-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BwlggIkWAjXFwBvAmYe0v7y6yezooXbH3dTZ7UYUBl/9XvAqiVhRD0RMcQswiyjD 84FhIAOVZeBi/mP55+fUUw== 0000916641-01-500685.txt : 20010703 0000916641-01-500685.hdr.sgml : 20010703 ACCESSION NUMBER: 0000916641-01-500685 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010630 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAMPTON ROADS BANKSHARES INC CENTRAL INDEX KEY: 0001143155 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 541408074 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-64346 FILM NUMBER: 1673600 BUSINESS ADDRESS: STREET 1: 201 VOLVO PARKWAY CITY: CHESAPEAKE STATE: VA ZIP: 23320 BUSINESS PHONE: 7574361000 MAIL ADDRESS: STREET 1: 201 VOLVO PARKWAY CITY: CHESAPEAKE STATE: VA ZIP: 23320 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 30, 2001 ------------------------- HAMPTON ROADS BANKSHARES, INC. (Exact Name of registrant as specified in its charter) Virginia 54-1408074 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 201 Volvo Parkway, Chesapeake, Virginia 23320 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (757) 436-1000 ------------------------------ N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 2. - Acquisition or Disposition of Assets On April 24, 2001, the shareholders of The Bank of Hampton Roads approved an Agreement and Plan of Reorganization, dated as of March 13, 2001 and related Plan of Share Exchange (the "Agreement") which provided for the reorganization of The Bank of Hampton Roads (the "Bank") under a bank holding company structure. Hampton Roads Bankshares, Inc. (the "Holding Company") was organized to serve as the holding company for the Bank. On June 30, 2001, the effective date of the reorganization, all of the common stock, $0.625 par value of the Bank (the "Bank Stock") was converted into common stock, $0.625 par value, of the Holding Company (the "Holding Company Common Stock") on a one share for one share exchange basis, making the Bank a wholly owned subsidiary of the Holding Company (the "Reorganization"). In order to effect the Reorganization, the Holding Company issued approximately 7,506,276 shares of Holding Company Common Stock. The Holding Company did not engage in any business activity prior to the effective date of the Reorganization, and its only significant asset at the present time is its investment in the Bank. The operations of the Bank will continue in substantially the same manner as conducted by the Bank immediately prior to the Reorganization. The management of the Bank did not change as a result of the Reorganization and the individuals elected to serve as directors of the Holding Company served and currently serve as directors of the Bank. The Bank Stock was previously registered under (S) 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Board of Governors of the Federal Reserve System. Pursuant to Rule 12g-3(a) promulgated under the Exchange Act, the Holding Company Common Stock is deemed automatically registered under the Exchange Act. Item 7. Financial Statements and Exhibits The following exhibits are filed as a part of this report: Exhibit No. Item 2 Agreement and Plan of Reorganization and Plan of Share Exchange, dated March 13, 2001 3.1 Articles of Incorporation for Hampton Roads Bankshares, Inc. 3.2 Bylaws for Hampton Roads Bankshares, Inc. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HAMPTON ROADS BANKSHARES, INC. Date: June 30, 2001 By /s/ Jack W. Gibson ------------------------------ Jack W. Gibson, President and Chief Executive Officer EX-2 2 dex2.txt AGREEMENT AND PLAN OF REORGANIZATION EXHIBIT 2 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of March 13, 2001, by and between Hampton Roads Bankshares, Inc., a proposed bank holding company organized under the laws of Virginia, with its principal office in Chesapeake, Virginia (the "Holding Company"), and The Bank of Hampton Roads, a banking corporation organized under the laws of the Commonwealth of Virginia, with its main office in Chesapeake, Virginia (the "Bank") (the Holding Company and Bank collectively the "Constituent Corporations"). WITNESSETH: The respective Boards of Directors of the Holding Company and the Bank have resolved that the reorganization of the Bank under a holding company structure, pursuant to a statutory share exchange transaction under the Virginia Stock Corporation Act (the "Share Exchange") in which the Bank will become a wholly- owned subsidiary of the Holding Company, is in the respective best interests of the Constituent Corporations and their shareholders. To that end, each such Board has approved this Agreement and Plan of Reorganization. NOW THEREFORE, in consideration of the mutual agreements set forth herein, the Constituent Corporations agree as follows: 1. The Share Exchange. At the Effective Date of the Share Exchange, the Bank shall become a banking subsidiary of the Holding Company. The Share Exchange shall be effective upon the issuance of a Certificate of Share Exchange by the Virginia State Corporation Commission upon filing of a Plan of Share Exchange by the Constituent Corporations, substantially in the form attached hereto as Appendix I. 2. Name; Articles of Incorporation; Bylaws; Offices. At the Effective Date, the respective names, articles of incorporation and bylaws of the Holding Company and Bank will not change. The main offices and branches of the Holding Company and Bank immediately prior to the Share Exchange shall not change as a result of the Share Exchange. 3. Conversion of Shares. Upon, and by reason of, the Share Exchange becoming effective pursuant to the issuance of a Certificate of Share Exchange by the Virginia State Corporation Commission (the "Effective Date"), no cash shall be allocated to the shareholders of the Bank, and stock shall be issued and allocated as follows: (a) Each of the issued and outstanding shares of common stock of the Bank ("Bank Common Stock") shall for all corporate purposes, and without any action on the part of the holder thereof, automatically become and be converted into one share of common stock of the Holding Company ("Holding Company Common Stock"). Outstanding certificates representing shares of Bank Common Stock will thereafter represent an equal number of shares of Holding Company Common Stock. (b) Shares of Bank Common Stock issued and outstanding shall, by virtue of the Share Exchange, continue to be issued and outstanding shares held by the Holding Company. 