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EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS
OF
DSL ENTERTAINMENT GROUP, INC.
A CALIFORNIA CORPORATION
Article I.
OFFICES
Section 1. PRINCIPAL EXECUTIVE OFFICE. The principal
executive office of the corporation shall be located at such place as the Board
of Directors shall from time to time determine.
Section 2. OTHER OFFICES. Other offices may at any time
be established by the Board of Directors or the Chief Executive Officer at any
place or places where the corporation is qualified to do business.
Article II.
MEETINGS OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS. All 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 Shareholders in
accordance with these Bylaws.
Section 2. ANNUAL MEETINGS. The annual meetings of
Shareholders shall be held on such date and time as shall be designated from
time to time by the Board of Directors or by the Shareholders in accordance
with these Bylaws. If the date set forth in these Bylaws falls upon a legal
holiday, then such annual meeting of Shareholders shall be held at the same
time and place on the next day thereafter ensuing which is not a legal holiday.
At such annual meetings, Directors shall be elected, and any other business may
be transacted which is within the powers of the Shareholders.
Section 3. SPECIAL MEETINGS. Special meetings of the
Shareholders, for the purpose of taking any action which is within the powers
of the Shareholders, may be called at any time by the Chairman of the Board or
the President or by the Board of Directors, or by the holders of shares
entitled to cast not less than ten percent of the votes at the meeting. Upon
request in writing that a special meeting of Shareholders 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 forthwith shall cause notice to be
given to the Shareholders entitled to vote that a meeting will be held at a
time requested by the person or persons calling the
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meeting, not less than thirty-five nor more than sixty days after receipt of
the request.
Section 4. NOTICE OF MEETINGS OF SHAREHOLDERS. Written
notice of each meeting of Shareholders, whether annual or special, shall be
given to each Shareholder entitled to vote thereat, either personally or by
mail or other means of written communication, charges prepaid, addressed to
such Shareholder at the address of such Shareholder appearing on the books of
the corporation or given by such Shareholder to the corporation for the purpose
of notice. If any notice addressed to the Shareholder at the address of such
Shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the Shareholder
at such address, all future notices shall be deemed to have been duly given
without further mailing if the same shall be available for the Shareholder upon
written demand 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
to all other Shareholders. If no address appears on the books of the
corporation or is given by the Shareholder to the corporation for the purpose
of notice, notice shall be deemed to have been given to such Shareholder if
sent by mail or other means of written communication addressed to the place
where the principal executive office of the corporation is located, or if
published at least once in a newspaper of general circulation in the county in
which the 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 the 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.
All such notices shall state the place, date and hour of such
meeting. In the case of a special meeting such notice shall also state the
general nature of the business to be transacted at such meeting, and no other
business may be transacted thereat. In the case of an annual meeting, such
notice shall also state those matters which the Board of Directors at the time
of the mailing of the notice intends to present for action by the Shareholders.
Any proper matter may be presented at an annual meeting of Shareholders though
not stated in the notice, provided that unless the general nature of a proposal
to be approved by the Shareholders relating to the following matters is stated
in the notice or a written waiver of notice, any such Shareholder approval
will require unanimous approval of all Shareholders entitled to vote:
(a) A proposal to approve a contract or other transaction
between the corporation and one or more of its Directors or any corporation,
firm or association in which one or more of its Directors has a material
financial interest or is also a Director;
(b) A proposal to amend the Articles of Incorporation;
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(c) A proposal to approve the principal terms of a
reorganization as defined in Section 181 of the General Corporation Law;
(d) A proposal to wind up and dissolve the corporation;
(e) If the corporation has preferred shares outstanding
and the corporation is in the process of winding up, a proposal to adopt a plan
of distribution of shares, obligations or securities of any other corporation
or assets other than money which is not in accordance with the liquidation
rights of the preferred shares.
The notice of any meeting at which Directors are to be elected
shall include the names of nominees intended at the time of the notice to be
presented by management for election.
Section 5. QUORUM. The presence in person or by proxy
of the holders of a majority of the shares entitled to vote at any meeting
shall constitute a quorum for the transaction of business. The Shareholders
present at a duly called or held meeting at which a quorum is present may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough Shareholders to leave less than a quorum, if any action taken (other
than adjournment) is approved by at least a majority of the shares required to
constitute a quorum.
Section 6. ADJOURNED MEETINGS AND NOTICE THEREOF. Any
Shareholders' meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by vote of a majority of the shares the
holders of which are either present in person or by proxy thereat, but in the
absence of a quorum, no other business may be transacted at any such meeting,
except as provided in Section 4 of this Article II.
When any Shareholders' meeting, either annual or special, is
adjourned for forty-five days or more, 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 as in the case of an original meeting. Except as set forth in this
Section 6 of Article II, it shall not be necessary to give any notice of an
adjourned meeting or of the business to be transacted at an adjourned meeting,
other than by announcement of the time and place thereof at the meeting at
which such adjournment is taken.
