Exhibit 3.2
BYLAWS
OF
GREATER BAY BANCORP
Amended and Restated As Of
May 15, 2001
TABLE OF CONTENTS
PAGE
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ARTICLE I. Applicability 1
Section 1. Applicability of Bylaws 1
ARTICLE II. Offices 1
Section 1. Principal Executive Office 1
Section 2. Other Offices 1
Section 3. Change in Location or Number of Offices 1
ARTICLE III. Meetings of Shareholders 1
Section 1. Place of Meetings 1
Section 2. Annual Meetings 1
Section 3. Special Meetings 1
Section 4. Notice of Annual, Special or Adjourned Meetings 2
Section 5. Record Date 2
Section 6. Quorum; Action at Meetings 3
Section 7. Adjournment 3
Section 8. Validation of Defectively Called, Noticed or
Held Meetings 3
Section 9. Voting for Election of Directors 4
Section 10. Proxies 4
Section 11. Inspectors of Election 4
Section 12. Action by Written Consent 5
ARTICLE IV. Directors 5
Section 1. Number of Directors 5
Section 2. Classification, Election ad Term of Office 6
Section 3. Term of Office 7
Section 4. Vacancies 7
Section 5. Removal 7
Section 6. Resignation 8
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Section 7. Fees and Compensation 8
ARTICLE V. Committees of the Board of Directors 8
Section 1. Designation of Committees 8
Section 2. Powers of Committees 8
ARTICLE VI. Meetings of the Board of Directors and Committees Thereof 8
Section 1. Place of Meetings 8
Section 2. Organization Meeting 9
Section 3. Other Regular Meetings 9
Section 4. Special Meetings 9
Section 5. Notice of Special Meetings 9
Section 6. Validation of Defectively Held Meetings 9
Section 7. Quorum; Action at Meetings; Telephone Meetings 9
Section 8. Adjournment 10
Section 9. Action Without a Meeting 10
Section 10. Meetings of and Action by Committees 10
ARTICLE VII. Officers 10
Section 1. Officers 10
Section 2. Election of Officers 10
Section 3. Subordinate Officers, Etc. 10
Section 4. Removal and Resignation 10
Section 5. Vacancies 10
Section 6. Chairman of the Board 11
Section 7. President 11
Section 8. Vice President 11
Section 9. Secretary 11
Section 10. Treasurer 11
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ARTICLE VIII. Records and Reports 11
Section 1. Minute Book - Maintenance and Inspection 12
Section 2. Share Resister - Maintenance and Inspection 12
Section 3. Books and Records of Account - Maintenance and
Inspection 12
Section 4. Bylaws - Maintenance and Inspection 12
Section 5. Annual Report to Shareholders 12
ARTICLE IX. Miscellaneous 12
Section 1. Checks, Drafts, Etc. 12
Section 2. Contracts, Etc. - How Executed 12
Section 3. Certificates of Stock 12
Section 4. Lost Certificates 12
Section 5. Representation of Shares of Other Corporations 13
Section 6. Construction and Definitions 13
Section 7. Indemnification of Corporate Agents; Purchase of
Liability Insurance 13
ARTICLE X. Amendments 13
Section 1. Amendments 13
II-3
BYLAWS
OF
GREATER BAY BANCORP
ARTICLE I.
APPLICABILITY
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Section 1. Applicability of Bylaws. These Bylaws govern, except as
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otherwise provided by statute or its Articles of Incorporation, the management
of the business and the conduct of the affairs of the Corporation.
ARTICLE II
OFFICES
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Section 1. Principal Executive Office. The location of the principal
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executive office of the Corporation is 420 Cowper Street, Palo Alto, California
94301-1504.
Section 2. Other Offices. The Board of Directors may establish other
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offices at any place or places within or without the State of California.
Section 3. Change in Location or Number of Offices. The Board of Directors
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may change any office from one location to another or eliminate any office or
offices.
