Exhibit 3.2
BY-LAWS OF
FIRST ALLIANCE MORTGAGE COMPANY
ARTICLE I
SHAREHOLDERS MEETING
Section 1. PLACE OF MEETINGS.
All meetings of the shareholders shall be held at the office
of the corporation in the State of California, as may be designated for that
purpose from time to time by the Board of Directors.
Section 2. ANNUAL MEETINGS.
The annual meeting of the shareholders shall be held on the
first day of July in each year, if not a legal holiday, and if a legal holiday,
then on the next succeeding business day, at the hour of 9:30 o clock A. M., at
which time the shareholders shall elect by plurality vote 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.
Section 3. SPECIAL MEETINGS.
Special meetings of the shareholders, for any purpose or
purposes whatsoever, may be called at any time by the President, or by the Board
of Directors, or by any two or more members thereof, or by one or more
shareholders holding not less than one fifth (1/5) of the voting power of the
corporation.
Section 4. NOTICE OF MEETINGS.
Notices of meetings, annual or special, shall be given in
writing to shareholders entitled to vote by the Secretary or the Assistant
Secretary, or if there be no such officer, or in case of his neglect or refusal,
by any director or shareholder.
Such notices shall be sent to the shareholder's address
appearing on the books of the corporation, or supplied by him to the corporation
for the purpose of notice, not less than seven days before such meeting.
Notice of any meeting of shareholders shall specify the place,
the day and the hour of meeting, and in case of special meeting, as provided by
the Corporations Code of California, the general nature of the business to be
transacted.
When a meeting is adjourned for thirty days or more, notice of
the adjourned meeting shall be given as in case of an original meeting. Save, as
aforesaid, it shall not be necessary to give
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any notice of the adjournment or of the business to be transacted at an
adjourned meeting other than by announcement at the meeting at which such
adjournment is taken.
Section 5. CONSENT TO SHAREHOLDERS MEETINGS.
The transactions of any meeting of shareholders, however
called and noticed, shall be valid as though had at a meeting duly held after
regular call and notice, if a quorum be present either in person or by proxy,
and if, either before or after the meeting, each of the shareholders entitled to
vote, not present in person or by proxy, sign a written waiver of notice, or a
consent to the holding of such meeting, or an approval of the minutes thereof.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
Any action which may be taken at a meeting of the
shareholders, may be taken without a meeting if authorized by a writing signed
by all of the holders of shares who would be entitled to vote at a meeting for
such purpose, and filed with the Secretary of the corporation.
Section 6. QUORUM.
The holders of a majority of the shares entitled to vote
thereat, present in person, or represented by proxy, shall be requisite and
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by law, by the Articles of
Incorporation, or by these By-Laws. If, however, such majority shall not be
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person, or by proxy, shall have power to
adjourn the meeting from time to time, until the requisite amount of voting
shares shall be present. At such adjourned meeting at which the requisite
amount of voting shares shall be represented, any business may be transacted
which might have been transacted at the meeting as originally notified.
Section 7. VOTING RIGHTS; CUMULATIVE VOTING.
Only persons in whose names shares entitled to vote stand on
the stock records of the corporation on the day of any meeting of shareholders,
unless some other day be fixed by the Board of Directors for the determination
of shareholders of record, then on such other day, shall be entitled to vote at
such meeting.
Every shareholder entitled to vote shall be entitled to one
vote for each of said shares and shall have the right to accumulate his votes as
provided in Section 2235 Corporations Code of California.
Section 8. PROXIES.
Every shareholder entitled to vote, or to execute consents,
may do so, either in person or by written proxy, executed in accordance with the
provisions of Section 2225 of the Corporations
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Code of California and filed with the Secretary of the corporation.
ARTICLE II
DIRECTORS; MANAGEMENT
Section 1. POWERS.
Subject to the limitation of the Articles of Incorporation, of
the By-Laws and of the Laws of the State of California as to actions to be
authorized or approved by the shareholders, all corporate powers shall be
exercised by or under authority of, and the business and affairs of this
corporation shall be controlled by, a Board of Directors.
