EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
WEST COAST BANCORP
Effective upon the merger of West Coast Bancorp, an Oregon corporation, with and into Commercial Bancorp,
an Oregon corporation, the name of the surviving corporation shall be changed to be West Coast Bancorp, and
its articles of incorporation shall be amended and restated in the following form:
ARTICLE I
NAME
The name of the corporation is WEST COAST BANCORP.
ARTICLE II
CAPITALIZATION
The corporation is authorized to issue 60,000,000 shares of stock divided into two classes as follows:
A. Common Stock. 50,000,000 shares of common stock which shall have unlimited voting rights, subject only to
such voting rights as may be specified in respect of preferred stock, and shall have the right to receive the net
assets of the corporation upon dissolution, subject only to prior payment of such amount of the net assets of the
corporation as may be specified in respect of shares of preferred stock.
B. Preferred Stock. 10,000,000 shares of preferred stock issuable from time to time in one or more series as
permitted by law and the provisions of the articles of incorporation as may be determined from time to time by
the board of directors (or a committee of the board of directors or an officer duly authorized to take such action)
and stated in a resolution or resolutions providing for the issuance of shares of such series prior to the issuance of
any such shares:
1. Issuance in Series. The board of directors (or a committee of the board of directors or an officer duly
authorized to take such action) shall have the authority to fix and determine, subject to the provisions hereof, the
rights and preferences of the shares of any series so established, including, without limitation, the rate of dividend,
whether the dividend shall be cumulative, whether shares may be redeemed and, if so, the redemption price and
the terms and conditions of the redemption, the amount payable upon shares in the event of voluntary or
involun