Exhibit
3.1
 
 Control
No. J414285
 
 STATE
OF GEORGIA
 Secretary
of State
 Corporations
Division
 315
West Tower
 #2
Martin Luther King, Jr. Dr.
 Atlanta,
Georgia 30334-1530
 
 CERTIFICATE
 OF
 AMENDMENT
 
 
 I, Karen C Handel, the Secretary of
State and the Corporations Commissioner of the State of Georgia, hereby certify
under the seal of my office that
 
 HABERSHAM
BANCORP
 a
Domestic Profit Corporation
 
 has filed
articles/certificate of amendment in the Office of the Secretary of State
on12/29/2008 and has
paid the required fees as provided by Title 14 of the Official Codeof Georgia Annotated.
Attached hereto is a true and correct copy of saidarticles/certificate of
amendment
 
 
 WITNESS
my hand and official seal in the City of Atlantaand the State of Georgia
on December 29,2008
 
 image 3
                  /s/
      Karen C Handel
                    Karen
      C Handel
                    Secretary
      of State
  
  Control
      No: J414285Date
      Filed: 12/29/2008 08:52 AMKaren
      C HandelSecretary
      of State
 
 
 ARTICLES
OF AMENDMENT
 TO
THE
 AMENDED
AND RESTATED
 ARTICLES
OF INCORPORATION
 OF
 HABERSHAM
BANCORP
 
 1.
 
 The name
of the Corporation is Habersham Bancorp
 
 2.
 
 The
Amended and Restated Articles of Incorporation of the Corporation are
herebyamended by
inserting the following new Article 5B(l) immediately following Article
5B:
 
 "ARTICLE5B(1)
 
 Of the foregoing class of Preferred
Stock the Corporation hereby designates the rights, privileges, preferences, and
limitations of the Series A Preferred Stock set forth below:
 
 SERIES A
NONCUMULATIVEPERPETUALPREFERRED STOCK
 Relative
Rights and Preferences and Other Terms
 As
Designated By the Board of Directors
 
 1.Designation
and Initial Number.Theclass of shares of preferred stock
hereby authorized shall be
designated "Series A Noncumulative Perpetual Preferred Stock"
(hereinafter, the "Series
A Preferred Stock"). The initial number of authorized shares of the Series A
Preferred Stock shall be
10,000 shares, no par value. Defined terms used herein shall have the
meanings ascribed to them
in their context or in Section 10 hereof.
 
 2.            
Rank.
The Series A Preferred Stockwill,
with respect to dividend rights andrights on liquidation,
winding-up and dissolution, rank(i) on
a parity with each otherclassor.series of capital stock
(except for Common Stock) of the Corporation,the terms of which
do notexpressly
provide that such class or series will rank either junior or senior to the
Series APreferred
Stock as to dividend rights and rights on liquidation, winding-up and
dissolution of theCorporation (collectively
referred to as "Parity Securities"), (ii) senior to the Corporation's Common
Stock and each other class or series of capital stock of the Corporation, the
terms ofwhich
expressly provide that it ranks junior to the Series A Preferred Stock as to
dividend rightsand
rights on liquidation, winding-up and dissolution of the Corporation
(collectively referred toas "Junior Securities"),
and (iii) junior to each other class or series of capital stock of theCorporation, the terms of
which expressly provide that it ranks senior to the Series A PreferredStock as to
dividend rights and rights on liquidation, winding-up and dissolution of
theCorporation
(collectively, referred to as "Senior Securities").The Corporationhas the right toauthorize and issue
additional shares or classes or series of Junior Securities, Parity Securities
orSenior Securities
without the consent of the Holders.
  
  
  3.Voting
Rights. The Holders shall not be entitled to vote on any matter except to
theextent required
by law. On those matters on which the Holders are entitled to vote, the
Holdersshall have
the right to one vote for each share of Series A Preferred Stock, shall be
entitled toreceive
notice of any shareholders meeting held to act upon such matters in accordance
with theBylaws of
the Corporation, and shall be entitled to vote in such manner as provided by
law. Unlessotherwise
provided by law, the Holders shall vote together with the holders of Common
Stock as asingle
class, and not as a separate class.
 
 4.          
   Dividend
Rights.
 
 (a)From and after the Effective Date, Holders shall be entitled to receive,
when, as and if declared by the Board of Directors, out of the funds legally
available therefor, non-cumulative cash dividends at an annual rate of 6.0% of
the Liquidation Preference (the "Dividends"). Any Dividends will be computed on
the basis, of a 360-day year of twelve 30-day months, and shall be payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year (each a "Dividend Payment Date"), or if any such day is not a Business Day,
on the first Business Day subsequent thereto. Each period from and including a
Dividend Payment Date to but excluding the following Dividend Payment Date is
herein referred to as a "Dividend Period."
 
 (b)           Each Dividend will be payable to
Holders of record as they appear in the records of the Corporation at the close
of business on the fifteenth day of the month preceding the month in which the relevant
Dividend Payment Date occurs or, if such date is not a Business Day, the first Business Day following
such date.
 
 (c)           Dividends on the Series A Preferred
Stock are non-cumulative. If the Board of Directors does not declare a
Dividend on the Series A Preferred Stock in respect of any Dividend Period, the Holders will have
no right to receive any Dividend for such Dividend Period, and the Corporation will have
no obligation to pay a Dividend for such Dividend Period, whether or not Dividends are declared
and paid for any future Dividend Period with respect to the Series A Preferred Stock or the
Common Stock or any other class or series of the Corporation's capital
stock.
 
 (d)           If
full Dividends payable pursuant to Subparagraph 4(a) on all outstanding shares
of the Series A Preferred Stock for any Dividend Period have not been declared
and paid, the Corporation shall not declare or pay dividends with respect to, or
redeem, purchase or acquire any of, its Junior Securities during the next
succeeding Dividend Period, other than (i) redemptions, purchases or other
acquisitions of Junior Securities in connection with any benefit plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants or in connection with a dividend reinvestment
or shareholder stock purchase plan or (ii) any declaration of a dividend in
connection with any shareholders' rights plan, including with respect to any
successor shareholders' rights plan, or the issuance of rights, stock or other property under
any shareholders' rights plan, including with respect to any successor shareholders' rights plan, or
the redemption or repurchase of rights pursuant thereto. If Dividends payable pursuant to
Subparagraph 4(a) for any Dividend Period are not paid in full on the shares of the Series A Preferred
Stock and there are issued and outstanding shares of Parity Securities with the same relevant
payment date (or a payment date falling within the same. Dividend Period if the payment dates
are not the same), then all dividends declared on sharesofthe Series A Preferred Stock and such
Parity Securities on such date(s) shall be declared pro rata so that the respective amounts of such
dividends shall bear the same ratio to each other as full quarterly Dividends per share payable
on thesharesof theSeries A Preferred Stock
pursuant to Subparagraph
4(a) and all such Parity Securities otherwise payable on such relevant
payment date(s) (subject
to their having been declared by the Board of Directors out of legally
available funds and
including, in the case of any such Parity Securities that bear cumulative
dividends, all accrued but
unpaid dividends) bear to each other.
  
