Exhibit 3.24
BYLAWS OF
AIB CORP
A California Corporation
ARTICLE I
OFFICES
Section 1. PRINCIPAL EXECUTIVE OFFICE. The board of directors shall fix
the location of the principal executive office of the corporation at any place
within or without the State of California. If the principal executive office is
located outside the State of California, and the corporation has one or more
business offices in the State of California, the board of directors shall fix
and designate a principal business office in the State of California.
Section 2. OTHER OFFICES. Other business offices may be established at
any time by the board of directors at any place or places where the corporation
is qualified to do business.
ARTICLE II
MEETING OF SHAREHOLDERS
Section 1. PLACE OF MEETING. All meetings of shareholders shall be held
at the principal executive office of the corporation, or at any other place
within or without the State of California which may be designated either by the
board of directors or by the written consent of all persons entitled to vote at
such meeting who are not present thereat. Such consent may be given either
before or after the meeting and shall be filed with the secretary of the
corporation.
Section 2. ANNUAL MEETINGS.
(a) Annual meetings of shareholders shall be held on the 30th day of
January, each year, at 10:00 o'clock A.M.; provided, however, that when such day
falls upon a legal holiday, then the annual meeting shall be held at the same
time and place on the next day thereafter ensuing which is a full business day.
At such meetings directors shall be elected, reports of the affairs of the
corporation shall be considered, and any other business may be transacted which
is within the powers of the shareholders.
(b) Written notice of each annual meeting shall be given to each
shareholder entitled to vote, either personally or by mail or other means of
written communication, charges prepaid, addressed to such shareholder at his
address appearing on the books of the corporation or given by him to the
corporation for the purpose of notice.
(c) 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 the 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.
(d) If a shareholder gives no address, notice shall be deemed to have
been given him if sent by mail or other means of written communication addressed
to the place where the principal executive office of the corporation is
situated, or if published at least once in a newspaper of general circulation in
the county in which said principal executive office is located.
(e) Any notice of an annual meeting shall be given to each shareholder
entitled thereto not less than ten days nor more than sixty days before such
meeting. Notice 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 such notice in accordance with the
foregoing provisions, executed by the secretary, assistant secretary or any
transfer agent of the corporation shall be prima facie evidence of the giving of
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the notice.
(f) Notice of an annual meeting shall specify:
(1) the place, the date, and the hour of such meeting;
(2) those matters which the board, at the time of the mailing of
the notice, intends to present for action by the shareholders;
(3) if directors are to be elected, the names of nominees
intended at the time of the notice to be presented by management for election;
(4) the general nature of any proposal to approve (i) a contract
or other transaction with an interested director, as described in Section 310 of
the Corporations Code, (ii) an amendment to the articles of incorporation
pursuant to Section
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902 thereof, (iii) a reorganization pursuant to Section 1201 thereof, (iv) a
voluntary dissolution pursuant to Section 1900 thereof, or (v) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, pursuant to Section 2007 thereof, and
(5) such other matters, if any, as may be expressly required
by a statute.
Section 3. SPECIAL MEETINGS.
(a) Special meetings of the shareholders may be called at any time by
the chairman of the board or the president, or by the board of directors, or by
one or more shareholders holding not less than ten percent of the votes at the
meeting.
(b) Upon receipt of a request in writing delivered personally or sent
by registered mail or by telegraphic or other facsimile transmission to the
chairman of the board, president, any vice president or secretary by any person
(other than the board) entitled to call a special meeting of shareholders that a
special meeting of shareholders be called at the specified time for any proper
purpose set forth in such request, the officer shall forthwith cause notice to
be given to shareholders entitled to vote that a meeting will be held at the
times requested by the person or persons calling the meeting, not less than
thirty-five nor more than sixty days after receipt of the request.
(c) If such notice shall not be given within twenty days after the
date of receipt of such request, the person or persons entitled to call the
meeting may give notice of the meeting. Except where other express provisions
are made by statute, notice of such special meetings shall be given in the
manner provided for in Sections 2(b), (c), (d) and (e) for annual meetings of
shareholders. In addition to the requirements of items f(1) and, if applicable,
f(3) of Section 2, notice of any special meeting shall specify the general
nature of the business to be transacted.
Section 4. QUORUM. Subject to the articles of incorporation, the
presence in person or by proxy of the persons entitled to vote a majority of the
voting shares at any meeting 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, but only if
any action taken (other than adjournment) is approved by at least a majority of
the shares required to constitute a quorum.
