EXHIBIT 2.0
A M E N D E D
B Y L A W S
O F
HEMACARE CORPORATION
_________________________________
A CALIFORNIA CORPORATION
AMENDED AND RESTATED
ARTICLE I.
OFFICES
Section 1. PRINCIPAL EXECUTIVE OFFICE. The principal
executive office of the corporation shall be located at such
place as the board of directors shall from time to time
determine.
Section 2. OTHER OFFICES. Other offices may at any time
be established by the board of directors or the chief
executive officer at any place or places where the corporation
is qualified to do business.
ARTICLE II.
MEETING OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS. All meetings of
shareholders shall be held at the principal executive office
of the corporation or at any other place within or without the
State of California which may be designated either by the
board of directors or by the shareholders in accordance with
these bylaws.
Section 2. ANNUAL MEETINGS. The annual meetings of
shareholders shall be held on the 20th day of May, of each
year, at 10:00 o'clock from time to time by the board of
directors or by the shareholders in accordance with these
bylaws. If the date set forth in these bylaws falls upon a
legal holiday, then such annual meeting of shareholders shall
be held at the same time and place on the next day thereafter
ensuing which is not a legal holiday. At such annual
meetings, directors shall be elected, and any other business
may be transacted which is within the powers of the
shareholders.
Section 3. SPECIAL MEETINGS. Special meetings of the
shareholders, for the purpose of taking any action which is
within the powers of the shareholders, may be called at any
time by the chairman of the board or the president or by the
board of directors, or by the holders of shares entitled to
case not less than ten percent of the votes at the meeting.
Upon request in writing that a special meeting of shareholders
be called for any proper purpose, directed to the chairman of
the board, president, vice president or secretary by any
person (other than the board) entitled to call a special
meeting of shareholders, the officer forthwith shall cause
notice to be given to the shareholders entitled to vote that a
meeting will be held at a time requested by the person or
persons calling the meeting, not less than thirty-five nor
more than sixty days after receipt of the request.
Section 4. NOTICE OF MEETINGS OF SHAREHOLDERS. Written
notice of each meeting of shareholders, whether annual or
special, shall be given to each shareholder entitled to vote
thereat, either personally or by mail or other means of
written communication, charges prepaid, addressed to such
shareholder at the address of such shareholder appearing on
the books of the corporation or given by such shareholder to
the corporation for the purpose of notice. If any notice
addressed to the shareholder at the address of such
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
such address, all future notices shall be deemed to have been
duly given without further mailing if the same shall be
available for the shareholder upon 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 to all other shareholders. If no address
appears on the books of the corporation or is given by the
shareholder to the corporation for the purpose of notice,
notice shall be deemed to have been given to such shareholder
if sent by mail or by other means of written communication
addressed to the place where the principal executive office of
the corporation is located, or if published at least once in a
newspaper of general circulation in the county in which the
executive office is located.
All such notices shall be given to each shareholder
entitled thereto not less than ten days nor more than sixty
days before the meeting. Any such notice shall be deemed to
have been given at the time when delivered personally or
deposited in the mail or sent by other means of written
communication. An affidavit of mailing of any such notice in
accordance with the foregoing provisions, executed by the
secretary, assistant secretary or any transfer agent of the
corporation shall be prima facie evidence of the giving of the
notice.
All such notices shall state the place, date and hour of
such meeting. In the case of a special meeting such notice
shall also state the general nature of the business to be
transacted at such meeting, and no other business may be
transacted thereat. In the case of an annual meeting, such
notice shall also state those matters which the board of
directors at the time of the mailing of the notice intends to
present for action by the shareholders. Any proper matter may
be presented at an annual meeting of shareholders though not
stated in the notice, provided that unless the general nature
of a proposal to be approved by the shareholders relating to
the following matters is stated in the notice or a written
waiver of notice, any such shareholder approval will require
unanimous approval of all shareholders entitled to vote:
(a) a proposal to approve a contract or other
transaction between the corporation and one or more
of its directors or any corporation, firm or
association in which one or more of its directors
has a material financial interest or is also a
director;
(b) A proposal to amend the articles of incorporation;
(c) A proposal to approve the principal terms of a
reorganization as defined in Section 181 of the
General Corporation Law;
(d) A proposal to wind up and dissolve the corporation;
(e) If the corporation has preferred shares outstanding
and the corporation is in the process of winding up,
a proposal to adopt a plan of distribution of
shares, obligations or securities of any other
corporation or assets other than money which is not
in accordance with the liquidation rights of the
preferred shares.
The notice of any meeting at which directors are to be
elected shall include the names of nominees intended at the
time of the notice to be presented by management for election.
Section 5. QUORUM. The presence in person or by proxy
of the holders of a majority of the shares entitled to vote at
any meeting 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 transact
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 6. ADJOURNED MEETINGS AND NOTICE THEREOF. Any
shareholders' meeting, annual or special, whether or not a
quorum is present, may be adjourned from time to time by vote
of a majority of the shares the holders of which are either
present in person or by proxy thereat, but in the absence of a
quorum, no other business may be transacted at any such
meeting, except as provided in Section 4 of this Article II.
