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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
THE PB FINANCIAL SERVICES CORPORATION
1.
The name of the Corporation is: "The PB Financial Services
Corporation."
2.
The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
3.
The object of the Corporation is pecuniary gain and profit, and the
Corporation is formed for the purpose of assisting in the formation of a bank
holding company and engaging in such related and permissible activities in
connection therewith as the Board of Directors may from time to time specify by
resolution.
4.
The Corporation shall have the authority to issue ten million
(10,000,000) shares of common stock (the "Common Stock"), $5.00 par value.
5.
The initial registered office of the Corporation shall be at 9570
Medlock Bridge Road, Duluth, Fulton County, Georgia 30096. The initial
registered agent of the Corporation at such address shall be Monty G. Watson.
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6.
The mailing address of the initial principal office of the corporation
is P.O. Box 933, Duluth, Georgia 30096.
7.
(a) The Board of Directors shall be divided into three (3)
classes, Class I, Class II and Class III, which shall be as nearly equal in
number as possible. Each director in Class I shall be elected to an initial term
of one (1) year, each director in Class II shall be elected to an initial term
of two (2) years, each director in Class III shall be elected to an initial term
of three (3) years, and each director shall serve until the election and
qualification of his or her successor or until his or her earlier resignation,
death or removal from office. Upon the expiration of the initial terms of office
for each Class of directors, the directors of each Class shall be elected for
terms of three (3) years, to serve until the election and qualification of their
successors or until their earlier resignation, death or removal from office.
(b) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 7 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote in an election of
directors, at any regular or special meeting of the shareholders, and notice of
the proposed change must be contained in the notice of the meeting.
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8.
(a) Except as provided in paragraph (b) of this Article 8, the
Board of Directors shall have the right to adopt, amend or repeal the bylaws of
the Corporation by the affirmative vote of a majority of all directors then in
office, and the shareholders shall have such right by the affirmative vote of a
majority of the issued and outstanding shares of the Corporation entitled to
vote in an election of directors.
(b) Notwithstanding paragraph (a) of this Article 8, any amendment
of the bylaws of the Corporation changing the number of directors shall require
the affirmative vote of two-thirds (2/3) of all directors then in office or the
affirmative vote of the holders of two-thirds (2/3) of the issued and
outstanding shares of the Corporation entitled to vote in an election of
directors, at any regular or special meeting of the shareholders, and notice of
the proposed change must be contained in the notice of the meeting.
9.
(a) At any shareholders' meeting with respect to which notice of
such purpose has been given, the entire Board of Directors or any individual
director may be removed without cause only by the affirmative vote of the
holders of at least two-thirds (2/3) of the issued and outstanding shares of the
Corporation entitled to vote in an election of directors.
(b) At any shareholders' meeting with respect to which notice of
such purpose has been given, the entire Board of Directors or any individual
director may be removed with cause only by the affirmative vote of the holders
of at least a majority of the issued and outstanding shares of the Corporation
entitled to vote in an election of directors.
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(c) For purposes of this Article 9, a director of the Corporation
may be removed for cause if (i) the director has been convicted of a felony;
(ii) any bank regulatory authority having jurisdiction over the Corporation
requests or demands the removal; or (iii) at least two-thirds (2/3) of the
directors of the Corporation then in office, excluding the director to be
removed, determine that the director's conduct has been inimical to the best
interests of the Corporation.
(d) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 9 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote in an election of
directors, at any regular or special meeting of the shareholders, and notice of
the proposed change must be contained in the notice of the meeting.
10.
The initial Board of Directors of the Corporation shall consist of
eleven (11) members who shall be and whose addresses are:
Robert D. Cheeley 435 Old Homestead Trail
Duluth, Georgia 30097
Daniel B. Cowart 4607 Armley Court
Norcross, Georgia 30092
Paul D. Donaldson 2140 Arbor Chase
Cumming, Georgia 30041
Charles Douglas 350 Royal Birkdale Court
Duluth, Georgia 30136
Dexter R. Floyd 5762 Revington Drive
Duluth, Georgia 30136
J. Edwin Howard 6569 Pleasantdale Road
Doraville, Georgia 30340
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John J. Howard 2586 Green Valley Drive
Norcross, Georgia 30071
J. Stephen Hurst 1260 Old Woodbine Road
Atlanta, Georgia 30308
Charles A. Machemehl, III 130 Vintage Club Court
Duluth, Georgia 30097
J. Paul Maggard 100 Downing Street
Alpharetta, Georgia 30202
Monty G. Watson 305 Parian Run
Duluth, Georgia 30097
11.
