EXHIBIT 3.2
AMENDED AND RESTATED
BYLAWS
OF
CITADEL HOLDING CORPORATION
A Nevada Corporation
AMENDED AND RESTATED
BYLAWS
OF
CITADEL HOLDING CORPORATION
A Nevada Corporation
TABLE OF CONTENTS
Page
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ARTICLE I STOCKHOLDERS..................................................... 1
Section 1 Annual Meeting..................................................... 1
Section 2 Special Meetings................................................... 1
Section 3 Notice of Meetings................................................. 1
Section 4 Place of Meetings.................................................. 2
Section 5 Stockholder Lists.................................................. 2
Section 6 Quorum; Adjourned Meetings......................................... 2
Section 7 Voting............................................................. 2
Section 8 Proxies............................................................ 3
Section 9 Action Without Meeting............................................. 3
Section 10 Certain Limitations................................................ 3
ARTICLE II DIRECTORS........................................................ 3
Section 1 Management of Corporation.......................................... 3
Section 2 Number, Tenure, and Qualifications................................. 3
Section 3 Chairman and Vice Chairman of the Board............................ 4
Section 4 Vacancies; Removal................................................. 4
Section 5 Annual and Regular Meetings........................................ 4
Section 6 First Meeting...................................................... 4
Section 7 Special Meetings................................................... 5
Section 8 Business of Meetings............................................... 5
Section 9 Quorum; Adjourned Meetings......................................... 5
Section 10 Committees......................................................... 5
Section 11 Action Without Meeting; Telephone Meetings......................... 6
Section 12 Special Compensation............................................... 6
ARTICLE III NOTICES.......................................................... 7
Section 1 Notice of Meetings................................................. 7
Section 2 Effect of Irregularly Called Meetings.............................. 7
Section 3 Waiver of Notice...................................................... 7
ARTICLE IV OFFICERS............................................................ 8
Section 1 Election.............................................................. 8
Section 2 Chairman and Vice Chairman of the Board............................... 8
Section 3 President............................................................. 8
Section 4 Vice-President........................................................ 8
Section 5 Secretary............................................................. 8
Section 6 Assistant Secretaries................................................. 9
Section 7 Treasurer............................................................. 9
Section 8 Assistant Treasurers.................................................. 9
Section 9 Compensation.......................................................... 9
Section 10 Removal; Resignation.................................................. 9
ARTICLE V CAPITAL STOCK....................................................... 10
Section 1 Certificates.......................................................... 10
Section 2 Surrendered; Lost or Destroyed Certificates........................... 10
Section 3 Regulations........................................................... 11
Section 4 Record Date........................................................... 11
Section 5 Registered Owner...................................................... 11
ARTICLE VI GENERAL PROVISIONS.................................................. 11
Section 1 Registered Office..................................................... 11
Section 2 Checks; Notes......................................................... 11
Section 3 Fiscal Year........................................................... 12
Section 4 Stock of Other Corporations or Other Interests........................ 12
Section 5 Corporate Seal........................................................ 12
Section 6 Annual Statement...................................................... 12
Section 7 Dividends............................................................. 12
Section 8 Conflicts of Interest................................................. 13
ARTICLE VII INDEMNIFICATION..................................................... 13
Section 1 Indemnification of Officers and Directors, Employees and Agents....... 13
Section 2 Insurance............................................................. 13
Section 3 Further Bylaws........................................................ 14
ARTICLE VIII AMENDMENTS.......................................................... 14
Section 1 Amendments by Stockholders............................................ 14
Section 2 Amendments by Board of Directors...................................... 14
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AMENDED AND RESTAED
BYLAWS/1/
OF
CITADEL HOLDING CORPORATION
A Nevada Corporation
ARTICLE I
STOCKHOLDERS
Section 1 Annual Meeting
Annual meetings of the stockholders, commencing with the year 2000, shall
be held each year within 150 days of the end of the fiscal year on the third
Thursday in May if not a legal holiday, and if a legal holiday, then on the next
secular day following at ten o'clock a.m., or such other date and time as may be
set by the Board of Directors/2/ from time to time and stated in the notice of
the meeting, at which the stockholders shall elect by a plurality vote a Board
of Directors and transact such other business as may properly be brought before
the meeting.
