The name of the Corporation is:
Home Federal Holdings Corporation
A. Number and Classes of Shares Authorized; Par Value.
The Corporation shall have authority to issue 10,000,000 shares of Common Stock, $0.01 par
value per share, and 1,000,000 shares of special stock, no par value per share, any part or all of
which shares of special stock may be established and designated from time to time by the Board of
Directors in such series and with such preferences, limitations, and relative rights as may be
determined by the Board of Directors.
The initial registered office of the Corporation shall be at 4271 Mundy Mill Road, Oakwood,
Hall County, Georgia 30566. The initial registered agent of the Corporation shall be Clyde A.
The name and address of the incorporator is:
Larry W. Shackelford, Esq.
Troutman Sanders LLP
600 Peachtree Street, N.E.
Atlanta, Georgia 30308
The mailing address of the initial principal office of the Corporation is:
Home Federal Holdings Corporation
4271 Mundy Mill Road
Oakwood, Georgia 30566
No director of the Corporation shall have personal liability to the Corporation or to its
shareholders for monetary damages for breach of fiduciary duty of care or other duty as a director,
except that this Article VI shall not eliminate or limit the liability of a director: (i) for any
appropriation, in violation of his duties, of any business opportunity of the Corporation; (ii) for
acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) for the
types of liability set forth in Section 14-2-832 of the Georgia Business Corporation Code; or (iv)
for any transaction from which the director received an improper personal benefit. Neither the
amendment nor repeal of this Article VI, nor the adoption of any provision of the Articles of
of the Corporation inconsistent with this Article VI, shall eliminate or reduce the
effect of this Article VI in respect of any act or failure to act, or any cause of action, suit or
claim that, but for this Article VI, would accrue or arise prior to any amendment, repeal or
adoption of such an inconsistent provision. If the Georgia Business Corporation Code is
subsequently amended to provide for further limitations on the personal liability of directors of
corporations for breach of duty of care or other duty as a director, then the personal liability of
the directors of the Corporation shall be so further limited to the greatest extent permitted by
the Georgia Business Corporation Code.
The Board of Directors, any committee of the Board of Directors and any individual Director,
in discharging the duties of their respective positions and in determining what is believed to be
in the best interest of the Corporation, may in their sole discretion consider the interests of the
employees, customers, suppliers and creditors of the Corporation and its subsidiaries, the
communities in which offices or other establishments of the Corporation and its subsidiaries are
located, and all other factors such Directors consider pertinent, in addition to considering the
effects of any action on the Corporation and its shareholders. Notwithstanding the foregoing, this
Article VII shall not be deemed to provide any of the foregoing constituencies any right to be
considered in any such discharging of duties or determination.
Any action required or permitted to be taken at a shareholders meeting may be taken without a
meeting if the action is taken by all of the shareholders entitled to vote on the action, or by
persons who would be entitled to vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by groups) of votes that would be
necessary to authorize or take such actions at a meeting at which all shares entitled to vote were
present and voted. The action must be evidenced by one or more written consents describing the
action taken, signed by shareholders entitled to take action without a meeting and delivered to the
Corporation for inclusion in the minutes or filing with the corporate records. All voting
shareholders of record who did not participate in taking the action shall be given written notice
of the action not more than 10 days after the taking of action without a meeting. An action by
less than unanimous consent may not be taken with respect to any election of directors as to which
shareholders would be entitled to cumulative voting.