  5.Liquidation or
Dissolution.
 
 (a)           If the Corporation voluntarily or
involuntarily liquidates, dissolves or winds up, the Holders at such time
shall be entitled to receive, on a per share basis, the Liquidation Preference,
plus an amount equal to any declared but unpaid dividends thereon to
and including the date of such
liquidation, dissolution or winding up out of assets legally available for distribution to the
Corporation'sshareholders;beforeany distribution of assets
is made to the holders of
the Common Stock or any other Junior Securities (such amount is herein
referred to as the "Liquidation
Value").
 
 (b)      
    To the extent the payments required by Section 5(a) have
been made in full to the Holders and to holders of any Parity Securities,the remaining assets and funds of the Corporation shall be distributed
among the holders of the Junior Securities, according to their respective rights
and preferences and in each case according to their respective
shares.
 
 (c) If the assets
of the Corporation available for distribution to shareholdersupon any liquidation,
dissolution or winding-up of the affairs of the Corporation, whethervoluntary or involuntary,
shall be insufficient to pay in full the amounts payable with respect toall outstanding shares of
the Series A Preferred Stock as required by Section 5(a) and thecorresponding amounts
payable on any Parity Securities, Holders and the holders of such ParitySecurities shall share
ratably in any distribution of assets of the Corporation in proportion to
thefull respective
liquidating distributions to which they would otherwise be respectively
entitled.
 
 (d)           Neither a change of control nor any
purchase or redemption of stock of the Corporation of any class shall be
deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of the
provisions of this Section 5.
 
 6.       
     Maturity. The Series A Preferred stock shall be
perpetual.
 
 7.        
    Repurchase Provision.
Subject to regulatory approval and to such approval as may be expressly required
pursuant to the terms of any preferred stock issued by the Corporation to and
held by the U.S. Treasury, the Corporation shall have the right to repurchase
all or any part of the Series A Preferred Stock at any time at a purchase price
per share equal to the Liquidation Value. Any shares of Series A Preferred Stock
that are repurchased by the Corporation shall revert to authorized but unissued
shares of preferred stock (provided that any such cancelled shares of Series A
Preferred Stock may be reissued
onlyasshares of any series of preferred stock other than Series A Preferred
Stock).
  
  8.          
  No Implied
Limitations. Nothing
herein shall limit, by inference or otherwise, the discretionary right of the Board of
Directors to divide any or all of the shares of preferred stock of the Corporation into series and, within
the limitations set forth in the Georgia Business Corporate Code, to fix and determine the relative
rights and preferences of the shares of any series so established, to the full extent
provided in the Articles of Incorporation of the
Corporation.
 
 9.          
  General
Provisions. In addition to
the above provisions with respect to the Series A Preferred Stock, such Series A
Preferred Stock shall be subject to, and entitled to the benefits of, the
provisions set forth in the Corporation's ArticlesofIncorporation with respect to preferred
stock generally.
 
 10.           Definitions. As used herein with respect to the
Series A Preferred Stock, the following terms have the following
meanings:
 
 (a)The term "Business Day" means any day other than a Saturday, Sunday
orany other day on
which banks in Atlanta, Georgia are generally required or authorized by law
tobe closed.
 
 (b)The term "Common Stock has the meaning set forth in Section
2.
 
 (c)           The term "Effective Date" means the
effective date on which shares of the Series A Preferred Stock are first
designated in Articles of Amendment filed with the Georgia Secretary of State pursuant to the
provisions of O.C.G.A. § 14-2-602.
 
 (d)           The term "Holder" means the Person in
whose name the shares of the Series A Preferred Stock are
registered, which may be treated by the Corporation as the absolute owner of the shares of Series A
Preferred Stock for the purpose of making payment and settling the related conversions and for all
other purposes.
 
 (e)           The term "Liquidation Preference"
means, as to the Series A Preferred Stock, $1,000 per
share.
 
 (f)       
    The term
"Person" means a legal person, including any individual, corporation, estate, partnership, joint
venture, association, joint-stock company, limited liability company or trust.
 
 11.Notices.
All notices required or permitted to be given by the Corporation withrespect to the Series A
Preferred Stock shall be in writing, and if delivered by first class UnitedStates mail, postage
prepaid, to the Holders at their last addresses as they shall appear upon
thebooks of the
Corporation, shall be conclusively presumedtohave been duly given, whether
ornot the
Holder actually receives such notice."
  
  3.
 
 The
foregoing amendment was duly adoptedby the Corporation's Board of
Directors onDecember
20, 2008 and shall be effective upon filing with the Georgia Secretary of
State.Shareholder
approval was not required pursuant to the provisions ofSection 14-2-602 of theGeorgia Business
Corporation Code.
 
 
 [Signature
appears on next page]
  
  IN WITNESS WHEREOF, the Corporation has caused
these Articles of Amendment tobe signed by its duly
authorized officer this 29th day of December, 2008
 
 HABERSHAM
      BANCORPBy:
                              /s/
      Edward D. AriailEdward
      D. AriailVice
      President and Corporate
Secretary
  
  Control
      No: J414285Date
      Filed: 12/18/2008 03:31 PMKaren
      C HandelSecretary
      of State
 
 
 ARTICLES
OF AMENDMENT
 TO
THE
 AMENDED
AND RESTATED
 ARTICLES
OF INCORPORATION
 OF
 HABERSHAM
BANCORP
 
 1.
 
 The name
of the Corporation is Habersham Bancorp.
 
 2.
 
 The Amended and Restated Articles of
Incorporation of the Corporation are hereby amended by renumbering the current
Article 5 as Article 5A and inserting the following new Article 5B immediately
thereafter:
 
 "ARTICLE
5B
 
 (a)           The Corporation shall also be
authorized to issue 10,000,000 shares of preferred stock, no par value ("Preferred
Stock").
 
 (b)           The Board of Directors of the Company
is hereby granted the authority, subject to the provisions of this Article 5B
and to the limitations prescribed by law, to classify the unissued shares of Preferred Stock into
one or more series of Preferred Stock and with respect to each such series to fix by resolution
or resolutions providing for the issuance of such series the terms, including the preferences,
rights and limitations, of such series. Each series shall consist of such number of shares as shall be
stated in the resolution or resolutions providing for the issuance of such series together with
such additional number of shares as the Board of Directors by resolution or resolutions
may from time to time determine to issue as a part of the series. The Board of Directors may from
time to time decrease the number of shares of any series of Preferred Stock (but not
below the number thereof then outstanding) by providing that any unissued shares previously assigned
to such series shall no longer constitute part thereof and restoring such unissued shares to
the status of authorized but unissued shares of Preferred Stock.
 
