Attached files
Exhibit 3.2
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
Section D of Article 8 in its entirety and inserting new
Section D of Article 8 to read as follows:
“D. Removal.
Subject to the right of the holders of any series of Preferred
Stock then outstanding, any and all directors may be removed from
office with or without cause at any time by the affirmative vote of
the holders of a majority of the combined voting power of all of
the then-outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (after
giving effect to the provisions of Article 6 hereof) voting
together as a single class.”
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]
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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.
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ATTEST:
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BANC
OF CALIFORNIA, INC.
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/s/ John F. Madden,
Jr.
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By: /s/ Douglas H.
Bowers
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John F. Madden,
Jr.
Assistant
Corporate Secretary
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Douglas H. Bowers
President and Chief Executive Officer
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