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EXHIBIT 3.1
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
RESTATED ARTICLES OF INCORPORATION
Pursuant to ss.33-10-107 of the 1976 South Carolina, as amended, the
corporation hereby submits the following information:
1. The name of the Corporation is NEW COMMERCE BANCORP.
2. If the name of the Corporation has ever been changed, all of its former
names:
a) MSB Investments, Inc.
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(name specified in original articles of incorporation)
b) ------------------------------------------------------
c) ------------------------------------------------------
3. The original articles of incorporation were filed on July 22, 1998.
4. The registered office of the corporation is 100 East Coffee Street in
the City of Greenville, South Carolina 29601, and the registered agent
at such address is Richard L. Few, Jr.
The corporation is authorized to issue shares of stock as follows.
Complete a or b, whichever is applicable:
a. [ ] If the corporation is authorized to issue a single class of
shares, the total number of shares authorized is ____________.
b. [b] The corporation is authorized to issue more than one class of
shares:
Class of Shares Authorized No. of Each Class
Common 10,000,000
Preferred 10,000,000
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The relative rights, preferences, and limitations of the shares of
each class, and each series within a class, are as follows:
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE CORPORATION
SHALL BE 10,000,000 WITH A PAR VALUE OF $0.01 EACH.
THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK OF THE CORPORATION
IS HEREBY INCREASED TO 10,000,000 WITH A PAR VALUE OF $0.01, WITH
TERMS AND CONDITIONS OF SUCH PREFERRED STOCK TO BE DETERMINED BY THE
BOARD OF DIRECTORS IN ITS SOLE DISCRETION.
NO SHAREHOLDER OF THE CORPORATION SHALL HAVE ANY PREEMPTIVE OR
PREFERENTIAL RIGHT OF SUBSCRIPTION TO ANY SHARES OF ANY CLASS OF THE
CORPORATION, WHETHER NOW OR HEREAFTER AUTHORIZED, OR TO ANY
OBLIGATIONS CONVERTIBLE INTO SHARES OF THE CORPORATION, ISSUED OR
SOLD, NOR ANY RIGHT OF SUBSCRIPTION TO ANY THEREOF.
THE SHAREHOLDERS SHALL NOT BE ABLE TO CUMULATIVELY VOTE THEIR SHARES
OF STOCK IN THE CORPORATION ON ANY MATTER.
6. The optional provisions which the corporation elects to include in the
articles of incorporation are as follows (See ss.33-2-101 and the
applicable comments thereto; and ss.ss.35-2-105 and 35-2-221 of the
South Carolina Code):
AT ANY TIME THAT THE BOARD HAS SIX OR MORE MEMBERS, 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. THE TERMS OF DIRECTORS IN THE FIRST CLASS
EXPIRE AT THE FIRST ANNUAL SHAREHOLDERS' MEETING AFTER THEIR ELECTION,
THE TERMS OF THE SECOND CLASS EXPIRE AT THE SECOND ANNUAL
SHAREHOLDERS' MEETING AFTER THEIR ELECTION, AND THE TERMS OF THE THIRD
CLASS 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 DIRECTORS 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
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NUMBER OF DIRECTORS IS INCREASED AND ANY NEWLY CREATED DIRECTORSHIPS
ARE FILLED BY THE BOARD, 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 EARLIER DEATH, WRITTEN
RESIGNATION, RETIREMENT, DISQUALIFICATION OR REMOVAL, SHALL SERVE FOR
THE DURATION OF HIS TERM, AS STAGGERED, AND THEREAFTER UNTIL HIS
SUCCESSOR SHALL HAVE BEEN ELECTED AND QUALIFIED.
7. Unless a delayed effective date is specified, this application will be
effective upon acceptance for filing by the Secretary of State (See
ss. 33-1-230(b)): January 13,1999
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CERTIFICATE ACCOMPANYING THE RESTATED
ARTICLES OF INCORPORATION
Check either A or B, whichever is applicable; and if B applies,
complete the additional information requested:
A. [ ] The attached restated articles of incorporation do not contain
any amendments to the corporation's articles of incorporation and have been
duly approved by the corporation's board of directors as authorized by
ss.33-10-107(a).
