COMPOSITE COPY
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BYLAWS
OF
WESTAMERICA BANCORPORATION
a California corporation
Last Amendment:
April 28, 1994
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TABLE OF CONTENTS
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Page(s)
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ARTICLE I - OFFICES.................................................................. 1
Section 1.01. Principal Offices................................................. 1
Section 1.02. Other Offices..................................................... 1
ARTICLE II - MEETINGS OF SHAREHOLDERS................................................ 1
Section 2.01. Place of Meetings................................................. 1
Section 2.02. Annual Meeting.................................................... 1
Section 2.03. Special Meeting................................................... 2
Section 2.04. Notice of Shareholders' Meetings.................................. 2
Section 2.05. Manner of Giving Notice: Affidavit of Notice...................... 2
Section 2.06. Quorum............................................................ 3
Section 2.07. Adjourned Meeting: Notice......................................... 3
Section 2.08. Voting............................................................ 3
Section 2.09. Waiver of Notice or Consent by Absent Shareholders................ 3
Section 2.10. Shareholder Action by Written Consent Without a Meeting........... 4
Section 2.11. Record Date for Shareholder Notice, Voting and Giving Consents.... 4
Section 2.12. Proxies........................................................... 5
Section 2.13. Inspectors of Election............................................ 5
Section 2.14. Nominations for Director.......................................... 5
ARTICLE III - DIRECTORS.............................................................. 6
Section 3.01. Powers............................................................ 6
Section 3.02. Number and Qualification of Directors............................. 6
Section 3.03. Election and Term of Office of Directors.......................... 7
Section 3.04. Vacancies......................................................... 7
Section 3.05. Place of Meetings and Meetings by Telephone....................... 7
Section 3.06. Annual Meeting.................................................... 7
Section 3.07. Other Regular Meetings............................................ 7
Section 3.08. Special Meetings.................................................. 8
Section 3.09. Quorum............................................................ 8
Section 3.10. Waiver of Notice.................................................. 8
Section 3.11. Adjournment....................................................... 8
Section 3.12. Notice of Adjournment............................................. 8
Section 3.13. Action Without Meeting............................................ 8
Section 3.14. Fees and Compensation of Directors................................ 9
Section 3.15. Committees of Directors........................................... 9
Section 3.16. Meetings and Action of Committees................................. 9
ARTICLE IV - OFFICERS................................................................ 9
Section 4.01. Officers.......................................................... 9
Section 4.02. Election of Officers.............................................. 9
Section 4.03. Subordinate Officers.............................................. 10
Section 4.04. Removal and Resignation of Officers............................... 10
Section 4.05. Vacancies in Offices.............................................. 10
Section 4.06. Chairman of the Board............................................. 10
Section 4.07. President......................................................... 10
Section 4.08. Vice Presidents................................................... 10
Section 4.09. Secretary......................................................... 10
Section 4.10. Chief Financial Officer........................................... 11
ARTICLE V - MISCELLANEOUS........................................................... 11
Section 5.01. Indemnification Provisions........................................ 11
Section 5.02. Maintenance and Inspection of Share Register...................... 12
Section 5.03. Maintenance and Inspection of Bylaws.............................. 12
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Section 5.04. Maintenance and Inspection of Other Corporate Records............. 13
Section 5.05. Inspection of Books and Records by Directors...................... 13
Section 5.06. Annual Report to Shareholders..................................... 13
Section 5.07. Financial Statements.............................................. 13
Section 5.08. Record Date for Purposes Other than Notice and Voting............. 14
Section 5.09. Checks, Drafts.................................................... 14
Section 5.10. Corporate Contracts and Instruments; How Executed................. 14
Section 5.11. Certificates for Shares........................................... 14
Section 5.12. Lost Certificates................................................. 14
Section 5.13. Representation of Shares of Other Corporations..................... 14
Section 5.14. Construction and Definitions...................................... 15
ARTICLE VI - AMENDMENTS.............................................................. 15
Section 6.01. Amendment by Shareholders......................................... 15
Section 6.02. Amendment by Directors............................................ 15
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BYLAWS
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OF
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WESTAMERICA BANCORPORATION
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ARTICLE I
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OFFICES
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Section 1.01. Principal Offices. The principal executive office of the
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corporation shall be located at 1108 Fifth Avenue, San Rafael, California, or
such other place within or outside the State of California as shall be fixed by
the board of directors. 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
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establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.
ARTICLE II
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MEETINGS OF SHAREHOLDERS
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Section 2.01. Place of Meetings. Meetings of shareholders shall be held at
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any place within or outside 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 executive office of the corporation.
Section 2.02. Annual Meeting. The annual meeting of shareholders shall be
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held each year on a date and at a time designated by the board of directors. At
each annual meeting directors shall be elected, and any other proper business
may be transacted which shall have been properly brought before the meeting. To
be properly brought before an annual meeting, business must have been (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the board of directors, (b) otherwise properly brought before
the meeting by or at the direction of the board of directors, or (c) otherwise
properly brought before the meeting by a shareholder. In addition to any other
applicable requirements, for business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely notice thereof
in writing to the secretary of the corporation. To be timely, a shareholder's
notice must be delivered to or mailed to the secretary of the corporation not
less than 14 days nor more than 50 days prior to the meeting; provided, however,
that in the event that less than 21 days' notice of the date of the meeting is
given to shareholders, notice by the shareholder, to be timely, must be
delivered or mailed to the secretary of the corporation not later than the close
of business on the 7th day following the day on which such notice of the date of
the annual meeting was mailed. A shareholder's notice to the secretary of the
corporation shall set forth as to each matter that the shareholder proposes to
bring before the annual meeting (a) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and residence address of the
shareholder proposing such business, (c) the number of shares of capital stock
of the corporation that are owned by the shareholder, and (d) any material
interest of the shareholder in such business.
