SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MID-ATLANTIC COMMUNITY BANKGROUP, INC.
(Exact name of registrant as specified in its charter)
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Virginia 54-1809409
(State of incorporation or organization) (I.R.S. Employer Identification No.)
7171 George Washington
Memorial Highway
Gloucester, Virginia 23061
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction effective simultaneously with the
A(c)(1) please check the following box. [_] effectiveness of a concurrent registration
statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [_]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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none none
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $5.00 Par Value
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The following summary description of the capital stock of the
Registrant is qualified in its entirety by reference to applicable provisions of
Virginia law and the undersigned Registrant's Articles of Incorporation and
Bylaws, which are exhibits to this Form 8-A.
Common Stock
Authorized Common Stock. The Articles of Incorporation of the
Registrant (the "Articles of Incorporation") authorize the issuance of Ten
Million (10,000,000) shares of its Common Stock, par value $5.00 per share (the
"Common Stock"), without further shareholder approval.
Voting Rights. Each share of the Common Stock entitles the holder
thereof to one vote on all matters voted on by stockholders. The shares of the
Common Stock do not have cumulative voting rights, which means that the holders
of more than 50% of the shares of the Common Stock voting for the election of
directors can elect all of the directors, in which event the holders of the
remaining shares of the Common Stock will not be able to elect any of the
directors.
Dividend Rights. Holders of the Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors out of funds
legally available for the payment of dividends.
Liquidation Rights. Upon any liquidation, dissolution or winding up of
the affairs of the Registrant, holders of the Common Stock are entitled to
receive pro rata all of the assets of the Registrant available for distribution
to stockholders.
Assessment and Redemption. There is no provision for any involuntary
redemption of the Common Stock.
No Conversion or Similar Rights. Holders of the Common Stock have no
preemptive rights.
Board of Directors
The Articles of Incorporation provide that the number of directors of
the Registrant shall be fixed in the Bylaws. The Bylaws provide for fourteen
(14) directors.
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Filling Vacancies on the Board of Directors
Under Virginia law, newly created directorships resulting from any
increase in the number of directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other cause, can
be filled by the shareholders, by the Board of Directors or by the affirmative
vote of the majority of the remaining directors then in office, if the number of
remaining directors is less than a quorum of the Board of Directors.
Removal of Directors
The Articles of Incorporation allow the for removal of directors from
office, with or without cause, only if holders of more than 70% of the
outstanding shares of the Common Stock vote in favor of removal.
Indemnification of Directors, Officers and Employees
Under the Articles of Incorporation, officers and directors are
entitled to indemnification unless a court finds them liable for willful
misconduct or a knowing violation of criminal law. The amount of damages that
may be assessed against an officer or director is limited by the Articles of
Incorporation to $50,000.00 per transaction in any proceeding brought by a
shareholder against an officer or director in connection with his position with
the Registrant. Under Virginia law, the liability of an officer or director is
not limited if the officer or director engages in willful misconduct or a
knowing violation of the criminal law or of any federal or state securities law,
including, without limitation, any claim of unlawful insider trading or
manipulation of the market for any security.
The rights of indemnification provided in the Articles of Incorporation
are not exclusive of any other rights which may be available under any insurance
or other agreement, by vote of shareholders or disinterested directors or
otherwise. In addition, the Articles of Incorporation authorize the Registrant
to maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Registrant, whether or not the Registrant would have
the power to provide indemnification to such person. The rights of
indemnification provided to directors could reduce the likelihood of shareholder
derivative actions and may discourage other third party claims against the
directors, even if such actions otherwise would be beneficial to shareholders.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission (the "Commission") such indemnification is
against public policy as expressed in the Securities Act and is therefor
unenforceable.
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Special Meetings of Shareholders
The Bylaws provide that special meetings of shareholders may be held
whenever called by the President, Chairman of the Board of Directors, the Board
of Directors itself, or the holders of at least 25% of the outstanding shares of
the Common Stock.
Shareholder Nominations and Proposals
Under the Bylaws, notice of a proposed nomination for any meeting of
shareholders called for the election of directors, or notice of a shareholder
proposal for an annual meeting of shareholders fulfilling certain specified
requirements, must be received by the Registrant not less than 60 nor more than
90 days prior to any meeting of shareholders called for the election of
directors, provided in each case that if fewer than 70 days' notice of the
meeting is given to shareholders, such written notice must be received not later
than the close of business on the tenth day following the day on which notice of
the meeting was mailed to shareholders.
The Bylaws require that the shareholder's notice set forth as to each
nominee (i) the name, age, business address and residence address of such
nominee, (ii) the principal occupation or employment of such nominee, (iii) the
class and number of shares which are beneficially owned by such nominee, and
(iv) any other information relating to such nominee that is required under
federal securities laws to be disclosed in solicitations of proxies for the
election of directors, or is otherwise required (including, without limitation,
such nominee's written consent to being named in a proxy statement as nominee
and to serving as a director if elected). The Bylaws further require that the
shareholder's notice set forth as to the shareholder giving the notice (i) the
name and address of such shareholder and (ii) the class and amount of such
shareholder's beneficial ownership of the Registrant's capital stock. If the
information supplied by the shareholder is deficient in any material aspect or
if the foregoing procedure is not followed, the chairman of the meeting may
determine that such shareholder's nomination should not be brought before the
meeting, and the defective nomination shall be disregarded.
The advance notice procedure of the Bylaws affords the Board of
Directors the opportunity to consider the qualifications of the proposed
nominees and to inform shareholders about such qualifications. Although such
procedure does not give the Board of Directors any power to approve or
disapprove of shareholder nominations for election of directors, it may have the
effect of precluding surprise nominations and a contest for the election of
directors if such procedure established by it is not followed. Furthermore, such
procedure may discourage or deter a third party from conducting a solicitation
of proxies to elect its own slate of directors.
