Exhibit 3.1
ARTICLES OF INCORPORATION
OF
CENTRAL VIRGINIA BANKSHARES, INC.
(restated in electronic format)
ARTICLE I
Name
The name of the Corporation is CENTRAL VIRGINIA BANKSHARES, INC.
ARTICLE II
Purposes
The purpose for which the Corporation is organized is to acquire, own,
manage, sell or otherwise dispose of shares of the capital stock and other
securities of banks and other corporations. In addition, the Corporation shall
have the power to carry on business of any character not prohibited by law or
required to be stated in these articles.
ARTICLE III
Capitalization
The aggregate number of shares of Capital Stock which the Corporation
shall have authority to issue is 6,000,000 shares of Common Stock of the par
value of $1.25 per share. No holder of any of the shares of the Capital Stock of
the Corporation of any class or series shall be entitled as of right to purchase
or subscribe for any unissued stock of any class or series or any additional
shares of any class or series to be issued by reason of any increase of the
authorized Capital Stock of the Corporation, or bonds, certificates of
indebtedness, debentures or other securities convertible into stock of the
Corporation or carrying any right to purchase any stock of any class or series,
but any such unissued stock or such additional authorized issue of any stock or
of other securities convertible into stock, or carrying any right to purchase
stock, may be issued and disposed of pursuant to resolution of the Board of
Directors to such persons, firms, corporations or associations and upon such
price and terms as may be deemed advisable by the Board of Directors in the
exercise of its discretion.
ARTICLE IV
Employee Benefit Plans
The Corporation may, with the approval of a majority of the entire
Board of Directors, establish, adopt, alter, amend or repeal pension plans,
stock option plans, stock purchase plans, and other incentive, bonus or deferred
compensation plans for the officers and employees of the Corporation or of its
subsidiaries, including employees who are directors of the Corporation or
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any subsidiary, provided, however, that no more than 5,000 shares, in the
aggregate, of the authorized Common Stock of the Corporation shall be set aside
for such purposes without the prior approval of the stockholders of the
Corporation.
ARTICLE V
Partnerships - Joint Ventures
The Corporation shall have the power to enter into partnership or joint
venture agreements with other corporations, whether organized under the laws of
Virginia or otherwise, or with any individual or individuals.
ARTICLE VI
Registered Office and Agent
The post office address of the initial registered office is Post Office
Box 266, Powhatan, Virginia 23139, Powhatan County, Virginia 23139. The name of
the initial registered agent is Ralph Larry Lyons, who is a resident of Virginia
and a Director of the Corporation, and whose business office is the same as the
registered office of the Corporation.
ARTICLE VII
Directors
Section 1. Number, Election and Terms
The initial number of the directors shall be eight. Their names and
addresses are as follows:
Name Address
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Ralph Larry Lyons Powhatan, Virginia
W. Rogers Meador Goochland, Virginia
Charles W. Binford Goochland, Virginia
P. Allen Brauer Powhatan, Virginia
Charles B. Goodman Amelia, Virginia
John B. Larus Powhatan, Virginia
Elwood C. May Powhatan, Virginia
Garland L. Blanton, Jr. Cartersville, Virginia
Except as otherwise may be provided pursuant to the provisions of
Article III hereof, the number of the directors of the Corporation shall be
fixed from time to time by or pursuant to the Bylaws of the Corporation. The
directors, other than those who may be elected by the holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation, shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as shall be provided in the manner specified in the Bylaws of the
Corporation, one class to be originally elected for a term expiring at the
annual meeting of stockholders to be held in 1987, another class to be
originally elected for a term expiring at the annual meeting of stockholders to
be held in 1988, and another class to be
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originally elected for a term expiring at the annual meeting of stockholders to
be held in 1989, with each class to hold office until its successor is elected
and qualified. At each annual meeting of the stockholders of the Corporation
following the 1986 meeting, the successors of the class of directors whose term
expires at that meeting shall be elected to hold office for a term expiring at
the annual meeting of stockholders held in the third year following the year of
their election.
Section 2. Stockholder Nomination or Director Candidates
Advance notice of stockholder nominations for the election of directors
shall be given in the manner provided in the Bylaws of the Corporation.
Section 3. Newly Created Directorships and Vacancies
Except as otherwise may be provided, newly created directorships
resulting from any increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors. Any director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of the class of directors
in which the new directorship was created or the vacancy occurred and until such
director's successor shall have been elected and qualified. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.