Notwithstanding anything in the bylaws to the contrary, no business shall
be conducted at the annual meeting except in accordance with the procedures set
forth in this Section 2.02.
The chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 2.02, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
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Section 2.03. Special Meeting. A special meeting of the shareholders may be
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called at any time by the board of directors, or by the chairman of the board,
or by the president, or by one or more shareholders holding shares in the
aggregate entitled to cast not less than 10% of the votes at that meeting.
If a special meeting is called by any person or persons other than the
board of directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the chairman of the board, the president, any
vice president, or the secretary of the corporation. The officer receiving the
request shall cause notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Sections 2.04 and 2.05 hereof, that a
meeting will be held at the time requested by the person or persons calling the
meeting, not less than thirty-five (35) nor more than sixty (60) days after the
receipt of the request. If the notice is not given within twenty (20) days after
receipt of the request, the person or persons requesting the meeting may give
the notice. Nothing contained in this paragraph of this Section 2.03 shall be
construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the board of directors may be held.
Section 2.04. Notice of Shareholders' Meetings. All notices of meetings of
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shareholders shall be sent or otherwise given to shareholders entitled to vote
thereat in accordance with Section 2.05 not less than ten (10) (or if sent by
third-class mail, thirty (30) nor more than sixty (60)) days before the date of
the meeting. The notice shall specify the place, 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 which the board of directors, at the time of
giving the notice, intends to present for action by the shareholders. The notice
of any meeting at which directors are to be elected shall include the name of
any nominee or nominees whom, at the time of the notice, management intends to
present for election.
If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California, (ii)
an amendment of the articles of incorporation, pursuant to Section 902 of that
Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of
that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section
1900 of that Code, or (v) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares, pursuant to Section 2007 of
that Code, the notice shall also state the general nature of that proposal.
Section 2.05. Manner of Giving Notice: Affidavit of Notice. Notice of any
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meeting of shareholders shall be given to shareholders entitled to vote thereat
either personally or by first-class mail or, in the event this corporation has
outstanding shares held of record by 500 or more persons (determined as provided
in Section 605 of the California Corporations Code) on the record date for the
shareholders meeting, by third-class 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. If no such address appears on the
corporation's books or is given, notice shall be deemed to have been given if
sent to that shareholder by first-class mail or telegraphic or other written
communication to the corporation's principal executive office, or if published
at least once in a newspaper of general circulation in the county where that
office is located. Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by telegram or other means
of written communication.
If any notice addressed to a shareholder at the address of that 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 to the shareholder at that address, all
future notices or reports shall be deemed to have been duly given without
further mailing if these shall be available to the shareholder on written demand
of the shareholder at the principal executive office of the corporation for a
period of one year from the date of the giving of the notice.
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An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting may be executed by the secretary, assistant secretary, or
any transfer agent of the corporation giving the notice, and shall be filed and
maintained in the minute book of the corporation.
Section 2.06. Quorum. The presence in person or by proxy of the holders of
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one-third (1/3) of the shares entitled to vote at any meeting of the
shareholders shall constitute a quorum for the transaction of business. The
shareholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.
Section 2.07. Adjourned Meeting: Notice. Any shareholders' meeting, annual
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or special, whether or not a quorum is present, may be adjourned from time to
time by the vote of the majority of the shares represented at that meeting,
either in person or by proxy, but in the absence of a quorum, no other business
may be transacted at that meeting, except as provided in Section 2.06 hereof.
When any meeting of shareholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at a meeting at which the adjournment is taken,
unless a new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than forty-five (45) days from the date set for the
original meeting, in which case the board of directors shall set a new record
date. Notice of any such adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 2.04 and 2.05. At any adjourned meeting the corporation
may transact any business which might have been transacted at the original
meeting.
Section 2.08. Voting. The shareholders entitled to vote at any meeting of
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shareholders shall be determined in accordance with the provisions of Section
2.11 hereof, subject to the provisions of Sections 702 to 704, inclusive, of the
Corporations Code of California (relating to voting shares held by a fiduciary,
in the name of a corporation, or a joint ownership). The shareholders' vote may
be by voice vote or by ballot; provided, however, that any election for
directors must be by ballot if demanded by any shareholder before the voting has
begun. On any matter other than elections of directors, any shareholder may vote
part of the shares in favor of the proposal and refrain from voting the
remaining shares or vote them against the proposal, but, if the shareholder
fails to specify the number of shares which the shareholder is voting
affirmatively, it will be conclusively presumed that the shareholder's approving
vote is with respect to all shares that the shareholder is entitled to vote. The
affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute a majority of the required quorum) shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by California General Corporation Law or the articles.
