**EXHIBIT 3.1**

 

**ARTICLESOF INCORPORATION**

 

**OF**

 

FIRSTBANKFINANCIAL SERVICES, INC.

 

**1.             Name.**Thename of the Corporation is:

 

**FIRSTBANKFINANCIAL SERVICES, INC.**

 

**2.             Authorized Capital.**

 

(a)           The total number of shares of capitalstock which the Corporation is authorized to issue is twelve million(12,000,000) shares, divided into ten million (10,000,000) shares of commonstock, $5.00 par value, and two million (2,000,000) shares of preferred stock,no par value (the “Preferred Stock”).

 

(b)           The board of directors of theCorporation is authorized, subject to limitations prescribed by law and theprovisions of this Article, to provide for the issuance of the shares ofPreferred Stock in series, and by filing a certificate pursuant to theapplicable law of the State of Georgia to establish from time to time thenumber of shares to be included in each series, and to fix the designation,powers, preferences, and relative rights of the shares of each series and thequalifications or restrictions of each series. The authority of the board ofdirectors with respect to each series shall include, but not be limited to,determining the following:

 

(i)            The number of shares constitutingthat series and the distinctive designation of that series;

 

(ii)           The dividend rate on the shares ofthat series, whether dividends shall be cumulative, and, if so, from which dateor dates, and the relative rights of priority, if any, of payments of dividendson shares of that series;

 

(iii)          Whether that series shall have votingrights, in addition to the voting rights provided by law, and, if so, the termsof such voting rights;

 

(iv)          Whether that series shall haveconversion privileges, and, if so, the terms and conditions of such conversion,including provisions for adjustment of the conversion rate in such events asthe board of directors shall determine;

 

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(v)           Whether or not the shares of thatseries shall be redeemable, and, if so, the terms and conditions of suchredemption, 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 varyunder different conditions and at different redemption rates;

 

(vi)          Whether that series shall have asinking fund for the redemption or purchase of shares of that series, and, ifso, the terms and amount of such sinking fund;

 

(vii)         The rights of the shares of that seriesin the event of voluntary or involuntary liquidation, dissolution or winding-upof the Corporation, and the relative rights of priority, if any, of payment ofshares of that series; and

 

(viii)        Any other relative rights, preferencesand limitations of that series.

 

**3.             Registered Agent and RegisteredOffice.**The name and address of the initial RegisteredAgent and the Registered Office of the Corporation are as follows: 

** **
| **Name**        | ** ** | **Address (including county)**                                 |
|-----------------|------------|----------------------------------------------------------------|
| ** **      | ** ** | ** **                                                     |
| Lisa J. Maxwell |       | 120 Keys Ferry  Street  McDonough, Georgia 30253  Henry County |

 

**4.             Incorporator.**Thename and address of the incorporator are as follows:

 
| **Name**    | ** ** | **Address**                                                             |
|-------------|------------|-------------------------------------------------------------------------|
| ** **  | ** ** | ** **                                                              |
| Beth Lanier |       | 191 Peachtree Street  16th Floor  Atlanta, Georgia 30303  Fulton County |

 

**5.             Principal Office.**Themailing address of the initial principal office of the Corporation is asfollows:

 

FirstBank of Henry County

120Keys Ferry Street

McDonough,Georgia 30253

 

**6.             Preemptive Rights**.The preemptive right of any shareholder to acquire authorized but unissuedshares is denied.

 

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**7.             Initial Board of Directors.**

 

(a)           The initial board of directors shallconsist of 10 members who shall be and whose addresses are as follows:

 
| **Name**                   | ** ** | **Address**                               |
|----------------------------|------------|-------------------------------------------|
|                       |       |                                      |
| Larry  D. Adams            |       | 240  Edna Ruth LaneMcDonough, GA 30253    |
|                       |       |                                      |
| Wiley  A. Brown, Jr.       |       | 235  Allie DriveMcDonough, GA 30252       |
|                       |       |                                      |
| Don  H. Cagle              |       | 164  Wexford CourtStockbridge, GA 30281   |
|                       |       |                                      |
| James  Troy Chafin, III    |       | 240  Chafin Drive  McDonough, GA 30253    |
|                       |       |                                      |
| William  Lee Craddock, Jr. |       | 2072  Surrey LaneJonesboro, GA 30236      |
|                       |       |                                      |
| Luther  Martin Denney, III |       | 919  Wilkins RoadHampton, GA 30228        |
|                       |       |                                      |
| James  Randall Dixon       |       | 6007  Highway 155 N.Stockbridge, GA 30281 |
|                       |       |                                      |
| Milton  Stanley Goggins    |       | 100  Greenwood RoadMcDonough, GA 30253    |
|                       |       |                                      |
| Richard Allen Grimes       |       | 118 Carron LaneStockbridge, GA 30281      |
|                       |       |                                      |
| Larry  Max Phillips        |       | 240  West Knight RoadMcDonough, GA 30253  |

 

(b)           The board of directors shall bedivided into three (3) classes, Class I, Class II and Class III, which shallbe as nearly equal in number as possible. Each director in Class I shallbe elected to an initial term of one (1) year, each director in Class II shallbe elected to an initial term of two (2) years, each director in Class IIIshall be elected to an initial term of three (3) years, and each director shallserve until the election and qualification of his or her successor or until hisor her earlier resignation, death or removal from office. Upon the expirationof the initial terms of office for each class of directors, the directors ofeach class shall be elected for terms of three (3) years, to serve until theelection and qualification of their successors or until their earlierresignation, death or removal from office.