 (c)           The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination of
the following:
 
 (i)
              The number of shares constituting
      that series and the distinctive designation of that
      series;
 
 (ii)
              The
      dividend rate on the shares of that series, whether dividendsshall be cumulative,
      and, if so, from which date or dates, and therelative rights of
      priority, if any, of payments of dividends onshares of that
      series;
  
  
  (iii)
              Whether that series shall have
      voting rights, in addition to the voting rights provided by law,
      and, if so, the terms of such voting rights;
 
 (iv)
              Whether that series shall have
      conversion privileges, and, if so, the terms and conditions of such
      conversion, including provisions for adjustment of the
      conversion rate in such events as the Board of Directors shall
      determine;
 
 (v)
              Whether or
      not the shares of that series shall be redeemable, and, if so, the
      terms and conditions of such redemption, including the date or
      dates upon or after which they shall be redeemable, and the amount
      per share payable in case of redemption, which amount may
      vary underdifferentconditions
      andatdifferent
      redemption
      rates;
 
 (vi)
              Whether that series shallhaveasinking fund for the redemption
      or purchase of shares of
      that series, and, if so, the terms and amount of such sinking fund
      and
 
 (vii)
              Any other relative rights,
      preferences and limitations of that series.
 
 (d)The holders of shares of each series of Preferred Stock shall be entitled
uponliquidation or
dissolution, or upon the distribution of the assets, of the Company to suchpreferences as provided in
the resolution or resolutions creating the series, and no more, beforeany distribution of the
assets of the Company shall be made to the holders of any other seriesof Preferred Stock or to
the holders of shares of Common Stock. Whenever the holders ofshares of Preferred Stock
of all series shall have been paid the full amounts to which they shallbe entitled, the holders
of shares of Common Stock shall be entitled to share ratably in all theremaining assets of the
Company."
 
 3.
 
 The
foregoing amendment was duly adopted by the Corporation's Board of Directors
onNovember 15, 2008
and was duly approved by its shareholders in accordance with the provisionsof Section 14-2-1003 on
December 17, 2008. It shall be effective upon filing of these Articles ofAmendment with the Georgia
Secretary of State.
  
  INWITNESS
WHEREOF, the Corporation has caused these Articles of Amendment
tobe signed by its
duly authorized officer this 17th day of December,2008.
 
 HABERSHAM
      BANCORPBy:
                    /s/
      Edward D. AriailEdward
      D. AriailVice
      President and Corporate
Secretary
  
  
 Secretary
      of State
                DOCKET
      NUMBER
                :
      052130240Corporations
      Division
                CONTROL
      NUMBER
                :
      J414285315
      West Tower
                EFFECTIVE
      DATE
                :
      07/22/2005#2
      Martin Luther King, Jr. Dr.
                REFERENCE
                :
      0045Atlanta,
      Georgia 30334-1530
                PRINT
      DATE
                :
      08/01/2005FORM
      NUMBER
                :
      119
 
 JOEL
CARTER
 POWELL
GOLDSTEIN LLP
 1201
WEST PEACHTREE ST.
 ATLANTA,
GA   30309
 
 CERTIFICATE
OF SHARE EXCHANGE
  I,
Cathy Cox, the Secretary of State and the Corporations Commissioner of the State
of Georgia, do hereby certify under the seal of my office that articles or
certificate of share exchange have been filed on the effective date set forth
above regarding
   HABERSHAM
BANCORP
 A
Georgia corporation
 and
 LIBERTY
BANK & TRUST
 A
Georgia Bank
  and
that the fees have been paid as provided by Title 14 of theOfficial
Code of Georgia Annotated. Attached hereto is a true andcorrect
copy of said articles or certificate of share exchange.
  WITNESS
my hand and official seal in the City of Atlanta and the State of Georgia on the
date set forth above.
 
 image 3
                    /s/
      Cathy Cox
                      Cathy
      Cox
                      Secretary
      of State
  
  
 Certificate
of Share Exchange
 Between
 Liberty
Bank & Trust
 and
 Habersham  Bancorp
   Pursuant
to the provisions of Section 14-2-1105 of the Georgia Business Corporations
Code, Habersham Bancorp, a corporation organized and existing under the laws of
the State of Georgia (the "Company"), hereby executes the following Articles of
Share Exchange:
  1.      
     Pursuant to an Agreement and Plan of Share
Exchange, dated as of February 23, 2005 (the "Agreement"), at the effective time
set forth in Article 6 hereof, the Company will acquire all of the outstanding
shares of Liberty Bank & Trust, bank chartered under the laws of the State
of Georgia (the "Bank"), through a share exchange (the "Share Exchange"). Both
the Company and the Bank will continue to exist for all legal and corporate
purposes after the effective time of the Share Exchange.
  2.   
        The executed Agreement is on
file at the Company's principal place of business located at 282 Historic
Highway 441 North, Cornelia, Habersham County, Georgia. A copy of the Agreement
will be furnished by the Company, upon request and without cost, to the
shareholders of the Company and the Bank.
  3.    
       The Agreement was adopted and ratified
by all of the shareholders of the Bank pursuant to a written unanimous consent
dated July 21, 2005. The Bank has no other classes of capital stock entitled to
vote on the Agreement.
  4.       
    The Company's shareholders were not required to approve
the Agreement
  5.       
    The undersigned hereby certifies that the Company,
as the acquiring corporation in the Share Exchange, will deliver the request for
publication of a notice of filing of this Certificate of Share Exchange,
together with payment therefor, as required by Section 14-2- 1105.1(b) of the
Georgia Business Corporations Code.
  6.    
       The Share Exchange shall be effective
as of 11:58 p.m., Eastern Daylight Savings Time, on July
22,2005.




IN
WITNESS WHEREOF, the acquiring corporation in the Share Exchange has caused this
Certificate of Share Exchange to be executed in its name by its President and
Chief Executive Officer and attested by its Secretary as of the 22nd day of
July, 2005.








HABERSHAM
      BANCORP[Corporate
      Seal]By:
                /s/
      David D. StovallDavid
      D. StovallPresident
      and Chief Executive OfficerAttest:
                /s/
      Edward D. AriailEdward
      D.Ariail 'Secretary














Department
      of Banking and Finance2990
      Brandwine Road, Suite 200Atlanta,
      Georgia 30341-5565Sonny
      Perdue
                
                770-986-1633
                
                David
      G. SorrellGovernor
                
                www.gadbf.org
                
                Commissioner





July
      22, 2005Honorable
      Cathy CoxSecretary
      of StateSuite
      306, West Tower#2
      Martin Luther King Jr. DriveAtlanta,
      Georgia 30334





Re:
              Articles
      of Share Exchange-Habersham Bancorp, Cornelia, Habersham County, Georgia,
      to acquire Liberty Bank & Trust, Toccoa, Stephens County,
      Georgia.





Articles
      of Merger-Liberty Bank &Trust, Toccoa, Stephens County, Georgia, to
      merge with and into Habersham Bank, Cornelia, Habersham County,
      Georgia.





Dear Ms.
Cox:





On June
30, 2005 the Department approved the application of Habersham Bancorp to acquire
Liberty Bank &Trust. Please find enclosed Articles of Share Exchange and
expedited filing fee receipt for the share exchange transaction. The parties to
the transaction would like to consummate the acquisition transaction via a share
exchange on July 22, 2005 at 11:58 p.m.





