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EXHIBIT 3.3
BYLAWS OF LUMINEX LIGHTING, INC.
DATED JANUARY 22, 1994
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BYLAWS
OF
LUMINEX LIGHTING, INC.
A CALIFORNIA CORPORATION
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BYLAWS
OF
LUMINEX LIGHTING, INC.
A CALIFORNIA CORPORATION
ARTICLE I
Offices
Section 1.1 Principal Executive office.
The principal executive office of the corporation is hereby fixed
and located at: 403 E. Arrow Highway, #308, San Dimas, California 91773. The
Board of Directors is hereby granted full power and authority to change said
principal executive office from one location to another. Any such change shall
be noted on these Bylaws by the Secretary, opposite this Section, or this
Section may be amended to state the new location.
Section 1.2 Other Offices.
Other business offices may at any time be established at any
place or places specified by the Board of Directors.
ARTICLE II
Meetings of Shareholders
Section 2.1 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, specified by the Board of Directors.
Section 2.2 Annual Meeting.
The annual meeting of the shareholders, after the year 1994,
shall be held on the third Tuesday of February or at the time and date in each
year fixed by the Board of Directors. At the annual meeting directors shall be
elected, reports of the affairs of the corporation shall be considered, and any
other business may be transacted that is within the power of the shareholders.
Section 2.3 Notice of Annual Meeting.
Written notice of each annual meeting shall be given to each
shareholder entitled to vote, either personally or by first-class mail, or, if
the corporation has outstanding shares held of record by 500 or more persons
(determined in accordance with Section 605 of the General Corporation Law) on
the record date for the meeting, by third-class mail, or by other means of
written communication, charges prepaid, addressed to such shareholder at the
shareholder's address appearing on the books of the corporation or given by such
shareholder to the corporation for the purpose of notice. If any notice or
report addressed to the shareholder at the address of such shareholder appearing
on
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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 or report to the shareholder at such address, all
future notices or 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 notice or report to
all other shareholders. If a shareholder gives no address, notice shall be
deemed to have been given to such shareholder if addressed to the shareholder at
the place where the principal executive office of the corporation is situated,
or if published at least once in some newspaper of general circulation in the
county in which said principal executive office is located.
All such notices shall be given to each shareholder entitled
thereto not less than ten (10) days (or, if sent by third-class mail, thirty
(30) days) nor more than sixty (60) days before each annual 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.
Such notice shall specify:
(a) the place, the date, and the hour of such meeting;
(b) those matters that the Board of Directors, at the time
of the mailing of the notice, intends to present for action by the shareholders
(but, subject to the provisions of subsection (d) below, any proper matter may
be presented at the meeting for such action);
(c) if directors are to be elected, the names of nominees
intended at the time of the notice to be presented by the Board of Directors for
election;
(d) the general nature of a proposal, if any, to take
action with respect to approval of (i) a contract or other transaction with an
interested director, (ii) amendment of the Articles of Incorporation, (iii) a
reorganization of the corporation as defined in Section 181 of the General
Corporation Law, (iv) voluntary dissolution of the corporation, or (v) a
distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, if any; and
(e) such other matters, if any, as may be expressly
required by statute.
Section 2.4 Special Meetings.
Special meetings of the shareholders for any purpose or purposes
whatsoever may be called at any time by the Chairman of the Board (if there be
such an officer appointed), by the President, by the Board of Directors, or by
one or more shareholders entitled to cast not less than ten percent (10%) of the
votes at the meeting.
Section 2.5 Notice of Special Meetings.
Upon request in writing that a special meeting of shareholders be
called for any proper purpose, directed to the Chairman of the Board (if there
be such an officer appointed), President, Vice President or Secretary by any
person (other than the Board of Directors) 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 ten (10) nor more than
sixty (60) days after the receipt of the request. Except in special cases where
other express provision is made by statute, notice of any special meeting of
shareholders shall be given in the same manner as for annual meetings of
shareholders. In addition to the matters required by Section 2.3(a) and, if
applicable, Section 2.3(c) of these Bylaws, notice of any special meeting shall
specify the general nature of the business to be transacted, and no other
business may be transacted at such meeting.
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Section 2.6 Quorum.
The presence in person or by proxy of persons entitled to vote a
majority of the voting shares at any meeting shall constitute a quorum for the
transaction of business. If a quorum is present, the affirmative vote of a
majority of the shares represented and voting at the meeting (which shares
voting affirmatively also constitute at least a majority of the required quorum)
shall be the act of the shareholders, unless the vote of a greater number or
voting by classes is required by the General Corporation Law or the Articles of
Incorporation. Any meeting of shareholders, whether or not a quorum is present,
may be adjourned from time to time by the vote of the holders of a majority of
the shares present in person or represented by proxy thereat and entitled to
vote, but in the absence of a quorum no other business may be transacted at such
meeting, except that the shareholders present or represented by proxy 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 2.7 Adjourned Meeting and Notice.
