EXHIBIT 3(A)
STATE OF (Seal of North Carolina
NORTH appears here) Department of The
CAROLINA Secretary of State
To all whom these presents shall come, Greetings: I, Rufus L. Edmisten,
Secretary of State of the State of North Carolina, do hereby certify the
following and hereto attached to be a true copy of
ARTICLES OF AMENDMENT
OF
TRIANGLE BANCORP, INC.
the original of which was filed in this office on the 26th day of May, 1995.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal at the City of Raleigh, this 26th day of
May, 1995.
(Seal of North Carolina
appears here) (Signature of Rufus L. Edmisten
appears here)
Secretary of State
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
TRIANGLE BANCORP, INC.
The undersigned corporation hereby executes these Articles of Amendment
for the purpose of amending its Amended and Restated Articles of Incorporation:
1. The name of the corporation is Triangle Bancorp, Inc.
2. The text of the amendment to the Amended and Restated Articles of
Incorporation was adopted on the 23rd day of May, 1995 and approved by the
shareholders of the corporation, as required by N.C.G.S. ss. 55.
3. The Amended and Restated Articles of Incorporation of the
corporation are amended by deleting the text of Article II and inserting in lieu
thereof the following new Article II:
"The aggregate number of shares which the Corporation is
authorized to issue is 20,000,000 shares. The shares shall
be all of one class, designated as common stock."
IN WITNESS THEREOF, these Articles of Amendment are signed by the
President of the corporation this the 26th day of May, 1995.
Triangle Bancorp, Inc.
By: (Signature of Michael S. Patterson
appears here)
____________________________________________
Michael S. Patterson
President
Prepared by and return to:
Mr. Alexander M. Donaldson
For the firm of
Ward and Smith, P.A.
Suite 2400, Two Hannover Square
Fayetteville Street Mall
Raleigh, North Carolina 27601
STATE OF (Seal of North Carolina
NORTH appears here) Department of The
CAROLINA Secretary of State
To all whom these presents shall come, Greetings:
I, Rufus L. Edmisten, Secretary of State of the State of North Carolina, do
hereby certify the following and hereto attached to be a true copy of
ARTICLES OF AMENDMENT
OF
TRIANGLE BANCORP, INC.
the original of which was filed in this office on the 23rd day of
December, 1993.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal at the City of Raleigh, this 23rd day of
December, 1993.
(Seal of North Carolina
appears here)
(Signature of Rufus L. Edmisten
appears here)
Secretary of State
ARTICLES OF MERGER
OF
ATLANTIC COMMUNITY BANCORP, INC.
INTO
TRIANGLE BANCORP, INC.
Triangle Bancorp, Inc. (the "Surviving Corporation"), a corporation
organized under the laws of the State of North Carolina, hereby submits these
Articles of Merger for the purpose of merging Atlantic Community Bancorp, Inc.
(the "Merging Corporation"), a corporation organized under the laws of the State
of North Carolina, into the Surviving Corporation:
I. The Plan of Merger dated October 31, 1994 attached hereto and
incorporated herein by reference was duly approved in the manner prescribed by
law.
II. Shareholder approval was obtained as required by Chapter 55 of the
North Carolina General Statutes.
III. These Articles of Merger shall be effective as of 5:00 p.m. on the
31st day of March, 1995.
IN WITNESS WHEREOF, these Articles of Merger are signed by the
President of the Surviving Corporation as of the 29th day of March, 1995.
TRIANGLE BANCORP, INC.
By: (Signature of Michael S. Patterson
appears here)
_________________________________________
Michael S. Patterson, President
Prepared by and return to:
Alexander M. Donaldson
For the firm of
Ward and Smith, P.A.
Suite 2400
Two Hannover Square
Fayetteville Street Mall
Raleigh, North Carolina 27601
Telephone: (919) 836-1800
PLAN OF MERGER
1.1. Names of Merging Corporations. The names of the corporations
proposed to be merged are ATLANTIC COMMUNITY BANCORP, INC. ("Atlantic") and
TRIANGLE BANCORP, INC. ("Triangle").
1.2. Nature of Transaction. Subject to the provisions of this
Agreement, at the "Effective Time" (as defined in Paragraph 1.7. below),
Atlantic shall be merged into and with Triangle (the "Merger").
