Exhibit 3(b) Bylaws, as amended
BYLAWS
OF
FIRST FINANCIAL BANCORP
a California corporation
(as amended through January 29, 1999)
Article I. Offices
Section 1.01. Principal Office. The Board of Directors shall fix the location of
the principal executive office of the Corporation at any place within or without
the State of California. If the principal executive office is located outside
this State, and the Corporation has one or more business offices in this State,
the Board of Directors shall fix and designate a principal business office in
the State of California.
Section 1.02. Other Offices. The Board of Directors may at any time establish
branch or subordinate offices at any place or places where the Corporation is
qualified to do business.
Article II. Meetings of the Shareholders
Section 2.01. Place of Meetings. Meetings of shareholders shall be held at any
place within or without the State of California designated by the Board of
Directors. In the absence of any such designation, shareholders' meetings shall
be held at the principal office of the Corporation.
Section 2.02. Annual Meetings; Shareholder Proposals. Annual meetings of
shareholders of the Corporation for the purpose of electing directors and for
the transaction of such other proper business as may come before such meetings
may be held at such time, date and places as the Board of Directors shall
determine by resolution.
Notice of proposals which shareholders intend to present at any annual meeting
of shareholders and wish to be included in the proxy statement of management of
the corporation distributed in connection with such annual meeting must be
received a the principal executive offices of the corporation not less than 120
days prior to the date on which, during the previous year, management's proxy
statement for the previous year's annual meeting was first distributed to
shareholders. Any such proposal, and the proponent shareholder, must comply with
the eligibility requirements set forth in Rule 14a-8 of the Securities and
Exchange Commission.
Section 2.03. Special Meetings. Special meetings of the shareholders may be
called at any time, for any purpose or purposes whatsoever, by the President, by
the Chairman of the Board, by the Secretary, by the Board of Directors or by one
or more shareholders holding not less than ten percent (10%) of the voting
shares of the Corporation.
Section 2.04. Notice of Meetings.
(A) Written notice of all meetings of the shareholders shall be given
to each shareholder entitled to vote by the Secretary or by any
Assistant-Secretary, or by any other person whom the Board of Directors may
charge with that duty. Such notice shall be given, either personally or by mail
or other means of written communication, addressed to the shareholder at the
address of such shareholder appearing on the books of the Corporation or given
by the shareholder to the Corporation for the purpose of notice; or if no such
address appears or is given, at the place where the principal executive office
of the Corporation is located or by publication at least once in a newspaper of
general circulation in the county in which the principal executive office is
located. The notice or report shall be deemed to have been given when delivered
personally or deposited in the mail or sent by other means of written
communication. An affidavit of mailing of any notice
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or report in accordance with these Bylaws executed by the Secretary,
Assistant-Secretary or any transfer agent shall be prima facie evidence of the
giving of the notice or report. If any notice or report addressed to the
shareholder at the address of such shareholder appearing on the books of the
Corporation is returned to the Corporation by 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, then all future notices
shall be deemed to have been duly given without further mailing if the same
shall be available for the shareholder upon written demand at the principal
executive office of the Corporation for a period of one year from the date of
giving of the notice or report to the other shareholders.
(B) All notices shall be given not fewer than ten (10) nor more than
sixty (60) days before the date of the meeting to each shareholder entitled to
vote thereat. Such notice shall state the place, the date, and hour of the
meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted, and no other business may be transacted, or (ii) in
the case of the annual meeting, those matters that the Board, at the time of the
mailing of the notice, intends to present for action by the shareholders,
provided, however, that any shareholder approval at an annual meeting, other
than unanimous approval by those entitled to vote on any matter specified in
Section 310, 902, 1201, 1900 or 2007 of the California General Corporation Law,
shall be valid only if the general nature of the proposal so approved was stated
in the notice of meeting or in any written waiver of notice; and provided
further, that any unanimous shareholder approval at an annual meeting by those
entitled to vote on any matter specified in Section 310, 902, 1201, 1900 or 2007
of the California General Corporation Law shall be valid even though the general
nature of the proposal so approved was not stated in the notice of meeting or in
any written waiver of notice. A notice of any meeting at which directors are to
be elected shall include the names of nominees intended at the time of the
notice to be presented by management for election.
Section 2.05. Nominations for Directors. Nominations for election to the Board
of Directors may be made by the Board of Directors or by any shareholder
entitled to vote for the election of directors, Nominations, other than those
made by the Board of Directors, shall be made in writing and shall be delivered
or mailed, with first-class United States mail postage prepaid, to the Secretary
not less than 20 days nor more than 50 days prior to any meeting of shareholders
called for the election of directors; provided, however, that if less than 25
days notice of the meeting is given to the shareholders, such nomination shall
be mailed or delivered to the Secretary not later than the close of business on
the seventh day following the day on which the notice of the meeting was mailed.
Shareholder nominations shall contain the following information: (a) the name,
age, business address and, if known, residence address of each proposed nominee;
(b) the principal occupation or employment of each proposed nominee; (c) the
total number of shares of capital stock of the Corporation that are beneficially
owned by each proposed nominee and by the nominating shareholder; (d) the name
and residence address of the notifying shareholder; and (e) any other
information the Corporation must disclose regarding director nominees in the
Corporation's proxy solicitation. Nominations not made in accordance with this
Section may be disregarded by the Chairman of the meeting, and if the Chairman
so instructs, the inspectors of election may disregard all votes cast for each
such nominee.
