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Exhibit 3.1
ARTICLES OF INCORPORATION
OF
BUSINESS BANCORP
ONE: The name of this corporation is:
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BUSINESS BANCORP
TWO: The purpose of this corporation is to engage in any lawful act or
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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 name and address in this State of the corporation's initial
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agent for service of process is Jack Fried, Esq., 1900 Avenue of the Stars, 25th
Floor, Los Angeles, California 90067.
FOUR: The corporation is authorized to issue two classes of shares
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designated as "Common Stock" and "Preferred Stock", respectively. The number of
shares of Common Stock authorized to be issued is 12,000,000, and the number of
shares of Preferred Stock authorized to be issued is 2,000,000.
The board of directors of this corporation is authorized to
designate that the Preferred Stock be divided into any number of series, and it
is authorized to determine the designation of any such series and to fix the
number of shares in any such series and may, as to any such series, within the
limits and restrictions stated in any resolution or resolutions of the board of
directors originally fixing the number of shares constituting any series,
increase or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any such series subsequent to the issue of
the shares of that series. In case the number of shares of any series shall be
so 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 in such series. The board of directors of this corporation may
determine or alter the rights, preferences, privileges and restrictions granted
to or imposed upon any wholly unissued series of Preferred Stock.
FIVE: The liability of the directors of this corporation for monetary
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damages shall be eliminated to the fullest extent permissible under California
law.
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SIX: The corporation is authorized to provide indemnification of agents
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(as defined in Section 317 of the California Corporations Code) through bylaw
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 shareholders.
DATED: September 30, 1999 /s/ Juliet White
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Juliet C. White, Incorporator
I hereby declare that I am the person who executed the foregoing Articles
of Incorporation, which execution is my act and deed.
/s/ Juliet White
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Juliet C. White, Incorporator
