As filed with the Securities and Exchange Commission on February 12, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
COMMUNITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware 63-0868361
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
Main Street
P.O. Box 1000
Blountsville, Alabama 35031
(Address of Principal Executive Offices) (Zip Code)
____________________
COMMUNITY BANK DIRECTORS POLICY FOR CITY DIRECTORS
(Full title of the Plan)
Copies To:
Bishop K. Walker, Jr. Kevin D. Norwood, Esq.
Community Bancshares, Inc. Waller Lansden Dortch & Davis,
Main Street, P.O. Box 1000 A Professional Limited Liability Company
Blountsville, Alabama 35031 511 Union Street, Suite 2100
(Name and address of agent for service) Nashville, Tennessee 37219
(205) 429-1000
(Telephone number,
including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
1013DB69
13023905<PAGE>
Proposed
Title of Proposed maximum maximum
securities to Amount to be offering price per aggregate Amount of
be registered registered share offering registration
price fee
Common stock, par
value $0.10 per 40,000 shares $20 (1) $800,000 $243
share
TOTAL 40,000 shares $800,000 $243
(1) Determined solely by the Board of Directors of the Registrant, based
primarily on a recent valuation of the Registrant's Common Stock by an
independent investment banking firm for purposes of the Registrant's
employee stock ownership plan.
<PAGE>
PROSPECTUS
40,000 Shares
COMMUNITY BANCSHARES, INC.
Common Stock
This Reoffer Prospectus ("Prospectus") has been prepared for use by
certain affiliates ("Selling Stockholders") of Community Bancshares, Inc.
(the "Company") in connection with the resale of up to an aggregate of
40,000 shares of the Company's common stock, $.10 par value per share (the
"Common Stock"), which may be issued to such Selling Stockholders under the
Company's Directors Policy For City Directors (the "Plan"). See "Selling
Stockholders."
This Prospectus may only be used in conjunction with a Supplement which
contains the names of the Selling Stockholders and the number of shares of
Common Stock to be reoffered by them.
None of the proceeds from the sale of the shares by the Selling Stockholders
will be received by the Company.The Company will bear all expenses (other than
underwriting discounts and selling commissions, and fees and expenses of
counsel and other advisors to the Selling Stockholders) in connection
with the registration of the shares being offered by the Selling Stockholders.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY
ARE NOT SAVINGS ACCOUNTS AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION.
The date of this Prospectus is February 12, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company has filed a Registration Statement (the "Registration Statement")
on Form S-8, including any amendments thereto, with the Securities and Exchange
Commission (the "Commission") with respect to the Common Stock. This Prospectus
and any accompanying Supplement do not contain all of the information set forth
in the Registration Statement and the exhibits and schedules thereto.
Statements contained in this Prospectus as to the contents of any contract
or other document referred to are not necessarily complete and in each instance
reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement or as previously filed with the
Commission and incorporated herein by reference. For further information with
respect to the Company and the Common Stock, reference is made to the
Registration Statement, exhibits and schedules. A copy of the Registration
Statement may be inspected by anyone without charge at the Commission's
principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549,and copies of all or any part thereof may be obtained from the Commission
upon payment of certain fees prescribed by the Commission.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission, at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W.,Washington,D.C.20549, as well as the following Commission Regional Offices:
New York Regional Office, 7 World Trade Center, Suite 1300, New York, New York
10048; and Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60601-2511. Copies can be obtained by mail at prescribed
rates.Requests should be directed to the Commission's Public Reference Section,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Commission maintains an Internet web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Company
pursuant to the Exchange Act are incorporated by reference into this Prospectus:
(1)the Company's Annual Report on Form 10-K for the year ended December 31,1995;
(2)the Company's Quarterly Report on Form 10-Q for the three months ended March
31, 1996;
(3)the Company's Quarterly Report on Form 10-Q for the three months ended June
30, 1996;
(4)the Company's Quarterly Report on Form 10-Q for the three months ended
September 30,1996; and
(5)the description of the Common Stock contained in the Company's Registration
Statement on Form 8-A.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus
shall be deemed to be incorporated by reference into this Prospectus. Any
statement contained herein, or in a document incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein, 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 Prospectus.