Section 2.06. Quorum. The presence in person or by proxy of the persons entitled
to vote a majority of the voting shares of the Corporation 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
transact 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 a least a majority of the shares required to
constitute a quorum.
Section 2.07. Adjourned Meeting and Notice Thereof. Any shareholder's 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 represented either in
person or by proxy, but in the absence of a quorum no other business may be
transacted at such meeting, except as provided in Section 2.06 of these Bylaws.
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 such adjournment is taken except that, when
any meeting is adjourned for more than forty-five (45) days or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each shareholder of record entitled to
vote thereat. At the adjourned meeting the Corporation may transact any business
which could have been transacted at the original meeting.
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Section 2.08. Voting at Meetings.
(A) The shareholders entitled to notice of any meeting or to vote at
any such meeting shall be the persons in whose name shares stand on the stock
records of the Corporation on the record date determined in accordance with
Section 2.09 of these Bylaws.
(B) Voting shall in all cases be subject to the provisions of Chapter 7
of the California General Corporation Law and to the following provisions:
(1) subject to clause (8), shares held by an
administrator, executor, guardian, conservator or custodian may be voted by such
holder either in person or by proxy, without a transfer of the shares into the
holder's name;
(2) subject to clause (8), shares standing in the name of
a trustee may be voted by the trustee, either in person or by proxy, but no
trustee shall be entitled to vote shares so held without a transfer of them into
the trustee's name.
(3) 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 the receiver's name if
authority to do so is contained in the order of the court by which such receiver
was appointed;
(4) subject to the provisions of Section 705 of the
California General Corporation Law and of Section 2.10 of these Bylaws, and
except where otherwise agreed in writing between the parties, 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;
(5) shares standing in the name of a minor may be voted
and the Corporation may treat all rights incident thereto as exercisable by the
minor, in person or by proxy, whether or not the corporation has notice, actual
or constructive, of the nonage, unless a guardian of the minor's property has
been appointed and written notice of such appointment has been given to the
Corporation;
(6) shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxyholder as the
bylaws of such other corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such other corporation may determine or,
in the absence of such determination, by the chairman of the board, president or
any vice-president of such other corporation, or by any other person authorized
to do so by the chairman of the board, president or any vice-president of such
other corporation. Shares which are purported to be voted or any proxy purported
to be executed in the name of a corporation (whether or not any title of the
person signing is indicated) shall be presumed to be voted or the proxy executed
in accordance with the provisions of this subdivision, unless the contrary is
shown;
(7) shares of the Corporation owned by any subsidiary of
the Corporation shall not be entitled to vote on any matter;
(8) shares held by the Corporation in a fiduciary
capacity, and shares of the Corporation held in a fiduciary capacity, and shares
of the Corporation held in a fiduciary capacity by any subsidiary of the
Corporation, shall not be entitled to vote on any matter, except to the extent
that the settlor or beneficial owner possesses and exercises a right to vote or
to give the Corporation binding instructions as to how to vote such shares;
(9) if shares stand of record in the names of two (2) or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, husband and wife as community property, tenants by the
entirety, voting trustees, persons entitled to vote under a shareholder voting
agreement or otherwise, or if two or more persons (including proxyholders) have
the same fiduciary relationship respecting the same shares, unless the Secretary
of the Corporation is given written notice to the contrary and is furnished with
a copy of the instrument or order appointing them or creating the relationship
wherein it is so provided, their acts with respect to voting shall have the
following effect:
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(a) if only one votes, such act binds all;
(b) if more than one vote, the act of the majority so
voting binds all;
(c) if more than one vote, but the vote is evenly split
on any particular matter, each faction may vote the
securities in question proportionately.
If the instrument so filed or the registration of the shares shows that any such
tenancy is held in unequal interests, a majority or even split for the purpose
of the above shall be a majority or even split in interest.
(C) Subject to the following sentence and to the provisions of
Section 708 of the California General Corporation Law, every shareholder
entitled to vote at any election of directors may 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 (except for
this Section 2.08(C) as to cumulative voting), or distribute his votes on the
same principle among as many candidates as he may see fit. No shareholder shall
be entitled to cumulate votes for any candidate or candidates pursuant to the
preceding sentence unless such candidate or candidates' name(s) have been placed
in nomination before the voting and the shareholder has given notice, at the
meeting and before the voting, of his intention to cumulate his votes. If any
one shareholder has given such notice, then all shareholders may cumulate their
votes for candidates in nomination.
(D) Elections shall be by written ballot.
(E) In any election of directors, the candidates receiving the
highest number of votes of the shares entitled to be voted for them up to the
number of directors to be elected by such shares are elected.
Section 2.09. Record Date.
(A) 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 the shareholders or entitled 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 not
be more than sixty (60) nor fewer than ten (10) days before the date of the
meeting, nor more than sixty (60) days before any other action. When a record
date is so fixed, only shareholders of record on that date shall be 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 shares on the books of the Corporation after the
record date. A determination of shareholders of record entitled to notice of, or
to vote at, a meeting of the shareholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date or the meeting is
adjourned for more than forty-five (45) days from the date set for the original
meeting.