Section 4. Removal
Subject to the rights of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, any director may be removed from
office, with or without case, but only by the affirmative vote of the holders of
80% of the combined voting power of the then outstanding shares of stock
entitled to vote generally in the election of directors, voting together as a
single class.
Section 5. Amendment, Repeal, etc.
Notwithstanding anything contained in these Articles of Incorporation
to the contrary, the affirmative vote of the holders of at least 80% of the
voting power or all shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
alter, amend, adopt any provision inconsistent with or repeal this Article VII.
ARTICLE VIII
Indemnification
Every person, and his heirs, executors and administrators, who was or
is a party or is threatened to be made a party to any threatened pending or
completed action, suit or proceeding of any kind, whether civil, criminal,
administrative, investigative, or was or is the subject of any claim, and
whether or not by or in the right of the Corporation, by reason of his being or
having
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been a director or officer of the Corporation, or by reason of his serving or
having served at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, committee, trust or
other enterprise, or at the request of the Corporation in any capacity that
under Federal law regulating employee benefit plans would or might constitute
him a fiduciary with respect to any such plan, whether or not such plan is or
was for employees of the Corporation, shall be indemnified by the Corporation
against expenses (including attorneys' fees), judgments, fines, penalties,
awards, costs, amounts paid in settlement and liabilities of all kinds, actually
and reasonably incurred by him in connection with, or resulting from, such
action, suit, proceeding or claim, provided that no indemnification shall be
made against his gross negligence or willful misconduct.
Any indemnification under the preceding paragraph (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of such person is proper in the
circumstance because he had met the applicable standard of conduct set forth in
said paragraph. Such determination may be made either (i) by the Board of
Directors of the Corporation by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders.
Expenses (including attorneys' fees) incurred by or in respect of any
such person in connection with any such action, suit or proceeding, whether
civil, criminal, administrative, arbitrative or investigative, may be paid by
the Corporation in advance of the final disposition thereof upon receipt of an
undertaking by, or on behalf of, such person to repay such amount, unless it
shall ultimately be determined that he is entitled to be indemnified by the
Corporation.
The Board of Directors of the Corporation shall have the power,
generally and in specific cases, to indemnify its other employees and agents to
the same extent as provided in this Article with respect to its directors and
officers.
The provisions of this Article are in addition to, and not in
substitution for, any other right to indemnity to which any person who is or may
be indemnified by or pursuant to this Article may otherwise be entitled, and to
the powers otherwise accorded by law to the Corporation to indemnify any such
person and to purchase and maintain insurance on behalf of any such person
against any liability asserted against or incurred by him in any capacity
referred to in this Article or arising out of his status as serving or having
served in any such capacity (whether or not the Corporation would have the power
to indemnify against such liability).
If any provision of this Article shall be adjudicated invalid or
unenforceable, such adjudication shall not be deemed to invalidate or otherwise
affect any such provision hereof or any power of indemnity which the Corporation
may have under the laws of the Commonwealth of Virginia.
Directors, officers, employees and agents of the Corporation shall be
indemnified to the full extent permitted or required by Article 10 of Chapter 9
of Title 13.1 of the Code of Virginia
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or by any subsequently enacted applicable provision of said Code, and such
indemnification, to the extent permissible by law, shall be in addition to the
foregoing provisions of this Article VIII.
ARTICLE IX
Contracts
Section 1. Approval of Contract
No contract or other transaction between the Corporation and one or
more of its officers or directors or in which one or more of its officers or
directors are interested and no contract or other transaction between the
Corporation and any other corporation, firm, association or entity in which one
or more of its officers or directors are directors or officers or are interested
shall be either void or voidable because of such relationship or interest or
because such director or directors are present at the meeting of the Board of
Directors of the Corporation or a committee thereof which authorizes, approves
or ratifies such contract or transaction or because the votes of such director
or directors are counted for such purpose, provided that the material facts as
to the relationship or interest are disclosed or known:
(i) to the Board of Directors or committee, which authorizes,
approves or ratifies the contract or transaction by a vote
sufficient for the purpose without counting the votes of such
interested directors; or
(ii) to the stockholders entitled to vote and they authorize,
approve or ratify such contract or transaction by vote or
written consent.
