(Exhibit 3.2)
PACIFIC STATE BANCORP
BYLAWS
(As Adopted March 12, 2002)
ARTICLE I
Offices
Section 1. Principal Office. The principal executive office in the State
of California for the transaction of the business of the corporation (called the
principal office) shall be 1889 W. March Lane, Stockton, California, in the
County of San Joaquin. The Board of Directors shall have the authority from time
to time to change the principal office from one location to another within the
State by amending this Section 1 of the Bylaws.
Section 2. Other Offices. Other subordinate offices may at any time be
fixed and located by the Board of Directors at such place or places within the
State of California as it deems appropriate.
ARTICLE II
Meetings of Shareholders
Section 3. Place of Meetings. Meetings of the shareholders shall be held
at any place within the State of California that may be designated either by the
Board of Directors in accordance with these Bylaws, or by the written consent of
all persons entitled to vote at the meeting, given either before or after the
meeting and filed with the Secretary of the corporation. If no such designation
is made, the meetings shall be held at the principal office of the corporation.
Section 4. Annual Meetings. The annual meeting of the shareholders shall
be held on the second Thursday of May in each year, if not a legal holiday, and
if a legal holiday, then on the next succeeding business day, at the hour of
4:30 P.M., at which time the shareholders shall elect a Board of Directors,
consider reports of the affairs of the corporation, and transact such other
business as may properly be brought before the meeting.
If the annual meeting of shareholders shall not be held on the date above
specified, the Board of Directors shall cause such a meeting to be held as soon
thereafter as convenient and any business transacted or election held at such
meeting shall be as valid as if transacted or held at an annual meeting on the
date above specified.
Notice of proposals which shareholders intend to present at any annual
meeting of shareholders and wish to be included in the proxy statement of
management of the corporation distributed in connection with such annual meeting
must be received at the corporation not less that 120 days prior to the date on
which, during the previous year, management's proxy statement for the previous
year's annual meeting was first distributed to shareholders. Any such proposal,
and the proponent shareholder, must comply with the eligibility requirements set
forth in Rule 14a-8 of the Securities and Exchange Commission.
Section 5. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes whatsoever, may be called at any time by the Board of
Directors, Chairman of the Board of Directors, the President, or by holders of
shares entitled to cast not less than 10 percent (10%) of the votes at the
meeting.
Section 6. Notice of Shareholders' Meetings. Whenever shareholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given not less than 10 (or, if sent by third class mail, 30)
nor more than 60 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 (1) in the case of a special meeting, the general nature of the
business to be transacted, and no other business may be transacted, or (2) in
the case of the annual meeting, those matters which the Board of Directors, at
the time of the mailing of the notice, intends to present for action by the
shareholders, but subject to the provisions of Section 601(f) of the California
Corporations Code, any proper matter may be presented at the meeting for such
action. 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.
Notice of a shareholders' meeting shall be given either personally or by
first-class mail (or, if the corporation has outstanding shares held of record
by 500 or more persons (determined as provided in Section 605 of the California
Corporations Code) on the record date for the shareholders' meeting, notice may
be sent third-class mail as provided in Sections 601(a) and 601(b) of the
California Corporations Code) or other means of written communication, addressed
to the shareholder at the address of such shareholder appearing on the books of
the corporation or given by the shareholder to the corporation for the purpose
of notice; or if no such address appears or is given, at the place where the
principal office of the corporation is located. The 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.
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 office of the corporation for
a period of one year from the date of the giving of the notice to all other
shareholders.
Upon request in writing to the Chairman of the Board of Directors,
President, Vice President or Secretary by any person 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 35 nor
more than 60 days after the receipt of the request.
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Section 7. Quorum. The presence at any meeting, in person or by proxy, of
the persons entitled to vote a majority of the voting shares of the corporation
shall constitute a quorum for the transaction of business. Shareholders present
at a valid meeting at which a quorum is initially present may continue to do
business until adjournment notwithstanding the withdrawal of enough shareholders
to leave less than a quorum, if any action taken (other than adjournment) is
approved by persons voting more than 25 percent of the voting shares.
