<PAGE>
As filed with the Securities and Exchange Commission on March 22, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PAB Bankshares, Inc.
(Exact name of issuer as specified in its charter)
Georgia 58-1473302
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3102 North Oak Street Extension
Valdosta, Georgia 31602
(Address of principal executive offices) (Zip Code)
PAB Bankshares, Inc. 1994 Employee Stock Option Plan
(Full title of the plan)
R. Bradford Burnette
President and Chief Executive Officer
PAB Bankshares, Inc.
3102 North Oak Street Extension
Valdosta, Georgia 31602
(912) 241-2775
(Name, address and telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
Daniel T. Falstad, Esq.
Troutman Sanders LLP
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308-2216
Telephone: (404) 885-3514
Facsimile: (404) 885-3995
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed
Title of each class of Amount to be offering price per maximum aggregate Amount of
securities to be registered registered (1) share offering price registration fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value, 380,953 shares $10.26(2) $3,908,577.78(2) $1,086.58
to be issued under PAB 18,797 shares $16.25(3) $ 305,451.25(3) $ 84.92
Bankshares, Inc. 1994 -------------- ------------- ---------
Employee Stock Option Plan 399,750 shares $4,214,029.03 $1,171.50
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"1933 Act"), includes an indeterminate number of additional shares which
may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions as provided in PAB Bankshares, Inc.
1994 Employee Stock Option Plan (the "Plan").
(2) Pursuant to Rule 457(h)(1) under the 1933 Act, the offering price of shares
subject to options whose exercise price is known is estimated solely for
the purpose of calculating the registration fee on the basis of price at
which the options may be exercised.
(3) Pursuant to Rule 457(h)(1) under the 1933 Act, the offering price of shares
subject to options whose exercise price is not known is estimated solely
for the purpose of calculating the registration fee on the basis of the
average of the high and low prices on March 17, 1999 as reported on the
American Stock Exchange.
- -------------------------------------------------------------------------------
<PAGE>
Part I -- Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.+
----------------
Item 2. Registrant Information and Plan Annual Information.+
--------------------------------------------------
+ Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Note to Part I of Form S-8.
Part II -- Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
---------------------------------------
PAB Bankshares, Inc. ("PAB") hereby incorporates by reference into this
registration statement the following documents:
(a) PAB's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997, as filed on March 31, 1998 and amended on April
21, 1998;
(b) PAB's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1998, as filed on May 15, 1998;
(c) PAB's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1998, as filed on August 14, 1998 and as amended on
November 6, 1998; and
(d) PAB's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1998, as filed on November 13, 1998;
(e) PAB's Current Reports on Form 8-K filed January 16, 1998, May 21,
1998 and July 2, 1998, as amended on August 21, 1998; and
(f) the description of PAB's Common Stock contained in PAB's
Registration Statement on Form 8-A/A, as filed on July 3, 1996.
All documents filed subsequent to the date of this registration statement
by the undersigned registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "1934 Act") prior to the filing of a
post-effective amendment hereto which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters any shares of such Common
Stock then remaining unsold, shall also be deemed to be incorporated by
reference in this registration statement and to be a part hereof from their
respective dates of filing. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement contained in this registration
statement shall be deemed to be modified or superseded to the extent that a
statement contained in a subsequently filed document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
2
<PAGE>
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The provisions of the Georgia Business Corporation Code and PAB's Articles
of Incorporation ("Articles") and Bylaws set forth the extent to which PAB's
directors and officers may be indemnified against liabilities they may incur
while serving in such capacities. Under these indemnification provisions, PAB
is required to indemnify any of its directors or officers against any reasonable
expenses (including attorneys' fees) incurred by such director or officer in
defense of any action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, and whether formal or informal,
to which such director or officer was made a party, or in defense of any claim,
issue or matter therein, by reason of the fact that such director or officer is
or was a director or officer of PAB to the extent that such director or officer
has been successful, on the merits or otherwise, in such defense. PAB also must
indemnify any person against any liability and expenses incurred in connection
with any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by PAB),
by reason of the fact that such person is or was a director or officer of PAB or
who, while a director or officer of PAB, is or was serving at PAB's request as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, if such director or officer acted in a
manner such director or officer believed in good faith to be in, or not opposed
to, the best interests of PAB, or, with respect to any criminal proceeding, had
no reasonable cause to believe such director's or officer's conduct was
unlawful, if a determination has been made that the director or officer has met
these standards of conduct. Such indemnification in connection with a proceeding
by or in the right of PAB, however, is limited to reasonable expenses, including
attorneys' fees, incurred in connection with the proceeding. PAB may also
provide advancement of expenses incurred by a director or officer in defending
any such action, suit, or proceeding upon receipt of a written affirmation of
such officer or director that such director or officer has met certain standards
of conduct and an undertaking by or on behalf of such director or officer to
repay such advances unless it is ultimately determined that such director or
officer is entitled to indemnification by PAB.
PAB may not indemnify a director or officer in connection with a proceeding
in which the director or officer was adjudged liable to PAB on the basis that he
improperly received a personal benefit.
PAB's Bylaws state that PAB intends for indemnification of officers and
directors to extend to the maximum indemnification possible under Georgia law.
In addition, PAB's Articles require that PAB indemnify a director to the fullest
extent permitted by the Official Code of Georgia Annotated against any
liability, cost or expenses incurred by such director by reason of the fact that
such person is or was a director and require PAB to advance expenses incurred in
such proceedings subject to the conditions imposed by the Georgia Business
Corporation Code.
3
<PAGE>
PAB's Articles of Incorporation contain a provision which provides that, to
the fullest extent permitted by the Georgia Business Corporation Code, directors
of PAB shall not be personally liable to PAB or its shareholders for monetary
damages for breach of his duty of care or any other duty as a director.
PAB maintains an insurance policy insuring PAB and directors and officers
of PAB against certain liabilities, including liabilities under the Securities
Act of 1933.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number
-------
4.1 Articles of Incorporation, as amended
4.2 Bylaws, as amended (restated pursuant to Rule 102(c) of Regulation
S-T)
5 Opinion of Troutman Sanders LLP
23.1 Consent of Troutman Sanders LLP (contained in opinion filed as
Exhibit 5)
23.2 Consent of Stewart, Fowler & Stalvey, P.C.
24 Power of Attorney (included in the signature page of page 6 of this
Registration Statement)
Item 9. Undertakings.
