Exhibit 3.2
BY-LAWS
OF
VALLEY COMMERCE BANCORP
(a California corporation)
BY-LAWS
OF
VALLEY COMMERCE BANCORP
(a California corporation)
Section 1. OFFICES
1.1 Principal Office. The principal office for the transaction of the
business of the corporation shall be located at 200 South Court Street, City of
Visalia, County of Tulare, State of California. The Board of Directors is hereby
granted full power and authority to change said principal office to another
location within or without the State of California.
1.2 Other Offices. One or more branch or other subordinate offices may at
any time be fixed and located by the Board of Directors at such place or places
within or without the State of California as it deems appropriate.
Section 2. DIRECTORS
2.1 Exercise of Corporate Powers. Except as otherwise provided by the
Articles of Incorporation of the corporation or by the laws of the State of
California now or hereafter in force, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the Board of Directors. The Board may delegate the
management of the day-to-day operation of the business of the corporation as
permitted by law, provided that the business and affairs of the corporation
shall be managed and all corporate powers shall be exercised under the ultimate
direction of the Board.
2.2 Number. The number of the corporation's directors shall be not less
than eight nor more than fifteen, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution of a
majority of the full Board or by resolution of a majority of the shareholders at
any meeting thereof.
2.3 Qualification of Directors. No person shall serve as a member of the
Board of Directors: (i) who is a director, officer, employee, agent, nominee,
material consulting accountant, analyst, attorney or policy decision maker for
any other financial institution, lender or bank holding company or affiliate or
subsidiary thereof; or (ii) who has been or is the assignee or nominee of anyone
who has any contract, arrangement or understanding with any other financial
institution, lender or bank holding company, or affiliate or subsidiary thereof,
or with any officer, director, employee, agent, nominee, material consulting
accountant, analyst, attorney or policy decision maker thereof, pursuant to
which that person could be called upon to reveal or in any way utilize
information obtained as a director or will, directly or indirectly, attempt to
effect or encourage any action of this Corporation; or (iii) with the exception
of directors who are also employees of the Corporation, who does not hold as
beneficial owner a minimum of $25,000 fair market value of the Corporation's
Common Stock; provided, however, that the
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Board of Directors, in its sole discretion, may permit a person who does not
satisfy one or more of the qualifications listed above to serve as a member of
the Board of Directors following the Board's determination that such action will
not compromise the business plans or strategic focus of the Corporation. The
Board of Directors of the corporation, or a committee thereof, shall determine
whether any person who seeks to become a director complies with the provisions
of this Section 2.3.
2.4 Compensation. Directors shall receive such compensation for their
services as directors and such reimbursement for their expenses of attendance at
meetings as may be determined from time to time by resolution of the Board.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
2.5 Election and Term of Office. At each annual meeting of shareholders,
directors shall be elected to hold office until the next annual meeting,
provided that, if for any reason, said annual meeting or an adjournment thereof
is not held or the directors are not elected thereat, then the directors may be
elected at any special meeting of the shareholders called and held for that
purpose. The term of office of the directors shall begin immediately after their
election and shall continue until the expiration of the term for which elected
and until their respective successors have been elected and qualified.
2.6 Vacancies. A vacancy or vacancies in the Board of Directors shall
exist when any authorized position of director is not then filled by a duly
elected director, whether caused by death, resignation, removal, change in the
authorized number of directors (by the Board or the shareholders) or otherwise.
The Board of Directors may declare vacant the office of a director who has been
declared of unsound mind by an order of court or convicted of a felony. Except
for a vacancy created by the removal of a director, vacancies on the Board may
be filled by approval of the board or, if the number of directors then in office
is less than a quorum, by (i) the unanimous written consent of the directors
then in office, (ii) the affirmative vote of a majority of the directors then in
office at a meeting held pursuant to notice or waivers of notice, or (iii) a
sole remaining director. A vacancy created by the removal of a director may be
filled only by the approval of the shareholders. The shareholders may elect a
director at any time to fill any vacancy not filled by the directors. Any
director may resign effective upon giving written notice to the Chairman of the
Board, the President, the Secretary or the Board of Directors of the
corporation, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation is effective at a future time, a successor
may be elected to take office when the resignation becomes effective.