Section 8. Adjourned Meeting. Any annual or special shareholders' meeting
may be adjourned from time to time, ever though a quorum is not present, by vote
of the holders of a majority of the voting shares present at the meeting either
in person or by proxy, provided that in the absence of a quorum, no other
business may be transacted at the meeting except as provided in Section 7 of
these Bylaws.
Notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting. If the adjournment is for more than 45 days
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting.
Section 9. Waiver or Consent by Shareholders. 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 and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at 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 Section 6 of these Bylaws or Section 601(f)
of the California Corporations Code to be included in the notice but not so
included, if such objection is expressly made at 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 Corporations Code.
Section 10. Action Without Meeting. Any action which may be taken at any
annual or special meeting of shareholders may be taken without a meeting and
without prior notice, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, except that unanimous written consent shall be required for election
of directors to non-vacant positions.
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Unless the consents of all shareholders entitled to vote have been
solicited or received in writing, notice shall be given to non-consenting
shareholders to the extent required by Section 603 (b) of the California
Corporations Code.
Any shareholder giving written consent, or the shareholder's proxyholders,
or a transferee of the shares or a personal representative of the shareholder or
their respective proxyholders, may revoke the consent by a writing received by
the corporation prior to the time that written consents of the number of shares
required to authorize the proposed action have been filed with the Secretary of
the corporation, but may not do so thereafter. Such revocation is effective upon
its receipt by the Secretary of the corporation.
Section 11. Voting Rights; Cumulative Voting. Only persons in whose names
shares entitled to vote stand on the stock records of the corporation at the
close of business on the record date fixed by the Board of Directors as provided
in Section 42 of these Bylaws for the determination of shareholders of record
shall be entitled to notice of and to vote at such meeting of shareholders. If
no record date is fixed, the record date for determining shareholders entitled
to notice of or to vote at the meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which 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 entitled to give consent to
corporate action in writing without a meeting, when no prior action by the Board
has been taken, shall be the day on which the first written consent is given;
and the record date for determining shareholders for any other purpose shall be
at the close of business or the day on which the Board adopts the resolution
relating thereto, or the 60th day prior to the date of such other action,
whichever is later.
Except as provided in the next following sentence and except as may be
otherwise provided in the Articles of Incorporation, each shareholder entitled
to vote shall be entitled to one vote for each share held on each matter
submitted to a vote of shareholders. In the election of directors, each such
shareholder complying with the following paragraph may cumulate such
shareholder's 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 the
shareholder's shares are normally entitled, or distribute the shareholder's
votes on the same principle among as many candidates as the shareholder thinks
fit.
No shareholder shall be entitled to cumulate votes in favor of any
candidate or candidates unless such candidate's or candidates' names have been
placed in nomination prior to the voting and the shareholder has given notice at
the meeting prior to the voting of the shareholder's intention to cumulate the
shareholder's votes. If any one shareholder has given such notice, such fact
shall be announced to all shareholders and proxies present, who may then
cumulate their votes for candidates in nomination.
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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.
Voting may be by voice or ballot, provided that any election of directors
must be by ballot upon the demand of any shareholder made at the meeting and
before the voting begins.
Section 12. Proxies. Every person entitled to vote shares may authorize
another person or persons to act by proxy with respect to such shares. All
proxies must be in writing and must be signed by the shareholder confirming the
proxy or his attorney-in-fact. No proxy shall be valid after the expiration of
11 months from the date thereof unless otherwise provided in the proxy. Every
proxy continues in full force and effect until revoked by the person executing
it prior to the vote pursuant thereto, except as otherwise provided in Section
705 of the California Corporations Code. Such revocation may be effected by a
writing delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by the person executing the prior proxy and presented
to the meeting, or as to any meeting, by attendance at such meeting and voting
in person by the person executing the proxy. The dates contained on the forms of
proxy presumptively determine the order of execution, regardless of the postmark
dates on the envelopes in which they are mailed.
