RESTATED ARTICLES OF INCORPORATION
OF
SJNB FINANCIAL CORP.
The undersigned certify that:
1. They are the President and the Secretary, respectively of SJNB
Financial Corp., a California corporation.
2. The Articles of Incorporation, as amended, of this Corporation are
restated to read in full as set forth in Exhibit A attached hereto and
incorporated herein by this reference.
3. The foregoing restatement of Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing restatement of Articles of Incorporation may be
adopted with the approval of the Board of Directors alone, without the approval
of the outstanding shares, pursuant to Section 910 of the California
Corporations Code since it does not itself alter or amend the articles in any
respect.
5. Article Six of the foregoing restatement of Articles of
Incorporation was subject to Section 710 of the California Corporations Code
when it was adopted and filed in 1989 and has not been renewed since its initial
adoption. This restatement of Articles of Incorporation does not constitute a
re-adoption of Article Six because this restatement has not been approved by the
shareholders of this Corporation.
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.
Dated: November 5, 1998
/S/ J. Kenny
---------------------------
James R. Kenny, President
/S/ M. Castro
---------------------------
Madaline Castro, Assistant
Corporate Secretary
EXHIBIT (3) a
RESTATED ARTICLES OF INCORPORATION
OF
SJNB FINANCIAL CORP.
ONE: NAME
----
The name of this corporation is:
SJNB Financial Corp.
TWO: PURPOSES
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The purpose of this 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.
THREE: TOTAL NUMBER OF SHARES AUTHORIZED
---------------------------------
This corporation is authorized to issue one class of stock
designated "Common Stock." The number of shares of Common Stock is twenty
million (20,000,000).
FOUR: LIMITATION ON LIABILITY OF DIRECTORS
------------------------------------
The liability of the directors of this corporation for
monetary damages shall be eliminated to the fullest extent permissible under
California law.
FIVE: INDEMNIFICATION OF AGENTS
-------------------------
The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the Corporations Code) through bylaw
provisions, agreements with the agents, vote of shareholders or disinterested
directors, or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the Corporations Code, subject only to the applicable limits on
such excess indemnification set forth in Section 204 of the Corporations Code
with respect to breach of duty to the corporation and its shareholders.
SIX: REQUIREMENT OF SHAREHOLDERS' VOTE ON REORGANIZATIONS
----------------------------------------------------
In all cases in which Section 1201 of the California General
Corporation Law requires the approval by the outstanding shares of this
corporation of the principal terms of a reorganization, such approval shall
require the affirmative vote or written consent of the holders of two-thirds
(2/3) of the outstanding shares entitled to vote, if such reorganization is not
approved 80% or more of the authorized number of directors. If such
reorganization is approved by 80% or more of the authorized number of directors,
such approval shall require the affirmative vote or written consent of the
holders of a majority of the outstanding shares entitled to vote.
SEVEN:
a. 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.
b. 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.