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EXHIBIT 3.1(B)
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to ss.33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned corporation adopts following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is Sun Bancshares, Inc.
2. On February 7, 2000, the corporation adopted the following Amendment(s)
of its Articles of Incorporation:
Items (a) (i) and (ii) in Article 5.9 - Certain Business Transactions
in Exhibit "B" of the Articles of Incorporation are to be deleted from
said Articles of Incorporation and replaced with the following item:
Article 5.9 - Certain Business Transactions
(a) In any case in which the South Carolina Business
Corporation Act of 1988 or other applicable law
requires shareholder 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, such approval shall require either:
(i) 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
(ii) 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.
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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 effect, 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 Votes Number of
Voting Outstanding Votes Enti- Represented at Undisputed*
Group Shares titled to the Meeting Shares Voted
For Against
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Dalton B. One (1) One (1) One (1) For
Floyd, Jr.
*NOTE: Pursuant to Section 33-10-106(6)(1), the corporation can
alternatively state the total number of undisputed shares cast
for the amendment by each voting group either with a statement
that the number cast for the amendment by each voting group
was sufficient for approval by that voting group.
b. _____ The Amendment(s) was duly adopted by the incorporators
or Board of Directors without shareholder approval pursuant to
ss.ss.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.
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5. Unless a delayed date is specified, the effective date of these
Articles of Amendment shall be the date of acceptance for filing by the
Secretary of State (See ss.33-1-230(b)):
______________________.
Date: FEBRUARY 7, 2000. SUN BANCSHARES, INC.
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/s/ Dalton B. Floyd, Jr.
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(Signature)
DALTON B. FLOYD, JR.,
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CHIEF EXECUTIVE OFFICER
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(Type or Print Name and Office)
FILING INSTRUCTIONS
1. Two copies of this form, one of which can either be a duplicate
original or a conformed copy, must be filed.
2. If the space in this form is insufficient, please attach additional
sheets containing a reference to the appropriate paragraph in this
form.
3. Filing fees and taxes payable to the Secretary of State at the time of
filing application.
Filing Fee $ 10.00
Filing Tax 100.00
Total $110.00