BYLAWS
OF
REGENCY BANCORP
(a California Corporation)
ARTICLE I
OFFICES
1.1 PRINCIPAL EXECUTIVE OFFICE. The principal executive office of the
Corporation (the "Head Office") is hereby fixed and located at 7060 N.
Fresno, Fresno, California 93720. The Board of Directors is hereby granted
full power and authority to change said Head Office from one location to
another within the State of California, subject to all necessary regulatory
approvals.
1.2 OTHER OFFICES. Branch offices or other places of business may at any
time be established by the Board of Directors at any place or places, subject
to all necessary regulatory approvals.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.1 PLACE OF MEETINGS. All meetings of shareholders shall be held at the
Head Office of the Corporation, or at any other place within the State of
California which may be designated either by the Board of Directors or by the
written consent of all persons entitled to vote thereat and not present at
the meeting, given either before or after the meeting and filed with the
Secretary of the Corporation.
2.2 ANNUAL MEETINGS
(a) TIME. The Annual Meeting of Shareholders shall be held each year
on a date and at a time designated by the Board of Directors. 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.
(b) BUSINESS TO BE TRANSACTED. At the Annual Meeting, directors shall
be elected, reports of the affairs of the Corporation shall be considered,
and any other business may
be transacted which is within the powers of the shareholders.
(c) NOTICE, MEANS. Written notice of each Annual Meeting shall be
given to each shareholder entitled to vote, 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 given by him to the Corporation for the purpose of notice.
If any notice or report addressed to the shareholder at the address of such
shareholder appearing on the books of the Corporation is returned to the
Corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice or report 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 for the shareholder upon written demand of the shareholder at the
Head Office of the Corporation for a period of one year from the date of
the giving of the notice or report to all other shareholders. If a
shareholder gives no address, notice shall be deemed to have been given him
if sent by mail or other means of written communication addressed to the
place where the Head Office of the Corporation is situated, or if published
at least once in some newspaper of general circulation in the county in
which said Head Office is located. An affidavit of the mailing or other
means of giving any notice of any Annual 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 minute book of
the Corporation.
(d) NOTICE, TIME AND CONTENT. All notices referred to in subsection
(c) above shall be given to each shareholder entitled thereto not less than
ten (10) days nor more than sixty (60) days before each Annual Meeting. Any
such notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by other means of written
communication.
Such notices shall specify:
(i) The place, the date, and the hour of such meeting;
(ii) Those matters which the Board of Directors, at the time of
the mailing of the notice, intends to present for action by the
shareholders;
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(iii) If directors are to be elected, the names of nominees
intended at the time of the notice to be presented by the Board of
Directors for election;
(iv) The general nature of a proposal, if any to take action
with respect to approval of, (a) a contract or other transaction
with an interested director, (b) amendment of the articles of
incorporation, (c) a reorganization of the Corporation as defined in
Section 181 of the General Corporation Law, (d) voluntary
dissolution of the Corporation, or (e) a distribution in dissolution
other than in accordance with the rights of outstanding preferred
shares, if any; and,
(v) Such other matters, if any, as may be expressly required by
statute.
2.3 NOMINATIONS FOR DIRECTOR. Nominations for election of members of the
Board of Directors may be made by the Board of Directors or by any
shareholder of any outstanding class of voting stock of the Corporation
entitled to vote for the election of directors. Notice of intention to make
any nominations, other than by the Board of Directors, shall be made in
writing and shall be received by the President of the Corporation no more
than sixty (60) days prior to any meeting of shareholders called for the
election of directors, no more than ten (10) days after the date the notice
of such meeting is sent to shareholders pursuant to Section 2.2 of these
bylaws, and not later than the time fixed in the notice of the meeting for
the opening of the meeting. Such notification shall contain the following
information to the extent known to the notifying shareholder: (a) the name
and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the number of shares of voting stock of the Corporation
owned by each proposed nominee; (d) the name and residence address of the
notifying shareholder; and (e) the number of shares of voting stock of the
Corporation owned by the notifying shareholder. Nominations not made in
accordance herewith may be disregarded by the then chairman of the meeting,
and the inspectors of election shall then disregard all votes cast for each
nominee.
The first paragraph of this Section 2.3 shall be set forth in any notice
of a shareholders' meeting, whether pursuant to Section 2.2 or Section 2.4 of
these Bylaws, at which meeting the election of directors is to be considered.
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2.4 SPECIAL MEETINGS
(a) CALLING OF. Special meetings of the shareholders, for the purpose
of taking any action permitted by the shareholders under the General
Corporation Law and the articles of incorporation of this Corporation, may
be called at any time by the Chairman of this Corporation, the President,
the Board of Directors, or by one or more shareholders holding not less
than ten percent (10 percent) of the outstanding shares entitled to vote.
(b) TIME AND NOTICE OF. Upon receipt of a request in writing that a
special meeting of shareholders be called for any proper purpose, directed
to the Chairman of the Board, President, Vice President or Secretary by any
person (other than the Board) entitled to call a special meeting of
shareholders, then such officer shall forthwith cause notice to be given to
shareholders entitled to vote that a meeting will be held at a time
requested by the person or persons calling the meeting, not less than
thirty-five (35) nor more than sixty (60) days after receipt of the
request. If such notice is not given within twenty (20) days after receipt
of such request, the persons calling for the meeting may give notice
thereof in the manner provided by these bylaws or apply to the Superior
Court as provided in the General Corporation Law, Section 601(c). Except in
special cases where other express provisions is made by statute, notice of
such special meetings shall be given in the same manner as for Annual
Meetings of Shareholders. In addition to the matters required by item (i)
and, if applicable, item (iii) of Section 2.2 of these Bylaws, notice of
any special meeting shall specify the general nature of the business to be
transacted at such meeting.
