EXHIBIT 3(ii)
CERTIFICATE OF AMENDMENT
OF THE BYLAWS OF
20th CENTURY INDUSTRIES,
A CALIFORNIA CORPORATION
CERTIFICATE OF AMENDMENT
OF THE BYLAWS OF
20th CENTURY INDUSTRIES,
A CALIFORNIA CORPORATION
I, Michael J. Cassanego, certify the following:
1. At all times mentioned herein, I am the Secretary of 20th Century
Industries, a California corporation.
2. At the meeting of the Board of Directors of 20th Century Industries
held on March 2, 1999, the following resolution was adopted:
RESOLVED, that Article III, Section 3.02 of the Bylaws be amended to
read as follows:
Section 3.02 Number of Directors. The authorized number of directors
of the corporation shall be nine.
WITNESS my hand and corporate seal this 27th day of July 1999 at Woodland
Hills, California.
/s/ Michael J. Cassanego
-------------------------
MICHAEL J. CASSANEGO
(Corporate Seal)
CERTIFICATE OF AMENDMENT
OF THE BYLAWS OF
20TH CENTURY INDUSTRIES,
A CALIFORNIA CORPORATION
I, Ronald S. Veltman, certify the following:
1. At all times mentioned herein, I was, and now am the Acting Secretary
of 20th Century Industries, a California corporation.
2. At the meeting of the Board of Directors of 20th Century Industries
held on September 3, 1998, the following resolution was adopted:
RESOLVED, that Article III, Section 3.02 of the Bylaws be amended to
read as follows:
Section 3.02 Number of Directors. The authorized number of directors
-------------------
of the corporation shall be thirteen.
WITNESS my hand and corporate seal this 19th day of January 1999 at
Woodland Hills, California.
/s/ Ronald S. Veltman
----------------------
RONALD S. VELTMAN
(Corporate Seal)
CERTIFICATE OF AMENDMENT
OF THE BYLAWS OF
20th CENTURY INDUSTRIES,
A CALIFORNIA CORPORATION
I, John R. Bollington, certify the following:
1. At all times mentioned herein, I was, and now am the Secretary of 20th
Century Industries, a California corporation.
2. At the meeting of the Board of Directors of 20th Century Industries
held on February 25, 1997, the following resolution was adopted:
RESOLVED, that Article III, Section 3.02 of the By-Laws of 20th
Century Industries be amended to read as follows:
Section 3.02 Number of Directors. The authorized number of directors
of the corporation shall be eleven.
WITNESS my hand and corporate seal this 12th day of February 1998 at
Woodland Hills, California.
/s/ John R. Bollington
-----------------------
JOHN R. BOLLINGTON
(Corporate Seal)
CERTIFIED COPY OF RESOLUTION OF
BOARDS OF DIRECTORS OF
20th CENTURY INDUSTRIES,
20th CENTURY INSURANCE COMPANY, AND
21st CENTURY CASUALTY COMPANY,
CALIFORNIA CORPORATIONS
I, JOHN R. BOLLINGTON, hereby certify:
1. That I am duly elected and acting Secretary of 20th Century Industries,
20th Century Insurance Company and 21st Century Casualty Company (the
"Companies").
2. The attached Resolution was duly adopted at a special meeting of the Board
of Directors of each of the Companies held on January 16, 1995.
WITNESS my hand and corporate seal this 16th day of January, 1995 at Woodland
Hills, California.
20TH CENTURY INDUSTRIES
-----------------------
20TH CENTURY INSURANCE COMPANY,
-------------------------------
AND 21ST CENTURY CASUALTY COMPANY
---------------------------------
/s/ John R. Bollington
-----------------------
JOHN R. BOLLINGTON
Secretary
20TH CENTURY INDUSTRIES,
20TH CENTURY INSURANCE COMPANY,
AND 21ST CENTURY CASUALTY COMPANY,
RESOLUTION
RESOLVED:
WHEREAS, the Directors of the Companies deem it advisable and in the
best interests of the Companies that they compromise any Proposition
103 rollback liability obligation, without further delay;
NOW THEREFORE IT IS RESOLVED, that Chief Executive Officer Neil H.
Ashley and President William L Mellick are each designated officers
(hereinafter respectively referred to as "designated officer"), and
each is hereby singly authorized to resolve the Companies' Proposition
103 rollback obligation for a sum up to and including $22,000,000.00,
and is further authorized to take any and all additional actions as
are necessary to effect such resolution;
RESOLVED FURTHER, that Companies will not challenge nor object to the
entry of an order pursuant to Section 1065.1 of the California
Insurance Code regarding payment of their Proposition 103 rollback
obligation, and the Chief Executive Officer or President is hereby
authorized to waive any hearing provided for in Section 1065.1 of the
California Insurance Code;
RESOLVED FURTHER, that the prior actions of the officers of the
corporation in attempting to achieve a resolution of the Companies'
Proposition 103 rollback obligation shall be and such actions are
hereby ratified, approved and confirmed;
RESOLVED FURTHER, that each designated officer is singly authorized
and directed to execute and deliver any agreements, undertakings or
other documents on behalf of the Companies under corporate seal, if
requested, pursuant to any settlement agreement or order;
RESOLVED FURTHER, that each said designated officer is singly
authorized and directed to take all such further actions and to do all
such things including (without limitation) negotiating, executing and
delivering further modifications, supplements or changes to any such
settlement agreement or order as are required to effectuate resolution
of the Companies' Proposition 103 rollback liability obligation.
20TH CENTURY INDUSTRIES
Secretary' a Certificate
------------------------
I, John R. Bollington, Secretary of 20th Century Industries, a California
corporation, (the "Company"), hereby certify that:
(a) Attached hereto as Annex A is a true and complete copy of
the Articles of Incorporation of the company together with all amendments
thereto, as in full force and effect as of the date hereof. No amendment to or
other document relating to or affecting the Articles of Incorporation of the
Company has been filed in the office of the Secretary of State of the State of
California since June 28, 1991, except for (i) the filing on December 6, 1994 of
the certificate of Determination relating to the Company's Series A Convertible
Preferred Stock (the "Series A preferred Shares") and (ii) the amendments to the
Company's Articles of Incorporation approved at the December 15, 1994 special
Meeting of the shareholders and filed with the secretary of State of the State
of California on December 15, 1994 (the "Articles Amendments"), and no action
has been taken by the Company or its shareholders, directors or officers in
contemplation of the filing of any further amendment or other document, and no
action has been taken by the Company or its shareholders, directors or officers
in contemplation of the liquidation or dissolution of the Company;
(b) Attached hereto as Annex B is a true, complete copy of the
By-Laws of the Company, together with all amendments thereto, including
amendments adopted pursuant 8.4(c) of the Investment Agreement by the Board of
Directors on December 15, 1994 (the "By-Laws Amendments"), as in full force and
effect as of the date hereof;
(c) Attached hereto as Annex C are true copies of resolutions,
duly adopted by the Board of Directors at meetings held on September 22, 1994,
September 26, 1994, October 17, 1994, November 15, 1994 and December 15, 1994 at
which a quorum was present and acting throughout, in connection with the
authorization, execution and delivery of the Investment and Strategic Alliance
Agreement, dated as of October 17, 1994 (the "Investment Agreement"), between
the Company and American International Group, Inc., the Articles Amendments and
the By-Laws Amendments, and the issuance and Sale of the Series A Preferred
Shares and the Series A Warrants (as defined below); such resolutions have not
been amended modified or rescinded and remain in full force and effect and such
resolutions are the only resolutions adopted by the Company's Board of Directors
or any committee thereof relating to the transactions contemplated by the
Investment Agreement;
(d) The Investment Agreement, as executed and delivered on
behalf of the Company, is in substantially the form approved by the Board of
Directors of the Company at its meeting held on October 17, 1994;
(e) Attached hereto as Annex D is a true specimen of the
certificate representing the Company's Series A preferred Shares in
substantially the form heretofore approved by the Board of Directors, which
approval has not been amended, modified or rescinded and remains in full force
and effect;
(f) Attached hereto as Annex E is a true specimen of the
certificate representing the Company's Common Shares, no par value ("Common
Stock"), in substantially the form heretofore approved by the Company's Board of
Directors, which approval has not been amended, modified or rescinded and
remains in full force and effect;
(g) Attached hereto as Annex F is a true specimen of the
certificate representing the Company's Series A Warrants referred to in the
Investment Agreement (the "Series A Warrants"), in substantially the form
heretofore approved by the Board of Directors, which approval has not been
amended, modified or rescinded and remains in full force and effect;
(h) Each person who, as a director or officer of the Company or
attorney-in-fact of such director or officer, signed (i) the certificates
representing the Series A Preferred Shares, (ii) the certificate representing
the Series A warrants, (iii) the Investment Agreement, and (iv) any other
document delivered prior hereto or on the date hereof in connection with the
transactions contemplated in the Investment Agreement, was at the respective
times of such signing and delivery and is now duly elected or appointed,
qualified and acting as such director or officer or duly appointed and acting as
such attorney-in-fact, and the signatures of such persons appearing on such
documents are their genuine signatures;
(i) As of the date hereof, there exist two unfilled director
positions on the Company's Board of Directors, which positions, pursuant to the
terms of the Certificate of Determination, have been reserved for the two
directors (the "Series A Directors") to be elected pursuant to a vote of the
holders of the Series A Preferred Shares.
IN WITNESS WHEREOF I have hereunto signed my name and affixed the
seal of the Company.
Dated: December 16, 1994
/s/ John R. Bollington
-----------------------------
Name: John R. Bollington
Title: Secretary
I, William L. Mellick, President and. Chief Operating Officer, of 20th Century
Industries, a California corporation, do hereby certify that John R. Bollington
is the duly elected, qualified and acting Secretary of 20th Century Industries
and that the signature appearing above is his genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: December 16, 1994
/s/ William L. Mellick
-----------------------------------
Name: William L. Mellick
Title: President and Chief
Operating Officer
AMENDED AND RESTATED
BYLAWS
OF
20th CENTURY INDUSTRIES,
A California Corporation
ARTICLE I. OFFICES
-------------------
Section 1.01 Principal Executive Office. The principal executive
--------------------------
office of the corporation is hereby fixed at 6301 Owensmouth Avenue, Woodland
Hills, California 91367. The Board of Directors (hereinafter called the "Board")
is hereby granted full power and authority to change said principal office from
one location to another.
Section 1.02 Other Offices. The corporation may also have an
-------------
office or offices at such other place or places, either within or without the
State of California, as the Board may from time to time determine or as the
business of the corporation may require.
ARTICLE II. SHAREHOLDERS
-------------------------
Section 2.01 Annual Meetings. The Annual Meeting of shareholders
---------------
of the corporation, for the purpose of electing directors and for the
transaction of such other proper business as may come before such meeting, shall
be held on the fourth Tuesday of May of each year at 10:00 a.m., or such other
date or time as may be fixed by the Board.
