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EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION OF FIRST STERLING BANKS, INC.
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RESTATED
ARTICLES OF INCORPORATION
OF
FIRST STERLING BANKS, INC.
1.
The name of the Corporation is: "First Sterling Banks, Inc."
2.
The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
3.
The object of the Corporation is pecuniary gain and profit, and the
Corporation is formed for the purpose of becoming and operating as a bank
holding company and engaging in such related and permissible activities in
connection therewith as the Board of Directors may from time to time specify by
resolution.
4.
The Corporation shall have authority to issue Fifty Million
(50,000,000) shares of common stock (the "Common Stock").
5.
The initial registered office of the Corporation shall be at 1200
Barrett Parkway, Kennesaw, Georgia 30144. The initial registered agent of the
Corporation at such address shall be Edward C. Milligan.
6.
The mailing address of the initial principal office of the Corporation
is 1200 Barrett Parkway, Kennesaw, Georgia 30144.
7.
(a) The Board of Directors shall be divided into three (3) classes,
Class I, Class II and Class III which shall be as nearly equal in number as
possible. Following the merger of Main Street Banks Incorporated into the
Corporation, each director in Class I shall be elected to an initial term of one
(1) year, each director in Class II shall be elected to an initial term of two
(2) years, each director in Class III shall be elected to an initial term of
three (3) years, and each director shall serve until the election and
qualification of his or her successor or until his or her earlier resignation,
death or removal from office. Upon the expiration of the initial terms of office
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for each Class of directors, the directors of each Class shall be elected for
terms of three (3) years, to serve until the election and qualification of their
successors or until their earlier resignation, death or removal from office. A
director shall be elected by a majority of the votes entitled to be cast in the
election at a meeting at which a quorum is present.
(b) Unless two-thirds (2/3rds) of the directors then in office shall
approve the proposed change, this Article 7 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3rds) of the
issued and outstanding shares of the Corporation entitled to vote in an election
of directors, at any regular or special meeting of the shareholders, and notice
of the proposed change must be contained in the notice of the meeting.
8.
(a) Except as provided in paragraph (b) of this Article 8, the Board of
Directors shall have the right to adopt, amend or repeal the bylaws of the
Corporation by the affirmative vote of a majority of all directors then in
office, and the shareholders shall have such right by the affirmative vote of a
majority of the issued and outstanding shares of the Corporation entitled to
vote in an election of directors.
(b) Notwithstanding paragraph (a) of this Article 8, any amendment of
the bylaws of the Corporation changing the number of directors shall require the
affirmative vote of two-thirds (2/3rds) of the issued and outstanding shares of
the Corporation entitled to vote in an election of directors, at any regular or
special meeting of the shareholders, and notice of the proposed change must be
contained in the notice of the meeting.
9.
(a) At any shareholders' meeting with respect to which notice of such
purpose has been given, the entire Board of Directors or any individual director
may be removed without cause only by the affirmative vote of the holders of at
least two-thirds (2/3rds) of the issued and outstanding shares of the
Corporation entitled to vote in an election of directors.
(b) At any shareholders' meeting with respect to which notice of such
purpose has been given, the entire Board of Directors or any individual director
may be removed with cause by the affirmative vote of the holders of at least a
majority of the issued and outstanding shares of the Corporation entitled to
vote in an election of directors; and the Board of Directors may remove a
director for cause by the affirmative vote of a majority of all the directors
then in office.
(c) For purposes of this Article 9, a director of the Corporation may
be removed for cause if: (i) the director has been convicted of a felony; (ii)
any bank regulatory authority having jurisdiction over the Corporation requests
or demands the removal; (iii) he is adjudicated an incompetent by a court; (iv)
at least two-thirds (2/3rds) of the directors of the Corporation then in office,
excluding the director to be removed, determine that the director's conduct has
been inimical to the best interest of the Corporation; or (v) he was an employee
or duly elected officer of the Corporation or any of its subsidiaries and was
discharged or resigned at the request of the Board of Directors of the
Corporation or any of its subsidiaries for reasons relating to the
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performance of his duties as an employee or officer of the Corporation or any
of its subsidiaries.
(d) Unless two-thirds (2/3rds) of the directors then in office shall
approve the proposed change, this Article 9 may be amended or rescinded only by
the affirmative vote of the holder of at least two-thirds (2/3rds) of the issued
and outstanding shares of the Corporation entitled to vote in an election of
directors, at any regular or special meeting of the shareholders, and notice of
the proposed change must be contained in the notice of the meeting.