4. Conversion of Stock Options. At the Effective Date, each unexercised and theretofore unexpired outstanding option to purchase Bank Common Stock shall be automatically exchanged for a new option to acquire, for the same aggregate exercise price and under the same terms, the same number of shares of Holding Company Common Stock. As soon as practicable thereafter, the Holding Company will issue instruments representing new options to acquire Holding Company Common Stock. Instruments representing Bank options may at any time thereafter be surrendered to the Bank, acting as exchange agent, or such other or additional exchange agent as the Bank may select (together with any transmittal materials or endorsements required by the exchange agent). Each holder of Bank options, upon the surrender of such instruments representing Bank options to the Holding Company duly endorsed for transfer, will be entitled to receive in exchange therefor replacement instrument(s) representing the aforementioned number of Holding Company options, but holders will not be required to surrender such Bank options. 5. Capital of the Bank. The capital, surplus and undivided profits of the Bank at the Effective Date will be equal to the capital structure of the Bank at December 31, 2000, adjusted, however, for capital contributions, normal earnings and expenses, and other capital changes between December 31, 2000, and the Effective Date. 6. Board of Directors; Officers. (a) At the Effective Date, the members of the boards of directors of the Bank and the Holding Company shall continue in office as the directors of the Bank and the Holding Company, respectively, except as otherwise determined in the discretion of the Boards prior to the Effective Date, until the next annual meeting or until such time as their successors have been elected and qualified. (b) At the Effective Date, the respective officers of the Bank and the Holding Company shall continue to serve in their then current positions until such time as their successors have been elected or appointed. 7. Rights of Dissenting Shareholders. Shareholders of the Bank who dissent from the Share Exchange will be entitled to the dissenters' rights and remedies set forth in Article 15 of the Virginia Stock Corporation Act, Sections 13.1-729 et sec. 8. Conditions to the Share Exchange. Consummation of the Share Exchange is conditioned upon (i) the approval of this Agreement by the affirmative vote of the shareholders owning more than two-thirds of the outstanding shares of common stock of the Bank at a meeting to be held on the call of its board of directors, (ii) the receipt of the required regulatory approvals, and (iii) the receipt of an opinion of counsel as to the tax-free nature of the transaction. Upon the satisfaction of the foregoing conditions, the Share Exchange shall become effective at the time specified in a Certificate of Share Exchange to be issued by the Virginia State Corporation Commission approving the Share Exchange. 9. Termination. This Agreement may be terminated by the unilateral action of either of the boards of directors of the Bank or the Holding Company prior to the approval of the Agreement by the Bank's shareholders or by the mutual consent of the respective boards of directors of the Bank and the Holding Company after the Bank's shareholders approve the transaction. Upon termination for any reason, this Agreement shall be void and of no further effect, and there shall be no liability by reason of this Agreement or the termination thereof on the part of the Bank or the Holding Company or any of their directors, officers, employees, agents or shareholders. 2 WITNESS, the following signatures and seals for the parties, each hereunto set by its President and attested by its Secretary, pursuant to duly authorized resolutions of its Board of Directors. ATTEST: THE BANK OF HAMPTON ROADS /s/ Tiffany K. Glenn By: /s/ Jack W. Gibson - ---------------------------------- -------------------------------------- Secretary Jack W. Gibson President and Chief Executive Officer ATTEST: HAMPTON ROADS BANKSHARES, INC. /s/ Tiffany K. Glenn By: /s/ Jack W. Gibson - ---------------------------------- -------------------------------------- Secretary Jack W. Gibson President and Chief Executive Officer 3 APPENDIX I ---------- PLAN OF SHARE EXCHANGE BETWEEN THE BANK OF HAMPTON ROADS AND HAMPTON ROADS BANKSHARES, INC. Pursuant to this Plan of Share Exchange ("Plan of Share Exchange"), THE BANK OF HAMPTON ROADS, a Virginia corporation (the "Bank"), shall become a wholly owned subsidiary of HAMPTON ROADS BANKSHARES, INC. (the "Holding Company"), a Virginia corporation pursuant to a share exchange under Section 13.1-717 of the Virginia Stock Corporation Act. ARTICLE 1 Terms and Conditions of the Share Exchange 1.1 The Share Exchange. Pursuant to the Agreement and Plan of Reorganization made and entered into as of March 13, 2001 (the "Reorganization Agreement"), at the Effective Date (as defined in the Reorganization Agreement), the Bank shall become a wholly owned subsidiary of the Holding Company through the exchange of each outstanding share of common stock of the Bank for shares of the common stock of the Holding Company in accordance with Section 2.1 of this Plan of Share Exchange and pursuant to a share exchange under Section 13.1-717 of the Virginia Stock Corporation Act (the "Share Exchange"). At the Effective Date, the Share Exchange shall have the effect as provided in Section 13.1-721 of the Virginia Stock Corporation Act. 1.2 Name. When the Share Exchange is effected, the names of the Bank and the Holding Company as set forth in their respective Articles of Incorporation shall not change. 