EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
The undersigned incorporates, each being more than eighteen years of age
and desiring to form a corporation under the laws of the State of South
Carolina, declare that:
1. The name of the proposed corporation is First Citizens
Bancorporation of South Carolina, Inc.
2. The initial registered office of the corporation is 1230 Main Street
located in the City of Columbia, County of Richland, and the State of
South Carolina; and the name of its initial registered agent at such
address is R. W. Braswell.
3. The period of duration of the corporation shall be perpetual.
NOTE: PARAGRAPHS 4. THROUGH 5.e. BELOW WERE CHANGED 12/28/84 AND
PARAGRAPHS 4. AND 5.e. WERE LATER CHANGED ON APRIL 28. 1993. THESE
CHANGES ARE INCLUDED AT THE END OF THIS DOCUMENT.
4. The corporation is authorized to issue 936,704 shares of common
stock (par value $5.00 each); 77,045 shares of preferred stock,
consisting of 10,000 shares of Series A Cumulative Preferred Stock
(par value $50.00 each); 15,000 shares of Series "B" Cumulative
Preferred Stock (par value $50.00 each); 8,077 shares of Series "C"
Cumulative Preferred Stock (par value $20.00 each); 8,000 shares of
Series "D" Cumulative Preferred Stock (par value $50.00 each); and
35,968 shares of Series "F" Cumulative Preferred Stock (par value $50.00
each).
5. The relative rights, preferences and limitations of such classes and
of the several series into which the preferred stock is divided are as
follows:
a. Common
Holders of common shares shall have one vote for each share on all
matters on which shareholders are entitled to vote. They shall have no
preemptive rights to buy or acquire from the corporation any shares of
the corporation, or any options or rights to purchase such shares.
Their rights in respect of dividends and liquidation are subject to the
rights and preferences of the holders of preferred shares as herein set
forth.
b. Preferred
(i) Series "A" Cumulative Preferred Stock - Holders of Series "A"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time on or after
July 1, 1984, upon twenty days written notice, redeem for cash all or
any part (by lot if in part) of the then outstanding Series "A" shares
at the rate of $50.00 per share, plus accrued and unpaid dividends.
(ii) Series "B" Cumulative Preferred Stock - Holders of Series "B"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time, upon twenty
days written notice, redeem for cash all or any part (by lot if in part)
of the then outstanding Series "B" shares at the rate of $50.00 per
share, plus accrued and unpaid dividends.
(iii) Series "C" Cumulative Preferred Stock - Holders of Series "C"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends (the "regular dividend") at the rate of $2.00 per share
annually, payable quarterly. In addition to such regular dividends,
holders of Series "C" shares are entitled to be paid when declared by
the Board of Directors, a special dividend (the "special dividend") in
December of each year in which the regular dividend per share paid on
Series "C" shares is less than twice the amount per share paid by the
corporation on its common shares. The special dividend shall be that
amount per share which equals the difference between the regular
dividend paid per share on the Series "C" shares during such year and
twice the amount of cash dividends per share paid on the common stock
during such year. Upon any increase in the number of common shares
outstanding as a result of a stock split or stock dividend, the amount
of the special dividend shall be adjusted to the extent necessary to
avoid dilution of rights of holders of Series "C" shares to such
dividend. The corporation may, at its option, at any time, upon twenty
days written notice, redeem for cash all or any part (by lot if in part)
of the then outstanding shares of Series "C" at the rate of $100.00 per
share, plus accrued and unpaid dividends.
(iv) Series "D" Cumulative Preferred Stock - Holders of Series "D"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time on or after
February 1, 1985, upon twenty days written notice, redeem for cash all
or any part (by lot if in part) of the then outstanding shares of Series
D at the rate of $100 per share, plus accrued and unpaid dividends.
(v) Series "F" Cumulative Stock - Holders of Series "F" shares are
entitled to be paid, when declared by the Board of Directors, cash
dividends at the rate of $2.50 per share annually, payable quarterly.