At a shareholders' meeting at which directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a
number of votes greater than the number of votes which such shareholder normally
is entitled to cast) unless the candidates' names have been placed in nomination
prior to commencement of the voting and a shareholder has given notice prior to
commencement of the voting of the shareholder's intention to cumulate votes. If
any shareholder has given such a notice, then every shareholder entitled to vote
may cumulate votes for candidates in nomination 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 that shareholder's shares are normally entitled, or distribute
the shareholder's votes on the same principle among any or all of the
candidates, as the shareholder thinks fit. The candidates receiving the highest
number of votes, up to the number of directors to be elected, shall be elected.
Section 2.09. Waiver of Notice or Consent by Absent Shareholders. The
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transactions of any meeting of shareholders, either annual or special, 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 be present either
in person or by proxy, and if, either before or after the meeting, each person
entitled
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to vote, who was not present in person or by proxy, signs a written waiver of
notice or a consent to a holding of the meeting, or an approval of the minutes.
The waiver of notice, consent or approval need not specify either the business
to be transacted or the purpose of any annual or special meeting of
shareholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in the second paragraph of Section
2.04 hereof, the waiver of notice, consent or approval shall state the general
nature of the proposal. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by law to be
included in the notice of the meeting but not so included if that objection is
expressly made at the meeting.
Section 2.10. Shareholder Action by Written Consent Without a Meeting. Any
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action which may be taken at any annual or special meeting of shareholders may
be taken without a meeting and without prior notice, if a consent in writing
setting forth the action so taken, is signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take that action at a meeting at which all shares entitled to
vote on that action were present and voted. In the case-of election of
directors, such a consent shall be effective only if signed by the holders of
all outstanding shares entitled to vote for the election of directors; provided,
however, that a director may be elected at any-time to fill a vacancy on the
board of directors that has not been filled by the directors, by the written
consent of the holders of a majority of the outstanding shares entitled to vote
for the election of directors. All such consents shall be filed with the
secretary of the corporation and shall be maintained in the corporate records.
Any shareholder giving a written consent, or the shareholder's proxy holders, or
a transferee of the shares or a personal representative of the shareholder or
their respective proxy holders, may revoke the consent by a writing received by
the secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the secretary.
If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the secretary shall give prompt
notice of the corporate action approved by the shareholders without a meeting.
This notice shall be given in the manner specified in Section 2.05 hereof. In
the case of approval of (i) contracts or transactions in which a director has a
direct or indirect financial interest, pursuant to Section 310 of the
Corporations Code of California, (ii) indemnification of agents of the
corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the
corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, pursuant to Section 2007 of that Code, the notice shall be given at
least ten (10) days before the consummation of any action authorized by that
approval.
Section 2.11. Record Date for Shareholder Notice, Voting and Giving
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Consents. For purposes of determining the shareholders entitled to notice of any
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meeting or to vote or entitled to give consent to corporate action without a
meeting, the board of directors may fix, in advance, a record date, which shall
not be more than sixty (60) days nor less than ten (10) days before the date of
any such meeting nor more than sixty (60) days before any such action without a
meeting, and in this event only shareholders at the close of business on the
record date are entitled to notice and to vote or to give consents, as the case
may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date, except as otherwise provided in the
California General Corporation Law.
If the board of directors does not so fix a record date:
(a) The record date for determining the shareholders entitled to notice of
or to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.
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(b) The record date for determining shareholders entitled to give consent
to corporate action in writing without a meeting, (i) when no prior action by
the board has been taken, shall be the day on which the first written consent is
given, or (ii) when prior action of the board has been taken, shall be at the
close of business on the day on which the board adopts the resolution relating
to that action, or the sixtieth (60th) day before the date of such other action,
whichever is later.
Section 2.12. Proxies. Every person entitled to vote for directors or on
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any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the secretary of the corporation. A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, or otherwise) by the shareholder or the
shareholder's attorney-in-fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to that proxy, by a
writing delivered to the corporation stating that the proxy is revoked, or by a
subsequent proxy executed by, or as to any meeting by attendance at such meeting
and voting in person by, the person executing the proxy; or (ii) written notice
of the death or incapacity of the maker of that proxy is received by the
corporation before the vote pursuant to that proxy is counted; provided,
however, that no proxy shall be valid after the expiration of eleven (11) months
from the date of the proxy, unless otherwise provided in the proxy. The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Sections 705(e) and 705(f) of the Corporations
Code of California.
Section 2.13. Inspectors of Election. Before any meeting of shareholders,
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the board of directors may appoint any persons other than nominees for office to
act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the chairman of the meeting may, and on
the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request of
one or more shareholders or proxies, the holders of a majority of shares or
their proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed. If any person appointed as inspector fails
to appear or fails or refuses to act, the chairman of the meeting may, and upon
the request of any shareholder or a shareholder's proxy shall, appoint a person
to fill that vacancy.
These inspectors shall:
(a) Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any way arising in
connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or vote
with fairness to all shareholders.
