Exhibit 3.1
ARTICLES OF INCORPORATION
OF
VALLEY COMMERCE BANCORP
ARTICLE I
The name of this corporation is Valley Commerce Bancorp.
ARTICLE II
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 III
The name and address in the State of California of this corporation's
initial agent for service of process is:
Donald A. Gilles
Valley Commerce Bancorp
200 South Court Street
Visalia, California 93291
ARTICLE IV
a. The total number of shares of stock that the corporation shall have
authority to issue is 40,000,000 shares, which shall be divided into two classes
as follows: (a) 30,000,000 shares of Common Stock, and (b) 10,000,000 shares of
Preferred Stock (hereinafter "Preferred Shares").
b. The Preferred Shares 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 Shares 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 Shares 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
09/01/04
then outstanding) the number of shares of any such series subsequent to the
issue of shares of that series.
ARTICLE V
Any action required to be taken by shareholders of this corporation must
be taken at a duly called annual meeting or a special meeting of shareholders of
the corporation and no action may be taken by the written consent of the
shareholders.
ARTICLE VI
The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law. Any
repeal or modification of this Article, or the adoption of any provision of the
Articles of Incorporation inconsistent with this Article, shall only be
prospective and shall not adversely affect the rights under this Article in
effect at the time of the alleged occurrence of any act or omission to act
giving rise to liability.
ARTICLE VII
This corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to the corporation and its shareholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject only to
the limitations on excess indemnification set forth in Section 204 of the
California Corporations Code with respect to actions for breach of duty to the
corporation and its shareholders.
/s/ Donald A. Gilles
--------------------------------
Donald A. Gilles
Incorporator
I hereby declare that I am the person who executed the foregoing Articles
of Incorporation, which execution is my act and deed.
Executed at Visalia, California this ____ day of [__________], 2002.
/s/ Donald A. Gilles
--------------------------------
Donald A. Gilles
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Filed August 20, 2004
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
VALLEY COMMERCE BANCORP
The undersigned certify that:
1. They are the president and the secretary, respectively, of Valley Commerce
Bancorp, a California corporation.
2. Section a. of Article IV of the Articles of Incorporation of this
corporation is amended in its entirety to read as follows:
"a. The total number of shares of stock that the corporation shall
have authority to issue is 40,000,000 shares, which shall be divided
into two classes as follows: (a) 30,000,000 shares of Common Stock,
and (b) 10,000,000 shares of Preferred Stock (hereinafter "Preferred
Shares"). Upon the filing of this Amendment to the Articles of
Incorporation, each outstanding share of Common Stock shall be split
up into one and one-half shares of Common Stock; provided the
corporation will distribute cash in lieu of any fractional share
that would otherwise be issued, after giving effect to this split,
on the basis of a value of $13.00 per share."
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the board of directors.
4. The corporation has only one class of shares outstanding. Pursuant to
Corporations Code Section 902(c), the foregoing amendment may be adopted
by approval of the board of directors alone.
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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: August 29, 2004 /s/ Donald A. Gilles
--------------------------------
Donald A. Gilles, President
/s/ Fred P. LoBue, Jr
--------------------------------
Fred P. LoBue, Jr., Secretary
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