BYLAWS OF
ADAC LABORATORIES
------------------
ARTICLE I
OFFICES
1.01 PRINCIPAL OFFICE. The corporation shall maintain its principal
executive office at the following address:
255 San Geronimo Way
Sunnyvale, California 94086
1.02 OTHER OFFICES. The board of directors may change the location
of the principal office of the corporation, or establish and maintain
additional offices at such other places as it may from time to time designate.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.01 PLACE OF MEETINGS. Meetings of shareholders shall be held at
any place within or outside 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 the corporation.
2.02 ANNUAL MEETING. The annual meeting of the shareholders, after
the year of incorporation, shall be held at four o'clock on the third
Wednesday of the first month of the calendar year. If this day falls on a
legal holiday, the annual meeting shall be held at the same time on the
following business day thereafter.
2.03 SPECIAL MEETING. 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 not less than 10% of the votes at that 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 such meeting and the general nature
-1-
of the business proposed to be transacted, and shall be delivered personally
or sent by registered mail or by telegraphic or other facsimile transmission
to the chairman of the board, the president, any vice president or the
secretary of the corporation. The officer receiving the request shall cause
notice to be promptly given to the shareholders entitled to vote, in
accordance with the provisions of Section 601 of the Corporations Code of the
State of California, that a meeting will be held at the time requested by the
person or persons calling the meeting, not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request. If the notice is
not given within twenty (20) days after receipt of the request, the person or
persons requesting the meeting may give the notice. Nothing contained in
this paragraph of this Section 2.03 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.
2.04 NOTICE OF SHAREHOLDERS MEETINGS. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 2.05
of this Article 2 not less than ten (10) nor more than sixty (60) days before
the date of the meeting. The notice shall specify the place, date and hour
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 a direct or indirect
financial interest, pursuant to Section 310 of the Corporations Code of
California, (ii) an amendment of the articles of incorporation, pursuant to
Section 902 of that Code, (iii) a reorganization of the corporation, pursuant
to Section 1201 of that code, (iv) a voluntary dissolution of the
corporation, pursuant to Section 1900 of that Code, or (v) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, pursuant to Section 2007 of that Code, the notice shall also state
the general nature of that proposal.
2.05 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of shareholders shall be given either personally or by first class
mail or telegraphic or other written communication, charges prepaid,
addressed to the shareholder at the address of that shareholder appearing on
the books of the 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 communication.
If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the
-2-
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 the corporation for a period of one year from the date of
the giving of the notice.
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 the corporation giving the notice, and
shall be filed and maintained in the minute book of the corporation.
2.06 QUORUM. 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.
2.07 ADJOURNED MEETING; NOTICE. 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
2.06 of this Article 2.
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 forty-five (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 2.04 and 2.05 of this Article
2. At any adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting.
2.08 VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of Section
701 of the Corporations Code of the State of California, subject to the
provisions of Section 702, Section 703 and Section 704 of the Corporations
Code of the State of California (relating to voting shares held by a
fiduciary, in the name of a corporation, or in joint ownership). 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
before the voting has begun. On any matter other than election 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 shareholders 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
-3-
matter (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 California General Corporation Law or by the articles of
incorporation.
At a shareholders meeting at which directors are to be elected,
no shareholder shall be entitled to cumulate votes (i.e., cast for any one or
more candidates a number of votes greater than the number of the shareholders
shares) unless the candidates names have been placed in nomination prior to
commencement of the voting and a shareholder has given notice prior to
commencement of the voting of the shareholders 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
any or 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.
2.09 WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. 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 for any of those matters specified in Section 601 of the
Corporations Code of the State of California; the waiver of notice 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.
2.10 SHAREHOLDERS ACTION BY WRITTEN CONSENT WITHOUT A MEETING. 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. In the case
of election of directors, such a consent 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 by the written consent of the holders of a majority of the
outstanding
-4-
shares entitled to vote for the election of directors. All such consents
shall be filed with the secretary of the 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 of their respective proxy holders, may
revoke the consent by a writing received by the secretary of the corporation
before written consents of the number of shares required to authorize the
proposed action have been filed with the secretary.
