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EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS
OF
CISCO SYSTEMS, INC.
(AS AMENDED MARCH 10, 1985, DECEMBER 10, 1987, OCTOBER 11, 1988, DECEMBER 20,
1989, JULY 31, 1996, JUNE 8, 1998 and NOVEMBER 10, 1999)
Article 1.
-OFFICES
Section 1.01 The principal executive offices of Cisco Systems, Inc.
(the "Corporation") shall be at such place inside or outside the State of
California as the Board of Directors may determine from time to time.
Section 1.02 The Corporation may also have offices at such other
places as the Board of Directors may from time to time designate, or as the
business of the Corporation may require.
Article 2.
- SHAREHOLDERS' MEETINGS
Section 2.01 Annual Meetings. The annual meeting of the shareholders
of the Corporation for the election of directors to succeed those whose terms
expire and for the transaction of such other business as may properly come
before the meeting shall be held each year on the second Thursday in November at
10:00 a.m. at the principal office of the Corporation, or at such other time and
place as may be determined by the Board of Directors. If the annual meeting of
the shareholders be not held as herein prescribed, the election of directors may
be held at any meeting thereafter called pursuant to these Bylaws.
Section 2.02 Special Meetings. Special meetings of the shareholders,
for any purpose whatsoever, unless otherwise prescribed by statute or the
articles of incorporation or bylaws of the Corporation, may be called at any
time by the Chairman of the Board, the President, by the Board of Directors, or
by one or more shareholders holding not less than ten percent (10%) of the
voting power of the Corporation on the record date established pursuant to
Article II, Section 7 of these Bylaws. Upon request in writing sent by
registered mail to the Chief Executive Officer, President or Secretary of the
Corporation, or delivered to any such officer in person, by any person or
persons entitled to call a special meeting of shareholders
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(such request, if sent by a shareholder or shareholders, to include the
information required by Article II, Section 11 of these Bylaws), it shall be the
duty of such officer, subject to the immediately succeeding sentence, to cause
notice to be given to the shareholders entitled to vote that a meeting will be
requested by the person or persons calling the meeting, the date of which
meeting, which shall be set by such officer, to be not less than 35 days nor
more than 60 days after such request or, if applicable, determination of the
validity of such request pursuant to the immediately succeeding sentence. Within
five business days after receiving such a request from a shareholder or
shareholders of the Corporation, the Board of Directors shall determine whether
shareholders owning not less than ten percent (10%) of the shares as of the
record date established pursuant to Article II, Section 7 of these Bylaws for
such request support the call of a special meeting and notify the requesting
party or parties of its finding.
Section 2.03 Place. All meetings of the shareholders shall be at any
place within or without the State of California designated either by the Board
of Directors or by written consent of the holders of a majority of the shares
entitled to vote thereat, given either before or after the meeting. In the
absence of any such designation, shareholders' meetings shall be held at the
principal executive office of the Corporation.
Section 2.04 Notice. Notice of meetings of the shareholders of the
Corporation shall be given in writing to each shareholder entitled to vote,
either personally or by first-class mail (unless the Corporation has 500 or more
shareholders determined as provided by the California Corporations Code on the
record date for the meeting, in which case notice may be sent by third-class
mail) or other means of written communication, charges prepaid, addressed to the
shareholder at his address appearing on the books of the Corporation or given by
the shareholder to the Corporation for the purpose of notice. Notice of any such
meeting of shareholders shall be sent to each shareholder entitled thereto not
less than ten (10) days (or, if sent by third-class mail, 30 days) nor more than
60 days before the meeting. Said notice shall state the place, date and hour of
the meeting and, (1) in the case of special meetings, the general nature of the
business to be transacted, and no other business may be transacted, or (2) in
the case of annual meetings, those matters which the Board of Directors, at the
time of the mailing of the notice, intends to present for action by the
shareholders, but subject to Section 601(f) of the California Corporations Code
any proper matter may be presented at the meeting for shareholder action, and
(3) in the case of any meeting at which directors are to be elected, the names
of the nominees intended at the time of the mailing of the notice to be
presented by management for election.
Section 2.05 Adjourned Meetings. Any shareholders' meeting may be
adjourned from time to time by (1) the vote of the holders of a majority of the
voting shares present at the meeting either in person or by proxy or (2) the
chairman of the meeting. Notice of any adjourned meeting need not be given
unless a meeting is adjourned for forty-five (45) days or more from the date set
for the original meeting.
