SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED AND ADDITIONAL SECTIONS
OF
INTERACTIVE VOICE MEDIA (CA) CORP.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property; business and affairs of
the Corporation shall be managed and controlled by a Board of Directors composed
of at least one (1) member who shall be elected, by the shareholders. Directors
need not be residents of the State of California or shareholders of the
Corporation. The number of Directors may be increased or decreased by
resolution approved by the outstanding shares, unless the resolution
proposes a reduction in the fixed number or minimum number of directors to a
number less than five, then, if the votes cast against the resolutions or share
not consenting in the case of action by written consent are equal to more than
16 2/3 percent of the outstanding shares, entitled to vote, the resolution
cannot be adopted. The number of Directors shall be not less than three (3)
unless all of the outstanding shares are owned beneficially and of record by
less than three (3) shareholders, in which event the number of directors shall
be not less than the number of shareholders.
ARTICLE V
OFFICERS
Section 1. General. The officers of the Corporation shall be elected by
the Board of Directors and shall be a Chairman of the Board, a Vice Chairman of
the Board, a Chief Executive Officer, a Chief Financial Officer, a Secretary and
a Treasurer. Other officers, assistant officers, and agents as may be deemed
necessary by the Board of Directors may be elected by the Board of Directors in
the same manner as the titled officers named above and will be officers of the
Corporation. Two (2) or more offices may be held by the same person.
Section 2. Election, Term of Office and Qualification. The officers of
the Corporation shall be elected by the Board of Directors at its first meeting
after each annual meeting of shareholders or at any special meeting called for
such purpose. The Board shall elect a Chairman of the Board, a Vice Chairman of
the Board, a Chief Executive Officer, a Chief Financial Officer, a Secretary
and a Treasurer, none of whom need to be a member of the Board. Each officer so
elected shall hold office until his successor has been duly chosen and has
qualified or until his death or resignation or removal in the manner hereinafter
provided.
Section 8. Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the Corporation; shall (in the absence of the
Chairman of the Board or the Vice Chairman of the Board of Directors) preside
at meetings of the shareholders and Directors and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He shall have
general and active management of the business of the Corporation. He shall have
general management of all technological systems and related operations of the
Corporation, including, but, not limited to telecommunications business systems
and Internet based business systems and implementation of any upgrades, new
services, repairs or changes to the same. He shall be have active management of
all personnel of the Corporation, including but not limited to marketing,
business development, business units and customer service. He may sign, with
any other proper officer, certificates for shares of the Corporation and any
deeds, bonds, mortgages, contracts and other documents which the Board of
Directors has authorized to be executed, except where required by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors or these By-Laws, to some
other officer or agent of the Corporation. In addition, the Chief Executive
Officer shall perform whatever duties and shall exercise whatever powers as may
be prescribed from time to time by the Board of Directors.
Section 12. Chief Financial Officer. The Chief Financial Officer shall
be an executive officer of the Corporation. The Chief Financial Officer shall
be responsible to the Board of Directors and the Chief Executive Officer for
all financial control and internal audit of the Corporation. He shall perform
such other duties. as may be assigned to him by the Board of Directors and the
Chief Executive Officer.
Section 13. Assistant Chief Financial Officer. DELETED
Section 17. Treasurer. The Treasurer shall have the care and custody of
and be responsible for all of the funds and securities of the Corporation and
shall deposit such funds in the name and to the credit of the Corporation in
such a bank and safe deposit vaults as the Directors may designate. He shall
exhibit at all reasonable times his books and accounts to any Director or
shareholder of the Corporation upon application at the office of the Corporation
during business hours. He shall render a statement of the condition of the
finances of the Corporation at each stated meeting of the Board of Directors if
called upon to do so, and a full report at the annual meeting of shareholders.
He shall keep at the office of the Corporation correct books of account of all
of its business and transactions and such books of account as the Board of
Directors may require. He shall do and perform all other duties incident to the
office of Treasurer as may be prescribed by the Chief Executive Officer or
Board of Directors from time to time.
Schedule A
February 28, 2000 Amendments
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Section 18. Assistant Treasurers. Any Assistant Treasurer shall, in the
absence or disability of the Treasure perform the duties and exercise the powers
of the Treasurer and shall perform such other duties as may be prescribed by the
Board of Directors or the Chief Executive Officer.
