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EXHIBIT 3.2
I, MOLLY K. BYRD, Assistant Secretary of SOUTHERN CALIFORNIA EDISON
COMPANY, certify that the attached is an accurate and complete copy of the
Bylaws of this corporation as amended, and in full force and effect as of this
date.
Dated: March 17, 1994
Molly K. Byrd
__________________________________
Assistant Secretary
SOUTHERN CALIFORNIA EDISON COMPANY
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To Holders of the Company's Bylaws:
Effective November 18, 1993, Article III, Section 6, was amended to change the
hour of the regular Board meetings from 10:00 a.m. to
9:30 a.m. and
Article III, Section 7, was amended to provide for facsimile and
electronic mail notification of Special meetings.
KENNETH S. STEWART
Corporate Secretary
BYLAWS
OF
SOUTHERN CALIFORNIA EDISON COMPANY
AS AMENDED TO AND INCLUDING
NOVEMBER 18, 1993
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INDEX
ARTICLE I -- PRINCIPAL OFFICE
Section 1. Principal Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II -- SHAREHOLDERS
Section 1. Meeting Locations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 4. Notice of Annual or Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 5. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 6. Adjourned Meeting and Notice Thereof . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 7. Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 8. Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 9. Consent of Absentees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 10. Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 11. Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 12. Inspectors of Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE III -- DIRECTORS
Section 1. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2. Number of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3. Election and Term of Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 5. Place of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6. Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 8. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 9. Participation in Meetings by Conference Telephone . . . . . . . . . . .. . . . . . . . . . . . 12
Section 10. Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 11. Adjournment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 12. Fees and Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 13. Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 14. Rights of Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 15. Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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ARTICLE IV -- OFFICERS
Section 1. Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2. Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3. Eligibility of Chairman or President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 4. Removal and Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 5. Appointment of Other Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 6. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 7. Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8. Furnish Security for Faithfulness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 9. Chairman's Duties; Succession to Such Duties
in Chairman's Absence or Disability 16
Section 10. President's Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 11. Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 12. Vice President's Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 13. General Counsel's Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 14. Associate General Counsel's and
Assistant General Counsel's Duties . . . . . . . . . . . . . . . . . . 17
Section 15. Controller's Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 16. Assistant Controllers' Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 17. Treasurer's Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 18. Assistant Treasurers' Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 19. Secretary's Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 20. Assistant Secretaries' Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 21. Secretary Pro Tempore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 22. Election of Acting Treasurer or Acting Secretary . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 23. Performance of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE V -- OTHER PROVISIONS
Section 1. Inspection of Corporate Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2. Inspection of Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 3. Contracts and Other Instruments, Loans, Notes and Deposits of Funds . . . . . . . . . . . . . . . 21
Section 4. Certificates of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5. Transfer Agent, Transfer Clerk and Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6. Representation of Shares of Other Corporations . . . . . . . . . . . . . . . . . . . . . . . . . . 22
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ARTICLE V -- OTHER PROVISIONS (continued)
Section 7. Stock Purchase Plans . . . . . . . . . . . .. 22
Section 8. Fiscal Year and Subdivisions . . . . . . . . . . . .. 23
Section 9. Construction and Definitions . . . . . . . . . . . .. 23
ARTICLE VI -- INDEMNIFICATION
Section 1. Indemnification of Directors and Officers . . . . .. 23
Section 2. Indemnification of Employees and Agents . . . . . .. 25
Section 3. Right of Directors and Officers to
Bring Suit . . . . . . .. 25
Section 4. Successful Defense . . . . . . . . . . . . . . . . .. 26
Section 5. Non-Exclusivity of Rights . . . . . . . . . . . . .. 26
Section 6. Insurance . . . . . . . . . . . . . . . . . . . . .. 26
Section 7. Expenses as a Witness . . . . . . . . . . . . . . .. 26
Section 8. Indemnity Agreements . . . . . . . . . . . . . . . .. 27
Section 9. Separability . . . . . . . . . . . . . . . . . . . .. 27
Section 10. Effect of Repeal or Modification . . . . . . . . . .. 27
ARTICLE VII -- EMERGENCY PROVISIONS
Section 1. General . . . . . . . . . . . . . . . . . . . . . .. . 27
Section 2. Unavailable Directors . . . . . . . . . . . . . . .. . 28
Section 3. Authorized Number of Directors . . . . . . . . . . .. . 28
Section 4. Quorum . . . . . . . . . . . . . . . . . . . . . . .. . 28
Section 5. Creation of Emergency Committee . . . . . . . . . .. . 28
Section 6. Constitution of Emergency Committee . . . . . . . .. . 28
Section 7. Powers of Emergency Committee . . . . . . . . . . .. . 29
Section 8. Directors Becoming Available . . . . . . . . . . . .. . 29
Section 9. Election of Board of Directors . . . . . . . . . . .. . 29
Section 10. Termination of Emergency Committee . . . . . . . . .. . 29
ARTICLE VIII -- AMENDMENTS
Section 1. Amendments . . . . . . . . . . . . . . . . . . . . .. . 30
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BYLAWS
Bylaws for the regulation, except as otherwise provided
by statute or its Articles of Incorporation
of
SOUTHERN CALIFORNIA EDISON COMPANY
AS AMENDED TO AND INCLUDING
NOVEMBER 18, 1993
ARTICLE I -- PRINCIPAL OFFICE
SECTION 1. PRINCIPAL OFFICE.
The Edison General Office, situated at 2244 Walnut Grove
Avenue, in the City of Rosemead, County of Los Angeles, State of California, is
hereby fixed as the principal office for the transaction of the business of the
corporation.
ARTICLE II -- SHAREHOLDERS
SECTION 1. MEETING LOCATIONS.
All meetings of shareholders shall be held at the
principal office of the corporation or at such other place or places within or
without the State of California as may be designated by the Board of Directors
(the "Board"). In the event such places shall prove inadequate in capacity for
any meeting of shareholders, an adjournment may be taken to and the meeting
held at such other place of adequate capacity as may be designated by the
officer of the corporation presiding at such meeting.
SECTION 2. ANNUAL MEETINGS.
The annual meeting of shareholders shall be held on the
third Thursday of the month of April of each year at 10:00 a.m. on said day to
elect directors to hold office for the year next ensuing and until their
successors shall be elected, and to consider and act upon such other matters as
may lawfully be presented to such meeting; provided, however, that should said
day fall upon a legal holiday, then any 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.
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ARTICLE II
SECTION 3. SPECIAL MEETINGS.
