ARTICLES OF INCORPORATION

 

OF

 

CENTERSTATE BANKS OF FLORIDA, INC.

 

The undersigned, being of legal age and desiring to form a corporation (hereinafter referred to as the "Corporation") pursuant to the provisions of the Florida Business Corporation Act, as amended (such Act, as amended from time to time, is hereinafter referred to as the "Act"), executes the following Articles of Incorporation.

 

ARTICLE I

Name

 

The name of the Corporation is Centerstate Banks of Florida, Inc.

 

ARTICLE II

Duration

This Corporation shall commence its existence immediately upon the filing of these Articles of Incorporation and shall have perpetual duration unless sooner dissolved according to law.

 

ARTICLE III

Purpose and General Powers

The general purpose of the Corporation shall be the transaction of any and all lawful business for which corporations may be incorporated under the Act. The Corporation shall have all of the powers enumerated in the Act and all such other powers as are not specifically prohibited to corporations for profit under the laws of the State of Florida.

 

ARTICLE IV

Capital Stock

A. Number and Class of Shares Authorized; Par Value. The Corporation is authorized to issue the following shares of capital stock:

 

(1) Common Stock. The aggregate number of shares of common stock

(referred to in these Articles of Incorporation as "Common Stock") which the

Corporation shall have authority to issue is 20,000,000 with a par value of

$0.01 per share.

(2) Preferred Stock. The aggregate number of shares of preferred

stock (referred to in these Articles of Incorporation as "Preferred Stock")

which the Corporation shall have authority to issue is 5,000,000 with a par

value of $.01 per share.

B. Description of Remaining Shares of Preferred Stock.

The terms, preferences, limitations and relative rights of the

shares of Preferred Stock are as follows:

(1) Dividends on the outstanding shares of Preferred Stock shall be

declared and paid or set apart for payment before any dividends shall be

declared and paid or set apart for payment on the outstanding shares of Common

Stock with respect to the same quarterly period. Dividends on any shares of

Preferred Stock shall be cumulative only if and to the extent determined by

resolution of the Board of Directors, as provided below. In the event of any

liquidation, dissolution, or winding up of the affairs of the Corporation,

whether voluntary or involuntary, the outstanding shares of Preferred Stock

shall have preference and priority over the outstanding shares of Common Stock

for payment of the amount, if any, to which shares of each outstanding series

of Preferred Stock may be entitled in accordance with the terms and rights

thereof and each holder of Preferred Stock shall be entitled to be paid in full

such amount, or have a sum sufficient for the payment in full set aside, before

any such payments shall be made to the holders of Common stock.

(2) The Board of Directors is expressly authorized at any time and

from time to time to provide for the issuance of shares of Preferred Stock in

one or more series, with such voting powers, full or limited (including, by way

of illustration and not limitation, in excess of one vote per share), or

without voting powers, and with such designations, preferences and relative

participating, option or other rights, qualifications, limitations or

restrictions, as shall be fixed and determined in the resolution or resolutions

providing for the issuance thereof adopted by the Board of Directors, and as

are not stated and expressed in these Articles of Incorporation or any

amendment hereto, including (but without limiting the generality of the

foregoing) the following:

(a) The distinctive designation of such series and the number

of shares which shall constitute such series, which number may be

increased (except where otherwise provided by the Board of

Directors in creating such series) or decreased (but not below the

number of shares thereof then outstanding) from time to time by

resolution of the Board of Directors; and

(b) The rate and manner of payment of dividends payable on

shares of such series, including the dividend rate, date of

declaration and payment, whether dividends shall be cumulative, and

the conditions upon which and the date from which such dividends

shall be cumulative; and

(c) Whether shares of such series shall be redeemed, the time

or times when, and the price or prices at which, shares of such

series shall be redeemable, the redemption price, the terms and

conditions of redemption, and the sinking fund provisions, if any,

for the purchase or redemption of such shares; and

(d) The amount payable on shares of such series and the

rights of holders of such shares in the event of any voluntary or

involuntary liquidation, dissolution or winding up of the affairs

of the Corporation; and

(e) The rights, if any, of the holders of shares of such

series to convert such shares into, or exchange such shares for,

shares of Common Stock, other securities, or shares of any other

class or series of Preferred Stock and the terms and conditions of

such conversion or exchange; and

(f) The voting rights, if any, and whether full or limited,

of the shares of such series, which may include no voting rights,

one vote per share, or such higher number of votes per share as may

be designated by the Board of Directors; and

(g) The preemptive or preferential rights, if any, of the

holders of shares of such series to subscribe for, purchase,

receive, or otherwise acquire any part of any new or additional

issue of stock of any class, whether now or hereafter authorized,

or of any bonds, debentures, notes, or other securities of the

Corporation, whether or not convertible into shares of stock with

the Corporation.

