EXHIBIT 99.3
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CAPITOL BANK OF COMMERCE
EDWARD L. LAMMERDING and PENNY TYLER certify:
That they are the President and Secretary, respectively, of CAPITOL BANK OF
COMMERCE, a California corporation.
That at a meeting of the Board of Directors of the corporation duly held at
525 Downtown Plaza, Sacramento, on January 19, 1977, the following resolution
was adopted:
WHEREAS, the authorized number of shares of this corporation is
600,000, of which 400,000 shares are presently issued and outstanding; and
WHEREAS, the present par value of the common stock of this corporation
is $6.25 per share; and
WHEREAS, it is deemed to be in the best interests of this corporation
and its shareholders that Article IV of the Articles of Incorporation be
amended to increase the authorized number of shares to 2,000,000, to reduce
the par value of such common stock to $3.125 per share, and to split each
of the issued and outstanding shares of common stock into two shares of
common stock;
NOW, THEREFORE, BE IT RESOLVED, that Article IV of the Articles of
Incorporation, which reads as follows:
That the total number of shares of this corporation shall be 600,000
shares of common stock of $6.25 par value per share 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.
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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.
shall be and is hereby amended as follows:
That the total number of shares of this corporation shall be 2,000,000
shares of common stock of $3.125 par value per share for an aggregate
value of $6,250,000; 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 purposes of restoring an impairment or
reduction of capital in the manner provided by the Banking Law of the
State of California. Upon the amendment of this Article IV to read as
hereinabove set forth, each outstanding share of a par value of $6.25
is split up and converted into two shares of a par value of $3.125
each.
RESOLVED FURTHER, that the aforesaid amendments and stock split are
subject to and shall only become effective on:
1. Obtaining shareholders approval;
2. Obtaining the necessary and proper authorization pursuant to
application filed with the Superintendent of Banks of the State of
California;
3. Filing with the Secretary of State of California the necessary
certificate of amendment of the Articles of Incorporation of this
corporation and filing a copy certified by the Secretary of State with the
county clerk as required by law.
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RESOLVED FURTHER, that each of the officers of this corporation is
authorized and directed to take such further actions and to execute and
deliver such further documents as shall be necessary to affect said stock
split, said qualification, and said amendment to the Articles of
Incorporation.
That the shareholders have adopted said amendment by a resolution at a
meeting held at Sacramento, California, on April 27, 1977; and that the wording
of the amended articles, as set forth in the shareholders' resolution, is the
same as that set forth above.
That the number of shares which voted affirmatively for the adoption of
said resolution is 331,680, and that the total number of shares entitled to vote
on said amendment is 400,000.
Dated: May 9th, 1977
/s/ Edward L. Lammerding
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Edward L. Lammerding, President
/s/ Penny Tyler
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Penny Tyler, Secretary
VERIFICATION
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Each of the undersigned declares under penalty of perjury that the matters
set forth in the foregoing certificate are of his/her own knowledge are true and
correct.
Executed at Sacramento, California, on May 9th, 1977.
/s/ Edward L. Lammerding
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Edward L. Lammerding
/s/ Penny Tyler
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Penny Tyler
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