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 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 2.05
of this Article 2. 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 Corporations Code of California, (ii) indemnification of
agents of the corporation, pursuant to Section 317 of that Code, (iii) a
reorganization of the corporation, pursuant to Section 1201 of that Code, and
(iv) a distribution in dissolution other than in accordance with the rights
of outstanding preferred shares, pursuant to Section 2007 of that Code, the
notice shall be given at least ten (10) days before the consummation of any
action authorized by that approval.
2.11 RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS.
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 not be more than sixty (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 the corporation
after the record date except as otherwise provided in the California General
Corporation Law.
If the board of directors does not so 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 next
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 has been taken, shall be the day on which the first
written consent is given, or (ii) when prior action of the board has been
taken, shall be at the close of business on the day on which the board adopts
the resolution relating to that action, or the sixtieth (60th) day before the
date of such other action, whichever is later.
-5-
2.12 PROXIES. 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 the 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 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 eleven (11)
months from the date of the proxy, unless otherwise provided in the proxy.
2.13 INSPECTORS OF ELECTION. Before any meeting of shareholders,
the board of directors may appoint any persons other than nominees for office
to act as inspectors of election at the meeting or its 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 (1) or three (3). If inspectors are appointed at a meeting on the
request of one or more shareholders or proxies present at the meeting shall
determine whether one (1) or three (3) 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 the vacancy.
These inspectors shall:
(a) Determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of
a quorum, and the authenticity, validity, and effect of proxies;
(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 when the polls shall close;
(f) Determine the results; and
(g) Do any other acts that may be proper to conduct the
election or vote with fairness to all shareholders.
-6-
ARTICLE III
DIRECTORS
3.01 POWERS. Subject to the provisions of the California General
Corporation Law 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 the corporation
shall be managed and all corporate powers shall be exercised by or under the
direction of the board of directors. Notwithstanding the foregoing, until
November 30, 1980, the issuance of shares or the granting of options to
purchase shares of this corporation's common stock to officers and directors
of this corporation, shall require the unanimous approval by all members of
the board of directors.
3.02 NUMBER AND QUALIFICATION OF DIRECTORS. The number of directors
shall be not less than five (5) or more than eight (8), the exact number of
directors shall be fixed from time to time by a resolution duly adopted by
the vote or written consent of holders of a majority of the outstanding
shares entitled to vote; provided, however, that an amendment reducing the
number of directors to a number less than five (5) cannot be adopted if the
votes cast against its adoption at a meeting, or the shares not consenting in
the case of action by written consent, are equal to more than 16 2/3% of the
outstanding shares entitled to vote.
3.03 ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be
elected at each annual meeting of the shareholders to hold office until the
next annual meeting. Each director, including a director elected to fill a
vacancy, shall hold office until the expiration of the term for which elected
and until a successor has been elected and qualified.
3.04 VACANCIES. 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 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 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 the death, resignation or removal of any
director, or if the board of directors 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.
-7-
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 shall require the consent of a majority of the
outstanding shares entitled to vote.
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.
3.05 PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular meetings
of the board of directors may be held at any place within or outside the
State of California that has been designated from time to time by resolution
of the board. In the absence of such a designation, regular meetings shall
be held at the principal executive office of the corporation. Special
meetings of the board shall be held at any place within or outside the State
of California that has been designated in the notice of the meeting, or if
not stated in the notice or if there is no notice, at the principal executive
office of the 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.
3.06 ANNUAL MEETING. Immediately following, or jointly therewith,
each annual meeting of shareholders, the board of directors shall hold a
regular meeting for the purpose of organization, any desired election of
officers and the transaction of other business. Notice of this meeting shall
not be required.
3.07 OTHER REGULAR MEETINGS. 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.
3.08 SPECIAL MEETINGS. Special meetings of the board of directors
for any purpose or purposes may be called at any time by the chairman of the
board or the president, or any vice president, or the secretary or any two
directors. Notice shall be given in the manner prescribed by Section 307 of
the Corporations Code of the State of California.
3.09 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 3.11 of this Article 3. 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
subject to the provisions of Section 310 of the Corporations Code of
California (as to approval of contracts or transactions in which a director
has a direct or indirect material financial interest), Section 311 of that
Code (as to appointment of committees) and Section 317(e) of that Code (as to
indemnification of directors). A
-8-
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.
3.10 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 duly held after regular call and notice if a
quorum is present, and if either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding
the meeting or an approval of the minutes. 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 a 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.
