EXHIBIT 4.1


 


ARTICLES OF RESTATEMENT

OF

RESTATED

ARTICLES OF INCORPORATION

OF STERLING FINANCIAL CORPORATION


 


The undersigned officers of Sterling Financial Corporation (the “Corporation”),
on behalf of the Corporation do hereby certify that the following correctly set
forth the Restated Articles of the Corporation. These Restated Articles of
Incorporation shall completely supersede the Corporation’s Restated Articles of
Incorporation and Articles of Amendment of Restated Articles of Incorporation.


 


Article I


 


The name of the Corporation is Sterling Financial Corporation.


 


Article II


 


The principal place of business of the Corporation shall be in the City
of Spokane, Spokane County, Washington.


 


Article III


 


The purpose of this Corporation is to serve as a holding company and to
transact such other business and perform such other acts as are permitted under
federal law or the law of the State of Washington as such laws are now in
effect or at any time in the future may be amended.


 


Article IV


 


The duration of the Corporation shall be perpetual.


 


Article V


 


The total number of shares of stock which the Corporation shall have the
authority to issue is fifty million (50,000,000) of which forty million
(40,000,000) shall be Common Stock having a par value of One Dollar ($1.00) per
share and ten million (10,000,000) shares shall be Preferred Stock having a par
value of One Dollar ($1.00) per share. 
Cumulative voting rights shall not exist with respect to shares of stock
or securities converted into shares of stock of the Corporation. The Board of
Directors is hereby authorized, subject to the limitations prescribed by law
and the provisions hereof, at its option, from time to time, to divide all or
any part of the Preferred Stock into series thereof, to establish from time to
time the number of shares to be included in any such series, and to fix the
designation, powers, preferences and rights of the


 


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shares of each such series and qualifications, limitations or restrictions
thereof, and to determine variations, if any, between any series so established
as to all matters, including, but not limited to, the determination of the
following:


 


(a)                                  the number of shares
constituting each such series and the distinctive designation of such series;


 


(b)                                 the rate of dividend,
if any, and whether dividends shall be cumulative or noncumulative;


 


(c)                                  whether or not such
series shall be redeemable and, if so, the terms and conditions upon which
shares of such series shall be redeemable, including the date or dates after
which they shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at different
redemption dates;


 


(d)                                 the extent, if any, to
which such series shall have the benefit of any sinking fund provisions for
redemption or purchase of shares;


 


(e)                                  the rights, if any,
of such series in the event of dissolution of the Corporation or upon any
distribution of the assets of the Corporation, including with respect to
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of such series;


 


(f)                                    whether or not the
Shares of such series shall be convertible and, if so, the terms and conditions
of which shares of such series shall be so convertible; and


 


(g)                                 such other powers,
designations, preferences and relative participating, optional or other special
rights and such qualifications, limitations or restrictions thereon to the
extent permitted by law.


 


Article VI


 


The registered agent of this Corporation and the street address of the
registered office of this Corporation are as follows:


 




	
  Registered
  Agent

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
  Eleven-Fourteen, Inc. 

  	
   

  	
  1100 U.S. Bank Building

  
	
   

  	
  422 West Riverside Avenue

  
	
   

  	
  Spokane, WA 99201-0390

  






 


Article VII


 


Shareholders of this Corporation shall not have preemptive rights to
acquire additional shares offered for sale by this Corporation.


 


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Article VIII


 


Shareholders of this Corporation shall not have cumulative voting
rights.


 


Article IX


 


The terms of directors of the Corporation will be staggered by dividing
the directors into three groups with each group containing one-third of the
total, as near as may be. The terms of the directors in the first group will
expire at the first annual shareholders’ meeting after their election. The
terms of the directors in the second group will expire at the second annual
shareholders’ meeting after their election. The terms of the directors in the
third group will expire at the third annual shareholders’ meeting after their
election. At each annual shareholders’ meeting after the establishment of
staggered terms for directors, directors shall be chosen for a term of three
years to succeed those whose terms expire.


 


Article X


 


A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages arising from any conduct
as a director, except for liability of the director for (i) acts or
omissions that involve intentional misconduct or a knowing violation of law by
the director, (ii) conduct which violates RCW 23B.08.310 of the Washington
Business Corporation Act, pertaining to unpermitted distributions to shareholders,
or (iii) any transaction from which the director will personally receive a
benefit in money, property or services to which the director is not legally
entitled. Should the Washington Business Corporation Act be amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be so amended. Any repeal or modification of the foregoing paragraph 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 XI


 


To the fullest extent allowed by applicable laws existing from time to
time, any person may, and directors and officers shall, be indemnified or
reimbursed by the Corporation for reasonable expenses (including attorneys’
fees) actually incurred in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative to which he/she or they shall be made a party or threatened to be
made a party by reason of his/her being or having been a director, officer,
employee or agent of the Corporation or of any firm, corporation, employee
benefit plan or other organization which; he/she served in any such capacity at
the request of the Corporation; provided, however, that no such
person shall be so indemnified or reimbursed (1) in relation to any matter
in such action, suit or proceeding as to which he/she shall finally be adjudged
to have been guilty or liable for gross negligence, willful misconduct or
criminal acts in the performance of his/her duties to the Corporation; or (2) in
relation to any matter in such action, suit or proceeding which has been made
the subject of a compromise settlement except with the approval of (a) a
court of


 


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competent jurisdiction, (b) the holders of record of a majority of
the outstanding shares of the Corporation, or (c) the Board of Directors,
acting by vote of a majority of directors not parties to the same or
substantially the same action, suit or proceeding, whether or not such a
majority constitutes a quorum. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which such person,
his/her heirs, executors or administrators may be entitled as a matter of law.
Those persons indemnified hereunder shall be deemed to include the heirs, legal
representatives, executors and administrators of such person.


 


The Corporation shall pay the expenses (including attorneys’ fees)
incurred in defending a civil or criminal action, suit or proceeding. The
director, officer, employee or agent must repay such amount, however, if it
shall ultimately be determined that he/she is not entitled to be indemnified by
the Corporation as authorized in this section.


 


Article XII


 


The name and address of the incorporator is:


 




	
  Name

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
  Eleven-Fourteen, Inc. 

  	
   

  	
  1100 U.S. Bank Building

  
	
   

  	
  422 West Riverside Avenue

  
	
   

  	
  Spokane, WA 99201-0390

  






 


IN WITNESS WHEREOF, the Corporation has caused these Restated Articles
of Incorporation to be executed in duplicate this 25th day of April, 2003.


 


	
   

  	
  STERLING FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ /William W. Zuppe

  	
   

  
	
   

  	
   

  	
  William W. Zuppe, President

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Ned M. Barnes

  	
   

  	
   

  
	
  Ned M. Barnes, Secretary

  	
   

  
					



 


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