2.5 QUORUM. A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum for the transaction of business
at any meeting of shareholders. 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, if any action taken (other than adjournment) is approved
by at least a majority of the shares required to constitute a quorum.
2.6 ADJOURNED MEETING AND NOTICE THEREOF. 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, the holders of which
are either present in person or represented by proxy thereat, but in the
absence of a quorum no other business may be transacted at such meeting,
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except as provided in Section 2.5 above. When any shareholders' meeting,
either annual or special, is adjourned for forty-five (45) days or more, or
if after adjournment, a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting shall be given as in the case of an original
meeting. Except as provided above, 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 of the time and place
thereof at the meeting at which such adjournment is taken.
2.7 VOTING
(a) RECORD DATE. Unless a record date for voting purposes is fixed as
provided in Section 5.1 of Article V of these Bylaws then, subject to the
provisions of Sections 702 through 704 of the General Corporation Law
(relating to voting of shares held by a 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 at the close
of business on the business day next preceding the day on which notice of
the meeting is given or if such notice is waived, at the close of business
on the business day next preceding the day on which the meeting of
shareholders is held, shall be entitled to vote at such meeting, and such
day shall be the record date for such meeting.
(b) BALLOT. All voting shall be by written ballot; provided, however,
that voting with respect to procedural matters may be oral unless any
shareholder demands voting by ballot. If a quorum is present, except with
respect to election of directors, the affirmative vote of the majority of
the shares represented at the meeting and entitled to vote on any matter
shall be the act of the shareholders, unless the vote of greater number or
voting by classes is required by the General Corporation Law or the
articles of incorporation.
(c) CUMULATIVE VOTING FOR ELECTION OF DIRECTORS. Subject to the
requirements contained in this subsection, every shareholder entitled to
vote at any election for directors shall have the right to cumulate his
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
shares are entitled, or to distribute his votes on the same principle among
as many candidates as he shall think fit. No shareholder shall be entitled
to cumulate his votes for any candidate unless the name of such candidate
or candidates for whom such votes would be cast has been placed in
nomination in accordance with the provisions of these bylaws and any
shareholder has given notice at the meeting
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prior to the voting of such shareholder's intent to cumulate his votes. The
candidates receiving the highest number of votes of shares entitled to be
voted for them, up to the number of directors to be elected, shall be
elected.
2.8 VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS. The
transactions of any meeting of shareholders, either Annual or special,
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 persons entitled to vote, who was not present in person
or by proxy, signs a written waiver of notice or a consent to a holding of
the meeting, or an approval of the minutes. The waiver of notice or consent
need not specify either the business to be transacted or the purpose of any
Annual or special meeting of shareholders, except that if action is taken or
proposed to be taken for approval of any of those matters specified in
Section 2.2(d)(iv) of Article II, the waiver of notice or consent shall state
the general nature of the proposal. All such waivers, consents or approvals
shall be filed with corporate records or made a part of minutes of the
meeting.
Attendance by a person at a meeting shall also constitute a waiver of
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 by The
General Corporation Law to be included in the notice of the meeting but not
so included if that objection is expressly made at the meeting.
2.9 ACTION WITHOUT MEETING
(a) ELECTION OF DIRECTORS. Except as provided in Article III, Section
3.4(d), directors may be elected without a meeting by a consent in writing,
setting forth the action so taken signed by all of the persons who would be
entitled to vote for the election of directors, provided that, without
notice except as hereinafter set forth, a director may be elected at any
time to fill a vacancy not filled by the directors by the written consent
of persons holding a majority of the outstanding shares entitled to vote
for the election of directors.
(b) OTHER ACTION. Unless otherwise provided for in the articles, any
action which, under any provisions of the General Corporation Law may be
taken at a meeting of the shareholders, may be taken without a meeting, and
without notice except as hereinafter set forth, if a consent in
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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 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: (i) notice of any proposed shareholder approval of (a)
a contract or other transaction with an interested director, (b)
indemnification of an agent of the Corporation as authorized by Section 3.17
of Article III of these bylaws, (c) a reorganization of the Corporation as
defined in Section 181 of the General Corporation Law, or (d) a distribution
in dissolution other than in accordance with the rights of outstanding
preferred shares, if any, 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, (ii) 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 those shareholders
entitled to vote who have not consented in writing. Such notices shall be
given in the manner and with the effect provided in Section 2.2 of Article II
of these bylaws.
Unless, as provided in Section 5.1 of Article V of these bylaws, the
Board of Directors has fixed a record date for the determination of
shareholders entitled to notice of and to give such written consent, the
record date for such determination shall be the day on which the first
written consent is given. All such written consents shall be filed with the
Secretary of the Corporation.
Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares or a personal representative of
the shareholder or their respective proxyholders, may revoke the consent by a
writing received by the Corporation prior to the time that written consents
of the number of shares required to authorize the proposed action have been
filed with the Secretary of the Corporation, but may not do so thereafter.
Such revocation is effective upon its receipt by the Secretary of the
Corporation.