Section 13. Voting by Joint Holders. Shares or proxies standing in the
names of two or more persons shall be voted or represented in accordance with
the vote or consent of the majority of such persons. If only one of such persons
is present in person or by proxy, that person shall have the right to vote all
such shares, and all of the shares standing in the names of such persons shall
be deemed to be represented for the purpose of determining a quorum. This
section shall apply to the voting of shares by two or more administrators,
executors, trustees or other fiduciaries, or joint proxyholders, unless the
instrument or order of court appointing them shall otherwise direct.
Section 14. Inspectors of Election. In advance of any meeting of
shareholders the Board may appoint inspectors of election to act at the 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
meeting of shareholders may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election (or persons to replace
those who so fail or refuse) at the meeting. The number of inspectors shall be
either one of 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. 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.
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
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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.
ARTICLE III
Directors; Management
Section 15. Powers. Subject to any provisions of the Articles of
Incorporation, of the Bylaws and of law limiting the powers of the Board of
Directors or reserving powers to the shareholders, the Board of Directors shall,
directly or by delegation, manage the business and affairs of the corporation
and exercise all corporate powers permitted by law.
Section 16. Number and Qualification of Directors. The authorized number
of directors shall be not less than nine (9) nor more than seventeen (17),
unless and until changed by ar amendment of this Section 16 adopted by the
shareholders pursuant to Section 50 of these Bylaws. The exact number of
directors within said range shall be fixed by an amendment of this Section 16 of
these Bylaws adopted by the Board of Directors; and unless and until so amended,
the exact number of directors is hereby fixed at ten (10). A reduction in the
authorized number of directors shall not remove any director prior to the
expiration of such director's term of office. Directors need not be shareholders
of the corporation.
Nomination for election of members of the Board of Directors may be made
by the Board of Directors or by any stockholder of any outstanding class of
capital stock of the corporation entitled to vote for the election of directors.
Notice of intention to make any nominations shall be made in writing and shall
be delivered or mailed to the President of the corporation not less than 21 days
nor more than 60 days prior to any meeting of stockholders called for the
election of directors; provided however, that if less than 21 days notice of the
meeting is given to shareholders, such notice of intention to nominate shall be
mailed or delivered to the President of the corporation not later than the close
of business on the tenth day following the day on which the notice of meeting
was mailed; provided further, that if notice of such meeting is sent by
third-class mail as permitted by Section 6 of these Bylaws, no notice of
intention to make nominations shall be required. Such notification shall contain
the following information to the extent known to the notifying shareholder: (a)
the name and address of each proposed nominee; (b) the principal occupation of
each proposed nominee; (c) the number of shares of capital stock of the
corporation owned by each proposed nominee; (d) the name and residence address
of the notifying shareholder; and (e) the number of shares of capital stock of
the corporation owned by the notifying shareholder. Nominations not made in
accordance herewith may, in the discretion of the Chairman of the meeting, be
disregarded and upon the Chairman's instructions, the inspectors of election can
disregard all votes cast for each such nominee. A copy of this paragraph shall
be set forth in a notice to shareholders of any meeting at which Directors are
to be elected.
Section 17. Election and Term of Office. The directors shall be elected
annually by the shareholders at the annual meeting of the shareholders;
provided, that if for any reason, said-annual meeting or an adjournment thereof
is not held or the directors are not elected thereat, then
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the directors may be elected at any special meeting of the shareholders called
and held for that purpose. The term of office of the directors shall, except as
provided in Section 18 of these Bylaws, begin immediately after their election
and shall continue until their respective successors are elected and qualified.
