AMENDED AND RESTATED
BYLAWS
OF
CHICAGO PIZZA & BREWERY, INC.
(A CALIFORNIA CORPORATION)
I. ARTICLE
OFFICES
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A. Section. Principal Offices. The board of direc-tors shall fix
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the location of the principal executive office of the corporation at any place
within or outside the State of Cali-fornia. If the principal executive office
is located outside this state, and the corporation has one or more business
offices in this state, the board of directors shall fix and designate a
principal business office in the State of California.
A. Section. Other Offices. The board of directors may establish
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other business offices at any place or places where the corporation is
qualified to do business.
I. ARTICLE
MEETING OF SHAREHOLDERS
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A. Section. Place of Meetings. Meetings of share-holders shall be
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held at any place within or outside the State of Cali-fornia designated by the
board of directors. In the absence of any such designation, shareholders'
meet-ings shall be held at the principal executive office of the corporation.
A. Section. Annual Meeting. Annual meetings of the shareholders of
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the Corporation for the purpose of electing directors and for the transaction
of such other proper business as may come before such meetings shall be held
at such place, time and date as the Board shall determine by resolution.
A. Section. Special Meeting. A special meeting of the shareholders
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may be called at any time by (i) the board of direc-tors, (ii) the chairman of
the board, (iii) the president or (iv) one or more shareholders holding shares
in the aggregate entitled to cast not less than ten percent (10%) of the votes
at that meeting.
If a special meeting is called by any person or persons other than the
board of directors, the request shall be in writing, specifying the time of
such meeting and the general nature of the business proposed to be transacted.
Such request shall be delivered personally, sent by regis-tered mail, or sent
by telegraphic or other facsimile trans-mission to the chairman of the board,
the president, any vice president or the secretary of the corporation. The
officer receiving the request shall cause notice to be promptly given to the
shareholders entitled to vote (in accordance with the provisions of Sections 4
and 5 of this Article II) that a meeting will be held at the time requested by
the person or persons calling the meeting, not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request. If the notice is
not given within twenty (20) days after receipt of the request, the person or
persons requesting the meeting may give the notice. Nothing contained in this
para-graph of this Section 3 shall be construed as limiting, fixing or
affecting the time when a meeting of shareholders called by action of the
board of directors may be held.
A. Section. Notice of Shareholders' Meetings. All notices of
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meetings of shareholders shall be sent or other-wise given in accordance with
Section 5 of this Article II not less than ten (10) (or, if sent by third
class mail, thirty (30)) days, nor more than sixty (60) days before the date
of the meet-ing. The notice shall specify the place, date and hour of the
meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted, or (ii) in the case of the annual meeting, those
matters which the board of directors, at the time of giving the notice,
intends to present for action by shareholders. The notice of any meeting at
which directors are to be elected shall include the name of any nominee or
nomi-nees whom, at the time of the notice, the board of directors intends to
present for election.
If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pur-suant to Section 310 of the Corporations Code of California,
(ii) an amendment of the articles of incorporation, pursuant to Section 902 of
that Code, (iii) a reorganization of the corporation, pursuant to Sec-tion
1201 of that Code, (iv) a voluntary dissolution of the cor-poration, pursuant
to Section 1900 of that Code, or (v) a distribution in dissolu-tion other than
in accordance with the rights of outstanding preferred shares, pursuant to
Section 2007 of that Code, the notice shall also state the general nature of
that proposal.
A. Section. Manner of Giving Notice; Affidavit of Notice. Notice of
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any meeting of shareholders shall be given either (i) personally, (ii) by
first-class mail, (iii) in the case of a corporation with outstanding shares
held of record by one hundred (100) or more persons (determined as provided in
Section 605 of the Corporations Code) on the record date for the shareholders'
meeting, by third-class mail or (iv) by any other means of written
communication. Such notice shall be addressed to each shareholder at the
address of that shareholder appearing on the books of the corporation or given
to the corporation by that shareholder for the purpose of notice. If no such
address appears on the corporation's books or is given, notice shall be deemed
to have been given if sent to that shareholder by first-class mail or by
telegraphic or other written communication to the corporation's principal
executive office, or if pub-lished at least once in a newspaper of general
circulation in the county where that office is located. Notice shall be
deemed to have been given at the time when delivered person-ally, deposited in
the mail, or sent by telegram or other means of written communi-cation.
If any notice addressed to a shareholder at the address of that
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 una-ble to deliver the notice to the
shareholder at that address, all future notices or reports shall be deemed to
have been duly given (without further mailing) if they are available to the
share-holder on 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.
An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be exe-cuted by the secretary, assistant secretary
or any transfer agent of the cor-poration giving the notice, and shall be
filed and maintained in the minute book of the corporation.
A. Section. Quorum. The presence in person or by proxy of the
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holders of a majority of the shares entitled to vote at any meeting of
shareholders 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 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 at least a majority of the
shares required to constitute a quorum.
A. Section. Adjourned Meeting; Notice. Any share-holders' meeting,
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annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of a majority of the shares represented at that
meeting, either in person or by proxy, but in the absence of a quorum, no
other business may be transacted at that meeting, except as provided in
Section 6 of this Article II.
When any meeting of shareholders, either annual or special, is adjourned
to another time or place, notice need not be given of the adjourned meeting if
the time and place are announced at a meeting at which the adjournment is
taken, unless a new record date for the adjourned meeting is fixed, or unless
the adjournment is for more than forty-five (45) days from the date set for
the original meeting, in which case the board of directors shall set a new
record date. Notice of any such adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Sections 4 and 5 of this Article II. At any adjourned
meet-ing the corporation may transact any business which might have been
transacted at the original meeting.