Section 19. President. DELETED
Section 20. Chief Technology Officer. DELETED
Section 21. Chief People Officer. DELETED
Section 22. Vice Chairman of the Board. The Vice Chairman of the Board
shall preside at all meetings of the shareholders and directors in the absence
of the Chairman of the Board. In addition, the Vice Chairman of the Board shall
perform whatever duties and shall exercise all powers that are given to him by
the Board of Directors.
Dated: February 28, 2000
139574
Schedule A
February 28, 2000 Amendments
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SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED SECTIONS
OF
INTERACTIVE VOICE MEDIA (CA) CORP.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of
the Corporation shall be managed and controlled by a Board of Directors
composed of not less than ten (10) nor more than fifteen (15) members who shall
be elected by the shareholders. Directors need not be residents of the State
of California or shareholders of the Corporation. The number of Directors may
be increased or decreased by resolution approved by the outstanding shares,
unless the resolution proposes a reduction in the fixed number or minimum number
of directors to a number less than five, then the votes cast against the
resolutions or share not consenting in the case of action by written consent
are equal to more than 16 2/3 percent of the outstanding shares, entitled to
vote, the resolution cannot be adopted. The number of Directors shall be not
less than three (3) unless all of the outstanding shares are owned beneficially
and of record by less than three (3) shareholders, in which event the number of
directors shall be not less than the number of shareholders.
Dated: October 20, 1999
130052
SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED SECTIONS
OF
INTERACTIVE VOICE MEDIA (CA) CORP.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of
the Corporation shall be managed and controlled by a Board of Directors composed
of nine (9) members who shall be elected by the shareholders. Directors need not
be residents of the State of California or shareholders of the Corporation. The
number of Directors may be increased or decreased by resolution approved by the
outstanding shares, unless the resolution proposes a reduction in the fixed
number or minimum number of directors to a number less than five, then,
if the votes cast against the resolutions or share not consenting in the case
of action by written consent are equal to more than 16 2/3 percent of the
outstanding shares, entitled to vote, the resolution cannot be adopted. The
number of Directors shall be not less than three (3) unless all of the
outstanding shares are owned beneficially and of record by less than three (3)
shareholders, in which event the number of directors shall be not less than the
number of shareholders.
Dated: July 29, 1999
130049
SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED AND ADDITIONAL SECTIONS
OF
INTERACTIVE VOICE MEDIA (CA) CORP.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of
the Corporation shall be managed and controlled by a Board of Directors composed
of eight (8) members who shall be elected by the shareholders. Directors need
not be residents of the State of California or shareholders of the Corporation.
The number of Directors may be increased or decreased by resolution approved by
the outstanding shares, unless the resolution proposes a reduction in the fixed
number or minimum number of directors to a number less than five, then, if the
votes cast against the resolutions or share not consenting in the case of action
by written consent are equal to more than 16 2/3 percent of the outstanding
shares entitled to vote, the resolution cannot be adopted. The number of
Directors shall be not less than three (3) unless all of the outstanding shares
are owned beneficially and of record by less than three (3) shareholders, in
which event the number of directors shall be not less than the number of
shareholders.
ARTICLE V
OFFICERS
Section 1. General. The officers of the Corporation shall be elected by
the Board of Directors and shall be a Chairman of the Board, Chief Executive
Officer, a President and Chief Operating Officer, a Chief Technology Officer, a
Chief People Officer, a Chief Financial Officer, a Secretary and a Treasurer.
Other officers, assistant officers, and agents as may be deemed necessary by the
Board of Directors may be elected by the Board of Directors in the same manner
as the titled officers named above and will be officers of the Corporation. Two
(2) or more offices may be held by the same person.
Section 2. Election, Term of Office and Qualification. The officers of
the Corporation shall be elected by the Board of Directors at its first meeting
after each annual meeting of shareholders or at any special meeting called for
such purpose. The Board shall elect a Chairman of the Board, a Chief Executive
Officer, a President and Chief Operating Officer, a Chief Technology Officer, a
Chief People Officer, a Chief Financial Officer, a Secretary and a Treasurer,
none of whom need to be a member of
the Board. Each officer so elected shall hold office until his successor has
been duly chosen and has qualified or until his death or resignation or
removal in the manner hereinafter provided.
