EXHIBIT 3(b)
COMPOSITE COPY
BYLAWS
OF
WESTAMERICA BANCORPORATION
a California corporation
Last Amendment:
February 26, 1998
TABLE OF CONTENTS
ARTICLE I - OFFICES
Section 1.01. Principal Offices
Section 1.02. Other Offices
ARTICLE I - MEETINGS OF SHAREHOLDERS
Section 2.01. Place of Meetings
Section 2.02. Annual Meeting
Section 2.03. Special Meeting
Section 2.04. Notice of Shareholders' Meetings
Section 2.05. Manner of Giving Notice: Affidavit of
Notice
Section 2.06. Quorum
Section 2.07. Adjourned Meeting: Notice
Section 2.08. Voting
Section 2.09. Waiver of Notice or Consent by Absent
Shareholders
Section 2.10. Shareholder Action by Written Consent
Without a Meeting
Section 2.11. Record Date for Shareholder Notice,
Voting and Giving Consents
Section 2.12. Proxies
Section 2.13. Inspectors of Election
Section 2.14. Nominations for Director
ARTICLE III - DIRECTORS
Section 3.01. Powers
Section 3.02. Number and Qualification of Directors
Section 3.03. Election and Term of Office of Directors
Section 3.04. Vacancies
Section 3.05. Place of Meetings and Meetings by
Telephone
Section 3.06. Annual Meeting
Section 3.07. Other Regular Meetings
Section 3.08. Special Meetings
Section 3.09. Quorum
Section 3.10. Waiver of Notice
Section 3.11. Adjournment
Section 3.12. Notice of Adjournment
Section 3.13. Action Without Meeting
Section 3.14. Fees and Compensation of Directors
Section 3.15. Committees of Directors
Section 3.16. Meetings and Action of Committees
ARTICLE IV - OFFICERS
Section 4.01. Officers
Section 4.02. Election of Officers
Section 4.03. Subordinate Officers
Section 4.04. Removal and Resignation of Officers
Section 4.05. Vacancies in Offices
Section 4.06. Chairman of the Board
Section 4.07. President
Section 4.08. Vice Presidents
Section 4.09. Secretary
Section 4.10. Chief Financial Officer
ARTICLE V - MISCELLANEOUS
Section 5.01. Indemnification Provisions
Section 5.02. Maintenance and Inspection of Share
Register
Section 5.03. Maintenance and Inspection of Bylaws
Section 5.04. Maintenance and Inspection of Other
Corporate Records
Section 5.05. Inspection of Books and Records by
Directors
Section 5.06. Annual Report to Shareholders
Section 5.07. Financial Statements
Section 5.08. Record Date for Purposes Other than
Notice and Voting
Section 5.09. Checks, Drafts
Section 5.10. Corporate Contracts and Instruments; How
Executed
Section 5.11. Certificates for Shares
Section 5.12. Lost Certificates
Section 5.13. Representation of Shares of Other
Corporations
Section 5.14. Construction and Definitions
ARTICLE VI - AMENDMENTS
Section 6.01. Amendment by Shareholders
Section 6.02. Amendment by Directors
BYLAWS
OF
WESTAMERICA BANCORPORATION
ARTICLE I
OFFICES
Section 1.01. Principal Offices. The principal executive
office of the corporation shall be located at 1108 Fifth Avenue, San
Rafael, California, or such other place within or outside the State
of California as shall be fixed by the board of directors. 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
Section 2.01. Place of Meetings. Meetings of shareholders
shall be held at any place within or outside the State of California
designated by the board of directors. In the absence of any such
designation, shareholders' meetings shall be held 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 which shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business
must have been (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of
directors, (b) otherwise properly brought before the meeting by or
at the direction of the board of directors, or (c) otherwise
properly brought before the meeting by a shareholder. In addition to
any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the secretary of
the corporation. To be timely, a shareholder's notice must be
delivered to or mailed to the secretary of the corporation not less
than 14 days nor more than 50 days prior to the meeting; provided,
however, that in the event that less than 21 days' notice of the
date of the meeting is given to shareholders, notice by the
shareholder, to be timely, must be delivered or mailed to the
secretary of the corporation not later than the close of business on
the 7th day following the day on which such notice of the date of
the annual meeting was mailed. A shareholder's notice to the
secretary of the corporation shall set forth as to each matter that
the shareholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the
annual meeting, (b) the name and residence address of the
shareholder proposing such business, (c) the number of shares of
capital stock of the corporation that are owned by the shareholder,
and (d) any material interest of the shareholder in such business.
