Exhibit 3.6.2
BY-LAWS
OF
CORY COMPONENTS, INC.
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A CALIFORNIA CORPORATION
ARTICLE I
OFFICES
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Section 1. PRINCIPAL OFFICE. The principal office for the transaction
of business of the corporation is hereby fixed and located at 350 Hampton
Street, City of Venice, County of Los Angeles, State of California. The
location may be changed by approval of a majority of the authorized
Directors, and additional offices may be established and maintained at such
other place or places, either within or without California, as the Board of
Directors may from time to time designate.
Section 2. OTHER OFFICES. Branch or subordinate offices may at any
time be established by the Board of Directors at any place or places where
the corporation is qualified to do business.
ARTICLE II
DIRECTORS - MANAGEMENT
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Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. Subject to the
provisions of the General Corporation Law and to any limitations in the
Articles of Incorporation of the corporation relating to action required to
action required to be approved by the Shareholders, as that term is defined
in Section 153 of the California Corporations Code, or by the outstanding
shares, as that term is defined in Section 152 of the Code, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board of Directors. The Board may
delegate the management of the day-to-day operation of the business of the
corporation to a management company or other person, provided that the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised under the ultimate direction of the Board.
Section 2. STANDARD OF CARE. Each Director shall perform the duties of
a Director, including the duties as a member of any committee of the Board
upon which the Director may serve, in good faith, in a manner such Director
believes to be in the best interests of the corporation, and with such care,
including reasonable inquiry, as an ordinary prudent person in a like
position would use similar circumstances. (Sec. 309)
Section 3. EXCEPTION FOR CLOSE CORPORATION. Notwithstanding the
provisions of Section 1, in the event that this corporation shall elect to
become a close corporation as defined in Sec. 186, its Shareholders may enter
into a Shareholders' Agreement as provided in Sec. 300(b). Said agreement may
provide for the exercise of corporate powers and the management of the
business and affairs of this corporation by the Shareholders, provided,
however, such agreement shall, to the extent and so long as the discretion or
the powers of the Board in its management of corporate affairs is controlled
by such agreement, impose upon each Shareholder who is a party thereof,
liability for managerial acts performed or omitted by such person pursuant
thereto otherwise imposed upon Directors as provided in Sec. 300 (d).
Section 4. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number
of Directors shall be three (3) until changed by a duly adopted amendment to
the Articles of Incorporation or by an amendment to this by-law adopted by
the vote or written consent of holders of a majority of the outstanding
shares entitled to vote, as provided in Sec. 212.
Section 5. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be
elected at each annual meeting of the Shareholders to hold office until the
next annual meeting. Each Director, including a Director elected to fill a
vacancy, shall hold office until the expiration of the term for which elected
and until a successor has been elected and qualified.
Section 6. 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, except that a vacancy created by the removal of a
Director by the vote or written consent of the Shareholders or by court order
may be filled only by the vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present, or by the
written consent of holders of a majority of the outstanding shares entitled
to vote. Each Director so elected shall hold office until the next annual
meeting of the Shareholders and until a successor has been elected and
qualified.
A vacancy or vacancies in the Board of Directors shall be deemed to
exist in the event of the death, resignation, or removal of any Director, or
if the Board of Directors by resolution declares vacant the office of a
Director who has been declared of unsound mind by an order of court or
convicted of a felony, or if the authorized number of Directors is increased,
or if the shareholders fail, at any meeting of shareholders at which any
Director or Directors are elected, to elect the number of Directors to be
voted for at that meeting.
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The Shareholders may elect a Director or Directors at any time to fill
any vacancy or vacancies not filled by the Directors, but any such election
by written consent shall require the consent of a majority of the outstanding
shares entitled to vote.
Any Director may resign effective on giving written notice to the
Chairman of the Board, the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time for that resignation to
become effective. If the resignation of a Director is effective at a future
time, the Board of Directors may elect a successor to take office when the
resignation becomes effective.
No reduction of the authorizing number of Directors shall have the
effect of removing any Director before that Director's term of office expires.
Section 7. REMOVAL OF DIRECTORS. The entire Board of Directors or any
individual Director may be removed from office as provided by Secs. 302, 303
and 304 of the Corporations Code of the State of California. In such case,
the remaining Board members may elect a successor Director to fill such
vacancy for the remaining unexpired term of the Director so removed.