Section 8. President. The President shall be an executive officer of
the Corporation; shall (in the absence of both the Chairman of the Board and the
Chief Executive Officer) preside at meetings of the shareholders and Directors;
and shall have general and active management of the business of the Corporation;
and shall be responsible to the Chief Executive Officer. He may sign, with any
other proper officer, certificates for shares of the Corporation and any deeds,
bonds, mortgages, contracts and other documents which the Board of Directors
has authorized to be executed, except where required by law to be otherwise
signed and executed and except where the signing and execution thereof shall
be expressly delegated by the Board of Directors or these By-Laws, to some
other officer or agent of the Corporation. In addition, the President shall
perform whatever duties and shall exercise whatever powers as may be prescribed
from time to time by the Board of Directors. The President shall also be known
as the Chief Operating Officer of the Corporation.
Section 17. Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the Corporation; shall (in the absence of the
Chairman of the Board) preside at meetings of the shareholders and Directors and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He may sign, with any other proper officer, certificates for shares
of the Corporation and any deeds, bonds, mortgages, contracts and other
documents which the Board of Directors has authorized to be executed, except
where required by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or these By-Laws, to some other officer or agent of the Corporation.
In addition, the Chief Executive Officer shall perform whatever duties and shall
exercise whatever powers as may be prescribed from time to time by the Board of
Directors.
Section 18. Chief Technology Officer. The Chief Technology Officer
shall be an executive officer of the Corporation. The Chief Technology Officer
shall be responsible to the Board of Directors, the Chief Executive Officer and
the President for all technological systems and related operations, including,
but not limited to telecommunications business systems and Internet based
business systems and implementation of any upgrades, new services, repairs or
changes to the same. He shall perform such other duties as may be assigned to
him by the Board of Directors, the Chief Executive Officer or the President.
Schedule A
March 26, 1998 Amendments
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2
Section 19. Chief People Officer. The Chief People Officer shall be an
executive officer of the Corporation. The Chief People Officer shall be
responsible to the Board of Directors, the Chief Executive Officer and President
for the management of all personnel of the Corporation, including but not
limited to marketing, business development, business units and customer service.
He shall perform such other duties as may be assigned to him by the Board of
Directors, the Chief Executive Officer or the President.
Section 20. Chief Financial Officer. The Chief Financial Officer shall
be an executive officer of the Corporation. The Chief Financial Officer shall be
responsible to the Board of Directors, the Chief Executive Officer and the
President for all financial control and internal audit of the Corporation. He
shall perform such other duties as may be assigned to him by the Board of
Directors, the Chief Executive Officer or the President.
Dated: March 26, 1998
0104268.01
Schedule A
March 26, 1998 Amendments
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BY-LAWS
OF
INTERACTIVE VOICE MEDIA (CA) CORP.
ARTICLE I
OFFICES
Section 1. Principal Office. The offices of the Corporation shall be
located in County of San Francisco in the State of California. The Corporation
may also maintain offices at such other places within or without the United
States as the Board of Directors may, from time to time, determine.
ARTICLE II
SHAREHOLDERS
Section 1. Time and Place of Meetings. The Board of Directors may
designate any time and any place, either within or without the State
of California, as the time and place of meeting for any annual meeting or for
any special meeting called by the Board. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any time and any place,
either within or without the State of California, as the time and place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the time and place of the meeting shall be the principal
office of the Corporation at 10:00 a.m.
If there is a failure to hold the annual meeting for a period of sixty (60) days
after the date designated therefor or, if no date has been designated, for a
period of fifteen (15) months after the organization of the corporation or after
its last annual meeting, the superior court of the proper county may summarily
order a meeting to be held upon the application of any shareholder after notice
to the corporation giving it an opportunity to be heard. The shares represented
at such meeting, either in person or by proxy, and entitled to vote thereat
shall constitute a quorum for the purpose of such meeting, notwithstanding any
provision of the articles or by-laws or ss.600 of the California General
Corporation Law to the contrary. The court may issue such orders as may be
appropriate, including, without limitation, orders designating the time and
place of such meeting, the record date for determination of shareholders
entitled to vote and the form of notice of such meeting.
Section 2. Annual Meeting. Annual meetings of shareholders shall be
held on the second Friday of the fourth month of each fiscal year if not a legal
holiday, and if a legal holiday, then on
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the next secular day following at 10:00 a.m., at which the shareholders shall
elect a Board of Directors, and transact such other business as may properly be
brought before the meeting. The annual meeting of the shareholders may be held
on a date different than that given above if the Board so determines and so
states in the notice of the meeting or in a duly executed waiver thereof.