Section 2 Special Meetings
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the Articles of Incorporation, may be
called by the Chairman or Vice Chairman of the Board or the President, and shall
be called by the Chairman, Vice Chairman or President at the written request of
a majority of the Board of Directors or at the written request of stockholders
owning outstanding shares representing a majority of the voting power of the
Corporation. Such request shall state the purpose or purposes of such meeting.
Section 3 Notice of Meetings
Written notice of stockholders meetings, stating the place, date and hour
thereof, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given to each stockholder entitled to vote
thereat at least ten days but not more than sixty days before the date of the
meeting, unless a different period is prescribed by statute. Business
transacted any special meeting of the stockholders shall be limited to the
purpose or purposes stated in the notice.
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/1/ These Amended and Restated Bylaws are hereinafter referred to as the Bylaws.
/2/ The "Board" and "Board of Directors" are hereinafter used in reference to
the Board of Directors of Citadel Holding Corporation.
Section 4 Place of Meetings
All annual meetings of the stockholders shall be held in the County of Los
Angeles, State of California, at such place as may be fixed from time to time by
the Board of Directors, or at such other place within or without the State of
Nevada as the directors shall determine. Special meetings of the stockholders
may be held at such time and place within or without the State of Nevada as
shall be stated in the notice of the meeting, or in a duly executed waiver of
notice thereof. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 5 Stockholder Lists
The officer who has charge of the stock ledger of the Corporation shall
prepare and make, not less than ten nor more than sixty days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any proper
purpose germane to the meeting, during ordinary business hours for a period not
less than ten days prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 6 Quorum; Adjourned Meetings
The holders of a majority of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the Articles of Incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have the power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally noticed. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
Section 7 Voting
Except as otherwise provided by statute or the Articles of Incorporation or
these Bylaws, and except for the election of directors, at any meeting duly
called and held at which a quorum is present, a majority of the votes cast at
such meeting upon a given matter by the holders of outstanding shares of stock
of all classes of stock of the Corporation entitled to vote thereon who are
present in person or by proxy shall decide such matter. At any meeting duly
called and held for the election of directors at which a quorum is present,
directors shall be elected by a plurality
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of the votes cast by the holders (acting as such) of shares of stock of the
Corporation entitled to elect such directors.
Section 8 Proxies
At any meeting of the stockholders any stockholder may be represented and
vote by a proxy or proxies appointed by an instrument in writing. In the event
that any such instrument in writing shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting, or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by such written instrument upon all of the persons so designated
unless the instrument shall otherwise provide. No proxy, proxy revocation or
power of attorney to vote shall be used at a meeting of the stockholders unless
it shall have been filed with the secretary of the meeting; provided, however,
nothing contained herein shall prevent any stockholder from attending any
meeting and voting in person. All questions regarding the qualification of
voters, the validity of proxies and the acceptance or rejection of votes shall
be decided by the inspectors of election who shall be appointed by the Board of
Directors, or if not so appointed, then by the presiding officer of the meeting.
Section 9 Action Without Meeting
Any action which may be taken by the vote of the stockholders at a meeting
may be taken without a meeting if authorized by the written consent of
stockholders holding at least a majority of the voting power, unless the
provisions of the statutes governing the Corporation or of the Articles of
Incorporation require a different proportion of voting power to authorize such
action in which case such proportion of written consents shall be required.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.