Section 2.02 Special Meetings. Special Meetings of shareholders
----------------
may be called at any time for any purpose or purposes permitted under California
law by the Board, by the Chairman of the Board, by the President or by holders
of the common stock of the corporation entitled to cast not less than ten
percent (10%) of the votes entitled to be cast at such meeting.
Section 2.03 Place of Meetings. All meetings of shareholders
-----------------
shall be held either at the principal executive office of the corporation or at
any other location within or without the State of California, as shall be
determined from time to time by the Board of Directors or as specified in the
respective notices or waivers of notice thereof.
Section 2.04 Notice of Meetings.
------------------
(a) Written notice of each Annual or Special Meeting of
shareholders shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting to each shareholder entitled to vote thereat.
Such notice shall state the place, date, and hour of the meeting, and (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, at the
time of the mailing of the notice, intends to present for action by the
shareholders, but any proper matter may be presented at the meeting for such
action. The notice of any meeting at which directors are to be elected shall
include the names of the nominees intended, at the time of the notice, to be
presented by management f or election.
(b) Notice of a meeting of shareholders shall be given either
personally or by mail addressed, postage prepaid, to the shareholder at the
address of such shareholder appearing on the authorized record books of the
corporation, or if no such address appears or is given, by publication at least
once in the newspaper of general circulation in the city of Los Angeles,
California. Notice of any meeting of shareholders shall not be required to be
given to any shareholder who shall have waived such notice; and such notice
shall be deemed to be waived by any shareholder who shall attend such meeting in
person or by proxy, except a shareholder who shall attend such meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the grounds that the meeting has not been
lawfully called or convened. An affidavit of mailing of any notice or report in
accordance with the provisions of the California General Corporation Law,
executed by the Secretary, Assistant Secretary or any transfer agent, shall be
prima facie evidence of the giving of notice or report.
Section 2.05 Quorum and Vote Required.
------------------------
(a) At any meeting of shareholders, holders of record of shares
of stock having a majority of the votes entitled to be cast thereat, represented
in person or by proxy, shall constitute a quorum for the transaction of
business. The affirmative vote of the holders of shares of stock having a
majority of the votes so constituting a quorum shall be considered to be the act
of the shareholders, unless the vote of a greater number or voting by classes is
required by the California General Corporation Law or by the Articles of
Incorporation of the corporation.
(b) The shareholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding withdrawal of enough shareholders to leave less than a quorum,
if any action taken (other than adjournment) is approved by holders of shares of
stock having at least a majority of the number of votes required to constitute a
quorum.
Section 2.06 Adjourned Meeting and Notice Thereof.
------------------------------------
(a) Any meeting of shareholders, whether or not a quorum is
present, may be adjourned from time to time. In the absence of a quorum [except
as provided in Section 2.05(b) of this Article], no other business may be
transacted at such adjourned meeting.
(b) It shall not be necessary to give any notice of the time and
place of an adjourned meeting or of the business to be transacted thereat, other
than by announcement at the meeting at which such adjournment is taken;
provided, however, that when a meeting of shareholders is adjourned for more
than fifteen (15) days or, if after adjournment a new record date is fixed for
the adjourned meeting, notice of the adjourned meeting shall be given as in the
case of an original meeting.
Section 2.07 Voting.
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(a) The shareholders entitled to notice of any meeting or to
vote at any such meeting shall be only persons in whose name shares stand on the
share records of the corporation on the record date determined in accordance
with section 2.08 of this Article. Persons holding shares of the corporation in
a fiduciary capacity shall be entitled to vote such shares. Persons whose shares
are pledged shall be entitled to vote the pledged shares, unless in the transfer
by the pledgor, the pledgor shall have expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may represent such shares
and vote thereon. Shares having voting power standing of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or with
respect to which two or more persons have the same fiduciary relationship, shall
be voted by any one of the registered holders, either in person or by proxy.
(b) The vote at any meeting of shareholders on any question need
not be by written ballot unless so directed by the Chairman of the meeting or so
requested by any shareholder at such meeting. On a vote by written ballot, each
ballot shall be signed by the shareholder voting, or by his duly appointed proxy
if there be such proxy, and it shall state the number of shares voted.
Section 2.08 Record Date.
-----------
(a) The Board may fix in advance a record date for the
determination of shareholders entitled to notice of any meeting or to vote or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to rights, or entitled to exercise any rights in
respect to any other lawful action. The record date so fixed shall be not more
than sixty (60) nor less than ten (10) days prior to the date of the meeting,
nor more than sixty (60) days prior to any of the other aforementioned actions.
When a record date is so fixed, only shareholders of record on that date are
entitled to notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment of rights, or to exercise of the rights, as the case
may be, notwithstanding any transfer of shares on the books of the corporation
after the record date. A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to any adjournment
of the meeting unless the Board fixes a new record date for the adjourned
meeting. The Board shall fix a new record date if the meeting is adjourned for
more than fifteen (15) days from the date set for the original meeting.
(b) If no record date is fixed by the Board, the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be the close of business on the fifth (5th) business day next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the fifth (5th) business day next preceding the day on which the
meeting is held. If no record date is fixed by the Board, the record date for
determining shareholders for any other purpose shall be at the close of business
on the fifth (5th) business day next preceding the day on which the Board adopts
the resolution relating thereto, or the sixtieth (60th) day prior to the date of
such other action, whichever is later.
Section 2.09 Consent of Absentees. The transactions of any
--------------------
meeting of shareholders, however called and noticed, and wherever held, are as
valid as though had at a meeting duly held after regular call and notice, if a
quorum is present either in person or by proxy, and if, either before or after
the meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents, or
approvals shall be filed with the corporate records or be made a part of the
minutes of such meeting.
Section 2.10 Action Without Meeting. Any action which, under any
----------------------
provision of law, may be taken at any Annual or Special Meeting of shareholders,
may be taken without a meeting and without prior notice thereof if a consent in
writing, setting forth the actions so taken, shall be signed by shareholders
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Unless a record date for voting purposes be
fixed as provided in section 2.08 of this Article, the record date for
determining shareholders entitled to give consent pursuant to this Section 2.10,
when no prior action by the Board has been taken, shall be the day on which the
first written consent is given.
Section 2.11 Proxies. Every person entitled to vote shares has
the right to do so either in person or by one or more persons authorized by a
written proxy executed by such shareholder and filed with the Secretary of the
corporation before or at the meeting; provided, however, that no proxy may be
voted or acted upon after eleven (11) months from the date set forth on the said
proxy unless the proxy shall provide therein for a longer period. A proxy may be
revoked by a writing delivered to the Secretary of the corporation stating that
the proxy is revoked, or by a subsequent proxy executed by the person executing
the prior proxy and presented to the meeting, or, as to any meeting, by actual
attendance at such meeting in person and voting in person by the person
executing the proxy.
Section 2.12 Conduct of Meetings. The Chairman of the corporation
-------------------
or his designee (which designee shall be an executive officer of the
corporation), or in the absence of the chairman and any such designee the Vice
Chairman, shall preside as chairman at all meetings of shareholders. The
Chairman shall conduct each such meeting in a businesslike and fair manner, but
shall not be obligated to follow any technical, formal or parliamentary rules or
principles of procedure. The Chairman's ruling on procedural matters shall be
conclusive and binding on all shareholders; unless at the time of such ruling a
request for a vote is made by a shareholder entitled to vote and who is
represented in person or by proxy at the meeting, in which case the decision of
shareholders holding a majority of the votes represented at the meeting and
entitled to be cast shall be conclusive and binding on all Shareholders. Without
limiting the generality of the foregoing, the Chairman shall have all of the
powers usually vested in the chairman of a meeting of Shareholders.
Section 2.13 Inspectors of Election. In advance of any meeting of
----------------------
shareholders, the Board may appoint inspectors of election to act at the meeting
and any adjournment thereof. If inspectors are not appointed, or if any persons
so appointed fail to appear or refuse to act, the Chairman of such meeting may
appoint inspectors at the meeting. The number of inspectors shall be either one
or three. Each inspector so appointed shall first subscribe an oath to
faithfully execute the duties of an inspector at such meeting with strict
impartiality and according to the best of his ability. Such inspectors shall
have the duties prescribed by Section 707(b) of the California General
Corporation Law and they shall decide upon the qualification of those entitled
to vote, (ii) shall report the number of shares represented at the meeting and
entitled to vote on the question presented, (iii) shall conduct the balloting
and accept the votes, and (iv) when the voting is completed, shall ascertain and
report the number of votes respectively for and against each question presented.
Reports of the inspectors shall be in writing and subscribed and delivered by
them to the Secretary of the corporation. If there are three inspectors of
election, the decision, act, or certificate of a majority is effective in all
respects as the decision, act or certificate of all.
ARTICLE III. DIRECTORS
-----------------------
Section 3.01 Powers. Subject to any limitation of the Articles of
Incorporation, of these Bylaws, and of actions required by law to be approved by
the shareholders, the business and affairs of the corporation shall be managed
and all corporate powers shall be vested in, and exercised by or under the
direction of the Board of Directors. The Board may, as permitted by law,
delegate the management of the day-to-day operation of the business of the
corporation to a management company or other persons or officers of the
corporation, provided that the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised under the ultimate direction
and policies of the Board.
Section 3.02 Number of Directors. The authorized number of
-------------------
directors of the corporation shall be twelve.
Section 3.03 Election and Term of Office.
---------------------------
(a) Directors will be elected in the manner provided herein at
each Annual Meeting of shareholders, but if such Annual Meeting of shareholders
is not held or the directors are not elected thereat, the directors may be
elected at any Special Meeting of shareholders held for that purpose. Each
director, including a director elected to fill a vacancy, shall hold office
until the next Annual Meeting of shareholders and until a successor has been
duly elected and qualified, or until he or she shall resign or shall have been
removed.
(b) At each election, the persons receiving the greatest number
of votes from the class of stock entitled to vote therefor, up to the number of
directors then to be elected by such class, shall be the persons then elected.
The election of directors shall be subject to any provisions contained in the
Articles of Incorporation relating thereto, and to any provisions of California
law for cumulative voting in the election of directors. Nominations of persons
to serve as directors shall be submitted to the Secretary of the corporation at
the meeting of shareholders at which directors will be elected.
Section 3.04 Resignation. Any director may resign at any time by
giving written notice to the Board or to the Chairman of the Board, the
President or the Secretary of the corporation. Any such resignation shall take
effect at the tines specified therein or, if the time be not specified, it shall
take effect immediately upon its receipt; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. If a resignation is to be effective at a future time, a successor may
be elected to take office when the resignation becomes effective.
Section 3.05 Vacancies.
---------
(a) A vacancy or vacancies in the Board shall be deemed to exist
in case of the death, resignation or removal of any director, or if the
authorized number of directors be increased, or if the holders of any class of
stock fail at any Annual or Special Meeting of shareholders at which any
directors are elected to elect the full authorized number of directors to be
voted for by such class at said meeting.
