As filed with the Securities and Exchange Commission on March 2, 2000
REGISTRATION STATEMENT NO. 333-
------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT ON
FORM S-8
UNDER THE SECURITIES ACT OF 1933
SECURITY FEDERAL CORPORATION
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(Exact name of registrant as specified in its charter)
South Carolina 57-08580504
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1705 Whiskey Road South
Aiken, South Carolina 29803
(803) 641-3000
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(Address of principal executive offices)
Security Federal Corporation 1999 Stock Option Plan
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(Full title of the Plan)
Timothy W. Simmons John F. Breyer, Jr., Esquire
President and Chief Executive Officer Breyer & Associates PC
Security Federal Corporation 1100 New York Avenue, N.W.
1705 Whiskey Road South Suite 700 East
Aiken, South Carolina 29803 Washington, D.C. 20005
(803) 641-3000 (202) 737-7900
Name, address and telephone number of agent for service
Calculation of Registration Fee
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Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
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Common Stock,
$0.01 par value 40,000 $60.00(2) $2,400,000 $634
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares
set forth above, an indeterminate number of shares which, by reason of
certain events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), calculated on the basis of
$60.00 per share, which was the last trading price of the Security
Federal Corporation's common stock.
----------------------
This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933,
as amended, and 17 C.F.R. Section 230.462.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Security Federal Corporation
1999 Stock Option Plan (the "Plan") as specified by Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
- ------
The following documents previously or concurrently filed by Security
Federal Corporation (the "Registrant") with the Commission are hereby
incorporated by reference in this Registration Statement.
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1999 (File No. 0-16120) filed pursuant to the
Securities Exchange Act of 1934, as amended;
(b) the Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1999 (File No. 0-16120) filed pursuant to the
Securities Exchange Act of 1934, as amended;
(c) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended since the end of the
fiscal year covered by audited financial statements contained in the
report referred to in Item 3(a) above; and
(d) the description of the common stock, par value $.01 per share, set
forth in the Registrant's Registration Statement on Form 8-A,
registering the Registrant's common stock, pursuant to Section 12(g)
of the Securities Exchange Act of 1934, filed on August 12, 1987 and
all amendments thereto or reports filed for the purpose of updating
such descriptions.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein or therein 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 and the Prospectus.
The Registrant shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated). Requests should be
directed to the Secretary, Security Federal Corporation, 1705 Whiskey Road
South, Aiken, South Carolina 29803, telephone number (803) 641-3000.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or
therein by reference.
Item 4. Description of Securities
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Not Applicable
Item 5. Interests of Named Experts and Counsel
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Not Applicable
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<PAGE>
Item 6. Indemnification of Directors and Officers
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Article XIV of the Registrant's Articles of Incorporation requires
indemnification of directors, officers, employees and agents of the Registrant
for expenses actually and reasonably incurred in connection with the defense
or settlement of any threatened, pending or completed action or suit.
Sections 33-8-560 and 33-8-570 of the South Carolina Business Corporation
Act sets forth circumstances under which directors, officers, employees and
agents may be indemnified or insured against liability. Sections 33-8-560 and
33-8-570 provide as follows:
"33-8-560 INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.--Unless a
corporation's articles of incorporation provide otherwise:
(1) an officer of the corporation who is not a director is entitled to
mandatory indemnification under Section 33-8-520, and is entitled to apply for
court-ordered indemnification under Section 33-8-540, in each case to the same
extent as a director;
(2) the corporation may indemnify and advance expenses under this
subchapter to an officer, employee, or agent of the corporation who is not a
director to the same extent as to a director; and
(3) a corporation also may indemnify and advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.
33-8-570 INSURANCE--A corporation may purchase and maintain insurance on
behalf of an individual who is or was a director, officer, employee, or agent
of the corporation, or who, while a director, officer, employee, or agent of
the corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit
plan, or other enterprise, against liability asserted against or incurred by
him in that capacity or arising from his status as a director, officer,
employee, or agent, whether or not the corporation would have power to
indemnify him against the same liability under Section 33-8-510 or Section
33-8-520."
Item 7. Exemption From Registration Claimed
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Not Applicable
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<PAGE>
Item 8. Exhibits
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The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
Reference to Prior Filing
Regulation S-K or Exhibit Number as
Exhibit Number Description of Exhibits Attached Hereto
- -------------- ---------------------------------- ------------------------
4.1 Articles of Incorporation of
Security Federal Corporation *
4.2 Bylaws of Security Federal Corporation 4.2
4.3 Form of Certificate of Common Stock
for Security Federal Corporation **
5 Opinion of Breyer & Associates PC 5
23.1 Consent of Elliott Davis & Company, LLP 23.1
23.2 Consent of Breyer & Associates PC Contained in Exhibit 5
24 Power of attorney Contained on signature
page
99 Security Federal Corporation 1999
Stock Option Plan 99
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* Filed as an exhibit to the Registrant's 1998 Proxy Statement on or about
June 19, 1998 with the Securities and Exchange Commission. The Articles
of Incorporation reflect that the Registrant is now a South Carolina
corporation rather than a Delaware corporation.
** Filed as an exhibit to the Registrant's Registration Statement on Form
8-A with the Securities and Exchange Commission on August 12, 1987
pursuant to the Securities Exchange Act of 1934. All such previously
filed documents are hereby incorporated by reference in accordance with
Item 601 of Regulation S-B.
Item 9. Undertakings
- -------
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 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, and (iii)
to include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change
in such information in the Registration Statement, provided, however, that
clauses (i) and (ii) do not apply if the information required to be included
in a post-effective amendment by those clauses is contained in periodic
reports filed 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 the initial bona fide
offering thereof.
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<PAGE>
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.
4. That, for the 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 that is incorporated by
reference in the Registration Statement shall be deemed to a new registration
statement relating to the securities offered therein, and that offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officer 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 liabilities (other than the payment by 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 questions whether such indemnification by it is
against public policy expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Security
Federal Corporation 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 Aiken, and the State of South
Carolina the 1st day of March 2000.
SECURITY FEDERAL CORPORATION
By /s/Timothy W. Simmons
-----------------------------------------
Timothy W. Simmons
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
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. Each person whose signature appears
below hereby makes, constitutes and appoints Timothy W. Simmons his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.
