Exhibit 3.2
BYLAWS OF
SAN JOAQUIN BANCORP
ARTICLE I
CORPORATE OFFICES
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1.1 Principal Office.
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The Board of Directors shall fix the location of the principal executive
office of this Corporation at any place which is within Kern County, State of
California.
1.2 Other Offices.
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The Board of Directors may at any time establish branch offices at any
place or places where the Corporation is qualified to do business.
ARTICLE II
MEETINGS OF SHAREHOLDERS
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2.1 Place of Meetings.
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Meetings of shareholders shall be held at any place within or outside Kern
County, but within the State of California, designated by the Board of
Directors. In the absence of any such designation, shareholders' meetings shall
be held at the principal executive office of this Corporation.
2.2 Annual Meetings.
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The annual meeting of the shareholders shall be held each year on a date
and at a time designated by the Board of Directors. The date designated shall be
within five (5) months after the end of this Corporation's fiscal year and
within fifteen (15) months after the last annual meeting.
2.3 Special Meetings.
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A special meeting of the shareholders may be called at any time by the
Board of Directors, or by the Chairman of the Board, or by the President, or by
one or more shareholders holding shares in the aggregate entitled to cast no
less than 10% of the votes at the meeting. If a special meeting is called by any
person or persons other than the Board of Directors, the request shall be in
writing, specifying the time of the meeting and the general nature of the
business proposed to be transacted. The request shall be delivered personally or
sent by registered mail or by telegraphic or other facsimile transmission to one
or more of the Chairman of the Board, the President or the Secretary of this
Corporation. The officer receiving the request shall cause notice to be given
promptly to the shareholders entitled to vote, in accordance with the provisions
of sections 2.4 and 2.5 of these Bylaws, that a meeting will be held at the time
requested by the person or persons calling the meeting not less than 30 nor more
than 60 days after the receipt of the request. If the notice is not given within
20 days after receipt of the request, the person or persons requesting the
meeting may give the notice. Nothing contained in this section shall be
construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the Board of Directors may be held.
2.4 Notice of Shareholders' Meetings.
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All notices of meetings of shareholders shall be sent or otherwise given
in accordance with section 2.5 of these Bylaws not less than 10 nor more than 60
days before the date and hour of the meeting. The notice shall specify the
place, date and time of the meeting and (i) in the case of a special meeting,
the general nature of the business to be transacted, or (ii) in the case of the
annual meeting, those matters which the Board of Directors, at the time of
giving the notice, intends to present for action by the shareholders. The notice
of any meeting at which directors are to be elected shall include the name of
any nominee or nominees whom, at the time of the notice, management intends to
present for election. If action is proposed to be taken at any meeting for
approval of (i) a contract or transaction in which a director has direct or
indirect financial interest, pursuant to section 310 of the California
Corporations Code (the "Code"), (ii) an amendment of the Articles of
Incorporation of this Corporation, pursuant to section 902 of the Code, (iii) a
reorganization of this Corporation, pursuant to section 1201 of the Code, (iv) a
voluntary dissolution of this Corporation, pursuant to section 1900 of the Code,
or (v) a distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, pursuant to section 2007 of the Code, the notice
shall also state the general nature of that proposal.
2.5 Manner of Giving Notice
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Notice of any meeting of shareholders shall be given either personally or
by first-class mail or telegraphic or other written or electronic communication,
charges prepaid, addressed to the shareholder at the address of that shareholder
appearing on the books of this Corporation or given by the shareholder to the
Corporation for the purpose of notice. If no such address appears on the
Corporation's books or is given, notice shall be deemed to have been given if
sent to that shareholder by first-class mail or telegraphic or other written
communication to the Corporation's principal executive office, or if published
at least once in a newspaper of general circulation in the county where that
office is located. Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by telegram or other means
of written or electronic communication. If any notice addressed to a shareholder
at the address of that shareholder appearing on the books of this Corporation is
returned to the Corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to deliver the notice
to the shareholder at that address, all future notices or reports shall be
deemed to have been duly given without further mailing if these shall be
available to the shareholder on written demand of the shareholder at the
principal executive office of this Corporation for a period of one year from the
date of the giving of the notice or report.
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2.6 Affidavit of Notice.
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An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be executed by the Secretary, assistant secretary,
or any transfer agent of this Corporation giving the notice, and shall be filed
and maintained in the records of this Corporation.
2.7 Agendas for Annual Meetings of Shareholders.
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At any annual meeting of shareholders only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (i) specified in the notice
of meeting (or any supplement thereto) given by, or at the direction of, the
Board of Directors, (ii) otherwise properly brought before the meeting by, or at
the direction of, the chairman of the meeting, or (iii) otherwise properly
brought before the meeting by a shareholder entitled to vote at such meeting.
For business to be properly brought before a meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the Secretary of
the Corporation and must have been a shareholder of record at the time such
notice is given. To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the first anniversary date of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is advanced by more than 20 days, or delayed by
more than 60 days, from such anniversary date, notice by the shareholder to be
timely must be so delivered or mailed and received not earlier than 90 days
prior to such annual meeting and not later than the close of business on the
later of the 60 days prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made. Such
shareholder's notice to the Secretary shall set forth (i) as to each matter the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, and (ii) as to the shareholder giving the notice
(a) the name and record address of the shareholder, (b) the class and the number
of shares of capital stock of the Corporation which are beneficially owned by
the shareholder and (c) any material interest of the shareholder in such
business. No business shall be conducted at an annual meeting of shareholders
unless proposed in accordance with the procedures set forth herein. The chairman
of the meeting shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting in accordance with the
foregoing procedure and such business shall not be transacted. To the extent
this section 2.7 shall be deemed by the Board of Directors or the United States
Securities and Exchange Commission or any applicable bank regulatory authority,
or finally adjudged by a court of competent jurisdiction, to be inconsistent
with the right of shareholders to request inclusion of a proposal in the
Corporation's proxy statement pursuant to Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, as amended, such rule shall prevail.
2.8 Quorum.
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The presence in person or by proxy of the holders of a majority of the
shares entitled to vote at any meeting of shareholders shall constitute a quorum
for the transaction of business. The shareholders present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken, other than adjournment, is approved by at
least a majority of the shares required to constitute a quorum.
