**Exhibit 3.1**

 

**ARTICLES OF AMENDMENTTO THE ARTICLES OF INCORPORATION**

 

**TRINITYCAPITAL CORPORATION**

 

Pursuant to the provisions of the New Mexico Business Corporation Act,the undersigned corporation adopts the following Articles of Amendment for thepurpose of amending its Articles of Incorporation:

 

ARTICLE ONE:  The name ofthe corporation is Trinity Capital Corporation (NMPRC #0853820).

 

ARTICLE TWO:  The followingarticles are amended as set forth here:

 

“THIRD:   The total number ofshares of stock which the corporation shall have authority to issue is twentymillion (20,000,000) shares of Common Stock, no par value per share, and onemillion (1,000,000) shares of Preferred Stock, no par value per share.

 

The shares of Preferred Stock may be issued from time to time in one ormore series. The board of directors of the corporation shall have authority tofix by resolution or resolutions the designations and the powers, preferencesand relative, participating, optional or other special rights and qualifications,limitations or restrictions thereof, including, without limitation, the votingrights, the dividend rate, conversion rights, redemption price and liquidationpreference, of any series of shares of Preferred Stock, to fix the number ofshares constituting any such series and to increase or decrease the number ofshares of any such series (but not below the number of shares thereof thenoutstanding). In case the number of shares of any such series shall be sodecreased, the shares constituting such decrease shall resume the status whichthey had prior to the adoption of the resolution or resolutions originallyfixing the number of shares of such series.”

 

“NINTH:

 

A. Except as otherwise expressly provided in paragraph C of thisArticle or in any other provision of these articles of incorporation, andnotwithstanding any other provision of these articles of incorporation:

 

(i) any merger or consolidation of thecorporation or of any Subsidiary with or into any other corporation;

 

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(ii) any sale, lease, exchange or other disposition by the corporationor any Subsidiary of assets constituting all or substantially all of the assetsof the corporation and its Subsidiaries taken as a whole to or with any othercorporation, person or other entity in a single transaction or a series ofrelated transactions;

 

(iii) any issuance or transfer by the corporation or any Subsidiary, ofany voting securities of the corporation (except for voting securities issuedpursuant to a stock option, purchase, bonus or other plan for natural personswho are directors, employees, consultants and/or agents of the corporation orany Subsidiary) to any other corporation, person or other entity in exchangefor cash, assets or securities or a combination thereof;

 

(iv) the voluntary dissolution of the corporation; and

 

(v) the amendment, alteration, change or repeal of these Articles ofIncorporation;

 

shall require the affirmative vote of the holders of shares having atleast 70% of the voting power of all outstanding stock of the corporationentitled to vote thereon. Such affirmative vote shall be requirednotwithstanding the fact that no vote or a lesser vote may be required, or thatsome lesser percentage may be specified by law or otherwise in these articlesof incorporation or by the bylaws of the corporation.

 

B.         For purposes of thisArticle, the term “Subsidiary” means any entity in which the corporationbeneficially owns, directly or indirectly, more than 80% of the outstandingvoting stock. The phrase “voting security” as used in paragraph A of thisArticle shall mean any security which is (or upon the happening of anyevent, would be) entitled to vote for the election of directors, and anysecurity convertible, with or without consideration into such security orcarrying any warrant or right to subscribe to or purchase such a security.

 

C.         The provisions of thisArticle shall not apply to any transaction described in clauses (i), (ii), (iii), (iv) or (v) of paragraph Aof this Article: (i) approved at any time priorto its consummation by resolution adopted by not less than 70% of the number ofdirectors as may be fixed from time to time, in the manner prescribed herein,by the board of directors of the corporation; or (ii) if any transactiondescribed in such paragraph A is with any corporation of which a majorityof the outstanding shares of all classes of stock is owned of record orbeneficially by the corporation; or (iii) which is a merger with anothercorporation that does not require action by the stockholders of the corporationto the extent and in the manner permitted from time to time by the law of theState of New Mexico.

 

D.         The interpretation,construction and application of any provision or provisions of thisArticle and the determination of any facts in connection with theapplication of this Article, shall be made by the affirmative vote of not lessthan 70% of the number of directors as may be fixed from time to time, in themanner prescribed herein, by the board of directors of the corporation. Anysuch interpretation, construction, application or

 

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determination, when made in good faith, shall be conclusive and bindingfor all purposes of this Article.”

