Jim Miles
Secretary of State
Filed
August 8, 1997
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as
amended, the undersigned corporation adopts the following Articles of Amendment
to its Articles of Incorporation:
1. The name of the corporation is First United Bancorporation.
2. On July 29, 1997, the corporation adopted the following Amendment(s)
of its Articles of Incorporation.
RESOLVED, that pursuant to a three-for-two split of the authorized
shares of the Corporation's common stock, the total number of
authorized shares of the Corporation's common stock shall be increased
from 15,000,000 shares to 22,500,000 shares and the par value of each
authorized share shall be reduced from $1.66 2/3 per share to $1 1/9
per share.
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert
"not applicable" or "NA").
Shareholders of record on August 15, 1997 will be issued additional
stock certificates representing one additional share of the
Corporation's Common Stock for every two shares currently held. Cash
will be paid in lieu of fractional shares.
4. Complete either a or b, whichever is applicable.
a. [ ] Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of
outstanding shares of each voting group entitled to vote
separately on the Amendment, and the vote of such shares was:
Number of Number of Number of Number of
out- Votes Shares Undisputed*
Voting standing Entitled Represented Shares Voted
Group Shares to be Cast at the meeting For Against
b. [x] The amendment(s) was duly adopted by the Incorporators or
board of directors without shareholder approval pursuant to
Sections 33-6-102(d), 33-10-102 and 33-10-105 of the 1976
South Carolina Code as amended, and shareholder action was
not required.
28
5. Unless a delayed date is specified, the effective date of these
Articles of Amendments shall be the date of acceptance for filing by
the Secretary of State (See Section 33-1-230(b)) .
DATE: 7/29/97 FIRST UNITED BANCORPORATION
(Name of Corporation)
By: s/William B. West
-------------------
(Signature)
William B. West, Senior Vice President
(Type or Print Name and Office)
*NOTE: Pursuant to Section 33-10-106(6)(i), the Corporation can alternatively
state the total number of votes cast for and against the amendment by
each voting group entitled to vote separately on the amendment or the
total number of undisputed votes cast for the amendment by each voting
group together with a statement that the number cast for the amendment
by each voting group was sufficient for approval by that voting group.
29
Jim Miles
Secretary of State
Filed
November 28, 1994
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is First United Bancorporation.
2. On October 25, 1994, the corporation adopted the following Amendment(s) of
its Articles of Incorporation.
RESOLVED, that pursuant to a three-for-two split of the authorized shares
of the Corporation's common stock, the total number of authorized shares of
the Corporation's common stock shall be increased from 10,000,000 shares to
15,000,000 shares and the par value of each authorized share shall be
reduced from $2.50 per share to $1.66 2/3 per share.
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "not
applicable" or "NA").
Shareholders of record on November 8, 1994 will be issued additional stock
certificates representing an additional three shares of the Corporation's
Common Stock for every two shares currently held. Cash will be paid in lieu
of fractional shares.
4. Complete either a or b, whichever is applicable.
a. [ ] Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of outstanding shares
of each voting group entitled to vote separately on the Amendment, and the
vote of such shares was:
Number of Number of Number of Number of
out- Votes Shares Undisputed*
Voting standing Entitled Represented Shares Voted
Group Shares to be Cast at the meeting For Against
b. [x] The amendment(s) was duly adopted by the Incorporators or board
of directors without shareholder approval pursuant to Sections
33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina
Code as amended, and shareholder action was not required.
5. Unless a delayed date is specified, the effective date of these Articles
of Amendments shall be the date of acceptance for filing by the Secretary
of State (See Section 33-1-230(b)) .
FIRST UNITED BANCORPORATION
DATE:
(Name of Corporation)
By: s/William B. West
--------------------
(Signature)
William B. West, Senior Vice President
(Type or Print Name and Office)
*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can
alternatively state the total number of votes cast for and
against the amendment by each voting group entitled to vote
separately on the amendment or the total number of undisputed
votes cast for the amendment by each voting group together with
a statement that the number cast for the amendment by each
voting group was sufficient for approval by that voting group.
30
Jim Miles
Secretary of State
Filed
May 6, 1994
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as
amended, the undersigned corporation adopts the following Articles of Amendment
to its Articles of Incorporation:
1. The name of the corporation is First United Bancorporation.
2. On April 26, 1994, the corporation adopted the following Amendment(s) of
its Articles of Incorporation.
