EXHIBIT 3.1
AMERICAN RIVER HOLDINGS
SECRETARY'S CERTIFICATE
1. The undersigned hereby certifies that she is the duly appointed Secretary
of American River Holdings and is serving in that capacity in accordance
with the Bylaws of the Corporation.
2. The undersigned further certifies that the attached amended Article Seven
and Article Eight of the American River Holdings Articles of Incorporation
have been duly adopted and are in full force and effect.
Date: December 20, 2000 /s/ MARJORIE G. TAYLOR
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Marjorie G. Taylor
Secretary, American River Holdings
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"Seven: Classified Board of Directors.
(a) The number of directors which shall constitute the whole board of
directors of this corporation shall be specified in the bylaws of the
corporation.
(b) In the event that the authorized number of directors shall be fixed at
nine (9) or more, the board of directors shall be divided into three
classes: Class I, Class II, and Class III, each consisting of a number
of directors equal as nearly as practicable to one-third the total
number of directors. Directors in Class I shall initially serve for a
term expiring at the 2001 annual meeting of shareholders, directors in
Class II shall initially serve for a term expiring at the 2002 annual
meeting of shareholders, and directors in Class III shall initially
serve for a term expiring at the 2003 annual meeting of shareholders.
Thereafter, each director shall serve for a term ending at the third
annual shareholders meeting following the annual meeting at which such
director was elected. In the event that the authorized number of
directors shall be fixed with at least six (6) but less than nine (9),
the board of directors shall be divided into two classes, designated
Class I and II, each consisting of one-half of the directors or as
close as an approximation as possible. At each annual meeting, each of
the successors to the directors of the class whose term shall have
expired at such annual meeting shall be elected for a term running
until the second annual meeting next succeeding his or her election
and until his or her successor shall have been duly elected and
qualified. The foregoing notwithstanding, each director shall serve
until his or her successor shall have been duly elected and qualified,
unless he or she shall resign, die, become disqualified or disabled,
or shall otherwise be removed.
(c) At each annual election, the directors chosen to succeed those whose
terms then expire shall be identified as being of the same class as
the directors they succeed unless, by reason of any intervening
changes in the authorized number of directors, the board of directors
shall designate one or more directorships whose term then expires as
directorships of another class in order more nearly to achieve
equality in the number of directors among the classes. When the board
of directors fills a vacancy resulting from the resignation, death,
disqualification or removal of a director, the director chosen to fill
that vacancy shall be of the same class as the director he or she
succeeds, unless, by reason of any previous changes in the authorized
number of directors, the board of directors shall designate the vacant
directorship as a directorship of another class in order more nearly
to achieve equality in the number of directors among the classes.
(d) Notwithstanding the rule that the classes shall be as nearly equal in
number of directors as possible, in the event of any change in the
authorized number of directors, each director then continuing to serve
as such will nevertheless continue as a director of the class of which
he or she is a member, until the expiration of his current term or his
or her earlier resignation, death, disqualification or removal. If any
newly created directorship or vacancy on the board of directors,
consistent with the rule that the three classes shall be as nearly
equal in number of directors as possible, may be allocated to one or
two or more classes, the board of directors shall allocate it to that
of the available class whose term of office is due to expire at the
earliest date following such allocation."
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"Eight: Cumulative Voting.
No holder of any class of stock of the corporation shall be entitled to
cumulative votes in common in connection with any election of directors of the
corporation."
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ARTICLES OF INCORPORATION
OF
AMERICAN RIVER HOLDINGS
ONE: NAME
The name of the corporation is:
American River Holdings
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 Corporations
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: AUTHORIZED STOCK
The corporation is authorized to issue only one class of shares of
stock, designated "Common Stock," and the total number of shares which the
corporation is authorized to issue is 20,000,000.
FOUR: DIRECTOR LIABILITY
The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
FIVE: INDEMNIFICATION
The corporation is authorized to indemnify its agents (as defined from
time to time in Section 317 of the California Corporations Code) 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 an agent of the corporation existing at the time of such
amendment, repeal or modification.
SIX: AGENT FOR SERVICE OF PROCESS
The name and address in this State of this corporation's initial agent
for service of process is:
Gary Steven Findley
1470 North Hundley Street
Anaheim, California 92806
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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: January 23, 1995
/s/ GARY STEVEN FINDLEY
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Gary Steven Findley
I hereby declare that I am the person who executed the foregoing
Articles of Incorporation, which execution is my act and deed.
/s/ GARY STEVEN FINDLEY
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Gary Steven Findley
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AMERICAN RIVER HOLDINGS
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
The undersigned, David T. Taber and Patricia Thaxter, certify that:
1. They are the president and the assistant corporate secretary,
respectively, of American River Holdings, a California corporation.
2. Article 3 (three) of the Articles of Incorporation of this corporation
is amended to read as follows:
The corporation is authorized to issue only one class of
shares of stock, "Common Stock," and the total number of
shares which the corporation is authorized to issue is
20,000,000. Upon the amendment of this article, each
outstanding share of Common Stock is split into 1.50 shares.
3. The foregoing amendment of the Articles of Incorporation has been duly
approved by the Board of Directors at their regular meeting held April
21, 1999.
4. The corporation has only one class of shares outstanding and the
amendment affects only a stock split.
/s/ David T. Taber /s/ Patricia Thaxter
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David T. Taber Patricia Thaxter
President Assistant Corporate Secretary
Chief Executive Officer
Dated: May 7, 1999
David T. Taber and Patricia Thaxter further declare under penalty of perjury
under the laws of the State of California that they have read the foregoing
certificate, and know the contents thereof and that the same is true of their
own knowledge.
/s/ David T. Taber /s/ Patricia Thaxter
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David T. Taber Patricia Thaxter
Dated May 7, 1999
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