When any shareholders' meeting, either annual or special,
is adjourned for forty-five days or more, or if after the
adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to
each shareholder of record entitled to vote at the adjourned
meeting as in the case of an original meeting. Except as set
forth in this Section 6 of Article II, it shall not be
necessary to give any notice of an adjourned meeting or of the
business to be transacted at an adjourned meeting, other than
by announcement of the time and place thereof at the meeting
at which such adjournment is taken.
Section 7. VOTING. At all meetings of shareholders,
every shareholder entitled to vote shall have the right to
vote in person or by proxy the number of shares standing in
the name of such shareholder on the stock records of the
corporation on the record date for such meeting. Shares held
by an administrator, executor, guardian, conservator,
custodian, trustee, receiver, pledgee, minor, corporation or
fiduciary or held by this corporation or a subsidiary of this
corporation in a fiduciary capacity or by two or more persons
shall be voted in the manner set forth in Sections 702, 703,
and 704 of the General Corporation Law. Shares of this
corporation owned by this corporation or a subsidiary (except
shares held in a fiduciary capacity) shall not be entitled to
vote. Unless a record date for voting purposes is fixed
pursuant to Section 1 of Article V of these bylaws, then only
persons in whose names shares entitled to vote stand on the
stock records of the corporation 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, shall be entitled to vote at such meeting, and such day
shall be the record date for such meeting. Votes at a meeting
may be given by viva voce or by ballot; provided, however,
that all elections for directors must be by ballot upon demand
made by a shareholder at any election and before the voting
begins. If a quorum is present at the beginning of the
meeting, except with respect to the election of directors (and
subject to the provisions of Section 5 of this Article II
should shareholders withdraw thereafter) the affirmative vote
of the majority of the shares represented at the meeting and
entitled to vote on any matter shall be the act of the
shareholders and shall decide any question properly brought
before the meeting, unless the vote of a greater number or
voting by classes is required by the General Corporation Law
or the Articles of Incorporation, in which case the vote so
required shall govern and control the decision of such
question. Subject to the provisions of the next sentence, at
all elections of directors of the corporation, each
shareholder shall be entitled to cumulate his votes 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 his shares are entitled, or to distribute his votes on
the same principle among as many candidates as he shall think
fit. No shareholder shall be entitled to cumulate his votes
unless the name of the candidate or candidates for whom such
votes would be cast has been placed in nomination prior to the
voting and any shareholder has given notice at the meeting
prior to the voting, of such shareholder's intention to
cumulate his votes. The candidates receiving the highest
number of votes up to the number of directors to be elected
shall be elected.
Section 8. WAIVER OF NOTICE AND CONSENT OF ABSENTEES.
The proceedings and 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
is present either in person or by proxy, and if, either before
or after the meeting, each of the persons entitled to vote,
not present in person or by proxy, signs a written waiver of
notice or a consent to the holding of such meeting, or an
approval of the minutes thereof. Attendance of a person at a
meeting shall constitute a waiver of noticer of 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 required by law or these
bylaws to be included in the notice but which was not so
included, if such objection is expressly made at the meeting,
provided however, that any person making such objection at the
beginning of the meeting or to the consideration of matters
required to be but not included in the notice may orally
withdraw such objection at the meeting or thereafter waiver
such objection by signing a written waiver thereof or a
consent to the holding of the meeting or the consideration of
the matter or an approval of the minutes of the meeting.
Neither the business to be transacted at nor the purpose of
any annual or special meeting of shareholders need be
specified in any written waiver of notice except that the
general nature of the proposals specified in subsections (a)
through (e) of Section 4 of this Article II, shall be so
stated. All such waivers, consents or approvals shall be
filed with the corporate records or made a part of the minutes
of the meeting.
Section 9. ACTION WITHOUT A MEETING. Directors may be
elected without a meeting by a consent in writing, setting
forth the action so taken, signed by all of the persons who
would be entitled to vote for the election of directors,
provided that, without notice except as hereinafter set forth,
a director may be elected at any time to fill a vacancy not
filled by the directors by the written consent of persons
holding a majority of the outstanding shares entitled to vote
for the election of directors.
Any other action which, under any provision of the
General Corporation Law may be taken at any annual or special
meeting of the shareholders, may be taken without a special
meeting, and without notice except as hereinafter set forth,
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 such action at a meeting at which all shares
entitled to vote thereon were present and voted. Unless the
consents of all shareholders entitled to vote have been
solicited in writing,
(a) Notice of any proposed shareholder approval of, (i)
a contract or other transaction between the
corporation and one or more of its directors or any
corporation, firm or association in which one or
more of its directors has a material financial
interest or is also a director, (ii) indemnification
of an agent of the corporation as authorized by
Section 16, of Article III, of these bylaws (iii) a
reorganization of the corporation as defined in
Section 181 of the General Corporation Law, or (iv)
the distribution of shares, obligations or
securities of any other corporation or assets other
than money which is not in accordance with the
liquidation rights of preferred shares if the
corporation is in the process of winding up, without
a meeting by less than unanimous written consent,
shall be given at least ten days before the
consummation of the action authorized by such
approval; and
(b) Prompt notice shall be given of the taking of any
other corporate action approved by shareholders
without a meeting by less than unanimous written
consent, to those shareholders entitled to vote who
have not consented in writing. Such notices shall
be given in the manner and shall be deemed to have
been given as provided in Section 4 of Article II of
these bylaws.