2.9 Adjourned Meeting.
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Any shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of the
shares represented at that meeting, either in person or by proxy, but in the
absence of a quorum, no other business may be transacted at that meeting, except
as provided in section 2.8 of these Bylaws. When any meeting of shareholders,
either annual or special, is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place are announced at a
meeting at which the adjournment is taken, unless a new record date for the
adjourned meeting is fixed, or unless the adjournment is for more than 45 days
from the date set for the original meeting, in which case the Board of Directors
shall set a new record date. Notice of any such adjourned meeting shall be given
to each shareholder of record entitled to vote at the adjourned meeting in
accordance with the provisions of sections 2.4 and 2.5 of these Bylaws. At any
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting.
2.10 Voting Generally.
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The shareholders entitled to vote at any meeting shall be determined in
accordance with the provisions of section 2.15 of these Bylaws subject to the
provisions of sections 702 to 704, inclusive, of the Code, which relate to
voting shares held by a fiduciary, in the name of a corporation, or in joint
ownership or subject to a voting trust. In the discretion of the chairman of the
meeting, the shareholders vote may be by voice vote or by ballot; provided,
however, that any election for directors must be by ballot if demanded by any
shareholder of record before the voting has begun. On any matter other than
elections of directors, any shareholder may vote part of the shares in favor of
the proposal and refrain from voting the remaining shares or vote them against
the proposal, but, if the shareholder fails to specify the number of shares
which the shareholder is voting affirmatively, it will be conclusively presumed
that the shareholder's approving vote is with respect to all shares that the
shareholder is entitled to vote. If a quorum is present, the affirmative vote of
the majority of the shares represented at the meeting and entitled to vote on
any manner, other than the election of directors, shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by Code or by the Articles of Incorporation.
2.11 Cumulative Voting for Directors.
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Subject to the Articles of Incorporation, at a shareholders' meeting at
which directors are to be elected, no shareholder shall be entitled to cumulate
votes, that is, to cast for any one or more candidates a number of votes greater
than the number of the shareholder's shares, unless the candidates' names have
been placed in nomination prior to commencement of the voting and a shareholder
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has given notice prior to commencement of the voting of the shareholder's
intention to cumulate votes. If any shareholder has given such a notice, then
every shareholder entitled to vote may cumulate votes for candidates in
nomination and give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which that
shareholder's shares are entitled, or distribute the shareholder's votes on the
same principle among all of the candidates, as the shareholder thinks fit. The
candidates receiving the highest number of votes, up to the number of directors
to be elected, shall be elected.
2.12 Waiver of Notice or Consent by Absent Shareholders.
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The transactions of any meeting of shareholders, either annual or special,
however called and noticed, and wherever held, shall be as valid as though had
at a meeting duly held after regular call and notice, if a quorum be present
either in person or by proxy, and if, either before or after the meeting, each
person entitled to vote, who was not present in person or by proxy, signs a
written waiver of notice or a consent to a holding of the meeting, or an
approval of the minutes. The waiver of notice or consent need not specify either
the business to be transacted or the purpose of any annual or special meeting of
shareholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in the last sentence of section 2.4
of these Bylaws, the waiver or consent shall state the general nature of the
proposal. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. Attendance by a
person at a meeting shall also constitute a waiver of notice of that meeting,
except when the person objects, at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened, and except that attendance at a meeting is not a waiver of any right
to object to the consideration of matters not included in the notice of the
meeting if that objection is expressly made at the meeting.
2.13 Shareholder Action by Written Consent without a Meeting.
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Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at which all
shares entitled to vote on that action were present and voted, provided that the
Board of Directors of this Corporation, by resolution, shall have previously
approved any such action. In the case of election of directors, a consent
otherwise conforming to the requirements of the preceding sentence shall be
effective only if signed by the holders of all outstanding shares entitled to
vote for the election of directors; provided, however, that a director may be
elected at any time to fill a vacancy on the Board of Directors that has not
been filled by the directors and that was not created by the removal of a
director by the written consent of the holders of a majority of the outstanding
shares entitled to vote for the election of directors. All such consents shall
be filed with the Secretary of this Corporation and shall be maintained in the
corporate records. Any shareholder giving a written consent, or the
shareholder's proxy holders, or a transferee of the shares or a personal
representative of the shareholder or their respective proxy holders, may revoke
the consent by a writing received by the Secretary of this Corporation before
written consents of the number of shares required to authorize the proposed
action have been filed with the Secretary.
2.14 Notice of Action Taken by Written Consent Without a Meeting.
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If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the Secretary of this Corporation
shall give prompt notice of the corporate action approved by the shareholders
without a meeting. This notice shall be given in the manner specified in section
2.5 of these Bylaws. In the case of approval of (i) contracts or transactions in
which a director has a direct or indirect financial interest, pursuant to
section 310 of the Code, (ii) indemnification of agents of this Corporation,
pursuant to section 317 of the Code, (iii) a reorganization of this Corporation,
pursuant to section 1201 of the Code, and (iv) a distribution in dissolution
other than in accordance with the rights of outstanding preferred shares,
pursuant to section 2007 of the Code, the notice shall be given at least 10 days
before the consummation of any action authorized by that approval.
2.15 Record Dates for Shareholder Notice, Voting, and Giving Consents.
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For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to corporate action without a
meeting, the Board of Directors may fix, in advance, a record date, which shall
be not more than 60 days, nor less than 10 days, before the date of any such
meeting nor more than 60 days before any such action without a meeting, and in
this event only shareholders of record on the date so fixed are entitled to
notice and to vote or to give consents, as the case may be, notwithstanding any
transfer of any shares on the books of this Corporation after the record date,
except as otherwise provided in the Articles of Incorporation or in the Code. If
the Board of Directors does not fix a record date:
(a) 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.
(b) The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, (i)
when no prior action by the Board of Directors has been taken,
shall be the day on which the first written consent is given, or
(ii) whey prior action of the Board of Directors has been taken,
shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating to that action, or
the 60th day before the date of such other action, whichever is
later.
