ARTICLES OF INCORPORATION
OF
BSM BANCORP
The undersigned incorporator for the purpose of forming a corporation under
the General Corporation Law of the State of California hereby certifies:
ARTICLE I - NAME
The name of this corporation is BSM BANCORP.
ARTICLE II - PURPOSE
The purpose of the 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 III - AGENT FOR SERVICE OF PROCESS
The name and address in the State of California of this Corporation's
initial agent for service of process is:
Loren P. Hansen, Esquire
Knecht & Hansen
1301 Dove Street, Suite 900
Newport Beach, California 92660
ARTICLE IV - AUTHORIZED STOCK
(a) The Corporation is authorized to issue two classes of shares designated
"Preferred Stock" and "Common Stock", respectively. The number of shares of
Preferred Stock authorized to be issued is 25,000,000 and the number of shares
of Common Stock authorized to be issued is 50,000,000.
(b) The Preferred Stock may be divided into such number of series as the
board of directors may determine. The board of directors is authorized to
determine and alter the rights, preferences, privileges and restrictions
granted to or imposed upon any wholly unissued series of Preferred Stock, and
to fix the number of shares of any series of Preferred Stock and the
designation of any such series of Preferred Stock. The board of directors,
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, may increase or decrease (but not below the number of shares of
such series then outstanding) the number of shares of such series subsequent
to the issue of shares of that series.
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ARTICLE V - DIRECTOR LIABILITY
The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
ARTICLE VI - INDEMNIFICATION
The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the Corporations Code) for breach of duty to the
corporation and its stockholders through bylaw provisions or through agreements
with agents, or both, in excess of the indemnification otherwise permitted by
Section 317 of the Corporations Code, subject to the limits on such excess
indemnification set forth in Section 204 of the Corporations Code.
ARTICLE VII -
MEETINGS OF STOCKHOLDERS
Meetings of stockholders may be held at such place as the Bylaws may
provide.
ARTICLE VIII -
DIRECTORS
A. NUMBER; VACANCIES. The number of directors of the Corporation shall
be such number, as shall be provided from time to time in the Bylaws; provided,
however, that no decrease in the number of directors shall have the effect of
shortening the term of any incumbent director, and provided further, that no
action shall be taken to decrease or increase the number of directors within the
range stated in the Bylaws unless at least two-thirds of the directors then in
office shall concur in said action. Vacancies in the board of directors of the
Corporation, however caused, and newly created directorships shall be filled by
a vote of two-thirds of the directors then in office, whether or not a quorum,
and any director so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of the class to which the director has
been chosen expires and when the director's successor is elected and qualified.
IX -
APPROVAL OF CERTAIN BUSINESS COMBINATIONS
The stockholder vote required to approve Business Combinations (as
hereinafter defined) shall be as set forth in this section.
A.1. Except as otherwise expressly provided in this Article IX, the
affirmative vote of the holders of (i) at least 66 2/3% of the outstanding
shares entitled to vote
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thereon (and, if any class or series of shares is entitled to vote thereon
separately, the affirmative vote of the holders of at least 66 2/3% of the
outstanding shares of each such class or series), and (ii) at least a majority
of the outstanding shares entitled to vote thereon, not including shares deemed
beneficially owned by a Related Person (as hereinafter defined), shall be
required in order to authorize any of the following:
(a) any merger or consolidation of the Corporation with or into a
Related Person (as hereinafter defined);
(b) any sale, lease, exchange, transfer or other disposition,
including without limitation, a mortgage, or any other security device, of all
or any Substantial Part (as hereinafter defined) of the assets of the
Corporation (including without limitation any voting securities of a subsidiary)
or of a subsidiary, to a Related Person;
(c) any merger or consolidation of a Related Person with or into the
Corporation or a subsidiary of the Corporation;
(d) any sale, lease, exchange, transfer or other disposition of all or
any Substantial Part of the assets of a Related Person to the Corporation or a
subsidiary of the Corporation;
(e) the issuance of any securities of the Corporation or a subsidiary
of the Corporation to a Related Person;
(f) the acquisition by the Corporation or a subsidiary of the
Corporation of any securities of a Related Person;
(g) any reclassification of the common stock of the Corporation, or
any recapitalization involving the common stock of the Corporation; and
(h) any agreement, contract or other arrangement providing for any of
the transactions described in this Article.