ARTICLE III
MEETINGS OF SHAREHOLDERS
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Section 1. Place of Meetings. Meetings of the shareholders shall be held
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at any place within or without the State of California designated by the Board
of Directors, or, in the absence of such designation, at the principal executive
office of the Corporation.
Section 2. Annual Meetings. An annual meeting of the shareholders shall be
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held within 180 days following the end of the fiscal year of the Corporation at
a date and time designated by the Board of Directors. Directors shall be elected
at each annual meeting and any other proper business may be transacted thereat.
Section 3. Special Meetings.
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(a) Special meetings of the shareholders may be called by a majority of
the Board of Directors, the Chairman of the Board, the President or
the holders of shares entitled to cast not less than 10 percent of the
votes at such meeting.
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(b) Any request for the calling of a special meeting of the shareholders
shall (1) be in writing, (2) specify the date and time thereof which
date shall be not less than 35 nor more than 60 days after receipt of
the request, (3) specify the general nature of the business to be
transacted thereat and (4) be given either personally or by
first-class mail, postage prepaid, or other means of written
communication to the Chairman of the Board, President, any Vice
President or Secretary of the Corporation. The officer
receiving a proper request to call a special meeting of the
shareholders shall cause notice to be given pursuant to the provisions
of Section 4 of this article to the shareholders entitled to vote
thereat that a meeting will be held at the date and time specified by
the person or persons calling the meeting.
(c) No business may be transacted at a special meeting unless the general
nature thereof was stated in the notice of such meeting.
Section 4. Notice of Annual, Special or Adjourned Meetings.
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(a) Whenever any meeting of the shareholders is to be held, a written
notice of such meeting shall be given in the manner described in
subdivision (d) of this section not less than 10 nor more than 60 days
before the date thereof to each shareholder entitled to vote thereat.
The 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 or (2) in the case of the annual meeting, those
matters which the Board of Directors, at the time of the giving of the
notice, intend to present for action by the shareholders including,
whenever directors are to be elected at a meeting, the names of
nominees intended at the time of giving of the notice to be presented
by management for election.
(b) Any proper matter may be presented at an annual meeting for action,
except as is provided in subdivision (f) of Section 601 of the
Corporations Code of the State of California.
(c) Notice need not be given of an adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is
taken, except that if the adjournment is for more than 45 days or if
after the adjournment a new record date is provided for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote thereat.
(d) Notice of any meeting of the shareholders or any report shall be given
either personally or by first class mail, postage prepaid, or other
means of written communication, addressed to the shareholder at his
address appearing on the books of the Corporation or given by him to
the Corporation for the purpose of notice; or if no such address
appears or is given, at the place where the principal executive 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
executive office is located. The notice or report shall be deemed to
have been given at the time when delivered personally to the recipient
or deposited in the mail or sent by other means of written
communication. An affidavit of mailing of any notice or report in
accordance with the provisions of these Bylaws or the General
Corporation Law of the State of California, executed by the Secretary,
assistant secretary or any transfer agent of the Corporation, shall be
prima facie evidence of the notice or report.
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(e) If any notice or report addressed to the shareholder at his address
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
or report to the shareholder at such address, all future notices or
reports shall be deemed to have been duly given without further
mailing if the same shall be available for the shareholder upon his
written demand at the principal executive office of the Corporation
for a period of one year from the date of the giving of the notice or
report to all other shareholders.
Section 5. Record Date.
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(a) The Board of Directors may fix a time in the future as a record date
for the determination of the shareholders (1) entitled to notice of
any meeting or to vote thereat, (2)
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entitled to receive payment of any dividend or other distribution or
allotment of any rights or (3) entitled to exercise any rights in
respect of any other lawful action. The record date so fixed shall be
not more than 60 nor less than 10 days prior to the date of any
meeting of the shareholders nor more than 60 days prior to any other
action.
(b) In the event no record date is fixed:
a. The record date for determining the shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the
close of business on the business day next preceding the day on which
notice is given or, if notice is waived, at the close of business on
the business day next preceding the day on which the meeting is held.
b. 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 of Directors has been taken, shall be the
day on which the first written consent is given.
c. The record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto, or the 60th day
prior to the date of such other action, whichever is later.