1.3. Effect of Merger; Surviving Corporation. At the Effective Time and
by reason of the Merger, the separate corporate existence of Atlantic shall
cease while the corporate existence of Triangle as the surviving corporation in
the Merger shall continue with all of its purposes, objects, rights, privileges,
powers and franchises, all of which shall be unaffected and unimpaired by the
Merger. The duration of the corporate existence of Triangle as the surviving
corporation shall be perpetual and unlimited. Except as otherwise provided
herein, the Merger shall have all of the effects set out in Section 55-11-06 of
the North Carolina General Statutes.
1.4. Assets and Liabilities of Atlantic. At the Effective Time and by
reason of the Merger, and in accordance with N.C. GEN. STAT. ss.55-11-06, all of
the property, assets and rights of every kind and character of Atlantic
(including without limitation all real, personal or mixed property, all debts
due on whatever account, all other choses in action and all and every other
interest of or belonging to or due to Atlantic, whether tangible or intangible)
shall be transferred to and vest in Triangle, and Triangle shall succeed to all
the rights, privileges, immunities, powers, purposes and franchises of a public
or private nature (including all trust and fiduciary properties, powers and
rights) of Atlantic, all without any conveyance, assignment or further act or
deed; and Triangle shall become responsible for all of the liabilities, duties
and obligations of every kind, nature and description (including, but not
limited to, Atlantic's obligations, if any, under its 12.5% subordinated
debentures due December 31, 2,000 (the "Debentures") which will be automatically
and expressly assumed in accordance with the terms of such debentures, and its
duties as trustee or fiduciary) of Atlantic as of the Effective Time.
1.5. Conversion and Exchange of Stock.
a. Conversion of Atlantic Stock. Except as provided herein, at the
Effective Time all rights of Atlantic's shareholders with respect to all then
outstanding shares of common stock of Atlantic ("Atlantic Stock") shall cease to
exist and the holders of shares of Atlantic Stock shall cease to be, and shall
have no
further rights as, shareholders of Atlantic, but shall become and be
shareholders of Triangle. As consideration for and to effectuate the Merger (and
except as otherwise provided herein), each such outstanding share of Atlantic
Stock shall be converted, without any action on the part of the holder of such
share, Triangle or Atlantic, into a number of newly issued shares of common
stock of Triangle ("Triangle Stock") determined in accordance with the "Exchange
Ratio" (as defined below).
b. Conversion of Atlantic Warrants. At the Effective Time, each warrant
previously granted by Atlantic to purchase shares of Atlantic Stock (the
"Warrants") and which is outstanding on the date of this Agreement automatically
shall be converted into a warrant to purchase a number of shares of Triangle
Stock equal to the number of shares of Atlantic Stock originally covered by the
warrant multiplied by the Exchange Ratio (as defined below). The purchase or
exercise price of each share of Triangle Stock under each such warrant shall be
equal to the per share purchase or exercise price of Atlantic Stock previously
covered by such warrant divided by the Exchange Ratio (and rounded up to the
nearest cent). All other terms of each such Atlantic Warrant shall apply to the
purchase of Triangle Stock thereunder and shall be unaffected by the Merger or
conversion, including but not limited to Sections 8.2 and 8.3 of the Warrants.
For purposes of Paragraphs 1.5.a. and 1.5.b., the "Exchange Ratio"
shall equal six-tenths (0.6) of one share of Triangle Stock for each share of
Atlantic Stock. Notwithstanding anything contained herein to the contrary, the
Exchange Ratio shall be reduced by appropriate method to the extent that (i) any
cash dividends or other distributions are paid or made by Atlantic between the
date of this Agreement and the Effective Time in excess of regular quarterly
dividends of $0.02 per share, (ii) the aggregate amount of fees paid by Atlantic
to Legg Mason Wood Walker, Inc. ("Legg Mason") for delivery of a "Fairness
Opinion" or for any other services provided to Atlantic by Legg Mason from
January 1, 1994 to the Effective Time shall exceed $50,000 (together with
reimbursement for out-of-pocket expenses not to exceed $5,000.00), and (iii) the
aggregate amount of fees and expenses paid by Atlantic to other individuals or
entities for accounting, legal or other services provided to Atlantic by such
entities in connection with the Merger exceeds $40,000.