(B) If the Board of Directors does not fix a record date, then the
record date for determining which shareholders are entitled to notice of, or to
vote at, a meeting of the shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, of notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held. The record date for determining shareholders for any
purpose other than those set forth in this Section and Section 2.13 of these
Bylaws shall be at the close of business on the day on which the Board of
Directors adopts the resolutions relating thereto, or on the sixtieth (60) day
before the date of such other action, whichever is later.
Section 2.10. Proxies.
(A) Every person entitled to vote or to execute consents shall have the
right to do so either in person or by one or more agents authorized by a written
proxy executed by such a person or his duly authorized agent and filed with the
Secretary of the Corporation. No proxy shall be valid after the expiration of
eleven (11) months from the date thereof unless otherwise provided in the proxy.
Every proxy continues in full force and effect until revoked by the person
executing it before the vote pursuant thereto, except as otherwise provided in
this Section 2.10 or by law. Revocation may be effected by a writing delivered
to the Corporation stating that the proxy is revoked or by a subsequent proxy
executed by, or by
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attendance at the meeting and voting in person by, the maker. The dates
contained on the forms of proxy presumptively determine the order of execution,
regardless of the postmarked date on the envelopes in which they are mailed. A
proxy is not revoked by the death or incapacity of the maker unless, before the
vote is counted, written notice of the death or incapacity is received by the
Corporation.
(B) Except when other provision shall have been made by written
agreement between the parties, the record-holder of shares held by a pledgee or
otherwise as security or belonging to another shall issue to the pledgor or to
the owner of such shares, upon demand therefor and payment of necessary expenses
thereof, a proxy to vote or take other action.
(C) A proxy stating that it is irrevocable is irrevocable for the
period specified therein when it is held by any of the following or a nominee of
any of the following:
(1) a pledgee;
(2) a person who has bought or agreed to buy or holds an
option to buy the shares of a person who has sold a portion of such person's
shares in the Corporation to the maker of the proxy;
(3) a creditor or creditors of the Corporation or the
shareholder who extended or continued credit to the Corporation or the
shareholder in consideration of the proxy, if the proxy states that it was given
in consideration of such extension or continuation of credit and the name of the
person extending or continuing credit;
(4) a person who has contracted to perform services as an
employee of the Corporation, if a proxy is required by the contract of
employment and if the proxy states that it was given in consideration of such
contract of employment, the name of the employee and the period of employment
contracted for.
(D) Notwithstanding the period of irrevocability specified, the proxy
becomes revocable when the pledge is redeemed, the option or the agreement to
buy is terminated or the seller no longer owns any shares of the Corporation or
dies, the debt of the Corporation or the shareholder is paid, or the period of
employment provided for in the contract of employment has terminated.
(E) The proxy solicited by management for any annual meeting of
shareholders shall confer discretionary authority upon management's proxy
holders to vote with respect to any shareholder proposal offered at such
meeting, the proponent of which has not notified the corporation, within the
time period specified by Section 2.02 of these Bylaws, of his or her intention
to present such proposal at the annual meeting. Specific reference to such
voting authority shall be made in management's proxy statement for each annual
meeting.
Section 2.11. Inspectors of Election.
(A) In advance of any meeting of the shareholders, the Board of
Directors may appoint inspectors of election to act at such meeting and any
adjournment thereof. If the Board of Directors does not appoint inspectors of
election, then the Chairman of any such meeting may, and on the request of any
shareholder or his proxy shall, make such appointment at the meeting. The number
of inspectors shall be either one or three. If appointed at a meeting on the
request of one or more shareholders or proxies, the majority of shares present
shall determine whether one or three inspectors are to be appointed. In case any
person appointed as inspector fails to appear or fails or refuses to act, the
vacancy may be filled by appointment by the Board of Directors before the
meeting, or at the meeting by the Chairman.
(B) The inspectors of election, impartially, in good faith, to the
best of their ability, and as expeditiously as is practical, shall determine 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, shall receive votes, ballots or consents, hear
and determine all challenges and questions in any way arising in connection with
the right to vote, shall count and tabulate all votes or consents, determine the
result, and do such acts as may be proper to conduct the election or vote with
fairness to all shareholders. If there are three inspectors of election, the
decision, act or certificate of a majority of them shall be effective in all
respects as the decision, act or certificate of all. On request of the Chairman
of the meeting or of any shareholder or his proxy, the inspectors shall make a
report in writing of any challenge or question or matter determined by
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them and shall execute a certificate of any fact found by them. Any report or
certificate made by them shall be prima facie evidence of the facts stated
therein.
Section 2.12. Shareholders' Right to Inspect Corporate Records.
