Ex. 99.29
BYLAWS
OF
HOLLINGSEAD INTERNATIONAL, INC.
a California corporation
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ARTICLE I
OFFICES
SECTION 1.1 PRINCIPAL OFFICE. The board of directors shall fix, and
from time to time may change, the location of the principal executive office
of the corporation at any place within or outside the State of California. If
the principal executive office is located outside such state, and the
corporation has one or more business offices in such state, the board of
directors shall fix and designate a principal business office in the State of
California.
SECTION 1.2 OTHER OFFICES. The board of directors may at any time, and
from time to time as it deems appropriate, establish one or more branch or
other subordinate offices at such place or places within or without the State
of California where the corporation is qualified to do business.
ARTICLE II
DIRECTORS
SECTION 2.1 EXERCISE OF CORPORATE POWERS. Except as otherwise provided
by these bylaws, by the articles of incorporation of the corporation, or by
the laws of the State of California now or hereafter in force, all corporate
powers of the corporation shall be vested in and exercised by or under the
authority of, and the business and affairs of the corporation shall be
controlled by, the board of directors.
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SECTION 2.2 NUMBER. The authorized number of directors of the
corporation shall be three (3) until changed by a duly adopted amendment of
the articles of incorporation or by an amendment of this Section 2.2.
SECTION 2.3 NEED NOT BE SHAREHOLDERS. The directors of the corporation
need not be shareholders of the corporation.
SECTION 2.4 COMPENSATION. Directors shall not receive any stated
salary or compensation for their services as directors or as members of any
committee, but may receive such compensation for their services and such
reimbursement for their expenses as may be fixed from time to time by
resolution of the board of directors. Nothing contained herein shall be
construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee or otherwise, and from receiving
compensation therefor.
SECTION 2.5 ELECTION AND TERM OF OFFICE. Directors shall be elected at
each annual meeting of the shareholders; provided that, if for any reason
said annual meeting or any 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 begin immediately after their election and
shall continue until the next annual meeting of the shareholders and until
their respective successors are elected and qualified.
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SECTION 2.6 VACANCIES. Vacancies in the board of directors may be
filled by a majority vote 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
represented at a duly held shareholders' meeting at which a quorum is
present, or by the written consent of all of the outstanding shares;
provided, however, that no director may be removed except by an order of
court pursuant to Section 304 of the California Corporations Code, or by the
shareholders pursuant to the provisions of Section 303 of the California
Corporations Code. Each director so elected shall hold office until the next
annual meeting of the shareholders and until a successor has been elected and
qualified.
If, after the filling of any vacancy by the directors, the directors
then in office who have been elected by the shareholders shall constitute
less than a majority of the directors then in office, then either (1) any
holder or holders of an aggregate of five percent or more of the total number
of shares at the time outstanding having the right to vote for those
directors may call a special meeting of shareholders, or (2) the superior
court of the proper county shall, upon application of such shareholder or
shareholders, summarily order a special meeting of shareholders, to be held
to elect the entire board. The term of office of any director shall terminate
upon that election of a successor.
A vacancy or vacancies on the board of directors shall be deemed to
exist in the event of the death, resignation, or removal of
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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.
The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors. Any such election by
written consent of the shareholders, other than to fill a vacancy created by
removal, shall require the consent of a majority of the outstanding shares
entitled to vote.
Any director may resign effective on giving written notice to the
chairman of the board, if there be one, 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, a successor may be elected to take office when
the resignation becomes effective.
No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires.
ARTICLE III
OFFICERS
SECTION 3.1 OFFICERS. The officers of the corporation shall be a
president, a secretary and a chief financial officer, who may also be
referred to as the treasurer. The corporation may also have such other
officers, including a chairman of the board of directors, one or
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more vice presidents, one or more assistant secretaries and one or more
assistant chief financial officers (or treasurers), as the board of
directors shall determine. Any two or more of any such offices may be held by
the same person.
SECTION 3.2 ELECTION OF OFFICERS. The board of directors shall elect
each of the officers of the corporation and, subject to any rights under a
contract of employment, each of the officers shall serve at the pleasure of
the board of directors.
