COMMUNITY NATIONAL BANCORPORATION
(the "Company")
561 East Washington Avenue
Ashburn, Georgia 31714
April 11, 2000
NOTICE OF THE 2000 ANNUAL MEETING OF SHAREHOLDERS
-------------------------------------------------
DATE: Wednesday, May 10, 2000
TIME: 10:30 a.m.
PLACE: The Thrasher House
720 Hudson Avenue
Ashburn, Georgia 31714
Dear Shareholders:
At our 2000 Annual Shareholders Meeting (the "Annual
Meeting"), we will ask you to:
(1) Elect directors, in the number and for the terms described in
the Proxy Statement; and
(2) Transact any other business, including shareholder proposals,
that may properly come before the Annual Meeting.
If you were a shareholder of record at the close of business
on March 28, 2000, you may vote at the Annual Meeting. A copy of
the Company's Annual Report is enclosed with this Notice.
It is important that your shares be represented and voted at
the Annual Meeting. Whether or not you plan to attend, please
sign, date and return the enclosed proxy card promptly in the
accompanying postage-paid envelope. You may revoke any proxy in
the manner described in the Proxy Statement at any time prior to
its exercise at the Annual Meeting. If you attend the Annual
Meeting and prefer to vote in person, you may do so.
By Order of the Board of Directors,
/S/ T. Brinson Brock, Sr.
-------------------------------------
T. Brinson Brock, Sr.
President and Chief Executive Officer
COMMUNITY NATIONAL BANCORPORATION
561 East Washington Avenue
Ashburn, Georgia 31714
PROXY STATEMENT FOR THE
2000 ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 10, 2000 Beginning at 10:30 a.m.
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Why did you send me this proxy statement?
- -----------------------------------------
We sent you this proxy statement and the enclosed proxy card
because the Board of Directors of Community National
Bancorporation, a Georgia corporation (the "Company") is
soliciting your proxy to vote at the Annual Meeting of the
Company's shareholders on May 10, 2000, beginning at 10:30 a.m.
(the "Annual Meeting"). The Annual Meeting will be held at The
Thrasher House, 720 Hudson Avenue, Ashburn, Georgia 31714. This
proxy statement summarizes the information that you need to know
to vote intelligently at the Annual Meeting. However, you do not
need to attend the Annual Meeting to vote your shares. Instead,
you may simply complete, sign and return the enclosed proxy card.
We will begin sending this proxy statement, the attached Notice
of Annual Meeting and the enclosed proxy card on April 11, 2000,
to all shareholders entitled to vote. Only shareholders who
owned the Company's no par value common stock (the "Common
Stock") at the close of business on March 28, 2000 (the "Record
Date") are entitled to vote. On the Record Date there were
1,700,822 shares of the Common Stock issued and outstanding held
by 1,309 shareholders of record. The Common Stock is the
Company's only class of voting stock.
How many votes do I have?
- -------------------------
Each share of Common Stock that you own entitles you to one vote.
The enclosed proxy card indicates the number of shares of Common
Stock that you own.
How do I vote by proxy?
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Whether or not you plan to attend the Annual Meeting, we urge you
to complete, sign and return the enclosed proxy card and return
it to us promptly in the accompanying envelope. Returning the
proxy card will not affect your right to attend and vote at the
Annual Meeting.
If you properly complete and sign the proxy card and send it to
us in advance of the Annual Meeting, your "proxy" (the individual
named on your proxy card) will vote your shares as you have
directed. If you sign the proxy card but do not make specific
choices, your proxy will vote your shares as recommended by the
Board "FOR" the election of all five nominees for director.
If any other matter is presented at the Annual Meeting, your
proxy will vote your shares in accordance with his best judgment.
At the time this proxy statement went to press, we knew of no
other matters to be raised at the Annual Meeting.
May I revoke my proxy?
