EXHIBIT "B"
BYLAWS
OF
AUTO-GRAPHICS, INC.
a California corporation
TABLE OF CONTENTS
Article Section Page
ARTICLE I OFFICES
Section 1.01 PRINCIPAL OFFICES 1
Section 1.02 OTHER OFFICES 1
ARTICLE II MEETINGS OF SHAREHOLDERS
Section 2.01 PLACE OF MEETINGS 1
Section 2.02 ANNUAL MEETING 1
Section 2.03 SPECIAL MEETING 1
Section 2.04 NOTICE OF SHAREHOLDERS' MEETINGS 2
Section 2.05 MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE 2
Section 2.06 QUORUM 2
Section 2.07 ADJOURNED MEETING; NOTICE 3
Section 2.08 VOTING 3
Section 2.09 WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS 3
Section 2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT
WITHOUT A MEETING 4
Section 2.11 RECORD DATE FOR SHAREHOLDER NOTICE,
VOTING, AND GIVING CONSENTS 4
Section 2.12 PROXIES 4
Section 2.13 INSPECTORS OF ELECTION 5
ARTICLE III DIRECTORS
Section 3.01 POWERS 5
Section 3.02 NUMBER AND QUALIFICATION OF DIRECTORS 6
Section 3.03 ELECTION AND TERM OF OFFICE OF DIRECTORS 6
Section 3.04 VACANCIES 6
Section 3.05 PLACE OF MEETINGS AND MEETINGS BY TELEPHONE 7
Section 3.06 ANNUAL MEETING 7
Section 3.07 OTHER REGULAR MEETINGS 7
Section 3.08 SPECIAL MEETINGS 7
Section 3.09 QUORUM 8
Section 3.10 WAIVER OF NOTICE 8
Section 3.11 ADJOURNMENT 8
Section 3.12 ACTION WITHOUT MEETING 8
Section 3.13 FEES AND COMPENSATION OF DIRECTORS 8
Section 3.14 MANIFESTATION OF DISSENT 8
ARTICLE IV COMMITTEES
Section 4.01 COMMITTEES OF DIRECTORS 9
Section 4.02 MEETINGS AND ACTION OF COMMITTEES 9
ARTICLE V OFFICERS
Section 5.01 GENERALLY 9
Section 5.02 COMPENSATION 10
Section 5.03 SUCCESSION 10
Section 5.04 AUTHORITY AND DUTIES 10
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
Section 6.01 AGENTS, PROCEEDINGS, AND EXPENSES 10
Section 6.02 ACTIONS OTHER THAN BY THE CORPORATION 10
Section 6.03 ACTIONS BY THE CORPORATION 11
Section 6.04 SUCCESSFUL DEFENSE BY AGENT 11
Section 6.05 REQUIRED APPROVAL 11
Section 6.06 ADVANCE OF EXPENSES 12
Section 6.07 OTHER RIGHTS 12
Section 6.08 LIMITATIONS 12
Section 6.09 INSURANCE 12
Section 6.10 FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN 12
ARTICLE VII RECORDS AND REPORTS
Section 7.01 MAINTENANCE AND INSPECTION OF SHARE REGISTER 13
Section 7.02 MAINTENANCE AND INSPECTION OF BYLAWS 13
Section 7.03 MAINTENANCE AND INSPECTION OF OTHER
CORPORATE RECORDS 13
Section 7.04 INSPECTION BY DIRECTORS 14
Section 7.05 ANNUAL REPORT TO SHAREHOLDERS 14
Section 7.06 FINANCIAL STATEMENTS 14
Section 7.07 ANNUAL STATEMENT OF GENERAL INFORMATION 14
ARTICLE VIII GENERAL CORPORATE MATTERS
Section 8.01 RECORD DATE FOR PURPOSES OTHER THAN
NOTICE AND VOTING 15
Section 8.02 CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS 15
Section 8.03 EXECUTION OF CORPORATE CONTRACTS AND
INSTRUMENTS 15
Section 8.04 CERTIFICATES FOR SHARES 15
Section 8.05 LOST CERTIFICATES 16
Section 8.06 REPRESENTATION OF SHARES OF OTHER
CORPORATIONS 16
Section 8.07 CONSTRUCTION AND DEFINITIONS 16
ARTICLE IX AMENDMENTS
Section 9.01 AMENDMENT BY SHAREHOLDERS 16
Section 9.02 AMENDMENT BY DIRECTORS 16
BYLAWS
OF
AUTO-GRAPHICS, INC.
a California corporation
ARTICLE I
OFFICES
Section 1.01 PRINCIPAL OFFICES
PRINCIPAL OFFICES . The board of directors shall fix the location
of the principal executive office of the corporation at any place
within or outside the State of California. If the principal
executive office is located outside this state, and the
corporation has one or more business offices in this state, the
board of directors shall fix and designate a principal business
office in the State of California.
Section 1.02 OTHER OFFICES
The board of directors may at any time establish branch
or subordinate offices at any place or places where the
corporation is qualified to do business.
ARTICLE II
MEETINGS OF SHAREHOLDERS OF SHAREHOLDERS
Section 2.01 PLACE OF MEETINGS
Meetings of shareholders shall be held at any place
within or outside the State of California designated by resolution
of the board of directors. In the absence of any such
designation, shareholders' meetings shall be held at such place
as may be designated in the notice of the meeting, or if no such
place is designated, then at the principal executive office of the
corporation.
Section 2.02 ANNUAL MEETING
The annual meeting of shareholders shall be held each
year on a date and at a time designated by the board of directors.
At each annual meeting directors shall be elected, and any other
proper business may be transacted. The date so designated shall
be within five (5) months after the end of the fiscal year of the
corporation and within fifteen (15) months after the last annual
meeting.
