Exhibit 3.1
1621468
ENDORSED
FILED
In the office of the Secretary of State
Of the State of California
August 12 1988
March Fong Eu, Secretary of State
ARTICLES OF INCORPORATION
OF
REDWOOD EMPIRE BANCORP
ONE: NAME
The name of the Corporation is:
Redwood Empire Bancorp
TWO: PURPOSE
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporations
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: AUTHORIZED STOCK
The Corporation is authorized to issue only one class of shares of
stock, designated "Common Stock," and the total number of shares which the
corporation is authorized to issue is 10,000,000.
FOUR: DIRECTOR LIABILITY
The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
FIVE: INDEMNIFICATION
The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to the Corporation and its stockholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to the
limits on such excess indemnification set forth in Section 204 of the California
Corporations Code.
SIX: AGENT FOR SERVICE OF PROCESS
The name and address in this State of this corporation's initial agent
for service of process is:
Gary Steven Findley, Attorney at Law
2700 East Imperial Highway, Suite J
Brea, California 92621
NBR-07218803.1-7/22
IN WITNESS WHEREOF, for the purpose of forming this corporation under
the laws of the State of California, the undersigned, constituting the
incorporator of this corporation, has executed these Articles of Incorporation.
Dated: July 25, 1988
/s/ Gary Steven Findley
Gary Steven Findley
I hereby declare that I am the person who executed the foregoing
Articles of Incorporation, which execution is my act and deed.
/s/ Gary Steven Findley
Gary Steven Findley
A419130
ENDORSED
FILED
In the office of the Secretary of State
Of the State of California
June 4, 1992
March Fong Eu, Secretary of State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Barry S. Slatt and Marta J. Idica certify that:
1. They are the president and the secretary, respectively, of Redwood Empire
Bancorp, a California Corporation.
2. Article Three of the Articles of Incorporation of this corporation is
amended to read as follows:
THREE: AUTHORIZED STOCK
(a) The Corporation is authorized to issue two classes of stock, which
shall be designated respectively "Common Stock" and "Preferred Stock."
(b) The number of shares of Common Stock which the Corporation is
authorized to issue is 10,000,000.
(c) The number of shares of Preferred Stock which the Corporation is
authorized to issue is 2,000,000. The Preferred Stock may be issued in one or
more series. The Board of Directors is authorized to fix the number of any such
series of Preferred Stock and to determine the designation of any such series.
The Board of Directors is further 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 issuance of shares of that
series.
3. The foregoing amendment of articles of incorporation has been duly approved
by the board of directors.
4. The foregoing amendment of articles of incorporation has been duly approved
by the required vote of shareholders in accordance with Section 902 of the
Corporations Code. The total number of outstanding shares of the
corporation was 1,823,283 as of the record date April 1, 1992. The number
of shares voting in favor of the amendment equaled or exceeded the vote
required. The percentage vote required was more than 50%.
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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: 5-28 , 1992 /s/ Barry S. Slatt
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Barry S. Slatt, President
DATE: 5-28 , 1992 /s/ Marta J. Idica
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Marta J. Idica, Secretary
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