Exhibit 3.1
CERTIFICATE OF AMENDMENT
ARTICLES OF INCORPORATION
PACIFIC STATE BANCORP
a California corporation
Steven A. Rosso and Jo Anne Roberts certify that:
1. They are the president and chief financial officer, respectively of
Pacific State Bancorp, a California corporation.
2. Article IV of the Articles of Incorporation of this corporation is
amended to read:
The corporation is authorized to issue two classes of shares designated "Common
Stock" and "Preferred Stock," respectively. The number of shares of Common Stock
authorized to be issued is Twenty-Four Million (24,000,000) and the number of
shares of Preferred Stock authorized to be issued is Two Million (2,000,000).
The Preferred Stock may be divided into such number of series as the Board of
Directors may determine. The Board of Directors is authorized to determine and
alter the rights, preferences, privileges and restrictions granted to and
imposed upon the Preferred Stock or any series thereof with respect to any
wholly unissued class or series of Preferred Stock, and to fix the number of
shares of any series of Preferred Stock, and the designation of any such series
of Preferred Stock. The Board of Directors, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, may increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of any series subsequent to the issue of shares of that series.
Upon amendment of this Article IV to read as set forth above, each outstanding
share of Common Stock is divided into two (2) shares of Common Stock.
3. The amendment herein set forth has been duly approved by the board of
directors in accordance with section 902(c) of the General Corporation Law. The
corporation has only one class of shares outstanding, Common Stock, and the
amendment effects only a split of the outstanding Common Stock.
/s/ STEVEN A. ROSSO /s/ JO ANNE ROBERTS
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Steven A. Rosso Jo Anne Roberts
President Chief Financial Officer
Each of the undersigned declares under penalty of perjury that he or she has
read the foregoing certificate and knows the contents thereof and that the same
is true of his or her own knowledge. Executed at Stockton, California, on
September 17, 2004.
/s/ STEVEN A. ROSSO /s/ JO ANNE ROBERTS
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Steven A. Rosso Jo Anne Roberts
OFFICE OF THE
SECRETARY OF STATE
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CERTIFICATE OF AMENDMENT
ARTICLES OF INCORPORATION
PACIFIC STATE BANCORP
a California corporation
Steven A. Rosso and Jo Anne Roberts certify that:
1. They are the president and assistant treasurer, respectively of Pacific
State Bancorp, a California corporation.
2. Article IV of the Articles of Incorporation of this corporation is
amended to read:
The corporation is authorized to issue two classes of shares designated "Common
Stock" and "Preferred Stock," respectively. The number of shares of Common Stock
authorized to be issued is Twenty-Four Million (24,000,000) and the number of
shares of Preferred Stock authorized to be issued is Two Million (2,000,000).
The Preferred Stock may be divided into such number of series as the Board of
Directors may determine. The Board of Directors is authorized to determine and
alter the rights, preferences, privileges and restrictions granted to and
imposed upon the Preferred Stock or any series thereof with respect to any
wholly unissued class or series of Preferred Stock, and to fix the number of
shares of any series of Preferred Stock, and the designation of any such series
of Preferred Stock. The Board of Directors, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, may increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of any series subsequent to the issue of shares of that series.
Upon amendment of this Article IV to read as set forth above, each outstanding
share of Common Stock is divided into two (2) shares of Common Stock.
3. The amendment herein set forth has been duly approved by the board of
directors in accordance with section 902(c) of the General Corporation Law. The
corporation has only one class of shares outstanding, Common Stock, and the
amendment effects only a split of the outstanding Common Stock and an increase
in the authorized number of shares of Common Stock in proportion to the split of
the outstanding shares..
/s/ STEVEN A. ROSSO /s/ JO ANNE ROBERTS
- --------------------------------- ---------------------------------
Steven A. Rosso Jo Anne Roberts
President Assistant Treasurer
Each of the undersigned declares under penalty of perjury that he or she has
read the foregoing certificate and knows the contents thereof and that the same
is true of his or her own knowledge. Executed at Stockton, California, on
September 19, 2003.
/s/ STEVEN A. ROSSO /s/ JO ANNE ROBERTS
- --------------------------------- ---------------------------------
Steven A. Rosso Jo Anne Roberts
OFFICE OF THE
SECRETARY OF STATE
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CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
PSB BANCORP
The undersigned certifies that:
1. He is the sole incorporator of PSB Bancorp, a California corporation.
2. Article I of the Articles of Incorporation of this corporation is
amended to read as follows:
"The name of this corporation is Pacific State Bancorp."
3. No directors were named in the original Articles of Incorporation and
none have been elected.
4. No shares have been issued.
I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of my own knowledge.
Dated this 6th day of March, 2002.
/s/ JOHN W. CARR
--------------------------------
John W. Carr, Incorporator
OFFICE OF THE
SECRETARY OF STATE
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ARTICLES OF INCORPORATION
OF
PSB BANCORP
The undersigned incorporator, for the purpose of forming a corporation
under the General Corporation Law of the State of California, hereby certifies:
I
The name of the corporation is PSB Bancorp.
II
The purpose of the 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 company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
III
The name and complete business address in the State of California of the
corporation's Initial Agent for Service of Process is: John W. Carr, Shapiro,
Buchman, Provine & Patton LLP, 1333 No. California Boulevard, Suite 350, Walnut
Creek, California 94596.
IV
The corporation is authorized to issue two classes of shares designated
"Common Stock" and "Preferred Stock," respectively. The number of shares of
Common Stock authorized to be issued is Twelve Million (12,000,000) and the
number of shares of Preferred Stock authorized to be issued is Two Million
(2,000,000). The Preferred Stock may be divided into such number of series as
the Board of Directors may determine. The Board of Directors is authorized to
determine and alter the rights, preferences, privileges and restrictions granted
to and imposed upon the Preferred Stock or any series thereof with respect to
any wholly unissued class or series of Preferred Stock, and to fix the number of
shares of any series of Preferred Stock, and the designation of any such series
of Preferred Stock. The Board of Directors, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, may increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of any series subsequent to the issue of shares of that series.
V
(a) The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
(b) The corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) for breach of
duty to the corporation and its shareholders through bylaw provisions or through
agreements with agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to the
limits on such excess indemnification set forth in Sections 204 and 317 of the
California Corporations Code.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation.
/s/ JOHN W. CARR
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John W. Carr, Incorporator
OFFICE OF THE
SECRETARY OF STATE
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