Section 2.03 SPECIAL MEETING
A special meeting of the shareholders may be called at
any time by the board of directors, or by the chairman of the
board, or by the president, or by one or more shareholders holding
shares in the aggregate entitled to cast not less than 10% of the
votes at that meeting.
If a special meeting is called by any person or persons other
than the board of directors, the request shall be in writing,
specifying the time of such meeting, the place of such meeting,
and the general nature of the business proposed to be transacted,
and shall be delivered personally or sent by registered mail or
by telegraphic or other facsimile transmission to the chairman of
the board, the president, any vice president, or the secretary of
the corporation. The officer receiving the request shall cause
notice to be promptly given to the shareholders entitled to vote,
in accordance with the provisions of Sections 2.04 and 2.05, that
a meeting will be held at the time requested by the person or
persons calling the meeting, not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request. If
the notice is not given within twenty (20) days after receipt of
the request, the person or persons requesting the meeting may give
the notice. Nothing contained in this paragraph of this Section
2.03 shall be construed as limiting, fixing, or affecting the time
when or the place where a meeting of shareholders called by action
of the board of directors may be held.
Section 2.04 NOTICE OF SHAREHOLDERS' MEETINGS
All notices of meetings of shareholders shall be sent or otherwise
given in accordance with Section 2.05 not less than ten (10), or if
sent by third class mail thirty (30), nor more than sixty (60) days
before the date of the meeting. The notice shall specify the
place, date, and hour of the meeting and (i) in the case of a
special meeting, the general nature of the business to be transacted,
or (ii) in the case of the annual meeting, those matters which the
board of directors, at the time of giving the notice, intends to
present for action by the shareholders. The notice of any meeting
at which directors are to be elected shall include the name of any
nominee or nominees whom, at the time of the notice, management intends
to present for election.
If action is proposed to be taken at any meeting for approval
of (i) a contract or transaction in which a director has a direct
or indirect financial interest, pursuant to Section 310 of the
Corporations Code of California, (ii) an amendment of the articles
of incorporation, pursuant to Section 902 of that Code, (iii) a
reorganization of the corporation, pursuant to Section 1201 of
that Code, (iv) a voluntary dissolution of the corporation,
pursuant to Section 1900 of that Code, or (v) a distribution in
dissolution other than in accordance with the rights of
outstanding preferred shares, pursuant to Section 2007 of that
Code, the notice shall also state the general nature of that
proposal.
Section 2.05 MANNER OF GIVING NOTICE: AFFIDAVIT OF
NOTICE
Notice of any meeting of shareholders shall be given either
personally or by first class mail (or, if the corporation shall
have outstanding shares held of record by 500 or more persons on
the record date, notice may be sent by third class mail) or
telegraphic or other written communication, charges prepaid,
addressed to the shareholder at the address of that shareholder
appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice. If no
such address appears on the corporation's books or is given,
notice shall be deemed to have been given if sent to that
shareholder by first class mail or telegraphic or other written
communication to the corporation's principal executive office, or
if published at least once in a newspaper of general circulation
in the county where that office is located. Notice shall be
deemed to have been given at the time when delivered personally
or deposited in the mail or sent by telegram or other means of
written communication.
If any notice addressed to a shareholder at the address
of that shareholder appearing on the books of the corporation is
returned to the corporation by the United States Postal Service
marked to indicate that the United States Postal Service is unable
to deliver the notice to the shareholder at that address, all
future notices or reports shall be deemed to have been duly given
without further mailing if these shall be available to the
shareholder on written demand of the shareholder at the principal
executive office of the corporation for a period of one year from
the date of the giving of the notice.
An affidavit of the mailing or other means of giving any
notice of any shareholders' meeting shall be executed by the
secretary, assistant secretary, or any transfer agent of the
corporation giving the notice, and shall be filed and maintained
in the minute book of the corporation.
Section 2.06 QUORUM
The presence in person or by proxy of the holders of a majority of
the shares entitled to vote at any meeting of shareholders shall
constitute a quorum for the transaction of business. The
shareholders present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave
less than a quorum, if any action taken, other than adjournment,
is approved by at least a majority of the shares required to
constitute a quorum.
Section 2.07 ADJOURNED MEETING; NOTICE
Any shareholders' meeting, annual or special, whether or not a quorum
is present, may be adjourned from time to time by the vote of the majority
of the shares represented at that meeting, either in person or by proxy,
but in the absence of a quorum, no other business may be transacted at
that meeting, except as provided in Section 2.06.
When any meeting of shareholders, either annual or special,
is adjourned to another time or place, notice need not be given
of the adjourned meeting if the time and place are announced at
a meeting at which the adjournment is taken, unless a new record
date for the adjourned meeting is fixed, or unless the adjournment
is for more than forty-five (45) days from the date set for the
original meeting, in which case the board of directors shall set
a new record date. Notice of any such adjourned meeting shall be
given to each shareholder of record entitled to vote at the
adjourned meeting in accordance with the provisions of Sections
2.04 and 2.05. At any adjourned meeting the corporation may
transact any business which might have been transacted at the
original meeting.
Section 2.08 VOTING
The shareholders entitled to vote at any meeting of shareholders shall
be determined in accordance with the provisions of Section 2.11,
subject to Corporations Code of California (relating to voting
shares held by a fiduciary, in the name of a corporation, or in
joint ownership). The shareholders' vote may be by voice vote or
by ballot; provided, however, that any election for directors must
be by ballot if demanded by any shareholder before the voting has
begun. On any matter other than elections of directors, any
shareholder may vote part of the shares in favor of the proposal
and refrain from voting the remaining shares or vote them against
the proposal, but, if the shareholder fails to specify the number
of shares which the shareholder is voting affirmatively, it will
be conclusively presumed that the shareholder's approving vote is
with respect to all shares that the shareholder is entitled to
vote. Except as provided in Section 2.06, the affirmative vote
of a majority of the shares represented and voting at a duly held
meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required
quorum) shall be the act of the shareholders, unless the vote of
a greater number or voting by classes is required by the
California General Corporation Law, by the articles of
incorporation, or by the bylaws.