Section 8. NOTICE, PLACE AND MANNER OF MEETINGS. Meetings of the Board
of Directors may be called by the Chairman of the Board, or the President, or
any Vice President, or the Secretary, or any two (2) Directors and shall be
held at the principal executive office of the corporation, unless some other
place is designated in the notice of the meeting. Members of the Board may
participate in a meeting through use of a conference telephone or similar
communications equipment so long as all members participating in such a
meeting can hear one another. Accurate minutes of any meeting of the Board or
any committee thereof, shall be maintained as required by Sec. 312 of the
Code by the Secretary or other Officer designated for that purpose.
Section 9. 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 10. OTHER REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at the corporate offices, or such other place as may
be designated by the Board of Directors, as follows:
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Time of Regular Meeting: 4:00 p.m.
Date of Regular Meeting: December 6
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 11. SPECIAL MEETINGS - NOTICES _ WAIVERS. Special meetings
of the Board may be called at any time by the President or, if he or she is
absent or unable or refuses to act, by any Vice President or the Secretary or
by any two (2) Directors, or by one (1) Director if only one is provided.
At least forty-eight (48) hours notice of the time and place of
special meetings shall be delivered personally to the Directors or personally
communicated to them by a corporate Officer by telephone or telegraph. If the
notice is sent to a Director by letter, it shall be addressed to him or her
at his or her 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 regularly held. In case such
notice is mailed, it shall be deposited in the United States mail, postage
prepaid, in the place in which the principal executive office of the
corporation is located at least four (4) days prior to the time of the
holding of the meeting. Such mailing, telegraphing, telephoning or delivery
as above provided shall be due, legal and personal notice to such Director.
When all of the Directors are present at any Directors' meeting,
however called or noticed, and either (i) sign a written consent thereto on
the records of such meeting, or, (ii) if a majority of the Directors are
present and if those not present sign a waiver of notice of such meeting or a
consent to holding the meeting or an approval of the minutes thereof, whether
prior to or after the holding of such meeting, which said waiver, consent or
approval shall be filed with the Secretary of the corporation, or, (iii) if a
Director attends a meeting without notice but without protesting, prior
thereto or at its commencement, the lack of notice, then the transactions
thereof are as valid as if had at a meeting regularly called and noticed.
Section 12. SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION OR
BY-LAWS. In the event only one (1) Director is required by the By-Laws or
Articles of Incorporation, then any reference herein to notices, waivers,
consents, meetings or other actions by a majority or quorum of the Directors
shall be deemed to refer to such notice, waiver, etc., by such sole Director,
who shall have all the rights and duties and shall be entitled to exercise
all of the powers and shall assume all the responsibilities otherwise herein
described as given to a Board of Directors.
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Section 13. DIRECTORS ACTION BY UNANIMOUS WRITTEN CONSENT. Any
action required or permitted to be taken by the Board of Directors may be
taken without a meeting and with the same force and effect as if taken by a
unanimous vote of Directors, if authorized by a writing signed individually
or collectively by all members of the Board. Such consent shall be filed with
the regular minutes of the Board.
Section 14. QUORUM. A majority of the number of Directors as fixed
by the Articles of Incorporation 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. 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 15. 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 and held within twenty-four
(24) hours, but if adjourned more than twenty-four (24) hours, notice shall
be given to all Directors not present at the time of the adjournment.
Section 16. COMPENSATION OF DIRECTORS. Directors, as such, shall
not receive any stated salary for their services, but by resolution of the
Board a fixed sum and expense of attendance, if any, may be allowed for
attendance at each regular and special meeting of the Board; provided that
nothing herein contained shall be construed to preclude any Director from
serving the corporation in any other capacity and receiving compensation
therefor.
Section 17. COMMITTEES. Committees of the Board may be appointed by
resolution passed by a majority of the whole Board. Committees shall be
composed of two (2) or more members of the Board, and shall have such powers
of the Board as may be expressly delegated to it by resolution of the Board
of Directors, except those powers expressly made non-delegable by Sec. 311.
Section 18. ADVISORY DIRECTORS. The Board of Directors from time to
time may elect one or more persons to be Advisory Directors who shall not by
such appointment be members of the Board of Directors. Advisory Directors
shall be available from time to time to perform special assignments
specified by the President, to attend meetings of the Board of Directors upon
invitation and to furnish consultation to the Board. The period during which
the title shall be held may be prescribed by the Board of Directors. If no
period is prescribed, the title shall be held at the pleasure of the Board.