(b) The Board may declare vacant the office of a director who
has been declared of unsound mind by an order of court of duly authorized
jurisdiction or a director who has been convicted of a felony. Except to the
extent it would be contrary to the Articles of Incorporation or law, any
director may be removed at any time, with or without cause, by the affirmative
vote of the holders of a majority of the voting power of the class of stock
entitled to elect such director given at a Special Meeting of shareholders
called for that purpose; provided, however, that no director may be removed
(unless the entire Board of Directors is removed) when the votes from the class
of stock entitled to elect such director cast against such 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 total number of votes
entitled to be cast by such class 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 to be elected by such class at the time of the
directors' most recent election were then being elected.
(c) No reduction of the authorized number of directors shall
have the effect of removing any director prior to the expiration of the
director's term of office.
(d) Except as otherwise provided in the Articles of
Incorporation, any vacancy on the Board, whether because of death, resignation,
disqualification, an increase in the number of directors, or any other cause,
may be filled by the vote of the majority of the remaining directors, although
less than a quorum; provided, however, that a vacancy occurring by reason of
removal of a director by the vote of shareholders entitled to remove such
director may be filled only by the vote of such shareholders. The shareholders
of a class of stock entitled to elect a director may elect such director at any
time to fill a vacancy not filled by the directors, and any such election by
such shareholders shall require the consent of a majority of the votes of such
shareholders entitled to be cast therefor; provided, however, that no director
shall be elected by written consent to fill a vacancy created by removal of any
director, except by the unanimous written consent of all shareholders of the
class of stock entitled to vote for the election of such director. Each director
chosen to fill a vacancy shall hold office until the next Annual Meeting of
shareholders and until his successor shall have been elected and qualified or
until he shall resign or shall have been removed.
Section 3.06 Place of Meetings. All meetings of the Board shall
-----------------
be held either at the principal executive office of the corporation or at any
other location within or without the State of California as shall be determined,
from time to time, by the Board of Directors, or as specified in the respective
notices or waivers of notice thereof.
Section 3.07 First Meeting. Immediately following each Annual
-------------
Meeting of shareholders the Board shall meet for the purpose of organization,
selection of a chairman of the Board, election of officers, and the transaction
of any other proper business. Except as provided by law, notice of such First
Meeting is hereby dispensed with.
Section 3.08 Regular Meetings. The Board of Directors shall hold
----------------
Regular Meetings on the last Tuesday of February and August, and in November on
the Tuesday of the week preceding that in which Thanksgiving falls, at 10:00
a.m., but the Executive Committee of the Board, if any is created, may meet more
often if the Committee deems it necessary or appropriate.
Except as provided by law, notice of Regular Meetings of the Board of Directors
is hereby dispensed with.
Section 3.09 Special Meetings.
-----------------
(a) Special Meetings of the Board may be called at any time by
the Chairman of the Board, the President, or the Secretary or by any two
directors.
(b) Special Meetings of the Board shall be held upon at least
four days' written notice or 48 hours' notice given personally or by telephone,
telegraph, telex or other similar means of communication. Any such notice shall
be addressed or delivered to each director at such director's address as it is
shown upon the records of the corporation or as may have been given to the
corporation by the director for purposes of notice.
Section 3.10 Quorum. The presence of a majority of the authorized
------
number of directors shall be required to constitute a quorum of the Board of
Directors for the transaction of business at any meeting of the Board, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board, unless a greater number of
directors is required for any specific action by law, or by these Bylaws, or by
the Articles of Incorporation of the corporation. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, and every act or decision approved by at least a
majority of the number of directors required, as noted above, to constitute a
quorum for such meeting shall be regarded as the act or decision of the Board,
unless a greater number of directors is required by law, by the Bylaws, or by
the Articles of Incorporation of the corporation. The directors shall act only
as a Board, and the individual directors shall have no power as such, unless
such power be expressly conferred upon a director by a duly adopted resolution
of the Board.
Section 3.11 Participation in Meetings by Conference Telephone.
-------------------------------------------------
Members of the Board may participate in a meeting of the Board through use of
conference telephone or similar communications equipment, but only so long as
all members participating in such meeting can hear and freely communicate with
one another.
Section 3.12 Waiver of Notice. The transactions of any meeting of
----------------
the Board, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice if a quorum be
present at such meeting, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, and a consent to the
holding of such meeting, or an approval of the minutes thereof. All such waivers
and consents or approvals shall be filed with the corporate records or be made a
part of the minutes of the meeting.
Section 3.13 Adjournment. A majority of the directors present ,
-----------
whether or not a quorum is present, may adjourn any meeting of directors to
another time and place. If the meeting is adjourned for more than twenty-four
(24) hours, notice of such adjournment to another time or place shall be given
prior to the time of the reconvening of the adjourned meeting to the directors
who were not present at the meeting at the time of the adjournment.
Section 3.14 Fees and Compensation. Directors and members of
---------------------
committees may receive such compensation, if any, for their services and such
reimbursement for expenses, as may be fixed or determined by the Board.
Section 3.15 Action Without Meeting. Any action required or
----------------------
permitted to be taken by the Board may be taken without a meeting of the Board
if all members of the Board shall individually or collectively consent in
writing to such action. Such unanimous written consent or consents shall have
the same effect as a unanimous vote of the Board, and shall be filed with the
minutes of the proceedings of the Board.
Section 3.16 Committees.
----------
(a) The Board may, by resolution passed by a majority of the
authorized number of directors, designate one or more committees of the Board,
each committee to consist of one or more of the directors of the corporation.
Among the committees which may be appointed may be an Executive Committee which
shall have and may exercise all the powers and authority of the Board in the
management of the affairs of the corporation between Regular or Special meetings
of the Board.
(b) All committees shall have and may exercise the powers and
authority of the Board in the management of the business and affairs of the
corporation to the extent provided in the resolution of the Board creating said
committees; but no committee shall have any power or authority in reference to
(i) the approval of any action which requires shareholders' approval or approval
of the outstanding shares; (ii) amending the Articles of Incorporation; (iii)
adopting an agreement of merger or consolidation; (iv) recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
corporation's properties and assets; (v) recommending to the shareholders a
dissolution of the corporation or a revocation of the dissolution; (vi) amending
or repealing the Bylaws of the corporation; (vii) the filling of vacancies on
the Board or on any committee; (viii) the fixing of compensation of directors
for serving on the Board or on any committee; (ix) amending or repealing any
resolution of the Board which by its express terms is not so amendable or
repealable by the Board; (x) declaring a distribution to shareholders; and (x)
issuing shares.
(c) The Board shall have the power to prescribe the manner in
which the proceedings of any such committee shall be conducted. Unless the Board
or such committee shall otherwise provide, the regular or special meetings and
other actions of any such committee shall be governed by the provisions in this
Article applicable to meetings and actions of the Board. Written Minutes shall
be kept of each meeting of each committee of the Board.
Section 3.17 Officers of the Board. The Chairman of the Board
---------------------
shall preside at all meetings of the shareholders (or shall designate an
executive officer of the corporation to so preside, as provided in Section 2.12
of these Bylaws) and at all meetings of the Board. The Board also shall have a
Vice-Chairman of the Board who shall preside at meetings of shareholders (in the
absence or disability of the Chairman and in the absence of a designee of the
Chairman to preside as provided in Section 2.12 of these Bylaws) and the Board
of Directors (in the absence or disability of the Chairman of the Board). The
Chairman and Vice-Chairman shall have such other powers and duties as are
specifically designated by the Board. The Board may appoint individual, to serve
as a Chairman Emeritus or Director Emeritus. A Chairman Emeritus or Director
Emeritus shall have no duties or responsibilities, and shall not be entitled to
vote in their capacity as Chairman Emeritus or Director Emeritus in connection
with any meeting or proceeding of the Board and may be appointed or removed at
the pleasure of the Board. A Chairman Emeritus or Director Emeritus shall not be
deemed to be a member of the Board for any purpose whatsoever, solely by reason
of such designation.
ARTICLE IV. OFFICERS
--------------------
Section 4.01 Officers. The officers of the corporation shall be a
--------
Chairman of the Board, a Vice-Chairman of the Board, a Chief Executive Officer,
a President, a Secretary, and a Chief Financial Officer. The Corporation may
also have at the discretion of the Board such other officers, each to hold
office for a period, and have authority to perform such duties as the Board may
from time to time determine.
Section 4.02. Chairman of the Board. The Chairman of the Board
---------------------
shall preside at all meetings of the shareholders (or shall designate an
executive officer of the corporation to so preside, as provided in Section 2.12
of these Bylaws) and at all meetings of the Board of Directors.
Section 4.03. Vice-Chairman of the Board. The Vice-Chairman of
--------------------------
the Board shall perform the duties of the Chairman, during the Chairman's
absence or disability.
Section 4.04 Chief Executive Officer. The Chief Executive Officer
-----------------------
shall be the General Manager of the corporation and shall have, subject to the
control of the Board, general supervision and direction of the business and
affairs of the corporation.
Section 4.05 President. The President shall have the general
---------
powers and duties of management as described by the Board.
Section 4.06. Secretary. The Secretary shall be responsible for
---------
the maintenance of the corporate records of the Company, such as the Articles of
Incorporation, Bylaws, minutes and list of shareholders. The Secretary shall be
responsible for the maintenance of the list of shareholders which may be
delegated to a transfer agent. The Secretary shall give or cause to be given
notice of all meetings of shareholders and of the Board and any committees of
the Board required by the Bylaws or by law to be given. The Secretary shall have
other powers and duties as may be described by the Board.
Section 4.07. Chief Financial Officer. The Chief Financial
-----------------------
Officer of the corporation shall maintain or cause to be maintained adequate and
correct accounts of the properties, and financial and business transactions of
the Corporation, and shall send or cause to be sent to the shareholders of the
Corporation such financial statements and reports as are by law and these Bylaws
required to be sent to them.
Section 4.08 Appointment. The Chairman of the Board, the
-----------
Vice-Chairman of the Board, and the Chief Executive Officer, the President and
Chief Operating Officer, the Chief Financial Officer and the Secretary shall be
elected by the Board. Other officers may be elected or appointed and their
duties prescribed by the Board or the Chief Executive Officer. If such
appointment is by the Chief Executive Officer, it shall terminate at the next
meeting of the Board unless the Board affirms the appointment.
Section 4.09. Removal and Resignation.
-----------------------
(a) All officers shall serve as officers and employees of the
corporation at the pleasure of the Board and may be removed from office, and
their employment may be terminated with or without cause, and with or without
notice:
(i) by the Board, or
(ii) by the Chief Executive Officer, prior to the
affirmation of the officer's appointment by the Board if such
officer was appointed by the Chief Executive Officer, or
(iii) by the Chief Executive Officer, with the
concurrence or ratification of the Board, or the Executive
Committee of the Board.