(A) A shareholder or shareholders holding at least five percent (5%)
in the aggregate of the outstanding voting shares of the Corporation or who hold
at least one percent (1%) of such voting shares and have filed a Schedule 14-B
with the securities and Exchange Commission relating to the election of
directors of the Corporation shall have an absolute right to do either or both
of the following: (i) inspect and copy the record of shareholders' names and
addresses and shareholdings during usual business hours upon five business days'
advance written demand upon the Corporation or, (ii) obtain from the transfer
agent for the Corporation, upon five business days' advance written notice and
upon the tender of its usual charges for such a list (the amount of which
charges shall be stated to the shareholders by the transfer agent upon request),
a list of the shareholders' names and addresses, who are entitled to vote for
the election of directors, and their shareholdings, as of the most recent record
date for which it has been compiled or as of a date specified by the
shareholders after the date of demand.
(B) The record of shareholders shall also be open to inspection and
copying by any shareholder or holder of a voting trust certificate at any time
during usual business hours upon written demand on the Corporation, for a
purpose reasonably related to such holder's interests as a shareholder or holder
of a voting trust certificate.
(C) The accounting books and records and minutes of proceedings of
the shareholders, Board and committees of the Board of the Corporation shall be
open to inspection upon the written demand on the Corporation of any shareholder
or holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interest as a
shareholder or as a 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.
(D) Any inspection and copying under this Section 2.12 may be made in
person or by an agent or attorney.
Section 2.13. Inspection of Bylaws. The Corporation shall keep in its principal
office for the transaction of business 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.
Article III. Directors
Section 3.01. Powers. Subject to the limitation of the Articles of
Incorporation, of these Bylaws, and of the California General Corporation Law
relating to action required to be approved by the shareholders or the
outstanding shares, the business and affairs of the Corporation shall be
managed, and all corporate powers shall be exercised, by or under the direction
of the Board of Directors. The Board of Directors may delegate the management of
the day-to-day operation of the business of the Corporation to a management
company or other person, provided that the business and affairs of the
Corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the Board of Directors.
Section 3.02. Number of Directors. The Corporation shall have not less than
eight (8) nor more than fifteen (15) directors, the exact number to be
determined from time to time by resolution adopted by the Board of Directors,
and such exact number shall be thirteen (13) until otherwise determined by
resolution of the Board of Directors, provided, however, that before the
issuance of any shares or so long as the Corporation has only one shareholder
the number may be one or two, and so long as the Corporation has two
shareholders the number may be two. A bylaw specifying or changing a fixed
number of directors to a variable board or vice versa may only be adopted by the
vote of the holders of not less than two-thirds (2/3) the total voting power of
all outstanding shares of voting stock of the Corporation, provided, however,
that a bylaw reducing the fixed number or the minimum number of directors to a
number smaller than five (5) shall not be adopted if the votes cast against its
adoption at a meeting of shareholders are equal to more than sixteen and
two-thirds percent (16-2/3%) of the outstanding
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shares entitled to vote. No reduction of the authorized number of directors
shall have the effect of removing any director before the expiration of his term
of office.
Section 3.03. Executive Committee.
(A) The Board of directors may, by resolution adopted by a majority
of the authorized number of directors, appoint one or more committees, each
consisting of two or more directors, and delegate to such committees any of the
authority of the Board of Directors except with respect to:
(1) the approval of any action for which the California
General Corporation Law requires shareholders' approval or approval of the
outstanding shares;
(2) the filling of vacancies on the Board of Directors or
on any committee;
(3) the fixing of compensation of the directors for
serving on the Board of Directors or on any committee;
(4) the amendment or repeal of Bylaws or the adoption of
new Bylaws;
(5) the amendment or repeal of any resolution of the Board
of Directors which by its express terms is not so amendable or repealable;
(6) a distribution to the shareholders of the Corporation
except at a rate or in a periodic amount or within a price range determined by
the Board of Directors;
(7) the appointment of other committees of the Board of
Directors or the members thereof.
(B) The Board of Directors shall have the power to prescribe the
manner in which proceedings of any such committee shall be conducted. In the
absence of any such prescription, such committee shall have the power to
prescribe the manner in which its proceedings shall be conducted. Unless the
Board of Directors or such committee shall otherwise provide, the regular and
special meetings and other actions of any such committee shall be governed by
the provisions of this Article applicable to meetings and actions of the Board
of Directors. Minutes shall be kept of each meeting of each committee.
Section 3.04. Election and Term of Office. The directors shall be elected at
each annual meeting of shareholders, but if any such annual meeting is not held
or the directors are not elected thereat, then the directors may be elected at
any special meeting of shareholders held for that purpose. Each director shall
hold office until the next annual meeting and until a successor has been elected
and qualified.
Section 3.05. Vacancies.
(A) A vacancy or vacancies in the Board of Directors shall be deemed
to exist in case of death, resignation or removal of any director, or if the
authorized number of directors is increased, or if the shareholders fail, at any
annual or special meeting of shareholders at which any director or directors are
elected, to elect the full authorized number of directors to be voted for at
that meeting.
(B) The Board of Directors may declare vacant the office of a
director who has been declared of unsound mind by an order of court, convicted
of a felony, or if within sixty (60) days after notice of his election, he does
not accept the office either in writing or by attending a meeting of the Board
of Directors. Vacancies in the Board of Directors may be filled by a majority of
the remaining directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until his successor is
elected at an annual or a special meeting of the shareholders. If, after the
filling of any vacancy by the directors, the directors then in office who have
been elected by the shareholders constitute less than a majority of the
directors then in office, then any holder or holders of an aggregate of five
percent (5%) or more of the total number of shares at the time outstanding
having the right to vote for such directors may call a special meeting of
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shareholders to elect the entire Board of Directors. The term of office of any
director not elected by the shareholders shall terminate upon such election of a
successor.