2.10 PROXIES. Every person entitled to vote or execute consents shall
have the right to do so either in person or 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. Any proxy duly executed is not
revoked and continues in full force and effect until (i) an instrument
revoking it or a duly executed proxy bearing a later date is filed with the
Secretary of the Corporation prior to the vote pursuant thereto, (ii) the
person executing the proxy attends the
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meeting and votes in person, or (iii) written notice of the death or
incapacity of the maker of such proxy is received by the Corporation before
said proxy is voted and counted; provided that no such proxy shall be valid
after the expiration of eleven (11) months from the date of its execution,
unless the person executing it specifies therein the length of time for which
such proxy is to continue in force.
2.11 INSPECTORS OF ELECTION.
(a) APPOINTMENT, NUMBER. In advance of any meeting of shareholders,
the Board of Directors may appoint any persons, other than nominees for
office, as inspectors of election to act at such meeting or any adjournment
thereof. If inspectors of election are not so appointed, or if any person
so appointed fails to appear or refuses to act, the chairman of any such
meeting may, and on the request of any shareholder or his proxy shall, make
such appointment at the meeting as provided in Section 707 of the General
Corporation Law. The number of inspectors shall be either one (1) or three
(3). If appointed at a meeting on the request of one or more shareholders
or proxies, the majority of shares represented in person or by proxy shall
determine whether one (1) or three (3) inspectors are to be appointed.
(b) DUTIES. The duties of such inspectors shall be as prescribed by
Section 707 of the General Corporation Law and shall include: determining
the number of shares outstanding and the voting power of each; the shares
represented at the meeting; the existence of a quorum; the authenticity,
validity and effect of proxies; receiving votes, ballots or consents;
hearing and determining all challenges and questions in any way arising in
connection with the right to vote; counting and tabulating all votes or
consents; determining when the polls shall close; determining the result;
and such acts as may be proper to conduct the election or vote with
fairness to all shareholders. In the determination of the validity and
effect of proxies, the dates contained on the forms of proxy shall
presumptively determine the order of execution of the proxies, regardless
of the postmark dates on the envelopes in which they are mailed. The
inspectors of election shall perform their duties impartially, in good
faith, to the best of their ability and as expeditiously as is practical.
If there are three (3) inspectors of election, the decision, or act or
certificate of a majority is effective in all respects as the decision, act
or certificate of all. Any report or certificate made by the inspectors of
election is PRIMA FACIE evidence of the facts stated therein.
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ARTICLE III
DIRECTORS
3.1 POWERS. Subject to any limitations of the articles of
incorporation and of the General Corporation Law to action to be authorized
or approved by the shareholders and subject to the duties of directors as
prescribed by these bylaws, all corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall
be controlled by, the Board of Directors. Without prejudice to such general
powers, but subject to the same limitations, it is hereby expressly declared
that the directors shall have the following powers, to wit:
FIRST - To select and remove all the officers, agents and employees of
the Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the articles of incorporation or these bylaws,
fix their compensation and require from them security for faithful
service.
SECOND - To conduct, manage and control the affairs and business of
the Corporation, and to make such rules and regulations therefor not
inconsistent with law, or with the articles of incorporation or the bylaws,
as they may deem best.
THIRD - To change the Head Office of the Corporation from one location
to another as provided in Section 1.1 of Article 1 of these bylaws; to fix
and locate from time to time one or more branch offices of other places of
business of the Corporation, as provided in Section 1.2 of Article 1 of
these bylaws; to designate any place within the State of California for the
holding of any shareholders' meeting or meetings; and to adopt, make and
use a corporate seal, and to prescribe the forms of certificates of stock,
and to alter the form of such seal and of such certificates from time to
time, as in their judgment they may deem best, provided such seal and such
certificates shall at all times comply with the provisions of law.
FOURTH - To authorize the issue of shares of stock for the Corporation
from time to time, upon such terms as may be lawful.
FIFTH - To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, capital notes, debentures, deeds
of trust, mortgages,
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pledges, hypothecations or other evidences of debt and securities therefor,
to the extent permitted by law.
SIXTH - By resolution adopted by a majority of the authorized number
of directors, the Board may designate an executive and other committees,
each consisting of two or more directors, to serve at the pleasure of the
Board, and to prescribe the manner in which proceedings of such committee
shall be conducted. Unless the Board of Directors shall otherwise prescribe
the manner of proceedings of any such committee, meetings of such committee
may be regularly scheduled in advance and may be called at any time by any
two members thereof; otherwise, the provisions of these bylaws with respect
to notice and conduct of meetings of the Board shall govern. Any such
committee, to the extent provided in a resolution of the Board, shall have
all of the authority of the Board, except with respect to:
(i) the approval of any action for which the General Corporation
Law or the articles of incorporation also require shareholder
approval;
(ii) the filling of vacancies on the Board or on any committee;
(iii) the fixing of compensation of the directors for serving on
the Board or on any committee;
(iv) the adoption, amendment or repeal of bylaws;
(v) the amendment or repeal of any resolution of the Board;
(vi) any distribution to the shareholders, except at a rate or in
a periodic amount or within a price range determined by the Board;
(vii) the appointment of other committees of the Board or the
members thereof; or
(viii) the approval of any action which applicable law requires
be approved by a greater number of affirmative votes of directors than
were obtained or are obtainable on such committee.