When any shareholders' meeting, either annual or special, is
adjourned for more than forty-five (45) days, or if after adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
shall be given as in the case of an original meeting. Except as provided above,
it shall not be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted thereat, other than by
announcement of the time and place thereof at the meeting at which such
adjournment is taken.
Section 2.8 Record Date.
(a) 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 any
dividend or other distribution, or allotment of any rights, or to exercise
rights in respect of any other lawful action. The record date so fixed shall be
not more than sixty (60) days nor less than ten (10) days prior to the date of
such meeting, nor more than sixty (60) days prior to any other action. 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 from the date set for the original meeting. 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 any such meeting, to give
consent without a meeting, to receive any report, 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, except as otherwise provided in the Articles of
Incorporation or these Bylaws.
(b) If no record date is fixed:
(1) The record date for determining shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day preceding the
day on which the meeting is held.
(2) The record date for determining shareholders entitled
to give consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors has been taken, shall be the day on which the
first written consent is given.
(3) 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.
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Section 2.9 Voting.
(a) Except as provided below with respect to cumulative voting
and except as may be otherwise provided in the Articles of Incorporation, each
outstanding share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote of shareholders. Any holders of shares entitled to
vote on any matter may vote part of the shares in favor of the proposal and
refrain from voting the remaining shares or vote them against the proposal,
other than elections to office, but, if the shareholder fails to specify the
number of shares such shareholder is voting affirmatively, it will be
conclusively presumed that the shareholder's approving vote is with respect to
all shares such shareholder is entitled to vote.
(b) Subject to the provisions of Sections 702 through 704 of the
General Corporation Law (relating to voting of shares held by a fiduciary,
receiver, pledgee, or minor, in the name of a corporation, or in joint
ownership), persons in whose names shares entitled to vote stand on the stock
records of the corporation at the close of business on the record date shall be
entitled to vote at the meeting of shareholders. Such vote may be 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.
Shares of this corporation owned by a corporation more than twenty-five percent
(25%) of the voting power of which is owned directly by this corporation, or
indirectly through one or more majority owned subsidiaries of this corporation,
shall not be entitled to vote on any matter.
(c) Subject to the requirements of the next sentence, every
shareholder entitled to vote at any election for directors shall have the right
to cumulate such shareholder's 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 such shareholder's shares are normally entitled, or to distribute votes
on the same principle among as many candidates as such shareholder thinks fit.
No shareholder shall be entitled to cumulate votes unless such candidate's name
or candidates' names have been placed in nomination prior to the voting and the
shareholder has given notice at the meeting, prior to the voting, of the
shareholder's intention to cumulate such shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination. The candidates receiving the highest number of
affirmative votes of shares entitled to be voted for them, up to the number of
directors to be elected by such shares, shall be elected. Votes against a
director and votes withheld shall have no legal effect.
Section 2.10 Proxies.
(a) Every person entitled to vote shares (including voting by
written consent) may authorize another person or other persons to act by proxy
with respect to such shares. "Proxy" means a written authorization signed by a
shareholder or the shareholder's attorney-in-fact giving another person or
persons power to vote with respect to the shares of such shareholder. "Signed"
for the purpose of this Section means the placing of the shareholder's name on
the proxy (whether by manual signature, typewriting, telegraphic transmission or
otherwise) by the shareholder or the shareholder's attorney-in-fact. Any proxy
duly executed is not revoked and continues in full force and effect until (i) a
written instrument revoking it is filed with the Secretary of the corporation
prior to the vote pursuant thereto, (ii) a subsequent proxy executed by the
person executing the prior proxy is presented to the meeting, (iii) the person
executing the proxy attends the meeting and votes in person, or (iv) written
notice of the death or incapacity of the maker of such proxy is received by the
corporation before the vote pursuant thereto is counted; provided that no such
proxy shall be valid after the expiration of eleven (11) months from the date of
its execution, unless otherwise provided in the proxy. Notwithstanding the
foregoing sentence, a proxy that states that it is irrevocable, is irrevocable
for the period specified therein to the extent permitted by Section 705(e) and
(f) of the General Corporation Law. The dates contained on the forms of proxy
presumptively determine the order of execution, regardless of the postmark dates
on the envelopes in which they are mailed.
(b) As long as no outstanding class of securities of the
corporation is registered under Section 12 of the Securities Exchange Act of
1934, or is not exempted from such registration by Section 12(g)(2) of such Act,
any form of proxy or written consent distributed to ten (10) or more
shareholders of the corporation when outstanding shares of the corporation are
held of record by 100 or more persons shall afford an opportunity on the proxy
or form of written consent to specify a choice between approval and disapproval
of each matter or group of related matters
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intended to be acted upon at the meeting for which the proxy is solicited or by
such written consent, other than elections to office, and shall provide, subject
to reasonable specified conditions, that where the person solicited specifies a
choice with respect to any such matter the shares will be voted in accordance
therewith. In any election of directors, any form of proxy in which the
directors to be voted upon are named therein as candidates and which is marked
by a shareholder "withhold" or otherwise marked in a manner indicating that the
authority to vote for the election of directors is withheld shall not be voted
for the election of a director.
