Exhibit 3.1
ARTICLES OF INCORPORATION
OF
SAN MATEO COUNTY BANCORP
ONE: NAME.
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The name of the corporation is San Mateo County Bancorp.
TWO: PURPOSE.
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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 Corporation Code.
THREE: AGENT FOR SERVICE OF PROCESS.
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The name and address of the corporation's initial agent for
service of process is: Fred R. Brinkop, 500 Allerton Street, Redwood
City, CA 94063.
FOUR: AUTHORIZED STOCK.
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(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
4,000,000 and the number of shares of Common Stock authorized to be
issued is 6,000,000.
(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 any series subsequent
to the issue of shares of that series.
IN WITNESS WHEREOF, for the purpose of forming this corporation under
the laws of the State of California, the undersigned, constituting the sole
incorporator of this corporation, has executed these Articles of Incorporation.
/s/ Fred R. Brinkop
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Fred R. Brinkop
Sole Incorporator
The undersigned declares under penalty or perjury that h is the person
who executed these Articles of Incorporation and that this instrument is the act
and dead of the undersigned.
Executed this 7 day of Nov, 1984, at San Francisco, California.
/s/ Fred R. Brinkop
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Fred R. Brinkop
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
SAN MATEO COUNTY BANCORP
Leo D. Taylor and Douglas S. McGlashan hereby certify that:
1. They are the President and Secretary, respectively, of SAN MATEO COUNTY
BANCORP, a California corporation.
2. The Articles of Incorporation of this corporation are amended to add
the following Article Five:
"FIVE: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS.
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(a) Limitation of Directors' Liability. The liability of the directors
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of the corporation for monetary damages shall be eliminated to the fullest
extent permissible under California law.
(b) Indemnification of Corporate Agents. The corporation is authorized
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to provide indemnification of its agents (as defined in Section 317 of the
California General Corporation Law) for breach of their 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 such
Section 317, subject to the limits on such excess indemnification set forth in
Section 204 of the California General Corporation Law.
(c) Repeal or Modification. Any repeal or modification of the
----------------------
foregoing provisions of this Article V shall not adversely affect any right of
indemnification or limitation of liability of an agent of the corporation
relating to acts or omissions occurring prior to such repeal or modification."
1.
3. The foregoing Certificate of Amendment of Articles of Incorporation
has been duly approved by the Board of Directors.
4. The foregoing Certificate of Amendment of Articles of Incorporation
has been duly approved by the required vote of shareholders in accordance with
Section 902 of the California General Corporation Law. The total number of
outstanding shares of capital stock of the corporation is 347,675 shares of
Common Stock. The number of shares voting in favor of the Certificate of
Amendment of Articles of Incorporation equaled or exceeded the vote required.
The percentage vote required was more than 50% of the outstanding Common Stock.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate of Amendment of
Articles of Incorporation are true of our own knowledge.
Executed at San Mateo, California this 21st day of June, 1988.
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/s/ Leo D. Taylor
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Leo D. Taylor, President
/s/ Douglas S. McGlashan
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Douglas S. McGlashan, Secretary
2.
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Owen D. Conley and Robert M. Lubin certify that:
1. They are the Chairman of the Board and Secretary, respectively, of San Mateo
County Bancorp, a California corporation.
2. Article One of the articles of incorporation of this corporation is amended
to read as follows:
"The name of this corporation shall be Mid-Peninsula Bancorp."
3. The foregoing amendment of articles of incorporation has been duly approved
by the board of directors.
4. The foregoing amendment of articles of incorporation has been duly approved
by the required vote of shareholders in accordance with Section 902 of the
Corporations Code. The total number of outstanding shares of common stock of
the corporation is 465,369. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote
required was more than 50%. There are no shares of preferred stock
outstanding.