Unless, as provided in Section 1 of Article V of these
bylaws, the board of directors has fixed a record date for the
determination of shareholders entitled to notice of and to
give such written consent, the record date for such
determination shall be the day on which the first written
consent is given. All such written consents shall be filed
with the secretary of the corporation.
Any shareholder giving a written consent, or the
shareholder's proxyholders, or a transferee of the shares or a
personal representative of the shareholder or their respective
proxyholders, may revoke the consent by a writing received by
the corporation prior to the time that written consents of the
number of shares required to authorize the proposed action
have been filed with the secretary of the corporation, but may
not do so thereafter. Such revocation is effective upon its
receipt by the secretary of the corporation.
Section 10. PROXIES. Every person entitled to vote or
execute consents shall have the right to do so either in
person or by an agent or agents authorized by written proxy
executed by such person or the duly authorized agent of such
person and filed with the secretary of the corporation, or the
persons appointed as inspectors of election or such other
person as may be designated by the board of directors of the
chief executive officer to receive the proxies; provided, that
no such proxy shall be valid after the expiration of eleven
months from the date of its execution, unless the shareholder
executing it specifies therein the length of time for which
such proxy is to continue in force. Every proxy duly executed
continues in full force and effect until revoked by the person
executing it prior to the vote pursuant thereto. Except as
otherwise provided by law, such revocation may be effected by
attendance at the meeting and voting in person by the person
executing the proxy or by a writing stating that the proxy is
revoked or by a proxy bearing a later date executed by the
person executing the proxy and filed with the secretary of the
corporation or the persons appointed as inspectors of election
or such other persons as may be designated by the board of
directors or the chief executive officer to receive proxies.
Section 11. INSPECTORS OF ELECTION. In advance of any
meeting of shareholders, the board of directors may appoint
any persons as inspectors of election to act at such meeting
or any adjournment thereof. If inspectors of election are not
so appointed, or if any persons so appointed fail to appear or
refuse to act, the chairman of any such meeting may, and on
the request of any shareholder or his proxy shall, make such
appointment at the meeting. The number of inspectors shall be
either one or three. If appointed at a meeting on the request
of one or more shareholders or proxies, the majority of shares
represented in person or by proxy shall determine whether one
or three inspectors are to be appointed.
The inspectors of election shall 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, receive votes,
ballots or consents, hear and determine all challenges and
questions in any way arising in connection with the right to
vote, count and tabulate all votes or consents, determine when
the polls shall close, determine the result and do such acts
as may be proper to conduct the election or vote with fairness
to all shareholders. In the determination of the validity and
effect of proxies the dates contained on the forms of proxy
shall presumptively determine the order of execution of the
proxies, regardless of the postmark dates on the envelopes in
which they are mailed.
The inspectors of election shall perform their duties
impartially, in good faith, to the best of their ability and
as expeditiously as is practical. If there are three
inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or
certificate of all. Any report or certificate made by the
inspectors of election is prima facie evidence of the facts
stated therein.
ARTICLE III
DIRECTORS
Section 1. POWERS. Subject to the General Corporation
Law and any limitations in the articles of incorporation
relating to action requiring shareholder approval, and subject
to the duties of directors as prescribed by the bylaws, 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.
Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The
authorized number of directors shall be not less than five (5)
nor more than nine (9). The exact number of directors shall
be five (5) until changed, within the limits specified above,
by a bylaw amending this Section 2(a), duly adopted by the
board of directors or by the shareholders. The indefinite
number of directors may be changed, or a definite number may
be 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, than a 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, or the shares not
consenting in the case of an action by written consent, are
equal to more than sixteen and two-thirds percent (16 2/3%) of
the outstanding shares entitled to vote thereon. No amendment
may change the stated maximum number of authorized directors a
number greater than two (2) times the stated minimum number of
directors minus one (1).
Section 3. ELECTION AND TERM OF OFFICE. The directors
shall be elected at each annual meeting of shareholders, but
if any such annual meeting is not held or the directors are
not elected at any annual meeting, the directors may be
elected at any special meeting of shareholders held for that
purpose, or at the next annual meeting of shareholders held
thereafter. Each director shall hold office at the pleasure
of the shareholders until his successor has been elected and
qualified or until his earlier resignation or removal of his
office has been declared vacant in the manner provided by
these bylaws.