Section 10 Certain Limitations
The Board of Directors shall not, without the prior approval of the
stockholders, adopt any procedures, rules or requirements which restrict a
stockholders right to (i) vote, whether in person, by proxy or by written
consent; (ii) elect, nominate or remove directors; (iii) call a special meeting;
or (iv) to bring new business before the stockholders, except as may be required
by applicable law.
ARTICLE II
DIRECTORS
Section 1 Management of Corporation
The business of the Corporation shall be managed by its Board of Directors,
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Articles of Incorporation or by
these Bylaws directed or required to be exercised or done by the stockholders.
3
Section 2 Number, Tenure, and Qualifications
The number of directors, which shall constitute the whole board, shall be
five. The number of directors may from time to time be increased or decreased
to not less than one nor more than ten by action of the Board of Directors. The
directors shall be elected by the holders of shares entitled to vote thereon at
the annual meeting of the stockholders and, except as provided in Section 4 of
this Article, each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
Section 3 Chairman and Vice Chairman of the Board
The directors may elect one of their members to be Chairman of the Board of
Directors and one of their members to be Vice Chairman of the Board of
Directors. The Chairman and Vice Chairman shall be subject to the control of and
may be removed by the Board of Directors. The Chairman and Vice Chairman shall
perform such duties as may from time to time be assigned to them by the Board of
Directors.
Section 4 Vacancies; Removal
Vacancies in the Board of Directors, including those caused by an increase
in the number of directors, 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 or a special meeting of the stockholders. The holders of no less than
two-thirds of the outstanding shares of stock entitled to vote may at any time
peremptorily terminate the term of office of all or any of the directors by vote
at a meeting called for such purpose or by written consent filed with the
Secretary or, in his absence, with any other officer. Such removal shall be
effective immediately, even if successors are not elected simultaneously.
A vacancy or vacancies in the Board of Directors shall be deemed to exist
in case of the death, resignation or removal of any directors, or if the
authorized number of directors be increased, or if the stockholders fail at any
annual or special meeting of stockholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting.
If the Board of Directors accepts the resignation of a director tendered to
take effect at a future time, the Board or the stockholders shall have power to
elect a successor to take office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
Section 5 Annual and Regular Meetings
Annual and regular meetings of the Board of Directors shall be held at any
place within or without the State of Nevada that has been designated from time
to time by resolution of the Board of Directors or by written consent of all
members of the Board of Directors. In the absence of such designation, annual
and regular meetings shall be held at the registered office of the Corporation.
Regular meetings of the Board of Directors may be held without call or notice
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at such time and at such place as shall from time to time be fixed and
determined by the Board of Directors.
Section 6 First Meeting
The first meeting of each newly elected Board of Directors shall be held at
such time and place as shall be fixed by the vote of the stockholders at the
annual meeting and no notice of such meeting shall be necessary to the directors
in order legally to constitute the meeting, provided a quorum is present. In
the event of the failure of the stockholders to fix the time and place of such
first meeting, or in the event such meeting is not so held, the meeting may be
held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors, or as shall
be specified in a written waiver signed by all of the directors.
Section 7 Special Meetings
Special meetings of the Board of Directors may be called by the Chairman
or Vice Chairman of the Board or the President upon notice to each director,
either personally or by mail or by telegram. Upon the written request of a
majority of the directors, the Chairman or Vice Chairman of the Board or the
President shall call a special meeting of the Board to be held within two days
of the receipt of such request and shall provide notice thereof to each
director, either personally or by mail or by telegram.
Section 8 Business of Meetings
The transactions of any meeting of the Board of Directors, however called
and noticed or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum be present, and if, either
before or after the meeting, each of the directors not present signs a written
waiver of notice, or a consent to holding such 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 9 Quorum; Adjourned Meetings
A majority of the authorized number of directors shall constitute a quorum
for the transaction of business, except to adjourn as hereinafter provided.
