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Exhibit 3.8
BYLAWS
OF
CCIR OF CALIFORNIA CORPORATION
A California corporation
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TABLE OF CONTENTS
Page
ARTICLE 1. - OFFICES....................................................... 1
1.1 Principal Executive Office........................................ 1
1.2 Other Offices..................................................... 1
ARTICLE 2. - MEETINGS OF SHAREHOLDERS...................................... 1
2.1 Place of Meetings................................................. 1
2.2 Annual Meetings................................................... 1
2.3 Special Meetings.................................................. 1
2.4 Notice of Shareholders' Meetings.................................. 2
2.5 Manner of Giving Notice; Affidavit of Notice...................... 2
2.6 Adjourned Meetings and Notice Thereof............................. 3
2.7 Voting at Meetings of Shareholders................................ 3
2.8 Record Date for Shareholder Notice, Voting and Giving Consents.... 4
2.9 Quorum............................................................ 4
2.10 Consent of Absentees............................................. 4
2.11 Action Without Meeting........................................... 5
2.12 Proxies.......................................................... 5
2.13 Inspectors of Election........................................... 6
ARTICLE 3. - DIRECTORS..................................................... 7
3.1 Powers of Directors............................................... 7
3.2 Number of Directors............................................... 8
3.3 Election and Term of Office....................................... 8
3.4 Vacancies......................................................... 9
3.5 Place of Meeting.................................................. 9
3.6 Annual Meeting.................................................... 9
3.7 Special Meetings.................................................. 9
3.8 Adjournment of Meetings........................................... 10
3.9 Notice of Adjournment............................................. 10
3.10 Waiver of Notice................................................. 10
3.11 Quorum........................................................... 10
3.12 Fees and Compensation............................................ 10
3.13 Action Without Meeting........................................... 10
ARTICLE 4 - OFFICERS....................................................... 11
4.1 Officers.......................................................... 11
4.2 Election.......................................................... 11
4.3 Subordinate Officers.............................................. 11
4.4 Removal and Resignation of Officers............................... 11
4.5 Vacancies......................................................... 11
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4.6 Duties of Officers................................................ 11
4.6.1 Chairman of the Board........................................ 11
4.6.2 President.................................................... 11
4.6.3 Vice Presidents.............................................. 12
4.6.4 Secretary.................................................... 12
4.6.5 Assistant Secretaries........................................ 12
4.6.6 Treasurer.................................................... 12
4.6.7 Assistant Financial Officers................................. 13
ARTICLE 5 - SHARES OF STOCK................................................ 13
5.1 Share Certificates................................................ 13
5.2 Fractional Shares................................................. 13
5.3 Transfer of Shares................................................ 13
5.4 Lost or Destroyed Certificate..................................... 14
ARTICLE 6 - MISCELLANEOUS.................................................. 14
6.1. Indemnity of Officers, Directors, Employees and Other Agents..... 14
6.2 Shareholder Inspection of Bylaws.................................. 14
6.3 Maintenance and Inspection of Records of Shareholders............. 14
6.4 Shareholder Inspection of Corporate Records....................... 15
6.5 Inspection by Directors........................................... 15
6.6 Checks, Drafts, etc............................................... 15
6.7 Contracts, etc., How Executed..................................... 15
6.8 Representation of Shares of Other Corporations.................... 16
6.9 Annual Report..................................................... 16
6.10 Annual Statement of General Information.......................... 16
ARTICLE 7 - AMENDMENTS TO BYLAWS........................................... 16
7.1 Amendment by Shareholders......................................... 16
7.2 Amendment by Directors............................................ 16
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BYLAWS
OF
CCIR OF CALIFORNIA CORP.
ARTICLE 1.
OFFICES
1.1 Principal Executive Office. The address of the initial principal
executive office for the transaction of the business of CCIR of California
Corp., a California corporation (the "Corporation"), is hereby fixed as: CCIR of
California Corp., 1758 East Junction Ave., San Jose, California. The board of
directors may from time to time change said principal executive office from one
location to another within the State of California.
1.2 Other Offices. Branch or subordinate offices may at any time be
established by the board of directors at any place or places where the
Corporation is qualified to do business.
ARTICLE 2.