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Section 19. RESIGNATIONS. 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.
ARTICLE III
OFFICERS
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Section 1. 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, one or
more Assistant Treasurers, and such other Officers as may be appointed in
accordance with the provisions of Section 3 of this Article III. Any number
of offices may be held by the same person.
Section 2. ELECTION. The Officers of the corporation, except such
Officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article, shall be chosen annually by the Board of
Directors, and each shall hold office until he or she shall resign or shall
be removed or otherwise disqualified to serve, or a successor shall be
elected and qualified.
Section 3. SUBORDINATE OFFICERS, ETC. The board of Directors may
appoint such other Officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority and
perform such duties as are provided in the By-Laws or as the Board of
Directors may from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the
rights, if any, of an Officer under any contract of employment, any Officer
may be removed, either with or without cause, by the Board of Directors, 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
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice
to the rights, if any, of the corporation under any contract to which the
Officer is a party.
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Section 5. VACANCIES. A vacancy in an 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 that office.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such
an officer be elected, shall, if present, preside at meetings of the Board of
Directors and exercise and perform such other powers and duties as may be
from time to time assigned by the Board of Directors or prescribed by the
By-Laws. If there is no President, the Chairman of the Board shall in
addition be the Chief Executive Officer of the corporation and shall have the
powers and duties prescribed in Section 7 of this Article III.
Section 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the Board of Directors to the Chairman of the Board, if there
be such an Officer, 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 business and Officers of
the corporation. He or she shall preside at all meetings of the Shareholders
and in the absence of the Chairman of the Board, or if there be none, at all
meetings of the Board of Directors. The President shall be ex officio a
member of all the standing committees, including the executive Committee, if
any, and shall have the general powers and duties of management usually
vested in the office of President of a corporation, and shall have such other
powers and duties as may be prescribed by the Board of Directors or the
By-Laws.
Section 8. VICE PRESIDENT. In the absence or disability of the
President, the Vice Presidents, if any, 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 upon, the President. The Vice Presidents shall have such other
powers and perform such other duties as from time to time may be prescribed
for them respectively by the Board of Directors or the By-Laws.
Section 9. 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, the number of shares present or represented at
Shareholders' meetings and the proceedings thereof.
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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 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 or she shall keep the seal of the
corporation in safe custody, 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 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
keep and maintain, to cause to be kept and maintained in accordance with
generally accepted accounting principles, adequate and correct accounts of
the properties and business transactions of the corporation, including
accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital, earnings (or surplus) and shares. The books of account shall at all
reasonable times be open to inspection by any Director.
This Officer shall deposit all moneys and other valuables in the name
and to the credit of the corporation with such depositaries as may be
designated by the Board of Directors. He or she shall disburse the funds of
the corporation as may be ordered by the Board of Directors, shall render to
the President and Directors, whenever they request it, an account of all of
his or her transactions and of the financial condition of the corporation,
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or the By-Laws.
ARTICLE IV
SHAREHOLDERS' MEETINGS
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Section 1. PLACE OF MEETINGS. All meetings of the Shareholders shall
be held at the principal executive office of the corporation unless some
other appropriate and convenient location be designated for that purpose from
time to time by the Board of Directors.
Section 2. ANNUAL MEETINGS. The annual meetings of the Shareholders
shall be held, each year, at the time and on the day following:
Time of Meeting: 3:00 p.m.
Date of Meeting: December 6
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If this day shall be a legal holiday, then the meeting shall be held on
the next succeeding business day, at the same hour. At the annual meeting,
the Shareholders shall elect a Board of Directors, consider reports of the
affairs of the corporation and transact such other business as may be
properly brought before the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the Shareholders may
be called at any time be the Board of Directors, the Chairman of the Board,
the President, a Vice President, the Secretary, or by one or more of the
Shareholders holding not less than one-tenth (1/10) of the voting power of
the corporation. Except as next provided, notice shall be given as for the
annual meeting.
Upon receipt of a written request addressed to the Chairman, President,
Vice President, or Secretary, mailed or delivered personally to such Officer
by any person (other than the Board) entitled to call a special meeting of
Shareholders, such Officer shall cause notice to be given, to the
Shareholders entitled to vote, that a meeting will be at a time requested by
the person or persons calling the meeting, not less than thirty-five (35) nor
more than sixty (60) days after the receipt of such request. If such notice
is not given within twenty (20) days after receipt of such request, the
persons calling the meeting may give notice thereof in the manner provided by
these By-Laws or apply to the Superior Court as provided in Sec. 305 (c).
