EXHIBIT 3.2
SERVICE 1ST BANCORP BYLAWS, AS AMENDED
Amendment to Article III, Section 16 of the Bylaws effective March 30, 2006. The
second sentence of Section 16 was amended to read as follows: "The exact number
of directors within said range shall be fixed by a resolution adopted by the
Board of Directors; and unless and until so fixed, the exact number of directors
is hereby fixed at twelve (12)."
Amendment to Article III, Section 16 of the Bylaws effective March 17, 2005. The
second sentence of Section 16 was amended to read as follows: "The exact number
of directors within said range shall be fixed by a resolution adopted by the
Board of Directors; and unless and until so fixed, the exact number of directors
is hereby fixed at eleven (11)."
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BYLAWS
OF
SERVICE 1ST BANCORP
TABLE OF CONTENTS
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Page
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Section 1. Principal Office..............................................9
Section 2. Other Offices.................................................9
ARTICLE II Meetings of Shareholders..........................................9
Section 3. Place of Meeting..............................................9
Section 4. Annual Meeting; Shareholder Proposals.........................9
Section 5. Special Meeting..............................................10
Section 6. Notice of Shareholders' Meeting..............................10
Section 7. Nominations for Election to Board of Directors...............11
Section 8. Quorum.......................................................11
Section 9. Adjourned Meeting............................................11
Section 10. Waiver or Consent by Shareholders............................12
Section 11. Action Without Meeting.......................................12
Section 12. Voting Rights; Cumulative Voting.............................13
Section 13. Proxies......................................................14
Section 14. Inspectors of Election.......................................14
ARTICLE III Directors; Management...........................................15
Section 15. Powers.......................................................15
Section 16. Number and Qualification of Directors........................15
Section 17. Election and Term of Office..................................15
Section 18. Removal of Directors.........................................15
Section 19. Vacancies....................................................16
Section 20. Place of Meeting.............................................16
Section 21. Organizational Meetings......................................16
Section 22. Other Regular Meeting........................................16
Section 23. Special Meeting..............................................17
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Section 24. Quorum.......................................................17
Section 25. Contents of Notice and Waiver of Notice......................17
Section 26. Adjournment..................................................18
Section 27. Notice of Adjournment........................................18
Section 28. Telephone Participation......................................18
Section 29. Action without Meeting.......................................18
Section 30. Fees and Compensation........................................18
ARTICLE IV Officers.........................................................18
Section 31. Officers.....................................................18
Section 32. Election.....................................................18
Section 33. Subordinate Officers.........................................18
Section 34. Removal and Resignation......................................19
Section 35. Vacancies....................................................19
Section 36. Chairman of the Board........................................19
Section 37. Chief Executive Officer......................................19
Section 38. Vice Presidents..............................................19
Section 39. Secretary....................................................20
Section 40. Chief Financial Officer......................................20
ARTICLE V General Corporate Matters.........................................21
Section 41. Record Date and Closing of Stockbooks........................21
Section 42. Corporate Records and Inspection by Shareholders
and Directors...............................................21
Section 43. Checks, Drafts, Evidences of Indebtedness....................22
Section 44. Corporate Contracts and Instruments; How Executed............22
Section 45. Stock Certificates...........................................22
Section 46. Lost Certificates............................................22
Section 47. Reports to Shareholders......................................22
Section 48. Indemnity of Officers and Directors..........................23
ARTICLE VI Amendments.......................................................28
Section 49. Amendments by Shareholders...................................28
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Section 50. Amendments by Directors......................................28
ARTICLE VII Committees of the Board.........................................29
Section 51. Committees of the Board......................................29
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ARTICLE I
Offices
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Section 1. Principal Office. The principal executive office in the
State of California for the transaction of the business of the corporation
(called the principal office) shall be fixed from time to time by resolution of
the Board of Directors.
Section 2. Other Offices. One or more branches or other subordinate
offices may at any time be fixed and located by the Board of Directors at such
place or places within or without the State of California as the Board deems
appropriate.
ARTICLE II
Meetings of Shareholders
------------------------
Section 3. Place of Meeting. Meetings of the shareholders shall be held
at any place within or outside the State of California that may be designated
either by the Board of Directors in accordance with these Bylaws, or by the
written consent of all persons entitled to vote at the meeting, given either
before or after the meeting and filed with the Secretary of the corporation. If
no such designation is made, the meetings shall be held at the principal office
of the corporation designated in accordance with Section 1 of these Bylaws.
Section 4. Annual Meeting; Shareholder Proposals.
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(a) The annual meeting of the shareholders shall be held on a date
and at a time and location designated by the Board of Directors. The date so
designated shall be within fifteen (15) months after the last annual meeting of
shareholders, if not a legal holiday, and if a legal holiday, then on the next
succeeding business day, at which time the shareholders shall elect a Board of
Directors, consider reports of the affairs of the corporation, and transact such
other business as may properly be brought before the meeting.
(b) If the annual meeting of shareholders shall not be held on the
date above specified, the Board of Directors shall cause such a meeting to be
held as soon thereafter as convenient, and any business transacted or election
held at such meeting shall be as valid as if transacted or held at an annual
meeting on the date above specified.
(c) Notice of proposals which shareholders intend to present at
any annual meeting of shareholders and wish to be included in the proxy
statement of management of the corporation distributed in connection with such
annual meeting must be received at the principal executive offices of the
corporation not less than 120 days prior to the date on which, during the
previous year, management's proxy statement for the previous year's annual
meeting was first distributed to shareholders. Any such proposal, and the
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proponent shareholder, must comply with the eligibility requirements set forth
in Rule 14a-8 of the Securities and Exchange Commission.
