Exhibit 3.4
AMENDED AND RESTATED BYLAWS
OF
GRAPHON CORPORATION
ARTICLE I - OFFICES
Section 1. The principal executive office of GraphOn
Corporation (the "Corporation") shall be at such place inside or outside the
State of California as the Board of Directors may determine from time to time.
Section 2. The Corporation may also have offices at such other
places as the Board of Directors may from time to time designate, or as the
business of the Corporation may require.
ARTICLE II - SHAREHOLDERS' MEETINGS
Section 1. ANNUAL MEETINGS. The annual meeting of the
shareholders of the Corporation for the election of directors to succeed those
whose terms expire and for the transaction of such other business as may
properly come before the meeting shall be held at such place and at such time as
may be fixed from time to time by the Board of Directors and stated in the
notice of the meeting. If the annual meeting of the shareholders be not held as
herein prescribed, the election of directors may be held at any meeting
thereafter called pursuant to these Bylaws.
Section 2. SPECIAL MEETINGS. Special meetings of the
shareholders, for any purpose whatsoever, unless otherwise prescribed by
statute, may be called at any time by the Chairman of the Board, the President,
or by the Board of Directors, or by one or more shareholders holding not less
than ten percent of the voting power of the Corporation.
Section 3. PLACE. All meetings of the shareholders shall be at
any place within or without the State of California designated by the Board of
Directors or by written consent of all the persons entitled to vote thereat,
given either before or after the meeting. In the absence of any such
designation, shareholders' meetings shall be held at the principal executive
office of the Corporation.
Section 4. NOTICE. Notice of meetings of the shareholders of
the Corporation shall be given in writing to each shareholder entitled to vote,
either personally or by first-class mail (unless the Corporation has 500 or more
shareholders determined as provided by the California Corporations Code on the
record date for the meeting, in which case notice may be sent by third-class
mail) or other means of written communication, charges prepaid, addressed to the
shareholder at his address appearing on the books of the Corporation or given by
the shareholder to the Corporation for the purpose of notice. Notice of any such
meeting of
shareholders shall be sent to each shareholder entitled thereto not less than
ten (or, if sent by third-class mail, thirty) nor more than sixty days before
the meeting. Said notice shall state the place, date and hour of the meeting
and, (1) in the case of special meetings, the general nature of the business to
be transacted, and no other business may be transacted, or (2) in the case of
annual meetings, those matters which the Board of Directors, at the time of the
mailing of the notice, intends to present for action by the shareholders, but
subject to Section 601(f) of the California Corporations Code any proper matter
may be presented at the meeting for shareholder action, and (3) in the case of
any meeting at which directors are to be elected, the names of the nominees
intended at the time of the mailing of the notice to be presented by management
for election.
Section 5. ADJOURNED MEETINGS. Any shareholders' meeting may
be adjourned from time to time by the vote of the holders of a majority of the
voting shares present at the meeting either in person or by proxy. Notice of any
adjourned meeting need not be given unless a meeting is adjourned for forty-five
days or more from the date set for the original meeting.
Section 6. QUORUM. The presence in person or by proxy of the
persons entitled to vote a majority of the shares entitled to vote at any
meeting constitutes a quorum for the transaction of business. 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.
In the absence of a quorum, any meeting of shareholders 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 no
other business may be transacted, except as provided above.
Section 7. SHAREHOLDER ACTION BY WRITTEN CONSENT. Any action
which may be taken at any meeting of shareholders may be taken without a meeting
and without prior notice, if a consent in writing, setting forth the action so
taken, shall be 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; provided, however, that (1) unless the consents of all shareholders
entitled to vote have been solicited in writing, notice of any shareholder
approval without a meeting by less than unanimous written consent shall be given
as required by the California Corporations Code, and (2) directors may not be
elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors.
Any written consent may be revoked by a writing received by
the Secretary of 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.
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Section 8. WAIVER OF NOTICE. The transactions of any meeting
of shareholders, however called and noticed, and whenever 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, not present in person or by
proxy, signs a written waiver of notice, or a consent to the holding of the
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.
Section 9. VOTING. The voting at all meetings of shareholders
need not be by ballot, but any qualified shareholder before the voting begins
may demand a stock vote whereupon such stock vote shall be taken by ballot, each
of which shall state the name of the shareholder voting and the number of shares
voted by such shareholder, and if such ballot be cast by a proxy, it shall also
state the name of such proxy.