Section 3. Special Meetings. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by law or by the
Certificate of Incorporation, may be called by the Chairman of the Board; the
Board of Directors, the President or the holders of not less than one tenth
(1/10) of all of the shares entitled to vote at the meetings. Business
transacted at all special meetings shall be confined to the purpose or purposes.
stated in the call.
Section 4. Notice. Written or printed notice of all meetings of
shareholders stating the place, day and hour thereof, and in the case of a
special meeting the purpose or purposes for which the meeting is called, shall
be delivered not less than ten (10) days or if sent by third-class mail, thirty
(30) days nor more than sixty (60) days prior to the date of the meeting to the
shareholders of record entitled to vote at such meeting either personally or by
mail, by or at the direction of the person or persons calling the meeting,
unless it is a special meeting in which case, notice shall be delivered not less
than thirty-five (35) days nor more than sixty (60) days prior to the date of
the meeting. If mailed, the notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to the
shareholder at the address that appears on the stock transfer books of the
Corporation.
Section 5. Closing of Transfer Books and Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, sixty (60) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any
such determination of shareholders, such date in any case to be not more than
sixty (60) days and, in case of a meeting of shareholders, not less than ten
(10) days prior to the date on which the particular action requiring such
determination of shareholders is to be taken, and the determination of
shareholders on such record date shall apply with
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respect to the particular action requiring the same notwithstanding any
transfer of shares on the books of the Corporation after such record date.
Section 6. Quorum. The holders of a majority of the shares entitled to
vote, present in person or represented by proxy, shall constitute a quorum at
all meetings of the shareholders for the transaction of business, except as
otherwise provided by law, by the Certificate of Incorporation or by these
By-laws. If, however, such quorum shall not be present or represented at any
meeting of the shareholders, the shareholders entitled to vote at such meeting,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time without notice other than announcement at the meeting
until a quorum shall be present or represented. At such adjourned meeting at
which a quorum shall be present or represented any business may be transacted
which might have been transacted at the meeting as originally convened. If the
adjournment is for more than forty-five (45) days, however, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each shareholder of record entitled to
vote at the meeting.
Section 7. Organization. The Chairman of the Board, if one shall be
elected, shall preside at all meetings of the shareholders. In his absence, the
President or a Vice President shall preside. In the absence of all of these
officers, any shareholder or the duly appointed proxy of any shareholder may
call the meeting to order and a chairman shall be elected from among the
shareholders present.
The Secretary of the Corporation shall act as secretary at all meetings of
shareholders. In his or her absence an Assistant Secretary shall so act and in
the absence of all of these officers the presiding officer may appoint any
person to act as secretary of the meeting.
Section 8. Proxies. At any meeting of the shareholders, every
shareholder entitled to vote at such meeting shall be entitled to vote in person
or by proxy executed in writing by such shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11) months from the date
of its execution unless such proxy otherwise provides. A proxy shall be
revocable unless expressly provided therein to be irrevocable or unless
otherwise made irrevocable by law.
Section 9. Voting. Except as otherwise provided by law, the Certificate
of Incorporation or these By-laws, each shareholder shall have one (1) vote for
each share having rights registered in his name on the books of the Corporation
at the time of the closing of the stock transfer books (or at the record date)
for such meeting. When a quorum is present at any meeting the vote of holders of
a majority of the shares entitled to vote, present in
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person or represented by proxy, shall decide any matter submitted to such
meeting, unless the matter is one upon which by law or by express provision of
the Certificate of Incorporation or of these By-laws the vote of a greater
number is required, in which case the vote of such greater number shall govern
and control the decision of such matter.
Section 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
By-laws of such corporation may authorize or, in the absence of such
authorization, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be voted
by him so long as such shares forming a part of an estate are in the possession
and form a part of the estate being served by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing in the name of
a trustee may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer of such shares
into his name as trustee.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority to do so be contained
in an appropriate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation, shares of its own stock
owned by another corporation the majority of the voting stock of which is owned
or controlled by the Corporation, and shares of its own stock held by the
Corporation in a fiduciary capacity shall not be voted, directly, or indirectly,
at any meeting, and shall not be counted in determining the total number of
outstanding stock at any given time.