The corporation may, at its option, at any time upon twenty days written
notice, redeem for cash all or any part (by lot if in part) of the then
outstanding shares of Series "F" at the rate of $50.00 per share, plus
accrued and unpaid dividends.
c. Before any dividend shall be declared or paid in respect of the
Common Stock, the holders of Preferred Stock, without preference or
priority as between series, shall be entitled, when declared by the
Board of Directors, to receive dividends at the rates hereinabove set
forth. Such preference as to dividends shall be cumulative.
d. In the event of any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, before any amount shall
be paid in respect of the Common Stock, the holders of Preferred Stock,
without preference or priority as between series, shall be entitled to
receive from assets available for distribution to shareholders for each
such share held an amount equal to the par value thereof and to all
dividends accrued but unpaid as of the date of liquidation.
e. Holders of preferred shares of each series of preferred stock
shall have one vote for each share on all matters on which shareholders
are entitled to vote. Neither holders of common shares nor holders of
preferred shares shall have any right to vote as a class except in such
cases as class voting may be required by law. There shall be no right
of cumulative voting in the election of directors.
5. The total amount of authorized capital stock is $8,293,460.00.
6. The existence of the corporation shall begin as of the filing date
with the Secretary of State.
7. The number of directors constituting the initial board of directors
of the corporation is seven, and the name and address of the persons who
are to serve as directors until the first annual meeting of shareholders
or until their successors are elected and qualify are:
Name Address
Frank B. Holding 519 Rosewood Drive
Smithfield, North Carolina 27577
Paul D. Sloan 500 S. Fourteenth Avenue
Dillon, South Carolina 29536
J. Bonner Baxter 747 Cross Hill Road
Columbia, South Carolina 29205
William E. Sellars 4721 Lockewood Lane
Columbia, South Carolina 29206
Henry F. Sherrill 1718 Rosyln Drive
Columbia, South Carolina 29206
C. M. Tucker, Jr. 610 North Pearl Street
Pageland, South Carolina 29728
J. William Wakefield, Jr. 1425 Thornwood Drive
Spartanburg, South Carolina 29302
8. The purpose for which the corporation is organized are: to engage
in business as a one-bank holding company or as a multi-bank holding
company; to buy, sell and lease, develop and deal in real property and
personal property of every type and kind; to conduct manufacturing and
mining operations of every type and kind; to engage in the business of
providing services of all types; and to engage in such other lawful
types of business as the board of directors of the corporation may, from
time to time, deem advisable.
9. The name and address of each incorporator is:
Name Address
R. W. Braswell Route 1, Box 216
Chapin, South Carolina 29036
Marie M. Savage 240 Jamil Road
Columbia, South Carolina 29210
Dated: August 9, 1982
STATE OF SOUTH CAROLINA ) COUNTY OF RICHLAND )
The undersigned R. W. Braswell and Marie M. Savage do hereby certify
that they are the incorporators of First Citizens Bancorporation of
South Carolina, Inc. and are authorized to execute this verification;
that each of the undersigned for himself 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.
R. W. Braswell Marie M. Savage
NOTE: PARAGRAPHS 9.1 AND 9.2 WERE ADDED APRIL 5, 1989 AND ARE INCLUDED
AT THE END OF THIS DOCUMENT.
10. I, the undersigned, 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.
A. L. Moses
Lumpkin & Sherrill
Post Office Drawer 447, 1340 Bull Street
Columbia, South Carolina 29202
Dated: August 9, 1982
AMENDMENTS TO ARTICLES OF INCORPORATION
The following are true and correct copies of changes to the Articles of
Incorporation of First citizens Bancorporation of South Carolina, Inc.
which were duly authorized by the Shareholders, under Articles of Merger
between First Citizens Bancorporation of South Carolina, Inc. and Twin
States Financial Corporation, at a shareholders meeting held on December
28, 1984. The changes involved paragraphs 4 and 5 which now read:
"4. The corporation is authorized to issue 2,000,000 shares of Common
Stock having a par value of $5.00 each; 1,000,000 shares of Non-Voting
Common Stock having a par value of $5.00 each; 68,968 shares of
preferred stock having a par value of $50.00 each, and consisting of
10,000 shares of Series "A" Cumulative Preferred Stock, 15,000 shares of
Series "B" Cumulative Preferred Stock, 8,000 shares of Series "D"
Cumulative Preferred Stock, and 35,968 shares of Series "F" Cumulative
Preferred Stock; 8,077 shares of preferred stock having a par value of
$20.00 each and consisting of 8,077 shares of Series "C" Cumulative
Preferred Stock; and 500,000 shares of preferred stock without par
value, designated as No-Par Preferred Stock and consisting of 590 shares
of Series "E" Cumulative Preferred Stock, 11,659 shares of Series "G"
Cumulative Preferred Stock, and 487,751 shares of such No-Par Cumulative
Preferred Stock not presently established as one or more series. The
board of directors of the corporation shall have the authority to
establish from such No Par shares one or more series and to fix and
determine the relative rights and preferences of the shares of any
series so established.
