<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities and Exchange Act of 1934
For the Quarter Ended Commission file number
September 30, 1996 0-13287
- ---------------------- ----------------------
CIVIC BANCORP
------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
California 68-0022322
- --------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2101 Webster Street, Oakland, California 94612
--------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (510) 836-6500
---------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of November 12, 1996: 4,515,883
The total number of pages in this form is 23
------
The index of exhibits appears on page 22
----
1
<PAGE>
CIVIC BANCORP
AND
SUBSIDIARY
<TABLE>
<CAPTION>
Index to Form 10-Q Page Number
-----------
<S> <C>
PART I
Item 1. Financial Statements
Consolidated Balance Sheets -
September 30, 1996, September 30, 1995
and December 31, 1995 3
Consolidated Statements of Operations -
Nine Months Ended September 30, 1996 and
and September 30, 1995 and Three Months Ended
September 30, 1996 and September 30, 1995 4-5
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1996 and
September 30, 1995 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
PART II. Other Information 17
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of
Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES 23
</TABLE>
2
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CIVIC BANCORP AND SUBSIDIARY
----------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(In thousands except shares)
<TABLE>
<CAPTION>
September 30, September 30, December 31,
1996 1995 1995
--------------- -------------- ------------
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 12,469 $ 13,453 $ 16,758
Federal funds sold 19,400 6,500 14,800
-------- -------- --------
Total cash and cash equivalents 31,869 19,953 31,558
Securities available for sale 26,751 10,039 10,021
Securities held to maturity
(market value of $45,901, $53,866
and $52,163, respectively) 45,611 53,294 51,199
Other securities 1,717 1,599 1,636
Loans:
Commercial 88,621 68,976 70,417
Real estate-construction 3,160 3,716 4,067
Real estate-other 56,628 58,773 61,752
Installment and other 19,316 17,557 18,460
-------- -------- --------
Total loans 167,725 149,022 154,696
Less allowance for loan losses 5,133 4,843 4,960
-------- -------- --------
Loans - net 162,592 144,179 149,736
Interest receivable and other assets 4,185 3,926 3,914
Leasehold improvements and equipment - net 1,563 1,864 1,730
Foreclosed assets 308 826 770
Other assets held for sale 275 297 275
-------- -------- --------
TOTAL ASSETS $274,871 $235,977 $250,839
========= ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing $ 65,358 $ 64,732 $73,149
Interest-bearing:
Checking 31,717 22,093 24,791
Money market 82,091 75,434 68,151
Time and savings 61,088 44,394 54,007
-------- -------- --------
Total deposits 240,254 206,653 220,098
Accrued interest payable and other liabilities 2,035 1,220 1,381
-------- -------- --------
Total liabilities 242,289 207,873 221,479
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock no par value; authorized,
10,000,000 shares; none issued or outstanding - - -
Common stock no par value; authorized,
10,000,000 shares; issued and outstanding,
4,515,883, 4,451,350 and 4,488,485 shares 31,423 36,488 36,751
Retained deficit - (8,396) (7,411)
Retained earnings, (subsequent to July 1,1996
date of quasi-reorganization, total deficit
eliminated $5.5 million) 1,050 - -
Net unrealized gain on securities
available for sale 109 12 20
-------- -------- --------
Total shareholders' equity 32,582 28,104 29,360
-------- -------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $274,871 $235,977 $250,839
======== ======== ========
</TABLE>
3
<PAGE>
CIVIC BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except shares and per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
----------------------------- ------------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans $ 4,209 $ 3,928 $ 12,394 $ 11,925
Securities available for sale,
securities held to maturity,
and other securities 949 1,064 2,807 3,169
Tax exempt securities 68 3 102 10
Federal funds sold 239 147 282 561
------------ ------------ ------------ ------------
Total interest income 5,465 5,142 15,585 15,665
INTEREST EXPENSE:
Deposits 1,417 1,215 3,654 3,823
Other borrowings - - 31 -
------------ ------------ ------------ ------------
Total interest expense 1,417 1,215 3,685 3,823
------------ ------------ ------------ ------------
NET INTEREST INCOME 4,048 3,927 11,900 11,842
Provision for loan losses 75 625 525 2,365
------------ ------------ ------------ ------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 3,973 3,302 11,375 9,477
------------ ------------ ------------ ------------
NONINTEREST INCOME:
Customer service fees 150 152 430 442
Other 18 69 95 386
------------ ------------ ------------ ------------
Total other income 168 221 525 828
NONINTEREST EXPENSES:
Salaries and employee benefits 1,475 1,436 4,500 4,347
Occupancy 251 253 753 747
Equipment 219 226 647 670
Goodwill and core deposit
amortization 64 72 193 215
Data processing services 59 62 184 210
FDIC insurance 1 (12) 2 240
Telephone and postage 62 65 188 195
Consulting fees 30 90 150 206
Legal fees 44 51 134 152
Marketing 52 42 168 161
Foreclosed asset expense 101 - 254 (45)
Other 298 333 942 1,082
------------ ------------ ------------ ------------
Total other expenses 2,656 2,618 8,115 8,180
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 1,485 905 3,785 2,125
Income tax expense 435 30 825 100
------------ ------------ ------------ ------------
NET INCOME $ 1,050 $ 875 $ 2,960 $ 2,025
============ ============ ============ ============
NET INCOME PER COMMON SHARE $0.23 $0.19 $0.64 $0.45
============ ============ ============ ============
Weighted average shares
outstanding to compute net
income per common share 4,630,746 4,526,584 4,603,160 4,508,405
============ ============ ============ ============
</TABLE>
4
<PAGE>
CIVIC BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended Sept. 30,
-------------------------------
1996 1995
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,960 $ 2,025
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for loan losses 525 2,365
Depreciation and amortization 597 1,546
Loss on sale of fixed assets 30 40
Loss (gain) on sale of foreclosed assets 43 (197)
Write-down of foreclosed assets 27 20
Decrease in deferred loan fees (149) (8)
Change in assets and liabilities:
(Increase)decrease in interest receivable and other
assets (464) 805
Increase in accrued interest payable
and other liabilities 654 36
------------- ------------
Net cash provided by operating activities 4,223 6,632
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (355) (275)
Expenditures on foreclosed assets - (23)
Proceeds from sales of foreclosed assets 467 436
Pay-down on other assets held for sale - 9
Net (increase) decrease in loans (13,307) 4,502
Activities in securities held to maturity:
Proceeds from maturing securities 14,098 10,014
Purchases of securities (8,392) (10,107)
Activities in securities available for sale:
Proceeds from maturing securities 10,000 15,307
Purchases of securities (26,752) (11,115)
------------- ------------
Net cash (used in) provided by investing activities (24,241) 8,748
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 173 21
Net increase(decrease) in deposits 20,156 (27,178)
------------- ------------
Net cash provided by(used in) financing activities 20,329 (27,157)
------------- ------------
Net increase(decrease) in cash and cash equivalents 311 (11,777)
Cash and cash equivalents at beginning of period 31,558 31,730
------------- ------------
Cash and cash equivalents at end of period $ 31,869 $ 19,953
============= ============
Cash paid during year for:
Interest $ 3,601 $ 3,726
Income taxes $ 1,322 $ 85
Supplemental schedule of noncash investing activity:
Loans transferred to foreclosed assets $ 75 $ 462
</TABLE>
5
<PAGE>
CIVIC BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The unaudited consolidated financial statements of Civic Bancorp and
subsidiary (the Company) have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q. In the opinion of
management, all adjustments necessary for a fair presentation of the
financial position, results of operations and cash flows for the
interim periods presented have been included. These unaudited
consolidated financial statements should be read in conjunction with
the Company's Annual Report on Form 10-K for the year ended December
31, 1995. The results of operations and cash flows are not necessarily
indicative of those expected for the year. Net income per share
computed on a primary and fully diluted basis is substantially the
same.
2. QUASI-REORGANIZATION
The Company's deficit retained earnings at June 30, 1996 were incurred
primarily as a result of substantial writedowns of real estate loans
and foreclosed assets in 1992 and 1993, and the conditions giving rise
to those losses have substantially changed. As a result, the Company
determined that it was appropriate to effect a quasi-reorganization
which was approved by the Company's Board of Directors on April 17,
1996 and by the shareholders on May 30, 1996, and became effective
July 1, 1996.
In a quasi-reorganization, assets and liabilities are restated to fair
values at the effective date. However, no adjustments were made to the
assets and liabilities of the Company since, in the opinion of
management, the book value of the Company's assets and liabilities
approximated fair value at July 1, 1996. As a part of a quasi-
reorganization, the deficit of $5.5 million in retained earnings was
eliminated against common stock (paid-in capital). Retained earnings
at September 30, 1996 and in the future will be dated to reflect only
the results of operations subsequent to the effective date of the
quasi-reorganization. Any future tax effects of the temporary
differences, operating loss and tax credit carryforward items which
arose prior to the effective date of the quasi-reorganization will be
reported as a direct credit/debit to common stock (paid-in capital) as
they are realized.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
RESULTS OF OPERATIONS
Certain statements in Management's Discussion and Analysis of
Financial Position and Results of Operations constitute "forward-
looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such "forward-looking" statements are
subject to known and unknown risks, uncertainties and other factors
which may cause the actual results, performance, or achievements of
the Company to be materially different from any
6
<PAGE>
future results, performance, or achievements expressed or implied by such
"forward-looking" statements.
OVERVIEW
For the nine months ended September 30, 1996, the Company reported net
income of $2,960,000, or $.64 per share compared to net income of
$2,025,000 or $.45 per share for the same period in 1995. The annualized
return on average assets was 1.61% for the nine months ended September 30,
1996 compared to 1.09% for the same period in 1995. The annualized return
on average shareholders' equity for the nine months ended September 30,
1996 and 1995 was 12.78% and 9.93%, respectively.
RESULTS OF OPERATIONS
Net interest income was consistent with the prior period at $11.9 million
and $11.8 million for the first nine months of 1996 and 1995, respectively.
Improvements in net interest income from changes in the mix of earning
assets and reduced volumes of paying liabilities were offset by a less
favorable interest rate environment in 1996 relative to 1995.
Total interest income for the first nine months of 1996 decreased to $15.6
million from $15.7 million for the same period in 1995. Average earning
assets for the first nine months of 1996 declined slightly to $227.1
million from $228.5 million for the same period of the prior year, however
the mix of earning assets improved during 1996 as average loans, as a
percentage of total average earning assets, increased to 72.3% from 64.8%
for the first nine months of 1995. The positive impact on interest income
from a shift in the mix of earning assets to higher yielding loans from Fed
Funds sold and investment securities was offset by the lower interest rate
environment in 1996, relative to 1995. The average rate earned on loans
declined to 10.37% for the first nine months of 1996 from 10.77% for the
same period of the prior year. The reference rate used by the Company to
price loan products decreased .50% to 8.25% at September 30, 1996 from a
reference rate of 8.75% at September 30, 1995.
Total interest expense declined to $3.7 million from $3.8 million for the
nine months ended September 30, 1995. The decline in interest expense is
attributed to the decline in the volume of interest bearing liabilities
offset by a higher average rate paid on those liabilities. Average interest
bearing liabilities declined to $145 million from $153 million for the
first nine months of 1996 and 1995, respectively, while the average rate
paid on interest bearing liabilities increased 5 basis points to 3.39% from
3.34% for the same periods, respectively.
The net interest margin increased to 7.00% for the first nine months of
1996 from 6.93% for the same period of 1995 and is primarily attributed to
the improved mix of earning assets and the decline in the volume of
interest bearing liabilities.
7
<PAGE>
The following table presents an analysis of the average balances, income
and expense and the average rates for interest-earning assets and interest-
bearing liabilities for the nine months ended September 30, 1996 and 1995.
