EXHIBIT 3.2
BYLAWS FOR THE REGULATIONS, EXCEPT AS
OTHERWISE PROVIDED BY STATUTE OR ITS
ARTICLES OF INCORPORATION,
WITH RESTATED SECTIONS 3.2 AND 3.3 AS OF JULY 23, 2002 OF
COMMERCIAL CAPITAL BANCORP, INC.
(a Nevada corporation)
ARTICLE I
Offices
Section 1.1 Registered Office. The registered office of the
corporation shall be located at 318 North Carson Street, Suite 208, Carson,
Nevada 89701.
Section 1.2 Other Office. The corporation may also have offices
within and without the State of Nevada as the Board of Directors may from time
to time determine or the business of the corporation may require.
Section 1.3 Principal Executive Office. The principal executive
office of the corporation is hereby fixed and located at One Venture, Suite 300,
Irvine, California 92618. The board of directors is hereby granted full power
and authority to change said principal executive office from one location to
another, subject to all regulatory approvals. Any such change shall be noted on
the Bylaws by the Secretary, opposite this section, or this section may be
amended to state the new location.
ARTICLE II
Meetings of Shareholders
Section 2.1 Place of Meetings. All annual or other meetings of
shareholders shall be held at such place within or without the State of Nevada
which may be designed either by the board of directors or by the written consent
of all persons entitled to vote thereat and not present at the meeting, given
either before or after the meeting and filed with the Secretary of the
corporation.
Section 2.2 Annual Meetings. The annual meetings of shareholders
shall be held on the 3/rd/ Wednesday of each April at 10:00 a.m., local time,
provided, however, that should said day fall upon a legal holiday, then any such
annual meeting of shareholders shall be held at the same time and place on the
next day thereafter ensuing which is a full business day; provided further, that
the board of directors may, by resolution adopted prior to the date fixed herein
for an annual meeting, change the time and date for any annual meeting of the
shareholders to, any day which is not a legal holiday and is not more than 15
months after the date of the preceding annual meeting of shareholders. 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.
Written notice of each annual meeting shall be given to each
shareholder entitled to vote, either personally or by first class 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. 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 of 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. 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 some newspaper of general circulation
in the county in which said principal executive office is located.
All such notices shall be given to each shareholder entitled thereto
not less than ten (10) days nor more than sixty (60) days before each annual
meeting. Any such 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
the notice.
Such notices shall specify:
(a) the place, the date, and the hour of such meeting;
(b) those matters which the board, at the time of the mailing of the
notice, intends to present for action by the shareholders;
(c) if directors are to be elected, the names of nominees intended at
the time of the notice to be presented by management for election and a copy of
Section 2.11 of these Bylaws;
(d) the general nature of a proposal, if any, to take action with
respect to approval of, (i) a contract or other transaction with an interested
director, (ii) amendment of the articles of incorporation (iii) a reorganization
of the corporation (iv) voluntary dilution of the corporation, or (v) a
distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, if any; and
(e) such other matters, if any, as may be expressly required by
statute.
Any information contained in a proxy statement sent with such notice
or "other" soliciting material sent with the notice shall be deemed to be a part
of the notice.
Section 2.3 Special Meeting. Special meetings of the shareholders,
for the purpose of taking any action permitted by the shareholders under the
Nevada Revised Statutes and the Articles of Incorporation of this corporation,
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 (10%) of the votes at the meeting. Upon request in writing that a
special meeting of shareholders be called for any proper purpose, directed to
the chairman of the board, president, vice-president or secretary by any person
(other than the board) entitled to call a special meeting of shareholders, the
officer forthwith shall cause notice to be given to shareholders entitled to
vote that a meeting will be held at a time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60)
days after receipt of the request. Except in special cases where other express
provision is made by statute, notice of such special meetings shall be given in
the same manner as for annual meetings of shareholders. In addition to the
matters required by items (a), (b) if applicable, and (c) of the preceding
Section, notice of any special meeting shall specify the general nature of the
business to be transacted, and no other business may be transacted at such
meeting except such business as properly relates to the procedural conduct of
such meeting and is within the powers of the shareholders.
Section 2.4 Quorum. 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, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.
Section 2.5 Adjourned Meeting and Notice Thereof. Any shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy thereat, but in the absence
of a quorum no other business may be transacted at such meeting, except as
provided in Section 2.4 above.