By: /s/ Timothy W. Simmons March 1, 2000
-------------------------------------
Timothy W. Simmons
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Roy G. Lindburg March 1, 2000
-------------------------------------
Roy G. Lindburg, Treasurer and Chief
Financial Accounting Officer (Principal
Financial and Accounting Officer)
By: /s/ T. Clifton Weeks March 1, 2000
-------------------------------------
T. Clifton Weeks
Chairman of the Board and Director
By: /s/ Gasper L. Toole III March 1, 2000
-------------------------------------
Gasper L. Toole III
Director
By: /s/ Robert E. Johnson March 1, 2000
-------------------------------------
Robert E. Johnson
Director
<PAGE>
By: /s/ Harry O. Weeks, Jr. March 1, 2000
-------------------------------------
Harry O. Weeks, Jr.
Director
By: /s/ Robert E. Alexander March 1, 2000
-------------------------------------
Robert E. Alexander
Director
By: /s/ Thomas L. Moore March 1, 2000
-------------------------------------
Thomas L. Moore
Director
By: /s/ William Clyburn March 1, 2000
-------------------------------------
William Clyburn
Director
<PAGE>
Exhibit 4.2
Bylaws of Security Federal Corporation
<PAGE>
BYLAWS
OF
SECURITY FEDERAL CORPORATION
(a South Carolina corporation)
(hereinafter called the "Corporation")
ARTICLE I
OFFICES
Section 1. Registered Office.
------------------
The registered office of the Corporation shall be in the City of Aiken,
County of Aiken, State of South Carolina.
Section 2. Other Offices.
-------------
The Corporation may also have offices at such other places both within
and without the State of South Carolina as the board of directors may from
time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings.
-----------------
Meetings of the stockholders for the election of directors or for any
other purpose shall be held at such time and place, either within or without
the State of South Carolina, as shall be designated from time to time by the
board of directors and stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 2. Annual Meetings.
---------------
The annual meetings of stockholders shall be held on such date and at
such time as shall be designated from time to time by the board of directors
and stated in the notice of the meeting, at which meetings the stockholders
shall elect by a plurality vote a board of directors and transact such other
business as may properly be brought before the meeting. Written notice of the
annual meeting stating the place, date and hour of the meeting shall be given
to each stockholder entitled to vote at such meeting not less than ten nor
more than sixty days before the date of the meeting. The notice shall also
set forth the purpose or purposes for which the meeting is called.
Section 3. Special Meetings.
----------------
Unless otherwise prescribed by law or by the Articles of Incorporation,
special meetings of stockholders, for any purpose or purposes, may be called
by either the chairman of the board or the president and shall be called by
either individual at the written request of a majority of the directors then
in office. Such request shall state the purpose or purposes of the proposed
meeting. Written notice of a special meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called
shall be given not less than ten nor more than sixty days before the date of
the meeting to each stockholder entitled to vote at such meeting.
Section 4. Quorum.
------
Except as otherwise provided by law or by the Articles of Incorporation,
the holders of a majority of the capital stock issued and outstanding and
entitled to vote, present in person or represented by proxy, shall constitute
a quorum at all meetings of the stockholders for the transaction of business.
If, however, such quorum shall not be present or
<PAGE>
represented at any meeting of the stockholders, the stockholders entitled to
vote, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at
the meeting.
Section 5. Voting.
------
Except as otherwise required by law, the Articles of Incorporation or
these bylaws, any question brought before any meeting of stockholders shall be
decided by the vote of the holders of a majority of the stock duly voted on
the question. Each stockholder represented at a meeting of stockholders shall
be entitled to cast one vote for each share of the capital stock entitled to
vote thereat held by such stockholder. Such votes may be cast in person or by
proxy. The board of directors, in its discretion, or the officer of the
Corporation presiding at a meeting of stockholders, in his discretion, may
require that any votes cast at such meeting shall be cast by written ballot.
Section 6. List of Stockholders Entitled to Vote.
-------------------------------------
The officer of the Corporation who has charge of the stock ledger of the
Corporation shall prepare and make a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order and by voting
group, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period beginning on the date on which the
notice of the meeting is given through the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in
the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected
by any stockholder of the Corporation who is present.
Section 7. Stock Ledger.
------------
The stock ledger of the Corporation shall be the only evidence as to who
are the stockholders entitled to examine the stock ledger, the list required
by Section 6 of this Article II or the books of the Corporation or to vote in
person or by proxy at any meeting of stockholders.
Section 8. Proxies.
-------
At all meetings of stockholders, a stockholder may vote by proxy executed
in writing by the stockholder or his duly authorized attorney in fact.
Proxies solicited on behalf of the management shall be voted as directed by
the stockholder or, in the absence of such direction, as determined by a
majority of the board of directors. No proxy shall be valid after eleven
months from the date of its execution except for a proxy coupled with an
interest.
Section 9. Voting of Shares in the Name of Two or More Persons.
---------------------------------------------------
When ownership stands in the name of two or more persons, in the absence
of written direction to the Corporation to the contrary, at any meeting of the
stockholders of the Corporation any one or more of such stockholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose names shares of stock stand, the vote or votes to
which those persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting,
but no votes shall be cast for such stock if a majority cannot agree.
2
<PAGE>
Section 10. Voting of Shares by Certain Holders.
-----------------------------------
Shares standing in the name of another corporation may be voted by any
officer, agent or proxy as the bylaws of such corporation may prescribe, or in
the absence of such provision, as the board of directors of such corporation
may determine. Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of a
trustee may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer of such shares
into his name. Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted
by such receiver without the transfer into his name if authority to do so is
contained in an appropriate order of the court or other public authority by
which such receiver was appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledge shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the Corporation, nor
shares held by another corporation, if a majority of the shares entitled to
vote for the election of directors of such other corporation are held by the
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
Section 11. Inspectors of Election.
----------------------
In advance of any meeting of stockholders, the board of directors may
appoint any persons other than nominees for office as inspectors of election
to act at such meeting or any adjournment thereof. The number of inspectors
shall be either one or three. If the board of directors so appoints either
one or three such inspectors, that appointment shall not be altered at the
meeting. If inspectors of election are not so appointed, the chairman of the
board or the president may, and on the request of not less than ten percent of
the votes represented at the meeting shall, make such appointment at the
meeting. If appointed at the meeting, the majority of the voters present
shall determine whether one or three inspectors are to be appointed. In case
any person appointed as inspector fails to appear or fails or refuses to act,
the vacancy may be filled by appointment by the board of directors in advance
of the meeting or at the meeting by the chairman of the board or the
president.
Unless otherwise prescribed by law, the duties of such inspectors shall
include: determining the number of shares of stock and the voting power of
each share, the shares of stock represented at the meeting, the existence of a
quorum, the authenticity, validity and effect of proxies; receiving votes,
ballots or consents; hearing and determining all challenges and questions in
any way arising in connection with the right to vote; counting and tabulating
all votes or consents; determining the result, and such acts as may be proper
to conduct the election or vote with fairness to all stockholders.