Notwithstanding anything in the bylaws to the contrary, no
business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Section 2.02.
The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this
Section 2.02, and if he should so determine, he shall so declare to
the meeting and any such business not properly brought before the
meeting shall not be transacted.
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 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 hereof, 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 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 to
shareholders entitled to vote thereat 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, and no other business may 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 to shareholders
entitled to vote thereat either personally or by first-class mail
or, in the event this corporation has outstanding shares held of
record by 500 or more persons (determined as provided in Section 605
of the California Corporations Code) on the record date for the
shareholders meeting, by third-class mail, or other means of written
communication, addressed to the shareholder at the address of such
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 may 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 one-third (1/3) of the shares entitled to vote at any
meeting of the 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 hereof.
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 hereof, subject to the provisions of
Sections 702 to 704, inclusive, of the Corporations Code of
California (relating to voting shares held by a fiduciary, in the
name of a corporation, or a 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. 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 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 California General Corporation Law or the
articles.
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 normally 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 a holding of the meeting,
or an approval of the minutes. The waiver of notice, consent or
approval need not specify either the business to be transacted 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
hereof, 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 that 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 required by law to be included in
the notice of the meeting but not so included 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 election of directors, such a consent shall be effective
only if signed by the holders of all outstanding shares entitled to
vote for the election of directors; provided, however, that a
director may be elected at any-time to fill a vacancy on the board
of directors that has not been filled by the directors, by the
written consent of the holders of a majority of the outstanding
shares entitled to vote for the election of directors. All such
consents shall be filed with the secretary of the corporation and
shall be maintained in the corporate records. Any shareholder giving
a written consent, or the shareholder's proxy holders, or a
transferee of the shares or a personal representative of the
shareholder or their respective proxy holders, may revoke the
consent by a writing received by the secretary of the corporation
before written consents of the number of shares required to
authorize the proposed action have been filed with the secretary.
If the consents of all shareholders entitled to vote have not
been solicited in writing, and if the unanimous written consent of
all such shareholders shall not have been received, the secretary
shall give prompt notice of the corporate action approved by the
shareholders without a meeting. This notice shall be given in the
manner specified in Section 2.05 hereof. 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) indemnification 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
at the close of business on the record date 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 the 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, 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.
Section 2.14. Nominations for Director. Nominations for
election to the board of directors may be made by the board of
directors or by any shareholder of any outstanding class of capital
stock of the corporation entitled to vote for the election of
directors. Nominations, other than those made by or on behalf of the
board of directors of the corporation, shall be made in writing and
shall be delivered or mailed to the secretary of the corporation not
less than 14 days nor more than 50 days prior to any meeting of
shareholders called for the election of directors; provided,
however, that if less than 21 days' notice of the meeting is given
to shareholders, such nominations shall be mailed or delivered to
the secretary of the corporation not later than the close of
business on the seventh (7th) day following the day on which the
notice of the meeting was mailed. Any such written nomination shall
contain the following information to the extent known to the
nominating shareholder: (a) the name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee; (c)
the total number of shares of capital stock of the corporation that
the shareholder expects will be voted for each proposed nominee; (d)
the name and residence address of the notifying shareholder; and (e)
the number of shares of capital stock of the corporation owned by
the notifying shareholder. Nominations not made in accordance
herewith may be disregarded by the chairman of the applicable
meeting of shareholders called for the election of directors in his
sole discretion, and upon his instructions, the inspectors of
election may disregard all votes cast for each such nominee.
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.
Without prejudice to these general powers, and subject to the
same limitations, the 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,
hypothecation, and other evidences of debt and securities.