At a shareholders' meeting at which directors are to be
elected, no shareholder shall be entitled to cumulate votes, i.e.
cast for any candidate a number of votes greater than the number
of votes which such shareholder normally is entitled to cast,
unless the candidates' names have been placed in nomination prior
to commencement of the voting and a shareholder has given notice
prior to commencement of the voting of the shareholder's intention
to cumulate votes. If any shareholder has given such a notice,
then every shareholder entitled to vote may cumulate votes for
candidates in nomination and give one candidate a number of votes
equal to the number of directors to be elected multiplied by the
number of votes to which that shareholder's shares are entitled,
or distribute the shareholder's votes on the same principle among
any or all of the candidates, as the shareholder thinks fit. The
candidates receiving the highest number of votes, up to the number
of directors to be elected, shall be elected.
Section 2.09 WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS
The transactions of any meeting of shareholders, either annual or special,
however called and noticed, and wherever held, shall be as valid as though
had at a meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or after the
meeting, each person entitled to vote, who was not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting, or an approval of the minutes. Any waiver of notice, consent to the
holding of a meeting, or approval of the minutes thereof, need not specify
either the business to be transacted at or the purpose of any annual or
special meeting of shareholders, except that if action is taken or proposed
to be taken for approval of any of those matters specified in the second
paragraph of Section 2.04, the waiver of notice, consent, or approval shall
state the general nature of the proposal. All such waivers, consents, or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Attendance by a person at a meeting shall also constitute a
waiver of notice of and presence at such meeting, except when the
person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not
a waiver of any right to object to the consideration of matters
not included in the notice of the meeting if that objection is
expressly made at the meeting.
Section 2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT
A MEETING
Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice,
if a consent in writing setting forth the action so taken is signed
by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take that action
at a meeting at which all shares entitled to vote on that action were
present and voted.
In the case of approval of
(i) contracts or transactions in which a director has a direct or indirect
financial interest, pursuant to Section 310 of the Corporations Code of
California,
(ii) indemnifications of agents of the corporation, pursuant to
Section 317 of that Code, (iii) a reorganization of the
corporation, pursuant to Section 1201 of that Code, and (iv) a
distribution in dissolution other than in accordance with the
rights of outstanding preferred shares, pursuant to Section 2007
of that Code, the notice shall be given at least ten (10) days
before the consummation of any action authorized by that approval.
Section 2.11 RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND
GIVING CONSENTS
For purposes of determining the shareholders entitled to notice of
any meeting or to vote or entitled to give consent to corporate action
without a meeting, the board of directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10)
days before the date of any such meeting nor more than sixty (60) days
before any such action without a meeting, and in this event only
shareholders of record at the close of business on the date so
fixed are entitled to notice and to vote or to give consents, as
the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date, except as otherwise
provided in the California General Corporation Law.
If the board of directors does not so fix a record date:
(a) The record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders
shall be at the close of business on the business day next
preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next
preceding the day on which the meeting is held.
(b) The record date for determining shareholders
entitled to give consent to corporate action in writing without
a meeting,
(i) when no prior action by the board has been taken,
shall be the day on which the first written consent is given, or
(ii) when prior action of the board has been taken, shall be at
the close of business on the day on which the board adopts the
resolution relating to that action, or the sixtieth (60th) day
before the date of such other action, whichever is later.
Section 2.12 PROXIES
Every person entitled to vote for directors or on any other matter
shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with
the secretary of the corporation. A proxy shall be deemed signed
if the shareholder's name is placed on the proxy, whether by manual
signature, typewriting, telegraphic transmission, or otherwise, by the
shareholder or the shareholder's attorney in fact. A validly executed
proxy which does not state that it is irrevocable shall continue in full
force and effect unless (i) revoked by the person executing it, before the
vote pursuant to that proxy, by a writing delivered to the corporation
stating that the proxy is revoked, or by a subsequent proxy executed by
the person executing the prior proxy and presented to the meeting, or
as to any meeting by attendance at such meeting and voting in
person by the person executing the proxy; or (ii) written notice
of the death or incapacity of the maker of that proxy is received
by the corporation before the vote pursuant to that proxy is
counted; provided, however, that no proxy shall be valid after the
expiration of eleven (11) months from the date of the proxy,
unless otherwise provided in the proxy. The revocability of a
proxy that states on its face that it is irrevocable shall be
governed by the provisions of Sections 705(e) and 705(f) of the
Corporations Code of California.
Section 2.13 INSPECTORS OF ELECTION
Before any meeting of shareholders, the board of directors may appoint
any persons other than nominees for office to act as inspectors of election
at the meeting or its adjournment. If no inspectors of election are so
appointed, the chairman of the meeting may, and on the request of any
shareholder or a shareholder's proxy shall, appoint inspectors of election
at the meeting. The number of inspectors shall be either one (1) or
three (3). If inspectors are appointed at a meeting on the request of
one or more shareholders or proxies, the holders of a majority of shares
or their proxies present at the meeting shall determine whether one (1) or
three (3) inspectors are to be appointed. If any person appointed as inspector
fails to appear or fails or refuses to act, the chairman of the meeting may,
and upon the request of any shareholder or a shareholder's proxy shall, appoint
a person to fill that vacancy.
These inspectors shall:
(a) Determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and effect
of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in
any way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct
the election or vote with fairness to all shareholders.