Section 12. Conduct of Meetings.
-------------------
Annual and special meetings shall be conducted in accordance with the
most current edition of Robert's Rules of Order unless otherwise prescribed by
law or these bylaws. The board of directors shall designate, when present,
either the chairman of the board or president to preside at such meetings.
Section 13. New Business.
------------
Any new business to be taken up at the annual meeting shall be stated in
writing and filed with the secretary of the Corporation at least ten days
before the date of the annual meeting, and all business so stated, proposed
and filed shall be considered at the annual meeting, but no other proposal
shall be acted upon at the annual meeting. Any stockholder may make any other
proposal at the annual meeting and the same may be discussed and considered,
but unless stated in writing and filed with the secretary at least five days
before the meeting, such proposal shall be laid over for action at an
adjourned, special or annual meeting of the stockholders taking place thirty
days or more thereafter.
3
<PAGE>
This provision shall not prevent the consideration and approval or disapproval
at the annual meeting of reports of officers, directors or committees, but in
connection with such reports no new business shall be acted upon at such
annual meeting unless stated and filed as herein provided.
ARTICLE III
DIRECTORS
Section 1. Number and Election of Directors.
--------------------------------
The number of directors shall be as established by resolution of a
majority of the Board of Directors within the limits set forth in the Articles
of Incorporation. The directors need not be residents of the State of South
Carolina. The directors, other than the first board of directors, shall be
elected at annual meetings of the stockholders. Changes in the number of
directors, within the limits, if any, specified in the Articles of
Incorporation, may be accomplished through amendment of these bylaws.
Section 2. Vacancies.
---------
The board of directors shall divide the directors into three classes and,
when the number of directors is changed, shall determine the class or classes
to which the increased or decreased number of directors shall be apportioned;
provided, that each class shall be equal or nearly equal in size as possible;
provided, further, that no decreases in the number of directors shall affect
the term of any director then in office, except the initial directors. The
term of office of directors shall be as follows: the term of office of
directors of the first class shall expire at the first annual meeting of
stockholders after their election; the term of office of directors of the
second class shall expire at the second annual meeting of stockholders after
their election; and the term of office of directors of the third class shall
expire at the third annual meeting of stockholders after their election; and,
as to directors of each class, when their respective successors are elected
and qualified. At each annual meeting of stockholders subsequent to the
initial special meeting of stockholders, directors elected to succeed those
whose terms are expiring shall be elected for a term of office to expire at
the third succeeding annual meeting of stockholders and when their respective
successors are elected and qualified.
Vacancies in the board of directors, however caused, shall be filled by a
majority vote of the directors then in office, whether or not a quorum, and
any director so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of the class to which he has been
chosen expires and when his successor is elected and qualified.
Section 3. Duties and Powers.
-----------------
The business of the Corporation shall be managed by or under the
direction of the board of directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these bylaws directed or required to be
exercised or done by the stockholders. The board of directors shall annually
elect a chairman of the board and a president from among its members and shall
designate, when present, either the chairman of the board or the president to
preside at its meetings.
Section 4. Meetings.
--------
The board of directors of the Corporation may hold meetings, both regular
and special, either within or without the State of South Carolina. The annual
regular meeting of the board of directors shall be held without other notice
than this bylaw immediately after, and at the same place as, the annual
meeting of stockholders. Additional regular meetings of the board of
directors may be held without notice at such time and at such place as may
from time to time be determined by the board of directors. Special meetings
of the board of directors may be called by the chairman, the president or a
majority of directors then in office. Notice thereof stating the place, date
and hour of the meeting shall
4
<PAGE>
be given to each director either by mail not less than forty-eight hours
before the date of the meeting, or by telephone or telegram on twenty-four
hours' notice.
Section 5. Quorum.
------
Except as may be otherwise specifically provided by law, the Articles of
Incorporation or these bylaws, at all meetings of the board of directors, a
majority of the directors then in office shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors. If a quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
Section 6. Actions of the Board.
--------------------
Unless otherwise provided by the Articles of Incorporation or these
bylaws, any action required or permitted to be taken at any meeting of the
board of directors or of any committee thereof may be taken without a meeting,
if all the members of the board of directors or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of the board of directors or committee.
Section 7. Meetings by Means of Conference Telephone.
-----------------------------------------
Unless otherwise provided by the Articles of Incorporation or these
bylaws, members of the board of directors of the Corporation, or any committee
designated by the board of directors, may participate in a meeting of the
board of directors or such committee by means of a conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other, participating in a meeting pursuant to
this Section 7 shall constitute presence in person at such meeting.
Section 8. Compensation.
------------
The directors may be paid their reasonable expenses, if any, of
attendance at each meeting of the board of directors and may be paid a
reasonable fixed sum for actual attendance at each meeting of the board of
directors. Directors, as such, may receive a stated salary for their
services. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
Section 9. Interested Directors.
--------------------
No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the
director or officer is present at or participates in the meeting of the board
of directors or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such
purpose, if (i) the material facts as to his or their relationship or interest
and as to the contract or transaction are disclosed or are known to the board
of directors or the committee, and the board of directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (ii) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed
or are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by the
board of directors, a committee thereof or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at
a meeting of the board of directors or of a committee which authorizes the
contract or transaction.
5
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Section 10. Corporate Books.
---------------
The directors may keep the books of the Corporation, except such as are
required by law to be kept within the state, outside of the State of South
Carolina at such place or places as they may from time to time determine.
Section 11. Presumption of Assent.
---------------------
A director of the Corporation who is present at a meeting of the board of
directors at which action on any Corporation matter is taken shall be presumed
to have assented to the action taken unless his dissent or abstention shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered
mail to the secretary of the Corporation within five days after the date he
receives a copy of the minutes of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
Section 12. Resignation.
-----------
Any director may resign at any time by sending a written notice of such
resignation to the home office of the Corporation addressed to the chairman of
the board or the president. Unless otherwise specified therein such
resignation shall take effect upon receipt thereof by the chairman of the
board or the president. More than three consecutive absences from regular
meetings of the board of directors, unless excused by resolution of the board,
shall automatically constitute a resignation, effective when such resignation
is accepted by the board of directors.
Section 13. Nominating Committee.
--------------------
The board of directors shall act as a nominating committee for selecting
the management nominees for election as directors. Except in the case of a
nominee substituted as a result of the death or other incapacity of a
management nominee, the nominating committee shall deliver written nominations
to the secretary at least twenty days prior to the date of the annual meeting.