2.7 Nominations for Election of Directors. Nominations for election of
members of the Board of Directors may be made by the Board of Directors or by
any holder of any outstanding class of capital stock of the corporation entitled
to vote for the election of directors. Notice of intention to make any
nominations (other than for persons named in the notice of any meeting called
for the election of directors) are required to be made in writing and to be
delivered or mailed to the president of the corporation by the later of: (i) the
close of business 21 days prior to any meeting to stockholders called for the
election of directors, or (ii) ten days after the date of mailing of notice of
the meeting to stockholders. Such notification must contain the following
information to the extent known to the notifying stockholder: (a) the name and
address
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of each proposed nominee; (b) the principal occupation of each proposed nominee;
(c) the number of shares of capital stock of the corporation owned by each
proposed nominee; (d) the name and residence address of the notifying
stockholder; (e) the number of shares of capital stock of the corporation owned
by the notifying stockholder; (f) the number of shares of capital stock of any
bank, bank holding company, savings and loan association or other depository
institution owned beneficially by the nominee or by the notifying stockholder
and the identities and locations of any such institutions; (g) whether the
proposed nominee has ever been convicted of or pleaded nolo contendere to any
criminal offense involving dishonesty or breach of trust, filed a petition in
bankruptcy or been adjudged bankrupt; and (h) a statement regarding the
nominee's compliance with Section 2.3 of these by-laws. The notification shall
be signed by the nominating stockholder and by each nominee, and shall be
accompanied by a written consent to be named as a nominee for election as a
director from each proposed nominee. Nominations not made in accordance with
these procedures shall be disregarded by the Chairman of the meeting, and upon
his instructions, the inspectors of election shall disregard all votes cast for
each such nominee. The foregoing requirements do not apply to the nomination of
a person to replace a proposed nominee who has become unable to serve as a
director between the last day for giving notice in accordance with this
paragraph and the date of election of directors if the procedure called for in
this paragraph was followed with respect to the nomination of the proposed
nominee. A copy of this Section 2.7 of these by-laws will be provided to any
shareholder upon receipt of a written request therefore, addressed to the
President of the corporation.
2.8 Removal.
(a) Any or all of the directors may be removed without cause if such
removal is approved by the affirmative vote of a majority of the outstanding
shares entitled to vote at an election of directors, subject to the following:
(1) No director may be removed (unless the entire Board is removed)
when the votes cast against removal, or not consenting in writing to such
removal, would be sufficient to elect such director if voted cumulatively
at an election at which the same total number of votes were cast (or, if
such action is taken by written consent, all shares entitled to vote were
voted) and the entire number of directors authorized at the time of the
director's most recent election were then being elected; and
(2) When by the provisions of the Articles the holders of the shares
of any class or series, voting as a class or series, are entitled to elect
one or more directors, any director so elected may be removed only by the
applicable vote of the holders of the shares of that class or series.
(b) Any reduction of the authorized number of directors does not remove
any director prior to the expiration of such director's term of office.
Section 3. OFFICERS
3.1 Election and Qualifications. The officers of this corporation shall
consist of a President, one or more Vice Presidents, a Secretary and a Chief
Financial Officer who shall be chosen by the Board of Directors and such other
officers as the Board of Directors shall deem
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expedient, all of whom shall be chosen in such manner and hold their offices for
such terms as the Board of Directors may prescribe. Any two or more of such
offices may be held by the same person. Any Vice President, Assistant Treasurer
or Assistant Secretary, respectively, may exercise any of the powers of the
President, the Chief Financial Officer, or the Secretary, respectively, as
directed by the Board of Directors and shall perform such other duties as are
imposed upon such officer by the By-Laws or the Board of Directors.
3.2 Term of Office and Compensation. The term of office and salary of each
of said officers and the manner and time of the payment of such salaries shall
be fixed and determined by the Board of Directors and may be altered by said
Board from time to time at its pleasure, subject to the rights, if any, of said
officers under any contract of employment.
3.3 Removal and Vacancies. Any officer of the corporation may be removed
at the pleasure of the Board of Directors at any meeting or by vote of
shareholders entitled to exercise the majority of voting power of the
corporation at any meeting or at the pleasure of any officer who may be granted
such power by a resolution of the Board of Directors. Any officer may resign at
any time upon written notice to the corporation without prejudice to the rights,
if any, of the corporation under any contract to which the officer is a party.
If any vacancy occurs in any office of the corporation, the Board of Directors
may elect a successor to fill such vacancy for the remainder of the unexpired
term and until a successor is duly chosen and qualified.
Section 4. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD
4.1 Powers and Duties. The Chairman of the Board of Directors, if there be
one, shall have the power to preside at all meetings of the Board of Directors,
and to call meetings of the shareholders and of the Board of Directors to be
held within the limitations prescribed by law or by these By-Laws, at such times
and at such places as the Chairman of the Board shall deem proper. The Chairman
of the Board shall have such other powers and shall be subject to such other
duties as the Board of Directors may from time to time prescribe. The Board of
Directors may also elect a Vice Chairman of the Board, who shall preside at all
directors' meetings not presided over by the Chairman of the Board.
Section 5. PRESIDENT
5.1 Powers and Duties. The powers and duties of the President are:
(a) To act as the chief executive officer of the corporation and, subject
to the control of the Board of Directors, to have general supervision, direction
and control of the business and affairs of the corporation.