Section 5. ADJOURNED MEETING AND NOTICE THEREOF.
(a) Any shareholders' meeting may be adjourned from time to time by
the vote of a majority of the shares whose holders are either present in person
or represented by proxy thereat.
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(b) When any shareholders' meeting is adjourned for more than forty-
five days, or if after adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given as in the case of an
original meeting. Except as provided above, it shall not be necessary to give
any notice of the time and place of the adjourned meeting or of the business to
be transacted thereat, other than by announcement of the time and place thereof
at the meeting at which such adjournment is taken.
Section 6. VOTING.
(a) Unless a record date for voting purposes is filed as provided in
Section 1 of Article V of these bylaws then, subject to the provisions of
Sections 702, 703 and 704 of the Corporations Code relating to voting of shares
held by a fiduciary, in the name of a corporation, or in joint ownership, only
persons in whose names shares entitled to vote stand on the stock records of the
corporation at the close of business on the business day next preceding the day
on which notice of the meeting is given or, if such notice is waived, at the
close of business on the business day next preceding the day on which the
meeting of shareholders is held, shall be entitled to vote at such meeting.
Except with respect to the election of directors, each shareholder shall be
entitled to one vote for each full share entitled to be voted by such
shareholder and any fractional share held by such shareholder shall not be
entitled to any voting rights whatsoever. On any matter other than the 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 it will be conclusively
presumed that the shareholder's approving vote is with respect to all shares
that the shareholder is entitled to vote.
(b) Voting may be by voice or by ballot; provided, however, that all
elections for directors must be by ballot if a shareholder so demands before the
voting begins.
(c) Except as provided in Subsection (d) or as required by the
Corporations Code or the articles of incorporation, if a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on any matter shall be the act of the shareholders.
(d) Every shareholder entitled to vote at any election for directors
shall have the right to cumulate his 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 his shares are entitled, or to distribute his votes on the same
principal among as many candidates as he shall think fit, provided that no
shareholder shall be entitled to cumulate votes unless the name of the
candidate or candidates for whom such votes would be cast has been placed in
nomination prior to the voting and a shareholder has given notice at the meeting
prior to the voting of his intention
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to cumulate his votes. The candidates receiving the highest number of votes of
shares entitled to be voted for them, up to the number of directors to be
elected, shall be elected.
Section 7. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of shareholders, The transactions of any meeting of
shareholders, however called and noticed, shall be 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 or who, though
present, has, at the beginning of the meeting, properly objected to the
transaction of any business because the meeting was not lawfully called or
convened or because of the exclusion of particular matters of business legally
required to be included in the notice, signs a written waiver of notice, or a
consent to the holding of such meeting, or an approval of the minutes thereof.
The waiver of notice or consent need not specify either the business to be
transacted or the purpose of any meeting of shareholders, except that if action
is taken or proposed to be taken for approval of any of those matters specified
in Section 2(f)(4) of this Article II, the waiver of notice or consent shall
state the general nature of the action taken or proposed to be taken. All such
waivers, consents or approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.
Section 8. ACTION WITHOUT A MEETING.
(a) Directors may be elected without a meeting by a written consent,
signed by all of the persons who would be entitled to vote for the election of
directors, provided that a director may be elected without notice at any time to
fill a vacancy other than one created by removal, not filled by the directors by
the written consent of the holders of a majority of the outstanding shares
entitled to vote for the election of directors.
(b) Any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting, and, except as provided in
Subsection (c), without 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
such action at a meeting at which all shares entitled to vote thereon were
present and voted,
(c) If the consents of all shareholders entitled to vote have not been
solicited in writing, shareholders entitled to vote who have not given written
consent shall be given the following:
(1) Notice of any proposed shareholder approval of, (i) a
contract or other transaction with an interested director as described in
Section 310 of the Corporations Code, (ii) indemnification of an agent of the
corporation as authorized by
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Section 11 of Article V of these bylaws, (iii) a reorganization of the
corporation pursuant to Section 1201 of the Corporations Code, or (iv) a
distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, pursuant to Section 2007 thereof, at least ten
days before the consummation of the action authorized by such approval; and
(2) Prompt notice of the taking of any other corporate action
approved by shareholders without a meeting by less than unanimous written
consent.
(d) Notices given pursuant to Subsection (c) of this Section shall be
given in the manner provided in Section 2 of this Article.
