Exhibit "1"
ARTICLES OF AMENDMENT
FOR
CASCADE BANCORP
1. Sections 10.2 and 10.3 of Article X of Cascade Bancorp's
Articles of Incorporation are hereby amended and restated in
their entirety as follows:
"10.2 SHAREHOLDER VOTE. In addition to any affirmative
vote required by law or under any other provision of these
Articles of Incorporation or the Bylaws of the Corporation,
and except as otherwise expressly provided in Section 10.3
hereof, no Corporate Action shall be authorized or effected
unless there is cast the affirmative vote of at least two-
thirds of the outstanding shares of capital stock of the
Corporation held by shareholders who are not interested
shareholders as defined in ORS 60.825 and who are otherwise
entitled to vote generally in the election of directors.
10.3 EXCEPTION TO TWO-THIRDS REQUIREMENT. The
provisions of Section 10.2 hereof shall not be applicable to
any particular Corporate Action and such Corporate Action
shall require only such affirmative vote as is required by
law and any other provisions of these Articles of
Incorporation, if a majority of all Continuing Directors of
the Corporation vote in favor and recommend approval of the
Corporate Action to the shareholders."
2. The following Section 10.4 is added to Article X of Cascade
Bancorp's Articles of Incorporation:
"10.4 COORDINATION WITH STATUTE: The provisions of this
Article X shall be subordinate to the provisions of ORS
60.825 to ORS 60 .845 as amended, such that said statutory
provisions shall control over any conflicting provisions of
this Article. Further, the invalidity or unenforceability
of any particular provision or provisions of this Article
shall not affect any other provisions hereof, and in such
event this Article shall be construed in all respects as if
such invalid or unenforceable provisions were amended to
conform to such statutory provisions."
ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
CASCADE BANCORP
Pursuant to ORS 60.437, the undersigned corporation hereby
submits for filing the following articles of amendment to its
articles of incorporation:
1. The name of the corporation is CASCADE BANCORP.
2. Shareholder action is required to adopt the amendment.
The shareholder vote was as follows:
Number of votes entitled to be cast 228,506
Number of votes in favor 159,195
Number of votes against 600
3. The articles of incorporation are amended as follows:
"ARTICLE VII
The total number of shares of stock which the
corporation shall have authority to issue shall be
10,000,000 shares of Common Stock without par value."
4. The amendment was adopted on October 28, 1993.
CASCADE BANCORP
/S/ James E. Petersen
----------------------
JAMES E. PETERSEN,
Assistant Secretary
Person to contact about this filing:
JAMES E. PETERSEN
KARNOPP, PETERSEN, NOTEBOOM,
HUBEL, HANSEN & ARNETT
1201 N.W. Wall Street
Suite 300
Bend, Oregon 97701
(541) 382-3011
Page 1. ARTICLES OF AMENDMENT
Secretary of State
Corporate Division
158 12th Street NE
Salem, Oregon 97310-0210
Registry Number: 193154-90
ARTICLES OF AMENDMENT
By Incorporator
1. Name of the corporation prior to amendment: Cascade Bancorp.
2. The corporation has not issued any shares of stock.
3. Shareholder action was not required to adopt the amendment.
The amendment was adopted by the incorporator.
4. State the article number and set forth the article as it is
amended to read.
Paragraph 10.3 of Article X is amended and completely
restated as follows:
"10.3 EXCEPTION TO 75% REQUIREMENT. The
provisions of Section 10.2 hereof shall not be
applicable to any particular Corporate Action and
such Corporate Action shall require only such
affirmative vote as is required by law and any
other provisions of these Articles of
Incorporation, if a majority of all Continuing
Directors of the Corporation vote in favor of and
recommend approval of the Corporate Action to the
shareholders."
5. The amendment was adopted on May 21, 1990.
Execution:/S/ James E. Petersen
-----------------------------
JAMES E. PETERSEN, Incorporator
Person to contact about this filing: James E. Petersen
(503) 382-3011
ARTICLES OF INCORPORATION
OF
CASCADE BANCORP
This undersigned, being over the age of 18 years and a citizen
of the United States, being desirous of forming a Corporation for
the purposes hereinafter specified and in conformity with the laws
of the state of Oregon, does hereby make and execute the following
written Articles of Incorporation in duplicate.
ARTICLE I
---------
The name of this Corporation is:
CASCADE BANCORP
ARTICLE II
-----------
The purposes of this Corporation are to engage in the business
of a bank holding company in all of its aspects and to engage in
any lawful activities for which corporations may be organized under
Oregon Statutes as from time to time constituted. This Corporation
shall have those powers which are given to corporations under
Oregon Statutes presently constituted and those powers which may
hereafter and from time to time be given or permitted to
corporations under Oregon law.
ARTICLE III
------------
The duration of this Corporation is perpetual.