(c) Only shareholders of record at the close of business on the record
date are entitled to notice and to vote or to receive a dividend,
distribution or allotment of rights or to exercise the rights, as the
case may be, notwithstanding any transfer of any shares on the books
of the Corporation after the record date.
(d) 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 of Directors 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 from the date set for
the original meeting.
Section 6. Quorum: Action at Meetings.
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(a) A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of the shareholders.
(b) Except as provided in subdivision (c) of this section, 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 is required by Law or the Articles of Incorporation.
(c) The shareholders present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a
quorum.
Section 7. Adjournment. Any meeting of the shareholders may be adjourned
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from time to time whether or not a quorum is present by the vote of a majority
of the shares represented thereat either in person or by proxy. At the adjourned
meeting the Corporation may transact any business, which might have been
transacted at the original meeting.
Section 8. Validation of Defectively Called, Noticed or Held Meetings.
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(a) The transactions of any meeting of the 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 thereat, not present
in person or by proxy, signs
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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.
(b) Attendance of a person at a meeting shall constitute a waiver of
notice of, and presence at, such meeting, except (1) 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
(2) that attendance at a meeting is not a waiver of any right to
object to the consideration of any matter required by the General
Corporation Law of the State of California to be included in the
notice but not so included, if such objection is expressly made at the
meeting.
(c) Any written waiver of notice shall comply with subdivision (f) of
Section 601 of the Corporations Code of the State of California.
Section 9. Voting for Election of Directors.
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(a) Shareholders shall not be permitted to cumulate their votes for the
election of directors.
(b) Elections for directors may be by voice vote or by ballot unless any
shareholder entitled to vote demands election by ballot at the meeting
prior to the voting, in which case the vote shall be by ballot.
(c) 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 of each class to be elected by such shares are
elected as directors. If, at any meeting of shareholders, due to a
vacancy or vacancies or otherwise, directors of more than one class of
the Board of Directors are to be elected, each class of directors to
be elected at the meeting shall be elected in a separate election.
Section 10. Proxies.
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(a) Every person entitled to vote shares may authorize another person or
persons to act with respect to such shares by a written proxy signed
by him or his attorney-in-fact and filed with the Secretary of the
Corporation. A proxy shall be deemed signed if the shareholder's name
is placed on the proxy (whether by manual signature, typewriting,
telegraphic transmission or otherwise) by him or his attorney-in-fact.
(b) Any duly executed proxy shall continue in full force and effect until
the expiration of the term specified therein or upon its earlier
revocation by the person executing it prior to the vote pursuant
thereto (1) by a writing delivered to the Corporation stating that it
is revoked, (2) by a subsequent proxy executed by the person executing
the proxy or (3) by the attendance at the meeting and voting in person
by the person executing the proxy. No proxy shall be valid after the
expiration of 11 months from the date thereof unless otherwise
provided in the proxy. The date contained on the form of proxy shall
be deemed to be the date of its execution.
(c) A proxy which states that it is irrevocable for the period specified
therein shall be subject to the provisions of subdivisions (e) and (f)
of Section 705 of the Corporations Code of the State of California.
Section 11. Inspectors of Election.
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(a) In advance of any meeting of the shareholders, the Board of Directors
may appoint either one or three persons (other than nominees for the
office of director) as inspectors of
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election to act at such meeting or any adjournments thereof. If
inspectors of election are not so appointed, or if any person so
appointed fails to appear or refuses to act, the chairman of any such
meeting may, and on the request of any shareholder or his proxy shall,
appoint inspectors of election (or persons to replace those who so
fail or refuse to act) at the meeting. If appointed at a meeting on
the request of one or more shareholders or the proxies thereof, the
majority of shares represented in person or by proxy shall determine
whether one or three inspectors are to be appointed.
(b) The duties of inspectors of election and the manner of performance
thereof shall be as prescribed in Section 707 of the Corporations Code
of the State of California.
