EXHIBIT 3.1
Articles of Incorporation,
As Amended
1
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.
Certified by California Secretary of State on February 24,
1994
2
Article I of Central Coast Bancorp's Articles of
Incorporation shall be amended in its entirety as follows:
The name of the corporation is Central Coast Bancorp.
Certified by California Secretary of State on December 28,
1994
3
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.
Certified by California Secretary of State on April 14,
1997
4
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.
Certified by California Secretary of State on February 8,
1999.
5
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.
6
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.
Certified by California Secretary of State on June 28,
2001.
7
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 Thirty-One Million Two Hundred Fifty Thousand
(31,250,000). 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.
Certified by California Secretary of State on February 14,
2002.
8