Section 2.14. Nominations for Director. Nominations for election to the
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board of directors may be made by the board of directors or by any shareholder
of any outstanding class of capital stock of the corporation entitled to vote
for the election of directors. Nominations, other than those made by or on
behalf of the board of directors of the corporation, shall be made in writing
and shall be delivered or mailed to the secretary of the corporation not less
than 14 days nor more than 50 days prior to any meeting of shareholders called
for the election of directors; provided, however,
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that if less than 21 days' notice of the meeting is given to shareholders, such
nominations shall be mailed or delivered to the secretary of the corporation not
later than the close of business on the seventh (7th) day following the day on
which the notice of the meeting was mailed. Any such written nomination shall
contain the following information to the extent known to the nominating
shareholder: (a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the total number of shares of
capital stock of the corporation that the shareholder expects will be voted for
each proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the corporation
owned by the notifying shareholder. Nominations not made in accordance herewith
may be disregarded by the chairman of the applicable meeting of shareholders
called for the election of directors in his sole discretion, and upon his
instructions, the inspectors of election may disregard all votes cast for each
such nominee.
ARTICLE III
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DIRECTORS
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Section 3.01. Powers. Subject to the provisions of the California General
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Corporation Law and any limitations in the articles of incorporation and these
bylaws relating to action required to be approved by the shareholders or by 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.
Without prejudice to these general powers, and subject to the same
limitations, the directors shall have the power to:
(a) Select and remove all officers, agents, and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the articles of incorporation, and with these bylaws; fix their
compensation; and require from them security for faithful service.
(b) Change the principal executive office or the principal business office
in the State of California from one location to another; cause the corporation
to be qualified to do business in any other state, territory, dependency, or
country and conduct business within or without the State of California; and
designate any place within or without the State of California for the holding of
any shareholders' meeting, or meetings, including annual meetings.
(c) Adopt, make, and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates.
(d) Authorize the issuance of shares of stock of the corporation on any
lawful terms, in consideration of money paid, labor done, services actually
rendered, debts or securities cancelled, or tangible or intangible property
actually received.
(e) Borrow money and incur indebtedness on behalf of the corporation, and
cause to be executed and delivered for the corporation's purposes, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecation, and other evidences of debt and securities.
Section 3.02. Number and Qualification of Directors. The number of
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directors of the corporation shall be not less than eight (8) nor more than
fifteen (15). The exact number of directors shall be thirteen (13) until
changed, within the limits specified above, with the approval of the board of
directors or the shareholders. The indefinite number of directors may be
changed, or a definite number fixed without provision for an indefinite number,
by a duly adopted amendment to the articles of incorporation or by an amendment
to this bylaw duly adopted by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided, however, that an
amendment reducing the fixed number or the minimum number of directors to a
number less than five (5) cannot be adopted if the votes cast against its
adoption at a meeting of the shareholders, or the shares not consenting in the
case of action by written consent, are equal
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to more than 16-2/3% of the outstanding shares entitled to vote. No amendment
may change the stated maximum number of authorized directors to a number greater
than two times the stated minimum number of directors minus one.
Section 3.03. Election and Term of Office of Directors. Directors shall be
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elected at each annual meeting of the shareholders to hold office until the next
annual meeting. Each director, including a director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified. No person shall be eligible for
election to the board of directors unless nominated in the manner described by
Section 2.14 of these bylaws.
Section 3.04. Vacancies. Vacancies in the board of directors may be filled
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by a majority of the remaining directors, though less than a quorum, or by a
sole remaining director, except that a vacancy created by the removal of a
director by the vote or written consent of the shareholders or by court order
may be filled only by the vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present, or by the
written consent of holders of a majority of the outstanding shares entitled to
vote. Each director so elected shall hold office until the next annual meeting
of the shareholders and until a successor has been elected and qualified.
A vacancy or vacancies in the board of directors shall be deemed to exist
in the event of the death, resignation, or removal of any director, or if the
board of directors by resolution declares vacant the office of a director who
has been declared of unsound mind by an order of court or convicted of a felony,
or if the authorized number of directors is increased, or if the shareholders
fail, at any meeting of shareholders at which any director or directors are
elected, to elect the number of directors to be voted for at that meeting.
The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors, but any such election by
written consent other than to fill a vacancy created by removal shall require
the consent of a majority of the outstanding shares entitled to vote.
Any director may resign effective on giving written notice to the chairman
of the board, the president, the secretary, or the board of directors, unless
the notice specifies a later time for that resignation to become effective. If
the resignation of a director is effective at a future time, the board of
directors may elect a successor to take office when the resignation becomes
effective.
No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.
Section 3.05. Place of Meetings and Meetings by Telephone. Regular meetings
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of the board of directors may be held at any place within or outside the State
of California that has been designated from time to time by resolution of the
board. In the absence of such a designation, regular meetings shall be held at
the principal executive office of the corporation. Special meetings of the board
shall be held at any place within or outside the State of California that has
been designated in the notice of the meeting or, if not stated in the notice or
there is no notice, at the principal executive office of the corporation. Any
meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all directors participating in the meeting
can hear one another, and all such directors shall be deemed to be present in
person at the meeting.
Section 3.06. Annual Meeting. Immediately following each annual meeting of
------------ --------------
shareholders, the board of directors shall hold a regular meeting for the
purpose of organization, any desired election of officers, and the transaction
of other business. Notice of this meeting shall not be required.