Section 18. Removal of Directors. A director may be removed from office by
the Board of Directors if he is declared of unsound mind by the order of court
or convicted of a felony. Any or all of the directors may be removed from office
without cause by a vote of shareholders holding a majority of the outstanding
shares entitled to vote at an election of directors; however, unless the entire
Board of Directors is removed, an individual director shall not be removed if
the votes cast against removal, or not consenting in writing to such removal,
would be sufficient to elect such director if voted cumulatively at an election
at which the same total number of votes were cast, or, if such action is taken
by written consent, all shares entitled to vote were voted, and the entire
number of directors authorized at the time of the director's most recent
election were then being elected. A director may also be removed from office by
the Superior Court of the county in which the principal office of the
corporation is located, at the suit of shareholders holding at least ten percent
(10%) of the number of outstanding shares of any class, in case of fraudulent or
dishonest acts or gross abuse of authority or discretion with reference to the
corporation, in the manner provided by law.
No reduction of the authorized number of directors shall have the effect
of removing any director before his term of office expires.
Section 19. Vacancies. A vacancy or vacancies on the Board of Directors
shall exist on the death, resignation, or removal of any director, or if the
authorized number of directors is increased or the shareholders fail to elect
the full authorized number of directors.
Except for a vacancy created by the removal of a director, vacancies on
the Board of Directors may be filled by a majority of the remaining directors
although less than a quorum, or by a sole remaining director, and each director
elected in this manner shall hold office until his successor is elected at an
annual or special shareholders' meeting.
The shareholders may elect a director at any time to fill any vacancy 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.
Any director may resign effective upon giving written notice to the
Chairman of the Board of Directors, the President, the Secretary or the Board of
Directors of the corporation, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation is effective at a future
time, a successor may be elected to take office when the resignation becomes
effective.
Section 20. Place of Meetings. Regular and special meetings of the Board
of Directors shall be held at any place within the State of California that is
designated by resolution of the Board or, either before or after the meeting,
consented to in writing by all the Board members. If
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the place of a regular or special meeting is not fixed by resolution or written
consents of the Board, it shall be held at the corporation's principal office.
Section 21. Organizational Meetings. Immediately following each annual
shareholders' meeting, the Board of Directors shall hold an organizational
meeting at a date and time adopted by the Board of Directors by resolution to
organize, elect officers, and transact other business. Notice of this meeting
shall not be required.
Section 22. Other Regular Meetings. Other regular meetings of the Board of
Directors shall be held at such time and place as the Board of Directors by
resolution shall determine, but not less than once each calendar quarter. Notice
of these regular meetings shall not be required.
Section 23. Special Meetings. Special meetings of the Board of Directors
for any purpose may be called at any time by the Chairman of the Board of
Directors, or the President, or any Vice President, or the Secretary, or any two
directors.
Special meetings of the Board shall be held upon four days' notice by mail
or 48 hours notice delivered personally or by telephone or telegraph. If notice
is by telephone, it shall be complete when the person calling the meeting
believes in good faith that the notified person has heard and acknowledged the
notice. If the notice is by mail or telegraph, it shall be complete when
deposited in the United States mail or delivered to the telegraph office at the
place where the corporation's principal office is located, charges prepaid and
addressed to the notified person at such person's address appearing on the
corporate records or, if it is not on these records or is not readily
ascertainable, at the place where the regular Board meeting is held.
Section 24. Quorum. A majority of the authorized number of directors, but
in no event less than three (unless the authorized number of directors is one),
shall constitute a quorum for the transaction of business, except to adjourn a
meeting under Section 26 of these Bylaws. Every act done or decision made by a
majority of the directors present at a meeting at which a quorum is present
shall be regarded as the act of the Board of Directors, unless the vote of a
greater number 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, if any action
taken is approved by a majority of the required quorum for such meeting.
Section 25. Contents of Notice and Waiver of Notice. Neither the business
to be transacted at, nor the purpose of, any regular or special Board meeting
need be specified in the notice or waiver of notice of the meeting. Notice of a
meeting need not be given to any director who signs a waiver of notice or a
consent to holding the meeting or an approval of the minutes thereof, either
before or after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to said director. All
such waivers, consents, and approvals shall be filed with the corporate records
or made a part of the minutes of the meeting.
