Exhibit 3.2
I, HARRIET SMITH
WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF “SERVISFIRST BANCSHARES, INC.”, FILED IN THIS OFFICE ON THE TWENTY-SEVENTH
DAY OF MARCH, A.D. 2008, AT 10:15 O’CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.
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State of Delaware
Secretary of State
Division of Corporations
Delivered 10:15 AM 03/27/2008
FILED 10:15 AM 03/27/2008
SRV 080361406 — 4399854 FILE
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SERVISFIRST BANCSHARES, INC.
ServisFirst
Bancshares, Inc., a corporation organized and existing under and by
virtue of the Delaware General Corporation Law (“DGCL”), does hereby certify as
follows:
FIRST:
The name of the corporation is ServisFirst Bancshares, Inc. (the
“Corporation”).
SECOND:
The Board of Directors of the Corporation has duly adopted a resolution
setting forth a proposed amendment of the Certificate of Incorporation of the
Corporation, declaring said amendment to be advisable, and calling a meeting of the
stockholders of the Corporation for consideration thereof.
THIRD:
The resolution setting forth the proposed amendment is as follows:
RESOLVED,
that, subject to the approval by the affirmative vote of
the holders of a majority of the issued and outstanding common stock of
the Corporation at the 2008 Annual Meeting of Stockholders of the
Corporation, Article IV, Section 4.1 of the Certificate of Incorporation
of the Corporation shall be and read as follows:
Section 4.1
Authorization of Capital. The total number of shares
of all classes of capital stock which the Corporation shall have
authority to issue is Sixteen Million (16,000,000) shares, comprised of
Fifteen Million (15,000,000) shares of Common Stock, with a par value of
$.001 per share, and One Million (1,000,000) shares of Preferred Stock,
with a par value of $.001 per share, as the Board of Directors may
decide to issue pursuant to Section 4.3, which constitutes a total
authorized capital of all classes of capital stock of Sixteen Thousand
Dollars ($16,000.00).
FOURTH:
Thereafter, pursuant to a resolution of the Corporation’s Board of
Directors, an annual meeting of the stockholders of the Corporation was duly called
and held upon notice in accordance with Section 222 of the DGCL, at which meeting
the necessary number of shares as required by statute were voted in favor of the
amendment set forth above.
FIFTH:
Such amendment was duly adopted in accordance with the provisions of
Section 242 of the DGCL.