When any shareholders' meeting, either annual or special, is adjourned
for forty-five days or more, 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 2.6 Voting. Unless a record date for voting purposes be
fixed as provided in Section 5.1 of Article V of these Bylaws, then, subject to
the provisions of the Nevada Revised Statutes (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, and
such day shall be the record date for such meeting. Such vote may be oral or by
ballot; provided, however, that all elections for directors
must be by ballot upon demand made by a shareholder at any election and before
the voting begins. If a quorum is present, except with respect to election of
directors, 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,
unless the vote of a greater number or voting by classes is required by the
Nevada Revised Statutes, or the Articles of Incorporation.
Section 2.7 Validation of Defectively Called or Noticed Meeting. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present either in person or by proxy,
and if, either before or after the meeting, each 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 to particular
matters of business legally required to be included in the notice, but not so
included, signs a 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 annual or
special meeting of shareholders, except that if action is taken or proposed to
be taken for approval of any of those matters specified in Section 2.2(d) of
Article 11, the waiver of notice or consent shall state the general nature of
the proposal. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the meeting.
Section 2.8 Action Without Meeting. Directors may be elected without
a meeting by a consent in writing, setting forth the action so taken, signed by
all of the persons who would be entitled to vote for the election of directors;
provided that, without notice, a director may be elected at any time to fill a
vacancy (other than one created by removal) not filled by the directors, by the
written consent of persons holding a majority of the outstanding shares entitled
to vote for the election of directors.
Any other action which, under Chapter 78 of the Nevada Revised
Statutes, may be taken at a meeting of the shareholders, may be taken without a
meeting, and without notice except as hereinafter set forth, 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 action at a meeting at which all shares
entitled to vote thereon were present and voted. Unless the consents of all
shareholders entitled to vote have been solicited in writing:
(a) Notice of any proposed shareholder approval of, (i) a contract or
other transaction with an interested director, (ii) indemnification of an agent
of the corporation as authorized by Section 3.15, of Article III, of these
Bylaws, (iii) a reorganization of the corporation as defined in the Nevada
Revised Statutes, or (iv) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares, if any, without a meeting by
less than unanimous written consent, shall be given at least ten (10) days
before the consummation of the action authorized by such approval; and
(b) Prompt notice shall be given of the taking of any other corporate
action approved by shareholders without a meeting by less than unanimous written
consent, to those shareholders entitled to vote who have not consented in
writing. Such notices shall be given in the manner and shall be deemed to have
been given as provided in Section 2.2 of Article 11 of these Bylaws.
Unless, as provided in Section 5.1 of Article V of these Bylaws, the
board of directors has fixed a record date for the determination of shareholders
entitled to notice of and to give such written consent, 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.
Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares, or a personal representative of the
shareholder, or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents by
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 2.9 Proxies. Every person entitled to vote 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. Any proxy duly executed is not revoked and
continues 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 vote pursuant thereto is counted; provided, that no such proxy shall
be valid after the expiration of eleven (11) months from the date of its
execution, unless the person executing it specifics therein the length of time
for which such proxy is to continue in force; provided further, that an
irrevocable proxy satisfying the requirements of the Nevada Revised Statutes
shall not be revoked except in accordance with its terms or if it becomes
revocable under the provisions of the Nevada Revised Statutes.
Section 2.10 Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any persons as inspectors of
election to act at such meeting or any adjournment thereof. If inspectors of
election be not so appointed, the chairman of any such meeting may, and on the
request of any shareholder or his proxy shall, make such appointment the
meeting. The number of inspectors shall be either one (1) or three (3). 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 (1) or three (3) 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 a shareholder's 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.
The duties of such inspectors shall include: determining the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the authenticity, validity and effect of
proxies; receiving votes, ballots or consents; hearing and determining all
challenges and questions in any way arising in connection with the right to
vote; counting and tabulating all votes or consents; determining when the polls
shall close; determining the result; and such acts as may be proper to conduct
the election or vote with fairness to all shareholders. In the determination of
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 envelopes in which they are mailed. In making their
determinations, the inspectors may consider whether proxies were solicited in
accordance with applicable provisions of law.