3.11 ADJOURNMENT. A majority of the directors present, whether or
not constituting a quorum, may adjourn any meeting to another time and place.
3.12 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 twenty-four 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 307 of the California General Corporation Law, to the directors who
were not present at the time of the adjournment.
3.13 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 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.
3.14 FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
board of directors. This Section 3.11 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
4.01 COMMITTEES OF DIRECTORS. The board of directors may, by
resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two or more directors,
to serve at the pleasure of the board. The board may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any
-9-
meeting of any committee. Any committee, to the extent provided in the
resolution of the board, shall have all the authority of the board, except
with respect to:
(a) the approval of any action which, under the General
Corporation Law of California, also requires shareholder approval or approval
of the outstanding shares;
(b) the filling of vacancies on the board of directors or in
any committee;
(c) the fixing of compensation of the directors for serving
on the board or on any committee;
(d) the amendment or repeal of bylaws or the adoption of new
bylaws;
(e) the amendment or repeal of any resolution of the board
of directors which by its express terms is not so amendable or repealable;
(f) a distribution to the shareholders of the corporation,
except at a rate or in a periodic amount or within a price range determined
by the board of directors; or
(g) the appointment of any other committees of the board of
directors or the members of these committees.
ARTICLE V
OFFICERS
5.01 OFFICERS. The officers of the corporation shall be a
president, a secretary and a chief financial officer. The corporation may
also have, at the discretion of the board of directors, a chairman of the
board, 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 5.03 of this Article 5. Any number
of officers may be held by the same person.
5.02 ELECTION OF OFFICERS. The officers of the corporation, except
such officers as may be appointed in accordance with the provisions of
Section 5.03 of this Article 5, shall be chosen by the board of directors,
and each shall serve at the pleasure of the board, subject to the rights, if
any, of an officer under any contract of employment.
5.03 SUBORDINATE OFFICERS. The board of directors may appoint, and
may empower the president to appoint, such other officers as the business of
the Corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the bylaws or
as the board of directors may from time to time determine.
-10-
5.04 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, 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 the corporation under any contract to
which the officer is a party.
5.05 VACANCIES IN OFFICES. A vacancy in any office because of the
death, resignation, removal, disqualification or any other cause shall be
filled in the manner prescribed in these bylaws for regular appointments to
that office.
5.06 CHAIRMAN OF THE BOARD. The chairman of the board, if such an
officer be elected, shall if present, preside at meetings of the board of
directors and exercise and perform such other powers and duties as may be
from time to time assigned to him by the board of directors or prescribed by
the bylaws. If there is no president, the chairman of the board shall, in
addition, be the chief executive officer of the corporation, and shall have
the powers and duties prescribed in Section 5.07 of this Article 5.
5.07 PRESIDENT. Subject to such supervisory powers, if any, as may
be given by the board of directors to the chairman of the board, if there be
such an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors, have
general supervision, direction, and control of the business and officers of
the corporation. He shall preside at all meetings of the shareholders, and
in the absence of the chairman of the board, or if there be none, at all
meetings of the board of directors. He shall have the general powers and
duties of management usually vested in the office of the president of a
corporation, and shall have such other powers and duties as may be prescribed
by the board of directors or the bylaws.
5.08 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.
5.09 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,
-11-
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 the corporation's transfer agent or
registrar as determined by 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 he shall keep the seal of the corporation,
if one be adopted, in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the board of directors or
by the bylaws.
5.10 CHIEF FINANCIAL OFFICER. The chief financial officer shall
receive and have custody of all funds and securities of the corporation,
shall keep adequate and correct accounts of the corporation's properties and
business transactions and shall perform such other duties as may be required
of him by the board of directors or by the president.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND OTHER AGENTS
6.01 AGENTS, PROCEEDINGS AND EXPENSES. For the purposes of this
Article, "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 Section 6.04 or Section 6.05(c)
of this Article.
6.02 ACTIONS OTHER THAN BY THE CORPORATION. This corporation shall
indemnify any person who was or is a party, or is threatened to be made a
party, to any proceeding (other than an action by or in the right of this
corporation to procure a judgment in its favor) by reason of the fact that
such person is or was an agent of this corporation, against expenses,
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with such proceedings if that person
-12-
acted in good faith and in a manner that person reasonably believed to be in
the best interests of this corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of that person was
unlawful, conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which the person reasonably believed to be in the
best interests of this corporation or that the person has reasonable cause to
believe that the person's conduct was unlawful.
