Exhibit 3.94
AMENDMENT TO THE BYLAWS OF
TELOS CORPORATION
(A CALIFORNIA CORPORATION)
Article III, Section 3, shall be deleted and the following shall be inserted in
lieu thereof:
Section 3: The authorized number of directors of the corporation shall be three
(3) until changed by an amendment to these bylaws duly adopted by the vote or
written consent of the board of directors and approved by the Corporation.
TELOS CORPORATION
JOINT WRITTEN CONSENT OF THE SOLE SHAREHOLDER
AND DIRECTORS IN LIEU OF A MEETING
MARCH 20, 2000
The undersigned, being the sole shareholder and all of the directors of
Telos Corporation, a California corporation (the "Corporation"), hereby waive
all notice otherwise required and consent, pursuant to California General
Corporation Law, to the adoption of the following resolutions to the same extent
as if duly adopted at a duly called and noticed meeting of the shareholders and
the Board of Directors at which a quorum was present and voted affirmatively
therefore.
ARTICLE I. AMENDMENT OF BYLAWS
RESOLVED, that Article III of the bylaws of the Corporation be amended
in the form attached hereto, thereby setting the authorized number of
directors of the Corporation to a fixed number of three (3), such
amendment being effective as of March 20, 2000; and
RESOLVED, that the following persons are hereby elected to each serve
as a member of the Board of Directors until his death, resignation, or
removal, or until his successor is duly elected and qualified:
David S. Aldrich
William L.P. Brownley
RESOLVED, that the Board of Directors is now constituted as follows:
John B. Wood
David S. Aldrich
William L.P. Brownley
ARTICLE II. Election of Officers
RESOLVED, that the persons named below are elected as officers of the
Corporation, in the capacities indicated opposite their names, each to
serve at the discretion of the Board of Directors until his/her death,
resignation, or removal, or until his/her successor is duly elected and
qualified:
David S. Aldrich President
William L.P. Brownley Vice President
Andrea L. Ayoub Secretary
Thomas J. Ferrara Treasurer
ARTICLE III. Minutes
RESOLVED, that the Secretary be and hereby is directed to place this
Joint Written Consent, when fully executed, into the minutes and
records of the Corporation.
The action taken by this Consent shall have the same force and effect
as if taken by the undersigned at a special meeting of the sole shareholder and
Directors, duly noticed, called, and constituted pursuant to the Bylaws of the
Corporation and the laws of the State of California. This Consent may be
executed in one or more counterparts, via facsimile or otherwise, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
The actions evidenced by this Consent shall be effective as of March 20, 2000.
/s/ John B. Wood
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John B. Wood, Director
Telos Corporation (a Maryland Corporation)
Sole Shareholder
By: /s/ David S. Aldrich
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David S. Aldrich, CEO and President
BYLAWS
OF
TELOS CORPORATION
(A CALIFORNIA CORPORATION)
TABLE OF CONTENTS
PAGE
ARTICLE I. OFFICES...............................................................................................1
Section 1. PRINCIPAL EXECUTIVE OFFICE.............................................................1
Section 2. OTHER OFFICES..........................................................................1
ARTICLE II. MEETINGS OF SHAREHOLDERS.............................................................................1
Section 1. PLACE OF MEETINGS......................................................................1
Section 2. ANNUAL MEETING.........................................................................1
Section 3. SPECIAL MEETINGS.......................................................................2
Section 4. QUORUM.................................................................................3
Section 5. ADJOURNED MEETING AND NOTICE THEREOF...................................................3
Section 6. RECORD DATE............................................................................3
Section 7. VOTING.................................................................................3
Section 8. VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS...................................4
Section 9. ACTION WITHOUT MEETING; WRITTEN CONSENT................................................4
Section 10. PROXIES................................................................................5
Section 11. INSPECTORS OF ELECTION.................................................................5
ARTICLE III. DIRECTORS...........................................................................................6
Section 1. POWERS.................................................................................6
Section 2. COMMITTEES OF THE BOARD................................................................6
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS..................................................7
Section 4. ELECTION AND TERM OF OFFICE............................................................7
Section 5. VACANCIES..............................................................................7
Section 6. REMOVAL................................................................................8
Section 7. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE............................................8
Section 8. ANNUAL MEETING.........................................................................8
Section 9. OTHER REGULAR MEETINGS.................................................................8
Section 10. SPECIAL MEETINGS.......................................................................9
Section 11. ACTION WITHOUT MEETING.................................................................9
Section 12. ACTION AT A MEETING: QUORUM AND REQUIRED VOTE..........................................9
Section 13. VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS...................................9
Section 14. ADJOURNMENT...........................................................................10
Section 15. NOTICE OF ADJOURNMENT.................................................................10