Section 4. RESIGNATION AND REMOVAL OF DIRECTORS. Any
director may resign effective upon giving written notice to
the chairman of the board, the president, the secretary or the
board of directors of the corporation, unless the notice
specifies a later time for the effectiveness of such
resignation, in which case, such resignation shall be
effective at the time specified. Unless such resignation
specifies otherwise, its acceptance by the corporation shall
not be necessary to make it effective. The board of directors
may declare vacant the office of a director who has been
declared of unsound mind by an order of the court or convicted
of a felony. Any or all of the directors may be removed
without cause if such removal is approved by the affirmative
vote of a majority of the outstanding shares entitled to vote
provided that no director may be removed (unless the entire
board is removed) when the votes cast against removal (or, if
such action is taken by written consent, the shares held by
persons not consenting in writing to such removal) would be
sufficient to elect such director if voted cumulatively at an
election at which the same total number of votes were cast
(or, if such action is taken by written consent, all shares
entitled to vote were voted) and the entire number of
directors authorized at the time of the director's most recent
election were then being elected. No reduction of the
authorized number of directors shall have the effect of
removing any director before his term of office expires.
Section 5. VACANCIES. Vacancies on the board of
directors (except vacancies created by the removal of a
director) may be filled by a majority of the directors then in
office, whether or not less than a quorum, or by a sole
remaining director, and each director elected in this manner
shall hold office until the next annual meeting of
shareholders and until a successor has been elected and
qualified or until his earlier resignation or removal or his
office has been declared vacant in the manner provided in
these bylaws. A vacancy or vacancies on the board of
directors shall exist on the death, resignation or removal of
any director, or if the board declares vacant the office of a
director if he is declared of unsound mind by an order of
court or is convicted of a felony, or if the authorized number
of directors is increased, or if the shareholders fail to
elect the full authorized number of directors to be voted for
at any shareholders meeting at which an election of directors
is held. The shareholders may elect a director at any time to
fill any vacancy not filled by the directors or which occurs
by reason of the removal of a director. Any such election by
written consent of shareholders shall require the consent of a
majority of the outstanding shares entitled to vote. If the
resignation of a director states that it is to be effective at
a future time, a successor may be elected to take office when
the resignation becomes effective.
Section 6. PLACE OF MEETINGS. Regular and special
meetings of the board of directors shall be held at any place
within or without the State of California which has been
designated in the notice or written waiver of notice of the
meeting, or, if not stated in the notice or waiver of notice
or there is no notice, designated by resolution of the board
of directors, or, either before or after the meeting,
consented to in writing by all members of the board who were
not present at the meeting. If the place of a regular or
special meeting is not designated in the notice or waiver of
notice or fixed by a resolution of the board or consented to
in writing by all members of the board not present at the
meeting, it shall be held at the corporation's principal
executive offices.
Section 7. REGULAR MEETINGS. Immediately following each
annual shareholders' meeting, the board of directors shall
hold a regular meeting to elect officers and transact other
business. Such meeting shall be held at the same place as the
annual meeting or such other place as shall be fixed by the
board of directors. Other regular meetings of the board shall
be held at such times and places as are fixed by the board.
Call and notice of regular meetings of the board of directors
shall not be required and is hereby dispensed with.
Section 8. 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, the president, any
vice president, the secretary, any assistant secretary or any
two directors. Notice of the time and place of special
meeting shall be delivered personally or by telephone or
telegraph or sent to the director by mail. In case notice is
given by mail or telegram, it shall be sent, charges prepaid,
addressed to the director at his address appearing on the
corporate records, or if it is not on these records or is not
readily ascertainable, at the place where the meetings of the
directors are regularly held. If notice is delivered
personally or given by telephone or telegraph, it shall be
given or delivered to the telegraph office at least 48 hours
before the meeting. If notice is mailed, it shall be
deposited in the United States mail at least four days before
the meeting. Such mailing, telegraphing or delivery,
personally or by telephone, as provided in this Section, shall
be due, legal and personal notice to such director.
Section 9. QUORUM. Three directors shall constitute a
quorum of the board for the transaction of business, except to
adjourn a meeting under Section 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 is the act of
the board of directors, unless the vote of a greater number or
the same number after disqualifying one or more directors from
voting, is required by law, the articles of incorporation or
these bylaws. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the
withdrawal of directors, provided that any action taken is
approved by at least a majority of the required quorum for
such meeting.
Section 10. WAIVER OF NOTICE OR CONSENT. 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 or who, though
present, has prior to the meeting or at its commencement,
protested the lack of proper notice to him, signs a written
waiver of notice, or a consent to holding the meeting, or an
approval of the minutes 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. A
notice or waiver of notice need not specify the purpose of any
regular or special meeting of the board of directors. Notice
of a meeting need not be given to any director who signs a
waiver of notice, whether before or after the meeting, or who
attends the meeting without protesting, prior to or at its
commencement, the lack of notice to such director.
Section 11. ADJOURNMENT. A majority of the directors
present, whether or not a quorum is present, may adjourn any
meeting to another time and place. If the meeting is
adjourned for more than 24 hours, notice of the adjournment to
another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the
time of the adjournment.
Section 12. MEETINGS BY CONFERENCE TELEPHONE. Members
of the board of directors may participate in a meeting through
use of conference telephone or similar communications
equipment, so long as all members participating in such
meeting can hear one another. Participation by directors in a
meeting in the manner provided in this Section constitutes
presence in person at such meeting.