Also,
please find enclosed this Department’s Certificate of Approval, Articles of
Merger, and expedited filing fee for the merger of Liberty Bank & Trust with
and into Habersham Bank. It appears that all requirements of law have been
completed and the Certificate of Merger may be issued by your office. The
parties to the merger would like for the effective date of the merger to be July
22, 2005 at 11:59 p.m.





If you
have any questions regarding the transactions, please contact the undersigned at
(770)986-1645.





Sincerely,








cc:
              Mr.
      Joel B. Carter


Powell
      Goldstein LLP


One
      Atlanta Center, Fourteenth
Floor


1201
      West Peachtree Street, NW


Atlanta
      Georgia 30309-3488











Secretary
      of State
                                  DOCKET
      NUMBER
                                  :
                                  001431045Corporations
      Division
                                  CONTROL
      NUMBER
                                  :
                                  J414285315
      West Tower
                                  EFFECTIVE
      DATE
                                  :
                                  05/22/2000#2
      Martin Luther King, Jr. Dr.
                                  REFERENCE
                                  :
                                  0093Atlanta,
      Georgia 30334-1530
                                  PRINT DATE
                                  :
                                  05/22/2000FORM
      NUMBER
                                  :
                                  111





POWELL
      GOLDSTEIN FRAZER  & MURPHYJEANNIE
      OSBORNE16TH
      FL.,   191  PEACHTREE
ST.,NEATLANTA, 
      GA    30303





CERTIFICATE
OF AMENDMENT





I, Cathy
Cox, the Secretary of State and the Corporations Commissioner of the State of
Georgia, do hereby certify under the seal of my office that





HABERSHAM
BANCORP


A
DOMESTIC PROFIT CORPORATION





has filed
articles of amendment in the Office of the Secretary of State and has paid the
required fees as provided by Title 14 of the Official Code of Georgia Annotated.
Attached hereto is a true and correct copy of said articles of
amendment.





WITNESS
my hand and official seal in the City of Atlanta and the State of Georgia on the
date set forth above.








image 8
              
              
              image 9








image 3
                
                
                /s/
      Cathy Cox
                  Cathy
      Cox
                  Secretary
      of State











ARTICLES
OF AMENDMENT


TO
THE


AMENDED
AND RESTATED


ARTICLES
OF INCORPORATION


OF


HABERSHAM
BANCORP





1.





The name
of the Corporation is Habersham Bancorp.





2.





The
Corporation hereby amends Article 9 of its Amended and Restated Articles of
Incorporation by deleting Article 9 in its entirety and inserting in lieu
thereof a new Article 9 as follows:





"9.
              The
      number of directors of the Company shall be not less than five nor more
      than 25 and within that minimum and maximum shall be such number as shall
      be from time to time specified by the shareholders or the Board of
      Directors of the
Corporation."





3.





The
foregoing amendment was duly approved by the Corporation's Board of Directors on
January 29, 2000 and by its shareholders on April 15, 2000.





IN WITNESS WHEREOF,the
Corporation has caused these Articles of Amendment to be sighed by its duly
authorized officer this 15th day of April, 2000.





HABERSHAM
      BANCORPBy:
              /s/
      Edward D. AriailEdward
      D.AriailVice
      President and Corporate
Secretary










Secretary
      of State
                DOCKET
      NUMBER
                :
                951810326Corporations
      Division
                CONTROL
      NUMBER
                :
                8414285315
      West Tower
                EFFECTIVE
      DATE
                :
                06/30/19952
      Martin Luther King, Jr. Dr.
                REFERENCE
                :
                0069Atlanta,
      Georgia 30334-1530
                PRINT DATE
                :
                06/30/1995FORM
      NUMBER
                :
                411





POWELL,
GOLDSTEIN, FRAZER & MURPHY


DEBRA L.
SKAL


191
PEACHTREE ST, NE, 16TH FLOOR


ATLANTA,
GEORGIA 30303








CERTIFICATE
OF MERGER





I, MAX CLELAND,Secretary of State of
the State of Georgia, do hereby issue this certificate pursuant to Title 14 of
the Official Code of Georgia Annotated certifying that articles or a certificate
of merger and fees have been filed regarding the merger of the below entities,
effective as of the date shown above. Attached is a true and correct copy of
said filing.





Surviving
Entity:





HABERSHAM BANCORP,a Georgia
corporation








Non-Surviving
Entity:





SECURITY BANCORP,INC., a
Georgia corporation











image 3
              
              
              /s/ MAX CLELAND
                  MAX
      CLELAND
                SECRETARY
      OF STATE




●











CERTIFICATE
OF MERGER


OF


SECURITY
BANCORP, INC.


WITH
AND INTO


HABERSHAM
BANCORP








Pursuant
to the provisions of Section 14-2-1105 of the Georgia Business Corporation Code,
HABERSHAM BANCORP, a corporation organized and existing under the laws of the
State of Georgia ("Habersham") hereby executes the following Certificate of
Merger:





1.
              Pursuant
      to an Agreement and Plan of Merger dated as of January 16,1995 (the
      "Agreement"), at the effective time set forth in Paragraph 9 of this
      Certificate of Merger, SECURITY BANCORP, INC., a corporation organized and
      existing under the laws of the State of Georgia ("Security"), will merge
      with and into Habersham (the
"Merger").





2.
              Habersham
      will be the surviving corporation resulting from the Merger and will
      continue to operate under the name "Habersham
  Bancorp."





3.
              Habersham
      will not amend its Articles of Incorporation as a result of the
      Merger.





4.
              The
      executed Agreement is on file at Habersham's principal place of business
      located at Highway 441 North, P.O. Box 1980, Cornelia, Georgia 30531. A
      copy of the Agreement will be furnished by Habersham, on request and
      without cost, to the shareholders of Habersham and
    Security.





5.
              The
      Agreement was required to be adopted by the affirmative vote of the
      holders of a majority of the outstanding shares of the $1.00 par value
      common stock of Security ("Security Common Stock"). At the close of
      business on the record date for determining the holders of Security Common
      Stock entitled to vote with respect to the Agreement, there were 525,000
      shares of Security Common Stock issued and outstanding. Accordingly, the
      affirmative vote of 262,501 shares of Security Common Stock was required
      to adopt the Agreement. In a meeting of Security shareholders held on June
      15, 1995, the Agreement was adopted by the affirmative vote of the holders
      of 469,073 shares of Security Common Stock. Security has no other classes
      of capital stock entitled to vote on the
  Agreement.





6.
              The
      Agreement was not required to be adopted by the shareholders of
      Habersham.





7.
              All
      provisions of the laws of the State of Georgia applicable to the Merger
      have been complied with.





8.
              The
      undersigned hereby certifies that the surviving corporation of the Merger
      will deliver the request for publication of a notice of filing of this
      Certificate of Merger, together with payment therefor, as required by
      Section 14-2-1105.1(b) of the Georgia Business Corporation
      Code.