------------
(a) Rule 415 offerings. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the 1933 Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high and of the estimated maximum offering
4
<PAGE>
range may be reflected in the form of prospectus filed with
the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of any offering.
(b) Filings incorporating subsequent 1934 Act documents by reference. The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Filing of registration statement on Form S-8. Insofar as
indemnification for liabilities arising under the 1933 Act may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Valdosta, Georgia, on this 19th day of March, 1999.
PAB Bankshares, Inc.
(Registrant)
By: /s/ R. Bradford Burnette
-------------------------------------
R. Bradford Burnette
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R. Bradford Burnette and C. Larry Wilkinson, or
either of them, his or her true and lawful attorney-in-fact and agent, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as she might or would do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or their substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the 1933 Act, this registration statement,
as amended, has been signed by the following persons in the capacities on this
15th day of March, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ James L. Dewar, Sr. Chairman of the Board and Director
- -------------------------------
James L. Dewar, Sr.
/s/ R. Bradford Burnette
- ------------------------------- President and Director (Principal Executive
R. Bradford Burnette Officer
- ------------------------------- Director
Walter W. Carroll, II
/s/ William S. Cowart
- ------------------------------- Director
William S. Cowart
/s/ James L. Dewar, Jr. Director
- -------------------------------
James L. Dewar, Jr.
/s/ Tracy A. Dixon Director
- -------------------------------
Tracy A. Dixon
</TABLE>
6
<PAGE>
/s/ Bill J. Jones Director
- -------------------------------
Bill J. Jones
/s/ Thompson Kurrie, Jr.
- ------------------------------- Director
Thompson Kurrie, Jr.
/s/ James B. Lanier, Jr.
- ------------------------------- Director
James B. Lanier, Jr.
/s/ Paul E. Parker
- ------------------------------- Director
Paul E. Parker
/s/ F. Ferrell Scruggs, Sr.
- ------------------------------- Director
F. Ferrell Scruggs, Sr.
/s/ John M. Simmons
- ------------------------------- Director
John M. Simmons
- ------------------------------- Director
D. Ramsay Simmons, Jr.
/s/ Joe P. Singletary
- ------------------------------- Director
Joe P. Singletary
/s/ C. Larry Wilkinson
- ------------------------------- Executive Vice President and Director
C. Larry Wilkinson (Principal Financial and Accounting Officer)
7
<PAGE>
Exhibit Index
Exhibit
Number
-------
4.1 Articles of Incorporation, as amended
4.2 Bylaws, as amended (restated pursuant to Rule 102(c) of Regulation
S-T)
5 Opinion of Troutman Sanders LLP
23.1 Consent of Troutman Sanders LLP (contained in opinion filed in
Exhibit 5)
23.2 Consent of Stewart, Fowler & Stalvey, P.C.
24 Power of Attorney (included in the signature page of page 6 of this
Registration Statement)
<PAGE>
Exhibit 4.1
RESTATED ARTICLES OF INCORPORATION
OF
PAB BANKSHARES, INC.
Pursuant to Section 14-2-1007 of the Georgia Business Corporation Code,
PAB Bankshares, Inc., a Georgia corporation, hereby submits the following
Restated Articles of Incorporation.
I.
The name of the corporation is PAB Bankshares, Inc. (the "Corporation")
and the Charter Number of the Corporation is 8603672.
II.
The Articles of Incorporation of the Corporation is hereby restated in
their entirety to read as follows:
ARTICLES OF INCORPORATION
OF
PAB BANKSHARES, INC.
I.
NAME
The name of the Corporation is:
PAB BANKSHARES, INC.
II.
CORPORATE DURATION
The Corporation shall have perpetual duration.
III.
PURPOSE OF ORGANIZATION
The Corporation is a corporation for profit and is organized for the following
purposes:
To engage in any lawful act or activity for which corporations may be
organized under the Georgia Business Corporation Code, or under any
act
1
<PAGE>
amendatory thereof, supplemental thereto, or in substitution
therefor; to have all the rights, powers, and privileges now or
hereafter conferred by the laws of the State of Georgia upon a
corporation and to operate as a bank holding company.
IV.
CAPITAL STOCK
(a) Authorized Shares. The total number of shares of all classes of
capital stock which the Corporation shall have authority to issue is 16,500,000
consisting of 15,000,000 shares of common stock (the "Common Stock"), and
1,500,000 shares of preferred stock (the "Preferred Stock"). The shares may be
issued from time to time as authorized by the Board of Directors of the
Corporation without further approval of the shareholders except as otherwise
provided herein or to the extent that such approval is required by law, rules or
regulations. No shareholder shall have a preemptive right to acquire unissued
shares of capital stock. The Corporation may acquire its own shares of capital
stock and shares so acquired constitute authorized but unissued shares.
(b) Common Stock. Except as otherwise provided by law or in any Preferred
Stock Designation (as defined in this Article), the holders of the Common Stock
shall exclusively possess all voting power and each holder of shares of Common
Stock shall be entitled to one vote for each share held of record by such
holder.
(c) Preferred Stock. The Board of Directors of the Corporation is hereby
expressly vested with authority to issue shares of Preferred Stock, in one or
more series, and by filing a Certificate of Designation (the "Preferred Stock
Designation") pursuant to the applicable law of the State of Georgia, to
establish from time to time the number of shares to be included in each such
series, and to fix the designations, powers, preferences and rights of each such
series, and the qualifications, limitations or restrictions thereof.
2
<PAGE>
V.
GENERAL INDEMNITY
The Corporation shall have the power to indemnify the officers, directors,
agents and employees against loss in accordance with the laws of the State of
Georgia.
VI.
ACTIONS REQUIRING TWO-THIRDS VOTE
The shareholder vote or action required to: (i) approve any merger or
consolidation of the Corporation with or into any other corporation, and the
sale, lease, exchange or other disposition of all, or substantially all, of the
assets of the Corporation to or with any other corporation, person or entity,
with respect to which the approval of the Corporation's shareholders is required
by the provisions of the corporate laws of the State of Georgia; (ii) remove a
member of the Board of Directors of the Corporation, (iii) call a special
meeting of the shareholders of the corporation; (iv) alter, amend, delete or
rescind any provision of this Article VI of the Corporation's Articles of
Incorporation shall be 66-2/3% of the total issued and outstanding shares of the
Corporation's Common Stock.
VII.