Provided such committee makes such nominations, no nominations for directors
except those made by the nominating committee shall be voted upon at the
annual meeting unless other nominations by stockholders are made in writing
and delivered to the secretary of the Corporation at least fifteen days prior
to the date of the annual meeting. Ballots bearing the names of all the
persons nominated by the nominating committee and by stockholders shall be
provided for use at the annual meeting. If the nominating committee shall
fail or refuse to act at least twenty days prior to the annual meeting,
nominations for directors may be made at the annual meeting by any stockholder
entitled to vote and shall be voted upon.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
Section 1. Appointment.
-----------
The board of directors, by resolution adopted by a majority of the full
board, may designate the chief executive officer and two or more of the other
directors to constitute an executive committee. The designation of any
committee pursuant to this Article IV and the delegation of authority thereto
shall not operate to relieve the board of directors, or any director, of any
responsibility imposed by law or regulation.
Section 2. Authority.
---------
The executive committee, when the board of directors is not in session,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers
which may require it, except to the extent, if any, that such powers and
authority shall be limited by the resolution appointing the executive
committee; and except also that
6
<PAGE>
the executive committee shall not have the power or authority of the board of
directors with reference to amending the Articles of Incorporation; adopting
an agreement of merger or consolidation; recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets; recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution; amending the bylaws of the
Corporation; or approving a transaction in which any member of the executive
committee, directly or indirectly, has any material beneficial interest; and
unless the resolution or bylaws expressly so provide, the executive committee
shall not have the power or authority to declare a dividend or to authorize
the issuance of stock.
Section 3. Tenure.
------
Subject to the provisions of Section 8 of this Article IV, each member of
the executive committee shall hold office until the next annual regular
meeting of the board of directors following his designation and until his
successor is designated as a member of the executive committee.
Section 4. Meetings.
--------
Regular meetings of the executive committee may be held without notice at
such times and places as the executive committee may fix from time to time by
resolution. Special meetings of the executive committee may be called by any
member thereof upon not less than one day's notice stating the place, date and
hour of the meeting, which notice may be written or oral. Any members of the
executive committee may waive notice of any meeting and no notice of any
meeting need be given to any member thereof who attends in person. The notice
of a meeting of the executive committee need not state the business proposed
to be transacted at the meeting.
Section 5. Quorum.
------
A majority of the members of the executive committee shall constitute a
quorum for the transaction of business at the meeting thereof, and action of
the executive committee must be authorized by the affirmative vote of a
majority of the members present at a meeting at which a quorum is present.
Section 6. Action Without a Meeting.
------------------------
Any action required or permitted to be taken by the executive committee
at a meeting may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the members of the
executive committee.
Section 7. Vacancies.
---------
Any vacancy in the executive committee may be filled by a resolution
adopted by a majority of the full board of directors.
Section 8. Resignations and Removal.
------------------------
Any member of the executive committee may be removed at any time with or
without cause by resolution adopted by a majority of the full board of
directors. Any members of the executive committee may resign from the
executive committee at any time by giving written notice to the president or
secretary of the Corporation. Unless otherwise specified therein, such
resignation shall take effect upon receipt. The acceptance of such
resignation shall not be necessary to make it effective.
7
<PAGE>
Section 9. Procedure.
---------
The executive committee shall elect a presiding officer from its members
and may fix its own rules of procedure which shall not be inconsistent with
these bylaws. It shall keep regular minutes of its proceedings and report the
same to the board of directors for its information at the meeting thereof held
next after the proceedings shall have been taken.
Section 10. Other Committees.
----------------
The board of directors may by resolution establish an audit committee, a
loan committee or other committees composed of directors as they may determine
to be necessary or appropriate for the conduct of the business of the
Corporation and may prescribe the duties, constitution and procedures thereof.
ARTICLE V
OFFICERS
Section 1. General.
-------
The officers of the Corporation shall be chosen by the board of directors
and shall be a president, a secretary and a treasurer. The chairman of the
board may also be designated as an officer. The board of directors may
designate one or more vice-presidents, assistant secretaries, assistant
treasurers and other officers. The offices of secretary and treasurer may be
held by the same person and a vice-president may also be either the secretary
or the treasurer. The officers of the Corporation need not be either
stockholders or directors of the Corporation.
Section 2. Election.
--------
The board of directors at its first meeting held after the annual meeting
of stockholders shall elect annually the officers of the Corporation who shall
exercise such powers and perform such duties as shall be set forth in these
bylaws and as determined from time to time by the board of directors; and all
officers of the Corporation shall hold office until their successors are
chosen and qualified, or until their earlier resignation or removal. Any
officer elected by the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors. Any vacancy
occurring in any office of the Corporation shall be filled by the board of
directors. The salaries of all officers of the Corporation shall be fixed by
the board of directors.
Section 3. Removal.
-------
Any officer may be removed by the board of directors whenever in its
judgment the best interests of the Corporation will be served thereby, but
such removal, other than for cause, shall be without prejudice to the contract
rights, if any, of the person so removed.
Section 4. Voting Securities Owned by the Corporation.
------------------------------------------
Powers of attorney, proxies, waivers of notice of meeting, consents and
other instruments relating to securities owned by the Corporation may be
executed in the name of and on behalf of the Corporation by the president or
any vice-president, and any such officer may, in the name of and on behalf of
the Corporation, take all such action as any such officer may deem advisable
to vote in person or by proxy at any meeting of security holders of any
corporation which the Corporation may own securities and at any such meeting
shall possess and may exercise any and all rights and powers incident to the
ownership of such securities and which, as the owner thereof, the Corporation
might have exercised and possessed if present. The board of directors may, by
resolution, from time to time confer like powers upon any other person or
persons.
8
<PAGE>
Section 5. Chairman and President.
----------------------
The Chairman and President shall be Directors of the Corporation. The
President or the Chairman of the Board, as designated by the Board of
Directors, shall be the Chief Executive Officer. The Chief Executive Officer
shall, subject to the control of the Board of Directors, have general
supervision of the business of the Corporation and shall see that all orders
and resolutions of the Board of Directors are carried into effect. The
President and Chairman, jointly or individually, shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a
seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except that the other officers of
the Corporation may sign and execute documents when so authorized by these
Bylaws, the Board of Directors, Chairman or the President. The Chief
Executive Officer shall preside at the annual meetings and special meetings of
the stockholders. The Chairman and President shall also perform such other
duties and may exercise such other powers as from time to time assigned to
them by these Bylaws or by the Board of Directors.
Section 6. Vice-President.