Section 11. Election of Directors. At each election for Directors, each
shareholder entitled to vote at such election shall, unless otherwise provided
by the Certificate of Incorporation or by applicable law, have the right to vote
the number of shares owned by him for as many persons as there are to be elected
and for whose election he has a right to vote. Unless otherwise provided by the
Certificate of Incorporation, no shareholder shall have the right or be
permitted to cumulate his votes on any basis.
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Section 12. Telephone Meetings. Shareholders may participate in and
hold a meeting of the shareholders by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Section 13. Action Without Meeting. Any action required by any
provision of law or of the Certificate of Incorporation or these By-laws to be
taken at a meeting of the shareholders or any action which may be taken at a
meeting of the shareholders may be taken without a meeting if a consent in.
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof, and
such consent shall have the same force and effect as a unanimous vote of the
shareholders.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of
the Corporation shall be managed and controlled by a Board of Directors composed
of five (5) members who shall be elected by the shareholders. Directors need not
be residents of the State of California or shareholders of the Corporation. The
number of Directors may be increased or decreased by resolution approved by the
outstanding shares, unless the resolution proposes a reduction in the fixed
number or minimum number of directors to a number less than five, then, if the
votes cast against the resolutions or share not consenting in the case of action
by written consent are equal to more than 16 2/3 percent of the outstanding
shares, entitled to vote, the resolution cannot be adopted. The number of
Directors shall be not less than three (3) unless all of the outstanding shares
are owned beneficially and of record by less than three (3) shareholders, in
which event the number of directors shall be not less than the number of
shareholders.
Section 2. Election and Term of Office. The Directors shall be elected
at the annual meeting of the shareholders (except as provided in Section 5
of this Article). Each Director elected shall hold office until his successor
shall be elected at an appropriate annual meeting of the shareholders and shall
qualify, or until his death, his resignation or his removal in the manner
hereinafter provided.
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Section 3. Resignation. Any Director may resign at any time by giving
written notice to the President or Secretary. Such resignation. shall take
effect at the time specified therein and unless otherwise specified therein the
acceptance of such resignation shall not be necessary to make it effective.
Section 4. Removal. At any special meeting of the shareholders called
expressly for that purpose, any Director or Directors, including the entire
Board of Directors, may be removed, either with or without cause, and another
person or persons may be elected to serve for the remainder of his or their term
by a vote of the holders of a majority of all shares outstanding and entitled
to vote at an election of directors. In case any vacancy so created shall not be
filled by the shareholders at such meeting, such vacancy may be filled by the
Directors as provided in Section 5 of this Article.
Section 5. Vacancies. If any vacancy shall occur in the Board of
Directors, such vacancy may, subject to the provisions of Section 4 of this
Article, be filled by the affirmative vote of the remaining Directors though
less than a quorum of the Board of Directors; provided, however, any
Directorship to be filled by reason of an increase in the number of Directors
shall be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose. A Director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office.
Section 6. General Powers. In addition to the powers and authorities
expressly conferred upon them by these By-laws, the Board of Directors may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by the Certificate of Incorporation or by these
By-laws directed or required to be exercised or done by the shareholders.
Section 7. Place of Meetings. The Directors of the Corporation may hold
their meetings, both regular and special, either within or without the State of
California.
Section 8. Annual Meeting. The first meeting of each newly elected
Board shall be held immediately following the adjournment of the annual meeting
of the shareholders and no notice of such meeting shall be necessary to the
newly elected Directors in order legally to constitute the meeting, provided a
quorum shall be present, or they may meet at such time and place as shall be
fixed by the consent in writing of all of the Directors.
Section 9. Regular Meetings. Regular meetings of the Board may be held
with or without notice immediately after, and at the same place as, the annual
meeting of shareholders. The Board of
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Directors may provide by resolution, the time and place for the holding of
additional regular meetings without notice other than such resolution.
Section 10. Special Meetings. Special meetings of the Board may be
called by the President on two (2) days' notice to each Director given either
personally, by mail or by telegram. Special meetings shall be called by the
President or Secretary in like manner and like notice on the written request of
any Director. The purpose of or the business to be transacted at any special
meeting of the Board of Directors shall be specified in the notice of such
meeting. Attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called or convened.