ARTICLE IV
-----------
The registered agent of this Corporation for service of
process is James E. Petersen, whose address is 835 N.W. Bond
Page 1. ARTICLES OF INCORPORATION
Street, Bend, Oregon 97701, which address is the registered office
of this Corporation
ARTICLE V
----------
The address where the Division may mail notices is:
c/o James E. Petersen
835 N.W. Bond Street
Bend, Oregon 97701
ARTICLE VI
-----------
The name and address of the incorporator executing these
Articles of Incorporation is as follows: James E. Petersen, whose
address is 835 N.W. Bond Street, Bend, Oregon 97701.
ARTICLE VII
-----------
The total number of shares of stock which the corporation
shall have authority to issue shall be 1,000,000 shares of Common
Stock without par value.
ARTICLE VIII
-------------
The first Board of Directors shall consist of seven members,
each of whom shall hold office until his successor is duly elected.
Their names and addresses are:
Alden K. Briggs P.O. Box 5879
Bend, Oregon 97701
L. A. Swarens P.O. Box 5879
Bend, Oregon 97701
Jacob M. Wolfe P.O. Box 5879
Bend, Oregon 97701
Roger J. Shields P.O. Box 5879
Bend, Oregon 97701
Gary L. Capps P.O. Box 5879
Bend, Oregon 97701
Page 2. ARTICLES OF INCORPORATION
Gary L. Hoffman P.O. Box 5879
Bend, Oregon 97701
James E. Petersen P.O. Box 5879
Bend, Oregon 97701
ARTICLE IX
-----------
Each share of the Common Stock of this Corporation, after the
consideration therefor as fixed by the Board of Directors has been
fully paid in, shall be nonassessable and shall not be subject to
assessment to pay the debts of the Corporation.
ARTICLE X
---------
10.1 DEFINITIONS. For the purposes of this Article X only,
the following terms shall have the meanings set forth below:
(a) "Business Combination" shall mean any and all of the
following:
(I) Any merger, reorganization, consolidation or
exchange of shares of the Corporation with or into another Person
(as hereinafter defined);
(ii) Any merger, reorganization, consolidation or
exchange of shares of a Subsidiary (as hereinafter defined) of the
Corporation with or into another Person;
(iii) Any sale, lease, exchange, mortgage, pledge,
transfer or other disposition of assets of the Corporation having
a book value in excess of 10 percent of the book value of the total
consolidated assets of the Corporation at the end of its most
recent fiscal year end determined in accordance with generally
accepted accounting principles;
Page 3. ARTICLES OF INCORPORATION
(iv) Any sale, lease, exchange, mortgage, pledge,
transfer or other disposition of assets of a Subsidiary (as
hereinafter defined)of the Corporation having a book value in
excess of 10 percent of the book value of the total assets of the
Subsidiary at the end of its most recent fiscal year end determined
in accordance with generally accepted accounting principles;
(v) Any plan or proposal for the partial or complete
liquidation or dissolution, spin-off, split-off or split-up of the
Corporation or of any Subsidiary of the Corporation; and
(vi) Any reclassification of securities (including
any reverse stock split) or recapitalization of the Corporation
(other than a redemption in accordance with the terms of the
security redeemed), or any reorganization, merger or consolidation
of the Corporation with any of its Subsidiaries or any similar
transaction, except a reorganization, merger or consolidation of
the Corporation with any of its wholly owned Subsidiaries.
(b) "Subsidiary" means any corporation in which at least
a majority of any class of equity securities is owned, directly or
indirectly, by the Corporation.
"Corporate Action" shall mean any and all of the
following:
(I) the amendment, alteration, change or repeal of
this Article X of these Articles of Incorporation;
(ii) a Business Combination.
Page 4. ARTICLES OF INCORPORATION
(d) "Person" shall mean any individual, association,
partnership, corporation, group, firm or other entity other than
the Corporation or wholly owned Subsidiary of the Corporation.
(e) "Continuing Directors: shall mean the directors set
forth in Article VIII of these Articles of Incorporation and
individuals designated (before such individual's initial election
as a director) as a Continuing Director by a majority of the then
Continuing Directors.
10.2 SHAREHOLDER VOTE. In addition to any affirmative vote
required by law or under any other provision of these Articles of
Incorporation or the Bylaws of the Corporation, and except as
otherwise expressly provided in Section 10.3 hereof, no Corporate
Action shall be authorized or effected unless there is cast the
affirmative vote of at least 75 percent of the outstanding shares
of capital stock of the Corporation entitled to vote generally in
the election of directors.
10.3 EXCEPTION TO 75% REQUIREMENT. The provisions of Sections
10.2 hereof shall not be applicable to any particular Corporate
Action and such Corporate Action shall require only such
affirmative vote as is required by law and any other provisions of
these Articles of Incorporation, if two-thirds of all Continuing
Directors of the Corporation vote in favor of and recommend
approval of the Corporate Action to the shareholders.
