EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
AMERICAN RIVER BANKSHARES
David T. Taber and Mitchell A. Derenzo certify that:
1. They are the President and Chief Executive Officer, and
Executive Vice President and Chief Financial Officer, respectively, of American
River Bankshares, a California corporation.
2. Article Seven of the articles of incorporation of American
River Bankshares is amended to delete Article Seven in its entirety.
3. The amendment herein set forth has been duly approved by the
board of directors of American River Bankshares.
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 Corporations Code. The total number of outstanding shares of the
corporation is 5,531,528. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote required was more
than 50 percent.
/s/ David T. Taber
-----------------------------------------
David T. Taber
President and Chief Executive Officer
/s/ Mitchell A. Derenzo
-----------------------------------------
Mitchell A. Derenzo
Executive Vice President and
Chief Financial Officer
David T. Taber and Mitchell A. Derenzo declare under penalty of perjury
under the laws of the State of California that they have read the forgoing
certificate and know the contents thereof and that the same is true of their own
knowledge.
Dated: May 22, 2008 /s/ David T. Taber
-----------------------------------------
David T. Taber
President and Chief Executive Officer
/s/ Mitchell A. Derenzo
-----------------------------------------
Mitchell A. Derenzo
Executive Vice President and
Chief Financial Officer
40
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
AMERICAN RIVER HOLDINGS
David T. Taber and Mitchell A. Derenzo certify that:
1. They are the President and Chief Executive Officer, and
Executive Vice President and Chief Financial Officer, respectively, of American
River Holdings, a California corporation.
2. Article One of the articles of incorporation of American River
Holdings is amended to read as follows:
"The name of the corporation is American River Bankshares."
3. The amendment herein set forth has been duly approved by the
board of directors of American River Holdings.
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 Corporations Code. The total number of outstanding shares of the
corporation as of the Record Date, April 8, 2004, was 4,212,981. The number of
shares voting in favor of the amendment equaled or exceeded the vote required.
The percentage vote required was more than 50 percent.
/s/ David T. Taber
-----------------------------------------
David T. Taber
President and Chief Executive Officer
/s/ Mitchell A. Derenzo
-----------------------------------------
Mitchell A. Derenzo
Executive Vice President and
Chief Financial Officer
David T. Taber and Mitchell A. Derenzo declare under penalty of perjury
under the laws of the State of California that they have read the forgoing
certificate and know the contents thereof and that the same is true of their own
knowledge.
Dated: May 20, 2004 /s/ David T. Taber
-----------------------------------------
David T. Taber
President and Chief Executive Officer
/s/ Mitchell A. Derenzo
-----------------------------------------
Mitchell A. Derenzo
Executive Vice President and
Chief Financial Officer
41
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
AMERICAN RIVER HOLDINGS
David T. Taber and Mitchell A. Derenzo certify that:
1. They are the President and Chief Executive Officer, and
Executive Vice President and Chief Financial Officer, respectively, of American
River Holdings, a California corporation ("ARH").
2. Article Three of the articles of incorporation of ARH 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 1.5
shares.
3. The amendment herein set forth has been duly approved by the
board of directors of ARH.
4. The foregoing amendment may be adopted by approval of the
board of directors alone pursuant to Section 902(c) of the California
Corporations Code, since the corporation has only one class of shares
outstanding and the amendment effects only a stock split.
/s/ David T. Taber
-----------------------------------------
David T. Taber
President and Chief Executive Officer
/s/ Mitchell A. Derenzo
-----------------------------------------
Mitchell A. Derenzo
Executive Vice President and
Chief Financial Officer
David T. Taber and Mitchell A. Derenzo declare under penalty of perjury
under the laws of the State of California that they have read the forgoing
certificate and know the contents thereof and that the same is true of their own
knowledge.
Dated: September 14, 2003 /s/ David T. Taber
-----------------------------------------
David T. Taber
President and Chief Executive Officer
/s/ Mitchell A. Derenzo
----------------------------------------
Mitchell A. Derenzo
Executive Vice President and
Chief Financial Officer
42
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
AMERICAN RIVER HOLDINGS
a California Corporation
David T. Taber and Mitchell Derenzo certify that:
1. They are the duly elected and acting President and Chief Executive
Officer and Chief Financial Officer, respectively of said corporation.
2. The Articles of Incorporation of said corporation shall be amended by
adding thereto a new Article Seven and Article Eight which shall read as set
forth below:
"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.
43
(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."
"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."
3. The foregoing amendments have been duly approved by the Board of
Directors of said corporation.
4. The amendments herein set forth have been duly approved by the required
vote of the shareholders in accordance with Section 902 of the Corporations
Code. The corporation has only one class of shares outstanding and the number of
outstanding shares is 1,793,274. The number of shares voting in favor of the
amendments equaled or exceeded the vote required. The percentage vote required
for the approval of the amendments herein set forth was more than 50%.
5. The corporation is a listed corporation with outstanding securities
designated as qualified for trading as a national market system security on the
National Association Quotation System (or any successor national market system)
within the meaning of Section 301.5(d) of the Corporations Code.
We 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 to our knowledge.
Dated: December 1, 2000
/s/ David T. Taber
-----------------------------------------
David T. Taber
President and Chief Executive Officer
/s/ Mitchell A. Derenzo
-----------------------------------------
Mitchell A. Derenzo
Chief Financial Officer
44
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
- ---------------------------------- ------------------------------------
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
- ---------------------------------- ------------------------------------
David T. Taber Patricia Thaxter
Dated May 7, 1999
45
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
-----------------------------------------
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
-----------------------------------------
Gary Steven Findley
47