(e) Unless the board of directors has fixed a record date for the
determination of shareholders entitled to receive such notice and to give such
written consent pursuant to Section 1 of Article V hereof; the record date for
such determination shall be the day on which the first written consent is given.
All such written consents shall be filed with the secretary of the corporation.
(f) Any shareholder, proxyholder, or a transferee of shares, personal
representative of the shareholder or their respective proxyholders, giving a
written consent, may revoke the consent by a writing received by the corporation
prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the secretary of the
corporation, but may not do so thereafter. Such revocation is effective upon its
receipt by the secretary of the corporation.
Section 9. PROXIES.
(a) Every person entitled to vote or execute consents shall have the
right to do so either in person or by one or more agents authorized by a written
proxy executed by such person or his duly authorized agent and filed with the
secretary of the corporation. A proxy shall be deemed executed if the
shareholder's name is placed on the proxy (either by manual signature,
typewriting, telegraphic transmission or otherwise) by the shareholder or the
shareholder's attorney in fact. A duly executed proxy which does not state that
it is irrevocable shall continue in full force and effect until, (i) an
instrument revoking it or a duly executed proxy bearing a later date is filed
with the secretary of the corporation prior to the vote pursuant thereto, (ii)
the person executing the proxy attends the meeting and votes in person, or (iii)
written notice of the death or incapacity of the maker of such proxy is received
by the corporation before the counting of the vote in which such proxy has been
cast; provided that no such proxy shall be valid after the expiration of eleven
months from the date of its execution, unless the person executing it specifies
therein the length of time for which such proxy is to continue in force.
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(b) The revocability of a proxy that states on its face that it
is irrevocable shall be governed by the provisions of Subsections 705(e) and
705(f) of the Corporations Code.
(c) Executors, administrators, guardians, trustees or any
fiduciary, may give proxies, waive notice of and consent to any meeting of
shareholders, or authorize by a writing, any action which could be taken by
shareholders. The manner of execution, revocation and use of proxies shall be
governed by the provisions of the Corporations Code except that the board of
directors may, in advance of any meeting of the shareholders, prescribe
additional regulations concerning the manner of execution, filing and validation
of proxies which are intended to be voted at any such meeting.
(d) If any instrument of proxy designates two or more persons to
act as proxy, in the absence of any provision in the proxy to the contrary, the
persons designated may represent and vote the shares in accordance with the vote
or consent of the majority of the persons named as such proxies. If only one
such proxy is present, he may vote all the shares, and all the shares standing
in the name of the principal or principals for whom such proxy acts shall be
deemed represented for the purpose of obtaining a quorum. The foregoing
provisions shall apply to the voting of shares by proxies for any two or more
administrators, executors, trustees or other fiduciaries, unless an instrument
or order of court appointing them otherwise directs.
Section 10. INSPECTORS OF ELECTION.
(a) In advance of any meeting of shareholders, the board of
directors may appoint any persons other than nominees for office as inspectors
of election to act at such meeting or any adjournment thereof. If inspectors of
election are not so appointed, the chairman of any such meeting may, and on the
request of any shareholder or his proxy shall, make such appointment 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. In case any person appointed as inspector fails
to appear or fails or refuses to act, the vacancy may, and on the request of any
shareholder or his proxy shall, be filled by appointment by the board of
directors in advance of the meeting, or at the meeting by the chairman of the
meeting.
(b) Such inspectors shall (1) 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;
(2) receive votes, ballots or consents; (3) hear and determine all challenges
and questions in any way arising in connection with the right to vote; (4) count
and tabulate all votes or consents; (5) determine when the
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polls shall close; (6) determine the result; and (7) perform such acts as may be
proper to conduct the election or vote with fairness to all shareholders. In
determining the validity and effect of proxies, the dates contained on the forms
of proxy shall presumptively determine the order of execution of the proxies,
regardless of the postmark dates on the envelope in which they are mailed.
(c) 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.
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Section 11. ORGANIZATION. At every meeting of the shareholders, the
president, or in his absence any vice president designated by the president or
the board of directors or a chairman chosen by a majority in interest of the
shareholders of the corporation present in person or by proxy and entitled to
vote, shall act as chairman. The secretary of the corporation, or in his absence
an assistant secretary, shall act as secretary of all meetings of the
shareholders. In the absence of the secretary and assistant secretary, the
chairman may appoint another person to act as secretary of the meeting.