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 arc 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 2.11 Nomination of Directors. Nominations for election of
members of the board of directors may be made by the board of directors or by
any shareholder of any outstanding class of capital stock of the corporation
entitled to vote for the election of directors. Notice of intention to make any
nominations (other than for persons named in the notice of the meeting at which
such nomination is to be made) shall be made in writing and shall be delivered
or mailed to the Chairman/Chief Executive Officer or the Vice Chairman/President
of the corporation by the later of the close of business 21 days prior to any
meeting of shareholders called for the election of directors or 10 days after
the date of mailing of notice of the meeting to shareholders. Such notification
shall contain the following information to the extent known to the notifying
shareholder: (a) the name and address 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 shareholder, (e) the number of shares of
capital stock of the corporation owned by the notifying shareholder; (f) with
the written consent of the proposed nominee, a copy of which shall be furnished
with the notification, whether the proposed nominee has ever been convicted of
or pleaded nolo contenders to any criminal offense involving dishonesty or
breach of trust, filed a petition in bankruptcy, or been adjudged bankrupt. The
notice shall be signed by the nominating shareholder and by the nominee.
Nominations not made in accordance herewith 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 restrictions set forth in
this paragraph shall not apply to nomination of a person to replace a proposed
nominee who has died or otherwise become incapacitated to serve as a director
between the last day for giving notice hereunder and the date of election of
directors if the procedure called for in this paragraph was followed with to the
respect nomination of the proposed nominee.
ARTICLE III
Directors
Section 3.1 Powers. Subject to limitations of the Articles of
Incorporation and of the Nevada Revised Statutes as 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, to wit:
First - To select and remove all the officers, agents and employees of
the corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Articles of Incorporation or the Bylaws, fix
their compensation and require from them security for faithful service.
Second - 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, as
they may deem best.
Third - To change the principal executive office and principal office
for the transaction of the business of the corporation from one location to
another as provided in Article I, Section 1.3, hereof; to fix and locate from
time to time one or more subsidiary offices of the corporation within or without
the State of Nevada, as provided in Article I, Section 1.2, hereof; to designate
anyplace within or without the State of Nevada for the holding of any
shareholders' meeting or meetings; and 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 law.
Fourth - To authorize the issuance of shares of stock of the
corporation from time to time, upon such terms as may be lawful.
Fifth - 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 evidence of debt and securities therefor.
Sixth - By resolution adopted by a majority of the authorized number
of directors, to designate executive and 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 otherwise prescribe the manner of proceedings of
any such committees, meetings of such committees may be regularly scheduled in
advance and may be called at any time by the chairman or any two members
thereof; unless the board of directors otherwise prescribes, the other
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:
(i) the approval of any action for which the Nevada Revised
Statutes or the Articles of Incorporation also requires shareholder approval,
(ii) the filling of vacancies on the board or in any committee;
(iii) the fixing of compensation of the directors for serving on
the board or on any committee;
(iv) the adoption, amendment or repeal of the board;
(v) the amendment or repeal of any resolution or bylaw,
(vi) any distribution to the shareholders, except at a rate or
in a periodic amount or within a price range determined by the board;
(vii) the appointment of other committees of the board or the
members thereof; and
(viii) taking any action which requires approval of a specified
number or portion of the directors under any provision of law or regulation or
the Articles of Incorporation.
Section 3.2 Number and Qualification of Directors. The authorized
number of directors of the corporation shall be not less than five (5) nor more
than fifteen (15). The exact number of directors shall be fixed, from time to
time, within the limits specified in this Section 3.2, (i) by a resolution duly
adopted by the board of directors, or (ii) by a bylaw or amendment thereof duly
adopted by the vote of the holders of a majority of the outstanding shares
entitled to vote or written consent of the holders of a majority of the
outstanding shares entitled to vote.
Subject to the foregoing provisions for changing the number of
directors, the number of directors of this corporation has been fixed at seven
(7).
