Exhibit 3.1
AMENDED AND RESTATED BYLAWS OF
SOUTHSTATE CORPORATION
(the “Corporation”) (Adopted February 24, 2022)
ARTICLE I
MEETINGS OF SHAREHOLDERS
2. | Special Meetings. |
For purposes of this Article I, Section 2(b), the term “Requesting Person” shall mean (1) the shareholder
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making the request to fix a Demand Record Date for the purpose of determining the shareholders entitled to demand that the Secretary of the Corporation call a special meeting, (2) the beneficial owner or beneficial owners, if different, on whose behalf such request is made, and (3) any affiliate or associate of such shareholder or beneficial owner.
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3. | Record Date for and Notice of Shareholder Meetings. |
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6. | Matters Considered at Shareholder Meetings. |
(a) | Annual Meetings of Shareholders. |
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To be in proper form, a shareholder’s notice (whether given pursuant to this Article I, Section 6(a)(ii) or Article I, Section 6(b)) to the Secretary must:
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(b) | Special Meetings of Shareholders. |
(c) | Submission of Questionnaire, Representation and Agreement. |
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(d) | General. |
7. | Conduct of Meetings. |
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(c) | In the event that any person or group other than the Board of Directors hold proxies for more than ten |
(72) hours, to permit the counting of the votes; provided, however, that the presiding officer may, in his discretion, permit other business, including the casting of other votes, to be transacted prior to any such adjournment.
ARTICLE II
BOARD OF DIRECTORS
2. | Qualification and Election of Active Directors. |
The terms of all directors shall expire at the next annual meeting of shareholders following their election. Each director, except in the case of his or her death, resignation, removal or disqualification, shall hold office until the expiration of the term for which he or she is elected and thereafter until his or her successor has been elected and qualified. Any vacancy occurring in the Board of Directors, including vacancies occurring in the Board by reason of removal with or without cause or increase in membership, shall be
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filled by appointment by the remaining directors, and any director so appointed shall serve until the next shareholders meeting wherein directors are elected.
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ARTICLE III
OFFICERS
ARTICLE IV
RESIGNATIONS, REMOVALS AND VACANCIES
ARTICLE V
CAPITAL STOCK
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(g) the transfer is in fact rightful or is to a person otherwise entitled to obtain the shares as a protected purchaser as defined in § 36-8-303 of the South Carolina Code. A person acting as authenticating trustee, transfer agent, registrar, or other agent for the Corporation in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the Corporation has in regard to those functions.
ARTICLE VI
ACTION BY CONSENT
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ARTICLE VII
INDEMNIFICATION
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ARTICLE VIII
EXCLUSIVE FORUM
Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the South Carolina Business Corporation Act or the Corporation’s Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine shall be a state court located within the State of South Carolina (or, if no state court located within the State of South Carolina has jurisdiction, the federal district court for the District of South Carolina).
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ARTICLE IX
AMENDMENT OF BYLAWS
These Bylaws may be amended, added to, or repealed either by: (1) the affirmative vote of the holders of eighty percent (80%) of the shares entitled to vote, or (2) a majority vote of the entire Board of Directors.
ARTICLE X
CERTAIN GOVERNANCE MATTERS
1. | Interpretation; Definitions. |
(b) | The following definitions shall apply to this Article X and otherwise as applicable in these Bylaws: |
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2. | Executive Chairman; CEO; Lead Independent Director. |
3. | Composition of the Board of Directors. During the Specified Period: |
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4. | Composition of Committees. |
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