(3) Except in respect of the relative rights and preferences that

may be provided by the Board of Directors as hereinbefore provided, all shares

of Preferred Stock shall be identical, and each share of a series shall be

identical in all respects with the other shares of the same series. When

payment of the consideration for which shares of Preferred Stock are to be

issued shall have been received by the Corporation, such shares shall be deemed

to be fully paid and nonassessable.

 

C. Common Stock Voting Rights.

Each record holder of Common Stock shall be entitled to one vote for each share held. Holders of Common Stock shall have no cumulative voting rights in any election of directors of the Corporation.

 

D. Preemptive Rights.

Holders of Common Stock shall not have as a matter of right any preemptive or preferential right to subscribe for, purchase, receive, or otherwise acquire any part of any new or additional issue of stock of any class, whether now or hereafter authorized, or of any bonds, debentures, notes, or other securities of the Corporation, whether or not convertible into shares of stock of the Corporation.

 

ARTICLE V

Initial Registered Office and Agent; Principal Place of Business

 

The initial registered office of this Corporation shall be located at the City of Winter Haven, County of Polk and State of Florida, and its address there shall be, at present, 7722 SR 544 East, Winter Haven, FL 33881, and the initial registered agent of the Corporation at that address shall be James H. White. The Corporation may change its registered agent or the location of its registered office, or both, from time to time without amendment of these Articles of Incorporation. The principal place of business and the mailing address of the Corporation shall be: 7722 SR 544 East, Winter Haven, FL 33881.

ARTICLE VI

Initial Board of Directors

The initial Board of Directors of the Corporation shall consist of one director. The name and street address of the initial director of this Corporation is:

James H. White

7722 SR 544 East

Winter Haven, FL 33881

The number of Directors of this Corporation shall be the number from time to time fixed by the Shareholders, or by the Directors, in accordance with the terms and conditions of the Bylaws, but at no time shall said number of Directors be less than one.

 

ARTICLE VII

Incorporator

The name and street address of the person signing these Articles of Incorporation as Incorporator are:

James H. White

7722 SR 544 East

Winter Haven, FL 33881

 

ARTICLE VIII

Bylaws

The power to adopt, alter, amend or repeal bylaws shall be vested in the Board of Directors.

 

ARTICLE IX

Amendment

This Corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation, or any amendment hereto, and any right conferred upon the shareholders is subject to this reservation.

 

ARTICLE X

Headings and Captions

The headings or captions of these various Articles of Incorporation are inserted for convenience and none of them shall have any force or effect, and the interpretation of the various articles shall not be influenced by any of said headings or captions.

 

IN WITNESS WHEREOF, the undersigned does hereby make and file these Articles of Incorporation declaring and certifying that the facts stated herein are true, and hereby subscribes thereto and hereunto sets his hand and seal this 7th day of September, 1999.

/s/ James H. White

-----------------------------

James H. White

 

STATE OF FLORIDA

COUNTY OF POLK

The foregoing instrument was acknowledged before me this 7th day of September, 1999, by JAMES H. WHITE.

/s/ Barbara McHugh

-----------------------------

Printed Name: Barbara McHugh

Notary Public, State of Florida

 
 

 

 

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

CENTERSTATE BANKS OF FLORIDA, INC.

Pursuant to Section 607.1002, Florida Statues, the Articles of Incorporation of CenterState Banks of Florida, Inc. are hereby amended as follows:

FIRST: Article I of the Articles of Incorporation is hereby amended by deleting the text thereof in its entirety and substituting the following in lieu thereof:

The name of the Corporation is CenterState Banks, Inc.

SECOND: The foregoing amendment was adopted by the Board of Directors of the Corporation by resolution on May 18, 2009, and without shareholder approval. Shareholder approval of the amendment was not required.

IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment to Articles of Incorporation to be executed and attested to by its duly authorized officer as of this 10th day of June, 2009.

 

CENTERSTATE BANKS OF FLORIDA, INC.

By:  

 

/s/ Ernest S. Pinner

 

    Ernest S. Pinner

 

    Chairman, President and Chief Executive Officer

 

STATE OF FLORIDA

COUNTY OF POLK

The foregoing instrument was acknowledged before me this 10th day of June, 2009, by Ernest S. Pinner, Chairman, President and Chief Executive Officer of CenterState Banks of Florida, Inc., a Florida corporation on behalf of the corporation.

 

/s/ Joan A. Lee

Printed Name:    

 

Joan A. Lee

Notary Public, State of Florida

Personally Known  x  or Produced Identification