Section 4. NOTICE OF MEETINGS -- REPORTS. Notice of meetings, annual
or special, shall be given in writing not less than ten (10) nor more than
sixty (60) days before the date of the meeting to Shareholders entitled to
vote thereat. Such notice shall be given by the Secretary or the Assistant
Secretary, or if there be no such Officer, or in the case of his or her
neglect or refusal, by any Director or Shareholder.
Such notices or any reports shall be given personally or by mail or other
means of written communication as provided in Sec. 601 of the Code and shall
be sent to the Shareholder's address appearing on the books of the
corporation, or supplied by him or her to the corporation for the purpose of
notice, and in the absence thereof, as provided in Sec .601 of the Code.
Notice of any meeting of Shareholders shall specify the place, the day
and the hour of meeting, and (1) in case of a special meeting, the general
nature of the business to be transacted and no other business may be
transacted, or (2) in the case of an annual meeting, those matters which the
Board at date of mailing, intends to present for action by the Shareholders.
At any meetings where Directors are to be elected, notice shall include the
names of the nominees, if any, intended at the date of notice to be presented
by management for election.
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If a Shareholder supplies no address, notice shall be deemed to have been
given if mailed to the place where the principal executive office of the
corporation, in California, is situated, or published at least once in some
newspaper of general circulation in the County of said principal office.
Notice shall be deemed given at the time it is delivered personally or
deposited in the mail or sent by other means of written communication. The
Officer giving such notice or report shall prepare and file an affidavit or
declaration thereof.
When a meeting is adjourned for forty-five (45) 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 any notice of 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. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. 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. Attendance shall constitute a
waiver of notice, unless objection shall be made as provided in Sec. 601 (e).
Section 6. SHAREHOLDERS ACTING WITHOUT A MEETING -- DIRECTORS. Any
action which may be taken at a meeting of the Shareholders, may be taken
without a meeting or notice of meeting if authorized by a writing signed by
all of the Shareholders entitled to vote at a meeting for such purpose, and
filed with the Secretary of the corporation, provided, further, that while
ordinarily Directors can only be elected by unanimous written consent under
Sec. 603 (d), if the Directors fail to fill a vacancy, then a Director to
fill that vacancy may be elected by the written consent of persons holding a
majority of shares entitled to vote for the election of Directors.
Section 7. OTHER ACTIONS WITHOUT A MEETING. Unless otherwise provided
in the GCL or the Articles, 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,
signed by the holders of outstanding shares having not less than the
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minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.
Unless the consents of all Shareholders entitled to vote have been
solicited in writing,
(1) Notice of any Shareholder approval pursuant to Secs. 310, 317,
1201 or 2007 without a meeting by less than unanimous written consent
shall be given at least ten (10) days before the consummation of the
action authorized by such approval, and
(2) Prompt notice shall be given of the taking of any other
corporate action approved by Shareholders without a meeting by less than
unanimous written consent, to each of those Shareholders entitled to vote
who have not consented in writing.
Any Shareholder giving a written consent, or the Shareholder's
proxyholders, or a transferee of the shares of 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 8. QUORUM. The holders of a majority of the shares entitled to
vote thereat, present in person, or represented by proxy, 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 the 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 a meeting as originally notified.
If a quorum be initially present, the Shareholders may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum, if any action taken is approved by a
majority of the Shareholders required to initially constitute a quorum.
Section 9. 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
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fixed by the Board of Directors for the determination of Shareholders of
record, and then on such other day, shall be entitled to vote at such meeting.
Provided the candidate's name has been placed in nomination prior to the
voting and one or more Shareholder has given notice at the meeting prior to
the voting of the Shareholder's intent to cumulate the Shareholder's votes,
every Shareholder entitled to vote at any election for Directors of any
corporation for profit may cumulate their 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 his or her shares are entitled, or distribute
his or her votes on the same principle among as many candidates as he or she
thinks fit.
The candidates receiving the highest number of votes up to the number of
Directors to be elected are elected.