2<PAGE>
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. A copy of these documents is
available, without charge, upon written or oral request from the Company.
Requests should be directed to Paul W. Williams, Chief Accounting Officer,
Community Bancshares, Inc. at Main Street, P.O. Box 1000, Blountsville, Alabama
35031, or at (205) 429-1000.
_______________________________
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTAINED AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY
OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
3<PAGE>
TABLE OF CONTENTS
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . 2
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . .2
THE COMPANY 5
USE OF PROCEEDS 5
SELLING STOCKHOLDERS 5
PLAN OF DISTRIBUTION 6
LEGAL MATTERS 6
EXPERTS 6
4<PAGE>
PROSPECTUS SUMMARY
The following is qualified in its entirety by the more detailed information
in this Prospectus and in the documents and financial statements, including the
notes thereto, incorporated herein by reference, and should be read together
therewith. Unless otherwise specified, all information in this Prospectus has
been adjusted to reflect a three-for-one split of the Common Stock effected
in the form of a stock dividend as of June 1, 1993.Unless the context
otherwise indicates, the "Company" refers to and includes the Company and its
direct and indirect subsidiaries.
The Company
Community Bancshares, Inc. (the "Company") is a Delaware corporation and a
bank holding company registered with the Board of Governors of the Federal
Reserve System under the Bank Holding Company Act of 1956, as amended. The
Company was organized in 1983 and commenced operations in 1985. The Company has
two operating bank subsidiaries, Community Bank, an Alabama banking corporation,
and Community Bank, a Tennessee banking corporation, which conduct a
general commercial banking business in northern Alabama and southern Tennessee.
The majority of loans by the Company are to individuals and small to mid-sized
businesses in Alabama and Tennessee.
The Company, as of the date of this prospectus, operates through a total of
23 bank offices located in Blount, DeKalb, Lauderdale, Limestone, Madison,
Marion, Marshall, Perry, Morgan and Winston Counties in Alabama and Giles
County in Tennessee. At September 30, 1996, the Company had approximately
$441 million in assets.
The Company operates a real estate appraisal business through it
subsidiary, Community Appraisals, Inc., and, through its subsidiary, Community
Insurance Corp., serves as an agent in the sale of title, life, automobile,
homeowners and farmowners insurance policies, which are offered at the
Company's bank locations by employees of the Company who are licensed as
insurance agents.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of shares of Common
Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The issuance of shares of Common Stock granted under the Plan has been
registered under the Securities Act of 1933 (the "Securities Act") by a
Registration Statement on Form S-8. This Prospectus is to be used by persons
who may be considered "affiliates" of the Company within the meaning of the
Securities Act in connection with any resales of such Common Stock.
At the date of this Prospectus,the Company does not know the names of persons
who intend to resell shares of Common Stock granted under the Plan. The
Selling Stockholders will be city directors of the Company's banks. Each of
these persons may be considered "affiliates" of the Company within the meaning
of the Securities Act. The Company will supplement the Prospectus with the
names of the Selling Stockholders and the amount of shares of Common Stock
to be reoffered by them as that information becomes known.
5<PAGE>
PLAN OF DISTRIBUTION
The shares may be offered by the Selling Shareholders from time to
time in negotiated transactions, through the writing of options on the
shares or a combination of such methods of sale, at prices related to
prevailing market prices or at negotiated prices. The Selling Shareholders may
effect such transactions by selling the shares to or through broker-dealers
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the shares for which such broker-dealers may act as agent or to whom they
sell as principal or both (which compensation as to a particular broker-
dealer might be in excess of customary commissions).
LEGAL MATTERS
The validity of the shares of the Common Stock offered hereby will be passed
upon for the Company by Waller Lansden Dortch & Davis, A Professional
Limited Liability Company, Nashville, Tennessee.
EXPERTS
The audited financial statements of the Company have been included in
the Company's Annual Report on Form 10-K for the year ended December 31,
1995, and incorporated herein by reference, in reliance upon the report of
Dudley, Hopton-Jones, Sims & Freeman PLLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
6<PAGE>
II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item 3. Incorporation of Documents By Reference.