Secretary
      of State
                DOCKET
      NUMBER
                :
                951240333Corporations
      Division
                CONTROL
      NUMBER
                :
                8414285Suite
      315 West Tower
                EFFECTIVE
      DATE
                :
                04/17/19952
      Martin Luther King, Jr. Dr.
                REFERENCE
                :
                0069Atlanta,
      Georgia 30334-1530
                PRINT DATE
                :
                05/04/1995FORM
      NUMBER
                :
                0111








POWELL,
GOLDSTEIN, FRAZER & MURPHY


CAROL I.
MCEWEN


191
PEACHTREE STREET, NE, 16TH FLR


ATLANTA,
GA 30303








CERTIFICATE
OF AMENDMENT





I, MAX CLELAND,Secretary of State and
the Corporation Commissioner of the State of Georgia, do hereby certify under
the seal of my office that





HABERSHAM
BANCORP


A
DOMESTIC PROFIT CORPORATION





has filed
articles of amendment in the office of the Secretary of State and has paid the
required fees as provided by Title 14 of the Official Code of Georgia Annotated.
Attached hereto is a true and correct copy of said articles of
amendment.





WITNESS
my hand and official seal in the City of Atlanta and the State of Georgia on the
date set forth above.








image 3
              
              
              /S/
      MAX CLELAND
                  MAX
      CLELAND
                SECRETARY
      OF STATE





CORPORATIONS
656-2817 • CORPORATIONS HOT-LINE 404-656-2222 (Outside
Metro-Atlanta)











ARTICLES
OF AMENDMENT


TO
THE


ARTICLES
OF INCORPORATION


OF


HABERSHAM
BANCORP





1.





The name
of the corporation isHABERSHAM
BANCORP.





2.





The
corporation hereby amends its Articles of Incorporation by deleting Article 5
thereof in its entirely and substituting in lieu thereof the
following:





"The
Corporation shall have the authority to issue Ten Million (10,000,000) shares of
common stock."





3.





A
resolution of the Board of Directors to so amend the Articles of Incorporation
of the corporation was adopted on January 21, 1995. Such amendment was
recommended to the shareholders and was duly approved by the shareholders of the
corporation in accordance with the provisions of Section 14-2-1003 of the
Georgia Business Corporation Code at a meeting held on April 15,
1995.





4.





The
corporation further amends its Articles of Incorporation by adding the following
new Article 5A thereto:





"The par
value of the common stock of the Company shall be $1.00 per
share."





All other
provisions of the Articles of Incorporation shall remain in full force and
effect.





5.





The
amendment set forth in Section 4. above was unanimously approved by the members
of the Board of Directors of the corporation on January 21,
1995.  Shareholder action was not required.











IN WITNESS WHEREOF,the
corporation has caused these Articles of Amendment to be signed by its duly
authorized officer, this 17th day of April, 1995.








HABERSHAM
      BANCORP/s/
      Edward D. AriailEdward
      D. AriailVice
      President and Secretary











ARTICLES
OF AMENDMENT TO THE


RESTATED
ARTICLES OF INCORPORATION OF


HABERSHAM
BANCORP








1.





The name
of the Corporation is:





Habersham
Bancorp.





2.





The
Restated Articles of Incorporation of the Corporation are amended by adding new
Articles 14 and 15 as follows:





14.





A
director of the Corporation shall not be personally liable to the Corporation or
its shareholders for monetary damages for breach of any duty as a director,
except for liability for:





(a)
              any
      appropriation, in violation of his duties, of any business opportunity of
      the Corporation;





(b)
              acts
      or omissions not in good faith or which involve intentional misconduct or
      a knowing violation of law;





(c)
              the
      types of liability set forth in Section 14-2-154 of the Official Code of
      Georgia Annotated; or





(d)
              any
      transaction from which the director derived an improper material tangible
      personal benefit.





If, after
approval by the shareholders of this Article, the Official Code of Georgia
Annotated is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Official Code of Georgia Annotated, as so amended. Any repeal
or modification of this Article by the shareholders of the Corporation shall be
prospective only and shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification.











15.





Should an
provision of the Articles of Incorporation of the Corporation, as amended and
restated, or any clause thereof, be held to be invalid, illegal or
unenforceable, in whole or in part, the remaining provisions and clauses of the
Articles of Incorporation of the Corporation, as amended and restated, shall
remain valid and fully enforceable.





3.





The
foregoing amendment to the Restated Articles of Incorporation was duly adopted
by the shareholders of the Corporation entitled to vote thereon at a meeting
held April 16,
1988.  As of the record date, there were 175,000 shares of the
Corporation's common stock issued, outstanding and entitled to vote on the
amendment.  The affirmative vote of the holders of a majority of the
outstanding shares (87501shares) was required
to adopt the amendment. Of the 175,000 shares
outstanding and entitled to vote, 138,081 shares were
voted in favor of the amendment. IN WITNESS WHEREOF, the undersigned officers of
the Corporation have hereunto executed these Articles of Amendment to the
Restated Articles of Incorporation this 16th day of April,1988.





HABERSHAM  BANCORPBy:
            /s/
      R. Allen SmithR.
      Allen SmithATTEST:
            
            President/s/
      David D. StovallDavid
      D. StovallComptroller,
      Secretary & Treasurer[CORPORATE
      SEAL]74912147G















I Max
Cleland, Secretary of State of the State of Georgia, do hereby certify
thatthe articles of incorporation of "HABERSHAM BANCORP", have
been duly restated under the laws of the State of Georgia on the 7th day of
September, 1984, and have been amended by the filing of restated articles of
incorporation in the office of the Secretary of State and the fees therefor
paid, as provided by law, and that attached hereto is a true copy of said
restated articles of incorporation.







IN TESTIMONY WHEREOF. I have hereunto set my hand
      and affixed the seal of my office, at the Capitol in the City of Atlanta,
      this 7th day
      of September
      in the year of our Lord One Thousand Nine Hundred and Eighty Four
      and of the Independence of the United States of America the Two Hundred
      and Nine/S/
      MAX CLELANDSECRETARY
      OF STATE, EX-OFFICIO CORPORATIONCOMMISSIONER
      OF THE STATE OF GEORGIA




AMENDED
AND RESTATED
 
 ARTICLES
OF INCORPORATION
 
 OF
 
 HABERSHAM
BANCORP
 
 
 1.
 
 The name
of the Corporation is:  "HABERSHAM BANCORP."
 
 2.
 
 The
Corporation is organized pursuant to the provisions of the Georgia Business
Corporation Code.
 
 3.
 
 The
Corporation shall have perpetual duration.
 
 4.
 
 The
Corporation is organized for the purpose of doing any and all things which a
corporation may now or hereafter be authorized to do under the Georgia Business
Corporation Code or under any act amendatory thereof, supplemental thereto, or
substituted therefor; including, but not by way of limitation, the following
specific purposes:
 
 (a)    To
act as a holding company and to acquire, own, hold, sell, exchange, assign,
transfer, create security interests in, pledge or otherwise dispose of shares,
or voting trust certificates or depositary receipts for shares, or capital stock
of, or any bonds, notes, debentures, or other evidences of indebtedness,
options, warrants or other securities issued by, other businesses of any lawful
character, including, but not limited to, banks, insurance agencies and
companies, mortgage loan and servicing companies, trust companies, data
processing companies, courier or messenger companies and any other businesses
providing goods or services related to banking; and
  
  (b)    To
operate insurance agencies, to make and acquire mortgage loans and render
mortgage loan services, to provide courier or messenger services and to provide
other goods or services related to banking.
 