Section 2.06 Quorum. The presence in person or by proxy of the
persons entitled to vote a majority of the shares entitled to vote at any
meeting constitutes a
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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.
In the absence of a quorum, any meeting of shareholders may be
adjourned from time to time by the vote of a majority of the shares, the holders
of which are either present in person or represented by proxy thereat, but no
other business may be transacted, except as provided above.
Section 2.07 Consent to Shareholder Action. Any action which may be
taken at any meeting of shareholders may be taken without a meeting and without
prior notice, if a consent in writing, setting forth the action so taken, shall
be signed by the holders of outstanding shares on the record date established
pursuant to Article II, Section 10 of these Bylaws 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; provided, however, that (1) unless the consents of all shareholders
entitled to vote have been solicited in writing, notice of any shareholder
approval without a meeting by less than unanimous written consent shall be given
as required by the California Corporations Code, and (2) directors may not be
elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors.
Any written consent may be revoked by a writing received by the
Secretary of 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.
Section 2.08 Waiver of Notice. The transactions of any meeting of
shareholders, however called and noticed, and whenever 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 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 the
meeting, or an approval of the minutes thereof. All such waivers, consents, or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 2.09 Voting. The voting at all meetings of shareholders need
not be by ballot, but any qualified shareholder before the voting begins may
demand a stock vote whereupon such stock vote shall be taken by ballot, each of
which shall state the name of the shareholder voting and the number of shares
voted by such shareholder, and if such ballot be cast by a proxy, it shall also
state the name of such proxy.
At any meeting of the shareholders, every shareholder having the right
to vote shall be entitled to vote in person, or by proxy appointed in a writing
subscribed by such shareholder and bearing a date not more than eleven (11)
months prior to said meeting, unless the writing states that it is irrevocable
and satisfies Section 705(e) of the California Corporations
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Code, in which event it is irrevocable for the period specified in said writing
and said Section 705(e).
Section 2.10 Record Dates. In the event the Board of Directors fixes
a day for the determination of shareholders of record entitled to vote as
provided in Section 1 of Article V of these Bylaws, then, subject to the
provisions of the General Corporation Law of the State of California, only
persons in whose name shares entitled to vote stand on the stock records of the
Corporation at the close of business on such day shall be entitled to vote.
If no record date is fixed:
The record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day 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;
In order that the Corporation may determine the shareholders entitled
to consent to corporate action in writing without a meeting or request a special
meeting of the shareholders, the Board of Directors shall fix a record date,
which record date shall not precede the date upon which the resolution fixing
such record date is adopted by the Board of Directors. Any shareholder of record
seeking to have the shareholders authorize or take corporate action by written
consent or request a special meeting of the shareholders shall, by written
notice to the Secretary, request the Board of Directors to fix a record date.
The Board of Directors shall promptly, but in no event later than 28 days after
the date on which such request is received, adopt a resolution fixing the record
date; and
The record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto, or the sixtieth (60th) day prior to the
date of such other action, whichever is later.
A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
but the Board of Directors shall fix a new record date if the meeting is
adjourned for more than forty-five (45) days.
Section 2.11 Advance Notice of Shareholder Proposals and Director
Nominations. Shareholders may nominate one or more persons for election as
directors at a meeting of shareholder or propose business to be brought before a
meeting of shareholders, or both, only if such shareholder has given timely
notice in proper written form of such shareholder's intent to make a nomination
or nominations or to propose such business. To be timely a shareholder's notice
must be received by the Secretary of the Corporation not later than 60 days
prior to such meeting; provided, however, that in the event less than 70 days'
notice or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the 10th day following the earlier of the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. To be in proper written form a shareholder's notice to the
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Secretary shall set forth: (1) the name and address of the shareholder who
intends to make the nominations or propose the business and, as the case may be,
of the person or persons to be nominated or of the business to be proposed; (2)
a representation that the shareholder is a holder of record of stock of the
Corporation that intends to vote such stock at such meeting and, if applicable,
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (3) if applicable, a description of all
arrangements or understandings between the shareholder and each nominee or any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (4) such other
information regarding each nominee and each matter of business to be proposed by
such shareholders as would be required to be included in a proxy statement filed
pursuant to the Securities Exchange Act of 1934 had the nominee been nominated,
or intended to be nominated, or the matter been proposed, or intended to be
proposed by the Board of Directors of the Corporation; and (5) if applicable,
the consent of each nominee as director of the Corporation if so elected. The
chairman of a meeting of shareholders may refuse to acknowledge the nomination
of any person or the proposal of any business not made in compliance with the
foregoing procedure.
