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Exhibit 3
ARTICLES
OF
INCORPORATION
OF
FIRST COMMUNITY BANCSHARES, INC.
FIRST: The name of this corporation is First Community Bancshares, Inc.
SECOND: The registered agent for the corporation is CSC Services of Nevada,
Inc., whose street address and mailing address are 502 East John
Street, Carson City, NV 89706.
THIRD: The purpose or purposes for which this corporation is organized are as
follows:
To own, buy, acquire, sell, exchange, assign, lease and deal in and
with real and personal property and any interest or right therein;
To own, buy, acquire, sell, exchange, assign, pledge and deal with
voting stock, non-voting stock, notes, bonds, evidences of indebtedness
and rights and options in and to other corporate and non-corporate
entities, and to pay therefor in whole or in part in cash or by
exchanging therefor stocks, bonds, or other evidences of indebtedness
or securities of this or any other corporation, and while the owner or
holder of any such stocks, bonds, debentures, notes, evidences of
indebtedness or other securities, contracts, or obligations, to
receive, collect, and dispose of the interest, dividends and income
arising from such property, and to possess and exercise in respect
thereof, all the rights, powers and privileges of ownership, including
all voting powers on any stocks so owned.
To borrow money without limit as to amount; and
To engage in any lawful act or activity for which corporations may be
organized under the laws of the State of Nevada.
FOURTH: The total number of shares of stock which the corporation shall have
authority to issue is Ten Million (10,000,000) shares of Common Stock,
all of a par value of One Dollar ($1.00) each, and One Million
(1,000,000) shares of preferred stock, whose par or face value, voting
powers, designations, preferences, interest rate, limitations,
restrictions and relative rights shall be determined from time to time
by resolution of the Board of Directors of the corporation.
FIFTH: The name and post office address of the incorporator is as follows:
NAME POST OFFICE ADDRESS
---- -------------------
Eugene E. Derryberry P.O. Box 40013
Roanoke, VA 24038
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SIXTH: The members of the corporation's governing board shall be styled as
directors. The initial directors of the corporation shall consist of 12
persons, divided into the aforesaid classes as follows:
Class A
Allen T. Hamner 3 Lincoln Way
Buckhannon, WV 26201
B.W. Harvey c/o Acme Markets
P.O. Box 1457
Bluefield, WV 24701
John M. Mendez #6 Sandrine Pointe
Princeton, WV 24740
Harold Wood Box 97
Flat Top, WV 25841
Class B
Sam Clark State Farm Insurance
Box 700
Oceana, WV 24870
Robert E. Perkinson, Jr. MAPCO Coal, Inc.
P.O. Box 1349
Bluefield, VA 24605
William P. Stafford Princeton Machinery Service
HC 71, Box 6
Princeton, WV 24740
W.W. Tinder, Jr. Tinder Enterprises
P.O. Box 980
Bluefield, WV 24701
Class C
James L. Harrison, Sr. P.O. Box 5462
Princeton, WV 24740
I. Norris Kantor Katz, Kantor & Perkins
P.O. Box 727
Bluefield, WV 24701
A.A. Modena 4 Windsor Circle Drive
Bluefield, VA 24605
William P. Stafford, II Brewster, Morhous & Cameron
P.O. Box 529
Bluefield, WV 24701
The number of directors of the corporation, not less than 12, shall be
fixed in accordance with the Bylaws. Directors shall be divided into
three classes (A, B and C). The initial term of office for directors in
Classes A, B and C shall expire at the Annual Meeting of Stockholders
in 1998, 1999 and 2000, respectively. At each Annual Meeting of
Stockholders, directors for the class whose term then expires shall be
elected for a term of office to expire at the third succeeding Annual
Meeting of Stockholders after election, and shall continue to hold
office until their respective successors are elected and qualify. In
the event of any increase or decrease in the number of directors fixed
by the
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Bylaws, all classes of directors shall be increased or decreased as
equally as possible. No person who has attained the age of 70 years
shall be elected or appointed as a director of this corporation;
provided, however, that every person, otherwise eligible, who was
serving as a director of the corporation on December 31, 1990, shall
continue to be eligible for re-election as a director of the
corporation regardless of age.
All vacancies on the Board of Directors, including those resulting from
an increase in the authorized number of directors, shall be filled by
the affirmative vote of a majority of the directors then in office,
whether or not a quorum. Each director so chosen shall hold office
until the expiration of the term of the class to which his position has
been assigned. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director. No
director may be removed from office except for cause relating to the
proper performance of his duties as a director and then only by the
affirmative vote of the holders of more than two-thirds of the stock of
the corporation then outstanding and entitled to vote thereon (without
voting by class) at a meeting duly called for that purpose.
