Exhibit 3.2 Bylaws of Registrant
BYLAWS
OF
CERRITOS VALLEY BANCORP
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The Board of Directors shall fix the
location of the principal executive office of the corporation at any place
within or outside the State of California. If the principal executive office is
located outside this state, and the corporation has one or more business offices
in this state, the Board of Directors shall fix and designate a principal
business office in the State of California.
SECTION 2. OTHER OFFICES. Branch or other subordinate offices may at any
time be established by the Board at such other places as it deems appropriate.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at
any place within or outside the State of California designated by the Board of
Directors. In the absence of any such designation, shareholders' meetings shall
be held at the principal executive office of the corporation.
SECTION 2. ANNUAL MEETING. 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. At this meeting, Directors shall be elected, and any other
proper business within the power of the shareholders may be transacted.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called at any time by the Board, the Chairman of the Board, the President, or by
the holders of shares entitled to cast not less than ten percent (10%) of the
votes at such meeting. If a special meeting is called by any person or persons
other than the Board of Directors, the request shall be in writing, specifying
the time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or by registered mail to the
Chairman of the Board, the President, any Vice President or the Secretary of the
corporation. The officer receiving the request shall cause notice to be
promptly given to the 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
35 nor more than 60 days after receipt of the request. If the notice is not
given within 20 days after receipt of the request, the person or persons
requesting the meeting may give the notice. Nothing in this paragraph shall be
construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the Board of Directors may be held.
SECTION 4. NOTICE OF MEETINGS. Written notice, in accordance with Section
5 of this Article II, of each annual or special meeting of shareholders shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each shareholder entitled to vote thereat. Such notice shall state the place,
date and hour of the meeting and (a) in the case of a special meeting, the
general nature of the business to be transacted, and no other business may be
transacted, or (b) in the case of the annual meeting, those matters which the
Board, at the time of the mailing of the notice, intends to present for action
by the shareholders, but, subject to the provisions of applicable law, any
proper matter may be presented at the meeting for such action. The notice of
any meeting at which Directors are to be elected shall include the names of
nominees intended at the time of the notice to be presented by the Board for
election.
If action is proposed to be taken at any meeting for approval of (a) a
contract or transaction in which a Director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California, (b) an
amendment of the Articles of Incorporation, pursuant to Section 902 of that
Code, (c) a reorganization of the corporation, pursuant to Section 1201 of that
Code, (d) a voluntary dissolution of the corporation, pursuant to Section 1900
of that Code, or (e) a distribution in dissolution other than in accordance with
the rights of outstanding preferred shares, pursuant to Section 2007 of that
Code, the notice shall also state the general nature of that proposal.
SECTION 5. MANNER OF GIVING NOTICE. Notice of a shareholders' meeting
shall be given either personally or by first-class mail or telegraphic or other
written communication, charges prepaid, addressed to the shareholder at the
address of that shareholder appearing on the books of the corporation or given
by the shareholder to the corporation for the purpose of notice. If no such
address appears on the corporation's books or is given, notice shall be deemed
to have been given if sent to that shareholder by first-class mail or
telegraphic or other written communication to the corporation's principal office
or if published at least once in a newspaper of general circulation in the
county in which that office is located. Notice shall be deemed to have been
given at the time when delivered personally or deposited in the mail or sent by
telegram or other means of written communication. An affidavit of mailing or
other means of giving any notice in accordance with the above provisions,
executed by the Secretary, Assistant Secretary or any transfer agent shall be
prima facie evidence of the giving of the notice or report.
SECTION 6. QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting shall constitute 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 transact 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.
SECTION 7. ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders'
meeting, 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
(except as provided in Section 6 of this Article) no other business may be
transacted at such meeting.
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When any meeting of shareholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the adjournment is taken.
However, when any shareholders' meeting is adjourned for more than 45 days from
the date set for the original meeting, 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. At any adjourned meeting the
corporation may transact any business which may have been transacted at the
original meeting.
SECTION 8. VOTING. The shareholders entitled to notice of any meeting or
to vote at any such meeting shall be only persons in whose name shares stand on
the stock records of the corporation on the record date determined in accordance
with Section 9 of this Article.
Voting shall in all cases be subject to the provisions of Sections 702
through 704, inclusive, of the General Corporations Law of California (relating
to voting shares held by a fiduciary, in the name of a corporation, or in joint
ownership).
