<PAGE> 1
EXHIBIT 3(a)(i)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SOUTHSIDE BANCSHARES, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporations Act, the undersigned corporation announces the following Articles
of Amendment to the Articles of Incorporation:
ARTICLE I. The name of the Corporation is Southside Bancshares, Inc.
(the "Corporation").
ARTICLE II. The following amendment to the Articles of Incorporation
was adopted by the shareholders of the corporation on April 20, 2000.
Article Four of the Articles of Incorporation is hereby
amended in its entirety so as to read as follows:
ARTICLE FOUR
Simultaneously with the effective date of these Articles of
Amendment (the "Effective Date"), each issued and outstanding share of
Common Stock of the Corporation shall be and hereby is divided and
reclassified as two shares of issued and outstanding Common Stock of
the Corporation. The Corporation shall issue one share of Common Stock,
$1.25 par value per share for each share of Common Stock, $2.50 par
value per share held by the shareholders of record at the close of
business on the Effective Date. The Corporation is authorized to issue
one class of capital stock to be designated Common Stock. The aggregate
number of shares which the Corporation shall have authority to issue is
Twenty Million (20,000,000) shares of Common Stock, $1.25 par value per
share.
ARTICLE III. The number of shares of the Corporation outstanding at the
time of such adoption was 3,636,005 and the number of shares entitled to vote
thereon was 3,636,005.
ARTICLE IV. The number of shares voting for the amendment described
above is 2,363,059. The number of shares voting against the amendment described
above is 20,619.
ARTICLE V. The amendment affecting Article IV of the Amended Articles
of Incorporation effects a change in the amount of stated capital of the
Corporation. The authorized shares of Common Stock of the Corporation will be
changed into and increased to 20,000,000 shares of Common Stock, par value of
$1.25 per share, and each issued share of Common Stock, $2.50 par value per
share, including all issued shares then held in the treasury of the Corporation,
will be split into two shares of Common
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Stock, $1.25 par value per share. No change will be made to the amount of
capital of the Corporation with respect to its issued shares. Certificates
representing issued shares of Common Stock, $2.50 par value per share, will not
have to be surrendered but will represent the same number of shares of Common
Stock as is stated on the respective certificate with a par value $1.25 per
share. Each shareholder of record at the time the amendment to the Articles of
Incorporation of the Corporation becomes effective will be entitled to receive
one share of Common Stock, $1.25 par value per share, for each share of Common
Stock, $2.50 par value per share, held by such shareholders of record at the
close of business on the date the amendment becomes effective. Stock
certificates or stock ownership statements will be distributed to shareholders
shortly after the amendment becomes effective. If shareholders desire a physical
stock certificate, the transfer agent will provide such certificate upon
request.
ARTICLE VI. The date upon which this Articles of Amendment will be
effective is May 20, 2000.
Dated: May 10, 2000 SOUTHSIDE BANCSHARES, INC.
By: /s/
-----------------------------
Name: Sam Dawson
Title: President
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ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
SOBANK, INC.
Pursuant to the laws of the State of Texas, the undersigned corporation
adopts the following Articles of Amendment to its Articles of Incorporation.
ARTICLE I
The name of the corporation is SOBANK, INC.
ARTICLE II
The following amendment to Articles of Incorporation was adopted by the
shareholders of the corporation on April 27, 1994.
BE IT RESOLVED that the name of the corporation be changed from SoBank,
Inc. to SOUTHSIDE BANCSHARES, INC.
ARTICLE III
The number of shares of the corporation outstanding at the time of the
adoption was 2,811,577 and the number of shares entitled to vote on the
amendment was 2,811,577.
ARTICLE IV
The number of shares voting for the amendment was 1,954,245; the number
of shares voting against the amendment was 9,969; and the number abstaining was
41,550.
DATED: 5-4-94
SOUTHSIDE BANCSHARES, INC.
BY: /s/
----------------------------------------
ROBBIE N. EDMONSON, PRESIDENT
BY: /s/
----------------------------------------
SAM DAWSON, SECRETARY
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SOBANK, INC.
STATEMENT OF CANCELLATION
SOBANK, INC., a Texas corporation (the "Corporation"), pursuant to the
provisions of Article 4.11 of the Texas Business Corporation Act, hereby adopts
this Statement of Cancellation effecting the cancellation of 29,638 shares,
$2.50 par value, of the common stock of the Corporation currently owned by the
Corporation and held as treasury shares (the "common stock").
ARTICLE I
The name of the corporation is SOBANK, INC.
ARTICLE II
The following resolution authorizing the cancellation of the common
stock was duly adopted by the board of directors of the Corporation on November
19, 1992:
RESOLVED, that the 29,638 shares of the common sock, $2.50 par
value, currently owned by the Corporation and held as treasury shares
are hereby cancelled in their entirety and returned to the status of
authorized but unissued shares of common stock of the Corporation.
