BYLAWS FOR THE REGULATION
OF
BURKE INDUSTRIES, INC.,
A CALIFORNIA CORPORATION
ARTICLE I
PRINCIPAL EXECUTIVE OFFICE
The principal executive office of the corporation shall be
2250 South Tenth Street, San Jose, California 95112.
ARTICLE II
MEETING OF SHAREHOLDERS
Section 2.01 ANNUAL MEETINGS. Theannual meeting of
shareholdersshall be held on the 15th day of June in each year (or, should such
day fall upon a legal holiday, then on the first day thereafter which is not a
legal holiday) at 10:00 o'clock A.M., or at such other time and on such other
date as the board of directors shall determine. At each annual meeting,
directors shall be elected and any other proper business may be transacted.
Section 2.02 SPECIAL MEETINGS. Special meetings of
shareholders may be called by the board of directors, the chairman of the board
(if there be such an officer), the president, or the holders of shares entitled
to cast not less than ten percent (10%) of the votes at such meeting. Each
special meeting shall be held at such date and time as is requested by the
person or persons calling the meeting within the limits fixed by law.
Section 2.03 PLACE OF MEETINGS. Each annual or special
meeting of shareholders shall be held at such location as may be determined by
the board of directors, or if no such determination is made, at such place as
may be determined by the chief executive officer, or by any other officer
authorized by the board of directors or the chief
executive officer to make such determination. If no location is so
determined, any annual or special meeting shall be held at the principal
executive office of the corporation.
Section 2.04 NOTICE OF MEETINGS. Notice of each annual or
special meeting of shareholders shall contain such information, and shall be
given to such persons at such time, and in such manner, as the board of
directors shall determine, or if no such determination is made, as the chief
executive officer, or any other officer so authorized by the board of directors
or the chief executive officer, shall determine, subject to the requirements of
applicable law.
Section 2.05 CONDUCT OF MEETINGS. Subject to the
requirements of applicable law, all annual and special meetings of shareholders
shall be conducted in accordance with such rules and procedures as the board of
directors may determine and, as to matters not governed by such rules and
procedures, as the chairman of such meeting shall determine. The chairman of
any annual or special meeting of shareholders shall be designated by the board
of directors and, in the absence of any such designation, shall be the chief
executive officer of the corporation.
Section 2.06 INFORMAL ACTION BY SHAREHOLDERS. An action
required or permitted to be taken at a meeting of Shareholders may be taken
without a meeting if a consent, in writing, setting forth such action, is signed
by all the Shareholders entitled to vote on the subject matter thereof and any
other Shareholders entitled to notice of a meeting of Shareholders (but not to
vote thereat) have waived in writing any rights which they may have to dissent
from such action, and such consents and waivers are filed with the minutes of
proceedings of the Shareholders. Such consents and waivers may be signed by
different Shareholders on separate counterparts.
2
ARTICLE III
DIRECTORS
Section 3.01 NUMBER. The number of directors of the
corporation shall be nine (9) until changed in accordance with applicable law.
Section 3.02 MEETINGS OF THE BOARD. Each regular and
special meeting of the board shall be held at a location determined as follows:
The board of directors may designate any place, within or without the State of
California, for the holding of any meeting. If no such designation is made, (i)
any meeting called by a majority of the directors shall be held at such
location, within the county of the corporation's principal executive office, as
the directors calling the meeting shall designate; and (ii) any other meeting
shall be held at such location, within the county of the corporation's principal
executive office, as the chief executive officer may designate, or in the
absence of such designation, at the corporation's principal executive office.
Subject to the requirements of applicable law, all regular and special meetings
of the board of directors shall be conducted in accordance with such rules and
procedures as the board of directors may approve and, as to matters not governed
by such rules and procedures, as the chairman of such meeting shall determine.
The chairman of any regular or special meeting shall be designated by the
directors and, in the absence of any such designation, shall be the chief
executive officer of the corporation.
Members of the board of directors (or any committee
appointed by the board) may participate in a meeting by means of conference
telephone or similar communications equipment whereby all persons participating
in the meeting can hear each other, and participation in such meeting in such
manner shall constitute presence in person at such meeting.
3
Any action required or permitted to be taken at any meeting
of the Board of Directors may be taken without a meeting, if a consent in
writing to such action is signed by all of the Directors and such written
consents may be signed by different Directors on separate counterparts.
Section 3.03 INFORMAL ACTION BY DIRECTORS. Any action
required or permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting, if a consent in writing to such action is signed by
all of the Directors and such written consents may be signed by different
Directors on separate counterparts.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS,
OFFICERS, AND OTHER CORPORATE AGENTS
Section 4.01 INDEMNIFICATION. This corporation shall
indemnify and hold harmless any person who is or was a director or officer of
this corporation, or is or was serving at the request of the Board of Directors
of this Corporation as a director, officer, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust or other enterprise
(an "Agent"), from and against any expenses, judgments, fines, settlements, and
other amounts actually and reasonably incurred in connection with any
"proceeding" (as defined in Section 317(a)) to the fullest extent permitted by
applicable law. The corporation shall advance to its agents expenses incurred
in defending any proceeding prior to the final disposition thereof to the
fullest extent and in the manner permitted by applicable law.
Section 4.02 RIGHT TO INDEMNIFICATION. This section shall
create a right of indemnification for each person referred to in Section 4.01,
whether or not the proceeding
4
to which the indemnification relates arose in whole or in part prior to adoption
of such section and in the event of death such right shall extend to such
person's legal representatives. The right of indemnification hereby given shall
not be exclusive of any other rights such person may have whether by law or
under any agreement, insurance policy, vote of directors or shareholders, or
otherwise.
Section 4.03 INSURANCE. The corporation shall have power
to purchase and maintain 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 the corporation
would have the power to indemnify the agent against such liability.
ARTICLE V
OFFICERS
Section 5.01 OFFICERS. The corporation shall have a
president, a chief financial officer, a secretary, and such other officers,
including a chairman of the board, as may be designated by the board. Unless
the board of directors shall otherwise determine, the president shall be the
chief executive officer of the corporation. Officers shall have such powers and
duties as may be specified by, or in accordance with, resolutions of the board
of directors. In the absence of any contrary determination by the board of
directors, the chief executive officer shall, subject to the power and authority
of the board of directors, have general supervision, direction, and control of
the officers, employees, business, and affairs of the corporation.
Section 5.02 LIMITED AUTHORITY OF OFFICERS. No officer of
the corporation shall have any power or authority outside the normal day-to-day
business of the
5
corporation to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable in connection with any transaction unless so
authorized by the board of directors.
ARTICLE VI
WAIVER OF ANNUAL REPORTS
So long as the corporation has less than 100 holders of
record of its shares (determined as provided in Section 605 of the California
General Corporation Law), no annual report to shareholders shall be required,
and the requirement to the contrary of Section 1501 of the California General
Corporation Law is hereby expressly waived.
ARTICLE VII
AMENDMENTS
New bylaws may be adopted or these bylaws may be amended or
repealed by the shareholders or by the directors.
6
CERTIFICATE OF ASSISTANT SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Assistant
Secretary of Burke Industries, Inc., a California corporation; and
2. That the foregoing bylaws, comprising six (6) pages,
constitute the bylaws of said corporation as duly adopted by action of the board
of directors of the corporation duly taken as of August __, 1997.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of said corporation as of this __ day of August, 1997.
/s/ Keith Oster
-------------------------------
Keith Oster, Assistant Secretary
Seal