Section 7. VOTING. At all meetings of Shareholders,
every Shareholder entitled to vote shall have the right to vote in person or by
proxy the number of shares standing in the name of such Shareholder on the
stock records of the corporation on the record date for such meeting. Shares
held by an administrator, executor, guardian, conservator, custodian, trustee,
receiver, pledgee, minor, corporation or fiduciary or held by this corporation
or a subsidiary of this corporation in a fiduciary capacity or by two or more
persons shall be voted in the manner set forth in Sections 702, 703, and 704
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of the General Corporation Law. Shares of this corporation owned by this
corporation or a subsidiary (except shares held in a fiduciary capacity) shall
not be entitled to vote. Unless a record date for voting purposes is fixed
pursuant to Section 1 of Article V of these Bylaws, then 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 is held, shall be
entitled to vote at such meeting, and such day shall be the record date for
such meeting. Votes at a meeting may be given by viva voce or by ballot;
provided, however, that all elections for Directors must be by ballot upon
demand made by a Shareholder at any election and before the voting begins. If
a quorum is present at the beginning of the meeting, except with respect to the
election of Directors (and subject to the provisions of Section 5 of this
Article II should Shareholders withdraw thereafter) the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on any
matter shall be the act of the Shareholders and shall decide any question
properly brought before the meeting, unless the vote of a greater number or
voting by classes is required by the General Corporation Law or the Articles of
Incorporation, in which case the vote so required shall govern and control the
decision of such question. Subject to the provisions of the next sentence, at
all elections of Directors of the corporation, each Shareholder shall be
entitled 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 principle
among as many candidates as he shall think fit. No Shareholder shall be
entitled to cumulate his 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 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 up to the number of Directors to be
elected shall be elected. Notwithstanding the foregoing, if the corporation
becomes a "listed corporation" within the meaning of Section 301.5 of the
California Corporations Code, cumulative voting shall be eliminated.
Section 8. WAIVER OF NOTICE AND CONSENT OF ABSENTEES.
The proceedings and 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 is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, 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. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person objects, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters required by law or these Bylaws to be included in the
notice but which was not so included, if such objection is expressly made at
the meeting, provided however, that any person making such objection at the
beginning of the meeting or to the consideration of matters required to be but
not included in the notice may orally withdraw such objection at the meeting or
thereafter waive such objection by signing a written waiver thereof or a
consent to the holding of the meeting or the
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consideration of the matter or an approval of the minutes of the meeting.
Neither the business to be transacted at nor the purpose of any annual or
special meeting of Shareholders need be specified in any written waiver of
notice except that the general nature of the proposals specified in subsections
(a) through (e) of Section 4 of this Article II, shall be so stated. All such
waivers, consents or approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.
Section 9. ACTION WITHOUT A MEETING. 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 except as hereinafter set
forth, a Director may be elected at any time to fill a vacancy not 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 any annual or special 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. Unless the consents of all Shareholders entitled to vote have been
solicited in writing,
(a) Notice of any proposed Shareholder approval of, (i) a
contract or other transaction between the corporation and one or more of its
Directors or any corporation, firm or association in which one or more of its
Directors has a material financial interest or is also a Director, (ii)
indemnification of an agent of the corporation as authorized by Section 16, of
Article III, of these Bylaws, (iii) a reorganization of the corporation as
defined in Section 181 of the General Corporation Law, or (iv) the distribution
of shares, obligations or securities of any other corporation or assets other
than money which is not in accordance with the liquidation rights of preferred
shares if the corporation is in the process of winding up, without a meeting by
less than unanimous written consent, shall be given at least ten days before
the consummation of the action authorized by such approval; and
(b) Prompt notice shall be given of the taking of any
other corporate action approved by Shareholders without a meeting by less than
unanimous written consent, to those Shareholders entitled to vote who have not
consented in writing. Such notices shall be given in the manner and shall be
deemed to have been given as provided in Section 4 of Article II of these
Bylaws.
Unless, as provided in Section 1 of Article V 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 filed with the Secretary of the
corporation.
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Any Shareholder giving a written consent, or the Shareholder's
proxy holders, or a transferee of the shares or a personal representative of
the Shareholder or their respective proxy holders, may revoke the consent by a
writing received by the 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 consents shall have the right to do so either in person or by an agent
or agents authorized by a written proxy executed by such person or the duly
authorized agent of such person and filed with the Secretary of the
corporation, or the persons appointed as inspectors of election or such other
person as may be designated by the Board of Directors or the Chief Executive
Officer to receive proxies; provided, that no such proxy shall be valid after
the expiration of eleven months from the date of its execution, unless the
Shareholder executing it specifies therein the length of time for which such
proxy is to continue in force. Every proxy duly executed continues in full
force and effect until revoked by the person executing it prior to the vote
pursuant thereto. Except as otherwise provided by law, such revocation may be
effected by attendance at the meeting and voting in person by the person
executing the proxy or by a writing stating that the proxy is revoked or by a
proxy bearing a later date executed by the person executing the proxy and filed
with the Secretary of the corporation or the persons appointed as inspectors of
election or such other persons as may be designated by the Board of Directors
or the Chief Executive Officer to receive proxies.
Section 11. INSPECTORS OF ELECTION. In advance of any
meeting of Shareholders, the Board of Directors may appoint any persons as
inspectors of election to act at such meeting or any adjournment thereof. If
inspectors of election are not so appointed, or if any persons so appointed
fail to appear or refuse to act, the Chairman of any such meeting may, and on
the request of any Shareholder or his proxy shall, make such appointment at the
meeting. The number of inspectors shall be either one or three. If appointed
at a meeting on the request of one or more Shareholders or proxies, the
majority of shares represented in person or by proxy shall determine whether
one or three inspectors are to be appointed.