ARTICLE III
DIRECTORS
Section 3.01 POWERS Subject to the provisions of the California
General Corporation Law and any limitations in the articles of
incorporation and these bylaws relating to action required to be
approved by the shareholders or by the outstanding shares, the
business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of
the board of directors. The board of directors may delegate the
management of the day-to-day operation of the business of the
corporation to a management company or other person provided that
the business and affairs of the corporation shall be managed and
all corporate powers shall be exercised under the ultimate
direction of the board of directors
Without prejudice to these general powers, and subject to the
same limitations, the board of directors shall have the power to:
(a) Select and remove all officers, agents, and
employees of the corporation; prescribe any powers and duties for
them that are consistent with law, with the articles of
incorporation, and with these bylaws; fix their compensation; and
require from them security for faithful service.
(b) Change the principal executive office or the
principal business office in the State of California from one
location to another; cause the corporation to be qualified to do
business in any other state, territory, dependency, or country and
conduct business within or without the State of California; and
designate any place within or without the State of California for
the holding of any shareholders' meeting, or meetings, including
annual meetings.
(c) Adopt, make, and use a corporate seal; prescribe
the forms of certificates of stock; and alter the form of the seal
and certificates.
(d) Authorize the issuance of shares of stock of the
corporation on any lawful terms, in consideration of money paid,
labor done, services actually rendered, debts or securities
cancelled, or tangible or intangible property actually received.
(e) Borrow money and incur indebtedness on behalf of
the corporation, and cause to be executed and delivered for the
corporation's purposes, in the corporate name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations, and other evidences of debt and securities.
(f) Delegate to any superintendent or other employee
or agent of the corporation the enforcement of the rules and
regulations of the corporation, and the determination of all
matters of a ministerial nature.
Section 3.02 NUMBER AND QUALIFICATION OF DIRECTORS
The authorized number of directors shall be not less than three (3)
nor more than five (5) until changed by a duly adopted amendment
to the articles of incorporation or by an amendment to this bylaw
adopted by the vote or written consent of holders of a majority
of the outstanding shares entitled to vote. The exact number of
directors shall be fixed, within the limits specified, by
amendment of the next sentence duly adopted either by the Board
or the shareholders. The exact number of directors shall be three
(3) until changed as provided in this Section 3.02.
Section 3.03 ELECTION AND TERM OF OFFICE OF DIRECTORS
Directors shall be elected at each annual meeting of the
shareholders to hold office until the next annual meeting. Each
director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected and
until a successor has been elected and qualified.
Section 3.04 VACANCIES
Vacancies in the board of directors may be filled by a majority
of the remaining directors though less than a quorum, or by a sole
remaining director, except that a vacancy created by the removal
of a director by the vote or written consent of the shareholders
or by court order may be filled by the shareholders only in a
manner specified in the California General Corporation Law. Each
director so elected shall hold office until the next annual
meeting of the shareholders and until a successor has been elected
and qualified.
A vacancy or vacancies in the board of directors shall be
deemed to exist in the event of the death, resignation, or removal
of any director, or if the board of directors by resolution
declares vacant the office of a director who has been declared of
unsound mind by an order of court or convicted of a felony, or if
the authorized number of directors is increased, or if the
shareholders fail, at any meeting of shareholders at which any
director or directors are elected, to elect the number of
directors to be voted for at that meeting.
The shareholders may elect a director or directors at any
time to fill any vacancy or vacancies not filled by the directors
in the manner provided for elsewhere in these bylaws.
Any director may resign effective on giving written notice
to the chairman of the board, the president, the secretary, or the
board of directors, unless the notice specifies a later time for
that resignation to become effective. If the resignation of a
director is effective at a future time, the board of directors may
elect a successor to take office when the resignation becomes
effective.
No reduction of the authorized number of directors shall have
the effect of removing any director before that director's term
of office expires.
Section 3.05 PLACE OF MEETINGS AND MEETINGS BY TELEPHONE
Regular meetings of the board of directors may be held at any
place within or outside the State of California that has been
designated from time to time by resolution of the board. In the
absence of such a designation, regular meetings shall be held at
any place designated in the notice of the meeting or, if there is
no notice, at the principal executive office of the corporation.
Special meetings of the board shall be held at any place within
or outside the State of California that has been designated in the
notice of the meeting or, if not stated in the notice or there is
no notice, at the principal executive office of the corporation.
Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, so long as all
directors participating in the meeting can hear one another, and
all such directors shall be deemed to be present in person at the
meeting.
Section 3.06 ANNUAL MEETING
Immediately following each annual meeting of shareholders, the board
of directors shall hold a regular meeting for the purpose of organization,
any desired election of officers, and the transaction of other business.
Notice of this meeting shall not be required.
Section 3.07 OTHER REGULAR MEETINGS
Other regular meetings of the board of directors shall be held without
call at such time as shall from time to time be fixed by the board of
directors. Such regular meetings may be held without notice.
Section 3.08 SPECIAL MEETINGS
Special meetings of the board of directors for any purpose or purposes
may be called at any time by the chairman of the board or the president
or any vice president or the secretary or any two directors.
Notice of the time and place of special meetings shall be
delivered personally or by telephone to each director or sent by
first class mail, mailgram, or telegram, charges prepaid,
addressed to each director at that director's address as it is
shown on the records of the corporation. In case the notice is
mailed, it shall be deposited in the United States mail at least
four (4) days before the time of the holding of the meeting. In
case the notice is delivered personally, or by telephone,
mailgram, or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least forty-eight (48)
hours before the time of the holding of the meeting. Any oral
notice given personally or by telephone may be communicated either
to the director or to a person at the office of the director who
the person giving the notice has reason to believe will promptly
communicate it to the director. The notice need not specify the
purpose of the meeting nor the place if the meeting is to be held
at the principal executive office of the corporation.