SECTION 3.3 SUBORDINATE OFFICERS. All officers of the corporation,
except those whose duties are defined in these bylaws, shall have such
authority and perform such duties as the board of directors may from time to
time determine. In case of the absence, disability or death of either the
secretary or the chief financial officer, the assistant secretary and the
assistant chief financial officer shall, respectively, exercise all the
powers and perform all the duties and be subject to all the restrictions upon
the secretary and the chief financial officer.
SECTION 3.4 COMPENSATION. The salary of the officers of the
corporation and the manner and time of the payment thereof shall be fixed and
determined by the board of directors.
SECTION 3.5 RESIGNATION AND REMOVAL. 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. 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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Subject to the rights, if any, of any officer under any contract of
employment, any officer may be removed, either with or without cause, by the
board of directors.
SECTION 3.6 VACANCIES IN OFFICE. A vacancy in any office of the
corporation because of death, resignation, removal, disqualification or any
other cause shall be filled in the manner prescribed in Section 3.2 of these
bylaws for regular appointments to that office.
ARTICLE IV
CHAIRMAN OF THE BOARD
SECTION 4.1 POWERS AND DUTIES. The chairman of the board of directors,
if there be one, shall have the power to preside at all meetings of the board
of directors and shall have such other powers and shall perform such other
duties as these bylaws or the board of directors may from time to time
prescribe.
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ARTICLE V
PRESIDENT
SECTION 5.1 POWERS AND DUTIES. 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 general manager and
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, officers, agents, employees and property of the corporation. He
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. He 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 these
bylaws. Without limiting the generality of the foregoing, the president has
the power to affix the signature of the corporation to all deeds,
conveyances, mortgages, leases, obligations, bonds, certificates and other
papers and instruments in writing which have been authorized by the board of
directors or which, in the judgment of the president, should be executed on
behalf of the corporation.
ARTICLE VI
VICE PRESIDENT
SECTION 6.1 POWERS AND DUTIES. In case of the absence, disability or
death of the president, the vice president, if one has been elected, shall
exercise all the powers and perform all the duties of, and be subject to all
the restrictions upon, the president. If
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there is more than one vice president, the order in which the vice presidents
shall succeed to the powers and duties of the president shall be as fixed by
the board of directors, or, in the absence of such designation by the board
of directors, the order of succession shall be the same as the order of their
election as vice president. The vice president, or vice presidents, as the
case may be, shall each have such other powers and perform such other duties
as may be granted or prescribed by the board of directors or these bylaws.
SECTION 6.2 PRESIDENT PRO TEMPORE. If neither the chairman of the
board, the president nor any vice president is present at any meeting of the
board of directors, an officer of the corporation may be chosen by the board
of directors to be president pro tempore to preside and act at such meeting.
If neither the president nor any vice president is present at any meeting of
the shareholders, an officer of the corporation may be chosen by the
shareholders to be president pro tempore to preside at such meeting.
ARTICLE VII
SECRETARY
SECTION 7.1 POWERS AND DUTIES. The secretary shall keep, or cause to
be kept, at the principal executive office of the corporation, or such other
place as the board of directors may direct, a book of minutes of all meetings
and written actions without a meeting of the directors, the committees of
directors, and the shareholders with the time and place of holding, whether
annual, regular, special, or adjourned, and if special, how authorized, the
notice thereof given, the
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names of those present at directors' meetings or committee meetings, the
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
executive office of the corporation, or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or duplicate share register, showing the names
of the shareholders and their addressses, the number of shares held by each,
the number and date of certificates issued for shares, and the number and
date of cancellation of every certificate surrendered for cancellation.
The secretary shall keep, or cause to be kept, a supply of certificates
for shares of the corporation, shall fill in, or cause to be filled in, all
certificates issued, and shall make, or cause to be made, a proper record of
each such issuance; provided, that so long as the corporation shall have one
or more duly appointed and acting transfer agents of the shares, or series of
shares, of the corporation, such duties with respect to such shares shall be
performed by such transfer agent or agents.
