**Exhibit 3.1**

 

**CERTIFICATE OF AMENDMENT**

**OF THE**

**AMENDED AND RESTATED ARTICLES OF INCORPORATION**

**OF**

**NATIONAL MERCANTILE BANCORP**

 

 

The undersigned certify that:

 

1.               They are the President and the AssistantSecretary, respectively, of National Mercantile Bancorp, a Californiacorporation.

 

2.               Article XI, Section C of the Amended andRestated Articles of Incorporation of this corporation is amended to add a newparagraph (4) to the section that reads as follows:

 

“(4)**Automatic Conversion**.

 

(a) Each share ofSeries A Preferred Stock shall automatically be converted into shares(calculated as to each conversion to the nearest 1/100th of ashares) of Common Stock (as used in Section C(3)(h)), based on thethen-effective conversion price (as provided in Section C(3)), upon theapproval (at a meeting or by written consent) of the holders of a majority ofthe outstanding shares of the Series A Preferred Stock (the “AutomaticConversion”).

 

(b) The effectivedate of the Automatic Conversion shall be: (i) if the approval shall be givenat a meeting, the close of business on the date of the meeting; or (ii) if theapproval shall be given by written consent, the close of business on the datethe Corporation shall have first received sufficient written consents to causethe Automatic Conversion.  The recorddate for determining holders of the Series A PreferredStock entitled to give consents shall be the date the Corporation receives thefirst written consent with such approval. If the conversion is not approved within 60 days of receipt by theCorporation of the first written consent, all written consents received priorthereto shall be invalid and of no force or effect.

 

(c) Upon the effective date of the AutomaticConversion, the outstanding shares of Series A Preferred Stock shall beconverted automatically into Common Stock whether or not the certificatesrepresenting such shares are surrendered to the Corporation or its transferagent.(d) Following the effective date of theAutomatic Conversion, the Corporation shall notify the holders of the Series APreferred Stock of the Automatic Conversion. The holders of the Series A Preferred Stockshall surrender the certificates representing such Series A Preferred Stock atthe office of the Corporation or the transfer agent for the Corporation.  Thereupon,

 

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there shall be issued and delivered to each suchholder promptly at such office and in such holder’s name as shown on suchsurrendered certificate or certificates, a certificate or certificates for thenumber of shares of Common Stock into which the sharesof Series A Preferred Stock surrendered were convertible on the effective dateof the Automatic Conversion.  Nofractional shares of Common Stock shall be issued upon Automatic Conversion,but, instead of any fraction of a share which would otherwise be issuable, theCorporation shall pay a cash adjustment in respect of such fraction in anamount equal to the same fraction of the market price per share of Common Stockas of the close of business on the day of the automatic conversion.  “Market price” has the meaning ascribed to itin Section C(3)(i).”

 

3.               The foregoing amendment of the Amendedand Restated Articles of Incorporation has been duly approved by the board ofdirectors.

 

4.               The foregoing amendment of the Amendedand Restated Articles of Incorporation has been duly approved by the requiredvote of shareholders in accordance with Section 902 and 903 of the CaliforniaCorporations Code. The total number of outstanding voting shares of thecorporation on April 1, 2005, the record date, was 3,656,399 of which 3,006,774are shares of Common Stock and 649,625 are shares of Series APreferred Stock. The number of shares voting in favor of the amendment equaledor exceeded the vote required. The percentage vote required was more than 50%of the number of outstanding shares of Common Stock and more than 50% of thenumber of outstanding shares of Series A PreferredStock.

 

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We further declare underpenalty of perjury under the laws of the State of California that the matters setforth in this certificate are true and correct of our own knowledge.

 

 
| DATE:  | May 20, 2005 |                                   |
|--------|--------------|----------------------------------------|
|   |         |                                   |
|   |         |                                   |
|   |         | /s/ Scott A. Montgomery                |
|   |         | Scott A. Montgomery, President and CEO |
|   |         |                                   |
|   |         |                                   |
|   |         | /s/ Giovanna Soprano                   |
|   |         | Giovanna Soprano, Assistant Secretary  |
|        |              |                                        |  |

 

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