Section 13. ACTION WITHOUT A 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 such
action. Such written consent or consents shall be filed with
the minutes of the proceedings of the board. Such action by
written consent shall have the same force and effect as a
unanimous vote of such directors.
Section 14. FEES AND COMPENSATION. Directors and
members of committees shall receive neither compensation for
their services as directors or members of the committees or
reimbursement for their expenses incurred as directors or
members of committees unless these payments are fixed by
resolution of the board. Directors and members of committees
may receive compensation, and reimbursement for their expenses
incurred as officers, agents or employees of or for other
services performed for the corporation as approved by the
chief executive officer without authorization, approval or
ratification by the board.
Section 15. COMMITTEES. The board of directors may, at
its discretion, by resolution adopted by a majority of the
authorized number of directors, designate one or more
committees, each of which shall be composed 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 board may delegate to any such
committee, to the extent provided in such resolution, any of
the board's powers and authority in the management of the
corporation's business and affairs except with respect to:
(a) the approval of any action for which the General
Corporation Law or the articles of incorporation
also requires approval by the shareholders;
(b) the filling of vacancies on the board of directors
or any committee;
(c) the fixing of compensation of 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 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;
(g) the authorization of the issuance of shares; and
(h) the appointment of other committees of the board of
the members thereof.
The board may prescribe appropriate rules, not
inconsistent with these bylaws, by which proceedings of any
such committee shall be conducted. The provisions of these
bylaws relating to the calling of meetings of the board,
notice of meetings of the board and waiver of such notice,
adjournments of meetings of the board, written consents to
board meetings and approval of minutes, action by the board by
consent in writing without a meeting, the place of holding
such meetings, meetings by conference telephone or similar
communications equipment, the quorum for such meetings, the
vote required at such meetings and the withdrawal of directors
after commencement of a meeting shall apply to committees of
the board and action by such committees. In addition, any
member of the committee designated by the board as the
chairman or as secretary of the committee or any two members
of a committee may call meetings of the committee. Regular
meetings of any committee may be held without notice if the
time and place of such meetings are fixed by the board of
directors or the committee.
Section 16. INDEMNIFICATION OF AGENTS.
(a) For the purposes of this section, "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 subdivision
(d) or subdivision (e) (3) of this Section.
(b) 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) 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 such person
acted in good faith and in a manner such 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 the conduct of such person 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
reasonable believed to be in the best interests of this
corporation or that the person had best interests of this
corporation or that the person had reasonable cause to believe
that the person's conduct was unlawful.
(c) 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 such person is or was an agent of this
corporation, against expenses actually and reasonably incurred
by such person in connection with the defense or settlement of
such action if such person acted in good faith, in a manner
such person believed to be in the best interests of this
corporation and with such care, including reasonable inquiry,
as an ordinarily prudent person in a like position would use
under similar circumstances. No indemnification shall be made
under this subdivision (c):
(1) In respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to
this corporation in the performance of such person's duty to
this corporation, unless and only to the extent that the court
in which such action was brought shall determine upon
application that, in view of all the circumstances of the
case, such person is fairly and reasonably entitled to
indemnity for the expenses which such court shall determine;
(2) Of amounts paid in settling or otherwise
disposing of a threatened or pending action, with or without
court approval; or
(3) Of expenses incurred in defending a threatened
or pending action which is settled or otherwise disposed of
without court approval.
(d) To the extent that an agent of this corporation has
been successful on the merits in defense of any proceeding
referred to in subdivision (b) or (c) 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.
(e) Except as provided in subdivision (d), any
indemnification under this Section shall be made by this
corporation only if authorized in the specific case, upon 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 subdivision (b) or (c), by:
(1) A majority vote of a quorum consisting of
directors who are not parties to such proceeding;
(2) Approval or ratification 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 the holders of a
majority of the outstanding shares entitled to vote. For such
purpose, the shares owned by the person to be indemnified
shall not be considered outstanding or entitled to vote
thereon; or
(3) The court in which such proceeding is or was
pending, upon 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.
(f) Expenses incurred in defending any proceeding may be
advanced by this corporation prior to the final disposition of
such proceeding upon receipt of an undertaking by or on behalf
of the agent to repay such amount unless it shall be
determined ultimately that the agent is entitled to be
indemnified as authorized in this Section.
(g) Nothing contained in this Section shall affect any
right to indemnification to which persons other than directors
and officers of this corporation or any subsidiary hereof may
be entitled by contract or otherwise.
(h) No indemnification or advance shall be made under
this Section, except as provided in subdivision (d) or
subdivision (e)(3), in any circumstance where it appears:
(1) That it would be inconsistent with a provision
of the articles of incorporation, 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
(2) That it would be inconsistent with any
condition expressly imposed by a court in approving a
settlement.
(i) 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 such liability under the
provisions of this Section.
Article IV
OFFICERS
Section 1. OFFICERS. The officers of the corporation
shall be a chairman of the board or a president and CEO , or
both, 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 assistant treasurers and such other
officers as may be appointed in accordance with the provisions
of Section 3 of this Article IV. Any two or more offices may
be held by the same person.