The secretary shall transfer, or cause to be transferred, upon the share
books of the corporation any and all shares of the corporation; provided,
that so long as the corporation shall have one or more duly appointed and
acting transfer agents of the shares, or series of shares, of the
corporation, such duties with respect to such shares shall be performed by
such transfer agent or agents, and the method of transfer of each certificate
shall be subject to the
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reasonable regulations of the transfer agent to which the certificate is
presented for transfer, and also, if the corporation then has one or more
duly appointed and acting registrars, to the reasonable regulations of the
registrar to which the new certificate is presented for registration; and
provided, further, that no certificate for shares of stock shall be issued or
delivered or, if issued or delivered, shall have any validity whatsoever
until and unless it has been signed or authenticated in the manner provided
in Section 12.1 hereof.
The secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the board of directors required by law or by these
bylaws to be given, and 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 by the bylaws.
ARTICLE VIII
CHIEF FINANCIAL OFFICER
SECTION 8.1 POWERS AND DUTIES. The chief financial officer shall
supervise and control the keeping and maintaining of adequate and correct
books and records of the 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.
The chief financial officer shall have the custody of all funds,
securities, evidences of indebtedness and other valuable documents of the
corporation and, at his discretion, shall cause any or
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all thereof to be deposited in the name and for the account of the
corporation with such depository or depositories as may be designated from
time to time by the board of directors. He shall receive or cause to be
received, and shall give or cause to be given, receipts and acquittances for
moneys paid in for the account of the corporation, and shall disburse, or
cause to be disbursed, the funds of the corporation as may be directed by the
board of directors, taking proper vouchers for such disbursements. He shall
render to the president and to the board of directors, whenever they may
require, an account of all his transactions as the chief financial officer
and of the financial condition of the corporation.
He shall also have such other powers and do and perform all such other
duties as may be required by the board of directors or these bylaws.
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ARTICLE IX
COMMITTEES
SECTION 9.1 COMMITTEES OF DIRECTORS. The board of directors may, by
resolution adopted by a majority of the authorized number of directors,
designate and appoint members to one or more committees, each consisting of
two or more directors, to serve at the pleasure of the board. The board may
likewise appoint one or more directors as alternate members of any committee,
who may replace any absent member at any meeting of the committee. Any
committee, to the extent provided in the resolution of the board, or in these
bylaws, shall have all the authority of the board, except with respect to:
(a) the approval of any action which, under the California
Corporations Code, also requires shareholders' approval or approval of
the outstanding shares;
(b) the filling of vacancies on the board of directors or in any
committee;
(c) the fixing of compensation of the directors for serving on the
board or on any committee;
(d) the amendment or repeal of bylaws or the adoption of new
bylaws;
(e) the amendment or repeal of any resolution of the board of
directors which by its express terms is not so amendable or repealable;
(f) a distribution to the shareholders of the corporation, except
at a rate or in a periodic amount or within a price range determined by
the board of directors; or
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(g) the appointment of any other committees of the board of
directors or the members thereof.
SECTION 9.2 MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article XI hereof, with such changes in the context of those
bylaws as are necessary to substitute the committee and its members for the
board of directors and its members, except that a committee need not have a
regular meeting after the adjournment of the annual shareholders' meeting;
the time of regular meetings of committees may be determined either by
resolution of the board of directors or by resolution of the committee;
special meetings of committees may also be called by resolution of the board
of directors; and notice of special meetings of committees shall also be
given to all alternate members, who shall have the right to attend all
meetings of the committee. The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
bylaws.
ARTICLE X
MEETINGS OF SHAREHOLDERS
SECTION 10.1 PLACE OF MEETINGS. Meetings (whether annual, special or
adjourned) of the shareholders of the corporation shall be held at the
principal executive office of the corporation as specified in Section 1.1
hereof, or at such other place within or without the State of California that
has been designated from time to time by resolution of the board of directors
or by written consent of all the shareholders entitled to vote thereat.