2.16 Proxies.
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Every person entitled to vote for directors or on any other matter shall
have the right to do so either in person or by one or more agents authorized by
a written proxy signed by the person and filed with the Secretary of this
Corporation. A proxy shall be deemed signed if the shareholder's name is placed
on the proxy, whether by manual signature, typewriting, telegraphic
transmission, or otherwise, by the shareholder or the shareholder's attorney in
fact. A validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless (i) revoked by the person executing it,
before the vote pursuant to that proxy, by a writing delivered to the
Corporation stating that the proxy is revoked, or by a subsequent proxy executed
by, or attendance at the meeting and voting in person by, the person executing
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the proxy; or (ii) written notice of the death or incapacity of the maker of
that proxy is received by the Corporation before the vote pursuant to that proxy
is counted; provided, however that no proxy shall be valid after the expiration
of 11 months from the date of the proxy, unless otherwise provided in the proxy.
The revocability of a proxy that states on its face that it is irrevocable shall
be governed by the provisions of sections 705(e) and 705(f) of the Code.
2.17 Inspectors of Election.
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Before any meeting of shareholders, the Board of Directors may appoint
inspectors of election to act at the meeting or any adjournment. If no
inspectors of election are so appointed, the chairman of the meeting may, and on
the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one or three. If inspectors are appointed at a meeting on the request of one or
more shareholders or proxies, the holders of a majority of shares or their
proxies present at the meeting shall determine whether one or three inspectors
are to be appointed. If any person appointed as inspector fails to appear or
fails or refuses to act, the chairman of the meeting may, and upon the request
of any shareholder or a shareholder's proxy shall, appoint a person to fill that
vacancy. These inspectors shall:
(a) Determine the number of shares of outstanding and the voting
power of each, the shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and
effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any way
arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine the result; and
(f) Do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.
2.18 Conduct of Meetings.
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The date and time of the opening and the closing of the polls for each
matter upon which the shareholders will vote at a meeting shall be announced at
the meeting by the person presiding over the meeting. The Board of Directors may
adopt by resolution such rules and regulations for the conduct of the meeting of
shareholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the
chairman of any meeting of shareholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the chairman of the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting, (ii) rules and procedures for maintaining order at the
meeting and the safety of those present, (iii) limitations on attendance at or
participation in the meeting to shareholders of record of the Corporation, their
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duly authorized and constituted proxies or such other persons as the chairman of
the meeting shall determine, (iv) restrictions on entry to the meeting after the
time fixed for the commencement thereof, and (v) limitations on the time
allotted to questions or comments by participants. Unless and to the extent
determined by the Board of Directors or the chairman of the meeting, meetings of
shareholders shall not be required to be held in accordance with the rules of
parliamentary procedure.
ARTICLE III
DIRECTORS
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3.1 Powers.
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Subject to the provisions of the Code and any limitations in the Articles
of Incorporation and these Bylaws relating to action required to be approved by
the shareholders or by the outstanding shares, the business and affairs of this
Corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the directors.
3.2 Number and Qualification of Directors.
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If the corporation has only one (1) shareholder, the authorized number of
directors shall be one (1); provided, however, that upon the election or
appointment of additional directors in a manner authorized under the Code, the
number of directors of this Corporation shall not be less than seven (7) nor
more than thirteen (13). The exact number of directors shall be fixed from time
to time, within the limits specified in this section 3.2 of these Bylaws, (i) by
a resolution duly adopted by the Board of Directors; or (ii) by a bylaw or
amendment thereof duly adopted 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 the holders of a majority of the outstanding shares
entitled to vote; or (iii) by approval of the shareholders (as defined in
section 153 of the Code). The indefinite number of directors may be changed by a
duly adopted amendment to the Articles of Incorporation and this bylaw adopted
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 the
holders of a majority of the outstanding shares entitled to vote, provided that
no amendment may change the stated maximum number of authorized directors to a
number greater than two times the stated minimum number of directors minus one.
Subject to the foregoing provisions for changing the number of directors, the
exact number of directors of this Corporation has been fixed at 10. Each
director of this Corporation must hold in his or her individual name at least
200 shares of the common stock of this Corporation within one year following the
date of election. No person shall be a member of the Board of Directors (a) who
has not been a resident for a period of at least two years immediately prior to
his or her election of a county in which any subsidiary of this Corporation
maintains an office unless the election of such person shall be approved by the
affirmative vote of at least two-thirds (2/3's) of the members of the Board of
Directors of this Corporation then in office, or (b) who owns, together with his
or her family residing with him or her, directly or indirectly, more than one
percent of the outstanding shares of any banking corporation, affiliate or
subsidiary thereof, bank holding company, industrial loan company, savings bank
or association or finance company, other than this Corporation or any affiliate
or subsidiary of this Corporation, or (c) who is a director, officer, employee,
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agent, nominee, or attorney of any banking corporation, affiliate, or subsidiary
thereof, bank holding company, industrial loan company, savings bank or
association or finance company, other than this Corporation or any affiliate or
subsidiary of this Corporation, or (d) who has or is the nominee of anyone who
has any contract, arrangement or understanding with any banking corporation, or
affiliate or subsidiary thereof, bank holding company, industrial loan company,
savings bank or association or finance company, other than this Corporation or
any affiliate or subsidiary of this Corporation, or with any officer, director,
employee, agent, nominee, attorney or other representative of such covered
entity, that he or she will reveal or in any way utilize information obtained as
a director of this Corporation or that he or she will, directly or indirectly,
attempt to effect or encourage any action of this Corporation.
3.3 Nomination of Directors.
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Nominations for election to the Board of Directors may be made by the
Board of Directors or by any shareholder of any outstanding class of capital
stock of the Corporation entitled to vote for the election of directors.