A. Section. Voting. The shareholders entitled to vote at any
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meeting of shareholders shall be determined in accordance with the provisions
of Section 11 of this Article II, subject to the provisions of Sections 702 to
704, inclusive, of the Cali-fornia Corporations Code (relating to voting
shares held by a fiduciary, in the name of a corpora-tion or in joint
ownership). The shareholders' vote may be by voice vote or by ballot;
pro-vided, however, that any election for directors must be by ballot if
demanded by any shareholder before the voting has begun. On any matter other
than election of directors, any shareholder may vote part of the shares in
favor of the proposal and refrain from voting the remaining shares or vote
them against the pro-posal, but, if the shareholder fails to specify the
number of shares which the shareholder is voting affirmatively, it will be
conclu-sively presumed that the shareholder's approving vote is with respect
to all shares that the share-holder is entitled to vote. If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on any matter (other than the election of
directors) shall be the act of the shareholders, unless the vote of a greater
number or voting by classes is required by California General Corporation Law
or by the articles of incorporation.
At a shareholders' meeting at which directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e., cast for any one (1) or
more candidates a num-ber of votes greater than the number of the
shareholder's shares) unless the candidates' names have been placed in
nomination prior to commencement of the voting and a share-holder has given
notice prior to commencement of the voting of the shareholder's inten-tion to
cumulate votes. If any shareholder has given such a notice, then every
shareholder entitled to vote may cumulate votes for candidates in nomina-tion
and give one (1) candidate a number of votes equal to the number of directors
to be elected multiplied by the number of votes to which that shareholder's
shares are entitled, or distribute the shareholder's votes on the same
principle among any or all of the candidates, as the share-holder deems fit.
The candidates receiving the highest number of votes, up to the number of
directors to be elected, shall be elected.
A. Section. Waiver of Notice or Consent by Absent Share-holders.
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The transactions of any meeting of share-holders, either annual or special,
however called and noticed, and wherever held, shall be as valid as though a
meeting had been duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or after the
meeting, each person entitled to vote, who was not present in person or by
proxy, signs a written waiver of notice or a consent to the hold-ing of the
meeting, or an approval of the minutes. The waiver of notice or consent need
not specify either the business to be transacted or the purpose of any annual
or special meeting of shareholders, except that if action is taken or proposed
to be taken for approval of any of those matters specified in the second
paragraph of Section 4 of this Article II, the waiver of notice or consent
shall state the general nature of the pro-posal. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Attendance by a person at a meeting shall also con-sti-tute a waiver of
notice of and presence at that 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
not included in the notice of the meeting if that objec-tion is expressly made
at the meeting.
A. Section. Shareholder Action By Written Consent Without Meeting.
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Any action which may be taken at any annual or special meeting of shareholders
may be taken with-out a meeting and with-out prior notice, if a consent in
writing is prepared, setting forth the action so taken, signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at which all
shares entitled to vote on that action were present and voted. In the case of
election of directors, such a consent shall be effective only if signed by the
holders of all out-stand-ing shares entitled to vote for the election of
direc-tors; provided, however, that a director may be elected at any time to
fill a vacancy on the board of directors that has not been filled by the
directors, by the written consent of the holders of a majority of the
outstanding shares entitled to vote for the elec-tion of directors. All such
consents shall be filed with the secretary of the corpora-tion and shall be
maintained in the cor-porate records. Any shareholder giving a written
consent, or the shareholder's proxy holder(s), or a transferee of the shares,
or a per-sonal representative of the shareholder or their respective proxy
holder(s), may revoke the consent by a writing received by the secretary of
the corporation before written consents of the number of shares required to
authorize the proposed action have been filed with the secretary.
If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unani-mous written consent of all such
shareholders shall not have been received, the secretary shall give prompt
notice of the corporate action approved by the shareholders without a meeting.
This notice shall be given in the manner specified in Section 5 of this
Article II. In the case of approval of (i) contracts or trans-actions in
which a director has a direct or indirect financial interest, pursuant to
Section 310 of the Corporations Code of California, (ii) indemnifi-cation of
agents of the corporation, pursuant to Section 317 of that Code, (iii) a
reorganization of the corporation, pursuant to Section 1201 of that Code, or
(iv) a distribu-tion in dissolution other than in accordance with the rights
of outstanding preferred shares, pursuant to Section 2007 of that Code, the
notice shall be given at least ten (10) days before the consummation of any
action authorized by that approval.
A. Section. Record Date for Shareholder Notice, Voting and Giving
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Consents. For purposes of determining the share-holders entitled to notice of
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any meeting or to vote or entitled to give consent to corporate action without
a meet-ing, the board of directors may fix, in advance, a record date, which
shall not be more than sixty (60) days nor less than ten (10) days before the
date of any such meeting nor more than sixty (60) days before any such action
without a meeting, and in this event only share-holders of record on the date
so fixed are entitled to notice and to vote or to give consents, as the case
may be, notwithstand-ing any transfer of any shares after the record date,
except as otherwise required by law.
If the board of directors does not so fix a record date:
1. The record date for determining share-holders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next pre-ceding 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.
2. The record date for determining share-holders entitled to
give consent to cor-porate action in writing without a meeting, (i) when no
prior action by the board has been taken, shall be the day on which the first
written consent is given, or (ii) when prior action of the board has been
taken, shall be at the close of business on the day on which the board adopts
the resolution relating to that action, or the sixtieth (60th) day before the
date of such other action, which-ever is later.