Section 3.3 Election and Term of Office In the event that the
authorized number of directors shall be fixed at (9) or more, the board of
directors shall be divided into three classes: Class I, Class II and Class III,
each consisting of a number of directors as nearly as practicable to one-third
of the total number of directors. Directors in Class I shall initially serve for
a term expiring at the Annual Meeting of Shareholders held in 2004. Directors in
Class II shall initially serve for a term expiring at the Annual Meeting of
Shareholders held in 2005. Directors in Class III shall initially serve for a
term expiring at the Annual Meeting of Shareholders held in 2003. Thereafter,
each director shall serve for a term ending at the third annual meeting
following the annual meeting at which such director was elected. In the event
that the authorized number of directors shall be fixed with at least five (5),
but less than nine (9), the board of directors shall be divided into two
classes, designated Class I and Class II, each consisting of one-half of the
directors or as close an approximation as possible. At each annual meeting, each
of the successors to the directors of the class whose term shall have expired at
such annual meeting shall be elected for a term running until the second annual
meeting next succeeding his or her election and until his or her successor shall
have been duly elected. The
foregoing notwithstanding, each director shall serve until his or her successor
shall have been duly elected and qualified, unless such director shall resign,
die, become disqualified or disable, or shall otherwise be removed.
At each annual election, the directors chosen to succeed those whose
terms then expire shall be identified as being of the same class as the
directors they succeed, unless, by reason of any intervening changes in the
authorized number of directors, the board of directors shall designate one or
more directorships whose term then expires as directorships of another class in
order to more nearly achieve equality in the number of directors among the
classes. When the board of directors fills a vacancy resulting from the
resignation, death, disqualification or removal of a director, the director
chosen to fill that vacancy shall be of the same class as the director he or she
succeeds, unless, by reason of any previous changes in the authorized number of
directors, the board of directors shall designate the vacant directorship as a
directorship of another class in order to more nearly achieve equality in the
number of directors among the classes.
Notwithstanding the rule that the classes shall be as nearly equal in
number of directors as possible, in the event of any change in the authorized
number of directors, each director then continuing to serve as such will
nevertheless continue as a director of the class of which he or she is a member,
until the expiration of his or her current term, or until such director's
earlier resignation, death, disqualification or removal. If any newly created
directorship or vacancy on the board of directors, consistent with the rule that
the three classes shall be as nearly as equal in number of directors as
possible, may be allocated to one or more classes, the board of directors shall
allocate it to that of the available class whose term of office is due to expire
at the earlier date following such allocation.
The election of directors shall not be by cumulative voting. At each
election of directors, each shareholder entitled to vote may vote all the shares
held by that shareholder for each of several nominees for director up to the
number of directors to be elected. The shareholder may not cast more votes for
any single nominee than the number of shares by the shareholder.
Section 3.4 Vacancies. A vacancy in the board of directors shall be
deemed to exist (i) in case of the death, resignation or removal of any
director, (ii) if a director has been declared of unsound mind by order of court
or convicted of a felony, (iii) if the authorized number of directors be
increased, or (iv) 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 number of directors of the corporation shall be such number, ,as
shall be provided from time to time in the Bylaws; provided, however, that no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director, and provided further, that no action shall be taken
to decrease or increase the number of directors within the range stated in the
Bylaws unless at least two-thirds of the directors then in office shall concur
in
said action. Vacancies in the board of directors of corporation, however caused,
and newly created directorship shall be filled by a vote of two-thirds of the
directors then in office, whether or not a quorum, and any director so chosen
shall hold office for a term expiring at the annual meeting of stockholders at
which the term of the class to which the director has been chosen expires and
when the director's successor is elected and qualified.
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 specifics 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, as provided in the previous paragraph.
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 3.5 Place of Meeting. Regular meetings of the board of
directors shall be held at any place within or without the State of Nevada which
has ban 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 so designated,
within or without the State of Nevada, or at the principal executive office.
Section 3.6 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 3.7 Other Regular Meetings. Other regular meetings of the
board of directors shall be held without call on the 3rd Wednesday of each
month, at 9:00 a.m. (unless another date and time is fixed by the board);
provided, however, should said day 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. Notice of all such regular meetings of the board of directors
is hereby dispensed with.
Section 3.8 Special Meetings. Special meetings of the board of
directors for any purpose or purposes shall be called at any time by the
chairman of the board, the president, or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to each director or communicated to each director orally,
by telephone, or by telegraph or mail, charges prepaid, addressed to him at his
address as it is shown upon the records of the corporation or, if it is not so
shown on such records or is not readily ascertainable, at the place at which the
meetings of the directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or delivered to the
telegraph company in the place in which the principal executive office of the
corporation is located at least
forty-eight hours prior to the time of the holding of the meeting. In case such
notice is delivered personally or by telephone, as above provided, it shall be
so delivered at least twenty-four hours prior to the time of the holding of the
meeting. Such mailing, telegraphing or delivery, personally, orally or by
telephone, as above provided, shall be due, legal and personal notice to such
director.