 

“TENTH: The directors of the corporation shall be divided into threeclasses, Class I, Class II and Class III, as nearly equal innumber as the then total number of directors constituting the entire board ofdirectors permits with the term of office of one class expiring each year.Directors of Class I shall hold office for an initial term expiring at the2004 annual meeting, directors of Class II shall hold office for aninitial term expiring at the 2005 annual meeting and directors ofClass III shall hold office for an initial term expiring at the 2006annual meeting. At each annual meeting of stockholders, the successors to theclass of directors whose term shall then expire shall be elected to hold officefor a term expiring at the third succeeding annual meeting. Any vacancies inthe board of directors for any reason, and any directorships resulting from anyincrease in the number of directors, may be filled by the board of directors,acting by a majority of the directors then in office, although less than aquorum, and any directors so chosen shall hold office until the next electionof the class for which such directors shall have been chosen and until theirsuccessors shall be elected and qualified. If the number of directors ischanged, any increase or decrease in the number of directors shall beapportioned among the classes so as to maintain all classes as equal in numberas possible.

 

There shall be no cumulative voting in the election of directors.

 

Notwithstanding any other provisions of this certificate of incorporationor the bylaws of the corporation (and notwithstanding the fact that some lesserpercentage may be specified by law, this certificate of incorporation or thebylaws of the corporation), any director or the entire board of directors ofthe corporation may be removed at any time, but only for cause and only by theaffirmative vote of the holders of a majority of the outstanding shares ofstock of the corporation entitled to vote generally in the election ofdirectors (considered for this purpose as one class) cast at an annual meetingof stockholders or at a meeting of the stockholders called for that purpose.Cause for removal shall be deemed to exist only if the director whose removalis proposed has been convicted of a felony by a court of competent jurisdictionor has been adjudged by a court of competent jurisdiction to be liable forgross negligence or willful misconduct in the performance of such director’sduty to the corporation and such adjudication is no longer subject to directappeal.”

 

“ELEVENTH: Any new business to be conducted at the annual meeting ofthe shareholders shall be stated in writing and filed with the Secretary of thecorporation on or before sixty (60) days in advance of the firstanniversary date (month and day) of the previous year’s annual meeting, and allbusiness so stated, proposed and filed shall, unless prior action thereon isrequired by the board of directors, be considered at the annual meeting. Anyshareholder may make any other proposal at the annual meeting and the same maybe discussed and considered, but unless stated in writing and filed with theSecretary of the corporation on or before sixty (60) days in advance ofthe first 

 

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anniversary date (month or day) of the previous year’s annual meeting,such proposal may only be voted upon at a meeting held at least thirty(30) days after the annual meeting at which it is presented. No otherproposal made by shareholders may be acted upon at the annual meeting. Thisprovision shall not prevent the consideration, approval or disapproval at theannual meeting of the reports of officers and committees, but in connectionwith such reports no business shall be acted upon at such annual meeting unlessstated and filed as herein provided.

 

Nominations of candidates for election as directors at any meeting ofshareholders may be made: (a) by, or at the direction of, a majority ofthe board of directors; or (b) by any shareholder of record entitled tovote at such meeting; provided that only persons nominated in accordance withprocedures set forth in this Article shall be eligible for election asdirectors.

 