Every act or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present shall be regarded as the act of
the Board of Directors, unless a greater number is required by law or by the
Articles of Incorporation. Any action of a majority, although not at a
regularly called meeting, and the record thereof, if assented to in writing by
all of the other members of the Board shall be as valid and effective in all
respects as if passed by the Board of Directors in a regular meeting.
A quorum of the directors may adjourn any directors meeting to meet again
at a stated day and hour; provided, however, that in the absence of a quorum, a
majority of the directors present at any directors' meeting, either regular or
special, may adjourn from time to time, without notice other than announcement
at the meeting, until a quorum is present.
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Notice of the time and place of holding an adjourned meeting need not be
given to the absent directors if the time and place are fixed at the meeting
adjourned.
Section 10 Committees
The Board of Directors may, by resolution adopted by a majority of the
whole Board, designate one or more committees of the Board of Directors, each
committee to consist of at least one or more directors of the Corporation which,
to the extent provided in the resolution, shall have and may exercise the power
of the Board of Directors in the management of the business and affairs of the
Corporation and may have power to authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power to amend the Articles of Incorporation, to adopt an agreement or plan of
merger or consolidation, to recommend to the stockholders a sale, lease or
exchange of all or substantially all of the Corporation's assets, to recommend
to the stockholders dissolution or revocation of dissolution, or to amend these
Bylaws, and, unless the resolution or the Articles of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock. Such committee or committees
shall have such name or names as may be determined from time to time by the
Board of Directors. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. The members of any such committee present at any
meeting and not disqualified from voting may, whether or not they constitute a
quorum, unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any absent or disqualified member. At meetings of
such committees, a majority of the members or alternate members shall constitute
a quorum for the transaction of business, and the act of a majority of the
members or alternate members at any meeting at which there is a quorum shall be
the act of the committee.
The committees, if required by the Board, shall keep regular minutes of
their proceedings and report the same to the Board of Directors.
Section 11 Action Without Meeting; Telephone Meetings
Any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if a
written consent thereto is signed by all members of the Board of Directors or of
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.
Nothing contained in these Bylaws shall be deemed to restrict the powers of
members of the Board of Directors, or any committee thereof, to participate in a
meeting of the Board or committee by means of telephone conference or similar
communications equipment whereby all persons participating in the meeting can
hear each other.
Section 12 Special Compensation
The directors may be paid their expenses of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director as fixed by the
Board of Directors. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation
6
therefor. Members of committees may be allowed like reimbursement and
compensation for attending committee meetings.
ARTICLE III
NOTICES
Section 1 Notice of Meetings
Whenever, under the provisions of the Articles of Incorporation or
applicable law or these Bylaws, notice is required to be given to any director
or stockholder, it shall not be construed to mean personal notice, but such
notice may be given in writing, by mail, addressed to such director or
stockholders, at his address as it appears on the records of the Corporation,
postage prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Notice to directors may
also be given by telegram.
Notices of meetings of stockholders shall be in writing and signed by the
President or a Vice-President or the Secretary or an Assistant Secretary or by
such other person or persons as the directors shall designate. Such notice
shall state the purpose or purposes for which the meeting is called and the time
and the place, which may be within or without this State, where it is to be
held. Personal delivery of any notice to any officer of a corporation or
association, or to any member of a partnership, shall constitute delivery of
such notice to such corporation, association or partnership. In the event of
the transfer of stock after delivery of such notice of and prior to the holding
of the meeting it shall not be necessary to deliver or mail notice of the
meeting to the transferee.
Section 2 Effect of Irregularly Called Meetings
Whenever all parties entitled to vote at any meeting, whether of directors
or stockholders, consent, either by a writing on the records of the meeting or
filed with the secretary, or by presence at such meeting and oral consent
entered on the minutes, or by taking part in the deliberations at such meeting
without objection, the doings of such meeting shall be as valid as if had at a
meeting regularly called and noticed, and at such meeting any business may be
transacted which is not excepted from the written consent or to the
consideration of which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or of such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meeting; and such consent or approval of stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.
