EXHIBIT 3.6(b)
August 31, 1988
BY-LAWS
OF
COAST COMPOSITES, INC.
ARTICLE I
OFFICES
Section 1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office for
the transaction of the business of the corporation shall be located at such
place within or without the State of California as shall be fixed from time to
time by the board of directors.
Section 2. OTHER OFFICES. Branch offices may at any time be established by
the board of directors at any place or places where the corporation is qualified
to do business.
ARTICLE II
NUMBER OF DIRECTORS
The authorized number of directors of the corporation shall be not less than
three nor greater than seven, until changed by a bylaw duly adopted by the
shareholders.
[Adopted by the Sole Stockholder on May 20, 1998.]
ARTICLE III
MEETINGS OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS. All annual meetings of shareholders and all
other meetings of shareholders shall be held at any place within or without the
State of California which may be designated by the board of directors, or by the
written consent of all persons entitled to vote thereat, given either before or
after the meeting and filed with the Secretary of the corporation. Absent such
designation or written consent, meetings shall be held at the principal
executive office.
Section 2. ANNUAL MEETINGS. The annual meeting of shareholders of this
corporation shall be held on such date and at such time as may be designated
from time to time by the board of directors. At the annual meeting directors
shall be elected, and any other business may be transacted which is within the
power of the shareholders and allowed by law, provided, however, that unless the
notice of meeting, or the waiver of notice of such meeting, sets forth the
general nature of any proposal to (i) approve or ratify a contract or
transaction with a director or with a corporation, firm or association in which
a director has an interest, (ii) amend the Articles of Incorporation of this
corporation; (iii) approve a reorganization or merger involving this
corporation; (iv) elect to wind up and dissolve this corporation; or (v) effect
a plan of distribution upon liquidation otherwise than in accordance with
liquidation preferences of
outstanding shares with liquidation preferences, no such proposal may be
approved at an annual meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose whatsoever , may be called at any time by the chairman of the board, if
any, by the president, by the board of directors, by any two (2) directors, or
by one or more shareholders holding not less than one-tenth (1/10) of the voting
power of the corporation. Upon request in writing specifying the general purpose
of such meeting, to the chairman of the board (if any), president, vice
president or secretary, by any person entitled to call a special meeting of
shareholders, the officer receiving such notice forthwith shall cause notice to
be given to the shareholders entitled to vote at such meeting, that a meeting
will be held at the time requested by the person or persons requesting a
meeting, which date shall be not less than thirty-five (35) nor more than sixty
(60) days after the receipt by such officer of the request. No business shall be
transacted at a special meeting unless its general nature shall have been
specified in the notice of such meeting; provided, however, that any business
may be validly transacted if the requirements for such validity, as provided in
Section 11 of this Article, are met.
Section 4. NOTICE OF MEETINGS, ANNUAL OR SPECIAL. Except as otherwise
provided by law, notice of all meetings of shareholders shall be given in
writing to shareholders entitled to vote at the meetings by the secretary, or
assistant-secretary, or transfer agent (if so authorized by the board of
directors) or in the case of the neglect or refusal or other failure so to do by
such persons by any director. A notice may be given to any shareholder either
personally or by mail, or by other means of written communication (including
cable, telegram or telex), charges prepaid, addressed t the shareholder at the
address of such shareholder appearing on the books of the corporation or given
by the shareholder to the corporation for the purpose of notice. If a
shareholder gives no address, constructive notice may be given to him as
provided by the California Corporations Code. Notice of any meeting of
shareholders shall be sent to each shareholder entitled thereto not less than
ten (10) nor more than sixty (60) days before the meeting. The notice shall be
deemed given at the time when delivered personally or when deposited in the mail
or sent by other means of written communication. Such notice shall specify the
place, the day and the hour of the meeting and (i) in the case of a special
meeting, the general nature of the business to be transacted, (ii) in the case
of an annual meeting, those matters which the corporation's board of directors
intends, at the time of the giving of the first of such notices, to present to
the shareholders for action, and (iii) in the case of a meeting at which
directors are to be elected, the names of nominees which management, at the time
of the giving of the first of such notices, intends to present to the
shareholders for election. Proof that notice was given shall be made by
affidavit of the secretary, assistant-secretary, transfer agent, or director, or
of the person acting under the direction of any of the foregoing, who gives such
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notice, and such proof of notice shall be made a part of the minutes of the
meeting. Such affidavit shall be prima facie evidence of the giving of such
notice. Attendance at and presence of a shareholder at a meeting shall
constitute a waiver of notice of such meeting except when the person objects, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened and except that attendance at a
meeting is not a waiver of any right to object to the consideration of matters
not included in the notice if such objection is especially made at the meeting.