The inspectors of election shall 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, receive votes, ballots or consents, hear and determine all challenges
and questions in any way arising in connection with the right to vote, count
and tabulate all votes or consents, determine when the polls shall close,
determine the result and do 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 on the envelopes in which they are mailed.
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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
or certificate of all. Any report or certificate made by the inspectors of
election is prima facie evidence of the facts stated therein.
Article III.
DIRECTORS
Section 1. POWERS. Subject to the General Corporation
Law and any limitations in the Articles of Incorporation relating to action
requiring Shareholder approval, and subject to the duties of Directors as
prescribed by the Bylaws, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction
of the Board of Directors.
Section 2. NUMBER AND QUALIFICATIONS OF DIRECTORS. The
authorized number of Directors shall be not less than three nor more than five,
the exact number to be determined from time to time by the Board of Directors.
After the issuance of shares, this indefinite number may be changed only by an
amendment to the Articles of Incorporation or the Bylaws approved by the
affirmative vote or written consent of a majority of the outstanding shares
entitled to vote. If the number of Directors is or becomes five or more, an
amendment of the Articles of Incorporation or the Bylaws reducing the
authorized number of Directors to 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. Directors need not be residents of the
State of California nor Shareholders of the corporation.
Section 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 at any annual meeting, the
Directors may be elected at any special meeting of Shareholders held for that
purpose, or at the next annual meeting of Shareholders held thereafter. Each
Director shall hold office at the pleasure of the Shareholders until the next
annual meeting of Shareholders and until his successor has been elected and
qualified or until his earlier resignation or removal or his office has been
declared vacant in the manner provided in these Bylaws.
Section 4. RESIGNATION AND REMOVAL OF DIRECTORS. 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, in which case such resignation shall be effective at the time
specified. Unless such resignation specifies otherwise, its acceptance by the
corporation shall not be necessary to
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make it effective. The Board of Directors may declare vacant the office of a
Director who has been declared of unsound mind by an order of court or
convicted of a felony. Any or all of the Directors may be removed without
cause if such removal is approved by the affirmative vote of a majority of the
outstanding shares entitled to vote provided that no Director may be removed
(unless the entire Board is removed) when the votes cast against removal (or,
if such action is taken by written consent, the shares held by persons 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. No
reduction of the authorized number of Directors shall have the effect of
removing any Director before his term of office expires.
Section 5. VACANCIES. Vacancies on the Board of
Directors (except vacancies created by the removal of a Director) may be filled
by a majority of the Directors then in office, whether or not less than a
quorum, or by a sole remaining Director, and each Director elected in this
manner shall hold office until the next annual meeting of Shareholders and
until a successor has been elected and qualified or until his earlier
resignation or removal or his office has been declared vacant in the manner
provided in these Bylaws. A vacancy or vacancies on the Board of Directors
shall exist on the death, resignation or removal of any Director, or if the
Board declares vacant the office of a Director if he is declared of unsound
mind by an order of court or is convicted of a felony, or if the authorized
number of Directors is increased, or if the Shareholders fail to elect the full
authorized number of Directors to be voted for at any Shareholders meeting at
which an election of Directors is held. The Shareholders may elect a Director
at any time to fill any vacancy not filled by the Directors or which occurs by
reason of the removal of a Director. Any such election by written consent of
Shareholders shall require the consent of a majority of the outstanding shares
entitled to vote, except that any such election by written consent of
Shareholders to fill any vacancy which occurs by reason of the removal of a
Director shall require the unanimous consent of the outstanding shares entitled
to vote. If the resignation of a Director states that it is to be effective at
a future time, a successor may be elected to take office when the resignation
becomes effective.
Section 6. PLACE OF MEETINGS. Regular and special
meetings of the Board of Directors shall be held at any place within or without
the State of California which has been designated in the notice or written
waiver of notice of the meeting, or, if not stated in the notice or waiver of
notice or there is no notice, designated by resolution of the Board of
Directors or, either before or after the meeting, consented to in writing by
all members of the Board who were not present at the meeting. If the place of
a regular or special meeting is not designated in the notice or waiver of
notice or fixed by a resolution of the Board or consented to in writing by all
members of the Board not present at the meeting, it shall be held at the
corporation's principal executive office.
Section 7. REGULAR MEETINGS. Immediately following each
annual Shareholders' meeting, the Board of Directors shall hold a regular
meeting to elect officers and transact
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other business. Such meeting shall be held at the same place as the annual
meeting or such other place as shall be fixed by the Board of Directors. Other
regular meetings of the Board of Directors shall be held at such times and
places as are fixed by the Board. Call and notice of regular meetings of the
Board of Directors shall not be required and is hereby dispensed with.