Section 3 Waiver of Notice
Whenever any notice whatever is required to be given under the provisions
of the statutes, the Articles of Incorporation or these Bylaws, a waiver thereof
in writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
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ARTICLE IV
OFFICERS
Section 1 Election
The officers of the Corporation shall be elected annually at the first
meeting by the Board of Directors held after each annual meeting of the
stockholders and shall be a President, one or more Vice Presidents, a Treasurer
and a Secretary, and such other officers with such titles and duties as the
Board of Directors may determine, none of whom need be directors. The President
shall be the Chief Executive Officer, unless the Board designates the Chairman
of the Board as Chief Executive Officer. Any person may hold one or more
offices and each officer shall hold office until his successor shall have been
duly elected and qualified or until his death or until he shall resign or is
removed in the manner as hereinafter provided for such term as may be prescribed
by the Board of Directors from time to time.
Section 2 Chairman and Vice Chairman of the Board
The Board of Directors at its first annual meeting after each annual
meeting of the stockholders may choose a Chairman and Vice Chairman of the Board
from among the directors of the Corporation. The Chairman of the Board, and in
his absence the Vice Chairman, shall preside at meetings of the stockholders and
the Board of Directors and shall see that all orders and resolutions of the
Board of Directors are carried into effect.
Section 3 President
The President shall be the chief operating officer of the Corporation,
shall also be a director and shall have active management of the business of the
Corporation. The President shall execute on behalf of the Corporation all
instruments requiring such execution except to the extent the signing and
execution thereof shall be expressly designated by the Board of Directors to
some other officer or agent of the Corporation.
Section 4 Vice-President
The Vice-President shall act under the direction of the President and in
the absence or disability of the President shall perform the duties and exercise
the powers of the President. The Vice-President shall perform such other duties
and have such other powers as the President or the Board of Directors may from
time to time prescribe. The Board of Directors may designate one or more
Executive Vice-Presidents or may otherwise specify the order of seniority of the
Vice-Presidents. The duties and powers of the President shall descend to the
Vice-Presidents in such specified order of seniority.
Section 5 Secretary
The Secretary shall act under the direction of the President. Subject to
the direction of the President, the Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record the
proceedings. The Secretary shall perform like duties for the standing
committees when required. The Secretary shall give, or cause to be given,
notice of all meetings
8
of the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the President or the Board of
Directors.
Section 6 Assistant Secretaries
The Assistant Secretaries shall act under the direction of the President.
In order of their seniority, unless otherwise determined by the President or the
Board of Directors, they shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary. They shall perform
such other duties and have such other powers as the President or the Board of
Directors may from time to time prescribe.
Section 7 Treasurer
The Treasurer shall act under the direction of the President. Subject to
the direction of the President, the Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the President or the Board of Directors, taking proper vouchers for
such disbursements, and shall render to the President and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all transactions as Treasurer and of the financial condition of
the Corporation.
If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such person's office and for the restoration to the Corporation, in
case of such person's death, resignation, retirement or removal from office, of
all books, papers, vouchers, money and other property of whatever kind in such
person's possession or under such person's control belonging to the Corporation.
Section 8 Assistant Treasurers
The Assistant Treasurers in the order of their seniority, unless otherwise
determined by the President or the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer. They shall perform such other duties and have such other powers as
the President or the Board of Directors may from time to time prescribe.
Section 9 Compensation
The Board of Directors shall fix the salaries and compensation of all
officers of the Corporation.
Section 10 Removal; Resignation
The officers of the Corporation shall hold office at the pleasure of the
Board of Directors. Any officer elected or appointed by the Board of Directors,
or any member of a committee, may
9
be removed at any time, with or without cause, by the Board of Directors by a
vote of not less than a majority of the entire Board at any meeting thereof or
by written consent. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise shall be filled by the Board of
Directors for the unexpired portion of the term.