(b) To preside at all meetings of the shareholders and, in the absence of
the Chairman and the Vice Chairman of the Board, or if there be none, at all
meetings of the Board of Directors.
(c) To call meetings of the shareholders and also of the Board of
Directors to be held, subject to the limitations prescribed by law or by these
By-Laws, at such times and at such places as the President shall deem proper.
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(d) To affix the signature of the corporation to all deeds, conveyances,
mortgages, leases, obligations, bonds, certificates and other papers and
instruments in writing which have been authorized by the Board of Directors or
which, in the judgment of the President, should be executed on behalf of the
corporation, to sign certificates for shares of stock of the corporation and,
subject to the direction of the Board of Directors, to have general charge of
the property of the corporation and to supervise and control all officers,
agents and employees of the corporation.
5.2 President pro tem. If neither the Chairman of the Board, the Vice
Chairman of the Board, nor the President is present at any meeting of the Board
of Directors, a President pro tem may be chosen to preside and act at such
meeting. If neither the President nor any Vice President is present at any
meeting of the shareholders, a President pro tem may be chosen to preside at
such meeting.
Section 6. VICE PRESIDENTS
6.1 Powers and Duties. In case of the absence, disability or death of the
President, one of the Vice Presidents shall exercise all the powers and perform
all the duties of the President. The order in which the Vice Presidents shall
succeed to the powers and duties of the President shall be as fixed by the Board
of Directors. The Vice Presidents shall have such other powers and perform such
other duties as may be granted or prescribed by the Board of Directors.
Section 7. SECRETARY
7.1 Powers and Duties. The powers and duties of the Secretary are:
(a) To keep a book of minutes at the principal office of the corporation,
or such other place as the Board of Directors may order, of all meetings of its
directors and shareholders with the time and place of holding, whether regular
or special, and, if special, how authorized, the notice thereof given, the names
of those present at directors meetings, the number of shares present or
represented at shareholders' meetings and the proceedings thereof.
(b) To keep the seal of the corporation and to affix the same to all
instruments which may require it.
(c) To keep or cause to be kept at the principal office of the
corporation, or at the office of the transfer agent or agents, a share register,
or duplicate share registers, showing the names of the shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for shares, and the number and date of cancellation of every
certificate surrendered for cancellation.
(d) To keep a supply of certificates for shares of the corporation, to
fill in all certificates issued, and to make a proper record of each such
issuance; provided, that so long as the corporation shall have one or more duly
appointed and acting transfer agents of the shares, or any class or series of
shares, of the corporation, such duties with respect to such shares shall be
performed by such transfer agent or transfer agents.
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(e) To transfer upon the share books of the corporation any and all shares
of the corporation; provided, that so long as the corporation shall have one or
more duly appointed and acting transfer agents of the shares, or any class or
series of shares, of the corporation, such duties with respect to such shares
shall be performed by such transfer agent or transfer agents, and the method of
transfer of each certificate shall be subject to the reasonable regulations of
the transfer agent to which the certificate is presented for transfer, and also,
if the corporation then has one or more duly appointed and acting registrars, to
the reasonable regulations of the registrar to which the new certificate is
presented for registration; and provided, further, that no certificate for
shares of stock shall be issued or delivered or, if issued or delivered, shall
have any validity whatsoever until and unless it has been signed or
authenticated in the manner provided in Section 12.4 hereof.
(f) To make service and publication of all notices that may be necessary
or proper, and without command or direction from anyone. In case of the absence,
disability, refusal or neglect of the Secretary to make service or publication
of any notices, then such notices may be served and/or published by the
President or a Vice President, or by any person thereunto authorized by either
of them or by the Board of Directors or by the holders of a majority of the
outstanding shares of the corporation.
(g) Generally to do and perform all such duties as pertain to the office
of Secretary and as may be required by the Board of Directors.
Section 8. CHIEF FINANCIAL OFFICER
8.1 Powers and Duties. The powers and duties of the Chief Financial
Officer are:
(a) To supervise and control the keeping and maintaining of adequate and
correct accounts of the corporation's properties and business transactions,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings and shares. The books of account shall at all
reasonable times be open to inspection by any director.
(b) To have the custody of all funds, securities, evidence of indebtedness
and other valuable documents of the corporation and, at the Chief Financial
Officer's discretion, to cause any or all thereof to be deposited for the
account of the corporation with such depositary as may be designated from time
to time by the Board of Directors.
(c) To receive or cause to be received, and to give or cause to be given,
receipts and acquittances for moneys paid in for the account of the corporation.
(d) To disburse, or cause to be disbursed, all funds of the corporation as
may be directed by the Board of Directors, taking proper vouchers for such
disbursements.
(e) To render to the President and to the Board of Directors, whenever
they may require, accounts of all transactions and of the financial condition of
the corporation.
