EX-3 2 gsb8k-tarp12_9ex3.txt Exhibit 3 STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF AMENDMENT TYPE OR PRINT CLEARLY IN BLACK INK Pursuant Section 33-10-106 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: 1. The name of the corporation is GrandSouth Bancorporation 2. Date of Incorporation: June 7, 2000 3. Agent's Name and Address: Ronald K. Earnest 381 Halton Road Greenville, SC 29607 4. On January 20, 2010, the corporation adopted the following Amendment(s) of its Articles of Incorporation: (Type or attach the complete text of each Amendment) See Annex A attached hereto. 5. The manner, if not set forth in the Amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert "not applicable" or "NA"). 6. Complete either "a" or "b," whichever is applicable. a. [x] Amendment(s) adopted by shareholder action. At the date of adoption of the Amendment(s), the number of outstanding shares of each voting group entitled to vote separately on the Amendment(s), and vote of such shares was:
Number of Number of Number of Votes Number of Undisputed Voting Outstanding Votes Entitled Represented at Shares Group Shares to be Cast the Meeting For or Against ----- ------ ---------- ----------- ------------------- Common 3,573,695 3,573,695 2,484,211 2,459,828 22,522
GrandSouth Bancorporation NAME OF CORPORATION Note: Pursuant to Section 33-10-106(6)(i), of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of disputed shares cast for the amendment by each voting group together with a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group. b. [ ] The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Sections 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code of Laws, as amended, and shareholder action was not required. 7. Unless a delayed dated is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (See Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended) 5:00 PM, February 12, 2010 Date February 12, 2010 GrandSouth Bancorporation Name of Corporation S/Ronald K. Earnest ------------------------------------------- Signature Ronald K. Earnest, President ------------------------------------------- Type or Print Name and Office DOM-ARTICLES OF AMENDMENT FORM REVISED BY SOUTH CAROLINA SECRETARY OF STATE, JANUARY 2000 ANNEX A TEXT OF AMENDMENT TO ARTICLES OF INCORPORATION of GrandSouth Bancorporation The Articles of Incorporation of GrandSouth Bancorporation are hereby amended to add the following Article 7: 7. Reclassification of Shares. (a) Series A Preferred Stock. At the effective time of the filing of the Articles of Amendment containing this amendment with the Secretary of State of South Carolina, each share of Common Stock outstanding at the effective time owned by a shareholder of record who owns less than 2,001 shares of Common Stock shall, by virtue of the filing of the Articles of Amendment and without any action on the part of the holders thereof, be reclassified as Series A Preferred Stock, on the basis of one share of Series A Preferred Stock per each share of Common Stock so reclassified, which shares of Series A Preferred Stock shall thereupon be duly issued and outstanding, fully paid and non-assessable. (b) Common Stock. Each share of Common Stock outstanding at such effective time owned by a shareholder of record who own 2,001 or more shares of such Common Stock shall not be reclassified and shall continue in existence as an outstanding share of Common Stock.