(C) Any director may resign effective upon giving written notice to
the Chairman of the Board, the President, the Secretary or the Board of
Directors of the Corporation, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation is effective at a future
time, then a successor may be elected to take office when the resignation
becomes effective.
Section 3.06. Removal.
(A) Any or all of the directors may be removed without cause if such
removal is approved by the outstanding shares of the Corporation, subject to the
following: (i) no director may be removed (unless the entire Board is removed)
when the votes cast against removal would be sufficient to elect such director
if voted cumulatively at an election at which the same total number of votes
were cast and the entire number of directors authorized at the time of the
director's most recent election were then being elected; and (ii) when by the
provisions of the Articles of Incorporation the holders of the shares of any
class or series, voting as a class or series, are entitled to elect one or more
directors, any director so elected may be removed only by the applicable vote of
the holders of the shares of that class or series.
Section 3.07. Place of Meeting. Regular meetings of the Board of Directors shall
be held at any place within or without the State which has been designated from
time to time by resolution of the Board of Directors or by written consent of
all members of the Board given either before or after the meeting and filed with
the Secretary of the Corporation. In the absence of such designation regular
meetings shall be held at the principal office of the Corporation. Special
meetings of the Board of Directors may be held either at a place so designated
or at the principal office.
Section 3.08. Regular Meetings of the Board of Directors. Regular meetings of
the Board of Directors shall be held immediately following each annual meeting
of shareholders as provided in Section 2.02 of the Bylaws and at such other
times as the Board of Directors may by resolution determine. Notice of all such
regular meetings of the Board of Directors is hereby waived.
Section 3.09 Special Meetings.
(A) Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board or the President
or, if the President is absent or unable or refuses to act, by any
Vice-President or by any two directors.
(B) Special meetings of the Board of Directors shall be held upon
four (4) days' written notice or forty-eight (48) hours' notice given personally
or by telephone, telegraph, telex or other similar means of communication. Any
such notice shall be addressed or delivered to each director at his address as
it is shown upon the records of the Corporation or as may have been given to the
Corporation by the director for purposes of notice or, if such address is not
shown on such records or is not readily ascertainable, then at the place where
the meetings of the directors are regularly held.
(C) Notice by mail shall be deemed to have been given at the time
written notice is deposited in the United States Mail, postage pre-paid. Any
other written notice shall be deemed to have been given at the time when
personally delivered to the recipient or delivered to a common carrier for
transmission, or actually transmitted by the person giving the notice by
electronic means, to the recipient. Oral notice shall be deemed to have been
given at the time it is communicated, in person or by telephone or wireless, to
the recipient or a person at the office of the recipient who the person giving
the notice has reason to believe will promptly communicate it to the recipient.
Section 3.10. Waiver of Notice. The transactions of any meeting of the Board of
Directors, however called and noticed and 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 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
approval shall be filed with the corporate records or made a part of the minutes
of the meeting.
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Section 3.11. Notice of Adjournment. A majority of the directors present,
whether or not a quorum is present, may adjourn any meeting to another time and
place. If the meeting is adjourned for more than twenty-four (24) hours, notice
of any adjournment to another time or place shall be given before the adjourned
meeting to the directors who are not present at the time of the adjournment.
Section 3.12. Quorum. A majority of the authorized number of directors
constitutes a quorum of the Board of Directors for the transaction of business,
except to adjourn as hereinafter provided. Except as otherwise provided in the
Articles of Incorporation or Bylaws or in the General Corporation Law, every act
or decision done or made by the 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. 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 quorum required for such
meeting.
Section 3.13. Participation In Meetings By Conference Telephone. Members of the
Board of Directors may participate in a meeting through use of conference
telephone or similar communications equipment, so long as all members
participating in such a meeting can hear one another.
Section 3.14. Action without Meeting. Any action under any provision of the
California General Corporation Law required or permitted to be taken by the
Board of Directors, may be taken without a meeting if all members of the Board
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board. Such action by written consent shall have the same force and effect as a
unanimous vote of the Board of Directors.
Section 3.15. Fees and Compensation. Directors and members of committees may
receive such compensation for their services, and such reimbursement for
expenses, as may be fixed or determined by resolution of the Board of Directors.
Section 3.16. Directors' Right to Inspect Corporate Records. Every director
shall have the absolute right at any time to inspect and copy all books,
records, documents of every kind, and to inspect the physical properties of the
Corporation and also of its subsidiary corporations, if any. Such inspection by
a director may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.
Article IV. Officers
Section 4.01. Officers. The officers of the Corporation shall consist of a
president, a vice-president, a secretary, a chief financial officer, and such
additional officers as may be elected or appointed in accordance with Section
4.03 of these Bylaws. One person may hold two or more offices, including the
offices of president and secretary.
Section 4.02. Elections. All officers of the Corporation, except such officers
as may be appointed in accordance with Section 4.03, shall be chosen annually by
the Board of Directors, and each shall hold office until he resigns or is
removed or otherwise disqualified to serve, or until his successor is chosen and
qualified.