The Board of Directors may fix a time in the future not exceeding thirty
(30) days preceding the date of any meeting of Shareholders or the date fixed
for the payment of any dividend or distribution, or for the allotment of
rights, or when any change or conversion or exchange of shares shall go into
effect, as a record date for the determination of the Shareholders entitled
to notice of and to vote at any such meeting, or entitled to receive any such
dividend or distribution, or any allotment of rights, or to exercise the
rights in respect to any such change, conversion or exchange of shares. In
such case only Shareholders of record on the date so fixed shall be entitled
to notice of and to vote at such meeting, or to receive such dividends,
distribution or allotment of rights, or to exercise such rights, as the case
may be notwithstanding any transfer of any share on the books of the
corporation after any record date fixed as aforesaid. The Board of Directors
may close the books of the corporation against transfers of shares during the
whole or any part of such period.
Section 10. 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 Secs. 604 and 705 of the Code and filed with
the Secretary of the corporation.
Section 11. ORGANIZATION. The President, or in the absence of the
President, any Vice President, shall call the meeting of the Shareholders
to order, and shall act as chairman of the meeting. In the absence of the
President and all of the Vice Presidents, Shareholders shall appoint a
chairman for such meeting. The Secretary of the corporation shall act as
Secretary of all meetings of the Shareholders, but in the absence of the
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Secretary at any meeting of the Shareholders, the presiding Officer may
appoint any person to act as Secretary of the meeting.
Section 12. INSPECTORS OF ELECTION. In advance of any meeting of
Shareholders the Board of Directors may, if they so elect, appoint inspectors
of election to act at such meeting or any adjournment thereof. If inspectors
of election be not so appointed, or if any persons so appointed fail to
appear or refuse to act, the chairman of any such meeting may, and on the
request of any Shareholder or his or her proxy shall, make such appointment
at the meeting in which case the number of inspectors shall be either one (1)
or three (3) as determined by a majority of the Shareholders represented at
the meeting.
Section 13. (A) SHAREHOLDERS' AGREEMENTS. Notwithstanding the above
provisions, in the event this corporation elects to become a close
corporation, an agreement between two (2) or more Shareholders thereof, if in
writing and signed by the parties thereof, may provide that in exercising any
voting rights the shares held by them shall be voted as provided therein or
in Sec. 706, and may otherwise modify these provisions as to Shareholders'
meetings and actions.
(B) EFFECT OF SHAREHOLDERS' AGREEMENTS. Any Shareholders'
Agreement authorized by Sec. 300 (b), shall only be effective to modify the
terms of these By-Laws if this corporation elects to become a close
corporation with appropriate filing of or amendment to its Articles as
required by Sec. 202 and shall terminate when this corporation ceases to be a
close corporation. Such an agreement cannot waive or alter Secs. 150 (defining
close corporations), 202 (requirements of Articles of Incorporation), 500 and
501 relative to distributions, 111 (merger), 1201 (e) (reorganization) or
Chapters 15 (Records and Reports), 16 (Rights of Inspection), 18 (Involuntary
Dissolution) or 22 (Crimes and Penalties). Any other provisions of the Code or
these By-Laws may be altered or waived thereby, but to the extent they are not
so altered or waived, these By-Laws shall be applicable.
ARTICLE V
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 thereby; its name;
date of issuance; the number of shares for which it is issued; a statement of
the rights, 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 states be assessable or, if
assessments are collectible by personal action, a plain statement of such
facts.
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All certificates shall be signed in the name of the corporation by the
Chairman of the Board or Vice Chairman of the Board or the President or Vice
President and by the Chief Financial Officer or an Assistant Treasurer or the
Secretary or any Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the Shareholder.
Any or all of the signatures on the certificate may be facsimile. In
case any Officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on a certificate shall have ceased to be
that Officer, transfer agent, or registrar before that certificate is issued,
it may be issued by the corporation with the same effect as if that person
were an Officer, transfer agent, or registrar at the date of issue.
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 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 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
in 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 -- RECORD DATE. In order that
the corporation may determine the Shareholders entitled to notice of any
meeting or to vote or entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any rights
in respect
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of any other lawful action, the Board may fix, in advance, a record date,
which shall not 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 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 is necessary,
shall be the day on which the first written consent is given.
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.
Section 6. LEGEND CONDITION. In the event any shares of this
corporation are issued pursuant to a permit or exemption therefrom requiring
the imposition of a legend condition, the person or persons issuing or
transferring said shares shall make sure said legend appears on the
certificate and shall not be required to transfer any shares free of such
legend unless an amendment to such permit or a new permit be first issued so
authorizing such a deletion.
Section 7. CLOSE CORPORATION CERTIFICATES. All certificates representing
shares of this corporation, in the event it shall elect to become a close
corporation, shall contain the legend required by Sec. 418 (c).