Any notice shall state the date, place and hour of the meeting and may
state the general nature of the business to be transacted, and other business
may be transacted at the meeting.
Section 3.9 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 such
directors.
Section 3.10 Action at a Meeting: Quorum and Required Vote. Presence
of a majority of the authorized number directors at a meeting of the board of
directors constitutes a quorum for the transaction of business, except as
hereinafter provided, or as provided in the Articles of Incorporation or
Statute. 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. Except as provided in the Articles of Incorporation, Statute or Bylaws,
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, unless a greater number, or the same number after
disqualifying one or more directors from voting, is required by law, by the
Articles of Incorporation, or by these Bylaws. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of director, provided that any action taken is approved by at least a
majority of the required quorum for such meeting.
Section 3.11 Validation of Defectively Called or Noticed Meeting. The
transactions of any meeting of the board of directors, however called and
noticed or wherever held, shall be as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present and if, either before or
after the meeting, each of the directors not present or who, though present, has
prior to the meeting or at its commencement, protested the lack of proper notice
to him, (i) signs a written waiver of notice or a consent to holding such
meeting or an approval of the minutes thereof, or (ii) waives notice and
withdraws his objection. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
Attendance of a director at any meeting shall constitute a waiver of
notice of such meeting, unless a director attends for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called, noticed, or convened, provided, however, if after stating his objection,
the objecting director continues to attend and by his attendance participates in
any matters other than those to which he objected, he shall be deemed to have
waived notice of such meeting and withdrawn his objections.
Section 3.12 Adjournment. A majority of the directors present at any
director's meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the board.
Section 3.13 Notice of Adjournment. If the meeting is adjourned for
more than 24 hours, notice of any adjournment to another time or place must 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 meeting adjourned.
Section 3.14 Fees and Compensation. Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
board.
Section 3.15 Indemnification of Agents of the Corporation: Purchase
of Liability Insurance.
(a) The corporation shall, to the maximum extent and in the manner
permitted by the General Corporation Law of the State of Nevada (the "Code"),
indemnify each of its directors against expenses, judgments, fines, settlements,
and other amounts actually and reasonably incurred in connection with any
proceeding, arising by reason of the fact that such person is or was an agent of
the corporation. For purposes of this Section 3.15 a "director" of the
corporation includes any person (i) who is or was serving at the request of the
corporation as a director of another corporation, partnership, joint venture,
trust or other enterprise, or (ii) who was director of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.
(b) The corporation shall have the power, to the extent and in the
manner permitted by the Code, to indemnify each of its officers, employees and
agents against expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an officer, employee or agent of
the corporation. For purpose of this Section 3.15, an "officer", "employee" or
"agent" of the corporation includes any person (i) who is or was an officer,
employee, or agent of the corporation, (ii) who is or was serving at the request
of the corporation as an officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was an
officer, employee or agent of the corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.
(c) Expenses incurred in defending any civil or criminal action or
proceeding for which indemnification is required pursuant to Section 3.15 shall
be paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of the indemnified
party to repay such amount if it shall ultimately Be determined that the
indemnification party is not entitled to be indemnified as authorized in this
Section 3.15. Expenses incurred in defending any civil or criminal action or
proceeding for which indemnification is permitted pursuant to Section 3.15 may
be paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on
behalf of the indemnified party to repay such amount if it shall ultimately be
determined that the indemnified party is not entitled to be indemnified as
authorized in this Section 3.15.
(d) The indemnification provided by this Section 3.15 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 that such
additional rights to indemnification are authorized in the Articles of
Incorporation.
(e) The corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was an agent of the corporation
against any liability asserted against or incurred by such person in such
capacity or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Section 3.15.
(f) No indemnification or advance shall be made under this Section
3.15, except where such indemnification or advance is mandated by law or the
order, judgment or decree of any court of competent jurisdiction, in any
circumstance where it appears:
(1) That it would be inconsistent with a provision of the
Articles of Incorporation, these Bylaws, a resolution of the shareholders or an
agreement in effect at the time of the accrual of the alleged cause of the
action asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or
(2) That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.