If any shareholder shall, in person, by attorney thereunto duly authorized, or
by a written communication, waive notice of any meeting of shareholders, notice
of such meeting need not be given him. It shall not be necessary to state in a
notice of any meeting of shareholders as a purpose thereof any matter relating
to the procedural aspects of the conduct of such meeting.
Section 5. PERSONS ENTITLED TO VOTE. Except as otherwise provided by law,
and except when a record date has been fixed, 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 is given,
shall be entitled to notice of a shareholders' meeting, or to vote at such
meeting. In the event notice is waived, 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 the meeting is
held, shall be entitled to vote.
Section 6. 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 receive any
dividend or distribution, or to any change, conversion, or exchange of shares.
The record date so fixed shall be note more than sixty (60) days nor less than
ten (10) days prior to the date of the meeting or event for the purposes for
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 the meeting or to receive
the dividend, distribution, or allotment of rights, or to exercise the rights,
as the case may be, notwithstanding any transfer of any shares on the books of
the corporation after the record date. In the event any meeting of shareholders
is adjourned for more than forty-five (45) days, the board shall fix a new
record date for purposes of giving notice of, and determining the holders of
shares entitled to vote at such adjourned meeting.
Section 7. PRESIDING OFFICER. Unless the board of directors shall otherwise
provide in advance of any shareholders meeting, at each meeting of the
shareholders, the chairman of the board shall preside, or if none, or if absent
or unable to act, the president shall preside, or in the case of the absence or
inability
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to act of the chairman of the board and of the president, a vice president shall
preside, or in the case of the absence or inability to act of the chairman of
the board, president and a vice president, a director or shareholder, appointed
by the shareholders at the meeting, shall preside.
Section 8. QUORUM. The presence at a meeting in person or by proxy of the
persons entitled to vote a majority of the voting shares constitutes 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 such number of shareholders so as
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.
Except as otherwise provided by law, or in the Articles of Incorporation of this
corporation, the affirmative vote of a majority of the shares represented at a
meeting at which a quorum is present, shall be the act of the shareholder.
Section 9. ADJOURNMENT MEETINGS AND NOTICE THEREOF. Any shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by a vote of the majority of the shares present, in person or
by proxy. When a meeting is adjourned for forty-five (45) days or more, or if a
new record date for the adjourned meeting is fixed by the board of directors,
notice of the adjourned meeting shall be given to such shareholder of record
entitled to vote at the adjourned meeting, as in the case of any original
meeting. When a meeting is adjourned for less than forty-five (45) days, and a
new record date is not fixed by the board of directors, 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 at the
meeting at which the adjournment is taken, provided that only business which
might have been transacted at the original meeting may be conducted at such
adjourned meeting.
Section 10. VOTING. Unless otherwise provided by law or in the Articles of
Incorporation, each shareholder entitled to vote is entitled to one vote for
each share except that at any election for directors each shareholder may,
subject to the satisfaction of all statutory conditions precedent to the
exercise of such rights, 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 distribute his votes on the same
principle among as many candidates as he thinks fit. Any holder of shares
entitled to vote on any matter may vote part of his shares in favor of the
proposal and refrain from voting the remaining shares or vote them against the
proposal. If a shareholder fails to specify the number of shares he is voting
affirmatively, it will be conclusively presumed that
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the shareholder's approving vote is with respect to all shares which such
shareholder is entitled to vote.