ARTICLE III
DIRECTORS
Section 1. POWERS. Subject to limitations of the articles of incorporation
and of the Corporations Code pertaining to action to be authorized or approved
by the shareholders, and subject to the duties of directors as prescribed by
the bylaws, all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be controlled by, the
board of directors. Without prejudice to such general powers, but subject to the
same limitations, it is hereby expressly declared that the directors shall have
the following powers:
(a) To select and remove all the officers, agents and employees
of the corporation, prescribe powers and duties for them not inconsistent with
law, with the articles of incorporation or the bylaws, to fix their
compensation, and to require from them security for faithful service;
(b) To conduct, manage and control the affairs and business of
the corporation, and to make such rules and regulations therefor not
inconsistent with law, or with the articles of incorporation or the bylaws;
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(c) To adopt, make and use a corporate seal, and to prescribe the
forms of certificates of stock, and to alter the form of such seal and of such
certificates from time to time, as in their judgment they may deem best,
provided such seal and such certificates shall at all times comply with the
provisions of the law;
(d) To authorize, the issuance of shares of stock of the
corporation from time to time, upon such terms as are lawful;
(e) To borrow money and incur indebtedness for the purposes of
the corporation, and to cause to be executed and delivered therefor in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities;
(f) By resolution adopted by a majority of the authorized number
of directors, to designate an executive committee or other committees, each
consisting of two or more directors to serve at the pleasure of the board, and
to prescribe the manner in which proceedings of such committees shall be
conducted. Unless the board of directors shall prescribe a different manner for
such proceedings, meetings of such committees may be regularly scheduled in
advance or may be called at any time by any two members thereof; otherwise, the
provisions of these bylaws with respect to notice and conduct of meetings of the
board shall govern. Any such committee, to the extent provided in a resolution
of the board, shall have all of the authority of the board, except with respect
to:
(1) the approval of any action for which the Corporations
Code or the articles of incorporation also requires shareholder approval;
(2) the filling of vacancies on the board or in any
committee;
(3) the fixing of compensation of the directors for serving
on the board or on any committee;
(4) the adoption, amendment or repeal of bylaws;
(5) the amendment or repeal of any resolution of the board
which by its express terms is not so amendable or repealable;
(6) any distribution to the shareholders, except at a rate
or in a periodic amount or within a price range determined by the board; and
(7) the appointment of other committees of the board or the
members thereof.
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Section 2. NUMBER AND QUALIFICATION OF DIRECTORS.
(a) The number of directors of the corporation shall be not
less than 3 nor more than 5 until changed by amendment of the articles of
incorporation or by a bylaw amending this Section 2 duly adopted by the vote or
written consent of holders of a majority of the outstanding shares entitled to
vote, provided that a proposal to reduce the authorized number or the minimum
number of directors below five 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 percent of the outstanding
shares entitled to vote.
(b) The exact number of directors shall be fixed from time
to time, within the limits specified in the articles of incorporation or in
this Section 2, by a bylaw or amendment thereof duly adopted by the vote of a
majority of the shares entitled to vote represented at a duly held meeting at
which a quorum is present, or by the written consent of the holders of a
majority of the outstanding shares entitled to vote, or by the board of
directors. The exact number of directors of this corporation shall be 3 until
changed in compliance with this Subsection. No director need be a shareholder.
Section 3. ELECTION AND TERM OF OFFICE. The directors shall be elected
at each annual meeting of shareholders to hold office until the next annual
meeting but, if any such annual meeting is not held or the directors are not
elected thereat, the directors may be elected at any duly noticed special
meeting of shareholders. All directors shall hold office until their respective
successors are elected and qualified, subject to the provisions of the
Corporations Code and of these bylaws with respect to vacancies on the board.
Section 4. VACANCIES.
(a) A vacancy on the board of directors shall be deemed to
exist if a director has died, resigned or been removed, or if the authorized
number of directors is increased, or if the shareholders fail, at any annual or
special meeting of shareholders at which any director or directors are elected,
to elect the full authorized number of directors to be voted for at that
meeting. The board of directors may also declare vacant the office of a director
who has been declared of unsound mind by an order of court or has been convicted
of a felony.