The Bylaws require that the shareholder's notice of any shareholder
proposal to be presented at an annual meeting of shareholders must set forth as
to each such shareholder proposal (a) a brief description of the business
desired to be brought before the annual
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meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the Registrant's books, of the
shareholder proposing such business, (c) the class and number of shares of the
Registrant which are beneficially owned by the shareholder and (d) any material
interest of such shareholder in such proposal. If the information supplied by
shareholder is deficient in any material aspect or if the foregoing procedure is
not followed, the chairman of the annual meeting may determine that such
shareholder's business should not be brought before the annual meeting, and the
business shall not be transacted.
The procedures regarding shareholder proposals and nominations provide
the Board of Directors with the information which will be necessary to evaluate
a shareholder proposal or nomination and other relevant information, such as
existing shareholder support, as well as the time necessary to consider and
evaluate such information in advance of the applicable meeting. The procedures
also give incumbent directors advance notice of a business proposal or
nomination. This notice may make it easier for the incumbent directors to defeat
a shareholder proposal or nomination, even when certain shareholders view such
proposal or nomination as in the best interests of the Registrant or its
shareholders. The Articles of Incorporation and Bylaws do not prevent
shareholders from making proposals under the Commission's rules and regulations.
Amendment of Governing Instruments
Amendments to the articles of incorporation of Virginia corporations,
such as the Registrant, can be submitted to the shareholders for a vote only by
the board of directors. Virginia law provides, as a general rule, that an
amendment to the articles of incorporation must be approved by each voting group
entitled to vote on the proposed amendment by more than two-thirds of all votes
entitled to be cast by such voting group. However, Virginia law also permits the
articles of incorporation to provide for a greater or lesser vote. The Articles
of Incorporation contain such a provision. The Articles of Incorporation provide
that amendments must be approved by a majority of the votes entitled to be cast
by each voting group entitled to vote and, unless such action is approved by at
least two-thirds of the directors, by holders of at least two-thirds of the
issued and outstanding shares of the Common Stock.
The voting requirements described above are intended to ensure that
amendments to the Articles of Incorporation and certain Bylaw provisions are
favored by a majority of the outstanding shares of each voting group entitled to
vote and by either two-thirds of directors or holders of a large majority of the
shares of the Common Stock.
The Bylaws of the Registrant generally may be amended by either the
Board of Directors or the shareholders by a majority vote.
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Mergers, Consolidations and Sales of Assets
The Articles of Incorporation provide that a plan of merger or share
exchange or a direct or indirect sale, lease, exchange or other disposition of
all or substantially all of the property of the Registrant not in the ordinary
course of business may be approved by the same vote that is required in order to
amend the Articles of Incorporation. See "Amendment of Governing Instruments."
Additionally, consistent with Virginia law, the Board of Directors may condition
its submission of such plan of merger or share exchange or such a sale or
disposition of assets to the shareholders on any basis, including the
requirement of a greater vote than the required vote described above. The
reasons that the Articles of Incorporation provide for an alternative vote on
mergers, share exchanges and certain sales, leases, exchanges or dispositions of
assets are the same reasons that the Articles of Incorporation provide for an
alternative vote to amend the Articles of Incorporation. In many situations, the
effect of the provisions in the Articles of Incorporation that govern amendments
to the Articles of Incorporation, mergers and share exchanges and certain
dispositions of assets, would be to make it easier for the Board of Directors to
gain shareholder approval of such actions than would be the case if a favorable
vote of two-thirds of the outstanding shares were required in all cases.
A proposed merger, share exchange or sale of substantially all assets
of the Registrant that is favored by two-thirds of the directors could be
adopted as long as a majority (rather than two-thirds) of the outstanding shares
entitled to vote in each voting group entitled to vote are voted in favor of the
proposed action. In addition to requiring the affirmative vote of a majority of
the shares entitled to vote in each voting group entitled to vote, the Articles
of Incorporation would require that, unless a proposed action is approved by at
least two-thirds of the directors, holders of at least two-thirds of the issued
and outstanding shares of the Common Stock must vote in favor of the proposed
action. The purpose of such additional requirements is to ensure that if a
proposed major corporate action does not have the support of a board of
directors who can provide continuity to and an in-depth knowledge of the
business of the Registrant, the action must be supported by a large majority of
the holders of the Common Stock.
As with amendments to the Articles of Incorporation, however, if at
least two-thirds of the directors do not approve such corporate action upon
which shareholders are voting, the additional requirement would permit a
minority of the holders of the Common Stock to defeat the proposed action.
Virginia Anti-Takeover Laws
Affiliated Transactions. The Virginia Stock Corporation Act ("Virginia
Act") contains provisions governing "Affiliated Transactions". Affiliated
Transactions include certain mergers and share exchanges, certain material
dispositions of corporate assets not in the ordinary course of business, any
dissolution of a corporation proposed by or on behalf of an interested
Shareholder (as defined below), and reclassifications, including reverse stock
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splits, recapitalizations or mergers of a corporation with its subsidiaries, or
distributions or other transactions which have the effect of increasing the
percentage of voting shares beneficially owned by an Interested Shareholder by
more than 5%. For purposes of the Virginia Act, an Interested Shareholder is
defined as any beneficial owner of more than 10% of any class of the voting
securities of a Virginia corporation.
Subject to certain exceptions discussed below, the provisions governing
Affiliated Transactions require that, for three years following the date upon
which any shareholder becomes an Interested Shareholder, any Affiliated
Transaction must be approved by the affirmative vote of holders of two-thirds of
the outstanding shares of the corporation entitled to vote, other than the
shares beneficially owned by the Interested Shareholder, and by a majority (but
not less than two) of the Disinterested Directors (as defined below). A
Disinterested Director is defined in the Virginia Act as a member of a
corporation's board of directors who (i) was a member before the later of
January 1, 1988 or the date on which an Interested Shareholder became an
Interested Shareholder and (ii) was recommended for election by, or was elected
to fill a vacancy and received the affirmative vote of, a majority of the
Disinterested Directors then on the corporation's board of directors. At the
expiration of the three year period after a shareholder becomes an Interested
Shareholder, these provisions require approval of the Affiliated Transaction by
the affirmative vote of the holders of two-thirds of the outstanding shares of
the corporation entitled to vote, other than those beneficially owned by the
Interested Shareholder.