Page 5. ARTICLES OF INCORPORATION
ARTICLE XI
----------
Oregon Control Share Statute
----------------------------
11.1 STATUTE. Sections 60.801-60.816 of the Oregon Business
Corporation Act (the "Oregon Control Share Act") provides for
certain procedures to occur in a control-share acquisition. All
terms used herein shall have the meanings ascribed to them in said
Section.
11.2 VOTE REQUIRED TO OPT OUT OF STATUTE. In addition to any
affirmative vote required by law or under any other provision of
these Articles of Incorporation or the Bylaws of the Corporation,
the Corporation may not opt out of the Oregon Control Share Act or
otherwise elect said Act to be inapplicable to the Corporation
unless there is cast the affirmative vote of 75 percent of the
outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors, excluding all
interested shares or unless two thirds of all Continuing Directors
(as defined in Article 10.1(e) of the Corporation vote in favor of
amending the Bylaws of the Corporation to make the Oregon Control
Share Act inapplicable to the Corporation.
11.3 SHAREHOLDER RESOLUTION. The affirmative note of 75
percent of all the votes entitled to be cast by each class or
series entitled to vote separately on the voting rights accorded
to the control shares and the affirmative vote of 75 percent of
each class or series entitled to vote separately on the voting
rights accorded to the control shares, excluding all interested
Page 6. ARTICLES OF INCORPORATION
shares, shall be required in determining the voting rights of the
control shares as set forth by resolution of the shareholders.
11.4 AMENDMENT. the amendment, alteration, change or repeal
of this Article XI of the Articles of Incorporation shall require
the affirmative vote of at least 75 percent of the outstanding
shares of capital stock of the Corporation entitled to vote
generally in the election of directors, excluding all interested
shares.
ARTICLE XII
------------
No director of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages for
conduct as a director, except that this provision shall not
eliminate or limit the liability of a director for any act or
omission occurring prior to the date of adoption of this Article
and that this provision shall not eliminate or limit the liability
of a director for (a) any breach of the director's duty of loyalty
to the Corporation or its shareholders; (b) acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law; any distribution to shareholders which is
unlawful under Oregon law; or (d) any transaction from which the
director derived an improper personal benefit. No amendment to or
repeal of this Article shall apply to our have an effect on the
liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions prior to such
amendment or repeal.
Page 7. ARTICLES OF INCORPORATION
If Oregon law is amended to authorize the further elimination
or limitation of the liability of directors, then the liability of
a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by Oregon law as so amended.
The effective date of incorporation of this Corporation shall
be the date these Articles of Incorporation are filed with the
Oregon Secretary of State.
For the purpose of organizing this Corporation under the laws
of the state of Oregon, I sign these Articles of Incorporation in
duplicate this 2nd day of March, 1990.
/S/ James E. Petersen
-----------------------------
JAMES E. PETERSEN, Incorporator
835 N. W. Bond Street
Bend, Oregon 97701
Page 8. ARTICLES OF INCORPORATION
STATE OF OREGON
(LOGO)
DEPARTMENT OF INSURANCE AND FINANCE
Finance Section
CERTIFICATE OF APPROVAL
------------------------
WHEREAS, CASCADE BANCORP, a corporation organized and existing
under and pursuant to the laws of the State of Oregon, and a
registered bank holding company pursuant to the provisions of the
Bank Holding Company Act of 1966, as amended, with its principal
office at 1700 N.E. Third Street, Bend, Oregon did on the 16th day
of March, 1990, pursuant to ORS 715.015 apply to the Administrator,
Division of Finance and Corporate Securities, Finance Section, for
a Certificate of Approval to acquire the controlling capital stock
of BANK OF THE CASCADES;
NOW, THEREFORE, I, Cecil R. Monroe, Administrator, Division of
Finance and Corporate Securities, Finance Section, State of Oregon,
DO HEREBY CERTIFY that CASCADE BANCORP has met the criteria as set
out in ORS 715.065 to control and operate the institution in a
legal and proper manner, and that the interest of the stockholders,
depositors, and creditors of the institution, and the public,
generally, will not be jeopardized by the proposed change in
ownership and management, and that CASCADE BANCORP has been
furnished, as required by the laws of the State of Oregon, with
said certificate, which, with the application as aforesaid are now
on file in my office;
ACCORDINGLY, the undersigned, as such Administrator and by
virtue of the authority vested in him by law, hereby issues this
Certificate of Approval, subject to the following condition:
(1) That all necessary and final approvals have been obtained
from the appropriate Federal authority.
In Testimony Whereof, I have hereunto set my hand and
affixed the seal of the Department of Insurance and
Finance of the State of Oregon this 30th day of November,
1990.
/s/ CECIL R. MONROE
------------------------------
Administrator