Section 26. Adjournment. A majority of the directors present, whether or
not a quorum is present, may adjourn any meeting to another time and place.
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Section 27. Notice of Adjournment. Notice of the time and place of holding
an adjourned meeting need not be given to absent directors if the time and place
are fixed at the meeting being adjourned, except that if the meeting is
adjourned for more than 24 hours such notice shall be given prior to the
adjourned meeting to the directors who were not present at the time of the
adjournment.
Section 28. Telephone Participation. 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 meetings can hear one
another. Such participation constitutes presence in person at such meeting.
Section 29. Action Without Meeting. The Board of Directors may take any
action without a meeting that may be required or permitted to be taken by the
Board at a meeting, if all members of the Board individually or collectively
consent in writing to the action. The written consent or consents shall be filed
in the minutes of the proceedings of the Board of Directors. Such action by
written consent shall have the same effect as an unanimous vote of directors.
Section 30. Fees and Compensation. Directors and members of committees
shall receive neither compensation for their services nor reimbursement for
their expenses unless these payments are fixed by resolution of the Board.
ARTICLE IV
Officers
Section 31. Officers. The officers of the corporation shall be a
President, a Secretary, a Chief Financial Officer, and a Chief Credit Officer.
The corporation may also have, at the discretion of the Board of Directors, a
Chairman and Vice Chairman of the Board (who shall be chosen from the Board of
Directors), one or more Vice Presidents, one or more Assistant Secretaries, one
or more Assistant Chief Financial Officers, and any other officers who may be
appointed under Section 33 of these Bylaws. Any two or more officers, except
those of President and Secretary, may be held by the same person.
Any officer of the corporation may be excluded by resolution of the Board
of Directors or by a provision of these Bylaws from participation, other than in
the capacity of a director, in major policymaking functions of the corporation.
Each officer and employee of the corporation shall give bond of suitable
amount with security to be approved by the Board of Directors, conditioned on
the honest and faithful discharge of his duties as such officer or employee. At
the discretion of the Board, such bonds may be schedule or blanket form and the
premiums shall be paid by the corporation. The amount of such bonds, the form of
coverage, and the name of the company providing the surety therefor shall be
reviewed annually by the Board of Directors. Action shall be taken by the Board
at that time approving the amount of the bond to be provided by each officer and
employee of the corporation for the ensuing year.
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Section 32. Election. The officers of the corporation, except those
appointed under Section 33 of these Bylaws, shall be chosen annually by the
Board of Directors, and each shall hold his office until he resigns or is
removed or otherwise disqualified to serve, or his successor is elected and
qualified.
Section 33. Subordinate Officers. The Board of Dlrectors may appoint, and
may authorize the President to appoint, any other officers that the business of
the corporation may require, each of whom shall hold office for the period, have
the authority, and perform the duties specified in the Bylaws or by the Board of
Directors.
Section 34. Removal and Resignation. Any officer may be removed with or
without cause either by the Board of Directors at any regular or special
directors' meeting or, except for an officer chosen by the Board, by any officer
on whom the power of removal may be conferred by the Board.
Any officer may resign at any time by giving written notice to the Board
of Directors, the President or the Secretary of the corporation. An officer's
resignation shall take effect when it is received or at any later time specified
in the resignation. Unless the resignation specifies otherwise, its acceptance
by the corporation shall not be necessary to make it effective.
Section 35. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be filled in
the manner prescribed in the Bylaws for regular appointments to the office.
Section 36. Chairman of the Board. The Board of Directors may in its
discretion elect a Chairman of the Board, who shall preside at all meetings of
the Board of Directors at which the Chairman is present and shall exercise and
perform any other powers and duties assigned to the Chairman by the Board or
prescribed by the Bylaws.
The position of Chairman of the Board shall be deemed not to be an
executive officer of the corporation and the Chairman of the Board shall be
excluded from participation, other than in the capacity of a director, in major
policymaking functions of the corporation.