MEETINGS OF SHAREHOLDERS
2.1 Place of Meetings. All meetings of the shareholders of the
Corporation shall be held at the principal executive office of the Corporation,
or at any other place within or without the State of California which may be
designated either by the board of directors or by the written consent of all
shareholders entitled to vote thereat, provided such shareholder consent is
given either before or after the meeting and filed with the secretary of the
Corporation.
2.2 Annual Meetings. The annual meetings of shareholders shall be held
on the last Tuesday of January of each year, or on such other date as may be
subsequently determined by the board of directors of the Corporation. At such
meetings, directors shall be elected, reports of the affairs of the Corporation
shall be considered and any other business may be transacted which is within the
powers of the shareholders.
2.3 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes whatsoever, may be called at any time by the president or by
the board of directors or by the chairman of the board or by one or more
shareholders holding shares in the aggregate entitled to cast not less than ten
percent (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
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shareholders entitled to vote, in accordance with the provisions of sections 2.4
and 2.5 of this Article 2, and the notice shall set forth that a meeting will be
held at the time requested by the person or persons calling the meeting,
provided such time is not less than thirty-five (35) or 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 section 2.3 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.
2.4 Notice of Shareholders' Meetings. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with section 2.5 of
this Article 2 not less than ten (10) or 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 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.
Pursuant to the California Corporations Code (the "Corporations Code"),
the notice shall also state the general nature of the proposal 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,
(ii) an amendment of the Articles of Incorporation, (iii) a reorganization of
the Corporation, (iv) a voluntary dissolution of the Corporation under section
1900 of that Code or (v) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares of the Corporation's stock.
2.5 Manner of Giving Notice: Affidavit of Notice. Notice of any
shareholders' meeting shall be given either personally or by first-class mail,
charges prepaid, or by facsimile transmission, addressed to the shareholder at
the address of that 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 has been so given, notice
shall be deemed to have been given if sent to that shareholder by first-class
mail or by facsimile transmission to the Corporation's principal executive
office, or if published at least once in a newspaper of general circulation in
the country where that office is located. Notice shall be deemed to have been
given at the time when delivered personally, deposited in the mail, delivered to
a common carrier for transmission to the recipient, actually transmitted by
electronic means to the recipient by the person giving the notice or sent by
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 such notices or reports shall be available to
the shareholder on written
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demand of the shareholder at the principal executive office of the Corporation
for a period of one (1) year from the date of the giving of the notice or
report.
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 filed and
maintained in the minute book of the Corporation.
2.6 Adjourned Meetings and Notice Thereof. Any annual or special
shareholders' meeting may be adjourned from time to time, whether or not a
quorum is present, by the vote of the majority of the shares, the holders of
which are either present in person or represented by proxy thereat, but in the
absence of a quorum, no other business may be transacted at such meeting except
in the case of the withdrawal of a shareholder from a quorum as provided in
section 2.9 of this Article 2.
When any shareholders' meeting, either annual or special, is adjourned
for more than forty-five (45) days, or if after the adjournment a new record
date is fixed for the adjourned meeting, notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the adjourned meeting
in accordance with the provisions of sections 2.4 and 2.5 of this Article 2.
Save as aforesaid, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting other
than by announcement at the meeting at which such adjournment is taken. At any
adjourned meeting, the shareholders may transact any business that might have
been transacted at the regular meeting.
2.7 Voting at Meetings of Shareholders. The shareholders entitled to
vote at any meeting of shareholders shall be determined in accordance with the
provisions of section 2.8 of this Article 2, subject to all applicable
provisions of the Corporations Code (relating to voting shares held by a
fiduciary, in the name of a Corporation, or in 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 the election 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. If a quorum is present (or if a quorum had been present earlier at the
meeting but some shareholders had withdrawn), the affirmative vote of a majority
of the shares represented and voting, provided such shares voting affirmatively
also constitutes a majority of the number of shares required for a quorum, shall
be the act of the shareholders, unless the vote of a greater number or voting by
classes is required by the Corporations Code or by the Corporation's Articles of
Incorporation.
Each shareholder shall be entitled to cumulate votes only if the
procedures set forth in Section 708 of the Corporations Code have been
satisfied.
2.8 Record Date for Shareholder Notice, Voting and Giving Consents. For
purposes of determining the shareholders entitled to notice of any meeting or to
vote or entitled to give consent to corporate action without a meeting, the
board of directors may fix, in advance, a
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record date, which shall not be more than sixty (60) days or less than ten (10)
days before the date of any such meeting or more than sixty (60) days before any
such action without a meeting, and in this event only those shareholders of
record at the close of business on the date so fixed shall be entitled to notice
and to vote or to give consent, 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 by the Corporations Code.