Special meetings of the shareholders may be called at any
time by the Board, the Chairman of the Board, the President, or upon written
request of any three members of the Board, or by the holders of shares entitled
to cast not less than ten percent of the votes at such meeting. Upon request
in writing to the Chairman of the Board, the President, any Vice President or
the 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 meeting, not less than
thirty-five nor more than sixty days after the receipt of the request. If the
notice is not given within twenty days after receipt of the request, the
persons entitled to call the meeting may give the notice.
SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETING.
Written notice of each annual or special meeting of
shareholders shall be given not less than ten (or if sent by third-class mail,
thirty) nor more than sixty days before the date of the meeting to each
shareholder entitled to vote thereat. Such notice shall state the place, date,
and hour of the meeting and (i) in the case of a special meeting, the general
nature of the business to be transacted, and no other business may be
transacted, or (ii) in the case of an annual meeting, those matters which the
Board, at the time of the mailing of the notice, intends to present for action
by the shareholders, but, subject to the provisions of applicable law and these
Bylaws, any proper matter may be presented at an annual meeting for such
action. The notice of any special or annual 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 the Board for election. For any matter to be
presented by a shareholder at an annual meeting held after December 31, 1993,
including the nomination of any person (other than a person nominated by or at
the direction of the Board) for election to the Board, written notice must be
received by the Secretary of the corporation from the shareholder not less than
sixty nor more than one hundred twenty days prior to the date of the annual
meeting specified in these Bylaws and to which the shareholder's notice
relates; provided however, that in the event the annual meeting to which the
shareholder's written notice relates is to be held on a date which is more than
thirty days earlier than the date of the annual meeting specified in these
Bylaws, the notice from a shareholder must be received by the Secretary not
later than the close of business on the tenth day following the date on which
public disclosure of the date of the annual meeting was made or given to the
shareholders. The shareholder's notice to the Secretary shall set forth (a) a
brief description of each matter to be presented at the annual meeting by the
shareholder; (b) the name and address, as they appear on the corporation's
books, of the shareholder; (c) the class and number of shares of the
corporation
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ARTICLE II
which are beneficially owned by the shareholder; and (d) any material interest
of the shareholder in the matters to be presented. Any shareholder who intends
to nominate a candidate for election as a director shall also set forth in such
a notice (i) the name, age, business address and residence address of each
nominee that he or she intends to nominate at the meeting, (ii) the principal
occupation or employment of each nominee, (iii) the number of shares of capital
stock of the corporation beneficially owned by each nominee, and (iv) any
other information concerning the nominee that would be required under the rules
of the Securities and Exchange Commission in a proxy statement soliciting
proxies for the election of the nominee. The notice shall also include a
consent, signed by the shareholder's nominees, to serve as a director of the
corporation if elected. Notwithstanding anything in these Bylaws to the
contrary, and subject to the provisions of any applicable law, no business
shall be conducted at a special or annual meeting except in accordance with the
procedures set forth in this Section 4.
Notice of a shareholders' meeting shall be given either
personally or by first-class mail (or, if the outstanding shares of the
corporation are held of record by 500 or more persons on the record date for
the meeting, by third-class mail) or by other means of written communication,
addressed to the shareholder at the address of such shareholder appearing on
the books of the corporation or given by the shareholder to the corporation for
the purpose of notice; or, if no such address appears or is given, at the place
where the principal office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in which the
principal office is located. Notice by mail shall be deemed to have been given
at the time a written notice is deposited in the United States mails, postage
prepaid. Any other written notice shall be deemed to have been given at the
time it is personally delivered to the recipient or is delivered to a common
carrier for transmission, or actually transmitted by the person giving the
notice by electronic means, to the recipient.
SECTION 5. QUORUM.
A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at any meeting of shareholders.
The affirmative vote of a majority of the shares represented and voting at a
duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number or voting
by classes is required by law or the Articles; provided, however, that 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 have 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.
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ARTICLE II
SECTION 6. ADJOURNED MEETING AND NOTICE THEREOF.
Any shareholders' meeting, whether or not a quorum is
present, may be adjourned from 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 thereat, but in the absence of a quorum (except as provided in Section 5
of this Article) no other business may be transacted at such meeting.
It shall not be necessary to give any notice of the time
and place of the adjourned meeting or of the business to be transacted thereat,
other than by announcement at the meeting at which such adjournment is taken.
At the adjourned meeting, the corporation may transact any business which might
have been transacted at the original meeting. However, when any shareholders'
meeting is adjourned for more than forty-five days 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.
SECTION 7. VOTING.
The shareholders entitled to notice of any meeting or to
vote at any such meeting shall be only persons in whose name shares stand on
the stock records of the corporation on the record date determined in
accordance with Section 8 of this Article.
Voting shall in all cases be subject to the provisions of
Chapter 7 of the California General Corporation Law, and to the following
provisions:
(a) Subject to clause (g), shares held by an
administrator, executor, guardian, conservator or custodian may be voted by
such holder either in person or by proxy, without a transfer of such shares
into the holder's name; and shares standing in the name of a trustee may be
voted by the trustee, either in person or by proxy, but no trustee shall be
entitled to vote shares held by such trustee without a transfer of such shares
into the trustee's name.
(b) Shares standing in the name of a receiver may be
voted by such receiver; and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into the receiver's
name if authority to do so is contained in the order of the court by which such
receiver was appointed.
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ARTICLE II
(c) Subject to the provisions of Section 705 of the
California General Corporation Law and except where otherwise agreed in writing
between the parties, a shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
(d) Shares standing in the name of a minor may be
voted and the corporation may treat all rights incident thereto as exercisable
by the minor, in person or by proxy, whether or not the corporation has notice,
actual or constructive, of the non-age unless a guardian of the minor's
property has been appointed and written notice of such appointment given to the
corporation.
(e) Shares standing in the name of another
corporation, domestic or foreign, may be voted by such officer, agent or
proxyholder as the bylaws of such other corporation may prescribe or, in the
absence of such provision, as the Board of Directors of such other corporation
may determine or, in the absence of such determination, by the chairman of
the board, president or any vice president of such other corporation, or by any
other person authorized to do so by the chairman of the board, president or any
vice president of such other corporation. Shares which are purported to be
voted or any proxy purported to be executed in the name of a corporation
(whether or not any title of the person signing is indicated) shall be presumed
to be voted or the proxy executed in accordance with the provisions of this
subdivision, unless the contrary is shown.
(f) Shares of the corporation owned by any of its
subsidiaries shall not be entitled to vote on any matter.
(g) Shares of the corporation held by the corporation
in a fiduciary capacity, and shares of the corporation held in a fiduciary
capacity by any of its subsidiaries, shall not be entitled to vote on any
matter, except to the extent that the settlor or beneficial owner possesses and
exercises a right to vote or to give the corporation binding instructions as to
how to vote such shares.