Section 16. FEES AND COMPENSATION.................................................................10
Section 17. INDEMNIFICATION OF AGENTS OF THE CORPORATION; PURCHASE OF LIABILITY INSURANCE.........10
ARTICLE IV. OFFICERS............................................................................................11
Section 1. OFFICERS..............................................................................11
Section 2. ELECTION..............................................................................11
Section 3. SUBORDINATE OFFICERS..................................................................11
Section 4. REMOVAL AND RESIGNATION...............................................................11
Section 5. VACANCIES.............................................................................11
Section 6. CHAIRMAN OF THE BOARD.................................................................11
Section 7. PRESIDENT.............................................................................12
Section 8. VICE PRESIDENT........................................................................12
Section 9. SECRETARY.............................................................................12
Section 10. CHIEF FINANCIAL OFFICER...............................................................12
ARTICLE V. RECORDS AND REPORTS..................................................................................13
Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER..........................................13
Section 2. MAINTENANCE AND INSPECTION OF BYLAWS..................................................13
Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.................................14
Section 4. INSPECTION BY DIRECTORS...............................................................14
Section 5. ANNUAL REPORT TO SHAREHOLDERS.........................................................14
Section 6. FINANCIAL STATEMENTS..................................................................14
ARTICLE VI. GENERAL CORPORATE MATTERS...........................................................................15
Section 1. RECORD DATE...........................................................................15
Section 2. CHECKS, DRAFTS, ETC...................................................................15
Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.....................................16
ARTICLE VII. AMENDMENTS.........................................................................................16
Section 1. POWER OF SHAREHOLDERS.................................................................16
Section 2. POWER OF DIRECTORS....................................................................16
ARTICLE VIII. SPECIAL RESTRICTIONS ON TRANSFER OF SHARES........................................................16
Section 1. UNRESTRICTED TRANSFERS................................................................16
Section 2. TRANSFER BY INTER VIVOS GIFT..........................................................16
Section 3. HYPOTEHCATION.........................................................................16
Section 4. SALE OR TRANSFER......................................................................17
Section 5. CONSIDERATION MUST BE MONEY...........................................................17
Section 6. NOTATION ON SHARES....................................................................17
BYLAWS
OF
TELOS CORPORATION
(A California corporation)
ARTICLE IV. OFFICES
Section 1. PRINCIPAL EXECUTIVE OFFICE.
The board of directors is hereby granted full power and authority to
fix and locate and to change the principal executive office of the corporation
from one location to another within or outside the State of California. If the
principal executive office is located outside this state, and the corporation
has one or more business offices in this state, the board of directors shall fix
and designate a principal business office in the State of California, the
location of which principal business office may be changed from time to time by
the board of directors. Until so changed, the principal executive office of the
corporation shall be located within the County of Los Angeles, State of
California.
Section 2. OTHER OFFICES.
Other business offices may at any time be established by the board of
directors at any place or places within or outside the State of California.
ARTICLE V. MEETINGS OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS.
All annual or other meetings of shareholders 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 persons entitled to vote thereat and
not present at the meeting, given either before or after the meeting, and filed
with the secretary of the corporation.
Section 2. ANNUAL MEETING.
The annual meeting of shareholders shall be held at such date and time
as shall be designated by the board of directors, provided, however, that such
meeting shall be held not later than 15 months after the previous annual
meeting. At such meeting 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.
Written notice of each annual meeting shall be given to each
shareholder entitled to vote, either personally or by mail or other means of
written communication, charges prepaid, addressed to such shareholder at his
address appearing on the books of the corporation or given by him to the
corporation for the purpose of notice. If any notice or report addressed to the
shareholder at the address of such shareholder appearing on the books of the
corporation is returned to the corporation by the United States Postal Service
is unable to deliver the notice or report to the shareholder at such address,
all future notices or reports shall be deemed to have been duly given without
further mailing if the same shall be available for the shareholder upon 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 or report to
all other shareholders. If a shareholder gives no address, notice shall be
deemed to have been given to him if sent by mail or other means of written
communication addressed to the place where the principal executive office of the
corporation is situated, or if published at least once in some newspaper of
general circulation in the county in which said principal executive office is
located.