2. Such affirmative vote shall be required notwithstanding any other
provision of these Articles, any provision of law, or any agreement with any
regulatory agency or national securities exchange which might otherwise permit a
lesser vote or no vote.
3. The term "Business Combination" as used in this Article IX shall mean
any transaction which is referred to in any one or more of subparagraphs A(1)(a)
through (h) above.
B. The provisions of paragraph A shall not be applicable to any particular
Business Combination, and such Business Combination shall require only such
affirmative vote as is required by any other provision of these Articles, any
provision of law, or any agreement with any regulatory agency or national
securities exchange, if the Business Combination shall have been approved by a
majority vote of the Continuing Directors (as hereinafter defined); provided,
however, that such approval
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shall only be effective if obtained at a meeting at which a Continuing Director
Quorum (as hereinafter defined) is present.
C. For the purposes of this Article IX the following definitions apply:
1. The term "Related Person" shall mean and include (a) any
individual, corporation, partnership or other person or entity which together
with its "affiliates" (as that term is defined in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended),
"beneficially owns" (as that term is defined in Rule 13d-3 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended) in the
aggregate 10% or more of the outstanding shares of the common stock of the
Corporation; and (b) any "affiliate" (as that term is defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended) of any such individual,
corporation, partnership or other person or entity. Without limitation, any
shares of the common stock of the Corporation which any Related Person has the
right to acquire pursuant to any agreement, or upon exercise or conversion
rights, warrants or options, or otherwise, shall be deemed "beneficially owned"
by such Related Person.
2. The term "Substantial Part" shall mean more than 25% of the total
assets of the Corporation, as of the end of its most recent fiscal year ending
prior to the time the determination is made.
3. The term "Continuing Director" shall mean any member of the Board
of Directors of the Corporation who is unaffiliated with the Related Person and
was a member of the board prior to the time that the Related Person became a
Related Person, and any successor of a Continuing Director who is unaffiliated
with the Related Person and is recommended to succeed a Continuing Director by a
majority of Continuing Directors then on the board.
4. The term "Continuing Director Quorum" shall mean a majority of
the Continuing Directors capable of exercising the powers conferred on them.
X -
AMENDMENT OF BYLAWS
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of the Corporation is expressly authorized to make,
repeal, alter, amend and rescind the Bylaws of the Corporation by a majority
vote of the board. Notwithstanding any other provision of these Articles (and
notwithstanding the fact that some lesser percentage may be specified by law),
the Bylaws shall not be adopted, repealed, altered, amended or rescinded by the
stockholders of the Corporation except by the vote of the holders of not less
than 66 2/3% of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the stockholders called for that
purpose (provided that notice of such proposed adoption,
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repeal, alteration, amendment or rescission is included in the notice of such
meeting), or, as set forth above, by the Board of Directors.
XI -
AMENDMENT OF ARTICLES OF INCORPORATION
The Corporation reserves the right to repeal, alter, amend or rescind any
provision contained in these Articles in the manner now or hereafter prescribed
by law, and all rights conferred on stockholders herein are granted subject to
this reservation. Notwithstanding the foregoing, the provisions set forth in
Articles VII, VIII, IX, X, and this Article XI may not be repealed, altered,
amended or rescinded in any respect unless the same is approved by the
affirmative vote of the holders of not less than 66 2/3% of the outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors (considered for this purpose as a single class) cast at a
meeting of the stockholders called for that purpose (provided that notice of
such proposed adoption, repeal, alteration, amendment or rescission is included
in the notice of such meeting).
Dated: November 11, 1996
/s/ Loren P. Hansen
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Loren P. Hansen
Incorporator
I hereby declare that I am the person who executed the foregoing Articles
of Incorporation, which execution is my act and deed.
/s/ Loren P. Hansen
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Loren P. Hansen
Incorporator
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