- ----------------------
If you give a proxy, you may revoke it at any time before it is
exercised. You may revoke your proxy in any of three ways:
* You may send in another proxy with a later date.
* You may notify the Company's Secretary in writing before the Annual
Meeting that you have revoked your proxy.
* You may vote in person at the Annual Meeting.
How do I vote in person?
- ------------------------
If you plan to attend the Annual Meeting and vote in person, we
will give you a ballot when you arrive. However, if your shares
are held in the name of your broker, bank or other nominee, you
must bring an account statement or letter from the nominee
indicating that you are the beneficial owner of the shares on the
Record Date.
What vote is required to approve each proposal?
- -----------------------------------------------
Proposal 1: Elect five directors.
- ----------
The five nominees for director who receive the most votes
will be elected. So, if you do not vote for a particular
nominee, or you indicate "withhold authority" to vote for a
particular nominee on your proxy card, your vote will not count
either "for" or "against" the nominee.
A "broker non-vote" will also not count as a "for" or
"against" vote.
Is voting confidential?
- -----------------------
We keep all the proxies, ballots and voting tabulations private
as a matter of practice. We let only our Inspector of Election
examine these documents. We will not disclose your vote to
management unless it is necessary to comply with legal
requirements. We will, however, forward to management any
written comments that you make, on the proxy card or elsewhere.
What are the costs of soliciting these proxies?
- -----------------------------------------------
The Company will pay all the costs of soliciting these proxies,
estimated at $2,000. In addition to mailing proxy-soliciting
material, our directors and employees may also solicit proxies in
person, by telephone or by other electronic means of
communication. We will ask banks, brokers and other
institutions, nominees and fiduciaries to forward the proxy
material to their principals and to obtain authority to execute
proxies. We will then reimburse them for expenses. We have also
retained Registrar & Transfer Company to assist us in the
distribution and solicitation of proxies. We have agreed to pay
them a fee of approximately $2,650, including out-of-pocket
expenses.
How do I obtain an Annual Report on Form 10-KSB?
- ------------------------------------------------
If you would like a copy of our Annual Report for the year ended
December 31, 1999, which we filed with the Securities and
Exchange Commission ("SEC") on Form 10-KSB, we will send you one
without charge. Please write to:
T. Brinson Brock, Sr.
President and Chief Executive Officer
Community National Bancorporation
561 East Washington Avenue
Ashburn, Georgia 31714
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS*
The following table shows all persons whom we know to be
"beneficial owners" of more than five percent of the Common Stock
as of March 28, 2000. We base this information on reports that
each person listed below has filed with the SEC.* If you wish,
you may obtain these reports from the SEC:
Name and Address of
Beneficial Owner Number of Shares Percent of Class(1)
T. Brinson Brock, Sr. 90,182(2) 5.19%
1252 Brock Road
Arabi, Georgia 31712
Willis R. Collins 92,165(3) 5.34%
9655 Georgia Highway 112 East
Rebecca, Georgia 31783
Gene Stallings Crawford 111,452(4) 6.44%
56 South Academy Street
Rebecca, Georgia 31783
* Information relating to beneficial ownership of the Common
Stock is based upon "beneficial ownership" concepts set forth in
rules of the SEC under Section 13(d) of the Securities Exchange
Act of 1934, as amended. Under such rules, a person is deemed to
be a "beneficial owner" of a security if that person has or
shares "voting power," which includes the power to vote or direct
the voting of such security, or "investment power," which
includes the power to dispose of or to direct the disposition of
such security. A person is also deemed to be a beneficial owner
of any security of which that person has the right to acquire
beneficial ownership within 60 days. Under the rules, more than
one person may be deemed to be a beneficial owner of the same
securities, and a person may be deemed to be a beneficial owner
of securities as to which he has no beneficial interest. For
instance, beneficial ownership includes spouses, minor children
and other relatives residing in the same household, and trusts,
partnerships, corporations or deferred compensation plans which
are affiliated with the principal.