10.
(a) A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages, for breach of any duty as
a director, except for liability for:
(i) any appropriation, in violation of his or her duties,
of any business opportunity of the Corporation;
(ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(iii) the types of liability set forth in Section 14-2-832
of the Georgia Business Corporation Code dealing with
unlawful distributions of corporate assets to
shareholders; or
(iv) any transaction from which the director derived an
improper material tangible personal benefit.
(b) Any repeal or modification of this Article by the shareholders of
the Corporation shall be prospective only and shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.
(c) Unless two-thirds (2/3rds) of the directors then in office shall
approve the proposed change, this Article 10 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3rds) of the
issued and outstanding shares of the Corporation entitled to vote thereon, at
any regular or special meeting of the shareholders, and notice of the proposed
change must be contained in the notice of the meeting.
11.
Any action required by law or by the Bylaws of the Corporation to be
taken at a meeting of the shareholders of the Corporation, and any action which
may be taken at a meeting of the shareholders, may be taken without a meeting if
a written consent, setting forth the action so taken, shall be signed by persons
entitled to vote at a meeting those shares having sufficient voting power to
cast not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
were present and voted. Notice of such action without a meeting by less than
unanimous written consent shall be
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given within ten (10) days after taking such action to those shareholders of
record on the date when the written consent is first executed and whose
shares were not represented on the written consent.
12.
(a) Except as set forth in subparagraph (b) of this Article, the
affirmative vote of the holders of at least two-thirds (?rds) of the issued and
outstanding shares of the Corporation entitled to vote thereon shall be required
to approve:
(i) any merger or share exchange of the Corporation with
or into any other corporation; or
(ii) any sale, lease, exchange or other disposition of all
or substantially all of the assets of the Corporation
to any other corporation, person or other entity.
(b) The provisions of this Article shall not apply to any merger, share
exchange or sale, lease, exchange or other disposition of all or substantially
all of the assets of the Corporation if more than two-thirds (?rds) of the
directors of the Corporation then in office have approved any such transaction.
(c) Unless two-thirds (2/3rds) of the directors then in office shall
approve the proposed change, this Article 12 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3rds) of the
issued and outstanding shares of the Corporation entitled to vote thereon at any
regular or special meeting of the shareholders, and notice of the proposed
change must be contained in the notice of the meeting.
13.
(a) The Board of Directors, when evaluating any offer of another
party (i) to make a tender offer or exchange offer for any equity security of
the Corporation, (ii) to merge or consolidate any other corporation with the
Corporation, or (iii) to purchase or otherwise acquire all or substantially
all of the assets of the Corporation, shall, in determining what is in the
best interests of the Corporation and its shareholders, give due
consideration to all relevant factors, including without limitation: (A) the
short-term and long-term social and economic effects on the employees,
customers, shareholders and other constituents of the Corporation and its
subsidiaries, and on the communities within which the Corporation and its
subsidiaries operate (it being understood that any subsidiary bank of the
Corporation is charged with providing support to and being involved in the
communities it serves); and (B) the consideration being offered by the other
party in relation to the then-current value of the Corporation in a freely
negotiated transaction and in relation to the Board of Directors'
then-estimate of the future value of the Corporation as an independent entity.
(b) Unless two-thirds (2/3rds) of the directors then in office shall
approve the proposed change, this Article 13 may be amended or rescinded only by
the affirmative vote of the holders
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of at least two-thirds (2/3rds) of the issued and outstanding shares of the
Corporation entitled to vote therein, at any regular or special meeting of
the shareholders, and notice of the proposed change must be contained in the
notice of the meeting.
14.
Should any provision of these Articles of Incorporation, or any clause
hereof, be held to be invalid, illegal or unenforceable, in whole or in part,
the remaining provisions and clauses of these Articles of Incorporation shall
remain valid and fully enforceable.
15.
The name and address of the incorporator of the Corporation is:
Edward C. Mi1ligan
1200 Barrett Parkway
Kennesaw, Georgia 30144
IN WITNESS WHEREOF, the undersigned has caused these Articles of
Incorporation to be executed, this 24th day of May, 2000.
/s/ Edward C. Milligan
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Edward C. Milligan
President and Chief Executive Officer
MILLER & MARTIN LLP
1275 Peachtree Street, N.E.
Suite 700
Atlanta, Georgia 30309
404/962-6100
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