SEVENTH- The Board may appoint a Stock Option Committee or Committees
composed of not less than two (2) directors, one of whom shall serve as
chairman. The duties of this committee shall be to manage this
Corporation's stock option plan(s), to make periodic reports to the Board
as to the status of the Plan, and, in addition to the power of the
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Board to grant options, to grant qualified and nonqualified options
pursuant to the Corporation's stock option plan(s).
3.2 NUMBER AND QUALIFICATION OF DIRECTORS. The number of directors of
the Corporation shall not be less than (8) nor more than fifteen (15) until
changed by amendment of the articles of incorporation or by a bylaw amending
this Section 3.2 duly adopted by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote. The exact number of
directors shall be fixed from time to time, within the limits specified in
the articles of incorporation or in this Section 3.2, by a resolution duly
adopted by a 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 the holders of a majority of the outstanding shares entitled to vote, or by
the Board of Directors.
Subject to the foregoing provisions for changing the number of
directors, the number of directors of this Corporation has been fixed at ten
(10).
3.3 ELECTION AND TERM OF OFFICE. The directors shall be elected at each
Annual Meeting of Shareholders but, in any such Annual Meeting is not held or
the directors are not elected thereat, the directors may be elected at any
special meeting of shareholders held for that purpose. All directors shall
hold office until the next Annual Meeting of Shareholders and until their
respective successors are elected and qualified, subject to the General
Corporation Law and the provisions of these bylaws with respect to vacancies
on the Board.
3.4 VACANCIES.
(a) WHEN A VACANCY EXISTS. A vacancy in the Board of Directors shall
be deemed to exist in case of the death, resignation or removal of any
director, if a director has been declared of unsound mind by order of
court, or if a director is convicted of a felony, if the authorized number
of directors be increased, of if the shareholders fail, at any Annual or
special meeting of shareholders at which any director or directors are
elected, to elect the full authorized number of directors to be voted for
at that meeting.
(b) FILLING OF VACANCIES BY DIRECTORS. Vacancies in the Board of
Directors, except for a vacancy created by the removal of director (see
subsection (d) below) may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director, and
each director so elected shall hold office until his successor is elected
at an Annual or a special meeting of shareholders. If the
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Board of Directors accepts the resignation of a director tendered to take
effect at a future time, the Board of Directors (or the shareholders) may
elect a successor to take office when the resignation becomes effective.
(c) FILLING OF VACANCIES BY SHAREHOLDERS. 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 shall require
the consent of shareholders of a majority of the outstanding shares
entitled to vote.
(d) VACANCY DUE TO REMOVAL OF DIRECTOR. A vacancy in the Board of
Directors created by the removal of a director may only be filled 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 the
holders of all the outstanding shares.
(e) WHEN REDUCTION IN NUMBER EFFECTIVE. No reduction of the authorized
number of directors shall have the effect of removing any director prior to
the expiration of his term of office.
3.5 PLACE OF MEETING. Regular meetings of the Board of Directors shall
be held at any place within the State of California which has been designated
from time to time by resolution of the Board. In the absence of such
designation, regular meetings shall be held at the Head Office of the
Corporation. Special meetings of the Board may be held either at a place so
designated or at the Head Office.
3.6 ORGANIZATION MEETING. Immediately following each Annual Meeting of
Shareholders the Board of Directors shall hold a regular meeting at the place
of said Annual Meeting or at such other place as shall be fixed by the Board
of Directors, for the purpose of organization, election of officers, and the
transaction of other business. Call and notice of such meetings are hereby
dispensed with.
3.7 OTHER REGULAR MEETINGS. Other regular meetings of the Board of
Directors shall be held not less than once each calendar quarter on the third
Thursday of the month at 11:00 a.m. at 7060 N. Fresno, Fresno, California or
at such other day, hour and place as shall be fixed from time to time by the
Board of Directors by resolution or in the bylaws. If such day falls upon a
legal holiday, then said meeting shall be held at the same time on the next
day thereafter ensuing which is a full business day. Notice of all such
regular meetings of the Board of Directors is hereby dispensed with.
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3.8 SPECIAL MEETINGS. Special meetings of the Board of Directors for any
purpose or purposes shall be called at any time by the Chairman of the Board,
the President, the Secretary or by any two directors. Written notice of the
time and place of special meetings shall be delivered personally to each
director or communicated to each director by telephone, or by telegraph or
mail, charges prepaid, addressed to him at his address as it is shown upon
the records of the Corporation or, if it is not so shown on such records or
it not readily ascertainable, at the place at which the meetings of the
directors are regularly held. In case such notice is mailed or telegraphed,
it shall be deposited in the United States mail or delivered to the telegraph
company in the place in which the Head Office of the Corporation is located
at least four (4) days prior to the time of the holding of the meeting. In
case such notice is delivered, personally or by telephone, as above provided,
it shall be so delivered at least twenty-four (24) hours prior to the time of
the holding of the meeting. Such mailing, telegraphing or delivery,
personally or by telephone, as above provided, shall be due, legal and
personal notice to such director. Any notice shall state the date, place and
hour of the meeting and the general nature of the business to be transacted,
and no other business may be transacted at the meeting.
3.9 ACTION WITHOUT MEETING. Any action 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 written consent or
consents shall be filed with the minutes of the proceedings of the Board and
shall have the same force and effect as a unanimous vote of such directors.