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: October 3, 1994
/s/ OWEN D. CONLEY
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Owen D. Conley
Chairman of the Board
/s/ ROBERT M. LUBIN
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Robert M. Lubin
Secretary
MERGER AGREEMENT
THIS MERGER AGREEMENT (the "Merger Agreement") is made and entered into as
of November 15, 1996, by and between MID-PENINSULA BANCORP, a California
corporation ("Mid-Peninsula"), and CUPERTINO NATIONAL BANCORP, a California
corporation ("Cupertino").
RECITALS
A. Mid-Peninsula is a corporation duly organized, validly existing and
doing business in good standing under the laws of the State of California with
authorized capital stock of six million (6,000,000) shares of no par value
common stock of which, on the date hereof, there are One Million, Six Hundred
Thirty-Seven Thousand, Five Hundred Ninety-Three (1,637,593) shares issued and
outstanding (individually, a "Mid-Peninsula Share" and together the "Mid-
Peninsula Shares") and four million (4,000,000) shares of preferred stock of
which, on the date hereof, there are no shares issued and outstanding.
B. Cupertino is a corporation duly organized, validly existing and doing
business in good standing under the laws of the State of California with
authorized capital stock of six million (6,000,000) shares of no par value
common stock of which, on the date hereof, there are One Million Nine Hundred
Five Thousand, Nine Hundred Fifty-Eight (1,905,958) shares issued and
outstanding (individually a "Cupertino Share" and together the "Cupertino
Shares") and 4,000,000 shares of preferred stock of which, on the date hereof,
there are no shares issued and outstanding.
C. Mid-Peninsula and Cupertino have entered into a Second Amended
Agreement and Plan of Reorganization and Merger, dated August 20, 1996 (the
"Agreement"), which contemplates the merger of Cupertino with and into Mid-
Peninsula (the "Merger") upon and in accordance with the terms and conditions
set forth in the Agreement and this Merger Agreement.
D. The respective Boards of Directors of Mid-Peninsula and Cupertino deem
it desirable and in the best interests of Mid-Peninsula and Cupertino and their
respective shareholders that Cupertino be merged with and into Mid-Peninsula as
provided in the Agreement and this Merger Agreement pursuant to the laws of the
State of California and that Mid-Peninsula change its name to Greater Bay
Bancorp ("Bancorp") which shall be the surviving corporation ("Surviving
Corporation").
E. The respective Boards of Directors of Mid-Peninsula and Cupertino have
adopted resolutions approving this Merger Agreement and the Agreement and have
recommended that the Merger be approved by the shareholders of their respective
corporations.
F. The respective shareholders of each of Mid-Peninsula and Cupertino, at
meetings duly held, have duly approved and adopted this Merger Agreement, the
Agreement and approved the Merger.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth and for the purpose of prescribing
the terms and conditions of the Merger, the parties hereto agree as follows:
ARTICLE I
THE MERGER
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1.1 Effect of Merger. At the Effective Time of the Merger (as defined in
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Article VII hereof), Cupertino shall be merged with and into Mid-Peninsula,
Mid-Peninsula shall change its name to Greater Bay Bancorp, which shall
thereupon be the Surviving Corporation, and the separate corporate existence of
Cupertino shall cease.
1.2 Rights and Duties of Surviving Corporation. At and after the Effective
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Time of the Merger, all rights, privileges, powers and franchises and all
property and assets of every kind and description of Cupertino shall be vested
in and be held and enjoyed by Bancorp as the Surviving Corporation, without
further act or deed; all the estates and interests of every kind of Cupertino,
including all debts due to it, shall be as effectively the property of Bancorp
as the Surviving Corporation as they were of Cupertino; the title to any real
estate vested by deed or otherwise in Cupertino shall not revert or be in any
way impaired by reason of the Merger; and Bancorp shall be deemed to be the same
entity as each of Cupertino and Mid-Peninsula and shall be subject to all of
their duties and liabilities of every kind and description. All rights of
creditors and liens upon any property of Mid-Peninsula or Cupertino shall be
preserved unimpaired and all debts, liabilities and duties of Mid-Peninsula or
Cupertino shall be the debts, liabilities and duties of Bancorp as the Surviving
Corporation and may be enforced against it to the same extent as if such debts,
liabilities and duties had been incurred or contracted by it.