Section 4.03. Other Officers. The Board of Directors, at their discretion, may
choose a chairman of the board, and may appoint, or empower the president to
appoint, one or more additional vice-presidents, one or more assistant
secretaries, one or more assistant financial officers, or 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 the Board of
Directors may from time to time determine.
Section 4.04. Removal and Resignation.
(A) 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 the
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. Any such
removal shall be without prejudice to the rights, if any, of the officer under
his contract of employment, if any.
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(B) Any officer may resign at any time by giving written notice to
the Board of Directors, the president, or the secretary of the Corporation. Any
such resignation shall be without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party, and shall take
effect upon receipt of such notice or at any later time specified therein.
Unless otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective.
Section 4.05. 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 4.06. Chairman of the Board. The chairman of the board, if there is such
an officer, shall, if present, preside at all meetings of the Board of Directors
and exercise and perform such other powers and duties as may be from time to
time assigned to him by the Board of Directors or prescribed by the Bylaws.
Section 4.07. President. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the chairman of the board, if there is such
an officer, the president shall be the chief executive officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
Corporation. He shall preside at all meetings of the shareholders and, in the
absence of the chairman of the board, or if there is no such officer, at all
meetings of the Board of Directors. He shall be ex officio a member of all the
standing committees, including the executive committee, if any, and shall have
the general powers and duties of management usually vested in the office of
president of a corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors or the Bylaws.
Section 4.08. Vice-President. In the absence or disability of the president, the
vice-presidents in order of their rank as fixed by the Board of Directors or, if
not ranked, the vice-president designated by the Board of Directors, shall
perform all the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the president. The
vice-presidents shall have such other powers and perform such other duties as
from time to time may be prescribed for them by the president, the Board of
Directors or the Bylaws.
Section 4.09. Secretary.
(A) The secretary shall keep or cause to be kept, at the principal
office or such other place as the Board of Directors may order, a book of
minutes of all meetings of shareholders, the Board of Directors, and its
committees with the time and place of holding, whether regular or special, and
if special, how authorized, the notice thereof given, the names of those present
at directors' meetings, the number of shares present or represented at the
shareholders' meetings, and the proceedings thereof.
(B) The secretary shall keep, or cause to be kept, at the principal
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 shares, and the number and date of cancellation of every
certificate surrendered for cancellation.
(C) The corporate minutes shall be kept in written form. The other
information that the secretary shall keep or cause to be kept shall be kept
either in written form or in a form capable of being converted into written
form.
(D) The secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board of Directors and of any committees
thereof required by the Bylaws or by law to be given, 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.
(A) The chief financial officer 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. Any surplus, including earned surplus, paid-in surplus and
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surplus arising from a reduction of stated capital, shall be classified
according to source and shown in a separate account. The books of account shall
at all reasonable times be open to inspection by any director.
(B) The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the Corporation with such
depositaries as may be designated by the Board of Directors. He shall disburse
the funds of the Corporation as may be ordered by the Board of Directors, shall
render to the president and directors, whenever they request it, an account of
all 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. Indemnification of Directors, Officers, Employees and Other Agents
Section 5.01. Agents, Proceedings, and Expenses. For the purposes of this
Article, "agent" means any person who is or was a director, officer, employee,
or other agent of the Corporation or its predecessor, and any person who is or
was serving as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise at the request of the
Corporation or its predecessor; "proceeding" means any threatened, pending, or
completed action or proceeding, whether civil, criminal, administrative, or
investigative; and "expenses" include but are not limited to attorneys' fees and
any expenses of establishing a right to indemnification under this Article.
Section 5.02. Lawsuits other than by the Corporation. The Corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party to any proceeding (other than an action by or in the right of the
Corporation to procure a judgment in its favor) by reason of the fact that such
person is or was an agent of the Corporation, against expenses, judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with such proceeding, if the agent acted in good faith and in a
manner the agent reasonably believed to be in the best interests of the
Corporation. If there are criminal charges, the agent must have had no
reasonable cause to believe that his or her conduct was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction, or
plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the agent did not act in good faith and in a manner that the
agent reasonably believed to be in the best interests of the Corporation, or
that the agent had reasonable cause to believe that his or her conduct was
unlawful.
Section 5.03. Lawsuits by or on behalf of the Corporation. The Corporation shall
have the power to indemnify any person who was, is, or is threatened to be made
a party by reason of the fact that such person is or was an agent of the
Corporation, to any threatened, pending, or completed legal action by or in the
right of the Corporation to procure a judgment in its favor, against expenses
actually and reasonably incurred by the agent in connection with the defense or
settlement of that action, if the agent acted in good faith, in a manner the
agent believed to be in the best interests of the Corporation. However, the
Corporation shall not indemnify any amount paid with respect to a claim, issue,
or matter for which the agent has been adjudged liable to the Corporation in the
performance of his or her duty, except for any expenses (exclusive of judgment
or settlement amount) specifically authorized by the court in which the
proceeding is or was pending, in accordance with statutory requirements.