Section 2. ELECTIONS. The officers of the corporation,
except such officers as may be appointed in accordance with
the provisions of Section 3 or Section 5 of this Article IV,
shall be chosen annually by the board of directors, and each
such officer shall serve at the pleasure of the board of
directors until the regular meeting of the board of directors
following the annual meeting of shareholders and until his
successor is elected and qualified or until his earlier
resignation or removal.
Section 3. OTHER OFFICERS. The board of directors may
appoint, and may empower the chairman of the board or the
president or both of them 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. REMOVAL AND RESIGNATION. Any officer may be
removed with or without cause either by the board of directors
or, except for an officer chosen by the board, by any officer
upon whom the power of removal may be conferred by the board
(subject in each case, to the rights, if any, of an officer
under any contract of employment). Any officer may resign at
any time upon written notice to the corporation (without
prejudice however, to the rights, if any, of the corporation
under any contract to which the officer is a party). Any such
resignation shall take effect upon receipt of such notice or
at any later time specified therein. If the resignation is
effective at a future time, a successor may be elected to take
office when the resignation becomes effective. Unless a
resignation specifies otherwise, its acceptance by the
corporation shall not be necessary to make it effective.
Section 5. VACANCIES. A vacancy in any office because
of death, resignation, removal, disqualification or any other
cause shall be filled in a manner prescribed in the bylaws for
regular appointments to the office.
Section 6. CHAIRMAN OF THE BOARD. The board of
directors may, in its discretion, elect a chairman of the
board, who, unless otherwise determined by the board of
directors, shall preside at all meetings of the board of
directors at which he is present and shall exercise and
perform any other powers and duties assigned to him by the
board or prescribed by the bylaws. If the office of president
is vacant, the chairman of the board shall be the general
manager and chief executive officer of the corporation and
shall exercise the duties of the president as set forth in
Section 7.
Section 7. PRESIDENT AND CHIEF EXECUTIVE OFFICER.
Subject to any supervisory powers, if any, that may be given
by the board of directors or the bylaws to the chairman of the
board, if there be such an officer, the president and CEO4
shall be the corporation's general manager and chief executive
officer and shall, subject to the control of the board of
directors, have general supervision, direction and control of
the business, affairs and officers of the corporation. Unless
otherwise determined by the board of directors, he shall
preside as chairman at all meeting of the shareholders, and in
the absence of the chairman of the board, of if there be none,
at all meetings of the board of directors. He shall have the
general powers and duties of management usually vested in the
office of president of a corporation; shall have any other
powers and duties that are prescribed by the board of
directors or the bylaws; and shall be primarily responsible
for carrying out all orders and resolutions of the board of
directors.
Section 8. VICE PRESIDENTS. In the absence or
disability of the chief executive officer, the vice presidents
in order of their rank as fixed by the board of directors, or
if not ranked, the vice president designated by the board of
directors, of if there has been no such designation, the vice
president designated by the chief executive officer, shall
perform all the duties of the chief executive officer, and
when so acting, shall have all the powers of, and be subject
to all the restrictions on, the chief executive officer. Each
vice president shall have any of the powers and perform any
other duties that from time to time may be prescribed for him
by the board of directors or the bylaws or the chief executive
officer.
Section 9. SECRETARY. The secretary shall keep or cause
to be kept a book of minutes of all meeting and actions by
written consent of all directors, shareholders and committees
of the board of directors. The minutes of each meeting shall
state the time and place that it was held and such other
information as shall be necessary to determine whether the
meeting was held in accordance with law and these bylaws and
the actions taken thereat. The secretary shall keep or cause
to be kept at the corporation's principal executive office, or
at the office of its transfer agent or registrar, a record of
the shareholders of the corporation, giving the names and
addresses of all shareholders and the number and class of
shares held by each. The secretary shall give, or cause to be
given, notice of all meeting of shareholders, directors and
committees required to be given under these bylaws or by law,
shall keep or cause the keeping of the corporate seal in safe
custody and shall have any other powers and perform any other
duties that are prescribed by the board of directors or the
bylaws or the chief executive officer. If the secretary
refuses or fails to give notice of any meeting lawfully
called, any other officer of the corporation may give notice
of such meeting. The assistant secretary, or if there be more
than one, any assistant secretary, may perform any or all of
the duties and exercise any or all of the powers of the
secretary unless prohibited from doing so by the board of
directors, the chief executive officer or the secretary, and
shall have such other powers and perform any other duties as
are prescribed for him by the board of directors or the chief
executive officer.
Section 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
account. The chief financial officer shall cause all money
and other valuables in the name and to the credit of the
corporation to be deposited at the depositories designated by
the board of directors or any person authorized by the board
of directors to designate such depositories. He shall render
to the chief executive officer and board of directors, when
either of them request it, an account of all his transactions
as chief financial officer and of the financial condition of
the corporation; and shall have any other powers and perform
any other duties that are prescribed by the board of directors
or the bylaws or the chief executive officer. The assistant
treasurer, may perform any or all of the duties and exercise
any or all of the powers of the chief financial officer unless
prohibited from doing so by the board of directors, the chief
executive officer or the chief financial officer, and shall
have such any other powers and perform any other duties that
are prescribed by the board of directors or the bylaws or the
chief executive officer. The assistant treasurer, or if there
by more than one, any assistant treasurer, may perform any or
all of the duties and exercise any or all of the powers of the
chief financial officer unless prohibited from doing so by the
board of directors, the chief executive officer or the chief
financial officer, and shall have such other powers and
perform any other duties as are prescribed for him by the
board of directors, the chief executive officer or the chief
financial officer.