(d) The proxy solicited by management for any annual meeting of
shareholders shall confer discretionary authority upon management's proxy
holders to vote with respect to any shareholder proposal offered at such
meeting, the proponent of which has not notified the corporation, within the
time period specified by Section 2 of these Bylaws, of his or her intention to
present such proposal at the annual meeting. Specific reference to such voting
authority shall be made in management's proxy statement for each annual meeting.
Section 5. Special Meeting. Special meetings of the shareholders, for
any purpose or purposes whatsoever, may be called at any time by the Board of
Directors, the Chairman of the Board, the President, or by holders of shares
entitled to cast not less than ten percent (10%) of the votes at the meeting. At
such meetings, no business may be transacted other than as is generally
specified in the notice provided to the shareholders pursuant to Section 6 of
these Bylaws.
Section 6. Notice of Shareholders' Meeting.
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(a) Whenever shareholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given not less
than 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 (1) in the case of a special meeting, the
general nature of the business to be transacted, or (2) in the case of the
annual meeting, those matters which the Board, at the time of the mailing of the
notice, intends to present for action by the shareholders, but subject to the
provisions of Section 601(f) of the California Corporations Code (the "Code"),
any proper matter may be presented at the meeting for such action. The notice of
any meeting at which directors are to be elected shall include the names of
nominees intended at the time of the notice to be presented by management for
election.
(b) Notice of a shareholders' meeting shall be given either
personally or by first class mail or other means of written communication,
addressed to the shareholder at the address of such shareholder appearing on the
books of the corporation or given by the shareholder to the corporation for the
purpose of notice; or if no such address appears or is given, at the place where
the principal office of the corporation is located. The notice shall be deemed
to have been given at the time when delivered personally or deposited in the
mail or sent by other means of written communication.
(c) Notwithstanding the foregoing, whenever the corporation has
outstanding shares held of record by five hundred (500) or more persons, notice
may be given by third class mail as provided in Sections 601(a) and 601(b) of
the Code.
(d) If any notice addressed to the shareholder at the address of
such shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
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United States Postal Service is unable to deliver the notice to the shareholder
at such address, all future notices shall be deemed to have been duly given
without further mailing if the same shall be available for the shareholder upon
written demand of the shareholder at the principal office of the corporation for
a period of one year from the date of the giving of the notice to all other
shareholders.
(e) Upon request in writing to the Chairman of the Board,
President, or Secretary by any person entitled to call a special meeting of
shareholders, the officer forthwith shall cause notice to be given to the
shareholders entitled to vote that a meeting will be held at a time requested by
the person or persons calling the meeting, not less than thirty-five nor more
than sixty days after the receipt of the request.
Section 7. Nominations for Election to Board of Directors. Nominations
for election to the Board of Directors may be made by the Board of Directors or
by any shareholder entitled to vote for the election of directors. Nominations,
other than those made by the Board of Directors, shall be made in writing and
shall be delivered or mailed, with first-class United States mail postage
prepaid, to the President by the later of: (i) the close of business twenty-one
(21) days prior to any meeting of shareholders called for the election of
directors; or (ii) seven (7) days after the date of mailing of notice of the
meeting of shareholders. Shareholder nominations shall contain the following
information: (a) the name, age, business address and, if known, residence
address of each proposed nominee; (b) the principal occupation or employment of
each proposed nominee; (c) the total number of shares of capital stock of the
corporation that are beneficially owned by each proposed nominee and by the
nominating shareholder; (d) the name and residence address of the notifying
shareholder; and (e) any other information the corporation must disclose
regarding director nominees in the corporation's proxy solicitation. Shareholder
nominations shall be signed by the nominating shareholder and by each nominee,
and shall be accompanied by a written consent to be named as a nominee for
election as a director from each proposed nominee. Nominations not made in
accordance with this Section may be disregarded by the Chairman of the meeting,
and if the Chairman so instructs, the inspectors of election may disregard all
votes cast for each such nominee.
Section 8. Quorum. The presence at any meeting, in person or by proxy,
of the persons entitled to vote a majority of the voting shares of the
corporation shall constitute a quorum for the transaction of business.
Shareholders present at a valid meeting at which a quorum is initially present
may continue to do business until adjournment notwithstanding the withdrawal of
enough shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by persons voting more than twenty five percent (25%)
of the shares entitled to vote.
Section 9. Adjourned Meeting.
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(a) Any annual or special shareholders' meeting may be adjourned
from time to time, even though a quorum is not present, by vote of the holders
of a majority of the voting shares present at the meeting either in person or by
proxy, provided that in the absence of a quorum, no other business may be
transacted at the meeting except as provided in Section 8.
(b) Notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, any business may be transacted which might have
been transacted at the original meeting. If the adjournment is for more than
forty-five (45) days or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.
Section 10. Waiver or Consent by Shareholders.
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(a) 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, one or more of the
holders of each of the shares entitled to vote, not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
(b) Attendance of a person at a meeting shall constitute a waiver
of notice of and presence at such meeting, except when the person objects, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened and except that attendance at a
meeting is not a waiver of any right to object to the consideration of matters
required by Section 6 of these Bylaws or Section 601(f) of the Code to be
included in the notice but not so included, if such objection is expressly made
at the meeting. Neither the business to be transacted at nor the purpose of any
regular or special meeting of shareholders need be specified in any written
waiver of notice, consent to the holding of the meeting or approval of the
minutes thereof, except as provided in Section 601(f) of the Code.