The principal exceptions to the special voting requirement apply to
Affiliated Transactions occurring after the three year period has expired and
require either that the transaction be approved by a majority of the
corporation's Disinterested Directors or that the transaction satisfy certain
fair price requirements of the statute. In general, the fair price requirements
provide that the shareholders must receive the higher of: the highest per share
price for their shares as was paid by the Interested Shareholder for his or its
shares, or the fair market value of the shares. The fair price requirements also
require that, during the three years preceding the announcement of the proposed
Affiliated Transaction, all required dividends have been paid and no special
financial accommodations have been accorded the Interested Shareholder, unless
approved by a majority of the Disinterested Directors.
None of the foregoing limitations and special voting requirements
applies to a transaction with an Interested Shareholder who has been an
Interested Shareholder continuously since the effective date of the statute
(January 26, 1988) or who became an Interested Shareholder by gift or
inheritance from such a person or whose acquisition of shares making such person
an Interested Shareholder was approved by a majority of the Disinterested
Directors of the corporation.
These provisions were designed to deter certain takeovers of Virginia
corporations. In addition, the Virginia Act provides that, by affirmative vote
of a majority of the voting shares other than shares owned by any Interested
Shareholder, a corporation may adopt, by meeting certain voting requirements, an
amendment to its articles of incorporation or bylaws
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providing that the Affiliated Transactions provisions shall not apply to the
corporation. The Registrant has not adopted such an amendment.
Control Share Acquisitions. The Virginia Control Share Acquisitions
statute also is designed to afford shareholders of a public company incorporated
in Virginia protection against certain types of non-negotiated acquisitions in
which a person, entity, or group ("Acquiring Person") seeks to gain voting
control of that corporation. With certain enumerated exceptions, the statute
applies to acquisitions of shares of a corporation which would result in an
Acquiring Person's ownership of the corporation's shares entitled to vote in the
election of directors falling within any one of the following ranges: 20% to
33-1/3%, 33-1/3% to 50% or 50% or more (a "Control Share Acquisition"). Shares
that are the subject of a Control Share Acquisition ("Control Shares") will not
be entitled to voting rights unless the holders of a majority of the
"Disinterested Shares" vote at an annual or special meeting of shareholders of
the corporation to accord the Control Shares with voting rights. Disinterested
Shares do not include shares owned by the Acquiring Person or by officers and
inside directors of the target company. Under certain circumstances, the statute
permits an Acquiring Person to call a special shareholders' meeting for the
purpose of considering granting voting rights to the holders of the Control
Shares. As a condition to having this matter considered at either an annual or
special meeting, the Acquiring Person must provide shareholders with detailed
disclosures about his identity, the method and financing of the Control Share
Acquisition and any plans to engage in certain transactions with, or to make
fundamental changes to, the corporation, its management or business. Under
certain circumstances, the statute grants dissenters' rights to shareholders who
vote against granting voting rights to the Control Shares. The Virginia Control
Share Acquisitions Statute also enables a corporation to make provision for
redemption of Control Shares with no voting rights. A corporation may opt-out of
the statute, which the Registrant has done, by so providing in its Bylaws. Such
Bylaw provision may be amended by the Board of Directors. Among the acquisitions
specifically excluded from the statute are acquisitions to which the corporation
is a party and which, in the case of mergers or share exchanges, have been
approved by the corporation's shareholders under other provisions of the
Virginia Act.
Item 2. Financial Statements and Exhibits.
Exhibit Description
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2.1 Agreement and Plan of Share Exchange, dated February 29, 1996, between
Peninsula Trust Bank, Incorporated and Mid-Atlantic Community BankGroup,
Inc.
3.1 Amended and Restated Articles of Incorporation of Mid-Atlantic Community
BankGroup, Inc.
3.2 Bylaws of Mid-Atlantic Community BankGroup, Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
MID-ATLANTIC COMMUNITY
BANKGROUP, INC.
(Registrant)
Date: August 30, 1996 By: /s/ Kenneth E. Smith
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Kenneth E. Smith
Executive Vice President and Secretary
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EXHIBITS
Exhibit Description
2.1 Agreement and Plan of Share Exchange, dated
February 29, 1996, between Peninsula Trust Bank,
Incorporated and Mid-Atlantic Community BankGroup, Inc.
3.1 Amended and Restated Articles of Incorporation of
Mid-Atlantic Community BankGroup, Inc.
3.2 Bylaws of Mid-Atlantic Community BankGroup, Inc.
EXHIBIT 2.1
AGREEMENT AND PLAN OF SHARE EXCHANGE
BETWEEN
PENINSULA TRUST BANK, INCORPORATED
AND
MID-ATLANTIC COMMUNITY BANKGROUP, INC.
This Agreement and Plan of Share Exchange ("Agreement") is made and
entered into as of February 29, 1996 by and between PENINSULA TRUST BANK,
INCORPORATED, a Virginia state bank (the "Bank"), and MID-ATLANTIC COMMUNITY
BANKGROUP, INC., a Virginia corporation (the "Corporation").
RECITALS
1. The Board of Directors of the Bank has determined that it is
in the best interests of the Bank and its shareholders for the Bank to be
reorganized into the holding company form of ownership;
2. The Bank has caused the Corporation to be organized under
Virginia law as a wholly owned subsidiary for the purpose of becoming the
holding company of the Bank; and
3. The reorganization will be effected by a share exchange
under Virginia law in which each share of common stock of the Bank is exchanged
for one share of common stock of the Corporation:
NOW, THEREFORE, the Bank and the Corporation do hereby agree as
follows:
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1. The Share Exchange. Subject to the terms and conditions
hereof, the Bank shall become a wholly-owned subsidiary of the Corporation
through the exchange of each outstanding share of common stock of the Bank for
one share of the common stock of the Corporation in accordance with Section 3 of
this Agreement in a statutory share exchange under Section 13.1-717 of the
Virginia Stock Corporation Act (the "Share Exchange"). At the Effective Date,
the Share Exchange shall have the effects stated in Section 13.1-721 of the
Virginia Stock Corporation Act.