6.03 ACTIONS BY THE CORPORATION. This corporation shall indemnify
any person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of this
corporation to procure a judgment in its favor by reason of the fact that
person is or was an agent of this corporation, against expenses actual and
reasonably incurred by that person in connection with the defense or
settlement of that action if that person acted in good faith, in a manner
that person believed to be in the best interest 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 6.03.
(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 that person's duty to this corporation, unless and only to the
extent that the court in which that proceeding is or was pending shall
determine upon application that, in view of the circumstances of the case,
that person is fairly and reasonably entitled to indemnity for the expenses
which the court shall determine;
(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 depending a threatened or
pending action which is settled or otherwise disposed of without court
approval.
6.04 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 6.02 or 6.03 of this Article, 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.
6.05 REQUIRED APPROVAL. Except as provided in Section 6.04 of this
Article, any indemnification under this Article 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 6.02 or 6.03
of this Article, 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
-13-
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 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.
6.06 ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this corporation before the final disposition
of the proceeding on receipt of an undertaking by or on behalf of the agent
to repay the amount of the advance unless it shall be determined ultimately
that the agent is entitled to be indemnified as authorized in this Article.
6.07 OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than
directors and officers of this corporation or any subsidiary hereof may be
entitled by contract or otherwise.
6.08 LIMITATIONS. No indemnification or advance shall be made under
this Article, except as provided in Section 6.04 or Section 6.05(c), 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.
6.09 INSURANCE. Upon and in the event of a determination by the
board of directors of this corporation to purchase such insurance on behalf
of any agent of the corporation against any liability asserted against or
incurred by the agent in such capacity or arising out of the agent's status
as such whether or not this corporation would have the power to indemnify the
agent against that liability under the provisions of this section.
6.10 FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This Article
does not apply to any proceeding against any trustee, investment manager or
other fiduciary of an employee benefit plan in that person's capacity as
such, even though that person may also be an agent of the corporation as
defined in Section 6.01 of this article. Nothing contained in this Article
shall limit any right to indemnification to which such a trustee, investment
manager or other fiduciary may be entitled by contract or otherwise, which
shall be enforceable to the extent permitted by 2.07 of the California
Corporations Code.
-14-
ARTICLE VII
RECORDS AND REPORT
7.01 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 and as determined by
resolution of the board of directors, a record of its shareholders, giving
the names and addresses of all shareholders and the number and class of
shares held by each shareholder.
A shareholder or shareholders of the corporation holding at
least five percent (5%) in the aggregate of the outstanding voting shares of
the corporation may (i) inspect and copy the records of shareholders' names
and addresses and share holdings during usual business hours on five (5) days
prior written demand on the corporation, and (ii) obtain from the transfer
agent of the corporation, on written demand and on the tender of such
transfer agent's 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 share holdings, as of the most recent record date 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 by
the transfer agent on or before the later of five (5) 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 7.01 may be made in person or by an agent or attorney of the
shareholder or holder of a voting trust certificate making the demand.
7.02 MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall
keep at its principal executive office, or if its principal executive office
is not in the State of California, at its principal business office in this
state, the original or a copy of the bylaws as amended to date, which shall
be open to inspection by the shareholders at all reasonable times during
office hours. If the principal executive office of the corporation is
outside the State of California and the corporation has no principal business
office in this state, the secretary shall, upon the written request of any
shareholder, furnish to that shareholder a copy of the bylaws as amended to
date.
7.03 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 the corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept either in 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
-15-
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.
These rights of inspection shall extend to the records of each subsidiary
corporation of the corporation.
7.04 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 the corporation and
each of its subsidiary corporations. 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.
7.05 ANNUAL REPORT TO SHAREHOLDERS. The Board of Directors shall
issue an annual report to the shareholders of the corporation and such other
periodic reports as they consider appropriate.
