CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
BSM BANCORP
William A. Hares and William L. Snelling certify that:
1. They are the President and Secretary, respectively, of BSM Bancorp, a
California corporation.
2. Paragraphs B., C. and D. are added to Article VIII of the Articles of
Incorporation of this Corporation, to read as follows:
"B. The remaining provisions of this article shall become effective
only when the Corporation becomes a listed corporation within the meaning of
Section 301.5 of the Corporations Code, which provision refers to a corporation
whose shares are traded on the New York Stock Exchange, American Stock Exchange,
or National Market System-NASDAQ.
C. CLASSIFIED BOARD. If the authorized number of directors is nine
or more, then the board of directors shall be classified into three classes, the
members of each class to serve for a term of three years. Notwithstanding the
foregoing, the director whose term shall expire at any annual meeting shall
continue to serve until such time as his successor shall have been duly elected
and shall have qualified unless his position on the board of directors shall
have been abolished by action taken to reduce the size of the board of directors
prior to said meeting.
Should the number of directors of the Corporation be reduced, the
directorship(s) eliminated shall be allocated among classes as appropriate so
that the number of directors in each class is as nearly as equal as possible.
The Board of Directors shall designate, by the name of the incumbent(s), the
position(s) to be abolished. Notwithstanding the foregoing, no decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director. Should the number of directors of the Corporation be
increased, the additional directorships shall be allocated among classes as
appropriate so that the number of directors in each class is as nearly as equal
as possible.
At the first annual meeting of shareholders held after the corporation
qualifies as a listed corporation within the meaning of Section 301.5 of the
Corporations Code, one-third of the directors shall be elected for a term of
three years,
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one-third of the directors shall be elected for a term of two years, and
one-third of the directors shall be elected for a term of one year. If the
number of directors is not divisible by three, the first extra director shall be
elected for a term of three years and a second extra director, if any, shall be
elected for a term of two years.
At subsequent annual meetings of shareholders, a number of directors
shall be elected equal to the number of directors with terms expiring at that
annual meeting. Directors elected at each such annual meeting shall be elected
for a term expiring with the annual meeting of shareholders three years
thereafter.
D. CUMULATIVE VOTING. The election of directors shall not be by
cumulative voting. At each election of directors, each shareholder entitled to
vote may vote all the shares held by that shareholder for each of several
nominees for director up to the number of directors to be elected. The
shareholder may not cast more votes for any single nominee than the number of
shares held by that shareholder."
3. The foregoing amendments to the Articles of Incorporation have been
duly approved by the Board of Directors.
4. The foregoing amendments to the Articles of Incorporation have been
duly approved by the required vote of shareholders of Common Stock in accordance
with Section 902 of the Corporations Code. The corporation has 150 shares of
Common Stock issued and outstanding and no shares of Series A Preferred Stock
issued and outstanding. The number of shares of Common Stock entitled to vote
and voting in favor of each of the foregoing Amendments equaled or exceeded the
vote required. The percentage vote of Common Stock required for the approval of
the Amendments was more than 50% of the outstanding shares.
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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: November 22, 1996
/s/ William A. Hares
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William A. Hares
/s/ William L. Snelling
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William L. Snelling
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