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PARTNERSHIP AGREEMENT
THIS PARTNERSHIP AGREEMENT made this 31st day of March 1997 among the
undersigned residents of Effingham County, Georgia (the "Partners").
W I T N E S S E T H:
WHEREAS, the Partners desire to form a bank under the laws of the
State of Georgia to be known as "CITIZENS BANK OF EFFINGHAM" (the "Bank") and a
Georgia bank holding company to own the Bank, to be known as CITIZENS EFFINGHAM
BANCSHARES, INC. (the "Holding Company"); and
WHEREAS, the Partners desire to make such filings, engage such
employees and agents, raise such capital and do such other things as are
necessary to form the Bank and the Holding Company; and
WHEREAS, the Partners have agreed to accomplish the foregoing by means
of, and upon the terms and conditions set forth in, this Partnership Agreement;
NOW THEREFORE, in consideration of the mutual promises herein
contained, the Partners do hereby agree as follows:
1. The Partnership shall be known as the "CITIZENS EFFINGHAM
PARTNERSHIP".
2. The Partnership is only to engage in the business of forming the
Bank and the Holding Company and is not to engage in any other activity without
the unanimous consent of the Partners.
3. The Partners shall share equally in the profits and losses of the
Partnership and will be equally liable for any debts or other obligations of
the Partnership.
4. The Partnership will borrow up to Three Hundred Thousand
($300,000.00) Dollars from The Savannah Bank, N.A., or such other financial
institution as the Partnership shall determine and each Partner shall guarantee
such loan jointly and severally, but in no event shall the lender be entitled
to recover from any Partner more than $______________. No further loan
guarantees or contributions to capital shall be required of a Partner without
his/her consent.
5. Additional Partners may be admitted to the Partnership provided
such additional Partners also agree to jointly and severally guarantee the loan
referred to above and in the same amount specified above.
6. All actions of the Partnership shall be determined by a majority
vote of all the Partners.
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7. The Partnership books shall be maintained at the office of the
Partnership and each Partner shall at all times have access thereto.
IN WITNESS WHEREOF, the Partners have signed this Partnership
Agreement as of the date first above written.
/s/ Xxxxxx X. Xxxxxxxx, Xx. /s/ Xxxxxx X. Xxxxxxxxxx, Xx.
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/s/ Xxxxxx X. Xxxxx /s/ C. Xxxxxx Xxxxx
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/s/ Xxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxxxx
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/s/ H. Xxxxxxxx Xxxxxx /s/ Xxxx X. Xxxxx
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/s/ J. Xxxxxxx Xxxx /s/ Xxxxxxx X. Xxxxxxx
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/s Xxxxxxx X. Xxxxxxxx /s/ W. Xxxxxx Xxxxxxx
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