Text attached as Exhibit A.
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "not
applicable" or "NA").
N/A
4. Complete either a or b, whichever is applicable.
a. [x] Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of outstanding
shares of each voting group entitled to vote separately on the
Amendment, and the vote of such shares was:
Number of Number of Number of Number of
out- Votes Shares Undisputed*
Voting standing Entitled Represented Shares Voted
Group Shares to be Cast at the meeting For Against
Common 1,252,450 1,252,450 1,030,810 918,184 23,354
b. [ ] The amendment(s) was duly adopted by the Incorporators or board
of directors without shareholder approval pursuant to Sections
33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina
Code as amended, and shareholder action was not required.
31
5. Unless a delayed date is specified, the effective date of these Articles of
Amendments shall be the date of acceptance for filing by the Secretary of
State (See Section 33-1-230(b)) date of filing.
DATE: 4/26/94 First United Bancorporation
(Name of Corporation)
By: s/William B. West
---------------------------------------------
(Signature)
William B. West, Senior vice President
Anderson, S.C.
(Type or Print Name and Office)
*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
State the total number of undisputed shares cast for the amendment by
each voting group together with a statement that the number of cast
for the amendment by each voting group was sufficient for approval by
that voting group.
32
EXHIBIT A
RESOLVED, that Article Four of the Company's Articles of Incorporation be, and
hereby is, amended (i) to increase the authorized Common Stock of the Company
($2.50 par value) from 2,000,000 authorized shares to 10,000,000 authorized
shares, and (ii) to authorize 10,000,000 shares of Preferred Stock, and thereby
to read as follows:
Article Four: Stock
The Corporation is authorized to issue two classes of shares as follows:
Class of Shares Authorized Number
--------------- -----------------
Common Stock 10,000,000
Preferred Stock 10,000,000
The Common Stock shall have a par value of $2.50 per share and the Preferred
Stock shall have no par value. The relative rights, preferences, and limitations
of the shares of each class and of each series within a class are as follows:
Common Stock - Shares of this class shall have unlimited voting rights and shall
be entitled, together with any other class having such rights, to receive the
net assets of the Corporation upon dissolution.
Preferred Stock - Shares of this class may be issued in separate series and the
preferences, limitations and relative rights of this class and any series within
this class shall be determined by the board of directors before issuance of any
shares of such class or series.
33
John T. Campbell
Secretary of State
Filed
July 8, 1987
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
FIRST UNITED BANCORPORATION
I, the undersigned natural person having capacity to contract and
acting as an incorporator of a Corporation (hereinafter called the
"Corporation") under the South Carolina Business Corporation Act, do hereby
adopt the following Articles of Incorporation for the Corporation:
ARTICLE ONE: NAME
The name of the Corporation is First United Bancorporation.
ARTICLE TWO: INITIAL OFFICE AND AGENT
The initial registered office of the Corporation is located at 304
North Main Street, City of Anderson, County of Anderson, and the State of South
Carolina, and the agent at such address is William B. West.
ARTICLE THREE: DURATION
The Corporation's period of duration is perpetual.
ARTICLE FOUR: STOCK
The Corporation is authorized to issue one class of shares to be
designated "common". The total number of shares which the Corporation is
authorized to issue is 2,000,000 shares, and the par value of each such share is
$2.50. The total authorized capital stock is $5,000,000.
ARTICLE FIVE: INITIAL DIRECTORS
Section A. The number of directors of the Corporation shall be fixed
and may be altered from time to time as provided in the bylaws.
Section B. The Board of Directors shall be divided into three classes,
Class I, Class II and Class III, which shall be as nearly equal in number as
possible. Each director shall serve for a term ending on the date of the third
annual meeting following the annual meeting at which such director was elected.
Section C. In the event of any increase or decrease in the authorized
number of directors (i) each director then serving as such shall nevertheless
continue as a director of the class of which he is a member until the expiration
of his current term, or his prior death, retirement, resignation or removal, and
(ii) the newly created or eliminated directorships resulting from such an
increase or decrease shall be apportioned by the Board of Directors among the
three classes of directors so as to maintain such classes as nearly equal as
possible.