(1) The percentages are based on 1,700,822 shares of Common
Stock outstanding, plus shares of Common Stock that may be
acquired by the beneficial owner within 60 days of March 28,
2000, by exercise of options and/or warrants.
(2) Includes 1045 shares held as custodian for Brent Brock,
1000 shares held as custodian for Kristen Brock, 910 shares held
as custodian for Hunter Chess Brock, and 1,024 shares owned by
Mr. Brock's wife, as to all of which Mr. Brock disclaims
beneficial ownership. Does not include 3,000 shares owned by Mr.
Brock's father, and 3,150 shares owned by his mother. Also
includes the right to acquire 21,000 shares pursuant to currently
exercisable warrants and the right to acquire 15,840 shares
pursuant to currently exercisable options.
(3) Includes 40,411 shares owned by Mr. Collins's wife, as to
which he disclaims beneficial ownership. Also includes the right
to acquire 25,752 shares pursuant to currently exercisable
warrants.
(4) Includes 18,750 shares owned by Mr. Crawford's wife as to
which he disclaims beneficial ownership, 8,115 shares held as
custodian for his son Gene Scott Crawford and 8,115 shares held
as custodian for his son Phillip Andrew Crawford. Also includes
the right to acquire 30,000 shares pursuant to currently
exercisable warrants.
SHARE OWNERSHIP OF THE COMPANY'S OFFICERS, DIRECTORS AND NOMINEES
The following chart shows the number of shares of Common
Stock that each executive officer, director and nominee for
director of the Company beneficially owns, and the total Common
Stock that such persons own as a group:
SECURITY OWNERSHIP OF MANAGEMENT*
Name and Address of
Beneficial Owner Number of Shares Percent of Class(1)
T. Brinson Brock, Sr. 90,182(2) 5.19%
1252 Brock Road
Arabi, Georgia 31712
Willis R. Collins 92,165(3) 5.33%
9655 GA Hwy.112 East
Rebecca, Georgia 31783
Gene Stallings Crawford 111,452(4) 6.44%
56 South Academy Street
Rebecca, Georgia 31783
Donald M. Crews 16,510 0.97%
2001 Osborn Road
St. Marys, Georgia 31558
Benny Warren Denham 38,000(5) 2.21%
424 East Inaha Road
Sycamore, Georgia 31790
Lloyd Greer Ewing 36,211(6) 2.11%
545 East Monroe
Ashburn, Georgia 31714
Bobby Y. Franklin 12,500 0.73%
Route 3, Box 6560
Hilliard, Florida 32046
Ava Lovett 81(7) --
401 East Highway 32
Sycamore, Georgia 31790
Grady Elmer Moore 81,050(8) 4.66%
5580 Highway 33 North
Arabi, Georgia 31712
Sara Ruth Raines 70,359(9) 4.06%
130 Lamont Street
Ashburn, Georgia 31714
Joe S. Sheppard 11,000 0.65%
555 Charlie Smith, Sr. Highway
St. Marys, Georgia 31558
Benjamin E. Walker 79,861(10) 4.61%
P.O. Box 185
Ashburn, Georgia 31714
Jimmie Ann Ward 45,000(11) 2.60%
1330 Warwick Highway
Ashburn, Georgia 31714
Freddie J. Weston, Jr. 15,000 0.88%
828 West Madison Avenue
Ashburn, Georgia 31714
All directors and named
executive officers
as a group(12) 699,371 shares 35.68%
(14 persons)
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* Information relating to beneficial ownership of common
stock is based upon "beneficial ownership" concepts set forth in
rules of the SEC under Section 13(d) of the Securities Exchange
Act of 1934, as amended. Under such rules, a person is deemed to
be a "beneficial owner" of a security if that person has or
shares "voting power," which includes the power to vote or direct
the voting of such security, or "investment power," which
includes the power to dispose of or to direct the disposition of
such security. A person is also deemed to be a beneficial owner
of any security of which that person has the right to acquire
beneficial ownership within 60 days. Under the rules, more than
one person may be deemed to be a beneficial owner of the same
securities, and a person may be deemed to be a beneficial owner
of securities as to which he has no beneficial interest. For
instance, beneficial ownership includes spouses, minor children
and other relatives residing in the same household, and trusts,
partnerships, corporations or deferred compensation plans which
are affiliated with the principal.