(f) Generally to do and perform all such duties as pertain to the office
of Chief Financial Officer and as may be required by the Board of Directors.
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Section 9. COMMITTEES OF THE BOARD
9.1 Appointment and Procedure. 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
meeting of the committee. The appointment of members or alternate members of a
committee requires the vote of a majority of the authorized number of directors.
9.2 Powers. Any committee appointed by the Board of Directors, to the
extent provided in the resolution of the Board or in these By-Laws, shall have
all the authority of the Board except with respect to:
(a) the approval of any action which requires the approval or vote of the
shareholders;
(b) the filling of vacancies on the Board or on 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 By-Laws or the adoption of new By-Laws;
(e) the amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable;
(f) a distribution to the shareholders of the corporation, except at a
rate, in a periodic amount or within a price range set forth in the articles or
determined by the Board; and
(g) the appointment of other committees of the Board or the members
thereof.
9.3 Executive Committee. In the event that the Board of Directors appoints
an Executive Committee, such Executive Committee, in all cases in which specific
direction to the contrary shall not have been given by the Board of Directors,
shall have and may exercise, during the intervals between the meetings of the
Board of Directors, all the powers and authority of the Board of Directors in
the management of the business and affairs of the corporation (except as
provided in Section 9.2 hereof) in such manner as the Executive Committee may
deem in the best interests of the corporation.
Section 10. MEETINGS OF SHAREHOLDERS
10.1 Place of Meetings. Meetings (whether regular, special or adjourned)
of the shareholders of the corporation shall be held at the principal office for
the transaction of business as specified in accordance with Section 1.1 hereof,
or any place within or without the State which may be designated by written
consent of all the shareholders entitled to vote thereat, or which may be
designated by the Board of Directors.
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10.2 Time of Annual Meetings. The annual meeting of the shareholders shall
be held on the fourth Tuesday in April of each year, if not a legal holiday, and
if a legal holiday, then on the next succeeding business day not a legal
holiday, or such other time or date as may be set by the Board of Directors.
10.3 Special Meetings. Special meetings of the shareholders may be called
by the Board of Directors, the Chairman of the Board, the President or the
holders of shares entitled to cast not less than 10 percent of the vote at the
meeting.
10.4 Notice of Meetings.
(a) Whenever shareholders are required or permitted to take any action at
a meeting, a written notice of the meeting shall be given not less than 10 (or,
if sent by third class mail, 30) nor more than 60 days before the day of the
meeting to each shareholder entitled to vote thereat. Such notice shall state
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, and that no other
business may be transacted, or (ii) in the case of the annual meeting, those
matters which the Board, at the time of the mailing of the notice, intends to
present for action by the shareholders but subject to the provisions of
subdivision (b) any proper matter may be presented at the meeting for such
action. The notice of any meeting at which directors are to be elected shall
include the names of nominees intended at the time of the notice to be presented
by the Board for election.
(b) Any shareholder approval at a meeting, other than unanimous approval
by those entitled to vote, on any of the matters listed below, shall be valid
only if the general nature of the proposal so approved was stated in the notice
of meeting or in any written waiver of notice:
(1) a proposal to approve a contract or other transaction between
the corporation and one or more of its directors, or between the
corporation and any corporation, firm or association in which one or more
directors has a material financial interest;
(2) proposal to amend the Articles of Incorporation;
(3) a proposal regarding a reorganization, merger or consolidation
involving the corporation;
(4) a proposal to wind up and dissolve the corporation;
(5) a proposal to adopt a plan of distribution of the shares,
obligations or securities of any other corporation, domestic or foreign,
or assets other than money which is not in accordance with the liquidation
rights of any preferred shares as specified in the Articles of
Incorporation.
10.5 Delivery of Notice. Notice of a shareholders' meeting or any report
shall be given either personally or by first class mail or, if the corporation
has outstanding shares held of record by 500 or more persons (determined as
provided in Section 605 of the California General Corporation Law) on the record
date for the shareholders' meeting, notice may be sent third class mail, or
other means of written communication, addressed to the shareholder at the
address of such shareholder appearing on the books of the corporation or given
by the shareholder to the
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corporation for the purpose of notice; or if no such address appears or is
given, at the place where the principal executive office of the corporation is
located or by publication at least once in a newspaper of general circulation in
the county in which the principal executive office is located. The notice or
report shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by other means of written communication. An
affidavit of mailing of any notice or report in accordance with the provisions
of this section, executed by the Secretary, Assistant Secretary or any transfer
agent, shall be prima facie evidence of the giving of the notice or report.
