Exhibit 3.1
RESTATED ARTICLES OF INCORPORATION
OF
WEST COAST BANCORP
(Including Amendments Approved April 22, 2003)
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 authorizing the issuance of shares of such series prior to the issuance of
any such shares; provided that such issuance shall be subject to the affirmative vote of the holders of a majority of
the shares present and entitled to vote at a meeting at which such action is submitted for approval if the board of
directors has received notice of or is otherwise aware of any transaction or other event pursuant to which (i) any
"person" (as such term is used in Sections 13(d) and 14(d) or any successor provisions of the Securities
Exchange Act of 1934 and the Securities and Exchange Commission's rules and regulations pursuant thereto
(collectively, the "Exchange Act")), other than the corporation, a subsidiary of the corporation, an employee
benefit or similar plan sponsored by the corporation, or a person permitted to file reports of beneficial ownership
of the corporation's common stock on Schedule 13G u