Exhibit 99.108
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
NORTH VALLEY BANCORP
Michael J. Cushman and Leo J. Graham certify that:
1. They are the President and Secretary, respectively, of North
Valley Bancorp, a California corporation.
2. The Amended and Restated Articles of Incorporation of this
corporation are amended by deleting, in its entirety, Article Sixth which reads
as follows:
"Sixth: 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 Class II, each consisting of one-half
of the directors or as close 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."
3. The foregoing amendment of the Amended and Restated Articles
of Incorporation has been duly approved by the Board of Directors.
4. The foregoing amendment of the Amended and Restated Articles
of Incorporation has been duly approved by the required vote of shareholders in
accordance with Section 902 of the Corporations Code. The total number of
outstanding shares of this corporation is 7,494,599. 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%).
5. This Corporation has outstanding securities designated as
qualified for trading as a national market system security on the National
Association of Securities Dealers Automatic Quotation System and has at least
800 holders of its equity securities as of the record date of this corporation's
most recent annual meeting.
/s/ MICHAEL J. CUSHMAN
--------------------------------
Michael J. Cushman, President
/s/ LEO J. GRAHAM
--------------------------------
Leo J. Graham, Secretary
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The undersigned 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.
Executed at Redding, California on November 22, 2005.
/s/ MICHAEL J. CUSHMAN
--------------------------------
Michael J. Cushman
/s/ LEO J. GRAHAM
--------------------------------
Leo J. Graham
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