All such notices shall be given to each shareholder entitled thereto
not less than ten days nor more than sixty days before each annual meeting. Any
such notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by other means of written
communication. An affidavit of mailing of any such notice in accordance with the
foregoing provisions, executed by the secretary assistant secretary or any
transfer agent of the corporation shall be prima facie evidence of the giving of
the notice.
Such notices shall specify:
(a) the place, date, and hour of such meeting;
(b) those matters which the board, at the time of the giving
of the notice, intends to present for action by the shareholders;
(c) if directors are to be elected, the names of nominees
intended at the time of the notice to be presented by management for
election;
(d) the general nature of a proposal, if any, to take action
with respect to approval of (i) a contract or other transaction with an
interested director, (ii) amendment of the articles of incorporation,
(iii) a reorganization of the corporation as defined in Section 181 of
the General Corporation Law, (iv) voluntary dissolution of the
corporation, or (v) a distribution in dissolution other than in
accordance with the liquidation rights of outstanding preferred shares,
if any; and
(e) such other matters, if any, as may be expressly required
by statute.
Section 3. SPECIAL MEETINGS.
Special meetings of the shareholders, for the purpose of taking any
action permitted by the shareholders under the General Corporation Law and the
articles of incorporation of this corporation, may be called at any time by the
president, the board of directors or by any two or more members thereof, or by
one or more shareholders holding not less than one-fifth of the voting power of
the corporation. Upon request in writing that a special meeting of shareholders
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be called for any proper purpose, directed to the chairman of the board,
president, vice president or secretary by any person (other than the board)
entitled to call a special meeting of shareholders, the officer shall cause
notice to be given to shareholders entitled to vote that a meeting will be held
at a time requested by the person calling the meeting, not less than thirty-five
nor more than sixty days after receipt of the request. Except in special cases
where other express provision is made by statute, notice of such special
meetings shall be given in the same manner and shall specify the same
information as for annual meetings of shareholders. In addition to the matters
required by items (a) and, if applicable, (c) of the preceding Section, notice
of any special meeting shall specify the general nature of the business to be
transacted, and no other business may be transacted at such meeting.
Section 4. QUORUM.
The presence in person or by proxy of the persons entitled to vote a
majority of the voting shares at any meeting shall constitute a quorum for the
transaction of business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to 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 5. ADJOURNED MEETING AND NOTICE THEREOF.
Any meeting of shareholders whether or not a quorum is present may be
adjourned for time to time by the vote of a majority of the shares, the holders
of which are either present in person or represented by proxy, but in the
absence of a quorum no other business may be transacted at such meeting, except
as provided in Section 4 above.
When any meeting of shareholders is adjourned for thirty days or more,
or if after adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting shall be given as in the case of an original
meeting. Except as provided above, it shall not be necessary to give any notice
of the time and place of the adjourned meeting or of the business to be
transacted thereat, other than by announcement of the time and place thereof at
the meeting at which such adjournment is taken.
Section 6. RECORD DATE.
Unless a record date for voting purposes is fixed by the board of
directors as provided in Section 1 of Article VI of these bylaws, only persons
in whose names shares entitled to vote stand on the stock records of the
corporation at the close of business on the business day next preceding the day
on which notice is given or, if notice is waived, at the close of business on
the business day next preceding the day on which the meeting of shareholders is
held, shall be entitled to vote at such meeting, and such day shall be the
record date for such meeting.
Section 7. VOTING.
Voting at meetings of shareholders may be by voice or by ballot;
provided, however, that all elections for directors must be by ballot upon
demand made by a shareholder at any election before the voting begins. If a
quorum is present, except with respect to election of directors, the
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affirmative vote of the majority of the shares represented a t the meeting and
entitled to vote on any matter shall be the act of the shareholders, unless the
vote of a greater number or voting by classes is required by the General
Corporation Law or the next sentence, every shareholder entitled to vote at any
election for directors shall have the right to cumulate his votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which his shares are entitled, or to
distribute his votes on the same principal among as many candidates as he shall
think fit. No shareholder shall be entitled to cumulative votes unless the name
of the candidate or candidates for whom such votes would be cast has been placed
in nomination prior to the voting and any such shareholder has given notice at
the meeting, prior to the voting, of such shareholder's intention to cumulate
his votes. The candidates receiving the highest number of votes of shares
entitled to be voted for them, up to the number of directors to be elected,
shall be elected.