Section 3.07. Other Regular Meetings. Other regular meetings of the board
------------ ----------------------
of directors shall be held without call at such time as shall from time to time
be fixed by the board of directors. Such regular meetings may be held without
notice.
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Section 3.08. Special Meetings. 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 any vice president or the secretary or any two
directors.
Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. In case the notice is mailed,
it shall be deposited in the United States mail at least four (4) days before
the time of the holding of the meeting. In case the notice is delivered
personally, or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least forty-eight (48) hours before the
time of the holding of the meeting. Any oral notice given personally or by
telephone may be communicated either to the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. The notice need not specify the
purpose of the meeting nor the place if the meeting is to be held at the
principal executive office of the corporation.
Section 3.09. Quorum. A majority of the authorized number of directors
------------ ------
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 3.11. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present shall
be regarded as the act of the board of directors, subject to the provisions of
Section 310 of the Corporations Code of California (as to approval of contracts
or transactions in which a director has a direct or indirect material financial
interest), Section 311 of that Code (as to appointment of committees), and
Section 317(e) of that Code (as to indemnification 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 required quorum for that meeting.
Section 3.10. Waiver of Notice. The transactions of any meeting of the
------------ ----------------
board of directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes. The waiver of notice or consent need not
specify the purpose of the meeting. All such waivers, consents, and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting. Notice of a meeting shall also be deemed given to any director who
attends the meeting without protesting, before or at its commencement, the lack
of notice to that director.
Section 3.11. Adjournment. A majority of the directors present, whether or
------------ -----------
not constituting a quorum, may adjourn any meeting to another time and place.
Section 3.12. Notice of Adjournment. Notice of the time and place of
------------ ---------------------
holding an adjourned meeting need not be given, unless the meeting is adjourned
for more than twenty-four (24) hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting, in the manner specified
in Section 3.08, to the directors who were not present at the time of the
adjournment.
Section 3.13. Action Without Meeting. Any action required or permitted to
------------ ----------------------
be taken by the board of directors may be taken without a meeting, if all
members of the board shall individually or collectively consent in writing to
that action. Such action by written consent shall have the same force and effect
as a unanimous vote of the board of directors. Such written consent or consents
shall be filed with the minutes of the proceedings of the board.
Section 3.14. Fees and Compensation of Directors. Directors and members of
------------ ----------------------------------
committees may receive such compensation, if any, for their services, and such
reimbursement of expenses, as may be fixed or determined by resolution of the
board of directors. This Section 3.14 shall not be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation for those services.
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Section 3.15. Committees of Directors. The board of directors may, by
------------ -----------------------
resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two or more directors, to
serve at the pleasure of the board. The board may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. The appointment of members or alternate
members of a committee requires the vote of a majority of the authorized number
of directors. Any committee, to the extent provided in the resolution of the
board, shall have all the authority of the board, except with respect to:
(a) The approval of any action which, under the General Corporation Law of
California, also requires shareholders' approval or approval of the outstanding
shares;
(b) The filling of vacancies on the board of directors or in any committee;
(c) The fixing of compensation of the directors for serving on the board or
on any committee;
(d) The amendment or repeal of bylaws or the adoption of new bylaws;
(e) The amendment or repeal of any resolution of the board of directors
which by its express terms is not so amendable or repealable;
(f) 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; or
(g) The appointment of any other committees of the board of directors or
the members of these committees.
Section 3.16. Meetings and Action of Committees. Meetings and action of
------------ ---------------------------------
committees shall be governed by, and held and taken in accordance with, the
provisions of Sections 3.05 (place of meetings), 3.07 (regular meetings), 3.08
(special meetings and notice), 3.09 (quorum), 3.10 (waiver of notice), 3.11
(adjournment), 3.12 (notice of adjournment), and 3.13 (action without meeting)
of these bylaws, with such changes in the context of those bylaws as are
necessary to substitute the committee and its members for the board of directors
and its members, except that the time of regular meetings of committees may be
determined either by resolution of the board of directors or by resolution of
the committee; special meetings of committees may also be called by resolution
of the board of directors; and notice of special meetings of committees shall
also be given to all alternate members, who shall have the right to attend all
meetings of the committee. The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
bylaws.
ARTICLE IV
----------
OFFICERS
--------
Section 4.01. Officers. The officers of the corporation shall be a chairman
------------ --------
of the board, a president, a secretary, and a chief financial officer. The
corporation may also have, at the discretion of the board of directors, one or
more vice presidents, one or more assistant secretaries, one or more treasurers
or assistant treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 4.03. Any number of offices may be
held by the same person.
Section 4.02. Election of Officers. The officers of the corporation, except
------------ --------------------
such officers as may be appointed in accordance with the provisions of Sections
4.03 or 4.05 hereof, shall be chosen by the board of directors, and each shall
serve at the pleasure of the board, subject to the rights, if any, of an officer
under any contract of employment.
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Section 4.03. Subordinate Officers. The board of directors may appoint, and
------------ --------------------
may empower the chairman of the board to appoint, such other officers as the
business of the corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are provided in the
bylaws or as the board of directors may from time to time determine.