Nominations, other than those made by the Board of Directors shall be made in
writing and shall be delivered or mailed to the President of the Corporation not
less than 30 days nor more than 60 days prior to any meeting of shareholders
called for the election of directors, provided, however, that if less than 21
days' notice of the meeting is given to shareholders, such nomination shall be
mailed or delivered to the President of the Corporation not later than the close
of business on the seventh day following the day on which the notice of meeting
was mailed. Such notification shall contain the following information as to each
proposed nominee and as to each person, acting alone or in conjunction with one
or more other persons, in making such nomination or in organizing, directing or
financing such nomination or solicitation of proxies to vote for the nominee:
(a) the name, age, residence address and business address of each proposed
nominee and each such person and the date as of which such nominee commenced
residency at such residence address; (b) the principal occupation or employment,
the name, type of business and address of the organization or other entity in
which such employment is carried on of each proposed nominee and of each such
person; (c) if the proposed nominee is an attorney, a statement as to whether or
not either he or she or any firm with whom he or she has a relationship as
partner, associate, of counsel, employee, or otherwise, acts as legal counsel
for any banking corporation, affiliate or subsidiary thereof, bank holding
company, industrial loan company, savings bank or association or finance
company, other than this Corporation or any affiliate or subsidiary of this
Corporation; (d) a statement as to each proposed nominee and a statement as to
each such person stating whether the nominee or person concerned has been a
participant in any proxy contest within the past ten years, and, if so, the
statement shall indicate the principals involved, the subject matter of the
contest, the outcome thereof, and the relationship of the nominee or person to
the principals; (e) the amount of stock of the Corporation owned beneficially,
directly or indirectly, by each proposed nominee or by members of his or her
family residing with him or her and the names of the registered owners thereof;
(f) the amount of stock of the Corporation owned of record but not beneficially
by each proposed nominee or by members of his or her family residing with him or
her and by each such person or by members of his or her family residing with him
or her and the names of the beneficial owners thereof; (g) if any shares
specified in (e) or (f) above were acquired in the last two years, a statement
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of the dates of acquisition and amounts acquired on each date; (h) a statement
showing the extent of any borrowings to purchase shares of the Corporation
specified in (e) or (f) above acquired within the preceding two years, and if
funds were borrowed otherwise than pursuant to a margin account or bank loan in
the regular course of business of a bank, the material provisions of such
borrowings and the names of the lenders; (i) the details of any contract,
arrangement or understanding relating to the securities of the Corporation, to
which each proposed nominee or to which each such person is a party, such as
joint venture or option arrangements, puts or calls, guaranties against loss, or
guaranties of profit or arrangements as to the division of losses or profits or
with respect to the giving or withholding of proxies, and the name or names of
the persons with whom such contracts, arrangements or understandings exist; (j)
the details of any contract, arrangement, or understanding to which each
proposed nominee or to which such person is a party with any banking
corporation, affiliate or subsidiary thereof, bank holding company, industrial
loan company, savings bank or association or finance company, other than this
Corporation or any affiliate or subsidiary of this Corporation, or with any
officer, director, employee, agent, nominee, attorney, or other representative
of such covered entity; (k) a description of any arrangement or understanding of
each proposed nominee and of each such person with any person regarding future
employment or with respect to any future transaction to which the Corporation
will or may be a party; (l) a statement as to each proposed nominee and a
statement as to each such person as to whether or not the nominee or person
concerned will bear any part of the expense incurred in any proxy solicitation,
and, if so, the amount thereof; (m) a statement as to each proposed nominee and
a statement as to each such person describing any conviction for a felony that
occurred during the preceding ten years involving the unlawful possession,
conversion or appropriation of money or other property, or the payment of taxes;
(n) the total number of shares that will be voted for each proposed nominee; (o)
the amount of stock, if any, owned, directly or indirectly, by each proposed
nominee or by members of his or her family residing with him or her, in any
banking corporation, affiliate or subsidiary thereof, bank holding company,
industrial loan company, savings bank or association or finance company, other
than this Corporation or any affiliate or subsidiary of this Corporation; and
(p) the identity of any banking corporation, affiliate or subsidiary thereof, or
bank holding company or industrial loan company, savings bank or association or
finance company, other than this Corporation or any affiliate or subsidiary of
this Corporation, as to which such nominee or any other such person serves as a
director, officer, employee, agent, consultant, advisor, nominee or attorney,
together with a description of such relationship.
3.4 Election and Term of Office of Directors.
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The chairman of the meeting may, in his or her discretion, determine
and declare to the meeting that a nomination not made in accordance with the
foregoing procedure shall be disregarded. The Directors shall be elected at
each annual meeting of the shareholders to hold office until the next annual
meeting and until a successor has been elected and qualified.
3.5 Vacancies.
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Vacancies in the Board of Directors may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining director,
except that a vacancy created by the removal of a director by the vote or
written consent of the shareholders or by court order may be filled only by the
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vote of a majority of the shares entitled to vote represented at a meeting at
which a quorum is present, or by the written consent of holders of all of the
outstanding shares entitled to vote. Each director so elected shall hold office
until the next annual meeting of the shareholders and until a successor has been
elected and qualified. A vacancy or vacancies in the Board of Directors shall be
deemed to exist in the event of a director's death, resignation, or removal, or
if the Board of Directors by resolution declares vacant the office of a director
who has been declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number of directors is increased, or if the
shareholders fail, at any meeting of shareholders at which any director or
directors are elected, to elect the number of directors to be voted for at that
meeting. The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such election by
written consent and not involving a vacancy created by removal shall require the
consent of a majority of the outstanding shares entitled to vote.
3.6 Resignation.
-----------
Any director may resign effective on giving written notice to the Chairman
of the Board, the President, the Secretary, or the Board of Directors, unless
the notice specifies a later time for that resignation to become effective. If
the resignation of a director is effective at a future time, the Board of
Directors may elect a successor to take office when the resignation becomes
effective. No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.
3.7 Place of Meetings and Meetings by Telephone.
-------------------------------------------
Regular meetings of the Board of Directors may be held at any place within
the State of California that has been designated from time to time by resolution
of the Board of Directors. In the absence of such a designation, regular
meetings shall be held at the principal executive office of this Corporation.
Special meetings of the Board of Directors shall be held at any place within the
State of California that has been designated in the notice of the meeting or, if
not stated in the notice or there is no notice, at the principal executive
office of this Corporation. Any meeting, regular or special, may be held by
conference telephone or similar communication equipment, so long as all
directors participating in the meeting can hear one another, and all such
directors shall be deemed to be present in person at the meeting.
3.8 Annual Meetings.
---------------
Within 30 days after each annual meeting of shareholders, the Board of
Directors shall hold a regular meeting for the purpose of organization and the
transaction of other business. Notice of this meeting shall not be required.
3.9 Other Regular Meetings.
----------------------
Other regular meetings of the Board of Directors shall be held without
call at such time as shall from time to time be fixed by the Board of Directors.
Such regular meetings may be held without notice.
3.10 Special Meetings.
----------------
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Special meetings of the Board of Directors for any purpose may be called
at any time by the Chairman of the Board or the President or the Secretary.
