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ARTICLES OF INCORPORATION
Columbia Bancorp
ARTICLE I
The name of the Corporation is Columbia Bancorp.
ARTICLE II
(1) The Corporation is authorized to issue 10,000,000 shares of
Common Stock. (As amended by shareholder vote on April 29, 1997).
(2) Holders of Common Stock are entitled to one vote per share on
any matter submitted to the shareholders. On dissolution of the Corporation,
after any preferential amount with respect to Preferred Stock has been paid or
set aside, the holders of Common Stock and the holders of any series of
Preferred Stock entitled to participate in the distribution of assets are
entitled to receive the net assets of the Corporation.
(3) The Board of Directors (the "Board") is authorized, subject
to limitations prescribed by the Oregon Business Corporation Act, as amended
from time to time (the "Act"), and by the provisions of this Article, to provide
for the issuance of shares of Preferred Stock in series, to establish from time
to time the number of shares to be included in each series, and to determine the
designations, relative rights, preferences and limitations of the shares of each
series. The authority of the Board with respect to each series includes, without
limitation, determination of the following:
(a) The number of shares in and the distinguishing
designation of that series;
(b) Whether shares of that series shall have full,
special, conditional, limited or no voting rights, except to the extent
otherwise provided by the Act;
(c) Whether shares of that series shall be convertible and
the terms and conditions of the conversion, including provision for the
adjustment of the conversion rate in circumstances determined by the Board;
(d) Whether shares of that series shall be redeemable and
the terms and conditions of the redemption, including the date or dates upon or
after which they shall be redeemable and the amount per share payable in case of
redemption, which amount may vary under different conditions or at different
redemption dates;
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(e) The dividend rate, if any, on shares of that series,
the manner of calculating any dividends, and the preferences of any dividends;
(f) The rights of shares of that series in the event of
voluntary or involuntary dissolution of the Corporation, and the rights of
priority of that series relative to the Common Stock and any other series of
Preferred Stock on the distribution of assets on dissolution; and
(g) Any other rights, preferences and limitations of that
series that are permitted by law to vary.
ARTICLE III
(1) The Board shall supervise the business of the Corporation.
(2) The Board shall consist of not more than twelve (12) and not
less than seven (7) members. The exact number of directors at any given time
shall be fixed within these limits by approval of the directors.
(3) The Board shall be divided into three classes, none of which
shall have less than two (2) members, identified as class (A), class (B), and
class (C). The term of office of directors in class (A) shall expire at the
first annual meeting of shareholders after their election or when their
successors are qualified and elected. The term of office of directors in class
(B) shall expire at the second annual meeting of shareholders after their
election or when their successors are qualified and elected. The term of office
of directors in class (C) shall expire at the third annual meeting of
shareholders after their election or when their successors are qualified and
elected. At each meeting thereafter, the number of directors equal to the number
in the class whose term expires at the time of such meeting shall be elected to
hold office until the third succeeding annual meeting or until their successors
are qualified and elected.
(4) The shareholders of the Corporation may remove one or more
directors only for cause. If the director is elected by a voting group of
shareholders, only the shareholders of that voting group may participate in the
vote to remove the director. A director may be removed by the shareholders only
at a meeting called for the purpose of removing the director. The notice of such
meeting must state that the purpose, or one of the purposes, of the meeting is
the removal of the director. For the purposes of this Article "cause" shall mean
(i) any breach of a director's duty of loyalty to the Corporation or its
shareholders, (ii) acts or omissions of a director which are not in good faith
or which involve intentional misconduct or a knowing violation of the law, (iii)
any distribution to a director which is unlawful under the provisions of ORS
60.367, or (iv) any transaction with the Corporation from which the director
derived an improper or illegal personal benefit.
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(5) Any directorship to be filled by reason of a vacancy in the
Board or a vacancy resulting from an increase in the number of directors shall
be filled by the affirmative vote of a majority of all the directors remaining
in office. Such vacancy shall be filled by the Board for the unexpired term of
such vacancy at the first regular meeting of the Board after the vacancy occurs.
Shareholders may not fill vacancies.
(6) Notwithstanding any other provisions of these Articles of
Incorporation or the bylaws of the Corporation, the provisions of this Article
III may not be amended or repealed, and no provisions inconsistent herewith may
be adopted by the Corporation, without the affirmative vote of seventy-five
percent (75%) of all of the votes entitled to be cast on the matter.
ARTICLE IV
(1) Any offer, proposal or plan to (a) merge, consolidate or
combine the Corporation and/or any of its subsidiaries in any way with any other
corporation, entity or affiliate thereof, or to (b) sell all or substantially
all of the Corporation and/or any of its subsidiaries or assets to any other
corporation, entity or affiliate thereof, which proposal or plan is not approved
by a majority of the Board, must be approved by the affirmative vote of
seventy-five percent (75%) of the shares of each class of stock of the
Corporation entitled to vote on the proposal.
(2) Notwithstanding any other provisions of these Articles of
Incorporation or the bylaws of the Corporation, the provisions of this Article
IV may not be amended or repealed, and no provisions inconsistent herewith may
be adopted by the Corporation, without the affirmative vote of seventy-five
percent (75%) of all of the votes entitled to be cast on the matter.