A. Section. Proxies. Every person entitled to vote for directors or
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on any other matter shall have the right to do so either in person or by one
(1) or more agents authorized by a written proxy signed by the person and
filed with the secretary of the corporation. A proxy shall be deemed signed
if the share-holder's name is placed on the proxy (whether by manual
signa-ture, typewriting, telegraphic transmission or otherwise) by the
shareholder or the share-holder's attorney in fact. A validly executed proxy
which does not state that it is irrevocable shall continue in full force and
effect unless (i) revoked by the person executing it, before the vote pursuant
to that proxy, by a writing delivered to the corporation stating that the
proxy is revoked, or by a subsequent proxy executed by, or attendance at the
meeting and voting in person by, the person executing the proxy; or (ii)
written notice of the death or incapacity of the maker of that proxy is
received by the corporation before the vote pursuant to that proxy is counted;
provided, however, that no proxy shall be valid after the expiration of eleven
(11) months from the date of the proxy, unless otherwise provided in the
proxy. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Sections 705(e) and 705(f)
of the Corporations Code of Cali-fornia.
A. Section. Inspectors of Election. Before any meeting of
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shareholders, the board of directors may appoint any persons (other than
nominees for office) to act as inspectors of election at the meeting or its
adjournment. If no inspectors of election are so appointed, the chairman of
the meeting may, and on the request of any shareholder or shareholder's proxy
shall, appoint inspectors of election at the meeting. The number of
inspectors shall be either one (1) or three (3). If inspectors are appointed
at a meeting on the request of one (1) or more share-holders or proxies, the
holders of a majority of shares or their proxies present at the meeting shall
determine whether one (1) or three (3) inspectors are to be appointed. If any
person appointed as inspector fails to appear or fails or refuses to act, the
chairman of the meeting may, and upon the request of any shareholder or a
shareholder's proxy shall, appoint a person to fill that vacancy.
These inspectors shall:
1. Determine the number of shares out-standing and the voting
power of each, the shares represented at the meeting, the exis-tence of a
quorum and the authenticity, validity and effect of proxies;
1. Receive votes, ballots or consents;
1. Hear and determine all challenges and questions in any way
arising in connection with the right to vote;
1. Count and tabulate all votes or con-sents;
1. Determine when the polls shall close;
1. Determine the result; and
1. Do any other acts that may be proper to conduct the election
or vote with fairness to all shareholders.
I. ARTICLE
DIRECTORS
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A. Section. Powers. Subject to the provisions of the California
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General Corporation Law and any limitations in the articles of incorporation
and these Bylaws relating to action required to be approved by the
shareholders or by the outstanding shares, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the board of directors.
A. Section Number and Qualification of Directors. The number of
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directors of the corporation shall not be less than five (5) nor more than
nine (9). The exact number of directors shall be seven (7) until changed,
within the limits specified above, by a resolution amending this Section 2,
duly adopted by the board of directors or by the shareholders. The indefinite
number of directors may be changed, or a definite number fixed without
provision for an indefinite number, by a duly adopted amendment to the
articles of incorporation or by an amendment to this bylaw duly adopted by the
vote or written con-sent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that an amendment reducing the number or
the minimum number of directors to a number less than five (5) cannot be
adopted if the votes cast against its adoption at a meeting of the
shareholders, or the shares not consenting in the case of action by written
consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of
the outstanding shares entitled to vote. No amendment may change the stated
maximum number of authorized directors to a number greater than two (2) times
the stated minimum number of directors minus one (1).
A. Section. Election and Term of Office of Directors. Directors
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shall be elected at each annual meeting of the share-holders to hold office
until the next annual meeting. Each director, including a director elected to
fill a vacancy, shall hold office until the expiration of the term for which
elected and until a successor has been elected and qualified.
A. Section. Vacancies. Vacancies in the board of direc-tors may be
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filled by a majority of the remaining directors, though less than a quorum, or
by a sole remaining director, except that a vacancy created by the removal of
a director by the vote or written consent of the shareholders or by court
order may be filled only by the vote of a majority of the shares entitled to
vote represented at a duly held meeting at which a quorum is present, or by
the written consent of holders of a majority of the outstanding shares
entitled to vote. Each director so elected shall hold office until the next
annual meeting of the share-holders and until a successor has been elected and
quali-fied.
A vacancy or vacancies in the board of directors shall be deemed to exist
(i) in the event of the death, resignation or removal of any director, (ii) if
the board of directors by reso-lution declares vacant the office of a director
who has been declared of unsound mind by an order of court or convicted of a
felony, (iii) if the authorized number of directors is increased, or (iv) if
the share-holders fail, at any meeting of shareholders at which any director
or directors are elected, to elect the number of directors to be voted for at
that meeting.
The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such election by
written consent (other than to fill a vacancy created by removal) shall
require 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, the president, the secretary or the board of directors,
unless the notice specifies a later time for that resignation to become
effec-tive. If the resigna-tion of a director is effective at a future time,
the board of directors may elect a successor to take office when the
resigna-tion becomes effective.
No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires.
A. Section. Place of Meetings and Meetings by Tele-phone. Regular
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meetings of the board of directors may be held at any place within or outside
the State of California that has been designated from time to time by
resolution of the board. In the absence of such designa-tion, regular
meetings shall be held at the principal executive office of the corporation.
Special meet-ings of the board may be held at any place within or outside the
State of California that has been designated in the notice of meeting or, if
not stated in the notice or if there is no notice, at the prin-cipal executive
office of the corporation. Any meet-ing, regular or special, may be held by
conference telephone or similar communication equipment, so long as all
directors par-ticipating in the meeting can hear one another, and all such
directors shall be deemed to be present in person at the meeting.
A. Section. Annual Meeting. Immediately following each annual
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meeting of shareholders, the board of directors shall hold a regular meeting
for the purpose of organiza-tion, any desired election of officers and the
transaction of other business. Notice of this meeting shall not be required.