ARTICLE II
CONVERSION OF SHARES
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2.1 Conversion of Shares. In and by virtue of the Merger and at the
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Effective Time of the Merger, pursuant to this Merger Agreement, each
Mid-Peninsula Share and each Cupertino Share issued and outstanding immediately
prior to the Effective time of the Merger shall, at the Effective Time of the
Merger, be converted.
a. Effect on Mid-Peninsula Shares. At the Effective Time of the
------------------------------
Merger, each Mid-Peninsula Share issued and outstanding immediately prior to the
Effective Time of the Merger shall, on and after the Effective Time of the
Merger, remain issued and outstanding and shall automatically and for all
purposes be deemed to represent one share of the common stock, without par
value, of Bancorp as the Surviving Corporation ("Bancorp Shares").
b. Conversion of Cupertino Shares. At the Effective Time of the
------------------------------
Merger, each Cupertino Share outstanding immediately prior to the Effective Time
of the Merger shall, by virtue of the Merger and without any action on the part
of the holder thereof, be exchanged for
2
and converted into .81522 (the "Conversion Ratio") of a Bancorp Share. From and
after the Effective Time of the Merger, each holder of Cupertino Shares
immediately prior to the Effective Time of the Merger (other than holders of
Dissenting Shares, as defined below) shall have the right to receive, upon
surrender of the certificates theretofore representing such Cupertino Shares,
one or more certificates representing shares of Bancorp Shares equal to the
number of Cupertino Shares represented by each surrendered certificate
multiplied by the Conversion Ratio.
2.2 Fractional Shares. No fractional Bancorp Shares shall be issued in the
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Merger. In lieu thereof, each record holder of Cupertino Shares who would
otherwise be entitled to receive a fractional Bancorp Share shall receive,
subject to prior surrender of certificates representing Cupertino Shares, an
amount in cash equal to the product (calculated to the nearest hundredth)
obtained by multiplying the average of the bid and asked prices quoted by each
brokerage firm acting as a market maker of Mid-Peninsula Shares for a Mid-
Peninsula Share for each of the twenty (20) consecutive trading days up to and
including the last business day of the calendar month end immediately prior to
the Closing Date (as defined in the Agreement), by the fraction of a Bancorp
Share to which such holder would otherwise be entitled. No such holder shall be
entitled to dividends, voting rights, interest, or any other rights in respect
of any such fractional share.
2.3 Exchange Procedures.
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a. At and after the Effective Time of the Merger, Mid-Peninsula will
deliver or cause to be delivered to U.S. Stock Transfer Corporation, which shall
serve as exchange agent (the "Exchange Agent"), such number of blank
certificates representing Bancorp Shares sufficient to issue the number of
Bancorp Shares issuable in the Merger and an amount of cash sufficient for
payment of any fractional shares.
b. As soon as practicable after the Effective Time of the Merger, the
Exchange Agent will send written notice of exchange procedures to each record
holder of certificates representing Cupertino Shares converted pursuant to
Section 2.1(b) of this Merger Agreement.
c. Upon surrender for cancellation to the Exchange Agent of one or
more certificates evidencing Cupertino Shares ("Cupertino Certificates"),
accompanied by a duly executed letter of transmittal in proper form, the
Exchange Agent shall promptly deliver to each holder of such surrendered
Cupertino Certificates one or more new certificates representing the appropriate
number of Bancorp Shares ("Bancorp Certificates") to which such holder is
entitled, together with one or more checks for payment of cash in lieu of
fractional interests to be issued in respect of the Cupertino Shares so
surrendered.