c. Exchange and Payment Procedures. Following the Effective Time,
certificates representing shares of Atlantic Stock outstanding at the Effective
Time (herein sometimes referred to as "Old Certificates") shall evidence only
the right of the registered holder thereof to receive, and may be exchanged
for, (i) certificates evidencing the number of whole shares of Triangle Stock to
which such holders shall have become entitled ("New Certificates"), plus cash
for any fractional share interests as provided herein, or (ii) in the case of
shares as to which rights of dissent and appraisal are properly exercised (as
provided
below), cash as provided in Article 13 of the North Carolina Business
Corporation Act.
Following the Effective Time there shall be no further transfers of
Atlantic Stock on the stock transfer books of Atlantic or the registration of
any transfer of an Old Certificate by any holder thereof, and the surrender of
each Old Certificate as provided herein shall be made by or on behalf of its
holder of record as of the Effective Time.
As promptly as practicable following the Effective Time, Triangle shall
send or cause to be sent to each former shareholder of Atlantic of record
immediately prior to the Effective Time written instructions and transmittal
materials (a "Transmittal Letter") for use in surrendering Old Certificates to
the Transfer Agent. Upon the proper surrender and delivery to First-Citizens
Bank & Trust Company, in its capacity as the transfer agent of Triangle Stock
(the "Transfer Agent") (in accordance with Triangle's above instructions and
accompanied by a properly completed Transmittal Letter) by a former shareholder
of Atlantic of his or her Old Certificate(s), and in exchange therefor, the
Transfer Agent shall issue, register in the name of and deliver to such
shareholder the New Certificate(s) to which such shareholder is entitled
pursuant to Paragraph 1.5.a. above.
d. Treatment of Fractional Shares. No scrip or certificates
representing fractional shares of Triangle Stock will be issued to any former
shareholder of Atlantic, and, except as provided below, no such shareholder will
have any right to vote or receive any dividend or other distribution on, or any
other right with respect to, any fraction of a share of Triangle Stock resulting
from the above exchange. In the event the exchange of shares results in the
creation of fractional shares, in lieu of the issuance of fractional shares of
Triangle Stock, Triangle will deliver cash to the Transfer Agent in an amount
equal to the aggregate Market Value (as defined below) of all such fractional
shares, and in such event the Transfer Agent shall divide such cash among and
remit it (without interest) to the former shareholders of Atlantic in accordance
with their respective interests.
For purposes of this Paragraph 1.5.d., "Market Value" shall mean the
average of the closing price of Triangle Stock on the Nasdaq National Market
during the period of ten consecutive trading days ending on either March 9, 1995
or the business day immediately preceding the Effective Date, whichever yields
the greater amount.
e. Surrender of Certificates. Subject to Paragraph 1.5.h. below, no
Triangle Stock certificate or cash shall be delivered to any former shareholder
of Atlantic unless and until such shareholder shall have properly surrendered to
the Transfer Agent the Old Certificate(s) formerly representing his or her
shares of Atlantic Stock, together with a properly completed Transmittal Letter
in such form as shall be provided to the
shareholder by Triangle for that purpose. Further, until such Old Certificates)
are so surrendered, no dividend or other distribution payable to holders of
record of Triangle Stock as of any date subsequent to the Effective Time shall
be delivered to the holder of such Old Certificate(s). However, subject to prior
escheatment under applicable law, upon the proper surrender of such Old
Certificate(s) the Transfer Agent shall pay to the registered holder of the
shares of Triangle Stock represented by such Old Certificate(s) the amount of
any such dividends, or distributions which have accrued but remain unpaid with
respect to such shares of Triangle Stock. Neither Atlantic, Triangle nor the
Transfer Agent shall have any obligation to pay any interest on any such
dividends, interest or distributions for any period prior to such payment.
f. Antidilutive Adjustments. If, following October 31, 1994, Triangle
shall change the number of outstanding shares of Triangle Stock as a result of a
dividend payable in shares of Triangle Stock, a stock split, a reclassification
or other subdivision or combination of outstanding shares, and if the record
date of such event occurs prior to the Effective Time, then an appropriate and
proportionate adjustment will be made in the number of shares of Triangle Stock
to be issued in exchange for each of the shares of Atlantic Stock.