1.3 Articles of Incorporation and Bylaws. The respective Articles of Incorporation and Bylaws of the Holding Company and the Bank in effect immediately prior to the consummation of the Share Exchange shall remain in effect following the Effective Date until otherwise amended or repealed. ARTICLE 2 Manner of Exchanging Shares 2.1 Exchange of Shares. Upon, and by reason of, the Share Exchange becoming effective pursuant to the issuance of a Certificate of Share Exchange by the Virginia State Corporation Commission, no cash shall be allocated to the shareholders of the Bank, and stock shall be issued and allocated as follows: (a) Each share of common stock, par value $0.625 per share, of the Bank ("Bank Common Stock") issued and outstanding immediately prior to the Effective Date shall be entitled to the exchange rights set forth in this Section 2.1 or to rights under Article 15 of the Virginia Stock Corporation Act as set forth in Section 2.4 below. On the Effective Date, each shareholder of the Bank immediately prior to the Effective Date shall be entitled to exchange each such share of Bank Common Stock held for one share of Holding Company Common Stock. Outstanding certificates representing shares of Bank Common Stock will thereafter represent an equal number of shares of Holding Company Common Stock. Shareholders shall maintain the same proportional share interest in the Holding Company as they currently hold in the Bank, except for nominal changes in interests resulting from the exercise, if any, of dissenting shareholders' rights under Virginia law, as further specified in Section 2.4 below. After the Effective Date, each former holder of Bank Common Stock shall have the right to receive any dividend or other distribution payable at or as of any time after the Effective Date to holders of record of Holding Company Common Stock at or as of any time after the Effective Date. (b) Shares of Bank Common Stock issued and outstanding shall, by virtue of the Share Exchange, continue to be issued and outstanding shares and shall be denoted on the books and records of the Bank as held of record by the Holding Company. 1 2.2 Exchange of Stock Options. At the Effective Date, each unexercised and theretofore unexpired outstanding option to purchase Bank Common Stock shall be automatically converted into and become a new option to acquire, for the same aggregate exercise price and under the same terms, the same number of shares of Holding Company Common Stock. Each holder of Bank options, upon the surrender of such instruments representing Bank options to the Holding Company duly endorsed for transfer, will be entitled to receive in exchange therefor instrument(s) representing an equivalent number of Holding Company options, but holders will not be required to surrender Bank options. 2.3 Voting and Dividends. The shareholders of the Bank entitled to receive the consideration described herein shall be entitled to vote after the Effective Date at any meeting of Holding Company shareholders the number of whole shares of Holding Company Common Stock for which their shares of Bank Common Stock are exchanged, regardless of whether such holders continue to hold certificates representing shares of the Bank Common Stock. Dividends or other distributions payable to the holders of record of Holding Company Common Stock at or as of any time after the Effective Date shall be paid to such holders and any holders of any certificate representing shares of Bank Common Stock issued and outstanding at the Effective Date. 2.4 Rights of Dissenting Shareholders. Shareholders of the Bank who object to the Share Exchange will be entitled to the dissenters' rights and remedies set forth in sections 13.1-729 through 13.1-741 of the Virginia Stock Corporation Act. ARTICLE 3 Termination This Plan of Share Exchange may be terminated at any time prior to the Effective Date by the parties hereto as provided in Article 9 of the Reorganization Agreement. 2 EX-3.1 3 dex31.txt ARTICLES OF INCORPORATION EXHIBIT 3.1 ARTICLES OF INCORPORATION OF HAMPTON ROADS BANKSHARES, INC. ARTICLE I NAME The name of the Corporation is: Hampton Roads Bankshares, Inc. ARTICLE II PURPOSE The purpose for which the Corporation is organized is to act as a bank holding company and to transact any and all lawful business, not required to be specifically stated in the Articles of Incorporation, for which corporations may be incorporated under the Virginia Stock Corporation Act (the "VSCA"). ARTICLE III CAPITAL STOCK (a) The Corporation shall have the authority to issue 40,000,000 shares of Common Stock, par value $0.625 per share, and 1,000,000 shares of Preferred Stock, no par value. (b) The Board of Directors may determine the preferences, limitations and relative rights, to the extent permitted by the VSCA, of any class of shares of Preferred Stock before the issuance of any shares of that class, or of one or more series within a class before the issuance of any shares of that series. Each class or series shall be appropriately designated by a distinguishing designation prior to the issuance of any share thereof. The Preferred Stock of all series shall have the preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of shares of other series in the same class. Dividends on outstanding shares of Preferred Stock shall be paid or declared and set apart for payment before any dividends shall be paid or declared and set apart for payment on outstanding shares of Common Stock with respect to the same dividend period. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets available for distribution to holders of shares of Preferred Stock of all series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto. ARTICLE IV REGISTERED OFFICE AND REGISTERED AGENT The post office address of the initial registered office shall be c/o Kaufman & Canoles, One Commercial Place, Suite 2000, Norfolk, Virginia 23510 in the City of Norfolk. The initial registered agent shall be Robert H. Powell, III, who is a resident of Virginia and a member of the Virginia State Bar, and whose business address is the same as the address of the initial registered office. ARTICLE V NO PREEMPTIVE RIGHTS Except as otherwise set forth in the terms, preferences and rights of any class or series of shares of Preferred Stock hereafter authorized and issued pursuant to Article III(b) of these Articles of Incorporation, no holder of any shares of any class of the Corporation shall have any preemptive or preferential right to purchase or subscribe to (i) any shares of any class of the Corporation whether now or hereafter authorized; (ii) any warrants, rights or options to purchase any shares; or (iii) any securities or obligations convertible into any such shares or into warrants, rights or options to purchase such shares. ARTICLE VI LIMIT ON LIABILITY AND INDEMNIFICATION (a) To the full extent that the VSCA, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, a director or officer of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages. (b) To the full extent permitted and in the manner prescribed by the VSCA and any other applicable law, the Corporation shall indemnify a director or officer of the Corporation who is or was a party to any proceeding by reason of the fact that he is or was such a director or officer 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, employee benefit plan or other enterprise. (c) Reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. ARTICLE VII BOARD OF DIRECTORS (a) Number of Directors. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors, subject to any requirement of action by the Corporation's shareholders under the VSCA, these Articles of Incorporation or the Corporation's Bylaws, as each may be amended from time to time. The Board of Directors shall consist of not less than eight (8) nor more than eighteen (18) persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the directors then in office. (b) Classified Board of Directors. The Board of Directors shall be divided into three classes, Class A, Class B and Class C, as nearly equal in number as possible. Directors of the first class (Class A) shall be elected to hold office for a term expiring at the 2002 annual meeting of shareholders, directors of the second class (Class B) shall be elected to hold office for a term expiring at the 2003 annual meeting of shareholders, and directors of the third class (Class C) shall be elected to hold office for a term expiring at the 2004 annual meeting of shareholders. Beginning with the 2002 annual meeting of shareholders, the successors to the class of directors whose terms shall then expire shall be identified as being of the same class as the directors they succeed and elected to hold office for a term expiring at the third succeeding annual meeting of shareholders. When and if the number of directors is changed, any newly created directorships or any decrease in directorships shall be apportioned among the classes by the Board of Directors as to make all classes as nearly equal in number as possible. (c) Removal of Directors by Shareholders. Any director elected by the holders of the Corporation's Common Stock may only be removed by shareholders for cause. For purposes of this Article VII(c), the term "cause" shall mean engaging in willful misconduct or a knowing violation of the criminal law or of any federal or 2 state securities law, including, without limitation, any claim of unlawful insider trading or manipulation of the market for any security. 3 EX-3.2 4 dex32.txt BYLAWS OF HAMPTON ROADS BANKSHARES, INC EXHIBIT 3.2 BYLAWS OF HAMPTON ROADS BANKSHARES, INC. ARTICLE I. --------- Meetings of Shareholders ------------------------ 1.1 Places of Meetings. All meetings of the shareholders shall be held at ------------------ such place, either within or without the State of Virginia, as from time to time may be fixed by the Board of Directors. 1.2 Annual Meetings. The annual meeting of the shareholders, for the --------------- election of Directors and transaction of such other business as may come before the meeting, shall be held each year on such business day as shall be designated in a resolution of the Board of Directors. The failure to hold an annual meeting at the time stated in or fixed in accordance with these Bylaws does not affect the validity of any action taken by the Corporation. 1.3 Special Meetings. Special meetings of the shareholders for any ---------------- purpose or purposes may be called at any time by the Board of Directors on its own motion or on the motion of the Chairman of the Board of Directors, the President, or such other person or persons authorized to do so by law, and upon such call the Board of Directors shall fix the date of such special meeting. At a special meeting no business shall be transacted and no action shall be taken other than that stated in the notice of the meeting. 1.4 Notice of Meetings. Written notice stating the place, day and hour of ------------------ every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder of record entitled to vote at such meeting, at his address which appears on the stock transfer books of the Corporation except that notice of a shareholders' meeting to act on an amendment of the Articles of Incorporation, a plan of merger or share exchange, a proposed sale of assets pursuant to (S) 13.1-724 of the Virginia Stock Corporation Act or the dissolution of the Corporation shall be given not less than twenty-five nor more than sixty days before the meeting date. Meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting. 1.5 Action by Shareholders Without a Meeting. Any action which may be ---------------------------------------- taken at a meeting of the shareholders may be taken without a meeting if one or more consents, in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof and delivered to the Secretary for inclusion in the Corporation's minutes or filing with the Corporation's records. Any action taken by unanimous written consent of the shareholders shall be effective according to its terms when all consents are in possession of the Corporation. Notwithstanding the foregoing, an action taken by written consent of the shareholders that specifies an effective date shall be effective as of such date, provided the consent states the date of execution by each shareholder. A shareholder may withdraw his written consent only by delivering a written notice of withdrawal to the Secretary prior to the time that all consents are in possession of the Corporation. If not otherwise determined by resolution of the Board of Directors, the record date for determining shareholders entitled to take action without a meeting shall be the date the first shareholder signs such consent. Any such consent shall have the same force and effect as a unanimous vote of the shareholders. 