--------------
At the request of the president or in his absence or in the event of his
inability or refusal to act, the vice-president or the vice-presidents if
there is more than one (in the order designated by the board of directors)
shall perform the duties of the president, and who so acting, shall have all
the powers and be subject to all the restrictions upon the president. Each
vice-president shall perform such other duties and have such other powers as
the board of directors from time to time may prescribe. The board of
directors may designate one or more vice-presidents as executive vice-
president or senior vice-president. If there be no vice-president, the board
of directors shall designate the officer of the Corporation who, in the
absence of the president or in the event of the inability ore refusal of the
president to act, shall perform the duties of the president, and when so
acting, shall have all the powers of and be subject to all the restrictions
upon the president.
Section 7. Secretary.
---------
The secretary shall attend all meetings of the board of directors and all
meetings of stockholders and record all the proceedings thereat in a book or
books to be kept for that purpose; the secretary shall also perform like
duties for the standing committees when required. The secretary shall give,
or cause to be given, notice of all meetings of the stockholders and special
meetings of the board of directors, and shall perform such other duties as may
be prescribed by the board of directors or president, under whose supervision
he shall be. If the secretary shall be unable or shall refuse to cause to be
given notice of all meetings of the stockholders and special meetings of the
board of directors, and if there be no assistant secretary, then either the
board of directors or the president may choose another officer to cause such
notice to be given. The secretary shall have custody of the seal of the
Corporation and the secretary or any assistant secretary, if there be one,
shall have authority to affix the same to any instrument requiring it and when
so affixed, it may be attested by the signature of the secretary or by the
signature of any such assistant secretary. The board of directors may give
general authority to any other officer to affix the seal of the Corporation
and to attest the affixing by his signature. The secretary shall see that all
books, reports, statements, certificates and other documents and records
required by law to be kept or filed are properly kept or filed, as the case
may be.
Section 8. Treasurer.
---------
The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the board of
directors. The treasurer shall disburse the funds of the Corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors,
at its regular meetings, or when the board of directors so requires, an
account of all his transactions as treasurer and of the financial condition of
the Corporation. If required by the board of directors, the treasurer shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful performance
of the duties of his office and for the restoration to the Corporation, in the
case of his death, resignation, retirement or
9
<PAGE>
removal from office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to the
Corporation.
Section 9. Assistant Secretaries.
---------------------
Except as may be otherwise provided in these bylaws, assistant
secretaries, if there be any, shall perform such duties and have such powers
as from time to time may be assigned to them by the board of directors, the
president, any vice-president, if there be one, or the secretary, and in the
absence of the secretary or in the event of his disability or refusal to at,
shall perform the duties of the secretary, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the secretary.
Section 10. Assistant Treasurers.
--------------------
Assistant treasurers, if there be any, shall perform such duties and have
such powers as from time to time may be assigned to them by the board of
directors, the president, any vice-president, if there be one, or the
treasurer, and in the absence of the treasurer, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the treasurer.
If required by the board of directors, an assistant treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of
his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the Corporation.
Section 11. Other Officers.
--------------
Such officers as the board of directors may choose shall perform such
duties and have such powers as from time to time may be assigned to them by
the board of directors. The board of directors may delegate to any other
officer of the Corporation the power to choose such other officers and to
prescribe their respective duties and powers.
Section 12. Age Limitation - Officers.
-------------------------
No person shall be eligible for election, reelection, appointment, or
reappointment as an officer of the Corporation if such person is then more
than 75 years of age. No officer shall serve beyond the annual meeting of the
Corporation immediately following this attainment of 75 years of age.
ARTICLE VI
STOCK
Section 1. Form of Certificates.
--------------------
Every holder of stock in the Corporation shall be entitled to have a
certificate signed, in the name of the Corporation (i) by the chairman of the
board of directors, the president or a vice-president and (ii) by the
treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the Corporation, certifying the number of shares owned by him in
the Corporation.
Section 2. Signatures.
----------
Where a certificate is countersigned by (i) a transfer agent other than
the Corporation or its employee, or (ii) a registrar other than the
Corporation or its employee, any other signature on the certificate may be a
facsimile. In case any officer whose facsimile signature has been placed upon
a certificate shall have ceased to be such officer before such certificate is
issued it may be issued by the Corporation with the same effect as if he were
such officer at the date of issue.
10
<PAGE>
Section 3. Lost Certificates.
-----------------
The board of directors may direct a new certificate to be issued in place
of any certificate theretofore issued by the Corporation alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed.
When authorizing such issue of a new certificate, the board of directors may,
in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as the board of directors
shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or
destroyed.
Section 4. Transfers.
---------
Stock of the Corporation shall be transferable in the manner prescribed
by law and in these bylaws. Transfers of stock shall be made on the books of
the Corporation only by the person named in the certificate or by his attorney
lawfully constituted in writing and upon the surrender of the certificate
therefor, which shall be canceled before a new certificate shall be issued.
Section 5. Record Date.
-----------
In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than seventy days nor less than twenty days before the
date of such meeting, nor more than seventy days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for
the adjourned meeting.
Section 6. Beneficial Owners.
-----------------
The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and to hold liable for calls and assessments a
person registered on its books as the owner of shares, and shall not be bound
to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by law.
ARTICLE VII
NOTICES
Section 1. Notices.
-------
Whenever written notice is required by law, the Articles of Incorporation
or these bylaws, to be given to any director, member of a committee or
stockholder, such notice may be given by mail, addressed to such director,
member of a committee or stockholder, at his address as it appears on the
records of the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in
the United States mail. Written notice may also be given personally or by
telegram, telex or cable.
11
<PAGE>
Section 2. Waivers of Notice.
-----------------
Whenever any notice is required by law, the Articles of Incorporation or
these bylaws, to be given to any director, member of a committee or
stockholder, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends.
---------
Dividends upon the common stock of the Corporation, subject to the
provisions of the Articles of Incorporation if any, may be declared by the
board of directors at any regular or special meeting, and may be paid in cash,
in property, or in shares of the capital stock.
Section 2. Disbursements.
-------------
All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the
board of directors may from time to time designate.
Section 3. Fiscal Year.
-----------
The fiscal year of the Corporation shall be fixed by resolution of the
board of directors.
Section 4. Corporate Seal.
--------------
The corporation seal shall have been inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal, South
Carolina." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE IX
AMENDMENTS
These bylaws may be altered, amended or repealed, in whole or in part, or
new bylaws may be adopted by the stockholders or by the board of directors,
provided, however, that notice of such alteration, amendment, repeal or
adoption of new bylaws be contained in the notice of such meeting of
stockholders or board of directors as the case may be. All such amendments
must be approved by either the holders of at least two-thirds of the
outstanding capital stock entitled to vote thereon or by at least two-thirds
of the entire board of directors then in office.