34
Section D. Notwithstanding any of the foregoing provisions of this
Article, each director shall serve until his successor is elected and qualified
or until his death, retirement, resignation or removal for cause. Should a
vacancy occur or be created, whether arising through death, resignation or
removal for cause of a director or through an increase in the number of
directors in any class, each vacancy shall be filled by a majority vote of the
remaining directors. A director so elected to fill a vacancy shall serve until
the next election of the class for which such director shall have been chosen,
and until his successor has been duly elected and qualified.
Section E. The initial directors are:
Irvin L. Cauthen T. Ree McCoy, Jr.
1805 Lindale Road 2601 Milgate Road
Anderson, SC 29621 Anderson, SC 29621
Mason Y. Garrett Donald C. Roberts
1601 N. Boulevard 1206 Northhampton Road
Anderson, SC 29621 Anderson, SC 29621
John C. Ginn Harold P. Threlkeld
2835 Old Williamston Road 2304 Milgate Road
Anderson, SC 29621 Anderson, SC 29621
Randolph V. Hayes William B. West
Concord Road 2810 Rambling Path
Anderson, SC 29621 Anderson, SC 29621
J. Donald King
2900 Little Creek Drive
Anderson, SC 29621
The initial directors will serve until the first annual meeting of stockholders
of the Corporation. At the first annual meeting of stockholders, directors will
be elected to classified terms.
35
ARTICLE SIX: PURPOSE
The purpose or purposes for which the Corporation is organized are:
(a) To act as a bank holding company;
(b) To transact any and all lawful business for which corporations may be
incorporated under the South Carolina Business Corporation Act;
(c) To do each and every thing necessary, suitable, or proper for the
accomplishment of any of the purposes or for the attainment of any one
or more of the objects herein enumerated or which at any time appear
conducive to or expedient for the protection or benefit of the
Corporation.
The foregoing clauses shall be construed as powers as well as objects and
purposes, and the matter expressed in each clause shall, unless herein otherwise
expressly provided, be in nowise limited by reference to or inference from the
terms of any other clause, but shall be regarded as independent objects,
purposes and powers, and shall not be construed to limit or restrict in any
manner the meaning of the general terms or the general powers of the
Corporation.
ARTICLE SEVEN: PREEMPTIVE RIGHTS DENIED
No holder of shares of any class of the Corporation shall have any
preemptive rights to subscribe for or acquire additional shares of the
Corporation of the same or any other class, whether such shares shall be hereby
or hereafter authorized; and no holder of shares of any class of the Corporation
shall have any right to acquire any shares which may be held in the treasury of
the Corporation; all such additional or treasury shares may be issued for such
consideration, at such time, and to such person or persons as the Board of
Directors of the Corporation may from time to time determine.
ARTICLE EIGHT: CUMULATIVE VOTING
Cumulative voting for the election of directors is prohibited.
ARTICLE NINE: VOTING
Except where otherwise provided in these Articles of Incorporation or the
bylaws of the Corporation, the holders of the common shares shall have the
exclusive voting rights and powers, including the exclusive right to notice of
stockholders' meetings.
36
ARTICLE TEN: ADOPTION OF BYLAWS
The Board of Directors of the Corporation shall adopt the initial bylaws of
the Corporation and may thereafter alter, amend, or repeal the bylaws of the
Corporation or may adopt new bylaws, subject to the stockholders' concurrent
right to alter, amend, or repeal the bylaws or to adopt new bylaws and to the
express provisions of the bylaws. The stockholders may provide that any or all
bylaws altered, amended, repealed, or adopted by the stockholders shall not be
altered, amended, re-enacted, or repealed by the Board of Directors of the
Corporation.
ARTICLE ELEVEN: REPURCHASE OF STOCK
The Corporation is authorized to purchase, directly or indirectly, its own
shares to the extent of the aggregate of the unreserved and unrestricted earned
surplus and unreserved and unrestricted capital surplus available therefor.
ARTICLE TWELVE: AUTHORITY TO BORROW
The Board of Directors is expressly authorized, without the consent of the
stockholders, except so far as such consent is herein or by law provided, to
issue and sell or otherwise dispose of, for any purpose, the Corporation's
bonds, debentures, notes or other securities or obligations, upon such terms and
for such consideration as the Board of Directors shall deem advisable, and
specifically may issue bonds or debentures convertible into shares of any class
of stock, including common stock, of the Corporation within such period and upon
such conditions as shall be fixed by the Board of Directors, and to authorize
and cause to be executed mortgages, pledges, charges and liens upon all or part
of the real and personal property rights, interest and franchise of the
Corporation, including contract rights, whether at the time owned or thereafter
acquired.
