SECRETARY OF STATE
FILED OCT 12, 2000
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
REGIONAL BANKSHARES, INC.
1. Name. The name of the Corporation is Regional Bankshares, Inc. (the
"Corporation").
2. Registered Office and Agent. The initial registered office of the
Corporation is 644 South Fourth Street, Hartsville, South Carolina 29550,
and the registered agent at such address is Mr. Curtis A. Tyner.
I hereby consent to the appointment as registered agent of the Corporation.
s/Curtis A. Tyner
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Curtis A. Tyner
3. Stock. The Corporation is authorized to issue shares of stock as follows:
Class of Shares Authorized Number of Each Class
Common Stock 10,000,000 shares
Preferred Stock 1,000,000 shares
The relative rights, preferences, and limitations of the shares of each class,
and of each series within a class, are as follows:
a. Common Stock. Authority is hereby expressly granted to and vested in the
Board of Directors of the Corporation to provide for the issue of common
stock. The Corporation's shares of common stock shall have par value of
$1.00 per share. The holders of record of shares of common stock shall be
entitled to unlimited voting rights equating to one (1) vote per
outstanding shares of common stock on all matters upon which shareholders
are entitled to vote. Shares of common stock shall have distribution,
dividend, and liquidation rights granted by law or declared by resolution
or resolutions of the Board of Directors from time to time, except that in
the absence of the establishment of liquidation rights for one or more
series of preferred stock (either preferentially to, or on a parity with,
the common stock) as provided below, the holders of record of shares of
common stock shall be entitled to receive the net assets of the Corporation
upon dissolution. The distribution, dividend, and liquidation rights
associated with the shares of common stock will be subordinated only to the
comparable distribution, dividend, or liquidation rights association with
shares of certain series of preferred stock, if any, but only to the extent
such preferences, if any, are established for one or more series of
preferred stock by the Board of Directors in its discretion as provided
below.
b. Preferred Stock. Authority is also hereby expressly granted to and vested
in the Board of Directors of the Corporation to provide for the issuance of
preferred stock in one or more series, and in connection therewith to
establish by resolution or resolutions of the Board of Directors from time
to time providing for the issue of such series, the number of shares to be
included in such series, the designation thereof, and the relative rights,
preferences, and limitations of each series and the variations in such
rights, preferences, and limitations as between series, all to the fullest
extent permitted by Section 33-6-102 of the South Carolina Business
Corporations Act of 1988, as amended from time to time (the "Act"). Without
limiting the generality of the grant of authority contained in the
preceding sentence, the Board of Directors is authorized to determine any
or all of the following with respect to any series of the preferred stock,
and the shares of each series may vary from the shares of any other series
in any or all of the following respects:
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(i) The number of shares of such series (which may subsequently be
increased, except as otherwise provided by the resolution or
resolutions of the Board of Directors providing for the issue of such
series, or decreased to a number not less than the number of shares
then outstanding) and the distinguishing designation thereof.
(ii) The distribution, dividend, and liquidation rights, if any, of such
series; the distribution, dividend, or liquidation preferences, if
any, as between such series and any other class or series of stock;
whether and the extent to which shares of such series shall be
entitled to participate in any distributions, dividends, or
liquidations proceeds with shares of any other class or series of
stock; whether and the extent to which any distributions, dividends,
or liquidation proceeds on such series shall be cumulative,
noncumulative, or partially cumulative, and any limitations,
restrictions, or conditions on the payment of such distributions,
dividends, or liquidation proceeds; and whether and the extent to
which share dividends of one series of preferred stock may be issued
in respect of shares of another series or class without approval of
the holders of the series from which the share dividend is to be
issued.
(iii)The time or times during which, the price or prices at which, and any
other terms or conditions on which, the shares of such series may be
redeemed, if redeemable, including without limitation, whether
redeemable at the option of the Corporation, the shareholder, or any
other person.
(iv) The par value or absence of par value, and other economic features of
such series.
