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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
CVB FINANCIAL CORP.
The undersigned Incorporator hereby executes, acknowledges and files the
following Articles of Incorporation for the purpose of forming a corporation
under the General Corporation Law of the State of California:
One: The name of the Corporation shall be:
CVB FINANCIAL CORP.
Two: The purpose of the Cooperation 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
Corporations Code.
Three: The name and address in this state of the Corporation's initial
agent for service of process in accordance with subdivision (b) of Section 1502
of the General Corporation Law is:
BARNET REITNER
Manatt, Phelps, Rothenberg & Tunney
1888 Century Park East, 21st Floor
Los Angeles, California 90067
Four: The Corporation is authorized to issue only one class of shares,
and the total number of shares which the Corporation is authorized to issue is
20,000,000.
In WITNESS WHEREOF, the undersigned Incorporator has executed the
foregoing Articles of Incorporation on April 24, 1981.
/s/ BARNET REITNER
----------------------------
Barnet Reitner, Incorporator
The undersigned declares that he is the person who executed the
foregoing Articles of Incorporation and that such instrument is the act and deed
of the undersigned.
/s/ BARNET REITNER
----------------------------
Barnet Reitner
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CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
CVB FINANCIAL CORP.
John Cavallucci and Christina Schaefer certify:
1. That they are the President/Chief Executive Officer and Secretary,
respectively, of CVB Financial Corp., a California corporation.
2. That Article Four of the Corporation's Articles of Incorporation is
amended to read as follows:
"Four: The Corporation is authorized to issue only one class of
shares, and the total number of shares which the Corporation is
authorized to issue is 25,000,000. Upon the amendment of this
Article to read as herein set forth each four outstanding shares
are split up and converted into five shares."
3. That the foregoing amendment of the Corporation's Articles of
Incorporation has been duly approved by the Board of Directors.
4. That the foregoing amendment was one which the Board of Directors
alone may adopt without approval of the outstanding shares pursuant to Section
902(c) of the California Corporations Code, since only one class of shares is
outstanding.
/s/ JOHN CAVALLUCCI
-------------------------------------
John Cavallucci
President and Chief Executive Officer
/s/ CHRISTINA SCHAEFER
-------------------------------------
Christina Schaefer
Secretary
Each of the undersigned declares, under penalty of perjury that the
matters set forth in the foregoing Certificate are true of their own knowledge.
Executed at Chino, California on January 21, 1986.
/s/ JOHN CAVALLUCCI
-------------------------------------
John Cavallucci
/s/ CHRISTINA SCHAEFER
-------------------------------------
Christina Schaefer
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CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
CVB FINANCIAL CORP.
The undersigned, John Cavallucci and Christina Schaefer, do hereby
certify:
1. That they are and have been, at all times mentioned herein,
respectively, the duly acting President, the Chief Executive Officer and
Secretary of CVB Financial Corp. (the "Company"), a California corporation; and
2. That the following is a true and correct copy of a resolution of the
Company adopted by the holders of the majority of the outstanding shares of the
Company's Common Stock entitled to vote pursuant to a Written Consent of
Shareholders.
BE IT HEREBY RESOLVED, that Article Four of the Company's
Articles of Incorporation, which currently provides as follows:
"Four. The Corporation is authorized to issue only one class
of shares, and the total number of shares which the Corporation
is authorized to issue is 25,000,000. Upon the amendment of this
Article to read as herein set forth each four outstanding shares
are split up and converted into five shares."
be, and it hereby is amended in full to read as follows:
"Four. 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 the
Corporation shall have authority to issue is Forty-five million
(45,000,000), of which Twenty-Five Million (25,000,000) shall be
Common Stock and Twenty Million (20,000,000) shall be Serial
Preferred Stock. At the time the amendment to this Article to
read as herein set forth becomes effective, each outstanding
share of capital stock of this Corporation shall be reclassified
as one share of Common Stock of the Corporation.
The designations and the powers, preferences and rights and
the qualifications, limitations or restrictions thereof, of each
class of stock of the 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 thereof, 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 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
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apart for payment and after the 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 liquidation, dissolution, or winding up of the
Corporation, as provided for in the Corporations Code of the
State of California, 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 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.
3. That the foregoing Amendment of Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with Section
902 of the California Corporations Code. The total number of outstanding shares
of the Corporation is 1,216,573. The number of shares voting in favor of the
Amendment equaled or exceeded the vote required. The percentage vote required
was more than fifty percent (50%).
4. That the foregoing Amendment of Articles of Incorporation has been
duly approved and adopted with the necessary quorum present at a duly held
meeting of the Board of Directors of the Company held on June 18, 1986.
IN WITNESS WHEREOF, the undersigned have executed this
Certificate on September 30, 1986.
/s/JOHN CAVALLUCCI
-----------------------------------
John Cavallucci, President and
Chief Executive Officer
/s/CHRISTINA SCHAEFER
-----------------------------------
Christina Schaefer, Secretary
Each of the undersigned declares under penalty of perjury that
the matters set forth in the foregoing Certificate are true and correct.
Executed this 30th day of September, 1986, in Chino, California.
/s/JOHN CAVALLUCCI
-----------------------------------
John Cavallucci, President and
Chief Executive Officer
/s/CHRISTINA SCHAEFER
-----------------------------------
Christina Schaefer, Secretary
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
John Cavallucci and Tina Schaefer certify that:
1. They are the President/Chief Executive Officer and the Secretary,
respectively, of CVB Financial Corp., a California corporation.
