Exhibit 3.1
ARTICLES OF INCORPORATION
OF
SAN JOAQUIN BANCORP
ARTICLE ONE: NAME
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The name of this corporation is:
SAN JOAQUIN BANCORP
ARTICLE 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.
ARTICLE THREE: AGENT FOR SERVICE OF PROCESS
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The name and complete business address in the State of California
of the corporation's initial agent for service of process is:
Stephen M. Annis
4600 California Avenue
Bakersfield, CA 93309
ARTICLE FOUR: CAPITALIZATION
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This corporation is authorized to issue two classes of shares
designated "Common Stock," and "Preferred Stock," respectively. The
number of shares of Common Stock authorized to be issued is 20,000,000,
and the number of shares of Preferred Stock authorized to be issued is
5,000,000. The Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is authorized to fix the number of
shares of any series of Preferred Stock and to determine the designation
of any such series. The Board of Directors is also 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 issue of shares of that
series.
ARTICLE FIVE: LIMITATION ON LIABILITY OF DIRECTORS AND
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INDEMNIFICATION OF AGENTS
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The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law. The corporation is authorized to provide indemnification
of agents (as defined in Section 317 of the Corporations Code) through
bylaw provisions, agreements with agents, vote of shareholders or
disinterested directors, or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the Corporations Code and to the
fullest extent permissible under California law, subject to the limits
on such excess indemnification set forth in Section 204 of the
Corporations Code. This corporation is authorized to purchase and
maintain insurance on behalf of its agents against any liability
asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such. Any amendment, repeal or modification
of any provision of this Article Five shall not adversely affect any
right or protection of an agent of the corporation existing at the time
of such amendment, repeal or modification. If after the effective date
of this Article Five, California law is amended in a manner which
permits a corporation to indemnify its agents or limit the monetary or
other liability of its directors to a greater extent than is permitted
on such effective date, the reference in this Article to "California
law" shall to that extent be deemed to refer to California law as so
amended.
ARTICLE SIX: ACTION WITHOUT MEETING
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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 such action.
ARTICLE SEVEN: CUMULATIVE VOTING
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No holder of any class of stock of the corporation shall be
entitled to cumulative votes in connection with any election of
directors of the corporation. This provision shall become effective only
when the corporation becomes a listed corporation within the meaning of
Section 301.5 of the Corporations Code.
Dated: April 25, 2006
/s/ Bruce Maclin
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Bruce Maclin, Incorporator