Section 2. NUMBER AND QUALIFICATION.
The authorized number of directors of the corporation shall be
three (3), until changed by amendment to the Articles of Incorporation or by an
amendment to this Section 2, Article II of these By-Laws adopted by the vote or
written assent of the shareholders entitled to exercise the majority of the
voting power of the corporation.
Section 3. ELECTION AND TENURE OF OFFICE.
The directors shall be elected by ballot at the annual meeting
of the shareholders, to serve for one year and until their successors are
elected and have qualified. Their term of office shall begin immediately after
election.
Section 4. VACANCIES
Vacancies in the Board of Directors may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall hold office until his
successor is elected at an annual meeting of shareholders or at a special
meeting called for that purpose.
The shareholders may at any time elect a director to fill any
vacancy not filled by the directors, and may elect the additional directors at
the meeting at which an amendment of the By-Laws is voted authorizing an
increase in the number of directors.
A vacancy or vacancies shall be deemed to exist in case of the
death, resignation or removal of any director, or if the shareholders shall
increase the authorized number of directors but shall fail at the meeting at
which such increase is authorized, or at an adjournment thereof, to elect the
additional director so provided for, or in case the shareholders fail at any
time to elect the full number of authorized directors.
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If the Board of Directors accepts the resignation of a
Director tendered to take effect at a future time, The Board, or the
shareholders, shall have power to elect a successor to take office when the
resignation shall become effective.
No reduction of the number of directors shall have the effect
of removing any director prior to the expiration of his term of office.
Section 5. REMOVAL OF DIRECTORS.
The entire Board of Directors or any individual director may
be removed from office as provided by Sections 807, 810 and 811 of the
Corporations Code of the State of California.
Section 6. PLACE OF MEETINGS.
Meetings of the Board of Directors shall be held at the Office
of the corporation in the State of California, as designated for that purpose,
from time to time, by resolution of the Board of Directors or written consent of
all of the Members of the Board. Any meeting shall be valid, wherever held, if
held by the written consent of all Members of the Board of Directors, given
either before or after the meeting and filed with the Secretary of the
corporation.
Section 7. ORGANIZATION MEETINGS.
The organization meetings of the Board of Directors shall be
held immediately following the adjournment of the annual meetings of the
shareholders.
Section 8. OTHER REGULAR MEETINGS.
Regular meetings of the Board of Directors shall be held on
the first day of each month.
If said day shall fall upon a holiday, such meetings shall be
held on the next succeeding business day thereafter. No notice need be given of
such regular meetings.
Section 9. SPECIAL MEETINGS -- NOTICES.
Special meetings of the Board of Directors for any purpose or
purposes shall be called at any time by the President or if he is absent or
unable or refuses to act, by any Vice-President or by any two directors.
Written notice of the time and place of special meeting shall
be delivered personally to the directors or sent to each director by letter or
by telegram, charges prepaid, addressed to him at his address as it is shown
upon the records of the corporation, or if it is not so shown on such records or
is not readily ascertainable, at the place in which the meetings of the
directors are
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regularly held. In case such notice is mailed or telegraphed, it shall be
deposited in the United States mail or delivered to the telegraph company in the
place in which the principal office of the corporation is located at least
forty-eight (48) hours prior to the time of the holding of the meeting. In case
such notice is delivered as above provided; it shall be so delivered at least
twenty-four (24) hours prior to the time of the holding of the meeting. Such
mailing, telegraphing or delivery as above provided shall be due, legal and
personal notice to such director.
Section 10. WAIVER OF NOTICE.
When all the directors are present at any directors' meeting,
however called or noticed, and sign a written consent thereto on the records of
such meeting, or, if a majority of the directors are present, and if those not
present sign in writing a waiver of notice of such meeting, whether prior to or
after the holding of such meeting, which said waiver shall be filed with the
Secretary of the corporation, the transactions thereof are as valid as if had at
a meeting regularly called and noticed.
Section 11. ACTION BY DIRECTORS WITHOUT A MEETING.