<TABLE>
<CAPTION>
Nine months ended September 30,
-------------------------------------------------------------
1996 1995
----------------------------- ------------------------------
Interest Rates Interest Rates
Average Income\ Earned\ Average Income\ Earned\
Balance Expense/2/ Paid Balance Expense/2/ Paid
--------- --------- ------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Securities available for sale $ 10,832 $ 497 6.13% $ 10,577 $ 488 6.17%
Securities held for investment:
U.S. Treasury securities 10,799 495 6.12% 13,354 543 5.43%
U.S. Government agencies 33,241 1,711 6.88% 40,912 2,023 6.61%
Municipal securities /1/ 2,983 102 4.57% 202 10 6.35%
Commercial Paper 777 32 5.50% 1,082 51 6.30%
Other securities 1,648 72 5.84% 1,550 64 5.50%
Federal funds sold 7,278 282 5.18% 12,863 561 5.83%
Loans:/2/3/
Commercial 79,478 6,285 10.56% 68,055 5,718 11.23%
Real estate-construction 3,151 237 10.05% 4,892 376 10.28%
Real estate-other 59,506 4,546 10.20% 55,910 4,314 10.32%
Installment and other 17,492 1,326 10.13% 19,133 1,517 10.60%
--------- --------- ------- ---------- ---------- ------
Total Loans 159,627 12,395 10.37% 147,990 11,925 10.77%
--------- --------- ------- ---------- ---------- ------
Total Earning Assets 227,185 15,585 9.16% 228,530 15,665 9.16%
Cash and due from banks 16,832 15,789
Leasehold improvements and equipment-net 1,643 1,991
Interest receivable and other assets 3,531 4,346
Foreclosed assets 613 743
Assets held for sale 275 297
Less Allowance for Loan Loss (5,030) (3,684)
--------- ----------
TOTAL ASSETS $ 245,049 $ 248,012
========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Interest-bearing:
Checking $ 24,343 $ 172 0.94% $ 21,588 $ 190 1.18%
Money market 72,969 1,782 3.26% 85,128 2,076 3.26%
Time and savings 47,161 1,700 4.82% 46,321 1,557 4.50%
Other borrowed funds 745 31 5.59% - - -%
--------- --------- ------- ---------- ---------- ------
Total interest-bearing liabilities 145,218 3,685 3.39% 153,037 3,823 3.34%
Demand deposits 67,135 66,226
Other liabilities 1,809 1,559
Shareholders' equity 30,887 27,190
--------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 245,049 $ 248,012
========= ==========
Net Interest Income $ 11,900 $ 11,842
========= ==========
Net Interest Margin $ 245,049 7.00% $ 248,012 6.93%
========= ==== ========== ======
- ------------------------- ------ ---------------- ------- ------------------- ------- ------
</TABLE>
(1) Tax-exempt interest income has not been adjusted to a fully taxable
equivalent basis.
(2) Non-performing loans have been included in the average loan balances.
Interest income is included on non-accrual loans only to the extent cash
payments have been received.
(3) Interest income includes loan fees on commercial loans of $313,000 and
$321,000 for the nine month periods ended 1996 and and 1995, respectively; fees
on real estate loans of $343,000 and $244,000 for the nine month periods of 1996
and 1995, respectfully; and fees on installment and other loans of $25,000 and
$31,000 for the same periods of 1996 and 1995.
The following table sets forth changes in interest income and interest
expense for each major category of interest-earning assets and interest-
bearing
8
<PAGE>
liabilities, and the amount of change attributable to volume and rate
changes for the nine month period ended September 30, 1996.
<TABLE>
<CAPTION>
Analysis of Changes in Interest Income and Expense
Increase (Decrease) Due to Change in
1996 over 1995
Volume/1/ Rate /2/ Total
--------- ------------ --------
(In thousands)
<S> <C> <C> <C>
Increase (decrease) in interest income
Securities available for sale $ 12 $ (3) $ 9
Securities held to maturity:
U.S. Treasury securities (104) 56 (48)
U.S. government agency (379) 67 (312)
Municipal security /3/ 131 (39) 92
Commercial paper (14) (5) (19)
Other securities 3 5 8
Federal funds sold (244) (35) (279)
Loans:
Commercial 959 (392) 567
Real estate-construction (147) 8 (139)
Real estate-other 290 (58) 232
Installment and other (130) (61) (191)
--------- ------------ --------
Total loans 972 (503) 469
--------- ------------ --------
Total increase (decrease) $ 377 $ (457) $ (80)
(Increase) decrease in interest expense:
Deposits:
Interest-bearing checking $ 24 $ (42) $ (18)
Money market (296) 2 (294)
Savings and time 28 115 143
Other borrowed funds 31 0 31
--------- ------------ --------
Total (increase) decrease $ (213) $ 75 $ (138)
Total change in net interest income $ 590 $ (532) $ 58
</TABLE>
(1) Changes not solely attributed to rate or volume have been allocated
to volume.
(2) Loan fees are reflected in rate variances.
(3) Tax-exempt interest income has not been adjusted to a fully taxable
equivalent basis.
Provision for Loan Losses
The provision for loan losses for the nine months ended September 30, 1996
was $525,000, a decrease of $1.9 million from $2.4 million for the nine
months ended September 30, 1995. In the second quarter, 1995 the Company
made a special provision following the completion of a regular examination
by Federal Reserve Bank of San Francisco. The provision in 1996 reflects a
return to a normalized level.
9
<PAGE>
Non-Interest Income
Non-interest income for the nine months ended September 30, 1996 was
$525,000, a decrease of $303,000 or 36.6% from the nine months ended
September 30, 1995. The decrease in other income is attributed to non-
recurring transactions during the first nine months of 1995 which included
a gain on the sales of foreclosed assets of $72,000, the recovery of
$132,000 related to the sale of the mortgage division in September 1994,
and interest income of $58,000 allowed on an income tax refund.
Non-Interest Expense
Non-interest expense totaled $8.1 million and $8.2 million for the nine
months ended September 30, 1996 and 1995, respectively. Salaries and
employee benefits expense for the nine months ended September 30, 1996
increased $153,000 or 3.5% from September 30, 1995. Full time equivalent
personnel numbered 100 on September 30, 1996 compared to 113 on September
30, 1995. Included in salaries and employees benefits are management
incentive accruals which are based on the financial performance of the
Company and have increased $315,000 for the first nine months of 1996 as
compared to the same period of the prior year. For the nine months ended
September 30, 1996 the Company recorded foreclosed asset expenses of
$254,000 compared to expense recoveries of $45,000 for the same period of
the prior year associated with managing, maintaining and liquidating
foreclosed assets. FDIC insurance expense declined $238,000 for the nine
months ended September 30, 1996 from $240,000 for the same period of the
prior year due to a reduction in the assessment rate.
The following table summarizes the significant components of noninterest
expense for the dates indicated:
<TABLE>
<CAPTION>
Noninterest Expense
----------- -------- --------- --------
Sept. 30 Sept. 30 Dollar %
(Dollars in thousands) 1996 1995 Change Change
----------- -------- --------- --------
<S> <C> <C> <C> <C>
Salaries and related benefits........... $4,500 $4,347 $153 3.5%
Occupancy............................... 753 747 6 0.8%
Equipment............................... 647 670 (23) -3.4%
Goodwill and core deposit amortization.. 193 215 (22) -10.2%
Data processing services................ 184 210 (26) -12.4%
FDIC insurance.......................... 2 240 (238) -99.2%
Telephone and postage................... 188 195 (7) -3.6%
Consulting fees......................... 150 206 (56) -27.2%
Legal fees.............................. 134 152 (18) -11.8%
Marketing............................... 168 161 7 4.3%
Foreclosed asset expenses............... 254 (45) 299 664.4%
Other................................... 942 1,082 (140) -12.9%
------ ------ ---- -----
TOTAL NONINTEREST EXPENSE............... $8,115 $8,180 ($65) -0.8%
====== ====== ==== =====
</TABLE>
10
<PAGE>
Provision for Income Taxes
The provision for income taxes for the first nine months of 1996 increased
to $825,000 from $100,000 for the same period of the prior year of which
$435,000 was recorded in the third quarter. Beginning July 1, 1996, the
effective date of the quasi-reorganization, the future tax effects of
temporary differences, operating loss, and tax carryforward items which
arose prior to the effective date of the quasi-reorganization are being
reported as a direct adjustment to common stock.
FINANCIAL CONDITION
Loans
Average loans increased $11.6 million or 7.8% to $159.6 million for the
nine months ended September 30, 1996 from $148.0 million for the same
period in 1995. The increase in average loans is attributed to an improving
economy and an overall increase in loan demand.
The investment in real estate construction loans, as a percentage of total
loans, was 1.9% at September 30, 1996 compared to 2.5% the prior year. The
relatively low level of real estate construction loans reflects
management's decision to curtail real estate construction lending because
the risks associated with construction loans are generally higher than
those of other forms of lending.
Other real estate loans consist of mini-perm loans and land acquisition
loans which are primarily owner occupied and are generally granted based on
the rental or lease income stream generated by the property.
The following table sets forth the amount of loans outstanding in each
category and the percentage of total loans outstanding for each category at
the dates indicated.
<TABLE>
<CAPTION>
September 30, December 31, September 30,
----------------------- -------------------------- ----------------------
1996 1995 1995
----------------------- -------------------------- ----------------------
Amount Percent Amount Percent Amount Percent
----------- ---------- ----------- ------------ ---------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Commercial............................ $88,621 52.8% $70,417 45.5% $68,976 46.3%
Real estate - construction............ 3,160 1.9% 4,067 2.6% 3,716 2.5%
Real estate - other................... 56,628 33.8% 61,752 39.9% 58,773 39.4%
Installment and other................. 19,316 11.5% 18,460 11.9% 17,557 11.8%
----------- ---------- ----------- ------------ ---------- ----------
TOTAL............................... $167,725 100.0% $154,696 100.0% $149,022 100.0%
=========== ========== =========== ============ ========== =========
</TABLE>
Non-Performing Assets
11
<PAGE>
The following table provides information with respect to the Company's non-
performing assets at the dates indicated.
<TABLE>
<CAPTION>
Sept. 30 Dec. 31 Sept. 30
1996 1995 1995
-------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C>
Loans 90 days or more past due and still accruing $ 151 $ 325 $ 627
Non-accrual loans................................ 3,200 2,859 2,956
Other assets held for sale....................... 275 275 297
Foreclosed assets................................ 308 770 826
------ ------ ------
Total non-performing assets.................... $3,934 $4,229 $4,706
====== ====== ======
Non-performing assets to period end loans,
other assets held for sale plus foreclosed asse 2.34% 2.70% 3.13%
======= ======= =======
</TABLE>
At September 30, 1996, the recorded investment in loans considered to be
impaired under SFAS No. 114 was $3,200,000, all of which were on a non-
accrual status. Included in this amount are $233,000 of impaired loans for
which the related allowance for loans losses is $218,000, and $2,967,000 of
impaired loans which approximate the fair value of the supporting
collateral and accordingly do not have an associated allowance for loan
losses. For the nine months ended September 30, 1996, the average recorded
investment in impaired loans was $2.9 million and no income was recognized
on impaired loans. If interest income on those loans had been recognized,
such income would have approximated $261,000.
Allowance for Loan Losses
The allowance for loan losses is maintained at a level that management of
the Company considers to be adequate for losses that can be reasonably
anticipated and for the risk of future losses inherent in the loan
portfolio. In assessing the adequacy of the allowance for loan losses,
management relies on its ongoing review of the loan portfolio to identify
potential problem loans in a timely manner, ascertain whether there are
probable losses which must be charged off and assess the aggregate risk
characteristics of the portfolio. Factors which influence management's
judgment include the impact of forecasted economic conditions, historical
loan loss experience, the evaluation of risks which vary with the type of
loan, creditworthiness of the borrower and the value of the underlying
collateral.