Section 3.09 QUORUM
A majority of the authorized number of directors shall constitute
a quorum for the transaction of business, except to adjourn as
provided in Section 3.11. Every act or decision done or made by
a majority of the directors present shall be regarded as the act
of the board of directors, subject to the provisions of Section
310 of the Corporations Code of California as to approval of
contracts or transactions in which a director has a direct or
indirect material financial interest, Section 311 of that Code as
to appointment of committees, and Section 317(e) of that Code as
to indemnification of directors. A meeting at which a quorum is
initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken
is approved by at least a majority of the required quorum for that
meeting.
Section 3.10 WAIVER OF NOTICE
The transactions of any meeting of the board of directors, however
called and noticed or wherever held, shall be as valid as though had
at a meeting duly held after regular call and notice if a quorum is
present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent
to holding the meeting, or an approval of the minutes. The waiver
of notice or consent need not specify the purpose of the meeting.
All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Notice of a meeting shall also be deemed given to any director who
attends the meeting without protesting before or at its commencement,
the lack of notice to that director.
Section 3.11 ADJOURNMENT
A majority of the directors present whether or not constituting
a quorum may adjourn any meeting to another time and place.
Notice of the time and place of holding an adjourned meeting need
not be given, unless the meeting is adjourned for more than
twenty-four (24) hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting, in the
manner specified in Section 3.08, to the directors who were not
present at the time of the adjournment.
Section 3.12 ACTION WITHOUT MEETING
Any action required or permitted to be taken by the board of
directors may be taken without a meeting, if all members of the
board shall individually or collectively consent in writing to
that action. Such action by written consent shall have the same
force and effect as a unanimous vote of the board of directors.
Such written consent or consents shall be filed with the minutes
of the proceedings of the board.
Section 3.13 FEES AND COMPENSATION OF DIRECTORS
Directors and members of the committees may receive such compensation,
if any, for their services, and such reimbursement of expenses, as
may be fixed or determined by resolution of the board of directors.
This Section 3.14 shall not be construed to preclude any director from
serving the corporation in any other capacity as an officer, agent,
employee, or otherwise, and receiving compensation for those services.
Section 3.14 MANIFESTATION OF DISSENT
A director of the corporation who is present at a meeting of the board
of directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent
by registered mail to the secretary of the corporation promptly after
the adjournment of the meeting. Such right to dissent shall not apply
to a director who voted in favor of such action.
ARTICLE IV
COMMITTEES
Section 4.01 COMMITTEES OF DIRECTORS
The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the board.
The board may designate one or more directors as alternate members of
any committee, who may replace any absent member at any meeting
of the committee. The appointment of members or alternate members
of a committee requires the vote of a majority of the authorized
number of directors. Any committee, to the extent provided in the
resolution of the board, shall have all the authority of the
board, except with respect to:
(a) the approval of any action which, under the
General Corporation Law of California, also requires shareholders'
approval or approval of the outstanding shares;
(b) the filling of vacancies on the board of directors
or in any committee;
(c) the fixing of compensation of the directors for
serving on the board or on any committee;
(d) the amendment or repeal of bylaws or the adoption
of new bylaws;
(e) the amendment or repeal of any resolution of the
board of directors which by its express terms is not so amendable
or repealable;
(f) a distribution to the shareholders of the
corporation, except at a rate or in a periodic amount or within
a price range determined by the board of directors; or
(g) the appointment of any other committees of the
board of directors or the members of these committees.
Section 4.02 MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, and held
and taken in accordance with, the provisions of Article III of these
bylaws, Section 3.05 regarding place of meetings, Section 3.07 regarding
regular meetings, Section 3.08, regarding special meetings and
notice, Section 3.09 regarding quorum, Section 3.10 regarding
waiver of notice, Section 3.11 regarding adjournment, Section 3.12
regarding notice of adjournment, and Section 3.13 regarding action
without meeting, with such changes in the context of those bylaws
as are necessary to substitute the committee and its members for
the board of directors and its members being implied, except that
the time of regular meetings of committees may be determined
either by resolution of the board of directors or by resolution
of the committee. Special meetings of committees may also be
called by resolution of the board of directors, and notice of
special meetings of committees shall also be given to all
alternate members, who shall have the right to attend all meetings
of the committee. The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions
of these bylaws.
ARTICLE V
OFFICERS
Section 5.01 GENERALLY
The officers of the Company will be elected by the Board and will
consist of a Chairman, a Chief Executive Officer, a President (who
may also be the Chief Executive Officer), a Secretary and a Chief
Financial Officer. The Board of Directors may also choose any or
all of the following: one or more Vice Chairmen, one or more
Assistants to the Chairman, one or more Vice Presidents (who may
given particular designations with respect to authority, function,
or seniority), and such other officers as the Board may from time
to time determine. Notwithstanding the foregoing, by specific
action the Board may authorize the Chairman or the President to
appoint any person to any office other than Chairman, President,
Secretary, or Treasurer. Any number of offices may be held by the
same person. Any of the offices may be left vacant from time to
time as the Board may determine. In the case of the absence or
disability of any officer of the Company or for any other reason
deemed sufficient by a majority of the Board, the Board may
delegate the absent or disabled officer's powers or duties to any
other officer or to any Director.
Section 5.02 COMPENSATION
The compensation of all officers and agents of the Company who are
also Directors of the Company will be fixed by the Board or by a
committee of the Board. The Board may fix, or delegate the power
to fix, the compensation of other officers and agents of the Company
to an officer of the Company.
Section 5.03 SUCCESSION
The officers of the Company will hold office until their
successors are elected and qualified. Any officer may be removed
at any time by the affirmative vote of a majority of the Whole
Board. Any vacancy occurring in any office of the Company may be
filled by the Board or by the Chairman as provided in By-Law 24.
