EXHIBIT 3.2
BY-LAWS
of
NEW ANI, INC.
ARTICLE I
Principal Office
Section 1. The principal executive office for the transaction of the
business of the corporation is hereby fixed and located at 39187 Liberty Street,
Fremont, California. The board of directors may change said principal executive
office from one location to another.
ARTICLE II
Meetings of Shareholders
Section 1. All meetings of the shareholders shall be held at any
place within or without the State of California which may be designated either
by the board of directors or by the written consent of all shareholders entitled
to vote thereat and not present at the meeting given either before or after the
meeting and filed with the secretary of the corporation. In the absence of any
such designation, shareholders' meetings shall be held at the principal
executive office of the corporation.
Section 2. The annual meeting of the shareholders of the corporation
shall be held on the second Tuesday of March of each year, at 10 A.M. of said
day; provided, however, that should said day fall upon a Saturday, Sunday or
legal
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holiday, then any such annual meeting of the shareholders shall be held at the
same time and place on the next business day thereafter ensuing which is not a
legal holiday. At such meeting, directors shall be elected and any other proper
business may be transacted which is within the powers of the shareholders.
Written notice of each annual meeting shall be given to each shareholder
entitled to vote either personally or by first-class mail or other means of
written communication (which includes, without limitation and wherever used in
these by-laws, telegraphic and facsimile communication), charges prepaid,
addressed to each shareholder at the address appearing on the books of the
corporation, or given by the shareholder to the corporation for the purpose of
notice. If any notice or report addressed to the shareholder at the address of
such shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service 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 written demand of the shareholder at the principal
executive office of the corporation for a period of one (1) year from the date
of the giving of the notice or report to all other shareholders. If no address
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of a shareholder appears on the books of the corporation or is given by the
shareholder to the corporation, notice is duly given to him if sent by mail or
other means of written communication addressed to the place where the principal
executive office of the corporation is located or if published at least once in
a newspaper of general circulation in the county in which said principal
executive office is located.
All such notices shall be given to each shareholder entitled thereto
not less than ten (10) days nor more than sixty (60) days before each annual
meeting. Any such notice shall be deemed to have been given at the time when
delivered personally or deposited in the United States mail or delivered to a
common carrier for transmission to the recipient or actually transmitted by the
person giving the notice by electronic means to the recipient or sent by other
means of written communication.
Such notices shall state:
(a) the place, date and hour of the meeting;
(b) those matters which the board, at the time of the mailing of the
notice, intends to present for action by the shareholders;
(c) if directors are to be elected, the names of nominees intended at
the time of the notice to be presented by management for election;
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(d) such other matters, if any, as may be expressly required by
statute.
Section 3. Special meetings of the shareholders for the purpose of
taking any action permitted to be taken by the shareholders under the General
Corporation Law and the articles of incorporation of this corporation, may be
called by the chairman of the board or the president, or by any vice president,
or by the board of directors, or by the holders of shares entitled to cast not
less than ten per cent (10%) of the votes at the meeting. Except in special
cases where other express provision is made by statute, notice of such special
meetings shall be given in the same manner and contain the same statements as
required for annual meetings of shareholders. Notice of any special meeting
shall also specify the general nature of the business to be transacted, and no
other business may be transacted at such meeting.
Section 4. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting shall constitute a quorum
for the transaction of business. The shareholders present at a duly called or
held meeting at which a quorum is present may continue to transact business
until adjournment, notwithstanding the withdrawal
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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. In the absence of a quorum, any meeting of shareholders
may be adjourned from time to time by the vote of a majority of the shares
represented either in person or by proxy, but no other business may be
transacted except as provided in the preceding sentence.
ARTICLE III
Board of Directors
Section 1. Subject to the provisions of the California General
Corporation Law and any limitations in the articles of incorporation and these
by-laws as to action to be authorized or approved by the shareholders, the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.
Without prejudice to such general powers, but subject to the same limitations,
it is hereby expressly declared that the board of directors shall have the
following powers, to wit:
First: To conduct, manage and control the affairs and
business of the corporation and to make such rules and
regulations therefor, not
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inconsistent with law or with the articles of incorporation or
with the by-laws, as they may deem best;
Second: To elect and remove at pleasure the officers, agents
and employees of the corporation, prescribe their duties and fix
their compensation;
Third: To authorize the issue of shares of stock of the
corporation from time to time upon such terms as may be lawful;
Fourth: To borrow money and incur indebtedness for the
purposes of the corporation and to cause to be executed and
delivered therefor, in the corporate name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations or other evidences of debt and securities
therefor; and
Fifth: To alter, repeal or amend, from time to timer, and at
any time, these by-laws and any and all amendments of the same,
and from time to time, and at any time, to make and adopt such
new and additional by-laws as may be necessary and proper,
subject to the power of the shareholders to adopt, amend or
repeal such by-laws, or to revoke the delegation of authority of
the directors, as provided by law or by Article VI of these by-
laws.
