EXHIBIT 3.1
 ARTICLES OF INCORPORATION
OF
FGBC BANCSHARES, INC.
 1.
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  4.
  (a)
    
    Common Stock.One class shall consist of 100,000,000 shares of common stock,
no par value per share, designated Common Stock. The holders of Common Stock shall
be entitled to elect the members of the board of directors of the Corporation, and such
holders shall be entitled to vote as a class on all matters required or permitted to be
submitted to the shareholders of the Corporation.(b)
    
    Preferred Stock.One class shall consist of 10,000,000 shares of preferred
stock, no par value per share, designated Preferred Stock. To the fullest extent
provided by Section 14-2-602 of the Georgia Business Corporation Code (and any
successor provision thereof), the Board of Directors of the Corporation shall be
empowered, without shareholder action, to divide any and all shares of the Preferred
Stock into series and to fix and determine the relative rights and preferences of the
shares of any series so established. Before any shares of Preferred Stock of any
particular series shall be issued, the Board of Directors of the Corporation shall fix
and determine, and is hereby expressly empowered to fix and determine, in the manner
provided by law, the following provisions of the shares of such series: (i) 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 of the Corporation in




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creating such series) or decreased (but not below the number of shares thereof then
outstanding) from time to time by like action of the Board of Directors of the
Corporation; (ii) the annual rate of dividends payable on shares of such series,
whether dividends shall be cumulative and conditions upon which and the date when
such dividends shall be accumulated on all shares of such series issued prior to the
record date for the first dividend of such series; (iii) the time or times, if any,
when the price or prices at which shares of such series shall be redeemable at the
option of the holder or of the Corporation and the sinking fund provisions, if any,
for the purchase or redemption of such shares; (iv) the amount payable on shares of
such series in the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, including whether all or a portion is paid before any
amount is paid on Common Stock; (v) 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 or shares of any other series of Preferred Stock and the terms and
conditions of such conversion or exchange; (vi) whether the shares of such series
have voting rights and the extent of such voting rights, if any, and (vii) all other
preferences, limitations and relative rights.
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8.
 (a)
    
    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
liability for:
 (i)
    
    any appropriation, in violation of his or her duties, of any
business opportunity of the Corporation;(ii)
    
    acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;(iii)
    
    the types of liability set forth in Section 14-2-832 of the
Code dealing with unlawful distributions of corporate assets to shareholders;
or(iv)
    
    any transaction from which the director derived an improper
personal benefit.
 (b)
    
    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.
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11.
  
 IN WITNESS WHEREOF
 /s/ Michael P. Marshall, Jr. 4