Section 11. Action Without Meeting.
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(a) Any action which may be taken at any annual or special meeting
of shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted, except that
unanimous written consent shall be required for election of directors to
non-vacant positions.
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(b) Unless the consents of all shareholders entitled to vote have
been solicited or received in writing, notice shall be given to non-consenting
shareholders to the extent required by Section 603(b) of the Code.
(c) Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares or a personal representative of the
shareholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the corporation.
Section 12. Voting Rights; Cumulative Voting.
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(a) Only persons in whose names shares entitled to vote stand on
the stock records of the corporation at the close of business on the record date
fixed by the Board of Directors as provided in Section 41 hereof for the
determination of shareholders of record shall be entitled to notice of and to
vote at such meeting of shareholders. If no record date is fixed, the record
date for determining shareholders entitled to notice of or to vote at a meeting
of shareholders shall be at the close of business on the business day next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the business day next preceding the day on which the meeting is
held; the record date for determining shareholders entitled to give consent to
corporate action in writing without a meeting, when no prior action by the Board
has been taken, shall be the day on which the first written consent is given:
and the record date for determining shareholders for any other purpose shall be
at the close of business on 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.
(b) Except as provided in the next following sentence and except
as may be otherwise provided in the Articles of Incorporation, each shareholder
entitled to vote shall be entitled to one vote for each share held on each
matter submitted to a vote of shareholders. In the election of directors, each
such shareholder complying with the following paragraph may cumulate such
shareholder's votes and give one candidate a number of votes equal to the number
of directors to be elected multiplied by the number of votes to which the
shareholder's shares are normally entitled, or distribute the shareholder's
votes on the same principle among as many candidates as the shareholder thinks
fit.
(c) No shareholder shall be entitled to cumulate votes in favor of
any candidate or candidates unless such candidate's or candidates' names have
been placed in nomination prior to the voting and the shareholder has given
notice at the meeting prior to the voting of the shareholder's intention to
cumulate the shareholder's votes. If any one shareholder has given such notice,
such fact shall be announced to all shareholders and proxies present, who may
then cumulate their votes for candidates in nomination.
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(d) In any election of directors, the candidates receiving the
highest number of votes of the shares entitled to be voted for them, up to the
number of directors to be elected by such shares, are elected.
(e) Voting may be by voice or ballot, provided that any election
of directors must be by ballot upon the demand of any shareholder made at the
meeting and before the voting begins.
Section 13. Proxies. Every person entitled to vote shares may authorize
another person or persons to act by proxy with respect to such shares. All
proxies must be in writing and must be signed by the shareholder confirming the
proxy or his attorney-in-fact. No proxy shall be valid after the expiration of
eleven (11) months from the date thereof unless otherwise provided in the proxy.
Every proxy continues in full force and effect until revoked by the person
executing it prior to the vote pursuant thereto, except as otherwise provided in
Section 705 of the Code. Such revocation may be effected by a writing delivered
to the corporation stating that the proxy is revoked or by a subsequent proxy
executed by the person executing the prior proxy and presented to the meeting,
or as to any meeting, by attendance at such meeting and voting in person by the
person executing the proxy. The dates contained on the forms of proxy
presumptively determine the order of execution, regardless of the postmark dates
on the envelopes in which they are mailed.
Section 14. Inspectors of Election.
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(a) In advance of any meeting of shareholders the Board may
appoint inspectors of election to act at the meeting and any adjournment
thereof. If inspectors of election are not so appointed, or if any persons so
appointed fail to appear or refuse to act, the chairman of any meeting of
shareholders may, and on the request of any shareholder or a shareholder's proxy
shall, appoint inspectors of election for persons to replace those who so fail
or refuse) at the meeting. The number of inspectors shall be either one or
three. If appointed at a meeting on the request of one or more shareholders or
proxies, the majority of shares represented in person or by proxy shall
determine whether one or three inspectors are to be appointed. If there are
three inspectors of election, the decision, act or certificate of a majority is
effective in all respects as the decision, act or certificate of all.
(b) The inspectors of election shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the authenticity, validity and effect of
proxies, receive votes, ballots or consents, hear and determine all challenges
and questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders.
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ARTICLE III
Directors; Management
---------------------
Section 15. Powers. Subject to any provisions of the Articles of
Incorporation, of the Bylaws and of law limiting the powers of the Board of
Directors or reserving powers to the shareholders, the Board of Directors shall,
directly or by delegation, manage the business and affairs of the corporation
and exercise all corporate powers permitted by law.
Section 16. Number and Qualification of Directors. The authorized
number of directors shall not, unless and until changed by an amendment to this
Section 16 adopted by the shareholders pursuant to Section 50, be less than nine
(9) nor more than seventeen (17) provided, however, that so long as the
corporation has only one shareholder, the authorized number of directors shall
be one, and so long as the corporation has only two shareholders the number of
directors shall be two. The exact number of directors within said range shall be
fixed by a resolution adopted by the Board of Directors; and unless and until so
fixed, the exact number of directors is hereby fixed at twelve (12). A reduction
in the authorized number of directors shall not remove any director prior to the
expiration of such director's term of office. Directors need not be shareholders
of the corporation.