Section 12. Action by Written Consent.
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(a) Subject to subdivisions (b) and (c) of this section, any action which
may be taken at any annual or special meeting of the shareholders may
be taken without a meeting, without a vote and without prior notice,
if a consent in writing, setting forth the action so taken, is signed
by the holders of outstanding shares having not less than the minimum
number of votes which would be necessary to authorize or take such
action at a meeting in which all shares entitled to vote thereon were
present and voted. All such consents shall be filed with the Secretary
of the Corporation and maintained with the corporate records.
(b) Except for the election of a director by written consent to fill a
vacancy (other than a vacancy created by removal), directors may be
elected by written consent only by the unanimous written consent of
all shares entitled to vote for the election of directors. In the case
of an election of a director by written consent to fill a vacancy
(other than a vacancy created by removal), any such election requires
the consent of a majority of the outstanding shares entitled to vote.
(c) Unless the consents of all shareholders entitled to vote have been
solicited in writing, notice of any shareholder approval without a
meeting by less than unanimous written consent shall be given as
provided in subdivision (b) of Section 603 of the Corporations Code of
the state of California.
(d) Any shareholder giving a written consent, or his proxy holders, or a
personal representative of the shareholder or their respective proxy
holders, may revoke the consent by a writing received by the
Corporation prior to the time that written consents of the number of
shares required to authorized 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.
ARTICLE IV
DIRECTORS
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Section 1. Number of Directors.
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(a) The authorized number of directors shall be no less than eleven
(11) nor more than twenty-one (21). The exact number of
directors shall be fixed and may be changed from time to time by
a resolution adopted by the Board of Directors.
(b) The exact number of directors shall be seventeen (17) until
changed as provided in subdivision (a) of this section.
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(c) The maximum or minimum authorized number of directors may only
be changed by an amendment of this section approved by the vote
or written consent of a majority of the outstanding shares
entitled to vote; provided, however, that an amendment
reducing the minimum number to a number less than 5 shall not
be adopted if the votes cast against its adoption at a meeting
(or the shares not consenting in the case of action by written
consent) exceed 16-2/3% of such outstanding shares; and
provided, further, that in no case shall the stated maximum
authorized number of directors exceed two times the stated
minimum number of authorized directors minus one.
Section 2. Classification, Election and Term of Office.
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(a) Nomination for election of directors may be made by the Board of
Directors or by any holder 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 twenty-one (21) days nor more than sixty (60) days prior
to any meeting of shareholders called for the election of directors;
provided, however, that if less than twenty-one (21) days' notice 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 (10th) 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 (if permitted by
law), 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.
(1) the name and address of each proposed nominee;
(2) the principal occupation of each proposed nominee;
(3) the number of shares of capital stock of the Corporation owned
by each proposed nominee;
(4) the name and residence address of the notifying shareholder; and
(5) 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.
(b) In the event that the authorized number of directors shall be fixed at
nine (9) or more, the Board of Directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class shall
consist of one-third of the directors or as close an approximation as
possible. The initial term of office of the directors of Class I shall
expire at the annual meeting to be held during fiscal year 1998, the
initial term of office of the directors of Class II shall expire at
the annual meeting to be held during fiscal 1999 and the initial term
of office of the directors of Class III shall expire at the annual
meeting to be held during fiscal year 2000. At each annual meeting,
commencing with the annual meeting to be held during fiscal year 1998,
each of the successors to the directors of the class whose term shall
have expired at such annual meeting shall be elected for a term
running until the third annual meeting next succeeding his or her
election and until his or her successor shall have been duly elected
and qualified.
In the event that the authorized number of directors shall be fixed
with at least six (6) but less than nine (9), the Board of Directors
shall be divided into two classes, designated Class I and
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Class II. Each class shall consist of one-half of the directors or as
close an approximation as possible. At each annual meeting, each of
the successors to the directors of the class whose term shall have
expired at such annual meeting shall be elected for a term running
until the second annual meeting next succeeding his or her election
and until his or her successor shall have been duly elected and
qualified. Notwithstanding the rule that the classes shall be as
nearly equal in number of directors as possible, in the event of any
change in the authorized number of directors, each director then
continuing to serve as such shall nevertheless continue as a director
of the class of which he or she is a member until the expiration of
his or her current term, or his or her prior death, resignation or
removal.
