Registration No.333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST CHARTER CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-1355866
(State or other jurisdiction (I.R.S.
of incorporation or organization) Identification No.)
22 Union Street, North
Concord, North Carolina 28025
(Address of Principal Executive Offices) (Zip Code)
FIRST CHARTER CORPORATION
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
Lawrence M. Kimbrough, President
First Charter Corporation
22 Union Street, North
Concord, North Carolina 28025
(Name and address of agent for service)
Tel. (704) 786-3300
(Telephone number, including area code, of agent for service)
Copy to:
Anne Team Kelly, Esq.
Smith Helms Mulliss & Moore, L.L.P.
Post Office Box 31247
Charlotte, North Carolina 28231
Tel. (704) 343-2000 Fax. (704) 334-8467
Approximate date of commencement of proposed sale to the
public: from time to time after the effective date of this
Registration Statement.
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To be To be Price Per Offering Registration
Registered Registered Unit* Price* Fee
- -----------------------------------------------------------------
Common Stock 179,180 $23.69 $4,244,775 $1,253
Shares
________________________________________________________________
* Pursuant to Rule 457(h), based on the price of the
Common Stock at which options granted pursuant to the
plan may be exercised.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting the Prospectus of First Charter
Corporation (the "Registrant") with respect to this Registration
Statement in accordance with Rule 428 promulgated pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), are
kept on file at the offices of the Registrant. The Registrant
will provide without charge to employees, on the written or oral
request of any such person, a copy of any or all of the documents
constituting the Prospectus. Written requests for such copies
should be directed to the Director of Human Resources, First
Charter Corporation, 22 Union Street, North, Concord, North
Carolina 28025. Telephone requests may be directed to (704)786-3300.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997, filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998;
(c) The Registrant's Current Reports on Form 8-K filed
on January 6, 1998, January 28, 1998, April 14, 1998 and
May 28, 1998; and
(d) The description of the Registrant's Common Stock
contained in its Registration Statement filed pursuant to
Section 12 of the Exchange Act and all amendments and
reports filed for the purpose of updating such description,
including the Registrant's Current Report on Form 8-K filed
on January 28, 1998.
Any document filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto which either indicates that all securities offered hereto
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and the Prospectus and to be a part hereof
and thereof from the date of filing of such documents. 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 and the
Prospectus to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein or therein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement or the Prospectus.
The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits to
such documents which are not specifically incorporated by
reference in such documents). Written requests for such copies
should be directed to Laura N. Blalock, Director of Human
Resources, First Charter Corporation, 22 Union Street, North,
Concord, North Carolina 28025. Telephone requests may be
directed to (704) 786-3300.
Item 5. Interests of Named Experts and Counsel.
The legality of the Registrant's Common Stock to be issued
in connection with the Plan has been passed upon by Smith Helms
Mulliss & Moore, L.L.P., Charlotte, North Carolina. As of the
date of this Registration Statement on Form S-8, certain
attorneys of Smith Helms Mulliss & Moore, L.L.P., beneficially
owned approximately 8,500 shares of the Registrant's Common
Stock.
Item 6. Indemnification of Directors and Officers.
There are no provisions in the Registrant's Amended and Restated
Articles of Incorporation and no contracts between the Registrant and
its directors and officers nor resolutions adopted by the Registrant,
relating to indemnification. However, in accordance with the provisions of
the North Carolina Business Corporation Act (the "Act"), the
Registrant's Bylaws provide that, in addition to the
indemnification of directors and officers otherwise provided by
the Act, the Registrant shall, under certain circumstances,
indemnify its directors, executive officers and certain other
designated officers against any and all liability and litigation
expense, including reasonable attorneys' fees, arising out of
their status or activities as directors and officers, except for
liability or litigation expense incurred on account of activities
that were at the time known or reasonably should have been known
by such director or officer to be clearly in conflict with the
best interests of the Registrant. Pursuant to such Bylaw and as
authorized by statute, the Registrant maintains insurance on
behalf of its directors and officers against liability asserted
against such persons in such capacity whether or not such
directors or officers have the right to indemnification pursuant
to the Bylaw or otherwise. In addition, the Registrant's
Amdended and Restated Articles of Incorporation prevent the recovery by the
Registrant or any of its shareholders of monetary damages against
its directors.
