Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
PACIFIC COMMUNITY BANKING GROUP
E. Lynn Caswell and Alfred Jannard certify that:
1. They are the Chairman of the Board and Secretary, respectively, of
Pacific Community Banking Group, a California corporation.
2. Article VII is hereby added to the Articles of Incorporation of this
Corporation, to read as follows:
"ARTICLE VII
MEETINGS OF SHAREHOLDERS
Meetings of shareholders may be held at such place as the
Bylaws may provide."
3. Article VIII is hereby added to the Articles of Incorporation of
this Corporation, to read as follows:
"ARTICLE VIII
DIRECTORS
A. NUMBER; VACANCIES. The number of directors of the
Corporation shall be such number, as shall be provided from time to time in the
Bylaws; provided, however, that no decrease in the number of directors shall
have the effect of shortening the term of any incumbent director, and provided
further, that no action shall be taken to decrease or increase the number of
directors within the range stated in the Bylaws unless at least two-thirds of
the directors then in office shall approve said action. Vacancies in the board
of directors of the Corporation, however caused, and newly created directorships
shall be filled by a vote of two-thirds of the directors then in office, whether
or not a quorum, and any director so chosen shall hold office for a term
expiring at the annual meeting of shareholders at which the term of the class to
which the director has been chosen expires and when the director's successor is
elected and qualified.
B. LISTING OF CORPORATE SHARES. The remaining provisions of this
article shall become effective only when the Corporation becomes a listed
corporation within
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the meaning of Section 301.5 of the Corporations Code, which provision refers to
a corporation whose shares are traded on the New York Stock Exchange, American
Stock Exchange, or National Market System-NASDAQ.
C. CLASSIFIED BOARD. The Board of Directors of the Corporation
shall be divided into two classes of directors which shall be designated Class I
and Class II. The numbers of each class shall be elected for a term of two years
and until their successors are elected and qualified. Each class shall contain
the number of directors which cause the classes to be as nearly equal in number
as possible, and the terms of all directors in a class shall expire
simultaneously. At the 2000 annual meeting of shareholders, directors of Class I
shall be elected to hold office for a term expiring at the second succeeding
meeting thereafter. At the next annual meeting of shareholders, directors of
Class II shall be elected to hold office for a term expiring at the second
succeeding meeting thereafter. Notwithstanding the foregoing, the director whose
term shall expire at any annual meeting shall continue to serve until such time
as his successor shall have been duly elected and shall have qualified unless
his position on the Board of Directors shall have been abolished by action taken
to reduce the size of the Board of Directors prior to said meeting.
Should the number of directors of the Corporation be reduced, the
directorship(s) eliminated shall be allocated among classes as appropriate so
that the number of directors in each class is as nearly as equal as possible.
The Board of Directors shall designate, by the name of the incumbent(s), the
position(s) to be abolished. Notwithstanding the foregoing, no decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director. Should the number of directors of the Corporation be
increased, the additional directorships shall be allocated among classes as
appropriate so that the number of directors in each class is as nearly as equal
as possible.
At subsequent annual meetings of shareholders, a number of
directors shall be elected equal to the number of directors with terms expiring
at that annual meeting. Directors elected at each such annual meeting shall be
elected for a term expiring with the annual meeting of shareholders two years
thereafter.
D. CUMULATIVE VOTING. The election of directors shall not be by
cumulative voting. At each election of directors, each shareholder entitled to
vote may vote all the shares held by that shareholder for each of several
nominees for director up to the number of directors to be elected. The
shareholder may not cast more votes for any single nominee than the number of
shares held by that shareholder."
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4. Article IX is hereby added to the Articles of Incorporation of this
Corporation, to read as follows:
"IX
APPROVAL OF CERTAIN BUSINESS COMBINATIONS
The shareholder vote required to approve Business Combinations
(as hereinafter defined) shall be as set forth in this section.
A.1. Except as otherwise expressly provided in this Article
IX, the affirmative vote of the holders of at least 66 2/3% of the outstanding
shares entitled to vote thereon (and, if any class or series of shares is
entitled to vote thereon separately, the affirmative vote of the holders of at
least 66 2/3% of the outstanding shares of each such class or series), shall be
required in order to authorize any of the following:
(a) any merger or consolidation of the Corporation
with or into a Related Person (as hereinafter defined);
(b) any sale, lease, exchange, transfer or other
disposition, including without limitation, a mortgage, or any other security
device, of all or any Substantial Part (as hereinafter defined) of the assets of
the Corporation (including without limitation any voting securities of a
subsidiary) or of a subsidiary, to a Related Person;
(c) any merger or consolidation of a Related Person
with or into the Corporation or a subsidiary of the Corporation;
(d) any sale, lease, exchange, transfer or other
disposition of all or any Substantial Part of the assets of a Related Person to
the Corporation or a subsidiary of the Corporation;
(e) the issuance of any securities of the Corporation
or a subsidiary of the Corporation to a Related Person;
(f) the acquisition by the Corporation or a
subsidiary of the Corporation of any securities of a Related Person;
(g) any reclassification of the common stock of the
Corporation, or any recapitalization involving the common stock of the
Corporation; and
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(h) any agreement, contract or other arrangement
providing for any of the transactions described in this Article.
