CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SDN BANCORP, INC.
SDN BANCORP, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY AS FOLLOWS:
That, pursuant to the provisions of Sections 141, 228 and 242
of the General Corporation Law of the State of Delaware, the
stockholders and the directors of the Corporation, by written
consent dated April 12, 1996, adopted the following resolution:
Article 4 of the Certificate of Incorporation of the
Corporation is hereby amended so that the authorized capital
stock of the Corporation shall consist of 12,000,000 shares of
Common Stock with a par value of $.01 per share and 1,000,000
shares of Preferred Stock with a par value of $.01 per share.
IN WITNESS WHEREOF, SDN BANCORP, INC. has caused this
Certificate of Amendment to the Certificate of Incorporation to be
signed by its Secretary this 12th day of April, 1996.
By:___________________________
Michael K. Krebs,
Secretary
CERTIFICATE OF INCORPORATION
of
SDN BANCORP, INC.
1. Name. The name of the corporation is SDN Bancorp, Inc.
2. Registered Office and Agent. The address of the
registered office of the corporation in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, in the
County of New Castle. The registered agent at such address is The
Corporation Trust Company.
3. Purpose. The purpose of the corporation is to engage in
any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. Capitalization. The corporation shall be authorized to
issue the following capital stock:
Number
Class Par Value
Authorized
Common Stock $.01
12,000,000
Preferred Stock $.01
1,000,000
5. Preferred Stock. The Board of Directors is expressly
authorized to provide for the issuance of all or any shares of the
Preferred Stock, in one or more series, and to fix for each such
series such number of shares of stock thereof and such voting
powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or
other special rights and such qualifications, limitations or
restrictions thereof, as shall be set forth in the resolution or
resolutions adopted by the Board of Directors providing for the
issue of such series and as may be permitted by the General
Corporation Law of the State of Delaware.
6. Incorporator. The name and mailing address of the
incorporator is:
Paul E. Schedler
San Dieguito National Bank
135 Saxony Road
Encinitas, CA 92024-2797
7. Compromises or Arrangements. Whenever a compromise or
arrangement is proposed between this corporation and its creditors
or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application
in a summary way of this corporation or of any creditor or
stockholder thereof or on the application of any receiver or
receivers appointed for this corporation under the provisions of
section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of section 279
of Title 8 of the Delaware Code, order a meeting of the creditors
or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be
summoned in such manner as the said court directs. If a majority
in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the
said compromise or arrangement and the said reorganization shall,
if sanctioned by the court to which the said application has been
made, be binding on all the creditors or class of creditors, and/or
on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.
8. Business Combinations with Interested Stockholders. The
corporation expressly elects not to be governed by Section 203 of
the Delaware General Corporation Law.
9. By-Laws. The Board of Directors may adopt, amend or
repeal the By-laws of the corporation, except that any By-law
adopted by the stockholders may be altered or repealed only by the
stockholders if such By-law so provides.
10. Elections. The election of directors by the
stockholders need not be by written ballot unless the By-laws of
the corporation provide otherwise.
11. Personal Liability of Directors. No director shall be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except
to the extent that such exculpation from liability is not permitted
under the Delaware General Corporation Law as the same exists or
may be hereafter amended. This provision shall
not eliminate the liability of a director for any act or omission
occurring prior to the date upon which this provision becomes
effective. No amendment to or repeal of this provision shall apply
to or have any effect on the liability or alleged liability of any
director for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on September 25, 1995.
Paul E. Schedler /s/
---------------------
Paul E. Schedler
Incorporator