Section 8. 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, any
Assistant Secretary or any two Directors. Notice of the time and place of
special meetings shall be delivered personally or by telephone (including a
voice messaging system or other system or technology designed to record and
communicate messages), telegraph, facsimile, electronic mail or other
electronic means, or sent to the Director by mail. In case notice is given by
mail or telegram, it shall be sent, charges prepaid, addressed to the Director
at his address appearing on the corporate records, or if it is not on these
records or is not readily ascertainable, at the place where the meetings of the
Directors are regularly held. If notice is given by mail, it shall be deposited
in the United States mail at least four (4) days before the meeting. If notice
is given by telegraph, facsimile, electronic mail or other electronic means, it
shall be personally delivered to the recipient, or delivered to a common
carrier for transmission to the recipient, or actually transmitted by the
person giving the notice by electronic means to the recipient, at least 48
hours before the meeting. If notice is given in person or by telephone
(including a voice messaging system or other system or technology designed to
record and communicate messages), it shall be given to the recipient (including
the recipient s designated voice mailbox or address on such a system), or to a
person at the office of the recipient who the person giving notice has reason
to believe will promptly communicate it to the recipient, at least 48 hours
before the meeting. Such forms of communication, as provided in this Section,
shall be due, legal and personal notice to such Director.
Section 9. QUORUM. A majority of the authorized number
of Directors shall constitute a quorum of the Board for the transaction of
business, except to adjourn a meeting under Section 11. Every act or decision
done or made by a majority of the Directors present at a meeting duly held at
which a quorum is present is the act of the Board of Directors, unless the vote
of a greater number or the same number after disqualifying one or more
Directors from voting, is required by law, the Articles of Incorporation or
these Bylaws. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of Directors, provided that
any action taken is approved by at least a majority of the required quorum for
such meeting.
Section 10. WAIVER OF NOTICE OR CONSENT. The
transactions of any meeting of the Board of Directors, however called and
noticed or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum is present and if, either
before or after the meeting, each of the Directors not present 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
the meeting, or an approval of the minutes of the meeting. All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes
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of the meeting. A notice or waiver of notice need not specify the purpose of
any regular or special meeting of the Board of Directors. Notice of a meeting
need not be given to any Director who signs a waiver of notice, whether before
or after the meeting, or who attends the meeting without protesting, prior to
or at its commencement, the lack of notice to such Director.
Section 11. ADJOURNMENT. A majority of the Directors
present, whether or not a quorum is present, may adjourn any meeting to another
time and place. If the meeting is adjourned for more than 24 hours, notice of
the 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 the
adjournment.
Section 12. MEETINGS BY CONFERENCE TELEPHONE, ELECTRONIC
VIDEO SCREEN EQUIPMENT, ETC. Members of the Board of Directors may participate
in a meeting through use of conference telephone, electronic video screen
communication or other communications equipment, so long as : (a) each member
participating in the meeting can communicate with all of the other members
concurrently; (b) each member is provided with the means of participating in
all matters before the Board of Directors, including the capacity to propose,
or to interpose an objection, to a specific action to be taken by the
corporation; and (c) the corporation adopts and implements some means of
verifying both of the following: (1) that a person communicating by telephone,
electronic video screen or other communication equipment is a Director entitled
to participate in such meeting and (2) that all statements, questions, actions
or votes were made by that Director and not by another person not permitted to
participate as a Director. Participation by Directors in a meeting in the
manner provided in this Section constitutes presence in person at such
meeting.
Section 13. ACTION WITHOUT A MEETING. Any action
required or permitted to be taken by the Board of Directors may be taken
without a meeting, if all members of the Board shall individually or
collectively consent in writing to such action. Such written consent or
consents shall be filed with the minutes of the proceedings of the Board. Such
action by written consent shall have the same force and effect as a unanimous
vote of such Directors.
Section 14. FEES AND COMPENSATION. Directors and members
of committees shall receive neither compensation for their services as
Directors or members of committees or reimbursement for their expenses incurred
as Directors or members of committees unless these payments are fixed by
resolution of the Board. Directors and members of committees may receive
compensation and reimbursement for their expenses incurred as officers, agents
or employees of or for other services performed for the corporation as approved
by the Chief Executive Officer without authorization, approval or ratification
by the Board.
Section 15. COMMITTEES. The Board of Directors may, at
its discretion, by resolution adopted by a majority of the authorized number of
Directors, designate one or more committees, each of which shall be composed of
two or more Directors, to serve at the pleasure of the
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Board. The Board may designate one or more Directors as alternate members of
any committee, who may replace any absent member at any meeting of the
committee. The Board may delegate to any such committee, to the extent
provided in such resolution, any of the Board's powers and authority in the
management of the corporation's business and affairs, except with respect to:
(a) the approval of any action for which the General
Corporation Law or the Articles of Incorporation also requires approval by the
Shareholders;
(b) the filling of vacancies on the Board of Directors or
any committee;
(c) the fixing of compensation of Directors for serving
on the Board or on any committee;
(d) the amendment or repeal of Bylaws or the adoption of
new Bylaws;
(e) the amendment or repeal of any resolution of the
Board which by its express terms is not so amendable or repealable;
(f) a distribution to the Shareholders of the
corporation, except at a rate or in a periodic amount or within a price range
determined by the Board; and
(g) the appointment of other committees of the Board or
the members thereof.