At each annual election, the directors chosen to succeed those whose
terms then expire shall be of the same class as the directors they
succeed, unless, by reason of any intervening changes in the
authorized number of directors, the Board of Directors shall designate
one or more directorships whose term then expires as directorships of
another class in order more nearly to achieve equality of number of
directors among the classes.
This section may only be amended or repealed by approval of the Board of
Directors and the outstanding shares (as defined in Section 152 of the
California General Corporation Law) voting as a single class, notwithstanding
Section 903 of the California General Corporation Law.
Section 3. Term of Office. Each director, including a director elected to
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fill a vacancy, shall hold office until the expiration of the term for which he
is elected and until a successor has been elected.
Section 4. Vacancies.
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(a) A vacancy in the Board of Directors exists whenever any authorized
position of director is not then filled by a duly elected director,
whether caused by death, resignation, removal, change in the
authorized number of directors or otherwise.
(b) Except for a vacancy created by the removal al a director, vacancies
on the Board of Directors may be filled by a majority of the directors
then in office, whether or not less than a quorum, or by a sole
remaining director. A vacancy created by the removal of a director
shall be filled only by shareholders.
(c) The shareholders may elect a director at any time to fill any vacancy
not filled by the directors.
Section 5. Removal.
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(a) The Board of Directors may declare vacant the office of a director who
has been declared of unsound mind by an order of court or convicted of
a felony.
(b) Any or all of the directors may be removed without cause if such
removal is approved by a majority of the outstanding shares entitled
to vote; provided, however, that no director may be removed (unless
the entire Board of Directors is removed) if whenever 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 his most recent election were then being elected.
(c) Any reduction of the authorized number of directors does not remove
any director prior to the expiration of his term of office.
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Section 6. Resignation. Any director may resign effective upon giving
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written notice to the Chairman of the Board, the President, the Secretary or the
Board of Directors of the Corporation, unless the notice specifies a later time
for the effectiveness of such resignation. If the resignation is effective at a
future time, a successor may be elected to take office when the resignation
becomes effective.
Section 7. Fees and Compensation. Directors may be paid for their services
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in such capacity a sum in such amounts, at such times and upon such conditions
as may be determined from time to time by resolution of the Board of Directors,
and may be reimbursed for their expenses, if any, incurred in such capacity,
including (without limitation) expenses of attendance at any meeting of the
Board. No such payments shall preclude any director from serving the Corporation
in any other capacity and receiving compensation in any manner therefor.
ARTICLE V
COMMITTEES OF THE BOARD OF DIRECTORS
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Section 1. Designation of Committees. The Board of Directors may, by
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resolution adopted by a majority of the authorized number of directors,
designate (1) one or more committees, each consisting of two or more directors
and (2) one or more directors as alternate members of any committee, who may
replace any absent member at any meeting thereof. Any member or alternate member
of a committee shall serve at the pleasure of the Board.
Section 2. Powers of Committees. Any committee, to the extent provided in
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the resolution of the Board of Directors designating such committee, shall have
all the authority of the Board, except with respect to:
(a) The approval of any action for which the General Corporation Law of
the State of California also requires any action by the shareholders;
(b) The filling of vacancies on the Board or in any committee thereof;
(c) The fixing of compensation of the directors for serving on the Board
or on any committee thereof;
(d) The amendment or repeal of these 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 amenable or resealable;
(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 of Directors; or
(g) The designation of other committees of the Board or the appointment of
members or alternate members thereof.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
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AND COMMITTEES THEREOF
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Section 1. Place of Meetings. Regular meetings of the Board of Directors
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shall be held at any place within or without the State of California, which has
been designated from time to time by the Board
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or, in the absence of such designation, at the principal executive office of the
Corporation. Special meetings of the Board shall be held either at any place
within or without the State of California which has been designated in the
notice of the meeting or, if not stated in the notice or if there is no notice,
at the principal executive office of the Corporation.