Section 3.02. Number and Qualification of Directors. The
number of directors of the corporation shall be not less than eight
(8) nor more than fifteen (15). The exact number of directors shall
be thirteen (13) until changed, within the limits specified above,
with the approval of the board of directors or the shareholders. The
indefinite number of directors may be changed, or a definite number
fixed without provision for an indefinite number, by a duly adopted
amendment to the articles of incorporation or by an amendment to
this bylaw duly adopted by the vote or written consent of holders of
a majority of the outstanding shares entitled to vote; provided,
however, that an amendment reducing the fixed number or the minimum
number of directors to a number less than five (5) cannot be adopted
if the votes cast against its adoption at a meeting of the
shareholders, or the shares not consenting in the case of action by
written consent, are equal to more than 16-2/3% of the outstanding
shares entitled to vote. No amendment may change the stated maximum
number of authorized directors to a number greater than two times
the stated minimum number of directors minus one.
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. No person shall be
eligible for election to the board of directors unless nominated in
the manner described by Section 2.14 of these bylaws.
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 only by
the vote of a majority of the shares 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. 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, but
any such election by written consent other than to fill a vacancy
created by removal shall require the consent of a majority of the
outstanding shares entitled to vote.
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 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 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 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 at a meeting
duly held at which a quorum is 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.
Section 3.12. Notice of Adjournment. 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 3.13. 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 3.14. Fees and Compensation of Directors. Directors
and members of 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 3.15. 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 3.16. Meetings and Action of Committees. Meetings and
action of committees shall be governed by, and held and taken in
accordance with, the provisions of Sections 3.05 (place of
meetings), 3.07 (regular meetings), 3.08 (special meetings and
notice), 3.09 (quorum), 3.10 (waiver of notice), 3.11 (adjournment),
3.12 (notice of adjournment), and 3.13 (action without meeting) of
these bylaws, 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, 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 IV
OFFICERS
Section 4.01. Officers. The officers of the corporation shall
be a chairman of the board, a president, a secretary, and a chief
financial officer. The corporation may also have, at the discretion
of the board of directors, one or more vice presidents, one or more
assistant secretaries, one or more treasurers or assistant
treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 4.03. Any number of
offices may be held by the same person.
Section 4.02. Election of Officers. The officers of the
corporation, except such officers as may be appointed in accordance
with the provisions of Sections 4.03 or 4.05 hereof, shall be chosen
by the board of directors, and each shall serve at the pleasure of
the board, subject to the rights, if any, of an officer under any
contract of employment.
Section 4.03. Subordinate Officers. The board of directors may
appoint, and may empower the chairman of the board to appoint, such
other officers as the business of the corporation may require, each
of whom shall hold office for such period, have such authority and
perform such duties as are provided in the bylaws or as the board of
directors may from time to time determine.
Section 4.04. Removal and Resignation of Officers. Subject to
the rights, if any, of an officer under any contract of employment,
any officer may be removed, either with or without cause, by the
board of directors, at any regular or special meeting of the board
of directors, or, except in the case of an officer chosen by the
board of directors, by any other officer upon whom such power of
removal may be conferred by the board of directors.
Any officer may resign at any time by giving written notice to
the corporation. Any resignation shall take effect at the date of
the receipt of that notice or at any later time specified in that
notice; and, unless otherwise specified in that notice, the
acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if
any, of the corporation under any contract to which the officer is
a party.
Section 4.05. Vacancies in Offices. A vacancy in any office
because of death, resignation, removal, disqualification or any
other cause shall be filled in the manner prescribed in these bylaws
for regular appointments to that office.
Section 4.06. Chairman of the Board. The board of directors
shall appoint one of its members to be chairman of the board to
serve at the pleasure of the board. Such person shall preside at all
meetings of the board. The chairman of the board shall have the
powers conferred by these bylaws and shall also have and may
exercise such further powers and duties as from time to time may be
conferred or assigned by the board of directors.
Section 4.07. President. The president of the corporation
shall, in the absence of the chairman of the board, preside at all
meetings of shareholders and at all meetings of the board of
directors. The president shall exercise and perform such duties as
may be assigned to him by the board of directors or the chairman of
the board or as prescribed by the bylaws.
Section 4.08. Vice Presidents. In the absence or disability of
the president, the vice presidents, if any, in order of their rank
as fixed by the board of directors or, if not ranked, a vice
president designated by the board of directors, shall perform all
the duties of the president, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and
perform such other duties as from time to time may be prescribed for
them respectively by the board of directors or the bylaws, and the
president.