2. Articles of Incorporation and Bylaws. The Articles of
Incorporation and Bylaws of the Corporation in effect immediately prior to the
consummation of the Share Exchange shall remain in effect following the
Effective Date until amended or repealed.
3. Exchange of Shares. On the date specified in a Certificate
of Share Exchange issued by the Virginia State Corporation Commission and
relating to this Agreement (the "Effective Date"):
(a) Each share of common stock, par value $5.00 per
share, of the Bank ("Bank Common Stock") issued and outstanding immediately
prior to the Effective Date shall, by operation of law, be automatically
exchanged for one share of Corporation Common Stock, par value $5.00 per share
("Corporation Common Stock"); and
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(b) The Corporation shall become the owner and holder of
all the shares of Bank Common Stock issued and outstanding.
4. Manner of Exchange. Each holder of a certificate representing
any shares of Bank Common Stock upon the surrender of his Bank Common Stock
certificates to the Corporation, duly endorsed for transfer in accordance with
this Section 4, will be entitled to receive in exchange therefor a certificate
or certificates representing the number of shares of Corporation Common Stock
for which his shares of Bank Common Stock are exchanged pursuant to Section
3(a).
As promptly as practicable after the Effective Date, the Bank,
acting as the Corporation's exchange agent ("Exchange Agent") shall send to each
person who is a shareholder of record of the Bank immediately prior to the
Effective Date transmittal materials for use in exchanging such shareholder's
certificates of Bank Common Stock (other than shares held by stockholders who
perfect their dissenters' rights as provided under Section 7 hereof) for the
consideration set forth in Section 3(a) above.
5. Dividends. No dividend or other distribution payable to the
holders of record of Corporation Common Stock at or as of any time after the
Effective Date shall be paid to the holder of any certificate representing
shares of Bank Common Stock issued and outstanding at the Effective Date until
such holder physically surrenders such certificate for
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exchange as provided in Section 4 of this Agreement, promptly after which time
all such dividends or distributions shall be paid (without interest).
6. Employee and Director Stock Plans. At the Effective Date, al
stock option and stock-based compensation plans of the Bank (the "Bank Plans")
shall automatically be continued as and become plans of the Corporation
("Corporation Plans"). At the Effective Date, there shall be substituted for the
options granted under the Bank Plans ("Old Options"), new options ("New
Options") under the Corporation Plans without any action on the part of
optionees, and each New Option shall be for the same number of shares of
Corporation Common Stock, exercisable at the same price and subject to the same
terms and conditions as each Old Option was with respect to Bank Common Stock.
The substitution of New Options for Old Options shall be done in accordance with
the provisions of Section 425(a) of the Internal Revenue Code of 1986. Under the
Corporation Plans, the Corporation shall assume all of the rights and
obligations of Bank under the Bank Plans.
At the Effective Date, the Board of Directors of the Corporation shall
be deemed to have reserved and authorized the issuance of the number of shares
of Corporation Common Stock under the Corporation Plans that is equal to the
number of shares of Bank Common Stock approved by the shareholders of Bank for
issuance under the Bank Plans that Bank has not issued under the Bank Plans
prior to the Effective Date.
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At the Effective Date, all rights to purchase, sell or receive Bank
Common Stock and all rights to elect to make payment in Bank Common Stock under
any agreement between Bank and any director, officer or employee thereof or
under any plan or program of Bank shall automatically, by operation of law, be
converted into and shall become an identical right to purchase, sell or receive
Corporation Common Stock and an identical right to make payment in Corporation
Common Stock under any such agreement between Bank and any director, officer or
employee thereof or under such plan or program of the Bank.
7. Rights of Dissenting Shareholders. Shareholders of the Bank
who object to the Share Exchange will be entitled to the rights and remedies set
forth in Sections 13.1-729 through 13.1-741 of the Virginia Stock Corporation
Act.
8. Conditions to the Share Exchange. The Share Exchange shall
not be consummated unless the following conditions have been satisfied:
(a) Holders of the issued and outstanding shares of
Bank Common Stock shall have approved this Agreement in accordance with Virginia
law and the Articles of Incorporation of the Bank and the Bank, as the sole
shareholder of the Corporation, shall have approved this Agreement. None of such
approvals shall have been revoked at or prior to the Effective Time.
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(b) If, in the opinion of counsel to the Corporation,
such registration is required, the Corporation Common Stock to be issued to the
holders of Bank Common Stock pursuant to the Share Exchange shall have been duly
registered pursuant to Section 5 of the Securities Act of 1933 and such
registration shall not be suspended at the Effective Time. Further, to the
extent required in the opinion of legal counsel for the Corporation, the
Corporation shall have complied with all applicable securities law of states and
other jurisdictions relating to such issuance of the Corporation Common Stock.
(c) Any and all approvals or consents shall have been
obtained from the Virginia State Corporation Commission, the Board of Governors
of the Federal Reserve System and any other governmental agency having
jurisdiction, and from other third parties that are, in the opinion of legal
counsel for the Bank or the Corporation, required for the lawful consummation of
the Share Exchange and the issuance and delivery of Corporation Common Stock as
contemplated by this Agreement and such approvals or consents and shall not have
been revoked.