DIRECTOR CLASSES & TERM OF OFFICE
(a) The number of directors of the Corporation shall be fixed from time to
time by the majority vote of the directors of the Corporation; however, the
number of directors of the Corporation so fixed by the majority vote of the
directors shall be no less than nine. The directors shall be divided into three
classes as nearly equal in number as possible, with respect to the first
time for which they shall severally hold office. Directors of the first class
shall hold office until the first annual meeting of the shareholders following
their election; directors of the second class first chosen shall hold office
until the second annual meeting following their election; and directors of the
third class first chosen shall hold office until the third annual meeting
following their election. At each annual meeting of the shareholders held
thereafter, directors shall be chosen for a term of three (3) years to succeed
those whose terms expired.
3
<PAGE>
(b) Any vacancy in the Board of Directors resulting from the death,
resignation or retirement of the director, or other cause other than removal by
the shareholders or increase in the number of directors, shall be filled by a
majority vote of the remaining directors, though less than a quorum, for a term
corresponding to the unexpired term of his or her predecessor in office.
(c) Newly created directorships resulting from any increase in the
authorized number of directors shall be filled by a majority vote of the
remaining directors, though less than a quorum, and the directors so chosen
shall hold office for a term expiring at the next annual meeting of the
shareholders at which a successor shall be elected and shall qualify.
VIII.
DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for (i) any appropriation, in violation of his
duties, of any business opportunity of the Corporation, (ii) acts or omissions
not in good faith or which involve intentional misconduct or knowing violation
of the law, (iii) any transaction from which the director derived an improper
personal benefit, or (iv) any violation of Section 14-2-832 (formerly Section
14-2-154) of the Official Code of Georgia Annotated. If, after approval of the
stockholders of this article, the Official Code of Georgia annotated is amended
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the full extent permitted by the Official Code
of Georgia Annotated, as so amended. Any repeal or modification of the foregoing
paragraph by the stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.
4
<PAGE>
IX.
DIRECTOR INDEMNIFICATION
Each person who is or was a director of the Corporation (including the
heirs, executors, administrators, or estate of such person) shall be indemnified
by the Corporation as of right to the full extent permitted by the Official Code
of Georgia Annotated against any liability, cost or expenses asserted against
such director and incurred by such director by reason of the fact that such
person is or was a director. The right to indemnification conferred by this
article shall include the right to be paid by the Corporation the expenses
incurred in defending any action, suit or proceeding in advance of its final
disposition, subject to the receipt by the Corporation of such understandings as
might be required of an indemnitee by the Official Code of Georgia Annotated.
In any action by an indemnitee to enforce a right to indemnification
hereunder or by the Corporation to recover advances made hereunder, the burden
of proving that the indemnitee is not entitled to be indemnified shall be on the
Corporation. In such an action, neither the failure of the Corporation
(including its Board, independent legal counsel or stockholders) to have made a
determination that the indemnification is proper, nor determination by the
Corporation that indemnification is improper, shall create a presumption that
the indemnitee, is not entitled to be indemnified or, in the case of such an
action brought by the indemnitee, be a defense thereto. If successful in whole
or in part in such action, an indemnitee shall be entitled to be paid also the
expense of prosecuting or defending same.
5
<PAGE>
IN WITNESS WHEREOF, PAB Bankshares, Inc., has caused these Restated
Articles of Incorporation to be executed, its corporate seal affixed and the
foregoing to be attested, all by its duly authorized officers on this 28th day
of May, 1997.
PAB BANKSHARES, INC.
/s/ R. Bradford Burnette
----------------------------------
President
ATTEST: /s/ Denise McKenzie
-----------------------
(CORPORATE SEAL)
6
<PAGE>
CERTIFICATE REGARDING
RESTATED ARTICLES OF INCORPORATION
OF
PAB BANKSHARES, INC.
The undersigned, R. Bradford Burnette, the President of PAB Bankshares,
Inc., a Georgia corporation (the "Corporation"), does hereby certify pursuant to
Section 14-2-1007(d) of the Official Code of Georgia Annotated (the "Code")
that the Restated Articles of Incorporation of the Corporation do not contain
an Amendment to the Articles of Incorporation of the Corporation that require
Shareholder approval and that the Board of Directors adopted the restatement.
The Restated Articles of Incorporation where duly adopted by the Board of
Directors of the Corporation on May 19, 1997. The Corporation's Board of
Directors consist of 11 directors, the vote of six of whom was required for the
adoption of these Restated Articles of Incorporation and all directors voted for
the adoption of these Restated Articles of Incorporation.
IN WITNESS WHEREOF, PAB Bankshares, Inc., has caused these Articles of
Amendment to be executed by its duly authorized officers on this 28th day of
May, 1997.
/s/ R. Bradford Burnette
-----------------------------------
R. Bradford Burnette, President
<PAGE>
Exhibit 4.2
Amended and Restated
By-Laws of
PAB Bankshares, Inc.
ARTICLE ONE
-----------
OFFICES
1.1 Registered Office. The address of the registered office of PAB
-----------------
Bankshares, Inc. (hereinafter referred to as the "Corporation") is 3102 Oak
Street Extension, Valdosta, Georgia, and the name of the registered agent at
this address is R. Bradford Bumette. However, the registered agent and/or the
place of the registered office may be changed from time to time by action of the
Board of Directors and the making of such filings with state officials as may be
required by law.
1.2 Other Offices. The Corporation may have offices at such place or
-------------
places as the Board of Directors may from time to time appoint.
ARTICLE TWO
-------------
SHAREHOLDERS MEETINGS
2.1 Meeting Place. All meetings of the shareholders shall be held at the
-------------
registered office or such other place as may be fixed from time to time by the
Board of Directors in the notice of the meeting.
2.2 Annual Meetings. The annual meeting of shareholders of the
---------------
Corporation shall be held within or without the State of Georgia on the fourth
Monday in April at 11:00 am., or at such other time as may from time to time be
fixed by the Board of Directors.
