Exhibit 3.3
CERTIFICATE OF AMENDMENT
OF BYLAWS OF
SILICON VALLEY BANCSHARES
The undersigned Secretary of Silicon Valley Bancshares, hereby certifies
that Sections 2.3, 2.8(b)(ii) and 2.11 of the Bylaws of this corporation were
amended on October 22, 1998, by the Board of Directors of this corporation such
that such Sections now read in their entirety as follows:
" Section 2.3 SPECIAL MEETINGS. Special meetings of the
shareholders, for the purpose of taking any action permitted by the shareholders
under the California General Corporation Law, may be called at any time by the
Board or, subject to the provisions of this Section 2.3, by the Chair of the
Board, the President, or one or more shareholders holding not less than ten
percent (10%) of the votes entitled to be cast at the meeting. For a special
meeting of the shareholders to be properly brought by any person or persons
other than the Board pursuant to the preceding sentence, the person or persons
calling the meeting must have given timely notice thereof in writing to the
Secretary of the Corporation and the business proposed to be conducted at such
meeting must otherwise be a proper matter for shareholder action. To be timely,
such notice shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 60th day
nor earlier than the close of business on the 90th day prior to the date of the
meeting proposed by the person or persons calling the meeting. Such notice
shall set forth (a) the proposed date and time of the meeting, (b) as to each
person whom the person or persons calling the meeting propose to nominate for
election or reelection as a director all information relating to such nominee
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(or any successor thereto) and Rule 14a-11 thereunder (or any successor thereto)
(including such nominee's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (c) as to any other
business that the person or persons calling the meeting proposes to bring before
the meeting, a brief description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such person or persons and any other
person or entity, if any, on whose behalf the proposal is made; and (d) as to
any shareholders giving the notice (i) the name and address of such
shareholders, as they appear on the Corporation's books and (ii) the class and
number of shares of the Corporation which are owned beneficially and of record
by such shareholders. Upon notice meeting the requirements of this Section 2.3
by any person or persons entitled to call a special meeting of shareholders, the
Corporation shall cause notice to be given to shareholders entitled to vote that
a meeting will be held. Except in special cases where other express provision
is made by statute, notice of special meetings shall be given in the same manner
as for annual meetings of shareholders. In addition, to the matters required by
items (i), and, if applicable, (ii) and (iii) of the preceding Section, notice
of any special meeting shall specify the general nature of the business to be
transacted, and no other business may be transacted at such meeting."
" 2.8(b)(ii) Prompt notice shall be given at the taking of any
other corporate action approved by shareholders without a meeting by less than
unanimous written
consent, to those shareholders entitled to vote who have not consented in
writing. Such notices shall be given as provided in Section 2.2(c) of these
Bylaws.
Any shareholder of record or other person or entity seeking to
have the shareholders authorize or take corporate action by written consent
shall, by written notice to the Secretary, request the Board of Directors to fix
a record date pursuant to Section 5.1 hereof. The Board of Directors may, at
any time within ten (10) days after the date on which such a request is
received, adopt a resolution fixing the record date (unless a record date has
previously been fixed pursuant to Section 5.1 hereof). If no record date has
been fixed by the Board of Directors pursuant to Section 5.1 hereof or otherwise
within ten (10) days of the date on which such a request is received, the record
date for determining shareholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
required by applicable law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its principal place of business or to any officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of shareholders are recorded. Delivery shall be by hand or by
certified or registered mail, return receipt requested. If no record date has
been fixed by the Board of Directors and prior action by the Board of Directors
is required by applicable law, the record date for determining shareholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the date on which the Board of Directors adopts the
resolution taking such prior action.
In the event of the delivery, in the manner provided by this
Section 2.8(b)(ii), to the Corporation of the requisite written consent or
consents to take corporate action and/or any related revocation or revocations,
the Corporation may engage independent inspectors of elections for the purpose
of performing promptly a ministerial review of the validity of the consents and
revocations. For the purpose of permitting the inspectors to perform such
review, in the event such inspectors are appointed, no action by written consent
without a meeting shall be effective until such date as such appointed
independent inspectors certify to the Corporation that the consents delivered to
the Corporation in accordance herewith represent at least the minimum number of
votes that would be necessary to take the corporate action. Nothing contained
in this Section 2.8 shall in any way be construed to suggest or imply that the
Board of Directors or any shareholder shall not be entitled to contest the
validity of any consent or revocation thereof, whether before or after any
certification by any independent inspectors, or to take any other action
(including, without limitation, the commencement, prosecution or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).
Every written consent shall bear the date of signature of each
shareholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated written consent received in accordance with this Section 2.8,
a written consent or consents signed by a sufficient number of holders to take
such action are delivered to the Corporation in the manner prescribed herein.
Any shareholder giving a written consent, or the shareholder's
proxyholder, or a transferee of the shares, or a personal representative of the
shareholder or their respective proxyholders, may revoke the consent by a
writing received by the Corporation prior to the time that written consents by
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."
" 2.11 NOMINATIONS AND PROPOSALS.
Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
shareholders may be made at any meeting of shareholders only (a) pursuant
to the Corporation's notice of meeting, (b) by or at the direction of the
Board of Directors or (c) by any shareholder of the Corporation who was a
shareholder of record at the time of giving of notice provided for in these
bylaws, who is entitled to vote at the meeting and who complies with the
notice procedures set forth in this Section 2.11.
For nominations or other business to be properly brought before a
shareholders meeting by a shareholder pursuant to clause (c) of the
preceding sentence, the shareholder must have given timely notice thereof
in writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for shareholder action. To be timely, a
shareholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business
on the 60th day nor earlier than the close of business on the 90th day
prior to the meeting; provided, however, that in the event that less than
65 days notice of the meeting is given to shareholders, notice by the
shareholder to be timely must be so delivered not earlier than the close of
business on the seventh (7th) day following the day on which the notice of
meeting was mailed. In no event shall the public announcement of an
adjournment of a shareholders meeting commence a new time period for the
giving of a shareholder's notice as described above. Such shareholder's
notice shall set forth (a) as to each person whom the shareholder proposes
to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations
of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (or any successor thereto) and
Rule 14a-11 thereunder (or any successor thereto) (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such shareholder, as they
appear on the Corporation's books, and of such beneficial owner, and (ii)
the class and number of shares of the Corporation which are owned
beneficially and of record by such shareholder and such beneficial owner.
Notwithstanding any provision herein to the contrary, no business shall be
conducted at a shareholders meeting except in accordance with the
procedures set forth in this Section 2.11."
This Certificate of Amendment of Bylaws shall be effective as of this 22nd
day of October, 1998.
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A. Catherine Ngo, Secretary