At any meeting of the shareholders, every shareholder having
the right to vote shall be entitled to vote in person, or by proxy appointed in
a writing subscribed by such shareholder and bearing a date not more than eleven
months prior to said meeting, unless the writing states that it is irrevocable
and satisfies Section 705(e) of the California Corporations Code, in which event
it is irrevocable for the period specified in said writing and said Section
705(e).
Section 10. RECORD DATES. In the event the Board of Directors
fixes a day for the determination of shareholders of record entitled to vote as
provided in Section 1 of Article V of these Bylaws, then, subject to the
provisions of the General Corporation Law of the State of California, only
persons in whose name shares entitled to vote stand on the stock records of the
Corporation at the close of business on such day shall be entitled to vote.
If no record date is fixed:
The record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day notice is given or, if
notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held;
The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the day on which the first
written consent is given; and
The record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto, or the 60th day prior to the
date of such other action, whichever is later.
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A determination of shareholders of record entitled to notice
of or to vote at a meeting of shareholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date for the adjourned
meeting, but the Board of Directors shall fix a new record date if the meeting
is adjourned for more than 45 days.
Section 11. CUMULATIVE VOTING FOR ELECTION OF DIRECTORS.
Provided the candidate's name has been placed in nomination prior to the voting
and one or more shareholders has given notice at the meeting prior to the voting
of the shareholder's intent to cumulate the shareholder's votes, every
shareholder entitled to vote at any election for directors shall have the right
to cumulate such shareholder's 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 the shareholder's shares are normally entitled, or distribute the
shareholder's votes on the same principle among as many candidates as the
shareholder shall think fit. The candidates receiving the highest number of
votes of the shares entitled to be voted for them up to the number of directors
to be elected by such shares are elected.
ARTICLE III - BOARD OF DIRECTORS
Section 1. POWERS. Subject to any limitations in the Articles
of Incorporation or these Bylaws and to any provision of the California
Corporations Code requiring shareholder authorization or approval for a
particular action, the business and affairs of the Corporation shall be managed
and all corporate powers shall be exercised by, or under the direction of, the
Board of Directors. The Board of Directors may delegate the management of the
day-to-day operation of the business of the Corporation to a management company
or other person provided that the business and affairs of the Corporation shall
be managed and all corporate powers shall be exercised, under the ultimate
direction of the Board of Directors.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of
directors that shall constitute the whole board shall be not more than seven or
fewer than five. The exact number of directors may be fixed from time to time
within such limit by a duly adopted resolution of the Board of Directors or
shareholders. An amendment to these Bylaws reducing the number of directors to a
number less than five cannot be adopted if the votes cast against its adoption
at a meeting or the shares not consenting in the case of action by written
consent are equal to more than 16-2/3% of the outstanding shares entitled to
vote. The exact number of directors presently authorized shall be five until
changed within the limits specified above by a duly adopted resolution of the
Board of Directors or shareholders. Directors need not be shareholders.
Directors shall hold office until the next annual meeting of
shareholders and until their respective successors are elected. If 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
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for that purpose.
Section 3. REGULAR MEETINGS. A regular annual meeting of the
Board of Directors shall be held without other notice than this Bylaw
immediately after, and at the same place as, the annual meeting of shareholders.
The Board of Directors may provide for other regular meetings from time to time
by resolution.
Section 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board, or the
President or any Vice President, or the Secretary or any two directors. Written
notice of the time and place of all special meetings of the Board of Directors
shall be delivered personally or by telephone, including a voice messaging
system or other system or technology designed to record and communicate
messages, telegraph, facsimile, electronic mail or other electronic means to
each director at least forty-eight hours before the meeting, or sent to each
director by first-class mail, postage prepaid, at least four days before the
meeting. Such notice need not specify the purpose of the meeting. Notice of any
meeting of the Board of Directors need not be given to any director who signs a
waiver of notice, whether before or after the meeting, or who attends the
meeting without protesting prior thereto or at its commencement, the lack of
notice to such director.
Section 5. PLACE OF MEETINGS. Meetings of the Board of
Directors may be held at any place within or without the State of California,
which has been designated in the notice, or if not stated in the notice or there
is no notice, the principal executive office of the Corporation or as designated
by the resolution duly adopted by the Board of Directors.
Section 6. PARTICIPATION BY TELEPHONE. Members of the Board of
Directors may participate in a meeting through use of conference telephone,
electronic video screen communication, or other communications equipment.