(h) If shares stand of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, husband and wife as community property, tenants by the
entirety, voting trustees, persons entitled to vote under a shareholder voting
agreement or otherwise, or if two or more persons (including proxyholders) have
the same fiduciary relationship respecting the same shares, unless the
secretary of the corporation is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating
the relationship wherein it is so provided, their acts with respect to voting
shall have the following effect:
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ARTICLE II
(i) If only one votes, such act binds all;
(ii) If more than one vote, the act of the majority so
voting binds all;
(iii) If more than one vote, but the vote is evenly
split on any particular matter, each faction may
vote the securities in question proportionately.
If the instrument so filed or the registration of the shares shows that any
such tenancy is held in unequal interests, a majority or even split for the
purpose of this section shall be a majority or even split in interest.
No shareholder of any class of stock of this corporation
shall be entitled to cumulate votes at any election of directors of this
corporation.
Elections for directors need not be by ballot; provided,
however, that all elections for directors must be by ballot upon demand made by
a shareholder at the meeting and before the voting begins.
In any election of directors, the candidates receiving the
highest number of votes of the shares entitled to be voted for them up to the
number of directors to be elected by such shares are elected.
SECTION 8. RECORD DATE.
The Board may fix, in advance, a record date for the
determination of the shareholders entitled to notice of any meeting or to vote
or entitled to receive payment of any dividend or other distribution, or any
allotment of rights, or to exercise rights in respect of 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 the meeting nor more than sixty days prior
to any other action. When a record date is so fixed, only shareholders of
record at the close of business on that date are entitled to notice of and to
vote at the meeting or to receive the dividend, distribution, or allotment of
rights, or to exercise the rights, as the case may be, notwithstanding any
transfer of shares on the books of the corporation after the record date,
except as otherwise provided by law or these Bylaws. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting unless the Board
fixes a new record date for the adjourned meeting. The Board shall fix a new
record date if the meeting is adjourned for more than forty-five days.
If no record date is fixed by the Board, the record date
for determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the business
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ARTICLE II
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. The record date for determining shareholders for any purpose
other than as set forth in this Section 8 or Section 10 of this Article shall
be at the close of business on the day on which the Board adopts the
resolution relating thereto, or the sixtieth day prior to the date of such
other action, whichever is later.
SECTION 9. CONSENT OF ABSENTEES.
The transactions of any meeting of shareholders, however
called and noticed, and wherever held, are 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 the 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.
Neither the business to be transacted at nor the purpose of any regular or
special meeting of shareholders need be specified in any written waiver of
notice, consent to the holding of the meeting or approval of the minutes
thereof, except as provided in Section 601 (f) of the California General
Corporation Law.
SECTION 10. ACTION WITHOUT MEETING.
Subject to Section 603 of the California General
Corporation Law, any action which, under any provision of the California
General Corporation Law, may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Unless a record
date for voting purposes be fixed as provided in Section 8 of this Article, the
record date for determining shareholders entitled to give consent pursuant to
this Section 10, when no prior action by the Board has been taken, shall be the
day on which the first written consent is given.
SECTION 11. PROXIES.
Every person entitled to vote shares has the right to do
so either in person or by one or more persons, not to exceed three, authorized
by a written proxy executed by such shareholder and filed with the Secretary.
Subject to the following sentence, any proxy duly executed continues in full
force and effect until revoked by the person executing it prior to the vote
pursuant thereto by a writing delivered to the corporation stating that the
proxy is revoked or by a
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ARTICLE III
subsequent proxy executed by the person executing the prior proxy and presented
to the meeting, or by attendance at the meeting and voting in person by the
person executing the proxy; provided, however, that a proxy is not revoked by
the death or incapacity of the maker unless, before the vote is counted,
written notice of such death or incapacity is received by this corporation. No
proxy shall be valid after the expiration of eleven months from the date of
its execution unless otherwise provided in the proxy.
SECTION 12. INSPECTORS OF ELECTION.
In advance of any meeting of shareholders, the Board may
appoint any persons other than nominees as inspectors of election to act at
such meeting and 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
shareholder's proxy shall, make such appointments at the meeting. The number
of inspectors shall be either one or three. If appointed at a meeting on the
request of one or more shareholders or proxies, the majority of shares present
shall determine whether one or three inspectors are to be appointed.
The duties of such inspectors shall be as prescribed by
Section 707 (b) of the California 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, and 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 doing such acts as may be proper to conduct the election or vote with
fairness to all shareholders. If there are three inspectors of election, the
decision, act or certificate of a majority is effective in all respects as the
decision, act or certificate of all. Any report or certificate made by cthe
inspectors of election is prima facie evidence of the facts stated therein.
ARTICLE III -- DIRECTORS
SECTION 1. POWERS.
Subject to limitations of the Articles, of these Bylaws
and of the California General Corporation Law relating to action required to be
approved by the shareholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate
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ARTICLE III
powers shall be exercised by or under the direction of the Board. The Board
may delegate the management of the day-to-day operation of the business of the
corporation 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. Without prejudice to such general powers, but subject
to the same limitations, it is hereby expressly declared that the Board shall
have the following powers in addition to the other powers enumerated in these
Bylaws:
(a) To select and remove all the other officers,
agents and employees of the corporation, prescribe the powers and duties for
them as may not be inconsistent with law, with the Articles or these Bylaws,
fix their compensation and require from them security for faithful service.
(b) To conduct, manage and control the affairs and
business of the corporation and to make such rules and regulations therefor not
inconsistent with law, or with the Articles or these Bylaws, as they may deem
best.
(c) To adopt, make and use a corporate seal, and to
prescribe the forms of certificates of stock, and to alter the form of such
seal and of such certificates from time to time as in their judgment they may
deem best.
(d) To authorize the issuance of shares of stock of
the corporation from time to time, upon such terms and for such consideration
as may be lawful.
(e) To borrow money and incur indebtedness for the
purposes of the corporation, and to cause to be executed and delivered
therefor, in the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations or other evidences of debt and
securities therefor.
SECTION 2. NUMBER OF DIRECTORS.
The authorized number of directors shall be not less than
fifteen nor more than twenty until changed by amendment of the Articles or by a
Bylaw duly adopted by the shareholders. The exact number of directors shall be
fixed, within the limits specified, by the Board by adoption of a resolution or
by the shareholders in the same manner provided in these Bylaws for the
amendment thereof.
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ARTICLE III
SECTION 3. ELECTION AND TERM OF OFFICE.