Section 2.11 Validation of Defectively Called or Noticed Meetings.
The transactions of any meeting of shareholders, however called
and noticed, and wherever held, are 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 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. Attendance of a
person at a meeting shall constitute a waiver of notice of and presence at such
meeting, except when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of any right to
object to the consideration of matters required by these Bylaws or by the
General Corporation Law to be included in the notice if such objection is
expressly made at the meeting. Neither the business to be transacted at nor the
purpose of any regular or special meeting of shareholders need be specified in
any written waiver of notice, consent to the holding of the meeting or approval
of the minutes thereof, unless otherwise provided in the Articles of
Incorporation or these Bylaws, or unless the meeting involves one or more
matters specified in Section 2.3(d) of these Bylaws.
Section 2.12 Action Without Meeting.
(a) 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 (other than a vacancy created by
removal of a director) by the written consent of persons holding a majority of
the outstanding shares entitled to vote for the election of directors.
Any other action that may be taken at a meeting of the
shareholders, may be taken without a meeting, and without prior 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.
(b) Unless the consents of all shareholders entitled to vote have
been solicited in writing:
(1) notice of any proposed shareholder approval of (i) a
contract or other transaction with an interested director, (ii) indemnification
of an agent of the corporation, (iii) a reorganization of the corporation as
defined in Section 181 of the General Corporation Law, or (iv) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, if any, without a meeting by less than unanimous written consent, shall
be given at least ten (10) days before the consummation of the action authorized
by such approval; and
(2) 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 provided in
Section 2.3 of these Bylaws.
(c) 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.
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Section 2.13 Inspectors of Election.
(a) In advance of any meeting of shareholders, the Board of
Directors may appoint inspectors of election to act at the meeting and 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 the holder of such
shareholder's proxy shall, appoint inspectors of election (or persons to replace
those who so fail or refuse) at the meeting. The number of inspectors shall be
either one or three. If inspectors are appointed at a meeting on the request of
one or more shareholders or holders of proxies, the majority of shares
represented in person or by proxy shall determine whether one inspector or three
inspectors are to be appointed.
(b) 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.
(c) 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
Board of Directors
Section 3.1 Powers; Approval of Loans to Officers.
(a) Subject to the provisions of the General Corporation Law and
any limitations in the Articles of Incorporation relating to action required to
be approved by the shareholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board of Directors. The Board of
Directors may delegate the management of the day-to-day operation of the
business of the corporation to a management company or other person provided
that the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the Board of
Directors.
(b) The corporation may, upon approval of the Board of Directors
alone, make loans of money or property to, or guarantee the obligations of, any
officer (whether or not a director) of the corporation or of its parent, or
adopt an employee benefit plan authorizing such loans or guaranties provided
that:
(1) the Board of Directors determines that such a loan,
guaranty, or plan may reasonably be expected to benefit the corporation;
(2) the corporation has outstanding shares held of record
by 100 or more persons (determined as provided in section 605 of the General
Corporation Law) on the date of approval by the Board of Directors;
(3) the approval by the Board of Directors is by a vote
sufficient without counting the vote of any interested director(s); and
(4) the loan is otherwise made in compliance with Section
315 of the General Corporation Law.
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Section 3.2 Number and Qualification of Directors.
The authorized number of directors shall be two (2) until changed
by an amendment of the Articles of Incorporation or these Bylaws amending this
Section 3.2 duly adopted by a vote or written consent of holders of a majority
of the outstanding shares; provided that if the authorized number of directors
is five or more, any proposal to reduce the authorized number of directors to a
number less than five cannot be adopted if the votes cast against its adoption
at a meeting, or the shares not consenting in the case of action by written
consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the
outstanding shares entitled to vote.
Section 3.3 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 thereat, the directors may be elected at any special meeting of
shareholders held for that purpose. Each director, including a director elected
to fill a vacancy, shall hold office until the expiration of the term for which
elected and until a successor has been elected and qualified.
Section 3.4 Vacancies.
A vacancy in the Board of Directors shall be deemed to exist in
case of the death, resignation or removal of any director, if a director has
been declared of unsound mind by order of court or convicted of a felony, if the
authorized number of directors is increased, if the incorporator or
incorporators have failed to appoint the authorized number of directors in any
resolution for appointment of directors upon the initial organization of the
corporation, or if the shareholders fail, at any annual or special meeting of
shareholders at which any director or directors are elected, to elect the full
authorized number of directors to be voted for at that meeting.
Vacancies in the Board of Directors, except for a vacancy created
by the removal of a director, may be filled by a majority of the directors
present at a meeting at which a quorum is present, or if the number of directors
then in office is less than a quorum, (a) by the unanimous written consent of
the directors then in office, (b) by the vote of a majority of the directors
then in office at a meeting held pursuant to notice or waivers of notice in
compliance with these Bylaws, or (c) by a sole remaining director. Each director
so elected shall hold office until his or her successor is elected at an annual
or a special meeting of the shareholders. A vacancy in the Board of Directors
created by the removal of a director may be filled only by the vote of a
majority of the shares entitled to vote represented at a duly held meeting at
which a quorum is present, or by the written consent of all of the holders of
the outstanding shares.
The shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors. Any such election by
written consent other than to fill a vacancy created by removal shall require
the consent of holders of a majority of the outstanding shares entitled to vote.
Any such election by written consent to fill a vacancy created by removal shall
require the unanimous written consent of all shares entitled to vote for the
election of directors.
Any director may resign effective upon giving written notice to
the Chairman of the Board (if there be such an officer appointed), 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.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of the director's term
of office.
Section 3.5 Time and Place of Meetings.
The Board of Directors shall hold a regular meeting immediately
after the meeting of shareholders at which it is elected and at the place where
such meeting is held, or at such other place as shall be fixed by the Board
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of Directors, for the purpose of organization, election of officers of the
corporation and the transaction of other business. Notice of such meeting is
hereby dispensed with. Other regular meetings of the Board of Directors shall be
held without notice at such times and places as are fixed by the Board of
Directors. Special meetings of the Board of Directors may be held at any time
whenever called by the Chairman of the Board (if there be such an officer
appointed), the President, any Vice-President, the Secretary or any two
directors.
Except as hereinabove provided in this Section 3.5, all meetings
of the Board of Directors may be held at any place within or without the State
of California that has been designated by resolution of the Board of Directors
as the place for the holding of regular meetings, or by written consent of all
directors. In the absence of such designation, meetings of the Board of
Directors shall be held at the principal executive office of the corporation.
Special meetings of the Board of Directors may be held either at a place so
designated or at the principal executive office of the corporation.
Section 3.6 Notice of Special Meetings.
Notice of the time and place of special meetings shall be
delivered personally to each director or communicated to each director by
telephone, telegraph or mail, charges prepaid, addressed to the director at the
director's address as it is shown upon the records of the corporation or, if it
is not so shown on such records or is not readily ascertainable, at the place at
which the meetings of the directors are regularly held. In case such notice is
mailed, it shall be deposited in the United States mail at least four (4) days
prior to the time of the holding of the meeting. In case such notice is
delivered personally or by telephone or telegraph, as above provided, it shall
be so delivered at least forty-eight (48) hours prior to the time of the holding
of the meeting. Such mailing, telegraphing or delivery, personally or by
telephone, as above provided, shall be due, legal and personal notice to such
director.
Notice of a meeting need not be given to any director who signs a
waiver of notice or a consent to holding the meeting or an approval of the
minutes thereof, 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. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
Section 3.7 Action at a Meeting: Quorum and Required Vote.
Presence of a majority of the authorized number of directors at a
meeting of the Board of Directors constitutes a quorum for the transaction of
business, except as hereinafter provided. 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 in a meeting as permitted in the preceding
sentence constitutes presence in person at such 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, unless a greater
number, or the same number after disqualifying one or more directors from
voting, is required by law, by the Articles of Incorporation, or by these
Bylaws. 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 3.8 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 of
Directors 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 of Directors. Such action by written consent shall have
the same force and effect as a unanimous vote of such directors.
Section 3.9 Adjourned Meeting and Notice.
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 twenty-four (24) hours, notice of any adjournment
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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 3.10 Fees and Compensation.
Directors and members of committees may receive such
compensation, if any, for their services, and such reimbursement for expenses,
as may be fixed or determined by resolution of the Board of Directors.
Section 3.11 Appointment of Executive and Other 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 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 or in these Bylaws, shall have all the authority of the Board of
Directors, except with respect to:
(a) The approval of any action for which the General Corporation
Law also requires shareholders' approval or approval of the outstanding shares.
(b) The filling of vacancies on the Board of Directors or on any
committee.
(c) The fixing of compensation of the directors for serving on
the Board of Directors or on any committee.
(d) The amendment or repeal of these Bylaws or the adoption of
new Bylaws.
(e) The amendment or repeal of any resolution of the Board of
Directors that by its express terms is not so amendable or repealable.
(f) A distribution to the shareholders of the corporation, except
at a rate, in a periodic amount or within a price range determined by the Board
of Directors.
(g) The appointment of other committees of the Board of Directors
or the members thereof.
The provisions of Sections 3.5 through 3.9 of these Bylaws apply also to
committees of the Board of Directors and action by such committees, mutatis
mutandis (with the necessary changes having been made in the language thereof).
ARTICLE IV
Officers
Section 4.1 Officers.
The officers of the corporation shall consist of the President,
the Secretary and the Treasurer, and each of them shall be appointed by the
Board of Directors. The corporation may also have a Chairman of the Board, one
or more Vice-Presidents, a Controller, one or more Assistant Secretaries and
Assistant Treasurers, and such other officers as may be appointed by the Board
of Directors, or with authorization from the Board of Directors by the
President. The order of the seniority of the Vice Presidents shall be in the
order of their nomination, unless otherwise determined by the Board of
Directors. Any two or more of such offices may be held by the same person. The
Board of Directors shall designate one officer as the chief financial officer of
the corporation. In the absence of such designation, the Treasurer shall be the
chief financial officer. The Board of Directors may appoint, and may empower the
President to appoint,
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such other officers as the business of the corporation may require, each of whom
shall have such authority and perform such duties as are provided in these
Bylaws or as the Board of Directors may from time to time determine.