Section 4.04. Removal and Resignation of Officers. Subject to the rights,
------------ -----------------------------------
if any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by the board of directors, at any regular
or special meeting of the board of directors, or, except in the case of an
officer chosen by the board of directors, by any other officer upon whom such
power of removal may be conferred by the board of directors.
Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.
Section 4.05. Vacancies in Offices. A vacancy in any office because of
------------ --------------------
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in these bylaws for regular appointments to that
office.
Section 4.06. Chairman of the Board. The board of directors shall appoint
------------ ---------------------
one of its members to be chairman of the board to serve at the pleasure of the
board. Such person shall preside at all meetings of the board. The chairman of
the board shall have the powers conferred by these bylaws and shall also have
and may exercise such further powers and duties as from time to time may be
conferred or assigned by the board of directors.
Section 4.07. President. The president of the corporation shall, in the
------------ ---------
absence of the chairman of the board, preside at all meetings of shareholders
and at all meetings of the board of directors. The president shall exercise and
perform such duties as may be assigned to him by the board of directors or the
chairman of the board or as prescribed by the bylaws.
Section 4.08. Vice Presidents. In the absence or disability of the
------------ ---------------
president, the vice presidents, if any, in order of their rank as fixed by the
board of directors or, if not ranked, a vice president designated by the board
of directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors or the bylaws, and the president.
Section 4.09. Secretary. The secretary shall keep or cause to be kept, at
------------ ---------
the principal executive office or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of directors, committees
of directors, and shareholders, with the time and place of holding, whether
regular or special, and, if special, how authorized, the notice given, the names
of those present at directors' meetings or committee meetings, the number of
shares present or represented at shareholders' meetings, and the proceedings.
The secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporation's transfer agent or registrar, as
determined by resolution of the board of directors, a share register, or a
duplicate share register, showing the names of all shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all meetings of
the shareholders and of the board of directors required by the bylaws or by law
to be given, and he shall keep the seal of the corporation, if one be adopted,
in safe custody, and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or by the bylaws.
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Section 4.10. Chief Financial Officer. The chief financial officer shall
------------ -----------------------
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and shares. The books
of account shall at all reasonable times be open to inspection by any director.
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 of his
transactions as chief financial officer and of the financial condition of the
corporation, and shall have other powers and perform such other duties as may be
prescribed by the board of directors or these bylaws.
ARTICLE V
---------
MISCELLANEOUS
-------------
Section 5.01. Indemnification Provisions. Except as prohibited by law,
------------ --------------------------
every director of this corporation shall be entitled as a matter of right to be
indemnified by the corporation against reasonable expense and any liability paid
or incurred by such person in connection with any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative, investigative or other, whether brought by or in the name of the
corporation or otherwise, in which he or she may be involved, as a party or
otherwise, by reason of such person being or having been a director, officer,
employee or agent of the corporation or by reason of the fact that such person
is or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise or was a director, officer, employee
or agent of a corporation which was a predecessor corporation of the corporation
or of another enterprise at the request of such predecessor corporation (such
claim, action, suit or proceeding hereinafter being referred to as an "Action");
provided, however, that no such right of indemnification shall exist in favor of
a director with respect to an Action brought by such director against the
corporation (other than a suit for indemnification as provided below in this
Section 5.01). Such indemnification shall include the right to have expenses
incurred by such person in connection with an Action paid in advance by the
corporation until the final disposition of the Action, subject to such
conditions as may be prescribed by law. As used herein, "liability" shall
include amounts of judgments, excise taxes, fines and penalties, and amounts
paid in settlement; and "expense" shall include fees and expenses of counsel
subject to the terms of the following paragraph.
If the corporation shall be obligated to pay the expenses of any Action
against a director, the corporation, if appropriate, shall be entitled to assume
the defense of such Action, with counsel approved by the director, upon the
delivery to the director of written notice of its election so to do. After
delivery of such notice, approval of such counsel by the director and the
retention of such counsel by the corporation, the corporation will not be liable
to the director under this Section 5.01 for any fees or expenses of counsel
subsequently incurred by the director with respect to the same Action, provided
that (i) the director shall have the right to employ his counsel in any such
Action at the director's expense; and (ii) the fees and expenses of the
director's counsel shall be at the expense of the corporation if (A) the
employment of counsel by the director has been previously authorized by the
corporation, (B) the director shall have reasonably concluded that there may be
a conflict of interest between the corporation and the director in the conduct
of any such defense or (C) the corporation shall not, in fact, have employed
counsel to assume the defense of such Action. Notwithstanding anything contained
herein to the contrary, the corporation shall have no obligation under this
Section 5.01 to indemnify any director for any amounts paid in settlement of an
Action unless the corporation consents to such settlement, which consent shall
not be unreasonably withheld.
If a claim under the two preceding paragraphs is not paid in full by the
corporation within thirty (30) days after a written notice thereof has been
received by the corporation, the claimant
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may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim, and if successful in whole or in part, the claimant
shall also be entitled to be paid the expense of prosecuting such claim. It
shall be a defense to any such action that the conduct of the claimant was such
that under California law the corporation would be prohibited from indemnifying
the claimant for the amount claimed, but the burden of proving such defense
shall be on the corporation. Neither the failure of the corporation (including
its board) to have made a determination prior to the commencement of such action
that indemnification of the claimant is proper in the circumstances because the
conduct of the claimant was not such that indemnification would be prohibited by
law, nor an actual determination by the corporation (including the board of
directors, independent legal counsel or its shareholders) that the conduct of
the claimant was such that indemnification would be prohibited by law, shall be
a defense to the action or create a presumption that the conduct of the claimant
was such that indemnification would be prohibited by law.