(d) The Bank shall have received either (i) a ruling fro
the Internal Revenue Service, acceptable in form and substance to the Bank and
its legal counsel, or (ii) an opinion from Williams, Mullen, Christian &
Dobbins, in either case to the effect that:
(1) The Share Exchange either will constitute
(i) a reorganization under Section 368(a)(1) of the Internal Revenue Code of
1986, as amended (the "Code") and
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that the Bank and the Corporation each will qualify as a "party to a
reorganization" within the meaning of Section 368(b) of the Code or (ii) a
transaction described in Section 351 of the Code;
(2) No gain or loss will be recognized by the
shareholders of the Bank upon the exchange of their Bank Common Stock
solely for Corporation Common Stock;
(3) No gain or loss will be recognized by the
Corporation upon its receipt of Bank Common Stock in exchange for
Corporation Common Stock in connection with the Share Exchange;
(4) The aggregate basis of the Corporation
Common Stock received by each shareholder of the Bank in the Share
Exchange will, in each instance, be the same as the aggregate basis of
the Bank Common Stock surrendered in exchange therefor; and
(5) The holding period of the Corporation Common
Stock received by each shareholder of the Bank in the Share Exchange
will include the period during which the shareholder held his Bank
Common Stock exchanged therefor, provided that such Bank Common Stock
is held as a capital asset on the date of the Share Exchange.
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(e) Should any shareholders of the Bank dissent pursuant
to Virginia law, the payments to dissenting shareholders shall not
cause the Bank to become undercapitalized or exceed the amount of
dividends permissible for the Bank under applicable state and federal
law.
9. Abandonment of Agreement. This Agreement may be abandoned
by the Bank or the Corporation at any time before the Effective Date in the
event that (a) any action, suit, proceeding or claim has been instituted, made
or threatened relating to the Agreement which shall make consummation of the
transactions contemplated hereby inadvisable in the opinion of the Bank or the
Corporation or (b) for any other reason consummation of the transactions
contemplated hereby is inadvisable in the opinion of the Bank or the
Corporation. Such abandonment shall be effected by written notice by the Bank or
the Corporation to the other Party hereto, authorized or approved by the Board
of Directors of the Party giving such notice. Upon the giving of such notice,
this Agreement shall be terminated and there shall be no liability hereunder or
on account of such termination on the part of the Bank or the Corporation or the
directors, officers, employees, agents or stockholders of any of them. In the
event of abandonment of this Agreement, the Bank shall pay the fees and expenses
incurred by itself and the Corporation in connection with this Agreement and the
Share Exchange.
10. Amendments. To the extent permitted by law, this Agreement
may be amended by a subsequent writing signed by the Parties hereto upon the
approval of the Board
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of Directors of each of the Parties hereto; provided, however, that the
provisions of Section 3 hereof relating to the consideration to be exchanged for
shares of Bank Common Stock shall not be amended after the meeting of
stockholders of the Bank at which this Agreement is considered so as to decrease
the amount or change the form of such consideration without the approval of such
stockholders.
11. Counterparts. This Agreement may be executed in one or more
counterparts.
12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of Virginia.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed on its behalf by its officers thereunto duly authorized, all as of
the date first above written.
PENINSULA TRUST BANK, INCORPORATED
By: ________________________________
William J. Farinholt
President
Attest: ________________________________
Secretary
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MID-ATLANTIC COMMUNITY BANKGROUP, INC.
By: ________________________________
William J. Farinholt
President
Attest: ________________________________
Secretary
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EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MID-ATLANTIC COMMUNITY BANKGROUP, INC.
ARTICLE I
NAME
The name of the corporation is Mid-Atlantic Community BankGroup, Inc.
ARTICLE II
CAPITAL STOCK
Paragraph A. The aggregate number of shares of stock which the
Corporation shall have the authority to issue and the par value per share are as
follows:
Number of
Class Shares Par Value
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Common Stock 10,000,000 $5.00
Paragraph B. No holders of any class of stock of the Corporation shall
have any preemptive or other preferential right to purchase or subscribe to (i)
any shares of any class of stock of the Corporation, whether now or hereafter
authorized, (ii) any warrants, rights or options to purchase any such stock, or
(iii) any obligations convertible into any such stock or into warrants, rights
or options to purchase any such stock.
Paragraph C. The holders of the Common Stock shall, to the exclusion of
the holders of any other class of stock of the Corporation, have the sole and
full power to vote for the election of directors and for all other purposes
without limitation. The holders of the Common Stock shall have one vote for each
share of Common Stock held by them.
ARTICLE III
INDEMNIFICATION AND LIMITS ON LIABILITY
OF DIRECTORS AND OFFICERS
Paragraph A. Any Officer or Director, now or hereafter, of the
Corporation, shall be indemnified by the Corporation for his actions, unless a
he is adjudged liable for willful misconduct or
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a knowing violation of criminal law. The amount of damages that may be assessed
against an Officer or Director in any proceeding brought by or in the right of
the Corporation or brought by or on behalf of the shareholders of the
Corporation is limited to $50,000.00 per transaction.
Paragraph B. The rights provided by this Article III shall not be
exclusive of any other rights to which any Director or Officer may be entitled,
including without limitation rights conferred by applicable law and any right
under policies of insurance that may be purchased and maintained by the
Corporation or others, even as to liabilities against which the Corporation
would not have the power to indemnify such Director or Officer under the
provisions of this Article III.
ARTICLE IV
DIRECTORS
Paragraph A. The initial directors, whose terms shall expire at the
first shareholders' meeting at which directors are elected shall be:
Charles F. Bristow Jeanne P. Hockaday
11207 Harcum Road 8221 Robins Neck Road
Gloucester, VA 23061 Gloucester, VA 23061
John R. Curtis Joseph A. Lombard, Jr.
13601 Elmstead Road 5595 Whitehall Road
Midlothian, VA 23113 Zanoni, VA 23191
Charles F. Dawson George A. Marston, Jr.
Off of Rt. 647 Rt. 60, Oakland Farms
Mathews, VA 23109 Norge, VA 23127
William J. Farinholt Hersey M. Mason, Jr.