7.06 FINANCIAL STATEMENTS. A copy of any annual financial statement
and any income statement of the corporation for each quarterly period of each
fiscal year, and any accompanying balance sheet of the corporation as of the
end of each such period, that has been prepared by the corporation shall be
kept on file in the principal executive office of the corporation for twelve
(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 (5%) of
the outstanding shares of any class of stock of the corporation makes a
written request to the corporation for an income statement of the corporation
for the three month, six month or nine month period of the then current
fiscal year ended more than thirty (30) days before the date of the request,
and a balance sheet of the 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 thirty (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 thirty (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 the corporation that the financial statements were prepared
without audit from the books and records of the corporation.
-16-
ARTICLE VIII
GENERAL CORPORATE MATTERS
8.01 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 lawful 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 sixty (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 rights, as the case
may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date so fixed, except as otherwise provided in
the California General Corporation Law.
If the board of directors does not so 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 adopts the applicable resolution or
the sixtieth (60th) day before the date of that action, whichever is later.
8.02 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.
8.03 CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. 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 the 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.
8.04 CERTIFICATES FOR SHARES. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to each
shareholder when any of these shares are fully paid, and the board of
directors may authorize the issuance of certificates or shares as partly paid
provided that these certificates shall state the amount of the consideration
to be paid for them and the amount paid. All certificates shall be signed in
the name of the corporation by the chairman of the board or vice chairman of
the board or the president or vice president and by the chief financial
officer or an assistant treasurer or the secretary or any assistant
secretary, certifying the number of shares and the class or series of shares
owned by the shareholder. Any or all of the signatures on the certificate
may be facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed 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.
-17-
8.05 LOST CERTIFICATES. Except as provided in this Section 8.05, no
new certificates for shares shall be issued to replace an old certificate
unless the latter is surrendered to the corporation and canceled 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 may require, including provision for indemnification of the 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.
8.06 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman
of the board, the president or any vice president 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 the corporation any
and all shares of any other corporation or corporations, foreign or domestic,
standing in the name of the corporation. The authority granted to these
officers to vote or represent on behalf of the 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.
8.07 CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction and definitions in
the California General Corporation Law shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular and the
term "person" includes both a corporation and a natural person.
ARTICLE IX
AMENDMENT OF BYLAWS
9.01 AMENDMENT OF BYLAWS BY SHAREHOLDERS. The bylaws and every part
thereof may from time to time, and at any time, be amended, altered,
repealed; and, new or additional bylaws may be adopted by the vote of the
shareholders entitled to exercise a majority of the voting power of the
corporation or by the written assent of such shareholders, except where a
greater number is required by law or the Articles of Incorporation or by
these bylaws.
9.02 AMENDMENT OF BYLAWS BY DIRECTORS. Subject to the right of the
shareholders to adopt, amend or repeal bylaws, bylaws may be adopted, amended
or repealed by a majority vote of the directors present at any meeting of the
board at which a quorum is present; provided, however, that the board of
directors may not adopt a bylaw or amendment thereof changing the authorized
number of directors.
-18-
CERTIFICATE OF AMENDMENT
OF BYLAWS OF
ADAC LABORATORIES
Article 3, Section 3.02 of the Bylaws of this corporation was amended
effective November 12, 1984, by the Board of Directors to provide as follows:
"SECTION 3.02. NUMBER AND QUALIFICATION OF DIRECTORS. The number
of directors of the corporation shall be not less than five (5)
nor more than eight (8). The exact number of directors shall be
six (6) until changed, within the limits specified above, by a
bylaw amending this Section 3.02 duly adopted by the board of
directors or approved by the shareholders. The indefinite number
of directors may be changed, or a definite number fixed within
provision for an indefinite number, by a duly adopted amendment to
the Articles of Incorporation or by an amendment to this bylaw
duly adopted by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided,
however, that an amendment reducing the fixed number or the
minimum number of directors to a number less than five (5) cannot
be adopted if the vote cast against its adoption at a meeting of
the shareholders, or the shares not consenting in the case of
action by written consent, are equal to more than sixteen and
two-thirds percent (16-2/3%) of the outstanding shares entitled to
vote thereon. No amendment may change the stated maximum number
of authorized directors to a number greater than two (2) times the
stated minimum number of directors minus one (1)."