ARTICLE V
(1) No director of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages for conduct as a
director, provided that this Article shall not eliminate the liability of a
director for (i) any breach of a director's duty of loyalty to the Corporation
or its shareholders, (ii) acts or omissions of a director which are not in good
faith or which involve intentional misconduct or a knowing violation of the law,
(iii) any distribution to a director which is unlawful under the provisions of
ORS 60.367, (iv) any transaction with the Corporation from which the director
derived an improper or illegal personal benefit, or (v) any act or omission for
which such elimination of liability is not permitted under the Act.
(2) No amendment to the Act that further limits the acts or
omissions for which elimination of liability is permitted shall affect the
liability of a
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director for any act or omission occurring prior to the effective date of the
amendment.
(3) If the Act or other Oregon law is amended to authorize the
elimination or limitation of the liability of directors, then the liability of a
director of the Corporation shall be so eliminated or limited to the fullest
extent permitted by the Act or by Oregon law as so amended.
ARTICLE VI
(1) The Corporation shall indemnify to the fullest extent not
prohibited by the Act or other law any current or former director of the
Corporation who is made, or threatened to be made, a party to an action, suit or
proceeding, whether civil, criminal, administrative, investigative or other,
including an action, suit or proceeding by or in the right of the Corporation,
by reason of the fact that such person was or is a director, employee or agent
of the Corporation or any of its subsidiaries, or was or is a fiduciary within
the meaning of the Employee Retirement Income Security Act of 1974 with respect
to any employee benefit plan of the Corporation or any of its subsidiaries, or
serves or served at the request of the Corporation as a director, officer,
employee or agent, or as a fiduciary of an employee benefit plan, of another
corporation, partnership, joint venture, trust or other enterprise.
(2) The Corporation shall reimburse or pay for the reasonable
expenses incurred by any such current or former director in any such action,
suit or proceeding in advance of the final disposition of the same if the
director sets forth in writing (i) the director's good faith belief of
entitlement to indemnification under this Article, and (ii) the director's
agreement to repay all advances if it is ultimately determined that the director
is not entitled to indemnification.
(3) No amendment to this Article that limits the Corporation's
obligation to indemnify any person shall have any effect on such obligation for
any act or omission that occurs prior to the later of the effective date of the
amendment or the date on which notice of the amendment is given to the person.
This Article shall not be deemed exclusive of any other provisions for
indemnification or advancement of expenses of directors, officers, employees,
agents and fiduciaries that may be part of or included in any statute, bylaw,
agreement, general or specific action of the Board, vote of shareholders or
other document or arrangement. The Corporation may enter into written agreements
of indemnification.
ARTICLE VII
(1) Unless otherwise permitted by the Board, any business,
including nominations of directors, may be properly brought before an annual
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shareholders meeting by a shareholder only upon the shareholder's timely notice
in writing to the secretary of the Corporation. To be timely, a shareholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not later than the close of business on the tenth
(10th) business day following the day on which notice or disclosure of the date
of the annual meeting is given or made to shareholders.
(2) A shareholder's notice under this Article VII shall set forth
(i) a brief description of each matter desired to be brought before the annual
meeting and the reason for conducting such business at the meeting, (ii) the
name and address of the proposing shareholder, (iii) the class and number of
shares of stock of the Corporation which are beneficially owned by the proposing
shareholder, (iv) any material interest of the shareholder in the business
proposed, and (v) as for each person whom the shareholder proposes to nominate
for election as a director (a) the name, age, business address, and residence
address of such person, (b) the principal occupation or employment of such
person, (c) the class and number or shares of stock, if any, of the Corporation
which are beneficially owned by such person, (d) the proposed nominee's written
consent, and (e) any other information relating to such person that is required
to be disclosed or is otherwise required by any applicable law.
(3) Notwithstanding any other provisions of these Articles of
Incorporation or the bylaws of the Corporation, the provisions of this Article
VII may not be amended or repealed, and no provisions inconsistent herewith may
be adopted by the Corporation, without the affirmative vote of seventy-five
percent (75%) of all of the votes entitled to be cast on the matter.
ARTICLE VIII
The street address and the mailing address of the initial
registered office of the Corporation is 316 East Third Street, The Dalles,
Oregon 97058 and the name of its initial registered agent is Terry L. Cochran.
ARTICLE IX
The name and address of the incorporator is Bennett H. Goldstein,
Attorney at Law, 2548 SW St. Helens Court, Portland, Oregon 97201.
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ARTICLE X
The mailing address for notices to the Corporation is c/o Bennett
H. Goldstein, Attorney at Law, 2548 SW St. Helens Court, Portland, Oregon 97201.
Date: October 2, 1995.
/s/
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Bennett H. Goldstein, Incorporator
FILING AND AMENDMENT HISTORY
Articles of Incorporation filed on October 3, 1995 as Oregon Secretary of
State Registry No. 480168-85.
On April 29, 1997 an amendment to Article II was approved by shareholders
increasing authorized shares from 4 million to 10 million.
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