Exhibit 3(i)
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
MIDCAROLINA FINANCIAL CORPORATION
ARTICLE I
The name of the corporation is MidCarolina Financial Corporation (the
"Corporation").
ARTICLE II
Section 2.1. Total Authorized Shares of Capital Stock. The Corporation
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shall have authority to issue a total of 100,000,000 shares of capital stock,
none of which shall have any par value, divided into classes as follows:
Class Number of Shares
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Common Stock 80,000,000
Preferred Stock 20,000,000
Section 2.2. Common Stock. The shares of Common Stock shall be of one and
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the same class. Subject to the rights of holders of the Preferred Stock as
determined by the Board of Directors pursuant to Section 2.3 hereof and by the
North Carolina Business Corporation Act ("NCBCA") as now constituted or
hereafter amended, the holders of shares of Common Stock shall have one vote per
share on all matters on which holders of shares of Common Stock are entitled to
vote and shall be entitled to participate pro rata after preferential rights of
holders of Preferred Stock in the distribution of the net assets of the
Corporation upon dissolution.
Section 2.3. Preferred Stock. The shares of Preferred Stock may be issued
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from time to time by the Corporation, and the Board of Directors may create and
divide such shares into series within that class, and such shares and the shares
of each such series shall have such voting powers, full or limited, or no voting
powers, and such designations, preferences, limitations and relative rights (or
qualifications, conditions or restrictions thereon) as the Board of Directors
may and hereby is authorized to determine.
ARTICLE III
The street address and county of the current registered office of the
Corporation is 3101 South Church Street, Burlington, Alamance County, North
Carolina 27215. The mailing address of the initial registered office of the
Corporation is Post Office Box 968, Burlington, North Carolina 27215. The name
of the initial registered agent is Randolph J. Cary, Jr.
ARTICLE IV
The name and address of the incorporator is as follows:
Randolph J. Cary, Jr.
P. O. Box 968
Burlington, North Carolina 27215
ARTICLE V
To the fullest extent permitted by the NCBCA as it exists or may hereafter
be amended, no person who is serving or has served as a director of the
Corporation shall be personally liable to the Corporation or any of its
shareholders or otherwise for monetary damages for breach of any duty as a
director. No amendment or repeal of this Article, nor the adoption of any
provision to these Articles of Incorporation inconsistent with this Article,
shall eliminate or reduce the protection granted herein with respect to any
matter that occurred prior to such amendment, repeal, or adoption.
ARTICLE VI
The provisions of Article 9 and Article 9A of the NCBCA entitled "The North
Carolina Shareholder Protection Act" and "The North Carolina Control Share
Acquisition Act," respectively, shall not be applicable to the Corporation.
ARTICLE VII
Section 7.1. Definitions and Terms With Respect to Article VII. For
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purposes of this Article VII, the following definitions shall apply:
(a) The terms "Business Combination" shall mean any transfer in
connection with (i) a combination or merger of the Corporation, (ii) the
acquisition of more than ten percent (10%) of the Corporation's outstanding
Voting Shares, or (iii) a purchase or sale of a substantial portion of the
assets of the Corporation or a Subsidiary thereof (a purchase or sale of 20% or
more of the total assets of the Corporation or a Subsidiary as of the end of the
most recent quarterly period being deemed as "substantial") in each case, as
applicable, which requires the approval of, or notice to and absence of
objection by (i) any federal or state regulatory authority of banks, savings
banks, savings and loan associations or their holding companies, (ii) the
Federal Trade Commission or the Anti-Trust Division of the United States
Department of Justice, or (iii) the shareholders of the Corporation, but
excluding any reorganization,
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acquisition, merger, purchase or sale of assets, or combination initiated by the
Corporation upon the vote of at least fifty-one percent (51%) of the Continuing
Directors.
(b) The term "Continuing Director" shall mean any member of the
Board of Directors of the Corporation who is unaffiliated with the Related
Person and was a member of the Board of Directors prior to the time that the
Related Person become a Related Person, and any successor of a Continuing
Director who is unaffiliated with the Related Person and is recommended to
succeed a Continuing Director by a majority of the Continuing Directors.
(c) The term "Person" shall mean an individual, a corporation, a
limited liability company, a partnership, an association, a joint stock company,
a trust, or an unincorporated organization or similar company, and also includes
a syndicate or any group of any of the foregoing formed or acting together in
concert for the purpose of acquiring, holding or disposing of the equity
securities or assets of the Corporation or any Subsidiary.
(d) The term "Related Person" shall mean any individual,
partnership, corporation, trust or other person or entity (together with its
"affiliates" and "associates," as defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "1934
Act")) which as of the date of its offer with respect to a Business Combination
is a "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act) in the
aggregate of ten percent (10%) or more of the outstanding Voting Shares of the
Corporation. A Related Person shall be deemed to have acquired a share of the
Voting Stock of the Corporation at the time when such Related Person became the
beneficial owner thereof.
(e) The term "Subsidiary" shall mean any corporation or other
entity of which the Person in question owns not less than fifty percent (50%) of
any class of equity securities, directly or indirectly.
(f) The term "Voting Shares" shall mean any shares of the
authorized stock of the Corporation entitled to vote generally in the election
of directors.
(g) The term "Whole Board of Directors" shall mean the total
number of directors which the Corporation would have if there were no vacancies
on the Board.