<PAGE>
2.3 Special Meetings. Special meetings of the shareholders, for any
----------------
purpose or purposes, unless otherwise prescribed by statute, may be called by
the Chairman or President and shall be called by the Chairman or President when
so directed by the Board of Directors, or when requested in writing by any two
or more directors, or when requested in writing of shareholders owning a
majority in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
2.4 Notice. Except as otherwise required by statute, written notice of
------
such meeting of the shareholders, whether annual or special, shall be served,
either personally or by mail, upon each shareholder of record entitled to vote
at such meeting, not less than ten (10) nor more than fifty (50) days before
such meeting. If mailed, such notice shall be directed to a shareholder at his
post office address last shown on the records of the Corporation. Notice of any
special meeting of shareholders shall state the purpose or purposes for which
the meeting is called. Notice of any meeting of shareholders shall not be
required to be given to any shareholder who, in person or by his attorney
thereunto authorized, either before or after such meeting, shall waive such
notice. Attendance of a shareholder at a meeting, either in person or by proxy,
shall of itself constitute waiver of notice and waiver of any and all objections
to the place of the meeting, the time of the meeting, and the manner in which it
has been called or convened, except when a shareholder attends a meeting solely
for the purpose of stating, at the beginning of the meeting, any such objection
or objections to the transaction of business. Notice of any adjourned meeting
need not be given otherwise than by announcement at the meeting at which the
adjournment is taken.
2.5 Quorum. The holders of a majority of the stock issued and outstanding
------
and entitled to vote thereat, present in person or, represented by proxy, shall
be required and shall
2
<PAGE>
constitute a quorum at all meetings of the shareholders for the transaction of
business, except as otherwise provided by law. If, however, such majority shall
not be present or represented at any meeting of the shareholders, the
shareholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of voting stock shall be
present. At such adjourned meeting at which a quorum shall be present in person
or by proxy, any business may be transacted that might have been transacted at
the meeting as originally called.
2.6 Voting. At every meeting of the shareholders, any shareholder having
------
the right to vote shall be entitled to vote in person or by proxy, but no proxy
shall be voted after eleven (11) months from its date, unless said proxy
provides for a longer period. Stockholders present at a duly organized meeting
may continue to transact business until adjournment, notwithstanding the
withdrawal of some shareholders leaving less than a quorum. Each shareholder
shall have one vote for each share of stock having voting power, registered in
his name on the books of the Corporation. The affirmative vote of the Majority
of the shares represented at the meeting and entitled to vote on the subject
matter shall be the act of the shareholders, except as otherwise provided by law
or the Articles of Incorporation of the Corporation.
2.7 Consent Action. Whenever the vote of shareholders at a meeting
--------------
thereof is required or permitted to be taken in connection with any corporate
action, the meeting and vote of the shareholders may be dispensed with when all
of the shareholders who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate action being taken.
Such written consents shall be made a part of the minutes of the Corporation.
3
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ARTICLE THREE
-------------
DIRECTORS
3.1 Directors' Control. Except as may be otherwise provided by any legal
------------------
agreement among shareholders, the property and business of the Corporation shall
be managed as directed by the Board of Directors. In addition to the powers and
authority by these By-Laws expressly conferred upon it, the Board of Directors
may exercise all such powers of the Corporation and do all such lawful acts and
things as are by law, by any legal agreement among shareholder, or by the
Articles of Incorporation, directed or required to be exercised or done by the
shareholders.
3.2 Board of Directors. The Board of Directors shall consist of no less
------------------
than nine (9) members, as set forth in Article XIV of the Articles of
Incorporation of the Corporation, as amended, unless a different number shall be
fixed by further amendment of said Articles of Incorporation. Each director
(whether elected at an annual meeting of shareholders or otherwise) shall hold
office until the expiration of his term and until a qualified successor shall be
elected, or until his earlier death, resignation, incapacity to serve, or
removal. Directors need not be shareholders.
3.3 Election of Directors. Directors shall be elected at the annual
---------------------
meeting of shareholders or at a special meeting in lieu of the annual meeting of
shareholders or by written consent of the holders of shares entitled to vote
thereon in lieu of a meeting. Directors are to be divided into three classes
delegated to serve staggered terms as set forth in Article XIV of the Articles
of Incorporation of the Corporation, as amended. Newly created directorships
resulting from any increase in the authorized number of Directors shall be
filled by a majority vote of the remaining Directors, though less then a quorum,
and the Directors so chosen shall hold office for
4
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a term expiring at the next annual meeting of shareholders at which a successor
shall be elected and shall qualify. However, this structure and procedure may be
altered by further amendment to the Articles of Incorporation of the
Corporation.
3.4 Vacancies. If any vacancy shall occur among the directors by reason
---------
of death, resignation, incapacity to serve, increase in the number of directors,
or otherwise, the remaining directors shall continue to act and such vacancies
may be filled by a majority of the directors then in office, though less than a
quorum, for a term corresponding to the unexpired term of his or her predecessor
in office, and, if not theretofore filled by action of the directors, may be
filled by the shareholders at any meeting held during the existence of such
vacancy.
3.5 Meetings. The Board of Directors may hold its meetings at such place
--------
or places as it may from time to time determine. An annual meeting of the
directors shall be held, without further notice, immediately following each
annual meeting of stockholders, and at the some place. Other regular meetings
of the Board may be held, without notice, at such times and places as may be
from time to time prescribed by resolution of the Board. Special meetings of
the Board may be called by the Chairman or President and shall be so called on
the written request of any two directors.
3.6 Quorum. At all meetings of the Board of Directors, the presence of
------
one half of directors, but not less than six directors, shall be necessary and
sufficient to constitute a quorum for the transaction of business. The act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law. In the absence of a quorum a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by law.
In the absence of a quorum a majority of the directors
5
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present at any meeting may adjourn the meeting from time to time until a quorum
be had. Notice of any adjourned meeting need only be given by announcement at
the meeting at which the adjournment is taken.
3.7 Consent Action. Any action required or permitted to be taken at any
--------------
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if, prior to such action, a written consent thereto is signed
by all members of the Board or of such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of the Board or
committee.
3.8 Mandatory Retirement of Directors and Honorary and Advisory Directors.
---------------------------------------------------------------------
Except for James L. Dewar, Sr., upon attaining the age of 70, a Director shall
retire by resignation from the Board of Directors of the company. The Board of
Directors may appoint any individual an Honorary Director, Director Emeritus, or
member of any advisory board established by the Board of Directors. Any
individual becoming an Honorary Director or appointed Honorary Director,
Director Emeritus, or member of an advisory board provided by this Section may
be compensated, but such individual may not vote at any meeting of the Board of
Directors or be counted in determining a quorum as provided by Section 3.6 and
shall not have any responsibility or be subject to any liability imposed upon a
director, or otherwise be deemed a director.