Section 5.04 AUTHORITY AND DUTIES
Each of the officers of the Company will have such authority and will
perform such duties as are customarily incident to their respective
offices or as may be specified from time to time by the Board.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
Section 6.01 AGENTS, PROCEEDINGS, AND EXPENSES
For the purpose of this Article, "agent" means any person who is or
was a director, officer, employee, or other agent of this corporation,
or is or was serving at the request of this corporation as a director,
officer, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or was a director,
officer, employee, or agent of a foreign or domestic corporation which
was a predecessor corporation of this corporation or of another enterprise
at the request of such predecessor corporation; "proceeding" means any
threatened, pending or completed action or proceeding, whether civil,
criminal, administrative, or investigative; and "expenses" includes,
without limitation, attorneys' fees and any expenses of establishing a
right to indemnification under Section 6.04 or 6.05(c).
Section 6.02 ACTIONS OTHER THAN BY THE CORPORATION
This corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any proceeding, other than
an action by or in the right of this corporation to procure judgment
in its favor, by reason of the fact that such person is or was an
agent of this corporation, against expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in
connection with such proceeding if that person acted in good faith
and in a manner that person reasonably believed to be in the best
interests of this corporation and, in the case of a criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests
of this corporation or that the person had reasonable cause to believe that
his conduct was unlawful.
Section 6.03 ACTIONS BY THE CORPORATION
This corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed
action by or in the right of this corporation to procure a judgment in its
favor by reason of the fact that person is or was an agent of this
corporation, against expenses actually and reasonably incurred by
that person in connection with the defense or settlement of that
action if that person acted in good faith, in a manner that person
believed to be in the best interests of this corporation and its
shareholders. No indemnification shall be made under this Section
6.03 for any of the following:
(a) In respect of any claim, issue or matter as to which
that person shall have been adjudged to be liable to this
corporation in the performance of that person's duty to this
corporation and its shareholders, unless and only to the extent
that the court in which such proceeding is or was pending shall
determine upon application that, in view of all the circumstances
of the case, the person is fairly and reasonably entitled to
indemnity for expenses, and in such case only to the extent that
the court shall determine;
(b) Of amounts paid in settling or otherwise disposing of
a pending action without court approval; or
(c) Of expenses incurred in defending a pending action which
is settled or otherwise disposed of without court approval.
Section 6.04 SUCCESSFUL DEFENSE BY AGENT
To the extent that an agent of this corporation has been successful
on the merits in defense of any proceeding referred to in Sections 6.02
or 6.03, or in defense of any claim, issue, or matter therein, the agent
shall be indemnified against expenses actually and reasonably incurred
by the agent in connection therewith.
Section 6.05 REQUIRED APPROVAL
Except as provided in Section 6.04, any indemnification under this Article
shall be made by this corporation only if authorized in the specific case
on a determination that indemnification of the agent is proper in the
circumstances because the agent has met the applicable standard of conduct
set forth in Sections 6.02 or 6.03, by any of the following:
(a) A majority vote of a quorum consisting of directors who
are not parties to the proceeding;
(b) If such a quorum of directors is not obtainable, by
independent legal counsel in a written opinion;
(c) Approval by the affirmative vote of a majority of the
shares of this corporation entitled to vote represented at a duly
held meeting at which a quorum is present or by the written
consent of holders of a majority of the outstanding shares
entitled to vote. For this purpose, the shares owned by the
person to be indemnified shall not be entitled to vote thereon;
or
(d) The court in which the proceeding is or was pending, on
application made by this corporation or the agent or the attorney
or other person rendering services in connection with the defense,
whether or not such application by the agent, attorney, or other
person is opposed by this corporation.
Section 6.06 ADVANCE OF EXPENSES
Expenses incurred in defending any proceeding may be advanced by
this corporation before the final disposition of the proceeding on
receipt of an undertaking by or on behalf of the agent to repay the
amount of the advance unless it shall be determined ultimately that
the agent is entitled to be indemnified as authorized in this Article.
Section 6.07 OTHER RIGHTS
The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such office,
to the extent such additional rights to indemnification are authorized
in the articles of this corporation. The rights to indemnify hereunder
shall continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors,
and administrators of the person. Nothing contained in this Article
shall affect any right to indemnification to which persons other than such
directors and officers may be entitled by contract or otherwise.
Section 6.08 LIMITATIONS
No indemnification or advance shall be made under this Article,
except as provided in Section 6.04 or 6.05(c), in any circumstance
where it appears:
(a) That it would be inconsistent with a provision of the
articles, these bylaws, a resolution of the shareholders, or an
agreement in effect at the time of the accrual of the alleged
cause of action asserted in the proceeding in which the expenses
were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or
(b) That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.
Section 6.09 INSURANCE
Upon and in the event of a determination by the board of
directors of this corporation to purchase such insurance, this
corporation shall purchase and maintain insurance on behalf of any
agent of the corporation against any liability asserted against
or incurred by the agent in such capacity or arising out of the
agent's status as such whether or not this corporation would have
the power to indemnify the agent against that liability under the
provisions of this Article. The fact that this corporation owns
all or a portion of the shares of the company issuing a policy of
insurance shall not render this section inapplicable if either the
following conditions are satisfied:
(a) If the insurance is authorized by the Articles of
Incorporation of this corporation, such policy does not exceed the
limitations, if any, contained in such provision of the Articles;
or
(b) (i) The company issuing the insurance policy is
organized, licensed and operated in a manner that complies with
the insurance laws and regulations applicable to the jurisdiction
in which such company is organized; (ii) the company issuing the
insurance policy provides procedures for processing claims that
do not permit that company to be subject to the direct control of
this corporation; and (iii) the policy issued provides for some
manner of risk sharing between the issuer and this corporation,
on one hand, and some unaffiliated person or persons on the other,
such as by providing for more than one unaffiliated owner of the
company issuing the policy or by providing that a portion of the
coverage furnished will be obtained from some unaffiliated insurer
or reinsurer.