Section 17. Election and Term of Office. The directors shall be elected
annually by the shareholders at the annual meeting of the shareholders;
provided, however, that if for any reason said annual meeting or an adjournment
thereof is not held or the directors are not elected thereat, then the directors
may be elected at any special meeting of the shareholders called and held for
that purpose. The term of office of the directors shall, except as provided in
Section 18, begin immediately after their election and shall continue until
their respective successors are elected and qualified.
Section 18. Removal of Directors.
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(a) A director may be removed from office by the Board of
Directors if he or she is declared of unsound mind by the order of a court or
convicted of a felony. Any or all of the directors may be removed from office
without cause by a vote of shareholders holding a majority of the outstanding
shares entitled to vote at an election of directors, however, unless the entire
Board is removed, an individual director shall not be removed if the votes cast
against removal, or not consenting in writing to such removal, would be
sufficient to elect such director if voted cumulatively at an election at which
the same total number of votes were cast, or, if such action is taken by written
consent, all shares entitled to vote were voted, and the entire number of
directors authorized at the time of the director's most recent election were
then being elected. A director may also be removed from office by the Superior
Court of the county in which the principal office is located, at the suit of
shareholders holding at least ten percent (10%) of the number of outstanding
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shares of any class, in case of fraudulent or dishonest acts or gross abuse of
authority or discretion with reference to the corporation, in the manner
provided by law.
(b) No reduction of the authorized number of directors shall have
the effect of removing any director before his term of office expires.
Section 19. Vacancies.
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(a) A vacancy or vacancies on the Board of Directors shall exist
when any authorized position of director is not then filled by a duly elected
director, whether caused by death, resignation, removal, change in the
authorized number (by the Board or the shareholders) or otherwise.
(b) Except for a vacancy created by the removal of a director,
vacancies on the Board of Directors may be filled by a majority of the remaining
directors although less than a quorum, or by a sole remaining director, and each
director elected in this manner shall hold office until his successor is elected
at an annual or special shareholders' meeting.
(c) The shareholders may elect a director at any time to fill any
vacancy not filled by the directors. Any such election by written consent other
than to fill a vacancy created by removal requires the consent of a majority of
the outstanding shares entitled to vote.
(d) Any director may resign effective upon giving written notice
to the Chairman of the Board, the President, the Secretary or the Board of
Directors of the corporation, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation is effective at a future
time, a successor may be elected to take office when the resignation becomes
effective.
Section 20. Place of Meeting. Regular and special meetings of the Board
of Directors shall be held at any place within or outside the State of
California that is designated by resolution of the Board or, either before or
after the meeting, consented to in writing by all the Board members. If the
place of a regular or special meeting is not fixed by resolution or written
consents of the Board, it shall be held at the corporation's principal office.
Section 21. Organizational Meetings. Immediately following each annual
shareholders' meeting, the Board of Directors shall hold an organizational
meeting to organize, elect officers, and transact other business. Notice of this
meeting shall not be required.
Section 22. Other Regular Meeting. Other regular meetings of the Board
of Directors shall be held on the third Thursday of every month each year until
changed by resolution of the Board of Directors; provided, however, if this day
falls on a legal holiday, the meeting shall be held at the same time on the next
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succeeding day that is a full business day. Notice of these regular meetings
shall not be required.
Section 23. Special Meeting.
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(a) Special meetings of the Board of Directors for any purpose may
be called at any time by the Chairman of the Board, the President, any Vice
President, the Secretary, or any two directors.
(b) Special meetings of the Board shall be held upon four days'
notice by mail or forty-eight (48) hours' notice delivered personally or by
telephone, facsimile or electronic transmission. If notice is by telephone, it
shall be delivered when the person calling the meeting believes in good faith
that the notified person has heard and acknowledged the notice. If the notice is
by mail, it shall be delivered when deposited in the United States mail at the
place where the corporation's principal office is located, charges prepaid and
addressed to the notified person at such person's address appearing on the
corporate records or, if it is not on these records or is not readily
ascertainable, at the place where the regular Board meeting is held. If the
notice is by facsimile or electronic transmission, it shall be delivered when
sent to the facsimile or electronic transmission number or address designated by
the person for receipt of facsimile or electronic transmissions and upon receipt
by the person calling the meeting of a confirmation of the delivery of the
notice to such number or address in the form of a written or electronic
confirmation generated by the facsimile or electronic device used by the person
giving notice, or confirmation by oral acknowledgement or attendance at the
meeting of the person notified.
Section 24. Quorum. A majority of the authorized number of directors
(unless the authorized number of directors is one) shall constitute a quorum for
the transaction of business, except to adjourn a meeting under Section 26. Every
act done or decision made by a majority of the directors present at a meeting at
which a quorum is present shall be regarded as the act of the Board of
Directors, unless the vote of a greater number is required by law, the Articles
of Incorporation, or these Bylaws. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved by a majority of the required quorum
for such meeting.
Section 25. Contents of Notice and Waiver of Notice. Neither the
business to be transacted at, nor the purpose of, any regular or special Board
meeting need be specified in the notice or waiver of notice of the meeting.
Notice of a meeting need not be given to any director who signs a waiver of
notice or a consent to holding the meeting or an approval of the minutes
thereof, either before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to said
director. All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
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Section 26. Adjournment. A majority of the directors present, whether
or not a quorum is present, may adjourn any meeting to another time and place.
Section 27. Notice of Adjournment. Notice of the time and place of
holding an adjourned meeting need not be given to absent directors if the time
and place are fixed at the meeting being adjourned, except that if the meeting
is adjourned for more than twenty-four (24) hours such notice shall be given
prior to the adjourned meeting to the directors who were not present at the time
of the adjournment.