Analysis of the Allowance for Loan Losses
The following table summarizes changes in the allowance for loan losses for
the periods indicated:
12
<PAGE>
<TABLE>
<CAPTION>
Nine Months Year Nine Months
Ended Ended Ended
9-30-96 12-31-95 9-30-95
-------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C>
Balance, at beginning of period......... $4,960 $3,216 $3,216
Charge-offs:
Commercial............................ 95 188 98
Real estate - construction............ 270 884 884
Real estate - other................... 175 33 -
Installment and other................. 126 310 228
------- ------- ------
Total charge-offs................... 666 1,415 1,210
Recoveries:
Commercial............................ 125 336 278
Real estate - construction............ 54 144 114
Real estate - other................... 122 34 7
Installment and other................. 13 80 73
------ ------- -------
Total recoveries.................... 314 594 472
------- ------- ------
Net charge-offs......................... 352 821 738
Provision charged to operations......... 525 2,565 2,365
------- ------- ------
Balance, at end of period............... $5,133 $4,960 $4,843
======= ====== ======
Ratio of net charge-offs to average
loans (annualized).................... 0.29% 0.55% 0.66%
====== ======= =======
</TABLE>
The balance in the allowance for loan losses at September 30, 1996 was $5.1
million or 3.06% of total loans compared to $4.8 million or 3.25% at
September 30, 1995. Management believes the coverage of the allowance for
loan losses to non-performing loans and the overall portfolio was adequate
at September 30, 1996 based upon the detailed review of the loan portfolio.
Potential Problem Loans
At September 30, 1996 there were no loans classified for regulatory
purposes as loss, doubtful, substandard or special mention that have not
been disclosed in the discussion above that (i) represented or resulted
from trends or uncertainties which management anticipated would have a
material impact on future operating results, liquidity, capital resources
or (ii) represented material credits about which management was aware of
information that would cause serious doubt as to the ability of the
borrower to comply with the loan repayment terms.
Investment Portfolio
The Company's investment portfolio is used primarily for liquidity purposes
and secondarily for investment income. The portfolio is primarily composed
of U.S. Treasury and U.S. government agency instruments and investment
grade municipal obligations. The Company has increased its investment in
municipal securities to
13
<PAGE>
benefit from the higher after-tax yields available on bank-qualified
municipal securities.
The table below summarizes the book value and estimated market values of
investment securities at the dates indicated.
<TABLE>
<CAPTION>
September 30,
---------------------------------------------
1996 1995
-------------------- ---------------------
Book Market Book Market
Value Value Value Value
-------- --------- --------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C>
SECURITIES HELD TO MATURITY:
U.S. Treasury securities........... $10,850 $10,847 $10,724 $10,760
U.S. government agencies and
corporation...................... 26,042 26,361 42,391 42,919
Municipal securities............... 8,585 8,558 - -
Collateralized mortgage obligations 134 135 179 187
------- ------- ------- -------
TOTAL............................ $45,611 $45,901 $53,294 $53,866
======= ======= ======= =======
SECURITIES AVAILABLE FOR SALE:
U.S. Treasury securities........... $12,046 $12,130 $ 4,994 $ 4,989
U.S. government agencies and
corporation...................... 14,596 14,621 5,033 5,050
------- ------- ------- -------
TOTAL............................ $26,642 $26,751 $10,027 $10,039
======= ======= ======= =======
</TABLE>
Deposits
For the nine months ended September 30, 1996, average deposits totaled
$211.6 million, a decrease of $7.7 million or 3.6% from $219.3 million for
the same period in 1995. Management attributes the decline in deposits,
particularly money market deposits, to increased competition and
availability of nondeposit products such as mutual funds.
The table below sets forth information regarding trends in the Bank's
average deposits by amount and percentage of deposits for the nine months
ended September 30, 1996 and 1995.
<TABLE>
<CAPTION>
Average Deposits
------------------------------------------
Nine Months Ended September 30,
------------------------------------------
1996 1995
-------- ---------- -------- ----------
Amount Percentage Amount Percentage
-------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Demand accounts............. $ 67,135 31.7% $66,226 30.2%
Interest-bearing checking... 24,343 11.5% 21,588 9.8%
Money market................ 72,969 34.5% 85,128 38.8%
Savings and time............ 47,161 22.3% 46,321 21.1%
-------- ------ -------- ------
Total.................. $211,608 100.0% $219,263 100.0%
======== ===== ======== =====
</TABLE>
14
<PAGE>
Certificates of deposit over $100,000 or more are generally considered a
higher cost and less stable form of funding than lower denomination
deposits and may represent a greater risk of interest rate and volume
volatility than small retail deposits.
Time certificates of deposit over $100,000 or more at September 30, 1996
had the following schedule of maturities:
<TABLE>
<CAPTION>
(In thousands) September 30, 1996
-------------------
<S> <C>
Three months or less $17,993
After three months through six months 5,404
After six months through twelve months 12,332
After twelve months 665
-------
Total $36,394
=======
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
Liquidity management refers to the Bank's ability to acquire funds to meet
loan demand, fund deposit withdrawals and to service other liabilities as
they come due. To augment liquidity, the Bank has informal Federal Funds
borrowing arrangements with correspondent banks totaling $24.0 million,
maintains a credit arrangement with the Federal Reserve Bank of San
Francisco for open window borrowing and is a member of the Federal Home
Loan Bank of San Francisco and through such membership has the ability to
pledge qualifying collateral for short term (up to six months) and long
term (up to five years) borrowing. At September 30, 1996 there were no
outstanding advances.
Additionally, at September 30, 1996, unpledged U.S. government securities
that are available to secure additional borrowing in the form of reverse
repurchase agreements totaled approximately $54.6 million. At September 30,
1996 and 1995, the Bank had no outstanding borrowings against these
arrangements.
The liquidity position of the Company was consistent with the beginning of
the year as cash flows required for investing activities were satisfied by
financing and operating activities. Cash and cash equivalents of $24.2
million were required to accommodate the growth in loans and investment
securities. Deposit growth provided $20.3 million of cash and cash
equivalents and operating activities provided an additional $4.2 million of
cash and cash equivalents.
The liquidity position of the Company may be expressed as a ratio defined
as (a) cash, federal funds sold, other unpledged short term investments and
marketable securities, including those maturing after one year, (b) divided
by total assets less pledged securities. Using this definition at September
30, 1996, the Company had a liquidity ratio of 36.5% as compared to 35.3%
at December 31,
15
<PAGE>
1995. The increase in liquidity position reflects the increase in unpledged
securities.
Capital Resources
Total shareholders' equity increased to $32.6 million at September 30, 1996
from $29.4 million at December 31, 1995 reflecting the addition to capital
of $173,000 from the exercise of employee stock options, retained income of
$2,960,000 and by the change in the unrealized gain on securities available
for sale.
The Company and the Bank are subject to capital adequacy guidelines issued
by the Federal Reserve Board which require a minimum risk-based capital
ratio of 8%. At least 4% must be in the form of "Tier 1" capital and
consists of common equity, non-cumulative perpetual preferred stock and
minority interests in the equity accounts of consolidated subsidiaries.
"Tier 2" capital consists of cumulative and limited-life preferred stock,
mandatory convertible securities, subordinated debt and, subject to certain
limitations, (no more than 1.25% of risk-weighted assets) the allowance for
loan losses.
At September 30, 1996, the Company's risk-based capital ratio was 16.90%.
The following table presents the Company's risk-based capital and leverage
ratios as of September 30, 1996 and December 31, 1995.
<TABLE>
<CAPTION>
RISK-BASED CAPITAL RATIOS
------------------------------------
(Dollars in thousands)
September 30, 1996 December 31, 1995
------------------ -----------------
Amount Ratio Amount Ratio
------------------ -----------------
<S> <C> <C> <C> <C>
Company Capital Ratios:
Tier 1 Capital $ 31,364 16.90% $ 28,102 16.04%
Tier 1 minimum requirement 7,424 4.00% 7,008 4.00%
-------- ----- -------- -----
Excess $ 23,940 12.90% $ 21,094 12.04%
======== ===== ======== =====
Total Capital $ 33,719 18.17% $ 30,292 17.29%
Total Capital minimum
requirement 14,849 8.00% 14,016 8.00%
-------- ----- -------- -----
Excess $ 18,870 10.17% $ 16,276 9.29%
======== ===== ======== =====
Risk-adjusted assets $185,611 $175,194
======== ========
Leverage ratio 11.20% 10.99%
Leverage ratio minimum 4.00% 4.00%
----- -----
Leverage ratio excess 7.20% 6.99%
===== =====
</TABLE>
16
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities
On October 16, 1996, the Board of Directors of the Company
amended the Company's bylaws to (i) require shareholders to give,
and establish procedures for giving, advance notice of the
nomination of candidates for the Board of Directors, other than
persons nominated by the Company's nominating committee, and (ii)
impose certain qualification requirements (primarily lack of
affiliation with another financial institution operating or
intending to operate in the Company's general service area). The
changes are set forth in new sections 3.19 and 3.20 of the
Company's bylaws.
On October 16, 1996, the Board of Directors of Civic BanCorp
(the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common
stock, no par value (the "Common Shares"), of the Company. The
dividend is payable on November 22, 1996 (the "Record Date") to
shareholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-hundredth
of a share of Series A Junior Participating Preferred Stock, no
par value (the "Preferred Shares"), of the Company at a price of
$35.00 per one one-hundredth of a Preferred Share (the "Purchase
Price"), subject to adjustment. The description and the terms of
the Rights are set forth in a Rights Agreement dated as of
November 8, 1996 (the "Rights Agreement") between the Company and
ChaseMellon Shareholder Services L.L.C., as rights agent (the
"Rights Agent").
Initially, the Rights will be attached to all certificates
representing Common Shares then outstanding, regardless of
whether any such certificate has a copy of this Summary of Rights
attached thereto, and no separate Rights Certificate will be
distributed. The Rights will separate from the Common Shares and
a Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of
affiliated or associated persons (other than a person or such a
group that beneficially owned 10% or more of the outstanding
Common Shares and made all filings under Federal securities and
banking laws with respect to such beneficial ownership by
November 8, 1996) (an "Acquiring Person") have acquired
beneficial ownership of 10% or more of the outstanding Common
Shares, or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior
17
<PAGE>
to such time as any Person becomes an Acquiring Person) following
the commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of 10% or
more of such outstanding Common Shares (unless the Company's
Board of Directors has approved the offer).
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Share certificates
issued after the Record Date, upon transfer or new issuance of
Common Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for
transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of this
Summary of Rights being attached thereto, will also constitute
the transfer of Rights associated with the Common Shares
represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the
Rights ("Rights Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the
Distribution Date and such separate Rights Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on October 31, 2006 (the "Final Expiration
Date"), unless the Rights are earlier redeemed or exchanged by
the Company, in each case as described below.
The Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred
Shares with a conversion price, less than the then current market
price of the Preferred Shares or (iii) upon the distribution to
the holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred
Shares) or of subscription rights or warrants (other than those
referred to above).
18
<PAGE>
The number of outstanding Rights and the number of one one-
hundredths of a Preferred Share issuable upon exercise of each
Right are also subject to adjustment in the event of a stock
split of the Common Shares of a stock dividend payable in Common
Shares or a subdivision, consolidation or combination of the
Common Shares occurring, in any such case, prior to the
Distribution Date.
Preferred Shares purchasable upon the exercise of the Rights
will not be redeemable. Each Preferred Share will be entitled to
a minimum preferential dividend payment of 100 times the dividend
declared per Common Share. In the event of liquidation, the
holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100.00 per share but will be
entitled to an aggregate payment of 100 times the payment made
per Common Share. Each Preferred Share will have 100 votes,
voting together with the Common Shares. Finally, in the event of
any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. These
rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth
interest in a Preferred Share purchasable upon exercise of each
Right should approximate the value of one Common Share.