The directors shall be elected at each annual meeting of
the 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. Each director shall hold office until the
next annual meeting and until a successor has been elected and qualified.
SECTION 4. VACANCIES.
Any director may resign effective upon giving written
notice to the Chairman of the Board, the President, the Secretary or the Board,
unless the notice specifies a later time for the effectiveness of such
resignation. If the resignation is effective at a future time, a successor may
be elected to take office when the resignation becomes effective.
Vacancies in the Board, except those existing as a result
of a removal of a director, may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director, and each
director so elected shall hold office until the next annual meeting and until
such director's successor has been elected and qualified. Vacancies existing
as a result of a removal of a director may be filled by the shareholders as
provided by law.
A vacancy or vacancies in the Board shall be deemed to
exist in case of the death, resignation or removal of any director, or if the
authorized number of directors be increased, or if the shareholders fail, at
any annual or special meeting of shareholders at which any director or
directors are elected, to elect the full authorized number of directors to be
voted for at that meeting.
The Board 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.
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 other than to fill a vacancy created by removal
requires the consent of a majority of the outstanding shares entitled to vote.
If the Board accepts the resignation of a director tendered to take effect at a
future time, the Board or the shareholders shall have 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 the
director's term of office.
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ARTICLE III
SECTION 5. PLACE OF MEETING.
Regular or special meetings of the Board shall be held at
any place within or without the State of California which has been designated
from time to time by the Board or as provided in these Bylaws. In the absence
of such designation, regular meetings shall be held at the principal office of
the corporation.
SECTION 6. REGULAR MEETINGS.
Promptly following each annual meeting of shareholders the
Board shall hold a regular meeting for the purpose of organization, election of
officers and the transaction of other business.
Regular meetings of the Board shall be held at the
principal office of the corporation without notice on the third Thursday of
each month, except the months of August and December, at the hour of 9:30 a.m.
or as soon thereafter as the regularly scheduled meeting of the Board of
Directors of SCEcorp is adjourned. Call and notice of all regular meetings of
the Board are not required.
SECTION 7. SPECIAL MEETINGS.
Special meetings of the Board 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.
Special meetings of the Board shall be held upon four
days' written notice or forty-eight hours' notice given personally or by
telephone, telegraph, telex, facsimile, electronic mail or other similar means
of communication. Any such notice shall be addressed or delivered to each
director at such director's address as it is shown upon the records of the
corporation or as may have been given to the corporation by the director for
purposes of notice or, if such address is not shown on such records or is not
readily ascertainable, at the place in which the meetings of the directors are
regularly held. The notice need not specify the purpose of such special
meeting.
Notice by mail shall be deemed to have been given at the
time a written notice is deposited in the United States mail, postage prepaid.
Any other written notice shall be deemed to have been given at the time it is
personally delivered to the recipient or is delivered to a common carrier for
transmission, or actually
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ARTICLE III
transmitted by the person giving the notice by electronic means to the
recipient. Oral notice shall be deemed to have been given at the time it is
communicated, in person or by telephone, radio or other similar means to the
recipient or to a person at the office of the recipient who the person giving
the notice has reason to believe will promptly communicate it to the recipient.
SECTION 8. QUORUM.
One-third of the maximum number of authorized directors
constitutes a quorum of the Board for the transaction of business, except to
adjourn as provided in Section II of this Article. As defined in Article III,
Section 2, the maximum number of authorized directors is eighteen. 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, unless a greater number is required by law or by the Articles; provided,
however, that a meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for such
meeting.
SECTION 9. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the Board may participate in a meeting through
use of conference telephone or similar communications equipment, so long as all
members participating in such meeting can hear one another. Such participation
constitutes presence in person at such meeting.
SECTION 10. WAIVER OF NOTICE.
The transactions of any meeting of the Board, however
called and noticed or wherever held, are as valid as though had at a meeting
duly held after regular call and notice if a quorum is present and if, either
before or after the meeting, each of the directors not present signs a written
waiver of notice, a consent to holding 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 11. ADJOURNMENT.
A majority of the directors present, whether or not a
quorum is present, may adjourn any directors' meeting to another time and
place. Notice of the time and place of holding an adjourned meeting need not
be given to absent directors if the time and place is fixed at the meeting
adjourned. If the meeting is adjourned for more than twenty-four 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 the
adjournment.
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ARTICLE III
SECTION 12. 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 the Board.
SECTION 13. ACTION WITHOUT MEETING.
Any action required or permitted to be taken by the Board
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 have the same force and effect as a unanimous vote of the Board
and shall be filed with the minutes of the proceedings of the Board.
SECTION 14. RIGHTS OF INSPECTION.
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 the corporation and also of its
subsidiary corporations, domestic or foreign. Such inspection by a director
may be made in person or by agent or attorney and includes the right to copy
and make extracts.
SECTION 15. COMMITTEES.
The Board may appoint one or more committees, each
consisting of two or more directors, to serve at the pleasure of the Board.
The Board may delegate to such committees any or all of the authority of the
Board except with respect to:
(a) The approval of any action for which the
California General Corporation Law also requires shareholders' approval or
approval of the outstanding shares;
(b) The filling of vacancies on the Board or in any
committee;
(c) The fixing of compensation of the directors for serving on the Board
or on any committee;
(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;
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ARTICLE IV
(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; or
(g) The appointment of other committees of the Board
or the members thereof.
Any such committee, or any member or alternate member
thereof, must be appointed by resolution adopted by a majority of the exact
number of authorized directors as specified in Section 2 of this Article. The
Board shall have the power to prescribe the manner and timing of giving of
notice of regular or special meetings of any committee and the manner in which
proceedings of any committee shall be conducted. In the absence of any such
prescription, such committee shall have the power to prescribe the manner in
which its proceedings shall be conducted. Unless the Board or such committee
shall otherwise provide, the regular and special meetings and other actions of
any such committee shall be governed by the provisions of this Article
applicable to meetings and actions of the Board. Minutes shall be kept of each
meeting of each committee.
ARTICLE IV -- OFFICERS
SECTION 1. OFFICERS.
The officers of the corporation shall be a Chairman of the
Board, a President, a Chief Financial Officer, one or more Vice Presidents, a
General Counsel, one or more Associate General Counsel, one or more Assistant
General Counsel, a Controller, one or more Assistant Controllers, a Treasurer,
one or more Assistant Treasurers, a Secretary and one or more Assistant
Secretaries, and such other officers as may be elected or appointed in
accordance with Section 5 of this Article. The Board, the Chairman of the
Board or the President may confer a special title upon any Vice President not
specified herein. Any number of offices of the corporation may be held by the
same person.