Participation in a meeting through use of conference telephone constitutes
presence in person at the meeting as long as all members participating in such
meeting can hear one another. Participation in a meeting through the use of
electronic video screen communication or other communications equipment (other
than conference telephone) constitutes presence in person at that meeting if all
of the following apply: (a) each member participating in the meeting can
communicate with all of the other members concurrently, (b) each member is
provided the means of participating in all matters before the Board of
Directors, including, without limitation, the capacity to propose, or to
interpose an objection to, a specific action to be taken by the Corporation, and
(c) the Corporation adopts and implements some means of verifying that (i) a
person participating in the meeting is a director or other person entitled to
participate in the Board of Directors' meeting, and (ii) all actions of, or
votes by, the Board of Directors are taken or cast only by the directors and not
by persons who are not directors.
Section 7. QUORUM. A majority of the Board of Directors shall
constitute a quorum at all meetings. In the absence of a quorum a majority of
the directors present may
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adjourn any meeting to another time and place. If a meeting is adjourned for
more than 24 hours, notice of any adjournment to another time or place shall be
given prior to the time of the reconvened meeting to the directors who were not
present at the time of adjournment.
Section 8. ACTION AT 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 is the act of the Board of Directors. A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of directors, if any action taken is approved by at least a
majority of the required quorum for such meeting.
Section 9. WAIVER OF NOTICE. The transactions of any meeting
of the Board of Directors, however called and noticed or wherever held, are as
valid as though had 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 the
meeting, or an approval of the minutes thereof. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 10. ACTION WITHOUT 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 individually or collectively consent in writing to
such action. Such written consent or consents shall be filed with the minutes of
the proceedings of the Board. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.
Section 11. REMOVAL. The Board of Directors may declare vacant
the office of a director who has been declared of unsound mind by an order of
court or who has been convicted of a felony.
The entire Board of Directors or any individual director may
be removed from office without cause by a vote of shareholders holding a
majority of the outstanding shares entitled to vote at an election of directors;
provided, however, that unless the entire Board is removed, no individual
director may be removed when the votes cast against removal, or not consenting
in writing to such removal, would be sufficient to elect such director if voted
cumulatively at an election at which the same total number of votes cast were
cast (or, if such action is taken by written consent, all shares entitled to
vote were voted) and the entire number of directors authorized at the time of
the director's most recent election were then being elected.
In the event an office of a director is so declared vacant or
in case the Board or any one or more directors be so removed, new directors may
be elected at the same meeting.
Section 12. RESIGNATIONS. Any director may resign effective
upon giving written notice to the Chairman of the Board, the President, the
Secretary or the Board of Directors of the Corporation, unless the notice
specifies a later time for the effectiveness of such resignation. If
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the resignation is effective at a future time, a successor may be elected to
take office when the resignation becomes effective.
Section 13. VACANCIES. Except for a vacancy created by the
removal of a director, all vacancies in the Board of Directors, whether caused
by resignation, death or otherwise, may be filled by a majority of the remaining
directors or, if the number of directors then in office is less than a quorum,
by (a) the unanimous written consent of the directors then in office, (b) the
affirmative vote of a majority of the directors then in office at a meeting held
pursuant to notice or waivers of notice complying with California Corporations
Code Section 307, or (c) a sole remaining director, and each director so elected
shall hold office until his successor is elected at an annual, regular or
special meeting of the shareholders. Vacancies created by the removal of a
director may be filled only by approval of the shareholders. The shareholders
may elect a director at any time to fill any vacancy not filled by the
directors. Any such election by written consent requires the consent of a
majority of the outstanding shares entitled to vote.
Section 14. COMPENSATION. No stated salary shall be paid
directors, as such, for their services, but, by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of such Board; provided that
nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
Section 15. COMMITTEES. The Board of Directors may, by
resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two or more directors, to
serve at the pleasure of the Board of Directors. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent member at any meeting of the committee. The appointment of
members or alternate members of a committee requires the vote of a majority of
the authorized number of directors. Any such committee, to the extent provided
in the resolution of the Board of Directors, shall have all the authority of the
Board of Directors in the management of the business and affairs of the
Corporation, except with respect to (a) the approval of any action requiring
shareholders' approval or approval of the outstanding shares, (b) the filling of
vacancies on the Board or any committee, (c) the fixing of compensation of
directors for serving on the Board or any committee, (d) the adoption, amendment
or repeal of Bylaws, (e) the amendment or repeal of any resolution of the Board
which by its express terms is not so amendable or repealable, (f) a distribution
to shareholders, except at a rate or in a periodic amount or within a price
range determined by the Board, and (g) the appointment of other committees of
the Board or the members thereof.
