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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
NATIONAL MERCANTILE BANCORP
The undersigned do hereby certify that:
1. They are the president and chief executive officer, and executive vice
president - operations and chief financial officer, respectively, of
National Mercantile Bancorp (hereinafter called the "Corporation"), a
corporation organized and existing under and by virtue of the
provisions of the laws of the State of California.
2. The Corporation filed Amended and Restated Articles of Incorporation
on June 20, 1997.
3. Paragraph (D) of of Article XIII of the Amended and Restated Articles
of Incorporation is amended to read in its entirety as follows:
(D) TERMINATION. This Article XIII shall have no applicability
and shall be of no force and effect, notwithstanding notations to
the contrary on any certificates evidencing ownership of any
securities of the Corporation, (i) on or after July 1, 2003 or
(ii) upon the occurrence of any transaction in which holders of
all outstanding shares of capital stock receive, or are offered
the opportunity to receive, cash, stock or other property for all
such shares and upon the consummation of which the acquirer will
own at least a majority of the outstanding shares of capital
stock.
4. The foregoing amendment of the Amended and Restated Articles of
Incorporation has been duly approved by the Board of Directors of the
Corporation.
5. The foregoing amendment of the Amended and Restated Articles of
Incorporation has been duly approved by the required vote of
shareholders in accordance with Section 902 of the General Corporation
Law of the State of California. The total number of outstanding shares
of Common Stock is 892,437; the total number of outstanding shares of
Preferred Stock is 792,379, all such shares consisting of Series A
Noncumulative Convertible Preferred Stock. The votes entitled to be
cast by the outstanding shares of Common Stock and Preferred Stock in
favor of the amendment equaled or exceeded the vote required. The
percentage vote required was more than 50% of the outstanding shares.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this Certificate are true
and correct of our own knowledge.
Date: May 2, 2000 [OFFICE OF THE SECRETARY OF STATE SEAL]
/s/ SCOTT A. MONTGOMERY /s/ JOSEPH W. KILEY III
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Scott A. Montgomery Joseph W. Kiley III
President and Chief Executive Vice President - Operations
Executive Officer and Chief Financial Officer
