ARTICLES OF INCORPORATION
OF
DISCOVERY BANCORP
ARTICLE ONE. NAME: The name of this Corporation is:
Discovery Bancorp
ARTICLE TWO. PURPOSE: The purpose of this 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
business or the practice of a profession permitted to be incorporated by the
California Corporations Code.
ARTICLE THREE. INITIAL AGENT: The name and address in this state of this
Corporation's initial agent for service of process is:
S. Alan Rosen, Esq.
Horgan, Rosen, Beckham & Coren, L.L.P.
23975 Park Sorrento, Suite 200
Calabasas, California 91302
ARTICLE FOUR. AUTHORIZED STOCK: This Corporation is authorized to issue
two (2) classes of shares of stock: one class of shares to be called "Common
Stock"; the second class of shares to be called "Serial Preferred Stock." The
total number of shares of stock which this Corporation shall have authority to
issue is twenty million (20,000,000), of which ten million (10,000,000) shall be
Common Stock and ten million (10,000,000) shall be Serial Preferred Stock.
The designations and the powers, preferences, and rights and the
qualifications, limitations or restrictions thereof, of each class of stock of
this Corporation shall be as follows:
(a) Serial Preferred Stock. The Serial Preferred Stock may be issued
from time to time in one or more series. The Board of Directors is hereby
authorized to fix or alter the rights, preferences, privileges and restrictions
granted to or imposed upon any wholly unissued series of preferred shares, and
the number of shares constituting any such series and a designation thererof, or
any of them; and to increase or decrease the number of shares of any series
subsequent to the issue of shares of that series, but not below the number of
shares of such series then outstanding. In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of the resolution originally
fixing the number of shares of such series.
(b) Common Stock.
(1) After the requirements with respect to preferential dividends
upon all classes and series of stock entitled thereto shall
have been paid or declared and set apart for payment and after
this Corporation shall have complied with all requirements, if
any, with respect to the setting aside of sums as a sinking
fund or for a redemption account on any class of stock, then
and not otherwise, the holders of Common Stock shall be
entitled to receive, subject to the applicable provisions of
the Corporations Code of the State of California, such
dividends as may be declared from time to time by the
Board of Directors.
(2) After distribution in full of the preferential amounts to be
distributed to the holders of all classes and series of stock
entitled thereto in the event of a voluntary or involuntary
liquidations, dissolution, or winding up of this Corporation,
the holders of the Common Stock shall be entitled to receive
all the remaining assets of the Corporation.
(3) Each holder of Common Stock shall have one (1) vote in respect
of each share of such stock held by him, subject, however, to
such special voting rights by class as are or may be granted
to holders of Serial Preferred Stock.
ARTICLE FIVE. DIRECTOR LIABILITY: The liability of directors of this
Corporation for monetary damages shall be eliminated to the fullest extent
permissible under California law. Any amendment, repeal or modification of the
provisions of this Article shall not adversely affect any right or protection of
a director of the Corporation existing at the time of such amendment, repeal or
modification.
ARTICLE SIX. INDEMNIFICATION OF AGENTS: This Corporation is authorized to
provide indemnification of agents (as defined in Section 317 of the General
Corporation Law of the State of California) for breach of duty to this
Corporation and its shareholders through bylaw provision, agreements with the
agents, or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the General Corporation Law of the State of California, subject
to the limits on such excess indemnification set forth in Section 204 of the
General Corporation Law of the State of California. Any amendment, repeal or
modification of the provisions of this Article shall not adversely affect any
right or protection of an agent of this Corporation existing at the time of such
amendment, repeal or modification.
IN WITNESS WHEREOF, for the purpose of forming this Corporation under the
laws of the State of California, the undersigned, constituting the incorporator
of this Corporation, has executed these Articles of Incorporation.
Dated: October 6, 2004
/s/ S. Alan Rosen
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S. Alan Rosen
I hereby declare that I am the person who executed the foregoing Articles
of Incorporation, which execution is my act and deed.
/s/ S. Alan Rosen
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S. Alan Rosen
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