Article V
MISCELLANEOUS
Section 1. RECORD DATE. The board of directors may fix
a time in the future as a record date for the determination of
the shareholders entitled to notice of and to vote at any
meeting of shareholders or entitled to give consent to
corporate action in writing without a meeting, to receive any
report, to receive payment of any dividend or other
distribution, or allotment of any rights, or to exercise
rights in respect to any change, conversion, or exchange of
shares or any other lawful action. The record date so fixed
shall be not more than sixty days nor less than ten days prior
to the date of such meeting, nor more than sixty days prior to
any other action for the purposes of which it is fixed. When
a record date is so fixed, only shareholders of record on that
date are entitled to notice of and to vote at any such meeting
to give consent without a meeting, to receive any report, to
receive a 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, except as otherwise provided in the
articles of incorporation or bylaws.
Section 2. INSPECTION OF CORPORATE RECORDS. The books
of account, record of shareholders, and minutes of proceedings
of the shareholders and the board and committees of the board
of this corporation shall be open to inspection upon the
written demand on the corporation of any shareholder or holder
of a voting trust certificate at any time during usual
business hours, for a purpose reasonably related to such
holder's interests as a shareholder or as the holder of such
voting trust certificate. Such inspection by a shareholder or
holder of a voting trust certificate may be made in person or
by agent or attorney, and the right of inspection includes the
right to copy and make extracts.
A shareholder or shareholders holding at least five
percent in the aggregate of the outstanding voting shares of
the corporation or who hold at least one percent of such
voting shares and have filed a Schedule 14B with the United
States Securities and Exchange Commission relating to the
election of directors of the corporation shall have (in person
or by agent or attorney) the absolute right to inspect and
copy the record of shareholders' names and addresses and
shareholdings during usual business hours upon five business
days' prior written demand upon the corporation and to obtain
from the transfer agent for the corporation, upon written
demand and upon the tender of its usual charges, 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 it has been compiled or
as of a date specified by the shareholder subsequent to the
date of demand. The list shall be made available on or before
the later of five business days after the demand is received
or the date specified therein as the date as of which the list
is to be compiled.
Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties
of this corporation and any subsidiary of this corporation.
Such inspection by a director may be made in person or by
agent or attorney and the right of inspection includes the
right to copy and make extracts.
Section 3. CHECKS, DRAFTS, ETC. 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. The board
of directors may authorize one or more officers of the
corporation to designate the person of persons authorized to
sign such documents and the manner in which such documents
shall be signed.
Section 4. ANNUAL AND OTHER REPORTS. The statutory
requirement that the board of directors cause an annual report
to be sent to shareholders is hereby waived.
A shareholder or shareholders holding at least five
percent of the outstanding shares of any class of the
corporation may make 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 current fiscal year
ended more than thirty days prior to the date of the request
and a balance sheet of the corporation as of the end of such
period. In addition, if no annual report for the last fiscal
year has been sent to shareholders, a shareholder or
shareholders holding at least five person of the outstanding
shares of any class of the corporation may make a written
request to the corporation for an annual report for the last
fiscal year, which annual report shall contain a balance sheet
as of the end of such fiscal year and in income statement and
statement of changes in financial position of such fiscal
year, accompanied by any report thereon of independent
accountants or, if there is not such report, the certificate
of an authorized officer of the corporation that such
statements were prepared without audit from the books and
records of the corporation. The statements shall be delivered
or mailed to the person making the request within thirty days
thereafter. A copy of such statements shall be kept on file
in the principal executive office of the corporation for
twelve months and they shall be exhibited at all reasonable
times to any shareholder demanding an examination of them or a
copy shall be mailed to such shareholder.
The corporation shall, upon the written request of any
shareholder, mail to the shareholder a copy of the last
annual, semiannual or quarterly income statement which it has
prepared and a balance sheet as of the end of the period.
The quarterly income statements and balance sheets
referred to in this Section shall be accompanied by the report
thereon, if any, of any independent accountants engaged by the
corporation or the certificate of an authorized officer of the
corporation that such financial statements were prepared
without audit from the books and records of the corporation.
Unless otherwise determined by the board of directors or
the chief executive officer, the chief financial officer and
any assistant treasurer are each authorized officers of the
corporation to execute the certificate that the annual report
and quarterly income statements and balance sheets referred to
in this section were prepared without audit from the books and
records of the corporation.