Section 5.04. Approval; When Required. Unless indemnification is mandatory
because of the agent's successful defense on the merits as set forth in Section
5.05 of this Article, indemnification can be made only as to a specific case,
upon a determination that indemnification is proper in the circumstances because
the agent has met the applicable standard of conduct as set forth in Sections
5.02 or 5.03 of this Article, and must be authorized by one of the following:
(1) a majority vote of the Board with a quorum consisting of directors who are
not parties to the proceeding; (2) the affirmative vote of a majority of the
outstanding shares entitled to vote and present or represented at a duly held
meeting at which a quorum is present or by the written consent of a majority of
the outstanding shares entitled to vote (without counting shares owned by the
person seeking indemnification as either outstanding or entitled to vote); or
(3) the court in which the proceeding is or was pending, upon application by the
Corporation, the agent, the agent's attorney, or other person rendering services
in connection with the defense, regardless of whether the Corporation opposes
the application. Any amount paid in settling or otherwise disposing of a
threatened or pending lawsuit, and any expenses incurred in defending a
threatened or pending action that is settled or otherwise disposed of, must be
authorized by the court in which the proceeding is or was pending, upon
application by the Corporation, the agent, the agent's attorney, or other person
rendering services in connection with the defense, regardless of whether the
Corporation opposes the application.
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Section 5.05, Indemnification Against Expenses. To the extent that an agent of
the Corporation has been successful on the merits in defense of any proceeding
referred to in Section 5.02 or 5.03 of this Article or in defense of any claim,
issue or matter therein, he shall be indemnified against his expenses actually
and reasonably incurred in connection therewith.
Section 5.06. Advance of Expenses. Expenses incurred in defending any proceeding
may be advanced by the Corporation before the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of the agent to repay
such amount unless it shall be determined ultimately that the agent is entitled
to be indemnified as authorized in this Article.
Section 5.07. Other Indemnification. No provision made by the Corporation to
indemnify the directors or officers of the Corporation, or a subsidiary of the
Corporation for the defense of any proceeding, whether contained in the Articles
of Incorporation, Bylaws, a resolution of the shareholders or directors, an
agreement or otherwise, shall be valid unless consistent with Section 317 of the
California General Corporation Law. Nothing contained in this Article shall
affect any right to indemnification to which persons other than such directors
and officers may be entitled by contract or otherwise.
Section 5.08. Forms of Indemnification Not Permitted. No indemnification or
advance shall be made under this Article, except as provided in Section 5.04 or
Section 5.05 of these Bylaws in any circumstance where it appears:
(A) that it would be inconsistent with a provision of the Articles of
Incorporation, Bylaws, a resolution of the shareholders or an agreement in
effect at the time of the accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification; or
(B) that it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 5.09. Insurance. The Corporation shall have the power to buy and
maintain insurance on behalf of any agent of the Corporation of the Corporation
against any liability asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such whether or not the Corporation
would have the power to indemnify the agent against such liability under the
provisions of this Article.
Section 5.10. Nonapplicability to Fiduciaries of Employee Benefit Plans. This
Article does not apply to any proceeding against any trustee, investment manager
or other fiduciary of an employee benefit plan in his capacity as such, even
though he may also be an agent of the Corporation as defined in Section 5.01 of
these Bylaws. Nothing contained in this Article shall limit any right to
indemnification to which such a trustee, investment manager or other fiduciary
may be entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than Section 317 of the California
General Corporation Law.
Article VI. Miscellaneous
Section 6.01. Annual Report to Shareholders. The annual report to shareholders
referred to in Section 1501 of the California General Corporation Law is
expressly waived, but nothing herein shall be interpreted as prohibiting the
Board of Directors from issuing annual or other periodic reports to
shareholders.
Section 6.02. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the name
of 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 6.03. Authority to Execute Contracts. Subject to the provisions of
applicable law, any note, mortgage, evidence of indebtedness, contract, share
certificate, conveyance or other instrument in writing , and any assignment or
endorsements thereof, executed or entered into between the Corporation and any
other person, when signed by the chairman of the board , if there is such an
officer, the president or any vice-president, and the secretary, any assistant
secretary, the chief financial officer or any assistant financial officer of the
Corporation shall be valid and binding on the Corporation unless the other
person knew that the signing officers had no authority to execute the same. Any
such instruments may be signed by any other person or persons and in such manner
as from time to time shall be determined by the Board of Directors and, unless
so
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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 amount.
Section 6.04. Certificates.
(A) Every holder of shares of the Corporation shall be entitled to
have a certificate signed in the name of the Corporation by the chairman of the
board, if there is such an officer, the president or a vice-president and by the
chief financial officer or an assistant financial officer or the secretary or an
assistant secretary, certifying the number of shares and the class or series of
shares owned by the shareholder. Any or all of the signatures on the certificate
may be facsimiles. If 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.
(B) Certificates for shares may be issued before full payment under
such restrictions and for such purposes as the Board of Directors may provide;
provided, however, that on any certificate issued to represent any partly paid
shares, the total amount of the consideration to be paid therefor and the amount
paid thereon shall be stated.
