Exhibit 3(i) AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
NORTH VALLEY BANCORP
The undersigned certify that:
1. They are the president and the secretary, respectively, of North Valley
Bancorp, a California corporation.
2. The Articles of Incorporation of this corporation are amended and
restated to read as set forth in Exhibit A hereto and are incorporated
by reference herein.
3. The foregoing amendment and restatement of Articles of Incorporation has
been duly approved by the board of directors.
4. The foregoing amendment and restatement of Articles of Incorporation
has been duly approved by the required vote of shareholders in
accordance with Section 902, California Corporations Code. The total
number ofoutstanding shares of the corporation is 1,842,510. The number
of shares voting in favor of the amendment equaled or exceeded the vote
required. The percentage vote required was more than 50%.
5. This corporation has outstanding securities designated as qualified
for trading as a national market system security on the National
Association of Securities Dealers Automatic Quotation System and has
at least 800 holders of its equity securities as of the record date
of this corporation's most recent annual meeting.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and
correct of our own knowledge.
DATE: May 26, 1998
/s/ Martin R. Sorensen
Martin R. Sorensen, President
/s/ J.M. Wells, Jr.
J.M. Wells, Jr., Secretary
EXHIBIT A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
NORTH VALLEY BANCORP
FIRST
The name of this corporation is:
NORTH VALLEY BANCORP
SECOND
The purpose of the corporation is to engage in any lawful act or activity for
which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
THIRD
a. Any action required to be taken at any annual or special meeting of
shareholders of this corporation, or any action which may be taken at any
annual or special meeting of shareholders, may be taken without a meeting and
without prior notice, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted, provided that the board of directors of this corporation,
by resolution, shall have previously approved any such action.
b. No holder of any class of stock of the corporation shall be entitled
to cumulate votes in connection with any election of directors of the
corporation.
FOURTH
Capitalization. This corporation is authorized to issue two classes of
shares designated "Common Stock," and "Preferred Stock," respectively. The
number of shares of Common Stock authorized to be issued is 20,000,000, and
the number of shares of Preferred Stock authorized to be issued is 5,000,000.
The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is authorized to fix the number of shares of any
series of Preferred Stock and to determine the designation of any such
series. The Board of Directors is also authorized to determine or alter the
rights, preferences, privileges and restrictions granted to or imposed upon
any wholly unissued series of Preferred Stock, and, within the limits and
restrictions stated in any resolution or resolutions of the Board of
Directors originally fixing the number of shares constituting any series, to
increase or decrease (but not below the number of shares of such series
then outstanding) the number of shares of any such series subsequent to the
issue of shares of that series.
FIFTH
a. Liability of Directors. The liability of the directors of the
corporation for monetary damages shall be eliminated to the fullest extent
permissible under California law.
b. The corporation shall indemnify any director or officer of the
corporation in all circumstances in which indemnification is permitted by the
provisions of section 317(b) and (c) of the California Corporations Code and
shall advance the expenses of any director or officer in all circumstances
in which such advancement of expenses is permitted by the provisions of section
317(f) of the California Corporations Code; provided, however, that such
indemnification is not authorized with respect to an action for a breach of the
duty of the director or officer to the corporation or its shareholders if any
of the exceptions to exoneration from liability of directors set forth in
section 204(a)(10) of the California Corporations Code are applicable. In
addition to the mandatory indemnification provided for in this Article Fifth,
the corporation is authorized to provide indemnification of agents (as defined
in section 317 of the California Corporations Code) through by-law provisions,
agreements with agents, vote of shareholders or disinterested directors or
otherwise, in excess of the indemnification otherwise permitted by section 317
of the California Corporations Code, to the fullest extent permissible under
California law. The corporation is further authorized to provide insurance for
agents in accordance with and subject to the provisions of section 317(i) of
the California Corporations Code.
c. Any repeal or modification of sub-Articles "a" and "b" above by the
shareholders of this corporation shall not adversely affect any right or
protection of an agent of this corporation existing at the time of such repeal
or modification.