(v) The voting powers, if any, in addition to the voting powers prescribed
by law for shares of such series as a voting group, if any, and the
conditions upon effectiveness, and the terms and limitations for
exercise of, such voting powers.
(vi) Whether shares of such series shall be convertible into or
exchangeable for shares of any other series or class of stock
(including without limitation, shares of common stock) or any other
securities, and the terms and conditions, if any, applicable to such
right, including without limitation, whether convertible or
exchangeable at the option of the Corporation, the shareholder or any
other person.
(vii)The terms and conditions of applicable purchase, retirement, or
sinking fund, if any, which may be provided for the shares of such
series.
(viii) The restrictions, if any, upon the creation of indebtedness, payment
of distributions on other classes or series of stock, or creation or
issuance of additional securities, ranking on a parity with or prior
to such series.
(ix) Other relative, participating, optional, or special rights,
qualifications, limitations, values, or restrictions, if any, for
shares of such series.
Each such series of preferred stock shall be eligible for issue upon the Board
of Directors duly adopting the appropriate resolution or resolutions and filing
with the Secretary of State of South Carolina of articles of amendment as set
forth in Section 33-6-102 of the Act, which shall be effective without
shareholder action.
4. Existence. The existence of the corporation shall begin when these
Articles of Incorporation are filed with the Secretary of State, and
the period of duration of the Corporation shall be perpetual.
5. Optional Provisions. The optional provisions which the Corporation
elects to include in the Articles of Incorporation are as follows:
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a. Preemptive Rights. The Corporation elects not to have preemptive
rights. No shareholder shall be entitled to preemptive rights,
and no shares of stock of any class issued by the Corporation
shall be subject to any preemptive rights.
b. Cumulative Voting. The Corporation elects not to have cumulative
voting. No shareholder shall be entitled to vote cumulatively for
election of directors, and no shares of stock of any class issued
by the Corporation may be cumulatively voted for election of
directors.
c. Staggered Director Terms. At any time that the Board of Directors
of the Corporation consists of six or more directorships, unless
provided otherwise by the Articles of Incorporation, the terms of
office of directors will be staggered by dividing the total
number of directors into three classes, with each class
accounting for one-third, as near as may be, of the total number
of directorships. The terms of directors in the first class will
expire at the first annual shareholders' meeting after their
election, the terms of the second class will expire at the second
annual shareholders' meeting after their election, and the terms
of the third class will expire at the third annual shareholders'
meeting after their election. At each annual shareholders'
meeting held thereafter, directors shall be chosen for a term of
three years to succeed those whose terms expire. If the number of
directorships is changed, any increase or decrease shall be so
apportioned among the classes as to make all classes as nearly
equal in number as possible, and when the number of directorships
is increased and any newly created directorships are filled by
the Board of Directors, the terms of the additional directors
shall expire at the next election of directors by the
shareholders. Each director, except in the case of his or her
earlier death, written resignation, retirement, disqualification
or removal, shall serve for the duration of his or her term, as
staggered, and thereafter until his or her successor shall have
been elected and qualified.
d. Director Immunity. No director of the Corporation shall be
personally liable to the Corporation or its shareholders for
monetary damages for breach of such director's fiduciary duty as
a director, provided however, the foregoing shall not eliminate
or limit the liability of a director: (i) for any breach of the
director's duty of loyalty to the Corporation or its
shareholders; (ii) for acts or omissions not in good faith or
which involve gross negligence, intentional misconduct, or a
knowing violation of law; (iii) imposed for unlawful
distributions as set forth in Section 33-8-330 of the Act; or
(iv) for any transaction from which the director derived an
improper personal benefit. This provisions shall eliminate or
limit the liability of a director of the Corporation to the
maximum extent permitted from time to time by the Act or any
successor law or laws. Any repeal or modification of the
foregoing protection by the shareholders 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.
e. Indemnification. The Corporation shall, to the fullest extent
permitted by the provisions of the Act, as the same may be
amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under the Act from and against any
and all of the expenses, liabilities, or other matters referred
to in or covered by the Act. Any indemnification effected under
this provision shall not be deemed exclusive of rights to which
those indemnified may be entitled under any Bylaw, vote of
shareholders or disinterested directors, or otherwise, both as to
action in their official capacity and as to action in another
capacity while holding such 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 a person.