Article 3.
- BOARD OF DIRECTORS
Section 3.01 Powers. Subject to any limitations in the Restated
Articles of Incorporation or these Amended and Restated Bylaws and to any
provision of the California Corporations Code requiring shareholder
authorization or approval for a particular action, the business and affairs of
the Corporation shall be managed and all corporate powers shall be exercised by,
or under the direction of, the Board of Directors. The Board of Directors may
delegate the management of the day-to-day operation of the business of the
Corporation to a management company or other person provided that the business
and affairs of the Corporation shall be managed and all corporate powers shall
be exercised, under the ultimate direction of the Board of Directors.
Section 3.02 Number and Qualification of Directors. The number of
authorized directors of this Corporation shall be not less than eight (8) nor
more than fifteen (15), the exact number of directors to be fixed from time to
time within such range by a duly adopted resolution of the Board of Directors or
shareholders.
Directors shall hold office until the next annual meeting of
shareholders and until their respective successors are elected. If any such
annual meeting is not held, or the directors are not elected there at, the
directors may be elected at any special meeting of shareholders held for that
purpose. Directors need not be shareholders.
Section 3.03 Regular Meetings. A regular annual meeting of the Board
of Directors shall be held without other notice than this Bylaw provision
immediately after, and at
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the same place as, the annual meeting of shareholders. The Board of Directors
may provide for other regular meetings from time to time by resolution.
Section 3.04 Special Meetings. Special meetings of the Board of
Directors 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 (2) directors.
Written notice of the time and place of all special meetings of the Board of
Directors shall be delivered personally or by telephone or telegraph to each
director at least forty-eight (48) hours before the meeting, or sent to each
director by first-class mail, postage prepaid, at least four (4) days before the
meeting. Such notice need not specify the purpose of the meeting. Notice of any
meeting of the Board of Directors 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 thereto or at its commencement, the lack of
notice to such director.
Section 3.05 Place of Meetings. Meetings of the Board of Directors
may be held at any place within or without the State of California, which has
been designated in the notice, or if not stated in the notice or there is no
notice, the principal executive office of the Corporation or as designated by
the resolution duly adopted by the Board of Directors.
Section 3.06 Participation by 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.
Section 3.07 Quorum. A quorum at all meetings of the Board of
Directors shall be a majority of the authorized directors. In the absence of a
quorum a majority of the directors present may adjourn any meeting to another
time and place. If a meeting is adjourned for more than twenty-four (24) hours,
notice of any adjournment to another time or place shall be given prior to the
time of the reconvened meeting to the directors who were not present at the time
of adjournment.
Section 3.08 Action at Meeting. 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. 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 such meeting.
Section 3.09 Waiver of Notice. The transactions of any meeting of
the Board of Directors, however called and noticed or wherever held, are 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 thereof. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
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Section 3.10 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 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 3.11 Removal. The Board of Directors may declare vacant the
office of a director who has been declared of unsound mind by an order of court
or who has been convicted of a felony.
The entire Board of Directors or any individual director may be
removed from office without cause by a vote of shareholders holding a majority
of the outstanding shares entitled to vote at an election of directors;
provided, however, that unless the entire Board is removed, no individual
director may be removed when the votes cast against removal, or 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 cast 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.
In the event an office of a director is so declared vacant or in
case the Board or any one or more directors be so removed, new directors may be
elected at the same meeting.
Section 3.12 Resignations. 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. If the resignation is
effective at a future time, a successor may be elected to take office when the
resignation becomes effective.
Section 3.13 Vacancies. Except for a vacancy created by the removal
of a director, all vacancies in the Board of Directors, whether caused by
resignation, death or otherwise, may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director, and each
director so elected shall hold office until his successor is elected at an
annual, regular or special meeting of the shareholders. Vacancies created by the
removal of a director may be filled only by approval of the shareholders. The
shareholders may elect a director at any time to fill any vacancy not filled by
the directors. Any such election by written consent requires the consent of a
majority of the outstanding shares entitled to vote.
Section 3.14 Compensation. No stated salary shall be paid directors,
as such, for their services, but, by resolution of the Board of Directors, a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of such Board; provided that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
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Section 3.15 Committees. 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 (2) or more directors, to serve at the
pleasure of the Board of Directors. The Board of Directors 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 such committee, to the extent provided in the resolution of
the Board of Directors, shall have all the authority of the Board of Directors
in the management of the business and affairs of the Corporation, except with
respect to (a) the approval of any action requiring shareholders' approval or
approval of the outstanding shares, (b) the filling of vacancies on the Board or
any committee, (c) the fixing of compensation of directors for serving on the
Board or a committee, (d) the adoption, amendment or repeal of 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 shareholders, except at a
rate or in a periodic amount or within a price range determined by the Board,
and (g) the appointment of other committees of the Board or the members thereof.