(1) The percentages are based on 1,700,822 shares of Common
Stock outstanding, plus shares of Common Stock which may be
acquired by the beneficial owner, or group of beneficial owners,
within 60 days of March 28, 2000, by exercise of options and/or
warrants. The percentage total differs from the sums of the
individual percentages due to the differing denominators with
respect to each calculation.
(2) Includes 1045 shares held as custodian for Brent Brock,
1000 shares held as custodian for Kristen Brock, 910 shares held
as custodian for Hunter Chess Brock, and 1,024 shares owned by
Mr. Brock's wife, as to all of which Mr. Brock disclaims
beneficial ownership. Does not include 3,000 shares owned by Mr.
Brock's father, and 3,150 shares owned by his mother. Also
includes the right to acquire 21,000 shares pursuant to currently
exercisable warrants and the right to acquire 15,840 shares
pursuant to currently exercisable options.
(3) Includes 40,411 shares owned by Mr. Collins's wife as to
which he disclaims beneficial ownership. Also includes the right
to acquire 25,752 shares pursuant to currently exercisable
warrants.
(4) Includes 18,750 shares owned by Mr. Crawford's wife as to
which he disclaims beneficial ownership, 8,115 shares held as
custodian for his son Gene Scott Crawford and 8,115 shares held
as custodian for his son Phillip Andrew Crawford. Also includes
the right to acquire 30,000 shares pursuant to currently
exercisable warrants.
(5) Includes 4,788 shares owned by Mr. Denham's wife as to
which he disclaims beneficial ownership. Also includes the right
to acquire 18,000 shares pursuant to currently exercisable
warrants.
(6) Includes 3,000 shares owned by his daughter, Mary
Margaret Ewing and 3,000 shares owned by his son, Lloyd Scott
Ewing, as to all of which Mr. Ewing disclaims beneficial
ownership. Also includes the right to acquire 15,000 shares
pursuant to currently exercisable warrants.
(7) Includes 81 shares owned by Mrs. Lovett's daughter, as to
which Mrs. Lovett disclaims beneficial ownership
(8) Includes 5,000 shares owned by Mr. Moore's wife as to
which he disclaims beneficial ownership. Also includes the right
to acquire 36,750 shares pursuant to currently exercisable
warrants.
(9) Includes 1,500 shares owned by Ruth's of Ashburn, Inc.,
900 shares owned by Georgia Produce EXC, Inc. and 24,119 shares
owned by Mrs. Raines's husband, as to all of which Ms. Raines
disclaims beneficial ownership. Also includes the right to
acquire 30,000 shares pursuant to currently exercisable warrants.
(10) Includes 12,300 shares owned by Mr. Walker's wife as to
which he disclaims beneficial ownership. Also includes the right
to acquire 30,000 shares pursuant to currently exercisable
warrants.
(11) Includes the right to acquire 30,000 shares pursuant to
currently exercisable warrants.
(12) Warrants to purchase Common Stock of the Company at the
original offering price were issued to each director of the
Company on the basis of one warrant for each share of Common
Stock that they purchased in the initial offering. The stock
purchase warrants entitle the holder of the warrants to purchase
Common Stock at $3.33 per share at any time during the term of
the particular warrant. One-third of each director's warrants
became vested on August 6, 1990 (the date Community National Bank
opened for business), an additional one-third became vested on
August 6, 1991, and the final one-third became vested on August
6, 1992. One-third of the warrants expires on the tenth
anniversary of these dates, i.e. on August 6, 2000, August 6,
2001 and August 6, 2002, respectively. The warrants exercisable
on or after August 6, 1992, are reflected in the beneficial
ownership table.