Section 28. Telephone Participation. Members of the Board may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meetings
can hear one another. Such participation constitutes presence in person at such
meeting.
Section 29. Action without Meeting. The Board of Directors may take any
action without a meeting that may be required or permitted to be taken by the
Board at a meeting, if all members of the Board individually or collectively
consent in writing to the action. The written consent or consents shall be filed
in the minutes of the proceedings of the Board. Such action by written consent
shall have the same effect as a unanimous vote of directors.
Section 30. Fees and Compensation. Directors and members of committees
shall receive neither compensation for their services nor reimbursement for
their expenses unless these payments are fixed by resolution of the Board.
ARTICLE IV
Officers
--------
Section 31. Officers. The officers of the corporation shall be a
President, a Secretary, and a Chief Financial Officer. The corporation may also
have, at the discretion of the Board of Directors, a Chairman of the Board, one
or more Vice Presidents, one or more Assistant Secretaries, and any other
officers who may be appointed under Section 33 of these Bylaws.
Section 32. Election. The officers of the corporation, except those
appointed under Section 33 of these Bylaws, shall be chosen annually by the
Board of Directors, and each shall hold his office until he or she resigns or is
removed or otherwise disqualified to serve, or his or her successor is elected
and qualified.
Section 33. Subordinate Officers. The Board of Directors may appoint,
and may authorize the President to appoint, any other officers that the business
of the corporation may require, each of whom shall hold office for the period,
have the authority, and perform the duties specified in the Bylaws or by the
Board of Directors.
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Section 34. Removal and Resignation.
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(a) Any officer may be removed with or without cause either by the
Board of Directors at any regular or special directors' meeting or, except for
an officer chosen by the Board, by any officer on whom the power of removal may
be conferred by the Board.
(b) Any officer may resign at any time by giving written notice to
the Board of Directors, the Chairman and Chief Executive Officer, the President
or the Secretary of the corporation. An officer's resignation shall take effect
when it is received or at any later time specified in the resignation. Unless
the resignation specifies otherwise, its acceptance by the corporation shall not
be necessary to make it effective.
Section 35. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be filled in
the manner prescribed in the Bylaws for regular appointments to the office.
Section 36. Chairman of the Board. The Chairman of the Board, if such
office is created and filled by the Board of Directors, shall preside at all
meetings of the directors and shareholders at which he or she is present, shall
be ex-officio a member of all the standing committees created by the Board, and
shall exercise and perform any other powers and duties assigned to him or her by
the Board or prescribed by the Bylaws.
Section 37. Chief Executive Officer . Subject to any supervisory powers
that may be given by the Board of Directors or the Bylaws to the Chairman of the
Board or any other officer who may be designated the Chief Executive Officer,
the corporation's chief executive officer shall be designated the Chief
Executive Officer, and shall, subject to the supervision and control of the
Board of Directors, have general supervision, direction, and control over the
corporation's business and officers. He or she shall preside as chairman at all
meetings of the shareholders and directors not presided over by the Chairman of
the Board, shall be ex-officio a member of all the standing committees, shall
have the general powers and duties that are prescribed by the Board of Directors
or the Bylaws, and shall be primarily responsible for carrying out all orders
and resolutions of the Board of Directors.
Section 38. Vice Presidents. If the President is absent or is unable or
refuses to act, the Vice Presidents in order of their rank as fixed by the Board
of Directors, or, if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the restrictions on, the
President. Each Vice President shall have any other powers and perform any other
duties that are prescribed for him or her by the Board of Directors or their
Bylaws.
19
Section 39. Secretary.
---------- ---------
(a) The Secretary shall keep or cause to be kept, and be available
at the principal office and any other place that the Board of Directors
specifies, a book of minutes of all directors' and shareholders' meetings. The
minutes of each meeting shall state the time and place that it was held, whether
it was regular or special, if a special meeting, how it was authorized, the
notice given the names of those present or represented at shareholders'
meetings, and the proceedings of the meetings. A similar minute book shall be
kept for any committees, if required by the Board.
(b) The Secretary shall keep, or cause to be kept, at the
principal office or at the office of the corporation's transfer agent, a share
register, or duplicate share register, showing the shareholders' names and
addresses, the number and classes of shares held by each, the number and date of
each certificate issued for these shares, and the number and date of
cancellation of each certificate surrendered for cancellation.
(c) The Secretary shall give, or cause to be given, notice of all
directors' and shareholders' meetings required to be given under these Bylaws or
by law, shall keep the corporate seal in safe custody, and shall have any other
powers and perform any other duties that are prescribed by the Board of
Directors or the Bylaws.
Section 40. Chief Financial Officer.
---------- -----------------------
(a) The Chief Financial Officer shall keep and maintain, or cause
to be kept and maintained, adequate and correct accounts of the corporation's
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
and shares. The books of account shall at all reasonable times be open to
inspection by any director.
(b) The Chief Financial Officer shall deposit all money and other
valuables in the name and to the credit of the corporation with the depositories
designated by the Board of Directors. He or she shall disburse the corporation's
funds as ordered by the Board of Directors; shall render to the President and
directors, whenever they request it, an account of all his or her transactions
as Chief Financial Officer and of the corporation's financial condition; and
shall have any other powers and perform any other duties that are prescribed by
the Board of Directors or Bylaws.
(c) If required by the Board of Directors, the Chief Financial
Officer shall give the corporation a bond in the amount and with the surety or
sureties specified by the Board for faithful performance of the duties of his or
her office and for restoration to the corporation of all its books, papers,
vouchers, money, and other property of every kind in his or her possession or
under his or her control on his or her death, resignation, retirement, or
removal from office.
