RESTATED ARTICLES OF INCORPORATION
OF
SONOMAWEST HOLDINGS, INC.,
a California corporation
ONE: The name of this corporation is SonomaWest Holdings, Inc.
TWO: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated by the California
Corporations Code.
THREE: The corporation elects to be governed by all of the provisions of
the General Corporation Law (as added to the California Corporations Code
effective January 1, 1977, and as subsequently amended) not otherwise applicable
to this corporation under Chapter 23 of said General Corporation Law.
FOUR: This corporation is authorized to issue Five Million shares of common
stock, and Two Million Five Hundred Thousand shares of preferred stock. The
Board of Directors may issue the preferred stock in one or more series and may
determine the rights, preferences, privileges and restrictions granted to, or
imposed upon, any wholly unissued series of preferred stock. Upon the amendment
of this article to read as herein set forth, each outstanding share is converted
into or reconstructed as one common share.
FIVE: The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
SIX: This corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) through by-law
provisions, agreements with agents, vote of shareholders or disinterested
directors or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to the applicable
limits set forth in Section 204 of the California Corporations Code with respect
to actions for breach of duty to the corporation and its shareholder.