Section 8. VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS.
The transactions of any meeting of shareholders, either annual or
special, however called and noticed and wherever held, shall be as valid as
though undertaken at a meeting duly held after regular call and notice, if a
quorum is present either in person or by proxy, and if, either before or after
the meeting, each of the shareholders entitled to vote, not present in person or
by proxy, or who, through present, has at the beginning of the meeting properly
objected to the transaction of any business because the meeting was not lawfully
called or convened, or properly objected to particular matters of business
legally required to be included in the notice, but not so included, signs a
written waiver of notice, 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 (d) of the fourth paragraph of Section 2 of this
Article II, the waiver of notice or consent shall state the general nature of
the proposal. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Section 9. ACTION WITHOUT MEETING; WRITTEN CONSENT.
Directors may be elected without a meeting by a consent in writing,
setting forth the action so taken, signed by all of the persons who would be
entitled to vote for the election of directors; provided that, without notice, a
director may be elected at any time to fill a vacancy on the board of directors
not created by the removal of the director that has not been filled by the
directors by the written consent of persons holding a majority of the
outstanding shares entitled to vote for the election of directors.
Any other action which, under any provision of the General Corporation
Law, may be taken at a meeting of the shareholders may be taken without a
meeting, and without notice except as hereinafter set forth, 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 such action at a meeting at which all shares
entitled to vote thereon were present and voted.
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When the approval of shareholders is given without a meeting by less
than unanimous written consent, unless the consents of all shareholders entitled
to vote have been solicited in writing, the secretary shall give prompt notice
of the corporate action approved by the shareholders without a meeting. In the
case of any proposed shareholder approval of (i) a contract or other transaction
with an interested director, (ii) indemnification of an agent of the corporation
as authorized by Section 17, of the Article III, of these bylaws, (iii) a
reorganization of the corporation as defined in Section 181 of the General
Corporation Law, or (iv) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares, if any, the notice shall be
given at least ten days before the consummation of any action authorized by that
approval. Such notice shall be given in the same manner as notice of a meeting
of shareholders.
Unless, as provided in Section 1 of Article VI of these bylaws, the
board of directors has fixed a record date for the determination of shareholders
entitled to notice of and to give such written consent, the record date for such
determination shall be the day on which the first written consent is given. All
such written consents shall be filled with the secretary of the corporation.
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 consents of
the number of shares required to authorize the proposed action have 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.
Section 10. PROXIES.
Every person entitled to vote or execute consent shall have the right
to do so either in person or by one or more agents authorized by a written proxy
executed by such person or his duly authorized agent and filed with the
secretary of the corporation. Any proxy duly executed is not revoked, and
continues in full force and effect, until (i) an instrument revoking it or a
duly executed proxy bearing a later date is filed with the secretary of
corporation prior to the vote pursuant thereto, (ii) the person executing the
proxy attends the meeting and votes in person, or (iii) written notice of the
death or incapacity of the maker of such proxy is received by the corporation
before the vote pursuant thereto is counted; provided that no such proxy shall
be valid after the expiration of eleven months from the date of its execution,
unless the proxy specifies a longer length of time for which such proxy is to
continue in force.
Section 11. INSPECTORS OF ELECTION.
In advance of any meeting of shareholders, the board of directors may
appoint any persons other than nominees for office as inspectors of election to
act at such meeting or any adjournment thereof. If inspectors of election be not
so appointed, the chairman of any such meeting may, and on the request of any
shareholder or his proxy shall, make such appointment at the meeting. The number
of inspectors shall be either one or three. If appointed at the meeting on the
request of one or more shareholders of proxies, the majority of shares
represented in person or by proxy shall determine whether one or three
inspectors are to be appointed. In case any person appointed as inspector fails
to appear or fails or refuses to act, the vacancy may, and
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on the request of any shareholder or a shareholder's proxy shall, be filled by
appointment by the board of directors in advance of the meeting, or at the
meeting by the chairman of the meeting.
The duties of such inspectors shall be as prescribed by Section 707 of
the General Corporation Law and shall include: determining the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the authenticity, validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote; counting and
tabulating all votes or consents; determining when the polls shall close;
determining the result; and such acts as may be proper to conduct the election
or vote with fairness to all shareholders. In the determination of the validity
and effect of proxies the dates contained on the forms of proxy shall
presumptively determine the order of execution of the proxies, regardless of the
postmark dates of the envelopes in which they are mailed.