Section 11. Quorum and Action. At all meetings of the Board the
presence of a majority of the Directors shall be necessary and sufficient to
constitute a quorum for the transaction of business and the act of a majority
of the Directors at any meeting at which a quorum is present shall be the act of
the Board of Directors unless the act of a greater number is required by law,
the Certificate of Incorporation or these By-laws. If a quorum shall not be
present at any meeting of Directors, the Directors present may adjourn the
meeting from time to time without notice other than announcement at thee meeting
until a quorum shall be present.
Section 12. Presumption of Assent to Action. A Director who is present
at a meeting of the Board at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless his dissent shall
be entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
Section 13. Committees. The Board of Directors may, by resolution
adopted by a majority of the entire Board, designate from among its members an
executive committee and other committees, each consisting of three or more
directors and each of which shall have all the authority of the Board except to
the extent provided in the resolution, the Certificate of Incorporation, these
By-laws or the law of the State of California.
Section 14. Compensation. Directors may receive a stated salary for
their services in an amount unanimously agreed by the Board of Directors. By
resolution of the Board a fixed sum for expenses of attendance, if any, may be
allowed for attendance at any
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regular or special meeting of the Board provided that nothing herein contained
shall be construed to preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor.
Section 15. Telephone Meetings. Directors may participate in and hold a
meeting of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Section 16. Action Without Meeting. Any action required or permitted to
be taken at a meeting of the Board of Directors, may be taken without a meeting
if a consent in writing, setting forth the action so taken, is signed by all
the members of the Board of Directors, as the case may be, and such consent
shall have the same force and effect as a unanimous vote at a meeting.
ARTICLE IV
NOTICES
Section 1. Form of Notice. Whenever under the provisions of any
applicable statute, the Articles of Incorporation or these Bylaws, notice is
required to be given to any director or shareholder, and no provision is made as
to how such notice shall be given, it shall not be construed to mean personal
notice exclusively, but any such notice may be given in writing, by mail,
postage prepaid, addressed to such director or shareholder at such address as
appears on the books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be given three (3) days after the time when the
same be thus deposited, postage prepaid, in the United States mail as
aforesaid.
Section 2. Waiver. Whenever any notice is required to be given to any
director or shareholder of the Corporation, under the provisions of any
applicable statute, the Articles of Incorporation or these By-laws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated in such notice, shall be equivalent to
the giving of such notice.
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ARTICLE V
OFFICERS
Section 1. General. The officers of the Corporation shall be elected by
the Board of Directors and shall be a President, a Vice President, a Secretary
and a Treasurer. The Board of Directors may also, if it chooses to do so, elect
a Chairman of the Board, one or more Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers, all of whom shall also be
officers. Two or more offices may be held by the same person, except the offices
of President and Secretary.
Section 2. Election, Term of Office and Qualification. The officers of
the Corporation shall be elected by the Board of Directors at its first meeting
after each annual meeting of shareholders. The Board shall elect a President,
Vice President, Treasurer, and Secretary, and any Assistant Officers the Board
has determined are needed, none of whom need to be a member of the Board. Each
officer so elected shall hold office until his successor has been duly chosen
and has qualified or until his death or his resignation or removal in the manner
hereinafter provided.
Section 3. Subordinate Officers. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms, have such authority and perform such duties as the Board
of Directors may from time to time determine. The Board of Directors may
delegate to any officer the power to appoint any such subordinate officer or
agent.
Section 4. Resignation. Any officer may resign at any time by giving
written notice thereof to the Board of Directors. Any such resignation shall
take effect at the time specified therein and unless otherwise specified therein
the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Removal. Any officer elected or appointed by the Board of
Directors may be removed by the Board at any time with or without cause. Any
other officer maybe removed with or without cause, by the person or persons who
appointed the officer or by the Board.
Section 6. Vacancies. A vacancy in any office shall be filled for the
unexpired portion of the term by the Board of Directors, but in case of a
vacancy occurring in an office filled in accordance with the provisions of
section 3 of this Article, such vacancy may be filled by the superior officer
upon whom such power may be conferred by the Board of Directors.
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Section 7. Chairman. The Chairman of the Board, if one shall be
elected, shall preside at all meetings of the shareholders and directors. In
addition, the Chairman of the Board shall perform whatever duties and shall
exercise all powers that are given to him by the Board of Directors.