If the board of directors does not so fix a record date:
(a) The record date for determining 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; and
(b) The record date for determining shareholders entitled to
give consent to corporate action in writing without a meeting shall be (i) when
no prior action by the board has been taken, the day on which the first written
consent is given, or (ii) when prior action of the board has been taken, 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.
2.9 Quorum. The presence in person or by proxy of persons entitled to
vote a majority of the voting shares at any meeting shall constitute a quorum of
the shareholders 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.
2.10 Consent of Absentees. The 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 of the shareholders entitled to vote, who was
not present in person or by proxy, signs a written waiver of notice or a consent
to the holding of such meeting or an approval of the minutes thereof. The waiver
of notice or consent need not specify either the business to be transacted or
the purpose of any annual or special meeting of shareholders, except that if
action is taken or proposed to be taken for approval of any of those matters
specified in the second paragraph of section 2.4 of this Article 2, the waiver
of notice or consent shall state the general nature of the proposal. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.
Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the persons 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.
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2.11 Action Without Meeting. Any 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,
shall be signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Notwithstanding the previous sentence, directors may be elected by
written consent without a meeting only if the written consent of all outstanding
shares entitled to vote is obtained, except that a vacancy in the board (other
than a vacancy created by removal of a director) not filled by the board may be
filled by the written consent of the holders of a majority of the outstanding
shares entitled to vote.
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 proxyholders, or a transferee of the
shares or a personal representative of the shareholder or their respective
proxyholders, may revoke the consent by a writing received by the Corporation
prior to the time that written consent of the number of shares required to
authorize the proposed action has been filed with the secretary of the
Corporation, but may not do so thereafter. Such revocation is effective upon its
receipt by the secretary of the Corporation.
If the consents of all shareholders entitled to vote have been
solicited in writing, and corporate action has been approved without a meeting
by less than the unanimous written consent of those shareholders entitled to
vote on such action, then the secretary shall give to those shareholders
entitled to vote who have not consented in writing:
(a) Notice of such approval at least ten (10) calendar days
before the consummation of the action authorized by such approval, if the
corporate action concerns (i) contracts or transactions in which a director has
a direct or indirect financial interest, (ii) indemnification of agents of the
Corporation, (iii) a reorganization, or (iv) a distribution in dissolution other
than in accordance with the rights of the outstanding preferred shares; and
(b) Prompt notice of any other corporate action. The notice
required by this section 2.11 shall conform to the requirements of paragraph (b)
of section 2.8 of this Article 2.
2.12 Proxies. Every person entitled to vote for directors or on 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 that 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
attendance at the meeting and voting in person by the person executing the proxy
or by a subsequent proxy executed by the same person and presented at the
meeting; 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
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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 the
Corporations Code.
2.13 Inspectors of Election. Before any meeting of shareholders, 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 inspectors of
election are not so appointed, the chairman of the meeting may, and on the
request of any shareholder or 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 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 results; and
(g) Do any other acts that may be proper to conduct the
election or vote with fairness to all shareholders.
ARTICLE 3.
DIRECTORS
3.1 Powers of Directors. Subject to limitations of the Articles of
Incorporation, of these Bylaws and of the Corporations Code as to actions which
shall be authorized or approved by the shareholders, by the outstanding shares
or by a less than majority vote of a class or series of preferred shares, and
subject to the duties of directors as prescribed by these Bylaws, all corporate
powers shall be exercised by or under the authority of, and the business and
affairs of the Corporation shall be controlled by, the board of directors.
Without prejudice to such general powers but subject to the same limitations, it
is hereby expressly declared that the directors shall have the following powers,
to wit:
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First: To conduct, manage and control the affairs and business of
the Corporation and to make such rules and regulations therefor not inconsistent
with law or with the Articles of Incorporation or with these Bylaws, as they may
deem best.
Second: To select and remove all the other officers, agents and
employees of the Corporation, to prescribe such powers and duties for them as
may not be inconsistent with law, with the Articles of Incorporation or with
these Bylaws, to fix their compensation and to require from them security for
faithful service.