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Section 3. PROVISION OF RESTRICTING TRANSFER OF SHARES. Before
there can be a valid sale or transfer of ??? of the shares of this
corporation by the holders thereof, the number of the shares to be sold or
transferred shall first give notice in writing to the Secretary of this
corporation of his or her intention to sell or transfer such shares. Said
notice shall specify the number of shares to be sold or transferred, the
price per share and the terms upon which such holder intends to make such
sale or transfer. The Secretary shall within five (5) days thereafter, mail
or deliver a copy of said notice to each of the other Shareholders of record
of this corporation. Such notice may be delivered to such Shareholders
personally or may be mailed to the last known addresses of such Shareholders,
as the same may appear on the books of this corporation. Within fifteen (15)
days after the mailing or delivery of said notices to such Shareholders, any
such Shareholder or Shareholders desiring to acquire any part or all of the
shares referred to in said notice shall deliver by mail or otherwise to the
Secretary of this corporation a written offer or offers to purchase a
specified number or numbers of such shares at the price and upon the terms
stated in said notice.
If the total number of shares specified in such offers exceeds the
number of shares referred to in said notice, each offering Shareholder shall
be entitled to purchase such proportion of the shares referred to in said
notice to the Secretary, as the number of shares of this corporation, which
he or she holds, bears to the total number of shares held by all Shareholders
desiring to purchase the shares referred to in said notice to the Secretary.
If all of the shares referred to in said notice to the Secretary are
not dispose of under such apportionment, each Shareholder desiring to
purchase shares in a number in excess of his or her proportionate share, as
provided above, shall be entitled to purchase such proportion of those shares
which remain thus undisposed of, as the total number of shares which he or
she holds bears to the total number of shares held by all of the Shareholders
desiring to purchase shares in excess of those to which they are entitled
under such apportionment.
The aforesaid right to purchase the shares referred to in the
aforesaid notice to the Secretary shall apply only if all of the shares
referred to in said notice are purchased. Unless all of the shares referred
to in said notice to the Secretary are purchased, as aforesaid, in accordance
with offers made within said fifteen days, the Shareholder desiring to sell
or transfer may dispose of all shares of stock referred to in said notice to
the Secretary to any person or persons whomsoever; provided, however, that he
or she shall not sell or transfer such shares at a lower price or on terms
more favorable to the purchaser or transferee than those specified in said
notice to Secretary.
Any sale or transfer, or purported sale or transfer, of the shares of
said corporation shall be null and void unless the terms, conditions and
provisions of this section are strictly observed and followed.
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Section 8. PLEDGED OF HYPOTHECATED SHARES. Any Shareholder desiring
to borrow money on or hypothecate any or all of the shares of stock held by
such Shareholder shall first mail notice in writing to the Secretary of this
corporation of his or her intention to do so. Said notice shall specify the
number of shares to be pledged or hypothecated, the amount to be borrowed per
share, the terms, rate of interest, and other provisions upon which each
Shareholder intends to make such loan or hypothecation. The Secretary shall,
within five (5) days thereafter, mail or deliver a copy of said notice to
each of the other Shareholders of record of this corporation. Such notice may
be delivered to such Shareholder personally, or may be mailed to the last
known addresses of such Shareholders as the same may appear on the books of
this corporation. Within fifteen (15) days after the mailing or delivering of
said notice to said Shareholders, any such Shareholder or Shareholders
desiring to lend any part or all of the amount sought to be borrowed, as set
forth in said notice, at the terms therein specified, shall deliver by mail,
or otherwise, to the Secretary of this corporation a written offer or offers
to lend a certain amount of money for the term, at the rate of interest, and
upon the other provisions specified in said notice.
If the total amount of money subscribed in such offers exceeds the
amount sought to be borrowed, specified in said notice, each offering
Shareholder shall be entitled to lend such proportion of the amount sought to
be borrowed, as set forth in said notice, as the number of shares which he or
she holds bears to the total number of shares held by all such Shareholders
desiring to lend all or part of the amount specified in said notice.
If the entire amount of monies sought to be borrowed, as specified in
said notice, is not subscribed as set forth in the preceding paragraphs, each
Shareholder desiring to lend an amount in excess of his or her proportionate
share, as specified in the preceding paragraph, shall be entitled to lend
such proportion of the subscribed amount as the total number of shares which
he or she holds bears to the total number of shares held by all of the
Shareholders desiring to lend an amount in excess of that to which they are
entitled under such apportionment. If there be but one Shareholder so
desiring to lend, such Shareholder shall be entitled to lend up to the full
amount sought to be borrowed.