Section 7.2. Rights of Shareholders. The affirmative vote of the
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holders of seventy-five percent (75%) or more of the outstanding Voting Shares,
voting separately as a class, shall be required for the approval or
authorization of any Business Combination, provided, however, that the
seventy-five percent (75%) voting requirement shall not be
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applicable and such Business Combination may be approved by the shareholder vote
required by law and any other provision of these Articles of Incorporation if
the Business Combination is approved by the Board of Directors of the
Corporation by the affirmative vote of (a) at least seventy-five percent (75%)
of the Whole Board of Directors, and (b) if such Business Combination is
proposed by a Related Person, at least seventy-five percent (75%) of the
Continuing Directors, in either case at a duly called or convened regular or
special meeting of the Board of Directors.
Section 7.3. Fiduciary Obligations. Nothing contained in this Article VII
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shall be construed to relieve any Related Person from any fiduciary obligation
imposed by law or equity.
Section 7.4. Standards of Board of Directors' Evaluation of an Offer. The
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Board of Directors of the Corporation, when evaluating any offer of another
Person to effect a Business Combination shall, in connection with the exercise
of its judgment in determining what is in the best interests of the Corporation
and its shareholders, give due consideration to all relevant factors, including,
without limitation: (i) the social and economic effects of acceptance of such
offer on its depositors, borrowers, other customers, employees, and creditors of
the Corporation and its Subsidiaries, and on the communities in which the
Corporation and its Subsidiaries operate or are located; (ii) the ability of the
Corporation and its Subsidiaries to fulfill the objectives of a bank holding
company, as applicable, and of commercial banking entities, as applicable, under
applicable federal and state statutes and regulations; (iii) the business and
financial condition and prospects and earnings prospects of the Person or
Persons proposing the Business Combination, including, but not limited to, debt
service and other existing financial obligations, financial obligations to be
incurred in connection with the Business Combination, and other likely financial
obligations of such Person or Persons, and the possible effect of such
conditions and prospects upon the Corporation and its Subsidiaries and the
communities in which the Corporation and its Subsidiaries are located; (iv) the
competence, experience, and integrity of the Person or Persons proposing the
Business Combination and its or their management; and (v) the prospects for
successful conclusion of the proposed Business Combination. The provisions of
this Article VII shall be deemed solely to grant discretionary authority to the
Board of Directors and shall not be deemed to provide any constituency the right
to be considered or to compel the consideration of its interests.
Section 7.5. Amendment and Repeal of Article VII. Notwithstanding any
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other provision of these Articles of Incorporation or the Bylaws of the
Corporation (and notwithstanding the fact that a lesser percentage may be
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specified by law) any amendment, change or repeal of this Article VII, or any
other amendment of these Articles of Incorporation which will have the effect of
modifying or permitting circumvention of this Article VII, shall require the
affirmative vote of the holders of at least seventy-five percent (75%) of the
then outstanding Voting Shares of the Corporation, voting separately as a class;
provided, however, that this restriction shall not apply to, and such
seventy-five percent (75%) vote shall not be required for, any such amendment,
change or repeal recommended to shareholders of the Corporation by the
affirmative vote of at least (a) seventy-five percent (75%) of the Whole Board
of Directors, and (b) if at such time there shall be a Related Person, at least
seventy-five percent (75%) of the Continuing Board of Directors, and in either
such event such amendment, change or repeal so recommended shall require only
the vote, if any, required under the applicable provisions of the NCBCA.
ARTICLE VIII
Section 8.1. Board of Directors. The number of directors of the Corporation
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shall not be less than five (5) nor more than thirty (30), with the exact number
to be fixed from time to time as provided in the Corporation's Bylaws.
In the first election of directors, and in all elections thereafter, that
the total number of directors as fixed pursuant to the Corporation's Bylaws is
nine (9) or more, the directors shall be divided into three (3) classes, as
nearly equal as possible in number as may be, to serve in the first instance for
terms of one, two and three years, respectively, from the date such class of
directors takes office or until their earlier death, resignation, retirement,
removal or disqualification or until their successors shall be elected and shall
qualify, and thereafter the successors in each class of directors shall be
elected and shall qualify, and thereafter the successors in each class of
directors shall be elected for terms of three (3) years or until their earlier
death, resignation, retirement, removal, or disqualification or until their
successors shall be elected and shall qualify. In the event of any increase or
decrease in the number of directors at a time that the directors are so
classified, the additional or eliminated directorships shall be classified or
chosen so that all classes of directors shall remain or become as nearly equal
as possible in number. At all times that the number of directors, as fixed
pursuant to the Corporation's Bylaws, is less than nine (9), each director shall
be elected to a term ending as of the next succeeding annual meeting of
shareholders or until his or her earlier death, resignation, retirement, removal
or disqualification or until his or her successor shall be elected and shall
qualify.
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Section 8.2. Current Board of Directors. The number of directors
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constituting the current Board of Directors of the Corporation shall be
seventeen (17) and the names of the persons who are to serve as directors of the
Corporation until the first meeting of shareholders or until their successors
are elected and qualify are:
Dexter R. Barbee, Sr.
H. Thomas Bobo
Randolph J. Cary, Jr.
Thomas E. Chandler
James R. Copland, III
James B. Crouch, Jr.
Nat T. Harris, Jr.
Ralph M. Holt, Jr.
F.D. Hornaday, III
R. Sam Hunt, III
Teena M. Koury
John H. Love
Maxine H. O'Kelley
James B. Powell
John K. Roberts
James H. Smith, Jr.
Robert A. Ward
This the 26th day of March, 2002.
By: /s/ Randolph J. Cary, Jr.
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Randolph J. Cary, Jr.
Sole Shareholder
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