EXHIBIT 2.2
ARTICLES OF SHARE EXCHANGE
Pursuant to the provisions of Sections 00-00-000 of the Tennessee
Business Corporation Act (the "Act"), the undersigned corporations, by and
through their respective boards of directors, adopt the following Articles of
Share Exchange:
1. The Agreement and Plan of Share Exchange (the "Agreement"), in
the form attached hereto, was approved by the Board of Directors of Community
First Bank & Trust (the "Bank") in the manner prescribed in the Act, Shareholder
approval not being required pursuant to Section 48-21-104(h) of the Act.
2. The Agreement was approved by the Board of Directors of
Community First, Inc. (the "Company") in the manner prescribed in the Act,
Shareholder approval not being required pursuant to the Act because the Company
has not had shareholders prior to the effective date of these Articles of Share
Exchange.
3. As to the Bank, the Agreement was duly adopted at a meeting of
the board of directors on April 16, 2002. The Bank is a Tennessee-chartered
commercial banking corporation. Its charter of incorporation is filed in Maury
County, Tennessee, and with the Tennessee Secretary of State.
4. As to the Company, the Agreement was duly adopted at a meeting
of the board of directors on April 16, 2002. The Company is a domestic
corporation registered as a bank holding company under the Bank Holding Company
Act of 1956. Its charter of incorporation is filed in Maury County, Tennessee,
and with the Tennessee Secretary of State.
5. The share exchange is to take effect upon the filing of these
Articles of Share Exchange with the Tennessee Secretary of State. A copy will
also be filed with the Federal Reserve System Board of Governors, the Tennessee
Department of Financial Institutions, and the Register's Office for Maury
County, Tennessee.
Dated: April 16, 2002
COMMUNITY FIRST BANK & TRUST
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, President
By: /s/ Xxxx X. Xxxxxx
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Xxxx Xxxxxx, Secretary
COMMUNITY FIRST, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Secretary