 To do
each and every thing necessary, suitable or proper for the accomplishment of any
of the purposes or the attainment of any one or more of the objects herein
enumerated, or which at any time appear conducive to or expedient for the
protection or benefit of the Corporation.
 
 IN
FURTHERANCE OF AND NOT IN LIMITATION of the general powers conferred by the laws
of the State of Georgia and the objects and purposes herein set forth, it is
expressly provided that, to such extent as a corporation organized under the
Georgia Business Corporation Code may now or hereafter lawfully do, the
Corporation shall have the power to do, either as principal or agent and either
alone or in connection with other corporations, firms or individuals, all and
everything necessary, suitable, convenient or proper for, or in connection with,
or incident to, the accomplishment of any of the purposes or the attainment of
any one or more of the objects herein enumerated, or designed directly or
indirectly to promote the interests of the Corporation or to enhance the value
of its properties; and in general to do any and all things and exercise any and
all powers, rights and privileges which a corporation may now or hereafter be
authorized to do or to exercise under the Georgia Business Corporation Code or
under any act amendatory thereof, supplemental thereto or substituted
therefor.
 
 The
foregoing provisions of this Article 4 shall be construed both as purposes and
powers and each as an independent purpose and power.    The
foregoing enumeration of specific purposes and powers herein specified
shall,  except when otherwise provided in this Article 4, be in no
wise limited or restricted by reference to, or inference from, the terms of any
provision of this or any Article of these Articles of
Incorporation.
  -2-
  5.
 
 The
Corporation shall have authority to issue One Million (1,000,000) shares of
$2.50 par value common stock.
 
 6.
 
 The
Corporation shall be entitled to purchase its own shares out of its unreserved
and unrestricted earned and capital surplus available therefor.
 7.
 
 The
Corporation shall be entitled to distribute a portion of its assets to its
shareholders out of capital surplus available therefor.
 8.
 
 The
pre-emptive right of any shareholder to acquire authorized and unissued shares
of the Corporation is denied.
 
 9.
 
 (a)    The
Board of Directors, when it consists of nine or more members, shall be divided
into three (3) classes, Class I, Class II and Class III, which shall be as
nearly equal in number as possible.    Each director in
Class I shall be elected to an initial term of one (1) year, each director in
Class II shall be elected to an initial term of two (2) years and each director
in Class III shall be elected to an initial term of three (3) years, and each
director shall serve until the election and qualification of his successor or
until his earlier resignation, death or removal from office.  Upon the
expiration of the initial terms of office for each Class of directors, the
directors of each Class shall be elected for terms of three (3) years, to serve
until the election and qualification of their successors or until their earlier
resignation, death or removal from office.
  -3-
  (b)    Unless
two-thirds (2/3) of the directors then in office shall approve the proposed
change, this Article 9 may be amended or rescinded only by the affirmative vote
of the holders of at least two-thirds (2/3) of the issued and outstanding shares
of the Corporation entitled to vote in an election of directors, at any regular
or special meeting of the shareholders, and notice of the proposed change must
be contained in the notice of the meeting.
 
 10.
 
 (a)    Except
as provided in paragraph (b) of this Article 10, the Board of Directors shall
have the right to adopt, amend or repeal the By-laws of the Corporation by the
affirmative vote of a majority of all directors then in office, and the
shareholders shall have such right by the affirmative vote of a majority of the
issued and outstanding shares of the Corporation entitled to vote in an election
of directors.
 
 (b)    Notwithstanding
subparagraph (a) of this Article 10, any amendment of the By-laws of the
Corporation changing the number of directors shall require the affirmative vote
of at least two-thirds (2/3) of the directors then in office or the affirmative
vote of the holders of at least two-thirds (2/3) of the issued and outstanding
shares of the Corporation entitled to vote in an election of directors, at any
regular or special meeting of the shareholders, and notice of the proposed
change must be contained in the notice of the meeting.
  -4-
  (c)    Unless
two-thirds (2/3) of the directors then in office shall approve the proposed
change, this Article 10 may be amended or rescinded only by the affirmative vote
of the holders of at least two-thirds (2/3) of the issued and outstanding shares
of the Corporation entitled to vote in an election of directors, at any regular
or special meeting of the shareholders, and notice of the proposed change must
be contained in the notice of the meeting.
 
 11.
 
 (a)    At
any shareholders' meeting with respect to which notice of such purpose has been
given, the entire Board of Directors or any individual director may be removed
without cause only by the affirmative vote of the holders of at least two-thirds
(2/3) of the issued and outstanding shares of the Corporation entitled to vote
in an election of directors.
 
 (b)    At
any shareholders' meeting with respect to which notice of such purpose has been
given, the entire Board of Directors or any individual director may be removed
with cause only by the affirmative vote of the holders of at least a majority of
the issued and outstanding shares of the Corporation entitled to vote in an
election of directors.
 
 (c)    For
purposes of this Article 11, a director of the Corporation may only be removed
for cause if (i) the director has been convicted of a felony; (ii) any bank
regulatory authority having jurisdiction over the Corporation requests or
demands the removal; or (iii) at least two-thirds (2/3) of the directors of the
Corporation then in office, excluding the director to be removed, determine that
the director's conduct has been inimical to the best interests of the
Corporation.
  -5-
  (d)    Unless
two-thirds (2/3) of the directors then in office shall approve the proposed
change, this Article 11 may be amended or rescinded only by the affirmative vote
of the holders of at least two-thirds (2/3) of the issued and outstanding shares
of the Corporation entitled to vote in an election of directors, at any regular
or special meeting of the shareholders, and notice of the proposed change must
be contained in the notice of the meeting.
 
 12.
 
 (a)    Except
as set forth in subparagraph (d) of this Article 12,  the affirmative
vote of the holders of at least two-thirds (2/3) of the issued and outstanding
shares of the Corporation entitled to vote thereon shall be required to
approve:
 
 (i)
              any
      merger or consolidation of the Corporation with or into any other
      corporation; and
 
 (ii)
              any
      sale, lease, exchange or other disposition of all or substantially all of
      the assets of the Corporation to any other corporation, person or other
      entity;
 
 if, as of
the record date for determination of shareholders entitled to notice thereof and
to vote thereon, such other corporation, person or entity which is a party to
such a transaction is the beneficial owner, directly or indirectly, of five
percent (5%)or more of
the issued and outstanding shares of the Corporation entitled to vote in an
election of directors.
 