The affirmative vote of the holders of more than two-thirds of the
stock of the corporation then outstanding and entitled to vote thereon
(without voting by class) shall be required to amend or repeal this
Article or adopt any provision inconsistent herewith.
SEVENTH:
Section 1. The corporation shall not be governed by the provisions of
Nevada Revised Statutes 78.411 to 78.444, inclusive. The provisions of
this Article shall govern in lieu thereof. For the purposes of this
Article:
(A) The Term "Business Combination" means any of the following
transactions:
(i) Any merger or consolidation of the corporation or any
Subsidiary with or into any Interested Stockholder,
or
(ii) Any sale, lease, exchange, transfer, or other
disposition (in one transaction or a series of
related transactions) to or with any Interested
Stockholder of any assets of the corporation or any
Subsidiary when such assets have an aggregate fair
market value of $5,000,000 or more; or
(iii) The issuance or transfer to any Interested
Stockholder by the corporation or any Subsidiary (in
one transaction or a series of transactions) of any
equity securities of the corporation or any
Subsidiary where any such equity securities have an
aggregate fair market value of $5,000,000 or more; or
(iv) The adoption of any plan or proposal for the
liquidation or dissolution of the corporation; or
(v) Any agreement, contract, or other arrangement
providing for any of the transactions described in
this definition of a "Business Combination".
(B) A "Person" means any individual, firm, corporation, or other
entity.
(C) "Interested Stockholder" means (i) any person (other than the
corporation, a Subsidiary of the corporation, or any
profit-sharing, employee stock ownership or employee benefit
plan of the corporation or a Subsidiary of the corporation, or
any trustee of a fiduciary with respect to any such plan
acting in such capacity) that is the direct or indirect
beneficial owner (as defined in Rule 13d-3 and Rule 13d-5
under the Securities Exchange Act of 1934
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("1934 Act") as in effect on January 1, 1990) of 15 percent
(15%) or more of the outstanding capital stock of the
corporation entitled to vote for the Election of Directors,
and (ii) any Affiliate or Associate of any such person,
including any corporation which after the transaction in
question would be an Interested Stockholder.
(D) "Affiliate" and "Associate" shall have the respective meanings
given those terms in Rule 12b-2 of the General Rules and
Regulations under the 1934 Act, as in effect on January 1,
1990.
(E) "Subsidiary" means any business entity, fifty percent (50%) or
more of which is directly or indirectly owned by the
corporation.
(F) "Continuing Director" means any member of the Board of
Directors of the corporation who is neither an Interested
Stockholder nor affiliated with, proposed or nominated by, or
controlled by an Interested Stockholder.
Section 2. If the provisions of Section 3 of this Article have not been
satisfied, any Business Combination shall require the affirmative vote,
in person or by proxy, of the holders of more than eight-five percent
(85%) of the stock, or the maximum allowed by law, if less, of the
corporation then outstanding and entitled to vote (without voting by
class). Such affirmative vote shall be required notwithstanding the
fact that no vote may be required, or that some lesser percentage may
be specified, by law or in any agreement of the corporation with any
national securities exchange or otherwise.
Section 3. Any Business Combination shall require only such affirmative
vote by the holders of all classes of the capital stock of the
corporation ("Holders") as is required by applicable law and any other
provision of the Certificate of Incorporation of the corporation,
exclusive of Section 2 of this Article, if the conditions of either
Subparagraph (A) or (B) are met;
(A) The Business Combination has been approved by a vote of a
majority of all the directors, and by a vote of a majority of
all the Continuing Directors; or
(B) All of the following conditions have been satisfied:
(1) The Holders shall receive an aggregate amount of (i)
cash and (ii) fair market value (as of the date of
the consummation of the Business Combination) of
consideration other than cash, at least equal to the
greater of (i) the highest per share price (including
any brokerage commissions, transfer taxes, and fees)
paid by the Interested Stockholder for any shares of
such class or series of stock acquired by the
Interested Stockholder, or (ii) in the case of
preferred stock, the highest preferential amount per
share applicable to such stock; and
(2) The consideration to be received by Holders of any
class or series of outstanding common or preferred
stock shall be in cash or in the same form as the
Interested Stockholder has previously paid for shares
of such class or series of stock. If the Interested
Stockholder has paid for shares of any class or
series of stock with varying forms of consideration,
the form of consideration given for such class or
series of stock in the Business Combination shall be
either cash or the form used to acquire the largest
number of shares of such class or series of stock
previously acquired by the Interested Stockholder;
and
(3) A proxy statement complying with the requirements of
the 1934 Act and the rules and regulations thereunder
(or any subsequent provisions replacing the 1934 Act
and such rules and regulations) shall be mailed to
the stockholders of the
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corporation at least 30 days prior to the holding of
any meeting of stockholders of the corporation to
vote upon the Business Combination (whether or not
such proxy or information statement is required
pursuant to the 1934 Act or any subsequent
provisions) which shall contain in the forepart
thereof in a prominent place any recommendations as
to the advisability (or inadvisability) of the
Business Combination which the Continuing Directors
may choose to state and, if deemed advisable by a
majority of the Continuing Directors, an opinion of a
reputable investment banking firm as to the fairness
(or lack of fairness) of the terms of such Business
Combination from the point of view of the Holders of
any class of voting stock of the corporation other
than the Interested Stockholder (such investment
banking firm to be selected by a majority of the
Continuing Directors, to be furnished with all
information it reasonably requests, and to be paid by
the corporation a reasonable fee for its services
upon receipt by the corporation of such opinion).