SECTION 2. ELECTION.
The officers of the corporation, except such officers as
may be elected or appointed in accordance with the provisions of Section 5 or
Section 6 of this Article, shall be chosen annually by, and shall serve at the
pleasure of the Board, and shall hold their respective offices until their
resignation, removal, or other disqualification from service, or until their
respective successors shall be elected.
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ARTICLE IV
SECTION 3. ELIGIBILITY OF CHAIRMAN OR PRESIDENT.
No person shall be eligible for the office of Chairman of
the Board or President unless such person is a member of the Board of the
corporation; any other officer may or may not be a director.
SECTION 4. REMOVAL AND RESIGNATION.
Any officer may be removed, either with or without cause,
by the Board at any time or by any officer upon whom such power or removal may
be conferred by the Board. Any such removal shall be without prejudice to the
rights, if any, of the officer under any contract of employment of the officer.
Any officer may resign at any time by giving written
notice to the corporation, but without prejudice to the rights, if any, of the
corporation under any contract to which the 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. APPOINTMENT OF OTHER OFFICERS.
The Board 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 Board may from time to time determine.
SECTION 6. VACANCIES.
A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled at any time deemed
appropriate by the Board in the manner prescribed in these Bylaws for regular
election or appointment to such office.
SECTION 7. SALARIES.
The salaries of the Chairman of the Board, President,
Chief Financial Officer, Vice Presidents, General Counsel, Controller,
Treasurer and Secretary of the corporation shall be fixed by the Board.
Salaries of all other officers shall be as approved from time to time by the
chief executive officer.
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ARTICLE IV
SECTION 8. FURNISH SECURITY FOR FAITHFULNESS.
Any officer or employee shall, if required by the
Board, furnish to the corporation security for faithfulness to the extent and
of the character that may be required.
SECTION 9. CHAIRMAN'S DUTIES; SUCCESSION TO SUCH DUTIES IN CHAIRMAN'S
ABSENCE OR DISABILITY.
The Chairman of the Board shall be the chief executive
officer of the corporation and shall preside at all meetings of the
shareholders and of the Board. Subject to the Board, the Chairman of the Board
shall have charge of the business of the corporation, including the
construction of its plants and properties and the operation thereof. The
Chairman of the Board shall keep the Board fully informed, and shall freely
consult them concerning the business of the corporation.
In the absence or disability of the Chairman of the Board,
the President shall act as the chief executive officer of the corporation; in
the absence or disability of the Chairman of the Board and the President, the
next in order of election by the Board of the Vice Presidents shall act as
chief executive officer of the corporation.
In the absence or disability of the Chairman of the Board,
the President shall act as Chairman of the Board at meetings of the Board; in
the absence or disability of the Chairman of the Board and the President, the
next, in order of election by the Board, of the Vice Presidents who is a
member of the Board shall act as Chairman of the Board at any such meeting of
the Board; in the absence or disability of the Chairman of the Board, the
President, and such Vice Presidents who are members of the Board, the Board
shall designate a temporary Chairman to preside at any such meeting of the
Board.
SECTION 10. PRESIDENT'S DUTIES.
The President shall perform such other duties as the
Chairman of the Board shall delegate or assign to such officer.
SECTION 11. CHIEF FINANCIAL OFFICER.
The Chief Financial Officer of the corporation shall be
the chief consulting officer in all matters of financial import and shall have
control over all financial matters concerning the corporation.
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ARTICLE IV
SECTION 12. VICE PRESIDENTS' DUTIES.
The Vice Presidents shall perform such other duties as the chief executive
officer shall designate.
SECTION 13. GENERAL COUNSEL'S DUTIES.
The General Counsel shall be the chief consulting officer
of the corporation in all legal matters and, subject to the chief executive
officer, shall have control over all matters of legal import concerning the
corporation.
SECTION 14. ASSOCIATE GENERAL COUNSEL'S AND ASSISTANT GENERAL
COUNSEL'S DUTIES.
The Associate General Counsel shall perform such of the
duties of the General Counsel as the General Counsel shall designate, and in
the absence or disability of the General Counsel, the Associate General
Counsel, in order of election to that office by the Board at its latest
organizational meeting, shall perform the duties of the General Counsel. The
Assistant General Counsel shall perform such duties as the General Counsel
shall designate.
SECTION 15. CONTROLLER'S DUTIES.
The Controller shall be the chief accounting officer of
the Corporation and, subject to the Chief Financial Officer, shall have control
over all accounting matters concerning the Corporation and shall perform such
other duties as the Chief Executive Officer shall designate.
SECTION 16. ASSISTANT CONTROLLERS' DUTIES.
The Assistant Controllers shall perform such of the duties
of the Controller as the Controller shall designate, and in the absence or
disability of the Controller, the Assistant Controllers, in order of election
to that office by the Board at its latest organizational meeting, shall
perform the duties of the Controller.
SECTION 17. TREASURER'S DUTIES.
It shall be the duty of the Treasurer to keep in custody
or control all money, stocks, bonds, evidences of debt, securities and other
items of value that may belong to, or be in the possession or control of, the
corporation, and to dispose of the same in such manner as the Board or the
chief executive officer may direct, and to perform all acts incident to the
position of Treasurer.
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ARTICLE IV
SECTION 18. ASSISTANT TREASURERS' DUTIES.
The Assistant Treasurers shall perform such of the duties
of the Treasurer as the Treasurer shall designate, and in the absence or
disability of the Treasurer, the Assistant Treasurers, in order of election to
that office by the Board at its latest organizational meeting, shall perform
the duties of the Treasurer, unless action is taken by the Board as
contemplated in Article IV, Section 22.
SECTION 19. SECRETARY'S DUTIES.
The Secretary shall keep or cause to be kept full and
complete records of the proceedings of shareholders, the Board and its
committees at all meetings, and shall affix the corporate seal and attest by
signing copies of any part thereof when required.
The Secretary shall keep, or cause to be kept, a copy of
the Bylaws of the corporation at the principal office in accordance with
Section 213 of the California General Corporation Law.
The Secretary shall be the custodian of the corporate seal
and shall affix it to such instruments as may be required.
The Secretary shall keep on hand a supply of blank stock certificates of such
forms as the Board may adopt.
The Secretary shall serve or cause to be served by
publication or otherwise, as may be required, all notices of meetings and of
other corporate acts that may by law or otherwise be required to be served, and
shall make or cause to be made and filed in the principal office of the
corporation, the necessary certificate or proofs thereof.
