Exhibit 3(a)
Certificate of Ownership
29
CERTIFICATE OF OWNERSHIP
MERGING
UNION FINANCIAL INTERIM, INC.
INTO
UNION FINANCIAL BANCSHARES, INC.
(PURSUANT TO SECTION 253 OF THE
CORPORATION LAW OF DELAWARE)
Union Financial Bancshares, Inc., a corporation incorporated on the 20th day
of April, 1994, pursuant to the provisions of the General Corporation Law of the
State of Delaware does hereby certify that this corporation owns all the capital
stock of Union Financial Interim, Inc., a corporation incorporated under the
laws of the State of Delaware, and that this corporation, by resolutions of its
Board of Directors duly adopted at a meeting held on the 21st day of March,
2006, and attached hereto, determined to and did merge into itself said Union
Financial Interim, Inc. which resolutions are in the following words to wit:
WHEREAS, the Board of Directors of Union Financial Bancshares, Inc. (the
"COMPANY") has determined that it is advisable and in the best interests of the
Company to change the corporate name of the Company to "Provident Community
Bancshares, Inc.";
WHEREAS, the Board of Directors has determined that, to avoid the expense of
holding a stockholder vote on an amendment to the Company's Certificate of
Incorporation, it is in the best interests of the Company to create a subsidiary
of the Company (the "SUBSIDIARY") and subsequently to merge the Subsidiary with
and into the Company, pursuant to Section 253 of the Delaware General
Corporation Law (the "SUBSIDIARY MERGER"), which permits the Company as the
surviving corporation of such a merger to change its corporate title without the
need for a vote of stockholders of the Company;
WHEREAS, following the Subsidiary Merger, the Company will continue to
operate under its Certificate of Incorporation and Bylaws in effect as of the
effective date of the Subsidiary Merger;
WHEREAS, all assets and property (real, personal, and mixed, tangible and
intangible, chooses in action, rights, and credits) owned by the Subsidiary at
the effective date of the Subsidiary Merger shall immediately become the
property of the Company, and the Company shall be deemed to be a continuation of
the Subsidiary, the rights and obligations of which and the duties and
liabilities connected therewith shall succeed to the Company; and
WHEREAS, the Subsidiary Merger does not effect any reclassification or
change of any outstanding stock of the Company, and no shares of the Company's
stock are to be issued or delivered in the Subsidiary Merger.
NOW, THEREFORE, BE IT RESOLVED, that the President and Chief Executive
Officer or his designees (the "OFFICERS") are directed to take any and all
actions necessary to establish a subsidiary of the Company for the purpose of
merging with and into the Company so as to effectuate the change in the
corporate title of the Company;
BE IT FURTHER RESOLVED, that the Company is authorized to subscribe for one
hundred (100) shares of common stock, par value $0.01 per share, of the
Subsidiary upon its organization;
BE IT FURTHER RESOLVED, that the Subsidiary Merger be, and hereby is,
approved and adopted in accordance with the foregoing terms and effective upon
the date that the Certificate of Ownership is filed with the Secretary of the
State of Delaware, and that the Officers are authorized and directed to make,
execute and file said Certificate of Ownership;
BE IT FURTHER RESOLVED, that the Officers of the Company be, and hereby
are, authorized and directed to take all action necessary and proper to
effectuate the Subsidiary Merger;
BE IT FURTHER RESOLVED, that any actions taken by the Officers of the
Company prior hereto in relation to the Subsidiary Merger are ratified, approved
and confirmed;
BE IT FURTHER RESOLVED, that pursuant to Section 253(b) of the General
Corporation Law of the State of Delaware, the corporate title of the Company
upon the filing of the Certificate of Ownership shall be changed to "Provident
Community Bancshares, Inc.";
BE IT FURTHER RESOLVED, that the Officers be, and hereby is, authorized to
execute, deliver and file any agreement, instrument, certificate or any other
document and to take any other action that such officer may deem necessary,
convenient or appropriate to carry out the intent and purpose of the preceding
resolution and to effectuate the transactions contemplated thereby.
The effective time of the merger shall be 4:00 p.m., Eastern time on April
19, 2006.
IN WITNESS WHEREOF, the Company has caused this certificate to be signed by
its president and attested by its secretary, and its corporate seal to be hereto
affixed, the 19th day of April, 2006.
By: /s/ DWIGHT V. NEESE
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Dwight V. Neese
President and Chief Executive Officer
ATTEST:
/s/ WANDA J. WELLS
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Wanda J. Wells
Secretary
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