<PAGE>
Exhibit 3.2
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
SIERRA BANCORP
James C. Holly and Robert H. Tienken certify that:
1. They are the President and Secretary, respectively, of Sierra
Bancorp, a California corporation (the "Corporation").
2. That new Articles SEVEN, EIGHT, NINE and TEN are hereby added to
the Articles of Incorporation of the Corporation which shall read in full as
follows:
"SEVEN: A. The number of directors on the board of directors
-----
shall be fixed from time to time by the board of directors pursuant to a
resolution adopted by the board within the range set forth in the by-laws
of the Corporation, which shall in no event be fewer than six directors.
The directors shall be divided into two classes, as nearly equal in number
as reasonably possible, with the term of office of the first class to
expire at the first annual meeting of shareholders after this provision
becomes effective and the term of office of the second class to expire at
the annual meeting of shareholders one year thereafter, with each director
to hold office until his or her successor shall have been duly elected and
qualified. At each annual meeting of shareholders following such initial
classification and election, directors elected to succeed those directors
whose terms expire shall be elected for a term of office to expire at the
second succeeding annual meeting of shareholders after their election, with
each director to hold office until his or her successor shall have been
duly elected and qualified.
B. The 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, may be filled in accordance with
Section 305 of the Corporations Code, and directors so chosen shall hold
office for a term expiring at the annual meeting of shareholders at which
the term of office of the class to which they have been chosen expires. No
decrease in the number of directors constituting the board of directors
shall shorten the term of any incumbent director.
C. This Article SEVEN shall become effective only when the
Corporation becomes a listed corporation within the meaning of Section
301.5 of the Corporations Code."
1
<PAGE>
"EIGHT: A. The shareholders of the Corporation shall no longer
-----
be entitled to cumulative voting in the election of directors.
B. This Article EIGHTH shall become effective only when the
Corporation becomes a listed corporation within the meaning of Section
301.5 of the Corporations Code.
"NINE: The approval of two-thirds of the outstanding shares of
----
the Corporation shall be required to approve (i) a merger in which
the Corporation is not the surviving corporation or in which it issues
a significant number of shares (more than 16.67% of previously
outstanding shares), or (ii) a sale of substantially all of the assets
of the Corporation (collectively, a "business combination"), unless
such business combination has been approved by a majority of the Board
of Directors of the Corporation, provided that at least a majority of
the Board was holding office prior to commencement of proceedings or
negotiations leading to the business combination.
This provision shall cease to be effective two years after the
filing of the amendment to the Corporation's Articles of Incorporation
effecting this provision, unless renewed within one year before the
applicable expiration date."
"TEN: The Board of Directors of the Corporation, when evaluating
---
any offer of another party to (a) make a tender or exchange offer for
any equity security of the Corporation, (b) merge or consolidate the
Corporation with another corporation or association, or (c) purchase
or otherwise acquire all or substantially all of the properties and
assets of the Corporation, shall, in connection with the exercise of
its judgment and fiduciary duty in determining what is in the best
interest of the Corporation and its shareholders, give due
consideration to (i) the potential social and economic effects on the
Corporation's, and any of the Corporation's subsidiaries', employees,
depositors, customers and other affected persons, and on the
communities served by the Corporation and its subsidiaries, (ii) the
value of the Corporation in relation to the Board of Directors'
estimate of the Corporation's future value as an independent going
concern, (iii) the competence, experience and integrity of the
proposed purchaser, (iv) the financial condition, earnings prospects
and strategic plan of the proposed purchaser; and (v) such other
factors as the Board of Directors may deem relevant under the
circumstances."
3. The foregoing amendment of the Articles of Incorporation has been
duly approved by the Board of Directors.
4. The foregoing amendment of the Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with Sections
902 and 903 of the Corporations Code. The total number of outstanding shares of
the Corporation is 100. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote required was more
than 50%.
2
<PAGE>
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth herein are true and correct and
of our own knowledge.
Executed in Porterville, California on December 14, 2000
/s/ James C. Holly
------------------
James C. Holly, President
/s/ Robert H. Tienken
---------------------
Robert H. Tienken, Secretary
3