1.6 Quorum. Any number of shareholders together holding at least a ------ majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the shareholders present or represented by proxy without notice other than by announcement at the meeting until a quorum shall attend. Once a share is represented for any purpose at a meeting of shareholders, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is, or shall be, set for that adjourned meeting. 1.7 Voting. At any meeting of the shareholders each shareholder entitled ------ to vote on any matter coming before the meeting shall, as to such matter, have one vote, in person or by proxy, for each share of capital stock standing in his or her name on the books of the Corporation on the date, not more than seventy days prior to such meeting, fixed by the Board of Directors, for the purpose of determining shareholders entitled to vote, as the date on which the stock transfer books of the Corporation are to be closed or as the record date. Every proxy shall be in writing, dated and signed by the shareholder entitled to vote or his duly authorized attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after eleven months from its date, unless otherwise expressly provided in the proxy. If a quorum is present at a meeting of the shareholders, action on a matter other than election of Directors shall be approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless a vote of a greater number is required by the Articles of Incorporation or by law. If a quorum is present at a meeting of the shareholders, Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in such election. 1.8 Inspectors. An appropriate number of inspectors for any meeting of ---------- shareholders may be appointed by the Chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast. ARTICLE II. ---------- Directors --------- 2.1 General Powers. The property, affairs and business of the Corporation -------------- shall be managed by the Board of Directors, a majority of which shall be citizens of Virginia, and, except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of the powers of the Corporation shall be vested in such Board. No Director of the Corporation shall at the same time serve as a director of any other financial institution unless such institution is within the same financial institution holding company as the Corporation. Every Director of the Corporation must be a stockholder of the Corporation in accordance with the provisions of Section 6.1-47 of the Code of Virginia, 1950, as amended. Such stock must be unpledged and unencumbered at the time such Director becomes a Director and during the whole of his term as such. 2.2 Oath of Directors. Every Director of the Corporation shall, within ----------------- thirty days after his election, take and subscribe to an oath that he will diligently and honestly perform his duties as Director, and that he is the owner and has in his personal possession or control, standing in his sole name on the books of the Corporation, unpledged and unencumbered in any way, shares of stock of the Corporation, having a book value of not less than $5,000 or as may be prescribed in Section 6.1-47 of the Code of Virginia, 1950, as amended, and, in case of reelection or reappointment, that during the whole of his immediate previous term as a Director, such stock was not at any time pledged or in any other manner encumbered or hypothecated to secure a loan. Such oath subscribed to by such Director, certified by the officer before whom it is taken, shall be transmitted by the Secretary of the Corporation to the State Corporation Commission. Any Director who fails for a period of thirty days after his election or appointment to take the oath shall automatically forfeit his office. 2.3 Number, Election, Removal, Vacancies. The Articles of Incorporation ------------------------------------ specify the number of Directors, divide the Directors into three (3) classes, establish the term of office for each class, specify procedures for removal of Directors and contain certain other provisions relating to the Board of Directors and Directors. The Articles of Incorporation shall govern with regard to all matters concerning the Board of Directors and the Directors that are addressed in the Articles. Section 2.8 of these Bylaws governs nominations of Directors. Additionally: (a) A Director who fails to attend at least seventy-five percent (75%) of the meetings in any calendar year shall be subject to removal by vote of a majority of the Board of Directors at any time within six (6) months after the end of said calendar year; and 2 (b) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting. (c) The election of any new Director to the Board of Directors shall be reported to the State Corporation Commission in accordance with the requirement of Section 6.1-48.1 of the Code of Virginia, 1950, as amended. 2.4 Meetings of Directors. The Board of Directors shall hold meetings at --------------------- least once in each calendar month, at which meeting a majority of the whole Board shall be necessary for the lawful transaction of business. Other meetings of the Board of Directors shall be held at places within or without the State of Virginia and at times fixed by resolution of the Board, or upon call of the Chairman of the Board, the President or a majority of the Directors. The Secretary or officer performing the Secretary's duties shall give not less than twenty-four hours' notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting. Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board or such committee by any means of communication whereby all persons participating in the meeting can simultaneously hear each other, and participation by such means shall constitute presence in person at such meeting. A written record shall be made of any action taken at a meeting conducted by such means of communication. 2.5 Actions by Board of Directors or Committee Without Meeting. Any ---------------------------------------------------------- action which may be taken at a meeting of the Board of Directors or of a committee of the Board may be taken without a meeting if one or more consents in writing, setting forth the action so taken, is signed either before or after such action by all of the Directors or all of the members of the committee, as the case may be, and delivered to the Secretary for inclusion in the Corporation's minutes or filing with the Corporation's records. Such action shall be effective when the last Director or committee member, as the case may be, signs the consent, unless the consent specifies a different effective date, in which event an action so taken shall be effective on the date specified therein, provided the consent states the date of execution by each Director or committee member, as the case may be. Any such consent shall have the same force and effect as a unanimous vote of the Directors or committee members, as the case may be. 2.6 Compensation. By resolution of the Board of Directors, Directors may ------------ be allowed a fee and expenses for attendance at all meetings, as well as discount and other privileges. Nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services. 2.7 Retirement Age of Directors; Directors Emeritus. Each Director shall ----------------------------------------------- retire from the Board of Directors upon attaining the age of 70, but may thereafter serve as Director Emeritus, which position shall be honorary and without voting rights. Notwithstanding the foregoing, the Board of Directors may waive this mandatory retirement provision with respect to any Director by a vote of a majority of the Board of Directors. During any such vote and any discussions preceding it, such Director shall not be present. 2.8 Nomination of Directors. ----------------------- (a) Eligibility. Only persons who are selected and recommended by ----------- the Board of Directors or the committee of the Board of Directors designated to make nominations, or who are nominated by shareholders in accordance with the procedures set forth in this Section 2.8, shall be eligible for election, or qualified to serve, as directors. Nominations of individuals for election to the Board of Directors of the Corporation at any annual meeting or any special meeting of shareholders at which directors are to be elected may be made by any shareholder of the Corporation entitled to vote for the election of directors at that meeting by compliance with the procedures set forth in this Section 2.8. Nominations by shareholders shall be made by written notice (a "Nomination Notice"), which shall set forth the following information: (1) as to each individual nominated, (i) the name, date of birth, business address and residence address of such individual, (ii) the business experience during the past five years of such nominee, including his or her principal occupations and employment during such period, the name and principal business of any corporation or other organization in which such occupations and employment were carried 3 on, and such other information as to the nature of his or her responsibilities and level of professional competence as may be sufficient to permit assessment of his or her prior business experience, (iii) whether the nominee is or has ever been at any time a director, officer or owner of 5% or more of any class of capital stock, partnership interests or other equity interest of any corporation, partnership or other entity, (iv) any directorships held by such nominee in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the requirements of Section 15(d) of the Exchange Act or any Company registered as a investment company under the Investment Company Act of 1940, as amended, (v) whether, in the last five years, such nominee has been convicted in a criminal proceeding or has been subject to a judgment, order, finding or decree of any federal, state or other governmental entity, concerning any violation of federal, state or other law, or any proceeding in bankruptcy, which conviction, order, finding, decree or proceeding may be material to an evaluation of the ability or integrity of the nominee and (vi) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the Exchange Act had the nominee been nominated by the Board of Directors; and (2) as to the person submitting the Nomination Notice and any person acting in concert with such person, (i) the name and business address of such person, (ii) the name and address of such person as they appear on the Corporation's books (if they so appear), (iii) the class and number of shares of the Corporation that are beneficially owned by such person, (iv) a representation that the shareholder (A) is a holder of record of common stock of the Corporation entitled to vote at the meeting at which directors will be elected and (B) intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice and (v) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder. A written consent to being named in a proxy statement as a nominee, and to serve as a director if elected, signed by the nominee, shall be filed with any Nomination Notice. If the presiding officer at any shareholders' meeting determines that a nomination was not made in accordance with the procedures prescribed by these Bylaws, he shall so declare to the meeting and the defective nomination shall be disregarded. (b) Shareholder Nomination Notice. Nomination Notices shall be ----------------------------- delivered to the Secretary at the principal executive office of the Corporation not later than (i) 45 days before the date on which the Corporation first mailed its proxy materials for the prior year's annual meeting of shareholders (or, if the date of the annual meeting has changed more than 30 days from the prior year, then notice must be received a reasonable time before the Corporation mails its proxy materials for the current year) or, (ii) in the case of special meetings, at the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders. ARTICLE III. ----------- Committees ---------- 3.1 Executive Committee. The Board of Directors, by resolution adopted by ------------------- a majority of the number of Directors then in office, may elect an Executive Committee which shall consist of not less than two Directors, including the President. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, by the Articles of Incorporation, or by these Bylaws, provided that the Executive Committee shall not have power to approve an amendment to the Articles of Incorporation or a plan of merger or consolidation, a plan of exchange under which the Corporation would be acquired, the sale, lease or exchange, or the mortgage or pledge for a consideration other than money, of all, or substantially all, the property and assets of the Corporation otherwise than in the usual and regular course of its business, the voluntary dissolution of the Corporation, or revocation of voluntary dissolution proceedings, or to take any action prohibited by express resolution of the Board of Directors. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action which the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors. 3.2 Other Committees. The Board of Directors, by resolution duly adopted, ---------------- may establish such other standing or special committees of the Board, consisting of at least two Directors, as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same. 3.3 Meetings. Regular and special meetings of any committee established -------- pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these Bylaws for regular and special meetings of the Board of Directors. 4 3.4 Quorum and Manner of Acting. A majority of the members of any --------------------------- committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a committee meeting at which a quorum is present shall constitute the act of the committee. 3.5 Term of Office. Members of any committee shall hold office until -------------- their successors are elected by the Board of Directors or until such committee is dissolved by the Board of Directors. 3.6 Resignation and Removal. Any member of a committee may resign at any ----------------------- time by giving written notice of his intention to do so to the President or the Secretary of the Corporation, or may be removed, with or without cause, at any time by such vote of the Board of Directors as would suffice for his election. 3.7 Vacancies. Any vacancy occurring in a Committee resulting from any --------- cause whatever may be filled by the Board of Directors. ARTICLE IV. ---------- Officers -------- 4.1 Election of Officers; Terms. The officers of the Corporation shall --------------------------- consist of a Chairman of the Board, a President, a Secretary, a Treasurer, and at the option of the Board of Directors, one or more Senior Vice Presidents (sometimes collectively referred to as the "Executive Officers"). Other officers, including one or more Vice Presidents beneath the level of Senior Vice President, and assistant and subordinate officers (sometimes collectively referred to as the "Non-Executive Officers"), may from time to time be elected by the Board of Directors, and they shall hold office for such terms as the Board of Directors may prescribe. In addition, the President shall have the authority to appoint Non-Executive Officers. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two or more offices may be held by the same person. No officer of the Corporation shall at the same time serve as an officer of any other financial institution unless such institution is within the same financial institution holding company as the Corporation. 4.2 Removal of Officers; Vacancies. Any Executive or Non-Executive ------------------------------ Officer may be removed summarily with or without cause, at any time, by the Board of Directors. In addition, the President may remove any Non-Executive Officer summarily with or without cause, at any time. Vacancies may be filled by the Board of Directors or by the President with regard to any Non-Executive Officer. 4.3 Duties. The officers of the Corporation shall have such duties as ------ generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit. 4.4 Duties of the President. The President shall be the chief executive ----------------------- officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors. He shall have general management and direction of the business and operations of the Corporation and its several divisions, subject only to the ultimate authority of the Board of Directors. Except as otherwise provided in these Bylaws or in the resolutions establishing such committees, he shall be ex officio a member of all committees ---------- of the Board. The President shall preside at all meetings related to the conduct of the Corporation's business, except Board of Directors' meetings. He may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or as otherwise required by law. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him by the Board of Directors. 4.5 Duties of the Chairman of the Board. The Chairman of the Board shall ----------------------------------- preside at all Board of Directors' meetings and shall have such powers and duties as may from time to time be assigned to him by the Board of Directors. 5 4.6 Duties of the Senior Vice Presidents. Each Senior Vice President, if ------------------------------------ any, shall have such powers and duties as may from time to time be assigned to him by the President or the Board of Directors. Any Senior Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Corporation or as otherwise required by law. 4.7 Duties of the Treasurer. The Treasurer shall have charge of and be ----------------------- responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositaries as shall be designated by the Board of Directors. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or the President. The Treasurer may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or as otherwise required by law. 4.8 Duties of the Secretary. The Secretary shall act as secretary of all ----------------------- meetings of the Board of Directors and shareholders of the Corporation. When requested, he shall also act as secretary of the meetings of the committees or the Board. He shall keep and preserve the minutes of all such meetings in permanent books. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all stock certificates of the Corporation and to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with law or the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other important documents related to the conduct of the Corporation's business; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President. 4.9 Compensation. The Board of Directors shall have authority to fix the ------------ compensation of all officers of the Corporation by resolution, with the affected officer not voting, and to enter into such contracts of employment with such officers as the Board of Directors may deem appropriate. In addition, the President shall have the authority to fix the compensation of Non-Executive Officers and to enter into contracts of employment with Non-Executive Officers. ARTICLE V. --------- Capital Stock ------------- 5.1 Subscriptions to Stock. Subscriptions to the capital stock of the ---------------------- Corporation shall be paid in money at not less than the par value of the stock. 5.2 Certificates. The shares of capital stock of the Corporation may be ------------ evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for the stock of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing such stock. If any officer whose signature or facsimile thereof shall have been used on a stock certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation. 5.3 Lost, Destroyed and Mutilated Certificates. Holders of the stock of ------------------------------------------ the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of 6 Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require. 5.4 Transfer of Stock. The stock of the Corporation shall be transferable ----------------- or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner. 5.5 Closing of Transfer Books and Fixing Record Date. For the purpose of ------------------------------------------------ determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, seventy days. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notices of the meeting are mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. ARTICLE VI. ---------- Corporate Records ----------------- 6.1 Minutes of Meetings and Records of Actions Taken Without Meetings. ----------------------------------------------------------------- The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, of all actions taken by the shareholders or Board of Directors without a meeting, and of all actions taken by a Committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation. 6.2 Accounting Records. The Corporation shall maintain appropriate ------------------ accounting records. 6.3 List of Shareholders. The Corporation or its agent shall maintain a -------------------- record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order of shares showing the number of shares held by each. 6.4 Form of Records. The Corporation shall maintain its records in --------------- written form or in another form capable of conversion into written form within a reasonable time. 6.5 Specific Records Which Corporation Must Keep. The Corporation shall -------------------------------------------- keep a copy of the following records: (a) The Articles or restated Articles of Incorporation and all amendments to them currently in effect; (b) The Bylaws or restated Bylaws and all amendments to them currently in effect; (c) Any resolutions adopted by the Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; 7 (d) The minutes of all shareholders' meetings, and records of all action taken by the shareholders without a meeting, for the past three years; (e) All written communications to shareholders generally within the past three years; (f) A list of the names and business addresses of the Corporation's current directors and officers; and (g) The Corporation's most recent annual report delivered to the State Corporation Commission. ARTICLE VII. ----------- Miscellaneous Provisions ------------------------ 7.1 Seal. The seal of the Corporation shall consist of a flat-faced ---- circular die, of which there may be any number of counterparts, on which there shall be engraved the word "Seal" and the name of the Corporation. 7.2 Fiscal Year. The fiscal year of the Corporation shall end on such ----------- date and shall consist of such accounting periods as may be fixed by the Board of Directors. 7.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for ------------------------ the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile. 7.4 Amendment of Bylaws. Unless proscribed by the Articles of ------------------- Incorporation or by law, these Bylaws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the Directors fixed by the Board of Directors in accordance with the Articles of Incorporation. Shareholders entitled to vote in respect to the election of Directors, however, shall have the power to rescind, alter, amend or repeal any Bylaws and to enact Bylaws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors. 7.5 Voting of Stock Held. Unless otherwise provided by resolution of the -------------------- Board of Directors or of the Executive Committee, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation. 7.6 Indemnification. All officers and Directors of the Corporation shall --------------- be indemnified to the fullest extent permitted by law as provided in the Articles of Incorporation. 8 -----END PRIVACY-ENHANCED MESSAGE-----