ARTICLE IV
Officers
Section 4.1 Officers. The officers of the corporation shall be a
chairman of the board and chief executive officer; a vice chairman and
president; an executive vice president and treasurer, an executive vice
president and chief financial officer; and a secretary. The corporation may also
have, at the discretion of the board of directors, one or more additional vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section. 4.3 of this Article IV. One person may hold two or more offices, except
that the offices of chief executive officer and secretary shall not be held by
the same person.
Section 4.2 Election. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 4.3 or
Section 4.5 of this Article, shall be chosen annually by the board of directors,
and each shall hold his office until he shall resign or shall be removed or
otherwise disqualified to serve, or his successor shall be elected and
qualified.
Section 4.3 Subordinate Officers, Etc. The board of directors may
appoint, and may empower the chairman of the board/chief executive officer 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 4.4 Removal and Resignation. Any officer may be removed,
either with or without cause, by the board of directors, at any regular or
special meeting thereof 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 (subject, in each case, to the rights, if any, of an
officer under any contract of employment).
Any officer may resign at any time by giving written notice to the
board of directors or to the chairman of the board, or to the secretary of the
corporation, without prejudice however, to the rights, if any, of the
corporation 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 4.5 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 4.6 Chairman of the Board/Chief Executive Officer. The
chairman of the board 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 at all
meetings of the board of directors. He shall be ex-officio a member of all the
standing committees (except the audit committee), including the executive
committee, if any, and shall have the general powers, and duties of management
usually vested in the office of chief executive officer of a corporation, and
shall have such other powers and duties as may be prescribed by the board of
directors or the Bylaws. He shall also exercise and perform such other powers
and duties as may be from time to time assigned to him by the board of directors
or prescribed by the Bylaws.
Section 4.7 Vice Chairman and President. The president shall act as
the chief executive officer of the corporation during any times the chairman and
chief executive officer is unavailable to so serve. He shall also exercise and
perform such other powers and duties as may be from time to time assigned to him
by the board of directors or prescribed by the Bylaws.
Section 4.8 Vice President. In the absence or disability of the
chairman of the board and the president, the vice presidents in order of their
rank as fixed by the board of directors or, if not ranked, the vice president
designated by the board of directors, shall perform all the duties of the
chairman and the president, and when so acting shall have all the powers of and
be subject to all the restrictions upon the chairman and 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.
Section 4.9 Secretary. The secretary shall record or cause to be
recorded, and shall keep or cause to be kept, at the principal executive office
and such other place as the board of directors may order, a book of minutes of
actions taken at all meetings of 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 director's meetings, the
number of shares present or represented at shareholder's meetings, and the
proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent, a share
register, or a duplicate share register, 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 the same, and the number and date of
cancellation of every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all the
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 have such other powers and perform such other duties as
may be prescribed by the board of directors or by the Bylaws.
Section 4.10 Chief Financial Officer. The chief financial officer
shall be the chief financial officer of the corporation and shall keep and
maintain, or cause to be kept and maintained, adequate and correct accounts of
the properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares. The books of account shall at all reasonable times be open
to inspection by any director.
The chief financial officer shall cause all moneys and other valuables
to be deposited 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 chairman, 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, and shall have such other powers and
perform such other duties as may be prescribed by the board of directors or the
Bylaws.
ARTICLE V
Miscellaneous
Section 5.1 Record Date. The board of directors may fix a time in
the future as a record date for the determination of the shareholders entitled
to notice of and to vote at any meeting of shareholders or entitled to give
consent to corporate action in writing without a meeting, to receive any report,
to receive any dividend or distribution, or any allotment of rights, or to
exercise rights in respect to any change, conversion, or exchange of shares. The
record date so fixed shall be not more than sixty (60) days nor less than ten
(10) days prior to the date of any meeting, nor more than sixty (60) days prior
to any meeting or any other event for the purpose of which it is fixed. When a
record date is so fixed, only shareholders of record on that date 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, 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 of Incorporation or Bylaws.
Section 5.2 Inspection of Corporate Records. 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 this corporation and
any subsidiary of this 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.
Section 5.3 Checks, Drafts, Etc. 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.
Section 5.4 Annual and Other Reports. The board of directors of the
corporation shall cause an annual report to be sent to the shareholders not
later than 120 days after the close of the fiscal or calendar year. The
requirement for such annual report is dispensed with so long as this corporation
has less than 100 shareholders of record. Such report shall contain a balance
sheet as of the end of such fiscal year and an income statement and statement of
changes in financial position for such fiscal year, accompanied by any report
thereon of independent accountants or, if there is no such report, the
certificate of an authorized officer of the corporation that such statements
were prepared without audit from the books and records of the corporation.