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SECTION 10.2 ANNUAL MEETINGS. The annual meeting of the shareholders
shall be held each year on a date and at a time designated by the board of
directors, provided that the date so designated shall be within five (5)
months after the end of the fiscal year of the corporation, and within
fifteen (15) months after the last annual meeting. Annual meetings shall be
held for the purpose of electing directors, making reports of the affairs of
the corporation and transacting such other business as may come before the
meeting.
SECTION 10.3 SPECIAL MEETINGS. Special meetings of the shareholders
may be called at any time by the president, by the board of directors, the
chairman of the board of directors, if there be one, or by one or more
shareholders holding in the aggregate not less than 10% of the voting power
of the corporation.
Upon written request delivered in person or by registered or certified
mail to the chairman of the board, if there be one, the president, any
vice-president or the secretary by any persons (other than the board of
directors) entitled to call a meeting of shareholders, specifying the date
and time of such meeting and the general nature of the business proposed to
be conducted, such officer shall forthwith cause notice, in accordance with
Section 10.4 hereof, to be given to all the shareholders entitled to vote at
such a meeting that a meeting will be held at a time requested by the person
or persons calling the meeting, which shall not be less than thirty-five (35)
nor more than sixty (60) days after the receipt of such request. If the
notice is not given within twenty (20) days after receipt of such notice, the
person or persons requesting the meeting may give the notice. Nothing in this
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paragraph of Section 10.3 shall be construed as limiting, affecting, or
fixing the time of holding a shareholders' meeting called by action of the
board of directors.
SECTION 10.4 NOTICE OF MEETINGS. Notice of any meeting of shareholders
(annual or special) shall be given shareholders entitled to vote at that
meeting by the secretary, assistant secretary or by such other person as may
be charged with that duty, or if there be no such officer or person, or in
case of his neglect or refusal, by any director or shareholder. Notice shall
be given by the corporation to any shareholder either personally or by
first-class mail or other means of written communication, charges prepaid,
addressed to such shareholder at his address appearing on the books of the
corporation or at such other address given by him to the corporation for the
purpose of notice. If no such address appears on the corporation's books or
none is provided by the shareholder, notice shall be deemed to have been
given to the shareholder if sent by mail or other means of written
communication addressed to the shareholder at the place where the principal
executive office of the corporation is situated, or if published at least
once in a newspaper of general circulation in the county in which said office
is located. Any notice shall be deemed to have been given when personally
delivered or deposited in the United States mail, postage prepaid, and
addressed as hereinbefore provided or when actually sent by other means of
written communication.
If any notice addressed to a 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
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indicate that the Service is unable to deliver the notice to the shareholder
at such address, all future notices or reports shall be deemed to have been
duly given without further mailing if the same shall be available to the
shareholder upon written demand at the principal executive office of the
corporation for a period of one year from the date of the giving of such
notice or report to all other shareholders. An affidavit of the mailing or
other means of giving notice of any shareholders' meeting shall be executed
by the secretary, assistant secretary, or any transfer agent of the
corporation giving the notice, and shall be filed and maintained in the
corporation's minute book.
Notice of any meeting of shareholders shall be given to each shareholder
entitled thereto not less than ten (10) nor more than sixty (60) days before
the date of such a meeting. Notice of any meeting of shareholders shall
specify the place, the day and the hour of the meeting and (i) in the case
of special meetings, the general nature of the business to be transacted, or
(ii) in the case of an annual meeting, those matters which the board of
directors, at the time of giving the notice, intends to present for action by
the shareholders. The notice of any meeting at which directors are to be
elected shall include the name of any nominee or nominees whom, at the time
of the notice, the board of directors intends to present for election. If
action is proposed to be taken at any meeting with respect to any matter to
which Sections 310 (directors' conflicts of interest), 902 (amendment of
articles of incorporation), 1201 (merger, exchange or sale-of-assets
reorganizations), 1900 (voluntary dissolution), or 2007 (plan of distribution
on dissolution) of the California Corporations Code
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applies, the notice shall also state the general nature of that proposal.