COMPLIANCE WITH SECTION 16(a) REPORTING REQUIREMENTS
Section 16(a) of the Exchange Act and related regulations
require the Company's executive officers and directors and
certain persons who own more than 10% of the Common Stock to file
reports of their holdings and transactions in the Common Stock
with the SEC. Based on the Company's records and other
information, the Company believes that all filing requirements
applicable to such persons were complied with in 1999.
INFORMATION ABOUT DIRECTORS
AND EXECUTIVE OFFICERS
The Board of Directors
The Company's Board of Directors oversees the business and
affairs of the Company and the subsidiary banks and monitors the
performance of their management. In accordance with corporate
governance principles, the Board does not involve itself in the
day-to-day operations of the Company. The directors keep
themselves informed through discussions with key executives and
the Company's principal external advisers, including legal
counsel and outside auditors, by reading reports and other
materials that the Company's management sends to them and by
participating in Board and committee meetings.
The Board of Directors of the Company held seven meetings
during the year ended December 31, 1999. Each director attended
at least 75% of the aggregate of such meetings and the meetings
of each Board committee on which he or she served.
The Board of Directors has a standing Audit and Compliance
Committee composed of T. Brinson Brock, Sr., Gene S. Crawford,
Lloyd G. Ewing, Grady E. Moore, S. Ruth Raines and Jimmie Ann
Ward. The Audit and Compliance Committee met independently four
times during the year ended December 31, 1999 in addition to
meeting in conjunction with regular Board meetings. The
Committee has the responsibility of reviewing the financial
statements, evaluating internal accounting controls, reviewing
reports of regulatory authorities and determining that all audits
and examinations required by law are performed. It recommends to
the Board the appointment of the independent auditors for the
next fiscal year, reviews and approves audit plans and reviews
with the independent auditors the results of the audit and
management's response thereto. This Committee also reviews the
adequacy of the internal audit budget and personnel, the internal
audit plan and schedule and results of audits and loan reviews
performed by the internal audit staff. The Audit and Compliance
Committee is responsible for overseeing the entire audit function
and appraising the effectiveness of internal and external audit
efforts.
The Company has a standing Compensation Committee composed
of T. Brinson Brock, Sr., Willis R. Collins, Benny W. Denham, S.
Ruth Raines, Benjamin E. Walker and Freddie J. Weston. The
Committee met twice during the year ended December 31, 1999. The
Compensation Committee makes recommendations to the full Board
about executive compensation and executive officer and director
bonuses.
The Company's Board of Directors does not have a standing
Nominating Committee.
Executive Officers of the Company
The Board of Directors elects executive officers for one-
year terms in May of each year. These are the biographies of the
current executive officers of the Company:
T. Brinson Brock, Sr. - Age 43.
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Mr. Brock has served as the President and Chief Executive
Officer of the Company since June 8, 1999; as Executive Vice
President and Acting Chief Executive Officer between March 24,
1998 and June 7, 1999, and as Secretary of the Company during
November 1989 and May 1998, a director of the Company since
August 1989, President and Chief Executive Officer of Community
National Bank ("CNB") since March 24, 1998, and a director and
Secretary of CNB since August 1990. Mr. Brock raises beef cattle
out of which he places many FFA and 4H show calves for club
members across the state. He also raises quarter and registered
miniature horses, which his children show and sell. He serves as
Vice President of the Turner County Cattlemen's Association. He
is an active member of Georgia Banker's Association Agricultural
Committee and is an instructor in various AIB and bank training
programs. Mr. Brock is a member of both the Turner and Crisp
County Chambers of Commerce. He is a deacon of Ashburn First
Baptist Church.
Ava Lovett - Age 55.