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ARTICLE V
General Corporate Matters
-------------------------
Section 41. Record Date and Closing of Stockbooks.
---------- -------------------------------------
(a) The Board of Directors may fix a time in the future as a
record date for determining shareholders entitled to notice of and to vote at
any shareholders' meeting: to receive any dividend, distribution, or allotment
of rights: or to exercise rights in respect of any other lawful action,
including change, conversion, or exchange of shares. The record date shall not,
however, be more than sixty (60) nor less than ten (10) days prior to the date
of such meeting nor more than sixty (60) days prior to any other action. If a
record date is fixed for a particular meeting or event, only shareholders of
record on that date are entitled to notice and to vote and to receive the
dividend, distribution, or allotment of rights or to exercise the rights, as the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date.
(b) A determination of shareholders of record entitled to notice
of or to vote at a meeting of shareholders shall apply to any adjournment of the
meeting unless the Board fixes a new record date for the adjourned meeting, but
the Board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days.
Section 42. Corporate Records and Inspection by Shareholders and
---------- ----------------------------------------------------
Directors.
---------
(a) Books and records of account and minutes of the proceedings of
the shareholders, Board, and committees of the Board shall be kept available for
inspection at the principal office. A record of the shareholders, giving the
names and addresses of all shareholders and the number and class of shares held
by each, shall be kept available for inspection at the principal office or at
the office of the corporation's transfer agent or registrar.
(b) A shareholder or shareholders holding at least five percent in
the aggregate of the outstanding voting shares of the corporation shall have an
absolute right to do either or both of the following: (1) inspect and copy the
record of shareholders' names and addresses and shareholdings during the usual
business hours upon five business days' prior written demand upon the
corporation, or (2) obtain from the transfer agent for the corporation, upon
five business days' prior written demand and upon the tender of its usual
charges for such a list (the amount of which charges shall be stated to the
shareholder by the transfer agent upon request), a list of the shareholders'
names and addresses, who are entitled to vote for the election of directors, and
their shareholdings, as of the most recent record date for which it has been
compiled or as of a date specified by the shareholder subsequent to the date of
demand. The record of shareholders shall also be open to inspection and copying
by any shareholder or holder of a voting trust certificate at any time during
usual business hours upon written demand on the corporation, for a purpose
reasonably related to such holder's interests as a shareholder or holder of a
21
voting trust certificate. Inspection and copying may be made in person or by
agent or attorney.
(c) Every director shall have the absolute right at any reasonable
time to inspect and copy all books, records and documents of every kind and to
inspect the physical properties of the corporation and its subsidiary
corporations, domestic or foreign. Such inspection by a director may be made in
person or by agent or attorney and includes the right to copy and make extracts.
Section 43. Checks, Drafts, Evidences of Indebtedness. All checks,
drafts, or other orders for payment of money, notes, and all mortgages, or other
evidences of indebtedness, issued in the name of or payable to the corporation,
and all assignments and endorsements of the foregoing, shall be signed or
endorsed by the person or persons and in the manner specified by the Board of
Directors.
Section 44. Corporate Contracts and Instruments; How Executed. Except
as otherwise provided in the Bylaws, officers, agents, or employees must be
authorized by the Board of Directors to enter into any contract or execute any
instrument in the corporation's name and on its behalf. This authority may be
general or confined to specific instances.
Section 45. Stock Certificates. One or more certificates for shares of
the corporation's capital stock shall be issued to each shareholder for any of
his shares that are fully paid up. The corporate seal or its facsimile may be
fixed on certificates. All certificates shall be signed by (a) either the
Chairman of the Board, the President, or a Vice President and (b) either the
Secretary, the Chief Financial Officer, or an Assistant Secretary. Any or all of
the signatures on the certificate may be facsimile signatures.
Section 46. Lost Certificates. No new share certificate that replaces
an old one shall be issued unless the old one is surrendered and canceled at the
same time, provided, however, that if any share certificate is lost, stolen,
mutilated, or destroyed, the Board of Directors may authorize issuance of a new
certificate replacing the old one on any terms and conditions, including a
reasonable arrangement for indemnification of the corporation, that the Board
may specify.
Section 47. Reports to Shareholders.
---------- -----------------------
(a) The requirement for the annual report to shareholders referred
to in Section 1501(a) of the Code is hereby expressly waived so long as there
are less than 100 holders of records of the corporation's shares. The Board of
Directors shall cause to be sent to the shareholders such annual or other
periodic reports as they consider appropriate or as otherwise required by law.
In the event the corporation has 100 or more holders of its shares, an annual
report complying with Section 1501(a) and, when applicable, Section 1501(b) of
the Code shall be sent to the shareholders not later than 120 days after the
close of the fiscal year and at least fifteen (15) days prior to the annual
meeting of shareholders to be held during the next fiscal year.
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(b) If no annual report for the last fiscal year has been sent to
shareholders, the corporation shall, upon the written request of any shareholder
made more than 120 days after the close of such fiscal year, deliver or mail to
the person making the request within thirty (30) days thereafter the financial
statements referred to in Section 1501(a) of the Code for such year.