2. The Articles of Incorporation of this corporation are amended to
include an Article Five that reads as follows:
"Five: Section 1. Elimination of Directors' Liability. The
liability of the directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law.
Section 2. Indemnification of Corporate Agents. This corporation is
authorized to provide indemnification of agents (as defined in Section
317 of the California Corporations Code) through bylaw provisions,
agreements with agents, vote of shareholders or disinterested directors
or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to the
applicable limits set forth in Section 204 of the California
Corporations Code with respect to actions for breach of duty to the
corporation and its shareholders.
Section 3. Insurance from a Subsidiary. This corporation is authorized
to purchase and maintain insurance on behalf of its agents against any liability
asserted against or incurred by the agent in such capacity or arising out of the
agent's status as such from a company, the shares of which are owned in whole or
in part by this corporation, provided that any policy issued by such company is
limited to the extent required by applicable law.
Section 4. Repeal or Modification. Any repeal or modification of the
foregoing provisions of this Article Five by the shareholders of this
corporation shall not adversely affect any right or protection of an agent of
this corporation existing at the time of that repeal or modification."
3. The foregoing Amendment of Articles of Incorporation was duly
approved by the Board of Directors at its meeting held on February 22, 1988, at
which a quorum was present and acting throughout.
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 California General Corporation Law, at a meeting held on May 18, 1988. The
corporation has no shares of preferred stock outstanding. The total number of
shares of Common Stock outstanding at the record date for determining
shareholders entitled to vote was 2,281,068. The number of shares of Common
Stock voting in favor of the amendment equaled or exceeded the vote required,
which was more than 50 percent of the Common Stock.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in the foregoing Certificate are
true and correct of our own knowledge.
Dated 5-20-88
/s/ JOHN CAVALLUCCI
-----------------------------------
John Cavallucci, President
and Chief Executive Officer
/s/ TINA SCHAEFER
-----------------------------------
Tina Schaefer,
Secretary
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CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
CVB FINANCIAL CORP.
John Cavallucci and Tina Schaefer certify:
1. That they are the President and Secretary, respectively, of CVB
Financial Corp., a California corporation.
2. That Article FOUR of the Corporation's Articles of Incorporation is
amended to read as follows:
"Four. 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
numbers of shares of stock which the Corporation shall have authority to
issue is Seventy Million (70,000,000), of which Fifty Million
(50,000,000) shall be Common Stock and Twenty Million (20,000,000) shall
be Serial Preferred Stock. Upon the amendment of this Article to read as
herein set forth each one outstanding share of Common Stock is split up
and converted into two shares of Common Stock.
The designation and powers, preferences and rights and the
qualifications, limitations or restrictions thereof, of each class of
stock of the 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 thereof, 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 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 the
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 liquidation,
dissolution, or winding up of the Corporation, as provided for in the
Corporations Code of the State of California, the holders of the Common
Stock shall be entitled to receive all the remaining assets of the
Corporation.
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(3) Each holder of Common Stock shall have one (1) vote in
respect of each share of 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.
3. That the foregoing amendment of the Corporation's Articles of
Incorporation has been duly approved by the Board of Directors at their regular
meeting held on September 20, 1989.
4. That the foregoing amendment was one which the Board of Directors
alone may adopt without approval of the outstanding shares pursuant to Section
902(c) of the California Corporations Code, since only one class of shares are
outstanding.
/s/ JOHN CAVALLUCCI
--------------------------------
John Cavallucci, President
/s/ TINA SCHAEFER
--------------------------------
Tina Schaefer, Secretary
Each of the undersigned declares, under penalty of perjury that the
matters set forth in the foregoing Certificate are true of their own knowledge.
Executed at Ontario, California on September 20, 1989
/s/ JOHN CAVALLUCCI
--------------------------------
John Cavallucci
/s/ TINA SCHAEFER
--------------------------------
Tina Schaefer
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CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
CVB FINANCIAL CORP.
The undersigned, D. Linn Wiley and Donna Marchesi, do hereby certify:
1. That they are and have been at all times herein mentioned the duly
elected and acting President and the Secretary, respectively, of CVB Financial
Corp., a California corporation (the "Company").
2. That the Board of Directors of the Company adopted the following
resolutions on December 17, 1997:
NOW, THEREFORE, BE IT RESOLVED that the first paragraph of article Four
of the Company's Articles of Incorporation is amended to read as follows:
"Four. 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 the corporation shall have authority to issue is Seventy
Million (70,000,000), of which Fifty Million(50,000,000) shall be Common Stock
and Twenty Million (20,000,000) shall be Serial Preferred Stock. Upon the
amendment of this Article to read as herein set forth each two (2) outstanding
shares of Common Stock are split up and converted into three (3) shares of
Common Stock.:
3. Approval of the foregoing Amendment of the Articles of Incorporation
("Amendment") by the shareholders is not required pursuant to 902(c) of the
California Corporations Code.
4. This Amendment shall become effective on January 2, 1998.
IN WITNESS WHEREOF, the undersigned have executed the Certificate on
December 23, 1997.
/s/ D. LINN WILEY
--------------------------
D. Linn Wiley, President
/s/ DONNA MARCHESI
--------------------------
Donna Marchesi, Secretary
Each if the undersigned declares under penalty of perjury that the
matters set forth in the foregoing Certificate are true and correct of our own
knowledge.
Executed this 23rd day of December, 1997 in Ontario, California.
/s/ D. LINN WILEY
--------------------------
D. Linn Wiley, President
/s/ DONNA MARCHESI
--------------------------
Donna Marchesi, Secretary