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Ms. Lovett has served as the Secretary of the Company since
May 1998 and as the Senior Vice President and Chief Financial
Officer of CNB since March 24, 1998, and Vice President and
Cashier of CNB since May 1990. Previously, Ms. Lovett served in
various management functions at several other Georgia banks. Ms.
Lovett also served for four years as a financial examiner with
the Georgia Department of Banking and Finance, Atlanta, Georgia
(District Office, Douglas, Georgia).
Compensation of Executive Officers and Directors
1. Executive Officers.
The following table sets forth the compensation paid to the
executive officers of the Company for each of the Company's last
three completed fiscal years:
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Principal Year Salary Bonus Compensation
Position (a) (b) (c) (d) (e)
T. Brinson Brock, Sr., 1999 $115,000 $35,000 $44,349(1)
President and Chief Executive 1998 $113,233 $27,500 $44,981(2)
Officer of the Company 1997 $ 89,000 $27,000 $38,967(3)
Ava Lovett, Secretary of the 1999 $ 85,000 $30,000 $21,408(4)
Company and Senior Vice 1998 $ 80,222 $25,000 $21,063(5)
President and Chief 1997 n/a
Financial Officer of CNB
Long Term Compensation
Securi-
Re- ties and All
stricted Underlying LTIP Other
Stock Options Pay- Compen-
Name and Principal Awards /SARs outs sation
Position (a) (f) (g) (h) (i)
T. Brinson Brock, Sr., $0 0 $0 $0
President and Chief Executive $0 0 $0 $0
Officer of the Company $0 0 $0 $0
Ava Lovett, Secretary of the $0 5,000 $0 $0
Company and Senior Vice President
and Chief Financial Officer of CNB
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(1) Includes $18,907 in profit sharing contributions.
(2) Includes $21,035 in profit sharing contributions.
(3) Includes $17,255 in profit sharing contributions.
(4) Includes $14,031 in profit sharing contributions.
(5) Includes $15,783 in profit sharing contributions.
The Company does not have any Long Term Incentive Plans in
effect.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
In 1999, the Company granted the following stock options to
a named executive officer:
Number of Percent of
Securities Total Options/
Underlying SARs Granted
Options/SARs to Employees Exercise or Expiration
Name Granted in Fiscal Year Base Price Date
(a) (b) (c) (d) (e)
Ava Lovett 5,000 50% $12.00(1) October 1, 2009(1)
(1) One-third of the options vests on October 1, 2000, October 1,
2001, and October 1, 2002, respectively, and expires on October
1, 2007, October 1, 2008 and October 1, 2009, respectively. On
the date of the grant, the market price of the underlying
security was $15.00 per share.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Shares Options/SARs Options/SARs
Acquired at FY-End at FY-End
on Value Exercisable Exercisable
Name Exercise Realized /Unexercisable /Unexercisable
(a) (b) (c) (d) (e)(1)
T. Brinson Brock, Sr. 5,280 $61,617.60 15,840/0 $184,852.80/0
Ava Lovett 0 0 0/5,000 $0/$15,000
(1) Dollar values have been calculated by determining the
difference between the estimated fair market value of the
Company's Common Stock at December 31, 1999 (i.e., $15.00 per
share) and the exercise price of the various options.
Each director of CNB received $500 for each meeting of the
Board of Directors that he or she attended. In addition, each
director who was a member of CNB's Loan Committee received $100
per month and $100 for each Loan Committee meeting that he or she
attended. In December 1999, each director of CNB received a
$2,500 holiday bonus.
In addition, three of the directors, Messrs. Crews, Franklin
and Sheppard, were granted 15,000, 16,000 and 11,000 warrants,
respectively, to purchase shares of Common Stock. This grant was
made, effective October 1, 1999, to these directors in connection
with the organization of Cumberland National Bank ("Cumberland")
and as part of a total grant of 100,000 warrants to the ten
organizers of Cumberland. One third of these warrants will vest
on each of October 1, 2000, October 1, 2001 and October 1, 2002,
respectively, if the grantee satisfies minimum attendance at
meetings of the Cumberland Board of Directors. All unexercised
warrants expire on October 1, 2006.