All officers of the corporation shall hold office from the date
appointed to the date of the next succeeding regular meeting of the Board of
Directors following the meeting of shareholders at which the Board of Directors
is elected, and until their successors are elected; provided that all officers,
as well as any other employee or agent of the corporation, may be removed at any
time at the pleasure of the Board of Directors, or, except in the case of an
officer chosen by the Board of Directors, by any officer upon whom such power of
removal may be conferred by the Board of Directors, and upon the removal,
resignation, death or incapacity of any officer, the Board of Directors or the
President, in cases where he or she has been vested by the Board of Directors
with power to appoint, may declare such office vacant and fill such vacancy.
Nothing in these Bylaws shall be construed as creating any kind of contractual
right to employment with the corporation.
Any officer may resign at any time by giving written notice to
the Board of Directors, the President, or the Secretary of the corporation,
without prejudice, however, to the rights, if any, of the corporation under any
contract to which such officer is a party. Any such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
The salary and other compensation of the officers shall be fixed
from time to time by resolution of or in the manner determined by the Board of
Directors.
Section 4.2 The Chairman of the Board.
The Chairman of the Board (if there be such an officer appointed)
shall, when present, preside at all meetings of the Board of Directors and shall
perform all the duties commonly incident to that office. The Chairman of the
Board shall have authority to execute in the name of the corporation bonds,
contracts, deeds, leases and other written instruments to be executed by the
corporation (except where by law the signature of the President is required),
and shall perform such other duties as the Board of Directors may from time to
time determine.
Section 4.3 The President.
Subject to such supervisory powers, if any, as may be given by
the Board of Directors to the Chairman of the Board, the President shall be the
chief executive officer of the corporation and shall perform all the duties
commonly incident to that office. The President shall have authority to execute
in the name of the corporation bonds, contracts, deeds, leases and other written
instruments to be executed by the corporation. The President shall preside at
all meetings of the shareholders and, in the absence of the Chairman of the
Board or if there is none, at all meetings of the Board of Directors, and shall
perform such other duties as the Board of Directors may from time to time
determine.
Section 4.4 Vice-Presidents.
The Vice-Presidents (if there be such officers appointed), in the
order of their seniority (unless otherwise established by the Board of
Directors), may assume and perform the duties of the President in the absence or
disability of the President or whenever the offices of the Chairman of the Board
and President are vacant. The Vice Presidents shall have such titles, perform
such other duties, and have such other powers as the Board of Directors, the
President or these Bylaws may designate from time to time.
Section 4.5 The Secretary.
The Secretary shall record or cause to be recorded, and shall
keep or cause to be kept, at the principal executive office and such other place
as the Board of Directors may order, a book of minutes of actions taken at all
meetings of directors and committees thereof and of shareholders, with the time
and place of holding, whether regular
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or special, and, if special, how authorized, the notice thereof given, the names
of those present at directors' meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent, a share
register or a duplicate share register in a form capable of being converted into
written form, showing the names of the shareholders and their addresses, the
number and classes of shares held by each, the number and date of certificates
issued for the same, and the number and date of cancellation of every
certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board of Directors and committees
thereof required by these Bylaws or by law to be given, and shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors or by these Bylaws.
The President may direct any Assistant Secretary to assume and
perform the duties of the Secretary in the absence or disability of the
Secretary, and each Assistant Secretary shall perform such other duties and have
such other powers as the Board of Directors or the President may designate from
time to time.
Section 4.6 The Treasurer.
The Treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the corporation. The books of account shall at all reasonable
times be open to inspection by any director.
The Treasurer shall deposit all moneys and other valuables in the
name and to the credit of the corporation with such depositaries as may be
designated by the Board of Directors. The Treasurer shall disburse the funds of
the corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all of the
Treasurer's transactions as Treasurer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or these Bylaws.
The President may direct any Assistant Treasurer to assume and
perform the duties of the Treasurer in the absence or disability of the
Treasurer, and each Assistant Treasurer shall perform such other duties and have
such other powers as the Board of Directors or the President may designate from
time to time.
Section 4.7 The Controller.
The Controller (if there be such an officer appointed) shall be
responsible for the establishment and maintenance of accounting and other
systems required to control and account for the assets of the corporation and
provide safeguards therefor, and to collect information required for management
purposes, and shall perform such other duties and have such other powers as the
Board of Directors or the President may designate from time to time. The
President may direct any Assistant Controller to assume and perform the duties
of the Controller, in the absence or disability of the Controller, and each
Assistant Controller shall perform such other duties and have such other powers
as the Board of Directors, the Chairman of the Board (if there be such an
officer appointed) or the President may designate from time to time.