The right of indemnification provided for herein (a) shall not be deemed
exclusive of any other rights, whether now existing or hereafter created, to
which those seeking indemnification hereunder may be entitled under any
agreement, bylaw or article provision, vote of shareholders or directors or
otherwise, (b) shall continue as to persons who have ceased to have the status
pursuant to which they were entitled or were denominated as entitled to
indemnification hereunder and shall inure to the benefit of the heirs and legal
representatives of persons entitled to indemnification hereunder, and (c) shall
be applicable to actions, suits or proceedings commenced after the adoption
hereof, whether arising from acts or omissions occurring before or after the
adoption hereof. The right of indemnification provided for herein may not be
amended, modified or repealed so as to limit in any way the indemnification
provided for herein with respect to any acts or omissions occurring prior to the
adoption of any such amendment or repeal.
The corporation has full power and authority to extend any of the
indemnification benefits provided for in this Section 5.01 to any officer or
agent of the corporation, but the corporation is under no obligation to extend
such benefits to any person who is not entitled thereto by law or pursuant to
the first paragraph of this Section 5.01.
Section 5.02. Maintenance and Inspection of Share Register. The corporation
------------ --------------------------------------------
shall keep at its principal executive office, or at the office of its transfer
agent or registrar, if either be appointed and as determined by resolution of
the board of directors, a record of its shareholders, giving the names and
addresses of all shareholders and the number and class of shares held by each
shareholder.
A shareholder or shareholders of the corporation holding at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation may (i) inspect and copy the records of shareholders' names and
addresses and shareholdings during usual business hours on five (5) days' prior
written demand on the corporation, and (ii) obtain from the transfer agent of
the corporation, on written demand and on the tender of such transfer agent's
usual charges for such list, 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 that list has been compiled or as of
a date specified by the shareholder after the date of demand. This list shall be
made available to any such shareholder by the transfer agent on or before the
later of five (5) days after the demand is received or the date specified in the
demand as the date as of which the list is to be compiled. The record of
shareholders shall also be open to inspection on the written demand of any
shareholder or holder of a voting trust certificate, at any time during usual
business hours, for a purpose reasonably related to the holder's interests as a
shareholder or as the holder of a voting trust certificate. Any inspection and
copying under this Section 5.02 may be made in person or by an agent or attorney
of the shareholder or holder of a voting trust certificate making the demand.
Section 5.03. Maintenance and Inspection of Bylaws. The corporation shall
------------ ------------------------------------
keep at its principal executive office, or if its principal executive office is
not in the State of California, at its principal business office in this state,
the original or a copy of the bylaws as amended to date, which shall be open to
inspection by the shareholders at all reasonable times during office hours. If
the principal executive office of the corporation is outside the State of
California and the
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corporation has no principal business office in this state, the secretary shall,
upon the written request of any shareholder, furnish to that shareholder a copy
of the bylaws as amended to date.
Section 5.04. Maintenance and Inspection of Other Corporate Records. The
------------ -----------------------------------------------------
accounting books and records and minutes of proceedings of the shareholders and
the board of directors and any committee or committees of the board of directors
shall be kept at such place or places designated by the board of directors, or,
in the absence of such designation, at the principal executive office of the
corporation. The minutes shall be kept in written form and the accounting books
and records shall be kept either in written form or in any other form capable of
being converted into written form. The minutes and accounting books and records
shall be open to inspection upon the written demand of any shareholder or holder
of a voting trust certificate, at any reasonable time during usual business
hours, for a purpose reasonably related to the holder's interests as a
shareholder or as the holder of a voting trust certificate. The inspection may
be made in person or by an agent or attorney, and shall include the right to
copy and make extracts. These rights of inspection shall extend to the records
of each subsidiary corporation of the corporation.
Section 5.05. Inspection of Books and Records by Directors. Every director
------------ --------------------------------------------
shall have the absolute right at any reasonable time to inspect all books,
records, and documents of every kind and the physical properties of the
corporation and each of its subsidiary corporations. This inspection by a
director may be made in person or by an agent or attorney and the right of
inspection includes the right to copy and make extracts of documents.
Section 5.06. Annual Report to Shareholders. The board of directors shall
------------ -----------------------------
cause an annual report to be sent to the shareholders not later than one hundred
twenty (120) days after the close of the fiscal year adopted by the corporation.
This report shall be sent at least fifteen (15) (or, if sent by third-class
mail, thirty-five (35)) days before the annual meeting of shareholders to be
held during the next fiscal year and in the manner specified in Section 2.05 of
these bylaws for giving notice to shareholders of the corporation. The annual
report shall contain a balance sheet as of the end of the fiscal year and an
income statement and statement of changes in financial position for the fiscal
year, accompanied by any report of independent accountants or, if there is no
such report, the certificate of an authorized officer of the corporation that
the statements were prepared without audit from the books and records of the
corporation.