3.11 Notice of Special Meetings.
--------------------------
Notice of the time and place of special meetings shall be delivered
personally or by telephone (including a voice messaging system or other system
or technology designed to record and communicate messages), electronic mail or
other electronic means to each director or sent by first-class mail or telegram,
charges prepaid, addressed to each director at that director's address as it is
shown on the records of this Corporation. In case the notice is mailed, it shall
be deposited in the United States mail at least four days before the time of the
holding of the meeting. In case the notice is delivered personally or by
telephone or telegram, it shall be delivered personally or by telephone
(including voice messaging or other system or technology), electronic mail or
other electronic means or to the telegraph company at least 24 hours before the
time of the holding of the meeting. Any oral notice given personally or by
telephone (including voice messaging or other system or technology), electronic
mail or other electronic means may be communicated either to the director or to
a person at the office of the director who the person giving the notice has
reason to believe will promptly communicate it to the director. The notice need
not specify the purpose of the meeting nor the place if the meeting is to be
held, at the principal executive office of this Corporation.
3.12 Quorum.
------
A majority of the authorized number of directors shall constitute a quorum
for the transaction of business, except to adjourn as provided in section 3.14
of these Bylaws. Every act or decision done or made by a majority of the
directors present at a meeting held at which a quorum is present shall be
regarded as the act of the Board of Directors, subject to the provisions of
section 310 of the Code as to approval of contracts or transactions in which a
director has a direct or indirect material financial interest, section 311 of
the Code as to appointment of committees, and section 317(e) of the Code as to
indemnification of directors. A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of directors,
if any action taken is approved by at least a majority of the required quorum
for that meeting.
3.13 Waiver of Notice.
----------------
The transactions of any meeting of the Board of Directors, however called
and noticed or wherever held, shall be as valid as though had at a meeting held
after regular call and notice if a quorum is present and if, either before or
after the meeting, each of the directors not present signs a written waiver of
notice, a consent to holding the meeting or an approval of the minutes. The
waiver of notice or consent need not specify the purpose of the meeting. All
such waivers, consents, and approvals shall be filed with the corporate records
or made a part of the minutes of the meeting. Notice of the meeting shall also
be deemed given to any director who attends the meeting without protesting
before or at its commencement the lack of notice to that director.
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3.14 Adjournment.
-----------
A majority of the directors present, whether or not constituting a quorum,
may adjourn any meeting to another time and place.
3.15 Notice of Adjournment.
---------------------
Notice of the time and place of holding an adjourned meeting need not be
given, unless the meeting is adjourned for more than 24 hours, in which case
notice of the time and place shall be given before the time of the adjourned
meeting in the manner specified in section 3.11 of these Bylaws, to the
directors who were not present at the time of the adjournment.
3.16 Action Without Meeting.
----------------------
Any action required or permitted to be taken by the Board of Directors may
be taken without a meeting, if all members of the Board of Directors shall
individually or collectively consent in writing to that action. Such action by
written consent shall have the same force and effect as a unanimous vote of the
Board of Directors. Such written consent or consents shall be filed with the
minutes of the proceedings of the Board of Directors.
3.17 Fees and Compensation of Directors.
----------------------------------
Directors and members of committees may receive such compensation for
their services, and such reimbursement of expenses, as may be fixed by the Board
of Directors. This section shall not be construed to preclude any director from
serving the Corporation in any other capacity as an officer, agent, employee, or
otherwise and receiving compensation for those services.
ARTICLE IV
COMMITTEES
4.1 COMMITTEES OF DIRECTORS.
-----------------------
The Chairman of the Board shall recommend to the Board of Directors one or
more committees, each consisting of two or more directors, to serve at the
pleasure of the Board of Directors. The Chairman of the Board may designate one
or more directors as alternate members of any committee, who may replace any
absent member at any meeting of the committee. Any committee, to the extent
provided in the resolution of the Board of Directors, shall have all the
authority of the Board of Directors, except with respect to:
(a) the approval of any action which, under the Code, 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;
-13-
(d) the amendment or repeal of Bylaws or the adoption of new
Bylaws;
(e) the amendment or repeal of any resolution of the Board of
Directors which by its express terms is not so amendable or
repealable;
(f) a distribution to the shareholders of this Corporation, except
at a rate or in a periodic amount or within a price range
determined by the Board of Directors;
(g) the appointment of any other committees of the Board of
Directors or the members of these committees; or
(h) the taking of any other action which cannot, by statute, be
done without approval of the Board of Directors.
4.2 Meetings and Action of Committees.
---------------------------------
Meetings and action of committees shall be governed by and held and taken
in accordance with the provisions of section 3.7 of these Bylaws as to place of
meetings, section 3.9 of these Bylaws as to regular meetings, section 3.10 of
these Bylaws as to special meetings, section 3.11 of these Bylaws as to notice
of special meetings, section 3.12 of these Bylaws as to quorum, section 3.13 of
these Bylaws as to waiver of notice, section 3.14 of these Bylaws as to
adjournment, and section 3.16 of these Bylaws as to action without a meeting,
with such changes in the context of those sections as are necessary to
substitute the committee and its members for the Board of Directors and its
members, except that the time of regular meetings of committees may be
determined either by resolution of the Board of Directors or by resolution of
the committee; special meetings of committees may also be called by resolution
of the Board of Directors; and notice of special meetings of committees shall
also be given to all alternate members who shall have the right to attend all
meetings of the committee. The Board of Directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
Bylaws.
ARTICLE V
OFFICERS
--------
5.1 Officers.
--------
The officers of this Corporation shall be a President, a Secretary, a
Chief Financial Officer and a Chairman of the Board. The Corporation may also
appoint a Chief Executive Officer, who may, but is not required to be, the same
person designated as the Chairman of the Board or President. The Corporation may
also have, at the discretion of the Board of Directors, a vice chairman, one or
more vice presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed in accordance with the
provisions of section 5.3 of these Bylaws. Any number of offices may be held by
the same person.
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5.2 Election of Officers.
--------------------
The officers of this Corporation, except such officers as may be appointed
in accordance with the provisions of sections 5.3 or 5.5 of these Bylaws, shall
be chosen by the Board of Directors and each shall serve at the pleasure of the
Board of Directors, subject to the rights, if any, of an officer under any
contract of employment.