Any action required or permitted to be taken by the Board of
Directors under the By-Laws or Articles may be taken without a meeting, if all
members of the board shall individually or collectively consent in writing to
such action. Such written consent or consents shall be filed with the Minutes of
the proceedings of the board. Such action by written consent shall have the same
force and effect as a unanimous vote of such Directors. Any certificate or other
document filed under any provision of this division which relates to action so
taken shall state that the action was taken by unanimous written consent of the
Board of Directors without a meeting.
Section 12. 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 be fixed at the
meeting adjourned.
Section 13. QUORUM.
A majority of the number of directors as fixed by the articles
or By-Laws shall be necessary to constitute a quorum for the transaction of
business, and the action of a majority of the directors present at any meeting
at which there is a quorum, when duly assembled, is valid as a corporate act;
provided that a minority of the directors, in the absence of a quorum, may
adjourn from time to time, but may not transact any business.
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ARTICLE III
OFFICERS
Section 1. OFFICERS.
The officers shall be a President, one or more
Vice-Presidents, a Secretary and a Treasurer, which officers shall be elected
by, and hold office at the pleasure of, the Board of Directors.
Section 2. ELECTION.
After their election the directors shall meet and organize by
electing a President from their own number, and one or more Vice-Presidents, a
Secretary and a Treasurer, who may, but need not be, members of the Board of
Directors. Any two or more of such offices except those of President and
Secretary, may be held by the same person.
Section 3. COMPENSATION AND TENURE OF OFFICE.
The compensation and tenure of office of all the officers of
the corporation shall be fixed by the Board of Directors.
Section 4. REMOVAL AND RESIGNATION.
Any officer may be removed, either with or without cause, by a
majority of the directors at the time in office, at any regular or special
meeting of the Board, or, except in case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors.
Any officer may resign at any time by giving written notice to
the Board of Directors 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
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 5. VACANCIES.
A vacancy in any office because of death, designation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in the By-Laws for regular appointments to such office.
Section 6. PRESIDENT.
The President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the
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business and affairs of the corporation. He shall preside at all meetings of the
shareholders and of the Board of Directors. He shall be ex-officio a member of
all the standing committees, including the executive committee, if any, and
shall have the general power and duties of management usually vested in the
office of President of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or the By-Laws.
Section 7. VICE-PRESIDENTS.
The Vice-Presidents shall, in the order designated by the
Board of Directors, in the absence or disability of the President, perform the
duties and exercise the powers of the President, and shall perform such other
duties as the Board of Directors shall prescribe.
Section 8. SECRETARY.
The Secretary shall keep, or cause to be kept, a book of
minutes at the principal office or such other place as the Board of Directors
may order, of all meetings of directors and shareholders, with the time and
place of holding, whether regular or special, and if special, how authorized,
the notice thereof given, the names of those present at directors' meetings, and
number of shares present or represented at shareholders' meetings and the
proceedings thereof.
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 a duplicate share register, showing the names of the shareholders
and their addresses; the number and classes of shares held by each; the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all
the meetings of the shareholders and of the Board of Directors required by the
By-Laws or by law to be given; he shall keep the seal of the corporation and
affix said seal to all documents requiring a seal, and shall have such other
powers and perform such other duties as may be prescribed by the Board of
Directors or the By-Laws.
Section 9. TREASURER.
The Treasurer shall receive and keep all the funds of the
corporation, and pay them out only on the check of the corporation, signed in
the manner authorized by the Board of Directors.
Section 10. ASSISTANTS.
Any Assistant Secretary or Assistant Treasurer, respectively,
may exercise any of the powers of Secretary or Treasurer, respectively, as
provided in these By-Laws or as directed by the Board of Directors, and shall
perform such other duties as are imposed upon them by the By-Laws or the Board
of Directors.
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Section 11. SUBORDINATE OFFICERS.
The Board of Directors may from time to time appoint such
subordinate officers or agents as the business of the corporation may require,
fix their tenure of office and allow them suitable compensation.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEE
The Board of Directors may appoint an executive committee, and such
other committees as may be necessary from time to time consisting of such number
of its members and with such powers as it may designate, consistent with the
Articles of Incorporation and By-Laws and the General Corporation Laws of the
State of California. Such committees shall hold office at the pleasure of the
board.