(c) A shareholder or shareholders holding at least five percent
(5%) of the outstanding shares of any class of a corporation may make a written
request to the corporation for an income statement of the corporation for the
three-month, six-month, or nine-month period of the current fiscal year ended
more than thirty (30) days prior to the date of the request and a balance sheet
of the corporation as of the end of such period and, in addition, if no annual
report for the last fiscal year has been sent to shareholders, the statements
referred to in Section 1501(a) of the Code for the last fiscal year. The
statement shall be delivered or mailed to the person making the request within
thirty (30) days thereafter, copy of the statements shall be kept on file in the
principal office of the corporation for twelve (12) months and they shall be
exhibited at all reasonable times to any shareholder demanding an examination of
them or a copy shall be mailed to such shareholder. The income statements and
balance sheets referred to shall be accompanied by the report thereon, if any,
of any independent accountants engaged by the corporation or the certificate of
an authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the corporation.
Section 48. Indemnity of Officers and Directors.
---------- -----------------------------------
(a) Action, Etc., Other Than by Right of the Corporation. The
corporation shall 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 (as that term is defined in paragraph of this
Section 48, below) of the corporation, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with such proceedings 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, has 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.
(b) Action, Etc., by or in the Right of the Corporation. The
corporation shall 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
23
such person believed to be in the best interests of the corporation and its
shareholders, except that no indemnification shall be made under this paragraph
(b) of Section 48 for any of the following:
(1) 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 then only
to the extent that the court shall determine;
(2) Of amounts paid in settling or otherwise disposing of
a pending action without court approval: or
(3) Of expenses incurred in defending a threatened or
pending action which is settled or otherwise disposed of without court
approval.
(c) Determination of Right of Indemnification. Any indemnification
under paragraphs (a) or (b) of Section 48, above, 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 by any of the following:
(1) A majority vote of a quorum consisting of directors
who are not parties to such proceedings;
(2) If such a quorum of directors is not obtainable, by
independent legal counsel in a written opinions;
(3) Approval of the shareholders by the affirmative vote
of a majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present or by the written consent of
shareholders as provided in Section 11, with the shares owned by the
person to be indemnified not being entitled to vote thereon; or
(4) The court in which such proceeding is or was pending,
upon application made by the corporation, or the Agent, the attorney,
or another person rendering services in connection with the defense,
whether or not such application by the Agent, the attorney, or such
other person is opposed by the corporation.
(d) Advances of Expenses. Expenses (including attorneys' fees),
costs, and charges incurred in defending any proceeding shall 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 unless it shall be
determined ultimately that the Agent is entitled to be indemnified as authorized
in this Section 48.
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(e) Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Section 48, to the extent that an
Agent has been successful on the merits in a defense of any proceeding, claim,
issue or matter referred to in paragraphs (a) and (b), above, such Agent shall
be indemnified against all expenses actually and reasonably incurred by the
Agent in connection therewith.
(f) Right of Agent to Indemnification Upon Applications Procedure
Upon Application. Any indemnification provided for in paragraphs (a), (b) or (c)
of Section 48 shall be made no later than ninety (90) days after the corporation
is given notice of a request by Agent, provided that such request is made after
final adjudication, dismissal or settlement unless an appeal is filed, in which
case the request is made after the appeal is resolved (hereafter referred to as
"Final Disposition"). Upon such notice, if a quorum of directors who were not
parties to the action, suit or proceeding giving rise to indemnification is
obtainable, the corporation shall within two (2) weeks call a Board of Directors
meeting to be held within four (4) weeks of such notice, to make a determination
as to whether the Agent has met the applicable standard of conduct. Otherwise,
if a quorum consisting of directors who were not parties in the relevant action,
suit or proceeding is not obtainable, the corporation shall retain (at the
corporation's expense) independent legal counsel chosen either jointly by the
corporation and Agent or else by corporation counsel within two (2) weeks to
make such determination. If (1) at such directors meeting, such a quorum is not
obtained or, if obtained, refuses to make such determination, or (2) if such
legal counsel is not so retained or, if retained, does not make such
determination within four (4) weeks, then the Board of Directors shall cause a
shareholders meeting to be held within four (4) weeks to make such a
determination.
If notice of a request for payment of a claim under these Bylaws, under
any statute, under any provision of any agreement with the corporation, or under
the corporation's Articles of Incorporation providing for indemnification or
advance or expenses has been given to the corporation by Agent, and such claim
is not paid in full by the corporation within ninety (90) days of the later
occurring of the giving of such notice and Final Disposition in the case of
indemnification and twenty (20) days of the giving of such notice in the case of
advance of expenses, Agent may, but need not, at any time thereafter bring an
action against the corporation to receive the unpaid amount of the claim or the
expense advance and, if successful, Agent shall also be paid for the expenses
(including attorneys' fees) of bringing such action. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in connection with any action, suit or proceeding in advance of its
Final Disposition) that Agent has not met the standards of conduct which make it
permissible under applicable law for the corporation to indemnify Agent for the
amount claimed, and Agent shall be entitled to receive interim payment of
expenses pursuant to paragraph (d) of Section 48 unless and until such defense
may be finally adjudicated by court order or judgment from which no further
right of appeal exists. Neither the failure of the corporation (including its
Board of Directors, independent legal counsel or its shareholders) that Agent
has not met such applicable standard of conduct, shall create a presumption that
the Agent has or has not met the applicable standard of conduct.
25
(g) Other Rights and Remedies. The indemnification provided by
this Section 48 shall not be deemed exclusive of, and shall not affect, any
other rights to which an Agent seeking indemnification may be entitled under any
law, other provision of these Bylaws, the corporation's Articles of
Incorporation, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be an Agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
(h) Insurance. The corporation may purchase and maintain insurance
on behalf of any person who is or was an Agent against any liability asserted
against such person and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the corporation would have the
power to indemnify such person against such liability under the provisions of
this Section 48.