5.3 Subordinate Officers.
--------------------
The Board of Directors may appoint, or may empower the Chairman of the
Board or President to appoint, such other officers as the business of this
Corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in the Bylaws or as the
Board of Directors may from time to time determine.
5.4 Removal and Resignation of Officers.
-----------------------------------
Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
Board of Directors, at any regular or special meeting of the Board of Directors,
or, except in 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. Any officer may resign at any time by giving written notice to the
Corporation, Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of this Corporation under any contract to which the officer is a
party.
5.5 Vacancies in Offices.
--------------------
A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these Bylaws for regular appointments to that office.
5.6 Chairman of the Board.
---------------------
The Chairman of the Board shall, if present, preside at meetings of the
shareholders and the Board of Directors, and exercise and perform such other
powers and duties as may be from time to time assigned to him or her by the
Board of Directors or prescribed by the Bylaws.
5.7 Vice Chairman And/or Chief Executive Officer.
--------------------------------------------
In the absence or disability of the Chairman, the Vice Chairman or Chief
Executive Officer (who is not also the President), if any, shall perform all the
duties of the Chairman of the Board. The Vice Chairman and Chief Executive
Officer shall have such other powers and duties as may be prescribed by the
Board of Directors or these Bylaws.
-15-
5.8 President.
---------
Subject to such supervisory powers, if any, as maybe given by the Board of
Directors to the Chairman of the Board or to a separate Chief Executive Officer,
the President shall be the chief executive officer of this Corporation and
shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the business and the officers of this
Corporation. In absence of the Chairman of the Board (or any Chief Executive
Officer who is not also the President), the President shall preside at all
meetings of the shareholders and at all meetings of the Board of Directors,
unless otherwise specified by the Board of Directors. The President shall have
the general duties of management usually vested in the office of the President
of a Corporation, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws.
5.9 Vice Presidents.
---------------
In the absence or disability of the President , the vice presidents, if
any, in order of their rank as fixed by the Board of Directors or, if not
ranked, a vice president designated by the Board of Directors, shall perform all
the duties of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President. The vice presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board of Directors or the Bylaws,
and the President, or the Chairman of the Board.
5.10 Secretary.
---------
The Secretary shall keep or cause to be kept, at the principal executive
office or such other place as the Board of Directors may direct, a book of
minutes of all meetings and actions of directors, committees of directors, and
shareholders, with the time and place of holding, whether regular or special
and, if special, how authorized, the notice given, the names of those present at
directors' meetings or committee meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings. The Secretary shall
keep, or cause to be kept, at the principal executive office or at the office of
this Corporation's transfer agent or registrar, as determined by the resolution
of the Board of Directors, a share register, or a duplicate share register,
showing the names of all shareholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation. The Secretary shall give, or cause to be given,
notice of all meetings of the shareholders and of the Board of Directors
required by the Bylaws or by law to be given, and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors or
by the Bylaws, the President or the Chairman of the Board.
5.11 Chief Financial Officer.
-----------------------
The Chief Financial Officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of this Corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
-16-
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director. The Chief Financial Officer shall
deposit all moneys and other valuables in the name and to the credit of this
Corporation with such depositaries as may be designated by the Board of
Directors. The Chief Financial Officer shall disburse the funds of this
Corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all of his or
her transactions as Chief Financial Officer and of the financial condition of
this Corporation, and shall have other powers and perform such other duties as
may be prescribed by the Board of Directors or the Bylaws, the President or the
Chairman of the Board.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
-------------------------------------------------
AND OTHER AGENTS
----------------
6.1 Agents, Proceedings and Expenses.
--------------------------------
For the purposes of the following eight sections, "agent" means any person
who is or was a director, officer, employee, or other agent of this Corporation,
or is or was serving at the request of this Corporation as a director, officer,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or was a director, officer, employee, or
agent of a foreign or domestic corporation which was a predecessor corporation
of this Corporation or of another enterprise at the request of such predecessor
corporation; "proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative, or investigative; and
"expenses" includes, without limitation, attorneys' fees and any expenses of
establishing a right to indemnification under this Article 0.
6.2 Actions Other Than by the Corporation.
-------------------------------------
This Corporation shall indemnify any director or officer of this
Corporation, and may, in its discretion, indemnify any other person, who was or
is a party, or is threatened to be made a party, to any action or proceeding,
other than an action by or in the right of this Corporation, by reason of the
fact that the person is or was an agent of this Corporation, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such action or proceeding if that person acted in good faith
and in a manner reasonably believed to be in the best interests of this
Corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner reasonably believed to be in the best
interests of this Corporation or that the person had reasonable cause to believe
that the conduct was unlawful.
6.3 Actions by the Corporation.
--------------------------
This Corporation shall indemnify any director or officer of this
Corporation, and may, in its discretion, indemnify any other person, who was or
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is a party, or is threatened to be made a party, to any threatened, pending or
completed action by or in the right of this Corporation to procure a judgment in
its favor by reason of the fact that that person is or was an agent of this
Corporation, against expenses actually and reasonably incurred in connection
with the defense or settlement of that action if that person acted in good
faith, in a manner believed to be in the best interests of this Corporation and
with such care, including reasonable inquiry, as an ordinarily prudent person in
a like position would use under similar circumstances. No indemnification shall
be made under this section:
(a) in respect of any claim, issue, or matter as to which that
person shall have been adjudged to be liable to this
Corporation in the performance of duty to this Corporation,
unless and only to the extent that the court in which that
action was brought shall determine upon application that, in
view of all the circumstances of the case, that person is
fairly and reasonably entitled to indemnity for the expenses
which the court shall determine; or
(b) of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval;
or
(c) of expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of without court
approval.
6.4 Successful Defense by Agent.
---------------------------
To the extent that an agent of this Corporation has been successful on the
merits in defense of any proceeding referred to in sections 6.2 or 6.3 of these
Bylaws, or in defense of any claim, issue, or matter therein, the agent shall be
indemnified against expenses actually and reasonably incurred by the agent in
connection therewith.