Any director or officer of the Corporation, or any member of any committee,
may resign at any time by giving written notice to the Board of Directors, the
Chairman of the Board, the President, or the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
is not specified, then upon receipt thereof. The acceptance of such resignation
shall not be necessary to make it effective.
ARTICLE V
CAPITAL STOCK
Section 1 Certificates
Every stockholder shall be entitled to have a certificate signed by the
Chairman or Vice Chairman of the Board of Directors, the President or a Vice-
President and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
such person in the Corporation. If the Corporation shall be authorized to issue
more than one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other special
rights of the various classes of stock or series thereof and the qualifications,
limitations or restrictions of such rights, shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such stock; provided, however, that except as otherwise
provided in NRS 78.242, in lieu of the forgoing requirements, there may be set
forth on the face or back of the certificate which the Corporation shall issue
to represent such class or series of stock, a statement that the Corporation
will furnish without charge to each stockholder who so requests, the
designations, preferences and relative, participating, optional or other special
rights of the various classes or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
If a certificate is signed (1) by a transfer agent other than the
Corporation or its employees or (2) by a registrar other than the Corporation or
its employees, the signatures of the officers of the Corporation may be
facsimiles. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall cease to be such officer before such
certificate is issued, such certificate may be issued with the same effect as
though the person had not ceased to be such officer. The seal of the
Corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.
Section 2 Surrendered; Lost or Destroyed Certificates
The Board of Directors or any transfer agent of the Corporation may direct
a new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue
of a new certificate or certificates, the Board of Directors (or any transfer
agent of the
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Corporation authorized to do so by a resolution of the Board of Directors) may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate or certificates, or the owner's
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
Section 3 Regulations
The Board of Directors shall have the power and authority to make all such
rules and regulations and procedures as it may deem expedient concerning the
issue, transfer, registration, cancellation and replacement of certificates
representing stock of the Corporation.
Section 4 Record Date
The Board of Directors may fix in advance a date not exceeding sixty days
nor less than ten days preceding the date of any meeting of stockholders, or the
date for the payment of any distribution, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining the consent of
stockholders for any purpose, as a record date for the determination of the
stockholders entitled to notice of and to vote at any such meeting, and any
adjournment thereof, or entitled to receive payment of any such distribution, or
to give such consent, and in such case, such stockholders, and only such
stockholders as shall be stockholders of record on the date so fixed, shall be
entitled to notice of and to vote at such meeting, or any adjournment thereof,
or to receive payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
Section 5 Registered Owner
The Corporation shall be entitled to recognize the person registered on its
books as the owner of shares to be the exclusive owner for all purposes
including voting and distribution, and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VI
GENERAL PROVISIONS
Section 1 Registered Office
The registered office of the Corporation shall be in the County of Clark,
State of Nevada. The principal office of the Corporation shall be located in
the County of Los Angeles, State of California.
The Corporation may also have offices at such other places both within and
without the State of Nevada as the Board of Directors may from time to time
determine or the business of the Corporation may require.
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Section 2 Checks; Notes
All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.
Section 3 Fiscal Year
The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.
Section 4 Stock of Other Corporations or Other Interests
Unless otherwise ordered by the Board of Directors, the President, the
Secretary, and such other attorneys or agents of the Corporation as may be from
time to time authorized by the Board of Directors or the President, shall have
full power and authority on behalf of the Corporation to attend and to act an
vote in person or by proxy at any meeting of the holders of securities of any
corporation or other entity in which the Corporation may own or hold shares or
other securities, and at such meetings shall possess and may exercise all the
rights and powers incident to the ownership of such shares or other securities
which the Corporation, as the owner or holder thereof, might have possessed and
exercised if present. The President, the Secretary or other such attorneys or
agents may also execute and deliver on behalf of the Corporation, powers of
attorney, proxies, consents, waivers and other instruments relating to the
shares or securities owned or held by the Corporation.