Third: To change the principal executive office for the
transaction of the business of the Corporation from one location to another
within the State of California, as provided in Article I, section 1.1, hereof;
to fix and locate from time to time one or more subsidiary offices of the
Corporation within or without the State of California, as provided in Article 1,
section 1.2, hereof; to designate any place within or without the State of
California for the holding of any shareholders' meeting or meetings except
annual meetings; and to adopt, make and use a corporate seal, to prescribe the
forms of certificates of stock and to alter the form of such seal and of such
certificates from time to time as in their judgment they may deem best, provided
that such seal and such certificates shall at all times comply with the
provisions of law.
Fourth: To authorize the issuance of shares of stock of the
Corporation from time to time, upon such terms as may be lawful, as dividends or
in consideration of money paid, labor done or services actually rendered to the
Corporation or for its benefit or in its formation or reorganization, debts or
securities canceled, or tangible or intangible property actually received, but
neither promissory notes of the purchaser, unless secured by property other than
the shares acquired or otherwise permitted by the Corporations Code, nor future
services shall constitute payment or part payment for shares of the Corporation.
Fifth: To borrow money and incur indebtedness for the purposes of
the Corporation and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor.
Sixth: To designate, by resolution adopted by a majority of the
authorized number of directors, 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 alternative members of any committee, who may
replace any absent member at any meeting of the committee. Any such committee
shall have all the authority of the board to the extent provided in the
resolution of the board or in these Bylaws, except with respect to:
(a) The approval of any action for which, under the
Corporations Code, shareholders' approval or approval of the outstanding shares
is also required;
(b) The filling of vacancies on the board or in any committee;
(c) The fixing of compensation of the directors for serving on
the board or on any committee;
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(d) The amendment or repeal of bylaws or the adoption of new
Bylaws;
(e) The amendment or repeal of any resolution of the board
which by its express terms is not so amendable or repealable;
(f) A distribution to the shareholder of the Corporation,
except at a rate, in a periodic amount or within a price range set forth or
determined by the board; or
(g) The appointment of other committees of the board or the
members thereof.
Seventh: To declare dividends at such times and in such amounts as
the condition of the affairs of the Corporation may warrant.
Eighth: Generally to exercise all of the powers and to perform all
of the acts and duties that from time to time may be permitted by law
appertaining to their office.
3.2 Number of Directors. The authorized number of directors of the
Corporation shall be one (1) unless and until, as may be required by the
Corporations Code, additional members are elected to the Board by the
shareholders of the Corporation and this section 3.2 is properly amended;
provided, however, that if the number of directors is increased, it cannot
thereafter be decreased to less than that number if the votes cast against the
adoption of a resolution decreasing said number at a meeting of the
shareholders, or the shares not consenting in the case of action by written
consent, equals more than 16-2/3 percent of the outstanding shares entitled to
vote.
3.3 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, the directors may be elected at any
special meeting of shareholders held for that purpose. All directors shall hold
office until their respective successors are elected.
3.4 Vacancies. 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. Each director so elected shall hold office until his
successor is elected at an annual or a special meeting of the shareholders.
A vacancy or vacancies in the board of directors shall be deemed to
exist in case of the death, resignation or removal of any director or if the
authorized number of directors be 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.
The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors. If the board of directors
accepts the resignation of a director tendered to take effect at a future time,
the board or the shareholders shall have the power to elect a successor to take
office when the resignation is to become effective.
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No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.
3.5 Place of Meeting. Regular meetings of the board of directors shall
be held at any place within or without the State of California which has been
designated from time to time by resolution of the board or by written consent of
all members of the board. In the absence of such designation, regular meetings
shall be held at the principal executive office of the Corporation. Special
meetings of the board may be held either at a place so designated or at the
principal executive office. Members of the board may participate in a meeting
through use of conference telephone or similar communication equipment, so long
as all members participating in such meeting can hear one another. Participation
in a meeting by means of the above-described procedure shall constitute presence
in person at such meeting.
3.6 Annual Meeting. Immediately following each annual meeting of
shareholders, the board of directors shall hold a regular meeting for the
purpose of organization, election of officers and the transaction of other
business. Notice of such meeting is hereby dispensed with.
3.7 Special Meetings. Special meetings of the board of directors for
any purpose or purposes shall be called at any time by the chairman of the
board, or the president, or any vice president, or the secretary, or any two
directors.