Section 2. Entire Board of Directors.
-------------------------
As used in this Article IX and in these bylaws generally, the term
"entire board of directors" means the total number of directors which the
Corporation would have if there were no vacancies.
12
<PAGE>
ARTICLE X
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 1. Scope of Indemnification - Proceedings in General.
-------------------------------------------------
(a) Every person who is or was a director, officer or employee of the
Corporation or a wholly owned direct or indirect subsidiary of the
Corporation, or is or was, at the request or direction of the Corporation, a
director, officer or employee of any other corporation, partnership, trust,
venture, or other entity or enterprise, including any employee benefit plan,
shall be indemnified by the Corporation against any and all liabilities,
judgments, fines and reasonable settlements, costs, expenses and attorneys'
fees incurred in any actual, threatened or potential proceeding, whether
civil, criminal, administrative or investigative, including any appeal,
review, rehearing or related proceeding, except to the extent that such
indemnification is limited by South Carolina law and the limitations of such
law cannot be varied by contract or bylaw.
(b) Every person who is or was a trustee, agent or advisor of the
Corporation or a wholly owned direct or indirect subsidiary of the
Corporation, and who is not also a director, officer or employee of the
Corporation or a wholly owned direct or indirect subsidiary of the
Corporation, may, in the discretion of the Board, be indemnified by the
Corporation against any and all liabilities, judgments, fines and reasonable
settlements, costs, expenses and attorneys' fees incurred in any actual,
threatened or potential proceeding, whether civil, criminal, administrative or
investigative, including any appeal, review, rehearing or related proceeding,
except to the extent that such indemnification is limited by South Carolina
law and the limitations of such law cannot be varied by contract or bylaw.
Section 2. Advance of Expenses.
-------------------
(a) Prior to the final disposition of a proceeding, the Corporation
shall promptly indemnify a person for expenses incurred in connection with the
proceeding where it reasonably appears to the Board that the person satisfies,
or will satisfy, the conditions expressed in Section 1(a) of this Article,
provided that the person provide the Corporation a written affirmation of his
belief that he has met the standard of conduct under South Carolina and agrees
to repay such amount if such payment is unlawful under South Carolina law and
the limitations of such law cannot be modified by contract or bylaw.
(b) If a person satisfies the conditions of the above Section 2(a)
except that such person's eligibility for indemnification is dependent on
Section 1(b) of this Article rather than Section 1(a) of this Article, the
Corporation may, in the discretion of the Board, advance expenses to such
person as provided in Section 2(a) of this Article in connection with a
proceeding prior to the final disposition of such proceeding.
Section 3. Miscellaneous.
-------------
In the event of the death of any person having a right of indemnification
under the provisions of this Article, such right shall inure to the benefit of
the heirs, executors, administrators and personal representatives of such
person. If any part of this Article should be found to be invalid or
ineffective in any proceeding, the validity and effect of the remaining
provisions shall not thereby be affected.
Section 4. Indemnification Not Exclusive.
-----------------------------
The foregoing right of indemnification shall not be exclusive of any
other right to which those indemnified may be entitled, and the Corporation
may provide additional indemnity and rights to its directors, officers,
employees, trustees or agents.
13
<PAGE>
Section 5. Insurance.
---------
The Corporation may, as the Board may direct, purchase and maintain
insurance on behalf of any person who is or at any time has been, at the
request or direction of the Corporation, a director, officer, employee,
trustee or agent of the Corporation or of any other corporation, partnership,
trust, venture, or other entity or enterprise, including any employee benefit
plan, against any liability asserted against and incurred by such person in
any such capacity or arising out of such person's status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability under the provisions of this Article.
* * * * *
14
<PAGE>
Exhibit 5
Opinion of Breyer & Associates PC
<PAGE>
1100 New York Avenue, N.W.
Suite 700 East
Washington, D.C. 20005
Telephone (202) 737-7900
Breyer & Associates PC Facsimile (202) 737-7979
==============================================================================
March 1, 2000
Board of Directors
Security Federal Corporation
1705 Whiskey Road South
Aiken, South Carolina 29803
Gentlemen:
We have acted as special counsel to Security Federal Corporation, a South
Carolina corporation (the "Company"), in connection with the preparation of
the Registration Statement on Form S-8 filed with the Securities and Exchange
Commission ("Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $0.01 per share (the
"Common Stock") of the Company which may be issued pursuant to the terms of
the Security Federal Corporation 1999 Stock Option Plan (the "Plan"), all as
more fully described in the Registration Statement. You have requested the
opinion of this firm with respect to certain legal aspects of the proposed
offering.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to and in accordance with
the terms of the Plan will be duly and validly issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Sincerely,
/s/ Breyer & Associates PC
BREYER & ASSOCIATES PC
<PAGE>
Exhibit 23.1
Consent of Elliott Davis & Company, LLP
<PAGE>
[LETTERHEAD OF ELLIOTT DAVIS & COMPANY, L.L.P.]
Consent of Independent Auditors
The Board of Directors
Security Federal Corporation
Aiken, South Carolina
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Security Federal Corporation, relating to their 1999 Stock Option Plan,
of our report dated April 30, 1999 relating to the consolidated balance sheet
of Security Federal Corporation and subsidiaries as of March 31, 1999, and the
related consolidated statements of income, shareholders' equity and cash flows
for the year then ended, which report appears in the March 31, 1999 Annual
Report to Stockholders of Security Federal Corporation, which is incorporated
by reference in Security Federal Corporation's Annual Report on Form 10-KSB
for the year ended March 31, 1999.
/s/ Elliott Davis & Company, L.L.P.
ELLIOTT DAVIS & COMPANY, L.L.P.
Greenville, South Carolina
March 1, 2000
<PAGE>
Exhibit 23.2
Consent of Breyer & Associates PC (see Exhibit 5)
<PAGE>
Exhibit 24
Power of Attorney (see signature page)
<PAGE>
Exhibit 99
Security Federal Corporation 1999 Stock Option Plan
<PAGE>
SECURITY FEDERAL CORPORATION
1999 STOCK OPTION PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, emeritus directors and employees of the
Corporation and its Affiliates.
2. Definitions. The following definitions are applicable to the Plan:
-----------
"Affiliate" -- means any "parent corporation" or "subsidiary corporation"
of the Corporation, as such terms are defined in Section 424(e) and (f),
respectively, of the Code.