g. Dissenters. Any shareholder of Atlantic who has and properly
exercises the right of dissent and appraisal with respect to the Merger as
provided in Article 13 of the North Carolina Business Corporation Act
("Dissenters Rights") shall be entitled to receive payment of the fair value of
his or her shares of Atlantic Stock in the manner and pursuant to the procedures
provided therein. Shares of Atlantic Stock held by persons who exercise
Dissenters Rights shall not be converted into Triangle Stock as provided in
Paragraph 1.5.a. above. However, if any shareholder of Atlantic who exercises
Dissenters Rights shall fail to perfect his or her right to receive cash as
provided above, or effectively shall waive or lose such right, then each of his
or her shares of Atlantic Stock, at Triangle's sole option, shall be deemed to
have been converted into the right to receive Triangle Stock as of the Effective
Time as provided in Paragraph 1 5.a. above. Any shares of Triangle Stock
authorized to be issued pursuant to this Agreement but not exchanged for shares
of Atlantic Stock because of the exercise of Dissenters Rights may (i) be sold
by the Transfer Agent at public auction or by private sale, or through a dealer
or by any other reasonable method, at its election, for the best available
price, and the net proceeds of any such sale shall be retained by Triangle or
(ii) cancelled upon the books of Triangle.
h. Lost Certificates. Any shareholder of Atlantic whose certificate
evidencing shares of Atlantic Stock has been lost, destroyed, stolen or
otherwise is missing shall be entitled to receive a certificate representing the
shares of Triangle Stock to which he or she is entitled in accordance with and
upon compliance with conditions imposed by the Transfer Agent or
Triangle (including without limitation a requirement that the shareholder
provide a lost instruments indemnity or surety bond in form, substance and
amount satisfactory to the Transfer Agent and Triangle).
i. Outstanding Trianqle Stock. The status of the shares of
Triangle Stock which are outstanding immediately prior to the Effective Time
shall not be affected by the Merger.
1.6. Articles, Bylaws and Management. The Articles of Incorporation and
Bylaws of Triangle in effect at the Effective Time shall be the Articles of
Incorporation and Bylaws of Triangle as the surviving corporation. The officers
and the directors of Triangle in office at the Effective Time shall continue to
hold such offices until removed as provided by law or until the election or
appointment of their respective successors.
1.7. Closing; Effective Time. The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place at the offices
of Triangle, in Raleigh, North Carolina, or at such other place as Triangle
shall designate, on March 31, 1995 or on such other date mutually agreed upon by
the parties hereto (the "Closing Date"). At the Closing, Triangle and Atlantic
shall take such actions (including without limitation the delivery of certain
closing documents and the execution of Articles of Merger under North Carolina
law) as are required herein and as otherwise shall be required by law to
consummate the Merger and cause it to become effective.
Subject to the terms and conditions set forth herein (including without
limitation the receipt of all required approvals of governmental and regulatory
authorities), the Merger shall become effective on the date and at the time (the
"Effective Time") specified in Articles of Merger filed with the North Carolina
Secretary of State in accordance with law; provided, however, that the Effective
Time shall in no event be more than ten days following the Closing Date. If the
Articles of Merger do not designate a specific time as the Effective Time, then
the Effective Time shall be that date and time when the Articles of Merger are
filed with the North Carolina Secretary of State.
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
TRIANGLE BANCORP, INC.
The undersigned corporation hereby submits these Articles of Amendment
for the purpose of amending its Articles of Incorporation:
1. The name of the corporation is Triangle Bancorp, Inc.
2. The text of the amendment to the Articles of Incorporation adopted
on the 23rd day of November, 1993 and approved by the shareholders of the
corporation, as required by Chapter 55 of the North Carolina General Statutes,
is as follows:
3. The Articles of Incorporation of the corporation hereby are amended
by deleting Article II thereof and inserting in lieu thereof the following new
Article II:
"Article II--The aggregate number of shares which the corporation is
authorized to issue is 10,000,000 shares. These shares shall be all
of one class, designated as common stock."