Certain Relationships and Related Transactions
During 1999, CNB loaned funds to certain of the Company's
executive officers and directors in the ordinary course of
business, on substantially the same terms as those prevailing at
the time for comparable transactions with other customers, and
which did not involve more than the normal risk of collectibility
or present other unfavorable features.
DISCUSSION OF ELECTION OF DIRECTORS
A. General Information
Currently, the Board of Directors is composed of thirteen
members. Directors of the Company are elected at the annual
meeting of the Company's shareholders. The Board of Directors is
divided into three classes, Class I, Class II and Class III,
whose terms are staggered so that approximately one-third of the
Board is elected at each annual meeting of the shareholders.
Under the Company's Amended and Restated Articles of
Incorporation and Bylaws, vacancies occurring on the Board of
Directors between annual meetings may be filled by the vote of a
majority of the directors then in office to serve for the
unexpired term of the director whose vacancy is being filled.
Directors are elected by affirmative vote of the holders of
a majority of the shares of Common Stock entitled to vote and
present by proxy or in person at the Annual Meeting. In tallying
the election results, abstentions and "broker non-votes" will be
disregarded.
Each Proxy that a shareholder executes and returns will be
voted according to its terms. If a Proxy does not otherwise
specify, it will be voted for the election of the nominees named
below. The Company's management has received the consent of the
nominees named in this Proxy Statement and their agreement to
serve as directors if elected.
B. Information Concerning Nominees for Directors
The biography of each nominated director of the Company
follows. Except as otherwise indicated, each nominee has been or
was engaged in his present or last principal occupation, in the
same or a similar position, for more than five years.
Name Age Position with Company and Principal Occupation
Class I (Term would expire in 2003)
T. Brinson
Brock, Sr. 43 Mr. Brock has served as the President and
Chief Executive Officer of the Company since June 8, 1999; as
Executive Vice President and Acting Chief Executive Officer
during March 24, 1998 and June 7, 1999, and as Secretary of the
Company during November 1989 and May 1998, a director of the
Company since August 1989, President and Chief Executive Officer
of the CNB since March 24, 1998, and a director and Secretary of
CNB since August 1990. Mr. Brock raises beef cattle out of which
he places many FFA and 4H show calves for club members across the
state. He also raises quarter and registered miniature horses,
which his children show and sell. He serves as Vice President of
the Turner County Cattlemen's Association. He is an active
member of Georgia Banker's Association Agricultural Committee and
is an instructor in various AIB and bank training programs. Mr.
Brock is a member of both the Turner and Crisp County Chambers of
Commerce. He is a deacon of Ashburn First Baptist Church.
Willis R.
Collins 54 Mr. Collins has served as a director of the
Company since August 1989, and of CNB since August 1990. Mr.
Collins served as a Commissioner of Turner County, Georgia from
1986 to 1993. He organized Cotton Warehouse, Inc. in 1988 and is
a partner and manager of Arabi Gin Company.
Gene Stallings
Crawford 71 Mr. Crawford has served as a director of the
Company since August 1989, and of CNB since August 1990. For
over forty years Mr. Crawford has been active in developing
Crawford Cattle Company, a beef and feeder cattle production
business.
Donald M.
Crews 53 Mr. Crews has served as a director of the
Company since May 1999 and of Cumberland since October 1999. Mr.
Crews has been the owner and operator of Furniture Factory
Outlet, St. Marys, Georgia, since 1985. Mr. Crews also owns and
manages real estate. Mr. Crews is a past director of the
Camden/Kingsbay Chamber of Commerce and the Camden/Kingsbay Navy
League and has served for four years on the Better Business
Committee for Camden County.