Nominations, other than those made by, or at the direction of, theboard of directors, may only be made pursuant to timely notice in writing tothe Secretary of the corporation as set forth in this Article. To be timely, ashareholder’s notice shall be delivered to, or mailed and received by theSecretary of the corporation, for an annual meeting, not less than sixty (60) daysnor more than ninety (90) days in advance of the first anniversary date(month and day) of the previous year’s annual meeting, and for a specialmeeting, not less than sixty (60) days nor more than ninety (90) daysin advance of the date (month and day) of the special meeting, regardless ofany postponements or adjournments of that meeting to a later date. Suchshareholder notice shall set forth: (a) as to each person whom theshareholder proposes to nominate for election as a director: (i) the name, age, business address and residentialaddress of such person; (ii) the principal occupation or employment ofsuch person; (iii) the class and number of shares of the corporation’sstock which are beneficially owned by such person on the date of such shareholdernotice; and (iv) any other information relating to such person that wouldbe required to be disclosed on Schedule 13D pursuant toRegulation 13D-G under the Securities Exchange Act of 1934, as amended(the “Exchange Act”), in connection with the acquisition of stock, and pursuantto Regulation 14A under the Exchange Act, in connection with thesolicitation of proxies with respect to nominees for election as directors,regardless of whether such person is subject to the provisions of such regulations,including, but not limited to, information required to be disclosed by Items4(b) and 6 of Schedule 14A of Regulation 14A with the Securities andExchange Commission; and (b) as to the shareholder giving the notice:(a) the name and address, as they appear on the corporation’s books, ofsuch shareholder and the name and principal business or residential address ofany other beneficial shareholders known by such shareholder to support suchnominees; and (b) the class and number of shares of the corporation’s stockwhich are beneficially owned by such shareholder on the date of suchshareholder notice and the number of shares owned beneficially by any otherrecord or beneficial shareholders known by such shareholder to be supportingsuch nominees on the date of such shareholder notice. At the request of theboard of directors, any person nominated by, or at the request of, the board ofdirectors for election as a director shall furnish to the

 

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Secretary of the corporation that information required to be set forthin a shareholder’s notice of nomination which pertains to the nominee.

 

The board of directors may reject any nomination by a shareholder nottimely made in accordance with the requirements of this Article. If the boardof directors, or a committee designated by the board of directors, determinesthat the information provided in a shareholder’s notice does not satisfy theinformational requirements of this Article in any material respect, theSecretary of the corporation shall promptly notify such shareholder of thedeficiency in the notice. The shareholder may cure the deficiency by providingadditional information to the Secretary within such period of time, not lessthan five days from the date such deficiency notice is given to theshareholder, as the board of directors or such committee shall determine. Ifthe deficiency is not cured within such period, or if the board of directors orsuch committee determines that the additional information provided by theshareholder, together with information previously provided, does not satisfythe requirements of this Article in any material respect, then the boardof directors may reject such shareholder’s notice and the proposed nominationsshall not be accepted if presented at the shareholder meeting to which thenotice relates. The Secretary of the corporation shall notify a shareholder inwriting whether his or her nomination has been made in accordance with the timeand informational requirements of this Article. Notwithstanding the procedureset forth in this Article, if neither the board of directors nor such committeemakes a determination as to the validity of any nominations by a shareholder,the presiding officer of the shareholders meeting shall determine and declareat the meeting whether a nomination was not made in accordance with the termsof this Article. If the presiding officer determines that a nomination was notmade in accordance with the terms of this Article, he or she shall so declareat the meeting and the defective nomination shall not be accepted.”

 

“TWELFTH: Special meetings of the stockholders may only be called by atleast 50% of the directors then in office, the President or by the holders ofnot less than a majority of shares entitled to vote at the meeting.”

 

“THIRTEENTH:

 

A.  Inaddition to any affirmative vote required by law or these articles ofincorporation, and except as otherwise expressly provided in this Section:

 

1.                             any merger orconsolidation of the corporation or any Subsidiary (as hereinafter defined)with (i) any Interested Stockholder (ashereinafter defined) or (ii) any other corporation (whether or not itselfan Interested Stockholder) which is, or after such merger or consolidationwould be, an Affiliate (as hereinafter defined) of an Interested Stockholder;or

 

2.                             any sale, lease, exchange,mortgage, pledge, transfer or other disposition (in one transaction or a seriesof transactions) to or with any Interested Stockholder, or any Affiliate of anyInterested Stockholder, of any assets of the Corporation or any Subsidiary

 

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having an aggregate Fair Market Value (as hereafter defined) equalingor exceeding 25% or more of the combined assets of the corporation and its Subsidiaries;or

 

3.                             the issuance or transferby the corporation or any Subsidiary (in one transaction or a series oftransactions) of any securities of the corporation or any subsidiary to anyInterested Stockholder or any Affiliate of any Interested Stockholder inexchange for cash, securities or other property (or a combination thereof)having an aggregate Fair Market Value equaling or exceeding 25% of the combinedassets of the corporation and its Subsidiaries except pursuant to an employeebenefit plan of the corporation or any subsidiary thereof; or

 