3.10 ACTION AT A MEETING; QUORUM AND REQUIRED VOTE. Presence of a
majority of the authorized number of directors at a meeting of the Board of
Directors constitutes a quorum for the transaction of business, except as
hereinafter provided. Members of the Board may participate in a meeting
through use of conference telephone or similar communications equipment, so
long as all members participating in such meeting can hear one another.
Participation in a meeting as permitted in the preceding sentence constitutes
presence in person at such meeting. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a
greater number, or the same number after disqualifying one or more directors
from voting, is required by law, by the articles of incorporation, or by
these bylaws. A meeting at which a quorum is initially present may continue
to transact business notwithstanding the withdrawal of a director, provided
that any action taken is approved by at least a majority of the required
quorum for such meeting.
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3.11 WHEN NOTICE NOT REQUIRED. Notice of a meeting need not be given to
any director who signs a written waiver of notice or a consent to holding
such meeting or an approval of the minutes thereof, whether before or after
the meeting. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
3.12 WAIVER OF NOTICE BY ATTENDANCE. Attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, unless a
director attends for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called, noticed, or
convened; provided, however, if after stating his objection, the objecting
director continues to attend and by his attendance participates in any matter
other than those to which he objected, he shall be deemed to have waived
notice of such meeting and withdrawn his objections.
3.13 ADJOURNMENT. A quorum of the directors may adjourn any directors'
meeting to meet again at a stated day and hour; provided, however, that in
the absence of a quorum a majority of the directors present and any
directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
3.14 NOTICE OF ADJOURNMENT. If the meeting is adjourned for more than
twenty-four (24) hours, notice of any adjournment to another time or place
shall be given prior to the time of the adjourned meeting to the directors
who were not present at the time of adjournment. Otherwise notice of the time
and place of holding any adjourned meeting need not be given to absent
directors if the time and place be fixed at the meeting adjourned.
3.15 FEES AND COMPENSATION. Directors and members of committees may
receive such compensation, if any, for their services, and such reimbursement
for expenses, as may be fixed or determined by resolution of the Board.
3.16 INDEMNIFICATION OF CORPORATE AGENTS. The Corporation may indemnify
each or its agents against expenses, judgments, fines, settlements and other
amounts, actually and reasonably incurred by such person having been made or
having been threatened to be made a party to a proceeding to the fullest
extent possible by the provisions of Section 317 of the General Corporation
Law and the Corporation may advance the expenses reasonably expected to be
incurred by such agent in defending any such proceeding upon receipt of the
undertaking required by Section 317(f). The terms "agent," "proceeding" and
"expense" made in this Section 3.16 shall have the same meaning as such terms
in said Section 317 of the General Corporation Law.
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3.17 TRANSACTIONS BETWEEN THE CORPORATION AND ITS DIRECTORS.
(a) CORPORATION AND DIRECTORS. No contract or other transaction
between the Corporation and one or more of its directors, or between the
Corporation and any corporation, firm or association in which one or more
of its directors has a material financial interest (a mere common
directorship shall not constitute a material financial interest), is either
void or voidable because such director or directors or such other
corporation, firm or association are parties or because such director or
directors are present at the meeting of the board or a committee thereof
which authorizes, approves or ratifies the contract or transaction, if
(1) the material facts as to the transaction and as to such
director's interest are fully disclosed or known to the shareholders
and such contract or transaction is approved in good faith by the
affirmative vote of a majority of shares entitled to vote represented
at a duly held meeting at which a quorum is present or by the written
consent of shareholders, with the shares owned by the interested
director or directors not being entitled to vote thereon;
(2) the material facts as to the transaction and as to such
director's interest are fully disclosed or known to the Board or
Committee, and the Board or committee authorizes, approves or ratifies
the contract or transaction in good faith by a vote sufficient without
counting the vote of the interested director or directors and the
contract or transaction is just and reasonable as to the Corporation
at the time it is authorized, approved or ratified; or
(3) as to contracts or transactions not approved as provided in
paragraph (ax or (b) of this subdivision, the person asserting the
validity of the contract or transaction sustains the burden of proving
that the contract or transaction was just and reasonable as to the
Corporation at the time it was authorized, approved or ratified.
(b) CORPORATIONS HAVING INTERRELATED DIRECTORS. No contract of other
transaction between the Corporation and any corporation or association of
which one or more of its directors are directors is either void or voidable
because such director or directors are present at the meeting of the
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Board or a committee thereof which authorizes, approves or ratifies the
contract or transaction, if
(1) the material facts as to the transaction and as to such
director's other directorship are fully disclosed or known to the
Board or committee, and the Board or committee authorizes, approves or
ratifies the contract or transaction in good faith by a vote
sufficient without counting the vote of the common director or
directors or the contract or transaction is approved by the
shareholders (Section 153 of the General Corporation Law) in good
faith, or
(2) As to contracts or other transactions not approved as
provided in paragraph (1) of this subdivision, the contract or
transaction is just and reasonable as to the Corporation at the time
it is authorized, approved or ratified.
This subsection (b) does not apply to contracts or transaction covered by
subsection (a).
(c) INTERESTED DIRECTORS. Interested or common directors may be
counted in determining the presence of a quorum at a meeting of the Board
or a committee thereof which authorizes, approves or ratifies a contract or
transaction.
(d) LOANS AND EXTENSIONS OF CREDIT. For purposes of this Section 3.17,
the term "transaction" does not include loans or extensions of credit in
the ordinary course of business.