2. Such affirmative vote shall be required notwithstanding any
other provision of these Articles, any provision of law, or any agreement with
any regulatory agency or national securities exchange which might otherwise
permit a lesser vote or no vote.
3. The term "Business Combination" as used in this Article IX
shall mean any transaction which is referred to in any one or more of
subparagraphs A(1)(a) through (h) above.
B. The provisions of paragraph A shall not be applicable to
any particular Business Combination, and such Business Combination shall require
only such affirmative vote as is required by any other provision of these
Articles, any provision of law, or any agreement with any regulatory agency or
national securities exchange, if the Business Combination shall have been
approved by a majority vote of the Continuing Directors (as hereinafter
defined); provided, however, that such approval shall only be effective if
obtained at a meeting at which a Continuing Director Quorum (as hereinafter
defined) is present.
C. For the purposes of this Article IX the following
definitions apply:
1. The term "Related Person" shall mean and include (a) any
individual, corporation, partnership or other person or entity which together
with its "affiliates" (as that term is defined in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended),
"beneficially owns" (as that term is defined in Rule 13d-3 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended) in the
aggregate 10% or more of the outstanding shares of the common stock of the
Corporation; and (b) any "affiliate" (as that term is defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended) of any such individual,
corporation, partnership or other person or entity. Without limitation, any
shares of the common stock of the Corporation which any Related Person has the
right to acquire pursuant to any agreement, or upon exercise or conversion
rights, warrants or options, or otherwise, shall be deemed "beneficially owned"
by such Related Person.
2. The term "Substantial Part" shall mean more than 25% of the
total assets of the Corporation, as of the end of its most recent fiscal year
ending prior to the time the determination is made.
3. The term "Continuing Director" shall mean any member of the
Board of Directors of the Corporation who is unaffiliated with the Related
Person and was a member of the board prior to the time that the Related Person
became a Related
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Person, and any successor of a Continuing Director who is unaffiliated with the
Related Person and is recommended to succeed a Continuing Director by a majority
of Continuing Directors then on the board.
4. The term "Continuing Director Quorum" shall mean a majority
of the Continuing Directors capable of exercising the powers conferred on them."
5. Article X is hereby added to the Articles of Incorporation of this
Corporation, to read as follows:
"X
AMENDMENT OF BYLAWS
In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors of the Corporation is expressly authorized to
make, repeal, alter, amend and rescind the Bylaws of the Corporation by a
majority vote of the board. Notwithstanding any other provision of these
Articles (and notwithstanding the fact that some lesser percentage may be
specified by law), the Bylaws shall not be adopted, repealed, altered, amended
or rescinded by the shareholders of the Corporation except by the vote of the
holders of not less than 66 2/3% of the outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at a meeting of the shareholders
called for that purpose (provided that notice of such proposed adoption, repeal,
alteration, amendment or rescission is included in the notice of such meeting),
or, as set forth above, by the Board of Directors."
6. Article XI is hereby added to the Articles of Incorporation of this
Corporation, to read as follows:
"XI
AMENDMENT OF ARTICLES OF INCORPORATION
The Corporation reserves the right to repeal, alter, amend or
rescind any provision contained in these Articles in the manner now or hereafter
prescribed by law, and all rights conferred on shareholders herein are granted
subject to this reservation. Notwithstanding the foregoing, the provisions set
forth in Articles VII, VIII, IX, X, and this Article XI may not be repealed,
altered, amended or rescinded in any respect unless the same is approved by the
affirmative vote of the holders of not less than 66 2/3% of the outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors (considered for this purpose as a single class) cast at a
meeting of the shareholders called for that purpose (provided that notice of
such
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proposed adoption, repeal, alteration, amendment or rescission is included in
the notice of such meeting)."
7. The foregoing amendments to the Articles of Incorporation have been
duly approved by the Board of Directors.
8. The foregoing amendments to the Articles of Incorporation have been
duly approved by the required vote of shareholders of Common Stock in accordance
with Section 902 of the Corporations Code. The corporation has 10,000 shares of
Common Stock issued and outstanding and no shares of Preferred Stock issued and
outstanding. The number of shares of Common Stock entitled to vote and voting in
favor of each of the foregoing Amendments equaled or exceeded the vote required.
The percentage vote of Common Stock required for the approval of the Amendments
was more than 50% of the outstanding shares.
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
of our own knowledge.
Date: February 25, 1999
/s/ E. Lynn Caswell
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E.Lynn Caswell, Chairman
/s/ Alfred Jannard
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Alfred Jannard, Secretary
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