 (b)    For
purposes of this Article 12, any corporation, person or other entity shall be
deemed to be the beneficial owner of any shares of the
Corporation:
  -6-
  (i)
              which
      it owns directly, whether ornot of record;
      or
 
 (ii)
              which
      it has the right to acquire,  pursuant to any agreement or
      understanding or upon exercise of conversion rights, warrants or options
      or otherwise; or
  (iii)
              which
      are beneficially owned, directly or indirectly (including shares deemed to
      be owned through application of subparagraph (b)(ii) above) , by an
      "affiliate" or "associate" (as those terms are defined in Rule 12b-2 of
      the General Rules and Regulations under the Securities Exchange Act of
      1934 as in effect on January 1, 1984) of the other corporation, person or
      entity; or
  (iv)
              which
      are beneficially owned, directly or indirectly (including shares deemed
      owned through application of subparagraph (b)(ii) above), by any other
      corporation, person or entity with which it or its "affiliate" or
      "associate" (as defined above) has any agreement or arrangement or
      understanding for the purpose of acquiring, holding, voting or disposing
      of shares of the Corporation.
 
 
 For the
purpose of determining whether a corporation, person or entity is the beneficial
owner of one or more of the issued and outstanding shares of the Corporation,
the issued and outstanding shares of the Corporation shall include shares not in
fact issued and outstanding but deemed owned through the application of clauses
(b)(ii), (iii) and (iv) above, but shall not include any other shares which are
not then issued and outstanding but which may be issuable pursuant to any
agreement or upon exercise of conversion rights, warrants or options or
otherwise.
  -7-
  (c)    The
Board of Directors shall have the power and duty to determine for the purposes
of this Article 12, on the basis of information known to the Corporation,
whether:
 
 (i)
              such
      other corporation, person or entity beneficially owns, directly or
      indirectly, more that five percent (5%) of the issued and outstanding
      shares of the Corporation entitled to vote in an election of
      directors;
 
 (ii)
              a
      corporation, person or entity is an "affiliate" or "associate" (as defined
      above) of another;
  (iii)
              any
      sale, lease, exchange or other disposition of part of the assets of the
      Corporation involves substantially all of the assets of the
      Corporation;
  (iv)
              the
      memorandum of understanding referred to in subparagraph (d) below is
      substantially consistent with the transaction covered, thereby. Any such
      determination shall be conclusive and binding for all purposes of this
      Article 16.
  (d)    The
provisions of this Article 12 shall not apply to:
 
 (i)
              any
      merger or similar transaction with any corporation if two-thirds (2/3) of
      the directors of the Corporation then in office has approved a memorandum
      of understanding with such other corporation with respect to such
      transaction prior to the time that such other corporation shall have
      become the beneficial owner of more than five percent (5%)of the issued and
      outstanding shares of the Corporation entitled to vote in an election of
      directors; or, after such acquisition of 5%of the issued and
      outstanding shares, if two-thirds (2/3)or more of the
      directors then holding office approve such transaction prior to its
      consummation; or
  -8-
  (ii)
              any
      merger or consolidation of the Corporation with, or any sale or lease to
      the Corporation (or any subsidiary thereof) of any assets of, or any sale
      or lease by the Corporation (or any subsidiary thereof) of any of its
      assets to, any corporation of which a majority of the outstanding shares
      of all classes of stock entitled to vote in an election of directors is
      owned of record or beneficially by the Corporation and its
      subsidiaries.
 
 (e)    Unless
two-thirds (2/3) of the directors then in office shall approve the proposed
change, this Article 12 may be amended or rescinded only by the affirmative vote
of the holders of at least two-thirds (2/3) of the issued and outstanding shares
of the Corporation entitled to vote thereon at any regular or special meeting of
the shareholders, and notice of the proposed change must be contained in the
notice of the meeting.
 
 13.
 
 (a)    The
Board of Directors, when evaluating any offer of another party (a) to make a
tender offer or exchange offer for any equity security of the Corporation, (b)
to merge or consolidate any other corporation with the Corporation, or (c) to
purchase or otherwise acquire all or substantially all of the assets of the
Corporation, shall, in determining what is in the best interests of the
Corporation and its shareholders, give due consideration to all relevant
factors,  including without limitation:    (i) the
short-term and long-term social and economic effects on the employees,
customers, shareholders and other constituents of the Corporation and its
subsidiaries, and on the communities within which the Corporation and its
subsidiaries operate (it being understood that any subsidiary banks of the
Corporation are charged with providing support to and being involved in the
communities they serve); and (ii) the consideration being offered by the other
party in relation to the then-current value of the Corporation in a freely
negotiated transaction and in relation to the Board of Directors' then-estimate
of the future value of the Corporation as an independent
entity.
  -9-
  (b)    Unless
two-thirds (2/3) of the directors then in office shall approve the proposed
change, this Article 13 may be amended or rescinded only by the affirmative vote
of the holders' of at least two-thirds (2/3) of the issued and outstanding
shares of the Corporation entitled to vote thereon, at any regular or special
meeting of the shareholders, and notice of the proposed change must be contained
in the notice of the meeting.
 
 
 
  The
original Articles of Incorporation (the "Original Articles") of the Corporation
are superseded in their entirety by the foregoing Amended and Restated Articles
of Incorporation (the "Amended Articles") of the
Corporation.    The Amended Articles reflect the addition of
Articles 9through 13to the Original
Articles.    Apart from the foregoing additions and those
provisions of the Original Articles which, by statute, need not be included
herein, the provisions of the Amended Articles merely restate the provisions of
the Original Articles.
  -10-
  The Board
of Directors of the Corporation authorized the amendment and restatement of the
Original Articles on the 18thday of August,
1984.  The sole shareholder of the Corporation, who owns all of the
200 issued and outstanding shares of common stock, $2.50 par value, approved
such amendment and restatement on the 18th day of August,1984.  The
affirmative vote of a majority of the issued and outstanding shares of the
Corporation was required to adopt such amendment and restatement.
 
 IN
WITNESS WHERE OF, the undersigned has executed these Amended and Restated
Articles of Incorporation, this 4th day ofSeptember,1984.
  HABERSHAM
      BANCORP[CORPORATE
      SEAL]By:
                          /s/ R. Allen SmithR.
      Allen SmithPresidentATTEST/s/ David D. StovallDavid
      D. StovallSecretary
      & Treasurer
 
 -11-
  DUPLICATE
 
 
   "HABERSHAM
BANCORP"
 
 
 has been
duly incorporated under the laws of the Slate of Georgia on the 9th day
of  March 1984, by the filing of articles of incorporation in the
office of the Secretary of State and the fees therefor paid. as provided by law.
and that attached hereto is a true copy of said articles of
incorporation.
 
 
 IN
      TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of my
      office, at the Capitol, ill the City of Atlanta, this 9th day of March in the year of our Lord One
      Thousand Nine Hundred and Eighty Four and of the Independence of the
      United States of America the Two Hundred and Eight •/S/
      MAX CLELANDSECRETARY
      OF STATE. EX-OFFICIO CORPORATIONCOMMISSIONER
      OF THE STATE OF
GEORGIA
  
  ARTICLES
OF INCORPORATION
 
 
 I.
 