An affidavit of mailing of any notice of a shareholders'
meeting or of any report, in accordance with the provisions of Section 601 (b)
of the California General Corporation Law, executed by the Secretary shall be
prima facie evidence of the fact that such notice or report had been duly
given.
The Secretary may, with the Chairman of the Board, the
President, or a Vice President, sign certificates of ownership of stock in the
corporation, and shall cause all certificates so signed to be delivered to
those entitled thereto.
The Secretary shall keep all records required by the California General
Corporation Law.
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ARTICLE IV
The Secretary shall generally perform the duties usual to the office of
secretary of corporations, and such other duties as the chief executive officer
shall designate.
SECTION 20. ASSISTANT SECRETARIES' DUTIES.
Assistant Secretaries shall perform such of the duties of the Secretary
as the Secretary shall designate, and in the absence or disability of the
Secretary, the Assistant Secretaries, in the order of election to that office
by the Board at its latest organizational meeting, shall perform the duties of
the Secretary, unless action is taken by the Board as contemplated in
Article IV, Sections 21 and 22 of these Bylaws.
SECTION 21. SECRETARY PRO TEMPORE.
At any meeting of the Board or of the shareholders from which the
Secretary is absent, a Secretary pro tempore may be appointed and act.
SECTION 22. ELECTION OF ACTING TREASURER OR ACTING SECRETARY.
The Board may elect an Acting Treasurer, who shall perform all the
duties of the Treasurer during the absence or disability of the Treasurer, and
who shall hold office only for such a term as shall be determined by the Board.
The Board may elect an Acting Secretary, who shall perform all the
duties of the Secretary during the absence or disability of the Secretary, and
who shall hold office only for such a term as shall be determined by the Board.
Whenever the Board shall elect either an Acting Treasurer or Acting
Secretary, or both, the officers of the corporation as set forth in Article IV,
Section 1 of these Bylaws, shall include as if therein specifically set out, an
Acting Treasurer or an Acting Secretary, or both.
SECTION 23. PERFORMANCE OF DUTIES.
Officers shall perform the duties of their respective offices as stated
in these Bylaws, and such additional duties as the Board shall designate.
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ARTICLE V
ARTICLE V -- OTHER PROVISIONS
SECTION 1. INSPECTION OF CORPORATE RECORDS.
(a) 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 14B with the United States Securities and Exchange Commission
relating to the election of directors of the corporation shall have an absolute
right to do either or both of the following:
(i) Inspect and copy the record of
shareholders' names and addresses and shareholdings during usual business hours
upon five business days' prior written demand upon the corporation; or
(ii) Obtain from the transfer agent, if any,
for the corporation, upon five business days' prior written demand and upon the
tender of its usual charges for such a list (the amount of which charges shall
be stated to the shareholder by the transfer agent upon request), a list of the
shareholders' names and addresses who are entitled to vote for the election of
directors and their shareholdings, as of the most recent record date for which
it has been compiled or as of a date specified by the shareholder subsequent to
the date of demand.
(b) The record of shareholders shall also be open to
inspection and copying by any shareholder or holder of a voting trust
certificate at any time during usual business hours upon written demand on the
corporation, for a purpose reasonably related to such holder's interest as a
shareholder or holder of a voting trust certificate.
(c) The accounting books and records and minutes of
proceedings of the shareholders and the Board and committees of the Board shall
be open to inspection upon written demand on the corporation of any shareholder
or holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interests as
a shareholder or as a holder of such voting trust certificate.
(d) Any such inspection and copying under this
Article may be made in person or by agent or attorney.
SECTION 2. INSPECTION OF BYLAWS.
The corporation shall keep in its principle office the
original or a copy of these Bylaws as amended to date, which shall be open to
inspection by shareholders at all reasonable times during office hours.
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ARTICLE V
SECTION 3. CONTRACTS AND OTHER INSTRUMENTS, LOANS, NOTES AND DEPOSITS
OF FUNDS.
The Chairman of the Board, the President, or a Vice
President, either alone or with the Secretary or an Assistant Secretary, or
the Secretary alone, shall execute in the name of the corporation such written
instruments as may be authorized by the Board and, without special direction of
the Board, such instruments as transactions of the ordinary business of the
corporation may require and, such officers without the special direction of the
Board may authenticate, attest or countersign any such instruments when deemed
appropriate. The Board may authorize any person, persons, entity, entities,
attorney, attorneys, attorney-in-fact, attorneys-in-fact, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be general or confined
to specific instances.
No loans shall be contracted on behalf of the corporation
and no evidences of such indebtedness shall be issued in its name unless
authorized by the Board as it may direct. Such authority may be general or
confined to specific instances.
All checks, drafts, or other similar orders for the
payment of money, notes, or other such evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as the Board or chief executive
officer may direct.
Unless authorized by the Board or these Bylaws, no
officer, agent, employee or any other person or persons shall have any power or
authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or amount.
All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositories as the Board may direct.
SECTION 4. CERTIFICATES OF STOCK.
Every holder of shares of the corporation shall be
entitled to have a certificate signed in the name of the corporation by the
Chairman of the Board, the President, or a Vice President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary,
certifying the number of shares and the class or series of shares owned by the
shareholder. Any or all of the signatures on the certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed
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ARTICLE V
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer, transfer
agent or registrar at the date of issue.
Certificates for shares may be used prior to full payment
under such restrictions and for such purposes as the Board may provide;
provided, however, that on any certificate issued to represent any partly paid
shares, the total amount of the consideration to be paid therefor and the
amount paid thereon shall be stated.
Except as provided in this Section, no new certificate for
shares shall be issued in lieu of an old one unless the latter is surrendered
and canceled at the same time. The Board may, however, if any certificate for
shares is alleged to have been lost, stolen or destroyed, authorize the
issuance of a new certificate in lieu thereof, and the corporation may require
that the corporation be given a bond or other adequate security sufficient to
indemnify it against any claim that may be made against it (including expense
or liability) on account of the alleged loss, theft or destruction of such
certificate or the issuance of such new certificate.
SECTION 5. TRANSFER AGENT, TRANSFER CLERK AND REGISTRAR.
The Board may, from time to time, appoint transfer agents,
transfer clerks, and stock registrars to transfer and register the certificates
of the capital stock of the corporation, and may provide that no certificate of
capital stock shall be valid without the signature of the stock transfer agent
or transfer clerk, and stock registrar.
SECTION 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The chief executive officer or any other officer or
officers authorized by the Board or the chief executive officer are each
authorized to vote, represent and exercise on behalf of the corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of the corporation. The authority herein granted may be
exercised either by any such officer in person or by any other person
authorized so to do by proxy or power of attorney duly executed by said
officer.