Written notice of the time and place of a special meeting shall be
delivered personally to the directors or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at his
address as it appears upon the records of the Corporation or, if it is not so
shown or is not readily ascertainable, at the place in which the meetings of
directors are regularly held. In case such notice is mailed, it shall be
deposited with the United States Postal Service in the place in which the
principal executive office of the Corporation is located at least four (4) days
prior to the time of the meeting. In case such notice is delivered personally or
telegraphed, it shall be so delivered or deposited with the telegraph company at
least forty-eight (48) hours prior to the time of the meeting. Such mailing,
telegraphing or delivery, as above provided, shall be due, legal and personal
notice to such director.
3.8 Adjournment of Meetings. A majority of the directors present,
whether or not a quorum is present, may adjourn any directors' meeting to
another time and place.
3.9 Notice of Adjournment. If a meeting is adjourned for more than
twenty-four (24) hours, notice of any adjournment to another time or place shall
be given prior to the time of the adjourned meeting to the directors who were
not present at the time of adjournment.
3.10 Waiver of Notice. The transactions at any meeting of the board of
directors, however called and noticed, or wherever held, shall be as valid as
though such transactions had occurred at a meeting duly held after regular call
and notice if a quorum be present and if, either before or after the meeting,
each of the directors not present signs a written waiver of notice of or consent
to holding the meeting or an approval of the minutes thereof. All such waiver,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.
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3.11 Quorum. A majority of the authorized number of directors shall be
necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinabove provided. Every act or decision done or made by a
majority of the directors at a meeting duly held at which a quorum is present
shall be regarded as an act of the board of directors unless a greater number be
required by law or by the Articles of Incorporation. However, 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 such meeting.
3.12 Fees and Compensation. Directors shall not receive any stated
salary for their services as directors but, by resolution of the board, a fixed
fee, with or without expenses of attendance, may be allowed to directors not
receiving monthly compensation for attendance at each meeting. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity, as an officer, agent, employee or otherwise,
and from receiving compensation therefor.
3.13 Action Without Meeting. Any action required or permitted to be
taken by the board of directors under the Corporations Code may be taken without
a meeting if all members of the board individually or collectively consent in
writing to such action. Such consent or consents shall be filed with the minutes
of the meetings of the board. Any certificate or other document filed under the
provision of the Corporations Code which relates to action so taken shall state
that the action was taken by unanimous written consent of the board of directors
without a meeting and that these Bylaws authorized the directors to so do.
ARTICLE 4
OFFICERS
4.1 Officers. The officers of the Corporation shall be a chairman of
the board or a president or both, a secretary and a chief financial officer
(treasurer) and such other officers with such titles and duties as may be
appointed in accordance with the provisions of section 4.3 of this Article 4.
Any number of offices may be held by the same person.
4.2 Election. The officers of the Corporation, except such officers as
may be appointed in accordance with the provisions of section 4.3 or section 4.5
of this Article 4, shall be chosen annually by the board of directors, and each
shall hold his office until he shall resign or shall be removed or otherwise
disqualified to serve or his successor shall be elected and qualified.
4.3 Subordinate Officers. The board of directors may 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 these Bylaws or as the board of directors may from time to time
determine.
4.4 Removal and Resignation of Officers. Any officer may be removed,
either with or without cause, by a majority of the directors at the time in
office, at any regular or special meeting of the board 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.
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Any office may resign at any time by giving written notice to the board
of directors or to the president or to the secretary of the Corporation. Any
such resignation shall take effect on the date of the receipt of such notice or
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
4.5 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these Bylaws for regular appointments to such office.
4.6 Duties of Officers.
4.6.1 Chairman of the Board. The chairman of the board, if there
shall be such an officer, shall, if present, preside at all meetings of the
board of directors and shall exercise and perform all such other powers and
duties as may from time to time be assigned to him by the board of directors or
prescribed by the Bylaws.
4.6.2 President. The president shall be the chief executive office
of the Corporation and shall, subject to the board of directors, have general
supervision, direction and control of the business and of other officers and
employees of the Corporation. The president shall preside at all meetings of the
shareholders and, if there is no regular, appointed chairman of the board or if
such chairman is absent, at all meetings of the board of directors. The
president shall be ex officio a member of all standing committees, including the
executive committee, if any, and shall have general powers and duties of
management, together with such other powers and duties as may be prescribed by
the board of directors.