In addition to the above-described provisions, Sections 55-8-50
through 55-8-58 of the Act contain provisions prescribing
the extent to which directors and officers shall or may be
indemnified. Section 55-8-51 of the Act permits a corporation,
with certain exceptions, to indemnify a present or former
director against liability if (i) he conducted himself in good
faith, (ii) he reasonably believed (x) that his conduct in his
official capacity with the corporation was in its best interests
and (y) in all other cases his conduct was at least not opposed
to the corporation's best interest, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. A corporation may not indemnify a director
in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation or in connection with a proceeding charging improper
personal benefit to him. The above standard of conduct is
determined by the Board of Directors, or a committee or special
legal counsel or the shareholders as prescribed in Section 55-8-55.
Sections 55-8-52 and 55-8-56 of the Act require a
corporation to indemnify a director or officer in the defense of
any proceeding to which he was a party against reasonable
expenses when he is wholly successful in his defense, unless the
articles of incorporation provide otherwise. Upon application,
the court may order indemnification of the director or officer if
he is adjudged fairly and reasonably so entitled under Section
55-8-54. Section 55-8-56 allows a corporation to indemnify and
advance expenses to an officer, employee or agent who is not a
director to the same extent as a director or as otherwise set
forth in the corporation's articles of incorporation or bylaws or
by a resolution of the Board of Directors.
In addition, Section 55-8-57 of the Act permits a
corporation to provide for indemnification of directors,
officers, employees or agents, in its articles of incorporation
or by contract or resolution, against liability in various
proceedings and to purchase and maintain insurance policies on
behalf of these individuals.
THE FOREGOING IS ONLY A GENERAL SUMMARY OF CERTAIN ASPECTS
OF NORTH CAROLINA LAW DEALING WITH INDEMNIFICATION OF DIRECTORS
AND OFFICERS AND DOES NOT PURPORT TO BE COMPLETE. IT IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE RELEVANT STATUTES
WHICH CONTAIN DETAILED SPECIFIC PROVISIONS REGARDING THE
CIRCUMSTANCES UNDER WHICH AND THE PERSON FOR WHOSE BENEFIT
INDEMNIFICATION SHALL OR MAY BE MADE AND ACCORDINGLY ARE
INCORPORATED BY REFERENCE AS EXHIBIT 99.2 OF THIS REGISTRATION
STATEMENT.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by
reference in this Registration Statement.
Exhibit No.
(per Exhibit
Tables in
Item 601 of
Regulation S-K) Description of Exhibit
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P. as
to legality of securities to be registered.
23.1 Consent of Smith Helms Mulliss & Moore, L.L.P.
(included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent
certified public accountants.
24.1 Power of Attorney.
24.2 Certified Resolution authorizing signature of
Registration Statement.
99.1 Stock Option Plan for Non-Employee Directors
(incorporated herein by reference to Exhibit 10.15
of the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997,
Commission File No. 0-15829).
99.2 Provisions of North Carolina law relating to
indemnification of directors and officers
(incorporated herein by reference to Exhibit 99.10
of the Registrant's Registration Statement on Form
S-4, Registration No. 333-35905).
Item 9. Undertakings.
(a) 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 Securities Act of 1933;
(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
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 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 Registration Statement is on Form S-3 or
Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than 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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Concord, North Carolina, on May 29,
1998.