The stated capital of the Corporation represented by the aforementioned common
stock being cancelled is $74,095.
ARTICLE III
Two Million Six Hundred forty-two Thousand Five Hundred Sixty
(2,642,560) shares of common stock, $2.50 par value, of the Corporation are to
retain the status of issued shares after the cancellation effected by this
Statement of Cancellation becomes effective, and the amount of stated capital
after such cancellation will be $6,606,400.
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IN WITNESS WHEREOF, the undersigned has duly executed this Statement of
Cancellation as of December 18, 1992.
SOBANK, INC.
By: /s/
----------------------------------
Its: Executive VP and Secretary
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ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
SOBANK, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, SoBank, Inc., a Texas corporation (the "Corporation"), hereby
adopts the following Articles of Amendment to its Articles of Incorporation of
the Corporation.
ARTICLE ONE. The name of the Corporation is SoBank, Inc.
ARTICLE TWO. The following amendments to the Articles of Incorporation
were adopted by the shareholders of the Corporation at the Annual Meeting duly
called and held on September 25, 1991:
1. The following amendment alters Article Eleven of the Articles of
Incorporation of the Corporation to provide for a Board of Directors having
staggered terms. Article Eleven of the Articles of Incorporation is hereby
amended to read in its entirety as follows:
"ARTICLE ELEVEN
The number of Directors shall be set at ten (10) until changed
in the manner provided in the By-Laws of the Corporation, except that
no such change shall shorten the term of an incumbent director. The
Directors shall be classified with respect to the time for which they
severally hold office into three (3) classes, as nearly equal in number
as possible as determined by the Board of Directors, one class to hold
office initially for a term expiring at the annual meeting of
shareholders to be held in 1993, another class to hold office initially
for a term expiring at the annual meeting of shareholders to be held in
1994, and another class to hold office initially for a term expiring at
the annual meeting of shareholders to be held in 1995, with the members
of each class to hold office until their successors are elected and
qualified, until his death or retirement or until he shall resign or be
removed in the manner provided in the By-Laws. In any such event, such
director's successor shall become a member of the same class of
directors as his predecessor."
2. The following amendment alters Article Four of the Articles of
Incorporation of the Corporation to change the authorized shares of Common Stock
of the Corporation and to effect a two-for-one split of the issued shares of
Common Stock of the Corporation. Article Four of the Articles of Incorporation
is hereby amended to read in its entirety as follows:
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"ARTICLE FOUR
The Corporation is authorized to issue one class of capital
stock to be designated Common Stock. The aggregate number of shares
which the Corporation shall have authority to issue is Six Million
(6,000,000) shares of Common Stock, $2.50 par value per share.
3. The following amendment is an addition of a new article, Article
Thirteen, to the Articles of Incorporation of the Corporation. The full text of
such new Article is as follows:
"ARTICLE THIRTEEN
To the fullest extent permitted by Texas statutory or
decisional law, as the same exists or may hereafter be amended or
interpreted, a director of the Corporation shall not be liable to the
Corporation or its shareholders for any act or omission in such
director's capacity as a director. Any repeal or amendment of this
Article, or adoption of any other provision of these Articles of
Incorporation inconsistent with this Article, by the shareholders of
the Corporation shall be prospective only and shall not adversely
affect any limitation on the liability to the Corporation or its
shareholders of a director of the Corporation existing at the time of
such repeal, amendment or adoption of an inconsistent provision.
ARTICLE THREE. The number of shares of Common Stock of the Corporation
outstanding and entitled to vote on the amendments to the Articles of
Incorporation was 1,308,181, such shares being those outstanding and eligible to
vote at the close of business on the record date, August 7, 1991, as set by the
Board of Directors.
ARTICLE FOUR. The following lists the number of shares that voted for
and against the above amendments (which constitutes at least two-thirds of the
shares of Common Stock outstanding and entitled to vote):
<TABLE>
<CAPTION>
ABSTAINED FOR AGAINST
--------- ------- -------
<S> <C> <C> <C> <C>
1. Article Eleven 2,311 933,476 23,787
2. Article Four 296 929,486 29,792
3. Article Thirteen 13,007 894,754 51,813
</TABLE>
ARTICLE FIVE. Upon the issuance of the certificate of amendment by the
Secretary of State of the State of Texas effecting the amendment to Article Four
herein (the "Effective Date"), each share of the Corporation's Common Stock, par
value $5.00 per share, issued prior to the Effective Date will be deemed to
represent two shares of Common Stock, par value $2.50 per share, after the
Effective Date. Holders of shares of Common Stock issued prior to the Effective
Date of the amendment to Article Four to the Articles of Incorporation of the
Corporation will not have to surrender their certificates representing such
shares and such certificates will represent the same number of shares of Common
Stock as is stated on the respective certificate with a par value of $2.50 per
share. Each shareholder of record on the Effective date of the amendment to
Article Four to the Articles of Incorporation of the Corporation will be
entitled to receive an additional certificate or certificates representing in
the aggregate one share of Common Stock, $2.50 par value per share, for each
share of Common Stock, $5.00 par value per share, held by such shareholders of
record on the Effective Date of the amendment.