Section 8. President. The President shall be the chief executive
officer of the Corporation; shall (in absence of the Chairman of the Board)
preside at meetings of the Shareholders and Directors; shall have general and
active management of the business of the Corporation; and shall see that all
orders and resolutions of the Board of Directors are carried into effect. He
may sign, with any other proper officer, certificates for shares of the
Corporation and any deeds, bonds, mortgages, contracts and other documents
which the Board of Directors has authorized to be executed, except where
required by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or these By-laws, to some other officer or agent of the Corporation.
Section 9. Vice President. In the absence of or inability of the
President to act, the Vice President shall perform the duties and exercise the
powers of the President and shall perform such other functions as the Board of
Directors may from time to time prescribe.
Section 10. The Secretary. The Secretary, when available, shall attend
all meetings of the Board of Directors and all meetings of the Shareholders and
record all votes and the minutes of all proceedings in a book to be kept for
that purpose. He shall give, or cause to be given, notice of all meetings of the
Shareholders and special meetings of the Board of Directors as required by law
or these By-laws, be custodian of the Corporate records and have general charge
of the stock books of the Corporation and shall perform such other duties as may
be prescribed by the Board of Directors or President, under whose supervision he
shall be. He may sign, with any other proper officer, certificates for shares of
the Corporation and shall keep in safe custody the seal of the Corporation; and,
when authorized by the Board, affix the same to any instrument requiring it
and, when so affixed, it shall be by his signature.
Section 11. Assistant Secretaries. Any Assistant Secretary shall, in
the absence or disability of the Secretary perform the duties, and exercise the
powers of the Secretary and shall perform such other duties. as may be
prescribed by the Board of Directors or the President.
Section 12. Treasurer. The Treasurer shall have the care and custody of
and be responsible for all of the funds and securities of the Corporation and
shall deposit such funds in the name and to the
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credit of the Corporation in such a bank and safe deposit vaults as the
Directors may designate. He shall exhibit at all reasonable times his books
and accounts to any Director or shareholder of the Corporation upon
application at the office of the Corporation during business hours. He
shall render a statement of the condition of the finances of the
Corporation at each stated meeting of the Board of Directors if called upon
to do so, and a full report at the annual meeting of shareholders. He
shall keep at the office of the Corporation correct books of account of all
of its business and transactions and such books of account as the Board of
Directors may require. He shall do and perform all other duties incident to
the office of Treasurer as may be prescribed by the President or Board of
Directors from time to time.
Section 13. Assistant Treasurers. Any Assistant Treasurer shall, in
the absence or disability of the Treasurer perform the duties and exercise
the powers of the Treasurer and shall perform such other duties as may be
prescribed by the Board Of directors or the President.
Section 14. Bonding. If required by the Board of Directors all or
certain of the officers shall give the. Corporation a bond in such form, in such
sum and with such surety or sureties as shall be satisfactory to the Board, for
the faithful performance of the duties of their office and for the restoration
to the Corporation, in case of their death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in their possession or under their control belonging to the
Corporation.
Section 15. Salaries. The salary or other compensation of officers
shall be fixed from time to time by the Board of Directors. The Board of
Directors may delegate to any officer the power to fix from time to time the
salary or other compensation of officers and agents appointed in accordance
with the provisions of Section 3 of this Article.
Section 16. Voting Upon Shares Held by The Corporation. The Board of
Directors may authorize any officer to act on behalf of the Corporation in
regard to shares of other corporations owned by this Corporation in which event
he shall have full power and authority to attend and to act and to vote at any
meeting of shareholders of any corporation in which this Corporation may hold
shares and at any such meeting shall possess and may exercise any and all of
the rights and powers incident to the ownership of such shares which, as the
owner thereof, the Corporation might have possessed and exercised, if present.
The Board of Directors by resolution from time to time may confer like powers
upon any other person or persons.
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ARTICLE VI
CERTIFICATES REPRESENTING SHARES
Section 1. Form of Certificates. The certificates representing shares
of the Corporation shall be in such form, not inconsistent with statutory
provisions and the Certificate of incorporation, as shall be approved by the
Board of Directors. The certificates shall be signed by the President of the
Corporation and sealed with the corporate seal or a facsimile thereof. In
case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer before such certificate
is issued, it may be issued with the same effect as if he were such officer at
the date of its issuance. All certificates shall be consecutively numbered and
the name of the person owning the shares represented thereby, with the number of
such shares and the date of issue, shall be entered on the Corporation's books.