FIRST CHARTER CORPORATION
By: /s/ LAWRENCE M. KIMBROUGH
Lawrence M. Kimbrough
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ LAWRENCE M. KIMBROUGH President, Chief May 29, 1998
Lawrence M. Kimbrough Executive Officer
and Director
(Principal Executive
Officer)
/s/ ROBERT O. BRATTON Executive Vice President May 29, 1998
Robert O. Bratton (Principal Financial
and Principal Accounting
Officer)
Director May __, 1998
William R. Black
MICHAEL R. COLTRANE * Director May 29, 1998
Michael R. Coltrane
J. ROY DAVIS, JR.* Director May 29, 1998
J. Roy Davis, Jr.
T. CARL DEDMON* Director May 29, 1998
T. Carl Dedmon
___________________ Director May __, 1998
James B. Fincher
JOHN J. GODBOLD, JR.* Director May 29, 1998
John J. Godbold, Jr.
H. CLARK GOODWIN* Director May 29, 1998
H. Clark Goodwin
____________________ Director May __, 1998
Charles F. Harry III
FRANK H. HAWFIELD, JR.* Director May 29, 1998
Frank H. Hawfield, Jr.
J. KNOX HILLMAN, JR.* Director May 29, 1998
J. Knox Hillman, Jr.
JERRY E. MCGEE* Director May 29, 1998
Jerry E. McGee
HUGH H. MORRISON* Director May 29, 1998
Hugh H. Morrison
THOMAS R. REVELS* Director May 29, 1998
Thomas R. Revels
*By: /s/ LAWRENCE M. KIMBROUGH
Lawrence M. Kimbrough
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No.
(per Exhibit
Tables in
Item 601 of
Regulation S-K) Description of Exhibit
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P.
as to legality of securities to be registered.
23.1 Consent of Smith Helms Mulliss & Moore, L.L.P.
(included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent
certified public accountants.
24.1 Power of Attorney.
24.2 Certified Resolution authorizing signature of
Registration Statement.
99.1 Stock Option Plan for Non-Employee Directors
(incorporated herein by reference to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, Commission File No.
0-15829).
99.2 Provisions of North Carolina law relating
to indemnification of directors and officers
(incorporated herein by reference to Exhibit
99.10 of the Registrant's Registration Statement
on Form S-4, Registration No. 333-35905).
SMITH HELMS MULLISS & MOORE, L.L.P.
Attorneys at Law
Post Office Box 31247
Charlotte, North Carolina 28231
(tel) 704-343-2000
(fax) 704-334-8467
May 29, 1998
First Charter Corporation
22 Union Street, North
Concord, North Carolina 28025
Re: Registration Statement on Form S-8
179,180 Shares of Common Stock
Stock Option Plan for Non-Employee Directors
Ladies and Gentlemen:
In connection with the possible offering and sale from time
to time of up to 179,180 shares of the common stock (the
"Shares") of First Charter Corporation (the "Corporation"), upon
the terms and conditions set forth in the Registration Statement
on Form S-8 (the "Registration Statement"), filed on May 29, 1998
by the Corporation with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and the prospectus
constituting a part thereof (the "Prospectus"), we are of the
opinion that when (a) the Registration Statement shall become
effective, and (b) the Shares have been sold upon the terms and
conditions set forth in the Registration Statement and the
Prospectus, the Shares will be validly authorized and legally
issued, fully paid and nonassessable.
We hereby consent (1) to be named in the Registration
Statement and in the Prospectus as attorneys who will pass upon
the legality of the Shares and (2) to the filing of a copy of
this opinion as Exhibit 5.1 of the Registration Statement.
Very truly yours,
/s/ SMITH HELMS MULLISS & MOORE, L.L.P.
The Board of Directors
First Charter Corporation:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of First Charter Corporation of our report on the consolidated
financial statements included in the 1997 Annual Report to Shareholders which
is incorporated by reference in the 1997 Form 10-K of First Charter
Corporation.