4. These Articles of Amendment shall be effective as of 11:59 p.m. on
the 28th day of December, 1993.
This the 21st day of December, 1993.
TRIANGLE BANCORP, INC.
By: (Signature of Michael S. Patterson
appears here)
____________________________________
Michael S. Patterson, President
Prepared by and return to:
Alexander M. Donaldson
For the firm of
Ward and Smith, P.A.
Suite 2400
Two Hannover Square
Fayetteville Street Mall
Post Office Box 2091
Raleigh, North Carolina 27602-2091
Telephone: (919) 836-1800
STATE OF (Seal of North Carolina
NORTH appears here) Department of The
CAROLINA Secretary of State
To all whom these presents shall come, Greetings:
I, Rufus L. Edmisten, Secretary of State of the State of North
Carolina, do hereby certify the following and hereto attached to be a true copy
of
ARTICLES OF AMENDMENT
OF
TRIANGLE BANCORP, INC.
the original of which was filed in this office on the 7th day of
June, 1993.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal at the City of Raleigh, this 7th day of
June, 1993.
(Seal of North Carolina
appears here)
(Signature of Rufus L. Edmisten
appears here)
Secretary of State
ARTICLES OF AMENDMENT
OF
TRIANGLE BANCORP,INC.
The undersigned corporation hereby submits the Articles of Amendment
for the purpose of amending its Articles of Incorporation:
1. The name of the corporation is Triangle Bancorp, Inc.
2. The following amendments to the Articles of Incorporation of the
corporation were adopted by its shareholders on the 11th day of May, 1993, in
the manner prescribed by law:
The Articles of Incorporation shall be amended by adding new
Articles X and XI to read as follows:
Article X. A Director may be removed from office with cause by the
affirmative vote of seventy-five percent (75%) of all eligible
votes present in person or by proxy at a meeting of shareholders at
which a quorum is present. A Director may be removed from office
without cause by the affirmative vote of seventy-five percent (75%)
of all eligible votes present in person or by proxy at a meeting of
shareholders at which a quorum is present provided that removal
without cause is recommended to the shareholders by the Board of
Directors pursuant to a vote of not less than seventy-five percent
(75%) of the Directors then in office. If a Director is elected by a
separate voting group, only the members of that voting group may
participate in the vote to remove him. The entire Board of Directors
may not be removed except pursuant to the removal of individual
Directors in accordance with the foregoing provisions.
For purposes of this Article, "cause" is defined as personal
dishonesty, incompetence, mental or physical incapacity, breach of
fiduciary duty involving personal profit, a failure to perform
stated duties, or a violation of any law, rule or regulation (other
than a traffic violation or similar routine offense) (based on a
conviction for such offense or an opinion of counsel to the
Corporation to such effect).
Article XI. These Articles may not be amended except pursuant to the
affirmative vote of seventy-five percent (75%) of all eligible votes
present in person or by proxy at a meeting of shareholders at which
a quorum is present, and, if applicable, the affirmative vote of
seventy-five percent (75%) of all eligible votes in any voting group
present in person or by proxy
at a meeting of shareholders at which a quorum of such voting group
is present with respect to which voting group the amendment would
create dissenters' rights or under the circumstances set forth in
North Carolina General Statutes 55-10-04.
3. These articles will become effective upon filing.
This the 3rd day of June, 1993.
TRIANGLE BANCORP, INC.
By: (Signature of Michael S. Patterson
appears here)
____________________________________
Michael S. Patterson, President
STATE OF (Seal of North Carolina
NORTH appears here) Department of the
CAROLINA Secretary of State
To all whom these presents shall come, Greetings:
I, Rufus L. Edmisten, Secretary of State of the State of North Carolina, do
hereby certify the following and hereto attached ( 7 sheets) to be a true copy
of
ARTICLES OF RESTATEMENT
OF
TRIANGLE BANCORP, INC.
the original of which was filed in this office on the 25th day of March, 1992.
In Witness Whereof, I have hereunto set my hand and affixed my official
Seal.
Done in Office, at Raleigh, this the 25th day Of March in the Year of our
Lord 1992.
(Seal of North Carolina
appears here)
(Signature of Rufus L. Edmisten
appears here)
Secretary of State
ARTICLES OF RESTATEMENT
OF
TRIANGLE BANCORP, INC.
