UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. ______)

 

Filed by the Registrant [X]

Filed by a Party other than the Registrant [   ]

 

Check the appropriate box:

[   ]          Preliminary Proxy Statement

[   ]          Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X]          Definitive Proxy Statement

[   ]          Definitive Additional Materials

[   ]          Soliciting Material Pursuant to § 240.14a-12

 

                                                                                Cooperative  Bankshares, Inc.                                                                       

(Name of Registrant as Specified In Its Charter)

                                                                                                                                                                                                               

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

[X]          No fee required.

[   ]          Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

1)            Title of each class of securities to which transaction applies:

                N/A

 


2)            Aggregate number of securities to which transaction applies:

                N/A

 


3)            Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule

                0-11(set forth the amount on which the filing fee is calculated and state how it was determined):

                N/A

 

4)            Proposed maximum aggregate value of transaction:

                N/A

 


5)            Total Fee paid:

                N/A

 


[   ]          Fee paid previously with preliminary materials.

 

[   ]           Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the

filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

                1)            Amount Previously Paid:

                                N/A                                                                                                                                                                        

                2)            Form, Schedule or Registration Statement No.:

                                N/A                                                                                                                                                                        

                3)            Filing Party:

                                N/A                                                                                                                                                                        

                4)            Date Filed:

                                N/A                                                                                                                                                                        

 

COOPERATIVE BANKSHARES, INC.

201 Market Street

Wilmington, North Carolina  28401

(910) 343-0181

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on April 25, 2008

 

                NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Cooperative Bankshares, Inc. (the “Company”) will be held at the Hilton Wilmington Riverside, 301 North Water Street, Wilmington, North Carolina, on Friday, April 25, 2008 at 11:00 a.m., local time.

 

                The Annual Meeting is for the purpose of considering and acting upon:

 

                1.             The election of three directors to a three-year term of office;

 

                2.             The amendment of the Company’s Articles of Incorporation to provide that the number of Company directors shall be such number as shall be provided from time to time in, or in accordance with, the Company’s Bylaws;

 

                3.             The approval of the Cooperative Bankshares, Inc. Stock-Based Retirement Plan for Directors;

 

                4.             The ratification of the appointment of Dixon Hughes PLLC as independent registered public accounting firm for fiscal year 2008; and

 

                5.             The transaction of such other matters as may properly come before the Annual Meeting or any adjournments thereof.

 

                The Board of Directors is not aware of any other business to come before the Annual Meeting.

 

                Any action may be taken on any of the foregoing proposals at the Annual Meeting on the date specified above or on any date or dates to which, by original or later adjournment, the Annual Meeting may be adjourned.  The Board of Directors has fixed February 29, 2008 as the record date for determination of the stockholders entitled to receive notice of and to vote at the Annual Meeting and any adjournments thereof.

 

                You are requested to mark, sign and date your proxy card, which is solicited by the Board of Directors, and mail it promptly to the Company’s Transfer Agent.  Alternatively, you may choose to vote via the Internet at www.coop-bank.com/Investor_Relations.htm.  When you access the website, please have your proxy card in hand, enter your CONTROL NUMBER and follow the instructions.  Voting via the Internet authorizes the individuals named on the proxy card to vote your shares in the same manner as if you marked, signed and returned your proxy card.  If you vote via the Internet, you do not need to return your proxy card.