5. The relative rights, preferences and limitations of such classes and
of the several series into which the preferred stock is divided are as
follows:
a. Common Stock
Holders of shares of Common Stock shall have one vote for each share
on all matters on which shareholders are entitled to vote and may vote
cumulatively for the election of the corporation's directors. They
shall have no preemptive rights to buy or acquire from the corporation
any shares of the corporation, or any options or rights to purchase such
shares. Their rights in respect of dividends and liquidation are
subject to the rights and preferences of the holders of preferred shares
as herein set forth.
Holders of shares of Non-Voting Common Stock shall have no right to
vote on any matter on which shareholders are entitled to vote except in
such instances as South Carolina law may require that they vote as a
class, in which event holders of such shares shall have one vote for
each share. In all other respects, holders of Non-Voting Common Stock
shall have the same rights, privileges and limitations (including lack
of preemptive rights) that holders of Common Stock have.
b. Preferred
(i) Series "A" Cumulative Preferred Stock - Holders of Series "A"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time upon twenty
days written notice, redeem for cash all or any part (by lot if in part)
of the then outstanding Series "A" shares at the rate of $50.00 per
share, plus accrued and unpaid dividends.
(ii) Series "B" Cumulative Preferred Stock - Holders of Series "B"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time, upon twenty
days written notice, redeem for cash all or any part (by lot if in part)
of the then outstanding Series "B" shares at the rate of $50.00 per
share, plus accrued and unpaid dividends.
(iii) Series "D" Cumulative Preferred Stock - Holders of Series "D"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time on or after
February 1, 1985, upon twenty days written notice, redeem for cash all
or any part (by lot if in part) of the then outstanding shares of Series
"D" at the rate of $100 per share, plus accrued and unpaid dividends.
(iv) Series "E" Cumulative Preferred Stock - Holders of Series "E"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $10.00 per share annually, payable semi-
annually. The corporation may, at its option, at any time upon twenty
days written notice, call for redemption in cash all or any part (by lot
if in part) of the then outstanding shares of Series "E" at the rate of
$200.00 per share, plus accrued and unpaid dividends.
(v) Series "F" Cumulative Preferred Stock - Holders of Series "F"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time upon twenty
days written notice, redeem for cash all or any part (by lot if in part)
of the then outstanding shares of Series "F" at the rate of $50.00 per
share, plus accrued and unpaid dividends.
(vi) "C" Cumulative Preferred Stock - Holders of Series "C" shares
are entitled to be paid, when declared by the Board of Directors, cash
dividends (the "regular dividend") at the rate of $2.00 per share
annually, payable quarterly. In addition to such regular dividends,
holders of Class "C" shares are entitled to be paid when declared by the
Board of Directors, a special dividend (the "special dividend") in
December of each year in which the regular dividend per share paid on
Class "C" shares is less than twice the amount per share paid by the
corporation on its common shares. The special dividend shall be that
amount per share which equals the difference between the regular
dividend paid per share on the Class "C" shares during such year and
twice the amount of cash dividends per share paid on the common stock
during such year. Upon any increase in the number of common shares
outstanding as a result of a stock split or stock dividend, the amount
of the special dividend shall be adjusted to the extent necessary to
avoid dilution of rights of holders of Class "C" shares to such
dividend. The corporation may, at its option, at any time, upon twenty
days written notice, redeem for cash all or any part (by lot if in part)
of the then outstanding shares of Class "C" at the rate of $100.00 per
share, plus accrued and unpaid dividends.
