ARTICLES OF INCORPORATION
OF
SALINAS VALLEY BANCORP
The undersigned incorporator, for the purpose of forming a corporation
under the General Corporation Law of the State of California, hereby
declares:
I
The name of the corporation is Salinas Valley Bancorp.
II
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.
III
The name and address in the State of California of the corporation's
Initial Agent for Service of Process is: John McCarthy, 301 Main
Street, Salinas, California 93901.
IV
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 One
Million (1,000,000) and the number of shares of Common Stock
authorized to be issued is Twenty Million (20,000,000).
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 and 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 any series
subsequent to the issue of shares of that series.
V
The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.
VI
This corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California General Corporation Law)
for breach of duty to the corporation and its shareholders through
bylaw provisions, agreements with agents, or otherwise, in excess of
the indemnification otherwise permitted by Section 317 of the
California General Corporation Law, subject to the limits on such
excess indemnification set forth in Section 204 of the California
General Corporation Law.
Dated: filed and certified by Secretary of State on
February 24, 1994.
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Article I of Central Coast Bancorp's Articles of Incorporation shall
be amended in its entirety to read as follows:
The name of the corporation is Central Coast Bancorp.
Date of amendments: filed and certified by Secretary of State on
December 28, 1994.
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Article IV of the articles of incorporation of Bancorp is amended to
read as follows:
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 One
Million (1,000,000) and the number of shares of Common Stock
authorized to be issued is Twenty Million (20,000,000). Upon the
amendment of this article, each outstanding share of Common Stock is
split into 1.5 shares as of March 28, 1997.
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 and 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 any series
subsequent to the issue of shares of that series.
Date of amendments: filed and certified by Secretary of State on
April 14, 1997.
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Article IV of the articles of incorporation of Bancorp is amended to
read as follows:
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 One
Million (1,000,000) and the number of shares of Common Stock
authorized to be issued is Twenty Five Million (25,000,000). Upon the
amendment of this article, each outstanding share of Common Stock is
split into 1.25 shares.
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 and 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 any series
subsequent to the issue of shares of that series.
Date of amendments: filed and certified by Secretary of State on
February 8, 1999.
29
The articles of incorporation of Central Coast Bancorp shall be
amended by adding thereto a new Article VII which shall read as set
forth below:
VII
(a) The number of directors which shall constitute the whole board of
directors of this corporation shall be specified in
the bylaws of the corporation.
(b) In the event that the authorized number of directors shall be
fixed at nine (9) or more, the board of directors
shall be divided into three classes: Class I, Class
II and Class III, each consisting of a number of
directors equal as nearly as practicable to one-third
the total number of directors. Directors in Class I
shall initially serve for a term expiring at the 2002
annual meeting of shareholders, directors in Class II
shall initially serve for a term expiring at the 2003
annual meeting of shareholders, and directors in Class
III shall initially serve for a term expiring at the
2004 annual meeting of shareholders. Thereafter, each
director shall serve for a term ending at the third
annual shareholders meeting following the annual
meeting at which such director was elected. In the
event that the authorized number of directors shall be
fixed with at least six (6) but less than nine (9),
the board of directors shall be divided into two
classes, designated Class I and Class II, each
consisting of one-half of the directors or as close an
approximation as possible. At each annual meeting,
each of the successors to the directors of the class
whose term shall have expired at such annual meeting
shall be elected for a term running until the second
annual meeting next succeeding his or her election and
until his or her successor shall have been duly
elected and qualified. The foregoing notwithstanding,
each director shall serve until his or her successor
shall have been duly elected and qualified, unless he
or she shall resign, die, become disqualified or
disabled, or shall otherwise be removed.
(c) At each annual election, the directors chosen to succeed those
whose terms then expire shall be identified as being
of the same class as the directors they succeed,
unless, by reason of any intervening changes in the
authorized number of directors, the board of directors
shall designate one or more directorships whose term
then expires as directorships of another class in
order more nearly to achieve equality in the number of
directors among the classes. When the board of
directors fills a vacancy resulting from the
resignation, death, disqualification or removal of a
director, the director chosen to fill that vacancy
shall be of the same class as the director he or she
succeeds, unless, by reason of any previous changes in
the authorized number of directors, the board of
directors shall designate the vacant directorship as a
directorship of another class in order more nearly to
achieve equality in the number of directors among the
classes.
(d) Notwithstanding the rule that the classes shall be as nearly
equal in number of directors as possible, in the event
of any change in the authorized number of directors,
each director then continuing to serve as such will
nevertheless continue as a director of the class of
which he or she is a member, until the expiration of
his current term or his or her earlier resignation,
death, disqualification or removal. If any newly
created directorship or vacancy on the board of
directors, consistent with the rule that the three
classes shall be as nearly equal in number of
directors as possible, may be allocated to one or two
or more classes, the board of directors shall allocate
it to that of the available class whose term of office
is due to expire at the earliest date following such
allocation.
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The articles of incorporation of Central Coast Bancorp shall be
amended by adding thereto a new Article VIII which shall read as set
forth below:
VIII
No holder of any class of stock of the corporation shall be entitled to
cumulative voting in connection with any election of directors of
the corporation.
Date of amendments: filed and certified by Secretary of State on
June 28, 2001
I, Linda Higley, Assistant Corporate Secretary, hereby confirm that all
of the foregoing amendments as of the dates certified are full and complete
copies of the articles as amended certified by the California Secretary of
State as of the dates set forth.
/s/ LINDA HIGLEY
------------------
Linda Higley
(Assistant Corporate Secretary)
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