If none, or only a part of the amount sought to be borrowed, as
specified in said notice, is subscribed as aforesaid, in accordance with
offers made within said fifteen (15) day period, the Shareholder desiring to
borrow may borrow from any person or persons he or she may so desire as to
any or all shares of stock held by him or her which have not been covered by
lending Shareholder; provided, however, that said Shareholders shall not
borrow any lessor amount, or any amount on terms less favorable to the
borrower, than those specified in said notice to the Secretary.
Any pledge or hypothecation, or other purported transfer as security
for a loan of the shares of this corporation, shall be null and void unless
the terms, conditions and provisions of these By-Laws are strictly observed
and followed.
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ARTICLE VI
RECORDS - REPORTS - INSPECTION
------------------------------
Section 1. RECORDS. The corporation shall maintain, in accordance
with generally accepted accounting principles, 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 executive office 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 Sec. 1500 shall be open to inspection of the Directors and
Shareholders from time to time and in the manner provided in said Sec. 1600 -
1602.
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 keep at the corporation's principal executive office
and shall be open to inspection by the Shareholders of the corporation at all
reasonable times during office hours, as provided in Sec. 213 of the
Corporations Code.
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.
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 agreement, or to pledge
its credit, or to render it liable for any purpose or to any amount, except
as provided in Sec. 313 of the Corporations Code.
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ARTICLE VII
ANNUAL REPORTS
--------------
Section 1. REPORT TO SHAREHOLDERS, DUE DATE. The Board of Directors
shall cause an annual reports to be sent to the Shareholders not later than
one hundred twenty (120) days after the close of the fiscal or calendar year
adopted by the corporation. This report shall be sent at lease fifteen (15)
days before the annual meeting of Shareholders to be held during the next
fiscal year and in the manner specified in Section 4 of Article IV of these
By-Laws for giving notice to Shareholders of the corporation. The annual
report shall contain a balance sheet as of the end of the fiscal year and an
income statement and statement of changes in financial position for the
fiscal year, accompanied by any report of independent accountants or, if there
is no such report, the certificate of an authorized Officer of the
corporation that the statements were prepared without audit from the books
and records of the corporation.
Section 2. WAIVER. The annual report to Shareholders referred to in
Section 1501 of the California General Corporation Law is expressly dispensed
with so long as this corporation shall have less than one hundred (100)
Shareholders. However, nothing herein shall be interpreted as prohibiting the
Board of Directors from issuing annual or other periodic reports to the
Shareholders of the corporation as they consider appropriate.
ARTICLE VIII
AMENDMENTS TO BY-LAWS
---------------------
Section 1. AMENDMENT BY SHAREHOLDERS. New By-Laws may be adopted or
these By-Laws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the Articles of Incorporation of the corporation set forth
the number of authorized Directors of the corporation, the authorized number
of Directors may be changed only by an amendment of the Articles of
Incorporation.
Section 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, and the limitations of Sec. 204 (a) (5) and Sec. 212, 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.
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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 place. 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
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 I
MISCELLANEOUS
-------------
Section 1. REFERENCES TO CODE SECTIONS. "Sec." references herein refer
to the equivalent Sections of the General Corporation Law effective January
1, 1977, as amended.
Section 2. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of
other corporations standing in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
corporation by the Chairman of the Board, the President or any Vice President
and the Secretary or an Assistant Secretary.
Section 3. SUBSIDIARY CORPORATIONS. Shares of this corporation owned by
a subsidiary shall not be entitled to vote on any matter. A subsidiary for
these purposes is defined as a corporation, the shares of which possessing
more than 25% of the total combined voting power of all classes of shares
entitled to vote, are owned directly or indirectly through one (1) or more
subsidiaries.
Section 4. INDEMNITY. The corporation may indemnify any Director,
Officer, agent or employee as to those liabilities and on those terms and
conditions as are specified in Sec. 317 of the Code. In any event, the
corporation shall have the right to purchase and maintain insurance on behalf
of any such persons whether or not the corporation would have the power to
indemnify such person against the liability insured against.
Section 5. ACCOUNTING YEAR. The accounting year of the corporation
shall be fixed by resolution of the Board of Directors.
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