No officer of the corporation shall have any employment status other than that
of an "at will" employee whose employment can be terminated at any time pursuant
to the procedures set forth in this section 4.09, unless there is a written
agreement altering this "at will" employment status, approved by a resolution of
the board before it is binding and effective.
(b) Any officer may resign at any time without prejudice to the
rights of the corporation under any contract to which the corporation is a party
by giving written notice to the Board, or to the Chief Executive Officer or to
the Secretary of the Corporation. Any such resignation shall take effect at the
date of the receipt of such notice or at any later time specified therein; and
unless otherwise provided therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 4.10. Vacancies. A vacancy of any office because of
---------
death, resignation, removal, disqualification or any other cause
shall be filled in the manner prescribed by these Bylaws for the
regular appointment to such office.
Section 4.11 Retirement of Officers. Provided that the exemption
----------------------
conditions set forth in applicable Federal and California statutes are satisfied
(e.g. 29 USC Section 631(c); 29 CFR Sections 1625.12 and 1627.17; Cal. Govt.
Code Section 12942(c) and FEHC Regulation Subsection 7296(c) (2)), each officer
elected or required to be elected by the Board shall retire as of the last day
of the month in which such officer's 65th birthday occurs; however, such officer
may continue to be employed for such additional period of time, and under such
conditions as are specifically authorized by resolution of the Board of
Directors.
ARTICLE V. CONTRACTS, CHECKS,
-----------------------------
DRAFTS, BANK ACCOUNTS, ETC.
--------------------------
Section 5.01 Execution of Contracts. Except as these Bylaws may
----------------------
otherwise provide, the Board may, by duly adopted resolution, authorize any
officer or agent of the corporation to enter into any contract or execute any
instrument in the name and on behalf of the corporation, and such authority may
be general or confined to specific instances; and unless so authorized by the
Board or by these Bylaws, 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 in any amount.
Section 5.02 Checks, Drafts. Etc. All checks, drafts or other
-------------------
orders for payment of money, notes or other evidence of indebtedness issued in
the name of or which are payable to the corporation, shall be signed by or
endorsed by such person or persons and in such manner as, from time to time,
shall be determined by resolution of the Board. Each such person shall give such
bond, if any, as the Board may require.
Section 5.03 Deposit. All funds of the corporation not otherwise
-------
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any Board committee, officer, assistant, agent or attorney
of the corporation to whom such power shall have been delegated by the Board.
For the purpose of deposit and for the purpose of collection for the account of
the corporation, the President, Secretary, any Vice-President or the Treasurer
(or any other officer, assistant, agent or attorney of the corporation who shall
from time to time be determined by the Board) may endorse, assign and deliver
checks, drafts and other orders for the payment of money which are payable to
the order of the corporation.
Section 5.04 General and Special Bank Accounts. The Board may
---------------------------------
from time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any Board committee, officer, assistant, agent
or attorney of the corporation to whom such power shall have been delegated by
the Board. The Board may make such special rules and regulations with respect to
such bank accounts, not inconsistent with the provisions of these Bylaws, as it
may deem expedient.
ARTICLE VI. SHARES AND THEIR TRANSFER
--------------------------------------
Section 6.01. Certificates for Shares.
----------------------
(a) Every owner of shares of the corporation shall be entitled to
have a certificate or certificates, to be in such form as the Board shall
prescribe, certifying the number and class of shares of the corporation owned by
him. The certificates representing such shares shall be numbered in the order in
which they shall be issued, and shall be signed in the name of the corporation
by the Chairman of the Board, or by the President and by the Secretary or
Assistant Secretary, or by the duly appointed transfer agent or registrar of the
corporation. Any of the signatures on the certificates may be a facsimile
signature, provided that at least the signature of the corporation's transfer
agent or registrar on the certificate is an original signature. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon any such certificate shall thereafter have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the corporation with the same
effect as though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent or
registrar at the date of issue.
(b) A record shall be kept of the respective names of the
persons, firms or corporations owning the shares represented by such
certificates, the number and classes of shares represented by such certificates,
respectively, and the respective issuance dates thereof, and in case of
cancellation, the respective dates of cancellation. Every certificate
surrendered to the corporation for exchange or transfer shall be cancelled, and
no new certificate or certificates shall be issued in exchange for any existing
certificate until much existing certificate shall have been so cancelled, except
in cases provided for in Section 6.04.
Section 6.02 Transfer of Shares. Transfers of shares of the
------------------
corporation shall be made only on the books of the corporation by the registered
holder thereof, or by his attorney thereunto authorized by written power of
attorney duly executed and filed with the Secretary of the corporation or with a
transfer agent duly appointed as provided in Section 6.03, and upon surrender of
the certificate or certificates for such shares properly endorsed and the
payment of all required taxes thereon. The person in whose name shares of stock
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation. Whenever any transfer of shares shall be
made for collateral security purposes, and not absolutely, such fact shall be
expressly stated in the entry of transfer if, when the certificate or
certificates shall be presented to the corporation for transfer, both the
transferor and the transferee request the corporation to do so.
Section 6.03 Regulations. The Board may make such rules and
-----------
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the corporation. It may appoint, or authorize any officer or officers to
appoint, one or more transfer agents and one or more registrars, and may require
all certificates for shares to bear the signature or signatures or facsimiles
thereof of any of them.
Section 6.04 Lost, Stolen, Destroyed, and Mutilated Certificates.
---------------------------------------------------
In any case of loss, theft, destruction, or mutilation of any certificate of
shares, another certificate may be issued in its place upon proof of such loss,
theft, destruction, or mutilation, and upon the giving of a bond of indemnity to
the corporation in such form and in such sum as the Board may direct; provided,
however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board, it is appropriate and proper so to do.
ARTICLE VII. INDEMNIFICATION
-----------------------------
Section 7.01 For the purposes of this Article VII, "agent" means
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 "expenses" includes without limitation
attorneys' fees and any expenses of establishing a right to indemnification
under Section 1.04 or Section 7.05(d) of this Article VII.
Section 7.02 The corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of the corporation to
procure a judgment in its favor) by reason of the fact that such person is or
was an agent of the corporation, against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with such
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in the best interests of the corporation and, in the
case of a criminal proceeding, had no reasonable cause to believe the conduct of
such person was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction 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 the person reasonably believed to be in the best interests
of the corporation or that the person had reasonable cause to believe that the
person's conduct was unlawful.
Section 7.03 The corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person is or was
an agent of the corporation, against expenses actually and reasonably incurred
by such person in connection with the defense or settlement of such action if
such person acted in good faith, in a manner such person believed to be in the
best interests of the corporation and its shareholders.
No indemnification shall be made under this Section 7.03 for any
of the following:
(a) In respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation in the
performance of such person's duty to the corporation and its shareholders,
unless and only to the extent that the court in which such proceeding is or was
pending shall determine upon application that, in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for
expenses and only to the extent that the court shall determine;
(b) Of amounts paid in settling or otherwise disposing of a
pending action without court approval; or
(c) Of expenses incurred in defending a pending action which
is settled or otherwise disposed of without court approval.
Section 7.04 To the extent that an agent of the corporation has
been successful on the merits in defense of any proceeding referred to in
Section 7.02 or Section 7.03 or in defense of any claim, issue or matter
therein, the agent shall be indemnified against expenses actually and reasonably
incurred by the agent in connection therewith.
Section 7.05 Except as provided in Section 7.04, any
indemnification under this Article VII shall be made by the corporation only if
authorized in the specific case, upon a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in section 7.02 or section 7.03, by any
of the following:
(a) A majority vote of a quorum consisting of directors who
are not parties to such proceeding;
(b) If such a quorum of directors is not obtainable, by
independent legal counsel in a written opinion;
(c) Approval by the affirmative vote of the holders of a
majority of the shares of common stock of the corporation entitled to vote
represented at a duly held meeting at which a quorum is present or by the
written consent of the holders of a majority of the outstanding shares of common
stock entitled to vote. For this purpose, the shares owned by the person to be
indemnified shall not be considered outstanding and shall not be entitled to
vote thereon; or
(d) The court in which such proceeding is or was pending upon
application made by the corporation or the agent or the attorney or other person
rendering services in connection with the defense, whether or not such
application by the agent, attorney or other person is opposed by the
corporation.
Section 7.06 Expenses incurred in defending any proceeding may be
advanced by the corporation prior to the final disposition of such proceeding
upon receipt of an undertaking by or on behalf of the agent to repay such amount
if it shall be determined ultimately that the agent is not entitled to be
indemnified as authorized in this Article VII.
Section 7.07 The indemnification provided by this Article VII
shall not be deemed exclusive of any other rights to which those seeing
indemnification may be entitled under these Bylaws or under any agreement, vote
of shareholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office, to the extent such additional rights to indemnification are authorized
in the Articles of Incorporation. The rights to indemnity hereunder shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors and administrators
of the person. Nothing contained in this Article VII shall affect any right to
indemnification to which persons other than such directors and officers may be
entitled by contract or otherwise.
Section 7.08 No indemnification or advance shall be made under
this Article VII, except as provided in Section 7.04 or Section 7.05(d), in any
circumstance where it appears:
(a) That it would be inconsistent with a provision of the
Articles of Incorporation, these Bylaws, a resolution of the shareholders or an
agreement in effect at the time of the accrual of the alleged cause of action
asserted in the proceeding in which the expenses were incurred or other amounts
were paid, which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.
Section 7.09 The corporation shall have power to purchase and
maintain insurance on behalf of any agent of the corporation 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
power to indemnify the agent against such liability under the provisions of this
Article VII. The fact that the corporation owns all or a portion of the shares
of the company issuing a policy of insurance shall not render this Section
inapplicable if either of the following conditions are satisfied:
(a) If the Articles of Incorporation authorize
indemnification in excess of that authorized in this Article VII and the
insurance provided by this Section is limited as indemnification is required to
be limited by paragraph (11) of subdivision (a) of Section 204 of the California
Corporations Code; or
(b) (i) The company issuing the insurance policy is
organized, licensed and operated in a manner that complies with the insurance
laws and regulations applicable to its jurisdiction of organization;
(ii) The company issuing the policy provides procedures
for processing claims that do not permit that company to be subject to the
direct control of the corporation that purchased that policy; and
(iii) The policy issued provides for some manner of risk
sharing between the issuer and purchaser of the policy, on the one hand, and
some unaffiliated person or persons, on the other, such as by providing for more
than one unaffiliated owner of the company issuing the policy or by providing
that a portion of the coverage furnished will be obtained from some unaffiliated
insurer or reinsurer.
Section 7.10 The provisions of this Article VII do not apply to
any proceeding against any trustee, investment manager or other fiduciary of any
employee benefit plan in such person's capacity as such, even though such person
may also be an agent of the employer corporation as defined in Section 7.01 of
this Article VII. The corporation shall have power to indemnify such a trustee,
investment manager or other fiduciary to the extent permitted by subdivision (f)
of Section 207 of the California Corporations Code.