In the event that (i) any person or group of affiliated or
associated persons (other than a person or such a group that, as
of November 8, 1996, beneficially owned 10% or more of the
outstanding Common Shares and made all filings under the Federal
securities and banking laws with respect to such beneficial
ownership) becomes the beneficial owner of 10% or more of the
outstanding Common Shares (unless such person first acquires 10%
or more of the outstanding Common Shares by a purchase pursuant
to a tender offer for all the Common Shares which the independent
directors determine to be fair to and otherwise in the best
interests of the Company and its shareholders, employees,
customers and communities in which the Company does business or
through other purchases that have been approved by the
directors), or (ii) during such time as there is an Acquiring
Person, there shall be a reclassification of securities or a
recapitalization or reorganization of the Company or other
transaction or series of transactions involving the Company which
has the effect of increasing by more than 1% the proportionate
share of the outstanding shares of any class of equity securities
of the Company or any of its subsidiaries beneficially owned by
the Acquiring Person (each a "flip-in" event), proper provision
shall be made so that each holder of a Right, other than the
Rights
19
<PAGE>
beneficially owned by the Acquiring Person (which will thereafter
be void), will thereafter have the right to receive upon exercise
that number of Common Shares (or, in the event that there are
insufficient authorized Common Shares, substitute consideration
such as cash, property, or other securities of the Company, such
as Preferred Stock) having a market value of two times the
exercise price of the Right. In the event the Company is acquired
in a merger or other business combination transaction or 50% or
more of its consolidated assets or earning power are sold (a
"flip-over event"), proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon
the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the acquiring
company which at the time of such transaction will have a market
value of two times the exercise price of the Right.
At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10%
or more of the outstanding Common Shares, and prior to the
acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person
or group which have become void), in whole or in part, at an
exchange ratio of one Common Share, or one one-hundredth of a
Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Preferred Shares will be issued (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share,
which may, at the election of the Company, be evidenced by
depository receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on
the last trading day prior to the date of exercise.
At any time before a person becomes an Acquiring Person, the
Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $0.001 per Right (the "Redemption
Price"). After the redemption period has expired, the Company's
rights of redemption may be reinstated if, prior to competition
of certain recapitalizations, mergers and other business
combinations, an Acquiring Person reduces its beneficial
ownership to less than 10% of the outstanding Common Shares in a
transaction or series of transactions not involving the Company.
The redemption of the
20
<PAGE>
rights may be made effective at such time, on such basis and with
such conditions as the Board of Directors in its sole discretion
may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of
the Rights, including an amendment to lower certain thresholds
described above to not less than the greater of (i) any
percentage greater than the largest percentage of the outstanding
Common Shares then known to the Company to be beneficially owned
by any person or group of affiliated or associated persons
(unless such person or group is excluded from the effect of such
reduction) and (ii) 10% except that from and after such time as
any person becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder of a Right will not,
by reason of being such a holder, have rights as a shareholder of
the Company, including, without limitation, the right to vote or
receive dividends.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to the Company's
Registration Statement on Form 8-A. A copy of the Rights
Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights
Agreement.
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
21
<PAGE>
Exhibit
Number Exhibit
- ---------- -------
3.2 Certificate of Determination for Series A Junior Participating
Preferred Shares, incorporated by reference from exhibits to the
Company's registration statement on Form 8-A filed on or about
November 12, 1996
3.3 New sections 3.19 and 3.20 of the company's Bylaws
3.4 Bylaws of the Company as amended to October 16, 1996
4 Rights Agreement between the Company and ChaseMellon Shareholder
Services LLC dated November 8, 1996, including Rights Certificate
attached thereto as an exhibit, incorporated by reference from
exhibits to the Company's registration statement on Form 8-A
filed on or about November 12, 1996
27 Financial Data Schedule
22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized and in the capacity indicated.
CIVIC BANCORP
-------------
(Registrant)
Date: November 12, 1996 By: /s/ Herbert C. Foster
-----------------------------------
Herbert C. Foster
President
Chief Executive Officer
23
<PAGE>
EXHIBIT 3.3
PROPOSED RESOLUTIONS OF THE
BOARD OF DIRECTORS OF
CIVIC BANCORP
WHEREAS, it is in the best interests of the Company and its shareholders to
require that any nomination of a candidate for the board of directors be made in
advance of a shareholders' meeting at which directors are to be elected, and
such a requirement can be adopted by an amendment to the Company's Bylaws:
NOW THEREFORE, BE IT RESOLVED that the Company's Bylaws are hereby amended
to add a new Section 3.19 to read as follows:
"SECTION 3.19. NOMINATIONS FOR ELECTION OF DIRECTORS. Nominations
-------------------------------------
for election of members of the Board of Directors may be made by the Board
of Directors (or the nominating committee of the Board of Directors) or by
any holder of any outstanding class of capital stock of the corporation
entitled to vote for the election of Directors. Notice of Intention to
make any nominations (other than by the Board of Directors or its
nominating committee) must be made in writing and be delivered or mailed to
the President of the corporation by the later of the close of business:
(i) 90 days prior to any meeting of shareholders at which Directors will be
elected or (ii) in case of an annual meeting of shareholders, not later
than 90 days before the anniversary of the previous year's annual meeting.
Such notification must contain the following information to the extent
known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee;
(c) the number of shares of capital stock of the corporation owned by each
proposed nominee; (d) the name and residence address (or business address,
if the notifying shareholder is not a natural person) of the notifying
shareholder; (e) the number of shares of capital stock of the corporation
owned by the notifying shareholder; (f) the numbers of shares of capital
stock of any bank, bank holding company, savings and loan association or
other depository institution owned beneficially by the nominee and by the
notifying shareholder and the identities and locations of any such
institutions; (g) whether the proposed nominee has ever been convicted of
or pleaded nolo contendere to any criminal offense involving dishonesty or
breach of trust, filed a petition in bankruptcy or been adjudged bankrupt;
and (h) a statement regarding the nominee's compliance with Article Three,
Section 3.20 of these Bylaws. The notification shall be signed by the
nominating shareholder and by each nominee, and shall be accompanied by a
written consent to such nomination from each proposed nominee. Nominations
not made in accordance with these procedures shall be disregarded by the
Chairman of the meeting, and upon his instructions, the inspectors of
election shall disregard all votes cast for each such nominee. The
foregoing requirements do not apply to the nomination of a person to
replace a proposed nominee who has become unable to serve as a Director
between the
<PAGE>
last day for giving notice in accordance with this paragraph and the date
of election of Directors if the procedure called for in this paragraph was
followed with respect to the nomination of the proposed nominee. A copy of
Article Three, Section 3.19 of these Bylaws will be provided to any
shareholder upon receipt of a written request therefore, addressed to the
President of the corporation."
RESOLVED FURTHER, that the officers of this Company be, and they hereby
are, authorized and directed to take such other actions as are necessary and
appropriate to carry out the purpose and intent of these resolutions.
2
<PAGE>
PROPOSED RESOLUTIONS OF THE
BOARD OF DIRECTORS OF
CIVIC BANCORP
WHEREAS, it is in the best interest of the Company and its shareholders to
set forth appropriate standards for service as a member of the Board of
Directors of this Company, including lack of actual or potential conflicts of
interest and a significant investment in the common stock of the Company; and
WHEREAS, appropriate qualifications may be adopted by the addition of a new
section to the Company's Bylaws;
NOW THEREFORE, BE IT RESOLVED that the Company's Bylaws are hereby amended
to add a new Section 3.20 to read as follows:
"SECTION 3.20. QUALIFICATIONS OF DIRECTORS. No person shall be a
---------------------------
member of the Board of Directors (a) who is a director, officer, employee,
agent, nominee, attorney or other representative for any other financial
institution, lender or bank holding company, or affiliate or subsidiary
thereof, engaged in business or that proposes to engage in business,
directly or through any parent company, subsidiary or affiliate, in
California or Nevada, or (b) who has, or has been or is the nominee of
anyone who has, any contract, arrangement or understanding with any other
financial institution, lender or bank holding company, or affiliate or
subsidiary thereof, engaged in business or that proposes to engage in
business, directly or through any parent company, subsidiary or affiliate,
in California or Nevada, or with any officer, director, employee, agent,
nominee, attorney or other representative thereof, pursuant to which he or
she will disclose or in any way utilize information obtained as a director
for purposes other than for the benefit of this corporation or that he or
she will, directly or indirectly, attempt to effect or encourage any action
of this corporation for the benefit of any person or entity other than this
corporation, or (c) who has not owned at least $1,000 fair market value of
the corporation's Common Stock for at least 90 days prior to the date of
his or her election as a director.
Subparagraph (c) shall not apply to an individual hired by the
corporation's Board of Directors to be President and Chief Executive
Officer of this corporation until such time as that individual has been
employed by the corporation for a period of two years.
The Board of Directors of this corporation or a committee thereof,
shall make the determination whether any person who seeks to become a
director complies with the provisions of this Section 3.20."
<PAGE>
RESOLVED FURTHER, that the requirements set forth in proposed Section
3.20 of the Bylaws (a) are reasonable as they will assist in the prevention of
any potential conflicts of interest between the interests of a director of this
Company and the Company;
RESOLVED FURTHER, that the requirements set forth in proposed Section
3.20 of the Bylaws are reasonable as they prevent an individual who would
otherwise have conflicts of interest with the interests of the Company from
using a nominee to evade the provisions of proposed Section 3.20 of the Bylaws
or to use confidential information which may be discussed at meetings of the
Company's Board of Directors for a committee thereof for their own purposes; and
RESOLVED FURTHER, the requirements set forth in proposed Section 3.20
of the Bylaws are reasonable as they establish a minimum ownership of the
Company's Common Stock and duration of ownership in order to insure that a
member of the Company's Board of Directors has minimum sufficient ownership that
their interests are common to those of the shareholders of the Company and that
they will properly exercise their fiduciary duties as a director of the Company;
and
RESOLVED FURTHER, that officers of this Company be, and they hereby
are, authorized and directed to take such actions as are necessary and
appropriate to carry out the purpose and intent of these resolutions.
<PAGE>
BYLAWS OF
CIVIC BANCORP
ARTICLE ONE
OFFICES
-------
SECTION 1.01. PRINCIPAL OFFICES. The Board of Directors shall fix the
------------------
location of the principal office for the transaction of the business of the
corporation at any location within or outside the State of California.
SECTION 1.02. OTHER OFFICES. The Board of Directors may at any time
--------------
establish branch or subordinate offices at any place or places specified by the
Board of Directors.
ARTICLE TWO
MEETINGS OF SHAREHOLDERS
------------------------
SECTION 2.01. PLACE OF MEETINGS. Meetings of shareholders shall be held
------------------
at any place within or outside the State of California designated by the Board
of Directors. In the absence of any such designation, shareholders' meetings
shall be held at the principal executive office of the corporation.
SECTION 2.02. ANNUAL MEETING. The annual meeting of shareholders shall
---------------
be held on the first Thursday in May of each year at 4:00 p.m. If this date
falls on a legal holiday, the meeting shall be held at the same time and place
on the next succeeding full business day. At each annual meeting Directors shall
be elected, and any other proper business may be transacted.
SECTION 2.03. SPECIAL MEETING. A special meeting of the shareholders
----------------
may be called at any time by the Board of Directors, or by the Chairman of the
Board, or by the President, or by one or more shareholders holding shares in the
aggregate entitled to cast not less than 10% of the votes at that meeting.