Section 2. Contract Fair and Reasonable
In any event, no contract or other transaction described in paragraph
(a) of this Article shall be void or voidable despite failure to comply with
parts (i) or (ii) of paragraph (a); provided that such contract or transaction
was fair and reasonable to the Corporation in view of all the facts known to any
officer or director at the time such contract or transaction was entered into on
behalf of the Corporation. In an action to obtain relief for the Corporation on
account of a contract or other transaction described in paragraph (i) in which
there was no compliance with parts (i) or (ii) of paragraph (a), such contract
or transaction may be avoided for the benefit of the Corporation, and the court
may grant other appropriate relief, unless the party seeking to uphold the
contract or transaction sustains the burden of proving that such contract or
transaction complied with the requirement of the first sentence of this
paragraph (b).
ARTICLE X
Certain Business Combinations
Section 1. Vote Required for Certain Business Combinations
(a) Higher Vote for Certain Business Combinations. In addition to
any affirmative vote required by law or these Articles of Incorporation, and
except as otherwise expressly provided in Section 2 of this Article X:
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(i) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (a) any Interested
Stockholder (as hereinafter defined) or (b) any other
corporation (whether or not itself an Interested Stockholder)
which is, or after such merger or consolidation would be, an
Affiliate (as hereinafter defined) of an Interested
Stockholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions)
to or with any Interested Stockholder or any Affiliate of any
Interested Stockholder of any assets of the Corporation or any
Subsidiary having an aggregate Fair Market Value of $1,000,000
or more; or
(iii) the issuance or transfer by the Corporation or any Subsidiary
(in one transaction or a series of transactions) of any
securities of the Company or any Subsidiary to any Interested
Stockholder or any cash, securities or other property (or a
combination thereof) having an aggregate Fair Market Value of
$1,000,000 or more; or
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an
Interested Stockholder or any Affiliate of any Interested
Stockholder; or
(v) any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any
merger or consolidation of the Corporation with any of its
Subsidiaries or any other transaction (whether or not with or
into or otherwise involving an Interested Stockholder) which
has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of
equity or convertible securities of the Corporation or any
Subsidiary which is directly or indirectly owned by any
Interested Stockholder or any Affiliate of any Interested
Stockholder;
shall require the affirmative vote of the holders of at least 80% of the voting
power of the then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (the "Voting Stock"),
voting together as a single class (it being understood that for purposes of this
Article X, each share of the Voting Stock shall have the number of votes granted
to it pursuant to Article III of these Articles of Incorporation). Such
affirmative votes shall be required, notwithstanding the fact that no vote may
be required, or that a lesser percentage may be specified, by law or in any
agreement with any national securities exchange or otherwise.
(b) Definition of "Business Combination." The term "Business
Combination" as used in this Article X shall mean any transaction which is
referred to in any one or more of clauses (i) through (v) of paragraph A of this
Section 1.
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Section 2. When Higher Vote is Not Required
The provisions of Section 1 of this Article X shall not be applicable
to any particular Business Combination, and such Business Combination shall
require only such affirmative vote as is required by law and any other provision
of these Articles of Incorporation, if all of the conditions specified in either
of the following paragraphs (a) or (b) are met:
(a) Approval by Disinterested Directors. The Business Combination
shall have been approved by at least 80% of the Disinterested Directors (as
hereinafter defined).
(b) Price and Procedure Requirements. All of the following
conditions shall have been met:
(i) The aggregate amount of the cash and the Fair Market Value (as
hereinafter defined) as of the date of the consummation of the
Business Combination of consideration other than cash to be
received per share by holders of Common Stock in such Business
Combination shall be at least equal to the higher of the
following:
(a) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Interested Stockholder
for any shares of Common Stock acquired by it (1) within the
two-year period immediately prior to the first public
announcement of the proposal of the Business combination (the
"Announcement Date") or (2) in the transaction in which it
became an Interested Stockholder, whichever is higher; and
(b) The Fair Market Value per share of Common
Stock on the Announcement Date or on the date on which the
Interested Stockholder became an Interested Stockholder (such
matter date is referred to in this Article X as the
"Determination Date"), whichever is higher.