The following documents filed with the Commission by the Company are
incorporated herein by reference as of the dates thereof:
(1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(2) the Company's Quarterly Report on Form 10-K for the quarter
ended March 31, 1996;
(3) the Company's Annual Report on Form 10-K for the quarter ended
June 30, 1996;
(4) the Company's Annual Report on Form 10-K for the quarter ended
September 30, 1996; and
(5) the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing of such documents.
Any statements contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed
document which is also incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed to constitute part hereof except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
II-1<PAGE>
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws contain provisions similar to those of Section 145
of the General Corporation Law of the State of Delaware, and authorize
the Company to indemnify its officers, directors, employees and agents to
the full extent permitted by law. The Company has directors' and officers'
liability and indemnification insurance pursuant to standard form policies.
The risks covered by such policies may include certain liabilities under the
securities laws.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted pursuant to the foregoing provisions to directors, officers or
persons controlling the Company, the Company has been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5. Opinion of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company.
23(a). Consent of Dudley, Hopton-Jones, Sims & Freeman PLLP.
23(b). Consent of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company (included in opinion filed as Exhibit 5).
24. Power of Attorney (included on page II-4).
99. Community Bank Directors Policy For City Directors
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;
(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 and high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with
II-2<PAGE>
the Commission pursuant to Rule 424(b) under the Securities
Act if,in the aggregate, the changes in volume and price
represent no more than a 20% 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, 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 Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purposes of determining any liability under the
Securities 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 the offering.
(b) The undersigned registrant undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
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) Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 Securities Act and will be governed by the
final adjudication of such issue.
II-3<PAGE>
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
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 Blountsville, State of Alabama, on February 12, 1997.
COMMUNITY BANCSHARES, INC.
By: /s/ Kennon R. Patterson, Sr.
Kennon R. Patterson, Sr.
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Kennon R. Patterson, Sr. and Bishop K. Walker, Jr.,
his true and lawful attorney-in-fact and agent, with full power 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 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 he might or could do in person hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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.
/s/ Kennon R. Patterson, Sr. Chairman, Chief Executive February 12, 1997
Kennon R. Patterson, Sr. Officer and Director (Principal
Executive Officer)
/s/ Paul W. Williams Chief Accounting Officer, February 12, 1997
Paul W. Williams (Principal Financial and
Accounting Officer)
/s/ C.K. Copeland Director February 12,1997
C.K. Copeland
/s/ Bryan A.Corr Director February 12,1997
Bryan A. Corr
/s/ R.C. Corr, Jr. Director February 12,1997
R.C. Corr, Jr.
/s/ Glynn Debtor Director February 12,1997
Glynn Debtor
/s/ Edward E. Ferguson Director February 12, 1997
Edward E. Ferguson
/s/ Denny Kelly Director February 12,1997
Denny Kelly
II-4<PAGE>
/s/ John J. Lewis, Jr. Director February 12, 1997
John J. Lewis, Jr.
/s/ Stacey W. Mann Director February 12,1997
Stacey W. Mann
/s/ Loy McGruder Director February 12,1997
Loy McGruder
/s/ Jon M. Owings Director February 12,1997
Jon M. Owings
/s/ Hodge Patterson III Director February 12,1997
Hodge Patterson III
/s/ Kennon R. Patterson, Jr. Director February 12,1997
Kennon R. Patterson, Jr.
/s/ Merritt Robbins Director February 12,1997
Merritt Robbins
/s/ Robert O. Summerford Director February 12,1997
Robert O. Summerford
/s/ Bishop K. Walker, Jr. Director February 12, 1997
Bishop K. Walker, Jr.
/s/ Wayne Washam Director February 12, 1997
Wayne Washam
II-5<PAGE>
EXHIBIT INDEX
EXHIBIT
5. Opinion of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company.
23(a). Consent of Dudley, Hopton-Jones, Sims & Freeman PLLP
23(b) Consent of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company (included in opinion filed as Exhibit 5).