Section 2. Ownership of Shares. The Corporation shall be entitled to
treat the holder of record of any share or shares as the owner of such shares
with all of the rights of ownership and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of California.
Section 3. Lost Certificates. The Corporation may direct that a new
certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing the issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such form, in such sum, and with such
surety or sureties as it may direct, as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost or destroyed.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. The Board of Directors may, from time to time,
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by the Certificate of
incorporation, the By-laws and the applicable laws of the State of California.
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Section 2. Reserves. There may be created by resolution of the Board of
Directors out of the earned surplus of the Corporation such reserve or reserves
as the Board of Directors from time to time, in its discretion, deems proper to
provide for contingencies, or to equalize dividends, or to repair or maintain
any property of the Corporation, or for such other proper purpose as the Board
shall deem beneficial to the Corporation, and the Board may modify or abolish
any reserve in the same manner in which it was created.
Section 3, Seal. If one be adopted, the corporate seal shall have
inscribed thereon the name of the Corporation and shall be in such form as may
be approved by the Board of Directors. Said seal may be used by causing it or a
facsimile of it to be impressed or affixed or in any manner reproduced. Any
officer of the Corporation shall have authority to affix the seal to any
document requiring it.
Section 4. Fiscal Year. Unless another fiscal year shall be fixed by
resolution of the Board of Directors, the fiscal year of the Corporation shall
commence on the 1st day of October and terminate on the 30th day of September
of each year.
Section 5. Reports of Situation and Amount of Business. The Board of
Directors shall, when requested by the holders of at least one-tenth (1/10) of
the outstanding voting shares of the Corporation, present written reports of
the situation and amount of business of the Corporation.
Section 6. Checks, Notes, etc. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.
Section 7. Examination of Books and Records. Any person who shall
have been a shareholder of record for at least six (6) months immediately
preceding his demand, or who shall be the holder of record of at least ten
percent (10%) of all the outstanding shares of the Corporation, upon written
demand stating the purpose thereof, shall have the right to examine, in person
or by agent or attorney, at any reasonable time or times, for any proper
purpose, the books and records of account, minutes, and record of shareholders
of the Corporation, and shall be entitled to make extracts therefrom.
Section 8. Indemnification of Directors. Subject to the applicable laws
of the State of California, the Corporation shall indemnify any director,
officer, or employee, or former director, officer, or employee of the
Corporation, or any person who may have served at its request as a director,
officer, or employee of another corporation in which it owns stock, or of which
it is a creditor, against expenses actually and necessarily incurred by him and
any amount paid in satisfaction of judgments in connection with any action,
suit or proceeding whether civil or criminal in nature, in
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which he is made a party by reason of being or having been such a director,
officer or employee (whether or not a director, officer, or employee at the time
such costs or expenses are incurred by or imposed upon him) except in relation
to the matters as to which he shall be adjudged in such action, suit, or
proceeding to be liable for gross negligence or willful misconduct in the
performance of duty. The Corporation may also reimburse to any director,
officer, or employee the reasonable costs of settlement of any action, suit or
proceeding, if it shall be found by a majority of the Board of the Directors not
involved in the matter in controversy, whether or not a quorum, that it was to
the interest of the Corporation that such settlement be made and that such
director, officer or employee was not guilty of gross negligence or willful
misconduct. Such rights of indemnification and reimbursement shall not be deemed
exclusive of any other rights to which such director, officer, or employee may
be entitled by law or under any By-law, agreement, vote of shareholders, or
otherwise.
ARTICLE VIII
MISCELLANEOUS
Section 1. Compliance With By-Laws. Any action taken or determination
made in good faith by the shareholders or the Board of Directors shall be
effective, valid and binding although the same may not have been taken or made
in strict compliance with the By-laws of the Corporation.
ARTICLE IX
AMENDMENTS
Section 1. Amendments. These By-Laws may be altered, amended or
repealed or new By-Laws may be adopted by the shareholders or by the Board of
Directors, at any regular meeting of the shareholders or of the Board of
Directors or at any special meeting of the shareholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-Laws be contained in the notice of such special meeting.
Dated: December 20, 1991
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