(ii) The aggregate amount of the cash and the Fair Market Value as
of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by
holders of shares of any other class of outstanding Voting
Stock shall be at least equal to the highest of the following
(it being intended that the requirements of this paragraph
(b)(ii) shall be required to be met with respect to every
class of outstanding Voting Stock, whether or not the
Interested Stockholder has previously acquired any shares of a
particular class of Voting Stock):
(a) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Interested Stockholder
for any shares of such class of Voting Stock acquired by it
(1) within the two-year period immediately prior to the
Announcement Date or (2) in the transaction in which it became
an Interested Stockholder, whichever is higher:
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(b) (if applicable) the highest preferential
amount per share to which the holders of shares of such class
of Voting Stock are entitled in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
Company; and
(c) the Fair Market Value per share of such
class of Voting Stock on the Announcement Date or on the
Determination Date, whichever is higher.
(iii) The consideration to be received by holders of a particular
class of outstanding Voting Stock (including Common Stock)
shall be in cash or in the same form as the Interested
Stockholder has previously paid for shares of such class of
Voting Stock. If the Interested Stockholder has paid for
shares of any class of Voting Stock with varying forms of
consideration, the form of consideration for such class of
Voting Stock shall be either cash or the form used to acquire
the largest number of shares of such class of Voting Stock
previously acquired by it. The price determined in accordance
with Paragraph (b)(i) and (b)(ii) of this Section 2 shall be
subject to appropriate adjustment in the event of any stock
dividend, stock split, combination of shares of similar event.
(iv) After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business
Combination: (a) except as approved by least 80% of the
Disinterested Directors, there shall have been no failure to
declare and pay at the regular date therefor any full
quarterly dividends (whether or not cumulative) on the
outstanding Preferred Stock, if any; (b) there shall have been
(1) no reduction in the annual rate of dividends paid on the
Common Stock (except as necessary to reflect any subdivision
of the Common Stock), except as approved by at least 80% of
the Disinterested Directors, and (2) an increase in such
annual rate of dividends as necessary to reflect any
reclassification (including any reverse stock split),
recapitalization, reorganization or any similar transaction
which has the effect of reducing the number of outstanding
shares of the Common Stock, unless the failure so to increase
such annual rate is approved by at least 80% of the
Disinterested Directors; and (c) such Interested Stockholder
shall not have become the beneficial owner of any additional
shares of Voting Stock except as part of the transaction which
results in such Interested Stockholder becoming an Interested
Stockholder.
(v) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have
received the benefit, directly or indirectly (except
proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax
credits or other tax advantages provided by the Company,
whether in anticipation of or in connection with such Business
Combination or otherwise.
(vi) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of
the Securities Exchange Act of 1934 and the rules and
regulations thereunder (or any subsequent provisions replacing
such
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Act, rules or regulations) shall be mailed to stockholders of
the Corporation at least 30 days prior to the consummation of
such Business Combination (whether or not such proxy or
information statement is required to be mailed pursuant to
such Act or subsequent provisions).
Section 3. Certain Definitions
For the purposes of this Articles X:
(a) A "person" shall mean any individual, firm, corporation or
other entity.
(b) "Interested Stockholder" shall mean any person (other than the
Corporation or any Subsidiary) who or which:
(i) is the beneficial owner, directly or indirectly, of
more than 20% of the voting power of the outstanding
Voting Stock; or
(ii) is an Affiliate of the Corporation and at any time
within the two-year period immediately prior to the
date in question was the beneficial owner, directly
or indirectly, of 20% or more of the voting power of
the then outstanding Voting Stock; or
(iii) is an assignee of or has otherwise succeeded to any
shares of Voting Stock which were at any time within
the two-year period immediately prior to the date in
question beneficially owned by any Interested
Stockholder, if such assignment or succession shall
have occurred in the course of a transaction or
series of transactions not involving a public
offering within the meaning of the Securities Act of
1933.
(c) A person shall be a "beneficial owner" of any Voting Stock:
(i) which such person or any of its Affiliates (as
hereinafter defined) beneficially owns, directly or
indirectly; or
(ii) which such person or any of its Affiliates or
Associates has (a) the right to acquire (whether such
right is exercisable immediately or only after the
passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or
options, or otherwise, or (b) the right to vote
pursuant to any agreement, arrangement or
understanding; or
(iii) which are beneficially owned, directly or indirectly,
by any other person with which such person or any of
its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares
of Voting Stock.