4.6.3 Vice Presidents. 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. Each vice president shall have such other powers and shall perform
such other duties as from time to time may be prescribed for him by the board of
directors or these Bylaws.
4.6.4 Secretary. The secretary shall keep, or cause to be kept, a
book of minutes at the principal executive office of the Corporation, or such
other place as the board of directors my order, of all meetings of directors and
shareholders, with the time and place of holding, whether regular or special
and, if special, how authorized, the notice thereof given, the names of those
present at directors' meetings, the number of shares present or represented at
shareholders' meetings and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal
executive office of the Corporation 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 the date of certificates issued for the same, and the
number and date of cancellation of every certificate surrendered for
cancellation.
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The secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the board of directors required by these
Bylaws or by law to be given, shall keep the seal of the Corporation in safe
custody and shall have such other powers and shall perform such other duties as
may be prescribed by the board of directors or these Bylaws.
4.6.5 Assistant Secretaries. In the absence or disability of the
secretary, the assistant secretaries in order of their rank as fixed by the
board of directors or, if not ranked, the assistant secretary designated by the
board of directors shall perform all the duties of the secretary and, when so
acting, shall have all the powers of and be subject to all the restrictions upon
the secretary. Each assistant secretary shall have such other powers and shall
perform such other duties as from time to time may be prescribed for him by the
board of directors or these Bylaws.
4.6.6 Treasurer. The chief financial officer of the Corporation
shall be the treasurer. The treasurer shall keep and maintain, or cause to be
kept and maintained, adequate and correct accounts of the properties and
business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus and
shares. The treasurer 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. The treasurer shall be responsible for the proper
disbursement of the funds of the Corporation as may be ordered by the board of
directors and shall render to the president or the board, whenever requested, an
account of all transactions as treasurer and of the financial condition of the
Corporation. The treasurer shall prepare a proper annual budget of income and
expenses for each calendar year, revised quarterly, for approval of or revision
by the board of directors and shall be responsible for the handling of finances
in connection therewith. The treasurer shall have such other powers and shall
perform such other duties as may be prescribed by the board of directors. The
treasurer shall see that all officers signing checks are bonded in such amounts
as may be fixed from time to time by the board of directors.
4.6.7 Assistant Financial Officers. In the absence of or
disability of the chief financial officer, the assistant financial officers in
order of their rank or, if not ranked, the assistant financial officer
designated by the board of directors shall perform all the duties of the chief
financial officer and, when so acting, shall have the powers of and be subject
to all the restrictions upon the chief financial officer. Each assistant
financial officer shall have such other powers and perform such other duties as
from time to time may be prescribed for him by the board of directors or these
Bylaws.
ARTICLE 5
SHARES OF STOCK
5.1 Share Certificates. The certificates of shares of the capital stock
of the Corporation shall be in such form as is consistent with the Articles of
Incorporation and the laws of the State of California and as shall be approved
by the board of directors. A certificate or certificates for shares of the
capital stock of the Corporation shall be issued to each shareholder when the
shares are fully paid, and the board of directors may authorize the issuance of
certificates or shares as
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partly paid provided that such certificates shall state the amount of the
consideration to be paid for them and the amount paid. All such certificates
shall be signed by the chairman of the board, or the president, or any vice
president, and by the chief financial officer, or any assistant financial
officer, or the secretary, or any assistant secretary, certifying to the number
of shares and the class or series of shares issued to the shareholder. Any or
all of the signatures on a certificate may be facsimile.
5.2 Fractional Shares. The Corporation shall not issue, sell or
transfer fractional shares of its capital stock.
5.3 Transfer of Shares. Subject to the provisions of law, upon the
surrender to the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
5.4 Lost or Destroyed Certificate. The holder of any shares of the
Stock of Corporation shall immediately notify the Corporation of any loss or
destruction of the certificate therefore, and the Corporation may issue a new
certificate in the place of any certificate theretofore issued by it alleged to
have been lost or destroyed, upon approval of the board of directors. The board
may, in its discretion, and as a condition to authorizing the issuance of such
new certificate, require the owner of the lost or destroyed certificate, or his
legal representative, to make proof satisfactory to the board of directors of
the loss or destruction thereof and to give the Corporation a bond or other
security, in such amount and with such surety or sureties as the board of
directors may determine, as indemnity against any claim that may be made against
the Corporation on account of any such certificate so alleged to have been lost
or destroyed.