Section 11. CONSENT OF ABSENTEES. The transactions of any meeting of
shareholders, however called and noticed, are as valid as though had at a
meeting duly held after regular call and notice, if a quorum is present either
in person or by proxy, and if, either before or after the meeting, each of the
persons entitled to vote, not present in person or by proxy, signs a written
waiver of notice, or a consent to the holding of 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. ACTION WITHOUT MEETING. Any action which, under any provision
of the General Corporations Law of the Corporations Code of the State of
California, may be taken at a meeting of the shareholders, may be taken without
a meeting and without prior notice, if a consent in writing, setting forth the
action so taken, shall be 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; provided, however, that unless the consents of all
shareholders entitled to vote have been solicited in writing, if any action is
approved by written consent of less than all shareholders entitled p to vote,
prompt notice shall be given (in the same manner as notice of meetings is to be
given), and within the time limits prescribed by law, of such action to all
shareholders entitled to vote who did not consent in writing to such action; and
provided further, that directors may be elected by written consent only if such
consent is unanimously given by all shareholders entitled to vote, except that
action taken by shareholders to fill one or more vacancies on the board, may be
taken by unanimous written consent of a majority of the shares entitled to vote
in such election.
Section 13. PROXIES. Every person entitled to vote or execute consents may
do so either in person or by one or more agents authorized by a written proxy
executed by the person or his duly authorized agent and filed with the secretary
of the corporation. A proxy is not valid after the expiration of eleven (11)
months from the date of its execution unless the person executing it specifies
therein the length of time for which it is to continue in force. Except as set
forth below, any proxy duly executed is not revoked, and continues in full force
and effect, until an instrument revoking it, or a duly executed proxy bearing a
later date, executed by the person executing the prior proxy and presented to
the meeting is filed with the secretary of the corporation, or unless the person
giving the proxy attends the meeting and votes in person. A proxy which states
on its face that it is irrevocable, will be irrevocable for the period of time
specified in the proxy, if held by a person (or nominee of a
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person) specified by law to have a sufficient interest to make such proxy
irrevocable and only so long as he shall have such interest. If proxies are
distributed to ten (10) or more shareholders and this corporation at the time
has one-hundred (100) or more shareholders of record, as determined in
accordance with the California General Corporation Law the form of such proxy
shall conform to the requirements of the General Corporation Law of the State of
California unless the corporation has a class of securities registered under
Section 12 of the Securities Exchange Act of 1934 or has a class of securities
exempt therefrom by virtue of Section 12(g)(2) of said Act.
ARTICLE IV
DIRECTORS AND MANAGEMENT
Section 1. POWERS OF DIRECTORS. Subject to limitations of the Articles of
Incorporation of this corporation and of the General Corporations Law of the
State of California as to action which shall be authorized or approved by the
shareholders, or approved by the outstanding shares, all corporate powers shall
be exercised by or under the authority of, and the business and affairs of this
corporation shall be controlled by, the board of directors. Without limiting the
generality of the foregoing, it is hereby expressly declared that the directors
shall have the power and, to the extent required by law, the duty:
(a) To appoint and remove at pleasure all officers, managers,
management companies, agents and employees of the corporation, prescribe their
duties in addition to those prescribed in these By-Laws, supervise them, fix
their compensation and require from them security for faithful service. Such
compensation may be increased or diminished at the pleasure of the directors.
(b) To authorize any officer or officers, agent or agents, to enter
into any contract to execute any instrument in the name of and on behalf of the
corporation (including a power of attorney), 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 the power or authority to
bind the corporation by any contract or agreement, or to pledge its credit or to
render it liable for any purpose or for any amount.
