Exhibit
3.2
 
 
 **ARTICLES
OF INCORPORATION**
 **as
in effect on April 8, 2005**
 
 
 **ARTICLE
I**
 
 The name
of the corporation is:
 
 CAPITAL
CORP OF THE WEST
 
 **ARTICLE
II**
 
 The
purpose of the corporation is to engage in any lawful act or activity for which
a corporation may be organized under the General Corporation Law of California
other than the banking business, the trust company business, or the practice of
a profession permitted to be incorporated by the California Corporations
Code.
 
 **ARTICLE
III**
 
 The
corporation’s initial agent for service of process is:
 
 Thomas T.
Hawker
 1160 W.
Olive Avenue, Suite A
 Merced,
California 95348
 
 **ARTICLE
IV**
 
 The
corporation is authorized to issue two classes of shares, designated
respectively “Common Stock” and “Preferred Stock.” The number of shares of
Common Stock which the corporation is authorized to issue is 54,000,000 and the
number of shares of Preferred Stock which the corporation is authorized to issue
is 10,000,000. Upon amendment of this Article to read as herein set forth, each
outstanding share of Common Stock is split up and converted into 1.8 shares of
Common Stock.
 
 
 **ARTICLE
V**
 
 The
Preferred shares may be issued from time to time in one or more series. The
Board of Directors is authorized to fix the number of shares of any series of
Preferred shares and to determine the designation of any such series. The Board
of Directors is also authorized to determine or alter the rights, preferences,
privileges, and restrictions granted to or imposed upon any wholly unissued
series of Preferred shares and, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any series, to increase or decrease (but not below the
number of shares of such series then outstanding) the number of shares of any
such series subsequent to the issue of shares of that series.
  1
  Series
A Junior Participating Preferred Stock :
 
 Paragraph
1. Designation
and Amount . The
shares of such series shall be designated as "Series A Junior Participating
Preferred Stock" (the "Series A Preferred Stock") and the number of shares
constituting the Series A Preferred Stock shall be 400,000. Such number of
shares may be increased or decreased by resolution of the Board of Directors; provided , that no
decrease shall reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.
 
 Paragraph
2. Dividends
and Distributions .
 
 (A)  Subject
to the rights of the holders of any shares of any series of Preferred Stock (or
any similar stock) ranking prior and superior to the Series A Preferred Stock
with respect to dividends, the holders of shares of Series A Preferred Stock, in
preference to the holders of Common Stock, no par value (the "Common Stock"), of
the Corporation, and of any other junior stock, shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, dividends payable in cash (each payment date
determined by the Board of Directors being referred to herein as a "Dividend
Payment Date"), commencing on the first Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Preferred Stock, in an
amount per share (subject to the provision for adjustment hereinafter set forth)
equal to 100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions, other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of the Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Dividend Payment Date or, with respect to the first
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Preferred Stock. In the event the Corporation shall at any
time declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
  2
  (B)  The
Corporation shall declare a dividend or distribution on the Series A Preferred
Stock as provided in paragraph (A) of this Paragraph 2 immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock).
 
 (C)  The Board
of Directors may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more than 60 days
prior to the date fixed for the payment thereof.
 
 Paragraph
3. Voting
Rights . The
holders of shares of Series A Preferred Stock shall have the following voting
rights:
 
 (A)  Subject
to the provision for adjustment hereinafter set forth, each share of Series A
Preferred Stock shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of the shareholders of the Corporation. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
number of votes per share to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such an event shall be adjusted by
multiplying such number by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
 
 (B)  Except as
otherwise provided herein, in any other Certificate of Amendment to the Articles
of Incorporation or Certificate of Determination creating a series of Preferred
Stock or any similar stock, or by law, the holders of shares of Series A
Preferred Stock and the holders of shares of Common Stock and any other capital
stock of the Corporation having general voting rights shall vote together as one
class on all matters submitted to a vote of shareholders of the
Corporation.
 
 (C)  Except as
set forth herein, or as otherwise provided by law, holders of Series A Preferred
Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of Common
Stock as set forth herein) for taking any corporate action.
 
 Paragraph
4. Certain
Restrictions .
 
 (A)  Whenever
quarterly dividends or other dividends or distributions payable on the Series A
Preferred Stock as provided in Paragraph 2 are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared, on
shares of Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
  3
 
 (i)  declare
or pay dividends, or make any other distributions, on any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock;
 
 (ii)  declare
or pay dividends, or make any other distributions, on any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except dividends paid ratably on
the Series A Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders of
all such shares are then entitled;
 
 (iii)  redeem or
purchase or otherwise acquire for consideration shares of any stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such junior stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series A
Preferred Stock; or
 
 (iv)  redeem or
purchase or otherwise acquire for consideration any shares of Series A Preferred
Stock, or any shares of stock ranking on a parity with the Series A Preferred
Stock, except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or
classes.
 
 (B)  The
Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation
unless the Corporation could, under paragraph (A) of this Paragraph 4, purchase
or otherwise acquire such shares at such time and in such manner.
 
 Paragraph
5. Reacquired
Shares . Any
shares of Series A Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, in the Articles of Incorporation, or
in any other Certificate of Amendment to the Articles of Incorporation or
Certificate of Determination creating a series of Preferred Stock or any similar
stock or as otherwise required by law.
  4
 
 Paragraph
6. Liquidation,
Dissolution or Winding Up . Upon
any liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received a minimum of $100.00 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, provided that the holders of
shares of Series A Preferred Stock shall be entitled to receive an aggregate
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount to be distributed per share to holders
of shares of Common Stock, or (2) to the holders of shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except distributions made ratably on the
Series A Preferred Stock and all such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at
any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
 
 Paragraph
7. Consolidation,
Merger, etc. In case
the Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any such
case each share of Series A Preferred Stock shall at the same time be similarly
exchanged or changed into an amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock into a greater or lesser number of shares of Common Stock), then
in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Preferred Stock shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
 
 Paragraph
8. No
Redemption . The
shares of Series A Preferred Stock shall not be redeemable.
 
 Paragraph
9. Rank . The
Series A Preferred Stock shall rank, with respect to the payment of dividends
and the distribution of assets, junior to all other series of the Corporation's
Preferred Stock.
  5
 
 Paragraph
10. Amendment . The
Articles of Incorporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely without, in addition to
any other vote of shareholders required by law, the affirmative vote of the
holders of at least a majority of the outstanding shares of Series A Preferred
Stock, voting together as a single class.
 
 Paragraph
11. Fractional
Shares . The
Series A Preferred Stock may be issued in fractions of a share which shall
entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of the Series A Preferred
Stock.”
 
 
 **ARTICLE
VI**
 
 The
liability of the directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law as the same
exists or may hereafter be amended. Any repeal or modification of the foregoing
provisions of this Article VI by the shareholders of the corporation shall not
adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.
 
 **ARTICLE
VII**
 
 As
permitted by and within the limitations of Section 204(a)(11) of the California
Corporations Code (the “Code”), the corporation is specifically authorized, by
bylaw, agreement or otherwise, to provide for indemnification of its agents in
excess of that expressly permitted by Section 317 of the Code.
 
 **ARTICLE
VIII**
 
 
 Any
action required or permitted to be taken by the shareholders of this corporation
must be taken at a duly called annual meeting or special meeting of the
shareholders of the corporation and no action may be taken by the written
consent by the shareholders.
  6