ARTICLE VIII. MISCELLANEOUS
---------------------------
Section 8.01 Seal. The Board shall provide a corporate seal,
----
which shall be in the form of a circle and shall bear the name of the
corporation and words and figures showing that the corporation was incorporated
in the State of California and the year of the incorporation.
Section 8.02 Waiver of Notices. Whenever notice is required to be
-----------------
given by these Bylaws or the Articles of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.
Section 8.03 Fiscal Year. The fiscal year of the corporation
-----------
shall be that twelve-month period ending on December 31 in each year.
Section 8.04 Dividends. The Board may from time to time declare,
---------
and the corporation may pay, dividends on its outstanding shares in the manner
and on the terms and conditions provided by law, subject to any legal,
regulatory or contractual restrictions to which the corporation is then subject.
Section 8.05 Representation of Shares of Other Corporations. The
----------------------------------------------
Chairman of the Board or any officer or officers authorized by the Board or by
the Chairman of the Board are each authorized to vote, represent, and exercise
on behalf of the corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this corporation,
including subsidiaries of the corporation. The authority granted herein may be
exercised either by any such officer in person or by any other person authorized
to do so by proxy or power of attorney duly executed by said officer.
Section 8.06 Inspection of Bylaws. The corporation shall keep at
--------------------
its principal executive office the original or a copy of its Bylaws as amended
to date, which copy shall be open to inspection by shareholders at all
reasonable times during office hours. If the principal executive office of the
corporation is outside the State of California and the corporation has no
principal business office in such state, it shall upon the written notice of any
shareholder furnish to such shareholder a copy of these Bylaw as amended to
date. The original or a copy of the Bylaws certified to be a true copy by the
Secretary or an Assistant Secretary of the corporation shall be prima facie
evidence of the adoption of such Bylaws and of the matters stated therein.
Section 8.07 Amendment of Bylaws. Subject to the right of the
-------------------
outstanding shares to adopt, amend, or repeal Bylaws, these Bylaws may, from
time to time and at any time, be amended or repealed, and new or additional
Bylaws adopted, by approval of the Board; provided, however, that such Bylaws
may not contain any provision in conflict with law or with the Articles of
Incorporation of the corporation. After the issuance of shares, any Bylaw
specifying or changing a fixed number of directors or the maximum or minimum
number or changing from a fixed to a variable Board or vice versa may only be
adopted by approval of the outstanding shares; provided, however, that a Bylaw
or amendment of the Articles of Incorporation reducing a fixed number or the
minimum number of directors to a number less than five cannot be adopted if the
vote cast against its adoption at a meeting, or the shares not consenting in the
case of action by written consent, are equal to more than 16 2/3 percent of the
votes entitled to be cast.
Section 8.08 Construction of Bylaws. Unless otherwise stated in
----------------------
these Bylaws or unless the context requires, the definitions contained in the
California General Corporation Law shall govern the construction of these
Bylaws. Without limiting the generality of the foregoing, the masculine gender
includes the feminine and neuter, the singular number includes the plural and
the plural number includes the singular, and the word "person" includes a
corporation or other entity as well as a natural person.
Section 8.09 Annual Report to Shareholders. The annual report to
-----------------------------
shareholders referred to in Section 1501 of the California General Corporation
Law 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 consider to be appropriate.
Section 8.10 National Emergency. In the event of a national
------------------
emergency as described in Section 688 of the California Insurance Code, this
corporation shall be considered to have those emergency bylaw provisions which
are provided for by statute in Article 1.7 of Chapter 1 of Part 2 of Division 1
of the California Insurance Code as now in effect or as hereafter may be
amended.
CERTIFIED COPY OF BY-LAWS OF
20TH CENTURY INDUSTRIES,
A CALIFORNIA CORPORATION
I, John R. Bollington, hereby certify:
1. That I am the duly elected and acting Secretary of 20th
Century Industries, a California Corporation.
2. That the following provision is contained in the current
By-Laws of 20th Century Industries:
Section 8.05 Representation of Shares of Other Corporations.
----------------------------------------------
The Chairman of the Board or any officer or officers
authorized by the Board or by the Chairman of the Board are
each authorized to vote, represent and exercise on behalf of
the corporation all rights incident to any and all shares of
any other corporation or corporations standing in the name
of this corporation, including subsidiaries of the
corporation. The authority granted herein may be exercised
either by any such officer in person or by any other person
authorized to do so by proxy or power of attorney duly
executed by said officer.
3. That pursuant to said provision, Margaret Chang, Treasurer
and Assistant Secretary was appointed by the Chairman of the Board as an officer
authorized to vote, represent and exercise on behalf of 20th Century Industries
all rights incident to any and all shares of the Equitable Companies standing in
the name of 20th Century Industries.
WITNESS by hand and corporate seal 25th day of May 1993 at
Woodland Hills, California.
(Corporate Seal) 20TH CENTURY INDUSTRIES
/s/ John R. Bollington
--------------------------------
John R. Bollington, Secretary
CERTIFIED COPY OF RESOLUTION OF
BOARD OF DIRECTORS OF 20TH CENTURY INDUSTRIES,
A CALIFORNIA CORPORATION
I, JOHN R. BOLLINGTON, hereby certify:
1. That I am the duly elected and acting Secretary of 20th Century
Industries, a California Corporation.
2. That the following Resolution was duly adopted at a meeting of
the Board of Directors of 20th Century Industries held on November 17, 1992:
RESOLVED, that pursuant to Sections 5.01 through 5.04 of the
corporate By- Laws, the President and Chief Financial Officer of
20TH CENTURY INSURANCE COMPANY, 20TH CENTURY INDUSTRIES AND 21ST
CENTURY CASUALTY COMPANY are authorized to select banks, trust
companies and other depositories to establish deposit accounts,
and may designate such other employees as they deem appropriate
to draw checks on such accounts.
WITNESS by hand and corporate seal this 18th day of January 1993 at
Woodland Hills, California.
20TH CENTURY INDUSTRIES
/s/ John R. Bollington
--------------------------------
John R. Bollington, Secretary
CERTIFICATE OF AMENDMENT
OF THE BYLAWS OF
20TH CENTURY INDUSTRIES,
A CALIFORNIA CORPORATION
I, John R. Bollington, certify the following:
1. At all times mentioned herein, I was, and now am the
Secretary of 20th Century Industries, a California Corporation.
2. At the meeting of the Board of Directors of 20th Century
Industries held on November 17, 1992 the following resolution was adopted:
"RESOLVED, that Article III, Section 3.08 of the By-Laws of
20th Century Industries is hereby amended to read as
follows:
Section 3.02 Regular Meetings. The Board of Directors shall
----------------
hold Regular Meetings on the last Tuesday of February and
August, and in November on the Tuesday of the week preceding
that in which Thanksgiving falls, at 10:00 a.m., but the
Executive Committee of the Board, if any is created, may
meet more often if the Committee deems it necessary or
appropriate. Except as provided by law, notice of Regular
Meetings of the Board of Directors is hereby dispensed with.
WITNESS my hand and corporate seal this 7th day of December
1992 at Woodland Hills, California.
(Corporate Seal) 20TH CENTURY INDUSTRIES
/s/ John R. Bollington
--------------------------------
John R. Bollington, Secretary
CERTIFICATE OF AMENDMENT
OF THE BYLAWS OF 20th CENTURY INDUSTRIES,
A CALIFORNIA CORPORATION
I, John R. Bollington, certify the following:
1. At all times mentioned herein, I was, and now am the
Secretary of 20th Century Industries, a California corporation.
2. At the meeting of the Board of Directors of 20th Century
Industries held on August 27, 1991 the following resolution was adopted:
"RESOLVED that Article III, Section 3.02 of the Bylaws of 20th
Century Industries is hereby amended to read as follows:
Section 3.02 Number of Directors. The authorized number of
-------------------
directors of the corporation shall be eleven.
WITNESS my hand and corporate seal this 27th day of August 1991
at Woodland Hills, California.
(Corporate Seal) 20TH CENTURY INDUSTRIES
/s/ John R. Bollington
--------------------------------
John R. Bollington, Secretary
BYLAWS
OF
20th CENTURY INDUSTRIES,
A California Corporation
ARTICLE I. OFFICES
-------------------
Section 1.01 Principal Executive Office. The principal executive
--------------------------
office of the corporation is hereby fixed at 6301 Owensmouth Avenue, Woodland
Hills, California 91367. The Board of Directors (hereinafter called the
"Board") is hereby granted full power and authority to change said principal
office from one location to another.
Section 1.02 Other Offices. The corporation may also have an office or
-------------
offices at such other place or places, either within or without the State of
California, as the Board may from time to time determine or as the business of
the corporation may require.
ARTICLE II. SHAREHOLDERS
------------------------
Section 2.01 Annual Meetings. The Annual Meeting of Shareholders of
---------------
the corporation, for the purpose of electing directors and for the transaction
of such other proper business as may come before such meeting, shall be held on
the fourth Tuesday of May of each year at 10:00 a.m., or such other date or time
as may be fixed by the Board.
Section 2.02 Special Meetings. Special Meetings of Shareholders may be
----------------
called at any time for any purpose or purposes permitted under California law by
the Board, by the Chairman of the Board, by the President or by Shareholders
entitled to cast not less than ten percent (10%) of the votes at
such meeting.
Section 2.03 Place of Meetings. All meetings of Shareholders shall be
-----------------
held either at the principal executive office of the corporation or at any other
location within or without the State of California, as shall be determined from
time to time by the Board of Directors or as specified in the respective notices
or waivers of notice thereof.
Section 2.04 Notice of Meetings.
--------------------
(a) Written notice of each Annual or Special Meeting of Shareholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each shareholder entitled to vote thereat. Such notice
shall state the place, date, and hour of the meeting, and (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, at the time of
the mailing of the notice, intends to present for action by the Shareholders,
but any proper matter may be presented at the meeting for such action. The
notice of any meeting at which directors are to be elected shall include the
names of the nominees intended, at the time of the notice, to be presented by
management for election.
(b) Notice of a meeting of Shareholders shall be given either
personally or by mail addressed, postage prepaid, to the shareholder at the
address of such shareholder appearing on the authorized record books of the
corporation, or if no such address appears or is given, by publication at least
once in a newspaper of general circulation in the City of Los Angeles,
California. Notice of any meeting of Shareholders shall not be required to be
given to any shareholder who shall have waived such notice; and such notice
shall be deemed to be waived by any shareholder who shall attend such meeting in
person or by proxy, except a shareholder who shall attend such meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the grounds that the meeting has not been
lawfully called or convened. An affidavit of mailing of any notice or report in
accordance with the provisions of the California General Corporation Law,
executed by the Secretary, Assistant Secretary or any transfer agent, shall be
prima facie evidence of the giving of notice or report.
