ORGANIZATIONAL AGREEMENT
This Organizational Agreement is entered into as of the 15th day of
September, 1997 by and among the persons signing this Agreement as Organizers
(the "Organizers") and Community Bankshares, Inc., a South Carolina corporation,
(the "Sponsor").
Whereas, the Organizers and the Sponsor wish to organize a national bank in
Florence, South Carolina (the "Bank"); and
Whereas, the Organizers and the Sponsor wish to memorialize their
understandings with respect to the organization of the Bank.
Now, therefore, for and in consideration of the premises and the agreements
contained herein the Organizers and Sponsor agree as follows:
1. Each of the Organizers agrees to serve as an Organizer of the Bank, and to
participate in the organizational process in the manner and to the extent
required by the National Bank Act and the rules, regulations and policies
of the Office of the Comptroller of the Currency (the "OCC"). Each
Organizer also agrees that he will serve as a director of the Bank upon its
organization and will endeavor to the best of his ability to fully
discharge the obligations of a director of a national bank.
Each Organizer acknowledges that he understands that he will be required to
provide certain information concerning his background and financial standing to
the OCC in connection with the Application to Organize the Bank and agrees to
promptly furnish such information as may be required. Each Organizer further
understands that continued participation as an Organizer and, ultimately, as a
director of the Bank is subject to the approval of the OCC and agrees that, if
the approval of the OCC for his participation can not be obtained or is delayed
in a way that will substantially delay the opening of the Bank, he will withdraw
from participation as an Organizer and as a prospective director of the Bank.
Each Organizer further acknowledges and agrees that the Sponsor may
designate two or more persons affiliated with the Sponsor to serve as additional
organizers of the Bank and/or to serve as additional directors of the Bank.
2. Each Organizer agrees that he will purchase at least $100,000 worth of
stock of the Sponsor when called on by the Sponsor to purchase said stock;
provided, however, that if the Organizer is provided with a preliminary
prospectus relating to such sale of stock and if such Organizer notifies
the Company prior to the effectiveness of the prospectus that he will not
subscribe for and purchase such stock and resigns as an Organizer and
prospective director of the Bank, then such Organizer shall be relieved of
any obligation to purchase the stock. Each Organizer acknowledges that this
obligation is independent of the obligations of the other Organizers. Each
Organizer further understands that affiliates of Sponsor (including the
proposed President of the Bank) who may be organizers of the Bank will not
be required to purchase stock in the same amount but may be subject to
separate agreements with respect to stock ownership.
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3. The Sponsor agrees to be responsible for the cost of preparing and filing
an application to organize a national bank with the OCC, the pre-opening
expenses associated with the organization of the Bank and related items.
However, the Sponsor reserves the right to require the repayment of such
items from the proceeds of capitalization of the Bank. Sponsor agrees to
buy all of the Bank's stock necessary to capitalize the Bank and the
Organizers agree to sell such stock to the Sponsor.
4. The Organizers agree that, promptly after this Agreement is signed by the
Sponsor, they will meet and elect a Chairman who will be the spokesperson
for the Organizers and they will designate Xxxxx X. Xxxxx as the person to
be the President of the Bank.
5. Each Organizer agrees to promptly notify the Sponsor of any communication
he receives from the OCC or any other governmental agency regarding the
Bank. The Organizers will give at least two days notice to the Sponsor of
any meeting of Organizers.
6. With the exception of Xx. Xxxxx, no Organizer shall receive any
compensation for his service as an Organizer or as a director of the Bank
until the Bank becomes profitable. Xx. Xxxxx shall receive a salary and
benefits from the Sponsor which may, to the extent permitted by applicable
law and regulation, be charged to the organizational expenses of the Bank.
7. The Organizers shall not incur any expense with respect to the Bank without
the prior written consent of the Sponsor.
8. All correspondence or other communications regarding the organization of
the Bank and the other matters contained in this Agreement shall be
directed to the appropriate party at the address set forth by such parties
named below.
9. This Agreement shall be effective as of the date it is signed by the
Sponsor.
10. The Organizers may, with the approval of the Sponsor, bring in additional
Organizers or replace Organizers who leave the group. Any such additional
or replacement Organizer shall sign this Agreement and thereby be bound by
its terms.
11. This Agreement shall be governed by the laws of the State of South Carolina
and shall inure to the benefit of and be enforceable against the parties
hereto their respective heirs, successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this Organizational
Agreement as of the effective date.
ORGANIZERS:
s/Xxxxxxx X. Xxxx s/Xxxxx (Xxx) X. Xxxxxxxxxx
----------------------------- ----------------------------------------
(Name) (Name)
000 X. Xxxxxx Xxxxxx 0000 X. Xxxxxxxx Xxxxxx
----------------------------- ----------------------------------------
(Xxxxxxx) (Xxxxxxx)
Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
----------------------------- ----------------------------------------
(City) (State) (City) (State)
s/Xxxxxx X. Xxxxxx s/Wm. Xxxxxxxx Xxxxxxxx
----------------------------- ----------------------------------------
(Name) (Name)
000 X. Xxxxxx Xxxxx XX Xxx 0000
----------------------------- ----------------------------------------
(Xxxxxxx) (Xxxxxxx)
Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000-0000
----------------------------- ----------------------------------------
(City) (State) (City) (State)
s/Xxxxxx Xxxxxxx, Sr. s/J. Xxxxx Xxxxxx
----------------------------- ----------------------------------------
(Name) (Name)
0000 Xxxxxx Xxxxxx 000 Xxxxx Xxxx Xxxxxx
----------------------------- ----------------------------------------
(Xxxxxxx) (Xxxxxxx)
Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
----------------------------- ----------------------------------------
(City) (State) (City) (State)
s/Xxxxxxx X. Xxxxxxxx s/Xxxxxxx X. Xxxxxxxx
----------------------------- ----------------------------------------
(Name) (Name)
0000 Xxxxx XxXxxxxx XX Xxx 0000
----------------------------- ----------------------------------------
(Xxxxxxx) (Xxxxxxx)
Xxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
----------------------------- ----------------------------------------
(City) (State) (City) (State)
s/Xxxx X. Xxxx, Xx. s/Xxxxx X. Xxxxx
----------------------------- ----------------------------------------
(Name) (Name)
XX Xxx 0000 181 X. Xxxxx St., BTC-051
----------------------------- ----------------------------------------
(Xxxxxxx) (Xxxxxxx)
Xxxxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
----------------------------- ----------------------------------------
(City) (State) (City) (State)
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SPONSOR:
COMMUNITY BANKSHARES, INC.
s/Xxxx X. Xxxx
By:
Xxxx X. Xxxx, Chairman
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxx X. Xxxx, Chairman