Section 5.07. Financial Statements. A copy of any annual financial
------------ --------------------
statement and any income statement of the corporation for each quarterly period
of each fiscal year, and any accompanying balance sheet of the corporation as of
the end of each such period, that has been prepared by the corporation shall be
kept on file in the principal executive office of the corporation for twelve
(12) months and each such statement shall be exhibited at all reasonable times
to any shareholder demanding an examination of any such statement or a copy
shall be mailed to any such shareholder.
If a shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of stock of the corporation makes a written
request to the corporation for an income statement of the corporation for the
three-month, six-month, or nine-month period of the then current fiscal year
ended more than thirty (30) days before the date of the request, and a balance
sheet of the corporation as of the end of that period, the chief financial
officer shall cause the statements referred to above to be prepared, if not
already prepared, and shall deliver personally or mail that statement or
statements to the person making the request within thirty (30) days after the
receipt of the request. If the corporation has not sent to the shareholders its
annual report for the last fiscal year, this report shall likewise be delivered
or mailed to any shareholder or shareholders within thirty (30) days after the
request.
The corporation shall also, on the written request of any shareholder, mail
to the shareholder a copy of the last annual, semi-annual, or quarterly income
statement which it has prepared, and a balance sheet as of the end of that
period.
The quarterly income statements and balance sheets referred to in this
Section 5.07 shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.
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Section 5.08. Record Date for Purposes Other than Notice and Voting. For
------------ -----------------------------------------------------
purposes of determining the shareholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action (other than action by
shareholders by written consent without a meeting), the board of directors may
fix, in advance, a record date, which shall not be more than sixty (60) days
before any such action, and in that case only shareholders at the close of
business on the record date are entitled to receive the dividend, distribution,
or allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date so fixed, except as otherwise provided in the California General
Corporation Law.
If the board of directors does not so fix a record date, the record date
for determining shareholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution or the
sixtieth (60th) day before the date of that action, whichever is later.
Section 5.09. Checks, Drafts. Evidences of Indebtedness. All checks,
------------ --------------
drafts, or other orders for payment of money, notes, or other evidences of
indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the board of directors.
Section 5.10. Corporate Contracts and Instruments; How Executed. The board
------------ -------------------------------------------------
of directors, except as otherwise provided in these bylaws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation, and this authority
may be general or confined to specific instances; and, unless so authorized or
ratified by the board of directors or within the agency power of an officer, 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 for any amount.
Section 5.11. Certificates for Shares. A certificate or certificates for
------------ -----------------------
shares of the capital stock of the corporation shall be issued to each
shareholder when any of these shares are fully paid, and the board of directors
may authorize the issuance of certificates or shares as partly paid provided
that these certificates shall state the amount of the consideration to be paid
for them and the amount paid. All certificates shall be signed in the name of
the corporation by the chairman of the board or vice chairman of the board or
the president or vice president and by the chief financial officer or the
treasurer or an assistant treasurer or the secretary or any 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 facsimile.
In case any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on a certificate shall have ceased to be
that officer, transfer agent, or registrar before that certificate is issued, it
may be issued by the corporation with the same effect as if that person were an
officer, transfer agent or registrar at the date of issue.
Section 5.12. Lost Certificates. Except as provided in this Section 5.12,
------------ -----------------
no new certificates for shares shall be issued to replace an old certificate
unless the latter is surrendered to the corporation and cancelled at the same
time. The board of directors may, in case any share certificate or certificate
for any other security is lost, stolen or destroyed, authorize the issuance of a
replacement certificate on such terms and conditions as the board may require,
including provision for indemnification of the corporation secured by a bond or
other adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability, on account of
the alleged loss, theft, or destruction of the certificate or the issuance of
the replacement certificate.
Section 5.13. Representation of Shares of Other Corporations. The chairman
------------ ----------------------------------------------
of the board, the president, or any vice president, or any other person
authorized by resolution of the board of directors or by any of the foregoing
designated officers, is authorized to vote on behalf of the corporation any and
all shares of any other corporation or corporations, foreign or domestic,
standing in the name of the corporation. The authority granted to these officers
to vote or represent on behalf of the corporation any and all shares held by the
corporation in any other corporation or
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corporations may be exercised by any of these officers in person or by any
person authorized to do so by a proxy duly executed by these officers.
Section 5.14. Construction and Definitions. Unless the context requires
------------ ----------------------------
otherwise, the general provisions, rules of construction and definitions in the
California General Corporation Law shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.
ARTICLE VI
----------
AMENDMENTS
----------
Section 6.01. Amendment by Shareholders. New bylaws may be adopted or
------------ -------------------------
these bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the articles of incorporation of the corporation set forth the
number of authorized directors of the corporation, the authorized number of
directors may be changed only by an amendment of the articles of incorporation.
Section 6.02. Amendment by Directors. Subject to the rights of the
------------ ----------------------
shareholders as provided in Section 6.01 hereof, to adopt, amend, or repeal
bylaws, bylaws may be adopted, amended, or repealed by the board of directors;
provided, however, that the board of directors may adopt a bylaw or amendment of
a bylaw changing the authorized number of directors only for the purpose of
fixing the exact number of directors within the limits specified in the articles
of incorporation or in Section 3.02 of these bylaws.
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