(c) To conduct, manage and control the affairs and business of the
corporation; to make rules and regulations not inconsistent with the Articles of
Incorporation or California law or these By-Laws; to make all lawful orders on
behalf of the corporation and to prescribe the manner of executing the same.
(d) To designate form time to time the person or persons who may sign
or endorse checks, drafts, or other orders for payment of money, notes, or other
evidences of indebtedness, issued
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in the name of, or payable to, the corporation, and to prescribe the manner of
collecting and depositing funds of the corporation, and manner of drawing of
checks thereon.
(e) To appoint by resolution of a majority of the authorized number of
directors an executive committee and other committees and to delegate to the
executive committee any of the powers and authorities of the board in the
management of the business and affairs of the corporation, except the power to
(i) fill vacancies on the board or any committee, (ii) fix compensation of
directors; (iii) adopt, amend or repeal the By-Laws; (iv) amend or repeal
resolutions of the board which are expressly nonamendable or repealable, (v)
declare a dividend or distribution to shareholders or authorize the repurchase
of the corporation's shares except at a rate, in a periodic amount or within a
range, determined by the board; (vi) establish other committees of the board; or
(vii) approve any action which in addition to board approval requires
shareholder approval. The executive committee shall be composed of two (2) or
more of the directors. The provisions of these By-Laws regarding notice and
meetings of directors shall apply to all committees.
(f) To authorize the issuance of stock of the corporation, from time
to time, upon such terms as may be lawful.
(g) To prepare an annual report to be sent to the shareholders after
the close of the fiscal or calendar year of this corporation, which report shall
comply with the requirements of law. To the extent permitted by law, the
requirements that an annual report be sent to shareholders and the time limits
for sending such reports are hereby waived, the directors, nevertheless, having
the authority to cause such report to be prepared and sent to shareholders.
Section 2. TERM OF OFFICE. Directors shall hold office until the next
annual meeting of shareholders and until their successors are elected.
Section 3. VACANCIES. A vacancy in the board of directors exists in case of
the happening of any of the following events:
(a) The death, resignation, or removal of any director.
(b) The authorized number of directors is increased.
(c) At any annual, regular, or special meeting of shareholders at
which any director is elected, the shareholders fail to elect the full
authorized number of directors to be voted for at that meeting.
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(d) The board of directors declares vacant the office of a director
who has been declared of unsound mind by an order of the court or convicted of a
felony, or otherwise in a manner provided by law.
All vacancies (other than vacancies created by removal of a director) may be
filled by the majority of the remaining directors, though less than a quorum, or
by a sole remaining director. Each director so elected shall hold office until
his successor is elected at an annual, regular, or special meeting of the
shareholders. The shareholders may, by vote or written consent of a majority of
the outstanding shares entitled to vote in election of directors, elect a
director at any time to fill any vacancy not filled by the directors. If the
board of directors accepts the resignation of a director tendered to take effect
at a future time, the board or the shareholders may elect a successor to take
office when the resignation becomes effective. A reduction of the authorized
number of directors does not remove any director prior to the expiration of his
term of office.
Section 4. MEETINGS OF DIRECTORS.
(a) There shall be no regular meetings of the board of directors
unless the board of directors shall establish such regular meetings by duly
adopted resolution and each meeting of the board of directors shall be a special
meeting.
(b) All meetings of the board of directors shall be called by the
chairman of the board (if any), or the president, or if both are absent or
unable or refuse to act, by any vice president, the secretary or by any two (2)
directors.
(c) Written or oral notice of the time and place of special meetings
of the board of directors shall be given or delivered personally to each
director, or sent to each director by mail or by other form of written or
telephonic communication (including cable, telegram, telex and telephone), at
least forty-eight (48) hours before the meeting if personal delivery is made, or
if the telephone, telegraph cable or telex is used, and at least four (4) days
before the meeting if mail is used. If the address of a director is not shown on
the records and is not readily ascertainable, notice shall be addressed to him
at the place and city in which the meetings of the directors are regularly held.