ARTICLE IV
OFFICERS
4.1 OFFICERS. The officers of the Corporation shall be a Chairman of the
Board, a President, a Secretary and a Chief Financial Officer. The Corporation
may also have, at the discretion of the Board of Directors, 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 4.3.
4.2 ELECTION. The officers of the Corporation, except such officers as may
be appointed in accordance with the provisions of Section 4.3 or Section 4.5,
shall be chosen annually by the Board of Directors, and each shall hold his
office until he shall
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resign or shall be removed or otherwise disqualified to serve, or his
successor shall be elected and qualified.
4.3 SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint, and
may empower the President to 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 bylaws or
as the Board of Directors may from time to time determine.
4.4 REMOVAL AND RESIGNATION. Any officer may be removed, either with or
without cause, by the Board of Directors, at any regular or special meeting
thereof, 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 (subject, in each case, to the rights, if any, of the officer
under any contract of employment).
Any officer may resign at any time by giving written notice to the Board
of Directors or to the President or to the Secretary of the Corporation,
without prejudice, however, to the rights, if any, of the Corporation under
any contract t which such officer is a party. Any such resignation shall take
effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
4.5 VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these bylaws for regular appointments to such office.
4.6 CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at
all meetings of the directors and the shareholders and shall exercise such
supervisory powers as may be given by the Board of Directors.
4.7 PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board, 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 shall preside
at all meetings of the shareholders and all meetings of the Board of
Directors in the absence of the Chairman of the Board. 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 the bylaws.
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4.8 VICE PRESIDENTS. In the event of the absence or disability of the
President, the Executive Vice Presidents, in order of their rank as fixed by
the Board of Directors or, if not ranked, the Executive Vice President
designated by the Board of Directors and in the event or the absence or
disability of all Executive Vice Presidents the other Vice Presidents, in
order of their rank as fixed by the Board of Directors or, if not ranked, the
Vice President designated by the Board of Directors, shall perform all the
duties of the President, and when so acting shall have all the powers of, and
be subject to all the restrictions 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
these bylaws.
4.9 SECRETARY.
(a) BOOK OF MINUTES. The Secretary shall record or cause to be
recorded, and shall keep or cause to be kept, at the Head Office and such
other place as the Board of Directors may order, a book of minutes of
actions taken at 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 name of those present at
directors' meetings, the number of shares present or represented at
shareholders' meetings, and the proceedings thereof.
(b) SHARE REGISTER. The Secretary shall keep, or cause to be kept, at
the Head Office or at the office of the Corporation's transfer agent, a
share register, or a duplicate share register, showing the names of the
shareholders and their addresses, the number and classes of shares held by
each, the number and date of certificates issued for the same, and the
number and date of cancellation of every certificate surrendered for
cancellation.
(c) OTHER DUTIES. 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 bylaws or by law to be given, and the Secretary
shall keep the seal of the Corporation, if any, 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.
4.10 CHIEF FINANCIAL OFFICER.
(a) BOOKS OF ACCOUNT. The Chief Financial Officer of the Corporation
shall keep and maintain, or cause to be kept and maintained, adequate and
correct accounts of the
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properties and business transactions of the Corporation, and shall send or
cause to be sent to the shareholders of the Corporation such financial
statements and reports as are by law or these bylaws required to be sent to
them. The books of account shall at all reasonable times be open to
inspection by any director.
(b) OTHER DUTIES. The Chief Financial Officer shall deposit or cause
to be deposited 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. The Chief Financial Officer shall disburse or cause
to be disbursed 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 transactions as Chief Financial
Officer 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 bylaws.
ARTICLE V
GENERAL CORPORATE MATTERS
5.1 RECORD DATE. The Board of Directors may fix a time in the future as a
record date for the determination of the shareholders entitled to notice of and
to vote at any meeting of shareholders or entitled to give consent to corporate
action in writing without a meeting, to receive any report, to receive any
dividend or distribution, or any allotment of rights, or to exercise rights in
respect to any change, conversion, or exchange of shares. The record date so
fixed shall be not more than sixty (60) days nor less than ten (10) days prior
to the date of any meeting, nor more than sixty (60) days prior to any other
event for the purposes of which it is fixed. When a record date is so fixed,
only shareholders of record on that date are entitled to notice of and to vote
at any such meeting, to give consent without a meeting, to receive any report,
to receive a dividend, distribution, or allotment of rights, or to exercise the
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the Corporation after the record date, except as otherwise provided in
the articles of incorporation or these bylaws.
5.2 INSPECTION OF CORPORATE RECORDS.
(a) BY SHAREHOLDERS. The accounting books and records, the record of
shareholders, and minutes of proceedings of the shareholders and the Board
and committees of the Board of this Corporation and any subsidiary of this
19
Corporation shall be open to inspection upon the written demand on the
Corporation of any shareholder or holder of a voting trust certificate at
any reasonable time during usual business hours, for a purpose reasonably
related to such holder's interests as a shareholder or as the holder of
such voting trust certificate. Such inspection by a shareholder or holder
of a voting trust certificate may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.
