Daily Law Journal

NOTICE OF AMENDMENT

Ameris Bank has made an application for a certificate of amendment of its articles of incorporation by filing such application with the Department of Banking and Finance in accordance with the applicable provisions of Chapter 1 of Title 7 of the Official Code of Georgia Annotated, known as the “Financial Institutions Code of Georgia” and which we refer to as the “Code.” The purposes of said articles of amendment are to restate the bank’s articles of incorporation in their entirety to simplify and modernize them.

The restated articles first provide that: (a) the name of the bank is “Ameris Bank”; (b) the bank’s main office is located at 3490 Piedmont Road, Suite 1550, Atlanta, Fulton County, Georgia, 30305; (c) the bank’s registered agent is CT Corporation System; and (d) the registered office of the bank is located at 289 South Culver Street, Lawrenceville, Gwinnet County, Georgia 30046.

The restated articles next provide that the bank shall have the authority to issue 200,000 shares of common stock with a par value of $5.00 per share. Unlike the bank’s current articles, the restated articles will no longer also state the amount of capital stock of the bank that has been sold because that information is not required to be included in a bank’s articles of incorporation.

The restated articles will also no longer set forth the minimum and maximum number of bank directors because that information is not required to be included in a bank’s articles of incorporation. The minimum and maximum number of bank directors is otherwise set forth in the bylaws of the bank. The restated articles next provide that the bank shall be of perpetual duration. Section 7-1-510(a) of the Code provides that a bank may amend its articles to provide for perpetual duration. This change merely simplifies the existing provision because the perpetual life of the bank was already implied. The restated articles next provide that (a) the bank is organized pursuant to the provisions of the Code; (b) the purpose for which the Bank is organized is to engage in and conduct all business activities which are now or hereafter may be permitted to a state-chartered bank and trust company under the laws of the State of Georgia; and (c) the bank shall have all powers necessary to conduct such business and engage in such activities, including, without limitation, such other powers enumerated in the Code or any amendment thereto. These provisions simply streamline similar provisions in the current articles without making material substantive changes. Finally, the restated articles provide that (a) no director of the bank shall be personally liable to the bank or its shareholders for monetary damages for breach of his or her duty of care or other duty as a director (only to the maximum extent permitted from time to time by Section 7-1-493(e) of the Code or any successor law or laws); and (b) any repeal or modification of the article described in clause (a) of this paragraph by the shareholders of the bank shall not adversely affect any right or protection of a director of the bank existing at the time of such repeal or modification. The current articles do not have a provision regarding director liability. This provision was added to the restated articles to provide protection from liability for the bank’s directors in the performance of their duties that is consistent with a similar provision in the restated articles of incorporation of Ameris Bancorp, the sole shareholder of the bank, which were filed with the Secretary of State of the State of Georgia on February 24, 2023.

9-22, 29-23