6.5 Required Approval.
-----------------
Except as provided in section 6.4 of these Bylaws, indemnification shall
be made by this Corporation only if authorized in the specific case on a
determination that indemnification of the agent is proper in the circumstances
because the agent has met the applicable standard of conduct set forth in
sections 6.2 or 6.3 of these Bylaws by:
(a) a majority vote of a quorum consisting of directors who are
not parties to the proceeding;
(b) approval by the affirmative vote of a majority of the shares
of this Corporation entitled to vote represented at a duly
held meeting at which a quorum is present or by the written
consent of holders of a majority of the outstanding shares
entitled to vote. For this purpose, the shares owned by the
person to be indemnified shall not be considered outstanding
or entitled to vote thereon; or
(c) the court in which the proceeding is or was pending on
application made by this Corporation or the agent or the
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attorney or other person rendering services in connection with
the defense, whether or not such application by the agent,
attorney, or other person is opposed by this Corporation.
6.6 Advance of Expenses.
-------------------
Expenses (including attorney's fees) incurred by any officer or director
in defending any action or proceeding for which indemnification is required by
this Article VI or otherwise authorized by the Board of Directors shall be
advanced by this Corporation before the final disposition of the action or
proceeding on receipt of an undertaking by or on behalf of the agent to repay
that amount unless it shall ultimately be determined that the agent is not
entitled to be indemnified under this Article VI.
6.7 Indemnity Not Exclusive.
-----------------------
The indemnification provided by this Article VI shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any Bylaw, agreement, vote of shareholders or directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office. The rights to indemnity hereunder shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of the person.
6.8 Limitations.
-----------
No indemnification or advance shall be made, except as provided in section
6.4 or section 6.5(b), in any circumstance where it appears:
(a) that it would be inconsistent with a provision of the
articles, a resolution of the shareholders, or an agreement in
effect at the time of the accrual of the alleged cause of
action asserted in the proceeding in which the expenses were
incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or
(b) that it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
6.9 Insurance.
---------
This Corporation shall have the power to purchase and maintain insurance
on behalf of any person who was or is an agent of this Corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not this Corporation would have the
power to indemnify the agent against that liability under the provisions of this
section.
6.10 Indemnity Agreements.
--------------------
The Board of Directors is authorized to enter into a contract with any
director, officer, employee or agent of the corporation, or any person who is or
was serving at the request of the corporation as a director, officer, employee
-19-
or agent of another corporation, partnership, joint venture, trust or other
enterprise, including employee benefit plans, or any person who was a director,
officer, employee or agent of a corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such predecessor
corporation, providing for indemnification rights equivalent to or, if the Board
of Directors so determines and to the extent permitted by applicable law,
greater than, those provided for in this Article VI.
6.11 Amendment, Repeal or Modification.
---------------------------------
Any amendment, repeal or modification of any provision of this Article VI
shall not adversely affect any right or protection of a director, officer or
other agent of the corporation existing at the time of such amendment, repeal or
modification.
ARTICLE VII
RECORDS AND REPORTS
-------------------
7.1 Maintenance and Inspection of Share Register.
--------------------------------------------
The Corporation shall keep at its principal executive office, or at the
office of its transfer agent or registrar, if either be appointed, a record of
its shareholders, giving names and addresses of all shareholders and the number
and class of shares held by each shareholder. A shareholder or shareholders of
this Corporation holding at least five percent in the aggregate of the
outstanding voting shares of this Corporation may (i) inspect and copy the
records of shareholders' names and addresses and shareholdings during usual
business hours on five days prior written demand on the Corporation, and (ii)
obtain, on written demand and on the tender of the 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
dates for which that list has been compiled or as of a date specified by the
shareholder after the date of demand. This list shall be made available to any
such shareholder on or before the later of five days after the demand is
received, or the date specified in the demand as the date as of which the list
is to be compiled. The record of shareholders shall also be open to inspection
on the written demand of any shareholder or holder of a voting trust
certificate, at any time during usual business hours, for a purpose reasonably
related to the holder's interests as a shareholder or as the holder of a voting
trust certificate. Any inspection and copying under this section may be made in
person or by an agent or attorney of the shareholder or holder of a voting trust
certificate making the demand.
7.2 Maintenance and Inspection of Bylaws.
------------------------------------
The Corporation shall keep at its principal executive office the original
or a copy of the Bylaws as amended to date, which shall be open to inspection by
the shareholders at all reasonable times during office hours.
-20-
7.3 Maintenance and Inspection of Other Corporate Records.
-----------------------------------------------------
The accounting books and records and minutes of proceedings of the
shareholders and the Board of Directors and any committee or committees of the
Board of Directors shall be kept at such place or places designated by the Board
of Directors or, in the absence of such designation, at the principal executive
office of this Corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept in either written form or in any
other form capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection upon the written demand
of any shareholder or holder of a voting trust certificate, at any reasonable
time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate. The inspection may be made in person or by an agent or attorney,
and shall include the right to copy and make extracts. No such right of
inspection shall extend to any confidential information relating to the
depositors, borrowers or other customers of this Corporation or other
information which the Corporation may not disclose under applicable law or
lawful agreements with third parties.
7.4 Inspection by Directors.
-----------------------
Every director shall have the absolute right at any reasonable time to
inspect all books, records and documents of every kind and the physical
properties of this Corporation. This inspection by a director may be made in
person or by an agent or attorney and the right of inspection includes the right
to copy and make extracts of documents.
7.5 Annual Report to Shareholders.
-----------------------------
The Board of Directors shall cause an annual report to be sent to the
shareholders not later than 120 days after the close of the fiscal year adopted
by the Corporation. This report shall be sent at least 15 days before the annual
meeting of shareholders to be held during the next fiscal year and in the manner
specified for giving notice to shareholders of this Corporation. The annual
report shall contain a balance sheet as of the end of the fiscal year and an
income statement and statement of changes in financial position for the fiscal
year, accompanied by any report of independent accountants or, if there is no
such report, the certificate of an authorized officer of this Corporation that
the statements were prepared without audit from the books and records of this
Corporation.