/s/ KPMG PEAT MARWICK LLP
Charlotte, North Carolina
May 28, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of First Charter
Corporation (the "Corporation") and the several undersigned
Officers and Directors thereof whose signatures appear below
hereby makes, constitutes and appoints Lawrence M. Kimbrough and
Robert O. Bratton, and each of them acting individually, its and
his true and lawful attorneys, with full power to act without the
other and with full power of substitution, to execute, deliver
and file in its name and on its and his behalf, and in each of
the undersigned Officer's and Director's capacity or capacities
as shown below, (a) a Registration Statement on Form S-8 (or
other appropriate form) with respect to the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of
179,180 shares of the Common Stock of the Corporation for sale
from time to time by the Corporation to various of its employees
pursuant to the exercise of options granted under the Stock
Option Plan for Non-Employee Directors, and any and all
amendments, including any and all post-effective amendments, to
the foregoing and any and all documents in support thereof or
supplemental thereto, and (b) such registration statements,
petitions, applications, consents to service of process or other
instruments, and any and all amendments or supplements to the
foregoing and any and all documents in support thereof or
supplemental thereto, as may be necessary or advisable to qualify
or register the securities covered by said Registration Statement
under such state or other securities laws, regulations and
requirements as may be applicable; and each of the Corporation
and said Officers and Directors hereby grants to said attorneys,
and to each of them, full power and authority to do and perform
each and every act and thing whatsoever as said attorneys or
attorney may deem necessary or advisable to carry out fully the
intent of this power of attorney to the same extent and with the
same effect as the Corporation might or could do, and as each of
said Officers and Directors might or could do personally in his
capacity or capacities as aforesaid, and each of the Corporation
and said Officers and Directors hereby ratifies and confirms all
acts and things which said attorneys or attorney might do or
cause to be done by virtue of this power of attorney and its or
his signature as the same may be signed by said attorneys or
attorney, or either of them, to any or all of the following
(and/or any and all amendments and supplements to any or all
thereof): such Registration Statement under the Securities Act,
and all such registration statements, petitions, applications,
consents to service of process and other instruments, and any and
all amendments to the foregoing and any and all documents in
support thereof or supplemental thereto, under such securities
laws, regulations and requirements as may be applicable.
IN WITNESS WHEREOF, First Charter Corporation has caused
this power of attorney to be signed on its behalf, and each of
the undersigned Officers and Directors of the Corporation in the
capacity or capacities noted has hereunto set his hand on the
date indicated.
FIRST CHARTER CORPORATION
By: /s/ LAWRENCE M. KIMBROUGH
Lawrence M. Kimbrough
President and Chief Executive
Officer
Dated: April 15, 1998
Signature Title Date
/S/ LAWRENCE M. KIMBROUGH President, Chief April 15, 1998
Lawrence M. Kimbrough Executive Officer
and Director
(Principal Executive
Officer)
/S/ ROBERT O. BRATTON Executive Vice April 15, 1998
Robert O. Bratton President (Principal
Financial and
Principal Accounting
Officer)
Director April __, 1998
William R. Black
/S/ MICHAEL R. COLTRANE Director April 15, 1998
Michael R. Coltrane
/S/ J. ROY DAVIS, JR. Director April 15, 1998
J. Roy Davis, Jr.
/S/ T. CARL DEDMON Director April 15, 1998
T. Carl Dedmon
Director April __, 1998
James B. Fincher
/S/ JOHN J. GODBOLD, JR. Director April 15, 1998
John J. Godbold, Jr.
/S/ H. CLARK GOODWIN Director April 15, 1998
H. Clark Goodwin
Director April __, 1998
Charles F. Harry III
/S/ FRANK H. HAWFIELD, JR. Director April 15, 1998
Frank H. Hawfield, Jr.