ARTICLE V
CORPORATE RECORDS AND REPORTS - INSPECTION
Section 1. RECORDS
The corporation shall maintain adequate and correct accounts,
books and records of its business and properties. All of such books, records and
accounts shall be kept at its principal place of business in the State of
California, as fixed by the Board of Directors from time to time.
Section 2. INSPECTION OF BOOKS AND RECORDS.
All books and records provided for in Sections 3003 and 3004
of the Corporations Code of California shall be open to inspection of the
directors and shareholders from time to time and in the manner provided in said
Sections 3003 and 3004.
Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS.
The original or a copy of these By-Laws, as amended or
otherwise altered to date, certified by the Secretary, shall be open to
inspection by the shareholder of the company, as provided in Section 502 of the
Corporations Code of California
Section 4. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for payment of money, notes
or other evidences of indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or persons and in such
manner as shall be determined from time to time by resolution of the Board of
Directors.
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Section 5. CONTRACTS, ETC. -- HOW EXECUTED.
The Board of Directors, except as in the By-Laws otherwise
provided, may authorize any officer or officers, agent or agents, to enter into
any contract or execute any instrument in the name of and on behalf of the
corporation. Such authority may be general or confined to specific instances.
Unless so authorized by the Board of Directors, 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
to any amount.
Section 6. ANNUAL REPORTS.
The annual report to shareholders referred to in Section 3006
of the Corporations Code of the State of California is expressly dispensed with,
but nothing herein shall be interpreted as prohibiting the Board of Directors
from issuing such reports or as affecting the rights of shareholders to obtain
special financial statements as provided by Section 3011 of the Corporations
Code.
ARTICLE VI
CERTIFICATES AND TRANSFER OF SHARES.
Section 1. CERTIFICATES FOR SHARES.
Certificates for shares shall be of such form and device as
the Board of Directors may designate and shall state the name of the record
holder of the shares represented there by its number; date of issuance; the
number of shares for which it is issued; the par value; if any, of a statement
that such shares are without par value; a statement of the right, privileges,
preferences and restrictions, if any; a statement as to the redemption or
conversion, if any; a statement of liens or restrictions upon transfer or
voting, if any; if the shares be assessable, or, if assessments are collectible
by personal action, a plain statement of such facts.
Every certificate for shares must be signed by the President
or a Vice President and the Secretary or an Assistant Secretary or must be
authenticated by facsimiles of the signature of the President and Secretary or
by a facsimile of the signature of its President and the written signature of
its Secretary or an Assistant Secretary. Before it becomes effective every
certificate for shares authenticated by a facsimile of a signature must be
countersigned by a transfer agent or transfer clerk and must be registered by an
incorporated bank or trust company, either domestic or foreign as registrar of
transfers.
Section 2. TRANSFER ON THE BOOKS.
Upon surrender to the Secretary or transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority
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to transfer. it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 3. LOST OR DESTROYED CERTIFICATES.
Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of that fact and advertise the
same in such manner as the Board of Directors may require, and shall if the
directors so require give the corporation a bond of indemnity, in form and with
one or more sureties satisfactory to the Board, in at least double the value of
the stock represented by said certificate, whereupon a new certificate may be
issued of the same tenor and for the same number of shares as the one alleged to
be lost or destroyed.
Section 4. TRANSFER AGENTS AND REGISTRARS.
The Board of Directors may appoint one or more transfer agents
or transfer clerks, and one or more registrars, which shall be an incorporated
bank or trust company -- either domestic or foreign, who shall be appointed at
such times and places as the requirements of the corporation may necessitate and
the Board of Directors may designate.
Section 5. CLOSING STOCK TRANSFER BOOKS.
The Board of Directors may close the transfer books in their
discretion for a period not exceeding thirty days preceding any meeting, annual
or special, of the shareholders, or the day appointed for the payment of a
dividend.
ARTICLE VII
CORPORATE SEAL
The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the corporation, the date of its incorporation, and the word
California.