A. Section. Other Regular Meetings. Other regular meet-ings of the
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board of directors shall be held without call at such time as shall, from time
to time, be fixed by the board of direc-tors. Such regular meeting may be
held without notice.
A. Section. Special Meetings. Special meetings of the board of
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directors for any purpose or purposes shall be called at any time by the
chairman of the board, the president, any vice president, the secretary or any
two (2) 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, charges prepaid, addressed to each director at that director's
address as it is shown on the records of the corporation. In case the notice
is mailed, it shall be deposited in the United States mail at least four (4)
days before the time of the holding of the meeting. In case the notice is
delivered personally or by telephone to the telegraph company, it shall be
received at least forty-eight (48) hours before the time of the holding of the
meeting. Any oral notice given personally or by telephone may be communicated
either to the director or to a person at the office of the director who the
person giving the notice has reason to believe will promptly communicate it to
the director. The notice need not specify the purpose of the meeting or the
place if the meeting is to be held at the principal executive office of the
corporation.
A. Section. Quorum. A majority of the authorized number of
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directors shall constitute a quorum for the trans-action of business, except
to adjourn as provided in Section 11 of this Article III. Every act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the board of
directors, subject to the provisions of Section 310 of the California
Corporations Code (as to approval of contracts or transactions in which a
director has a direct or indirect material financial interest), Section 311 of
that Code (as to appointment of commit-tees), and Section 317(e) of that Code
(as to indemnification of directors). 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 that meeting.
A. Section. Waiver of Notice. The transactions of any meeting of
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the board of directors, however called and noticed or wherever held, shall be
as valid as 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 meet-ing or
an approval of the minutes. The waiver of notice or consent need not specify
the purpose of the meeting. All such waivers, consents and approvals shall be
filed with the corporate records or made a part of the minutes of the meeting.
Notice of a meeting shall also be deemed given to any director who attends the
meeting without protesting before or at its commencement, the lack of notice
to that director.
A. Section. Adjournment. A majority of the direc-tors present,
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whether or not constituting a quorum, may adjourn any meeting to another time
and place.
A. Section. Notice of Adjournment. Notice of the time and place of
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holding an adjourned meeting need not be given, unless the meeting is
adjourned for more than twenty-four (24) hours, in which case notice of the
time and place shall be given before the time of the adjourned meeting, in the
manner specified in Section 8 of this Article III, to the directors who were
not present at the time of the adjournment.
A. Section. Action Without Meeting. Any action required or
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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 that action. Such action by written consent shall have
the same force and effect as a unanimous vote of the board of directors. Such
written consent or consents shall be filed with the minutes of the proceedings
of the board.
A. Section. Fees and Compensation of Directors. Subject to any
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limitations imposed by law, directors and members of com-mittees may receive
such compensation, if any, for their ser-vices, and such reimbursement of
expenses, as may be fixed or determined by resolution of the board. This
Section 14 shall not be construed to preclude any director from serving the
corpora-tion in any other capacity as an officer, agent, employee or
otherwise, and receiving addi-tional compensation for those services.
I. ARTICLE
COMMITTEES
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A. Section. Committees of Directors. The board of direc-tors may,
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by resolution adopted by a majority of the authorized number of directors,
designate one (1) or more committees, each consisting of two (2) or more
directors, to serve at the pleasure of the board. The board may designate one
(1) or more directors as alternate members of any committee who may replace
any absent member at any meeting of the committee. Any committee, to the
extent provided in the resolution of the board, shall have all the authority
of the board, except with respect to:
1. the approval of any action which (i) under the General
Corporation Law of Cali-fornia, also requires share-holders' approval or
approval of the outstanding shares, or (ii) under other applicable law,
requires approval by the share-holders;
1. the filling of vacancies on the board of directors or in any
committee;
1. the fixing of compensation of the directors for serving on
the board or on any com-mittee;
1. the amendment or repeal of bylaws or the adoption of new
bylaws;
1. the amendment or repeal of any reso-lu-tion of the board of
directors which by its express terms is not so amendable or repealable;
1. a distribution to the shareholders of the corpora-tion,
except at a rate or in a peri-odic amount or within a price range deter-mined
by the board of directors; or
2. the appointment of any other commit-tees of the board of
directors or the members of these committees.
A. Section. Meetings and Action of Committees. Meetings and action
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of committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these bylaws, Sections 5 (place of meeting), 7
(regu-lar meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver
of notice), 11 (adjournment), 12 (notice of adjournment) and 13 (action
with-out meeting), with such changes in context of those bylaws as are
neces-sary to sub-stitute the committee and its members for the board of
directors and its members, except that the time of regu-lar meetings of
committees may be determined either by reso-lu-tion of the board of directors
or by resolution of the com-mittee; special meetings of committees may also be
called by resolution of the board of directors; and notice of special
meet-ings of committees shall also be given to all alternate members, who
shall have the right to attend all meetings of the commit-tee. The board of
directors may adopt rules for the government of any committee not inconsistent
with the provisions of these bylaws.
I. ARTICLE
OFFICERS
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A. Section. Officers. The officers of the corpora-tion shall be a
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chief executive officer, a president, a secretary and a chief financial
officer. The corporation may also have, at the discretion of the board of
directors, a chairman of the board, one (1) or more vice presidents, one (1)
or more assistant secretar-ies, one (1) or more assistant treasurers and such
other officers as may be appointed in accordance with the pro-visions of
Section 3 of this Article V. Any number of offices may be held by the same
person.