SECTION 7. STOCK PURCHASE PLANS.
The corporation may adopt and carry out a stock purchase
plan or agreement or stock option plan or agreement providing for the issue and
sale for
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ARTICLE VI
such consideration as may be fixed of its unissued shares, or of issued shares
acquired, to one or more of the employees or directors of the corporation or of
a subsidiary or to a trustee on their behalf and for the payment for such
shares in installments or at one time, and may provide for such shares in
installments or at one time, and may provide for aiding any such persons in
paying for such shares by compensation for services rendered, promissory notes
or otherwise.
Any such stock purchase plan or agreement or stock option
plan or agreement may include, among other features, the fixing of eligibility
for participation therein, the class and price of shares to be issued or sold
under the plan or agreement, the number of shares which may be subscribed for,
the method of payment therefor, the reservation of title until full payment
therefor, the effect of the termination of employment and option or obligation
on the part of the corporation to repurchase the shares upon termination of
employment, restrictions upon transfer of the shares, the time limits of and
termination of the plan, and any other matters, not in violation of applicable
law, as may be included in the plan as approved or authorized by the Board or
any committee of the Board.
SECTION 8. FISCAL YEAR AND SUBDIVISIONS.
The calendar year shall be the corporate fiscal year of
the corporation. For the purpose of paying dividends, for making reports and
for the convenient transaction of the business of the corporation, the Board
may divide the fiscal year into appropriate subdivisions.
SECTION 9. CONSTRUCTION AND DEFINITIONS.
Unless the context otherwise requires, the general
provisions, rules of construction and definitions contained in the General
Provisions of the California Corporations Code and in the California General
Corporation Law shall govern the construction of these Bylaws.
ARTICLE VI -- INDEMNIFICATION
SECTION 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Each person who was or is a party or is threatened to be
made a party to or is involved in any threatened, pending or completed action,
suit or proceeding, formal or informal, whether brought in the name of the
corporation or otherwise and whether of a civil, criminal, administrative or
investigative nature (hereinafter a "proceeding"), by reason of the fact that
he or she, or a person of whom he or
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she is the legal representative, is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is an
alleged action or inaction in an official capacity or in any other capacity
while serving as a director or officer, shall, subject to the terms of any
agreement between the corporation and such person, be indemnified and held
harmless by the corporation to the fullest extent permissible under California
law and the corporation's Articles of Incorporation, against all costs,
charges, expenses, liabilities and losses (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in
connection therewith, and such indemnification shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that (A) the
corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of the
corporation; (B) the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) other than a
proceeding by or in the name of the corporation to procure a judgment in its
favor only if any settlement of such a proceeding is approved in writing by the
corporation; (C) that no such person shall be indemnified (i) except to the
extent that the aggregate of losses to be indemnified exceeds the amount of
such losses for which the director or officer is paid pursuant to any
directors' and officers' liability insurance policy maintained by the
corporation; (ii) on account of any suit in which judgment is rendered against
such person for an accounting of profits made from the purchase or sale by such
person of securities of the corporation pursuant to the provisions of Section
16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar
provisions of any federal, state or local statutory law; (iii) if a court of
competent jurisdiction finally determines that any indemnification hereunder is
unlawful; and (iv) as to circumstances in which indemnity is expressly
prohibited by Section 317 of the General Corporation Law of California (the
"Law"); and (D) that no such person shall be indemnified with regard to any
action brought by or in the right of the corporation for breach of duty to the
corporation and its shareholders (a) for acts or omissions involving
intentional misconduct or knowing and culpable violation of law; (b) for acts
or omissions that the director or officer believes to be contrary to the best
interests of the corporation or its shareholders or that involve the absence of
good faith on the part of the director or officer; (c) for any transaction from
which the director or officer derived an improper personal benefit; (d) for
acts or omissions that show a reckless disregard for the director's or
officer's duty to the corporation or its shareholders in circumstances in which
the director
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or officer was aware, or should have been aware, in the ordinary course of
performing his or her duties, of a risk of serious injury to the corporation or
its shareholders; (e) for acts or omissions that constitute an unexcused
pattern of inattention that amounts to an abdication of the director's or
officer's duties to the corporation or its shareholders; and (f) for costs,
charges, expenses, liabilities and losses arising under Section 310 or 316 of
the Law. The right to indemnification conferred in this Article shall include
the right to be paid by the corporation expenses incurred in defending any
proceeding in advance of its final disposition; provided, however, that if the
Law permits the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, such advances shall be made only upon
delivery to the corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts to the corporation if it shall be ultimately
determined that such person is not entitled to be indemnified.
SECTION 2. INDEMNIFICATION OF EMPLOYEES AND AGENTS.
A person who was or is a party or is threatened to be made
a party to or is involved in any proceeding by reason of the fact that he or
she is or was an employee or agent of the corporation or is or was serving at
the request of the corporation as an employee or agent of another enterprise,
including service with respect to employee benefit plans, whether the basis of
such action is an alleged action or inaction in an official capacity or in any
other capacity while serving as an employee or agent, may, subject to the terms
of any agreement between the corporation and such person, be indemnified and
held harmless by the corporation to the fullest extent permitted by California
law and the corporation's Articles of Incorporation, against all costs,
charges, expenses, liabilities and losses, (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in
connection therewith.
SECTION 3. RIGHT OF DIRECTORS AND OFFICERS TO BRING SUIT.
If a claim under Section 1 of this Article is not paid in
full by the corporation within 30 days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall also be entitled to be paid the expense of
prosecuting such claim. Neither the failure of the corporation (including its
Board, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
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the claimant is permissible in the circumstances because he or she has met the
applicable standard of conduct, if any, nor an actual determination by the
corporation (including its Board, independent legal counsel, or its
shareholders) that the claimant has not met the applicable standard of conduct,
shall be a defense to the action or create a presumption for the purpose of an
action that the claimant has not met the applicable standard of conduct.
SECTION 4. SUCCESSFUL DEFENSE.
Notwithstanding any other provision of this Article, to
the extent that a director or officer has been successful on the merits or
otherwise (including the dismissal of an action without prejudice or the
settlement of a proceeding or action without admission of liability) in defense
of any proceeding referred to in Section 1 or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred in connection therewith.
SECTION 5. NON-EXCLUSIVITY OF RIGHTS.
The right to indemnification provided by this Article
shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, bylaw, agreement, vote of shareholders or
disinterested directors or otherwise.
SECTION 6. INSURANCE.
The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the Law.