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Section 2. The authorized number of directors shall be one (1).
Section 3. The directors shall be elected at each annual meeting of
shareholders, but if any such annual meeting is not held or the directors are
not elected thereat, the directors nay be elected at any special meeting of
shareholders held for that purpose. Each director, including a director elected
to fill a vacancy, shall hold office until his successor is elected, except as
otherwise provided by statute.
Section 4. Vacancies in the board of directors, except for a vacancy
created by the removal of a director, may be filled by a majority of the
directors then in office, whether or not less than a quorum, or by a sole
remaining director.
ARTICLE IV
Meetings of Directors
Section 1. Regular meetings of the board of directors shall be held
at any place within or without the State of California that has been designated
from time to time by the board of directors. In the absence of such
designation, regular meetings shall be held at the principal executive office of
the corporation, except as provided in
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Section 2. Special meetings of the board of directors may be held at any place
within or without the State of California which has been designated in the
notice of the meeting, or, if not designated in the notice or if there is no
notice, at the principal executive office of the corporation.
Section 2. Immediately following each annual meeting of the
shareholders there shall be a regular meeting of the board of directors of the
corporation at the place of said annual meeting or at such other place as shall
have been designated by the board of directors for the purpose of organization,
election of officers and the transaction of other business. Other regular
meetings of the board of directors shall be held without call on such date and
time as may be fixed by the board of directors; provided, however, that should
any such day fall on a legal holiday, then said meeting shall be held at the
sane time on the next business day thereafter ensuing which is not a legal
holiday. Notice of regular meetings of the directors is hereby dispensed with
and no notice whatever of any such meeting need be given, provided that notice
of any change in the time or place of regular meetings shall be given to all of
the directors in the same manner as notice for special meetings of the board of
directors.
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Section 3. Special meetings of the board of directors for any purpose
or purposes may be called at any time by the chairman of the board or president
or, if both the chairman of the board and the president are absent or are unable
or refuse to act, by any vice president or by any two directors. Notice of the
time and place of special meetings shall be delivered personally or by
telephone to each director, or sent by first-class mail or telegram or facsimile
transmission, charges prepaid, addressed to him at his address as it appears
upon the records of the corporation or, if it is not so shown on the records and
is not readily ascertainable, at the place at which the meetings of the
directors are regularly held. In case such notice is mailed, it shall be
deposited in the United States mail at least four (4) days prior to the time of
the holding of the meeting. In case such notice is telegraphed or sent by
facsimile transmission, it shall be delivered to a common carrier for
transmission to the director or actually transmitted by the person giving the
notice by electronic means to the director at least forty-eight (48) hours prior
to the time of the holding of the meeting. In case such notice is delivered
personally or by telephone as above provided, it shall be so delivered at least
twenty-four (24) hours prior to the time of the holding of the meeting. Any
notice given personally or by telephone may be communicated to either the
director or to a person at the
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office of the director whom the person giving the notice has reason to believe
will promptly communicate it to the director. Such deposit in the mail,
delivery to a common carrier, transmission by electronic means or delivery,
personally or by telephone, as above provided, shall be due, legal and personal
notice to such directors. The notice need not specify the place of the meeting
if the meeting is to be held at the principal executive office of the
corporation, and need not specify the purpose of the meeting.
Section 4. Presence of a majority of the authorized number of
directors at a meeting of the board of directors constitutes a quorum for the
transaction of business, except as hereinafter provided. Members of the board
may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors,
provided that any action taken is approved by at least a majority of the
required quorum for such meeting. A majority of the directors present, whether
or not a quorum is present, may adjourn any meeting to another time and place.
If the meeting is adjourned for more than twenty-four (24) hours, notice of any
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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 5. Notice of a meeting need not be given to any director who
signs a waiver of notice or consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice to
such 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 6. Any action required or permitted to be taken by the board
of directors may be taken without a meeting if all members of the board shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
board. Such action by written consent shall have the same force and effect as a
unanimous vote of such directors.
Section 7. The provisions of this Article IV shall also apply, with
necessary changes in points of detail, to committees of the board of directors,
if any, and to actions by such committees (except for the first sentence of
Section 2 of Article IV, which shall not apply, and
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except that special meetings of a committee may also be called at any time by
any two members of the committee), unless otherwise provided by these by-laws or
by the resolution of the board of directors designating such committees. For
such purpose, references to "the board" or "the board of directors" shall be
deemed to refer to each such committee and references to "directors", or
"members of the board" shall be deemed to refer to members of the committee.
Committees of the board of directors may be designated, and shall be subject to
the limitations on their authority, as provided in Section 311 of the General
Corporation Law. The appointment of members or alternate members of a committee
requires the vote of a majority of the authorized number of directors.
ARTICLE V
Officers
Section 1. The officers of the corporation shall be a chairman of the
board or a president, or both, a secretary, and a treasurer, who shall also be
the chief financial officer of the corporation. The corporation may also have,
at the discretion of the board of directors, one or more vice presidents, one or
more assistant secretaries, one or more assistant treasurers, and such other
officers as may be designated from time to time by the board of directors. Any
number of offices may be held by the same person.