Proof that notice was given shall be by affidavit of the chairman of the board,
president, vice president, secretary or two (2) directors, or of the person
acting under the direction of any of the foregoing, who gives such notice and
such proof of notice shall be made a part of the minutes of the meeting. Notice
of the time and place of holding an adjourned meeting shall be given to absent
directors if the time fixed at the meeting which was adjourned for the adjourned
meeting is more than twenty-four (24) hours after
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adjournment. Notwithstanding the foregoing, sufficient notice of n a meeting of
the board of directors to be held immediately following a shareholders meeting
at which one or more directors is elected, may be given by announcement thereof
at such shareholders' meeting.
(d) At the meeting of the board of directors next following each
annual meeting of the shareholders, the board shall elect officers.
(e) Notice of a meeting need not be given to any director who signs a
waiver of notice or a consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice to
such director. All such waivers, consents, or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. Meetings of the
directors may be held at any place within or without the State of California
designated from time to time by a resolution of the board or by written consent
of all members of the board, and in the absence of such designation shall be
held at the principal executive office of the corporation.
(f) A majority of the authorized number of directors constitutes a
quorum of the board for the transaction of business. Every act or decision done
or made by a majority of the directors present at a meeting duly held at which a
quorum is present is the act of the board of directors, unless the law or the
Articles require a greater number. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved by at least a majority of the
directors who constitute a quorum for such meeting.
(g) A quorum of the directors may adjourn any directors' meeting to
meet again at a stated time and place. In the absence of a quorum, a majority of
the directors present may adjourn from time to time.
(h) Meetings of the board may be held through the use of conference
telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another.
Section 5. ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the board of directors of this corporation under the General
Corporations law of the Corporations Code of the State of California may be
taken without a meeting, if all members of the board shall individually or
collectively consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the board. Such
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action by written consent shall have the same force and effect as a unanimous
vote of such directors.
Section 6. FEES AND COMPENSATION. One or more of the directors may, by
resolution of the board of directors, receive a stated salary for services as
director and may be allowed a fixed fee, with or without expenses, for
attendance at each meeting. Nothing herein contained shall be construed or
preclude any director from serving the corporation in any capacity as an
officer, agent, employee or otherwise, and receiving compensation therefor.
Section 7. REQUIRED OFFICERS. This corporation shall have a president, a
secretary, and a chief financial officer, each of whom shall be chosen by and
hold office at the pleasure of the board of directors. Any two or more offices
may be held by the same person. Officers may be, but need not necessarily be,
selected from the members of the board of directors or from the shareholders.
Section 8. PERMITTED OFFICERS. The board of directors may from time to time
choose such other officers, including chairman of the board, one or more vice
presidents or assistant vice presidents, a treasurer, and assistant secretaries,
as may be deemed expedient, to hold office at the pleasure of the board of
directors, with such authority as may be specifically delegated to such officers
by the board of directors.
Section 9. CHAIRMAN OF THE BOARD. Should the board of directors elect a
chairman of the board, he shall, subject to the control of the board of
directors, have such supervision, direction and control of the business and
other officers of the corporation as the board of directors may delegate to him
from time to time. Absent such specific delegation, and unless provided
otherwise by resolution of the board of directors, the chairman of the board
shall have the duties and authority of a chief executive officer. The chairman
of the board shall preside at all meetings of the shareholders, and, if a
director, at all meetings of the board of directors.
Section 10. PRESIDENT. The president shall, subject to the control of the
board of directors, have such supervision, direction and control of the business
and officers of the corporation as the board of directors may delegate to him or
them from time to time. Absent such specific delegation, and in the absence of
the existence of the office of chairman of the board, he shall have the duties
and authority of a chief executive officer, and shall preside at all meetings of
the shareholders and, if a director, at all meetings of the board of the board
of directors. Should the office of chairman of the board exist, the president
shall have such duties and authority as may be granted
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to him by the board of directors or as may be delegated to him by the chairman
of the board.