The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act of certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.
ARTICLE VI. DIRECTORS
Section 1. POWERS.
Subject to limitations in the articles of incorporation and to the
provisions of the General Corporation Law as to action to be authorized or
approved by the shareholders, all corporate powers shall be exercised by or
under the authorization of, and the business and affairs of the corporation
shall be controlled by, the board of directors. The board may delegate the
management of the day-to-day operations of the business of the corporation to a
management company or other person provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the board.
Section 2. COMMITTEES OF THE BOARD.
By resolution adopted by a majority of the authorized number of
directors, the board may designate an executive and other committees, each
consisting of two or more directors, to serve at the pleasure of the board, and
prescribe the manner in which proceedings of such committee shall be conducted.
Unless the board of directors shall otherwise prescribe the manner of
proceedings of any such committee, meetings of such committee may be regularly
scheduled in advance and may be called at any time by any two members thereof;
otherwise, the provisions of these bylaws with respect to notice and conduct of
meetings of the board shall govern. Any such committee, to the extent provided
in a resolution of the board, shall have all of the authority of the board,
except with respect to:
(a) the approval of any action for which the General
Corporation Law or the articles of incorporation also require
shareholder approval;
(b) the filling of vacancies on the board or in any committee;
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(c) the fixing of compensation;
(d) the adoption, amendment or repeal of bylaws;
(e) the amendment or repeal of any resolution of the board;
(f) any distribution to the shareholders, except at a rate or
in a periodic amount or within a price range determined by the board;
and
(g) the appointment of other committees of the board or
members thereof.
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS.
The authorized number of directors of the corporation shall be not less
than five (5) nor more than nine (9). The exact number of directors within the
limits specified shall be seven (7) until changed by an amendment to these
bylaws duly adopted by the board of directors. Such indefinite number may be
changed, or a definite number fixed without provision for an indefinite number,
by an amendment to these bylaws duly adopted by the vote or written consent of
the board of directors, provided, however, that a bylaw reducing the minimum
number of directors to a number less than five cannot be adopted if the votes
cast against its adoption at a meeting or the shares not consenting in the case
of action by written consent are equal to more than 16-2/3 percent of the
outstanding shares entitled to vote. 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 4. 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, subject to the General Corporation Law and the
provisions of these bylaws with respect to vacancies on the board.
Section 5. VACANCIES.
A vacancy in the board of directors shall be deemed to exist in case of
the death, resignation or removal of any director, if a director has been
declared of unsound mind by order of court or convicted of a felony, 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.
Vacancies in the board of directors, except for a vacancy created by
the removal of a director, may filled by a majority of the remaining directors,
through less than a quorum, or by a sole remaining director, and each director
so elected shall hold office until his successor is elected at an annual or a
special meeting of the shareholders. A vacancy in the board of directors created
by the removal of a director may only be filled by the vote of a majority of the
shares
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entitled to vote represented at a duly held meeting at which a quorum is
present, or by the written consent of the number of shareholders otherwise
required for action by written consent.
The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors. Any such election by
written consent shall require the consent of holders of the number of shares
otherwise required for action by written consent.
Any director may resign effective upon giving written notice to the
chairman of the board, the president, the secretary or the board of directors of
the corporation, unless the notice specifies a later time for the effectiveness
of such resignation. If the board of directors accepts the resignation of a
director tendered to take effect at a future time, board or the shareholders
shall have the power to elect a successor to take office when the resignation is
to become effective.
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.
Section 6. REMOVAL.
Any or all of the directors may be removed without cause if such
removal is approved by the vote of the outstanding shares entitled to vote,
except that no director may be removed (unless the entire board is removed) when
the votes cast against removal, or not consenting in writing to such removal,
would be sufficient to elect such director if voted cumulatively at an election
at which the same total number of votes were cast (or, if such action is taken
by written consent, all shares entitled to vote were voted) and the entire
number of directors authorized at the time of the director's most recent
election were then being elected.
Section 7. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.
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.
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 at the
meeting.
Section 8. ANNUAL MEETING.
Immediately following each annual meeting of shareholders the board of
directors shall hold a regular meeting at the place of said annual meeting or at
such other place as shall be fixed by the board of directors for the purpose of
organization, election of officers, and the transaction of other business. Call
and notice of such meetings are hereby dispensed with.
Section 9. OTHER REGULAR MEETINGS.