If any notice or report addressed to the shareholder at the address of
such shareholder appearing on the books of the corporation is returned to the
corporation by United States Postal Service marked to indicate that the United
States Postal Service is unable to deliver the notice or report to the
shareholder at such address, all future notices or reports shall be deemed to
have been duly given without further mailing if the same shall be available for
the shareholder upon written demand of the shareholder at the principal
executive office of the corporation for a period of one year from the date of
the giving of the notice or report to all other shareholders.
10.6 Adjourned Meetings. When a shareholders' meeting is adjourned to
another time or place, unless the By-Laws otherwise require and except as
provided in this section, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting the corporation may transact any business
which might have been transacted at the original meeting. If the adjournment is
for more than 45 days or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.
10.7 Consent to Shareholders' Meeting. The transactions of any meeting of
shareholders, however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except when the person
objects, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters required by the California General Corporation Law to
be included in the notice but not so included in the notice if such objection is
expressly made at the meeting. Neither the business to be transacted at nor the
purpose of any regular or special meeting of shareholders need be specified in
any written waiver of notice, consent to the holding of the meeting or approval
of the minutes thereof, unless otherwise provided in the Articles of
Incorporation or By-Laws, except as provided in Section 10.4(b).
10.8 Quorum.
(a) The presence in person or by proxy of the persons entitled to vote the
majority of the voting shares at any meeting shall constitute a quorum for the
transaction of business.
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Except as provided in subdivision (b), the affirmative vote of a majority of the
shares represented and voting at a duly held meeting at which a quorum is
present (which shares voting affirmatively also constitute at least a majority
of the required quorum) shall be the act of the shareholders, unless the vote of
a greater number or voting by classes is required by law or the Articles of
Incorporation or these By-Laws.
(b) The shareholders present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment
notwithstanding the withdrawal of the number 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.
(c) In the absence of a quorum, any meeting of shareholders may be
adjourned from time to time by the vote of a majority of the shares represented
either in person or by proxy, but no other business may be transacted, except as
provided in subdivision (b).
10.9 Voting Rights. Except as provided in Section 10.11 or in the Articles
of Incorporation or in any statute relating to the election of directors or to
other particular matters, each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote of shareholders. Any
holder of shares entitled to vote on any matter may vote part of the shares in
favor of the proposal and refrain from voting the remaining shares or vote them
against the proposal, other than elections to office, but, if the shareholder
fails to specify the number of shares such shareholder is voting affirmatively,
it will be conclusively presumed that the shareholder's approving vote is with
respect to all shares such shareholder is entitled to vote.
10.10 Determination of Holders of Record.
(a) In order that the corporation may determine the shareholders entitled
to notice of any meeting or to vote or 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, the Board of
Directors may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days prior to the date of such meeting nor more than 60 days
prior to any other action.
(b) In the absence of any record date set by the Board of Directors
pursuant to subdivision (a) above, then:
(1) The record date for determining shareholders entitled to notice
of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the business
day next preceding the day on which the meeting is held.
(2) The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, when no prior
action by the Board has been taken, shall be the day on which the first
written consent is given.
(3) The record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto, or the 60th day prior to the date
of such other action, whichever is later.
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(c) A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.
(d) Shareholders at the close of business on the record date are entitled
to notice and to vote or to receive the dividend, distribution or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date,
except as otherwise provided in the Articles or by agreement or applicable law.
10.11 Elections for Directors.
(a) Every shareholder complying with subdivision (b) and entitled to vote
at any election of directors may cumulate such shareholder's votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the shareholder's shares are normally
entitled, or distribute the shareholder's votes on the same principle among as
many candidates as the shareholder thinks fit.
(b) No shareholder shall be entitled to cumulate votes (i.e., cast for any
candidate a number of votes greater than the number of votes which such
shareholder normally is entitled to cast) unless such candidate or candidates'
names have been placed in nomination prior to the voting and the shareholder has
given written notice to the chairman of the meeting at the meeting prior to the
voting of the shareholder's intention to cumulate the shareholder's votes. If
any one shareholder has given such notice, all shareholders may cumulate their
votes for candidates in nomination.
(c) In any election of directors, the candidates receiving the highest
number of affirmative votes of the shares entitled to be voted for them up to
the number of directors to be elected by such shares are elected; votes against
the director and votes withheld shall have no legal effect.
(d) Elections for directors need not be by ballot unless a shareholder
demands election by ballot at the meeting and before the voting begins or unless
the By-Laws so require.
10.12 Proxies.
(a) Every person entitled to vote shares may authorize another person or
persons to act by proxy with respect to such shares. Any proxy purporting to be
executed in accordance with the provisions of the General Corporation Law of the
State of California shall be presumptively valid.