ARTICLE V
Execution of Corporate Instruments, Ratification,
and Voting of Stocks Owned by the Corporation
Section 5.1 Execution of Corporate Instruments.
In its discretion, the Board of Directors may determine the
method and designate the signatory officer or officers or other person or
persons, to execute any corporate instrument or document, or to sign the
corporate name
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without limitation, except where otherwise provided by law, and such execution
or signature shall be binding upon the corporation.
All checks and drafts drawn on banks or other depositaries on
funds to the credit of the corporation, or in special accounts of the
corporation, shall be signed by such person or persons as the Board of Directors
shall authorize to do so.
The Board of Directors shall designate an officer who personally,
or through his representative, shall vote shares of other corporations standing
in the name of this corporation. The authority to vote shares shall include the
authority to execute a proxy in the name of the corporation for purposes of
voting the shares.
Section 5.2 Ratification by Shareholders.
In its discretion, the Board of Directors may submit any contract
or act for approval or ratification of the shareholders at any annual meeting of
shareholders, or at any special meeting of shareholders called for that purpose;
and any contract or act that shall be approved or ratified by the holders of a
majority of the voting power of the corporation shall be as valid and binding
upon the corporation and upon the shareholders thereof as though approved or
ratified by each and every shareholder of the corporation, unless a greater vote
is required by law for such purpose.
Section 5.3 Voting of Stocks Owned by the Corporation.
All stock of other corporations owned or held by the corporation
for itself, or for other parties in any capacity, shall be voted, and all
proxies with respect thereto shall be executed, by the person authorized to do
so by resolution of the Board of Directors, or in the absence of such
authorization, by the Chairman of the Board (if there be such an officer
appointed), the President or any Vice-President, or by any other person
authorized to do so by the Chairman of the Board, the President or any Vice
President.
ARTICLE VI
Annual and Other Reports
Section 6.1 Reports to Shareholders.
The Board of Directors of the corporation shall cause an annual
report to be sent to the shareholders not later than 120 days after the close of
the fiscal year, and at least fifteen (15) days (or, if sent by third-class
mail, thirty-five (35) days) prior to the annual meeting of shareholders to be
held during the next fiscal year. This report shall contain a balance sheet as
of the end of that fiscal year and an income statement and statement of changes
in financial position for that fiscal year, accompanied by any report thereon of
independent accountants or, if there is no such report, the certificate of an
authorized officer of the corporation that the statements were prepared without
audit from the books and records of the corporation. This report shall also
contain such other matters as required by Section 1501(b) of the General
Corporation Law, unless the corporation is subject to the reporting requirements
of Section 13 of the Securities Exchange Act of 1934, and is not exempted
therefrom under Section 12(g)(2) thereof. As long as the corporation has less
than 100 holders of record of its shares (determined as provided in Section 605
of the General Corporation Law), the foregoing requirement of an annual report
is hereby waived.
If no annual report for the last fiscal year has been sent to
shareholders, the corporation shall, upon the written request of any shareholder
made more than 120 days after the close of such fiscal year, deliver or mail to
the person making the request within thirty (30) days thereafter the financial
statements for such year as required by Section 1501(a) of the General
Corporation Law. A shareholder or shareholders holding at least five percent
(5%) 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 (30) days prior to the date of the request and a balance
sheet of the corporation as of the end of such period
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and, in addition, if no annual report for the last fiscal year has been sent to
shareholders, the annual report for the last fiscal year, unless such report has
been waived under these Bylaws. The statements shall be delivered or mailed to
the person making the request within thirty (30) days thereafter. A copy of any
such statements shall be kept on file in the principal executive office of the
corporation for twelve (12) months, and they shall be exhibited at all
reasonable times to any shareholder demanding an examination of the statements,
or a copy shall be mailed to the shareholder.
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 the financial statements were
prepared without audit from the books and records of the corporation.
Section 6.2 Report of Shareholder Vote.
For a period of sixty (60) days following the conclusion of an
annual, regular, or special meeting of shareholders, the corporation shall, upon
written request from a shareholder, forthwith inform the shareholder of the
result of any particular vote of shareholders taken at the meeting, including
the number of shares voting for, the number of shares voting against, and the
number of shares abstaining or withheld from voting. If the matter voted on was
the election of directors, the corporation shall report the number of shares (or
votes if voted cumulatively) cast for each nominee for director. If more than
one class or series of shares voted, the report shall state the appropriate
numbers by class and series of shares.
Section 6.3 Reports to the Secretary of State.
(a) Every year, during the calendar month in which the original
articles of incorporation were filed with the California Secretary of State, or
during the preceding five calendar months, the corporation shall file a
statement with the Secretary of State on the prescribed form, setting forth the
authorized number of directors; the names and complete business and residence
addresses of all incumbent directors; the names and complete business or
resident addresses of the chief executive officer, the secretary, and the chief
financial officer; the street address of the corporation's principal executive
office or principal business office in this state; a statement of the general
type of business constituting the principal business activity of the
corporation; and a designation of the agent of the corporation for the purpose
of service of process, all in compliance with Section 1502 of the Corporations
Code of California.