Section 4. A majority of the Continuing Directors shall have the power
to make all determinations with respect to this Article including
without limitation determining the transactions that are Business
Combinations, the persons who are Interested Stockholders, the time at
which an Interested Stockholder became an Interested Stockholder, the
fair market value of any assets, securities, or other property, and
whether a person is an Affiliate or Associate of another; and any such
determinations of such Continuing Directors shall be conclusive and
binding.
Section 5. Nothing contained in this Article shall be construed to
relieve any Interested Stockholder from any fiduciary obligation
imposed by law.
Section 6. Notwithstanding any other provisions of the Certificate of
Incorporation or of the Bylaws of the corporation (and in addition to
any other vote that may be required by law or of the Bylaws of the
corporation), the affirmative vote of the Holders or more than 85% of
the stock of the corporation then outstanding and entitled to vote
(without voting by class) shall be required in order to amend or repeal
this Article or adopt any provision inconsistent herewith.
EIGHTH: (a) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to be the best interests of the
corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
(b) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including amounts paid in
settlement and attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been finally adjudged to be liable
to the corporation unless and only to the extent that an appropriate
court shall determine upon application that, despite the adjudication
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of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnify for such expenses
as the court shall deem proper.
(c) Any indemnification under subsections (a) and (b) of this Article
(unless ordered by the court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this Article. Such
determination shall be made (1) by the Board of Directors by a majority
vote of a quorum constituting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable,
or, even if obtainable a quorum of disinterested Directors so directs,
by independent legal counsel in a written opinion, or (3) by the
stockholders.
(d) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding shall be paid by the corporation as
incurred and in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined by a court of competent jurisdiction that he is not entitled
to be indemnified by the corporation as authorized in this section.
Such expense incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the Board of Directors deems
appropriate.
(e) The corporation may (but need not) purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or expenses incurred by him
in any such capacity, or arising out of this status as such, whether or
not the corporation would have the power to indemnify him against such
liability under this section.
(f) No director of the corporation shall be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty
as a director, provided that such provision shall not eliminate or
limit the liability of a director; (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions which involve intentional misconduct, fraud or a knowing
violation of law; (iii) for the payment of any distribution in
violation of Nevada Revised Statute 78.300; or (iv) for any transaction
from which the director derived an improper personal benefit.
Date: July 24, 1997 /s/ Eugene E. Derryberry
-------------------------
Eugene E. Derryberry,
Incorporator
Commonwealth of Virginia
City of Roanoke
Subscribed and sworn to before me in my jurisdiction aforesaid this
25th day of July, 1997.
/s/ Leigh S. Holland
-------------------------
Notary Public
My commission expires: 09/30/1998
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FIRST COMMUNITY BANCSHARES, INC.
CERTIFICATE OF AMENDMENT
1. The name of the corporation is FIRST COMMUNITY BANCSHARES, INC.
2. Article Fourth of the Articles of Incorporation is amended to read as
follows:
FOURTH: The total number of shares of stock which the corporation shall have
authority to issue is Fifteen Million (15,000,000) shares of Common Stock, all
of a par value of One Dollar ($1.00) each, and One Million (1,000,000) shares of
preferred stock, whose par or face value, voting powers, designations,
preferences, interest rate, limitations, restrictions and relative rights shall
be determined from time to time by resolution of the Board of Directors of the
corporation.
3. Pursuant to Section 78.390 of the Nevada Revised Statutes, the undersigned
President and Secretary of the corporation hereby certify that the holders of
5,828,158 shares voted in favor of the amendment, the holders of 259,051 shares
voted against the amendment, and the holders of 1,045 shares abstained.
Accordingly, the holders of at least a majority of the voting power did vote in
favor of the proposed amendment.
Date: May 12, 2000
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FIRST COMMUNITY BANCSHARES, INC.
By: /s/ James L. Harrison Sr.
--------------------------
President
By: /s/ John M. Mendez
--------------------------
Secretary
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