If a special meeting is called by any person or persons other than the
Board of Directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the chairman of the board, the president, any
vice president, or the secretary of the corporation. The officer receiving the
request shall cause notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Sections 2.04 and 2.05 of Article
Two, that a meeting will be held at the time requested by the person or
<PAGE>
persons calling the meeting; provided, however, that the meeting must be
scheduled during normal business hours on a regular business day. The date of
the meeting shall be not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given within twenty
(20) days after receipt of the request, the person or persons requesting the
meeting may give the notice.
SECTION 2.04. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of
---------------------------------
meetings of shareholders shall be sent or otherwise given in accordance with
Section 2.05 of this Article Two not less than ten (10) days (or, if sent by
third-class mail, thirty (30) days) nor more than sixty (60) days before the
date of the meeting. The notice shall specify the place, date and hour of the
meeting and in the case of the annual meeting, those matters which the Board of
Directors, at the time of giving the notice, intends to present for action by
the shareholders. Notice of a special meeting shall specify the general nature
of the business to be transacted, and no other business may be transacted at
such meeting. The notice of any meeting at which Directors are to be elected
shall include the name of any nominee or nominees whom, at the time of the
notice, management intends to present for election.
If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a Director has a direct or indirect financial
interest, pursuant to section 310 of the Corporations Code of California, (ii)
an amendment of the Articles of Incorporation, pursuant to section 902 of that
Code, (iii) a reorganization of the corporation, pursuant to section 1201 of
that Code, (iv) a voluntary dissolution of the corporation, pursuant to section
1900 of that Code, or (v) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares pursuant to section 2007 of that
Code, the notice shall also state the general nature of that Proposal.
SECTION 2.05. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of
---------------------------------------------
any meeting of shareholders shall be given either personally or by first-class
mail, or, if the corporation has outstanding shares held of record by five
hundred (500) or more persons (determined in accordance with Section 605 of the
California General Corporation Law) on the record date for the meeting by third-
class mail, or by other means of written communication, charges prepaid,
addressed to the shareholder at the address of that shareholder appearing on the
books of the corporation or given by the shareholder to the corporation for the
purpose of notice. If no such address appears on the corporation's books or is
given, notice shall be deemed to have been given if sent to that shareholder by
mail or other means of written communication to the corporation's principal
executive office, or if published at least once in a newspaper of general
circulation in the county where that office is located. Notice shall be deemed
to have been given at the time when delivered personally or deposited in the
mail or sent by other means of written communication.
If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the shareholder
at that address, all future notices or reports shall be deemed to have been duly
given without further mailing if these shall be available to the shareholder on
written demand of the shareholder at the principal executive office of the
corporation for a period of one year from the date of the giving of the notice.
A declaration or affidavit of the mailing or other means of giving any
notice of any shareholder's meeting shall be executed by the secretary,
assistant secretary, or any transfer agent of
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the corporation giving the notice, shall be filed and maintained in the minute
book of the corporation, and shall be prima facie evidence of the giving of the
notice. ----- -----
SECTION 2.06. QUORUM. The presence in person or by proxy of the
-------
holders of a majority of the shares entitled to vote at any meeting of
shareholders shall constitute a quorum for the transaction of business. The
shareholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, provided that any
action taken (other than adjournment) must be approved by at least a majority of
the shares required to constitute a quorum.
SECTION 2.07. ADJOURNED MEETING; NOTICE. Any shareholders' meeting,
--------------------------
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of the majority of the shares represented at that
meeting, either in person or by proxy, but in the absence of a quorum, no other
business may be transacted at that meeting, except as provided in Section 2.06
of this Article Two.
When any meeting of shareholders, either annual or special, is adjourned
to another time or place, notice need not be given of the adjourned meeting if
the time and place are announced at a meeting at which the adjournment is taken,
unless a new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than forty-five (45) days from the date set for the
original meeting, in which case the Board of Directors shall set a new record
date. Notice of any such adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 2.04 and 2.05. At any adjourned meeting, the corporation
may transact any business which might have been transacted at the original
meeting.
SECTION 2.08. VOTING. The shareholders entitled to vote at any meeting
-------
of shareholders shall be determined in accordance with the provisions of Section
2.11 of Article II, subject to the provisions of Sections 702 to 704 of the
Corporations Code of California (relating to voting shares held by a fiduciary,
in the name of a corporation, or in joint ownership). The shareholders' vote
may be by voice vote or by ballot; provided, however, that any election for
directors must be by ballot if demanded by any shareholder before the voting has
begun. On any matter other than elections of directors, any shareholder may
vote part of the shares in favor of the proposal and refrain from voting the
remaining shares or vote them against the proposal, but, if the shareholder
fails to specify the number of shares which the shareholder is voting
affirmatively, it will be conclusively presumed that the shareholder's approving
vote is with respect to all shares that the shareholder is entitled to vote. If
a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on any matter (other than the
election of directors) shall be the act of the shareholders, unless the vote of
a greater number or voting by classes is required by California General
Corporation Law or by the Articles of Incorporation.
At a shareholders' meeting at which directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e., cast for any one or more
candidates a number of votes greater than the number of the shareholder's
shares) unless the candidates' names have been placed in nomination prior to
commencement of the voting and a shareholder has given notice prior to
commencement of the voting of the shareholder's intention to cumulate votes. If
any shareholder has given such a notice, then every shareholder entitled to vote
may cumulate votes for candidates in nomination and give one candidate a number
of votes equal to the number of directors to be elected multiplied by the
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number of votes to which that shareholder's shares are normally entitled, or
distribute the shareholder's votes on the same principle among any or all of the
candidates, as the shareholder thinks fit. The candidates receiving the highest
number of votes, up to the number of directors to be elected. shall be elected.
SECTION 2.09. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. No
---------------------------------------------------
defect in the calling or noticing of a shareholders' meeting will affect the
validity of any action at the meeting if a quorum was present, and if each
shareholder not present in person or by proxy signs, before or after the
meeting, a written (i) waiver of notice; (ii) consent to the holding of the
meeting; or (iii) approval of the minutes, and such waivers, consents, or
approvals are filed with the corporate records or made a part of the minutes of
the meeting. Attendance of a person at a meeting shall constitute a waiver of
notice of and presence at such meeting, except when the person objects, at the
beginning of the meeting, to the transaction of any business because the meeting
- ---------
is not lawfully called or convened and except that attendance at a meeting is
not a waiver of any right to object to the consideration of matters required by
these bylaws or by the California General Corporation Law to be included in the
notice if such objection is expressly made at the meeting. If any action is
taken or proposed to be taken for approval of any of those matters specified in
paragraph two of Section 2.04 of Article Two, then the waiver or consent must
state the general nature of the proposal. Otherwise, the waiver or consent need
not specify the purpose of the meeting.
SECTION 2.10. SHAREHOLDER ACTION WITHOUT A MEETING. Any action which
-------------------------------------
may be taken at any annual or special meeting of shareholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the action so taken, is signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take that action at a meeting at which all shares entitled to vote on that
action were present and voted. In the case of election of directors, such a
consent shall be effective only if signed by the holders of all outstanding
shares entitled to vote for the election of directors; provided, however, that a
Director may be elected at any time to fill a vacancy on the Board of Directors
(other than a vacancy created by removal) that has not been filled by the
directors, by the written consent of the holders of a majority of the
outstanding shares entitled to vote for the election of directors. All such
consents shall be filed with the secretary of the corporation and shall be
maintained in the corporate records. Any shareholder giving a written consent,
or the shareholder's proxy holder, or a transferee of the shares of a personal
representative of the shareholder or their respective proxy holders, may revoke
the consent by a writing received by the secretary of the corporation before
written consents of the number of shares required to authorize the proposed
action have been filed with the secretary.
If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the secretary shall give prompt
notice of the corporate action approved by the shareholders without a meeting.
This notice shall be given in the manner specified in Section 2.05 hereof. In
the case of approval of (a) contracts or transactions in which a Director has a
direct or indirect financial interest, pursuant to Section 310 of the California
General Corporation Law, (b) indemnification of agents of the corporation,
pursuant to Section 317 of that law, (c) a reorganization of the corporation,
pursuant to Section 1201 of that law, and (d) a distribution in dissolution
other than in accordance with the rights of outstanding preferred shares,
pursuant to Section 2007 of that law, the notice shall be given at least ten
(10) days before the consummation of any action authorized by that approval.
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SECTION 2.11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
------------------------------------------------------
CONSENTS. For purposes of determining the shareholders entitled to notice of
- ---------
any meeting, to vote, to give consent to corporate action without a meeting, to
receive any report, or to receive any dividend or other distribution, or with
respect to any allotment of rights, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) days nor less than ten
(10) days before the date of any such meeting nor more than sixty (60) days
before any other action, and in this event only shareholders of record on the
date so fixed are entitled to notice and to vote or to give consents, to receive
any report, to receive the dividend, distribution or allotment of rights, as the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date, except as otherwise provided in the
California General Corporation Law.
If the board of directors does not so fix a record date:
(a) The record date for determining shareholders entitled to notice of
or to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.
(b) The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting shall be the day on
which the first written consent is given.
SECTION 2.12. PROXIES. Every person entitled to vote for directors or
--------
on any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the secretary of the corporation. A validly executed proxy which has not been
revoked shall continue in full force and effect unless (a) revoked by the person
executing it, before the vote pursuant to that proxy, by a writing delivered to
the corporation stating that the proxy is revoked, or by a subsequent proxy
executed by, or attendance at the meeting and voting in person by, the person
executing the proxy; or (b) written notice of the death or incapacity of the
maker of that proxy is received by the corporation before the vote pursuant to
that proxy is counted; provided, however, that no proxy shall be valid after the
expiration of eleven (11) months from the date of the proxy, unless otherwise
provided in the proxy. Revocability of a proxy that states on its face that it
is irrevocable shall be governed by the provisions of Section 705(e) and 705(f)
of the California General Corporation Law.
SECTION 2.13. INSPECTORS OF ELECTIONS. Before any meeting of
------------------------
shareholders, the Board of Directors may appoint any persons other than nominees
for office to act as inspectors of election at the meeting or its adjournment.
If no inspectors of election are so appointed, the chairman of the meeting may,
and on the request of any shareholder or a shareholder's proxy shall appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request
of one (1) or more shareholders or proxies, the holders of a majority of shares
or their proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed. If any person appointed as inspector fails
to appear or fails or refuses to act, the chairman of the meeting shall appoint
a person to fill that vacancy.
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<PAGE>
The duties of such inspectors shall be as prescribed in Section 707 of
the General Corporation Law of California and shall include:
(a) Determine the numbers of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity. and effect of Proxies:
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any way arising
evidence of the facts stated therein.in connection with the right to vote:
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result, and
(g) Do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.
If there are (3) inspectors of election, the decision, act or
certificate of a majority is effective in all respects as the decision, act or
certificate of all. Any report or certificate made by the inspectors is prima
facie evidence of the facts stated therein. -----
- -----
ARTICLE THREE
DIRECTORS
---------
SECTION 3.01. POWERS. Subject to the provisions of the California
-------
General Corporation Law and any limitations in the articles of incorporation and
these bylaws relating to action required to be approved by the shareholders, the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board of Directors.
SECTION 3.02. ENUMERATION OF DIRECTORS' POWERS. Without prejudice to
---------------------------------
these general powers, and subject to the same limitations imposed by Section
3.01, the directors shall have the power to:
(a) Select and remove all officers, agents, and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the articles of incorporation, and with these bylaws; fix their
compensation; and require from them security for faithful service.
(b) Change the principal executive office or the principal business
office from one location to another; cause the corporation to be qualified to do
business in any state, territory, dependency, or country and conduct business
within or without the State of California; and designate any place within or
without the State of California for the holding of any shareholders' meeting, or
meetings, including annual meetings.
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(c) Adopt, make, and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates.