SECTION 10.5 WAIVER OF NOTICE AND CONSENT TO SHAREHOLDERS' MEETING. The
transactions of any meeting of shareholders (annual, special or adjourned),
however called and noticed, and wherever held, shall be as 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, who was not present in
person or by proxy, signs a written waiver of notice, or a consent to the
holding of such meeting, or an approval of the minutes thereof; provided,
that if action is taken or proposed to be taken for approval of any of those
matters specified in the last sentence of Section 10.4 hereof, the written
waiver, consent to holding the meeting or approval of the minutes shall
specify the general nature of the proposal. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Attendance by a person at a meeting shall constitute a waiver of that
person's right to notice of that meeting, except when the person objects, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened, and except that attendance at a
meeting is not a waiver of any right to object to the consideration of
matters required to be included in the notice of the meeting, but not so
included, if that objection is expressly made at the meeting.
SECTION 10.6 QUORUM. The presence in person or by proxy of
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the holders of a majority of the shares entitled to vote at any meeting shall
constitute a quorum for the transaction of business at that meeting. Shares
shall not be counted to make up a quorum for the meeting if the voting of
those shares at the meeting has been enjoined or if for any reason they
cannot be lawfully voted at the meeting. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, but no action other than
adjournment may be taken unless approved by a majority of the shares
necessary to constitute a quorum.
SECTION 10.7 ADJOURNED MEETINGS. Any shareholders' meeting, annual or
special, whether or not a quorum is present, may be adjourned from time to
time by the vote of a majority of the shares represented at that meeting,
either in person or by proxy, but in the absence of a quorum no other
business may be transacted at that meeting, except as provided in Section
10.6. When a meeting is adjourned for more than forty-five (45) days, or if
after adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the adjourned meeting in accordance with the provisions
of Section 10.4. Except as aforesaid, it shall not be necessary to give any
notice of the time and place of the adjourned meeting or of the business to
be transacted thereat other than by announcement at the meeting at which such
adjournment is taken.
SECTION 10.8 VOTING RIGHTS. Except as otherwise provided in Sections
702-704 of the California Corporations Code (shares held by a
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fiduciary, in the name of a corporation, or in joint ownership), only persons
in whose names shares entitled to vote stand on the stock records of the
corporation on the day fifteen (15) days prior to any meeting of shareholders
or action without a meeting, or on such other day as may be fixed by the
board of directors for the determination of shareholders of record, which
shall not be more than sixty (60) days nor less than ten (10) days before the
date of any such meeting or action without a meeting, shall be entitled to
notice of any meeting, to vote at such meeting, or give this consent to
action without a meeting. Except as provided in Section 708 of the California
Corporations Code and Section 10.11 of these bylaws, each share shall be
entitled to one vote. A fraction of a share shall not be entitled to any
voting rights whatsoever.
SECTION 10.9 VOTING. The shareholders' vote may be by voice vote or by
ballot; provided, however, that any election for directors must be by ballot
if demanded by any shareholder before the voting has begun. On any matter
other than the election of directors, any shareholder may vote part of the
shares in favor of the proposal and refrain from voting the remaining shares
or vote them against the proposal, but, if the shareholder fails to specify
the number of shares which the shareholder is voting affirmatively, it will
be conclusively presumed that the shareholder's approving vote is with
respect to all shares that the shareholder is entitled to vote. If a quorum
is present, the affirmative vote on any matter (other than the election of
directors) of a majority of the shares represented at the meeting and
entitled to vote shall be the act of the shareholders, unless the vote
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of a greater number or voting by classes is required by the California
Corporations Code or by the articles of incorporation.