SECTION 7. EXPENSES AS A WITNESS.
To the extent that any director, officer, employee or
agent of the corporation is by reason of such position, or a position with
another entity at the request of the corporation, a witness in any action, suit
or proceeding, he or she shall be indemnified against all costs and expenses
actually and reasonably incurred by him or her on his or her behalf in
connection therewith.
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SECTION 8. INDEMNITY AGREEMENTS.
The corporation may enter into agreements with any
director, officer, employee or agent of the corporation providing for
indemnification to the fullest extent permissible under the Law and the
corporation's Articles of Incorporation.
SECTION 9. SEPARABILITY.
Each and every paragraph, sentence, term and provision of
this Article is separate and distinct so that if any paragraph, sentence, term
or provision hereof shall be held to be invalid or unenforceable for any
reason, such invalidity or unenforceability shall not affect the validity or
enforceability of any other paragraph, sentence, term or provision hereof. To
the extent required, any paragraph, sentence, term or provision of this Article
may be modified by a court of competent jurisdiction to preserve its validity
and to provide the claimant with, subject to the limitations set forth in this
Article and any agreement between the corporation and claimant, the broadest
possible indemnification permitted under applicable law.
SECTION 10. EFFECT OF REPEAL OR MODIFICATION.
Any repeal or modification of this Article shall not
adversely affect any right of indemnification of a director or officer existing
at the time of such repeal or modification with respect to any action or
omission occurring prior to such repeal or modification.
ARTICLE VII -- EMERGENCY PROVISIONS
SECTION 1. GENERAL.
The provisions of this Article shall be operative only during a national
emergency declared by the President of the United States or the person
performing the President's functions, or in the event of a nuclear, atomic or
other attack on the United States or a disaster making it impossible or
impracticable for the corporation to conduct its business without recourse to
the provisions of this Article. Said provisions in such event shall override
all other Bylaws of the corporation in conflict with any provisions of this
Article, and shall remain operative so long as it remains impossible or
impracticable to continue the business of the corporation otherwise, but
thereafter shall be inoperative; provided that all actions taken in good faith
pursuant to such provisions shall thereafter remain in full force and effect
unless and until revoked by action taken pursuant to the provisions of the
Bylaws other than those contained in this Article.
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SECTION 2. UNAVAILABLE DIRECTORS.
All directors of the corporation who are not available to
perform their duties as directors by reason of physical or mental incapacity or
for any other reason or who are unwilling to perform their duties or whose
whereabouts are unknown shall automatically cease to be directors, with like
effect as if such persons had resigned as directors, so long as such
unavailability continues.
SECTION 3. AUTHORIZED NUMBER OF DIRECTORS.
The authorized number of directors shall be the number of
directors remaining after eliminating those who have ceased to be directors
pursuant to Section 2, or the minimum number required by law, whichever number
is greater.
SECTION 4. QUORUM.
The number of directors necessary to constitute a quorum
shall be one-third of the authorized number of directors as specified in the
foregoing Section, or such other minimum number as, pursuant to the law or
lawful decree then in force, it is possible for the Bylaws of a corporation to
specify.
SECTION 5. CREATION OF EMERGENCY COMMITTEE.
In the event the number of directors remaining after
eliminating those who have ceased to be directors pursuant to Section 2 is less
than the minimum number of authorized directors required by law, then until the
appointment of additional directors to make up such required minimum, all the
powers and authorities which the Board could by law delegate, including all
powers and authorities which the Board could delegate to a committee, shall be
automatically vested in an emergency committee, and the emergency committee
shall thereafter manage the affairs of the corporation pursuant to such powers
and authorities and shall have all other powers and authorities as may by law
or lawful decree be conferred on any person or body of persons during a period
of emergency.
SECTION 6. CONSTITUTION OF EMERGENCY COMMITTEE.
The emergency committee shall consist of all the directors
remaining after eliminating those who have ceased to be directors pursuant to
Section 2, provided that such remaining directors are not less than three in
number. In the event such remaining directors are less than three in number
the emergency committee shall consist of three persons, who shall be the
remaining director or directors and either one or two officers or employees of
the corporation, as the remaining director or directors may in writing
designate. If there is no remaining
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director, the emergency committee shall consist of the three most senior
officers of the corporation who are available to serve, and if and to the
extent that officers are not available, the most senior employees of the
corporation. Seniority shall be determined in accordance with any designation
of seniority in the minutes of the proceedings of the Board, and in the absence
of such designation, shall be determined by rate of remuneration. In the event
that there are no remaining directors and no officers or employees of the
corporation available, the emergency committee shall consist of three persons
designated in writing by the shareholder owning the largest number of shares
of record as of the date of the last record date.
SECTION 7. POWERS OF EMERGENCY COMMITTEE.
The emergency committee, once appointed, shall govern its
own procedures and shall have power to increase the number of members thereof
beyond the original number, and in the event of a vacancy or vacancies therein,
arising at any time, the remaining member or members of the emergency committee
shall have the power to fill such vacancy or vacancies. In the event at any
time after its appointment all members of the emergency committee shall die or
resign or become unavailable to act for any reason whatsoever, a new emergency
committee shall be appointed in accordance with the foregoing provisions of
this Article.
SECTION 8. DIRECTORS BECOMING AVAILABLE.
Any person who has ceased to be a director pursuant to the
provisions of Section 2 and who thereafter becomes available to serve as a
director shall automatically become a member of the emergency committee.
SECTION 9. ELECTION OF BOARD OF DIRECTORS.
The emergency committee shall, as soon after its
appointment as is practicable, take all requisite action to secure the election
of a board of directors, and upon such election all the powers and authorities
of the emergency committee shall cease.
SECTION 10. TERMINATION OF EMERGENCY COMMITTEE.
In the event, after the appointment of an emergency
committee, a sufficient number of persons who ceased to be directors pursuant
to Section 2 become available to serve as directors, so that if they had not
ceased to be directors as aforesaid, there would be enough directors to
constitute the
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minimum number of directors required by law, then all such persons shall
automatically be deemed to be reappointed as directors and the powers and
authorities of the emergency committee shall be at an end.
ARTICLE VIII -- AMENDMENTS
SECTION 1. AMENDMENTS.
These Bylaws may be amended or repealed either by approval
of the outstanding shares or by the approval of the Board; provided, however,
that a Bylaw specifying or changing a fixed number of directors or the maximum
or minimum number or changing from a fixed to a variable Board or vice versa
may only be adopted by approval of the outstanding shares. The exact number of
directors within the maximum and minimum number specified in these Bylaws may
be amended by the Board alone.
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