Section 2.05 Quorum and Vote Required.
------------------------
(a) At any meeting of Shareholders, the holders of record of a
majority of the shares issued and outstanding and entitled to vote thereat,
represented in person or by proxy, shall constitute a quorum for the transaction
of business. The affirmative vote of the holders of the majority of the shares
of such stock so constituting a quorum shall be considered to be the act of the
Shareholders, unless the vote of a greater number or voting by classes is
required by the General Corporation Law or by the Articles of Incorporation of
the corporation.
(b) The Shareholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding 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 number of shares required, to constitute a quorum.
Section 2.06 Adjourned Meeting and Notice Thereof.
------------------------------------
(a) Any meeting of shareholders, whether or not a quorum is
present, may be adjourned from time to time. In the absence of a quorum [except
as provided in Section 2.05(b) of this Article), no other business may be
transacted at such adjourned meeting.
(b) It shall not be necessary to give any notice of the time and
place of an adjourned meeting or of the business to be transacted thereat, other
than by announcement at the meeting at which such adjournment is taken;
provided, however, that when a meeting of shareholders is adjourned for more
than fifteen (15) days or, if after adjournment a new record date is fixed for
the adjourned meeting, notice of the adjourned meeting shall be given as in the
case of an original meeting.
Section 2.07 Voting.
------
(a) The Shareholders entitled to notice of any meeting or to vote
at any such meeting shall be only persons in whose name shares stand on the
share records of the corporation on the record date determined in accordance
with Section 2.08 of this Article. Persons holding shares of the corporation in
a fiduciary capacity shall be entitled to vote such shares. Persons whose shares
are pledged shall be entitled to vote the pledged shares, unless in the transfer
by the pledgor, the pledgor shall have expressly empowered the pledgee to vote
thereon, in which case only the pledqee, or his proxy, may represent such shares
and vote thereon. Shares having voting power standing of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or with
respect to which two or more persons have the same fiduciary relationship, shall
be voted by any one of the registered holders, either in person or by proxy.
(b) The vote at any meeting of Shareholders on any question need
not be by written ballot unless so directed by the Chairman of the meeting or so
requested by any shareholder at such meeting. On a vote by written ballot, each
ballot shall be signed by the shareholder voting, or by his duly appointed proxy
if there be such proxy, and it shall state the number of shares voted.
Section 2.08 Record Date.
-----------
(a) The Board may fix in advance a record date for the
determination of Shareholders entitled to notice of any meeting or to vote or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to rights, or entitled to exercise any rights in
respect to any other lawful action. The record date so fixed shall be not more
than sixty (60) nor less than ten (10) days prior to the date of the meeting,
nor more than sixty (60) days prior to any of the other aforementioned actions.
When a record date is so fixed, only Shareholders of record on that date are
entitled to notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment of rights, or to exercise of the rights, as the case
may be, notwithstanding any transfer of shares on the books of the corporation
after the record date. A determination of Shareholders of record entitled to
notice of or to vote at a meeting of Shareholders shall apply to any adjournment
of the meeting unless the Board fixes a new record date for the adjourned
meeting. The Board shall fix a new record date if the meeting is adjourned for
more than fifteen (15) days from the date set for the original meeting.
(b) If no record date is fixed by the Board, the record date for
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders shall be the close of business on the fifth (5th) business day next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the fifth (5th) business day next preceding the day on which the
meeting is held. If no record date is fixed by the Board, the record date for
determining Shareholders for any other purpose shall be at the close of business
on the fifth (5th) business day next preceding the day on which the Board adopts
the resolution relating thereto, or the sixtieth (60th) day prior to the date of
such other action, whichever is later.
Section 2.09 Consent of Absentees. The transactions of any meeting of
--------------------
Shareholders, however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents, or
approvals shall be filed with the corporate records or be made a part of the
minutes of such
meeting.
Section 2.10 Action Without Meeting. Any action which, under any
----------------------
provision of law, may be taken at any Annual or Special Meeting of Shareholders,
may be taken without a meeting and without prior notice thereof if a consent in
writing, setting forth the actions so taken, shall be signed by the holders of
record of the issued and outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Unless a record date for voting purposes be fixed as provided in Section 2.08 of
this Article, the record date for determining Shareholders entitled to give
consent pursuant to this Section 2.10, when no prior action by the Board has
been taken, shall be the day on which the first written consent is given.
Section 2.11 Proxies. Every person entitled to vote shares has the
-------
right to do so either in person or by one or more persons authorized by a
written proxy executed by such shareholder and filed with the Secretary of the
corporation before or at the meeting; provided, however, that no proxy may be
voted or acted upon after eleven (11) months from the date set forth on the said
proxy unless the proxy shall provide therein for a longer period. A proxy may be
revoked by a writing delivered to the Secretary of the corporation stating that
the proxy is revoked, or by a subsequent proxy executed by the person executing
the prior proxy and presented to the meeting, or, as to any meeting, by actual
attendance at such meeting in person and voting in person by the person
executing the proxy.
I
Section 2.12 Conduct of Meetings. The Chairman of the corporation, or
-------------------
in his absence the President shall preside as Chairman at all meetings of
Shareholders. The Chairman shall conduct each such meeting in a businesslike and
fair manner, but shall not be obligated to follow any technical, formal or
parliamentary rules or principles of procedure. The Chairman's ruling on
procedural matters shall be conclusive and binding on all Shareholders; unless
at the time of such ruling a request for a vote is made by a shareholder
entitled to vote and who is represented in person or by proxy at the meeting, in
which case the decision of a majority of such shares represented at the meeting
shall be conclusive and binding on all Shareholders. Without limiting the
generality of the foregoing, the Chairman shall have all of the powers usually
vested in the chairman of a meeting of Shareholders.
Section 2.13 Inspectors of Election. In advance of any meeting of
----------------------
Shareholders, the Board may appoint inspectors of election to act at the meeting
and any adjournment thereof. If inspectors are not appointed, or if any persons
so appointed fail to appear or refuse to act, the Chairman of such meeting may
appoint inspectors at the meeting. The number of inspectors shall be either one
or three. Each inspector so appointed shall first subscribe an oath to
faithfully execute the duties of an inspector at such meeting with strict
impartiality and according to the best of his ability. Such inspectors shall
have the duties prescribed by Section 707(b) of the California General
Corporation Law and they (i) shall decide upon the qualification of those
entitled to vote, (ii) shall report the number of shares represented at the
meeting and entitled to vote on the question presented, (iii) shall conduct the
balloting and accept the votes, and (iv) when the voting is completed, shall
ascertain and report the number of shares voted respectively for and against
each question presented. Reports of the inspectors shall be in writing and
subscribed and delivered by them to the Secretary of the corporation. If there
are three inspectors of election, the decision, act, or certificate of a
majority is effective in all respects as the decision, act or certificate of
all.
ARTICLE III. DIRECTORS
-----------------------
Section 3.01 Powers. Subject to any limitation of the Articles of
------
Incorporation, of these Bylaws, and of actions required by law to be approved by
the Shareholders, the business and affairs of the corporation shall be managed
and all corporate powers shall be vested in, and exercised by or under the
direction of the Board of Directors. The Board may, as permitted by law,
delegate the management of the day-to-day operation of the business of the
corporation to a management company or other persons or officers of the
corporation, provided that the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised under the ultimate direction
and policies of the Board.
Section 3.02 Number of Directors. The authorized number of directors
-------------------
of the corporation shall be nine.
Section 3.03 Election and Term of Office.
---------------------------
(a) Directors will be elected in the manner provided herein at each
Annual Meeting of Shareholders, but if such Annual Meeting of Shareholders is
not held or the directors are not elected thereat, the directors may be elected
at any Special Meeting of Shareholders held for that purpose. Each director,
including a director elected to fill a vacancy, shall hold office until the next
Annual Meeting of Shareholders and until a successor has been duly elected and
qualified, or until he or she shall resign or shall have been removed.
(b) At each election the persons receiving the greatest number of
votes, up to the number of directors then to be elected, shall be the persons
then elected. The election of directors shall be subject to any provisions
contained in the Articles of Incorporation relating thereto, and to any
provisions of California law for cumulative voting in the election of directors.
Nominations of persons to serve as directors shall be submitted to the Secretary
of the corporation at the meeting of Shareholders at which directors will be
elected.
Section 3.04 Resignation. Any director may resign at any time by
-----------
giving written notice to the Board or to the Chairman of the Board, the
President or the Secretary of the corporation. Any such resignation shall take
effect at the times specified therein or, if the time he not specified, it shall
take effect immediately upon its receipt; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. If a resignation is to be effective at a future time, a successor may
be elected to take office when the resignation becomes effective.
Section 3.05 Vacancies.
---------
(a) A vacancy or vacancies in the Board shall be deemed to exist in
case of the death, resignation or removal of any director, or if the authorized
number of directors be increased, or if the Shareholders fail at any Annual or
Special Meeting of Shareholders at which any directors are elected to elect the
full authorized number of directors to be voted for at said meeting.
(b) The Board may declare vacant the office of a director who has been
declared of unsound mind by an order of court of duly authorized jurisdiction or
a director who has been convicted of a felony. Except to the extent it would be
contrary to the Articles of Incorporation or law, any director may be removed at
any time, with or without cause, by the affirmative vote of Shareholders having
a majority of the voting power of the corporation given at a Special Meeting of
Shareholders called for that purpose; provided, however, that no director may be
removed (unless the entire Board of Directors is removed) when the votes cast
against such 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 total number of votes were cast (or if such action is taken by written
consent, all shares entitled to vote were voted) and the entire number of
directors authorized at the time of the directors most recent election were then
being elected.
(c) No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of the director's term
of office.
(d) Except as otherwise provided in the Articles of Incorporation, any
vacancy on the Board, whether because of death, resignation, disqualification,
an increase in the number of directors, or any other cause, may be filled by the
vote of the majority of the remaining directors, although less than a quorum;
provided, however, that a vacancy occurring by reason of removal of a director
by the vote of Shareholders may be filled only by the vote of the Shareholders.
The Shareholders may elect a director at any time to fill a vacancy not filled
by the directors, and any such election by Shareholders shall require the
consent of a majority of the Shareholders entitled to vote; provided, however,
that no director shall be elected by written consent to fill a vacancy created
by removal of any director, except by the unanimous written consent of all
Shareholders entitled to vote for the election of directors. Each director
chosen to fill a vacancy shall hold office until the next Annual Meeting of
Shareholders and until his successor shall have been elected and qualified or
until he shall resign or shall have been removed.
Section 3.06 Place of Meetings. All meetings of the Board shall be
-----------------
held either at the principal executive office of the corporation or at any other
location within or without the State of California as shall be determined, from
time to time, by the Board of Directors, or as specified in the respective
notices or waivers of notice thereof.
