UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): January 31, 2005
COMMUNITY BANKSHARES, INC.
Incorporated under the Commission File No. 000-22054 I.R.S. Employer
laws of South Carolina Identification No.
57-0966962
791 Broughton Street
Orangeburg, South Carolina 29115
Telephone: 803-535-1060
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors,
Appointment of Principal Officers.
(b) Effective January 31, 2005, the following persons resigned as voting
members of the Registrant's Board of Directors: William W. Traynham,
William A. Harwell, Robert B. Smith, Michael A. Wolfe, A. Wade Douroux,
and Keith W. Buckhouse. The resignations were in connection with a
restructuring of the Registrant's corporate governance and were not a
result of any disagreement with the Registrant. Mr. Traynham continues
to serve as president of the Registrant, and each of Messrs. Harwell,
Smith, Wolfe, Douroux and Buckhouse continues to serve as a president
of one of the Registrant's subsidiaries. Pursuant to changes in the
Registrant's bylaws described below, each of the resigning directors
will also serve as a non-voting ex officio director of the Regiatrant.
(d) Samuel L. Erwin, age 36, who was appointed by Registrant's Board of
Directors on December 27, 2004 to be the Registrant's Chief Executive
Officer, effective January 1, 2005, was elected to the Registrant's
Board of Directors by such Board of Directors on January 31, 2005. The
description of the employment agreement entered into as of January 1,
2005 between the Registrant and Mr. Erwin, which was set forth in a
Form 8-K filed January 3, 2005, is incorporated herein by reference.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) Effective January 31, 2005, the Board of Directors of the Registrant
amended several sections of the Registrant's bylaws and added several
new sections. The bylaws, as amended, are included with this filing as
Exhibit 3.2.
A brief description of the amendments follows:
o Article II - Section 4, Article III - Section 3 and Article IV -
Section 4 have each been amended to change the term "president"
to "chief executive officer."
o Article VII - Section 1 and Article VIII - Section 1 have each
been amended to add "chief executive officer" to the officers
listed.
o Article II - Section 7 - the last sentence has been amended to
reflect that all other matters to be voted on will be approved if
the votes cast in favor of the action exceed the votes cast
opposing the action. This section previously provided that all
other matters would be determined by a majority of the shares
present and voting on the matter.
o Article II - Sections 10 and 11 are new.
o Article III - Sections 4, 5 and 6 are new.
o Article IV - Section 5 - the last sentence is new.
o Article V - Section 1 - the language "or in any other manner
permitted by law" at the end of the first sentence is new.
o Article VI - Sections 6, 7, 8 and 9 are new.
o Article IX - Section 2 - the first sentence of the prior version
of the bylaws, which required that information about bylaw
changes made by the Board of Directors be provided with the next
notice of meeting of shareholders, has been deleted.
Section 9 - Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
3.2 Amended Bylaws
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
COMMUNITY BANKSHARES, INC.
(Registrant)
Date: February 3, 2005 By: /s/ William W. Traynham
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William W. Traynham
President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit 3.2 Amended Bylaws
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