The Board may prescribe appropriate rules, not inconsistent
with these Bylaws, by which proceedings of any such committee shall be
conducted. The provisions of these Bylaws relating to the calling of meetings
of the Board, notice of meetings of the Board and waiver of such notice,
adjournments of meetings of the Board, written consents to Board meetings and
approval of minutes, action by the Board by consent in writing without a
meeting, the place of holding such meetings, meetings by conference telephone
or similar communications equipment, the quorum for such meetings, the vote
required at such meetings and the withdrawal of Directors after commencement of
a meeting shall apply to committees of the Board and action by such committees.
In addition, any member of the committee designated by the Board as the
Chairman or as Secretary of the committee or any two members of a committee may
call meetings of the committee. Regular meetings of any committee may be held
without notice if the time and place of such meetings are fixed by the Board of
Directors or the committee.
Section 16. INDEMNIFICATION OF CORPORATE AGENTS.
(a) For the purposes of this section, "agent" means any
person who is or was a Director, officer, employee or other agent of this
corporation, or is or was serving at the request of this corporation as a
Director, officer, employee or agent of another foreign or domestic
corporation,
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partnership, joint venture, trust or other enterprise, or was a Director,
officer, employee or agent of a foreign or domestic corporation which was a
predecessor corporation of this corporation or of another enterprise at the
request of such predecessor corporation; "proceeding" means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative; and "expenses" includes without limitation,
attorneys' fees and any expenses of establishing a right to indemnification
under subdivision (d) or paragraph (3) of subdivision (e).
(b) This corporation shall have the power to indemnify
any person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of this corporation to
procure a judgment in its favor) by reason of the fact that such person is or
was an agent of this corporation, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with such proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in the best interests of this corporation and,
in the case of a criminal proceeding, had no reasonable cause to believe the
conduct of such person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to
be in the best interests of this corporation or that the person had reasonable
cause to believe that the person's conduct was unlawful.
(c) This corporation shall have the power to indemnify
any person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of this corporation
to procure a judgment in its favor by reason of the fact that such person is or
was an agent of this corporation, against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of such
action if such person acted in good faith, in a manner such person believed to
be in the best interests of this corporation and its Shareholders.
No indemnification shall be made under this subdivision for
any of the following:
(1) In respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to this corporation
in the performance of such person's duty to this corporation and its
Shareholders, unless and only to the extent that the court in which such
proceeding is or was pending shall determine upon application that, in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for the expenses and then only to the extent that the
court shall determine.
(2) Of amounts paid in settling or otherwise
disposing of a pending action without court approval.
(3) Of expenses incurred in defending a pending
action which is settled or otherwise disposed of without court approval.
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(d) To the extent that an agent of this corporation has
been successful on the merits in defense of any proceeding referred to in
subdivision (b) or (c) or in defense of any claim, issue or matter therein, the
agent shall be indemnified against expenses actually and reasonably incurred by
the agent in connection therewith.
(e) Except as provided in subdivision (d), any
indemnification under this Section shall be made by this corporation only if
authorized in the specific case, upon a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in subdivision (b) or (c), by any of
the following:
(1) A majority vote of a quorum consisting of
Directors who are not parties to such proceeding.
(2) If such a quorum of Directors is not
obtainable, by independent legal counsel in a written opinion.
(3) Approval of the Shareholders (Section 153 of
the California Corporations Code) with the shares owned by the person to be
indemnified not being entitled to vote thereon.
(4) The court in which such proceeding is or was
pending upon application made by this corporation or the agent or the attorney
or other person rendering services in connection with the defense, whether or
not such application by the agent, attorney or other person is opposed by this
corporation.
(f) Expenses incurred in defending any proceeding may be
advanced by this corporation prior to the final disposition of such proceeding
upon receipt of an undertaking by or on behalf of the agent to repay such
amount if it shall be determined ultimately that the agent is not entitled to
be indemnified as authorized in this Section. The provisions of subdivision
(a) of Section 315 of the General Corporation Law do not apply to advances made
pursuant to this subdivision.
(g) The indemnification provided by this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
Shareholders or disinterested Directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office, to the extent that such additional rights to indemnification are
authorized in the articles of this corporation. The rights to indemnity
hereunder shall continue as to a person who has ceased to be a Director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors and administrators of the person. Nothing contained in this Section
shall affect any right to indemnification to which persons other than such
Directors and officers of this corporation may be entitled by contract or
otherwise.
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(h) No indemnification or advance shall be made under
this Section, except as provided in subdivision (d) or paragraph (3) of
subdivision (e), in any circumstance where it appears:
(1) That it would be inconsistent with a
provision of the articles, Bylaws, a resolution of the Shareholders or an
agreement in effect at the time of the accrual of the alleged cause of action
asserted in the proceeding in which the expenses were incurred or other amounts
were paid, which prohibits or otherwise limits indemnification.
(2) That it would be inconsistent with any
condition expressly imposed by a court in approving a settlement.
(i) 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. The fact that a corporation owns all or a portion of the shares
of the company issuing a policy of insurance shall not render this subdivision
inapplicable if either of the following conditions are satisfied: (1) if
authorized in the articles of the corporation, any policy issued is limited to
the extent provided by subdivision (d) of Section 204 of the California
Corporations Code; or (2) (A) the company issuing the insurance policy is
organized, licensed, and operated in a manner that complies with the insurance
laws and regulations applicable to its jurisdiction of organization, (B) the
company issuing the policy provides procedures for processing claims that do
not permit that company to be subject to the direct control of the corporation
that purchased that policy, and (C) the policy issued provides for some manner
of risk sharing between the issuer and purchaser of the policy, on one hand,
and some unaffiliated person or persons, on the other, such as by providing for
more than one unaffiliated owner of the company issuing the policy or by
providing that a portion of the coverage furnished will be obtained from some
unaffiliated insurer or reinsurer.