(b) No proxy shall be valid after the expiration of 11 months from the
date thereof unless otherwise provided in the proxy. Every proxy continues in
full force and effect until revoked by the person executing it prior to the vote
pursuant thereto, except as otherwise provided in this section. Such revocation
may be effected by a writing delivered to the corporation stating that the proxy
is revoked or by a subsequent proxy executed by the person executing the prior
proxy and presented to the meeting, or as to any meeting by attendance at such
meeting and voting in person by the person executing the proxy. The dates
contained on
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the forms of proxy presumptively determine the order of execution, regardless of
the postmark dates on the envelopes in which they are mailed.
(c) A proxy is not revoked by the death or incapacity of the maker unless,
before the vote is counted, written notice of such death or incapacity is
received by the corporation.
10.13 Inspectors of Election.
(a) In advance of any meeting of shareholders the Board may appoint
inspectors of election to act at the meeting and any adjournment thereof. If
inspectors of election are not so appointed, or if any persons so appointed fail
to appear or refuse to act, the chairman of any meeting of shareholders may, and
on the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election (or persons to replace those who so fail or refuse) at
the meeting. The number of inspectors shall be either one or three. If appointed
at a meeting on the request of one or more shareholders or proxies the majority
of shares represented in person or by proxy shall determine whether one or three
inspectors are to be appointed.
(b) The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum and the authenticity, validity and effect of proxies,
receive votes, ballots or consents, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders.
(c) The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.
Section 11. MEETINGS OF DIRECTORS
11.1 Place of Meetings. Unless otherwise specified in the notice thereof,
meetings (whether regular, special or adjourned) of the Board of Directors of
this corporation shall be held at the principal office of the corporation for
the transaction of business, as specified in accordance with Section 1.1 hereof,
which is hereby designated as an office for such purpose in accordance with the
laws of the State of California, or at any other place within or without the
State which has been designated from time to time by resolution of the Board or
by written consent of all members of the Board.
11.2 Regular Meetings. Regular meetings of the Board of Directors, of
which no notice need be given except as required by the laws of the State of
California, shall be held after the adjournment of each annual meeting of the
shareholders (which meeting shall be designated the Regular Annual Meeting) and
at such other times as may be designated from time to time by resolution of the
Board of Directors.
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11.3 Special Meetings. Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board or the President or the
Secretary or by any two or more of the directors.
11.4 Notice of Meetings. Except in the case of regular meetings, notice of
which has been dispensed with, the meetings of the Board of Directors shall be
held upon four days' notice by mail or 48 hours' notice delivered personally or
by telephone, telegraph or other electronic or wireless means. If the address of
a director is not shown on the records and is not readily ascertainable, notice
shall be addressed to the director at the city or place in which the meetings of
the directors are regularly held. Except as set forth in Section 11.6, notice of
the time and place of holding an adjourned meeting need not be given to absent
directors if the time and place be fixed at the meeting adjourned.
11.5 Quorum. A majority of the authorized number of directors constitutes
a quorum of the Board for the transaction of business. 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
except as otherwise provided by law. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved by at least a majority of the
required quorum for such meeting.
11.6 Adjourned Meetings. A majority of the directors present, whether or
not a quorum is present, may adjourn any meeting to another time and place. If
the meeting is adjourned for more than 24 hours, notice of any adjournment to
another time or place shall be given prior to the time of the adjourned meeting
to the directors who were not present at the time of the adjournment.
11.7 Waiver of Notice and Consent. Notice of a meeting need not be given
to any director who signs a waiver of notice or a consent to holding the meeting
or an approval of the minutes thereof, whether before or after the meeting, or
who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director. All such waivers, consents
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
11.8 Action Without a Meeting. Any action required or permitted to be
taken by the Board may be taken without a meeting, if all members of the Board
shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the Board. Such action by written consent shall have the same force and
effect as a unanimous vote of such directors.
11.9 Conference Telephone Meetings. Members of the Board may participate
in a meeting through use of conference telephone or similar communications
equipment, so long as all members participating in such meeting can hear one
another. Participation in a meeting pursuant to this section constitutes
presence in person at such meeting.
11.10 Meetings of Committees. The provisions of this Article apply also to
committees of the Board and incorporators and action by such committees and
incorporators.
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Section 12. SUNDRY PROVISIONS
12.1 Instruments in Writing. All checks, drafts, demands for money and
notes of the corporation, and all written contracts of the corporation, shall be
signed by such officer or officers, agent or agents, as the Board of Directors
may from time to time by resolution designate. No officer, agent, or employee of
the corporation shall have power to bind the corporation by contract or
otherwise unless authorized to do so by these By-Laws or by the Board of
Directors.
12.2 Fiscal Year. The fiscal year of this corporation shall commence on
January 1st and end on December 31 of each year.
12.3 Shares Held by the Corporation. Shares in other corporations standing
in the name of this corporation may be voted or represented and all rights
incident thereto may be exercised on behalf of this corporation by the President
or by any other officer of this corporation authorized so to do by resolution of
the Board of Directors.