4.                             the adoption of any planor proposal for the liquidation or dissolution of the corporation proposed byor on behalf of any Interested Stockholder or any Affiliate of any InterestedStockholder; or

 

5.                             any reclassification ofsecurities (including any reverse stock split), or recapitalization of thecorporation, or any merger or consolidation of the corporation with any of itsSubsidiaries or any other transaction (whether or not with or into or otherwiseinvolving an Interested Stockholder) which has the effect, directly orindirectly, of increasing the proportionate share of the outstanding shares ofany class of equity or convertible securities of the corporation or anySubsidiary which is directly or indirectly owned by any Interested Stockholderor any Affiliate of any Interested Stockholder;

 

shall require the affirmative vote of the holders of at least 70% ofthe voting power of the then outstanding shares of stock of the corporationentitled to vote in the election of directors (the “Voting Stock”), votingtogether as a single class. Such affirmative vote shall be requirednotwithstanding the fact that no vote may be required, or that a lesserpercentage may be specified, by law or by any other provisions of thesearticles of incorporation or in any agreement with any national securitiesexchange or quotation system or otherwise.

 

The term “Business Combination” as used inthis Article shall mean any transaction which is referred to in any one ormore of paragraphs 1 through 5 of Section A of this Article.

 

B. The provisions of Section A of thisArticle shall not be applicable to any particular Business Combination,and such Business Combination shall require only the affirmative vote of themajority of the outstanding shares of capital stock entitled to vote, or suchvote as is required by law or by these articles of incorporation, if, in thecase of any Business Combination that does not involve any cash or otherconsideration being received by the stockholders of the corporation solely intheir capacity as stockholders of the corporation, the condition specified inthe following paragraph 1 is met or, in the case of any other BusinessCombination, all of the conditions specified in either of the followingparagraphs 1 and 2 are met:

 

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1.                             The Business Combinationshall have been approved by a majority of the Disinterested Directors (ashereinafter defined).

 

2.                             All of the followingconditions shall have been met:

 

(a)                        The aggregate amount of thecash and the Fair Market Value as of the date of the consummation of theBusiness Combination of consideration other than cash to be received per shareby the holders of Common Stock in such Business Combination shall at least beequal to the higher of the following:

 

I.                      (ifapplicable) the Highest Per Share Price, including any brokerage commissions,transfer taxes and soliciting dealers’ fees, paid by the Interested Stockholderor any of its Affiliates for any shares of Common Stock acquired by it(X) within the two-year period immediately prior to the first publicannouncement of the proposal of the Business Combination (the “AnnouncementDate”), or (Y) in the transaction in which it became an InterestedStockholder, whichever is higher.

 

II.                  theFair Market Value per share of Common Stock on the Announcement Date or on thedate on which the Interested Stockholder became an Interested Stockholder (suchlatter date is referred to in this Article as the “Determination Date”),whichever is higher.

 

(b)                       Theaggregate amount of the cash and the Fair Market Value as of the date of theconsummation of the Business Combination of consideration other than cash to bereceived per share by holders of shares of any class of outstanding VotingStock other than Common Stock shall be at least equal to the highest of thefollowing (it being intended that the requirements of this subparagraph(b) shall be required to be met with respect to every such class ofoutstanding Voting Stock, whether or not the Interested Stockholder haspreviously acquired any shares of a particular class of Voting Stock):

 

I.                      (ifapplicable) the Highest Per Share Price (as hereinafter defined), including anybrokerage commissions, transfer taxes and soliciting dealers’ fees, paid by theInterested Stockholder for any shares of such class of Voting Stock acquired byit (X) within the two-year period immediately prior to the AnnouncementDate, or (Y) in the transaction in which it became an Interested Stockholder,whichever is higher;

 

II.                  (ifapplicable) the highest preferential amount per share to which the holders ofshares of such class of Voting Stock are entitled in the event of any voluntaryor involuntary liquidation, dissolution or winding up of the corporation; and

 

III.              theFair Market Value per share of such class of Voting Stock on the AnnouncementDate or on the Determination Date, whichever is higher.