ARTICLE FOUR
------------
COMMITTEES
4.1 Executive Committee.
-------------------
(a) The Board of Directors may by resolution adopted by a majority of the
entire Board designate an Executive Committee of one or more directors. Each
member of the
6
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Executive Committee shall hold office until the first meeting of the Board of
Directors after the annual meeting of shareholders next following his election
and until his successors is elected and qualified or until his death,
resignation or removal, or until he shall cease to be a director.
(b) During the intervals between the meetings of the Board of Directors,
the Executive Committee may exercise all the authority of the Board of
Directors; provided, however, that the Executive Committee shall not have the
power to amend or repeal any resolution of the Board of Directors that by its
terms shall not be subject to amendment or repeal by the Executive Committee,
and the Executive Committee shall have no authority to (1) approve or propose to
shareholders any action required to be approved by shareholders; (2) fill
vacancies on the Board of Directors or on any of its committees; (3) amend the
Articles of Incorporation; (4) adopt, amend or repeal Bylaws; (5) approve a plan
of merger or share exchange not requiring shareholder approval; (6) enter into a
letter of intent or definitive agreement with regard to the acquisition of any
financial institution or other business; (7) enter into a letter of intent or
definitive agreement with regard to a plan of merger or share exchange in which
the Corporation is to be acquired or the sale of any subsidiary business or any
real estate asset of the Corporation; (8) invest in any security or certificate
of deposit, excepting those of subsidiary banks of the Corporation unless the
security or certificate of deposit is fully insured by the FDIC or the full
faith and credit of the United States of America; and (9) enter into any loan
agreement or otherwise increase any borrowings under any existing credit
facility of the Corporation.
(c) The Executive Committee shall meet from time to time on call of the
Chairman of the Board or the President or of any two or more members of the
Executive Committee. Meetings of the Executive Committee may be held at such
place or places, within or without the
7
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State of Georgia, as the Executive Committee shall determine or as may be
specified or fixed in the respective notices or waivers of such meetings. The
Executive Committee may fix its own rules of procedures, including provision for
notice, of its meetings. It shall keep a record of its proceedings and shall
report these proceedings to the Board of Directors at the meeting thereof held
next after they have been taken, and all such proceedings shall be subject to
revision or alteration by the Board of Directors except to the extent that
action shall have been taken pursuant to or in reliance upon such proceedings
prior to any such revision or alteration.
(d) The Executive Committee shall act by majority vote of its members;
provided, that contracts or transactions of and by the Corporation in which
officers or directors of the Corporation are interested shall require the
affirmative vote of a majority of the disinterested members of the Executive
Committee, at a meeting of the Executive Committee at which the material facts
as to the interest and as to the contract or transaction are disclosed or known
to the members of the Executive Committee prior to the vote.
(e) Members of the Executive Committee may participate in committee
proceedings by means of conference telephone or similar communications equipment
by means of which all persons participating in the proceedings can hear each
other, and such participation shall constitute presence in person at such
proceedings.
(f) The Board of Directors, by resolution adopted in accordance with
paragraph (a) of this section, may designate one or more directors as alternate
members of the Executive Committee who may act in the place and stead of any
absent member or members at any meeting of said committee.
8
<PAGE>
4.2 Audit Committee.
---------------
(a) The Board of Directors may by resolution adopted by a majority of the
entire board designate an Audit Committee of one or more persons which, shall be
outside directors of either the Corporation or any banking subsidiary or thrift
subsidiary of the Corporation. An outside director shall be a director who is
neither an officer and employee of the Corporation nor any banking subsidiary or
thrift subsidiary thereof. Each member of the Audit Committee shall hold office
until the first meeting of the Board of Directors after the annual meeting of
shareholders next following his election and until his successor is elected and
qualified or until his death, resignation or removal, or until he shall cease to
be a director.
(b) The Audit Committee shall have the authority to (1) select and engage
an independent certified public accounting firm to audit the consolidated
financial statements of the Corporation; and (2) hire, fire, establish the job
description and direct the activities of the internal auditor of the
Corporation.
(c) The Audit Committee shall meet from time to time on the call of the
chairman of the Audit Committee or any two or more members of the Audit
Committee. Meetings of the Audit Committee, may be held in such place or
places, within the State of Georgia, as the Audit Committee shall determine or
as may be specified or fixed in respective notices or waivers of such meeting.
The Audit Committee may fix its own rules of procedures, including provision for
notice of its meetings. It shall keep a record of its proceedings and shall
report these proceedings to the Board of Directors at the meeting thereof held
next after they had been taken.
(d) The Audit Committee shall act by a majority vote of its members.
(e) Members of the Audit Committee may participate in committee proceedings
by means of conference telephone or similar communications equipment by means of
which all
9
<PAGE>
persons participating in the proceedings can hear each other, and such
participation shall constitute presence in person at such proceeding.
4.3 Other Committees. The Board of Directors, by resolution adopted by a
----------------
majority of the entire Board, may designate one or more additional Committees,
each committee to consist of two or more of the directors of the Corporation,
which shall have such name or names and shall have and may exercise such powers
of the Board of Directors, except the powers denied to the Executive Committee,
as may be determined from time to time by the Board of Directors. Such
committees shall provide for their own rules of procedure, subject to the same
restrictions thereon as provided above for the Executive Committee.
4.4 Removal. The Board of Directors shall have power at any time to
-------
remove any member of any committee, with or without cause, and to fill vacancies
in and to dissolve any such committee.
ARTICLE FIVE
------------
OFFICERS, AGENTS AND EMPLOYEES
5.1 General Provisions. The officers of the Corporation shall consist of
------------------
a Chairman, Vice-Chairman, President, a Secretary, and a Treasurer, and may
include a one or more Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents, one or more Assistant Secretaries, and one or more Assistant
Treasurers. The officers shall be elected by the Board of Directors at the
first meeting of the Board of Directors after the annual meeting of the
shareholders in each year or shall be appointed as provided in these bylaws.
The Board of Directors may elect other officers, agents and employees, who shall
have such authority and perform such duties as may be prescribed by the Board of
Directors. All officers shall hold office until the meeting of the Board of
Directors following the next annual meeting of the
10
<PAGE>
shareholders after their election or appointment and until their successors
shall have been elected or appointed and shall have qualified. Any two or more
offices may be held by the same person. Any officer, agent or employee of the
Corporation may be removed by the Board of Directors with or without cause. Such
removal without cause shall be without prejudice to such person's contract
rights, if any, but the election or appointment of any person as an officer,
agent or employee of the Corporation shall not of itself create contract rights.