12.4 Certificates of Stock. There shall be issued to each holder of fully
paid shares of the capital stock of the corporation a certificate or
certificates for such shares. Every holder of shares in the corporation shall be
entitled to have a certificate signed in the name of the corporation by the
Chairman or Vice Chairman of the Board or the President or a 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 upon a certificate has
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if such
person were an officer, transfer agent or registrar at the date of issue.
12.5 Lost Certificates. The corporation may issue a new share certificate
or a new certificate for any other security in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the corporation may require the owner of the lost, stolen or destroyed
certificate or the owner's legal representative to give the corporation a bond
(or other adequate security) sufficient to indemnify it against any claim that
may be made against it (including any expense or liability) on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate. The Board of Directors may adopt such other provisions and
restrictions with reference to lost certificates, not inconsistent with
applicable law, as it shall in its discretion deem appropriate.
12.6 Certification and Inspection of By-Laws. The corporation shall keep
at its principal executive office in this state, or if its principal executive
office is not in this state at its principal business office in this state, the
original or a copy of these By-Laws 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 this state and the
corporation has no principal business office in this state, it shall upon the
written request of any shareholder furnish to such shareholder a copy of the
By-Laws as amended to date.
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12.7 Notices. Any reference in these By-Laws to the time a notice is given
or sent means, unless otherwise expressly provided, the time a written notice by
mail is deposited in the United States mails, postage prepaid; or the time any
other written notice is personally delivered to the recipient or is delivered to
a common carrier for transmission, or actually transmitted by the person giving
the notice by electronic means, to the recipient; or the time any oral notice is
communicated, in person or by telephone or wireless, to the recipient or to a
person at the office of the recipient who the person giving the notice has
reason to believe will promptly communicate it to the recipient.
12.8 Reports 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 or within such shorter time period as may be required by
applicable law. Such annual report shall contain such information and be
accompanied by such other documents as may be required by applicable law.
12.9 Indemnification of Directors, Officers and Employees.
(a) The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any proceeding, by reason of the fact that such
person is or was an agent of the corporation, to the fullest extent permitted by
Section 317 of the California General Corporation Law, as amended from time to
time. The term "proceeding" and "agent" in the foregoing sentence shall have the
meanings given to them in Section 317 of the California General Corporation Law,
as amended from time to time.
(b) The indemnification provided by this section 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 disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent such
additional rights to indemnification are authorized in the articles of the
corporation. 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. Nothing
contained in this section shall affect any right to indemnification to which
persons other than such directors and officers may be entitled by contract or
otherwise.
(c) This section does not apply to any proceeding against any trustee,
investment manager or other fiduciary of an employee benefit plan in such
person's capacity as such, even though such person may also be an agent as
defined in subdivision (a) of the corporation. The corporation shall, and it
hereby agrees to, indemnify such trustee, investment manager or other fiduciary
to the extent permitted by subdivision (f) of Section 207 of the California
General Corporation Law, as amended from time to time.
(d) Nothing in this section shall restrict the power of the corporation to
indemnify its agents under any provision of the California General Corporation
Law, as amended from time to time, or under any other provision of law from time
to time applicable to the corporation, nor shall anything in this section
authorize the corporation to indemnify its agents in situations prohibited by
the California General Corporation Law or other applicable law.
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Section 13. CONSTRUCTION OF BY-LAWS WITH REFERENCE TO PROVISIONS OF LAW
13.1 Definitions. Unless defined otherwise in these By-Laws or unless the
context otherwise requires, terms used herein shall have the same meaning, if
any, ascribed thereto in the California General Corporation Law, as amended from
time to time.
13.2 By-Law Provisions Additional and Supplemental to Provisions of Law.
All restrictions, limitations, requirements and other provisions of these
By-Laws shall be construed, insofar as possible, as supplemental and additional
to all provisions of law applicable to the subject matter thereof and shall be
fully complied with in addition to the said provisions of law unless such
compliance shall be illegal.
13.3 By-Law Provisions Contrary to or Inconsistent with Provisions of Law.
Any article, section, subsection, subdivision, sentence, clause or phrase of
these By-Laws which upon being construed in the manner provided in Section 13.2
hereof, shall be contrary to or inconsistent with any applicable provision of
law, shall not apply so long as said provisions of law shall remain in effect,
but such result shall not affect the validity or applicability of any other
portions of these By-Laws, it being hereby declared that these By-Laws would
have been adopted and each article, section, subsection, subdivision, sentence,
clause or phrase thereof, irrespective of the fact that any one or more
articles, sections, subsections, subdivisions, sentence clauses or phrases is or
are illegal.
Section 14. ADOPTION, AMENDMENT OR REPEAL OF BY-LAWS
14.1 By Shareholders. By-Laws may be adopted, amended or repealed by the
approval of the affirmative vote of a majority of the outstanding shares of the
corporation entitled to vote.