Any report sent to the shareholders shall be given
personally or by mail or other means of written communication,
charges prepaid, addressed to such shareholder at the address
of such shareholder appearing on the books of the corporation
or given by such shareholder to the corporation for the
purpose of notice or set forth in the written request of the
shareholder as provided in this Section. If any report
addressed to the shareholder at the address of such
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 report to the shareholder at
such address, all future reports shall be deemed to have been
duly given without further mailing if the same shall be
available for the shareholder upon 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 report to all other shareholders. If no address
appears on the books of the corporation or is given by the
shareholder to the corporation for the purpose of notice or is
set forth in the written request of the shareholder as
provided in this Section, such report shall be deemed to have
been given to such shareholder if sent by mail or other means
of written communication addressed to the place where the
principal executive office of the corporation is located, or
if published at least once in a newspaper of general
circulation in the county in which the principal executive
office is located. Any such report shall be deemed to have
been given at the time when delivered personally or deposited
in the mail or sent by other means of written communication.
An affidavit of mailing of any such report in accordance with
the foregoing provisions, executed by the secretary, assistant
secretary or any transfer agent of the corporation shall be
prima facie evidence of the giving of the report.
Section 5. CONTRACTS, ETC., HOW EXECUTED. The board of
directors, except as the bylaws or articles of incorporation
otherwise provide, 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 such authority may be general or confined to specific
instances.
Section 6. CERTIFICATE FOR SHARES. Every holder of
shares in the corporation shall be entitled to have a
certificate or certificates signed in the name of the
corporation by the chairman or vice chairman of the board or
the president or a 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 upon a
certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such
person were such officer, transfer agent or registrar at the
date of issue.
Any such certificate shall also contain such legend or
other statement as may be required by Section 418 of the
General Corporation Law, the Corporate Securities Law of 1968,
and any agreement between the corporation and the issuee
thereof, and may contain such legend or other statement as may
be required by any other applicable law or regulation or
agreement.
Certificates for shares may be issued prior to full
payment thereof, under such restrictions and for such
purposes, as the board of directors or the bylaws may provide;
provided, however, that any such certificates so issued prior
to full payment shall state the total amount of the
consideration to be paid therefor and the amount paid thereon.
No new certificate for shares shall be issued in place of
any certificate theretofore issued unless the latter is
surrendered and cancelled at the same time; provided, however,
that a new certificate may be issued without the surrender and
cancellation of the old certificate if the certificate
theretofore issued is alleged to have been lost, stolen or
destroyed. In case of any such allegedly lost, stolen or
destroyed certificate, the corporation may require the owner
thereof or the legal representative of such owner to give the
corporation a bond (or other adequate security) sufficient to
indemnify it against any claim that may be made against it
(including any expense or liability) on account of the alleged
loss, theft or destruction of any such certificate or the
issuance of such new certificate.
Section 7. REPRESENTATION OF SHARES OF OTHER
CORPORATIONS. Unless the board of directors shall otherwise
determine, the chairman of the board, the president, any vice
president, the secretary and any assistant secretary of this
corporation are each authorized to vote, represent and
exercise on behalf of this corporation all rights incident to
any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority
herein granted to such officers to vote or represent on behalf
of this corporation any and all shares held by this
corporation in any other corporation or corporations may be
exercised either by such officers in person or by any person
authorized so to do by proxy or power of attorney or other
document duly executed by any such officer.
Section 8. INSPECTION OF BYLAWS. The corporation shall
keep in its principal executive office in California, or if
its principal executive office is not in California, at its
principal business office in California, 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 corporation has no office in California,
it shall upon the written request of any shareholder, furnish
him a copy of the bylaws as amended to date.
Section 9. SEAL. The corporation shall have a common
seal, and shall have inscribed thereon the name of the
corporation, the date of its incorporation, and the words
"INCORPORATED" and "CALIFORNIA."
Section 10. CONSTRUCTION AND DEFINITIONS. Unless the
context otherwise requires, the general provisions, rules of
construction and definitions contained in the General
Corporation Law shall govern the construction of these bylaws.
Without limiting the generality of the foregoing, the
masculine gender includes the feminine and neuter, the
singular number includes the plural and the plural number
includes the singular, and the term "Person" includes a
corporation as well as a natural person.
Article VI
AMENDMENTS
Section 1. POWER OF SHAREHOLDERS. New bylaws may be
adopted or these bylaws may be amended or repealed by the
affirmative vote of a majority of the outstanding shares
entitled to vote, or by the written assent of shareholders
entitled to vote such shares, except as otherwise provided by
law or by the articles of incorporation.
Section 2. POWER OF DIRECTORS. Subject to the right of
shareholders as provided in Section 1 of this Article VI to
adopt, amend or repeal bylaws, by laws other than a bylaw or
amendment thereof changing the authorized number of directors
may be adopted, amended or repealed by the board of directors.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
(1) That I am the duly elected and acting secretary
of HemaCare Corporation, a California Corporation; and;
(2) That the foregoing bylaws, comprising 25 pages,
constitute the bylaws of such corporation as duly adopted by
action of the Incorporator of the corporation duly taken on
July 22, 1986.
IN WITNESS WHEREOF, I have hereunto subscribed my
name and affixed the seal of such corporation this 26th day of
September, 1988.
/s/ Thomas Asher
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Secretary