CERTIFICATE OF INCORPORATION
OF NARA BANCORP, INC.
I, the undersigned, for purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
execute this Certificate of Incorporation and do hereby certify as follows:
The name of this corporation is NARA BANCORP, INC.
The address of the registered office of the Corporation in the
State of Delaware is 9 East Loockerman Street, in the City of Dover, County of
Kent, 19901. The name and address of the Corporation's registered agent in the
State of Delaware is National Corporate Research, Ltd., 9 East Loockerman
Street, Dover, Delaware 19901.
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
The total number of shares of all classes of stock which the
corporation shall have authority to issue is ten million (10,000,000) shares of
Common Stock, $0.001 par value per share ("Common Stock"). Except to the extent
required by governing law, rule or regulation, the shares of capital stock may
be issued from time to time by the Board of Directors without further approval
of shareholders. The Corporation shall have the authority to purchase its
capital stock out of funds lawfully available therefor, which funds shall
include, without limitation, the Corporation's unreserved and unrestricted
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend and rescind any or all of the Bylaws of the corporation.
The number of directors of the corporation shall be fixed from
time to time by a bylaw or amendment thereof duly adopted by the Board of
Directors or by the stockholders.
The election of directors need not be by written ballot unless
the Bylaws of the corporation shall so provide.
Meetings of stockholders may be held within or without the State
of Delaware, as the Bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the corporation.
The corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware, as the same exists or as
may hereafter be amended and supplemented from time to time, indemnify any and
all directors and officers whom it shall have the power to indemnify under said
Section 145 from and against any and all of the expenses, liabilities, or other
matters referred to or covered by said Section, and the indemnification provided
for herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in their official
capacities and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director or officer, and
shall inure to the benefit of the heirs, executors, and administrators of such a
person. To the fullest extent permitted by Delaware law, as it may be amended
and supplemented from time to time, a director of the corporation shall not be
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.
The incorporator of the corporation is Michel Urich, whose
address is 11355 West Olympic Blvd., Los Angeles, California 90064.
The corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
IN WITNESS WHEREOF, the undersigned incorporator hereby
acknowledges that the foregoing Certificate of Incorporation is his act and deed
and that the facts stated therein are true.
Dated: June 5, 2000.
/s/ MICHEL URICH
Michel Urich, Incorporator