The compensation of officers, agents and employees elected by the Board of
Directors shall be fixed by the Board of Directors, but this power may be
delegated to any officer, agent or employee as to persons under his direction or
control. The Board of Directors may require any officer, agent, or employee to
give security for the faithful performance of his duties.
5.2 Powers and Duties of the Chairman of the Board, the Vice Chairman of
--------------------------------------------------------------------
the Board and the President. The powers and duties of the Chairman of the
- ---------------------------
Board, the Vice Chairman of the Board and the President, subject to the
supervision and control of the Board and the Directors, shall be those usually
appearing to their respective offices and whatever other powers and duties are
prescribed by these bylaws or by the Board of Directors.
(a) The Chairman of the Board shall preside at all meetings of the Board of
Directors and at all meetings of the shareholders.
(b) The Vice Chairman of the Board shall, in the absence or disability of
the Chairman, perform the duties of the Chairman.
(c) The President shall, unless otherwise provided by the Board of
Directors, be the chief executive officer of the Corporation. He shall have
general charge of the business and affairs of the Corporation and shall keep the
Board of Directors fully advised. He shall employ and discharge employees and
agents of the Corporation, except such as shall be elected by the
11
<PAGE>
Board of Directors, and he may delegate these powers. He shall have such powers
and perform such duties as generally pertain to the office of the President, as
well as such further powers and duties as may be prescribed by the Board of
Directors. The Chairman or President may vote the share or other securities of
any other domestic or foreign corporation of any type or kind which may at any
time be owned by the Corporation, may execute any shareholders' or other
consents in respect thereof and may in his discretion delegate such powers by
executing proxies, or otherwise, on behalf of the Corporation. The Board of
Directors, by resolution from time to time, may confer like powers upon any
other person or persons.
5.3 Powers and Duties of Vice Presidents. Each Executive Vice President,
------------------------------------
Senior Vice President and Vice President shall have such powers and perform such
duties as the Board of Directors or the President may prescribe and shall
perform such other duties as may be prescribed by these bylaws. In the absence
or inability to act of the President, unless the Board of Directors shall
otherwise provide, the Executive Vice President, or if there be none, the Senior
Vice President who has served in that capacity for the longest time and who
shall be present and able to act, shall perform all duties and may exercise any
of the powers of the President. The performance of any such duty by an
Executive Vice President, a Senior Vice President or a Vice President shall be
conclusive evidence of his Powers to act.
5.4 Powers and Duties of the Secretary. The Secretary shall have charge
----------------------------------
of the minutes of all proceedings of the shareholders and of the Board of
Directors and shall keep the minutes of all their meetings at which he is
present. Except as otherwise provided by these bylaws he shall attend to the
giving of all notices to shareholders and directors. He shall have charge of
the seal of the Corporation, shall attend to its use on all documents the
execution of which on behalf of the Corporation under its seal is duly
authorized and shall attest the same by
12
<PAGE>
his signature whenever required. He shall have charge of the record of
shareholders of the Corporation, of all written requests by shareholders that
notices be mailed to them at an address other than their addresses on the record
of shareholders, and of such other books and papers as the Board of Directors
may direct. Subject to the control of the Board of Directors, he shall have all
such powers and duties as generally are incident to the position of corporate
secretary or as may be assigned to him by the President or the Board of
Directors.
5.5 Powers and Duties of the Treasurer. The Treasurer shall have charge
----------------------------------
of all funds and securities of the Corporation, shall endorse the same for
deposit or collection when necessary and deposit the same to the credit of the
Corporation in such banks or depositories as the Board of Directors may
authorize. He may endorse all commercial documents requiring endorsements for
or on behalf of the Corporation and may sign all receipts and vouchers for
payments made to the Corporation. He shall have all such powers and duties as
generally are incident to the position of corporate treasurer or as may be
assigned to him by the President or by the Board of Directors.
5.6 Delegation of Duties. In case of the absence of any officer of the
--------------------
Corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors (or in the case of Assistant Secretaries or
Assistant Treasurers only, the President) may confer for the time being the
powers and duties, or any of them, of such officer upon any other officer
(provided that the powers and duties of the President may not be conferred upon
the Secretary, and vice versa), or elect or appoint any new officer to fill a
vacancy created by death, resignation, retirement or termination of any officer.
In such latter event such new officer shall serve until the next annual election
of officers.
13
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ARTICLE SIX
-----------
CAPITAL STOCK
6.1 Stock Certificates. The interest of each shareholder shall be
------------------
evidenced by a certificate or certificates representing shares of stock of the
Corporation which shall be in such form as the Board of Directors may from time
to time adopt and shall be numbered and shall be entered in the books of the
Corporation as they are issued. Each certificate shall exhibit the name of the
Corporation, the name of the holder, the number of shares and class of shares
and series, if any represented thereby, a statement that the Corporation is
organized under the laws of the State of Georgia, and the par value of each
share or a statement that the shares are without par value.
6.2 Shareholders List and Record Date.
---------------------------------
(a) For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed fifty (50) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting.
(b) In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date to be not more than fifty (50) days and, in case of a
meeting of shareholders, not less than ten (10) days, prior to the date on which
the particular action, requiring such determination of shareholders, is to be
taken.
14
<PAGE>
6.3 Registered Stockholders. The Corporation shall be entitled to treat
-----------------------
the holder of any share of stock of the Corporation as the person entitled to
vote such share, to receive any dividend or other distribution with respect to
such share, and for all other purposes and accordingly shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by law.
6.4 Transfer Agents and Registrars. The Board of Directors may appoint
------------------------------
one or more transfer agents and one or more registrars and may require each
stock certificate to bear the signature or signatures of a transfer agent or a
registrar or both.
6.5 Lost Certificates. Any person claiming a certificate of stock to be
-----------------
lost, stolen or destroyed shall make an affidavit or affirmation of the fact in
such manner as the Board of Directors may require and shall, if the directors so
require, give the Corporation a bond of indemnity in form and amount and with
one or more sureties satisfactory to the Board of Directors, whereupon an
appropriate new certificate may be issued in lieu of the certificate alleged to
have been lost, stolen or destroyed.