 

(c)        The consideration to bereceived by holders of a particular class of outstanding Voting Stock(including Common Stock) shall be in, cash or in the same form as theInterested Stockholder has previously paid for shares of such class of VotingStock. If the

 

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Interested Stockholder has paid for shares of any class of Voting Stockwith varying forms of consideration, the form of consideration to be receivedper share by holders of shares of such class of Voting Stock shall be eithercash or the form used to acquire the largest number of shares of such class ofVoting Stock previously acquired by the Interested Stockholder. The pricedetermined in accordance with subparagraph B.2 of this Article shall besubject to appropriate adjustment in the event of any stock dividend, stocksplit, combination of shares or similar event.

 

(d)                       After such InterestedStockholder has become an Interested Stockholder and prior to the consummationof such Business Combination: (i) except asapproved by a majority of the Disinterested Directors, there shall have been nofailure to declare and pay at the regular date thereforany full quarterly dividends (whether or not cumulative) on any outstandingstock having preference over the Common Stock as to dividends or liquidation;(ii) there shall have been (X) no reduction in the annual rate ofdividends paid on the Common Stock (except as necessary to reflect anysubdivision of the Common Stock), except as approved by a majority of theDisinterested Directors, and (Y) an increase in such annual rate ofdividends as necessary to reflect any reclassification (including any reversestock split), recapitalization, reorganization or any similar transaction whichhas the effect of reducing the number of outstanding shares of Common Stock,unless the failure to so increase such annual rate is approved by a majority ofthe Disinterested Directors; and (iii) neither such Interested Stockholdernor any of its Affiliates shall have become the beneficial owner of anyadditional shares of Voting Stock except as part of the transaction which resultsin such Interested Stockholder becoming an Interested Stockholder.

 

(e)                        After such InterestedStockholder has become an Interested Stockholder, such Interested Stockholdershall not have received the benefit, directly or indirectly (except proportionatelyas a stockholder), of any loans, advances, guarantees, pledges or otherfinancial assistance or any tax credits or other tax advantages provided by theCorporation, whether in anticipation of or in connection with such BusinessCombination or otherwise.

 

(f)                          A proxy or informationstatement describing the proposed Business Combination and complying with therequirements of the Securities Exchange Act of 1934 and the rules andregulations thereunder (or any subsequent provisionsreplacing such Act, rules or regulations) shall be mailed to stockholders ofthe corporation at least 30 days prior to the consummation of suchBusiness Combination (whether or not such proxy or information statement isrequired to be mailed pursuant to such Act or subsequent provisions).

 

C. For the purposes of this Article:

 

1.                             A “Person” shall includean individual, a group acting in concert, a corporation, a partnership, anassociation, a joint venture, a pool, a joint stock company, a trust, an

 

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unincorporated organization or similar company, a syndicate or anyother group formed for the purpose of acquiring, holding or disposing ofsecurities.

 

2.                             “Interested Stockholder”shall mean any Person (other than the corporation or any holding company orsubsidiary thereof) who or which:

 

(a)                        is the beneficial owner,directly or indirectly, of more than 10% of the voting power of the outstandingVoting Stock; or

 

(b)                       is an Affiliate of thecorporation and at any time within the two-year period immediately prior to thedate in question was the beneficial owner, directly or indirectly, of lot ormore of the voting power of the then outstanding Voting Stock; or

 

(c)                        is an assignee of or hasotherwise succeeded to any shares of Voting Stock which were at any time withinthe two-year period immediately prior to the date in question beneficiallyowned by any Interested Stockholder, if such assignment or succession shallhave occurred in the course of a transaction or series of transactions notinvolving a public offering within the meaning of the Securities Act of 1933.

 

3.                             A Person shall be a“beneficial owner” of any Voting Stock:

 

(a)                        which such Person or any of itsAffiliates or Associates (as hereinafter defined) beneficially owns, directlyor indirectly within the meaning of Rule 13d-3 under the SecuritiesExchange Act of 1934, as in effect on June 30, 2003; or

 

(b)                       which such Person or any of itsAffiliates or Associates has (i) the right toacquire (whether such right is exercisable immediately or only after thepassage of time), pursuant to any agreement, arrangement or understanding orupon the exercise of conversion rights, exchange rights, warrants or options,or otherwise, or (ii) the right to vote pursuant to any agreement, arrangementor understanding (but neither such Person nor any such Affiliate or Associateshall be deemed to be the beneficial owner of any shares of Voting Stock solelyby reason of a revocable proxy granted for a particular meeting ofstockholders, pursuant to a public solicitation of proxies for such meeting,and with respect to which shares neither such Person nor any such Affiliate orAssociate is otherwise deemed the beneficial owner); or