d. Until Cupertino Certificates have been surrendered and exchanged
for Bancorp Certificates as herein provided, each outstanding Cupertino
Certificate shall represent, on and after the Effective Time of the Merger, the
right to receive the number of Bancorp Shares into which the number of Cupertino
Shares shown thereon have been converted. No dividends or other distributions of
any kind which are declared payable to holders of record of the Bancorp
3
Shares after the Effective Time of the Merger will be paid to persons otherwise
entitled to receive the same until such persons have surrendered their Cupertino
Certificates in exchange for Bancorp Certificates in the Manner herein provided,
but upon such surrender, such dividends or other distributions, from and after
the Effective Time of the Merger, will be paid to such persons in accordance
with the terms of such Bancorp Shares. In no event shall the persons entitled to
receive such dividends or other distributions be entitled to receive interest on
such dividends or other distributions.
e. No. transfer taxes shall be payable by any holder of Cupertino
Shares in respect of the issuance of Bancorp Certificates for Bancorp Shares,
except that if any Bancorp Certificate for Bancorp Shares is to be issued in a
name other than that in which the Cupertino Certificate surrendered shall be
been registered, it shall be a condition of such issuance that the person
requesting such issuance shall properly endorse the certificate or certificates
and shall pay to Bancorp any transfer taxes payable by reason thereof, or of any
prior transfer of such surrendered certificate, or establish to the satisfaction
of Bancorp that such taxes have been paid or are not payable.
f. Any Bancorp Shares delivered to the Exchange Agent and not issued
pursuant hereto at the end of one (1) year from the Effective Time of the Merger
shall be returned to Bancorp, in which event the persons, if any, entitled
thereto shall look only to Bancorp for payment thereof.
g. Notwithstanding anything to the contrary set forth herein, if any
holder of Cupertino Shares shall be unable to surrender his or her Cupertino
Certificates because such certificates have been lost or destroyed, such holder
may deliver in lieu thereof an indemnity bond in form and substance and with
surety satisfactory to Bancorp.
h. The Exchange Agent shall not be entitled to vote or exercise any
rights of ownership with respect to the Bancorp Shares held by it from time to
time hereunder, except that it shall receive and hold all dividends or other
distributions paid or distributed with respect to such Bancorp Shares for the
account of the persons entitled thereto. All dividends or distributions, and any
cash to be paid in lieu of fractional shares, if held by the Exchange Agent for
payment or delivery to the holders of unsurrendered certificates representing
Cupertino Shares and unclaimed at the end of one (1) year from the Effective
Time of the Merger, shall (together with any interest earned thereon) at such
time be paid or redelivered by the Exchange Agent to Bancorp, and after such
time any holder of certificate representing Cupertino Shares who has not
surrendered such certificate to the Exchange Agent shall, subject to applicable
law, look as a general creditor only to Bancorp for payment or delivery of such
dividends or distributions or cash, as the case may be.
2.4 Dissenting Shareholders. Notwithstanding the provisions of this
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Article II to the contrary, any Cupertino Shares held by persons who have
satisfied the requirements of Chapter 13 of the California General Corporation
Law (the "GCL") and who have not effectively withdrawn or lost their dissenters'
rights under Chapter 13 (such shares being referred to as "Dissenting Shares"),
shall not be converted pursuant to this Merger Agreement, but the holders
4
thereof shall be entitled only to such rights as are afforded them by Chapter 13
of the GCL. Each dissenting shareholder who is entitled to payment for his or
her Cupertino Shares pursuant to Chapter 13 of the GCL shall receive payment in
an amount determined pursuant to Chapter 13 of the GCL.
ARTICLE III
ARTICLES OF INCORPORATION
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At the Effective Time of the Merger, the Articles of Incorporation of
Mid-Peninsula, as in effect immediately prior to the Effective Time of the
Merger, shall be amended (a) to change its name to Greater Bay Bancorp, (b) to
establish a super-majority vote requirement of the Board of Directors equal to a
two-thirds vote on certain matters, and (c) to limit the liability of the
directors and provide expanded indemnification rights of agents of the
Surviving Corporation to the maximum extent permitted by law, as set forth in
Exhibit I attached hereto and incorporated herein by this reference, and, as so
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amended, shall hereto and incorporated herein by this reference, and, as
amended, shall be the Articles of Incorporation of Bancorp as the Surviving
Corporation from and after the Effective Time of the Merger until amended in
accordance with its provisions and as provided by law.