/S/ J. KNOX HILLMAN, JR. Director April 15, 1998
J. Knox Hillman, Jr.
/S/ BRANSON C. JONES Director April 15, 1998
Branson C. Jones
/S/ JERRY E. MCGEE Director April 15, 1998
Jerry E. McGee
/S/ HUGH H. MORRISON Director April 15, 1998
Hugh H. Morrison
/S/ THOMAS R. REVELS Director April 15, 1998
Thomas R. Revels
BOARD OF DIRECTORS OF
FIRST CHARTER CORPORATION
______
RESOLUTIONS
______
February 19, 1997
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
WHEREAS, the Board of Directors of the Corporation has
determined that it is in the best interest of the Corporation to
establish a stock option plan pursuant to which up to 150,000
shares of the Corporation's common stock, $5 par value per
share(the "Common Stock"), may be granted to non-employee
directors of the Corporation and its subsidiaries from time to
time in the discretion of the Compensation Committee of the Board
of Directors, upon the terms and conditions contemplated by the
Plan, in order to encourage stock ownership of the Corporation by
such directors and to provide additional incentive to such
directors to contribute to the success of the Corporation;
NOW, THEREFORE, BE IT RESOLVED, that the Stock Option Plan
for Non-Employee Directors (the "Plan") as presented to the Board
of Directors for review be, and it hereby is, authorized,
approved and adopted in all respects, in substantially the form
attached hereto as Exhibit A, with such changes, modifications
and omissions as the President and Chief Executive Officer or the
Chief Financial Officer may approve upon advise of counsel; and
FURTHER RESOLVED, that the issuance by the Corporation of up
to 150,000 shares of the Common Stock upon the exercise of
options granted under the Plan from time to time be, and hereby
is, approved in all respects, and that 150,000 shares of the
Common Stock of the Corporation be, and they hereby are, reserved
for issuance pursuant to the exercise of options granted under
the Plan (the "Shares"); and
FURTHER RESOLVED, that the Plan shall be submitted to the
shareholders for approval thereof; and
FURTHER RESOLVED, that the proper officers of the
Corporation be, and they hereby are, authorized and empowered
(a) to execute and file with the Securities and Exchange
Commission (the "SEC") a Registration Statement on Form S-8 (or
other applicable form as counsel may advise) under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to
the possible issuance or sale from time to time of up to 150,000
shares of Common Stock to its non-employee directors pursuant to
the exercise of options granted under the Plan, with such terms
therein as the officers executing the same may approve, their
execution to be conclusive evidence of such approval, and (b) to
execute and file all such other instruments and documents, to
make all such payments, to do all such other acts and things in
connection with said Registration Statement, including the
execution and filing of such amendment or amendments (including
any post-effective amendments) thereto, as they may deem
necessary or advisable in order to effect such filing and to
procure the effectiveness of said Registration Statement (and any
such post-effective amendments thereto) and to make such
supplements to the Prospectus forming a part of said Registration
Statement as may be required or otherwise as they may deem
advisable; and
FURTHER RESOLVED, that Lawrence M. Kimbrough and Robert O.