SECTION 10.10 SHAREHOLDER ACTION BY WRITTEN CONSENT. Any action which
may be taken at any meeting (annual, special or adjourned) of shareholders
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at which all
shares entitled to vote on that action were present and voted. In the case of
election of directors, such a consent shall be effective only if signed by
the holders of all outstanding shares entitled to vote for the election of
directors; provided that, except in the case of a vacancy created by removal,
a director may be elected at any time to fill a vacancy on the board of
directors that has not been filled by the directors, by the written consent
of the holders of a majority of the outstanding shares entitled to vote for
the election of directors. All such consents shall be filed with the
secretary of the corporation and shall be maintained in the corporation
records. When written consents are given with respect to any shares, they
shall be given by, and accepted from, the persons in whose names such shares
stand on the books of the corporation, or their proxies, at the time provided
in Section 10.8 above. Any shareholder giving a written consent, or his
proxy, or his transferee or personal representative, or their respective
proxies, may revoke the written consent by a writing received by the
corporation prior to the time that written consents of the number of shares
required to authorize the
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proposed action have been filed with the secretary of the corporation, but
may not do so thereafter.
If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders has not been received, the secretary shall give prompt notice of
the corporate action approved by the shareholders without a meeting, to those
shareholders entitled to vote who have not consented in writing. In the case
of approval of actions to which Section 310, 317, 1201, or 2007 of the
California Corporations Code applies, the notice shall be given at least ten
(10) days before the consummation of the action authorized by that approval.
SECTION 10.11 ELECTION OF DIRECTORS. Provided a shareholder has given
notice, prior to the commencement of the voting for the election of directors
of his intention to cumulate votes, any shareholder entitled to vote at any
election of directors may cumulate his votes for any candidate whose name has
been placed in nomination prior to commencement of the voting 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 shares are entitled, or
distribute his votes on the same principle among as many candidates as he
thinks fit. If any shareholder has given notice of his intention to cumulate
his votes, then every shareholder entitled to vote may cumulate his votes for
candidates in nomination. The candidates receiving the highest number of
affirmative votes up to the number of directors to be elected shall be, and
be declared, elected. Votes cast against a director and votes withheld shall
have no legal effect. Elections for directors need
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not be by ballot except upon demand made by a shareholder who holds shares
entitled to vote at the meeting and before the voting begins.
SECTION 10.12 PROXIES. Every person entitled to vote shall have the
right to do so by one or more agents authorized by a written proxy executed
by such person or his duly authorized agent and filed with the secretary of
the corporation. Except in the case of proxies identified as irrevocable
proxies, the revocability of which is governed by Sections 705(e) and 705(f)
of the California Corporations Code, a validly executed proxy shall remain in
full force and effect until either (i) revoked by the person executing it,
before the vote pursuant to that proxy, by a writing delivered to the
corporation stating that the proxy is revoked, or by a subsequent proxy
executed by, or by attendance at the meeting and voting in person by, the
person executing the proxy, or (ii) receipt by the corporation, before the
vote pursuant to that proxy is counted, of written notice of the death or
incapacity of the maker of that proxy; provided, however, that no proxy shall
be valid after the expiration of eleven (11) months from the date of the
proxy, unless otherwise provided on the proxy.
ARTICLE XI
MEETINGS OF DIRECTORS
SECTION 11.1 PLACE OF MEETINGS. Meetings (whether regular, special or
adjourned) of the board of directors of this corporation shall be held at the
principal executive office of the corporation, as specified in Section 1.1
hereof, or at such other place within or without the State of California
which has been designated in the notice of the meeting. Any meeting (regular,
special or adjourned) may be held
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by conference telephone or similar communication equipment, so long as all
directors participating in the meeting can hear one another, and all
participating directors shall be deemed to be present in person at the
meeting.
SECTION 11.2 REGULAR MEETINGS. Regular meetings of the board of
directors shall be held promptly after the adjournment of each annual meeting
of the shareholders and at such other times as may be designated from time to
time by resolution of the board of directors. Notice of regular meetings
shall not be required, unless the meeting is to be held at a place other than
the principal executive office of the corporation, as specified in Section
1.1 hereof, in which case notice of the different meeting place shall be
given in the same manner as that specified below for giving notice of special
meetings.
SECTION 11.3 SPECIAL MEETINGS. Special meetings of the board of
directors for any purpose or purposes may be called at any time by the
chairman of the board, if there be one, the president, any vice president,
the secretary, or by any two or more of the directors.