"Award" -- means the grant by the Committee of an Incentive Stock Option,
a Non-Qualified Stock Option, a Right, or any combination thereof, as provided
in the Plan.
"Award Agreement" -- means the agreement evidencing the grant of an Award
made under the Plan.
"Board" -- means the board of directors of the Corporation.
"Cause" -- means Termination of Service by reason of personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties or gross negligence.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
"Corporation" -- means Security Federal Corporation, a South Carolina
corporation, and any successor thereto.
"Incentive Stock Option" -- means an option to purchase Shares granted by
the Committee which is intended to qualify as an incentive stock option under
Section 422(b) of the Code. Unless otherwise set forth in the Award
Agreement, any Option which does not qualify as an Incentive Stock Option for
any reason shall be deemed ab initio to be a Non-Qualified Stock Option.
"Market Value" -- means the average of the high and low quoted sales
price on the date in question (or, if there is no reported sale on such date,
on the last preceding date on which any reported sale occurred) of a Share on
the Composite Tape for New York Stock Exchange-Listed Stocks, or, if on such
date the Shares are not quoted on the Composite Tape, on the New York Stock
Exchange, or if the Shares are not listed or admitted to trading on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 (the "Exchange Act") on which the Shares
are listed or admitted to trading, or, if the Shares are not listed
<PAGE>
or admitted to trading on any such exchange, the mean between the closing high
bid and low asked quotations with respect to a Share on such date on the
Nasdaq Stock Market, or any similar system then in use, or, if no such
quotations are available, the fair market value on such date of a Share as the
Committee shall determine.
"Non-Qualified Stock Option" -- means an option to purchase Shares
granted by the Committee which does not qualify, for any reason, as an
Incentive Stock Option.
"Option" -- means an Incentive Stock Option or a Non-Qualified Stock
Option.
"Participant" -- means any director, emeritus director or employee of the
Corporation or any Affiliate who is selected by the Committee to receive an
Award.
"Plan" -- means this Security Federal Corporation 1999 Stock Option Plan.
"Related" -- means (i) in the case of a Right, a Right which is granted
in connection with, and to the extent exercisable, in whole or in part, in
lieu of, an Option or another Right and (ii) in the case of an Option, an
Option with respect to which and to the extent a Right is exercisable, in
whole or in part, in lieu thereof.
"Right" -- means a stock appreciation right with respect to Shares
granted by the Committee pursuant to the Plan.
"Shares" -- means the shares of common stock of the Corporation.
"Termination of Service" -- means cessation of service, for any reason,
whether voluntary or involuntary, so that the affected individual is not
either (i) an employee of the Corporation or any Affiliate for purposes of an
Incentive Stock Option, or (ii) a director, emeritus director or employee of
the Corporation or any Affiliate for purposes of any other Award.
3. Administration. The Plan shall be administered by a Committee
consisting of two or more members of the Board, each of whom (i) shall be an
"outside director," as defined under Section 162(m) of the Code and the
Treasury regulations thereunder, and (ii) shall be a "non-employee director,"
as defined under Rule 16(b) of the Securities Exchange Act of 1934 or any
similar or successor provision. The members of the Committee shall be
appointed by the Board. Except as limited by the express provisions of the
Plan or by resolutions adopted by the Board, the Committee shall have sole and
complete authority and discretion to (i) select Participants and grant Awards;
(ii) determine the number of Shares to be subject to types of Awards
generally, as well as to individual Awards granted under the Plan; (iii)
determine the terms and conditions upon which Awards shall be granted under
the Plan; (iv) prescribe the form and terms of Award Agreements; (v) establish
from time to time regulations for the administration of the Plan; and (vi)
interpret the Plan and make all determinations deemed necessary or advisable
for the administration of the Plan.
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A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present,
or acts approved in writing by a majority of the Committee without a meeting,
shall be acts of the Committee.
4. Shares Subject to Plan.
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(a) Subject to adjustment by the operation of Section 6, the maximum
number of Shares with respect to which Awards may be made under the Plan is
40,000 plus (i) the number of Shares repurchased by the Corporation in the
open market or otherwise with an aggregate price no greater than the cash
proceeds received by the Corporation from the exercise of Options granted
under the Plan; plus (ii) any Shares surrendered to the Corporation in payment
of the exercise price of Options granted under the Plan. The Shares with
respect to which Awards may be made under the Plan may be either authorized
and unissued Shares or previously issued Shares reacquired and held as
treasury Shares. Shares which are subject to Related Rights and Related
Options shall be counted only once in determining whether the maximum number
of Shares with respect to which Awards may be granted under the Plan has been
exceeded. An Award shall not be considered to have been made under the Plan
with respect to any Option or Right which terminates, and new Awards may be
granted under the Plan with respect to the number of Shares as to which such
termination has occurred.
(b) During any calendar year, no Participant may be granted Awards
under the Plan with respect to more than 5,000 Shares, subject to adjustment
as provided in Section 6.
5. Awards.
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(a) Options. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan and the
requirements of applicable law as the Committee shall determine, including the
granting of Options in tandem with other Awards under the Plan:
(i) Exercise Price. The exercise price per Share for an Option
shall be determined by the Committee; provided, however, that such exercise
price shall not be less than 100% of the Market Value of a Share on the date
of grant of such Option.
(ii) Option Term. The term of each Option shall be fixed by
the Committee, but shall be no greater than 10 years in the case of an
Incentive Stock Option or 15 years in the case of a Non-Qualified Stock
Option.
(iii) Time and Method of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in whole or in
part and the method or methods by which, and the form or forms (including,
without limitation, cash, Shares, other Awards or any combination thereof,
having a fair market value on the exercise date equal to the relevant exercise
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price) in which, payment of the exercise price with respect thereto may be
made or deemed to have been made.
(iv) Incentive Stock Options. Incentive Stock Options may be
granted by the Committee only to employees of the Corporation or its
Affiliates.
(v) Termination of Service. Unless otherwise determined by the
Committee and set forth in the Award Agreement evidencing the grant of the
Option, upon Termination of Service of the Participant for any reason other
than for Cause, all Options then currently exercisable shall remain
exercisable until the expiration of the Option by its terms. Upon Termination
of Service for Cause, all Options not previously exercised shall immediately
be forfeited.