"Boxley", St. Route 606 5711 Glenns Road
Cloucester, VA 23061 Gloucester, VA 23061
William D. Fary Henry C. Rowe
Rt. 606, Fary's Mill Road 1584 York River Drive
Gloucester, VA 23061 Gloucester Point, VA 23062
Robert D. Foster Kenneth E. Smith
Kingston Lane 7083 Tracey Court
Mathews, VA 23109 Gloucester, VA 23061
Harry M. Healy Thomas Z. Wilke
Warehouse Road Queens Lake
Gloucester, VA 23061 Williamsburg, VA 23185
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Commencing with the first shareholders' meeting at which directors are
elected, the directors shall be elected at each annual meeting of the
shareholders of the Corporation. The number of directors of the Corporation
shall be fixed from time to time by or pursuant to the Bylaws of the
Corporation.
Paragraph B. Advance notice of stockholder nominations for the election
of directors shall be given in the manner provided in the Bylaws of the
Corporation.
ARTICLE V
BYLAW AMENDMENTS
The Board of Directors shall have power to make, alter, amend and
repeal the Bylaws of the Corporation except so far as any of the Bylaws of the
Corporation adopted by the stockholders shall otherwise provide. Any Bylaws made
by the directors under the powers conferred hereby may be altered, amended or
repealed by the directors or by the stockholders.
ARTICLE VI
SPECIAL VOTING PROVISIONS
Paragraph A. An amendment to the Articles of Incorporation of the
Corporation shall be approved if:
1. A majority of the votes entitled to be cast by each voting group
entitled to vote on such action are cast in favor of such action; and,
2. Unless such action shall have been approved by at least two-thirds of
the directors, holders of more than two-thirds of the issued and
outstanding shares of the Corporation's Common Stock vote in favor of
such action.
Paragraph B. Any director may be removed from office with or without
cause, but only if holders of more than seventy percent (70%) of the issued and
outstanding shares of Common Stock vote in favor of such action.
Paragraph C. Any merger or share exchange to which the Corporation is a
party or any direct or indirect sale, lease, exchange or other disposition of
all or substantially all of the Corporation's property, otherwise than in the
usual and regular course of business, shall be approved if:
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1. A majority of the votes entitled to be cast by each voting group
entitled to vote on such action are cast in favor of such action; and,
2. Unless such action shall have been approved by at least two-thirds of
the directors, at least two-thirds of the issued and outstanding shares
of the Corporation's Common Stock vote in favor of such action.
This Paragraph C shall not affect the power of the Board of Directors
to condition its submission of any plan of merger, share exchange or direct or
indirect sale, lease, exchange or other disposition of all or substantially all
of the Corporation's property, otherwise than in the usual and regular course of
business, on any basis, including the requirement of a greater vote.
ARTICLE VII
REGISTERED OFFICE AND AGENT
The post office address of the initial registered office is 7171 George
Washington Memorial Highway, Gloucester, Virginia 23061, which is located in the
County of Gloucester. The name of the initial registered agent is Kenneth E.
Smith, who is a resident of Virginia and a director of the Corporation, and
whose business address is the same as the registered office of the Corporation.
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EXHIBIT 3.2
BYLAWS
OF
MID-ATLANTIC COMMUNITY BANKGROUP, INC.
ARTICLE I
Shareholder Matters
Section 1.1. Annual Meetings.
A. The annual meeting of the shareholders of the Corporation shall be
held at such a place as may be decided by, the Board of Directors on a date
during the month of April, May and June of each and every year, the exact date,
place and hour to be fixed by the Board of Directors.
B. At the annual meeting of the shareholders of the Corporation,
Directors shall be elected and reports of the affairs of the Corporation shall
be received and considered. Any other business may be transacted which is within
the powers of the shareholders, except that, if any shareholder shall bring new
business before the annual meeting, the shareholder must give advance notice as
set forth in Section 1.6 of these Bylaws.
C. The Board of Directors may designate any place, either within or
without the Commonwealth of Virginia, as the place of meeting for any annual
meeting or for any special meeting. If no place is designated by the Board, the
place of meeting shall be the principal office of the Corporation.
Section 1.2. Special Meetings. A special meeting of the shareholders
may be called for any purpose or purposes whatsoever at any time, by the
President, the Chairman of the Board of Directors, the Board of Directors or by
holders of at least twenty-five percent of the issued and outstanding shares of
Common Stock.
Section 1.3. Notice of Meetings. Notice of the time and place of
every annual meeting or special meeting shall be mailed to each Shareholder of
record entitled to vote at the meeting at his address as it appears on the
records of the Corporation not less than ten (10) nor more than sixty (60) days
before the date of such meeting (except as a different time may be specified by
law).
Section 1.4. Quorum. A majority of the votes entitled to be cast on a
matter by a voting group constitutes a quorum of such voting group for action on
such matter. If there is not a quorum at the time for which a meeting shall have
been called, the meeting may be adjourned from time to time by a majority of the
shareholders present or represented by proxy without notice, other than by
announcement at the meeting, until there is a quorum.
Section 1.5. Voting. Except as the Articles ofIncorporation otherwise
provide, at any meeting of the
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shareholders, each outstanding share, regardless of class, is entitled to one
vote on each matter voted on at a shareholders' meeting.
Section 1.6. Notice of Shareholder Business. At an annual meeting of
the shareholders of the Corporation, only such business shall be conducted as
shall have been properly brought before the meeting. To be brought before an
annual meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise bought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before an annual meeting by a
shareholder, the Shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than sixty (60) days nor more than ninety (90) days prior
to the date of the scheduled annual meeting, regardless of any postponements,
deferrals or adjournments of that meeting to a later date; provided, however,
that in the event that less than seventy (70) days' notice or prior public
disclosure of the date of the scheduled annual meeting is given or made, notice
by a shareholder, to be timely, must be so received not later than the close of
business on the tenth (10th) day following the earlier of the day on which such
notice of the date of the scheduled annual meeting was mailed or the day on
which such public disclosure was made. A shareholder's notice to the Secretary
of the Corporation shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (a) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and address, as they appear on the
Corporation's books of the shareholder proposing such business and of any other
person or entity who is the record or beneficial owner of any shares of the
Corporation and who, to the knowledge of the shareholder proposing such
business, supports such proposal, (c) the class and number of shares of the
Corporation which are beneficially owned and owned of record by the shareholder
proposing such business on the date of his notice to the Corporation and the
number of shares so owned by any person or entity who, to the knowledge of the
shareholder proposing such business, supports such proposal and (d) any material
interest (financial or other) of such shareholder in such proposal.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this Section 1.6. The Chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section
1.6. and if the Chairman should so determine, the Chairman shall so declare to
the meeting and any
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such business not properly brought before the meeting shall not be transacted.