ARTICLE IV - OFFICERS
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Section 1. NUMBER AND TERM. The officers of the Corporation
shall be a Chairman of the Board, a President, one or more Vice-Presidents, a
Secretary and a Chief Financial Officer, all of which shall be chosen by the
Board of Directors. In addition, the Board of Directors may appoint such other
officers as may be deemed expedient for the proper conduct of the business of
the Corporation, each of whom shall have such authority and perform such duties
as the Board of Directors may from time to time determine. The officers to be
appointed by the Board of Directors shall be chosen annually at the regular
meeting of the Board of Directors held after the annual meeting of shareholders
and shall serve at the pleasure of the Board of Directors. If officers are not
chosen at such meeting of the Board of Directors, they shall be chosen as soon
thereafter as shall be convenient. Each officer shall hold office until his
successor shall have been duly chosen or until his removal or resignation.
Section 2. INABILITY TO ACT. In the case of absence or
inability to act of any officer of the Corporation and of any person herein
authorized to act in his place, the Board of Directors may from time to time
delegate the powers or duties of such officer to any other officer, or any
director or other person whom it may select.
Section 3. REMOVAL AND RESIGNATION. Any officer chosen by the
Board of Directors may be removed at any time, with or without cause, by the
affirmative vote of a majority of all the members of the Board of Directors.
Any officer chosen by the Board of Directors may resign at any
time by giving written notice of said resignation to the Corporation. Unless a
different time is specified therein, such resignation shall be effective upon
its receipt by the Chairman of the Board, the President, the Secretary or the
Board of Directors.
Section 4. VACANCIES. A vacancy in any office because of any
cause may be filled by the Board of Directors for the unexpired portion of the
term.
Section 5. CHAIRMAN OF THE BOARD. The Chairman of the Board
shall preside at all meetings of the Board.
Section 6. PRESIDENT. The President shall be the chief
executive officer of the Corporation unless such title is assigned to another
officer of the Corporation; in the absence of a Chairman and Vice Chairman of
the Board, the President shall preside as the chairman of meetings of the
shareholders and the Board of Directors; and the President shall have general
and active management of the business of the Corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect. The
President or any Vice President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation (if the
Corporation has adopted a seal), except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be
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expressly delegated by the Board of Directors to some other officer or agent of
the Corporation.
Section 7. VICE PRESIDENT. In the absence of the President, or
in the event of such officer's death, disability or refusal to act, the Vice
President, or in the event there be more than one Vice President, the Vice
Presidents in the order designated at the time of their selection, or in the
absence of such designation, then in the order of their selection, shall perform
the duties of President, and when so acting, shall have all the powers and be
subject to all restrictions upon the President. Each Vice President shall have
such powers and discharge such duties as may be assigned from time to time by
the President or by the Board of Directors.
Section 8. SECRETARY. The Secretary shall see that notices for
all meetings are given in accordance with the provisions of these Bylaws and as
required by law, shall keep minutes of all meetings, shall have charge of the
seal and the corporate books, and shall make such reports and perform such other
duties as are incident to such office, or as are properly required by the
President or by the Board of Directors.
The Assistant Secretary or the Assistant Secretaries, in the
order of their seniority, shall, in the absence or disability of the Secretary,
or in the event of such officer's refusal to act, perform the duties and
exercise the powers and discharge such duties as may be assigned from time to
time by the President or by the Board of Directors.
Section 9. CHIEF FINANCIAL OFFICER. The Chief Financial
Officer may also be designated by the alternate title of "Treasurer." The Chief
Financial Officer shall have the custody of all moneys and securities of the
Corporation and shall keep regular books of account. Such officer shall disburse
funds of the Corporation in payment of the just demands against the Corporation,
or as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Board from time to time as may be
required of such officer, an account of all transactions as Chief Financial
Officer and of the financial condition of the Corporation. Such officer shall
perform all duties incident to such office or that are properly required by the
President or by the Board. If required by the Board of Directors, the Chief
Financial Officer shall give the corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such officer's office and for the restoration to the corporation, in
case of such officer's death, resignation, retirement or removal from office, of
all books, papers, vouchers, money and other property of whatever kind in such
officer's possession or control belonging to the corporation.