A shareholder or shareholders holding at least five percent (5
percent) in the aggregate of the outstanding voting shares of the
Corporation, or in the event the Corporation is subject to the reporting
requirements of the Securities Exchange Act of 1934, a shareholder or
shareholders who hold at least one percent (1 percent) of such voting
shares and have filed applicable forms with the Securities and Exchange
Commission relating to the election of directors of the Corporation,
shall have (in person or by agent or attorney) the absolute right: (1) to
inspect and copy the record of shareholders' names and addresses and
shareholdings during usual business hours upon five (5) business days'
prior written demand upon the Corporation and; (2) to obtain from the
transfer agent for the Corporation, upon written demand and upon the
tender of its usual charges, a list of the shareholders' names and
addresses, who are entitled to vote for the election of directors, and
their shareholdings, as of the most recent record date for which it has
been compiled or as of a date specified by the shareholder subsequent to
the date of demand. The list shall be made available on or before the
later of five (5) business days after the demand is received or the date
specified therein as the date as of which the list is to be compiled.
(b) BY DIRECTORS. Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records and documents of
every kind and to inspect the physical properties of the Corporation. Such
inspection by a director may be made in person or by agent or attorney and
the right of inspection includes the right to copy and make extracts.
5.3 MAINTENANCE AND INSPECTION OF BYLAWS. The Corporation shall keep at its
Head Office the original or a copy of the bylaws as amended to date, which shall
be open to inspection by the shareholders at all reasonable times during office
hours.
5.4 ANNUAL AND OTHER REPORTS. The Board of Directors of the Corporation
shall cause an annual report to be sent to the shareholders at least fifteen
(15) days prior to the Annual Meeting of shareholders but not later than one
hundred twenty
20
(120) days after the close of the fiscal year in accordance with the provisions
of Section 1501 of the General Corporation law.
5.5 CHECKS AND DRAFTS, HOW SIGNED. 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, from time to time, shall be determined by
resolution of the Board of Directors.
5.6 CONTRACTS, HOW EXECUTED. The Board of Directors, except as otherwise
provided in these bylaws, 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, and such authority may be general or confined to
specific instances; and, unless so authorized or ratified by the Board of
Directors or within the agency power of any officer, no officer, agent or
employee shall have any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or to any amount.
5.7 CERTIFICATES FOR SHARES. Every holder of shares in the Corporation
shall be entitled to have a certificate signed in the name of the Corporation by
the Chairman of the Board or the President or a 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 of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were an officer, transfer agent or registrar at the date of issue.
5.8 STATEMENTS ON CERTIFICATE FOR SHARES. Any such certificate shall also
contain such legend or other statement as may he required by law, by these
bylaws or by an agreement between the Corporation and the issuee thereof.
5.9 LOST, STOLEN OR DESTROYED CERTIFICATES. No new certificates for
shares shall be issued to replace an old certificate unless the latter is
surrendered and canceled at the same time; provided, however, that a new
certificate will be issued by order of the Board of Directors without the
surrender and cancellation of the old certificate if (i) the old certificate
is lost, apparently destroyed or wrongfully taken; (ii) the request for the
issuance of the new certificate is made within a reasonable time after the
owner of the old certificate
21
has notice of its loss, destruction, or theft; (iii) the request for the
issuance of a new certificate is made prior to the receipt of notice by the
Corporation that the old certificate has been acquired by a bona fide
purchaser; (iv) the owner of the old certificate files a sufficient indemnity
bond with or provides other adequate security to the Corporation; and (v) the
owner satisfies any other reasonable requirements imposed by the Corporation.
In the event of the issuance of a new certificate, the rights and liabilities
of the Corporation, and of the holders of the old and new certificates, shall
be governed by the provisions of Sections 8104 and 8405 of the California
Commercial Code.
5.10 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman of the
Board, President or any Vice President, or any other person authorized by
resolution of the Board of Directors or by any of the foregoing designated
officers, are authorized to vote, represent and exercise on behalf of this
Corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of the Corporation. The
authority herein granted to said officers to vote or represent on behalf of
this Corporation any and all shares held by this Corporation in any other
corporation or corporations may be exercised either by such officers in
person or by any other person authorized so to do by proxy or power or
attorney duly executed by these officers.
5.11 CONSTRUCTION AND DEFINITIONS. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the General Corporation Law shall govern the construction of
these bylaws. Without limiting the generality of the foregoing, the masculine
gender includes the feminine and neuter, the singular number includes the
plural and the plural number includes the singular, and the term "person"
includes a corporation as well as a natural person.
5.12 CORPORATE SEAL. The Board of Directors shall adopt, use and at will
alter a corporate seal. Any 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 VI
AMENDMENTS
6.1 POWER OF SHAREHOLDERS. New bylaws may be adopted or these bylaws may
be amended or repealed by the affirmative vote of a majority of the
outstanding shares entitled to vote, or by the written assent of shareholders
entitled to vote such shares,
22
except as otherwise provided by law or by the articles of incorporation.
6.2 POWER OF DIRECTORS. Subject to the right of shareholders as provided
in Section 6.1 to adopt, amend or repeal bylaws, bylaws may be adopted,
amended or repealed by the Board of Directors provided, however, that the
Board of Directors may adopt a bylaw or amendment thereof changing the
authorized number of directors only for the purpose of fixing the exact
number of directors within the limits specified in Section 3.2 of Article III
of these bylaws.
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CERTIFICATE OF SECRETARY
I, the undersigned, certify that:
1. I am the duly elected and acting Secretary of Regency Bancorp, a
California corporation; and
2. The foregoing By-Laws, consisting of twenty-two (22) pages, are
the By-Laws of this corporation as duly adopted by a Resolution of the Board
of Directors.