Section 17. APPROVAL OF LOANS TO OFFICERS. The
corporation may, upon the approval of the board of directors alone, make loans
of money or property to, or guarantee the obligations of, any officer of the
corporation or its parent or subsidiary, whether or not a director, or adopt an
employee benefit plan or plans authorizing such loans or guaranties provided
that (i) the board of directors determines that such a loan or guaranty or plan
may reasonably be expected to benefit the corporation, (ii) the corporation has
outstanding shares held of record by 100 or more persons (determined as
provided in Section 605 of the California Corporations Code) on the date of
approval by the board of directors, and (iii) the approval of the board of
directors is by a vote sufficient without counting the vote of any interested
director or directors.
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Article IV.
OFFICERS
Section 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. The corporation may also have, at the discretion of
the Board of Directors, one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers and such other officers as may be
appointed in accordance with the provisions of Section 3 of this Article IV.
Any two or more offices may be held by the same person.
Section 2. ELECTIONS. The officers of the corporation,
except such officers as may be appointed in accordance with the provisions of
Section 3 or Section 5 of this Article IV, shall be chosen annually by the
Board of Directors, and each such officer shall serve at the pleasure of the
Board of Directors until the regular meeting of the Board of Directors
following the annual meeting of Shareholders and until his successor is elected
and qualified or until his earlier resignation or removal.
Section 3. OTHER OFFICERS. The Board of Directors may
appoint, and may empower the Chairman of the Board or the President or both of
them to appoint, such other officers as the business of the corporation may
require, each of whom shall hold office for such period, have such authority
and perform such duties as are provided in the Bylaws or as the Board of
Directors may from time to time determine.
Section 4. REMOVAL AND RESIGNATION. Any officer may be
removed with or without cause either by the Board of Directors or, except for
an officer chosen by the Board, by any officer upon whom the power of removal
may be conferred by the Board (subject, in each case, to the rights, if any, of
an officer under any contract of employment). Any officer may resign at any
time upon written notice to the corporation (without prejudice however, to the
rights, if any, of the corporation under any contract to which the officer is a
party). Any such resignation shall take effect upon receipt of such notice or
at any later time specified therein. If the resignation is effective at a
future time, a successor may be elected to take office when the resignation
becomes effective. Unless a resignation specifies otherwise, its acceptance by
the corporation 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 a manner prescribed in the Bylaws for regular appointments to the
office.
Section 6. CHAIRMAN OF THE BOARD. The Board of
Directors may, in its discretion, elect a Chairman of the Board, who, unless
otherwise determined by the Board of Directors, shall preside at all meetings
of the Board of Directors at which he is present and shall exercise and
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perform any other powers and duties assigned to him by the Board or prescribed
by the Bylaws. If the office of President is vacant, the Chairman of the Board
shall be the general manager and Chief Executive Officer of the corporation and
shall exercise the duties of the President as set forth in Section 7.
Section 7. PRESIDENT. Subject to any supervisory
powers, if any, that may be given by the Board of Directors or the Bylaws to
the Chairman of the Board, if there be such an officer, the President shall be
the corporation's general manager and Chief Executive Officer and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business, affairs and officers of the corporation.
Unless otherwise determined by the Board of Directors, he shall preside as
Chairman 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 have the general powers and duties of management usually
vested in the office of President of a corporation; shall have any other powers
and duties that are prescribed by the Board of Directors or the Bylaws; and
shall be primarily responsible for carrying out all orders and resolutions of
the Board of Directors.
Section 8. VICE PRESIDENTS. In the absence or
disability of the Chief Executive Officer, 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 Chief Executive Officer, and when so acting, shall have all the powers of,
and be subject to all the restrictions on, the Chief Executive Officer. Each
Vice President shall have any of the powers and perform any other duties that
from time to time may be prescribed for him by the Board of Directors or the
Bylaws or the Chief Executive Officer.
Section 9. SECRETARY. The Secretary shall keep or cause
to be kept a book of minutes of all meetings and actions by written consent of
all Directors, Shareholders and committees of the Board of Directors. The
minutes of each meeting shall state the time and place that it was held and
such other information as shall be necessary to determine whether the meeting
was held in accordance with law and these Bylaws and the actions taken thereat.
The Secretary shall keep or cause to be kept at the corporation's principal
executive office, or at the office of its transfer agent or registrar, a record
of the Shareholders of the corporation, giving the names and addresses of all
Shareholders and the number and class of shares held by each. The Secretary
shall give, or cause to be given, notice of all meetings of Shareholders,
Directors and committees required to be given under these Bylaws or by law,
shall keep or cause the keeping of the corporate seal in safe custody and shall
have any other powers and perform any other duties that are prescribed by the
Board of Directors or the Bylaws or the Chief Executive Officer. If the
Secretary refuses or fails to give notice of any meeting lawfully called, any
other officer of the corporation may give notice of such meeting. The
Assistant Secretary, or if there be more than one, any Assistant Secretary, may
perform any or all of the duties and exercise any or all of the powers of the
Secretary unless prohibited from doing so by the Board of Directors, the Chief
Executive Officer or the Secretary, and shall have such other powers and
perform any other duties as are prescribed for him by the Board of Directors or
the Chief Executive Officer.
