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Exhibit 3(i)
Articles of Incorporation
WACCAMAW BANKSHARES, INC.
________________________________________________________________________________
ARTICLES OF INCORPORATION
OF
WACCAMAW BANKSHARES, INC.
The undersigned hereby submits these Articles of Incorporation for the
purpose of forming a business corporation under the laws of the State of North
Carolina:
I.
The name of the corporation is "Waccamaw Bankshares, Inc."
II.
The amount of authorized Capital Stock of the Corporation shall be
6,000,000 shares, to be divided into 5,000,000 shares of common stock, no Par
Value, and 1,000,000 shares of Preferred Stock, no Par Value. The common stock
shall be of one class. Subject to the rights of the preferred stock as
determined by the Board of Directors, the holders of the common stock shall have
one vote per share on all matters on which holders of the common stock are
entitled to vote. The shares of preferred stock may be issued from time to time
by the Corporation in such series as the Board of Directors may determine and
shall have such voting powers, designations, preferences, limitations, and
relative rights as the Board of Directors may and hereby is authorized to
determine.
III.
The address of the initial registered office of the corporation is 317
South J.K. Powell Boulevard, Whiteville (Columbus County), North Carolina 28472,
and the name of its registered agent at such address is James G. Graham.
IV.
The name and address of the incorporator is
Ronald D. Raxter
The Sanford Holshouser Law Firm PLLC
219 Fayetteville Street, Suite 1000
Raleigh, North Carolina 27601
V.
The number of directors constituting the initial board of directors shall
be three (3); and the names and addresses of the persons who are to serve as
directors until the first meeting of the shareholder, or until their successors
are duly elected and qualified, are:
NAME ADDRESS
---- -------
James G. Graham
317 South J.K. Powell Boulevard
Whiteville (Columbus County), North Carolina 28472
Freda H. Gore
317 South J.K. Powell Boulevard
Whiteville (Columbus County), North Carolina 28472
Timothy Reilly
317 South J.K. Powell Boulevard
Whiteville (Columbus County), North Carolina 28472
VI.
The Corporation shall indemnify and hold harmless to the fullest extent
from time to time permitted by law any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed civil,
criminal, administrative, investigative, or arbitrative action, suit or
proceeding and any appeal therein (and any inquiry or investigation that could
lead to such action, suit, or proceeding) by reason of the fact that such person
is or was a director, officer, employee, or agent of the Corporation or its
predecessor unincorporated association, or is or was serving at the request of
the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, or as
trustee or administrator under an employee benefit plan. The indemnification
provided for herein shall, to the fullest extent from time to time permitted by
law, apply against all liability and expense incurred by any such person in
connection with such action, suit, or proceeding, including, without limitation,
all reasonable attorneys' fees and expenses, judgments, fines, excise taxes, and
amounts paid in settlement, and all reasonable costs, expenses, and attorneys'
fees incurred in connection with the enforcement of such rights to
indemnification. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that any such person
did not meet any requisite standard of conduct imposed by law in order to be
entitled to such indemnification. To the fullest extent from time to time
permitted by law, expenses of any such person incurred in defending any civil or
criminal action, suit, or proceeding shall be paid by the Corporation in advance
of the final disposition of such action, suit, or proceeding. The rights of
indemnification set forth herein shall inure to the benefit of any such person,
whether or not such person is an officer, director, employee, or agent at the
time such liabilities or expenses are imposed or incurred, and, in the event of
such person's death, shall extend to his or her legal representative. The
rights to indemnification hereunder shall be in addition to and not exclusive of
any other rights to which any such person may be entitled under any statute,
agreement, insurance policy, or otherwise.
VII.
No individual serving as a director of the Corporation shall be personally
liable in an action whether by or in the right of the Corporation or otherwise
for monetary damages for breach of such person's duty as a director of the
Corporation; provided, however, that the foregoing clause shall not apply to any
liability of a director with respect to (i) acts or omissions not made in good
faith that the director at the time of breach knew or believed were in conflict
with the best interests of the Corporation; (ii) any liability under Section 55-
8-33 of the North Carolina General Statutes; or (iii) any transaction from which
the director derived an improper personal benefit (which does not include a
director's compensation or other incidental benefit for or on account of his
service as a director, officer, employee, independent contractor, attorney, or
consultant of the Corporation). If the North Carolina General Statutes are
amended after the filing of these Articles to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the North Carolina General Statutes, as so amended. No
amendment or repeal of the provisions of this Article 7 shall apply to or have
any affect on the liability or alleged liability of any director of the
Corporation for or with respect to any act or failure to act on the part of such
director occurring prior to such amendment or repeal. This provision shall not
affect any charter or by-law provision or contract or resolution of the
Corporation indemnifying or agreeing to indemnify a director against personal
liability pursuant to and in accordance with the North Carolina General
Statutes.
VIII.
In connection with the exercise of its or their judgment in determining
what is in the best interests of the corporation and its shareholders, the Board
of Directors of the corporation, any committee of the Board of Directors, or any
individual director may, but shall not be required to, in addition to
considering the long-term and short-term interests of the shareholders, consider
any of the following factors and any other factors which it or they deem
relevant: (i) the social and economic effects of the matter to be considered on
the corporation and its subsidiaries, its and their employees, depositors,
customers, and creditors, and the communities in which the corporation and its
subsidiaries operate or are located; and (ii) when evaluating a business
combination or a proposal by another person or persons to make a business
combination or a tender or exchange offer or any other proposal relating to a
potential change of control of the corporation (x) the business and financial
condition and earnings prospects of the acquiring person or persons, including,
but not
limited to, debt service and other existing financial obligations of the
acquiring person or persons, and the possible effect of such conditions upon the
corporation and its subsidiaries and the communities in which the corporation
and its subsidiaries operate or are located, (y) the competence, experience, and
integrity of the acquiring person or persons and its or their management, and
(z) the prospects for successful conclusion of the business combination, offer
or proposal. The provisions of this Section 8 shall be deemed solely to grant
discretionary authority to the directors and shall not be deemed to provide to
any constituency the right to be considered. As used in this Section 8, the term
"person" means any individual, partnership, firm, corporation, association,
trust, unincorporated organization or other entity; and, when two or more
persons act as a partnership, limited partnership, syndicate, or other group
acting in concert for the purpose of acquiring, holding, voting or disposing of
securities of the corporation, such partnership, limited partnership, syndicate
or group shall also be deemed a "person" for purposes of this Section
IX.
These articles will become effective upon filing.
THIS the 27/th/ day of February, 2001.
INCORPORATOR
/s/ Ronald D. Raxter
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Ronald D. Raxter