SECTION 11.4 NOTICE OF SPECIAL MEETINGS. Notice of the time and place
of special meetings of the board of directors shall be delivered personally
or by telephone or sent by first-class mail or by other form of written
communication, charges prepaid, addressed to each director at that director's
address as it appears on the records of the corporation. In case the notice
is mailed, it shall be deposited in the United States mail at least four (4)
days before the time of the holding of the meeting. In case the notice is
delivered personally, or by telephone, telegram, telex or similar means of
communication, it shall
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be delivered personally, by telephone, or to the common carrier for
transmission at least forty-eight (48) hours before the time of the holding of
the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the
director who the person giving the notice has reason to believe will promptly
communicate it to the director. The notice need not specify the purpose of
the meeting nor the place if the meeting is to be held at the principal
executive office of the corporation.
SECTION 11.5 ADJOURNED MEETINGS. A majority of the directors present,
whether or not constituting a quorum, may adjourn any meeting of the board of
directors to another time and place. Notice of the time and place of holding
an adjourned meeting need not be given, unless the meeting is adjourned for
more than twenty-four (24) hours, in which case notice of the time and place
of holding the adjourned meeting shall be given in the manner specified in
Section 11.4, to the directors who were not present at the time of the
adjournment.
SECTION 11.6 QUORUM. Except to adjourn as provided in Section 11.5
hereof, a majority of the authorized number of directors shall constitute a
quorum of the board of directors for the transaction of business; provided,
however, that if and for so long as the authorized number of directors is
one, one director shall constitute a quorum. Subject to the provisions of
Sections 310, 311 and 317(e) of the California Corporations Code, every act
or decision done or made by not less than a majority of the directors present
at a meeting duly held and at which a quorum is present shall be regarded as
an act of the board of directors. A meeting at which a quorum is initially
present
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may continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved by at least a majority of the
required quorum for such meeting.
SECTION 11.7 WAIVER OF NOTICE AND CONSENT. The transactions of any
meeting of the board of directors, however called and noticed or wherever
held, shall be as valid as though transacted at a meeting duly held after
regular call and notice, if a quorum is present and if either before or after
the meeting, each of the directors not present signs a written waiver of
notice, a consent to holding 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. Notice of a
meeting shall be deemed given to any director who attends a meeting without
protesting, either before or at its commencement, the lack of notice to such
director.
SECTION 11.8 WRITTEN CONSENT IN LIEU OF MEETING. Any action required
or permitted to be taken by the board of directors may be taken without a
meeting, if all members of the board shall individually or collectively
consent in writing to such action. Such action by written consent shall have
the same force and effect as a unanimous vote of such directors at a meeting
duly called and noticed. Each such written consent or consents shall be filed
with the minutes of the proceedings of the board of directors.
ARTICLE XII
SHARES OF STOCK
SECTION 12.1 CERTIFICATES OF STOCK. There shall be issued to each
holder of fully paid shares of the corporation a certificate or
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certificates for such shares. Every such certificate shall be signed in the
name of the corporation by the chairman of the board of directors or the
president or any vice president and by the secretary or an assistant
secretary or the chief financial officer or any assistant chief financial
officer of the corporation and countersigned by a transfer agent of the
corporation (if the corporation shall then have a transfer agent) and
registered by the registrar of the shares of the corporation (if the
corporation shall then have a registrar).
SECTION 12.2 LOST CERTIFICATES. The board of directors may by
resolution provide that in the event any certificate or certificates for
shares or any other security of the corporation shall be alleged to have been
lost, stolen or destroyed, no new certificate or certificates shall be issued
in lieu thereof until an indemnity bond in such form and in such amount as
shall be approved by the board of directors shall have been furnished. The
board of directors may adopt such other provisions and restrictions with
reference to lost certificates as it shall in its discretion deem appropriate.
ARTICLE XIII
SUNDRY PROVISIONS
SECTION 13.1 INSTRUMENTS IN WRITING. All checks, drafts, demands for
money and notes of the corporation, and all written contracts of the
corporation, shall be signed or endorsed by such officer or officers, agent
or agents, as provided in these bylaws or as the board of directors may
designate from time to time by resolution. No officer, agent or employee of
the corporation shall have power to bind the corporation by contract or
otherwise unless authorized to do
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so by these bylaws or by the board of directors.