A. Section. Election of Officers. The officers of the corporation,
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except such officers as may be appointed in accor-dance with the provisions of
Section 3 or Section 5 of this Article V, shall be chosen by the board of
directors, and each shall serve at the pleasure of the board, subject to the
rights, if any, of an officer under any contract of employment.
A. Section. Subordinate Officers. The board of directors may
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appoint, and may empower the chief executive officer to appoint, such other
officers as the business of the corpora-tion may require, each of whom shall
hold office for such period, have such authority and perform such duties as
are provided in the bylaws or as the board of directors may from time to time
determine.
A. Section. Removal and Resignation of Officers. Subject to the
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rights, if any, of an officer under any con-tract of employment, any officer
may be removed, either with or without cause, by the board of directors, at
any regular or special meet-ing of the board, or by any officer upon whom such
power of removal may be conferred by the board of directors.
Any officer may resign at any time by giving writ-ten notice to the
corporation. Any such resignation shall take effect at the date of the
receipt of that notice or at any later time specified in that notice; and,
unless other-wise specified in that notice, the acceptance of the
resig-na-tion shall not be necessary to make it effective. Any resignation is
without prejudice to the rights, if any, of the corporation under any contract
to which the officer is a party.
A. Section. Vacancies in Office. A vacancy in any office because of
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death, resignation, removal, disqualifica-tion or any other cause shall be
filled in the manner pre-scribed in these bylaws for regular appointments to
that office.
A. Section. Chairman of the Board. The chairman of the board, if
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such an officer is elected, shall, if present, preside at meetings of the
board of directors and exercise and perform such other powers and duties as
may be from time to time assigned to such officer by the board of directors or
pre-scribed by the bylaws.
A. Section. Chief Executive Officer. The chief executive officer,
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if such an officer is elected, shall, in the absence of a chairman of the
board of directors, preside at 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 bylaws. If there is no
president, or chairman of the board, the chief executive officer shall in
addition have the powers and duties prescribed in Section 8 of this Article V.
A. Section. President. Subject to such supervisory powers, if any,
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as may be given by the board of directors to the chairman of the board, if
there is such an officer, the president shall be subject to the control of the
board of directors, have general supervision, direction and control of the
business and affairs of the corporation. The presi-dent shall preside at all
meetings of the shareholders and, in the absence of the chairman of the board,
or if there is none, at all meetings of the board of directors. He shall be
ex-officio a member of all the stand-ing committees, including the executive
committee, if any, and 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 by the board of directors or
the bylaws.
A. Section. Vice President. In the absence or disability of the
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president, the vice presidents, if any, in order of their rank as fixed by the
board of directors or, if not ranked, a 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 sub-ject 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 pre-scribed for them
respectively by the board of directors or the bylaws, and the president or the
chairman of the board.
A. Section. Secretary. The secretary shall keep or cause to be
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kept, at the principal executive office or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors and shareholders, with the time and place
of holding, whether regular or special, and, if special, how authorized, the
notice given, the names of those present at directors' meetings, the number of
shares present or repre-sented at shareholders' meetings and the proceedings.
The secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the cor-poration's transfer agent or registrar, as
determined by res-olution of the board of directors, a share register, or a
duplicate share register, showing the names of all share-holders 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.
The secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the board of directors required by the
bylaws to be given. The secretary shall keep the seal of the corporation, if
one is adopted, 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
bylaws.
A. Section. Chief Financial Officer. The chief financial officer
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shall keep and maintain, or cause to be kept and main-tained, adequate and
correct books and records of accounts of the properties and business
transactions of the corporation, includ-ing accounts of its assets,
liabili-ties, 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 monies and other valuables
in the name and to the credit of the corporation with such depositories as may
be designated by 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
chief executive officer or presi-dent and directors, upon request, an account
of all of his trans-actions as chief financial officer and of the financial
condition of the corporation, and shall have such other powers and perform
such other duties as may be prescribed by the board of directors or the
bylaws.
I. ARTICLE
INDEMNIFICATION OF DIRECTORS, OFFICERS,
---------------------------------------
EMPLOYEES AND OTHER AGENTS
--------------------------
A. Section. Definitions. For the purposes of this Article, the
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following terms have the following meaning:
1. "agent" means any person who is or was a director, officer,
employee, trustee or other agent of this corporation, or that, being or having
been such a director, officer, employee, trustee or other agent, he or she is
or was serving at the request of this corpora-tion as a director, officer,
employee, trustee or agent of another foreign or domestic corpo-ration,
part-nership, joint venture, trust or other enter-prise, or was a director,
officer, employee or agent of a foreign or domestic corporation which was a
predecessor cor-pora-tion of this corpora-tion or of another enter-prise at
the request of such predecessor corpora-tion;
1. "proceeding" means any threatened, pending or completed
action, proceeding or investigation, whether civil, criminal or
administrative;
1. "expenses" include, without limi-tation, attorneys' fees and
any expenses of establishing a right to indemnification under Section 5 of
this Article;
1. references to "the corporation" include all con-stituent
corporations absorbed in a consolidation or merger as well as the resulting or
surviving corporation, so that any person who is or was a director, officer,
employee, trustee, or other agent of such a con-stituent corporation or who,
being or having been such a director, officer, employee, trustee, or other
agent, is or was serving at the request of such constituent cor-poration as a
director, officer, employee, trustee or other agent of another corporation as
a director, officer, employee, trustee or other agent of another corporation,
partner-ship, joint venture, trust or other enterprise shall stand in the same
posi-tion under the provisions of this Article with respect to the resulting
or surviving corporation as such person would if he or she had served the
resulting or surviving corporation in the same capacity;
1. references to "other enterprise" shall include employee
benefit plans;
1. references to "fines" shall include any excise taxes assessed
on a person with respect to any employee benefit plan; and
1. references to "serving at the request of the cor-pora-tion"
shall include any service by an agent of the corpora-tion as director,
officer, employee, trustee or agent of the corporation which imposes duties
on, or involves services by, such agent with respect to any employee benefit
plan, its partici-pants, or beneficiaries; and a person who acted in good
faith and in a manner he or she reasonably believed to be in the interest of
the partici-pants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Article.
