CVBK » Topics » RESOLVED

This excerpt taken from the CVBK 8-K filed Feb 4, 2009.
RESOLVED, that pursuant to the provisions of the Amended and Restated Articles of Incorporation of the Corporation and applicable law, a series of Preferred Stock, par value $1.25 per share, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

 

Article III of the Amended and Restated Articles of Incorporation of Central Virginia Bankshares, Inc. is hereby amended to include a new paragraph, which reads as follows:

 

Fixed Rate Cumulative Perpetual Preferred Stock, Series A

 

Part 1. Designation and Number of Shares. There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series A” (the “Designated Preferred Stock”). The authorized number of shares of Designated Preferred Stock shall be 11,385.

 

Part 2. Standard Provisions. The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

 

Part. 3. Definitions. The following terms are used in this Certificate of Designations (including the Standard Provisions in Annex A hereto) as defined below:

 

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(a)          Common Stock” means the common stock, par value $1.25 per share, of the Corporation.

 

(b)          Dividend Payment Date” means February 15, May 15, August 15 and November 15 of each year.

 

(c)          Junior Stock” means the Common Stock and any other class or series of stock of the Corporation the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.

 

 

(d)

Liquidation Amount” means $1,000 per share of Designated Preferred Stock.

 

 

(e)

Minimum Amount” means $2,846,250.

 

(f)          Parity Stock” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

 

 

(g)

Signing Date” means the Original Issue Date.

 

Part. 4. Certain Voting Matters. Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

 

 

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, Central Virginia Bankshares, Inc. has caused this Certificate of Designations to be signed by Charles F. Catlett, III, its Senior Vice President and Chief Financial Officer, this 28th day of January, 2009.

 

CENTRAL VIRGINIA BANKSHARES, INC.

 

 

By:

/s/ Charles F. Catlett, III

 

Charles F. Catlett, III

 

Senior Vice President and

 

Chief Financial Officer

 

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