(b) Vacancies on the board of directors, except for a
vacancy created by the removal of a director, may be filled by a majority of the
remaining directors, though less than quorum, or by a sole remaining director,
and each director so elected shall hold office until his successor is elected at
an annual or a special meeting of the shareholders. A vacancy on the board
created by the removal of a director may only be filled by the vote of a
majority of
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the shares entitled to vote represented at a duly held meeting at which a quorum
is present, or by the written consent of the holders of a majority of the
outstanding shares.
(c) The shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors. Any such election by
written consent shall require the consent of holders of a majority of the
outstanding shares entitled to vote.
(d) Any director may resign effective upon giving written notice to the
chairman of the board, the president, or the secretary of the board of directors
of the corporation unless the notice specifies a later time for the
effectiveness of such resignation. If the board of directors accepts the
resignation of a director tendered to take effect at a future time, the board or
the shareholders shall have power to elect a successor to take office when the
resignation is to become effective.
(e) No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.
Section 5. PLACE OF MEETING. Regular meetings of the board of directors
shall be held at any place within or without the State of California which has
been designated from time to time by resolution of the board or by written
consent of all members of the board. In the absence of such designation, regular
meetings shall be held at the principal executive office of the corporation.
Special meetings of the board may be held either at a place designated by
resolution of the board or in the notice of meeting, or if not so designated, at
the principal, executive office.
Section 6. ORGANIZATION MEETING. Immediately following each annual meeting
of shareholders, the board of directors shall hold a regular meeting at the
place of said annual meeting or at such other place as shall be fixed by the
board of directors, for the purpose of organization, election of officers, and
the transaction of other business. Call and notice of such meetings are hereby
dispensed with.
Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board of
directors shall be held without notice if the date and place of such meetings
are fixed by the board. Should said date fall upon a legal holiday, then said
meeting shall be held at the same time on the next day thereafter ensuing which
is a full business day.
Section 8. SPECIAL MEETINGS.
(a) Special meetings of the board of directors for any purpose or
purposes may be called at any time by the chairman of the board, the president,
any vice president, the secretary or by any two directors.
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(b) Special meetings of the board of directors shall be held upon at
least four days' notice by mail or upon forty-eight hours' notice delivered
personally or by telephone or telegraph.
(c) Notice by mail shall be deemed given at the time a written notice
is deposited in the United States mail, first class postage prepaid, addressed
to the recipient at his address as it is shown upon the records of the
corporation, or, if it is not so shown on such records and is not readily
ascertainable, at the principal executive office of the corporation. Notice by
telegraph shall be deemed given when it is actually transmitted by the telegraph
company. Notice by telephone shall be deemed given when it is communicated by
telephone to the recipient or to a person at the office of the recipient, if the
person giving the notice has reason to believe it will promptly be communicated
to the recipient.
(d) Any notice of a special meeting shall state the date, place and
hour of the meeting. A notice need not specify the purpose of the meeting.
Section 9. ACTION WITHOUT MEETING. Any action 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 such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the board and shall have
the same force and effect as a unanimous vote of the directors.
Section 10. ACTION AT A MEETING: QUORUM AND REQUIRED VOTE.
(a) Presence of a majority of the authorized number of directors at a
meeting of the board of directors constitutes a quorum for the transaction of
business, except as hereinafter provided. 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 as permitted in the preceding sentence
constitutes presence in person at such meeting.
(b) 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 articles of incorporation and
the provisions of Section 310 of the Corporations Code regarding transactions
with interested directors, Section 311 thereof regarding the appointment of
committees, and of Subsection 317(e) thereof regarding indemnification of
corporate officers, directors and other agents. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, provided that any action taken is approved by at least
a majority of the required quorum for such meeting.
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Section 11. 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 who
was not present or who, though present, had prior to the meeting or at its
commencement, protested the lack of proper notice to him, signs a written waiver
of notice or a consent to holding such meeting or an approval of the minutes
thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Section 12. ADJOURNMENT. A majority of the directors present, whether or
not constituting a quorum, may adjourn any directors' meeting to another time
and place.
Section 13. NOTICE OF ADJOURNMENT. If the meeting is adjourned for more
than twenty-four 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 adjournment. Otherwise 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 original meeting.
Section 14. CONDUCT OF MEETINGS. At every meeting of the board of directors
the chairman of the board of directors, if there shall be such an officer, shall
preside. If not, a chairman chosen by a majority of the directors present shall
preside. The secretary of the corporation shall act as secretary of the board of
directors. In case the secretary shall be absent from any meeting of the board,
an assistant secretary shall perform the duties of the secretary at such
meeting. In the absence from any such meetings of both the secretary and the
assistant secretary, the chairman may appoint any person to act as secretary of
the meeting.