ARTICLE IV
BYLAWS
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At the Effective Time of the Merger, the Bylaws of Mid-Peninsula as in
effect immediately prior to the Effective time of the Merger shall be amended
(a) to provide for a range in the number of authorized directors of not less
than seven (7) and not more than thirteen (13), with the exact number of
directors fixed at ten (10); and (b) to require a two-thirds (2/3rds vote of the
Board of Directors of Bancorp to approve certain matters affecting Bancorp,
including (i) a merger, sale of control or sale of material assets of Bancorp,
(ii) acquisitions by Bancorp, (iii) creation of new business units of Bancorp or
its subsidiaries, (iv) material changes in operating budgets of Bancorp or its
subsidiaries, (v) material changes in the business organization or
organizational structure of Bancorp or its subsidiaries, (vi) termination of any
executive officer or senior officer appointed to the Executive Management
Committee of Bancorp, and (vii) any change in the authorized range of directors;
and, as so amended, the Bylaws of Mid-Peninsula shall, at and after the
Effective Time of the Merger, be the Bylaws of Bancorp as the Surviving
Corporation until further amended as provided by law.
ARTICLE V
DIRECTORS
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At the Effective Time of the Merger, the Board of Directors of Bancorp as
the Surviving Corporation shall consist of five (5) members appointed by the
Board of Directors of Mid-Peninsula and five (5) members appointed by the Board
of Directors of Cupertino, in each case as designated in the Agreement. Such
persons shall serve as the Directors of the Surviving Corporation until such
time as their successors have been duly elected and qualified.
5
ARTICLE VI
FURTHER ACTION
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The parties shall deliver, or cause to be delivered, such documents or
certificates as may be necessary, in the reasonable opinion of counsel for any
of the parties, to effectuate the transactions set forth in this Merger
Agreement. If, at any time after the Effective Time of the Merger, Bancorp as
the Surviving Corporation or its successors or assigns shall determine that any
further conveyance, assignment or other documents or any further action is
necessary or desirable to further effectuate the transactions set forth herein
or contemplated hereby, the officers and directors of the parties hereto shall
execute and deliver, or cause to be executed and delivered, all such documents
as may be reasonably required to effectuate such transactions.
ARTICLE VII
EFFECTIVE TIME OF THE MERGER
----------------------------
The Merger will become effective upon the filing, in accordance with
Section 1103 of the GCL, of an executed copy of this Merger Agreement and all
other requisite accompanying certificates in the office of the California
Secretary of State. The date and time of such filing with the California
Secretary of State is referred to herein as the "Effective Time of the Merger."
ARTICLE VIII
CONDITIONS TO MERGER
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The filing of this Merger Agreement with the California Secretary of State
as provided in Article VII above is conditioned upon the fulfillment, prior to
such filing, of all the conditions to the Merger set forth in the Agreement.
ARTICLE IX
TERMINATION
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This Merger Agreement may, by the mutual consent and action of the Boards
of Directors of Mid-Peninsula and Cupertino, be abandoned at any time before or
after approval thereof by the shareholders of Mid-Peninsula and Cupertino, but
not later than the filing of this Merger Agreement with the California Secretary
of State pursuant to Section 1103 of the GCI. This Merger Agreement shall
automatically be terminated and of no further force and effect if, prior to the
filing of an executed copy hereof with the California Secretary of State as
provided in Article VII hereof, the Agreement is terminated in accordance with
the terms thereof.
ARTICLE X
GENERAL PROVISIONS
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10.1 Successors and Assigns. This Merger Agreement shall be binding upon
and enforceable by the parties hereto and their respective successors, assigns
and transferees, but this Merger Agreement may not be assigned by any party
without the written consent of the other parties.
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10.2 Governing Law. This Merger Agreement has been executed in the State
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of California, and the laws of the State of California shall govern the validity
and interpretation hereof and the performance by the parties hereto.