Section 2. Organization Meeting. Immediately following each annual meeting
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of the shareholders the Board of Directors shall hold a regular meeting for the
purpose of organization and the transaction of other business. Notice of any
such meeting is not required.
Section 3. Other Regular Meetings. Other regular meetings of the Board of
----------------------
Directors shall be held without call at such time as shall be designated from
time to time by the Board. Notice of any such meeting is not required.
Section 4. Special Meetings. Special meetings of the Board of Directors
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may be called at any time for any purpose or purposes by the Chairman of the
Board or the President or any vice president or the Secretary or any two
directors. Notice shall be given of any special meeting of the Board.
Section 5. Notice of Special Meetings.
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(a) Notice of the time and place of special meetings of the Board of
Directors shall be delivered personally or by telephone to each
director or sent to each director by first-class mail or telegraph,
charges prepaid. Such notice shall be given four days prior to the
holding of the special meeting if sent by mail or 48 hours prior to
the holding thereof if delivered personally or given by telephone or
telegraph. The notice or report shall be deemed to have been given at
the time when delivered personally to the recipient or deposited in
the mail or sent by other means of written communication.
(b) Notice of any special meeting of the Board of Directors need not
specify the purpose thereof and need not be given to any director who
signs a waiver of notice, whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him.
Section 6. Validation of Defectively Held Meetings. The transactions of
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any meeting of the Board of Directors, 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 the meeting or an approval of the minutes thereof. Such waivers,
consents and approvals (1) need not specify the purpose of any meeting of the
Board of Directors and (2) shall be filed with the corporate records or made a
part of the minutes of the meeting.
Section 7. Quorum; Action at Meetings; Telephone Meetings.
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(a) A majority of the authorized number of directors shall constitute a
quorum for the transaction of business. Every act or decision done or
made by a majority of the directors present at a meeting duly held at
which a quorum is present is the act of the Board of Directors, unless
action by a greater proportion of the directors is required by law or
the Articles of Incorporation.
(b) 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.
(c) Members of the Board of Directors 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.
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Section 8. Adjournment. A majority of the directors present, whether or
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not a quorum is present, may adjourn any meeting to another time and place. If
the meeting is adjourned for more than 24 hours, notice of 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.
Section 9. Action Without a Meeting. Any action required or permitted to
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be taken by the Board of Directors may be taken without a meeting, if all
members of the Board individually or collectively consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the same
force and effort as a unanimous vote of such directors.
Section 10. Meetings of and Action by Committees. The provisions of this
------------------------------------
Article apply to committees of the Board of Directors and action by such
committees with such changes in the language of those provisions as are
necessary to substitute the committee and its members for the Board and its
members.
ARTICLE VII
OFFICERS
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Section 1. Officers. The Corporation shall have as officers, a President,
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a Secretary and a Treasurer. The Treasurer is the chief financial officer of the
Corporation unless the Board of Directors has by resolution designated a vice
president or other officer to be the chief financial officer. The Corporation
may also have at the discretion of the Board, a Chairman of the Board, one or
more vice presidents, one or more assistant secretaries, one or more assistant
treasurers and such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article. One person may hold two or more
offices.
Section 2. Election of Officers. The officers of the Corporation, except
--------------------
such officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article, shall be chosen by the Board of Directors.
Section 3. Subordinate Officers, Etc. The Board of Directors may appoint
-------------------------
by resolution, and may empower the Chairman of the Board, if there be such an
officer, or the President, to appoint such other officers as the business of the
Corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are determined from time to time by
resolution of the Board or, in the absence of any such determination, as are
provided in these Bylaws. Any appointment of an officer shall be evidenced by a
written instrument filed with the Secretary of the Corporation and maintained
with the corporate records.
Section 4. Removal and Resignation.