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Other regular meetings of the board of directors shall be held on call
of the President or at such time as shall from time to time be fixed by the
board of directors. Such regular meetings may be held without notice.
Section 10. 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, the president, any vice
president, the secretary or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to each director or communicated to each director by
telephone, or by telegraph or mail, charges prepaid, addressed to him at his
address as it is shown upon the records of the corporation or, if it is not so
shown on such records or is not readily ascertainable, at the place at which the
meetings of the directors are regularly held. In case such notice is mailed it
shall be deposited in the United States mail at least four days prior to the
time of the holding of the meeting. In case such notice is telegraphed or
delivered, personally or by telephone, it shall be delivered to the telegraph
company or so delivered at least forty-eight hours prior to the time of the
holding of the meeting. Such mailing, telegraphing or delivery, personally or by
telephone, as above provided, shall be due, legal and personal notice to such
director.
Any notice shall state the date, place and hour of the meeting and the
general nature of the business to be transacted, and no other business may be
transacted at the meeting.
Section 11. ACTION WITHOUT MEETING.
Any action required or permitted to be taken by the board of directors
may be taken without a meeting if all the members of the board shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
board and shall have the same force and effect as a unanimous vote of such
directors.
Section 12. ACTION AT A MEETING: QUORUM AND REQUIRED VOTE.
Presence of a majority of the authorized number of directors at a
meeting of the board of directors constitutes a quorum for the transaction of
business, except as hereinafter provided or modified by the articles of
incorporation. 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, unless a greater number, or the same number
after disqualifying one or more directors from voting, is required by law, by
the articles of incorporation or by these bylaws. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of a director, provided that any action taken is approved by at least
a majority of the required quorum for such meeting.
Section 13. VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS.
The transactions of any meeting of the board of directors, however
called and noticed and wherever held, shall be as valid as though undertaken at
a meeting duly held after regular call
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and notice, if a quorum is present and if, either before or after the meeting,
each of the directors not present or who, though present, has prior to the
meeting or at its commencement, protested the lack of proper notice to him,
signs a written waiver of notice or a consent to holding such meeting or an
approval of the minutes thereof. All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting.
Section 14. ADJOURNMENT.
A quorum of the directors may adjourn any directors' meeting to meet
again at a stated day and hour; provided, however, that in the absence of a
quorum a majority of the directors present at any directors' meeting, either
regular or special, may adjourn from time to time until the time fixed for the
next regular meeting of the board.
Section 15. NOTICE OF ADJOURNMENT.
If the meeting is adjourned for more than 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. Otherwise notice of the time and place of holding an adjourned
meeting need not be given to absent directors if the time and place be fixed at
the meeting adjourned.
Section 16. FEES AND COMPENSATION.
Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursement for expenses, as may be fixed or
determined by resolution of the board.
Section 17. INDEMNIFICATION OF AGENTS OF THE CORPORATION;
PURCHASE OF LIABILITY INSURANCE.
(a) Upon and in the event of a determination by the board of
directors of this corporation, this corporation shall have the power to
indemnify any person who is or was a director, officer, employee, or
other agent of this corporation, or is or was serving s such of another
corporation, partnership, joint venture, trust, or other enterprise, at
the request of this corporation against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in
connection with any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative,
to the fullest extent permitted under law, including but not limited to
Section 317 of the California Corporations Code, as that section now
exists or may hereafter from time to time be amended to provide.
(b) Upon and in the event of a determination by the board of
directors of this corporation to purchase liability insurance, this
corporation shall have the power to purchase and maintain insurance on
behalf of any agent of the corporation against any liability asserted
against or incurred by the agent in such capacity or arising out of the
agent's status as such whether or not this corporation would have the
power to indemnify the agent against such liability under the
provisions of this section.
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ARTICLE VII. OFFICERS
Section 1. OFFICERS.
The officers of the corporation shall consist of a president, a
secretary and a chief financial officer. The corporation may also have, at the
discretion of the board of directors, a chairman of the board, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such additional officers as may be appointed in accordance with Section 3 of
this Article. Any number of offices may be held by the same person; except those
of president and secretary.
Section 2. ELECTION.
The officers of the corporation, except such officers as may be
appointed in accordance with Section 3 or Section 5 of this Article, shall be
chosen annually by the board of directors, and each such officer shall hold
office until he shall resign, be removed or otherwise disqualified to serve, or
until his successor shall be elected and qualified.
Section 3. SUBORDINATE OFFICERS.