Article 4.
- OFFICERS
Section 4.01 Number and Term. The officers of the Corporation shall
be a President, one or more Vice Presidents, a Secretary and a Chief Financial
Officer, all of which shall be chosen by the Board of Directors. The Corporation
may also have a Chairman of the Board who shall be chosen by the Board of
Directors. In addition, the Board of Directors may appoint such other officers
as may be deemed expedient for the proper conduct of the business of the
Corporation, each of whom shall have such authority and perform such duties as
the Board of Directors may from time to time determine. The officers to be
appointed by the Board of Directors shall be chosen annually at the regular
meeting of the Board of Directors held after the annual meeting of shareholders
and shall serve at the pleasure of the Board of Directors. If officers are not
chosen at such meeting of the Board of Directors, they shall be chosen as soon
thereafter as shall be convenient. Each officer shall hold office until his
successor shall have been duly chosen or until his removal or resignation.
Section 4.02 Inability to Act. In the case of absence or inability
to act of any officer of the Corporation and of any person herein authorized to
act in his place, the Board of Directors may from time to time delegate the
powers or duties of such officer to any other officer, or any director or other
person whom it may select.
Section 4.03 Removal and Resignation. Any officer chosen by the
Board of Directors may be removed at any time, with or without cause, by the
affirmative vote of a majority of all the members of the Board of Directors.
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Any officer chosen by the Board of Directors may resign at any time
by giving written notice of said resignation to the Corporation. Unless a
different time is specified therein, such resignation shall be effective upon
its receipt by the Chairman of the Board, the President, the Secretary or the
Board of Directors.
Section 4.04 Vacancies. A vacancy in any office because of any cause
may be filled by the Board of Directors for the unexpired portion of the term.
Section 4.05 Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Board.
Section 4.06 President. The President shall be the general manager
and chief executive officer of the Corporation, subject to the control of the
Board of Directors, and as such shall preside at all meetings of shareholders,
shall have general supervision of the affairs of the Corporation, shall sign or
countersign or authorize another officer to sign all certificates, contracts,
and other instruments of the Corporation as authorized by the Board of
Directors, shall make reports to the Board of Directors and shareholders, and
shall perform all such other duties as are incident to such office or are
properly required by the Board of Directors.
Section 4.07 Vice President. In the absence of the President, or in
the event of such officer's death, disability or refusal to act, the Vice
President, or in the event there be more than one Vice President, the Vice
Presidents in the order designated at the time of their selection, or in the
absence of any such designation, then in the order of their selection, shall
perform the duties of President, and when so acting, shall have all the powers
and be subject to all restrictions upon the President. Each Vice President shall
have such powers and discharge such duties as may be assigned from time to time
by the President or by the Board of Directors.
Section 4.08 Secretary. The Secretary shall see that notices for all
meetings are given in accordance with the provisions of these Bylaws and as
required by law, shall keep minutes of all meetings, shall have charge of the
seal and the corporate books, and shall make such reports and perform such other
duties as are incident to such office, or as are properly required by the
President or by the Board of Directors.
The Assistant Secretary or the Assistant Secretaries, in the order
of their seniority, shall, in the absence or disability of the Secretary, or in
the event of such officer's refusal to act, perform the duties and exercise the
powers and discharge such duties as may be assigned from time to time by the
President or by the Board of Directors.
Section 4.09 Chief Financial Officer. The Chief Financial Officer
may also be designated by the alternate title of "Treasurer." The Chief
Financial Officer shall have custody of all moneys and securities of the
Corporation and shall keep regular books of account. Such officer shall disburse
the funds of the Corporation in payment of the just demands against the
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Corporation, or as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Board of Directors from
time to time as may be required of such officer, an account of all transactions
as Chief Financial Officer and of the financial condition of the Corporation.
Such officer shall perform all duties incident to such office or which are
properly required by the President or by the Board of Directors.
The Assistant Chief Financial Officer or the Assistant Chief
Financial Officers, in the order of their seniority, shall, in the absence or
disability of the Chief Financial Officer, or in the event of such officer's
refusal to act, perform the duties and exercise the powers of the Chief
Financial Officer, and shall have such powers and discharge such duties as may
be assigned from time to time by the President or by the Board of Directors.