Section 6.10 FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT
PLAN
Except as provided in this section, this Article does not apply
to any proceeding against any trustee, investment manager, or
other fiduciary of an employee benefit plan or trust in that
person's capacity as such, even though that person may also be
an agent of the corporation as defined in Section 6.01. Upon
and in the event of a determination by the board of directors
of this corporation to so indemnify, this corporation shall
indemnify such a trustee, investment manager, or other fiduciary
to the maximum extent permitted by law. Nothing contained in
this Article shall limit any right to indemnification to which
such a trustee, investment manager, or other fiduciary may be
entitled by contract or otherwise, which shall be enforceable
to the extent permitted by applicable law other than this Article.
Upon and in the event of a determination by the board of
directors of this corporation to purchase such insurance, this
corporation shall purchase and maintain insurance on behalf of any
trustee, investment manager, or other fiduciary of an employee
benefit plan or trust in that person's capacity as such, against
any liability asserted against or incurred by the trustee,
investment manager, or other fiduciary in such capacity or arising
out of the trustee, investment advisor, or other fiduciary's
status as such, whether or not this corporation would have the
power to indemnify such fiduciary against that liability under the
provisions of this section.
ARTICLE VII
RECORDS AND REPORTS
Section 7.01 MAINTENANCE AND INSPECTION OF SHARE REGISTER
The corporation shall keep at its principal executive office, or
at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders
and the number and class of shares held by each shareholder.
A shareholder or shareholders of the corporation holding at
least five percent (5%) in the aggregate of the outstanding voting
shares of the corporation may (i) inspect and copy the records of
shareholders' names and addresses and shareholdings during usual
business hours on five (5) days prior written demand on the
corporation, and (ii) obtain from the transfer agent of the
corporation, on written demand and on the tender of such transfer
agent's usual charges for such list, a list of the names and
addresses of shareholders who are entitled to vote for the
election of directors, and their shareholdings, as of the most
recent record date for which that list has been compiled or as of
a date specified by the shareholder after the date of demand.
This list shall be made available to any such shareholder by the
transfer agent on or before the later of five (5) days after the
demand is received or the date specified in the demand as the date
as of which the list is to be compiled. The record of
shareholders shall also be open to inspection on the written
demand of any shareholder or holder of a voting trust certificate
at any time during usual business hours for a purpose reasonably
related to the holder's interests as a shareholder or as the
holder of a voting trust certificate. Any inspection and copying
under this Section 7.01 may be made in person or by an agent or
attorney of the shareholder or holder of a voting trust
certificate making the demand.
Section 7.02 MAINTENANCE AND INSPECTION OF BYLAWS
The corporation shall keep at its principal executive office, or
if its principal executive office is not in the State of
California, at its principal business office in this state,
the original or a copy of the bylaws, as amended to date,
which shall be open to inspection by the shareholders at all
reasonable times during office hours. If the principal executive
office of the corporation is outside the State of California and
the corporation has no principal business office in this state,
the Secretary shall, upon the written request of any shareholder,
furnish to that shareholder a copy of the bylaws as amended to
date.
Section 7.03 MAINTENANCE AND INSPECTION OF OTHER CORPORATE
RECORDS
The accounting books and records and minutes of proceedings of the
shareholders, the board of directors, and any committee or committees
of the board of directors shall be kept at such place or places
designated by the board of directors, or, in the absence of such
designation, at the principal executive office of the corporation.
The minutes shall be kept in written form, and the accounting books
and records shall be kept either in written form or in any other form
capable of being converted into written form. The minutes and accounting
books and records shall be open to inspection upon the written demand of
any shareholder or holder of a voting trust certificate at any
reasonable time during usual business hours for a purpose reasonably
related to the holder's interests as a shareholder or as the holder of
a voting trust certificate. The inspection may be made in person or by
an agent or attorney and shall include the right to copy and make extracts.
These rights of inspection shall extend to the records of each subsidiary
corporation of the corporation.
Section 7.04 INSPECTION BY DIRECTORS
Every director shall have the absolute right at any reasonable time to
inspect all books, records, and documents of every kind and the physical
properties of the corporation and each of its subsidiary corporations.
This inspection by a director may be made in person or by an agent or
attorney and the right of inspection includes the right to copy and make
extracts of documents.
Section 7.05 ANNUAL REPORT TO SHAREHOLDERS
The annual report to shareholders referred to in Section 1501 of the
Corporations Code of California is expressly dispensed with so long as
the corporation has less than 100 holders of record of its shares, but
nothing herein shall be interpreted as prohibiting the board of
directors from issuing annual or other periodic reports to the
shareholders of the corporation as they consider appropriate.
If no annual report for the last fiscal year has been sent
to shareholders, the corporation shall, upon the written request
of any shareholder made more than 120 days after the close of such
fiscal year, deliver or mail to the person making the request
within 30 days thereafter the financial statements otherwise
required by Section 1501(a) of that Code for such year.
Section 7.06 FINANCIAL STATEMENTS
A copy of any annual financial statement and any income statement of the
corporation for each quarterly period of each fiscal year and any accompanying
balance sheet of the corporation as of the end of each such period that has
been prepared by the corporation shall be kept on file in the principal
executive office of the corporation for twelve (12) months, and each such
statement shall be exhibited at all reasonable times to any shareholder
demanding an examination of any such statement or a copy shall be mailed to
any such shareholder.
If a shareholder or shareholders holding at least five percent (5%) of
the outstanding shares of any class of stock of the corporation makes
a written request to the corporation for an income statement of the
corporation for the three-month, six-month or nine-month period of the
then current fiscal year ending more than thirty (30) days before the date
of the request, and a balance sheet of the corporation as of the end of
that period, the chief financial officer shall cause the statement to be
prepared, if not already prepared, and shall deliver personally or mail that
statement or statements to the person making the request within
thirty (30) days after the receipt of the request. If the
corporation has not sent to the shareholders an annual report for
the last fiscal year, financial statements of the character
described in Section 1501(a) of the Corporations Code of
California shall likewise be delivered or mailed to the
shareholder or shareholders within thirty (30) days after the same
have been requested.