Benny Warren
Denham 69 Mr. Denham has served as a director of the
Company since August 1989, and of CNB since August 1990. Mr.
Denham is a co-owner of Denham Farms and has operated this
farming business since 1951. Mr. Denham has been a director of
Oglethorpe Power Company since 1988 and serves as its Vice-
Chairman. Mr. Denham serves on the Georgia Electric Membership
Corporation Executive Committee and is a past President. He is
also director of Irwin Electric Membership Corporation and served
as Chairman for several years. Mr. Denham served as a
Commissioner of Turner County, Georgia from 1980 to 1990.
The Board recommends that you vote "FOR" the election of all
five nominees for director.
INDEPENDENT PUBLIC ACCOUNTANTS
Francis & Company, CPAs served as the Company's independent
accounting firm for the year ended December 31, 1999, and has
been selected to serve as the independent accounting firm for the
current fiscal year. Representatives of Francis & Company, CPAs
are not expected to be present at the Annual Meeting.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Company's management knows of no matters other than
those above that are to be brought before the 2000 Annual
Meeting. However, if any other matter should be presented for
consideration and voting at the Annual Meeting or any adjournment
thereof, it is the intention of the person named in the enclosed
form of Proxy to vote the Proxy in accordance with his judgment
of what is in the best interest of the Company.
INFORMATION ABOUT SHAREHOLDER PROPOSALS
If you wish to submit proposals to be included in the
Company's 2001 Proxy Statement, the Company must receive them on
or before Wednesday, December 1, 2000. Please address your
proposals to Mr. Brock at the Company.
Under the Company's Bylaws, if you wish to nominate
directors or bring other business before the shareholders:
* You must notify the Company's Secretary in writing not less than 60 or
more than 90 days before the Annual Meeting.
* If the Company gives you fewer than 40 days' notice or prior public
disclosure of the meeting date, however, you may notify the Company
within 10 days after the notice was mailed or publicly disclosed.
* Your notice must contain the specific information that the Company's
Bylaws require.
Please note that these requirements relate only to matters
that you wish to bring before your fellow shareholders at an
Annual Meeting. They are separate from the SEC's requirements to
have your proposal included in the Company's proxy statement.
If you would like a copy of the Company's Bylaws, the
Company will send you one without charge at your request.
BY ORDER OF
THE BOARD OF DIRECTORS
/S/ T. Brinson Brock, Sr.
--------------------------------------
T. Brinson Brock, Sr.
President and Chief Executive Officer
PROXY
COMMUNITY NATIONAL This Proxy is Solicited on Behalf of the
BANCORPORATION Board of Directors. The undersigned
hereby appoints T. Brinson Brock, Sr.,
561 East Washington as Proxy with the power to appoint his
Avenue substitute, and hereby authorizes him to
Ashburn, Georgia represent and to vote as designated
31714 below all the shares of common stock of
Community National Bancorporation held
of record by the undersigned on March
28, 2000, at the Annual Meeting of
Shareholders to be held on May 10, 2000,
or any adjournment thereof.
ELECTION OF DIRECTORS (The Board of Directors recommends a vote
"FOR" all nominees listed below.)
[ ] FOR all nominees listed below (except [ ] WITHHOLD AUTHORITY [ ] ABSTAIN
as marked to the contrary below) for all nominees
listed below.
Class I
(Terms expiring 2003)
T. Brinson Brock, Sr.
Willis R. Collins
Gene Stallings Crawford
Donald M. Crews
Benny Warren Denham
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
---------------------------------------------
IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
[ ] YES [ ] NO
This Proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction
is made, this Proxy will be voted FOR the election of all listed
nominees and, at the Proxy's direction, on any other matter that
may properly come before the Annual Meeting.
Please sign exactly as name appears below. When joint tenants
hold shares, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
__________________________, 2000
PLEASE MARK, SIGN, DATE AND RETURN Date
THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
_________________________________
Signature
_________________________________
Signature if held jointly