Section 5 Corporate Seal
The corporation will have a corporate seal, as may from time to time be
determined by resolution of the Board of Directors. If a corporate seal is
adopted, it shall have inscribed thereon the name of the corporation and the
words "Corporate Seal" and "Nevada." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.
Section 6 Annual Statement
The Board of Directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by a vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.
Section 7 Dividends
Dividends upon the capital stock of the Corporation, subject to the provision
of the Articles of Incorporation, if any, may be declared by the Board of
Directors at any regular or special meeting pursuant to law. Dividends may be
paid in cash, in property, or in shares of the capital stock of the Corporation,
subject to the provisions of the Articles of Incorporation.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the directors from time
to time, in their absolute and sole discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property or the Corporation, or for such
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other purpose or purposes as the directors believe to be in the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 8 Conflicts of Interest
In the event of any proposed transaction which would result in the merger of
the Corporation with or into any other company or entity, or the sale, dividend,
spin-off or transfer of all or substantially all of the assets of the
Corporation, whether in one or more related transactions (a "Covered
Transaction"), such Covered Transaction shall require the approval of a two-
thirds majority of the Board of Directors after a review and written report of
the terms and fairness of such transaction have been conducted and prepared by a
special committee of the Board appointed to conduct such review. Such special
committee shall consist of not less than two directors and shall be composed
entirely of directors who are neither employees, directors, officers, agents or
appointees or representatives of any company or entity affiliated with any party
to the Covered Transaction, other than the Corporation. Such special committee
is authorized to retain such professional advisors, including investment
bankers, attorneys, and accountants as it may determine, in its sole discretion,
to be appropriate under the circumstances.
ARTICLE VII
INDEMNIFICATION
Section 1 Indemnification of Officers and Directors, Employees and Agents
Every person who was or is a party or is threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person or a
person of whom that person 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 or for its benefit as a director, officer, employee
or agent of another corporation, or as its representative in a partnership,
joint venture, trust or other enterprise, shall be indemnified and held harmless
to the fullest extent legally permissible under the NRS from time to time
against all expenses, liability and loss (including attorneys' fees, judgments,
fines and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith. The expenses of officers,
directors, employee or agents incurred in defending a civil or criminal action,
suit or proceeding must be paid by the Corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that such person is not entitled to be indemnified by the
Corporation. Such right of indemnification shall be a contract right, which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such directors, officers,
employees or agents may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article VII.
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Section 2 Insurance
The Board of Directors may cause the Corporation to purchase and maintain
insurance on behalf of any person who 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 corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the Corporation would
have the power to indemnify such person.
Section 3 Further Bylaws
The Board of Directors may from time to time adopt further Bylaws with
respect to indemnification and may amend these and such Bylaws to provide at all
times the fullest indemnification permitted by the laws of the State of Nevada.
ARTICLE VIII
AMENDMENTS
Section 1 Amendments by Stockholders
The Bylaws may be amended by the stockholders at any annual or special
meeting of the stockholders by a majority vote, provided notice of intention to
amend or repeal shall have been contained in the notice of such meeting.
Section 2 Amendments by Board of Directors
The Board of Directors at any regular or special meeting by a majority vote
may amend these Bylaws, including Bylaws adopted by the stockholders, but the
stockholders may from time to time specify particular provisions of the Bylaws,
which shall not be amended by the Board of Directors.
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CERTIFICATE OF SECRETARY
I, the Undersigned, hereby certify that I am the duly elected and qualified
Secretary of Citadel Holding Corporation, a Nevada corporation (the "Company"),
and that the foregoing Bylaws, consisting of 17 pages (including cover page and
table of contents), constitute the code of Amended and Restated Bylaws of the
Company as duly adopted by the unanimous written consent of the Board of
Directors as of November 19, 1999.
In Witness Whereof, I have hereunto subscribed my name this day of
1999.
________________________________________________
, Secretary