SECTION 13.2 FISCAL YEAR. The board of directors may by resolution
adopt for the corporation a fiscal year other than the calendar year, and may
by resolution change the same from time to time.
SECTION 13.3 SHARES HELD BY THE CORPORATION. Shares in other
corporations standing in the name of the corporation may be voted or
represented and all rights incident thereto may be exercised on behalf of the
corporation by any officer of this corporation authorized so to do by
resolution of the board of directors, or in the absence of such a resolution,
by the chairman of the board of directors, the president or any vice
president.
SECTION 13.4 ANNUAL REPORT. The annual report to shareholders referred
to in Section 1501 of the California Corporations Code is expressly dispensed
with, but nothing herein shall be interpreted as prohibiting the board of
directors from issuing annual or other periodic reports to the shareholders
of the corporation as they consider appropriate.
SECTION 13.5 INDEMNIFICATION. The corporation shall, to the maximum
extent permitted by the California Corporations Code, have the power to
indemnify each of its agents against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of the fact any such person is or was an agent
of the corporation, and shall have power to advance to each such agent
expenses incurred in defending any such proceeding to the maximum extent
permitted by that law. For purposes of this Section 13.5, an "agent" of the
corporation includes any person
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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
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, or was a director, officer,
employee, or agent of a corporation which was a predecessor corporation of
the corporation or of another enterprise at the request of such predecessor
corporation.
ARTICLE XIV
CONSTRUCTION OF BYLAWS WITH REFERENCE TO
PROVISIONS OF LAW
SECTION 14.1 BYLAW PROVISIONS ADDITIONAL AND SUPPLEMENTAL TO PROVISIONS
OF LAW. All restrictions, limitations, requirements and other provisions of
these bylaws shall be construed, insofar as possible, as supplemental and
additional to all provisions of law applicable to the subject matter thereof
and shall be fully complied with in addition to the said provisions of law
unless such compliance shall be illegal.
SECTION 14.2 BYLAW PROVISIONS CONTRARY TO OR INCONSISTENT WITH
PROVISIONS OF LAW. Any article, section, subsection, subdivision, sentence,
clause or phrase of these bylaws which, upon being construed in the manner
provided in Section 14.1 hereof, shall be contrary to or inconsistent with
any applicable provision of law, shall not apply so long as said provisions
of law remain in effect, but such result shall not affect the validity or
applicability of any other portions of these bylaws, it being hereby declared
that these bylaws would have been adopted and each article, section,
subsection, subdivision, sentence,
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clause or phrase thereof, irrespective of the fact that any one or more
articles, sections, subsections, subdivisions, sentences, clauses or phrases
is or are illegal.
SECTION 14.3 CONSTRUCTION AND DEFINITIONS. Unless the context
otherwise requires, the general provisions, rules of construction and
definitions in the California Corporations Code shall govern the construction
of these bylaws. Without limiting the generality of the foregoing, the
singular number includes the plural, the plural number includes the singular,
and the term "person" includes both a corporation and a natural person. All
references in these bylaws to the California Corporations Code or to sections
of the Code shall be deemed to be to such Law or sections as they may be
amended and in effect and, if renumbered, to such renumbered provisions at
the time of any action taken under the bylaws.
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ARTICLE XV
ADOPTION, AMENDMENT OR REPEAL OF BYLAWS
SECTION 15.1 BY SHAREHOLDERS. New bylaws may be adopted, and these
bylaws may be amended or repealed by the vote or written assent of
shareholders entitled to exercise a majority of the voting power of the
corporation.
SECTION 15.2 BY THE BOARD OF DIRECTORS. Subject to the right of
shareholders to adopt, amend or repeal bylaws, bylaws other than a bylaw or
amendment thereof changing the authorized number of directors may be adopted,
amended or repealed by the board of directors. A bylaw adopted by the
shareholders may limit or restrict the power of the directors to adopt, amend
or repeal bylaws, or may deprive them of the power.
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