(i) Optional Means of Assuring Payment. Upon request by an Agent
certifying that the Agent has reasonable grounds to believe the Agent may be
made a party to a proceeding for which the Agent may be entitled to be
indemnified under this Section 48, the corporation may but is not required to
create a trust fund, grant a security interest or use other means (including,
without limitation, a letter of credit) to ensure the payment of such sums as
may become necessary to effect indemnification as provided herein.
(j) Savings Clause. If this Section 48 or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each Agent as to expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit, proceeding or investigation, whether civil,
criminal or administrative, and whether internal or external, including a grand
jury proceeding and an action or suit brought by or in the right of the
corporation, to the full extent permitted by any applicable portion of this
Section that shall not have been invalidated, or by any other applicable law.
(k) Definition of Agent. For the purposes of this Section 48,
"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 enterprises 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.
(l) Indemnification under Section 204(a)(11) of the California
Corporations Code. Subject to the provisions of California Corporations Code
Section 204(a)(11) and any other applicable law, notwithstanding any other
26
provisions of these Bylaws, the following shall apply to the indemnification of
Agents under these Bylaws:
(1) The corporation shall indemnify a person pursuant to
this paragraph (1) if the corporation would be required to indemnify
such person pursuant to paragraphs (a) and (b) of Section 48, if in
paragraphs (a) and (b) the phrase "in a manner such person reasonably
believed to be in the best interests of the corporation" is replaced
with the phrase "in a manner such person did not believe to be contrary
to the best interests of the corporation." If pursuant to paragraphs
(c) and (f) of Section 48, the person making the paragraphs (a) and/or
(b), above, conduct standard determination determines that such
standard has not been satisfied, such person shall also determine
whether this subsection (1) of paragraph (l) conduct standard has been
satisfied;
(2) There shall be a presumption that the Agent met the
applicable standard of conduct required to be met in paragraph (c) of
Section 48 for indemnification of the Agent, rebuttable by clear and
convincing evidence to the contrary;
(3) The corporation shall have the burden of proving that
the Agent did not meet the applicable standard of conduct in paragraph
(c) of Section 48;
(4) In addition to the methods provided for in paragraph
(c) of Section 48, a determination that indemnification is proper in
the circumstances because that Agent met the applicable standard of
conduct may also be made by the arbitrator in any arbitration
proceeding in which such matter is or was pending;
(5) Unless otherwise agreed to in writing between an
Agent and the corporation in any specific case, indemnification may be
made under paragraph (b) of Section 48 for amounts paid in settling or
otherwise disposing of a pending action without court approval.
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ARTICLE VI
Amendments
----------
Section 49. Amendments by Shareholders. Bylaws may be adopted, amended
or repealed by the affirmative vote or written consent of a majority of the
outstanding shares entitled to vote; provided, however, that an amendment to
Section 16 reducing the number of directors on a fixed-number board or the
minimum number of directors on a variable-number board to a number less than
five (5) cannot be adopted if the votes cast against its adoption at a meeting
or the shares not consenting, in the case of action by written consent, are
equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding
shares entitled to vote.
Section 50. Amendments by Directors. Subject to the right of
shareholders under the preceding Section 48, Bylaws may be adopted, amended, or
repealed by the Board of Directors, except that only the shareholders can adopt
a Bylaw or amendment thereto which specifies or changes the number of directors
on a fixed-number Board, or the minimum or maximum number of directors on a
variable-number Board, or which changes from a fixed-number Board to a
variable-number Board or vice versa, or amends this Section 50.
28
ARTICLE VII
Committees of the Board
-----------------------
Section 51. Committees of the Board.
---------- -----------------------
(a) The Board of Directors may, by resolution adopted by a
majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve at the pleasure
of the Board and with such authority and organization as the Board may from time
to time determine. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent member at any meeting of
the committee. The appointment of members or alternate members of a committee
requires the vote of a majority of the authorized number of directors. Any such
committee, to the extent provided in the resolution of the Board, shall have all
the authority of the Board except with respect to:
(1) The approval of any action for which shareholder
approval is also required;
(2) The filling of vacancies on the Board or in any
committee;
(3) The fixing of compensation of the directors for
serving on the Board or on any committee;
(4) The amendment or repeal of Bylaws or the adoption of
new Bylaws;
(5) The amendment or repeal of any resolution of the
Board which by its express terms is not so amendable or repealable;
(6) Distribution to the shareholders of the corporation
as defined in Section 166 of the Code, except at a rate or in a
periodic amount or within a price range determined by the Board; and
(7) The appointment of other committees of the Board or
the members thereof.
(b) The Board shall designate a chairman for each committee who
shall have the sole power to call any committee meeting other than a meeting set
by the Board. Except as otherwise established by the Board, Article III of these
Bylaws shall apply to committees of the Board and action by such committees,
mutatis mutandis.
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CERTIFICATE OF SECRETARY
------------------------
I, the undersigned, certify that:
1. I am the duly elected and acting Secretary of Service 1st
Bancorp, a California corporation; and
2. The foregoing Bylaws, consisting of 18 pages, is a true and
correct copy of the Bylaws as duly adopted for the corporation and approved by
the Board of Directors of the corporation as of February 20,2003.
IN WITNESS WHEREOF, I have subscribed my name as of the 20th day of
February, 2003.
/s/ BRYAN HYZDU
-----------------------------------------
30