A. Section. Action, Etc. Other Than by or in the Right of the
------- -------------------------------------------------
Cor-por-a-tion. This corporation shall indemnify any person who was or is a
--------
party or is threatened to be made a party to any proceeding, whether external
or internal to this corporation (other than a judicial action or suit brought
by or in the right of the Corporation), by rea-son of the fact that such
person is or was an agent of this corpo-ration, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred by him
or her in con-nec-tion with such proceeding, or any appeal therein, if such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best inter-ests of this corporation, and with respect
to any crimi-nal action or proceeding, had no reasonable cause to believe such
con-duct was unlawful. The termination of any pro-ceeding -- whether by
judgment, order, settlement, con-vic-tion, or upon a plea of nolo contendere
---- ----------
or its equivalent -- shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of this corporation,
and, with respect to any criminal action or proceeding, that such per-son had
reason-able cause to believe that his or her conduct was unlawful.
A. Section. Actions, Etc. by or in the Right of the Corporation.
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This cor-poration shall indemnify any person who was or is a party, or is
threatened to be made a party, to any pro-ceeding by or in the right of this
cor-poration to procure a judg-ment in its favor because that person is or was
an agent of this corporation, against expenses actually and reasonably
incurred by that person in connection with the defense, settlement or appeal
of that action if that person acted in good faith and in a manner he or she
reason-ably believed to be in or not opposed to the best interests of the
Corporation. No indemnification shall be made under this Section 3 in respect
of any claim, issue or matter as to which that person shall have been adjudged
to be liable for gross negligence or willful misconduct in the perfor-mance of
that person's duty to this cor-poration, unless and only to the extent that
the court in which that action was brought shall determine upon application
that, in view of all the circumstances of the case, that person is fairly and
reasonably entitled to indemnity for the expenses which the court shall
determine.
A. Section. Determination of Right of Indemnifi-cation. Any
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indemnification under Section 2 or 3 (unless ordered by a court) shall be made
by this corporation unless a determination is rea-son-ably and promptly made
(i) by the board by a majority vote of a quorum consisting of directors who
were not parties to such proceeding, or (ii) if such a quorum is not
obtain-able, or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stock-holders, that such person acted in bad faith and in a manner that such
person did not believe to be in or not opposed to the best interests of this
corporation, or, with respect to any criminal proceeding, that such person
believed or had reasonable cause to believe that his conduct was unlawful.
A. Section. Indemnification Against Expenses of Successful Party.
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Notwithstanding the other provisions of this Article, to the extent that an
agent of this corpora-tion has been successful on the merits or other-wise,
including, without limita-tion, the dismissal of an action without prejudice
or the settle-ment of an action without admis-sion of liability, in defense of
any proceeding or in defense of any claim, issue or matter therein, or on
appeal from any such proceeding, action, claim or matter, such agent shall be
indemnified against all expenses incurred in connection there-with.
A. Section. Advances of Expenses. Except as limited by Section 7 of
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this Article, costs, charges and expenses incurred by any agent of the
corporation in any proceeding or any appeal therefrom shall be paid by the
cor-por-a-tion in advance of the final disposition of such matter, if said
agent shall undertake to repay such amount in the event that it is ultimately
deter-mined, as provided herein, that such person is not entitled to
indemnification. Not-withstanding the fore-going, no advance shall be made by
this corporation if a deter-min-a-tion is reasonably and promptly made by the
board of directors by a majority vote of a quorum of disinterested directors,
or (if such a quorum is not obtainable or, even if obtainable, a quorum of
dis-interested directors so directs) by independent legal coun-sel in a
written opinion, that, based upon the facts known to the board or counsel at
the time such determination is made, such per-son acted in bad faith and in a
manner that such person did not believe to be in or not opposed to the best
interests of the corporation, or, with respect to any criminal proceeding,
that such person believed or had rea-son-able cause to believe his con-duct
was unlawful. In no event shall any advance be made in instan-ces where the
board or independent legal counsel reasonably determines that such person
deliberately breached his or her duty to the corpo-ration or its shareholders.
A. Section. Right of Agent to Indemnification Upon Application;
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Procedure Upon Application. Any indemni-fication under Sections 2, 3 and 5,
----------------------
or advance under Section 6 of this Article, shall be made promptly, and in any
event within ninety (90) days, upon the written request of an agent of the
corpora-tion, unless with respect to applica-tions under Sections 2, 3 or 6, a
determination is rea-son-ably and promptly made by the board of directors by a
majority vote of a quorum of disinterested directors that such agent acted in
a manner set forth in such Sections as to justify the cor-por-a-tion not
indemnifying or making an advance to the agent. In the event no quorum of
dis-interested directors is obtainable, the board of directors shall promptly
direct that independent legal counsel shall decide whether the agent acted in
the manner set forth in such Sections as to justify the corporation not
indemnify-ing or making an advance to the agent. The right to
indem-nification or advances as granted by this Article shall be enforceable
by the agent in any court of competent juris-diction, if the board or
independent legal counsel denies the claim, in whole or in part, or if no
disposition of such claim is made within ninety days. The agent's costs and
expenses incurred in con-nec-tion with success-fully estab-lishing his or her
right to indemnification, in whole or in part, in any such proceeding shall
also be indemnified by the corporation.