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Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial
Officer shall keep and maintain, or cause to be kept and maintained, adequate
and correct books and records of account. The Chief Financial Officer shall
cause all money and other valuables in the name and to the credit of the
corporation to be deposited at the depositories designated by the Board of
Directors or any person authorized by the Board of Directors to designate such
depositories. He shall render to the Chief Executive Officer and Board of
Directors, when either of them request it, an account of all his transactions
as Chief Financial Officer and of the financial condition of the corporation;
and shall have any other powers and perform any other duties that are
prescribed by the Board of Directors or the Bylaws or the Chief Executive
Officer. The Assistant Treasurer, or if there be more than one, any Assistant
Treasurer, may perform any or all of the duties and exercise any or all of the
powers of the Chief Financial Officer unless prohibited from doing so by the
Board of Directors, the Chief Executive Officer or the Chief Financial Officer,
and shall have such other powers and perform any other duties as are prescribed
for him by the Board of Directors, the Chief Executive Officer or the Chief
Financial Officer.
Article V.
MISCELLANEOUS
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 payment of any dividend or other distribution, or allotment
of any rights, or to exercise rights in respect to any change, conversion, or
exchange of shares or any other lawful action. The record date so fixed shall
be not more than sixty days nor less than ten days prior to the date of such
meeting, nor more than sixty days prior to any other action 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. INSPECTION OF CORPORATE RECORDS. The books
of account, record of Shareholders, and minutes of proceedings of the
Shareholders and the Board and committees of the Board of this corporation
shall be open to inspection upon the written demand on the corporation of any
Shareholder or holder of a voting trust certificate at any time during usual
business hours, for a purpose reasonably related to such holder's interests as
a Shareholder or as the holder of such voting trust certificate. Such
inspection by a Shareholder or holder of a voting trust certificate may be made
in person or by agent or attorney, and the right of inspection includes the
right to copy and make
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extracts.
A Shareholder or Shareholders holding at least five percent in
the aggregate of the outstanding voting shares of the corporation or who hold
at least one percent of such voting shares and have filed a Schedule 14A with
the United States Securities and Exchange Commission relating to the election
of Directors of the corporation shall have (in person or by agent or attorney)
the absolute right to inspect and copy the record of Shareholders' names and
addresses and share holdings during usual business hours upon five business
days' prior written demand upon the corporation and to obtain from the transfer
agent for the corporation, upon written demand and upon the tender of its usual
charges, a list of the Shareholders' names and addresses, who are entitled to
vote for the election of Directors, and their share holdings, as of the most
recent record date for which it has been compiled or as of a date specified by
the Shareholder subsequent to the date of demand. The list shall be made
available on or before the later of five business days after the demand is
received or the date specified therein as the date as of which the list is to
be compiled.
Every Director shall have the absolute right at any reasonable
time to inspect and copy all books, records and documents of every kind and to
inspect the physical properties of this corporation and any subsidiary of this
corporation. Such inspection by a Director may be made in person or by agent
or attorney and the right of inspection includes the right to copy and make
extracts.
Section 3. 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 resolution of the Board of Directors. The Board of
Directors may authorize one or more officers of the corporation to designate
the person or persons authorized to sign such documents and the manner in which
such documents shall be signed.
Section 4. ANNUAL AND OTHER REPORTS. The board of
directors shall cause an annual report to be sent to the shareholders not later
than one hundred twenty (120) days after the close of the fiscal year adopted
by the corporation. Such report shall be sent at least fifteen (15) days (or,
if sent by third-class mail, thirty-five (35) days)before the annual meeting of
shareholders to be held during the next fiscal year. The annual report shall
contain (i) a balance sheet as of the end of the fiscal year, (ii) an income
statement, (iii) a statement of changes in financial position for the fiscal
year, and (iv) any report of independent accountants or, if there is no such
report, the certificate of an authorized officer of the corporation that the
statements were prepared without audit from the books and records of the
corporation. The foregoing requirement of an annual report shall be waived so
long as the shares of the corporation are held by fewer than one hundred (100)
holders of record.
A Shareholder or Shareholders holding at least five percent of
the outstanding shares of any class of the corporation may make 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 current fiscal year ended
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more than thirty days prior to the date of the request and a balance sheet of
the corporation as of the end of such period. In addition, if no annual report
for the last fiscal year has been sent to Shareholders, a Shareholder or
Shareholders holding at least five percent of the outstanding shares of any
class of the corporation may make a written request to the corporation for an
annual report for the last fiscal year, which annual 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. The statements shall be delivered or mailed to the person making
the request within thirty days thereafter. A copy of such statements shall be
kept on file in the principal executive office of the corporation for twelve
months and they shall be exhibited at all reasonable times to any Shareholder
demanding an examination of them or a copy shall be mailed to such Shareholder.