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(d) For the purposes of determining whether a person is an
Interested Stockholder pursuant to paragraph (b) of this Section 3, the number
of shares of Voting Stock deemed to be outstanding shall include shares deemed
owned through application of paragraph (c) of this Section 3 but shall not
include any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
(e) "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on March 1, 1985.
(f) "Subsidiary" means any corporation of which a majority of any
class of equity security is owned, directly or indirectly, by the Corporation;
provided, however, that for the purposes of the definition of Interested
Stockholders set forth in paragraph (b) of this Section 3, the term "Subsidiary"
shall mean only a corporation of which a majority of each class of equity
security is owned, directly or indirectly, by the Corporation.
(g) "Disinterested Director" means any member of the Board of
Directors of the Corporation (the "Board") who is unaffiliated with the
Interested Stockholder and was a member of the Board prior to the time that the
Interested Stockholder became an Interested Stockholder and is recommended to
succeed a Disinterested Director by a majority of Disinterested Directors then
on the Board.
(h) "Fair Market Value" means the fair market value of such
property on the date in question as determined by a majority of the
Disinterested Directors in good faith.
(i) In the event of any Business Combination in which the
Corporation survives, the phrase "other consideration to be received" as used in
paragraph (b)(i) and (ii) of Section 2 of this Article X shall include the
shares of Common Stock and/or the shares of any other class of outstanding
Voting Stock retained by the holders of such shares.
Section 4. Powers of the Board of Directors
A majority of the Disinterested Directors of the Corporation shall have
the power and duty to determine for the purposes of this Article X, on the basis
of information known to them after reasonable inquiry, (A) whether a person is
an Interested Stockholder, (B) the number of shares of Voting Stock beneficially
owned by any person, (C) whether a person is an Affiliate or Associate of
another, (D) whether the assets which are the subject of any Business
Combination have, or the consideration to be received for the issuance or
transfer of securities by the Corporation or any Subsidiary in any Business
Combination has an aggregate Fair Market Value of $500,000 or more. A majority
of the Disinterested Directors of the Corporation shall have the further power
to interpret all of the terms and provisions of this Article X.
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Section 5. No Effect on Fiduciary Obligations of Interested Stockholders
Nothing contained in this Article X shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.
Section 6. Amendment, Repeal, etc.
Notwithstanding any other provisions of these Articles of Incorporation
or the Bylaws of the corporation (and notwithstanding the fact that a lesser
percentage may be specified by law, these Articles of Incorporation or the
Bylaws of the Corporation), the affirmative vote of the holders of 80% or more
to the outstanding Voting Stock, voting together as a single class, shall be
required to amend or repeal, or adopt any provisions inconsistent with the
Article X.
Section 7. Applicability of Article 14 of Chapter 9 of Title 13.1 of the
Code of Virginia
The provisions of this Article X shall be in lieu of the provisions of
Article 14 of Chapter 9 of Title 13.1 of the Code of Virginia; provided,
however, that if any provision of this Article X shall be determined by any
court of competent jurisdiction to be invalid, such determination on having been
appealed or having been upheld on any appeal or appeals, then and in that event
these Articles of Incorporation shall be deemed to have been amended so as to
adopt the provisions of the said Article 14 of Chapter 9 of Title 13.1 of the
Code of Virginia.
ARTICLE XI
Bylaw Amendments
The Board of Directors shall have power to make, alter, amend and
repeal the Bylaws of the Corporation (except so far as the Bylaws of the Company
adopted by the stockholders shall otherwise provide). Any Bylaws made by the
directors under the powers conferred hereby may be altered, amended or repealed
by the directors or by the stockholders. Notwithstanding the foregoing and
anything contained in these Articles of Incorporation to the contrary, Sections
1.4, 2.2, 2.4, 2.5 and 2.13 of the Bylaws shall not be altered, amended or
repealed and no provision inconsistent therewith shall be adopted without the
affirmative vote of the holders of at least 80% of the voting power of all the
shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class. Notwithstanding anything contained
in these Articles of Incorporation to the contrary, except as otherwise provided
by law for separate class votes, the affirmative vote of the holders of at least
80% of the voting power of all the shares of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to alter, amend or adopt any provision inconsistent with or repeal
this Article XI.
Date: February 21, 1986 (Date of original filing)
/s/ Ralph Larry Lyons
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Ralph Larry Lyons
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