 The name
of the corporation is:
 
 HABERSHAM
BANCORP.
 
 II.
 
 The
Corporation is organized pursuant to the provisions of the Georgia Business
Corporation Code.
 
 III.
 
 The
Corporation shall have perpetual duration.
 
 IV.
 
 The
Corporation is organized for the purpose of doing any and all things which a
corporation may now or hereafter be authorized to do under the Georgia Business
Corporation Code or under any act amendatory thereof, supplemental thereto, or
substituted therefor, including, but not by way of limitation, the following
specific purposes:
 
 (a)    To
act as a holding company and to acquire, own, hold, sell, exchange, assign,
transfer, create security interests in, pledge or otherwise dispose of shares,
or voting trust certificates or depositary receipts for shares, or capital stock
of, or any bonds, notes, debentures, or other evidences of indebtedness,
options, warrants or other securities issued by, other businesses of any lawful
character, including, but not limited to, banks, insurance agencies and
companies, mortgage loan and servicing companies, trust companies, data
processing companies, courier or messenger companies and any other businesses
providing goods or services related to banking; and
  
  (b)    To
operate insurance agencies, to make and acquire mortgage loans and render
mortgage loan services, to provide data processing and management services, to
provide factoring services, to provide courier or messenger services and to
provide other goods or services related to banking.
 
 To do
each and every thing necessary, suitable or proper for the accomplishment of any
of the purposes or the attainment of any one or more of the objects herein
enumerated, or which shall at any time appear conducive to or expedient for
the  protection or benefit of the Corporation.
 
 IN
FURTHERANCE OF AND NOT IN LIMITATION of the general powers conferred by the laws
of the State of Georgia and the objects and purposes herein set forth, it is
expressly provided that to such extent as a corporation organized under the
Georgia Business Corporation Code may now or hereafter lawfully do, the
Corporation shall have the power to do, either as principal or agent and either
alone or in connection with other corporations, firms or individuals, all and
everything necessary, suitable, convenient or proper for, or in connection with,
or incident to, the accomplishment of any of the purposes or the attainment of
any one or more of the objects herein enumerated, or designed directly or
indirectly to promote the interests of the Corporation or to enhance the value
of its properties; and in general to do any and all things and exercise any and
all powers, rights and privileges which a corporation may now or hereafter be
authorized to do or to exercise under the Georgia Business Corporation Code or
under any act amendatory thereof, supplemental thereto or substituted
therefor.
 
 The
foregoing provisions of this Article IV shall be construed both as purposes and
powers and each as an independent purpose and power.  The foregoing
enumeration of specific purposes and powers herein specified shall, except when
otherwise provided in this Article IV, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of this or any other
Article of these Articles of Incorporation.
 
 V.
 
 The total
number of shares of capital stock which the Corporation shall have authority to
issue is ONE MILLION (1,000,000) SHARES of common stock of $2.50 par value per
share.
  -2-
  The
Corporation may purchase its own shares of capital stock out of unreserved and
unrestricted earned surplus and capital surplus available therefor and as
otherwise provided by law.
 
 The
voting powers, designations, preferences and relative rights of the shareholders
of the Corporation are as follows:
 
 Subject
to the provisions of any applicable law, or of the By-Laws of the Corporation as
from time to time amended with respect to the fixing of a record date for the
determination of shareholders entitled to vote and except as otherwise provided
by any applicable law, the holders of outstanding shares of Common Stock shall
have and possess exclusive voting power and rights for the election of directors
and for all other purposes, with each holder of record of shares of Common Stock
being entitled to one vote for each share of Common Stock standing in his name
on the books of the Corporation in the election of directors and on all other
matters presented to the shareholders.
 
 The Board
of Directors may from time to time distribute to stockholders out of capital
surplus of the Corporation a portion of its assets, in cash or in
property.
 
 VI.
 
 None of
the holders of any capital stock of the Corporation of any kind, class or series
now or hereafter authorized shall have preemptive rights with respect to any
shares of capital stock of the Corporation of any king, class or series now or
hereafter authorized.
 
 VII.
 
 The
initial registered office of the Corporation shall be at Highway 441 North,
Cornelia, Habersham County, Georgia, 30531 (mailing address: P. O. Box 1980,
Cornelia, Georgia  30531).   The initial registered
agent of the Corporation shall be David D. Stovall.
  
  VIII.
 
 The
initial Board of Directors shall be composed of five (5) Directors as
follows:
 
 1.
                    Tom
      Arrendale
                    3.
                    Lee
      ArrendaleArrendale
      Street
                    
                    Hwy.
      441 NorthClarkesville,
      Georgia 30523
                    
                    Clarkesville,
      Georgia 305232.
                    R.
      Allen SmithRoute
      2Cornelia,
      Georgia 305314.
                    James
      J. HolcombHwy,
      197 SouthClarkesville,
      Georgia 305235.
                    Carroll
      Milam, JrWindy
      HillMt.
      Airy, Georgia 30563
  IX.
 
 The name
and address of the incorporator is:
 
 Johnny
      R. MyersRoute
      2 Box 2590Cornelia,
      Georgia 30531
 
 X.
 
 The
Corporation shall not commence business until it shall have received not less
than $500 in payment for the issuance of shares of stock.
 
 IN
WITNESS WHEREOF, the undersigned executed these Articles of
Incorporation.
 
 
 /s/ Johnny R. MyersIncorporator
  
  CONSENT TO APPOINTMENT AS
REGISTERED AGENT
 
 
 TO:
              Max
      Cleland
 Secretary
      of State
 Corporations
      Division
 Floyd
      Towers
 Plaza
      Level - West
 200
      Piedmont Avenue, S. E.
 Atlanta,
      Georgia 30334
 
 
 I, DAVID
D. STOVALL, do hereby consent to serve as registered for the corporation
"HABERSHAM BANCORP.".
 
 This  2nd
day of March, 1984.
 
 
 /s/ David D. StovallDavid
      D. Stoval
 
 
 Address
of Registered Agent:
 
 P. 0. Box
1980
 Cornelia,
Georgia 30531
  
  
 
 based on
a diligent search of the records on file in this office, I find that the name of
the following proposed domestic corporation to wit
 
 
 "HABERSHAM
BANCORP"
 
 
 is not
identical with or confusingly similar to the name of any other existing domestic
or domesticated or foreign corporation registered in the records on file in this
office or to the name of any other proposed domestic or domesticated, or foreign
corporation as shown by a certificate of the Secretary of State heretofore
issued and presently effective.
 
 This
certificate is in full force and effective for a period of 4 calendar months
from date of issuance. After such period of time, this certificate is
void.
  image 3
                  In
      TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of my
      office, at the Capitol, in the City of Atlanta, this 28th day of February,
      in the year of our Lord One Thousand Nine Hundred and Eighty Four and of
      the Independence of the United States of America the Two Hundred and
      Eight.
  /S/
      MAX CLELAND84059139
                  SECRETARY
      OF STATE EX-OFFICIO CORPORATION
                    COMMISSIONER
      OF THE STATE OF
GEORGIA