24. Power of Attorney (included on page II-4).
99. Community Bank Directors Policy For City Directors.
II-4<PAGE>
WALLER LANSDEN DORTCH & DAVIS
A Professional Limited Liability Company
Nashville City Center
511 Union Street, Suite 2100
Post Office Box 198966
Nashville, Tennessee 37219-8966
(615) 244-6380 809 South Main Street
FACSIMILES P.O.Box 1035
(615) 244-6804 Columbia,TN 38402-1035
(615) 244-5686 (615) 388-6031
January 29, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Community Bancshares, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel to Community Bancshares, Inc., a Delaware
corporation (the "Company"), in connection with the registration
under the Securities Act of 1933 (the "Act"), of up to 40,000 shares of
the Company's Common Stock, $.10 par value per share (the "Shares"), pursuant
to the above-referenced Registration Statement (the "Registration
Statement"). In connection with this opinion, we have examined and relied
upon such records, documents and other instruments as in our judgment are
necessary or appropriate in order to express the opinions hereinafter set
forth and have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that
the Shares, when issued and delivered in the manner and on the terms described
in the Registration Statement, will be duly authorized, validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and further consent to the reference to
us under the caption "Legal Matters" in the prospectus included in the
Registration Statement.
Very truly yours,
Waller Lansden Dortch and Davis
A Professional Limited Liability Company
<PAGE>
CONSENT OF DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP,
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the reference to our firm under the caption Experts
in the Registration Statement and related Prospectus of Community Bancshares,
Inc. for the registration of 40,000 shares of its common stock and to
incorporation by reference therein of our report dated February 21, 1996, with
respect to the consolidated financial statements of Community Bancshares, Inc.
Included and incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1995, filed with the Securities and Exchange Commission.
Dudley, Hopton-Jones, Sims & Freeman PLLP
Birmingham, Alabama
February 10, 1997
<PAGE>
DIRECTORS POLICY FOR
CITY DIRECTOR
Director's Commitment
The position of a bank Director is a position of
trust. That is the cardinal rule the governs all actions of directors and
form which other duties flow. A director assumes prudent responsibilities to
serve different constituents when a person accepts that position. The above
constituents include the institution, the shareholder, the depositors, and
management. All these constituents have a right to expect the institution to
be managed by its directors in a prudent, safe and sound manner.
How can a Director best serve the community? The
Director can sell the company's services. To be a Director is to have a
splendid opportunity for service to one's community. It asks of each person
that they bring to the company's affairs that same business skill and judgment
which had made him/her a success in his/her own business and personal affairs.
But, in addition, today's corporate director must serve as a salesperson for
his/her company.
Election of Directors
Directors will be nominated by a committee consisting
of the City President, Chairman, Vice Chairman and Secretary of each City
Board. A list of nominees must be submitted to the board of directors of
Community Bank by March 1. City Directors will be elected by a majority vote
of the board of directors of Community Bank at its annual meeting.
Term of Service
Directors shall be elected to serve one year term.
Attendance
Each Director of the company is required to attend a
minimum of 75% of the regularly scheduled board meetings and shall not be
absent for more than two consecutive meetings. Violation of the attendance
provision will be considered as a resignation of the Director. In the event
of noncompliance with the attendance requirements, a director may present
special circumstances for consideration by the board and the requirements may
be waived by majority vote of the board of directors.
Compensation
Each director shall receive annual compensation of
$1,800 for service as a director. Payment shall be made in whole shares of
<PAGE>
Community Bancshares, Inc. $.10 par value common stock. Payment for the
year's service shall be made during the month of February in the year
following the year of the director's election. The number of shares issued as
compensation shall be determined by dividing the annual compensation ($1,800)
by the most recent independent evaluation of the share less than 0.5 shares.
Fractional shares of 0.5 shares or greater shall be rounded to the next
highest whole number.
Retirement and Resignation
Mandatory retirement is 72. Retirement or resignation
is mandatory where the health, business, or conflicts of interest of the
director prevent him/her from performing the normal, usual, and customary
responsibilities of a director.
Meeting Dates
Each City Board shall meet at such time monthly as the
respective City Board shall determine.
<PAGE>