14.2 By the Board of Directors. Subject to the right of shareholders to
adopt, amend or repeal By-Laws, By-Laws other than a By-Law or amendment thereof
changing the authorized number of directors may be adopted, amended or repealed
by the Board of Directors. A By-Law adopted by the shareholders may restrict or
eliminate the power of the Board of Directors to adopt, amend or repeal any or
all By-Laws.
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CERTIFICATE OF SECRETARY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned does hereby certify that the undersigned is the
Secretary of Valley Commerce Bancorp, a corporation duly organized and existing
under and by virtue of the laws of the State of California; that the above and
foregoing By-Laws of said corporation were duly and regularly adopted as such by
the Board of Directors of said corporation; and that the above and foregoing
By-Laws are now in full force and effect.
Dated: ______________, 2002
-----------------------------------------
Secretary
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TABLE OF CONTENTS
Page
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SECTION 1. OFFICES................................................................1
1.1 Principal Office...........................................................1
1.2 Other Offices..............................................................1
SECTION 2. DIRECTORS..............................................................1
2.1 Exercise of Corporate Powers...............................................1
2.2 Number.....................................................................1
2.3 Qualification of Directors.................................................1
2.4 Compensation...............................................................2
2.5 Election and Term of Office................................................2
2.6 Vacancies..................................................................2
2.7 Nominations for Election of Directors......................................2
2.8 Removal....................................................................3
SECTION 3. OFFICERS...............................................................3
3.1 Election and Qualifications................................................3
3.2 Term of Office and Compensation............................................4
3.3 Removal and Vacancies......................................................4
SECTION 4. CHAIRMAN OF THE BOARD..................................................4
4.1 Powers and Duties..........................................................4
SECTION 5. PRESIDENT..............................................................4
5.1 Powers and Duties..........................................................4
5.2 President pro tem..........................................................5
SECTION 6. VICE PRESIDENTS........................................................5
6.1 Powers and Duties..........................................................5
SECTION 7. SECRETARY..............................................................5
7.1 Powers and Duties..........................................................5
SECTION 8. CHIEF FINANCIAL OFFICER................................................6
8.1 Powers and Duties..........................................................6
SECTION 9. COMMITTEES OF THE BOARD................................................6
9.1 Appointment and Procedure..................................................6
9.2 Powers.....................................................................7
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TABLE OF CONTENTS
(continued)
Page
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9.3 Executive Committee........................................................7
SECTION 10. MEETINGS OF SHAREHOLDERS...............................................7
10.1 Place of Meetings..........................................................7
10.2 Time of Annual Meetings....................................................7
10.3 Special Meetings...........................................................8
10.4 Notice of Meetings.........................................................8
10.5 Delivery of Notice.........................................................8
10.6 Adjourned Meetings.........................................................9
10.7 Consent to Shareholders' Meeting...........................................9
10.8 Quorum.....................................................................9
10.9 Voting Rights.............................................................10
10.10 Determination of Holders of Record........................................10
10.11 Elections for Directors...................................................11
10.12 Proxies...................................................................11
10.13 Inspectors of Election....................................................12
SECTION 11. MEETINGS OF DIRECTORS.................................................12
11.1 Place of Meetings.........................................................12
11.2 Regular Meetings..........................................................12
11.3 Special Meetings..........................................................12
11.4 Notice of Meetings........................................................12
11.5 Quorum....................................................................13
11.6 Adjourned Meetings........................................................13
11.7 Waiver of Notice and Consent..............................................13
11.8 Action Without a Meeting..................................................13
11.9 Conference Telephone Meetings.............................................13
11.10 Meetings of Committees....................................................13
SECTION 12. SUNDRY PROVISIONS.....................................................13
12.1 Instruments in Writing....................................................13
12.2 Fiscal Year...............................................................14
12.3 Shares Held by the Corporation............................................14
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TABLE OF CONTENTS
(continued)
Page
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12.4 Certificates of Stock.....................................................14
12.5 Lost Certificates.........................................................14
12.6 Certification and Inspection of By-Laws...................................14
12.7 Notices...................................................................14
12.8 Reports to Shareholders...................................................15
12.9 Indemnification of Directors, Officers and Employees......................15
SECTION 13. CONSTRUCTION OF BY-LAWS WITH REFERENCE TO PROVISIONS OF LAW...........16
13.1 Definitions...............................................................16
13.2 By-Law Provisions Additional and Supplemental to Provisions of Law........16
13.3 By-Law Provisions Contrary to or Inconsistent with Provisions of Law......16
SECTION 14. ADOPTION, AMENDMENT OR REPEAL OF BY-LAWS..............................16
14.1 By Shareholders...........................................................16
14.2 By the Board of Directors.................................................16
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