This excerpt taken from the BXS DEF 14A filed Mar 23, 2007.
AMENDMENT TO ARTICLES OF INCORPORATION OF
To the Secretary of State of the State of Mississippi:
Pursuant to the provisions of Section 79-4-10.06 of the Mississippi Business Corporation Act, BancorpSouth, Inc. (the Corporation), a corporation organized and existing under the laws of the State of Mississippi, hereby amends its Restated Articles of Incorporation as follows:
(1) The name of the Corporation is BancorpSouth, Inc.
(2) The fourth sentence of Article 6(a) of the Corporations Restated Articles of Incorporation is deleted in its entirety and the following inserted in lieu thereof:
If a vacancy occurs on the Board of Directors for any reason, including a vacancy resulting from an increase in the number of directors, the Board of Directors may fill the vacancy, provided that the Board of Directors may elect instead to (i) not fill the vacancy or (ii) have the vacancy filled by vote of the shareholders at any regular or special meeting of the shareholders.
(3) The cite to Section 79-4-8.53(1) of the Mississippi Business Corporation Act in the second to last sentence of Article 9(a) shall be replaced with the following cite:
(4) This amendment was duly adopted by the shareholders of the Corporation at a meeting held on April 25, 2007. The Corporations common stock is its only class of outstanding shares, each of the outstanding shares of which is entitled to one vote separately on the amendment. The holders of shares of common stock were indisputably represented at the meeting, shares of common stock were cast for the amendment, and the number cast for the amendment was sufficient for approval of the amendment.
Aubrey B. Patterson
Chairman of the Board and
Chief Executive Officer
Dated: , 2007