10.3 Amendments. This Agreement, when duly executed and delivered, may
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be modified or amended by action of the Board of Directors of Mid-Peninsula and
Cupertino to the extent permitted by law without action by their respective
shareholders. This Merger Agreement may be modified or amended only by an
instrument of equal formality signed by the parties or their duly authorized
agents.
10.4 Entire Agreement. This Merger Agreement and the Agreement,
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together with all exhibits hereto and thereto and all documents referenced
herein and therein, constitute the entire agreement of Mid-Peninsula and
Cupertino, and supersede any prior written or oral negotiations, discussions,
understandings and agreements between them, concerning the subject matter
contained herein and therein.
10.5 Counterparts. This Merger Agreement may be executed in any number of
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counterparts, each of which shall be deemed to be an original instrument, but
all of which together shall constitute but one and the same agreement.
IN WITNESS WHEREOF, Mid-Peninsula and Cupertino, pursuant to the approval
and authority duly given by resolution of their respective Boards of Directors,
have caused this Merger Agreement to be signed by their respective Presidents
and Secretaries on the day and year first above written.
CUPERTINO NATIONAL BANCORP, MID-PENINSULA BANCORP,
a California corporation a California corporation
By /s/ C. Donald Allen By /s/ David L. Kalkbrenner
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C. Donald Allen, President David L. Kalkbrenner, President
and Chief Executive Officer and Chief Executive Officer
By /s/ Steven C. Smith By /s/ Warren R. Thoits
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Steven C. Smith, Secretary Warren R. Thoits, Secretary
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EXHIBIT 1
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AMENDMENT TO ARTICLES OF INCORPORATION
OF
MID-PENINSULA BANCORP
1. Article One of the Articles of Incorporation is amended to read as
follows:
"ONE: NAME.
---
The name of the corporation is Greater Bay Bancorp."
2. Article Five of the Articles of Incorporation is amended to read as
follows:
"FIVE DIRECTOR LIABILITY; INDEMNIFICATION OF AGENTS.
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(a) The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
(b) The indemnification of an agent [as defined in California
Corporations Code section 317(a)] of this corporation, whether by bylaws,
agreement or otherwise, for breach of duty to this corporation and its
stockholders, may, to the extent not prohibited under California Corporations
Code sections 317 and 204(a) , exceed the indemnification otherwise
permitted by section 317 of the Corporations Code."
3. The following Article Six is added to the Articles of Incorporation:
"SIX: SUPER-MAJORITY VOTING BY DIRECTORS.
---
The vote of not less than two-thirds of all members of the
board of directors shall be required to approve any of the following types of
matters affecting the corporation.
(a) Any merger, sale of control or sale of material assets of the
corporation.
(b) Any material acquisition by the corporation.
(c) The creation of any new business unit of the corporation or any
subsidiary of the corporation.
(d) Any operating budget, or any material change therein, of the
corporation or any subsidiary of the corporation.
(e) Any material change in the business organization or
organizational structure of the corporation or any subsidiary of the
corporation.
(f) Termination of the employment of any executive or senior officer
appointed to the Executive Management Committee of the corporation.
(g) Any change in the authorized range of the number of directors of
the corporation."
Certificate of Officers
Pursuant to Section 1103 of the
California Corporations Code
Mid-Peninsula Bancorp
David L. Kalkbrenner and Carol H. Rowland certify that:
1. They are the duly elected and acting Chief Executive Officer and Chief
Financial Officer, respectively, of Mid-Peninsula Bancorp.
2. This certificate is attached to the Merger Agreement dated as of
November 15, 1996, providing for the merger of Mid-Peninsula Bancorp and
Cupertino National Bancorp, with Mid-Peninsula Bancorp being the surviving
corporation of the merger and changing its name to Greater Bay Bancorp.
3. The Merger Agreement in the form attached has been approved by the
Board of Directors of the Corporation.
