EXHIBIT 99.4
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
324 Capitol Mall, Sacramento, on February 15, 1978, the following resolution was
adopted:
WHEREAS, the authorized number of shares of this corporation is
2,000,000, of which 801,600 shares are presently issued and outstanding;
WHEREAS, the present par value of the common stock of this corporation
is $3.125 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 reduce the par value of the common stock to $1.5625 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 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
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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. Upon the amendment of 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 par value of $3.125
each.
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 $1.5625 par value per share for an aggregate
value of $3,125,000.00; 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.
Upon the amendment of Article IV to read as hereinabove set forth, each
outstanding share of a par value of $3.125 is split up and converted into
two shares of par value of $1.5625 each.
RESOLVED FURTHER, that the aforesaid amendment 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.
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 effect said stock
split, said qualification, and said amendment to the Articles of
Incorporation of this corporation.
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That the shareholders have adopted said amendment by a resolution at a
meeting held at Sacramento, California, on April 26, 1978, 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 669,755, and that the total number of shares entitled to vote
on said amendment is 807,100.
Dated: May 17, 1978
/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 true and
correct.
Executed at Sacramento, California, on May 17, 1978.
/s/ Edward L. Lammerding
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Edward L. Lammerding
/s/ Penny Tyler
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Penny Tyler
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