(d) Authorize the issuance of shares of stock of the corporation on any
lawful terms, in consideration of money paid, labor done, services actually
rendered, debts or securities cancelled, or tangible or intangible property
actually received.
(e) Borrow money and incur indebtedness on behalf of the corporation,
and cause to be executed and delivered for the corporation's purposes, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences of debt and securities.
SECTION 3.03. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized
--------------------------------------
number of directors of the corporation shall be not less than eleven (11) nor
more than twenty (20). The exact number of directors shall be fixed from time to
time, within the limits specified in this subsection, by a bylaw or amendment
thereof or by a resolution duly adopted by a vote of the majority of the shares
entitled to vote represented at a duly held meeting at which a quorum is
present, or by the written consent of the holders of a majority of the
outstanding shares entitled to vote, or by the Board of Directors.
The maximum or minimum number of directors may be changed, or a definite
number fixed without provision for an indefinite number, by a duly adopted
amendment to the Articles of Incorporation or by an amendment to this Bylaw duly
adopted by the vote or written consent of holders of a majority of the
outstanding shares entitled to vote; provided, however, that an amendment
reducing the minimum number of directors to less than five cannot be adopted if
the votes cast against its adoption at a meeting by the shareholders, or the
shares not consenting in the case of action by written consent, are equal to
more than 16-2/3 percent of the outstanding shares entitled to vote. No
amendment may change the stated maximum number of authorized directors to a
number greater than two times the stated minimum number of directors minus one.
SECTION 3.04. ELECTION AND TERM OF OFFICE. Directors shall be elected
----------------------------
at each annual meeting of shareholders but, if any such annual meeting is not
held or the directors are not elected thereat, the directors may be elected at
any special meeting of shareholders held for that purpose. All directors shall
hold office until the next annual meeting of the shareholders and until his
successor is elected and qualified subject to the General Corporation Law of
California and the provisions of these bylaws with respect to vacancies on the
Board.
SECTION 3.05. VACANCIES. Vacancies in the Board of Directors may be
----------
filled by a majority of the remaining directors, though less than a quorum, or
by a sole remaining director, except that a vacancy created by the removal of a
director by the vote or written consent of the shareholders or by court order
may be filled only by the vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present, or by the
written consent of holders of a majority of the outstanding shares entitled to
vote. Each director so elected shall hold office until the next annual meeting
of the shareholders and until a successor has been elected and qualified.
7
<PAGE>
A vacancy or vacancies in the Board of Directors shall be deemed to
exist in the event of the death, resignation, or removal of any director, or if
the Board of Directors by resolution declares vacant the office of a director
who has been declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number of directors is increased, or if the
shareholders fail, at any meeting of the shareholders at which any director or
directors are elected, to elect the number of directors to be voted for at that
meeting.
Any or all of the directors may be removed without cause if such removal
is approved by a majority of the outstanding shares entitled to vote; provided,
however, that no director may be removed (unless the entire Board of Directors
is removed) whenever the votes cast against removal, or not consenting in
writing to such removal, would be sufficient to elect such director if voted
cumulatively at an election, at which the same total number of votes were cast
(or, if such action is taken by written consent, all shares entitled to vote
were voted) and the entire number of directors authorized at the time of his
most recent election were then being elected.
The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.
Any director may resign effective on giving written notice to the
chairman of the board, the president, the secretary, or the Board of Directors,
unless the notice specifies a later time for that resignation to become
effective. If the resignation of a director is effective at a future time, the
Board of Directors may elect a successor to take office when the resignation
becomes effective.
No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires.
SECTION 3.06. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular
--------------------------------------------
meetings of the Board of Directors may be held at any place within or outside
the State of California that has been designated from time to time by resolution
of the board. In the absence of such a designation, regular meetings shall be
held at the principal executive office of the corporation. Special meetings of
the board shall be held at any place within or outside the State of California
that has been designated in the notice of the meeting, or if not stated in the
notice or there is no notice, at the principal executive office of the
corporation. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, and all directors participating in
the meeting shall be deemed to be present in person at the meeting so long as
they can hear one another.
SECTION 3.07. ANNUAL MEETING. Immediately following each annual
---------------
meeting of shareholders, the Board of Directors shall hold a regular meeting for
the purpose of organization, any desired election of officers, and the
transaction of other business. Notice of this meeting shall not be required.
SECTION 3.08. OTHER REGULAR MEETINGS. Other regular meetings of the
-----------------------
Board of Directors shall be held without call at such time as shall from time to
time be fixed by the Board of Directors. Such regular meetings may be held
without notice.
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SECTION 3.09. SPECIAL MEETINGS. Special meetings of the Board of
-----------------
Directors for any purpose or purposes may be called at any time by the Chairman
of the Board or the president or any vice president or the secretary.
Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. In case the notice is mailed,
it shall be deposited in the United States mail at least four (4) days before
the time of the holding of the meeting. In case the notice is delivered
personally, or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least forty-eight (48) hours before the
time of the holding of the meeting. Any oral notice given personally or by
telephone may be communicated either to the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. Any notice shall state the date,
Place and time of the meeting.
SECTION 3.10. QUORUM. A majority of the authorized number of directors
-------
shall constitute a quorum for the transaction of business except to adjourn as
provided in Section 3.12. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present shall
be regarded as the act of the Board of Directors, unless a greater number, or
the same number after disqualifying one or more directors from voting, is
required by law, by the articles of incorporation, or by these bylaws. A
meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for that meeting.
SECTION 3.11. WAIVER OF NOTICE. The transactions of any meeting of the
-----------------
Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of the
directors not present signs a written (i) waiver of notice; (ii) consent to
holding the meeting; or (iii) approval of the minutes. The waiver of notice or
consent need not specify the purpose of the meeting. All such waivers,
consents, and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting. Notice of a meeting shall also be deemed given
to any director who attends the meeting without protesting before or at its
commencement, the lack of notice to that director.
SECTION 3.12. ADJOURNMENT. A majority of the directors present,
------------
whether or not constituting a quorum, may adjourn any meeting to another time
and place.
SECTION 3.13. NOTICE OF ADJOURNMENT. Notice of the time and place of
----------------------
holding an adjourned meeting need not be given, unless the meeting is adjourned
for more than twenty-four (24) hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting, in the manner specified
in Section 3.09 to the directors who were not present at the time of
adjournment.
SECTION 3.14. ACTION WITHOUT MEETING. Any action required or permitted
-----------------------
to be taken by the Board of Directors may be taken without a meeting, if all
members of the Board individually or collectively consent in writing to that
action. Such action by written consent shall
9
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have the same force and effect as a unanimous vote of the Board of Directors.
Such written consent or consents shall be filed with the minutes of the
proceedings of the board.
SECTION 3.15. FEES AND COMPENSATION OF DIRECTORS. Directors and
-----------------------------------
members of committees may receive such compensation, if any, for their services,
and such reimbursement of expenses, as may be fixed or determined by resolution
of the Board of Directors. This Section 3.15 shall not be construed to preclude
any director from serving the corporation in any other capacity as an officer,
agent, employee or otherwise, and receiving compensation for those services.
SECTION 3.16. PRESIDING AT MEETINGS. The chairman of the board, or in
----------------------
his absence, any director selected by the directors present, shall preside at
meetings of the Board of Directors. The secretary of the corporation, or in his
absence, any person appointed by the presiding officer, shall act as secretary
of the Board of Directors.
SECTION 3.17. APPOINTMENT OF EXECUTIVE AND OTHER COMMITTEES. The Board
----------------------------------------------
of Directors may, by resolution adopted by a majority of the authorized number
of directors, designate one or more committees, each consisting of two or more
directors, to serve at the pleasure of the Board of Directors. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the committee.
The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. Unless the Board of
Directors shall otherwise prescribe the manner of proceeding of any such
committee, meetings of such committee may be regularly scheduled in advance and
may be called at any time by two members thereof; otherwise, the provisions of
these bylaws with respect to notice and conduct of meetings of the Board shall
govern. Any such committee, to the extent provided in the resolution of the
Board of Directors or in these Bylaws, shall have all the authority of the Board
of Directors, except with respect to:
(a) The approval of any action for which the California General
Corporation Law also requires shareholders' approval or approval of the
outstanding shares.
(b) The filling of vacancies of the Board of Directors or in any
committee.
(c) The fixing of compensation of the directors for serving on the
Board of Directors or on any committee.
(d) The amendment or repeal of these Bylaws or the adoption of new
bylaws.
(e) The amendment or repeal of any resolution of the Board of Directors
which by its express terms is not so amendable or repealable.
(f) A distribution to the shareholders of the corporation, except at a
rate or in a periodic amount or within a price range determined by the Board of
Directors.
(g) The appointment of other committees of the Board of Directors or
the members thereof.
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The provisions of Section 3.06 and Sections 3.08 through 3.14 of this Article
III apply also to committees of the Board of Directors and action by such
committees, mutatis mutandis (with the necessary changes having been made in the
----------------
language thereof).
SECTION 3.18. TRANSACTIONS BETWEEN THE CORPORATION AND ITS DIRECTORS.
-------------------------------------------------------
(A) CORPORATION AND DIRECTORS. No contract or other transaction between
--------------------------
the Corporation and one or more of its directors, or between the Corporation and
any corporation, firm or association in which one or more of its directors has a
material financial interest (a common directorship shall not constitute a
material financial interest), is either void or voidable because such director
or directors or such other corporation, firm or association are parties or
because such director or directors are present at the meeting of the Board or a
committee thereof which authorizes, approves or ratifies the contract or
transaction, if
(1) the material facts as to the transaction and as to such
director's interest are fully disclosed or known to the shareholders, and such
contract or transaction is approved in good faith by the affirmative vote of a
majority of the shares entitled to vote, represented at a duly held meeting at
which a quorum is present or by the written consent of shareholders, with the
shares owned by the interested director or directors not being entitled to vote
thereon;
(2) the material facts as to the transaction and as to such
director's interest are fully disclosed or known to the Board or committee, and
the Board or committee authorizes, approves or ratifies the contract or
transaction in good faith by a vote sufficient without counting the vote of the
interested director or directors, and the contract or transaction is just and
reasonable as to the Corporation at the time it is authorized, approved or
ratified; or
(3) as to contracts or transactions not approved as provided in
paragraph (a) or (b) of this subdivision, the person asserting the validity of
the contract or transaction sustains the burden of proving that the contract or
transaction was just and reasonable as to the Corporation at the time it was
authorized, approved or ratified.
(B) CORPORATIONS HAVING INTERRELATED DIRECTORS. (b) No contract or
-------------------------------------------
other transaction between the Corporation and any corporation or association of
which one or more of its directors are directors is either void or voidable
because such director or directors are present at the meeting of the Board or a
committee thereof which authorizes, approves or ratifies the contract or
transaction. if
(1) the material facts as to the transaction and as to such
director's other directorship are fully disclosed or known to the Board or
committee, and the Board or committee authorizes, approves or ratifies the
contract or transaction in good faith by a vote sufficient without counting the
vote of the common director or directors, or the contract or transaction is
approved by the shareholders in good faith, or
(2) evidence of the facts stated therein to contracts or other
transactions not approved as provided in paragraph (1) of this subdivision, the
contract or transaction is just and reasonable as to the Corporation at the time
it is authorized, approved or ratified.
This subsection (b) does not apply to contracts or transactions covered
by subsection (a).
11
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(C) INTERESTED DIRECTORS. Interested or common directors may be counted
---------------------
in determining the presence of a quorum at a meeting of the Board or a committee
thereof which authorizes, approves or ratifies a contract or transaction.
(D) LOANS AND EXTENSIONS OF CREDIT. For purposes of this Section 3.18,
-------------------------------
the term "transaction" does not include loans or extensions of credit in the
ordinary course of business.