ARTICLE THIRTEEN: CERTAIN BUSINESS COMBINATIONS
Section A. For the purposes of this Article:
(1) The term "beneficial owner" and correlative terms shall have the
meaning as set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, or any similar successor Rule. Without limitation and in addition to
the foregoing, any shares of Voting Stock of this Corporation which any Major
Stockholder has the right to vote or to acquire (i) pursuant to any agreement,
(ii) by reason of tenders of shares by stockholders of the Corporation in
connection with or pursuant to a tender offer made by such Major Stockholder
(whether or not any tenders have been accepted, but excluding tenders which have
been rejected), or (iii) upon the exercise of conversion rights, warrants,
options or otherwise, shall be deemed "beneficially owned" by such Major
Stockholder.
(2) The term "Business Combination" shall mean:
(a) any merger or consolidation (whether in a single transaction
or a series of related transactions, including a series of separate
transactions with a Major Stockholder, any Affiliate or Associate
thereof or any Person acting in concert therewith) of this Corporation
or any Subsidiary with or into a Major Stockholder or of a Major
Stockholder into this Corporation or a Subsidiary;
(b) any sale, lease, exchange, transfer, distribution to
stockholders or other disposition, including without limitation, a
mortgage, pledge or any other security devise, to or with a Major
Stockholder by the Corporation or any of its Subsidiaries (in a single
transaction or a series of related transactions) of all, substantially
all or any Substantial Part of the assets of this Corporation or a
Subsidiary (including, without limitation, any securities of a
Subsidiary);
(c) the purchase, exchange, lease or other acquisition by the
Corporation or any of its Subsidiaries (in a single transaction or a
series of related transactions) of all, substantially all or any
Substantial Part of the assets or business of a Major Stockholder;
37
(d) the issuance of any securities, or of any rights, warrants or
options to acquire any securities, of this Corporation or a Subsidiary
to a Major Stockholder or the acquisition by this Corporation or a
Subsidiary of any securities, or of any rights, warrants or options to
acquire any securities, or a Major Stockholder;
(e) any reclassification of Voting Stock, recapitalization or
other transaction (other than a redemption in accordance with the
terms of the security redeemed) which has the effect, directly or
indirectly, of increasing the proportionate amount of Voting Stock of
the Corporation or any Subsidiary thereof which is beneficially owned
by a Major Stockholder, or any partial or complete liquidation, spin
off, split off or split up of the Corporation or any Subsidiary
thereof; provided, however, that this Section A(2)(e) shall not relate
to any transaction of the types specified herein that has been
approved by a majority of the Continuing Directors; and
(f) any agreement, contract or other arrangement providing for
any of the transactions described herein.
(3) The term "Continuing Director" shall mean (i) a person who was a member
of the Board of Directors of this Corporation immediately prior to the time that
any then existing Major Stockholder became a Major Stockholder or (ii) a person
designated (before initially becoming a director) as a Continuing Director by a
majority of the then Continuing Directors. All references to a vote of the
Continuing Directors shall mean a vote of the total number of Continuing
Directors of the Corporation
(4) The term "Major Stockholder" shall mean any Person which, together with
its "Affiliates" and "Associates" (as defined in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended, or any similar successor Rule) any Person
acting in concert therewith, is the beneficial owner of 10% or more of the votes
held by the holders of the outstanding shares of the Voting Stock of this
Corporation, and any Affiliate or Associate of a Major Stockholder, including a
Person acting in concert therewith. The term "Major Stockholder" shall not
include a Subsidiary of this Corporation.
(5) The term "Person" shall mean any individual, corporation, partnership
or other person, group or entity (other than the Corporation, any Subsidiary of
the Corporation or a trustee holding stock for the benefit of employees of the
corporation or its Subsidiaries, or any one of them, pursuant to one or more
employee benefit plans or arrangements). 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
partnerships, syndicate, association or group will be deemed a "Person".
38
(6) The term "Subsidiary" shall mean any business entity 50% or more of
which is beneficially owned by the Corporation.
(7) The term "Substantial Part", as used in reference to the assets of the
Corporation, of any Subsidiary or of any Major Stockholder means assets having a
value of more than 5% of the total consolidated assets of the Corporation and
its Subsidiaries as of the end of the Corporation's most recent fiscal year
ending prior to the time the determination is made.