The president 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 the bylaws or as the
president may from time to time determine.
Section 4. REMOVAL AND RESIGNATION.
Any officer may be removed, either with or without cause, by the board
of directors, at any regular or special meeting thereof, or, except in 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 (subject, in each case, to
the rights, if any, of an officer under any contract of employment).
Any officer may resign at any time by giving written notice to the
board of directors, the president or the secretary of the corporation, without
prejudice, however, to the rights, if any, of the corporation under any contract
to which such officer is a party. Any such resignation shall take effect at the
date of the receipt of such notice or at any later time specified therein, and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 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
the bylaws for regular appointment to such office.
Section 6. CHAIRMAN OF THE BOARD.
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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 exercise and
perform such other powers and duties as may be from time to time assigned to him
by the board of directors or prescribed by the bylaws.
Section 7. PRESIDENT.
Subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board, if there be such an officer,
the president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction and control of the business and affairs of the corporation. He shall
preside at all meetings of the shareholders and, in the absence of the chairman
of the board, or if there be none, at all meetings of the board of directors. He
shall be ex officio a member of all the standing committees, including the
executive committee, if any, and shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the board of
directors.
Section 8. VICE PRESIDENT.
In the absence or disability of the president, the most senior vice
president, if any, in order of 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 powers of the
president. The vice presidents shall also perform such other duties as from time
to time may be prescribed for them respectively by the board of directors.
Section 9. SECRETARY.
The secretary shall record or cause to be recorded, and shall keep or
cause to be kept, at the principal executive office and such other place as the
board of directors may order minutes of actions taken at 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 or at the office of the corporation's transfer agent, a share
register or a duplicate share register, showing the names of the shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for 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 General
Corporation Law or the bylaws to be given, and he shall keep the seal of the
corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the board of directors.
Section 10. CHIEF FINANCIAL OFFICER.
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The chief financial officer, who in the absence of a named treasurer
shall also be deemed to be the treasurer when a treasurer may be required and
shall be authorized and empowered to sign as 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. 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, shall disburse the
funds of the corporation as may be ordered by the board of directors, shall
render to the president directors, whenever they request, an account of all of
his transactions as treasurer and of the financial condition of the corporation,
and shall have such other powers and perform such other duties as may be
prescribed by the board of directors.
ARTICLE VIII. RECORDS AND REPORTS
Section 1. 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, 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 in the aggregate of the outstanding voting shares of the corporation or
holding at least one percent of such voting shares and having filed a Schedule
14B with the United States Securities and Exchange Commission relating to the
election of directors of the corporation may (i) inspect and copy the record of
shareholders' names and addresses and shareholdings during usual business hours
on five 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 business 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 and copying
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 1 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 2. 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 the State of California, the original or a copy of the bylaws
as amended to date, which shall be open to inspection by the
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shareholders at all reasonable times during office hours. If the principal
executive office of the corporation is outside the State of California and the
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 3. 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 ours, 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 4. 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.
Section 5. ANNUAL REPORT TO SHAREHOLDERS.
The board of directors of the corporation shall not be required to
cause an annual report to be sent to the shareholders pursuant to Section 1501
of the California Corporation Code so long as there are less than 100 holders of
record of its shares (determined as provided in Section 605 of the California
Corporations Code). If there are at least 100 holders of record of the
corporation's shares (determined as provided in Section 605 of the California
Corporations Code) or if the board of directors so resolves by a vote of a
majority of the directors, the board of directors shall cause an annual report
to be sent to the shareholders not later than 120 days after the close of the
fiscal year and at least 15 days prior to the annual meeting of shareholders to
be held during the next fiscal year. Such report shall contain a balance sheet
as of the end of such fiscal year and an income statement and statement of
changes in financial position for such fiscal year, accompanied by any report
thereon of independent accountants or, if there is no such report, the
certificate of an authorized officer of the corporation that such statements
were prepared without audit from the books and records of the corporation.
Nothing herein shall be interpreted as prohibiting the board of directors from
issuing other periodic reports to the shareholders of the corporation as the
board of directors considers appropriate.
Section 6. FINANCIAL STATEMENTS.
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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 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 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 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 that statement 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 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 the shareholder or
shareholders within thirty 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 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.
ARTICLE IX. GENERAL CORPORATE MATTERS
Section 1. RECORD DATE.