A. Section. Other Rights and Remedies. The indemnifica-tion
------- -------------------------
provided by this Article shall not be deemed exclusive of, and shall not
affect, any other rights to which an agent of this corporation seeking
indemnification may be entitled under any law, Bylaw, or charter pro-vi-sion,
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be an agent of the corporation and shall inure to the benefit of the
heirs, executors and administrators of such a person. All rights to
indemnification under this Article shall be deemed to be provided by a
contract between the corporation and the agent who serves in such capacity at
any time while these bylaws and other relevant provisions of the general
corporation law and other applicable law, if any, are in effect. Any repeal
or modification thereof shall not affect any rights or obliga-tions then
existing.
A. Section. Insurance. Upon resolution passed by the board, the
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corporation may purchase and maintain insurance on behalf of any person who is
or was an agent of the corporation against any liability asserted against such
person and incurred by him or her in any such capacity, or arising out of his
or her status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of this
Article. The corporation may create a trust fund, grant a security interest
or use other means (including, without limitation, a letter of credit) to
ensure the payment of such sums as may become necessary to effect
indemnification as provided herein.
A. Section. Savings Clause. If this Article or any portion thereof
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shall be invalidated on any ground by any court of competent jurisdiction,
then the corporation shall neverthe-less indemnify each agent as to expenses,
judgments, fines and amounts paid in settlement with respect to any action,
suit, appeal, proceeding or investigation, whether civil, criminal or
administrative, and whether internal or external, including a grand jury
proceeding and an action or suit brought by or in the right of the
corpo-ration, to the full extent permitted by any applicable portion of this
Article that shall not have been invali-dated, or by any other applicable law.
I. ARTICLE
RECORDS AND REPORTS
-------------------
A. Section. Maintenance and Inspection of Share Register. The
------- --------------------------------------------
corporation shall keep at its principal executive office, or at the office of
its transfer agent or registrar, if either is appointed and as determined by
res-olu-tion of the board of directors, a record of its share-holders, giving
the names and addresses of all shareholders and the number and class of shares
held by each shareholder.
A shareholder or shareholders of the corporation holding at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation may (i) inspect and copy the records of shareholders' names and
addresses and shareholdings during usual business hours on five (5) days prior
written demand on the corporation, and (ii) obtain from the transfer agent of
the corporation, on writ-ten demand and on the tender of such transfer agent's
usual charges for such list, 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 that list has been
compiled or as of a date specified by the shareholder after the date of
demand. This list shall be made available to any such share-holder by the
transfer agent on or before the later of five (5) days after the demand is
received or the date specified in the demand as of the date on which the list
is to be compiled. The record of shareholders shall also be open to
inspection on the written demand of any shareholder or holder of a voting
trust certificate, at any time during usual business hours, for a pur-pose
reasonably related to the holder's interests as a share-holder or as the
holder of a voting trust certificate. Any inspection and copying under this
Section 1 may be made in person or by an agent or attorney of the shareholder
or holder of a voting trust certificate making the demand.
A. Section. Maintenance and Inspection of Bylaws. The corporation
------- ------------------------------------
shall keep at its principal executive office, or if its principal executive
office is not in the State of California, at its principal business office in
this state, the original or a copy of the bylaws as amended to date, which
shall be open to inspection by the share-holders at all reasonable times
during office hours. If the principal executive office of the corpora-tion is
outside the State of California and the corporation has no principal business
office in this state, the secretary shall, upon the written request of any
shareholder, furnish to that share-holder a copy of the bylaws as amended to
date.
A. Section. Maintenance and Inspection of Other Corporate Records.
------- -----------------------------------------------------
The accounting books and records and minutes of pro-ceedings of the
shareholders and the board of directors and any committee or committees of the
board of directors shall be kept at such place or places designated by the
board of directors, or, in the absence of such desig-na-tion, at the principal
executive office of the corpora-tion. The minutes shall be kept in written
form and the accounting books and records shall be kept either in written form
or in any other form capable of being converted into written form. The
minutes and accounting books and records shall be open to inspection upon the
written demand of any shareholder or holder of a voting trust certificate, at
any reasonable time during usual business hours, for a purpose reasonably
related to the holder's interests as a share-holder or as the holder of a
voting trust certificate. The inspection may be made in person or by an agent
or attorney and shall include the right to copy and make extracts. These
rights of inspection shall extend to the records of each subsidiary
corporation of the corporation.
A. Section. Inspection by Directors. Every direc-tor shall have the
------- -----------------------
absolute right at any reasonable time to inspect and copy all books, records
and documents of every kind and the physical properties of the corporation and
each of its subsidiary corporations. This inspection by a direc-tor may be
made in person or by an agent or attorney and the right of inspection includes
the right to copy and make extracts of documents.
A. Section. Annual Report to Shareholders. The annual report to
------- -----------------------------
shareholders referred to in Section 1501 of the Cali-fornia General
Corporation Law is expressly dis-pensed with, but nothing herein shall be
interpreted as pro-hibiting the board of directors from issuing annual or
other periodic reports to the shareholders of the corporation as they consider
appropriate.
A. Section. Financial Statements. A copy of any annual financial
------- --------------------
statement and any income statement of the corporation for each quarterly
period of each fiscal year, and any accompany-ing balance sheet of the
corporation as of the end of each such period, that has been prepared by the
corporation shall be kept on file in the principal executive office of the
corporation for twelve (12) months and each such statement shall be exhibited
at all reasonable times to any shareholder demanding an examination of any
such state-ment or a copy shall be mailed to any such shareholder.