The corporation shall, upon the written request of any shareholder,
mail to the shareholder a copy of the last annual income statement which it has
prepared and a balance sheet as of the end of the period. The quarterly income
statements and balance sheets referred to in this section shall be accompanied
by the report thereon, if any, of any independent accountants engaged by the
corporation or 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 5.5 Contracts, Etc., How Executed. The board of directors,
except as in the Bylaws otherwise provided, 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.
Section 5.6 Certificate for 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 the secretary or any 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, 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.
Any such certificate shall also contain such legend or other statement
as may be required under the Nevada Revised Statutes, the federal securities
laws, and any agreement between the corporation and the issuee thereof.
No new certificate for shares shall be issued in lieu of an old
certificate unless the latter is surrendered and cancelled at the same time;
provided, however, that a new certificate will be issued without the surrender
and cancellation of the old certificate if (1) the old certificate is lost,
apparently destroyed or wrongfully taken; (2) the request for the issuance of
the new certificate is made within a reasonable time after the owner of the old
certificate has notice of its loss, destruction, or theft; (3) the request for
the issuance of a new certificate is made prior to the receipt of notice by the
corporation that the old certificate has been acquired by a bona fide purchaser;
(4) the owner of the old certificate files a sufficient indemnity bond with or
provides other adequate security to the corporation; and (5) the owner satisfies
any other reasonable requirements imposed by the corporation. In the event of
the issuance of a new certificate, the rights and liabilities of the
corporation, and of the holders of the old and new certificates, shall be
governed by the provisions of the Nevada Commercial Code.
Section 5.7 Representation of Shares of Other Corporation. The
chairman of the board, the president or any executive vice president, and the
secretary or any assistant secretary of this corporation, are authorized to
vote, represent and exercise on behalf of this corporation all rights incident
to any and all shares of any other corporation or corporations standing in the
name of this corporation. The authority herein granted to said officers to vote
or represent on behalf of this corporation any and all shares held by this
corporation any other corporation or corporations may be exercised either by
such officers in person or by any other person authorized so to do by proxy or
power of attorney duly executed by said officers.
Section 5.8 Inspection of Bylaws. The corporation shall keep in its
principal executive office in California, the original or a copy of the Bylaws
as amended or otherwise altered to date, certified by the secretary, which shall
be open to inspection by the shareholders at all reasonable times during office
hours.
Section 5.9 Construction and Definitions. Unless the context
otherwise requires, the general provisions, rules of construction and
definitions contained in the Nevada General Corporation Law shall govern the
construction of these Bylaws. Without limiting the generality of the foregoing,
the masculine gender includes the feminine and neuter, the singular number
includes the plural and .the plural number includes the singular, and the term
"person" includes a corporation as well as a natural person.
ARTICLE VI
Amendments
Section 6.1 Power of Shareholders. Except as provided in the
Articles of Incorporation, Statute, or these Bylaws, new Bylaws may be adopted
or these Bylaws may be amended or repealed by the affirmative vote of a majority
of the outstanding shares entitled to vote, or by the written assent of
shareholders entitled to vote such shares, except as otherwise provided by law
or by the Articles of Incorporation.
Section 6.2 Power of Directors. Subject to the right of shareholders
as provided in Section 6.1 of this Article VI to adopt, amend or repeal Bylaws,
Bylaws may be adopted, amended or repealed by the board of directors provided,
however, that the board of directors may adopt a bylaw or amendment thereof
changing the authorized number of directors only for the purpose of fixing the
exact number of directors within the limits specified in the articles of
incorporation or in Section 3.2 of Article III of these Bylaws.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am duly elected, qualified, and acting secretary of
Commercial Capital Bancorp, a Nevada corporation; and
2. That these Bylaws, consisting of 18 pages, constitute the Bylaws
of the said corporation as duly adopted by action of the board of directors of
the corporation duly taken on June 21, 1999.
IN WITNESS HEREOF, I have hereunto subscribed my name and affix the
seal of said corporation this 24th day of June, 1999.
/s/ Christopher G. Hagerty
Christopher G. Hagerty, Secretary