SECTION 3.19. NOMINATIONS FOR ELECTION OF DIRECTORS. Nominations for
--------------------------------------
election of members of the Board of Directors may be made by the Board of
Directors (or the nominating committee of the Board of Directors) or by any
holder of any outstanding class of capital stock of the corporation entitled to
vote for the election of Directors. Notice of Intention to make any nominations
(other than by the Board of Directors or its nominating committee) must be made
in writing and be delivered or mailed to the President of the corporation by the
later of the close of business: (i) 90 days prior to any meeting of
shareholders at which Directors will be elected or (ii) in case of an annual
meeting of shareholders, not later than 90 days before the anniversary of the
previous year's annual meeting. Such notification must contain the following
information to the extent known to the notifying shareholder: (a) the name and
address of each proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the number of shares of capital stock of the corporation owned by
each proposed nominee; (d) the name and residence address (or business address,
if the notifying shareholder is not a natural person) of the notifying
shareholder; (e) the number of shares of capital stock of the corporation owned
by the notifying shareholder; (f) the numbers of shares of capital stock of any
bank, bank holding company, savings and loan association or other depository
institution owned beneficially by the nominee and by the notifying shareholder
and the identities and locations of any such institutions; (g) whether the
proposed nominee has ever been convicted of or pleaded nolo contendere to any
criminal offense involving dishonesty or breach of trust, filed a petition in
bankruptcy or been adjudged bankrupt; and (h) a statement regarding the
nominee's compliance with Article Three, Section 3.20 of these Bylaws. The
notification shall be signed by the nominating shareholder and by each nominee,
and shall be accompanied by a written consent to such nomination from each
proposed nominee. Nominations not made in accordance with these procedures
shall be disregarded by the Chairman of the meeting, and upon his instructions,
the inspectors of election shall disregard all votes cast for each such nominee.
The foregoing requirements do not apply to the nomination of a person to replace
a proposed nominee who has become unable to serve as a Director between the last
day for giving notice in accordance with this paragraph and the date of election
of Directors if the procedure called for in this paragraph was followed with
respect to the nomination of the proposed nominee. A copy of Article Three,
Section 3.19 of these Bylaws will be provided to any shareholder upon receipt of
a written request therefore, addressed to the President of the corporation.
SECTION 3.20. QUALIFICATIONS OF DIRECTORS. No person shall be a member
----------------------------
of the Board of Directors (a) who is a director, officer, employee, agent,
nominee, attorney or other representative for any other financial institution,
lender or bank holding company, or affiliate or subsidiary thereof, engaged in
business or that proposes to engage in business, directly or through any parent
company, subsidiary or affiliate, in California or Nevada, or (b) who has, or
has been or is the nominee of anyone who has, any contract, arrangement or
understanding with any other financial institution, lender or bank holding
company, or affiliate or subsidiary thereof, engaged in business or that
proposes to engage in business, directly or through any parent company,
subsidiary or affiliate, in California or Nevada, or with any officer, director,
employee, agent, nominee, attorney or other
12
<PAGE>
representative thereof, pursuant to which he or she will disclose or in any way
utilize information obtained as a director for purposes other than for the
benefit of this corporation or that he or she will, directly or indirectly,
attempt to effect or encourage any action of this corporation for the benefit of
any person or entity other than this corporation, or (c) who has not owned at
least $1,000 fair market value of the corporation's Common Stock for at least 90
days prior to the date of his or her election as a director.
Subparagraph (c) shall not apply to an individual hired by the
corporation's Board of Directors to be President and Chief Executive Officer of
this corporation until such time as that individual has been employed by the
corporation for a period of two years.
The Board of Directors of this corporation or a committee thereof, shall
make the determination whether any person who seeks to become a director
complies with the provisions of this Section 3.20.
ARTICLE FOUR
OFFICERS
--------
SECTION 4.01. OFFICERS. The officers of the corporation shall be a
---------
chairman of the board, chief executive officer, president, chief administrative
officer, a secretary, and a chief financial officer. The corporation may also
have, at the discretion of the Board of Directors one or more vice presidents,
one or more assistant secretaries, one or more assistant treasurers, and such
other officers as may be appointed in accordance with the provisions of Section
4.03. Any number of offices may be held by the same person.
SECTION 4.02. ELECTION OF OFFICERS. The officers of the corporation,
---------------------
except such officers as may be appointed in accordance with the provisions of
Section 4.03 or Section 4.05, shall be chosen by the Board of Directors, and
each shall serve at the pleasure of the board, subject to the rights, if any, of
an officer under any contract of employment.
SECTION 4.03. SUBORDINATE OFFICERS. The Board of Directors may appoint,
---------------------
and may empower the chief executive officer to appoint, such other officers as
the business of the corporation may require, each of whom shall hold office for
such period, have such authority to perform such duties as are provided in the
Bylaws or as the Board of Directors may from time to time determine.
SECTION 4.04. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the
------------------------------------
rights, if any, of an officer under any contract of employment, any officer may
be removed, with or without cause, by the Board of Directors, regular or special
meeting of the Board, or except in case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors.
Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Acceptance of any resignation is without
prejudice to the rights, if any, of the corporation under any contract to which
the officer is a party.
13
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SECTION 4.05. VACANCIES IN OFFICES. A vacancy in any office because of
---------------------
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in these Bylaws for regular appointments to that
office.
SECTION 4.06. CHAIRMAN OF THE BOARD. The chairman of the board shall
----------------------
preside at meetings of the Board of Directors and exercise and perform such
other powers and duties as may from time to time be assigned to him by the Board
of Directors or prescribed by the Bylaws. The chairman of the board shall be
the chief executive officer of the corporation, and shall have the powers and
duties prescribed in Section 4.07 of this Article IV.
SECTION 4.07. CHIEF EXECUTIVE OFFICER. The chairman of the board shall
------------------------
be the chief executive officer of the corporation and shall, subject to the
control of the Board of Directors, be responsible for the general supervision,
direction, and control of the business and the officers of the corporation. He
shall preside at all meetings of the shareholders and shall have the general
powers and duties of management usually vested in the office of chief executive
officer of a corporation, including the power to enter into and bind the
corporation on any and all contracts in the normal course of business and
including the power to select and remove all employees, other than officers, of
the corporation, to prescribe any duties and power for them that are consistent
with law, to fix their compensation, and to require from them security for
faithful service. The chief executive officer shall have such other powers and
duties as may be prescribed by the Board of Directors or the Bylaws.
SECTION 4.08. PRESIDENT. The president shall be the Chief
----------
Administrative Officer of the corporation and shall have the powers and duties
usually vested in the Chief Administrative Officer of a bank, including
supervision of the general operations of the corporation. The president may have
such further powers and duties as may be prescribed by the Board of Directors,
the chairman of the board, or as provided in the Bylaws, and shall act on behalf
of the corporation in the absence or disability of the Chief Executive Officer,
with all the powers, and subject to all the restrictions upon the Chief
Executive Officer.
SECTION 4.09. VICE PRESIDENTS. In the absence or disability of the
----------------
chief executive officer and the chief administrative officer, the vice
presidents in order of their rank as fixed by the Board of Directors or, if not
ranked, a vice president designated by the Board of Directors, shall perform all
the duties of the chief executive officer and the chief administrative officer
and when so acting shall have all the powers of, and be subject to all the
restrictions upon, the chief executive officer and the chief administrative
officer. The vice presidents shall have such other powers and perform such other
duties as from time to time may be prescribed for them respectively by the Board
of Directors or the Bylaws, and the president, or the chairman of the board.
SECTION 4.10. SECRETARY. The secretary shall keep or cause to be kept
----------
at the principal executive office or such other place as the Board of Directors
may direct, a book of minutes of all meetings and actions of directors,
committees of directors, and shareholders, with the time and place of holding,
whether regular or special, and if special, how authorized, the notice given,
the names of those present at directors' meetings or committee meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings.
14
<PAGE>
The secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the Board of Directors, a share
register, or a duplicate share register showing the names of all shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board of Directors required by these Bylaws or by
law to be given, and he shall keep the seal of the corporation if one be
adopted, in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by these Bylaws.
SECTION 4.11. CHIEF FINANCIAL OFFICER. The chief financial officer,
------------------------
who may be designated the treasurer, shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.
The chief financial officer shall deposit all moneys and other valuables
in the name and to the credit of the corporation with such depositories as may
be designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
chief executive officer and directors, whenever they request it, an account of
all of his transactions as chief financial officer and of the financial
condition of the corporation, and shall have other powers and perform such other
duties as may be prescribed by the Board of Directors or these Bylaws.
ARTICLE FIVE
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
------------------------------------------------------------------
SECTION 5.01. INDEMNIFICATION.
----------------
(a) For the purposes of this section, "agent" means any person who is or
was a director, officer, employee or other agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a director, officer, employee or agent of a
foreign or domestic corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation; proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative; and
"expenses" includes without limitation attorneys' fees and any expenses of
establishing a right to indemnification under subdivision (d) or subdivision
(e)(3) of this section.
(b) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any proceeding (other than an action by or
in the right of the corporation to procure a judgment in its favor) by reason of
the fact that such person is or was an agent of the corporation, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding if such person acted in
good faith and in a manner such person
15
<PAGE>
reasonably believed to be in the best interests of the corporation and, in the
case of a criminal proceeding, had no reasonable cause to believe the-conduct of
such person was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
---- ----------
not, of itself, create a presumption that the person did not act in good faith
and in a manner which the person reasonably believed to be in the best interests
of the corporation or that the person had reasonable cause to believe that the
person's conduct was unlawful.
(c) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was an agent of the corporation,
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such action if such person acted in good
faith, in a manner such person believed to be in the best interests of the
corporation and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances. No
indemnification shall be made under this subdivision (c):
(1) In respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation in the
performance of such person's duty to the corporation, unless and only to the
extent that the court in which such proceeding is or was pending shall determine
upon application that, in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for the expenses which such court
shall determine :
(2) Of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval; or
(3) Of expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of without court approval.
(d) To the extent that an agent of the corporation has been successful
on the merits in defense of any proceeding referred to in subdivision (b) or (c)
or in defense of any claim, issue or matter therein, the agent shall be
indemnified against expenses actually and reasonably incurred by the agent in
connection therewith.
(e) Except as provided in subdivision (d), any indemnification under
this section shall be made by the corporation only if authorized in the specific
case, upon a determination that indemnification of the agent is proper in the-
:circumstances because the agent has met the applicable standard of conduct set
forth in subdivision (b) or (c), by:
(1) A majority vote of a quorum consisting of directors who are
not parties to such proceeding:
(2) Approval or ratification by the affirmative vote of a
majority of the shares of the corporation represented and voting at a duly held
meeting at which a quorum is present (which shares voting affirmatively also
constitute at least a majority of the required quorum) or by the written consent
of holders of a majority of the outstanding shares entitled to vote. For such
purpose, the shares owned by the person to be indemnified shall not be
considered outstanding or entitled to vote thereon; or
16
<PAGE>
(3) The court in which such proceeding is or was pending upon
application made by the corporation or the agent or the attorney or other person
rendering services in connection with the defense, whether or not such
application by the agent or attorney or other person is opposed by the
corporation.
(f) Expenses incurred in defending any proceeding may be advanced by the
corporation prior to the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of the agent to repay such amount unless it shall be
determined ultimately that the agent is entitled to be indemnified as authorized
in this section.
(g) Nothing contained in this section shall affect any right to
indemnification to which persons other than directors and officers of the
corporation or any subsidiary thereof may be entitled by contract or otherwise.