Section 11. SECRETARY. The secretary shall be the custodian of the seal of
the corporation and of the books and records and files thereof and shall affix
the seal of the corporation to all certificates of stock, papers and instruments
requiring the same. The secretary shall, in the manner provided by law, keep, or
cause to be kept, at the principal executive office, or such other place as the
board of directors may order, a minute book of all meetings of directors and
shareholders. 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 can collation of every certificate surrendered for cancellation.
Section 12. TREASURER. The treasurer shall perform the duties designated by
the president 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. He shall render to
the president of the board of directors, whenever he or they request it, an
account of the financial condition of the corporation.
ARTICLE V
STOCK
Section 1. CERTIFICATE OF SHARES. Every owner of shares in this corporation
shall be entitled to have a certificate, in such form, not inconsistent with the
Articles of Incorporation or any law, as shall be prescribed by the board of
directors, certifying the number of shares, and class or series, owned by him in
the corporation. Every certificate for shares shall be signed by the chairman of
the board, if any, president or a vice president and the secretary or an
assistant secretary. Subject to the restrictions provided by law, signatures may
be facsimile and shall be effective irrespective of whether any person whose
signature appears on the certificate shall have ceased to be such officer before
the certificate is delivered by the corporation. Each certificate issued shall
bear all statements or legends required by law to be affixed thereto.
Section 2. TRANSFER OF SHARES. Transfer of shares of the corporation shall
be made only on the books of the corporation by the registered holder thereof or
by such other person as may under law be authorized to endorse such shares for
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the secretary or with the transfer agent
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or transfer clerk. Except as otherwise provided by law, upon surrender to the
corporation or its transfer agent or transfer clerk of a certificate for shares
duly endorsed and accompanied by all applicable taxes thereon, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.
The secretary or transfer agent may require that all signatures shall be
guaranteed. Whenever any transfer of shares shall be made for collateral
security and not absolutely, such facts shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
corporation for transfer, both the transferor and transferee request the
corporation so to do.
Section 3. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. The holder of
any shares of the corporation shall immediately notify the corporation of any
loss, theft, destruction or mutilation of the certificate therefor. The board of
directors shall direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the corporation alleged
to have been lost, stolen or destroyed, or upon the surrender of any mutilated
certificate, if the corporation shall not theretofore have received notice that
the certificate alleged to have been lost, destroyed or stolen has been acquired
by a bona fide purchaser thereof, and the board of directors may, at its
discretion, require the owner of the lost, stolen, or destroyed certificate or
his legal representatives to give the corporation a bond in such sum, limited or
unlimited, in such form and with such surety or sureties as the board of
directors shall, in its uncontrolled discretion, determine, to indemnify the
corporation against any claim that may be made against it on account of alleged
loss, theft, or destruction of any such certificate or the issuance of such new
certificate.
Section 4. REGISTERED SHAREHOLDERS. Except as otherwise provided by law,
the corporation shall be entitled to recognize as the exclusive owner of shares
or other securities of the corporation for all purposes as regards the
corporation, the person in whose name the shares or other securities stand
registered on its books as the owner and such person exclusively shall be
entitled to receive dividends and to vote as such owner. To the extent
permissible under law, the corporation shall be entitled to hold liable for
calls and assessments a person registered on its books as the owner of the
shares or other securities, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares or other securities on the
part of any person, whether or not it shall have express or other notice
thereof.
Section 5. REGULATIONS. The board of directors shall have power and
authority to make all such rules and regulations not inconsistent with law or
with the Articles of Incorporation as may
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be deemed expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the corporation, and may appoint
transfer agents, transfer clerks and registrars thereof.
ARTICLE VI
CORPORATE RECORDS --INSPECTION
Section 1. RECORDS. The corporation shall maintain adequate and correct
accounts, books and records of its business and properties. All of such books,
records and accounts shall be kept at this corporation's principal executive
office, as fixed by the board of directors from time to time.