-----------------------
(a) Any officer may be removed, either with or without cause, by the Board
of Directors or, except in case of any officer chosen by the Board, by
any officer upon whom such power of removal may be conferred by
resolution of the Board.
(b) Any officer may resign at any time effective upon giving written
notice to the Chairman of the Board, President, any vice president or
Secretary of the Corporation, unless the notice specifies a later time
for the effectiveness of such resignation.
Section 5. Vacancies. A vacancy in any office because of death,
---------
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointments to such office.
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Section 6. Chairman of the Board. If there is a Chairman of the Board, he
---------------------
shall, if present, preside at all meetings of the Board of Directors, exercise
and perform such other powers and duties as may be from time to time assigned to
him by resolution of the Board and, if there is no President, the Chairman of
the Board shall be the chief executive officer of the Corporation and have the
power and duties set forth in Section 7 of this Article.
Section 7. President. Subject to such supervisory powers, if any, as may
---------
be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the chief executive officer and general
manager of the Corporation and shall, subject to the control of the Board, have
general supervision, direction and control of the business and affairs of the
Corporation. He shall preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board. He shall have the general powers and duties of management usually
vested in the office of president of a corporation, and shall have such other
powers and duties as may be prescribed from time to time by resolution of the
Board.
Section 8. Vice President. In the absence or disability of the President,
--------------
the vice presidents in order of their rank as fixed by the Board of Directors
or, if not ranked, the Vice President designated by the Board, shall perform all
the duties of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President. The vice presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board or as the President may
from time to time delegate.
Section 9. Secretary.
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(a) The Secretary shall keep or cause to be kept (1) the minute book, (2)
the share register and (3) the seal, if any, of the Corporation.
(b) The Secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board of Directors required by these
Bylaws or by law to be given, and shall have such other powers and
perform such other duties as may be prescribed from time to time by
the Board.
Section 10. Treasurer.
---------
(a) The Treasurer shall keep, or cause to be kept, the books and records
of account of the Corporation.
(b) The Treasurer shall deposit all monies and other valuables in the name
and to the credit of the Corporation with such depositories as may be
designated from time to time by resolution of the Board of Directors.
He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, shall render to the President and the Board,
whenever they request it, an account of all of his transactions as
Treasurer and of the financial condition of the Corporation, and shall
have such other powers and perform such other duties as may be
prescribed from time to time by the Board or as the President may from
time to time delegate.
ARTICLE VIII
RECORDS AND REPORTS
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Section 1. Minute Book - Maintenance and Inspection. The Corporation shall
----------------------------------------
keep or cause to be kept in written form at its principal executive office or
such other place as the Board of Directors may order, a minute book which shall
contain a record of all actions by its shareholders, Board or committees
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of the Board including the time, date and place of each meeting; whether a
meeting is regular or special and, if special, how called; the manner of giving
notice of each meeting and a copy thereof; the names of those present at each
meeting of the Board or committees thereof; the number of shares present or
represented at each meeting of the shareholders; the proceedings of all
meetings; any written waivers of notice, consents to the holding of a meeting or
approvals of the minutes thereof; and written consents for action without a
meeting.
Section 2. Share Resister - Maintenance and Inspection. The Corporation
-------------------------------------------
shall keep or cause to be kept at its principal executive office or, if so
provided by resolution of the Board of Directors, at the Corporation's transfer
agent or registrar, a share register, or a duplicate share register, which shall
contain the names of the shareholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same and the number and date of cancellation of every certificate
surrendered for cancellation.
Section 3. Books and Records of Account - Maintenance and Inspection. The
---------------------------------------------------------
Corporation shall keep or cause to be kept at its principal executive office or
such other place as the Board of Directors may order, adequate and correct books
and records of account.
Section 4. Bylaws - Maintenance and Inspection. The Corporation shall keep
-----------------------------------
at its principal executive office or, in the absence of such office in the State
of California, at its principal business office in that state, the original or a
copy of the Bylaws as amended to date.