 

(c)                        which are beneficially owned,directly or indirectly within the meaning of Rule 13d-3 under theSecurities Exchange Act of 1934, as in effect on December 31, 1991, by anyother Person with which such Person or any of its Affiliates or Associates hasany agreement, arrangement or understanding for the purposes of acquiring,holding, voting (other than solely by reason of a revocable proxy as describedin Subparagraph (b) of this Paragraph 3) or in disposing of anyshares of Voting Stock;

 

provided, however, that, in the case of any employee stock ownership orsimilar plan of the Corporation or of any Subsidiary in which the beneficiariesthereof possess the right 

 

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to vote any shares of Voting Stock held by such plan, no such plan norany trustee with respect thereto (nor any Affiliate of such trustee), solely byreason of such capacity of such trustee, shall be deemed, for any purposeshereof, to beneficially own any shares of Voting Stock held under any suchplan.

 

4.                             Forthe purpose of determining whether a Person is an Interested Stockholderpursuant to Paragraph 2 of this Section C, the number of shares ofVoting Stock deemed to be outstanding shall include shares deemed owned throughapplication of Paragraph 3 of this Section C, but shall not includeany other shares of Voting Stock which may be issuablepursuant to any agreement, arrangement or understanding, or upon exercise ofconversion rights, warrants or options, or otherwise.

 

5.                             “Affiliate” and“Associate” shall have the respective meanings ascribed to such terms inRule 12b-2 of the General Rules and Regulations under the SecuritiesExchange Act of 1934, as in effect on June 30, 2003.

 

6.                             “Subsidiary” means anycorporation of which a majority of any class of equity security is owned,directly or indirectly, by the corporation; provided, however, that for thepurposes of the definition of Interested Stockholder set forth inParagraph 2 of this Section C, the term “Subsidiary” shall mean onlya corporation of which a majority of each class of equity security is owned,directly or indirectly, by the corporation.

 

7.                             “Disinterested Director”means any member of the board of directors who is unaffiliated with theInterested Stockholder and was a member of the board of directors prior to thetime that the Interested Stockholder became an Interested Stockholder, and anydirector who is thereafter chosen to fill any vacancy on the board of directorsor who is elected and who, in either event, is unaffiliated with the InterestedStockholder, and in connection with his or her initial assumption of office isrecommended for appointment or election by a majority of DisinterestedDirectors then on the board of directors.

 

8.                             “Fair Market Value” means:(a) in the case of stock, the highest closing sales price of the stockduring the 30-day period immediately preceding the date in question of a shareof such stock of the National Association of Securities Dealers AutomatedQuotations (“NASDAQ”) System or any system then in use, or, if such stock isadmitted to trading on a principal United States securities exchange registeredunder the Securities Exchange Act of 1934, Fair Market Value shall be thehighest sale price reported during the 30-day period preceding the date inquestion, or, if no such quotations are available, the Fair Market Value on thedate in question of a share of such stock as determined by the board ofdirectors in good faith, in each case with respect to any class of stock,appropriately adjusted for any dividend or distribution in shares of such stockor in combination or reclassification of outstanding shares of such stock intoa smaller number of shares of such stock, and (b) in the case of propertyother than cash or stock, the Fair Market Value of such property on the date inquestion as determined by the board of directors in good faith.

 

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9.                             Reference to “Highest PerShare Price” shall in each case with respect to any class of stock reflect anappropriate adjustment for any dividend or distribution in shares of such stockor any stock split or reclassification of outstanding shares of such stock intoa greater number of shares of such stock or any combination or reclassificationof outstanding shares of such stock into a smaller number of shares of such stock.

 

10.                       In the event of any BusinessCombination in which the Corporation survives, the phrase “other considerationto be received” as used in Subparagraphs (a) and (b) ofParagraph 2 of Section B of this Article shall include theshares of Common Stock and/or the shares of any other class of outstandingVoting Stock retained by the holders of such shares.