The undersigned corporation hereby submits these Articles of
Restatement for the purpose of integrating into one document its original
articles of incorporation and all amendments thereto and also for the purpose of
amending its articles of incorporation:
1. The name of the corporation is Triangle Bancorp, Inc.
2. Attached hereto as an exhibit are the amended and restated articles
of incorporation, which contain an amendment to the articles of incorporation
requiring shareholder approval.
3. The amended and restated articles of incorporation of the
corporation were adopted by its shareholders on the 17th day of March, 1992, in
the manner prescribed by law.
4. These articles will become effective upon filing.
This the 25th day of March, 1992.
TRIANGLE BANCORP, INC.
By: (Signature of Michael S. Patterson
appears here)
____________________________________
Michael S. Patterson, President
and Chief Executive Officer
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
TRIANGLE BANCORP, INC.
The undersigned hereby submits these Articles of Incorporation for the
purpose of forming a business corporation under and by virtue of the laws of the
State of North Carolina:
ARTICLE I
The name of the corporation is TRIANGLE BANCORP, INC.
ARTICLE II
The aggregate number of shares which the corporation is authorized to
issue is 6,000,000 shares. These shares shall be all of one class, designated as
common stock.
ARTICLE III
The minimum amount of consideration to be received by the corporation
for its shares before it shall commence business is One Hundred Dollars
($100.00) in cash or property of equivalent value.
ARTICLE IV
The provisions of Article 9, "The North Carolina Shareholder Protection
Act" and Article 9A, "The North Carolina Control Share Acquisition Act" of the
North Carolina Business Corporation Act shall not be applicable to the
corporation.
ARTICLE V
The number of directors constituting the initial board of directors
shall be 25; and, the names and addresses of the persons who are to serve as
directors until the first meeting of shareholders or until their successors are
elected and qualified are:
NAME ADDRESS
Carole S. Anders 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
William C. Burkhardt 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
David T. Clancy 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
NAME ADDRESS
Thomas B. Dameron, Jr. 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
N. Leo Daughtry 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
Robert L. Guthrie 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
John B. Harris, Jr. 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
K. Neal Hunt 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
Jeanette W. Hyde 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
Earl Johnson, Jr. 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
O. A. Keller, III 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
Edythe P. Lumsden 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
Matt H. Nowell 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
Michael S. Patterson 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
William D. Poe, Jr. 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
2
NAME ADDRESS
Patrick H. Pope 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
William R. Pope 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
Henry M. Shaw, Jr. 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
Steven F. Techet 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
N. Johnson Tilghman 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
George C. Turner 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
John E. Weems 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
Sydnor M. White 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
J. Blount Williams 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
Robert W. Wynne, III 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27609
ARTICLE VI
No director of the corporation shall have personal liability arising
out of an action whether by or in the right of the corporation or otherwise for
monetary damages for breach of any duty as a director; provided, however, that
the foregoing shall not limit or eliminate the personal liability of a director
with respect to (i) acts or omissions occurring prior to the date of the
effectiveness of this Article, (ii) acts or omissions that such director at the
time of such breach knew or believed were clearly
3
in conflict with the best interests of the corporation, (iii) any liability
under Section 55-8-33 of the North Carolina General Statutes or any successor
provision, or (iv) any transaction from which such director derived an improper
personal benefit. As used in this Article, the term "improper personal benefit"
does not include a director's reasonable compensation or other reasonable
incidental benefits for or on account of his or her service as a director,
officer, employee, independent contractor, attorney, or consultant of the
corporation.
Furthermore, notwithstanding the foregoing provision, in the event that
Section 55-2-02 or any other provision of the North Carolina General Statutes is
amended or enacted to permit further limitation or elimination of the personal
liability of a director, the personal liability of the corporation's directors
shall be limited or eliminated to the fullest extent permitted by the applicable
law.
This Article shall not affect a provision permitted under the North
Carolina General Statutes and the Articles of Incorporation, Bylaws or contract
or resolution of the corporation indemnifying or agreeing to indemnify a
director against personal liability. Any repeal or modification of this Article
shall not adversely affect any limitation hereunder on the personal liability of
a director with respect to acts or omissions occurring prior to such repeal or
modification.