ARTICLE 6
MISCELLANEOUS
6.1 Indemnity of Officers, Directors, Employees and Other Agents. The
Corporation shall, to the maximum extent permitted by the Corporations Code,
have power to indemnify each of its agents against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact any such person is or was an
agent of the Corporation and shall have power to advance to each such agent
expenses incurred in defending any such proceeding to the maximum extent
permitted by that law. For purposes of this Article, an "agent" of the
Corporation includes any person who is or was a director, officer, employee or
other agent of the Corporation; or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust 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.
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6.2 Shareholder Inspection of Bylaws. The Corporation shall keep at its
principal executive office in this state, the original or a copy of the Bylaws
and any amendments thereto, certified by the secretary, which shall be open to
inspection by shareholders at all reasonable times during office hours.
6.3 Maintenance and Inspection of Records of Shareholders. 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, which sets
forth 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, 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
names and addresses of shareholders, 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 or shareholders 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 6.3 may be made in person or by an agent or attorney of the shareholder
or holder of a voting trust certificate making the demand.
6.4 Shareholder Inspection of 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.
6.5 Inspection 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.
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6.6 Checks, Drafts, etc. All checks, drafts or other orders for payment
of money, notes or other evidences of indebtedness, issued in the name of or
payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as from time to time shall be determined by the
resolution of the board of directors.
6.7 Contracts, etc., How Executed. Except as otherwise provided in
these Bylaws, the board of directors may authorize any officer or agent to enter
into any contract or execute any instrument in the name of and on behalf of the
Corporation. Such authority may be general or confined to specific instances,
and, unless so authorized by the board of directors, no officer, agent or
employee shall have any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit to render it liable for any
purpose or to any amount.
6.8 Representation of Shares of Other Corporations. The chairman of the
board, the president, any vice president, or any other person authorized by
resolution of the board of directors, is authorized to represent and exercise,
on behalf of this Corporation, all rights incidental to any and all shares of
any other corporation or corporations, foreign or domestic, standing in the name
of this Corporation. The authority herein granted to said officers to vote or
represent on behalf of this Corporation any and all shares held by this
Corporation in any other corporation or corporations may be exercised either by
such officers in person or by any person authorized to do so by proxy or
power-of-attorney duly executed by said officers.
6.9 Annual Report. The annual report to shareholders referred to by the
Corporations Code, and subject to the limitations thereof, is expressly waived,
but the board of directors of the Corporation may cause to be sent to the
shareholders, not later than one hundred twenty (120) days after the close of
the fiscal or calendar year, an annual report in such form as may be deemed
appropriate by the board of directors.
6.10 Annual Statement of General Information. The Corporation shall,
each year, during the calendar month in which its Articles of Incorporation
originally were filed with the California Secretary of State, or during the
preceding five (5) calendar months, file with the Secretary of State, on the
prescribed form, a statement setting forth the authorized number of directors,
the names and complete business or residence addresses of all incumbent
directors, the names and complete business or residence addresses of the chief
executive officer, secretary and chief financial officer, the street address of
its principal executive office or principal business office in this state, and
the general type of business constituting the principal business activity of the
Corporation, together with a designation of the agent of the Corporation for the
purpose of service of process, all in compliance with the Corporations Code.
ARTICLE 7
AMENDMENTS TO BYLAWS
7.1 Amendment by Shareholders. Unless otherwise provided herein or in
the Articles of Incorporation, these bylaws may be altered, amended or repealed
upon, and only upon the approval of the holders of not less than two-thirds of
the voting capital stock of the Corporation.
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7.2 Amendment by Directors. Subject to the rights of the shareholders
as provided in section 7.1 of this Article 7 to adopt, amend or repeal the
bylaws, these bylaws may be adopted, amended, or repealed by the board of
directors; provided, however, that the board of directors may adopt a bylaw or
amend 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 3.2 of Article 3 of the bylaws.
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CERTIFICATE OF SECRETARY
The undersigned, being the duly elected, qualified and acting Secretary
of CCIR of California Corp., a California corporation, does hereby certify the
foregoing Bylaws, comprising sixteen (16) pages, are the Bylaws of said
Corporation, as duly adopted by the unanimous written consent of the first Board
of Directors, effective November 6, 1997.
Dated: Effective as of November 6, 1997.
/s/ Joseph G. Andersen
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Joseph G. Andersen, Secretary
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