B. [x] The attached restated articles of incorporation contain one or
more amendments to the corporation's articles of incorporation. Pursuant to
Section 33-10-107(d)(2), the following information concerning the amendment(s)
is hereby submitted:
2. On January 12, 1999, the corporation adopted the following
amendments(s) to its articles of incorporation: (Type or Attach the
Complete Text of Each Amendment):
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE CORPORATION
SHALL BE 10,000,000 WITH A PAR VALUE OF $0.01 EACH.
THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK OF THE CORPORATION
IS HEREBY INCREASED TO 10,000,000 WITH A PAR VALUE OF $0.01, WITH
TERMS AND CONDITIONS OF SUCH PREFERRED STOCK TO BE DETERMINED BY THE
BOARD OF DIRECTORS IN ITS SOLE DISCRETION.
NO SHAREHOLDER OF THE CORPORATION SHALL HAVE ANY PREEMPTIVE OR
PREFERENTIAL RIGHT OF SUBSCRIPTION TO ANY SHARES OF ANY CLASS OF THE
CORPORATION, WHETHER NOW OR HEREAFTER AUTHORIZED, OR TO ANY
OBLIGATIONS CONVERTIBLE INTO SHARES OF THE CORPORATION, ISSUED OR
SOLD, NOR ANY RIGHT OF SUBSCRIPTION TO ANY THEREOF.
THE SHAREHOLDERS SHALL NOT BE ABLE TO CUMULATIVELY VOTE THEIR SHARES
OF STOCK IN THE CORPORATION ON ANY MATTER.
AT ANY TIME THAT THE BOARD HAS SIX OR MORE MEMBERS, 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
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CLASS ACCOUNTING FOR ONE-THIRD, AS NEAR AS MAY BE, OF THE TOTAL. THE
TERMS OF DIRECTORS IN THE FIRST CLASS EXPIRE AT THE FIRST ANNUAL
SHAREHOLDERS' MEETING AFTER THEIR ELECTION, THE TERMS OF THE SECOND
CLASS EXPIRE AT THE SECOND ANNUAL SHAREHOLDERS' MEETING AFTER THEIR
ELECTION, AND THE TERMS OF THE THIRD CLASS 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 DIRECTORS 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 DIRECTORS IS INCREASED
AND ANY NEWLY CREATED DIRECTORSHIPS ARE FILLED BY THE BOARD, 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 EARLIER DEATH, WRITTEN RESIGNATION, RETIREMENT, DISQUALIFICATION
OR REMOVAL, SHALL SERVE FOR THE DURATION OF HIS TERM, AS STAGGERED,
AND THEREAFTER UNTIL HIS SUCCESSOR SHALL HAVE BEEN ELECTED AND
QUALIFIED.
THE RESTATED ARTICLES OF INCORPORATION, THE FORM OF WHICH ARE ATTACHED
IN THIS CONSENT, ARE HEREBY ADOPTED AS THE ARTICLES OF INCORPORATION
OF THE CORPORATION, WITH ALL AMENDMENTS TO THE ORIGINAL ARTICLES OF
INCORPORATION OF THE CORPORATION REFLECTED THEREIN.
2. 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"). Not Applicable
3. 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 vote of such shares was:
Number of Number of Number of Votes Number of Undisputed*
Voting Outstanding Votes Entitled Represented At Shares Voted
Group Shares to be Cast the meeting For Against
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Common 200,000 200,000 200,000 200,000 -0-
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b. [ ] The amendment(s) was duly adopted by the Incorporators or broad
of directors without shareholder approval pursuant to
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.
DATE: January 12, 1999 New Commerce BanCorp.
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By: /s/ James D. Stewart
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James D. Stewart, President
*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.
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FILING INSTRUCTIONS
1. Two copies of this form, the original and either 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. The filing fee is $10.00 payable to the Secretary of State at the time
this document is filed. If the restated articles of incorporation
includes any amendments to the corporation's articles of
incorporation, a $100.00 filing tax must be paid in addition the
$10.00 filing fee.
NOTE: PLEASE DISCARD THIS PAGE BEFORE FILING