CERTIFICATE OF AMENDMENT
OF BYLAWS OF
ADAC LABORATORIES
Article 3, Section 3.02 of the Bylaws of this corporation was amended
effective May 31, 1985, by the Board of Directors to provide as follows:
"SECTION 3.02. NUMBER AND QUALIFICATION OF DIRECTORS. The number
of directors of the corporation shall be not less than five (5)
nor more than eight (8). The exact number of directors shall be
five (5) until changed, within the limits specified above, by a
bylaw amending this Section 3.02 duly adopted by the board of
directors or approved by the shareholders. The indefinite number
of directors may be changed, or a definite number fixed within
provision for an indefinite number, by a duly adopted amendment to
the Articles of Incorporation or by an amendment to this bylaw
duly adopted by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided,
however, that an amendment reducing the fixed number or the
minimum number of directors to a number less than five (5) cannot
be adopted if the votes cast against its adoption at a meeting of
the shareholders, or the shares not consenting in the case of
action by written consent, are equal to more than sixteen and
two-thirds percent (16 2/3%) of the outstanding shares entitled to
vote thereon. No amendment may change the stated maximum number
of authorized directors to a number greater than two (2) times the
stated minimum number of directors minus one (1)."
AMENDMENT OF BYLAWS
OF
ADAC LABORATORIES
ARTICLE 3, Section 3.02(b), of the Bylaws of this Corporation was
amended on November 5, 1987, by this Board of Directors, to provide as
follows:
"SECTION 3.02. NUMBER OF DIRECTORS.
(b) The number of directors of the Corporation shall be five (5)."
AMENDMENT OF BYLAWS
OF
ADAC LABORATORIES
ARTICLE 6, of the Bylaws of this Corporation was amended by the Board
of Directors of the Corporation on November 5, 1987 and was approved and
adopted by the shareholders of the Corporation on January 14, 1988, to delete
Sections 6.01 - 6.10, inclusive, and to substitute in their place Section
6.1, as hereinafter set forth as follows:
"ARTICLE 6
SECTION 6.1. INDEMNIFICATION AGREEMENT. The corporation
shall indemnify, defend and hold harmless in the manner and to the
full extent permitted by law, each agent (as defined below) who is
or was a party to any proceeding (as defined below), whether or
not by or in the right of the Corporation, by reason of the fact
that such person is or was an Agent of the Corporation. The
Corporation may, to the full extent permitted by law, purchase and
maintain insurance on behalf of any Agent against any liability
which may be asserted against him. To the full extent permitted
by law, the indemnification provided herein shall include, but is
not limited to, expenses (including attorneys' fees), levies,
costs, judgments, fines and amounts paid in settlement, and, in
the manner provided by law, any such expenses shall be paid by the
Corporation in advance of the final disposition of such
proceeding.
The indemnification provided herein shall not be deemed to
limit the right of the Corporation to indemnify any other person
for any such expenses to the full extent
-1-
permitted by law, nor shall it be deemed exclusive of any other
rights to which any Agent seeking indemnification from the
Corporation may be entitled under any agreement, vote of
shareholders or disinterested directors or otherwise, both as to
action in an official capacity and as to action in any capacity
while holding such office. For purpose of this Section, "Agent"
means any person who is or was a director, officer, employee,
consultant or other agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee, consultant or other agent of another corporation,
partnership, joint venture, trust or other enterprise, or was a
director, officer, employee, consultant or other agent of the
Corporation or entity which was a predecessor corporation or
entity to this Corporation, or of another enterprise at the
request of such predecessor entity; "proceeding" shall mean any
threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative."
-2-
AMENDMENT TO BYLAWS
The Board of Directors hereby amends Article 3, Section 3.02(b) of the
Bylaws to read as follows:
"Section 3.02 Number and Qualification of Directors.
(b) Subject to the foregoing provisions for
changing the number of directors, the number of
directors of this Corporation has been fixed at
seven (7)."
Approved by Board of Directors
on June 12, 1995
AMENDMENT TO BYLAWS
The Board of Directors hereby amends Article 3, Section 3.02(b) of the
Bylaws to read as follows:
"Section 3.02 Number and Qualification of Directors.
(b) Subject to the foregoing provisions for
changing the number of directors, the number of
directors of this Corporation has been fixed at six
(6)."
Approved by Board of Directors
on December 12, 1995 to be
Effective as of March 6, 1996
AMENDMENT TO BYLAWS
The Board of Directors hereby amends Article 3, Section 3.02(b) of the
Bylaws to read as follows:
"Section 3.02 Number and Qualification of Directors.