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ARTICLE SIX. No change in the amount of stated capital is effected by
these Articles of Amendment.
DATED as of the 25th day of September, 1991.
SOBANK, INC.
By: /s/
------------------------------
B.G. Hartley
Its: Chairman of the Board
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ARTICLES OF INCORPORATION
OF
SOBANK, INC.
ARTICLE ONE
The name of the Corporation is SOBANK, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose or purposes for which the Corporation is organized are:
(a) To engage in the acquisition and ownership of equity or debt
securities of national or state banks; the acquisition and
ownership of equity or debt securities of other corporations,
and the conduct of such other businesses as will not be in
violation of any state or national laws, including banking
laws, or rules or regulations promulgated from time to time
thereunder; and
(b) To engage in all other lawful acts or activities for which
corporations may be organized under the laws of the State of
Texas.
ARTICLE FOUR
The aggregate number of shares which the corporation shall have the
authority to issue is 2,000,000 shares, and the par value of each of such shares
shall be five and no/100ths Dollars ($5.00) per share. All such shares shall be
of one class and shall be designated as Common Stock.
<PAGE> 10
ARTICLE FIVE
The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of at least $1,000.00.
ARTICLE SIX
The shareholders of the Corporation shall not be entitled to cumulate
their votes in the election of directors.
ARTICLE SEVEN
The shareholders of the Corporation shall not have preemptive rights.
ARTICLE EIGHT
The Corporation, at the option of the board of Director, may purchase,
directly or indirectly, its own shares to the extent of the aggregate of
unrestricted capital surplus available therefor and unrestricted reduction
surplus available therefor, and to any further extent that may be allowed by
law.
ARTICLE NINE
No contract or other transaction between the Corporation and one or
more of its Directors, officers, or securityholders or between the Corporation
and another corporation, partnership, joint venture, trust or other enterprise
of which one or more of the Corporation's Directors, officers or securityholders
are members, officers, securityholders, directors or employees or in which they
are otherwise interested, directly or indirectly, shall be invalid solely
because of such relationship, or solely because such director, officer or
securityholder is
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present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or other transaction, or solely because
his or their votes are counted for such purpose, if (a) the material facts as to
his relationship or interest and as to the contract or other transaction are
known or disclosed to the Board of Directors or committee thereof, and such
Board or committee in good faith authorizes the contract or other transaction by
the affirmative votes of a majority of the disinterested Directors even though
the disinterested Directors be less than a quorum; or (b) the material facts as
to his relationship or interest and as to the contract or other transaction are
known or disclosed to the shareholders entitled to vote thereon, and the
contract or other transaction is specifically approved in good faith by vote of
the shareholders; or (c) the contract or other transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified by the Board
of Directors, a committee thereof, or the shareholders.
ARTICLE TEN
The address of its Registered Office is 1201 Beckham, Tyler, Texas
75710, and the name of its Registered Agent at such address is B. G. Hartley.
ARTICLE ELEVEN
The number of initial Directors is eight (8) and the names and
addresses of the Directors are:
Robbie N. Edmonson P. O. Box 1079
Tyler, Texas 75710
Murph Wilson 1717 S. Chilton
Tyler, Texas 75710
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J. L. Gulley, Jr. 833 Colonial Dr.
Tyler, Texas 75710
E. L. Howard 613 Fairlane
Tyler, Texas 75710
W. H. Hudson 2229 S. Chilton
Tyler, Texas 75710
Edwin Russell 925 Sheppard
Tyler, Texas 75710
B. G. Hartley 1929 McDonald Road
Tyler, Texas 75710
Richard Hightower 609 Rosemont #1
Tyler, Texas 75710
ARTICLE TWELVE
The name and address of the Incorporator is Gary F. Kissiah, 1400
United Bank Tower, 400 West 15th Street, Austin, Texas 78701.
/s/
---------------------------
Gary F. Kissiah
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THE STATE OF TEXAS )
)
COUNTY OF TRAVIS )
Before me, a notary public, on this day personally appeared Gary F.
Kissiah, known to me to be the person whose name is subscribed to the foregoing
document and, being by me first duly sworn, declared that the statements therein
contained are true and correct.
Given under my hand and seal of office this 12th day of August, 1982.
/s/ Cheryl Schmidt
---------------------------
Notary Public in and for
The State of Texas
My Commission Expires:
9/16/85