Section 5. Annual Report to Shareholders. The annual report to the
-----------------------------
shareholders described in Section 1501 of the Corporations Code of the State of
California is expressly dispensed with, but nothing herein shall be interpreted
as prohibiting the Board of Directors from issuing annual or other periodic
reports to the shareholders of the Corporation as they see fit.
ARTICLE IX
MISCELLANEOUS
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Section 1. Checks, Drafts, Etc. All checks, drafts or other orders for
-------------------
payment of money, notes or other evidences of indebtedness, and any assignment
or endorsement thereof, issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the Board of Directors.
Section 2. Contracts, Etc. - How Executed. The Board of Directors, except
------------------------------
as otherwise provided in these Bylaws, may authorize any officer or officers,
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the Corporation, and such authority may be general or
confined to specific instances; and, unless so authorized or ratified by the
Board, no officer, employee or other agent shall have any power or authority to
bind the Corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or to any amount.
Section 3. Certificates of Stock. All certificates shall be signed in the
---------------------
name of the Corporation by the Chairman of the Board or 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
thereof owned by the shareholder. Any or all of the signatures on a certificate
may be by facsimile signature. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were an officer, transfer agent or registrar at the date of
issue.
Section 4. Lost Certificates. Except as provided in this section, no new
-----------------
certificate for shares shall be issued in lieu of an old certificate unless the
latter is surrendered to the Corporation and canceled
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at the same time. The Board of Directors may in case any share certificate or
certificate for any other security is lost, stolen or destroyed, authorize the
issuance of a new certificate in lieu thereof, upon such terms and conditions as
the Board may require, including provision for indemnification of the
Corporation secured by a bond or other adequate security sufficient to protect
the Corporation against any claim that may be made against it, including any
expense or liability, on account of the alleged loss, theft or destruction of
such certificate or the issuance of such new certificate.
Section 5. Representation of Shares of Other Corporations. Any person
----------------------------------------------
designated by resolution of the Board of Directors or, in the absence of such
designation, the Chairman of the Board, the President or any vice president or
the Secretary, or any other person authorized by any of the foregoing, is
authorized to vote on behalf of the Corporation any and all shares of any other
corporation or corporations, foreign or domestic, owned by the Corporation.
Section 6. Construction and Definitions. Unless the context otherwise
----------------------------
requires, the general provisions, rules of construction and definitions
contained in the Corporations Code of the State of California shall govern the
construction of these Bylaws.
Section 7. Indemnification of Corporate Agents; Purchase of Liability
----------------------------------------------------------
Insurance.
- ---------
(a) The Corporation shall, to the maximum extent permitted by the General
Corporation Law of the State of California, and as the same may from
time to time be amended, indemnify each of its agents against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding to which such
person was or is a party or is threatened to be made a party arising
by reason of the fact that such person is or was an agent of the
Corporation. For purposes of this Section 7, an "agent" of the
Corporation includes any person who is or was a director, officer,
employee or other agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or
agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or was a director, officer,
employee or agent of a foreign or domestic corporation which was a
predecessor corporation of the Corporation or of another enterprise at
the request of such predecessor corporation; "proceeding" means any
threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative, and includes an action or
proceeding by or in the right of the Corporation to procure a judgment
in its favor; and "expenses" includes attorneys' fees and any expenses
of establishing a right to indemnification under this subdivision (a).
(b) The Corporation shall, if and to the extent the Board of Directors so
determines by resolution, purchase and maintain insurance in an amount
and on behalf of such agents of the Corporation as the Board may
specify in such resolution against any liability asserted against or
incurred by the agent in such capacity or arising out of the agent's
status as such whether or not the Corporation would have the capacity
to indemnify the agent against such liability under the provisions of
this Section.
ARTICLE X
AMENDMENTS
----------
Section 1. Amendments. New bylaws may be adopted or these Bylaws may be
amended or repealed by the affirmative vote of a majority of the outstanding
shares entitled to vote. Subject to the next preceding sentence, bylaws (other
than a bylaw or amendment thereof 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 be adopted, amended or repealed by the Board
of Directors.
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