(b) Notwithstanding the provisions of paragraph (a) of this
section, if there has been no change in the information contained in the
corporation's last annual statement on file in the Secretary of State's office,
the corporation may, in lieu of filing the annual statement described in
paragraph (a) of this section, advise the Secretary of State, on the appropriate
form, that no changes in the required information have occurred during the
applicable period.
ARTICLE VII
Shares of Stock
Every holder of shares in the corporation shall be entitled to
have a certificate signed in the name of the corporation by the Chairman or Vice
Chairman of the Board (if there be such officers appointed) or the President or
a Vice-President and by the chief financial officer or any 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 of the signatures on
the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has 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 an officer, transfer agent or registrar at the
date of issue.
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Any such certificate shall also contain such legends or other
statements as may be required by Sections 417 and 418 of the General Corporation
Law, the Corporate Securities Law of 1968, federal or other state securities
laws, and any agreement between the corporation and the issue of the
certificate.
Certificates for shares may be issued prior to full payment,
under such restrictions and for such purposes as the Board of Directors or these
Bylaws may provide; provided, however, that the certificate issued to represent
any such partly paid shares shall state on the face thereof the total amount of
the consideration to be paid therefor, the amount remaining unpaid and the terms
of payment.
No new certificate for shares shall be issued in lieu of an old
certificate unless the latter is surrendered and canceled at the same time;
provided, however, that a new certificate will be issued without the surrender
and cancellation of the old certificate if (1) the old certificate is lost,
apparently destroyed or wrongfully taken; (2) the request for the issuance of
the new certificate is made within a reasonable time after the owner of the old
certificate has notice of its loss, destruction, or theft; (3) the request for
the issuance of a new certificate is made prior to the receipt of notice by the
corporation that the old certificate has been acquired by a bona fide purchaser;
(4) the owner of the old certificate files a sufficient indemnity bond with or
provides other adequate security to the corporation; and (5) the owner satisfies
any other reasonable requirement imposed by the corporation. In the event of the
issuance of a new certificate, the rights and liabilities of the corporation,
and of the holders of the old and new certificates, shall be governed by the
provisions of Sections 8104 and 8405 of the California Commercial Code.
ARTICLE VIII
Inspection of Corporate Records
Section 8.1 General Records.
The accounting books and records and the minutes of proceedings
of the shareholders, the Board of Directors and committees thereof of the
corporation and any subsidiary of the 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 reasonable 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. Minutes of proceedings of the shareholders, Board, and committees
thereof shall be kept in written form. Other books and records shall be kept
either in written form or in any other form capable of being converted into
written form.
A shareholder or shareholders holding at least five percent (5%)
in the aggregate of the outstanding voting shares of the corporation or who hold
at least one percent (1%) 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 right to inspect and copy the record of shareholders' names and
addresses and shareholdings during usual business hours upon five (5) business
days' prior written demand upon the corporation or to obtain from the transfer
agent for the corporation, upon written demand and upon the tender of its usual
charges for such list, a list of the shareholders' names and addresses, who are
entitled to vote for the election of directors, and their shareholdings, as of
the most recent record date for which 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 (5) 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 the corporation and its subsidiaries. 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.
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Section 8.2 Inspection of Bylaws.
The corporation shall keep at its principal executive office in
California, or if its principal executive office is not in California, then at
its principal business office in California (or shall otherwise provide upon
written request of any shareholder if it has no such office in California) the
original or a copy of these Bylaws as amended to date, which shall be open to
inspection by the shareholders at all reasonable times during office hours.
ARTICLE IX
Indemnification of
Officers, Directors, Employees and Agents
Section 9.1 Right to Indemnification.
Each person who was or is a party or is threatened to be made a
party to or is involved (as a party, witness, or otherwise), in any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (hereafter a "Proceeding"), by reason of the
fact that he, or a person of whom he is the legal representative, is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the 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 that was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation, including
service with respect to employee benefit plans, whether the basis of the
Proceeding is alleged action in an official capacity as a director, officer,
employee, or agent or in any other capacity while serving as a director,
officer, employee, or agent (hereafter an "Agent"), shall be indemnified and
held harmless by the corporation to the fullest extent authorized by statutory
and decisional law, as the same exists or may hereafter be interpreted or
amended (but, in the case of any such amendment or interpretation, only to the
extent that such amendment or interpretation permits the corporation to provide
broader indemnification rights than were permitted prior thereto) against all
expenses, liability, and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any
interest, assessments, or other charges imposed thereon, and any federal, state,
local, or foreign taxes imposed on any Agent as a result of the actual or deemed
receipt of any payments under this Article) incurred or suffered by such person
in connection with investigating, defending, being a witness in, or
participating in (including on appeal), or preparing for any of the foregoing
in, any Proceeding (hereafter "Expenses"). The right to indemnification
conferred in this Article shall be a contract right. It is the corporation's
intention that these bylaws provide indemnification in excess of that expressly
permitted by Section 317 of the California General Corporation Law, as
authorized by the corporation's Articles of Incorporation.