Section 15. FEES AND COMPENSATION. Directors and members of committees may
receive such compensation for their services, and such reimbursement for
expenses, as may be fixed or determined by resolution of the board. This Section
shall not be construed as precluding 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
OFFICERS
Section 1. OFFICERS. The corporation shall have a chairman of the board or
a president, or both of such officers, a secretary, a chief financial officer
and, if the board of directors
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so determines, may have one or more vice presidents, assistant secretaries and
assistant financial officers. The board of directors may from time to time also
elect such other officers as it shall deem necessary and shall determine the
terms of office, powers and duties of such officers. Any number of offices may
be held by the same person.
Section 2. ELECTION. The officers of the corporation except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article, shall be chosen annually by the board of directors,
and each shall hold his office at the pleasure of the board, or until he shall
resign or shall be removed or otherwise disqualified to serve, or his successor
shall be elected and qualified.
Section 3. 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.
Section 4. REMOVAL AND RESIGNATION.
(a) Any officer may be removed either with or without cause
by a majority of the directors at the time in office, 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. The corporation's right to remove any officer shall be
subject to such officer's rights under any contract of employment.
(b) Any officer may resign at any time by giving written
notice to the board of directors or to the president, or to the secretary of the
corporation, without prejudice, however, to any right which the corporation may
have under any contract to which such officer is a party. Any such resignation
shall take effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the bylaws for regular appointments to such office.
Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if
there shall be such an officer, shall, if present, preside at all meetings of
the board of directors and exercise and perform such other powers and duties as
may be assigned to him from time to time by the board of directors or prescribed
by the bylaws.
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Section 7. 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 is 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 is none, at all meetings of
the board of directors. He shall be ex-officio a member of all the standing
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committees, including the executive committee, if any, and shall have the
general powers and duties of management usually vested in the office of
president of a corporation and shall have such other powers and duties as may be
prescribed by the board of directors or the bylaws.
Section 8. VICE PRESIDENT. In the absence or disability of the
president, the vice presidents 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 or by the chairman of the board or the
president.
Section 9. SECRETARY.
(a) The secretary shall record or cause to be recorded, and
shall keep or cause to be kept, written minutes of the proceedings of the
shareholders, board of directors, and committees of the board.
(b) The secretary shall keep, or cause to kept, at the
principal executive efface or at the office of the corporation's transfer agent
a record of its shareholders showing the names and addresses of shareholders and
the number and all classes of shares held by each.
(c) 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 in
safe custody and shall affix it to stock certificates prior to issuance and to
such other instruments as the board of directors shall prescribe. He shall
perform all other duties incident to the office of secretary and shall have such
other powers and perform such other duties as may be prescribed by the board of
directors or by the bylaws.
Section 10. ASSISTANT SECRETARY. At the request of the
secretary, or in his absence or disability, the assistant secretary, designated
by him shall perform all the duties of the secretary, and when so acting, he
shall have all the powers of, and be subject to
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all the restrictions upon, the secretary. The assistant secretary shall perform
such other duties as from time to time may be assigned to him by the board of
directors or the secretary.
Section 11. CHIEF FINANCIAL OFFICER.
(a) The chief financial officer of the corporation shall keep
and maintain, or cause to be kept and maintained, adequate and correct books and
records of accounts of the properties and of the business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital and shares.
(b) The chief financial officer shall have charge and custody
of, and be responsible for, all funds and securities of the corporation and
shall open accounts at, and deposit all monies and other valuables in the name
and to the credit of the corporation with, such depositories as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his
transactions as chief financial officer and of the financial condition of the
corporation. He shall perform all other duties incident to the office of chief
financial officer and have such other powers and perform such other duties as
may be prescribed by the board of directors or the bylaws.
Section 12. SALARIES. The salaries of the officers shall be
fixed from time to time by the board of directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the corporation.
ARTICLE V
MISCELLANEOUS
Section 1. RECORD DATE. The board of directors may fix, in
advance, a record date not more than sixty days nor less than ten days prior to
the date of any meeting, nor more than sixty days prior to any other action for
which it is fixed. Only shareholders of record on a record date so fixed are
entitled to notice of and to vote at any such meeting, to give consent without a
meeting, to receive any report, to receive a dividend or distribution or any
allotment of rights or to exercise any other rights of shareholders, as the ease
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
of incorporation or bylaws.