Section 1.7. Order of Business. All meetings of shareholders shall be
conducted in accordance with such rules as are prescribed by the Chairman of the
meeting and the Chairman shall determine the order of business at all meetings
of the shareholders.
Section 1.8. Inspectors. The Board of Directors, in advance of any
meeting of shareholders, may, but shall not be required to, appoint one or more
inspectors to act at such meeting or any adjournment thereof. If any of the
inspectors so appointed shall fail to appear or act, the Chairman of the meeting
may appoint one or more inspectors. The inspectors shall determine the number of
shares of capital stock of the Corporation outstanding and the voting power of
each, the number of shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the results, and do such acts as are proper to conduct the election or
vote with fairness to all shareholders. On request of the Chairman of the
meeting, the inspectors shall make a report of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them. No
director or candidate for the office of director shall act as an inspector of an
election of directors. Inspectors need not be shareholders.
ARTICLE II
Directors
Section 2.1. General Powers. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors and,
except as otherwise expressly provided by law or by the Articles of
Incorporation, or by these Bylaws, all of the powers of the Corporation shall be
exercised by or under the authority of said Board of Directors.
Section 2.2. Number and Qualification. The Board of Directors shall
consist of fourteen (14) Directors.
Section 2.3. Election of Directors. The Directors shall be elected at
the annual meeting of shareholders, and shall hold their offices until their
successors are elected in accordance with the Articles of Incorporation.
Nominations for the election of Directors shall be given in the manner provided
in Section 2.5.
Section 2.4. Honorary and Advisory Directors. The Board may appoint
to the position of Honorary Director or the position of
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Advisory Director such person or persons as it deems appropriate. Honorary
Directors shall be entitled to receive notice of, and to attend all meetings of
the Board, but they shall not be Directors and shall not be entitled to vote,
nor shall they be counted in determining a quorum of the Board. Advisory
Directors shall be entitled only to notice of meetings of Advisory or other
Boards of the Corporation to which they shall be appointed. Honorary and
Advisory Directors shall receive such compensation as may be authorized by the
Board of Directors for attendance at meetings of Advisory or other Boards to
which such Advisory or Honorary Directors are appointed.
Section 2.5. Nominations. Only persons who are nominated in accordance
with the procedures set forth in this Section 2.5 shall be eligible for election
as Directors. Nominations of persons for election to the Board of Directors of
the Corporation may be made by or at the direction of the Board of Directors, or
by any shareholder of the Corporation entitled to vote for the election of
Directors who complies with the notice procedures set forth in this Section 2.5.
Such nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a shareholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporations
not less than sixty (60) days nor more than ninety (90) days prior to the date
of the scheduled annual meeting, regardless of postponements, deferrals, or
adjournments of that meeting to a later date; provided, however, in the event
that less than seventy (70) days' notice or prior pubic disclosure of the date
of the meeting is given or made, notice by the shareholder to be timely must be
so received not later than the close of business on the 10th day following the
earlier of the day on which such notice of the date of the scheduled annual
meeting was mailed or the day on which such public disclosure was made. Such
shareholder's notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election as a Director, (1) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
Corporation which are beneficially owned by such person and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended; and (b) as to the shareholder giving the notice (i) the name and
address of such shareholder and of any other person or entity who is the record
or beneficial owner of shares of the Corporation and who, to the knowledge of
the shareholder giving notice, supports such nominee(s) and (ii) the class and
number of shares of the Corporation which are beneficially owned and owned of
record by such shareholder and by any other person or entity who is the record
or beneficial owner of shares of the Corporation and
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who, to the knowledge of the shareholder giving the notice, supports such
nominee(s). At the request of the Board of Directors any person nominated by the
Board of Directors for election as a Director shall furnish to the Secretary of
the Corporation the information required to be set forth in a shareholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a Director of the Corporation unless nominated in accordance
with the procedures set forth in this Section 2.5. The Chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
Bylaws, and if the Chairman should so determine, the Chairman shall so declare
to the meeting and the defective nomination shall be disregarded.
Section 2.6. Meetings of Directors. Meetings of the Board of
Directors shall be held at places within or without the Commonwealth of Virginia
and at times fixed by resolution of the Board of Directors, or upon call of the
Chairman of the Board of Directors or the President. The Secretary, or officer
performing his duties, shall give at least twenty-four (24) hours' notice by
telegraph, letter, telephone or in person, of all meetings of the Directors;
provided, that notice need not be given of regular meetings held at times and
places fixed by resolution of the Board. Regular meetings of the Board of
Directors shall be held at least six times in every calendar year. Meetings may
be held at any time without notice if all of the Directors are present, or if
those not present waive notice either before or after the meeting. Neither the
business to be transacted nor the purpose of any annual or special meeting of
the Board of Directors need be specified in the notice or waiver of notice of
such meeting.
Section 2.7. Quorum. A majority of the members of the Boardof
Directors shall constitute a quorum.
Section 2.8. Compensation. The Board of Directors shall fix the
compensation of the Directors.
Section 2.9. Committees. The Board of Directors may create committees
and appoint members of committees in accordance with Virginia law. There may be
an Executive Committee and such committee may exercise the authority of the
Board of Directors to the fullest extent permitted by law.
ARTICLE III
Officers
Section 3.1. Election. The Officers of the Corporation shall consist
of the Chairman of the Board of Directors, the President, one or more Executive
or Senior Vice Presidents, one or
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more additional Vice Presidents, a Secretary, one or more Assistant Secretaries,
and such other officers as may be elected as provided in Section 3.3 of this
Article. All Officers shall be elected by the Board of Directors, and shall hold
office until their successors are elected and qualify. Vacancies may be filled
at any meeting of the Board of Directors. Subject to any applicable provision of
Virginia law, more than one office may be combined in the same person as the
Board of Directors may determine.
