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EXHIBIT 3.3
UNITED STATES OF AMERICA
BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
WASHINGTON, D.C.
:
Written Agreement by and between :
GREAT GUARANTY BANCSHARES, INC. :
New Roads, Louisiana : DOCKET NO. 85-150-WA/XX-XX
:
and :
:
FEDERAL RESERVE BANK OF ATLANTA :
Atlanta, Georgia :
WHEREAS, in order to maintain the financial soundness of Great
Guaranty Bancshares, Inc., New Roads, Louisiana ("Bancshares"), a registered
bank holding company, the Federal Reserve Bank of Atlanta (the "Reserve Bank')
and Bancshares have mutually agreed to enter into this Agreement;
WHEREAS, as of the date of this Agreement, Bancshares owns and
controls the Guaranty Bank and Trust Company, New Roads, Louisiana (the
"Bank");
WHEREAS, this Agreement is being executed in accordance with the Rules
Regarding Delegation of Authority of the Board of Governors of the Federal
Reserve System (the "Board of Governors"), specifically 12 CFR 265.2(f)(26),
and the Reserve Bank has received the prior approval of the Director of the
Division of Banking Supervision and Regulation and the General Counsel of the
Board of Governors of the Federal Reserve System to enter into this Agreement
with Bancshares; and
WHEREAS, on November 18, 1985, the board of directors of Bancshares at
a duly constituted meeting, adopted a resolution authorizing and directing
Xxxxxx X. Xxxxx to enter into this Agreement on behalf of Bancshares and
consenting to compliance by Bancshares and its directors, officers, agents and
employees with each and every provision of this Agreement.
NOW THEREFORE, before the taking of any testimony or adjudication of
or finding on any issue of fact or law herein, and without this Agreement
constituting an admission of any allegation made or implied by the Board of
Governors, Bancshares and the Reserve Bank hereby agree as follows:
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1. (a) Bancshares shall not declare or pay any dividends
without the prior written approval of the Reserve Bank and the Director of the
Division of Banking Supervision and Regulation of the Board of Governors.
(b) Bancshares shall not take dividends or any other form
of payment representing a reduction of capital from the Bank without the prior
written approval of the Reserve Bank, which shall consult with the Bank's
supervisory authorities, the Commissioner of Financial Institutions of the
State of Louisiana and the Federal Deposit Insurance Corporation, with respect
to any proposed dividend payment or capital reduction.
2. (a) Bancshares shall not increase its borrowings or incur
any additional debt without the prior written approval of the Reserve Bank.
(b) Within 45 days of this Agreement, Bancshares shall
submit to the Reserve Bank a written plan to service its current debt without
incurring any additional debt.
3. Within 45 days of this Agreement, Bancshares shall submit to
the Reserve Bank a written plan to improve the capital position of the Bank
and, thereafter, to maintain an adequate capital position. The plan shall, as
a minimum, address and consider: (a) The Bank's current and future capital
requirements, including any Federal or State supervisory requests for
additional capital for the Bank, and (b) the source and timing of additional
funds to fulfill all capital requirements.
4. The plans required by paragraphs 2(b) and 3 hereof, shall be
submitted to the Reserve Bank, for review and approval, within the time periods
set forth in each paragraph. The Reserve Bank may comment on the plans within
15 days of its receipt. Acceptable plans shall be submitted to the Reserve
Bank within the required time periods. Bancshares shall adopt all approved
plans within 10 days of approval by the Reserve Bank and then fully comply with
them. During the term of this Agreement, the approved plans shall not be
amended or rescinded without the prior written approval of the Reserve Bank.
5. Within 30 days of the end of each calendar quarter (December
31, March 31, June 30, September 30) following the date of this Agreement,
Bancshares shall furnish to the Reserve Bank written progress reports detailing
the form and manner of all actions taken to secure compliance with this
Agreement and the results thereof. Along with such reports, Bancshares shall
submit to the Reserve Bank:
(a) Bancshares' parent company only balance sheet for the end of
that quarter;
(b) Bancshares' parent company only income statement for the
period ending that quarter;
(c) the Bank's Report of Condition as of the end of that quarter;
and
(d) the Bank's Report of Income for the period ending that
quarter.
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For the purposes of the above reporting requirements, all parent company only
financial statements shall be prepared in accordance with generally accepted
accounting principles. Such reports and statements may be discontinued when
the corrections required by this Agreement have been accomplished and the
Reserve Bank has, in writing, released Bancshares from making further reports.
6. All communications regarding this Agreement shall be sent to:
(a) Xx. Xxxxxx X. Xxxx, Vice President
Federal Reserve Bank of Atlanta
000 Xxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attention: BHC Inspections Support Unit
(b) Xx. Xxxxxx X. Xxxxxx
Chief Executive Officer
Great Guaranty Bancshares, Inc.
P. X. Xxx 00
Xxx Xxxxx, Xxxxxxxxx 00000
7. The provisions of this Agreement shall be binding upon
Bancshares and all of its officers, directors, agents, employees, in their
capacities as such, and their successors and assigns.
8. Each provision of this Agreement shall remain effective and
enforceable until stayed, modified, terminated or suspended by the Reserve
Bank.
9. This Agreement is enforceable to the same extent and in the
same manner as an effective and outstanding order that has been issued and has
become final pursuant to sections 8(b) and (k) of the Federal Deposit Insurance
Act of 1966, as amended (12 U.S.C. 1818(b) and (k)). Bancshares hereby waives
all procedural requirements and statutorily required notices of the Board of
Governors in connection with this Agreement, with the exception of any notice
of default hereunder.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the 18th day of November, 1985.
Great Guaranty Bancshares, Inc. Federal Reserve Bank of Atlanta
By /s/Xxxxxx X. Xxxxx /s/
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The undersigned directors of Bancshares each acknowledges that he has
read the foregoing Agreement and approves of the consent thereto by Bancshares.
/s/ Xxxxxx X. Xxxx, Xx. /s/ Xxxxx X. Xxxx
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Xxxxxx X. Xxxx, Xx. Xxxxx X. Xxxx
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxx
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Xxxxxx X. Xxxxx Xxxxxxx X. Xxxx
/s/ R. Xxxxx Xxxxxx /s/ Xxxx X. Xxxxxx
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R. Xxxxx Xxxxxx Xxxx X. Xxxxxx
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxx Xxxxxxxx Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