Section 9.2 Authority to Advance Expenses.
Expenses incurred by an officer or director (acting in his
capacity as such) in defending a Proceeding shall be paid by the corporation in
advance of the final disposition of such Proceeding, provided, however, that if
required by the California General Corporation Law, as amended, such Expenses
shall be advanced only upon delivery to the corporation of an undertaking by or
on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Article or otherwise. Expenses incurred by
other Agents of the corporation (or by the directors or officers not acting in
their capacity as such, including service with respect to employee benefit
plans) may be advanced upon the receipt of a similar undertaking, if required by
law, and upon such other terms and conditions as the Board of Directors deems
appropriate. Any obligation to reimburse the corporation for Expense advances
shall be unsecured and no interest shall be charged thereon.
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Section 9.3 Right of Claimant to Bring Suit.
If a claim under Section 9.1 or 9.2 of these Bylaws is not paid
in full by the corporation within thirty (30) days after a written claim has
been received by the corporation, the claimant may at any time thereafter bring
suit against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense (including attorneys' fees) of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending a Proceeding in advance of its final disposition
where the required undertaking has been tendered to the corporation) that the
claimant has not met the standards of conduct that make it permissible under the
California General Corporation Law for the corporation to indemnify the claimant
for the amount claimed. The burden of proving such a defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper under the circumstances because he has met the applicable
standard of conduct set forth in the California General Corporation Law, nor an
actual determination by the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant had not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that claimant has not met the applicable standard of conduct.
Section 9.4 Provisions Nonexclusive.
The rights conferred on any person by this Article shall not be
exclusive of any other rights that such person may have or hereafter acquire
under any statute, provision of the Articles of Incorporation, agreement, vote
of stockholders or disinterested directors, or otherwise, both as to action in
an official capacity and as to action in another capacity while holding such
office. To the extent that any provision of the Articles, agreement, or vote of
the stockholders or disinterested directors is inconsistent with these bylaws,
the provision, agreement, or vote shall take precedence.
Section 9.5 Authority to Insure.
The corporation may purchase and maintain insurance to protect
itself and any Agent against any Expense asserted against or incurred by such
person, whether or not the corporation would have the power to indemnify the
Agent against such Expense under applicable law or the provisions of this
Article, provided that, in cases where the corporation owns all or a portion of
the shares of the company issuing the insurance policy, the company and/or the
policy must meet one of the two sets of conditions set forth in Section 317 of
the California General Corporation Law, as amended.
Section 9.6 Survival of Rights.
The rights provided by this Article shall continue as to a person
who has ceased to be an Agent and shall inure to the benefit of the heirs,
executors, and administrators of such person.
Section 9.7 Settlement of Claims.
The corporation shall not be liable to indemnify any Agent under
this Article (a) for any amounts paid in settlement of any action or claim
effected without the corporation's written consent, which consent shall not be
unreasonably withheld; or (b) for any judicial award, if the corporation was not
given a reasonable and timely opportunity, at its expense, to participate in the
defense of such action.
Section 9.8 Effect of Amendment.
Any amendment, repeal, or modification of this Article shall not
adversely affect any right or protection of any Agent existing at the time of
such amendment, repeal, or modification.
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Section 9.9 Subrogation.
In the event of payment under this Article, the corporation shall
be subrogated to the extent of such payment to all of the rights of recovery of
the Agent, who shall execute all papers required and shall do everything that
may be necessary to secure such rights, including the execution of such
documents necessary to enable the corporation effectively to bring suit to
enforce such rights.
Section 9.10 No Duplication of Payments.
The corporation shall not be liable under this Article to make
any payment in connection with any claim made against the Agent to the extent
the Agent has otherwise actually received payment (under any insurance policy,
agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.
ARTICLE X
Amendments
Section 10.1 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 10.2 Power of Directors.
Subject to the right of shareholders as provided in Section 10.1
of this Article X to adopt, amend or repeal these Bylaws, these Bylaws (other
than a bylaw or amendment thereof changing the authorized number of directors,
or providing for the approval by the Board, acting alone, of a loan or guarantee
to any officer or an employee benefit plan providing for the same) may be
adopted, amended or repealed by the Board of Directors.
ARTICLE XI
Definitions
Unless the context otherwise requires, the general provisions,
rules of construction and definitions contained in the General Corporation Law
as amended from time to time 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 XII
Corporate Seal
The corporate seal shall consist of a circular die bearing the
name of the corporation, the state in which it was incorporated and the date of
its incorporation. If and when authorized by the Board of Directors, a duplicate
of the corporate seal may be kept and used by such officer or person as the
Board of Directors may designate.
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CERTIFICATE OF SECRETARY
The undersigned, Secretary of Luminex Lighting, Inc., a
California corporation, hereby certifies that the foregoing is a full, true and
correct copy of the Bylaws of the corporation with all amendments to date of
this Certificate.
WITNESS the signature of the undersigned this twenty second day
of January, 1994.
/s/ TASNEEM SIDDIQUI
------------------------------------
Tasneem Siddiqui, Secretary
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