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EXHIBIT 4.1
ARTICLES OF AMENDMENT TO THE CHARTER
COMMUNITY FINANCIAL GROUP, INC.
(Control Number 0304178)
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
Articles of Amendment to its Charter:
1. Name of the Corporation: COMMUNITY FINANCIAL GROUP, INC.
2. The text of the amendment is as follows:
A. The first paragraph of section 7 of the Charter is hereto deleted in
its entirety and replaced with the following:
The property, affairs and business of the Corporation shall
be managed by a Board of Directors. The number of directors
shall be as specified in the Bylaws of the Corporation. The
directors shall be divided into three classes, designated
Class I, Class II and Class III. Each class shall consist, as
nearly as may be possible, of one-third of the total number
of directors constituting the entire Board of Directors. At
the 1998 annual meeting of shareholders, Class I directors
shall be elected for a one-year term, class II Directors for
a two-year term and Class III directors for a three-year
term. At each succeeding annual meeting of shareholders
beginning in 1999, successors to the class of directors whose
term expires at that annual meeting shall be elected for a
three-year term. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes
so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any
class elected to fill a vacancy resulting from an increase in
such class shall hold office for a term that shall coincide
with the remaining term of that class, but in no case will a
decrease in the number of directors shorten the term of any
incumbent director. A director shall hold office until the
annual meeting of the year in which his or her term expires
and until his or her successor shall be elected and shall
qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office.
Except as otherwise required by law, any vacancy on the Board
of Directors that results from an increase in the number of
directors shall be
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filled only by a majority of the Board of Directors then in
office, provided that a quorum is present, and any other
vacancy occurring on the Board of Directors shall be filled
by a majority of the directors then in office, even if less
than a quorum, or by a sole remaining director. Any director
elected to fill a vacancy not resulting from an increase in
the number of directors shall have the same remaining term as
that of his or her predecessor. A director need not be a
shareholder in order to be elected to the Board of Directors
but shall purchase and continue to own at least ten (10)
shares of Common Stock within 90 days of election or
appointment.
The remaining portions of section 7 of the Charter shall remain in full
force and effect and are not amended hereby.
B. Section 10 of the Charter is hereby deleted in its entirety and
replaced with the following:
Directors of the Corporation may be removed only for cause by
a vote of the holders of a majority of all of the shares of
stock of the Corporation outstanding and entitled to vote for
the election of directors, given at a duly called annual or
special meeting of the shareholders, or by the vote of a
majority of the entire Board of Directors. "Cause" shall
include, but not be limited to, a director willfully or
without reasonable cause being absent from any regular or
special meeting for the purpose of obstructing or hindering
the business of the Corporation.
C. Section 15 of the Charter is hereby deleted in its entirety and
replaced with the following:
The provisions of this Charter of Incorporation may be
amended, altered, or repealed from time to time to the
extent, and in the manner prescribed by the laws of the State
of Tennessee, and any additional provisions so authorized may
be added; provided, however, that the first paragraph of
Section 7, Section 10 and Section 15 may be amended only
after the approval of the holders of 3/4ths of all of the
shares of stock of the Corporation outstanding and entitled
to vote at a duly called annual or special meeting of the
shareholders. All rights herein conferred on the directors,
officers and shareholders are granted subject to this
reservation.
3. The corporation is for profit.
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4. The amendment was duly adopted on May 13, 1998 by the shareholders
of the corporation.
COMMUNITY FINANCIAL GROUP INC.
BY: /s/ Mack S. Linebaugh
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Its: President
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