6.6 Fractional Shares or Scrip. The Corporation may, when and if
--------------------------
authorized so to do by its Board of Directors, issue certificates for fractional
shares or scrip in order to effect share transfers, share distributions or
reclassifications, mergers, consolidations or reorganizations. Holders of
fractional shares shall be entitled, in proportion to their fractional holdings,
to "exercise voting rights, receive dividends and participate in any of the
assets of the Corporation in the event of liquidation. Holders of scrip shall
not, unless expressly authorized by the Board of Directors, be entitled to
exercise any rights of a shareholder of the Corporation, including voting
rights, dividend rights or the right to participate in any distribution of
assets of
15
<PAGE>
the Corporation in the event of liquidation. In lieu of issuing fractional
shares or scrip, the Corporation may pay in cash the fair value of fractional
interests as determined by the Board of Directors; and the Board of Directors
may adopt resolutions regarding rights with respect to fractional share or scrip
as it may deem appropriate, including, without limitation, the right for persons
entitled to receive fractional shares to sell such fractional share or purchase
such additional fractional share as may be needed to acquire one full share, or
sell such fractional shares or scrip for the account of such persons.
ARTICLE SEVEN
-------------
BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS; MISC.
7.1 Inspection of Articles, By-Laws and Minutes. Any person who is the
-------------------------------------------
holder of record of, or authorized in writing by the holders of record of
outstanding shares of any class or series of the Corporation, upon written
demand shall have the right to inspect in person or by agent or attorney, at any
reasonable time or times the Articles of Incorporation and By-Laws of the
Corporation and all amendments to either, minutes of any meeting of the Board of
Directors, minutes of any meeting of shareholders, and records of action taken
by the shareholders or Board of Directors without a meeting, a list of the names
and business addresses of the current directors of the Corporation, and the
recent annual registration delivered to the Secretary of State and to make
copies therefrom.
7.2 Inspection of Other Records. A shareholder owning more than two
---------------------------
percent (2%) of the outstanding shares of any class or series of the Corporation
may inspect, records of any action of a committee of the Board of Directors
while acting in place of the Board of Directors on behalf of the Corporation,
accounting records of the Corporation and a record of shareholders of the
Corporation. A shareholder may inspect and copy the records described in
16
<PAGE>
the immediately preceding paragraph only if (1) his demand is made in good faith
and for a proper purpose that is reasonably relevant to his legitimate interest
as a shareholder; (2) he describes with reasonable particularity his purpose and
the records he desires to inspect; (3) the records are directly connected with
his purpose, and (4) the records are to be used only for the stated purpose. If
a majority of the Board of Directors or members of the Executive Committee
of the Corporation find the request proper, the Secretary shall promptly notify
the shareholder of the time and place at which the inspection may be conducted.
If said request is found by the Board of Directors or the Executive Committee
not to be proper, the Secretary shall promptly notify the requesting shareholder
on or prior to the date on which the shareholder requested to conduct the
inspection. The Secretary shall specify in said notice the basis for the
rejection of the shareholder's request. The Board of Directors and the Executive
Committee shall at all times be entitled to rely on the corporate records and
the advice of legal counsel in making any determination hereunder.
7.3 Seal. The corporate seal shall be in such form as the Board of
----
Directors may from time to time determine.
7.4 Fiscal Year. The fiscal year of the Corporation shall be the period
-----------
of twelve (12) months commencing on the first day of January of each calendar
year; provided, however, that such fiscal year may be changed and redefined from
time to time by action of the Board of Directors.
7.5 Annual Statements. Not later than four (4) months after the close of
-----------------
each fiscal year, and in any case prior to the next annual meeting of the
shareholders, the Corporation shall prepare:
17
<PAGE>
(a) a balance sheet showing in reasonable detail the financial condition of
the Corporation as of the close of its fiscal year,
(b) an income statement showing the results of its operation during its
fiscal year. Upon written request, the Corporation promptly shall mail to any
shareholder of record a copy of the most recent such balance sheet and profit
and loss statement; and
(c) such other documents and reports as may be required by law.
7.6 Appointment of Agents. The Executive Committee shall be authorized
---------------------
and empowered in the name and as the act and deed of the Corporation to name and
appoint general and special agents, representatives, and attorneys to represent
the Corporation and to name and appoint attorneys and proxies to vote any shares
of stock in any other Corporation at any time owned or held of record by the
Corporation, and to prescribe, limit and define the powers and duties of such
agents, representatives, attorneys, and proxies and to make substitution,
revocation or cancellation in whole or in part of any power or authority
conferred on any such agent, representative, attorney or proxy. All powers of
attorney or other instruments under which such agents, representatives,
attorneys or proxies shall be so named and appointed shall be signed by the
President or Secretary, and the corporate seal shall be affixed thereto. Any
substitution, revocation or cancellation shall be signed in like manner,
provided always that any agent, representative, attorney or proxy, when so
authorized by the instrument appointing him, may substitute or delegate his
powers in whole or in part and evoke and cancel such substitutions or
delegations.
7.7 Dividends. Dividends upon the outstanding shares of the Corporation
---------
may be declared by the Board of Directors at any regular or special meeting.
Dividends may be declared
18
<PAGE>
and paid in cash, in property, or in shares of the Corporation, subject to the
provisions of the statutes of the State of Georgia.
7.8 Reserves. There may be created by resolution of the Board of
--------
Directors out of the earned surplus of the Corporation such reserve or reserves
as the Directors may from time to time, in their discretion, deem proper to
provide for contingencies, or to equalize dividends, or to repair or maintain
any property of the Corporation, or for such other purpose as the Directors
shall deem beneficial to the Corporation, and the Directors may modify or
abolish any such reserve in the manner it was created.
7.9 Checks. All checks or demands for money and notes of the Corporation
------
may be signed by the President of the Corporation or by such other person or
persons as the Board of Directors may from time to time designate.
ARTICLE EIGHT
-------------
8.1 Amendments. The By-Laws of the Corporation may be altered or amended
----------
and new By-Laws may be adopted by the Board of Directors at any annual, regular
or special meeting of the Board of Directors.
ARTICLE NINE
------------
9.1 Amendments. Any person who was or is a party or is threatened to be
----------
made a part to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by the Corporation) by reason of the fact that he is or was a director, officer,
employee or agent of this Corporation, or of a similar position for another
Corporation partnership, joint venture, trust or other enterprise at the request
of this Corporation, shall be indemnified by this Corporation, against all
judgments and fines rendered against or imposed upon him in such action or
proceeding and all amounts paid in settlement
19
<PAGE>
actually and reasonably incurred by him in connection with such action, suit or
proceeding, and shall be indemnified for all expenses, (including attorney's
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in a manner he reasonably
believed to be in, or not opposed to, the best interests of this Corporation,
and with respect to any criminal action or proceeding had no reasonable cause to
believe his conduct was unlawful. Termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in a manner which he reasonably believe to be in, or not opposed to, the
best interests of the Corporation, or that he had reasonable cause to believe
that his conduct was unlawful.