(vii) Series "G" Cumulative Preferred Stock - Holders of Series "G"
shares are entitled to be paid, when declared by the Board of Directors,
cash dividends at the rate of $2.50 per share annually, payable
quarterly. The corporation may, at its option, at any time after
January 1, 1990, upon twenty days written notice, redeem for cash all or
any part (by lot if in part) of the then outstanding shares of Series
"G" at the rate of $50.00 per share, plus accrued and unpaid dividends.
c. Before any dividend shall be declared or paid in respect of the
Common Stock, or the Non-Voting Common Stock the holders of preferred
stock, without preference or priority as between classes or series,
shall be entitled, when declared by the Board of Directors, to receive
dividends at the rates hereinabove set forth. Such preference as to
dividends shall be cumulative.
d. In the event of any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, before any amount shall
be paid in respect of the Common Stock, or the Non-Voting Common Stock
the holders of preferred stock, without preference or priority as
between class or series, shall be entitled to receive from assets
available for distribution to shareholders all dividends accrued but
unpaid as of the date of liquidation and for each such share having a
par value an amount equal to the par value thereof and for each share of
Series G, the sum of $50.00, and for each share of Series E the sum of
$200.00.
e. Holders of shares of Series "A", "B", "C", "D", "F" and "G" stock
shall have one vote for each share on all matters on which shareholders
are entitled to vote, and may vote cumulatively for the election of the
corporation s directors. Holders of shares of Series "E" stock shall
have no right to vote on any matter on which shareholders are entitled
to vote, except as required by law and except that if at any time the
dividend is in arrears on such series, the holders thereof may, in the
election of the directors, cast one vote per share. Neither holders of
common shares nor holders of preferred shares shall have any right to
vote as a class except in such cases as class voting may be required by
law."
E. W. Wells, Secretary
The following are true and correct copies of changes to the Articles of
Incorporation of First Citizens Bancorporation of South Carolina, Inc.
which were duly authorized by the shareholders at a shareholders meeting
held on April 5, 1989. The changes involved additions of paragraphs 9.1
and 9.2 which read:
"9.1 Pursuant to Section 35-2-221 of the South Carolina Code, as
amended, the provisions of Sections 35-2-201 through 35-2-226 of the
1976 South Carolina Code, enacted as part of Section 8 of Act 444 of
1988 (R.490) shall not apply to this corporation.
9.2 A director of the corporation shall not be personally liable for
monetary damages for breach of fiduciary duty as a director, except for:
(i) act of omissions not in good faith or which involve gross
negligence, intentional misconduct, or a knowing violation of law; (ii)
any breach of the director's duty of loyalty to the corporation or its
stockholders; (iii) any transaction from which the director derived an
improper personal benefit; or (iv) liability for unlawful distributions
imposed under Section 33-8-330 of the 1976 South Carolina Code, as
amended."
E. W. Wells, Corporate Secretary
On April 28, 1993, the corporation adopted the following Amendment(s) to
its Articles of Incorporation:
Resolved, that Paragraph 4 of the Articles of Incorporation of the
Corporation is hereby amended to read as follows:
"4. The corporation is authorized to issue 2,000,000 shares of Common
Stock having a par value of $5.00 each; 1,000,000 shares of Non-Voting
Common Stock having a par value of $5.00 each; 68,968 shares of
preferred stock having a par value of $50.00 each, and consisting of
10,000 shares of Series "A" Cumulative Preferred Stock, 15,000 shares of
Series "B" Cumulative Preferred Stock, 8,000 shares of Series "D"
Cumulative Preferred Stock, and 35,968 shares of Series "F" Cumulative
Preferred Stock; 8,077 shares of preferred stock having a par value of
$20.00 each and consisting of 8,077 shares of Series "C" Cumulative
Preferred Stock; and 5,000,000 shares of preferred stock without par
value, designated as No-Par Preferred Stock and consisting of 590 shares
of Series "E" Cumulative Preferred Stock, 11,659 shares of Series "G"
Cumulative Preferred Stock, and 4,987,751 shares of such No-Par
Cumulative Preferred Stock not presently established as one or more
series. The board of directors of the corporation shall have the
authority to establish from such No Par shares one or more series and to
fix and determine the relative rights and preferences of the shares of
any series so established."
Resolved, that Paragraph 5 of the Articles of Incorporation of the
Corporation is hereby amended to add sub-paragraph "e" thereto, which
shall read as follows:
"5. e. The corporation elects not to have preemptive rights with
respect to any class or series of its shares."