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The officers shall be elected by the board of directors and shall hold office at
the pleasure of such board.
Chairman of the Board
Section 2. The chairman of the board, if there be such officer,
shall, if present, preside at all meetings of the board of directors and
exercise and perform such other powers and duties as may be from time to time
assigned to him by the board of directors or prescribed by the by-laws. If there
is not a president, the chairman of the board shall, in addition, be the general
manager and chief executive officer of the corporation and shall have the powers
and duties prescribed in Section 3 of Article V of these by-laws.
President
Section 3. Subject to such powers and duties, if any, as may be
prescribed by these by-laws or the board of directors for the chairman of the
board, if there be such officer, the president shall be the general manager and
chief executive officer of the corporation and shall, subject to the control of
the board of directors, have general supervision, direction and control of the
business and officers of the corporation. He shall preside at all meetings of
the shareholders and, in the absence of the chairman of the board, or if there
be none, at all meetings of the board of directors. He shall have all of the
powers and
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shall perform all of the duties which are ordinarily inherent in the office of
the president, and he shall have such further powers and shall perform such
further duties as may be prescribed for him by the board of directors.
Vice Presidents
Section 4. In the absence or disability or refusal to act 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 president or
the board of directors, shall perform all of 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 of directors or the by-laws.
Secretary
Section 5. The secretary shall keep or cause to be kept at the
principal executive office of the corporation or such other place as the board
of directors way order, a book of minutes of all proceedings of the
shareholders, the board of directors and committees of the board, with the time
arid place of holding, whether regular or special, and if special how
authorized, the notice thereof given, the names of those present at directors'
and committee meetings,
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and the number of shares present or represented at shareholders' meetings. The
secretary shall keep or cause to be kept at the principal executive office or at
the office of the corporation's transfer agent a record of shareholders or a
duplicate record of shareholders showing the names of the shareholders and their
addresses, the number of shares and classes of shares held by each, the number
and date of certificates issued for the same and the number and date of
cancellation of every certificate surrendered for cancellation. The secretary
or an assistant secretary, or, if they are absent or unable or refuse to act,
any other officer of the corporation, shall give or cause to be given notice of
all the meetings of the shareholders, the board of directors and committees of
the board required by the by-laws or by law to be given, and he shall keep the
seal of the corporation, if any, in safe custody and shall have such other
powers and perform such other duties as may be prescribed by the board of
directors or by the by-laws
Section 6. It shall be the duty of the assistant secretaries to
assist the secretary in the performance of his duties and generally to perform
such other duties as may be delegated to them by the board of directors.
Treasurer
Section 7. The treasurer shall be the chief financial officer of the
corporation and shall keep and
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maintain, or cause to be kept and maintained, adequate and correct books and
records of account of the corporation. He shall receive and deposit all moneys
and other valuables belonging to the corporation in the name and to the credit
of the corporation and shall disburse the same only in such manner as the board
of directors or the appropriate officers of the corporation may from time to
time determine, shall render to the president and the board of directors,
whenever they request it, an account of all his transactions as treasurer and of
the financial condition of the corporation, and shall perform such further
duties as the board of directors may require.
Section 8. It shall be the duty of the assistant treasurers to assist
the treasurer in the performance of his duties and generally to perform such
other duties as may be delegated to them by the board of directors.
ARTICLE VI
Amendments
Section 1. New by-laws nay be adopted or these by-laws may be amended
or repealed by the affirmative vote or written consent of a majority of the
outstanding sharers entitled to vote, except as otherwise provided by law or by
the articles of incorporation or these by-laws.
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Section 2. Subject to the right of shareholders as provided in
Section 1 of this Article to adopt, amend or repeal by-laws, and except as
otherwise provided by law or by the articles of incorporation, by-laws, other
than a bylaw or amendment thereof changing the authorized number of directors,
may be adopted, amended or repealed by the board of directors.
ARTICLE VII
Annual Report
Section 1. So long as the corporation shall have fewer than one
hundred (100) shareholders of record (determined as provided in Section 605 of
the General Corporation Law of the State of California), the requirement of
Section 1501 of said law that an annual report be sent to the shareholders is
expressly waived.
Section 2. Notwithstanding Section 1 of this Article VII, the
corporation shall, upon the written request of any shareholder made more than
one hundred twenty (120) days after the close of a fiscal year, deliver or mail
to such shareholder the financial statements required by Section 1501(a) of the
General Corporation Law.
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CERTIFICATE OF SECRETARY
I, the undersigned, hereby certify:
1. That I am the duly elected, acting and qualified Secretary of New
ANI, Inc., a California corporation; and
2. That the foregoing by-laws, comprising 17 pages, constitute the
by-laws of such corporation as duly adopted by action of the Incorporator of the
corporation duly taken on March 19, 1980.
Date: April 2, 1980. _______________________________
Secretary
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