CNB BANCORP, INC.
ARTICLE I. Meetings of Shareholders
1.1 Places of Meetings. All meetings of the shareholders shall be held at such place, either within or without the
Commonwealth of Virginia, as from time to time may be fixed by the Board of Directors.
1.2 Annual Meetings. The annual meeting of the shareholders, for the election of Directors and transaction of
such other business as may come before the meeting, shall be held each year on such business day as shall be
designated in a resolution of the Board of Directors. The failure to hold an annual meeting at the time stated in or
fixed in accordance with these Bylaws does not affect the validity of any action taken by the Corporation.
1.3 Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any
time by the Board of Directors on its own motion or on the motion of the Chairman of the Board of Directors, the
President, or such other person or persons authorized to do so by law, and upon
such call the Board of Directors shall fix the date of such special meeting. At a special meeting no business shall
be transacted and no action shall be taken other than that stated in the notice of the meeting.
1.4 Notice of Meetings. Written notice stating the place, day and hour of every meeting of the shareholders and,
in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than
ten nor more than sixty days before the date of the meeting to each shareholder of record entitled to vote at such
meeting, at his address which appears on the stock transfer books of the Corporation except that notice of a
shareholders' meeting to act on an amendment of the Articles of Incorporation, a plan of merger or share
exchange, a proposed sale of assets pursuant to (S) 13.1-724 of the Virginia Stock Corporation Act or the
dissolution of the Corporation shall be given not less than twenty-five nor more than sixty days before the meeting