Section 2. INSPECTION OF BOOKS AND RECORDS. All books and records of the
corporation shall, to the extent provided by law, be open to inspection of
directors, shareholders, and voting trust certificate holders, in the manner
provided by law.
Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS. This corporation shall
keep in its principal executive office in California, or, if its principal
executive office is not within the State of California, at its principal
business office in California, the original and a copy of these By-Laws as
amended or otherwise altered to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours. If the -principal
executive office of this corporation is outside this State and the corporation
has no principal business office in this State, it shall upon written request of
any shareholder furnish to such shareholder a copy of these By-Laws as amended
to date.
ARTICLE VII
AMENDMENTS
Section 1. AMENDMENTS. By-Laws of this corporation may be adopted, amended
or repealed by the vote or written consent of shareholders entitled to exercise
a majority of the voting power of the corporation; provided, however, that any
by-law amended which reduces the number of directors or the minimum number of
directors to a number less than five (5) cannot be adopted if the votes cast
against its adoption are equal to more than 16 2/3% of the outstanding shares
entitled to vote. Subject to the right of shareholders to adopt, amend, or
repeal by-laws, by-laws (other than a by-law or amendment thereof changing the
authorized number of directors) may be adopted, amended or repealed by the board
of directors.
Section 2. RECORDATION. If any by-law is adopted, amended or repealed, such
action shall be recorded in the by-law section of the minute book in the
appropriate place.
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ARTICLE VIII
CORPORATE SEAL
The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the corporation, the date of its incorporation, and the word
"California."
THIS IS TO CERTIFY: That I am the duly elected, qualified and acting
Secretary of said corporation and that the foregoing By-Laws were adopted as the
By-Laws of said corporation on the 31st day of August, 1988.
/s/ J. Macdonald
---------------------------------------
Secretary
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AS AMENDED:
Stockholders Consent dated February 9, 1990
Article IV, Section 1
(h) All bonds, notes and other evidences of indebtedness of the
Corporation shall be signed (1) by the Treasurer and any one of the following
named officers: the President, and Vice President or Secretary; or (2) by such
officer of officers of this Corporation or such other person or persons as the
Board of Directors shall by resolution prescribe.
(i) Checks, drafts and orders for the payment of money (except as
hereinafter provided) shall be signed (1) by any two of the following named
officers: the President, a Vice-President, the Secretary, the Treasurer; or (2)
by the President or the Secretary or the Treasurer and by any Vice-President or
an Assistant Secretary or an Assistant Treasurer; or (3) by such other officer
or officers of this Corporation or such other person or persons as the Board of
Directors shall by resolution prescribe.
(j) Checks, drafts and orders for the payment of money drawn on
special funds, such as collection accounts, construction accounts, operating
accounts, custodian accounts and other accounts of a similar nature may be
signed as provided in subdivision (1) of this Section or by such two employees
of the Corporation as the Treasurer may from time to time designate and appoint
by an instrument in writing.
Notwithstanding the foregoing, if special funds of the nature described
herein are established and maintained in banks located outside the United
States, the Treasurer may from time to time designate individually an employee
of the Corporation, an agent or an attorney in fact to sign checks, drafts and
money orders for the payment of money drawn from such special funds.
(k) Checks, drafts and orders for the payment of money dram on salary
and payroll accounts and on petty cash accounts may be signed as provided in
subdivision (i) of this Section, or by the President, a Vice-President or the
Treasurer, or by such employee or employees of the Corporation as the Treasurer
may from time to time designate and appoint by an instrument in writing. A
facsimile signature of the Treasurer or facsimile signatures of employees
designated and appointed pursuant to this subdivision may be affixed to such
checks, drafts and orders by means of a check-signing machine, as approved by
the Treasurer.
(l) The Board of Directors, the President, a Vice-President or the
treasurer, at any time and from time to time may rent or authorize the renting
of safe deposit boxes in banks, trust companies or safe deposit companies and
may confer the right of access to such safe deposit boxes upon such person or
persons as he or she may deem advisable.