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EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
TO THE
ARTICLES OF INCORPORATION
OF
GREENVILLE FIRST BANCSHARES, INC.
FILED MARCH 29, 1999
ARTICLE ONE
NAME
The name of the corporation is Greenville First Bancshares, Inc. (the
"Corporation").
ARTICLE TWO
ADDRESS AND REGISTERED AGENT
The street address of the initial registered office of the Corporation
shall be 301 North Main Street, Greenville, South Carolina 29601. The name of
the Corporation's initial registered agent at such address shall be R. Arthur
Seaver, Jr.
ARTICLE THREE
CAPITALIZATION
The Corporation shall have the authority, exercisable by its board of
directors, to issue up to 10,000,000 shares of voting common stock, par value
$.01 per share, and to issue up to 10,000,000 shares of preferred stock, par
value $.01 per share. The board of directors shall have the authority to specify
the preferences, limitations and relative rights of each class of preferred
stock.
ARTICLE FOUR
PREEMPTIVE RIGHTS
The shareholders shall not have any preemptive rights to acquire
additional stock in the Corporation.
ARTICLE FIVE
NO CUMULATIVE VOTING RIGHTS
The Corporation elects not to have cumulative voting, and no shares
issued by this Corporation may be cumulatively voted for directors of the
Corporation (or for any other decision).
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ARTICLE SIX
LIMITATION ON DIRECTOR LIABILITY
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of the duty of
care or any other duty as a director, except that such liability shall not be
eliminated for:
(i) any breach of the director's duty of loyalty to the
Corporation or its shareholders;
(ii) acts or omissions not in good faith or which involve
gross negligence, intentional misconduct, or a knowing violation of
law;
(iii) liability imposed under Section 33-8-330 (or any
successor provision or redesignation thereof) of the Act; and
(iv) any transaction from which the director derived an
improper personal benefit.
If at any time the Act shall have been amended to authorize the further
elimination or limitation of the liability of a director, then the liability of
each director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Act, as so amended, without further action by the
shareholders, unless the provisions of the Act, as amended, require further
action by the shareholders.
Any repeal or modification of the foregoing provisions of this Article
Six shall not adversely affect the elimination or limitation of liability or
alleged liability pursuant hereto of any director of the Corporation for or with
respect to any alleged act or omission of the director occurring prior to such a
repeal or modification.
ARTICLE SEVEN
CONTROL SHARE ACQUISITIONS
The provisions of Title 35, Chapter 2, Article 1 of the Code of Laws of
South Carolina shall not apply to control share acquisitions of shares of the
Corporation.
ARTICLE EIGHT
CLASSIFIED BOARD OF DIRECTORS
At any time that the Board has six or more members 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 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,
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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.
ARTICLE NINE
CONSIDERATION OF OTHER CONSTITUENCIES
In discharging the duties of their respective positions and in
determining what is in the best interests of the Corporation, the board of
directors, committees of the board of directors, and individual directors, in
addition to considering the effects of any actions on the Corporation and its
shareholders, may consider the interests of the employees, customers, suppliers,
creditors, and other constituencies of the Corporation and its subsidiaries, the
communities and geographical areas in which the Corporation and its subsidiaries
operate or are located, and all other factors such directors consider pertinent.
This provision solely grants discretionary authority to the board of directors
and shall not be deemed to provide to any other constituency any right to be
considered.
ARTICLE TEN
NAME AND ADDRESS OF THE SOLE INCORPORATOR
The sole incorporator is R. Arthur Seaver, Jr., whose address is 301
North Main Street, Greenville, South Carolina 29601
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation as of the date indicated below.
Date: July 14, 1999 /s/ R. Arthur Seaver, Jr.
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R. Arthur Seaver, Jr.
Chief Executive Officer
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CERTIFICATE ACCOMPANYING THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
GREENVILLE FIRST BANCSHARES, INC.
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:
1. On July 14, 1999, the corporation adopted the following amendments(s)
to its articles of incorporation: (Type or Attach the Complete Text of
Each Amendment):
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 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.
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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
------ ----------- -------------- --------------- --------- ---------
Common 10 10 10 10 -0-
b. [ ] The amendment(s) was duly adopted by the Incorporators or
board 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: July 14, 1999 Greenville First Bancshares, Inc.
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By: /s/ R. Arthur Seaver, Jr.
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R. Arthur Seaver, Jr.
Chief Executive Officer
*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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