ARTICLE VII
The address of the initial registered office of the corporation in the
State of North Carolina is 4800 Six Forks Road, P.O. Box 31828, Raleigh, Wake
County, North Carolina, 27609; and, the name of its initial registered agent at
such address is Debra L. Lee.
ARTICLE VIII
The name and address of the incorporator are:
NAME ADDRESS
Petree Stockton & Robinson 1001 West Fourth Street
Winston-Salem, NC 27101
4
ARTICLE IX
(a) Except as set forth in paragraph (b) of this Article IX, the
affirmative vote or consent of the holders of not less than 80% of the
outstanding shares of stock of the corporation entitled to vote on a particular
matter shall be required:
(1) to adopt any agreement for, or to approve, the merger or
consolidation of the corporation or any affiliate (as hereinafter
defined) with or into any other person (as hereinafter defined);
(2) to authorize any sale, transfer, or exchange to any other
person of all or substantially all of the assets of the corporation
or any affiliate; or
(3) to authorize the issuance or transfer by the corporation or any
affiliate of any voting securities of the corporation or any
affiliate in exchange or payment for the securities or assets of
any other person, if such authorization is otherwise required by
law or by agreement between the corporation and any national
securities exchange or by any other agreement to which the
corporation or any affiliate is a party.
(b) The provisions of paragraph (a) of this Article IX shall not apply,
and the provisions of North Carolina law otherwise applicable shall apply, to
(1) any transactions described therein if the Board of Directors by resolution
shall have approved the transaction by two-thirds vote of all directors then in
office; or (2) any transaction described therein if such other person is a
corporation of which a majority of the outstanding shares of all classes of
stock entitled to vote in elections of directors is owned of record or
beneficially by the corporation or its affiliates.
(c) The affirmative vote or consent of the holders of not less than 80%
of the outstanding shares of stock of the corporation entitled to vote on the
dissolution of the corporation shall be required for the adoption of any plan
for the dissolution of the corporation if the Board of Directors shall not have,
by resolution adopted by two-thirds vote of all directors then in office,
recommended to the shareholders the adoption of such plan for dissolution of the
corporation. If the Board of Directors by such vote shall have so recommended to
the shareholders such plan for dissolution of the corporation, the provisions of
North Carolina law otherwise applicable shall apply.
(d) In evaluating the merits of any transaction described in paragraph
(a) of this Article IX, or any offer of a person to make a tender or exchange
offer for any equity security of the
5
corporation, the Board of Directors shall, in connection with the exercise of
its judgment in determining what is in the best interest of the corporation and
its shareholders, give due consideration to all relevant factors, including,
without limitation, the social and economic effects on the employees,
depositors, customers, suppliers, and other constituents of the corporation and
its affiliates, and on the communities in which the corporation and its
affiliates operate or are located.
(e) For the purposes of this Article IX,
(1) an "affiliate" is any person who directly, or indirectly,
through one or more intermediaries, controls, or is controlled by,
or is under common control with, the person specified;
(2) "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting
securities, by contract, or otherwise; and
(3) a "person" is any individual, corporation, partnership, trust,
estate or other entity.
This the 25th day of March, 1992.
TRIANGLE BANCORP, INC.
By: (Signature of Michael S. Patterson
appears here)
____________________________________
Michael S. Patterson, President
and Chief Executive Officer
6
STATE OF (Seal of North Carolina
NORTH appears here) Department of the
CAROLINA Secretary of State
To all whom these presents shall come, Greetings:
I, Rufus L. Edmisten, Secretary of State of the State of North Carolina, do
hereby certify the following and hereto attached ( 5 sheets) to be a true copy
of
ARTICLES OF INCORPORATION
OF
TRIANGLE BANCORP, INC.
the original of which was filed in this office on the 26th day of November,
1991.
In Witness Whereof, I have hereunto set my hand and affixed my official
Seal.
Done in Office, at Raleigh, this the 27th day of November in the Year of our
Lord 1991.
(Seal of North Carolina
appears here)
(Signature of Rufus L. Edmisten
appears here)
Secretary of State
ARTICLES OF INCORPORATION
OF
TRIANGLE BANCORP, INC.
