<PAGE> 1
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
SWEETWATER FINANCIAL GROUP, INC.
ARTICLE ONE
NAME
The name of the corporation is Sweetwater Financial Group, Inc.
ARTICLE TWO
CAPITALIZATION
The corporation shall have the authority, exercisable by its board of
directors, to issue up to 10,000,000 shares of common stock, par value $.0l per
share. In addition to the Common Stock, the corporation shall have the
authority, exercisable by its Board of Directors, to issue 10,000,000 shares of
preferred stock, par value $.01 per share (the "Preferred Stock"), any part or
all of such shares of Preferred Stock may be established and designated from
time to time by the Board of Directors by filing an amendment to these Articles
of Incorporation, which is effective without shareholder action, in accordance
with the appropriate provisions of the Act, and any amendment or supplement
thereto (a "Preferred Stock Designation"), in such series and with such
preferences, limitations, and relative rights as may be determined by the Board
of Directors. The number of authorized shares of Preferred Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of a majority of the votes of the Common
Stock, without a vote of the holders of the shares of Preferred Stock, or of any
series thereof, unless a vote of any such holders is required by law or pursuant
to the Preferred Stock Designation or Preferred Stock Designations establishing
the series of Preferred Stock.
ARTICLE THREE
INITIAL REGISTERED OFFICE AND AGENT
The street address and county of the initial registered office of the
corporation shall be at 241 Washington Avenue, Marietta, Georgia 30060. The
initial registered agent of the corporation at such address shall be Fred D.
Bentley, Jr.
ARTICLE FOUR
INCORPORATOR
The name and address of the incorporator is as follows:
Fred D. Bentley, Jr., Esq.
241 Washington Avenue
Marietta, Georgia 30060
ARTICLE FIVE
MAILING ADDRESS OF PRINCIPAL OFFICE
The mailing address of the initial principal office of the corporation
is as follows:
Sweetwater Financial Group, Inc.
325 Great Southwest Parkway
Atlanta, Georgia 30336
<PAGE> 2
ARTICLE SIX
LIMITATION ON DIRECTOR LIABILITY
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of the duty of
care or any other duty as a director, except that such liability shall not be
eliminated for:
(i) any appropriation, in violation of the director's duties, of
any business opportunity of the corporation;
(ii) acts or omissions that involve intentional misconduct or a
knowing violation of law;
(iii) liability under Section 14-2-832 (or any successor provision
or redesignation thereof) the Georgia Business Corporation Code; and
(iv) any transaction from which the director received an improper
personal benefit.
If at any time the Georgia Business Corporation Code (the "Code") shall
have been amended to authorize the further elimination or limitation of the
liability of a director, then the liability of each director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Code, as
so amended, without further action by the shareholders, unless the provisions of
the Code. as amended, require further action by the shareholders.
Any repeal or modification of the foregoing provisions of this Article
Six shall not adversely affect the elimination or limitation of liability or
alleged liability pursuant hereto of any director of the corporation for or with
respect to any alleged act or omission of the director occurring prior to such a
repeal or modification.
ARTICLE SEVEN
INITIAL DIRECTORS
The name and address of the initial director of the corporation is:
Paul D. Wilkerson
325 Great Southwest Parkway
Atlanta, Georgia 30336
IN WITNESS WHEREOF, the undersigned executes these Articles of
Incorporation on ___________ ___, 2000.
/s/ Fred D. Bentley, Jr.
-----------------------------
Fred D. Bentley, Jr., Esq.
Incorporator
2