7.6 Financial Statements.
--------------------
A copy of any annual financial statement and any income statement of this
Corporation for each quarterly period of each fiscal year, and any accompanying
balance sheet of this Corporation as of the end of each such period, that has
been prepared by the Corporation shall be kept in the principal executive office
of this Corporation for 12 months and each such statement shall be exhibited at
all reasonable times to any shareholder demanding an examination of any such
statement or a copy shall be mailed to any such shareholder. If a shareholder or
shareholders holding at least five percent of the outstanding shares of any
class of stock of this Corporation makes a written request to the Corporation
-21-
for an income statement of this Corporation for the three-month, six-month or
nine-month period of the then current fiscal year ended more than 30 days before
the date of the request, and a balance sheet of this Corporation as of the end
of that period, the Chief Financial Officer shall cause that statement to be
prepared, if not already prepared, and shall deliver personally or mail that
statement or statements to the person making the request within 30 days after
the receipt of the request. If the Corporation has not sent to the shareholders
its annual report for the last fiscal year, this report shall likewise be
delivered or mailed to the shareholder or shareholders within 30 days after the
request. The Corporation shall also, on the written request of any shareholder,
mail to the shareholder a copy of the last annual, semi-annual, or quarterly
income statement which it has prepared, and a balance sheet as of the end of
that period. The quarterly income statements and balance sheets referred to in
this section shall be accompanied by the report, if any, of any independent
accountants engaged by the Corporation or the certificate of an authorized
officer of this Corporation that the financial statements were prepared without
audit from the books and records of this Corporation.
7.7 Annual Statement of General Information.
---------------------------------------
The Corporation shall each year file with the Secretary of the State of
California, on the prescribed form, a statement setting forth the authorized
number of directors, the names and complete business or residence addresses of
all incumbent directors, the number of vacancies on the Board of Directors, if
any, the names and complete business or residence addresses of the chief
executive officer, Secretary, and Chief Financial Officer, the street address of
its principal executive office or principal business office in this state, and
the general type of business constituting the principal business activity of
this Corporation, together with a designation of the agent of this Corporation
for the purpose of service of process, all in compliance with section 1502 of
the Code.
ARTICLE VIII
GENERAL CORPORATE MATTERS
-------------------------
8.1 Record Date for Purposes Other Than Notice and Voting.
-----------------------------------------------------
For purposes of determining the shareholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other action, other than action by
shareholders by written consent without a meeting, the Board of Directors may
fix, in advance, a record date, which shall not be more than 60 days before any
such action, and in that case only shareholders of record on the date so fixed
are entitled to receive the dividend, distribution or allotment of rights or to
exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of this Corporation after the record date as fixed, except
as otherwise provided in the Code. If the Board of Directors does not fix a
record date, the record date for determining shareholders for any such purpose
shall be at the close of business on the day on which the Board of Directors
adopts the applicable resolution or the 60th day before the date of that action,
whichever is later.
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8.2 Checks, Drafts, Evidences of Indebtedness.
-----------------------------------------
All checks, drafts, or other orders for payment of money, notes, or other
evidences of indebtedness, issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the Board of Directors.
8.3 Corporate Contracts and Instruments, Execution Of.
-------------------------------------------------
The Board of Directors, except as otherwise provided in these Bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of this Corporation and
this authority may be general or confined to specific instances; and, unless so
authorized or ratified by the Board of Directors, or within the agency power of
an officer, no officer, agent, or employee shall have any power or authority to
bind the Corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or for any amount.
8.4 Certificate for Shares.
----------------------
A certificate or certificates for shares of the capital stock of this
Corporation shall be issued to each shareholder when any of these shares are
fully paid. All certificates shall be signed in the name of this Corporation by
the Chairman of the Board, or the President or vice president, and by the Chief
Financial Officer or the Secretary or an assistant secretary, certifying the
number of shares and the class or, series of shares owned by the shareholder.
Any or all of the signatures on the certificate may be facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed on a certificate shall have ceased to be that officer,
transfer agent, or registrar before that certificate is issued, it may be issued
by the Corporation with the same effect as if that person were an officer,
transfer agent, or registrar at the date of issue.
8.5 Lost Certificates.
-----------------
Except as provided in this section, no new certificates for shares shall
be issued to replace an old certificate unless the latter is surrendered to the
Corporation and cancelled at the same time. The Board of Directors may, in case
any share certificate or certificate for any other security is lost, stolen, or
destroyed, authorize the issuance of a replacement certificate on such terms and
conditions as the Board of Directors may require, including provision for
indemnification of this Corporation secured by a bond or other adequate security
sufficient to protect the Corporation against any claim that may be made against
it, including any expense or liability, on account of the alleged loss, theft or
destruction of the certificate or the issuance of the replacement certificate.
8.6 Representation of Shares of Other Corporations.
----------------------------------------------
The Chairman of the Board, the President, the Chief Financial Officer or
any other person authorized by resolution of the Board of Directors or by any of
the foregoing designated officers, is authorized to vote on behalf of this
Corporation any and all shares of any other corporation or corporations, foreign
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or domestic, standing in the name of this Corporation. The authority granted to
these officers to vote or represent on behalf of this Corporation any and all
shares held by the Corporation in any other corporation or corporations may be
exercised by any of these officers in person or by any person authorized to do
so by a proxy duly executed by these officers.
8.7 Construction and Definitions.
----------------------------
Unless the context requires otherwise, the general provisions, rules of
construction and definitions in the Code shall govern the construction of these
Bylaws.
ARTICLE IX
AMENDMENTS
----------
9.1 Amendment by Shareholders.
-------------------------
New Bylaws may be adopted or these Bylaws may be amended or repealed by
the vote or written consent of holders of a majority of the outstanding shares
entitled to vote.
9.2 Amendment by Directors.
----------------------
Subject to the rights of the shareholders as provided in section 8.7 of
these Bylaws, Bylaws may be adopted, amended, or repealed by the Board of
Directors; provided, however, that the Board of Directors may adopt a bylaw or
amendment of a bylaw changing the authorized number of directors only for the
purpose of fixing the exact number of directors within the limits specified in
the Articles of Incorporation or in section 3.2 of these Bylaws.
ARTICLE X
INTERPRETATION
--------------
Reference in these Bylaws to any provision of the California Corporations
Code shall be deemed to include all amendments thereof.
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SAN JOAQUIN BANCORP
CERTIFICATE OF ADOPTION OF BYLAWS
The undersigned hereby certifies that he is the duly elected, qualified and
acting Secretary of San Joaquin Bancorp, a California corporation (the
"Company"), and that the foregoing bylaws were adopted as the Company's
bylaws on May 9, 2006 by the Company's Sole Incorporator.
The undersigned has executed this Certificate as of May 9, 2006.
/s/ Stephen M. Annis
--------------------------------------
Stephen M. Annis, Secretary
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