The board of directors may fix a time in the future as a record date
for the determination of the shareholders entitled to notice of and to vote at
any meeting of shareholders or entitled to give consent to corporate action in
writing without a meeting, to receive any report, to receive any dividend or
distribution, or any allotment of rights, or to exercise rights in respect to
any change, conversion, or exchange of shares. The record date so fixed shall be
not more than sixty days nor less than ten days prior to the date of any meeting
or any other event for the purposes of which it is fixed. When a record date is
so fixed, only shareholders of record on that date are entitled to notice of and
to vote at any such meeting, to give consent without a meeting, to receive any
report, to receive a 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, except as
otherwise provided in the articles of incorporation or bylaws.
Section 2. CHECKS, DRAFTS, ETC.
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All checks, drafts or other orders for payment of money, or 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 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.
The board of directors, except as otherwise provided in the 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
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 or to render it liable for any purpose or to any amount.
ARTICLE X. AMENDMENTS
Section 1. POWER OF SHAREHOLDERS.
New bylaws may be adopted or these bylaws may be amended or repealed by
the affirmative vote of a majority of the outstanding shares entitled to vote,
or by the written assent of the shareholders entitled to vote such shares,
except as otherwise provided by law or by the articles of incorporation.
Section 2. POWER OF DIRECTORS.
Subject to the right of shareholders as provided in Section 1 of this
Article VII to adopt, amend or repeal bylaws, bylaws, other than a bylaw or
amendment thereof changing the fixed range of number of directors, may be
adopted, amended or repealed by the board of directors.
ARTICLE XI. SPECIAL RESTRICTIONS ON TRANSFER OF SHARES
Section 1. UNRESTRICTED TRANSFERS.
Shares of this corporation may be transferred without restriction by
testamentary disposition or by intestate succession or pursuant to the corporate
merger, consolidation or reorganization of any corporate shareholder.
Section 2. TRANSFER BY INTER VIVOS GIFT.
Shares of this corporation may be transferred by inter vivos gift to
the spouse or to any of the issue of the shareholder thereof. Shares may not
otherwise be transferred by inter vivos gift without the owner thereof having
first obtained the prior written consent of the persons (including himself) then
holding ninety percent (90%) of the outstanding shares of this corporation.
Section 3. HYPOTEHCATION.
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None of the shares of this corporation shall in any way be hypothecated
without the owner thereof having first obtained the prior written consent of the
person (including himself) then holding ninety percent (90%) of the outstanding
shares of this corporation.
Section 4. SALE OR TRANSFER.
Before there can be a valid sale or transfer of any of the common
shares of the corporation by any holder thereof, he must have received a bona
fide offer to purchase and he shall offer said shares to the corporation in the
following manner:
(a) Such offering shareholder shall deliver a notice in
writing by mail or otherwise to the secretary of the corporation
stating the price, terms, and conditions of such proposed sale or
transfer, the number of shares to be sold or transferred, the name of
the offeree, and his intention so to sell or transfer such shares.
Within 10 days thereafter, the corporation shall have the prior right
to purchase all or any full number of such shares so offered at the
price and upon the terms and conditions stated in such notice.
(b) If less than all but not all of the shares referred to in
said notice to the secretary are subscribed to as aforesaid by the
corporation, the shareholder desiring to sell or transfer may elect to
disregard said subscriptions and dispose of all shares of stock
referred to in said notice to the secretary to the designated offeree,
provided, however, that he shall not sell or transfer such shares at a
lower price or on terms more favorable to the purchaser or transferee
than those specified in said notice to the secretary.
(c) Within the limitations herein provided, this corporation
may purchase its shares from any offering shareholder; provided,
however, that at no time shall this corporation be permitted to
purchase all of its outstanding voting shares. Any sale or transfer of
the common shares of the corporation shall be null and void unless the
terms, conditions and provisions of this Article VIII, Section 4 of
these Bylaws are strictly observed and followed.
Section 5. CONSIDERATION MUST BE MONEY.
Any transfer by sale of shares which, under provisions of Section 4 of
this Article must first be offered to the corporation, must be a transfer for
consideration payable solely in money, either as a lump sum at the time of the
sale or in installments.
Section 6. NOTATION ON SHARES.
The share certificates issued by his corporation shall contain the
following notation: "Sale, transfer, or hypothecation of the shares represented
by this certificate is subject to the provisions and restrictions of the Bylaws
of the issuing corporation, and, in particular, is subject to the provisions of
Article VIII of such Bylaws, all of the provisions of which are incorporated
herein."
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