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Section 2. INSPECTION OF CORPORATE RECORDS.
(a) The accounting books and records, the record of
shareholders, and minutes of proceedings of the shareholders and the board and
committees of the board of the corporation and any subsidiary of the corporation
shall be open to inspection upon the written demand on the corporation of any
shareholder or holder of a voting trust certificate at any reasonable time
during usual business hours, for a purpose reasonably related to such holder's
interests as a shareholder or as the holder of such voting trust certificate.
Such inspection by a shareholder or holder of a voting trust certificate may be
made in person or by agent or attorney, and the right of inspection includes the
right to copy and make extracts.
(b) A shareholder or shareholders holding at least five
percent in the aggregate of the outstanding voting shares of the corporation or
who hold at least one percent of such voting shares and have filed a Schedule
14B with the United States Securities and Exchange Commission relating to the
election of directors of the corporation shall have the absolute right (in
person, or by agent or attorney) to inspect and copy the record of shareholders'
names and addresses and shareholdings during usual business hours upon five
business days' prior written demand upon the corporation and to obtain from the
transfer agent for the corporation, upon written demand and upon the tender of
its usual charges, a list of names and addresses of the shareholders who are
entitled to vote for the election of directors, and their shareholdings, as of
the most recent record date for which it has been compiled or as of a date
specified by the shareholder subsequent to the date of demand. The list shall be
made available on or before the later of five business days after the date the
demand is received or the date specified therein as the date of which the list
is to be compiled.
(c) Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records and documents of every
kind and to inspect the physical properties of the corporation and any
subsidiary corporation. Such inspection by a director may be made in person or
by agent or attorney.
Section 3. CHECKS, DRAFTS, ETC.
(a) 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.
(b) Endorsements for deposit to the credit of the corporation
in any of its duly authorized depositories may be made without countersignature
by the president or any vice president or the chief financial officer or by any
other officer or agent of the
17.
corporation to whom the board of directors, by resolution, shall have delegated
such power, or by hand-stamped impression in the name of the corporation.
Section 4. ANNUAL AND OTHER REPORTS.
(a) The corporation shall not be required to send to its
shareholders the annual report described in Section 1501 of the Corporations
Code.
(b) A shareholder or shareholders holding at least five
percent of the outstanding shares of any class of the corporation may make 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 current fiscal year
ended more than thirty days prior to the date of the request and a balance
sheet of the corporation as of the end of such period. The statement shall be
delivered or mailed to the person making the request within thirty days
thereafter. A copy of the statements shall be kept on file in the principal
executive office of the corporation for twelve months and they shall be
exhibited at all reasonable times to any shareholder demanding an examination of
them or a copy shall be mailed to such shareholder.
(c) The corporation shall, upon 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 the period. The quarterly income statements and balance sheets shall be
accompanied by the report thereon; if any, of any independent accountants
engaged by the corporation or by the certificate of an authorized officer of the
corporation or by the certificate of an authorized officer of the corporation
that such financial statements were prepared without audit from the books and
records of the corporation.
Section 5. CONTRACTS. Except as otherwise provided in the
bylaws, the board of directors 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 such authority may be general or confined to
specific instances; and, unless so authorized by the board of directors, 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 to any amount, except as otherwise provided by law.
Section 6. STOCK CERTIFICATES.
(a) 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
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the secretary or assistant secretary, certifying the number of shares and the
class or series of shares owned by the shareholder. Any 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
shall have ceased to be such officer, 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.
(b) Any such certificate shall also contain any legend or other
statement required by Sections 417 or 418 of the Corporations Code, by the
Corporate Securities Law of 1968, and by the federal securities laws. This shall
include, without limitation, any statement required by the existence of any
agreement between the corporation and the proposed issuee of a certificate.
(c) Certificates for shares may be issued prior to full payment under
such restrictions and for such purposes as the board of directors or the bylaws
may provide; provided, however, that any such certificate so issued prior to
full payment shall state on the face thereof the amount remaining unpaid and the
terms of payment thereof.
Section 7. TRANSFER ON THE BOOKS.
(a) Upon surrender to the secretary or transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the secretary or
transfer agent shall issue a new certificate to the person entitled thereto. A
person in whose name shares of stock stand on the books of the corporation shall
be deemed the owner thereof as regards the corporation; provided that whenever
any transfer of shares shall be made for collateral security, and not
absolutely, and written notice thereof shall be given to the secretary of the
corporation or its transfer agent, such fact shall be stated in the entry of the
transfer.
