be found to be invalid, prohibited or unenforceable
for any reason, the remaining provisions (or portions thereof) of this
Article shall remain in full force and effect, and shall be construed
as if such invalid, prohibited or unenforceable provision had been
stricken here from or otherwise rendered inapplicable, it being the
intent of this Corporation and its stockholders that each such
remaining provision (or portion thereof) of this Article remain, to the
fullest extent permitted by law, applicable and enforceable as to all
stockholders, including stockholders owning an amount of stock over the
Limit, notwithstanding any such finding.
ARTICLE 11.
APPROVAL OF BUSINESS COMBINATIONS AND FAIR PRICE REQUIREMENTS.
A. GENERAL REQUIREMENT. The Corporation hereby elects to be governed by
the provisions set forth in the Code ss.ss. 14-2-1131 to 14-2-1133
pertaining to business combinations with interested shareholders
("Business Combinations"), or any successor law or regulation, and the
Code ss.ss. 14-2-1110 to 14-2-1113 ("Fair price requirements"), or any
successor law or regulation.
B. ADDITIONAL PROVISIONS. Nothing contained in this Article shall be
construed to relieve an interested shareholder as defined under Code
ss.ss. 14-2-1110 and 14-2-1112, or any successor law or regulation
("Interested Shareholder"), from any fiduciary obligation imposed by
law. In addition, nothing contained in this Article shall prevent any
stockholders of the Corporation from objecting to any Business
Combination and from demanding any appraisal rights which may be
available to such Interested Shareholder.
C. Notwithstanding Article 12 or any provisions of these Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the
fact that a lesser percentage may be specified by law, these Articles
or the Bylaws of the Corporation), the affirmative vote of the holders
of at least 80% of the outstanding shares entitled to vote thereon
(and, if any class or series is entitled to vote thereon separately,
the affirmative vote of the holders of at least 80% of the outstanding
shares of each such class or series) shall be required to amend or
repeal this Article 11 or adopt any provisions inconsistent with this
Article 11.
ARTICLE 12.
AMENDMENT. The Corporation reserves the right to amend or repeal any
provision contained in these Articles of Incorporation in the manner
prescribed by the laws of the State of Georgia and all rights conferred
upon stockholders are granted subject to this reservation; provided,
however, that notwithstanding any other provision of these Articles of
Incorporation or any provision of law which might otherwise permit a
lesser vote or no vote, but in addition to any vote of the holders of
any class or series of the stock of this Corporation required by law or
by these Articles of Incorporation, the affirmative vote of the holders
of at least 80% of the then outstanding shares of the class or classes
entitled to vote at that meeting, voting together as a single class,
shall be required to amend or repeal this Article 12, and Articles 6,
7.C, 7.E, 8, 9, 10, and 11 of these Articles of Incorporation.
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