(C) If the shares of the Corporation are ever classified, or if any
class of shares has two or more series, there shall appear on the certificate
one of the following:
(1) a statement of the rights, preferences, privileges and
restrictions granted to or imposed upon each class or series of shares
authorized to be issued upon the holders thereof;
(2) a summary of such rights, preferences, privileges and
restrictions with references to the provisions of the Articles of Incorporation
and any certificates of determination establishing the same; or
(3) a statement setting forth the office or agency of the
Corporation from which shareholders may obtain, upon request and without charge,
a copy of the statement referred to in sub-division (1).
(D) There shall also appear on the certificate (unless stated or
summarized pursuant to sub-division (1) or (2) above or Section 417 of the
California General Corporation Law) the statements required by all of the
following clauses to the extent applicable:
(1) the fact that the shares are subject to restrictions
on transfer;
(2) if the shares are assessable or are not fully paid, a
statement that they are assessable or the statements required by sub-division
(d) of Section 409 of the California General Corporation Law if they are not
fully paid;
(3) the fact that the shares are subject to a voting
agreement under sub-division (a) of Section 706 of the California General
Corporation Law or an irrevocable proxy under sub-division (e) of Section 705 of
the California General Corporation Law or restrictions upon voting rights
contractually imposed by the Corporation;
(4) the fact that shares are redeemable; and
(5) the fact that the shares are convertible and the
period of conversion.
Unless stated on the certificate as required by this paragraph, no restriction
upon transfer, liability for assessment or for the unpaid portion of the
subscription price, right of redemption, voting agreement under sub-division (a)
of Section 706 of the California General Corporation Law, irrevocable proxy
under sub-division (e) of Section 705 of the California General Corporation Law
or voting restriction imposed by the Corporation shall be enforceable against a
transferee of the shares without actual knowledge of such restriction,
liability, right, agreement or proxy.
Section 6.05. Transfer of Certificates. When a certificate for shares is
presented to the Corporation or its transfer clerk or transfer agent with a
request to register the transfer, the Corporation shall register the transfer,
cancel the certificate
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presented, and issue a new certificate if: (a) the security is endorsed by the
appropriate person or persons; (b) reasonable assurance is given that those
endorsements are genuine and effective; (c) the Corporation has no notice of
adverse claims or has discharged any duty to inquire into such adverse claims;
(d) any applicable law relating to the collection of taxes has been complied
with; and (e) the transfer is not in violation of any federal or state
securities law. Where a certificate has been lost, destroyed or wrongfully
taken, the Corporation shall issue a new certificate in place of the original if
the owner: (a) so requests before the Corporation has notice that the
certificate has been acquired by a bona fide purchaser; (b) files with the
Corporation a sufficient indemnity bond; and (c) satisfies any other reasonable
requirements as may be imposed by the Board of Directors. Except as provided
above, no new certificate for shares shall be issued in lieu of an old
certificate unless the Corporation is ordered to do so by a court in the
judgement in an action brought under Section 419(b) of the California General
Corporation Law.
Section 6.06. Representation of Shares of Other Corporations. The president or
any vice-president and the secretary or assistant secretary of the Corporation
are authorized to vote, represent and exercise on behalf of the Corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of the Corporation. The authority herein granted to said
officers to vote or represent on behalf of the Corporation any and all shares
held by the Corporation in 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 6.07. Employee Stock Purchase Plans.
(A) The Corporation may adopt and carry out a stock purchase plan or
agreement or stock option plan or agreement, providing for the issuance and
sale, for such consideration as may be fixed, of its unissued shares, or of
issued shares re-acquired or to be re-acquired, to one or more of the employees
or directors of the Corporation or of a subsidiary or to a trustee on their
behalf and for the payment for such shares in installments or at one time, and
may provide for aiding any such persons in paying for such shares by
compensation for services rendered, promissory notes, or other rights.
(B) Any such stock purchase plan or agreement or stock option plan or
agreement may include, among other features, the fixing of eligibility for
participation therein, the class and price of shares to be issued or sold under
the plan or agreement, the number of shares which may be subscribed for, the
method of payment therefor, the reservation of title until full payment
therefor, the effect of the termination of employment, an option or obligation
on the part of the Corporation to repurchase the shares upon termination of
employment, subject to provisions of Chapter 5 of the California General
Corporation Law, restrictions upon transfer of the shares and the time limits of
and termination of the plan, and any other matters, not in violation of
applicable law, as may be included in the plan as approved or authorized by the
Board of Directors or any committee of the Board.
Section 6.08. Construction and Definitions. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the California 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.
Section 6.09. Amendments. Except as otherwise provided in the Articles of
Incorporation or in Section 3.02 of these Bylaws, these Bylaws, or any of them,
may be altered, amended or repealed, and the new Bylaws may be made, (I) by the
Board of Directors, or (ii) by the affirmative vote of the holders of a majority
of the outstanding shares of voting stock of the Corporation. Any Bylaws made or
altered by the shareholders may be altered or repealed by the Board of Directors
or may be altered or repealed by the shareholders.
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THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of First
Financial Bancorp, a California corporation, (the "Company") and that the
attached is a true and correct copy of the Bylaws of the Company, as amended
through the date of this certificate, in effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunder set my hand this 29th day of
January, 1999.
/s/ David M. Philipp
---------------------------
David M. Philipp
Secretary
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