(b) Subject to the foregoing provisions for
changing the number of directors, the number of
directors of this Corporation has been fixed at
seven (7)."
Approved by the Board of Directors and
effective as of March 6, 1996
AMENDMENT TO BYLAWS
The Board of Directors and Shareholders adopted the following
amendments to Sections 3.02 and 9.02 of the Bylaws:
"SECTION 3.02. NUMBER AND QUALIFICATION OF DIRECTORS. The number
of directors of the corporation shall be not less than six (6) nor
more than eleven (11). The exact number of directors shall be six
(6) until changed, within the limits specified above, by a bylaw
amending this Section 3.02 duly adopted by the board of directors
or approved by the shareholders; provided, however, that any
amendment reducing the fixed number or the minimum number of
directors to a number less than five (5) cannot be adopted if the
votes cast against its adoption at a meeting of the shareholders,
or the shares not consenting in the case of action by written
consent, are equal to more than sixteen and two-thirds percent
(16 2/3%) of the outstanding shares entitled to vote thereon. No
amendment may change the stated maximum number of authorized
directors to a number greater than two (2) times the stated
minimum number of directors minus one (1)."
"SECTION 9.02. AMENDMENT OF BYLAWS BY DIRECTORS. Subject to
the right of the shareholders to adopt, amend or repeal bylaws,
bylaws may be adopted, amended or repealed by a majority vote of
the directors present at any meeting of the board at which a
quorum is present; provided, however, that the board of directors
may not adopt a bylaw or amendment thereof specifying or changing
a fixed number of directors or the maximum or minimum number of
directors or changing from a fixed to a variable board or vice
versa."
Approved by the Board on October
31, 1996 and by the Shareholders
on May 15, 1997
AMENDMENT TO BYLAWS
The Board of Directors of the Company adopted the following amendment
to Section 3.02 of the Bylaws:
NOW THEREFORE BE IT RESOLVED, that, the first clause of the second
sentence of Section 3.02 of the Bylaws of the Corporation is hereby
amended and restated to read as follows: "The exact number of directors
shall be seven (7) until changed,".
Approved by the Board on March 15, 1999
AMENDMENT TO BYLAWS
The Board of Directors of the Company adopted the following amendment
to Section 3.02 of the Bylaws:
NOW THEREFORE BE IT RESOLVED, that, the second and third sentences of
Section 3.02 of the Bylaws of the Corporation are hereby amended and
restated to read as follows: "The exact number of directors shall be six
(6) until changed within the limits specified above, by a bylaw amending
this Section 3.02 duly adopted by the board of directors or approved by
the shareholders; provided, however, that any amendment reducing the
fixed number or the minimum number of directors to a number less than
five (5) cannot be adopted if the votes cast against its adoption at a
meeting of the shareholders, or the shares not consenting in the case of
action by written consent, are equal to more than sixteen and two-thirds
percent (16 2/3%) of the outstanding shares entitled to vote thereon. No
amendment may change the stated maximum number of authorized directors to
a number greater than two (2) times the stated minimum number of
directors minus one (1)".
Approved by the Board on June 4, 1999,
effective as of May 28, 1999
AMENDMENT TO BYLAWS
The Board of Directors of the Company adopted the following amendment
to Section 3.02 of the Bylaws:
NOW THEREFORE BE IT RESOLVED, that, the second and third sentences of
Section 3.02 of the Bylaws of the Corporation are hereby amended and
restated to read as follows: "The exact number of directors shall be
five (5) until changed within the limits specified above, by a bylaw
amending this Section 3.02 duly adopted by the board of directors or
approved by the shareholders; provided, however, that any amendment
reducing the fixed number or the minimum number of directors to a number
less than five (5) cannot be adopted if the votes cast against its
adoption at a meeting of the shareholders, or the shares not consenting
in the case of action by written consent, are equal to more than sixteen
and two-thirds percent (16 2/3%) of the outstanding shares entitled to
vote thereon. No amendment may change the stated maximum number of
authorized directors to a number greater than two (2) times the stated
minimum number of directors minus one (1)".
Approved by the Board on September 29, 1999,
effective as of August 9, 1999