(h) No indemnification or advance shall be made under this section,
except as provided in subdivision (d) or subdivision (e)(3), in any circumstance
where it appears:
(1) That it would be inconsistent with a provision of the
articles of incorporation, a resolution of the shareholders or an agreement in
effect at the time of the accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification: or
(2) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
(i) Upon and in the event of a determination by the board of directors
of the corporation to purchase such insurance, the corporation shall purchase
and maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not the corporation would have the
power to indemnify the agent against such liability under the provisions of this
Section or otherwise.
(j) This section does not apply to any proceeding against any trustee,
investment manager or other fiduciary of an employee benefit plan in such
person's capacity as such, even though such person may also be an agent as
defined in subdivision (a) of the corporation. The corporation shall have the
power to indemnify such trustee, investment manager or other fiduciary to the
extent permitted by subdivision (f) of Section 207 of the California General
Corporation Law.
ARTICLE SIX
RECORDS AND REPORTS
-------------------
SECTION 6.01. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The
---------------------------------------------
corporation shall keep at its principal executive office, or at the office of
its transfer agent or registrar, if either be appointed and as determined by
resolution of the Board of Directors, a record of its shareholders, giving the
names and addresses of all shareholders and the number and class of shares held
by each shareholder.
A shareholder or shareholders of the corporation holding at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation or holding at least one percent (1%) of
17
<PAGE>
such voting shares and having filed a Schedule 14B with the Securities and
Exchange Commission relating to the election of directors of the corporation may
(i) inspect and copy the records of shareholders' names and addresses and
shareholdings during usual business hours on five days prior written demand on
the corporation, and (ii) obtain from the transfer agent of the corporation, on
written demand and on the tender of such transfer agent's usual charges for such
list, a list of the shareholders' names and addresses, who are entitled to vote
for the election of directors, and their shareholdings, as of the most recent
record date for which that list has been compiled or as of a date specified by
the shareholder after the date of demand. This list shall be made available to
any such shareholder by the transfer agent on or before the later of five (5)
days after the demand is received or the date specified in the demand as the
date as of which the list is to be compiled.
The record of shareholders shall also be open to inspection on the
written demand of any shareholder or holder of a voting trust certificate, at
any time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate. Any inspection and copying under this Section 6.01 may be made in
person or by an agent or attorney of the shareholder or holder of a voting trust
certificate making the demand.
SECTION 6.02. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation
-------------------------------------
shall keep at its principal executive office, or if its principal executive
office is not in the State of California, at its principal business office in
this state, the original or a copy of the Bylaws as amended to date, which shall
be open to inspection by the shareholders at all reasonable times during office
hours. .
SECTION 6.03. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.
------------------------------------------------------
The accounting books and records and minutes of proceedings of the shareholders
and the Board of Directors and any committee or committees of the Board of
Directors shall be kept at such place or places designated by the Board of
Directors, or, in the absence of such designation, at the principal executive
office of the corporation. The minutes shall be kept in written form and the
accounting books shall be kept either in written form or in any other form
capable of being converted into written form. The minutes and accounting books
and records shall be open to inspection upon the written demand of any
shareholder or holder of a voting trust certificate, at any reasonable time
during usual business hours, for a purpose reasonably related to the holder's
interests as a shareholder or as the holder of a voting trust certificate. The
inspection may be made in person or by an agent or attorney, and shall include
the right to copy and make extracts.
SECTION 6.04. INSPECTION BY DIRECTORS. Every director shall have the
------------------------
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the corporation and each
of its subsidiary corporations. This inspection by a director may be made in
person or by an agent or attorney and the right of inspection includes the right
to copy and make extracts of documents.
SECTION 6.05. ANNUAL REPORT. The Board of Directors of the Corporation
--------------
shall cause an annual report to be sent to shareholders at least fifteen (15)
days prior to the annual meeting of shareholders but not later than 120 days
after the close of the fiscal year in accordance with the provisions of the
General Corporation Law.
18
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SECTION 6.06. FINANCIAL STATEMENTS. A copy of any annual financial
---------------------
statement and any income statement of the corporation for each quarterly period
of each fiscal year, and any accompanying balance sheet of the corporation as of
the end of each such period, that has been prepared by the corporation shall be
kept on file in the principal executive office of the corporation for twelve
(12) months and each such statement shall be exhibited at all reasonable times
to any shareholder demanding an examination of any such statement or a copy
shall be mailed to any such shareholder.
If a shareholder or shareholders holding at least five percent (5%) of
the outstanding shares of any class of stock of the corporation makes a written
request to the corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the then current fiscal year
ended more than thirty (30) days before the date of the request, and a balance
sheet of the corporation as of the end of that period, the chief financial
officer shall cause that statement to be prepared, if not already prepared, and
shall deliver personally or mail that statement or statements to the person
making the request within thirty (30) days after the receipt of the request. If
the corporation has not sent to the shareholders its annual report for the last
fiscal year, this report shall likewise be delivered or mailed to the
shareholder or shareholders within thirty (30) days after the request.
The corporation shall also, on the written request of any shareholder,
mail to the shareholder a copy of the last annual, semi-annual, or quarterly
income statement which it has prepared, and a balance sheet as of the end of
that Period.
SECTION 6.07. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation
----------------------------------------
shall, each year during the calendar month in which its Articles of
Incorporation originally were filed with the California Secretary of State, or
during the preceding five (5) calendar months, file with the Secretary of State,
on the prescribed form, a statement setting forth the authorized number of
directors, the names and complete business or residence addresses of all
incumbent directors, the number of vacancies (if any) on the Board of Directors,
the names and complete business or residence addresses of the chief executive
officer, secretary, and chief financial officer, the street address of its
principal executive office or principal business office in this state, and the
general type of business constituting the principal business activity of the
corporation, together with a designation of the agent of the corporation for the
purpose of service of process, all in compliance with section 1502 of the
California General Corporation Law.
ARTICLE SEVEN
GENERAL CORPORATE MATTERS
-------------------------
SECTION 7.01. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks,
------------------------------------------
drafts, or other orders for payment of money, notes, or other evidences of
indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board of Directors.
SECTION 7.02. CORPORATE CONTRACTS AND INSTRUMENTS HOW EXECUTED. The
-------------------------------------------------
Board of Directors, except as otherwise provided in these Bylaws, may authorize
any officer or officers, agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation, and this
authority may be general or confined to specific
19
<PAGE>
instances; and, unless so authorized or ratified by the Board of Directors or
within the agency power of an officer, no officer, agent, or employee shall have
any power or authority to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or for any amount.
SECTION 7.03. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
-----------------------------------------------
chairman of the board, president or any vice president, or any other person
authorized by resolution of the Board of Directors, are authorized to vote,
represent, and exercise on behalf of this corporation all rights incident to any
and all shares of any other corporation or corporations standing in the name of
this corporation. The authority herein granted to said officers to vote or
represent on behalf of this corporation any and all shares held by this
corporation in any other corporation or corporations may be exercised either by
such officers in person or by any other person authorized to do so by proxy or
power of attorney duly executed by these officers.
SECTION 7.04. CERTIFICATES FOR SHARES. A certificate or certificates
------------------------
for shares of the capital stock of the corporation shall be issued to each
shareholder when any of these shares are fully paid, and the Board of Directors
may authorize the issuance of certificates or shares as partly paid provided
that these certificates shall state the amount of the consideration to be paid
for them and the amount paid. All certificates shall be signed in the name of
the corporation by the chairman of the board or vice chairman of the board or
the president or vice president and by the chief financial officer or an
assistant treasurer or the secretary or any assistant secretary, certifying the
number of shares and the class or series of shares owned by the shareholder.
Any or all of the signatures on the certificate may be facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed on a certificate shall have ceased to be that officer,
transfer agent, or registrar before that certificate is issued, it may be issued
by the corporation with the same effect as if that person were an officer,
transfer agent, or registrar at the date of issue. Any certificate issued by
the corporation shall contain such legends or other statements as may be
required by the California General Corporation Law, the Corporate Securities Law
of 1968, federal or other state securities laws, and any agreement between the
corporation and the issues thereof.
SECTION 7.05. LOST CERTIFICATES. Except as provided in this Section
------------------
7.04, no new certificates for shares shall be issued to replace an old
certificate unless the latter is surrendered to the corporation and cancelled at
the same time. The Board of Directors may, in case any share certificate or
certificate for any other security is lost, stolen, or destroyed, authorize the
issuance of a replacement certificate on such terms and conditions as the board
may require, including provision for indemnification of the corporation secured
by a bond or other adequate security sufficient to protect the corporation
against any claim that may be made against it, including any expense or
liability on account of the alleged loss, theft, or destruction of the
certificate or the issuance of the replacement certificate. In the event of the
issuance of a new certificate, the rights and liabilities of the corporation,
and of the holders of the old and new certificates, shall be governed by the
provisions of Sections 8104 and 8405 of the California Commercial Code.
SECTION 7.06. VALIDITY OF SHARE TRANSFERS. Shares of the corporation
----------------------------
may be transferred by endorsement by the signature of the owner, his agent,
attorney, or legal representative, and the delivery of the certificate; but such
transfer is not valid, except as to the parties thereto, until the same is so
entered upon the books of the corporation so as to show the names of the parties
by
20
<PAGE>
whom and to whom transferred, the number of the certificate, and the number or
designation of the shares and the date of the transfer, and until the old
certificates are surrendered and cancelled. The transferee in any transfer of
shares shall be deemed to have full notice of, and to consent to, the Bylaws of
the corporation to the same extent as if he had signed a written assent thereto.
SECTION 7.07. CONSTRUCTION AND DEFINITIONS. Unless the context
-----------------------------
requires otherwise, the general provisions, rules of construction, and
definitions in the California General Corporation Law shall govern the
construction of these Bylaws. Without limiting the generality of this provision,
the singular number includes the plural, the plural number includes the
singular, and the term "person" includes both a corporation and a natural
person.
ARTICLE EIGHT
AMENDMENTS
----------
SECTION 8.01. AMENDMENT BY SHAREHOLDERS. New Bylaws may be adopted or
--------------------------
these Bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the articles of incorporation of the corporation set forth the
number of authorized directors of the corporation, the authorized number of
directors may be changed only by an amendment of the articles of incorporation.
SECTION 8.02. AMENDMENT BY DIRECTORS. Subject to the rights of the
-----------------------
shareholders as provided in Section 8.01 of this Article Eight, bylaws, other
than a Bylaw or an amendment of a Bylaw changing the fixed number of directors
or the maximum or minimum number or changing from a fixed to a variable board or
vice versa, may be adopted, amended, or repealed by the Board of Directors.
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 12,469
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 19,400
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 26,751
<INVESTMENTS-CARRYING> 45,611
<INVESTMENTS-MARKET> 45,901
<LOANS> 167,725
<ALLOWANCE> 5,133
<TOTAL-ASSETS> 274,871
<DEPOSITS> 240,254
<SHORT-TERM> 0
<LIABILITIES-OTHER> 2,035
<LONG-TERM> 0
0
0
<COMMON> 31,423
<OTHER-SE> 1,159
<TOTAL-LIABILITIES-AND-EQUITY> 274,871
<INTEREST-LOAN> 12,394
<INTEREST-INVEST> 3,191
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 15,585
<INTEREST-DEPOSIT> 3,634
<INTEREST-EXPENSE> 3,685
<INTEREST-INCOME-NET> 11,900
<LOAN-LOSSES> 525
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 8,115
<INCOME-PRETAX> 3,785
<INCOME-PRE-EXTRAORDINARY> 3,785
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,960
<EPS-PRIMARY> .64
<EPS-DILUTED> .64
<YIELD-ACTUAL> 7.00
<LOANS-NON> 3,200
<LOANS-PAST> 151
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 4,960
<CHARGE-OFFS> 666
<RECOVERIES> 314
<ALLOWANCE-CLOSE> 5,133
<ALLOWANCE-DOMESTIC> 5,133
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
