EXHIBIT 99.1
ARTICLES OF INCORPORATION
OF
CAPITOL BANK OF COMMERCE
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily associated ourselves
together for the purpose of forming a corporation under the laws of the State of
California, and we do hereby certify:
ARTICLE I
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NAME
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That the name of the corporation is: CAPITOL BANK OF COMMERCE.
ARTICLE II
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PURPOSES
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The purposes for which this corporation is formed are:
A. The specific business in which the corporation is primarily to engage
is the business of banking.
B. Commercial Bank. To engage in, conduct and transact the business of a
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commercial bank as defined and provided for in the Banking Law of the State of
California, and to assume all the duties and to have, exercise, enjoy and
possess all the functions, rights, powers, franchises and privileges which a
commercial bank may now or hereafter be authorized or empowered
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by the Banking Law or any other law of the State of California to assume, have,
exercise, enjoy or possess.
C. Safe Deposit Department. To engage in and conduct a safe deposit
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department, and in the conducting of such safe deposit department to store and
hold for others securities and other personal property and to maintain vaults,
safes and receptacles for the storage, safe depositing and safe keeping of
securities and other personal property, and to rent and hire such safes and
receptacles to others upon such terms and conditions as the corporation may deem
advisable.
D. Branches. To establish, maintain and conduct branches as and in the
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manner authorized by law or as or in any manner that may be authorized or
permitted by law hereafter.
E. General. And generally to do any and all acts and things that a
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commercial bank organized under the laws of the State of California may lawfully
do.
ARTICLE III
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PRINCIPAL OFFICE
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The County in the State of California where the principal office for the
transaction of business of this corporation is to be located in the County of
Sacramento.
ARTICLE IV
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CAPITAL
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That the total number of shares of this corporation shall be 600,000 shares
of common stock of $6.25 par value per share
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for an aggregate value of $3,750,000; that all of said shares shall be common
stock and shall have full voting rights, one vote to each such share, and that
from time to time the common stock may be increased, according to law, and may
be issued in such amounts and proportions as shall be determined by the Board of
Directors, and as may be permitted by law.
The common stock of this corporation shall be subject to assessment by the
Board of Directors upon order of the Superintendent of Banks of the State of
California for the purpose of restoring an impairment or reduction of capital in
the manner provided by the Banking Law of the State of California.
ARTICLE V
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DIRECTORS
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That the number of directors of said corporation shall be eleven (11), and
that the names and addresses of the persons who are appointed to act as the
First Directors of this corporation are as follows:
NAME ADDRESS
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CARLTON Z. ADAMS 1712 Woodacre Court
Carmichael, CA 95608
CARROLL E. BROCK 7739 Bloom Way
Citrus Heights, CA 95610
CHARLES C. CHATFIELD 9000 Oak Avenue
Orangevale, CA 95662
WILLIAM H. COLLARD 75 Breckenwood Way
Sacramento, CA 95825
MORTON L. FRIEDMAN 1620 McLaren Drive
Carmichael, CA 95608
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JOHN E. KIPP, JR. 363 Mt. View Drive
Folsom, CA 95630
EDWARD L. LAMMERDING 2308 West LaLoma Drive
Rancho Cordova, CA 95670
FRANK C. RAMOS 1501 Acorn Court
West Sacramento, CA 95691
TOM TAKEHARA 4250 Guildford Court
Sacramento, CA 95825
FOREST L. TAYLOR 2301 West LaLoma Drive
Rancho Cordova, CA 95670
HOWARD M. TURNER 2768 13th Street
Sacramento, CA 95818
That the number of directors may be changed by a By-Law duly adopted by the
shareholders, specifying the number of directors.
IN WITNESS WHEREOF, we, as incorporators, and named hereinabove as
directors, have hereunto set our hands and seals as such incorporators and
directors in the County of Sacramento, State of California, this 22nd day of
December, 1975.
/s/ Carlton Z. Adams
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Carlton Z. Adams
/s/ Carroll E. Brock
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Carroll E. Brock
/s/ Charles C. Chatfield
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Charles C. Chatfield
/s/ William H. Collard
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William H. Collard
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/s/ Morton L. Friedman
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Morton L. Friedman
/s/ John E. Kipp, Jr.
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John E. Kipp, Jr.
/s/ Edward L. Lammerding
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Edward L. Lammerding
/s/ Frank C. Ramos
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Frank C. Ramos
/s/ Tom Takehara
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Tom Takehara
/s/ Forest L. Taylor
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Forest L. Taylor
/s/ Howard M. Turner
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Howard M. Turner
STATE OF CALIFORNIA
COUNTY OF SACRAMENTO
On this 22nd day of December 1975, before me, the undersigned, a Notary
Public in and for the State of California, residing therein, duly commissioned
and sworn, personally appeared CARLTON Z. ADAMS, CARROLL E. BROCK, CHARLES C.
CHATFIELD, WILLIAM H. COLLARD, MORTON L. FRIEDMAN, JOHN E. KIPP, JR., EDWARD L.
LAMMERDING, FRANK C. RAMOS, TOM TAKEHARA, FOREST L. TAYLOR, and HOWARD M.
TURNER, known to me to be the
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persons whose names are subscribed to the foregoing ARTICLES OF INCORPORATION,
as incorporators, who are also named therein as Directors, and they duly
acknowledge to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal at
Sacramento, California, the day and year first above written.
/s/ Catherine E. LaShells
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[NOTARIAL SEAL]
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