4. The principal terms of the Merger Agreement in the form attached were
approved by the corporation by the vote of a number of shares of each class
entitled to vote on the merger which equaled or exceeded the vote required, such
classes, the total number of outstanding shares of each class entitled to vote
on the merger and the percentage vote required of each class being as follows:
Name of Class Shares Outstanding Vote Required
- ------------- ------------------ -------------
Common Stock 1,637,593 Majority of shares outstanding
IN WITNESS WHEREOF, the undersigned have executed this certificate on
November 15, 1996.
/s/ DAVID L. KALKBRENNER /s/ CAROL H. ROWLAND
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David L. Kalkbrenner Carol H. Rowland
Chief Executive Officer Chief Financial Officer
The undersigned, Chief Executive Officer and Chief Financial Officer,
respectively, of Mid-Peninsula Bancorp, a California corporation, each declares
under penalty of perjury that the matters set out in the foregoing Certificate
are true of his or her own knowledge.
Executed at Palo Alto, California on November 15, 1996.
/s/ DAVID L. KALKBRENNER /s/ CAROL H. ROWLAND
-------------------------- --------------------------
David L. Kalkbrenner Carol H. Rowland
Chief Executive Officer Chief Financial Officer
Certificate of Officers
Pursuant to Section 1103 of the
California Corporations Code
Cupertino National Bancorp
C. Donald Allen and Heidi R. Wulfe certify that:
1. They are the duly elected and acting Chief Executive Officer and Chief
Financial Officer, respectively, of Cupertino National Bancorp.
2. This certificate is attached to the Merger Agreement dated as of
November 15, 1996, providing for the merger of Cupertino National Bancorp with
and into Mid-Peninsula Bancorp, with Mid-Peninsula Bancorp being the surviving
corporation of the merger and changing its name to Greater Bay Bancorp.
3. The Merger Agreement in the form attached has been approved by the
Board of Directors of the corporation.
4. The principal terms of the Merger Agreement in the form attached were
approved by the corporation by the vote of a number of shares of each class
entitled to vote on the merger which equaled or exceeded the vote required, such
classes, the total number of outstanding shares of each class entitled to vote
on the merger and the percentage vote required of each class being as follows:
Name of class Shares Outstanding Vote Required
- ------------- ------------------ -------------
Common Stock 1,905,958 Majority of shares outstanding
IN WITNESS WHEREOF, the undersigned have executed this certificate on
November 15, 1996.
/s/ C. Donald Allen /s/ Heidi R. Wulfe
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C. Donald Allen Heidi R. Wulfe
Chief Executive Officer Chief Executive Officer
The undersigned, Chief Executive Officer and Chief Executive Officer,
respectively, of Cupertino National Bancorp, a California corporation, each
declares under penalty of perjury that the matters set out in the foregoing
Certificate are true of his or her own knowledge.
Executed at Cupertino, California on November 15, 1996.
/s/ C. Donald Allen /s/ Heidi R. Wulfe
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C. Donald Allen Heidi R. Wulfe
Chief Executive Officer Chief Executive Officer
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
David L. Kalkbrenner and Steven C. Smith verify that:
1. They are the President and Chief Executive Officer and the Assistant
Secretary, respectively, of GREATER BAY BANCORP, a California corporation.
2. The Articles of Incorporation of this corporation are amended by adding
thereto a new Article SEVEN to read as follows:
"SEVEN. ELIMINATION OF CUMULATIVE VOTING.
No holder of any class of stock of the corporation shall be entitled to
cumulate votes at any election of directors of the corporation."
3. The foregoing amendment of Articles of Incorporation has been duly approved
by the Board of Directors.
4. The foregoing amendment of Articles of Incorporation has been duly approved
by the required vote of shareholders in accordance with Section 902 of the
Corporations Code. The total number of outstanding shares of the
corporation entitled to vote with respect to the amendment is 3,300,827.
The number of shares voting in favor of the amendment equaled or exceeded
the vote required. The percentage vote required was more than 50%.
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
to our own knowledge.
DATE: May 9, 1997
/s/ David L. Kalkbrenner
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David L. Kalkbrenner, President and
Chief Executive Officer
/s/ Steven C. Smith
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Steven C. Smith, Assistant Secretary