IN WITNESS WHEREOF, I have subscribed my name and affixed the seal
of this corporation on July 21, 1994.
/s/ [Illegible]
--------------------------
Secretary
[SEAL]
24
RBC
RESOLUTION 95-13
(Regency Bancorp Bylaw Amendment)
WHEREAS, Article II, Section 2.3 of the Bylaws of Regency Bancorp (the
"Corporation"), which relates to the procedures for the nomination of
directors of the Corporation, currently provides as follows:
"2.3 NOMINATIONS FOR DIRECTOR.
Nominations for election of members of the Board of Directors may be
made by the Board of Directors or by any shareholder of any
outstanding class of voting stock of the Corporation entitled to vote
for the election of directors. Notice of intention to make any
nominations, other than by the Board of Directors, shall be made in
writing and shall be received by the President of the Corporation no
more than sixty (60) days prior to any meeting of shareholders called
for the election of directors, no more than ten (10) days after the
date the notice of such meeting is sent to shareholders pursuant to
Section 2.2 of these bylaws, and not later than the time fixed in the
notice of the meeting for the opening of the meeting. Such
notification shall contain the following information to the extend
known of the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the number of shares of voting stock of the Corporation
owned by each proposed nominee; (d) the name and residence address of
the notifying shareholder; and (e) the number of shares of voting
stock of the Corporation owned by the notifying shareholder.
Nominations not made in accordance herewith may be disregarded by the
then chairman of the meeting, and the inspectors of election shall
then disregard all votes cast for each nominee.
The first paragraph of this Section 2.3 shall be set forth in any
notice of a shareholders' meeting, whether pursuant to Section 2.2 or
Section 2.4 of these Bylaws, at which meeting the election of
directors is to be considered."
WHEREAS, it is deemed to be in the best interests of the Corporation and
its shareholders to amend the procedures described above by replacing Article
II, Section 2.3 of the Bylaws, with the nomination procedures described
below;
NOW, THEREFORE, BE IT RESOLVED, that Article II Section 2.3 of the
Bylaws of the Corporation be, and it hereby is, amended to read in its
entirety as follows:
"2.3 NOMINATION FOR DIRECTORS.
Nominations for election of directors may be made by the Board of
Directors or by any holder of any outstanding class of capital stock
of the Corporation entitled to vote for the election of directors.
Notice of intention to make any nominations shall be made in writing
and shall be delivered or mailed to the President of the Corporation
not less than twenty-one (21) days nor more than sixty (60) days prior
to any meeting of shareholders called for the election of directors;
provided, however, that if less than twenty-one (21) days' notice of
the meting is given to shareholders, such notice of intention to
nominate shall be mailed or delivered to the President of the
Corporation not later than the close of business on the tenth (10th)
day following the day on which the notice of meeting was mailed;
provided further, that if notice of such meeting is sent by third
class mail (if permitted by law), no notice of intention to make
nominations shall be required. Such notification shall contain the
following information to the extend known to the notifying
shareholder:
(a) the name and address of each proposed nominee;
(b) the principal occupation of each proposed nominee;
(c) the number of shares of capital stock of the
Corporation owned by each proposed nominee;
(d) the name and residence address of the notifying
shareholder; and
(e) the number of shares of capital stock of the
Corporation owned by the notifying shareholder.
Nominations not made in accordance herewith may, in the discretion of
the Chairman of the meeting, be disregarded and upon the Chairman's
instructions, the inspectors of election can disregard all votes cast
for each such nominee. A copy of this paragraph shall be set forth in
a notice to shareholders of any meeting at which directors are to be
elected."
RESOLVED FURTHER, that the officers of the Corporation be, and each of
them hereby is, authorized, empowered and directed to take any action and
execute, deliver and/or file any documents as may, by the officer or officers
so acting, be deemed necessary or advisable to implement the foregoing
resolutions in a manner which will carry out the intent of the Board.
ADOPTED THIS 20TH DAY OF APRIL, 1995.
REGENCY BANCORP 99-01
RESOLUTION TO AMEND BYLAWS
RESOLVED, that Article II, Section 2.2 of the Bylaws of the Corporation be,
and it hereby is amended to include the following:
(e) SHAREHOLDER PROPOSALS. Notice of proposals which shareholders intend to
present at any annual meeting of shareholders and wish to be included in
the proxy statement of management of the corporation distributed in
connection with such annual meeting must be received at the principal
executive offices of the corporation not less than 120 days prior to the
date on which, during the previous year, management's proxy statement for
the previous year's annual meeting was first distributed to shareholders.
Any such proposal, and the proponent shareholder, must comply with the
eligibility requirements set forth in Rule 14a-8 of the Securities and
Exchange Commission.
BE IT FURTHER RESOLVED, that Article II, Section 2.10 of the Bylaws of the
Corporation be, and it hereby is amended to include the following:
The proxy solicited by management for any annual meeting of shareholders
shall confer discretionary authority upon management's proxy holders to
vote with respect to any shareholder proposal offered at such meeting, the
proponent of which has not notified the corporation, within the time period
specified by Section 2.2 (e) of these Bylaws, of his or her intention to
present such proposal at the annual meeting. Specific reference to such
voting authority shall be made in management's proxy statement for each
annual meeting.
ADOPTED THIS 28TH DAY OF JANUARY, 1999