Attached files
Exhibit 3.1
BANC OF CALIFORNIA, INC.
ARTICLES OF AMENDMENT
Banc of
California, Inc., a Maryland corporation (the
“Corporation”), hereby certifies to the State
Department of Assessments and Taxation of Maryland
that:
FIRST:
The charter of the
Corporation is hereby amended by deleting the existing
Sections B and C of Article 8 in their entireties and
inserting new Sections B and C of Article 8 to read as
follows:
“B. Number, Class and Terms of Directors;
Cumulative Voting. The number of directors shall be fixed
from time to time exclusively by the Board of Directors pursuant to
a resolution adopted by a majority of the Board. Upon the effective
date of this Section 8.B., the directors elected prior to the 2018
annual meeting of stockholders, other than those who may be elected
by the holders of any class or series of Preferred Stock, shall
continue to be, and are, divided into three classes, as nearly
equal in number as reasonably possible, with the term of office of
one class of directors to expire at the conclusion of the 2019
annual meeting of stockholders, the term of office of one class of
directors to expire at the conclusion of the 2020 annual meeting of
stockholders and the term of office of one class of directors to
expire at the conclusion of the 2018 annual meeting of stockholders
and shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election,
with each director to hold office until his or her successor shall
have been duly elected and qualified. Directors elected at each
annual meeting of stockholders commencing with the 2018 annual
meeting of stockholders shall be elected for a term of office of
one year expiring at the conclusion of the next annual meeting of
stockholders, with each director to hold office until his or her
successor shall have been duly elected and qualified. Pursuant to
such procedures, effective as of the conclusion of the 2020 annual
meeting of stockholders, the Board of Directors will no longer be
classified and directors shall no longer be divided into three
classes. Stockholders shall not be permitted to cumulate their
votes in the election of directors.
C. Vacancies. Subject to the right of the
holders of any series of Preferred Stock then outstanding, and
except as otherwise provided in the Bylaws of the Corporation,
newly created directorships resulting from any increase in the
authorized number of directors or any vacancies on the Board of
Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be
filled only by a majority vote of the directors then in office,
though less than a quorum. By virtue of the Corporation’s
election made hereby to be subject to Section 3-804(c)(3) of
the MGCL, any director so chosen to fill a vacancy shall hold
office (a) if appointed prior to the 2020 annual meeting of
stockholders, for the remainder of the full term of the class of
directors in which the vacancy occurred and until a successor is
elected and qualified or (b) if appointed at or following the
2020 annual meeting of stockholders, for a term expiring at the
next annual meeting of stockholders, and in each case shall serve
until a successor is elected and qualified. No decrease in the
number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.”
SECOND:
The amendment to
the charter of the Corporation as set forth above was duly advised
by the Board of Directors of the Corporation and approved by the
stockholders of the Corporation as required by law and by the
charter of the Corporation.
THIRD:
The undersigned
President and Chief Executive Officer acknowledges these Articles
of Amendment to be the corporate act of the Corporation and as to
all matters or facts required to be verified under oath, the
undersigned President and Chief Executive Officer acknowledges that
to the best of his knowledge, information and belief these matters
and facts are true in all material respects and that this statement
is made under the penalties for perjury.
[Signature
page follows]
1
IN WITNESS WHEREOF, the Corporation has
caused these Articles of Amendment to be signed in its name and on
its behalf by its President and Chief Executive Officer and
attested to by its Assistant Corporate Secretary as of the
9th day of
June, 2017.
|
ATTEST:
|
BANC
OF CALIFORNIA, INC.
|
|
|
|
|
|
|
/s/ John F. Madden,
Jr.
|
By: /s/ Douglas H.
Bowers
|
|
|
John F. Madden,
Jr.
Assistant
Corporate Secretary
|
Douglas H. Bowers
President and Chief Executive Officer
|
|
2