 

D.                          A majority of theDisinterested Directors of the corporation shall have the power and duty todetermine for the purposes of this Article, on the basis of information knownto them after reasonable inquiry, (a) whether a person is an InterestedStockholder; (b) the number of shares of Voting Stock beneficially ownedby any person; (c) whether a person is an Affiliate or Associate of another;and (d) whether the assets which are the subject of any BusinessCombination have, or the consideration to be received for the issuance ortransfer of securities by the corporation or any Subsidiary in any BusinessCombination has an aggregate Fair Market Value equaling or exceeding 25% of thecombined assets of the corporation and its Subsidiaries. A majority of theDisinterested Directors shall have the further power to interpret all of theterms and provisions of this Article.

 

E.                            Nothing contained in thisArticle shall be construed to relieve any Interested Stockholder from anyfiduciary obligation imposed by law.

 

F.                            Notwithstanding any otherprovisions of these articles of incorporation or any provision of law whichmight otherwise permit a lesser vote or no vote, but in addition to anyaffirmative vote of the holders of any particular class or series of the VotingStock required by law or these of incorporation, the affirmative vote of theholders of at least 70% of the voting power of all of the then outstandingshares of the Voting Stock, voting together as a single class, shall berequired to alter, amend or repeal this Article.”

 

“FOURTEENTH: Each person who is or was a director or officer of thecorporation and each person who serves or served at the request of thecorporation as a director, officer or partner of another enterprise shall beindemnified by the corporation in accordance with, and to the fullest extentauthorized by, the Business Corporation Act of the State of New Mexico, as thesame now exists or may be hereafter amended. No amendment to or repeal of thisArticle shall apply to or have any effect on the rights of any individualreferred to in this Article for or with respect to acts or omissions ofsuch individual occurring prior to such amendment or repeal.”

 

“FIFTEENTH: In connection with the exercise of its judgment indetermining what is in the best interests of this corporation and itsstockholders when evaluating a

 

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proposal by another person or persons to make a tender or exchangeoffer for any equity security of this corporation or any subsidiary, to mergeor consolidate with this corporation or any subsidiary or to purchase orotherwise acquire all or substantially all of the assets of this corporation orany subsidiary, the board of directors of this corporation may consider all ofthe following factors and any other factors which it deems relevant:(A) the adequacy of the amount to be paid in connection with any suchtransaction; (B) the social and economic effects of the transaction on thecorporation and its subsidiaries and the other elements of the communities inwhich the corporation or its subsidiaries operate or are located; (C) thebusiness and financial condition and earnings prospects of the acquiring personor persons, including, but not limited to, debt service and other existing orlikely financial obligations of the acquiring person or persons, and thepossible effect of such conditions upon the corporation and its subsidiariesand the other elements of the communities in which the corporation and itssubsidiaries operate or are located; (D) the competence, experience, andintegrity of the acquiring person or persons and its or their management; and(E) any antitrust or other legal or regulatory issues which may be raisedby any such transaction.”

 

ARTICLE THREE:  **Shareshave been issued**, and the amendment was adopted by a majority voteof the shareholders entitled to vote.

The number of shares **issued**at the time of such adoption was 6,650,131.

The number of shares **entitled to vote**was 6,650,131.

The number of shares that voted **for**the amendment was 5,250,256.

The number of shares that voted **against**the amendment was 270,159.

The number of shares **abstaining**from voting on the amendment was 439,132.

The **date** the amendment wasadopted was October 1, 2003.

 
| DATED: October 1, 2003 | Trinity Capital Corporation |
|-----------------------------|-----------------------------|
|                        |                        |
|                        | /s/ Steve W. Wells          |   |
|                        | Steve W. Wells              |
|                        | Secretary                   |

 

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STATE OF NEW MEXICO                                                 )

:SS.

COUNTY OF LOS ALAMOS                                      )

 

On October 2, 2003, before me, Steve W. Wells, Secretary ofTrinity Capital Corporation, personally appeared and personally known to me andacknowledged to me that he executed the same in his authorized capacity, and thatby his signature on the instrument the person or the entity upon behalf ofwhich the person acted executed the instrument.

 
|   | Witness my hand and official seal. |
|--------|------------------------------------|
|   |                               |
|   | /s/ Celine Benavidez               |   |
|   |                               |
|   | Signature of Notary Public         |
|   | My commission expires:             | September 14, 2004 |   |
|        |                                    |  |  |  |

 

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