Section 3.2. Removal of Officers. Any Officer of the Corporation may
be summarily removed with or without cause, at any time, by a resolution passed
by affirmative vote of a majority of all of the Directors; provided that any
such removal shall not affect an Officer's right to any compensation to which he
is entitled under any employment contract between such officer and the
Corporation.
Section 3.3. Other Officers. Other Officers may from time to time be
appointed by the Board of Directors, and such Officers shall hold office for
such term as may be designated by the said Board of Directors.
Section 3.4. Chairman of the Board. The Chairman of the Board shall be
the senior Officer of the Corporation, and shall preside at all meetings of the
Directors and all meetings of the shareholders. The Chairman of the Board shall
appoint all standing committees and temporary committees and shall be a member
ex officio of all standing committees and shall have all other powers and duties
as may be prescribed by the Board of Directors or by the Bylaws.
Section 3.5. President. In the absence or disability of the Chairman
of the Board, the President shall preside at all meetings of the Directors and
at meetings of the shareholders and in the absence or disability of the Chairman
of the Board the duties and responsibilities of such office shall devolve upon
the President. The President shall be the chief executive officer and have such
other powers and duties as may be prescribed by the Chairman of the Board of
Directors, the Board of Directors or by the Bylaws.
Section 3.6. Vice Presidents. Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents shall perform such duties as may be prescribed
for them from time to time by the Chairman of the Board of Directors, the Board
of Directors or the Bylaws.
Section 3.7. Secretary. The Secretary shall have the duties and
responsibilities prescribed by law for the secretary of a Virginia corporation.
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Section 3.8. Surety Bonds. All Officers and employees who shall have
charge or possession of money, securities or property of the Corporation must,
before entering upon their duties, be covered by a bond with a surety company
approved by the Board of Directors and state and federal authorities. The costs
of such bond shall be borne by the Corporation.
ARTICLE IV
Capital Stock
Section 4.1. Issues of Certificate of Stock. Certificates of capital
stock shall be in such form as may be prescribed by law and by the Board of
Directors. All certificates shall be signed by the President and by the
Secretary or an Assistant Secretary, or by any other two Officers authorized by
resolution of the Board of Directors.
Section 4.2. Transfer of Stock. The stock of the corporation shall be
transferable or assignable on the books of the Corporation by the holders in
person or by attorney on surrender of the certificate or certificates for such
shares duly endorsed, and, if sought to be transferred by attorney, accompanied
by a written power of attorney to have such stock transferred on the books of
the Corporation.
Section 4.3. Restrictions on Transfer of Stock. Any restrictions that
may be imposed by law, by the Articles of Incorporation or Bylaws of the
Corporation, or by an agreement among shareholders of the Corporation, shall be
noted conspicuously on the front or back of all certificates representing shares
of stock of the Corporation.
Section 4.4. Lost, Destroyed or Mutilated Certificates. The holder of
stock of the Corporation shall immediately notify the Corporation of any loss,
destruction, or mutilation of the certificate therefor, and the Corporation may
in its discretion cause one or more new certificates for the same aggregate
number of shares to be issued to such Stockholder upon the surrender of the
mutilated certificate, or upon satisfactory proof of such loss or destruction
accompanied by the deposit of a bond in such form and amount and with such
surety as the Corporation may require.
Section 4.5. Holder of Record. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder thereof
in fact and shall not be bound to recognize any equitable or other claim to or
interest in such shares of stock on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise expressly
provided by law.
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Section 4.6. Record Date. The Board of Directors shall fix in advance
the record date in order to make a determination of shareholders for any
purpose, including the determination of shareholders entitled to notice of or to
vote at any shareholders' meeting or entitled to payment of any dividend or
distribution to shareholders. Such record date shall not be more than seventy
(70) days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.
Section 4.7. Control Share Acquisitions. Article 14.1 of the Virginia
Stock Corporation Act shall not apply to the Corporation.
ARTICLE V
Miscellaneous Provisions
Section 5.1. Seal. The seal of the Corporation shall be circular in
shape with the name of the Corporation around the circumference thereof, and the
word "SEAL" in the center thereof.
Section 5.2. Examination of the Books and Records. The books and
records of account of the Corporation, the minutes of the proceedings of the
shareholders, the Board and Committees appointed by the Board of Directors and
the records of the shareholders showing the names and addresses of all
shareholders and the number of shares held by each, shall be subject to
inspection during the normal business hours by any person who is a duly
qualified Director of the Corporation at the time he makes such inspection.
Shareholders shall have such rights to inspect records of the Corporation as are
prescribed by applicable law.
Section 5.3. Checks, Notes and Drafts. Checks, notes, drafts, and
other orders for the payment of money shall be signed by such persons as the
Board of Directors from time to time may authorize.
Section 5.4. Amendments to By-Laws. These Bylaws may be altered,
amended or repealed in accordance with the Articles of Incorporation.
Section 5.5. Voting of Stock Held. Unless otherwise provided by
resolution of the Board of Directors, the Chairman of the Board of Directors,
the President or any Executive Vice President may from time to time appoint an
attorney or attorneys as agent or agents of the Corporation to cast in the name
of the Corporation the votes which the Corporation may be entitled to cast as a
shareholder or otherwise in any other corporation, any of whose stock or
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, or to consent in writing to
any action by any such other corporation; and such Officers may instruct the
person
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or persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed on behalf of the Corporation
and under its corporate seal, or otherwise, such written proxies, consents,
waivers, or other instruments as may be necessary or proper in the premises; or
any of such Officers may himself attend any meeting of the holders of stock or
other securities of any such other corporation and there vote or exercise any or
all other powers of the Corporation as the holder of such stock or other
securities of such other corporation.
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