Section 3.07 First Meeting. Immediately following each Annual Meeting
-------------
of Shareholders the Board shall meet for the purpose of organization, selection
of a Chairman of the Board, election of officers, and the transaction of any
other proper business. Except as provided by law, notice of such First
Meeting is hereby dispensed with.
Section 3.08 Regular Meetings. The Board of Directors shall hold
----------------
Regular Meetings on the last Tuesday of February, August and November at 11:00
a.m., but the Executive Committee of the Board, if any is created, may meet more
often if the Committee deems it necessary or appropriate. Except as provided by
law, notice of Regular Meetings of the Board of Directors is hereby dispensed
with.
Section 3.09 Special Meetings.
----------------
(a) Special Meetings of the Board may be called at any time by the
Chairman of the Board, the President, or the Secretary or by any two directors.
(b) Special Meetings of the Board shall be held upon at least four
days' written notice or 48 hours notice given personally or by telephone,
telegraph, telex or other similar means of communication. Any such notice shall
be addressed or delivered to each director at such director's address as it is
shown upon the records of the corporation or as may have been given to the
corporation by the director for purposes of notice.
Section 3.10 Quorum. The presence of a majority of the authorized
------
number of directors shall be required to constitute a quorum of the Board of
Directors for the transaction of business at any meeting of the Board, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board, unless a greater number of
directors is required for any specific action by law, or by these Bylaws, or by
the Articles of Incorporation of the corporation. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, and every act or decision approved by at least a
majority of the number of directors required, as noted above, to constitute a
quorum for such meeting shall be regarded as the act or decision of the Board,
unless a greater number of directors is required by law, by the Bylaws, or by
the Articles of Incorporation of the corporation. The directors shall act only
as a Board, and the individual directors shall have no power as such, unless
such power be expressly conferred upon a director by a duly adopted resolution
of the Board.
Section 3.11 Participation in Meetings by Conference Telephone.
--------------------------------------------------
Members of the Board may participate in a meeting of the Board through use of
conference telephone or similar communications equipment, but only so long as
all members participating in such meeting can hear and freely communicate with
one another.
Section 3.12 Waiver of Notice. The transactions of any meeting of the
----------------
Board, however called and noticed or wherever held, shall be as valid as though
had at a meeting duly held after regular call and notice if a quorum be present
at such meeting, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, and a consent to the
holding such meeting, or an approval of the minutes thereof. All such waivers
and consents or approvals shall be filed with the corporate records or be made a
part of the minutes of the meeting.
Section 3.13 Adjournment. A majority of the directors present, whether
-----------
or not a quorum is present, may adjourn any meeting of directors to another time
and place. If the meeting is adjourned for more than twenty-four (24) hours,
notice of such adjournment to another time or place shall be given prior to the
time of the reconvening of the adjourned meeting to the directors who were not
present at the meeting at the time of the adjournment.
Section 3.14 Fees and Compensation. Directors and members of
---------------------
committees may receive such compensation, if any, for their services and such
reimbursement for expenses, as may be fixed or determined by the Board.
Section 3.15 Action Without Meeting. Any action required or permitted
----------------------
to be taken by the Board may be taken without a meeting of the Board if all
members of the Board shall individually or collectively consent in writing to
such action. Such unanimous written consent or consents shall have the same
effect as a unanimous vote of the Board, and shall be filed with the minutes of
the proceedings of the Board.
Section 3.16 Committees.
----------
(a) The Board may, by resolution passed by a majority of the
authorized number of directors, designate one or more committees of the Board,
each committee to consist of one or more of the directors at the corporation.
Among the committees which may be appointed may be an Executive Committee which
shall have and may exercise all the powers and authority of the Board in the
management of the affairs of the corporation between Regular or Special meetings
of the Board.
(b) All committees shall have and may exercise the powers and
authority of the Board in the management of the business and affairs of the
corporation to the extent provided in the resolution of the Board creating said
committees; but no committee shall have any power or authority in reference to
(i) the approval of any action which requires Shareholders' approval or approval
of the outstanding shares; (ii) amending the Articles of Incorporation; (iii)
adopting an agreement of merger or consolidation; (iv) recommending to the
Shareholders the sale, lease or exchange of all or substantially all of the
corporation's properties and assets; (v) recommending to the Shareholders a
dissolution of the corporation or a revocation of the dissolution; (vi) amending
or repealing the Bylaws of the corporation; (vii) the filling of vacancies on
the Board or on any committee; (viii) the fixing of compensation of directors
for serving on the Board or on any committee; (ix) amending or repealing any
resolution of the Board which by its express terms is not so amendable or
repealable by the Board; (x) declaring a distribution to Shareholders; and (xi)
issuing shares.
(c) The Board shall have the power to prescribe the manner in which
the proceedings of any such committee shall be conducted. Unless the Board or
such committee shall otherwise provide, the regular or special meetings and
other actions of any such committee shall be governed by the provisions in this
Article applicable to meetings and actions of the Board. Written minutes shall
be kept of each meeting of each committee of the Board.
Section 3.17 Officers of the Board. The Board in addition to having a
---------------------
Chairman of the Board shall have a Vice Chairman of the Board. In the absence or
disability of the Chairman of the Board, the Vice Chairman of the Board shall
preside at meetings of the Shareholders and Board of Directors. The Vice
Chairman shall have such other powers and duties as shall be designated by the
Board.
ARTICLE IV. OFFICERS
---------------------
Section 4.01 Officers. The officers of the corporation shall be:
--------
(i) Chairman of the Board: The Chief Executive Officer of
the corporation;
(ii) Vice Chairman: Presides at any Director and Shareholder
meetings in absence of Chief Executive Officer.
(iii) President: The Chief Operating Officer of the corporation;
(iv) Executive Vice President: Officer in charge of Actuarial and
Controller functions, also Financial, Auditing and Administrative Services;
(v) Group Vice President and General Counsel: The officer in
charge of the House Counsel operation, Corporate, Legal, Claims and Human
Resources;
(vi) Senior Vice President and Secretary: The Chief Financial
Officer of the corporation, as well as the person responsible for the
maintenance of the corporate records such as the Articles of Incorporation,
Bylaws, Minutes and list of Shareholders. The maintenance of the list of
Shareholders may be delegated to a transfer agent;
(vii) Senior Vice President, Operations: The officer in charge of
Information Services, Field Accounting, and Policy Processing;
(viii) Senior Vice President, Claims: The officer in charge
of the administration of claims under the jurisdiction and supervision of the
Group Vice President and General Counsel;
(ix) Senior Vice President, Field Services: The officer in
charge of Marketing, Underwriting and Policy Services;
(x) Senior Vice President, Chief Actuary: The officer in charge
of the actuarial, controller functions and internal audit;
(xi) Vice President, Information Services: The officer in charge of
data processing under the jurisdiction of the Senior Vice President Operations;
(xii) Vice President, Administrative Services: The officer in
charge of the physical plant such as the building, furniture and equipment, mail
room and company car fleet;
(xiii) Vice President, Marketing: The officer in charge of direct
mail advertising and new business acquisition programs;
(xiv) Vice President, Corporate Relations: The officer in
charge of outside public and industry affairs as well as inside employee
relations and all corporate training;
(xv) Vice President, Human Resources: The chief personnel officer
of the corporation;
(xvi) Treasurer, Assistant Secretary: Assistant to the Chief
Financial Officer and Secretary of the Corporation and head of corporate
accounting;
(xvii) Controller: The officer in charge of taxes, budget and profit
projections.
Section 4.02 Appointment. The Chairman of the Board and the President
-----------
of the Corporation shall be elected by the Board. The other officers described
in Section 4.01 hereof may be appointed by the Chairman of the Board or the
President, subject to their election at the organizational meeting of the Board
following the annual meeting of shareholders.
Section 4.03 Subordinate Officers. The Board and the Chairman of the
--------------------
Board and the President, or any of them, may appoint such other officers as the
business of the Corporation may require, each of whom shall have such authority
and perform such duties as the Board, the Chairman of the Board or the President
from time to time may direct.
Section 4.04 Removal and Resignation.
------------------------
(a) All officers shall serve at the pleasure of the Board, and may be
removed from office by the Board or by any officer upon whom such authority is
conferred in this Section.
No officer of the corporation shall have any employment status other than that
of an "at will" employee whose employment can be terminated at any time, with or
without cause and with or without notice, unless there is a written agreement
altering this "at will" employment status, approved by a resolution of the Board
before it is binding and effective. All officers who are not employed pursuant
to a written contract approved by resolution of the Board (i) may be removed at
any time, with or without cause and with or without notice, by the Chairman of
the Board or by a majority of the directors then in office; or (ii) except in
the case of the Chairman of the Board, may be removed at any time, with or
without cause and with or without notice, by the Chairman of the Board, the
President, or by any other officer upon whom such power of removal may be
conferred by the Board.
(b) Any officer may resign at any time without prejudice to any rights
of the corporation under any contract to which the Corporation is a party by
giving written notice to the Board, or to the Chairman of the Board, or to the
President or to the Secretary of the Corporation. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein; and unless otherwise provided therein; and unless otherwise
provided therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 4.05 Vacancies. A vacancy of any office because of death,
---------
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed by these Bylaws for the regular appointment to such office.
ARTICLE V. CONTRACTS, CHECKS,
------------------------------
DRAFTS, BANK ACCOUNTS. ETC.
--------------------------
Section 5.01 Execution of Contracts. Except as these Bylaws may
----------------------
otherwise provide, the Board may, by duly adopted resolution, authorize any
officer or agent of the corporation to enter into any contract or execute any
instrument in the name and on behalf of the corporation, and such authority may
be general or confined to specific instances; and unless so authorized by the
Board or by these Bylaws, 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 in any amount.
Section 5.02 Checks, Drafts, Etc. All checks, drafts or other orders
-------------------
for payment of money, notes or other evidence of indebtedness issued in the name
of or which are payable to the corporation, shall be signed by or endorsed by
such person or persons and in such manner as, from time to time, shall be
determined by resolution of the Board. Each such person shall give such bond, if
any, as the Board may require.
Section 5.03 Deposit. All funds of the corporation not otherwise
-------
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any Board committee, officer, assistant, agent or attorney
of the corporation to whom such power shall have been delegated by the Board.
For the purpose of deposit and for the purpose of collection for the account of
the corporation, the President, Secretary, any Vice-President or the Treasurer
(or any other officer, assistant, agent or attorney of the corporation who shall
from time to time be determined by the Board) may endorse, assign and deliver
checks, drafts and other orders for the payment of money which are payable to
the order of the corporation.
Section 5.04 General and Special Bank Accounts. The Board may from
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time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any Board committee, officer, assistant, agent
or attorney of the corporation to whom such power shall have been delegated by
the Board. The Board may make such special rules and regulations with respect to
such bank accounts, not inconsistent with the provisions of these Bylaws, as it
may deem expedient.
ARTICLE VI. SHARES AND THEIR TRANSFER
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Section 6.01 Certificates for Shares.