Section 37. President. Subject to any supervisory powers that may be given
by the Board of Directors or the Bylaws to the Chairman of the Board, the
President shall be the corporation's chief executive officer and shall, subject
to the control of the Board of Directors, have general supervision, direction,
and control over the corporation's business and officers. The President shall
preside as Chairman at all shareholders' meetins and at all directors' meetings
not presided over by the Chairman of the Board. The President shall be ex
officio a member of all the standing committees except the Audit Committee,
shall have the general powers and duties of management usually vested in a
corporation's president; shall have any other powers and duties that are
prescribed by the Board of Directors or these Bylaws; and shall be primarily
responsible for carrying out all orders and resolutions of the Board of
Directors.
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Section 38. Vice Presidents. If the President is absent or is unable or
refuses to act, the Vice Presidents in order of their rank as fixed by the Board
of Directors or, if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the restrictions on, the
President. Each Vice President shall have any other duties that are prescribed
for said Vice President by the Board of Directors or the Bylaws.
Section 39. Secretary. The Secretary shall keep or cause to be kept, and
be available at the principal office and any other place that the Board of
Directors specifies, a book of minutes of all directors' and shareholders'
meetings. The minutes of each meeting shall state the time and place that it was
held; whether it was regular or special; if a special meeting, how it was
authorized; the notice given; the names of those present or represented at
shareholders' meetings; and the proceedings of the meetings. A similar minute
book shall be kept for each committee of the Board.
The Secretary shall keep, or cause to be kept, at the principal office or
at the office of the corporation's transfer agent, a share register, or
duplicate share register, showing the shareholders' names and addresses, the
number and classes of shares held by each, the number and date of each
certificate issued for these shares, and the number and date of cancellation of
each certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all directors'
and shareholders' meetings required to be given under these Bylaws or by law,
shall keep 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
these Bylaws.
The Secretary shall be deemed not to be an executive officer of the
corporation and the Secretary shall be excluded from participation, other than
in the capacity of director if the Secretary is also a director, in major
policymaking functions of the corporation.
Section 40. Chief Financial Officer. The Chief Financial Officer shall be
the corporation's chief financial officer and shall keep and maintain, or cause
to be kept and maintained, adequate and correct accounts of the corporation's
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
and shares. The books of account shall at all reasonable times be open to
inspection by any director. The Chief Financial Officer shall deposit all money
and other valuables in the name and to the credit of the corporation with the
depositories designated by the Board of Directors.
The Chief Financial Officer shall disburse the corporation's funds as
ordered by the Board of Directors; shall render to the President and directors,
whenever they request it, an account of all his transactions as Chief Financial
Officer and of the corporation's financial condition; and shall have any other
powers and perform any other duties that are prescribed by the Board of
Directors or Bylaws.
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If required by the Board of Directors, the Chief Financial Officer shall
give the corporation a bond in the amount and with the surety or sureties
specified by the Board for faithful performance of the duties of that person's
office and for restoration to the corporation of all its books, papers,
vouchers, money, and other property of every kind in that person's possession or
under that person's control on that person's death, resignation, retirement, or
removal from office.
ARTICLE V
General Corporate Matters
Section 41. Record Date and Closing of Stockbooks. The Board of Directors
may fix a time in the future as a record date for determining shareholders
entitled to notice of and to vote at any shareholders' meeting; to receive any
dividend, distribution, or allotment of rights; or to exercise rights in respect
of any other lawful action, including change, conversion, or exchange of shares.
The record date shall not, however, be more than 60 nor less than 10 days prior
to the date of such meeting nor more than 60 days prior to any other action. If
a record date is fixed for a particular meeting or event, only shareholders of
record on that date are entitled to notice and tc vote and to receive the
dividend, distribution, or allotment of rights or to exercise the rights, as the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date.
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, but the
Board shall fix a new record date if the meeting is adjourned for more than 45
days.