The quarterly income statements and balance sheets referred
to in this section shall be accompanied by the report, if any, of
any independent accountants engaged by the corporation, or the
certificate of an authorized officer of the corporation that the
financial statements were prepared without audit from the books
and records of the corporation.
Section 7.07 ANNUAL STATEMENT OF GENERAL INFORMATION
The corporation shall, during the applicable filing period
specified by statutes file with the Secretary of State of the
State of California on the prescribed form a statement setting
forth the authorized number of directors, the names and complete
business or residence addresses of all incumbent directors, the
names and complete business or residence addresses of the chief
executive officer, secretary, and chief financial officer, the
street address of its principal executive office or principal
business office in this state, and the general type of business
constituting the principal business activity of the corporation,
together with a designation of the agent of the corporation for
the purpose of service of process, all in compliance with Section
1502 of the Corporations Code of California.
ARTICLE VIII
GENERAL CORPORATE MATTERS
Section 8.01 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND
VOTING
For purposes of determining the shareholders entitled to receive
payment of any dividend or other distribution or allotment of any
rights or entitled to exercise any rights in respect of any other
lawful action, other than action by shareholders by written consent
without a meeting, the board of directors may fix, in advance, a
record date, which shall not be more than sixty (60) days before any
such action, and in that case only shareholders of record on the date
so fixed are entitled to receive the dividend, distribution, or allotment
of rights, or to exercise the rights, as the case may be, notwithstanding
any transfer of any shares on the books of the corporation after the
record date so fixed, except as otherwise provided in the California General
Corporation Law.
If the board of directors does not so fix a record date, the
record date for determining shareholders for any such purpose
shall be at the close of business on the day on which the board
adopts the applicable resolution or the sixtieth (60th) day before
the date of that action, whichever is later.
Section 8.02 CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS
All checks, drafts, or other orders for payment of money, notes,
or other evidences of indebtedness issued in the name of or
payable to the corporation shall be signed or endorsed by such
person or persons and in such manner as from time to time shall
be determined by resolution of the board of directors.
Section 8.03 EXECUTION OF CORPORATE CONTRACTS AND
INSTRUMENTS
The board of directors, except as otherwise provided in these bylaws,
may authorize any officer or officers, or agent or agents, to enter
into any contract or execute any instrument in the name of and on behalf
of the corporation, and this authority may be general or confined to
specific instances. Unless so authorized or ratified by the board of
directors, or unless it be within the agency power of an officer, no
officer, agent, or employee shall have any power or authority to bind
the corporation by any contract or engagement, to pledge its credit,
or to render it liable for any purpose or for any amount.
Section 8.04 CERTIFICATES FOR SHARES
A certificate or certificates for shares of the capital stock of the
corporation shall be issued to each shareholder when any of these shares
are fully paid, and the board of directors may authorize the issuance of
certificates or shares as partly paid provided that these certificates
shall state the amount of the consideration to be paid for them and the
amount paid. All certificates shall be signed in the name of the
corporation by the chairman of the board or vice chairman of the
board or the president or vice president and by the chief financial
officer or an assistant treasurer or the secretary or any assistant
secretary, certifying the number of shares and the class or series
of shares owned by the shareholder. Any or all of the signatures on
the certificate may be facsimile. In case any officer, transfer agent,
or registrar who has signed or whose facsimile signature has been placed
on a certificate shall have ceased to be that officer, transfer agent, or
registrar before that certificate is issued, it may be issued by the
corporation with the same effect as if that person were an officer,
transfer agent, or registrar at the date of issue.
Section 8.05 LOST CERTIFICATES
Except as provided in this section, no new certificate for shares shall
be issued to replace an old certificate unless the latter is surrendered
to the corporation and cancelled at the same time. The board of directors
may, in case any share certificate or certificate for any other security
is lost, stolen, or destroyed, authorize the issuance of a replacement
certificate on such terms and conditions as the board may require, including
provision for indemnification of the corporation secured by a bond or other
adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability on account
of the alleged loss, theft, or destruction of the certificate or the issuance
of the replacement certificate.
Section 8.06 REPRESENTATION OF SHARES OF OTHER
CORPORATIONS
The chairman of the board, the president, or any vice president, or any
other person authorized by resolution of the board of directors or by any
of the foregoing designated officers, is authorized to vote on behalf of the
corporation any and all shares of any other corporation or corporations,
foreign or domestic, standing in the name of the corporation. The authority
granted to these officers to vote or represent on behalf of the corporation
any and all shares held by the corporation in any other corporation or
corporations may be exercised by any of these officers in person or by any
person authorized to do so by a proxy duly executed by these officers.
Section 8.07 CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the California General Corporation Law
shall govern the construction of these bylaws. Without limiting the
generality of this provision, the singular number includes the plural, the
plural number includes the singular, the term "person" includes
both a corporation and a natural person and the use of any gender,
be it masculine, feminine or neuter, shall include all the genders.
ARTICLE IX
AMENDMENTS
Section 9.01 AMENDMENT BY SHAREHOLDERS
New bylaws may be adopted or these bylaws may be amended or repealed
by the vote or written consent of holders of a majority of the outstanding
shares entitled to vote; provided, however, that if the articles of
incorporation of the corporation set forth the number of authorized
directors of the corporation, the authorized number of directors may be
changed only by an amendment of the articles of incorporation.
Section 9.02 AMENDMENT BY DIRECTORS
Subject to the rights of the shareholders as provided in Section 10.01,
bylaws, other than a bylaw or an amendment of a bylaw changing the
authorized number of directors, may be adopted, amended, or repealed by
the board of directors.