Bratton, and each of them with full power to act without the
other, be, and they hereby are, authorized and empowered to sign
the aforesaid Registration Statement and any amendment or
amendments (including post-effective amendments) thereto on
behalf of and as attorneys for the Corporation and on behalf of
and as attorneys for any of the following, to wit: the principal
executive officer, the principal financial officer, the principal
accounting officer, and any other officer of the Corporation,
including the Chairman of the Board of Directors and the
President of the Corporation; and
FURTHER RESOLVED, that Lawrence M. Kimbrough be, and he
hereby is, appointed and designated as the Agent for Service of
the Corporation to be named in the aforesaid Registration
Statement, with authority to receive notices and communications
with respect to the registration of the Shares under the
Securities Act, with all powers and functions consequent upon
such designation under the Rules and Regulations of the SEC; and
FURTHER RESOLVED, that it is desirable and in the best
interest of the Corporation that the Shares be qualified or
registered for distribution in various states where appropriate,
that the Chief Executive Officer, Chief Financial Officer and
Secretary of the Corporation hereby are authorized, empowered and
directed to determine the states in which appropriate action
shall be taken to qualify or register for distribution the Shares
as said officers may deem advisable; that said officers are
hereby authorized, empowered and directed to perform on behalf of
the Corporation any and all such acts as they may deem necessary
or advisable in order to comply with the applicable laws of any
such states, and in connection therewith to execute and file all
requisite papers and documents, including, but not limited to,
resolutions, applications, reports, surety bonds, irrevocable
consents and appointments of attorneys for service of process;
and the execution by such officers of any such paper or document
or the doing by them of any act in connection with the foregoing
matters shall conclusively establish their authority therefor
from the Corporation and the approval and ratification by the
Corporation of the papers and documents so executed and the
actions so taken; and
FURTHER RESOLVED, that such officers be, and they hereby
are, authorized and directed to do any and all things which in
their judgment may be necessary or appropriate in order to obtain
a permit, exemption, registration or qualification for, and a
dealer's license with respect to, the distribution of the Shares
under the securities laws of any one or more of the states as
such officers may deem advisable and in connection therewith to
execute, acknowledge, verify, deliver, file and publish all
applications, reports, resolutions, consents, consents to service
of process, powers of attorney, commitments and other papers and
instruments as may be required under such laws and to take any
and all further actions which they may deem necessary or
appropriate in order to secure and to maintain such permits,
exemptions, registrations and qualifications in effect for so
long as they shall deem in the best interest of the Corporation;
and
FURTHER RESOLVED, that upon the issuance thereof pursuant to
the exercise of options granted under the Plan, the Shares shall
be deemed to be fully paid and nonassessable and the holders of
such Shares shall be subject to no further call or liability with
respect thereto; and
FURTHER RESOLVED, that First Charter National Bank be, and
it hereby is, appointed Transfer Agent and Registrar for such
Shares; and it is hereby vested with all the power and authority
as Transfer Agent and Registrar with respect to said Shares as it
has heretofore been vested with for the shares of the
Corporation's Common Stock currently issued and outstanding; and
FURTHER RESOLVED, that the officers of the Corporation be,
and they hereby are, authorized, empowered and directed to file
any form of notification or application or similar form as may be
required to maintain the designation of the Common Stock on the
NASDAQ National Market and to pay any fees required in connection
therewith; and
FURTHER RESOLVED, that the Board of Directors hereby adopts,
as if expressly set forth herein, the form of any resolution
required by any authority to be filed in connection with any
applications, consents to service or other documents,
applications, reports or filings relating to the foregoing
resolutions if (i) in the opinion of the officers of the
Corporation executing same, the adoption of such resolutions is
necessary or desirable and (ii) the Secretary or an Assistant
Secretary of the Corporation evidences such adoption by inserting
in the minutes of this meeting copies of such resolutions, which
will thereupon be deemed to be adopted by the Board of Directors
with the same force and effect as if presented at this meeting;
and
FURTHER RESOLVED, that the officers of the Corporation be,
and they hereby are, authorized, empowered and directed to do
any and all things of any and every nature whatsoever and execute
all instruments, certificates and documents which they in their
discretion deem necessary, appropriate or convenient to carry
into effect the foregoing resolutions and the purpose and intent
thereof.
FIRST CHARTER CORPORATION
CERTIFICATE OF SECRETARY
I, David E. Keul, Assistant Corporate Secretary of First
Charter Corporation, a corporation organized and existing under
the laws of the State of North Carolina (the "Corporation"), do
hereby certify that the foregoing is a true and correct copy of
resolutions duly adopted by the Board of Directors of the
Corporation at a meeting of the Board of Directors held on
February 19, 1997, at which meeting a quorum was present and
acting throughout, and that all such resolutions are in full
effect and have not been amended or rescinded as of the date
hereof.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed
the seal of the Corporation this 29th day of May, 1998.
/s/ DAVID E. KEUL
David E. Keul
Assistant Corporate Secretary
(CORPORATE SEAL)