(b) Rights. A Right shall, upon its exercise, entitle the
Participant to whom such Right was granted to receive a number of Shares or
cash or combination thereof, as the Committee in its discretion shall
determine, the aggregate value of which (i.e., the sum of the amount of cash
and/or Market Value of such Shares on date of exercise) shall equal (as nearly
as possible, it being understood that the Corporation shall not issue any
fractional Shares) the amount by which the Market Value per Share on the date
of such exercise shall exceed the exercise price of such Right, multiplied by
the number of Shares with respect to which such Right shall have been
exercised. A Right may be Related to an Option or may be granted
independently of any Option as the Committee shall from time to time in each
case determine. In the case of a Related Option, such Related Option shall
cease to be exercisable to the extent of the Shares with respect to which the
Related Right was exercised. Upon the exercise or termination of a Related
Option, any Related Right shall terminate to the extent of the Shares with
respect to which the Related Option was exercised or terminated.
6. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan
by reason of any reorganization, recapitalization, stock split, stock
dividend, capital distribution, combination or exchange of shares, merger,
consolidation or any change in the corporate structure or Shares of the
Corporation, the maximum aggregate number and class of shares and exercise
price of the Award, if any, as to which Awards may be granted under the Plan
and the number and class of shares and exercise price of the Award, if any,
with respect to which Awards have been granted under the Plan shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive. Except as otherwise provided herein, any Award which is adjusted
as a result of this Section 6 shall be subject to the same terms and
conditions as the original Award.
7. Effect of Merger on Options or Rights. In the case of any merger,
consolidation or combination of the Corporation (other than a merger,
consolidation or combination in which the Corporation is the continuing
corporation and which does not result in the outstanding Shares being
converted into or exchanged for different securities, cash or other property,
or any combination thereof), any Participant to whom an Option or Right has
been granted shall have the additional right (subject to the provisions of the
Plan and any limitation applicable to such Option or Right), thereafter and
during the term of each such Option or Right, to receive upon exercise of any
such
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Option or Right an amount equal to the excess of the fair market value on the
date of such exercise of the securities, cash or other property, or
combination thereof, receivable upon such merger, consolidation or combination
in respect of a Share over the exercise price of such Right or Option,
multiplied by the number of Shares with respect to which such Option or Right
shall have been exercised. Such amount may be payable fully in cash, fully in
one or more of the kind or kinds of property payable in such merger,
consolidation or combination, or partly in cash and partly in one or more of
such kind or kinds of property, all in the discretion of the Committee.
8. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 8 shall be deemed a
"change in control": (i) any third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, shall become the
beneficial owner of shares of the Corporation with respect to which 25% or
more of the total number of votes for the election of the Board may be cast,
(ii) as a result of, or in connection with, any cash tender offer, merger or
other business combination, sale of assets or contested election, or
combination of the foregoing, the persons who were directors of the
Corporation shall cease to constitute a majority of the Board, or (iii) the
stockholders of the Corporation shall approve an agreement providing either
for a transaction in which the Corporation will cease to be an independent
publicly-owned corporation or for a sale or other disposition of all or
substantially all the assets of the Corporation. If a tender offer or exchange
offer for Shares (other than such an offer by the Corporation) is commenced,
or if a change in control shall occur, unless the Committee shall have
otherwise provided in the Award Agreement, and except as otherwise provided in
an employment agreement or arrangement between the Corporation or an Affiliate
and the Participant, all Options and Rights granted and not fully exercisable
shall become exercisable in full upon the happening of such event and shall
remain so exercisable for a period of 60 days following such date, after which
each such Option and Right shall revert to being exercisable in accordance
with the other provisions of such Option or Right; provided, however, that no
Option or Right which has previously been exercised or otherwise terminated
shall become exercisable.
9. Assignments and Transfers. No Incentive Stock Option granted under
the Plan shall be transferable other than by will or the laws of descent and
distribution. Any other Award shall be transferable by will, the laws of
descent and distribution, a "domestic relations order," as defined in Section
414(p)(1)(B) of the Code, or a gift to any member of the Participant's
immediate family or to a trust for the benefit of one or more of such
immediate family members. During the lifetime of an Award recipient, an Award
shall be exercisable only by the Award recipient unless it has been
transferred as permitted hereby, in which case it shall be exercisable only by
such transferee. For the purpose of this Section 8, a Participant's
"immediate family" shall mean the Participant's spouse, children and
grandchildren.
10. Employee Rights Under the Plan. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again
as a Participant, and no employee or other person shall have any claim or
right to be granted an Award under the Plan or under any other incentive or
similar plan of the Corporation or any Affiliate. Neither the Plan nor any
action taken
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thereunder shall be construed as giving any employee any right to be retained
in the employ of the Corporation or any Affiliate.
11. Delivery and Registration of Stock. The Corporation's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the Participant to whom such Shares are to be delivered, in such
form as the Committee shall determine to be necessary or advisable to comply
with the provisions of the Securities Act of 1933 or any other federal, state
or local securities legislation. It may be provided that any representation
requirement shall become inoperative upon a registration of the Shares or
other action eliminating the necessity of such representation under such
Securities Act or other securities legislation. The Corporation shall not be
required to deliver any Shares under the Plan prior to (i) the admission of
such Shares to listing on any stock exchange on which Shares may then be
listed and (ii) the completion of such registration or other qualification of
such Shares under any state or federal law, rule or regulation, as the
Committee shall determine to be necessary or advisable.
12. Withholding Tax. The Corporation shall have the right to deduct
from all amounts paid in cash with respect to the exercise of a Right under
the Plan any taxes required by law to be withheld with respect to such cash
payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option or Right pursuant to the Plan, the
Corporation shall have the right to require the Participant or such other
person to pay the Corporation the amount of any taxes which the Corporation is
required to withhold with respect to such Shares, or, in lieu thereof, to
retain, or sell without notice, a number of such Shares sufficient to cover
the amount required to be withheld. All withholding decisions pursuant to
this Section 12 shall be at the sole discretion of the Committee or the
Corporation.
13. Amendment or Termination.
(a) The Board may amend, alter, suspend, discontinue, or terminate
the Plan without the consent of shareholders or Participants, except that any
such action will be subject to the approval of the Corporation's shareholders
if, when and to the extent such shareholder approval is necessary or required
for purposes of any applicable federal or state law or regulation or the rules
of any stock exchange or automated quotation system on which the Shares may
then be listed or quoted, or if the Board, in its discretion, determines to
seek such shareholder approval.
(b) The Committee may waive any conditions of or rights of the
Corporation or modify or amend the terms of any outstanding Award. The
Committee may not, however, amend, alter, suspend, discontinue or terminate
any outstanding Award without the consent of the Participant or holder
thereof, except as otherwise provided herein.
14. Effective Date and Term of Plan. The Plan shall become effective
upon the later of its adoption by the Board or its approval by the
shareholders of the Corporation. It shall continue in effect for a term of
ten years thereafter unless sooner terminated under Section 13 hereof.
* * * * *
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