If a shareholder or shareholders holding at least five percent (5%) of
the outstanding shares of any class of stock of the corporation makes a
written request to the corporation for an income statement of the corporation
for the three (3) month, six (6) month or nine (9) month period of the then
current fiscal year ended more than thirty (30) days before the date of the
request, and a balance sheet of the corporation as of the end of that period,
the chief financial officer shall cause that state-ment to be prepared, if not
already prepared, and shall deliver personally or mail that statement or
statements to the person making the request within thirty (30) days after the
receipt of the request. If the corporation has not sent to the share-holders
its annual report for the last fiscal year, this statement shall likewise be
delivered or mailed to the shareholder or share-holders within thirty (30)
days after the request.
The corporation shall also, on the written request of any shareholder,
mail to the shareholder a copy of the last annual, semi-annual or quarterly
income statement which it has prepared and a balance sheet as of the end of
that period.
The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that the financial statements were pre-pared
without audit from the books and records of the cor-poration.
A. Section. Annual Statement of General Informa-tion. The
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corporation shall, during the period prescribed by law, file with the
Secretary of State of the State of California, on the pre-scribed form, a
statement setting forth the number of vacan-cies on the board of directors, if
any, the names and complete business or residence addresses of all incumbent
directors, the names and complete business or residence addresses of the chief
executive officer, secretary and chief financial officer, the street address
of its principal executive office or principal business office in this state
and the general type of business constituting the principal business activity
of the corporation, together with a desig-nation of the agent of the
corporation for the purpose of service of process, all in compliance with
Sec-tion 1502 of the California Corporations Code.
I. ARTICLE
GENERAL CORPORATE MATTERS
-------------------------
A. Section. Record Date for Purposes Other Than Notice and Voting.
------- -----------------------------------------------------
For purposes of determining the share-holders entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exer-cise any rights in respect of any other lawful action (other than action
by share-holders by written consent without a meeting), the board of directors
may fix, in advance, a record date, which shall not be more than sixty (60)
days before any such action, and in that case only shareholders of record on
the date so fixed are entitled to receive the dividend, distribution or
allotment of rights or to exercise the rights, as the case may be,
notwith-standing any transfer of any shares after the record date so fixed,
except as otherwise provided in the California General Corporation Law.
If the board of directors does not so fix a record date, the record date
for determining shareholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution or the
sixtieth (60th) day before the date of that action, which-ever is later.
A. Section. Checks, Drafts, Evidences of Indebted-ness. All checks,
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drafts or other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time
to time, shall be deter-mined by resolution of the board of directors.
B. Section. Corporate Contracts and Instruments; 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
this authority may be general or confined to specific instances; and, unless
so authorized or ratified by the board of directors or within the agency power
of an officer, no officer, agent or employee 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 for any amount.
A. Section. Certificates for Shares. A certificate or certificates
------- -----------------------
for shares of the capital stock of the cor-poration shall be issued to each
shareholder when any of these shares are fully paid, and the board of
directors may authorize the issuance of certificates or shares as partly paid
provided that these certificates shall state the amount of the consideration
to be paid for them and the amount paid. All certificates shall be signed in
the name of the corporation by the chairman of the board, the president or
vice president and by the chief financial officer, an assis-tant treasurer,
the secretary or any assistant secretary, certifying the number of shares and
the class or series of shares owned by the shareholder. Any or all of the
signa-tures on the certificate may be facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been placed on a certificate shall have ceased to be that officer, transfer
agent or registrar before that certificate is issued, it may be issued by the
corporation with the same effect as if that person were an officer, transfer
agent or registrar at the date of issue.
A. Section. Lost Certificates. Except as provided in this Section
------- -----------------
5, no new certificates for shares shall be issued to replace an old
certificate unless the latter is surrendered to the corporation and cancelled
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 replacement certificate on such terms and condi-tions as the
board may require, including provision for indemni-fication 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
the certificate or the issuance of the replacement certificates.
A. Section. Representation of Shares of Other Cor-pora-tions. The
------- ------------------------------------------------
chairman of the board, the president, any vice presi-dent, or any other person
authorized by resolution of the board of directors or by any of the foregoing
desig-nated officers, is authorized to vote on behalf of the cor-poration any
and all shares of any other corporation or cor-porations, foreign or domestic,
standing in the name of the corporation. The authority granted to these
officers to vote or represent on behalf of the corporation any and all shares
held by the corporation in any other corporation or corporations may be
exercised either by such officers in person or by any other person authorized
so to do by proxy duly executed by these officers.
A. Section. Construction and Definitions. Unless the context
------- ----------------------------
requires otherwise, the general provisions, rules of construction and
definitions in the California General Corpora-tion Law shall govern the
construction of these bylaws. Without limiting the generality of this
pro-vi-sion, wherever the context so indicates, the singular number shall
include the plural, the plural number shall include the singular, and the term
"person" shall include both a corporation and a natural person.
I. ARTICLE
AMENDMENTS
----------
A. Section. Amendment by Shareholders. New bylaws may be adopted or
------- -------------------------
these bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the articles of incorporation of the corporation set forth
the number of authorized directors of the corporation, the authorized number
of directors may be changed only by an amendment of the articles of
incorporation.
Section. Amendment by Directors. Subject to the right of shareholders
------- ----------------------
as provided in Section 1 of this Article IX to adopt, amend or repeal bylaws,
bylaws may be adopted, amended or repealed by the board of directors;
pro-vided, however, that the board of directors may adopt a bylaw or amendment
of a bylaw changing the authorized number of directors only for the purpose of
fixing the exact number of directors within the limits speci-fied in the
articles of incorporation or in Section 2 of Article III of these bylaws.