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EXHIBIT 3(a)(iii)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SOUTHSIDE BANCSHARES, INC.
FILED
In the Office of the
Secretary of State of Texas
May 10 2000
Corporations Section
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation 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 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
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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/ SAM DAWSON
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Name: Sam Dawson
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Title: President
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