Section 4.09. Secretary. The secretary shall keep or cause to
be kept, at the principal executive office or such other place as
the board of directors may direct, a book of minutes of all meetings
and actions of directors, committees of directors, and shareholders,
with the time and place of holding, whether regular or special, and,
if special, how authorized, the notice given, the names of those
present at directors' meetings or committee meetings, the number of
shares present or represented at shareholders' meetings, and the
proceedings.
The secretary shall keep, or cause to be kept, at the
principal executive office or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the
board of directors, a share register, or a duplicate share register,
showing the names of all shareholders and their addresses, the
number and classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the board of directors required
by the bylaws or by law to be given, and he shall keep the seal of
the corporation, if one be adopted, in safe custody, and shall have
such other powers and perform such other duties as may be prescribed
by the board of directors or by the bylaws.
Section 4.10. Chief Financial Officer. The chief financial
officer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties
and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses,
capital, retained earnings, and shares. The books of account shall
at all reasonable times be open to inspection by any director.
The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the board of directors. He
shall disburse the funds of the corporation as may be ordered by the
board of directors, shall render to the president and directors,
whenever they request it, an account of all of his transactions as
chief financial officer and of the financial condition of the
corporation, and shall have other powers and perform such other
duties as may be prescribed by the board of directors or these
bylaws.
ARTICLE V
MISCELLANEOUS
Section 5.01. Indemnification Provisions. Except as prohibited
by law, every director of this corporation shall be entitled as a
matter of right to be indemnified by the corporation against
reasonable expense and any liability paid or incurred by such person
in connection with any threatened, pending or completed claim,
action, suit or proceeding, whether civil, criminal, administrative,
investigative or other, whether brought by or in the name of the
corporation or otherwise, in which he or she may be involved, as a
party or otherwise, by reason of such person being or having been a
director, officer, employee or agent of the corporation or by reason
of the fact that such person is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise or was a director, officer, employee or
agent of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such
predecessor corporation (such claim, action, suit or proceeding
hereinafter being referred to as an "Action"); provided, however,
that no such right of indemnification shall exist in favor of a
director with respect to an Action brought by such director against
the corporation (other than a suit for indemnification as provided
below in this Section 5.01). Such indemnification shall include the
right to have expenses incurred by such person in connection with an
Action paid in advance by the corporation until the final
disposition of the Action, subject to such conditions as may be
prescribed by law. As used herein, "liability" shall include amounts
of judgments, excise taxes, fines and penalties, and amounts paid in
settlement; and "expense" shall include fees and expenses of counsel
subject to the terms of the following paragraph.
If the corporation shall be obligated to pay the expenses of
any Action against a director, the corporation, if appropriate,
shall be entitled to assume the defense of such Action, with counsel
approved by the director, upon the delivery to the director of
written notice of its election so to do. After delivery of such
notice, approval of such counsel by the director and the retention
of such counsel by the corporation, the corporation will not be
liable to the director under this Section 5.01 for any fees or
expenses of counsel subsequently incurred by the director with
respect to the same Action, provided that (i) the director shall
have the right to employ his counsel in any such Action at the
director's expense; and (ii) the fees and expenses of the director's
counsel shall be at the expense of the corporation if (A) the
employment of counsel by the director has been previously authorized
by the corporation, (B) the director shall have reasonably concluded
that there may be a conflict of interest between the corporation and
the director in the conduct of any such defense or (C) the
corporation shall not, in fact, have employed counsel to assume the
defense of such Action. Notwithstanding anything contained herein to
the contrary, the corporation shall have no obligation under this
Section 5.01 to indemnify any director for any amounts paid in
settlement of an Action unless the corporation consents to such
settlement, which consent shall not be unreasonably withheld.
