STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
1. The name of the proposed corporation is Cornerstone Bancorp.
2. The initial registered office of the corporation is 4821 Calhoun
Memorial Highway, Easley, South Carolina 29642 and the initial
registered agent at such address is J. Rodger Anthony.
3. The corporation is authorized to issue shares of stock as follows.
Complete a or b whichever is applicable:
a. / / The corporation is authorized to issue a single class of
shares, and the total number of shares authorized is:
____________________________________.
b. /x / The corporation is authorized to issue more than one class
of shares:
Class of Shares Authorized No. of Each Class
Common Stock 20,000,000
Preferred Stock 10,000,000
The relative rights, preferences, and limitations of the shares of each
class, and of each series within a class, are as follows:
Common Stock: The shares of common stock shall have
unlimited voting rights and are entitled,
together with any services of preferred
stock which also has such right specified,
to receive the net assets of the corporation
upon dissolution.
Preferred Stock: The board of directors shall determine the
preferences, limitations and relative rights
of one or more series of shares of preferred
stock.
4. The existence of the corporation shall begin when these articles are
filed with the Secretary of State unless a delayed date is indicated
(See ss. 33-1-230(b)):
5. The optional provisions which the corporation elects to include in the
articles of incorporation are as follows (See ss. 33-2-102 and the
applicable comments thereto; and 35-2-105 and 35-2-221 of the 1976
South Carolina Code):
A. NO PREEMPTIVE RIGHTS.
No holder of shares of the Corporation of any class, now or
hereafter authorized, shall
have any preferential or preemptive right to subscribe for,
purchase or receive any shares of the stock of the Corporation
of any class, now or hereafter authorized, or any options or
warrants for such shares, or any securities convertible into,
carrying an option to purchase or exchangeable for such
shares, which may at any time be issued, sold or offered for
sale by the Corporation.
B. NO CUMULATIVE VOTING.
The holders of shares entitled to vote at an election of
directors shall not have the right to cumulate their votes.
C. NUMBER OF DIRECTORS.
The Board of Directors shall have the power to set the number
of directors from time to time at six (6) or more directors.
D. CLASSIFICATION OF DIRECTORS: STAGGERED TERMS.
Directors shall be divided into three classes, each class to
be as nearly equal in number as possible. Except as otherwise
required by law or as may be necessary to have the classes as
nearly equal as possible, each director shall be elected to
serve a three (3) year term.
E. BUSINESS COMBINATIONS.
Whether or not the Corporation has a class of voting shares
registered with the Securities and Exchange Commission or
another federal agency under Section 12 of the Securities
Exchange Act of 1934 (the "1934 Act"), any "business
combination," as defined in S.C. Code Section 35-2-205 (as
such section may from time to time be amended) shall only be
undertaken in compliance with the provisions of Article 2 of
Chapter 2 of Title 35 of the South Carolina Code (as such
article may from time to time be amended), as though the
Corporation had a class of voting shares registered under the
1934 Act; provided, however, if Article 2 of Chapter 2 of
Title 35 of the South Carolina Code shall at any time be
repealed, this provision of the Corporation's Articles of
Incorporation shall not also be repealed, but shall remain in
effect, unless repealed by the shareholders, in the form such
Article 2 was in effect immediately prior to such repeal.
F. LIMITATION OF DIRECTOR LIABILITY.
No director of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director occurring after the
effective date hereof; 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 South
Carolina
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Business Corporation Act of 1988, as it may be amended from
time to time (the "Act") or (iv) for any transaction from
which the director derived an improper personal benefit. This
provision shall eliminate or limit the liability of a director
only to the maximum extent permitted from time to time by
Section 33-2-102(e) and 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.
G. QUORUM.
A majority of the shares entitled to vote thereat shall
constitute a quorum at any meeting of shareholders for the
transaction of any business.
H. MERGERS, CONSOLIDATIONS, EXCHANGES, SALES OF ASSETS OR
DISSOLUTION.
With respect to any plan or merger, consolidation or exchange,
or any plan for the sale of all, or substantially all, the
property and assets, with or without the good will, of the
Corporation or any resolution to dissolve the Corporation,
which plan or resolution shall not have been adopted by the
affirmative vote of at least two-thirds of the full board of
directors, such plan or resolution must be approved by the
affirmative vote of holders of 80% of the outstanding shares
of the Corporation.
I. NOMINATION OF DIRECTORS.
No person shall be eligible to be elected a director of the
Corporation at a meeting of shareholders unless that person
has been nominated by a record shareholder entitled to vote at
such meeting by giving written notice of such nomination to
the Secretary of the Corporation at least ninety (90) days
prior to the date of the meeting. Such written notice shall
provide any information required in the Bylaws of the
Corporation.
J. REMOVAL OF DIRECTORS.
An affirmative vote of 80% of the outstanding shares of the
Corporation shall be required to remove any or all of the
directors without cause.
K. DUTY OF DIRECTORS.
When evaluating any proposed plan of merger, consolidation,
exchange, or sale of all, or substantially all, of the assets
of the Corporation, the Board of Directors shall consider the
interests of the employees of the Corporation and the
community or communities in which the Corporation and its
subsidiaries, if any, do business in addition to the interests
of the Corporation's shareholders.
L. AMENDMENT TO ARTICLES OF INCORPORATION.
Any amendment to the Articles of Incorporation of the
Corporation which amends,
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alters, repeals or is inconsistent with any of the provisions
of Article 5.A, B, C, D, E, F, G, H, I, J or K above, or this
Article 5.L, unless such amendment shall have been approved by
the affirmative vote of at least two-thirds of the full board
of directors, shall not be effective unless it is approved by
the affirmative vote of 80% of the outstanding shares of the
Corporation. If two-thirds of the full Board of Directors
approves such an amendment, the amendment need only be
approved by an affirmative vote of holders of two-thirds of
the outstanding shares of the Corporation.
Any amendment to the Articles of Incorporation (other than
these amendments which may be adopted by the Board of
Directors without Shareholder approval) to change the number
or classes of shares the Corporation is authorized to issue or
to change the name of the Corporation may be adopted upon
approval by the affirmative vote of a majority of the
outstanding shares of the Corporation.
6. The name and address of each incorporator is as follows (only one is
required):
Name Address Signature
J. Rodger Anthony 1079 Blackbottom Road /s/J. Rodger Anthony
Greenville, SC
7. I, George S. King, Jr., 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 Section 33-2-102 of the 1976 South Carolina Code.
Date: December 31, 1998
/s/George S. King, Jr.
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(Signature)
George S. King, Jr.
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(Type or Print Name)
Address: P. O. Box 11889
Columbia, South Carolina 29211
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