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(a) Every owner of shares of the corporation shall be entitled to
have a certificate or certificates, to be in such form as the Board shall
prescribe, certifying the number and class of shares of the corporation owned by
him. The certificates representing such shares shall be numbered in the order in
which they shall be issued, and shall be signed in the name of the corporation
by the Chairman of the Board, or by the President and by the Secretary or
Assistant Secretary, or by the duly appointed transfer agent or registrar of the
corporation. Any of the signatures on the certificates may be a facsimile
signature, provided that at least the signature of the corporation's transfer
agent or registrar on the certificate is an original signature. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon any such certificate shall thereafter have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the corporation with the same
effect as though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent or
registrar at the date of issue.
(b) A record shall be kept of the respective names of the persons,
firms or corporations owning the shares represented by such certificates, the
number and classes of shares represented by such certificates, respectively, and
the respective issuance dates thereof, and in case of cancellation, the
respective dates of cancellation. Every certificate surrendered to the
corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 6.04.
Section 6.02 Transfer of Shares. Transfers of shares of the
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corporation shall be made only on the books of the corporation by the registered
holder thereof, or by his attorney thereunto authorized by written power of
attorney duly executed and filed with the Secretary of the corporation or with a
transfer agent duly appointed as provided in Section 6.03, and upon surrender of
the certificate or certificates for such shares properly endorsed and the
payment of all required taxes thereon. The person in whose name shares of stock
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation. Whenever any transfer of shares shall be
made for collateral security purposes, and not absolutely, such fact shall be
expressly stated in the entry of transfer if, when the certificate or
certificates shall be presented to the corporation for transfer, both the
transferor and the transferee request the corporation to do so.
Section 6.03 Regulations. The Board may make such rules and
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regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the corporation. It may appoint, or authorize any officer or officers to
appoint, one or more transfer agents and one or more registrars, and may require
all certificates for shares to bear the signature or signatures or facsimiles
thereof of any of them.
Section 6.04 Lost, Stolen, Destroyed. and Mutilated Certificates.
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In any case of loss, theft, destruction, or mutilation of any certificate of
shares, another certificate may be issued in its place upon proof of such loss,
theft, destruction, or mutilation, and upon the giving of a bond of indemnity to
the corporation in such form and in such sum as the Board may direct; provided,
however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board, it is appropriate and proper so to do.
ARTICLE VII. INDEMNIFICATION
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Section 7.01 For the purposes of this Article VII, "agent" means 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 "expenses" includes without limitation
attorneys' fees and any expenses of establishing a right to indemnification
under Section 7.04 or Section 7.05(c) of this Article VII.
Section 7.02 The corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any proceeding
(other than an action by or in the right of the corporation to procure a
judgment in its favor; by reason of the fact that such person is or was an agent
of the corporation, against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with such proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of such person was
unlawful. The termination of any proceeding by judgment, order, settlement,
conviction 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 the person reasonably believed to be in the best interests of the
corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.
Section 7.03 The corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was an agent
of the corporation, against expenses actually and reasonably incurred by such
person in connection with the defense or settlement of such action if such
person acted in good faith, in a manner such person believed to be in the best
interests of the corporation and its shareholders.
No indemnification shall be made under this Section 7.03 for any of
the following:
(a) In respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation in the performance of
such person's duty to the corporation and its shareholders, unless and only to
the extent that the court in which such proceeding is or was pending shall
determine upon application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for expenses and only
to the extent that the court shall determine;
(b) Of amounts paid in settling or otherwise disposing of a pending
action without court approval; or
(c) Of expenses incurred in defending a pending action, which is
settled or otherwise disposed of without court approval.
Section 7.04 To the extent that an agent of the corporation has been
successful on the merits in defense of any proceeding referred to in Section
7.02 or Section 7.03 or in defense of any claim, issue or matter therein, the
agent shall be indemnified against expenses actually and reasonably incurred by
the agent in connection therewith.
Section 7.05 Except as provided in Section 7.04, any indemnification
under this Article VII shall be made by the corporation only if authorized in
the specific case, upon a determination that indemnification of the agent is
proper in the circumstances because the agent has met the applicable standard of
conduct set forth in Section 7.02 or Section 7.03, by any of the following:
(a) A majority vote of a quorum consisting of Directors who are not
parties to such proceeding;
(b) If such a quorum of Directors is not obtainable, by independent
legal counsel in a written opinion;
(c) Approval by the affirmative vote of a majority of the shares of
the corporation 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. For this purpose, the shares owned by the
person to be indemnified shall not be considered outstanding and shall not be
entitled to vote thereon; or
(d) The court in which such proceeding is or was pending upon
application made by the corporation or the agent or the attorney or other person
rendering services in connection with the defense, whether or not such
application by the agent, attorney or other person is opposed by the
corporation.
Section 7.06 Expenses incurred in defending any proceeding may be
advanced by the corporation prior to the final disposition of such proceeding
upon receipt of an undertaking by or on behalf of the agent to repay such amount
if it shall be determined ultimately that the agent is not entitled to be
indemnified as authorized in this Article VII.
Section 7.07 The indemnification provided by this Article VII shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under these Bylaws or under any agreement, vote
of shareholders or disinterested Directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office, to the extent such additional rights to indemnification are authorized
in the Articles of Incorporation. The rights to indemnity hereunder shall
continue as to a person who has ceased to be a Director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors and administrators
of the person. Nothing contained in this Article VII shall affect any right to
indemnification to which persons other than such directors and officers nay be
entitled by contract or otherwise.
Section 7.08 No indemnification or advance shall be made under this
Article VII, except as provided in Section 7.04 or Section 7.05(c), in any
circumstance where it appears:
(a) That it would be inconsistent with a provision of the Articles of
Incorporation, these Bylaws, a resolution of the Shareholders or an agreement in
effect at the time of the accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly imposed
by a court in approving a settlement.
Section 7.09 The corporation shall have power to purchase and maintain
insurance on behalf of any agent of the corporation 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 power to
indemnify the agent against such liability under the provisions of this Article
VII. The fact that the corporation owns all or a portion of the shares of the
company issuing a policy of insurance shall not render this Section inapplicable
if either of the following conditions are satisfied:
(a) If authorized in the Articles of Incorporation, any policy issued
is limited to the extent provided by subdivision (d) of Section 204 of the
California Corporations Code; or
(b) (i) The company issuing the insurance policy is organized,
licensed and operated in a manner that complies with the insurance laws and
regulations applicable to its jurisdiction of organization;
(ii) The company issuing the policy provides procedures for
processing claims that do not permit that company to be subject to the direct
control of the corporation that purchased that policy; and
(iii) The policy issued provides for some manner of risk sharing
between the issuer and purchaser of the policy, on the one hand, and some
unaffiliated person or persons, on the other, such as by providing for more than
one unaffiliated owner of the company issuing the policy or by providing that a
portion of the coverage furnished will be obtained from some unaffiliated
insurer or reinsurer.
Section 7.10 The provisions of this Article VII do not apply to any
proceeding against any trustee, investment manager or other fiduciary of an
employee benefit plan in such person's capacity as such, even though such person
may also be an agent of the employer corporation as defined in Section 7.01 of
this Article VII. The corporation shall have power to indemnify such a trustee,
investment manager or other fiduciary to the extent permitted by subdivision (f)
of Section 207 of the California Corporations Code.
ARTICLE VIII. MISCELLANEOUS
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Section 8.01 Seal. The Board shall provide a corporate seal, which
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shall be in the form of a circle and shall bear the name of the corporation and
words and figures showing that the corporation was incorporated in the State of
California and the year of the incorporation.
Section 8.02 Waiver of Notices. Whenever notice is required to be
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given by these Bylaws or the Articles of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.
Section 8.03 Fiscal Year. The fiscal year of the corporation shall be
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that twelve-month period ending on December 31 in each year.
Section 8.04 Dividends. The Board may from time to time declare, and
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the corporation may pay, dividends on its outstanding shares in the manner and
on the terms and conditions provided by law, subject to any legal, regulatory or
contractual restrictions to which the corporation is then subject.
Section 8.05 Representation of Shares of Other Corporations. The
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Chairman of the Board or any officer or officers authorized by the Board or by
the Chairman of the Board are each authorized to vote, represent, and exercise
on behalf of the corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this corporation,
including subsidiaries of the corporation. The authority granted herein may he
exercised either by any such officer in person or by any other person authorized
to do so by proxy or power of attorney duly executed by said officer.
Section 8.06 Inspection of Bylaws. The corporation shall keep at its
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principal executive office the original or a copy of its Bylaws as amended to
date, which copy shall be open to inspection by Shareholders at all reasonable
times during office hours. If the principal executive office of the corporation
is outside the State of California and the corporation has no principal business
office in such state, it shall upon the written notice of any Shareholder
furnish to such Shareholder a copy of these Bylaws as amended to date. The
original or a copy of the Bylaws certified to be a true copy by the Secretary or
an Assistant Secretary of the corporation shall be prima facie evidence of the
adoption of such Bylaws and of the matters stated therein.
Section 8.07 Amendment of Bylaws. Subject to the right of the
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outstanding shares to adopt, amend, or repeal Bylaws, these Bylaws may, from
time to time and at any time, be amended or repealed, and new or additional
Bylaws adopted, by approval of the Board; provided, however, that such Bylaws
may not contain any provision in conflict with law or with the Articles of
Incorporation of the corporation. Any Bylaw changing the variable number of
directors or changing from a variable Board to a fixed Board may be adopted only
by approval of the outstanding shares and only in conformity with law.
Section 8.08 Construction of Bylaws. Unless otherwise stated in these
----------------------
Bylaws or unless the context requires, the definitions contained in the General
Corporation Law shall govern the construction of these Bylaws. Without limiting
the generality of the foregoing, the masculine gender includes the feminine and
neuter, the singular number includes the plural and the plural number includes
the singular, and the word "person" includes a corporation or other entity as
well as a natural person.
Section 8.09 Annual Report to Shareholders. The annual report to
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shareholders referred to in Section 1501 of the California General Corporation
Law 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 consider to be appropriate.
Section 8.10 National Emergency. In the event of a national emergency
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as described in Section 688 of the California Insurance Code, this corporation
shall be considered to have those emergency bylaw provisions which are provided
for by statute in Article 1.7 of Chapter 1 of Part 2 of the California Insurance
Code as now in effect or as hereafter may be amended.
CERTIFICATION
I, A. Kobayashi, do hereby certify that
(1) I am, and at all times mentioned herein was, the duly elected and
acting secretary of 20th Century Industries, a California corporation;
(2) That the foregoing Bylaws consisting of 37 pages are the Bylaws
adopted by the Board of Directors of 20th Century Industries, a California
corporation, at their meeting held on August 30, 1988.
Witness my hand and corporate seal this 30th day of August, 1988.
/s/ A. Kobayashi
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A. KOBAYASHI
(CORPORATE SEAL)