The Assistant Treasurer or the Assistant Treasurers, in the
order of their seniority, shall, in the absence or disability of the Chief
Financial Officer, or in the event of such officer's refusal to act, perform the
duties and exercise the powers of the Chief Financial Officer, and shall have
such powers and discharge such duties as may be assigned from time to time by
the President or by the Board of Directors.
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Section 10. SALARIES. The salaries of the officers shall be
fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that such officer is
also a director of the Corporation.
Section 11. OFFICERS HOLDING MORE THAN ONE OFFICE. Any two or
more offices may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity.
Section 12. APPROVAL OF LOAN TO OFFICERS. The Corporation may,
upon the approval of the Board of Directors alone, make loans or money or
property to, or guarantee the obligations of, any officer of the Corporation or
its parent or subsidiary, whether or not a director, or adopt an employee
benefit plan or plans authorizing such loans or guaranties provided that (i) the
Board of Directors determines that such a loan or guaranty or plan may
reasonably be expected to benefit the Corporation, (ii) the Corporation has
outstanding shares held of record by 100 or more persons (determined as provided
in Section 605 of the California Corporations Code) on the date of approval by
the Board of Directors, and (iii) the approval of the Board of Directors is by a
vote sufficient without counting the vote of any interested director or
directors.
ARTICLE V - MISCELLANEOUS
Section 1. RECORD DATE AND CLOSING OF STOCK BOOKS. 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 receive payment of any dividend or distribution, or
any allotment of rights, or to exercise rights in respect to any other lawful
action. The record date so fixed shall not be more than sixty nor less than ten
days prior to the date of the meeting or event for the purposes of which it is
fixed. When a record date is so fixed, only shareholders of record at the close
of business on that date are entitled to notice of and to vote at the meeting or
to receive the 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.
The Board of Directors may close the books of the Corporation
against transfers of shares during the whole or any part of a period of not more
than sixty days prior to the date of a shareholders' meeting, the date when the
right to any dividend, distribution, or allotment of rights vests, or the
effective date of any change, conversion or exchange of shares.
Section 2. CERTIFICATES. Certificates of stock shall be issued
in numerical order and each shareholder shall be entitled to a certificate
signed in the name of the Corporation by the Chairman of the Board or the
President or a Vice President, and the Chief Financial Officer or the Secretary
or an Assistant Secretary, certifying to the number of shares owned by such
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shareholder. Any or all of the signatures on the certificate may be facsimile.
Prior to the due presentment for registration of transfer in the stock transfer
book of the Corporation, the registered owner shall be treated as the person
exclusively entitled to vote, to receive notifications and otherwise to exercise
all the rights and powers of an owner, except as expressly provided otherwise by
the laws of the State of California.
Section 3. REPRESENTATION OF SHARES IN OTHER CORPORATIONS.
Shares of other corporations standing in the name of this Corporation may be
voted or represented and all incidents thereto may be exercised on behalf of the
Corporation by the Chairman of the Board or the President or the Vice President
and the Chief Financial Officer or the Secretary or an Assistant Secretary.
Section 4. FISCAL YEAR. The fiscal year of the Corporation
shall be determined by the Board of Directors.
Section 5. ANNUAL REPORTS. The Annual Report to shareholders,
described in the California Corporations Code, is expressly waived and dispensed
with until such time as the Corporation has more than 100 shareholders.
Section 6. AMENDMENTS. Bylaws may be adopted, amended, or
repealed by the vote or the written consent of shareholders entitled to exercise
a majority of the voting power of the Corporation. Subject to the right of
shareholders to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended,
or repealed by the Board of Directors, except that a Bylaw amendment thereof
changing the authorized number of directors may be adopted by the Board of
Directors only if these Bylaws permit an indefinite number of directors and the
Bylaw or amendment thereof adopted by the Board of Directors changes the
authorized number of directors within the limits specified in these Bylaws.
Section 7. INDEMNIFICATION OF CORPORATE AGENTS. The
Corporation shall indemnify each of its agents against expenses, judgments,
fines, settlements and other amounts, actually and reasonably incurred by such
person by reason of such person's having been made or having been threatened to
be made a party to a proceeding to the fullest extent permissible under the
California Corporations Code and the Corporation shall advance the expenses
reasonably expected to be incurred by such agent in defending any such
proceeding upon receipt of the undertaking required by subdivision (f) of
Section 317 of the California Corporations Code. The terms "agent," "proceeding"
and "expenses" made in this Section 7 shall have the same meaning as such terms
in said Section 317.
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