Section 42. Corporate Records and Inspection by Shareholders and
Directors. Books and records of account and minutes of the proceedings of the
shareholders, Board, and committees of the Board shall be kept available for
inspection at the principal office of the corporation. A record of the
shareholders, giving the names and addresses of all shareholders and the number
and class of shares held by each, shall be kept available for inspection at the
principal office or at the office of the corporation's transfer agent or
registrar.
A shareholder or shareholders holding at least five percent (5%) in the
aggregate of the outstanding voting shares of the corporation shall have an
absolute right to do either or both of the following: (1) 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 (2) obtain from the transfer agent 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.
The record of shareholders shall also be open to inspection and copying by any
shareholder or holder of a voting trust certificate at
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any time during usual business hours upon written demand on the corporation, for
a purpose reasonably related to such holder's interests as a shareholder or
holder of a voting trust certificate. Inspection and copying may be made in
person or by agent or attorney.
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 its subsidiary corporations,
domestic or foreign. Such inspection by a director may be made in person or by
agent or attornev and includes the right to copy and make extracts.
Section 43. Checks, Drafts, Evidences of Indebtedness. All checks, drafts,
or other orders for payment of money, notes, and all mortgages, or other
evidences of indebtedness, issued in the name of or payable to the corporation,
and all assignments and endorsements of the foregoing, shall be signed or
endorsed bythe person or persons and in the manner specified by the Board of
Directors.
Section 44. Corporate Contracts and Instruments; How Executed. Except as
otherwise provided in the Bylaws, officers, agents, or employees must be
authorized by the Board of Directors to enter into any contract or execute any
instrument in the corporation's name and on its behalf. This authority may be
general or confined to specific instances.
Section 45. Stock Certificates. One or more certificates for shares of the
corporation's capital stock shall be issued to each shareholder for any of such
shareholder's shares that are fully paid. The corporate seal or its facsimile
may be fixed on certificates. All certificates shall be signed by the Chairman
of the Board, President, or a Vice President and the Secretary, Treasurer, or an
Assistant Secretary. Any or all of the signatures on the certificate may be
facsimile signatures.
Section 46. Lost Certificates. No new share certificate that replaces an
old one shall be issued unless the old one is surrendered and cancelled at the
same time; provided, however, that if any share certificate is lost, stolen,
mutilated, or destroyed, the Board of Directors may authorize issuance of a new
certificate replacing the old one on any terms and conditions, including a
reasonable arrangement for indemnification of the corporation, that the Board
may specify.
Section 47. Reports to Shareholders. The requirement for the annual report
to shareholders referred to in Section 1501(a) of the California Corporations
Code is hereby expressly waived so long as there are less than 100 holders of
record of the corporation's shares. The Board of Directors shall cause to be
sent to the shareholders such annual or other periodic reports as they consider
appropriate or as otherwise required by law. In the event the corporation has
100 or more holders of its shares, an annual report complying with Section
1501(a) and, when applicable, Section 1501(b) of the California Corporations
Code, shall be sent to the shareholders not later than 120 days after the close
of the fiscal year and at least 15 days prior to the annual meeting of
shareholders to be held during the next fiscal vear.
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If no annual report for the last fiscal year has been sent to
shareholders, the corporation shall, upon the written request of any shareholder
made more than 120 days after the close of such fiscal year, deliver or mail to
the person making the request within 30 days thereafter the financial statements
referred to in Section 1501(a) for such year.
A shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of a 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 more than 30
days prior to the date of the request and a balance sheet of the corporation as
of the end of such period and, in addition, if no annual report for the last
fiscal year has been sent to shareholders, the statements referred to in Section
1501(a) of the California Corporations Code for the last fiscal year. The
statement shall be delivered or mailed to the person making the request within
30 days thereafter. A copy of the statements shall be kept on file in the
principal office of the corporation for 12 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 income statements and balance
sheets referred to 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.
Section 48. Indemnity of Officers, Directors, etc. The corporation shall
indemnify its directors and officers to the full extent permitted by Section 317
of the California Corporations Code, as amended from time to time, or as
permitted by any successor statute to said Section.