The undersigned hereby submits these Articles of Incorporation for the purpose
of forming a business corporation under and by virtue of the laws of the
State of North Carolina:
ARTICLE I
The name of the corporation is TRIANGLE BANCORP, INC.
ARTICLE II
The aggregate number of shares which the corporation is authorized to issue
is 6,000,000 shares. These shares shall be all of one class, designated as
common stock.
ARTICLE III
The minimum amount of consideration to be received by the corporation for its
shares before it shall commence business is One Hundred Dollars ($100.00) in
cash or property of equivalent value.
ARTICLE IV
The provisions of Article 9, "The North Carolina Shareholder Protection Act"
and Article 9A, "The North Carolina Control Share Acquisition Act" of the
North Carolina Business Corporation Act shall not be applicable to the
corporation.
ARTICLE V
The number of directors constituting the initial board of directors shall be
25; and, the names and addresses of the persons who are to serve as directors
until the first meeting of shareholders or until their successors are elected
and qualified are:
NAME ADDRESS
Carole S. Anders 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
William C. Burkhardt 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
David T. Clancy 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
NAME ADDRESS
Thomas B. Dameron, Jr. 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
N. Leo Daughtry 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
Robert L. Guthrie 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
John B. Harris, Jr. 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
K. Neal Hunt 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
Jeanette W. Hyde 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
Earl Johnson, Jr. 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
O. A. Keller, III 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
Edythe P. Lumsden 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
Matt H. Nowell 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
Michael S. Patterson 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
William D. Poe, Jr. 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
2
NAME ADDRESS
Patrick H. Pope 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
William R. Pope 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
Henry M. Shaw, Jr. 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
Steven F. Techet 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
N. Johnson Tilghman 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
George C. Turner 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
John E. Weems 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
Sydnor M. White 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
J. Blount Williams 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
Robert W. Wynne, III 4800 Six Forks Road
Post Office Box 31828
Raleigh, NC 27622
ARTICLE VI
No director of the corporation shall have personal liability arising
out of an action whether by or in the right of the corporation or otherwise for
monetary damages for breach of any duty as a director; provided, however, that
the foregoing shall not limit or eliminate the personal liability of a director
with respect to (i) acts or omissions occurring prior to the date of the
effectiveness of this Article, (ii) acts or omissions that such director at the
time of such breach knew or believed were clearly
3
in conflict with the best interests of the corporation, (iii) any liability
under Section 55-8-33 of the North Carolina General Statutes or any successor
provision, or (iv) any transaction from which such director derived an improper
personal benefit. As used in this Article, the term "improper personal benefit"
does not include a director's reasonable compensation or other reasonable
incidental benefits for or on account of his or her service as a director,
officer, employee, independent contractor, attorney, or consultant of the
corporation.
Furthermore, notwithstanding the foregoing provision, in the event that
Section 55-2-02 or any other provision of the North Carolina General Statutes is
amended or enacted to permit further limitation or elimination of the personal
liability of a director, the personal liability of the corporation's directors
shall be limited or eliminated to the fullest extent permitted by the applicable
law.
This Article shall not affect a provision permitted under the North
Carolina General Statutes and the Articles of Incorporation, Bylaws or contract
or resolution of the corporation indemnifying or agreeing to indemnify a
director against personal liability. Any repeal or modification of this Article
shall not adversely affect any limitation hereunder on the personal liability of
a director with respect to acts or omissions occurring prior to such repeal or
modification.
ARTICLE VII
The address of the initial registered office of the corporation in the
State of North Carolina is 4800 Six Forks Road, P.O. Box 31828, Raleigh, Wake
County, North Carolina, 27622; and, the name of its initial registered agent at
such address is Debra L. Lee.
ARTICLE VIII
The name and address of the incorporator are:
NAME ADDRESS
Petree Stockton & Robinson 1001 West Fourth Street
Winston-Salem, NC 27101
ARTICLE IX
These Articles will be effective upon filing.
4
This the 25th day of November, 1991.
PETREE STOCKTON & ROBINSON, a North
Carolina General Partnership
By: (Signature of Elizabeth L. Moore
appears here)
_____________________________________
Elizabeth L. Moore, Partner Incorporator
5