(b) When a transfer of shares is requested and there is reasonable
doubt as to the right of the person seeking the transfer, the corporation or its
transfer agent, before recording the transfer of the shares on its books or
issuing any certificate therefor, may require from the person seeking the
transfer reasonable proof of his right to the transfer, or may require adequate
security or a bond of indemnity executed by a corporate surety or by two
individual sureties satisfactory to the corporation as to form, amount, and
responsibility of sureties. The bond shall be conditioned to protect the
corporation, its officers, transfer agents, and registrars, or any of them,
against any loss, damage, expense, or other liability to the owner of the shares
by reason of the recordation of the transfer or the issuance of a new
certificate for shares.
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Section 8. LOST, STOLEN AND DESTROYED CERTIFICATES. The holder
of any certificate for shares of the corporation shall immediately notify the
corporation of any loss, theft or destruction of such certificate, and the
corporation may issue a new certificate to replace such certificate alleged to
have been lost, stolen or destroyed. The board of directors may, in its
discretion, require the owner of the lost, stolen or destroyed certificate or
his legal representative to give the corporation a bond in such sum and with
such surety or sureties, as it may direct, to indemnify the corporation, its
transfer agent and registrar against any claim that may be made against it on
account of or arising out of the alleged loss, theft or destruction of any such
certificate or the issuance of the new certificate.
Section 9. COMPULSORY EXCHANGE OF CERTIFICATES. When the
articles of incorporation are amended in any way affecting the statement
contained in the certificates for outstanding shares, or when, in the discretion
of the board of directors, it becomes desirable for any reason to cancel any
outstanding certificate for shares and issue a new certificate therefor
conforming to the rights of the holder, the board of directors may order any
holder of outstanding certificates for shares to surrender and exchange them for
new certificates within a reasonable time to be fixed by the board of directors.
Such order may provide that a holder of any certificate so ordered to be
surrendered is not entitled to vote or to receive dividends or to exercise any
of the other rights of shareholders of record until he has complied with the
order, but such order shall operate to suspend such rights only after notice and
until compliance.
Section 10. INSPECTION OF BY-LAWS. The secretary shall keep at
the principal executive office in California, or if the principal executive
office is not in California, then at the principal business office in
California, the original or a copy of the bylaws as amended to date, certified
by the secretary, which shall be available for inspection by the shareholders at
all reasonable times during office hours. If the corporation has neither a
principal executive office nor a principal business office in California, it
shall furnish a copy of the bylaws as amended to date to any shareholder who
makes a written request for such bylaws.
Section 11. INDEMNIFICATION. The corporation shall indemnify any
officer, director or other agent of the corporation who has been successful on
the merits in defense of any proceeding referred to in Subsections 317(b) or (c)
of the Corporations Code, or in defense of any claim, issue or matter in such
proceeding, against expenses actually and reasonably incurred by the agent in
connection therewith. The corporation may also indemnify, or purchase and
maintain insurance for, any officer, director, or other agent, to the extent
permitted by Section 317 of the Corporations Code.
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Section 12. CONSTRUCTIONS AND DEFINITIONS. Unless the content otherwise
requires, the general provisions, rules of construction and definitions
contained in the California Corporations Code shall govern the construction of
these bylaws.
ARTICLE VI
AMENDMENTS
Section 1. AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or
these bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the corporation's articles of incorporation set forth the
number of its authorized directors, the authorized number of directors may be
changed only by an amendment of the articles of incorporation.
Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the
shareholders as provided in Section 1 of this Article VI, new bylaws may be
adopted or these bylaws amended or repealed by the board of directors, provided
that no such bylaw may change the authorized number of directors of the
corporation except that, if the corporation has a variable board of directors,
such bylaw may fix the exact number of directors within the limits specified in
the articles of incorporation or in Section 2 of Article III of the bylaws.
CERTIFICATE OF SECRETARY
THE UNDERSIGNED DOES HEREBY CERTIFY:
That I am the duly elected, qualified and acting Secretary of AIB CORP., a
California corporation, and that the above and foregoing Bylaws were adopted as
the Bylaws of said corporation on April 15, 1984 by the directors of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April, 1984.
Fradelle Rosenberg
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Fradelle Rosenberg, Secretary
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