EXHIBIT 4.1
CERTIFICATE OF INCORPORATION OF
SILICON VALLEY BANCSHARES, INC.
A Delaware Corporation
FIRST: The name of this corporation is SILICON VALLEY BANCSHARES, INC.
(the "Corporation").
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle, 19805. The name and address of the Corporation's registered agent in
the State of Delaware is Corporation Service Company, 1013 Centre Road,
Wilmington, Delaware 19805.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under the
General Corporation Law of Delaware.
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 80,000,000, consisting of
60,000,000 shares of Common Stock, $.001 par value per share ("Common Stock"),
and 20,000,000 shares of Preferred Stock, $.001 par value per share. The
Preferred Stock may be issued from time to time in one or more series. The
Board of Directors is hereby authorized to fix or alter the voting rights,
designations, powers, preferences and relative and other special rights, and the
qualifications, limitations and restrictions of any wholly unissued series of
Preferred Stock, and the number of shares constituting any such series, or any
of them, and to increase or decrease the number of shares of any such series
subsequent to the issue of shares of that series, but not below the number of
shares of such series then outstanding. In case the number of shares of any
series shall be decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of the resolution originally
fixing the number of shares of that series.
FIFTH: The name and mailing address of the incorporator are as follows:
Eileen Lyon
11355 West Olympic Boulevard
Los Angeles, California 90064
SIXTH: The business and affairs of the Corporation shall be managed by and
under the direction of the Board of Directors. The exact number of directors of
the Corporation shall be fixed by or in the manner provided in the bylaws of the
Corporation (the "Bylaws"). Subject to the requirements of the next sentence,
every shareholder entitled to vote at any election for directors shall have the
right to cumulate such shareholder's votes and give one candidate a number of
votes equal to the number of directors to be elected, multiplied by the number
of votes
to which such shareholder's shares are entitled, or to distribute his or her
votes on the same principal among as many candidates as the shareholder shall
think fit. No shareholder shall be entitled to cumulate votes unless the name
of the candidate or candidates for whom the votes would be cast has been placed
in nomination prior to the voting and at least one shareholder has given notice
at the meeting, prior to the voting, of the shareholder's intention to cumulate
his or her votes. The candidates receiving the highest number of affirmative
votes of shares entitled to be voted for them, up to the number of directors to
be elected, shall be elected. Votes against the directors and votes withheld
shall have no legal effect.
SEVENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
(a) to adopt, repeal, rescind, alter or amend in any respect the
Bylaws, and to confer in the Bylaws powers and authorities upon the directors of
the Corporation in addition to the powers and authorities expressly, conferred
upon them by statute;
(b) from time to time to set apart out of any funds or assets of
the Corporation available for dividends an amount or amounts to be reserved as
working capital or for any other lawful purpose and to abolish any reserve so
created and to determine whether any, and, if any, what part, of the surplus of
the Corporation or its net profits applicable to dividends shall be declared in
dividends and paid to its shareholders, and all rights of the holders of stock
of the Corporation in respect of dividends shall be subject to the power of the
Board of Directors so to do;
(c) subject to the laws of the State of Delaware, from time to
time to sell, lease or otherwise dispose of any part or parts of the properties
of the Corporation and to cease to conduct the business connected therewith or
again to resume the same, as it may deem best; and
(d) in addition to the powers and authorities hereinbefore and
by the laws of the State of Delaware conferred upon the Board of Directors, to
execute all such powers and to do all acts and things as may be exercised or
done by the Corporation; subject, nevertheless, to the express provisions of
said laws of the Certificate of Incorporation of the Corporation and its Bylaws.
EIGHTH: Any action required or permitted to be taken by the shareholders of
the Corporation may be effected at a duly called annual or special meeting of
shareholders of the Corporation or by any consent in writing by such
shareholders.
NINTH: Each director shall serve until his or her successor is elected and
qualified or until his or her death, resignation or removal, and no decrease in
the authorized number of directors shall shorten the term of any incumbent
director.
TENTH: Meetings of shareholders of the Corporation may be held within or
without the State of Delaware, as the Bylaws may provide. The books of the
Corporation may be kept
(subject to any provision of applicable law) outside the State of Delaware at
such place or places as may be designated from time to time by the Board of
Directors or in the Bylaws.
ELEVENTH: A director of the Corporation shall not be personally liable to
the corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, as the same exists or hereafter may be amended, or (iv) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Delaware General Corporation Law. No amendment to or repeal of this Article
Tenth shall apply to or have an effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal.
TWELFTH: The Corporation reserves the right to adopt, repeal, rescind,
alter or amend in any respect any provision contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by applicable law, and
all rights conferred on shareholders herein are granted subject to this
reservation.
THIRTEENTH: The Corporation shall not be subject to the provisions of
Section 203 of the Delaware General Corporation Law.
I, THE UNDERSIGNED, for purposes of forming a corporation under the laws of
the State of Delaware, do make, file and record this Certificate, and do certify
that the facts herein stated are true, and I have accordingly hereunto set my
hand this 19th day of March, 1999.
/s/ Eileen Lyon
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Eileen Lyon, Incorporator