9.2 Determination of Right. Determination of the right to such
----------------------
indemnification and the amount thereof may be made, at the option of the person
to be indemnified, pursuant to procedure set forth from time to time in the By-
Laws or by any of the following procedures: (a) order of the court or
administrative body or agency having jurisdiction of the action, suit or
proceeding, (b) resolution adopted by a majority of a quorum of the Board of
Directors of the Corporation without counting in such majority or quorum any
directors who have incurred expenses in connection with such action, suit or
proceeding, (c) resolution adopted by a majority of a quorum of the stockholders
entitled to vote at any meeting, or (d) order of any court having jurisdiction
over the Corporation. Any such determination that a payment by way of indemnity
should be made shall be binding upon the Corporation. Such right or
indemnification shall not be exclusive of any other right which such directors,
officers and employees of the Corporation and the other person above mentioned,
may have or hereafter acquire and, without limitation the generality of such
statement, they shall be entitled to their respective right of indemnification
or
20
<PAGE>
reimbursement under any By-Laws, agreement, vote of stockholders, provision
of law, insurance policy, or otherwise, as well as their rights under this
Article. The provisions of this Article shall apply to any member of any
committee appointed by the Board of Directors as fully though such person had
been a director, officer or employee of the Corporation.
9.3 Authorization of Payment. A disinterested majority of the Board of
------------------------
Directors of this Corporation or a majority of a quorum of the stockholders
entitled to vote at a meeting may authorize payment to any person entitled to
indemnification under this Article of all actual expenses incurred in connection
with such action, suit or proceeding during the pendency thereof.
9.4 Intent. It is the intention of the Corporation that this Article of
------
the By-Laws of this Corporation and the indemnification hereunder shall extend
to the maximum indemnification possible under the laws of the State of Georgia,
and if any one or more words, phrases, clauses, sentences, or sections of this
Article should be held unenforceable for any reason, all remaining portions of
this Article shall remain of full force and effect.
9.5 Interested Parties. No contract or other transaction between this
------------------
Corporation and any other person, firm, association or Corporation shall be
affected or invalidated by the fact that any of the members of the Board of
Directors of this Corporation are interested in or are members, shareholders,
governors, directors or officers of such firm, association or Corporation; and
no contract, act or transportation with any individual, firm, association or
Corporation shall be affected or invalidated by the fact that any of the members
of the Board of Directors of this Corporation are parties to or interest in such
contract, act or transaction or are in any way connected with such individual,
firm, association or Corporation. Each and every individual who may become a
member of the Board of Directors of this Corporation is hereby relieved from any
21
<PAGE>
liability that might otherwise exist from contracting with this Corporation for
the benefit of himself or any firm, association or corporation in which he may
in any way be interested.
ARTICLE TEN
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10.1 Terminology. All personal pronouns used in these By-Laws, whether
-----------
used in the masculine, feminine or neuter gender, shall include all other
genders; the singular shall include the plural; and the plural shall include the
singular.
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<PAGE>
Exhibit 5
Troutman Sanders LLP
Nationsbank Plaza
600 Peachtree Street, N.E. - Suite 5200
Atlanta, Georgia 30308-2216
March 22, 1999
PAB Bankshares, Inc.
3102 North Oak Street, Extension
Valdosta, Georgia 31602
Re: Registration Statement on Form S-8
Gentlemen:
We have served as counsel to PAB Bankshares, Inc., a Georgia corporation
("PAB") in connection with the filing by PAB with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-8 (the "Registration Statement") with respect to the
registration of 399,750 shares of PAB's Common Stock, no par value (the
"Shares"), reserved for issuance in connection with the PAB Bankshares, Inc.
1994 Stock Option Plan (the "Plan").
As counsel for PAB, we have examined certain books and records of PAB and
have made such other investigations as we have deemed necessary, and we are
generally familiar with the affairs of PAB. In such examinations we have
assumed the genuineness of all signatures on all original documents, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all copies submitted to us, the authenticity of the
originals of documents submitted to us as copies, and the due execution and
delivery of all documents where due execution and delivery are prerequisite to
the effectiveness thereof.
As to questions of fact material to this opinion, we have relied solely
upon certificates and statements of officers of PAB and certain public
officials. We have assumed and relied upon the accuracy and completeness of
such representations and warranties, certificates, and statements, the factual
matters set forth therein, and the genuineness of all signatures thereon, and
nothing has come to our attention leading us to question the accuracy of the
matters set forth therein. We have made no independent investigation with
regard thereto and, accordingly, we do not express any view or belief as to
matters that might have been disclosed by independent verification.
Based upon and subject to the foregoing, we are of the opinion that the
Shares reserved for issuance in accordance with the Plan have been duly
authorized and will, when and to the extent issued on or after the date hereof
in connection with the exercise of options granted in accordance with the Plan,
be validly issued, fully paid and nonassessable.
We are admitted to practice law in the State of Georgia only and do not
hold ourselves out as being experts on the law of any other jurisdiction. In
expressing the opinions set forth above, we are not passing on the laws of any
jurisdiction other than the laws of the State of Georgia.
<PAGE>
This opinion is limited to the matters expressly opined on herein, and no
opinion may be implied or inferred beyond those expressly stated. This opinion
is rendered as of the date hereof, and we make no undertaking and expressly
disclaim any duty to supplement or update such opinion, if, after the date
hereof, facts or circumstances come to our attention or changes in the law occur
which could affect such opinion. This opinion is being furnished to you solely
for your benefit in connection with the transactions contemplated by the Plan
and, except as expressly set forth below, is not to be used, circulated, quoted
or otherwise referred to for any other purpose without our prior express written
consent and may not be relied upon by any other person without our express
written consent.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ TROUTMAN SANDERS LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated January 23, 1998, appearing on Page F-2 of the Form 10-KSB for the
year ended December 31, 1997, into this Form S-8.
/s/ Stewart, Fowler & Stalvey, P.C.
Stewart, Fowler & Stalvey, P.C.
Valdosta, Georgia
March 18, 1999