The corporation shall, upon the written request of any
Shareholder, mail to the Shareholder a copy of the last annual, semiannual or
quarterly income statement which it has prepared and a balance sheet as of the
end of the period.
The quarterly income statements and balance sheets referred to
in this Section shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the corporation.
Unless otherwise determined by the Board of Directors or the
Chief Executive Officer, the Chief Financial Officer and any Assistant
Treasurer are each authorized officers of the corporation to execute the
certificate that the annual report and quarterly income statements and balance
sheets referred to in this section were prepared without audit from the books
and records of the corporation.
Any report sent to the Shareholders shall be given personally
or by mail or other means of written communication, charges prepaid, addressed
to such Shareholder at the address of such Shareholder appearing on the books
of the corporation or given by such Shareholder to the corporation for the
purpose of notice or set forth in the written request of the Shareholder as
provided in this Section. If any report addressed to the Shareholder at the
address of such Shareholder appearing on the books of the corporation is
returned to the corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to deliver the report
to the Shareholder at such address, all future 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 report to all other Shareholders. If no address appears on the books of
the corporation or is given by the Shareholder to the corporation for the
purpose of notice or is set forth in the written request of the Shareholder as
provided in this Section, such report shall be deemed to have been given to
such
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Shareholder if sent by mail or other means of written communication addressed
to the place where the principal executive office of the corporation is
located, or if published at least once in a newspaper of general circulation in
the county in which the principal executive office is located. Any such report
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 report 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
report.
Section 5. CONTRACTS, ETC., HOW EXECUTED. The Board of
Directors, except as the Bylaws or Articles of Incorporation otherwise provide,
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.
Section 6. CERTIFICATE FOR SHARES. Every holder of
shares in the corporation shall be entitled to have a certificate or
certificates signed in the name of the corporation by the Chairman of the Board
or the President or a Vice President and by the Chief Financial Officer or an
Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the
number of shares and the class or series of shares owned by the Shareholder.
Any or all of the signatures on the certificate may be facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.
Any such certificate shall also contain such legend or other
statement as may be required by Section 418 of the General Corporation Law, the
Corporate Securities Law of 1968, and any agreement between the corporation and
the issuee thereof, and may contain such legend or other statement as may be
required by any other applicable law or regulation or agreement.
Certificates for shares may be issued prior to full payment
thereof, under such restrictions and for such purposes, as the Board of
Directors or the Bylaws may provide; provided, however, that any such
certificates so issued prior to full payment shall state the total amount of
the consideration to be paid therefor and the amount paid thereon.
No new certificate for shares shall be issued in place of any
certificate theretofore issued unless the latter is surrendered and canceled at
the same time; provided, however, that a new certificate may be issued without
the surrender and cancellation of the old certificate if the certificate
theretofore issued is alleged to have been lost, stolen or destroyed. In case
of any such allegedly lost, stolen or destroyed certificate, the corporation
may require the owner thereof or the legal representative of such owner to give
the corporation a bond (or other adequate security) sufficient to indemnify it
against any claim that may be made against it (including any expense or
liability) on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
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Section 7. REPRESENTATION OF SHARES OF OTHER
CORPORATIONS. Unless the Board of Directors shall otherwise determine, the
Chairman of the Board, the President, any Vice President, the Secretary and any
Assistant Secretary of this corporation are each authorized to vote, represent
and exercise on behalf of this corporation all rights incident to any and all
shares of any other corporation or corporations standing in the name of this
corporation. The authority herein granted to such 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 so to do by proxy or power
of attorney or other document duly executed by any such officer.
Section 8. INSPECTION OF BYLAWS. The corporation shall
keep in its principal executive office in California, or if its principal
executive office is not in California, at its principal business office in
California, the original or a copy of the Bylaws as amended to date, which
shall be open to inspection by the Shareholders at all reasonable times during
office hours. If the corporation has no office in California, it shall upon
the written request of any Shareholder, furnish him a copy of the Bylaws as
amended to date.
Section 9. SEAL. The corporation shall have a common
seal, and shall have inscribed thereon the name of the corporation, the date of
its incorporation, and the words "INCORPORATED" and "CALIFORNIA".
Section 10. CONSTRUCTION AND DEFINITIONS. Unless the
context otherwise requires, the general provisions, rules of construction and
definitions contained in the General Corporation Law shall govern the
construction of these Bylaws. Without limiting the generality of the
foregoing, the masculine gender includes the feminine and neuter, the singular
number includes the plural and the plural number includes the singular, and the
term "Person" includes a corporation as well as a natural person.
Article VI.
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 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 VI to adopt, amend or
repeal Bylaws, Bylaws other than a bylaw or amendment thereof changing the
authorized number of Directors (except to fix the authorized number of
directors pursuant to a bylaw providing for a variable number of directors) may
be adopted,
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amended or repealed by the Board of Directors.
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
That I am the duly elected and acting Secretary of
DSL Entertainment Group, Inc., a California corporation; and
That the foregoing Amended and Restated Bylaws,
comprising 22 pages, including the page containing this certificate, constitute
the Bylaws of such corporation as duly adopted by written consent of the Board
of Directors of the corporation duly taken on December 19, 1996 and approved by
the shareholders on January 17, 1997.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of such corporation this 30th day of January, 1997.
___________________________________
Drew S. Levin
Secretary
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