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f. Certain Business Transactions.
(1) Approval of any merger or share exchange of the Corporation
with and into any other corporation, or any sale, lease,
exchange or other disposition of substantially all of the
assets of the Corporation to any other corporation, person
or other entity, shall require either:
(a) the affirmative vote of at least two-thirds (2/3) of
the directors of the Corporation then in office and the
affirmative vote of at least a majority of the issued
and outstanding shares of the corporation entitled to
vote; or
(b) the affirmative vote of at least a majority of the
directors of the Corporation then in office and 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.
(2) The Board of Directors shall have the power to determine for
the purposes of this Paragraph 5-e, on the basis of
information known to the Corporation, whether any sale,
lease or exchange or other disposition of part of the assets
of the Corporation involves substantially all of the assets
of the Corporation.
(3) If at least two-thirds (2/3) of the directors then in office
shall approve the proposed change, this Paragraph 5-e may be
amended or rescinded by the affirmative vote of the holders
of a majority 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.
g. Removal of Directors.
(1) 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.
(2) 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 if the
number of votes cast to remove the director exceeds the
number of votes cast against removing the director.
(3) For purposes of this Article 5, cause shall mean fraudulent
or dishonest acts, or gross abuse of authority in the
discharge of duties to the Corporation, and shall be
established after written notice of specific charges and
opportunity to meet and refute such charges.
(4) If at least two-thirds (2/3) of the directors then in office
shall approve the proposed change, this Article 5 may be
amended or rescinded by the affirmative vote of the holders
of a majority 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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h. Evaluation of Offers. To the fullest extent permitted by law, the
Board of Directors, when evaluating any offer by another party to
(i) make a tender or exchange offer for any equity security of
this Corporation outside of the ordinary course of business, (ii)
merge or consolidate this Corporation with any other corporation,
(iii) purchase or otherwise acquire all or substantially all of
the properties and assets of this Corporation, or (iv) undertake
any similar extraordinary corporate transactions with this
Corporation, may in its discretion, in connection with the
exercise of its judgment in determining what is in the best
interests of this Corporation and its shareholders, give due
consideration to: (a) all economic effects on the employees,
customers, suppliers, and other constituencies of this
Corporation and its subsidiaries, on the communities and
geographical areas in which this Corporation and its subsidiaries
operate or are located, and on any of the businesses and
properties of this Corporation or any of its subsidiaries, as
well as such other factors as the directors deem relevant; and
(b) all features of the consideration being offered, not only in
relation to the then current market price for the Corporation's
outstanding shares of capital stock, but also in relation to the
then current value of the Corporation in a freely negotiated
transaction and in relation to the Board of Directors' estimate
of the future value of this Corporation (including the unrealized
value of its properties and assets) as an independent going
concern.
i. Miscellaneous. Terms used herein which are not otherwise defined
shall have the meanings ascribed to them in the Act. All
references to statutory provisions shall be deemed to include
corresponding sections of succeeding law. Each provision of these
Articles of Incorporation shall be deemed severable from, and
shall survive the illegality or invalidity of, any other
provision herein.
6. Incorporator. The name, address and signature of each incorporator is as
follows:
Name Address Signature
Curtis A. Tyner 644 South Fourth Street s/Curtis A. Tyner
Hartsville, South Carolina
7. Attorney's Certificate. I, Riche T. McKnight, an attorney licensed to
practice in the State of South Carolina, certify that the corporation, to
whose Articles of Incorporation this certificate is attached, has complied
with the requirements of Chapter 2, Title 33 of the South Carolina Business
Corporation Act of 1988 as amended to date relating to the Articles of
Incorporation.
Date: October 6, 2000 s/Riche T. McKnight
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Riche T. McKnight
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