 

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(c)           Unless two-thirds (2/3) of thedirectors then in office shall approve the proposed change, this Article 6 maybe amended or rescinded only by the affirmative vote of the holders of at leasttwo-thirds (2/3) of the issued and outstanding shares of the Corporationentitled to vote in an election of directors, at any regular or special meetingof the shareholders, and notice of the proposed change must be contained in thenotice of the meeting.

 

**8.             Bylaws, Number of Directors.**

 

(a)           Except as provided in paragraph (b)of this Article 8, the board of directors shall have the right to adopt, amendor repeal the bylaws of the Corporation by the affirmative vote of a majorityof all directors then in office, and the shareholders shall also have suchright by the affirmative vote of a majority of the issued and outstandingshares of the Corporation entitled to vote in an election of directors.

 

(b)           Notwithstanding paragraph (a) of thisArticle 8, any amendment of the bylaws of the Corporation establishing orchanging the number of directors shall require the affirmative vote oftwo-thirds (2/3) of all directors then in office or the affirmative vote of theholders of two-thirds (2/3) of the issued and outstanding shares of theCorporation entitled to vote in an election of directors, at any regular orspecial meeting of the shareholders, and notice of the proposed change must becontained in the notice of the meeting.

 

**9.             Personal Liability of Directors.**

 

(a)           A director of the Corporation shallnot be personally liable to the Corporation or its shareholders for monetarydamages, for breach of any duty as a director, except for liability for:

 

(i)        anyappropriation, in violation of his or her duties, of any business opportunityof the Corporation;

 

(ii)       actsor omissions not in good faith or which involve intentional misconduct or aknowing violation of law;

 

(iii)      thetypes of liability set forth in Section 14-2-832 of the Georgia BusinessCorporation Code dealing with unlawful distributions of corporate assets toshareholders; or

 

(iv)     anytransaction from which the director derived an improper material tangiblepersonal benefit.

 

(b)           Any repeal or modification of thisArticle 9 by the shareholders of the Corporation shall be prospective onlyand shall not adversely affect any right or protection of a director of theCorporation existing at the time of such repeal or modification.

 

(c)           Unless two-thirds (2/3) of thedirectors then in office shall approve the proposed change, this Article 9may be amended or rescinded only by the affirmative vote of the holders of atleast two-thirds (2/3) of the issued and outstanding shares of the Corporation

 

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entitled to vote thereon, at any regular or special meeting of theshareholders, and notice of the proposed change must be contained in the noticeof the meeting.

 

**10.          Indemnification of Officers andDirectors.**The Corporation shall, to the fullest extentpermitted by the provisions of the Georgia Business Corporation Code, indemnifyeach director and officer of the Corporation from and against any and all ofthe expenses, liabilities, or other matters referred to in or covered by theGeorgia Business Corporation Code. Any indemnification effected under thisprovision shall not be deemed exclusive of rights to which those indemnifiedmay be entitled under any bylaw, vote of shareholders or disinteresteddirectors, or otherwise, both as to action in their official capacity and as toaction in another capacity while holding such office, and shall continue as toa person who has ceased to be a director or officer and shall inure to thebenefit of the heirs, executors, and administrators of such a person.

 

**11.          Constituencies.**

 

(a)           The board of directors, whenevaluating any offer of another party (i) to make a tender offer or exchangeoffer for any equity security of the Corporation, (ii) to merge or effect ashare exchange or similar transaction with the Corporation, or (iii) topurchase or otherwise acquire all or substantially all of the assets of theCorporation, shall, in determining what is in the best interests of theCorporation and its shareholders, give due consideration to all relevantfactors, including without limitation: (A) the short-term and long-term social and economic effects on theemployees, customers, shareholders and other constituents of the Corporationand its subsidiaries, and on the communities within which the Corporation andits subsidiaries operate (it being understood that any subsidiary bank of theCorporation is charged with providing support to and being involved in thecommunities it serves); and (B) the consideration being offered by the otherparty in relation to the then-current value of the Corporation in a freelynegotiated transaction and in relation to the board of directors’ then-estimateof the future value of the Corporation as an independent entity.

 

(b)           Unless two-thirds (2/3) of thedirectors then in office shall approve the proposed change, thisArticle 11 may be amended or rescinded only by the affirmative vote of theholders of at least two-thirds (2/3) of the issued and outstanding shares ofthe Corporation entitled to vote thereon, at any regular or special meeting ofthe shareholders, and notice of the proposed change must be contained in thenotice of the meeting.

 

**12.          Severability.**Shouldany provision of these Articles of Incorporation, or any clause hereof, be heldto be invalid, illegal or unenforceable, in whole or in part, the remainingprovisions and clauses of these Articles of Incorporation shall remain validand fully enforceable.

 

*[SIGNATURE ON NEXT PAGE]*

 

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**INWITNESS WHEREOF,**the undersigned has executed these articlesof incorporation, this          day of                ,2004.

 

 
|   |                    |   |
|--------|-------------------------|--------|
|   | Beth Lanier             |
|   | 191 Peachtree Street    |
|   | 16th  Floor             |
|   | Atlanta, Georgia  30303 |

 

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