If a claim under the two preceding paragraphs is not paid in
full by the corporation within thirty (30) days after a written
notice thereof has been received by the corporation, the claimant
may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim, and if successful in whole
or in part, the claimant shall also be entitled to be paid the
expense of prosecuting such claim. It shall be a defense to any such
action that the conduct of the claimant was such that under
California law the corporation would be prohibited from indemnifying
the claimant for the amount claimed, but the burden of proving such
defense shall be on the corporation. Neither the failure of the
corporation (including its board) to have made a determination prior
to the commencement of such action that indemnification of the
claimant is proper in the circumstances because the conduct of the
claimant was not such that indemnification would be prohibited by
law, nor an actual determination by the corporation (including the
board of directors, independent legal counsel or its shareholders)
that the conduct of the claimant was such that indemnification would
be prohibited by law, shall be a defense to the action or create a
presumption that the conduct of the claimant was such that
indemnification would be prohibited by law.
The right of indemnification provided for herein (a) shall not
be deemed exclusive of any other rights, whether now existing or
hereafter created, to which those seeking indemnification hereunder
may be entitled under any agreement, bylaw or article provision,
vote of shareholders or directors or otherwise, (b) shall continue
as to persons who have ceased to have the status pursuant to which
they were entitled or were denominated as entitled to
indemnification hereunder and shall inure to the benefit of the
heirs and legal representatives of persons entitled to
indemnification hereunder, and (c) shall be applicable to actions,
suits or proceedings commenced after the adoption hereof, whether
arising from acts or omissions occurring before or after the
adoption hereof. The right of indemnification provided for herein
may not be amended, modified or repealed so as to limit in any way
the indemnification provided for herein with respect to any acts or
omissions occurring prior to the adoption of any such amendment or
repeal.
The corporation has full power and authority to extend any of
the indemnification benefits provided for in this Section 5.01 to
any officer or agent of the corporation, but the corporation is
under no obligation to extend such benefits to any person who is not
entitled thereto by law or pursuant to the first paragraph of this
Section 5.01.
Section 5.02. 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, if either be
appointed and as determined by resolution of the board of directors,
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 shareholders'
names and addresses, 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 5.02 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 5.03. 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 5.04. Maintenance and Inspection of Other Corporate
Records. The accounting books and records and minutes of proceedings
of the shareholders and 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 5.05. Inspection of Books and Records 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 5.06. Annual Report to Shareholders. The board of
directors shall cause an annual report to be sent to the
shareholders not later than one hundred twenty (120) days after the
close of the fiscal year adopted by the corporation. This report
shall be sent at least fifteen (15) (or, if sent by third-class
mail, thirty-five (35)) days before the annual meeting of
shareholders to be held during the next fiscal year and in the
manner specified in Section 2.05 of these bylaws for giving notice
to shareholders of the corporation. The annual report shall contain
a balance sheet as of the end of the fiscal year and an income
statement and statement of changes in financial position for the
fiscal year, accompanied by any report of independent accountants
or, if there is no such report, the certificate of an authorized
officer of the corporation that the statements were prepared without
audit from the books and records of the corporation.
Section 5.07. 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 ended 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 statements referred to above 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 its annual report for
the last fiscal year, this report shall likewise be delivered or
mailed to any shareholder or shareholders within thirty (30) days
after the request.
The corporation shall also, on the written request of any
shareholder, mail to the shareholder a copy of the last annual,
semi-annual, or quarterly income statement which it has prepared,
and a balance sheet as of the end of that period.
The quarterly income statements and balance sheets referred to
in this Section 5.07 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 5.08. 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 at the
close of business on the record date 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 5.09. 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 5.10. Corporate Contracts and Instruments; How
Executed. The board of directors, except as otherwise provided in
these bylaws, may authorize any officer or officers, 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; and, unless so authorized
or ratified by the board of directors or 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 or
to pledge its credit or to render it liable for any purpose or for
any amount.
Section 5.11. 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 the treasurer 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 5.12. Lost Certificates. Except as provided in this
Section 5.12, no new certificates 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 5.13. 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 5.14. 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, and the term
"person" includes both a corporation and a natural person.
ARTICLE VI
AMENDMENTS
Section 6.01. 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 6.02. Amendment by Directors. Subject to the rights of
the shareholders as provided in Section 6.01 hereof, to adopt,
amend, or repeal bylaws, bylaws may be adopted, amended, or repealed
by the board of directors; provided, however, that the board of
directors may adopt a bylaw or amendment of a bylaw changing the
authorized number of directors only for the purpose of fixing the
exact number of directors within the limits specified in the
articles of incorporation or in Section 3.02 of these bylaws.