(a) A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages, for breach of any
duty as a director, except for liability for:
(i) any appropriation, in violation of his or
her duties, of any business opportunity of the Corporation;
(ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law;
(iii) the types of liability set forth in Section
14-2-832 of the Georgia Business Corporation Code dealing with
unlawful distributions of corporate assets to shareholders; or
(iv) any transaction from which the director
derived an improper material tangible personal benefit.
(b) Any repeal or modification of this Article by the shareholders
shall be prospective only and shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.
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(c) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 11 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote thereon, at any
regular or special meeting of the shareholders, and notice of the proposed
change must be contained in the notice of the meeting.
12.
Any action required by law or by the Bylaws of the Corporation to be
taken at a meeting of the shareholders of the Corporation, and any action which
may be taken at such a meeting, may be taken without a meeting, if written
consent, setting forth the action so taken, is signed by persons entitled to
vote at a meeting those shares having sufficient voting power to cast not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote were present and
voted. Notice of such action without a meeting by less than unanimous written
consent shall be given within ten (10) days after taking such action to those
shareholders of record on the date when the written consent is first executed
and whose shares were not represented on the written consent.
13.
(a) In any case in which the Georgia Business Corporation Code or
other applicable law requires shareholders approval of any merger or share
exchange of the Corporation with or into any other corporation, or any sale,
lease, exchange or other disposition of substantially all of the assets of the
Corporation to any other corporation, person or other entity, such approval
shall require either:
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(i) the affirmative vote of two-thirds (2/3) of
the directors of the Corporation then in office and the
affirmative vote of a majority of the issued and outstanding
shares of the corporation entitled to vote; or
(ii) the affirmative vote of a majority of the
directors of the Corporation then in office and the
affirmative vote of the holders of at least two-thirds (2/3)
of the issued and outstanding shares of the Corporation
entitled to vote.
(b) The Board of Directors shall have the power to determine for
the purposes of this Article 13, on the basis of information known to the
Corporation, whether any sale, lease or exchange or other disposition of part of
the assets of the Corporation involves substantially all of the assets of the
Corporation.
14.
(a) The Board of Directors, when evaluating any offer of another
party (i) to make a tender offer or exchange offer for any equity security of
the Corporation, (ii) to merge or consolidate any other corporation with the
Corporation, or (iii) to purchase or otherwise acquire all or substantially all
of the assets of the Corporation, shall, in determining what is in the best
interests of the Corporation and its shareholders, give due consideration to all
relevant factors, including without limitation: (A) the short-term and long-term
social and economic effects on the employees, customers, shareholders and other
constituents of the Corporation and its subsidiaries, and on the communities
within which the Corporation and its subsidiaries operate (it being understood
that any subsidiary bank of the Corporation is charged with providing support to
and being involved in the communities it serves); and (B) the consideration
being offered by the other party in relation to the
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then-current value of the Corporation in a freely negotiated transaction and in
relation to the Board of Directors' then-estimate of the future value of the
Corporation as an independent entity.
(b) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 14 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote thereon, at any
regular or special meeting of the shareholders, and notice of the proposed
change must be contained in the notice of the meeting.
15.
Should any provision of these Articles of Incorporation, or any clause
hereof, be held to be invalid, illegal or unenforceable, in whole or in part,
the remaining provisions and clauses of these Articles of Incorporation shall
remain valid and fully enforceable.
16.
The name and address of the incorporator of the Corporation is:
Monty G. Watson
5717 Fairley Hall Court
Norcross, Georgia 30092
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IN WITNESS WHEREOF, the undersigned has caused these Amended and
Restated Articles of Incorporation to be executed, this ____ day of
_____________, 2000.
THE PB FINANCIAL SERVICES CORPORATION
By:
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Monty G. Watson
President
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