AMERICAN RIVER HOLDINGS
1. The undersigned hereby certifies that she is the duly appointed Secretary of American River Holdings and is
serving in that capacity in accordance with the Bylaws of the Corporation.
2. The undersigned further certifies that the attached amended Article Seven and Article Eight of the American
River Holdings Articles of Incorporation have been duly adopted and are in full force and effect.
"Seven: Classified Board of Directors.
(a) The number of directors which shall constitute the whole board of directors of this corporation shall be
specified in the bylaws of the corporation.
(b) In the event that the authorized number of directors shall be fixed at nine (9) or more, the board of directors
shall be divided into three classes: Class I, Class II, and Class III, each consisting of a number of directors equal
as nearly as practicable to one-third the total number of directors. Directors in Class I shall initially serve for a
term expiring at the 2001 annual meeting of shareholders, directors in Class II shall initially serve for a term
expiring at the 2002 annual meeting of shareholders, and directors in Class III shall initially serve for a term
expiring at the 2003 annual meeting of shareholders. Thereafter, each director shall serve for a term ending at the
third annual shareholders meeting following the annual meeting at which such director was elected. In the event
that the authorized number of directors shall be fixed with at least six (6) but less than nine (9), the board of
directors shall be divided into two classes, designated Class I and II, each consisting of one-half of the directors
or as close as an approximation as possible. At each annual meeting, each of the successors to the directors of
the class whose term shall have expired at such annual meeting shall be elected for a term running until the second
annual meeting next succeeding his or her election and until his or her successor shall have been dul