Attached files
Exhibit 3.3
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 replacing the last sentence of
Article 9 with the following:
“In addition
to any vote of the holders of any class or series of stock of this
Corporation required by law or by the Charter, the affirmative vote
of the holders of a majority of the voting power of all of the
then-outstanding shares of the 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, shall be required to adopt, amend or
repeal any provisions of the Bylaws of the Corporation; provided,
however, that the affirmative vote of the holders of at least
two-thirds (2/3) of the voting power of all of the then-outstanding
shares of the 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,
shall be required to adopt, amend or repeal Section 1.02
(Special Meetings) (or any successor provision) of the Bylaws of
the Corporation.”
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:
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/s/
Douglas H. Bowers
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John F. Madden, Jr.
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Douglas H. Bowers
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Assistant Corporate Secretary
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President and Chief Executive Officer
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