ARTICLE VI
Amendments
Section 49. Amendments by Shareholders. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the affirmative vote or written consent of
a majority of the outstanding shares entitled to vote.
Section 50. Amendment by Directors. Subject to the right of shareholders
under the preceding Section 49 of these Bylaws, Bylaws other than a Bylaw fixing
or changing the authorized number of directors may be adopted, amended, or
repealed by the Board of Directors. However, if the Articles of Incorporation,
or a Bylaw adopted by the shareholders, provide for an indefinite number of
directors within specified limits, the directors may adopt or amend a by-law
fixing the exact number of directors within those limits.
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ARTICLE VII
Committees of the Board of Directors
Section 51. Committees of the Board of Directors. The Board of Directors
shall, by resolution adopted by a majority of the authorized number of
directors, designate the following standing committees:
(1) A Loan and Discount Committee, which shall have the power to examine and
approve loans and discounts, and to exercise authority regarding loans and
discounts held by the corporation or its subsidiaries;
(2) An Investment Committee, which shall have the power to discount and purchase
bills, notes and other evidences of debt, and to buy and sell bills of exchange;
and
(3) An Audit Committee which shall consist of at least three members of the
Board of Directors, none of whom shall be active officers of the corporation.
The duties of this committee shall be to make suitable examinations every 12
months of the affairs of the corporation. The result of such examination shall
be reported, in writing, to the Board of Directors stating whether the
corporation is in a sound and solvent condition, whether adequate internal audit
controls and procedures are being maintained, and recommending to the Board such
changes in the manner of doing business, etc. as shall be deemed advisable. The
Audit Committee, upon its own recommendation and with the approval of the Board
of Directors, may employ a qualified firm of Certified Public Accountants to
make a suitable examination and audit of the corporation. If such a procedure is
followed, the one annual examination and audit of such firm of accountants and
the presentation of its report to the Board of Directors will be deemed
sufficient to comply with the requirements of this section of these Bylaws.
The Board of Directors may, by resolution adopted by a majority of the
authorized number of directors, also designate one or more additional standing
committees including, but not limited to, an Executive Committee consisting of
two or more Directors who shall be appointed by, and hold office at, the
pleasure of the Board of Directors. The Board of Directors may, except as
hereinafter limited, delegate to the Executive Committee any of the powers and
authorities of the Board of Directors.
The appointment of members or alternate members of a committee requires
the vote of a majority of the authorized number of directors.
The Board of Directors shall designate one or more directors as alternate
members of any committee, who may replace any absent member at any meeting of
the committee. Any such committee, to the extent provided in the resolution of
the Board of Directors shall have all the authority of the Board, except with
respect to:
(1) The approval of any action for which shareholder approval is
also required.
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(2) The filling of vacancies on the Board or in any committee.
(3) The fixing of compensation of the directors for serving on the
Board or on any committee.
(4) The amendment or repeal of Bylaws or the adoption of new Bylaws.
(5) The amendment or repeal of any resolution of the Board which by
its express terms is not so amendable or repealable.
(6) A distribution to the shareholders of the corporation as defined
in Section 166 of the California Corporations Code, except at a rate
or in a periodic amount or within a price range determined by the
Board.
(7) The appointment of other committees of the Board or the members
thereof.
The Board of Directors shall designate a chairman for each committee who
shall have the sole power to call any committee meeting other than a meeting set
by the Board. Except as otherwise established by the Board of Directors, Article
III of these Bylaws shall apply to committees of the Board and action by such
committees, mutatis mutandis.
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CERTIFICATE OF SECRETARY
I certify that:
(1) I am the duly elected and acting Secretary of Pacific State Bancorp, a
California corporation; and
(2) The foregoing Bylaws, consisting of sixteen (16) pages, are the Bylaws of
this corporation as duly adopted by written consent of the Board of Directors.
In witness whereof, I have subscribed my name and affixed the seal of this
corporation on March 13, 2002.
/s/ Steven J. Kikuchi
--------------------------------------
Steven J. Kikuchi, Secretary
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