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EXHIBIT 99.1
PLAN OF REORGANIZATION
AND
SHARE EXCHANGE
THIS PLAN OF REORGANIZATION AND SHARE EXCHANGE ("Plan") is entered into
this 22nd day of May, 2001 by and between Madison BancShares, Inc. a Florida
corporation ("Madison BancShares") and Madison Bank, a Florida state chartered
commercial bank ("Madison Bank").
1. Distribution to Shareholders. On the Effective Date, as
defined herein, all of the shareholders of Madison Bank not
dissenting from the Plan shall exchange all of the outstanding
stock of Madison Bank for a like number of shares of Madison
BancShares and Madison Bank shall become a wholly-owned
subsidiary of Madison BancShares.
2. Satisfaction of Rights of Madison Bank's Shareholders. All
shares of Madison BancShares's stock into which shares of
Madison Bank's stock have been converted and become
exchangeable for under this Plan shall be deemed to have been
paid in full satisfaction of such converted shares.
3. Fractional Shares. Fractional shares of Madison BancShares's
stock will not be issued to the holders of Madison Bank's
stock.
4. Vote Required. The Plan must be approved by not less than a
majority of Madison Bank's outstanding shares of stock
entitled to vote at a meeting of shareholders called for such
purpose.
5. Dissenter's Shares. No share of Madison Bank common stock as
to which dissenters' appraisal rights have been validly
exercised and perfected and for which cash is payable pursuant
to law (Dissenting Shares) shall be exchanged for Madison
BancShares common stock. In lieu thereof, the holder of
Dissenting Shares shall be entitled to payment in accordance
with the applicable provisions of Section 607.1104, Florida
Statutes, (the Dissenter Statute) applicable to Florida
corporations. If any holder of Dissenting Shares shall
effectively withdraw or lose his dissenter rights under the
Dissenter Statute, such Dissenting Shares shall then be
exchanged for Madison BancShares common stock in accordance
with the provisions hereof. Dissenting Shares acquired by
Madison Bank pursuant to payment shall be held by Madison Bank
as authorized but unissued shares. Properly exercised
dissenter shares shall not exceed more than 10% of the total
number of shares outstanding or approximately 142,070 shares.
6. Stock Options. On the Effective Date, Madison Bank's current
stock option plans shall be adopted and assumed in their
entirety by Madison BancShares. All options to purchase shares
of Madison Bank common stock outstanding immediately prior to
the Effective Date shall, on the Effective Date, by virtue of
the share exchange and without any action on the part of the
holder thereof, be converted into and become options to
purchase a like number of shares of Madison BancShares common
stock.
7. Supplemental Action. If at any time after the Effective Date,
Madison BancShares shall determine that any further
conveyances, agreements, documents, instruments, and
assurances or any further action is necessary or desirable to
carry out the provisions of this Plan, the appropriate
officers of Madison BancShares or Madison Bank, as the case
may be, whether past or remaining in office, shall execute and
deliver any and all proper conveyances, agreements, documents,
instruments, and assurances and perform all necessary or
proper acts to carry out the provisions of this Plan.
8. Filing with the Florida Secretary of State and Effective Date.
Upon the approval of the Federal Reserve Bank of Atlanta, of
the Application to act as a bank holding company filed by
Madison BancShares, Madison BancShares and Madison Bank shall
cause their
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respective President (or Vice President) to execute Articles
of Share Exchange in the form attached to this Plan and upon
such execution this Plan shall be deemed incorporated by
reference into the Articles of Share Exchange as if fully set
forth in such Articles and shall become an exhibit to such
Articles of Share Exchange. Thereafter, the Articles of Share
Exchange shall be delivered for filing to the Florida
Secretary of State. In accordance with Section 607.1105 of the
Florida Business Corporation Act (the "FBCA"), the Articles of
Share Exchange shall specify the "Effective Date."
9. Amendment and Waiver. Any of the terms or conditions of this
Plan may be waived at any time by Madison BancShares or
Madison Bank by action taken by the Board of Directors of such
party, or may be amended or modified in whole or in part at
any time before the vote of the shareholders of Madison Bank
by an agreement in writing executed in the same manner (but
not necessarily by the same persons), or at any time
thereafter so long as such change is in accordance with
Section 607.1103 of the FBCA.
10. Termination. At any time before the Effective Date (whether
before or after filing the Articles of Share Exchange), this
Plan may be terminated and the share exchange abandoned by
mutual consent of the Boards of Directors of both
corporations, notwithstanding favorable action by the
shareholders of Madison Bank.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Plan of Share Exchange as of the date first above written.
MADISON BANCSHARES, INC.
By: /s/ Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx, President
MADISON BANK
By: /s/ Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx, President
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