ARTICLE VIII
AMENDMENTS TO BY-LAWS
Section 1. BY SHAREHOLDERS.
New By-Laws may be adopted or these By-Laws may be repealed
or amended at their annual meeting, or at any other meeting of the shareholders
called for that purpose, by a vote of shareholders entitled to exercise a
majority of the voting power of the corporation, or by written assent of such
shareholders.
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Section 2. POWERS OF DIRECTORS.
Subject to the right of the shareholders to adopt, amend or
repeal By-Laws, as provided in Section 1 of this Article VIII, the Board of
Directors may adopt, amend or repeal any of these By-Laws other than a By-Law or
amendment thereof changing the authorized number of directors.
Section 3. RECORD OF AMENDMENTS.
Whenever an amendment or new By-Law is adopted, it shall be
copied in the Book of By-Laws with the original By-Laws, in the appropriate
plate. If any By-Law is repealed, the fact of repeal with the date of the
meeting at which the repeal was enacted or written assent was filed shall be
stated in said book.
ARTICLE IX
GENERAL CORPORATE MATTERS
Section 1. DISALLOWED DEDUCTIONS.
If the Internal Revenue Service or the appropriate state
taxing authority disallows as a business deduction to the corporation any part
of the salary or other compensation, interest, rent, or entertainment expense
paid by it to any officer, director, or employee, that part disallowed shall be
repaid to the corporation by the officer, director, or employee. It shall be the
duty of the directors, as a Board, to enforce payment of each such amount
disallowed.
Section 2. INDEMNITY OF OFFICERS AND DIRECTORS.
Every person who serves as a director, officer, or employee of
the corporation, and every person who serves at the written request of the
corporation (or at its oral request subsequently confirmed in writing), as a
director, officer, or employee of another business, whether or not incorporated,
in which the corporation owns capital stock or other proprietary interest, or of
which the corporation is a creditor, may in the discretion of the Board of
Directors be indemnified and held harmless by the corporation from and against
any loss, cost, liability, or expense that may be imposed on or incurred by him
in connection with or resulting from any claim, action, suit, or proceeding,
civil or criminal, in which he may become a party or otherwise involved because
of his being or having been a director, officer, or employee of the corporation,
or of the other business in which the corporation may own capital stock or other
proprietary interest, or of which the corporation is a creditor, whether or not
he has this relationship when the loss, cost, liability, or expense was imposed
or incurred. The phrase "loss, cost, liability, or expense" shall include all
expenses incurred in defense of the claim, action, suit, or proceedings and the
amounts of judgments, fines, or penalties levied or rendered against the
indemnified person, provided that no person shall be entitled to indemnity under
this section unless the Board of Directors determines in good faith
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that he was acting in good faith and within what he reasonably believed to be
the scope of his employment or authority and for a purpose that he reasonably
believed to be in the corporation's or shareholders' best interests. Payments
authorized under this section shall include amounts paid and expenses incurred
in settling the claim, action, suit or proceeding, and expenses incurred in
settling the claim, action, suit or proceeding, whether actually begun or only
threatened. Expenses incurred with respect to a claim, action, suit, or
proceeding indemnified against under this section may be advanced by the
corporation before final disposition of the matter on receipt of an undertaking
by or on behalf of the recipient to repay this amount if it is ultimately
determined that he is not entitled to indemnification. This undertaking shall be
satisfactory in form and amount to the Board of Directors. This right of
indemnification shall not affect any other rights to which any person may
otherwise be entitled by law or contract.
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AMENDMENT TO THE BYLAWS
OF
FIRST ALLIANCE MORTGAGE COMPANY
Amending Article II: Directors;Management, Section 8: Other Regular Meetings
Section 8: OTHER REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at
least once a year on the 1st day of July at 9:45 a.m.
If said day shall fall upon a holiday or weekend, such
meetings shall be held on the next succeeding business day thereafter. No notice
need be given of such regular meetings.
The above amendment to the bylaws is effective immediately upon
adoption by the shareholders on July 1, 1985.
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