(8) The term "Voting Stock" shall mean stock or other securities entitled
to vote upon any action to be taken in connection with any Business Combination
or entitled to vote generally in the election of directors, including stock or
other securities convertible into Voting Stock.
Section B. Notwithstanding any other provisions of these Articles of
Incorporation and except as set forth in Section C. of this Article Thirteen,
neither the Corporation nor any Subsidiary shall be party to a Business
Combination unless:
(1) The Business Combination was approved by the Board of Directors of the
Corporation prior to the Major Stockholder involved in the Business Combination
becoming such; or
(2) The Major Stockholder involved in the Business Combination sought and
obtained the unanimous prior approval of the Board of Directors to become a
Major Stockholder and the Business Combination was approved by a majority of the
Continuing Directors; or
(3) The Business Combination was approved by at least 80% of the Continuing
Directors of the Corporation; or
(4) The Business Combination was approved by at least a 80% vote of the
outstanding Voting Stock of this Corporation and by at least a 80% vote of the
outstanding Voting Stock beneficially owned by stockholders other than any Major
Stockholder.
Section C. During the time a Major Stockholder exists, a resolution to
voluntarily dissolve the Corporation shall be adopted only if: (1) such
resolution is approved by at least 80% of the Continuing Directors of the
Corporation; or (2) such resolution is approved by at least 80% of the
outstanding Voting Stock of this Corporation and by at least 80% of the
outstanding Voting Stock beneficially owned by stockholders other than any Major
Stockholder.
Section D. As to any particular transaction, the Continuing Directors shall
have the power and duty to determine, on the basis of information known to them:
(1) The amount of Voting Stock beneficially held by any;
39
(2) Whether a Person is an Affiliate or Associate of another;
(3) Whether a Person is acting in concert with another;
(4) Whether the assets subject to any Business Combination constitute a
"Substantial Part" as herein defined;
(5) Whether a proposed transaction is subject to the provisions of this
Article; and
(6) Such other matters with respect to which a determination is required
under this Article.
Any such determination shall be conclusive and binding for all purposes of this
Article.
Section E. The affirmative vote required by this Article is in addition to
the vote of the holders of any class or series of stock of the Corporation
otherwise required by law, these Articles of Incorporation, any resolution which
has been adopted by the Board of Directors providing for the issuance of a class
or series of stock or any agreement between the Corporation and any national
securities exchange.
Section F. Any amendment, change or repeal of this Article or any other
amendment of these Articles of Incorporation which would have the effect of
modifying or permitting circumvention of the provisions of this Article shall
require approval by at least 80% of the outstanding Voting Stock of the
Corporation and at least 80% of the outstanding voting Stock beneficially owned
by stockholders other than any Major Stockholder.
ARTICLE FOURTEEN: INDEMNIFICATION
The Corporation shall indemnify any person who (i) is or was a director,
officer, employee, or agent of the Corporation or (ii) while a director,
officer, employee, or agent of the Corporation, is or was serving at the request
of the corporation as a director, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, to the fullest extent that a corporation may
or is required to grant indemnification to a director under the South Carolina
Business Corporation Act. The Corporation may indemnify any person to such
further extent as permitted by law.
40
ARTICLE FIFTEEN: INCORPORATOR
The name and address of the incorporator is:
NAME ADDRESS
William B. West 2810 Rambling Path
Anderson, SC 29621
Date: July 2, 1987 s/William B. West
-------------------- -----------------------
William B. West
41
STATE OF SOUTH CAROLINA )
)
COUNTY OF ANDERSON )
The undersigned, William B. West, does hereby certify that he is the
incorporator of First United Bancorporation, and is authorized to execute this
verification; that he does hereby further certify that he has read the foregoing
document, understands the meaning and purport of the statements therein
contained and the same are true to the best of his information and belief.
Date: July 2, 1987 s/William B. West
-------------------- -----------------------
William B. West
42
CERTIFICATE OF ATTORNEY
I, Harold P. Threlkeld, 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 7 of Title 33 of the South Carolina Code of 1976, relating to the
organization of corporations, and that in my opinion, the Corporation is
organized for a lawful purpose.
Date: July 2, 1987 s/Harold P. Threlkeld
-------------------- -----------------------
Harold P. Threlkeld
Address:
213 East Calhoun Street
Anderson, South Carolina 29622-0917