Section 4.10 Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that such officer is also a
director of the Corporation.
Section 4.11 Officers Holding More than One Office. Any two or more
offices may be held by the same person.
Section 4.12 Approval of Loans to Directors and Officers. The
Corporation may, upon the approval of the Board of Directors alone, make loans
of money or property to, or guarantee the obligations of, any director or
officer of the Corporation or its parent or subsidiary, or adopt an employee
benefit plan or plans authorizing such loans or guaranties provided that (i) the
Board of Directors determines that such a loan or guaranty or plan may
reasonably be expected to benefit the Corporation, (ii) the Corporation has
outstanding shares held of record by 100 or more persons (determined as provided
in Section 605 of the California Corporations Code) on the date of approval by
the Board of Directors, and (iii) the approval of the Board of Directors is by a
vote sufficient without counting the vote of any interested director or
directors.
Article 5.
- MISCELLANEOUS
Section 5.01 Record Date and Closing of Stock Books. 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 receive payment of any dividend or distribution, or
any allotment of rights, or to exercise rights in respect to any other lawful
action. The record date so fixed shall not be more than sixty (60) nor less than
ten (10) days prior to the date of the meeting or event for the purposes of
which it is fixed. When a record date is so fixed, only shareholders of record
at the close of business on that date are entitled to notice of and to vote at
the meeting or 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.
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The Board of Directors may close the books of the Corporation
against transfers of shares during the whole or any part of a period of not more
than sixty (60) days prior to the date of a shareholders' meeting, the date when
the right to any dividend, distribution, or allotment of rights vests, or the
effective date of any change, conversion or exchange of shares.
Section 5.02 Certificates. Certificates of stock shall be issued in
numerical order and each shareholder shall be entitled to a certificate signed
in the name of the Corporation by the Chairman of the Board or the President or
a Vice President, and the Chief Financial Officer, the Secretary or an Assistant
Secretary, certifying to the number of shares owned by such shareholder. Any or
all of the signatures on the certificate may be facsimile. Prior to the due
presentment for registration of transfer in the stock transfer book of the
Corporation, the registered owner shall be treated as the person exclusively
entitled to vote, to receive notifications and otherwise to exercise all the
rights and powers of an owner, except as expressly provided otherwise by the
laws of the State of California.
Section 5.03 Representation of Shares in Other Corporations. Shares
of other corporations standing in the name of this Corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
Corporation by the Chairman of the Board, the President or any Vice President
and the Chief Financial Officer or the Secretary or an Assistant Secretary.
Section 5.04 Fiscal Year. The fiscal year of the Corporation shall
end on the last Saturday of July.
Section 5.05 Annual Reports. The Annual Report to shareholders,
described in the California Corporations Code, is expressly waived and dispensed
with.
Section 5.06 Amendments. Bylaws may be adopted, amended, or repealed
by the vote or the written consent of shareholders entitled to exercise a
majority of the voting power of the Corporation. Subject to the right of
shareholders to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended,
or repealed by the Board of Directors, except that a Bylaw amendment thereof
changing the authorized number of directors may be adopted by the Board of
Directors only if these Bylaws permit an indefinite number of directors and the
Bylaw or amendment thereof adopted by the Board of Directors changes the
authorized number of directors within the limits specified in these Bylaws.
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Section 5.07 Indemnification of Corporate Agents.
(a) The Corporation shall indemnify each of its agents against
expenses, judgments, fines, settlements and other amounts, actually and
reasonably incurred by such person by reason of such person's having been made
or having threatened to be made a party to a proceeding to the fullest extent
permissible by the provisions of Section 317 of the California Corporations
Code. The terms "agent," "proceeding" and "expenses" made in this Section 7
shall have the same meaning as such terms in said Section 317.
(b) Expenses reasonably incurred by an agent of the Corporation in
defending a civil or criminal action, suit or proceeding by reason of the fact
that he or she is or was an agent of the Corporation (or was serving at the
Corporation's request as a director or officer of another corporation) shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such agent to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Corporation as authorized by relevant sections
of the General Corporation Law of California.
(c) Notwithstanding the foregoing, the Corporation shall not be
required to advance such expenses to an agent who is party to an action, suit or
proceeding brought by the Corporation and approved by a majority of the Board
which alleges willful misappropriation of corporate assets by such agent,
wrongful disclosure of confidential information, or any other willful and
deliberate breach in bad faith of such agent's duty to the Corporation or its
stockholders.