The shareholders' vote may be by voice or ballot; provided, however, that
any election for Directors must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than election of Directors,
any shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal (other than
the election of Directors), but, if the shareholder fails to specify the number
of shares which the shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder's approving vote is with respect to all shares
that the shareholder is entitled to vote. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on any matter (other than the election of Directors) shall be
the act of the shareholders, unless the vote of a greater number or voting by
classes is required by the General Corporations Law of California or by the
Articles of Incorporation.
Subject to the following sentence and the provisions of Section 708 of the
General Corporations Law of California, every shareholder entitled to vote at
any election of Directors may 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
entitled, or distribute the shareholder's votes on the same principle among as
many candidates as the shareholder thinks fit. No shareholder shall be entitled
to cumulate votes for any candidate or candidates pursuant to the preceding
sentence unless such candidate or candidates' names have been placed in
nomination prior to the voting and the shareholder has given notice, at the
meeting and before the voting begins, of the shareholder's intention to
cumulative the shareholder's votes. If any one shareholder has given such
notice, all shareholders may cumulate their votes for candidates in nomination.
In any election of Directors, 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, shall be elected.
SECTION 9. RECORD DATE. The Board may fix, in advance, a record date for
the determination of the shareholders entitled to notice of any meeting or to
vote or entitled to receive payment of any dividend or other distribution, or
any
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allotment of rights, or to exercise rights in respect of any other lawful
action. The record date so fixed shall be not more than 60 days nor less than
10 days prior to the date of the meeting nor more than 60 days prior to any
other action. When a record date is so fixed, only shareholders of record 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 of the rights, as
the case may be, notwithstanding any transfer of shares on the books of the
corporation after the record date. 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 fixes a new record date for the
adjourned meeting. The Board shall fix a new record date if the meeting is
adjourned for more than 45 days.
If no record date is fixed by the Board, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the business day next preceding the day on which
the meeting is held. The record date for determining shareholders for any
purpose other than set forth in this Section 9 or Section 11 of this Article
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto, or the sixtieth day prior to the date of such other
action, whichever is later.
SECTION 10. CONSENT OF ABSENTEES. The transactions of any meeting of
shareholders, however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
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 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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of shareholders need be specified in any written
waiver of notice, except that if action is taken or proposed to be taken for
approval of any of those matters specified in the second paragraph of Section 4
of this Article II, the waiver of notice or consent shall state the general
nature of the proposal.
SECTION 11. ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Subject to
Section 603 of the General Corporations Law of California, any action which may
be taken at any annual or special meeting of shareholders may be taken without a
meeting and without prior notice if a consent in writing, setting forth the
action so taken, is signed by the holders of the 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, or their proxies. All such consents shall be filed with the
Secretary of the corporation and shall be maintained in the corporate records.
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 consent shall be given, as provided by Section
603(b) of the General Corporations Law of California, and (2) in the case of
election of Directors, such a consent shall be effective only if signed by the
holders of all outstanding shares entitled to vote for the election of
Directors; provided, however, that subject to applicable law, a Director may be
elected at any time to fill a vacancy on the Board of Directors that has not
been filled by the Directors, by the written consent of the holders of a
majority of the outstanding shares entitled to vote for the election of
Directors. 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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Unless a record date for voting purposes be fixed as provided in Section 9
of this Article, the record date for determining shareholders entitled to give
consent pursuant to this Section 11, when no prior action by the Board has been
taken, shall be the day on which the first written consent is given.
SECTION 12. PROXIES. Every person entitled to vote shares or execute
written consents has the right to do so either in person or by one or more
persons authorized by a written proxy executed and dated by such shareholder and
filed with the Secretary of the corporation prior to the convening of any
meeting of the shareholders at which any such proxy is to be used or prior to
the use of such written consent. A validly executed proxy which does not state
that it is irrevocable continues in full force and effect unless (1) revoked by
the person executing it, before the vote pursuant thereto, by a writing
delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by, or by attendance at the meeting and voting in
person by, the person executing the proxy; or (2) written notice of the death or
incapacity of the maker of the proxy is received by the corporation before the
vote pursuant thereto is counted; provided, however, that no proxy shall be
valid after the expiration of 11 months from the date of its execution unless
otherwise provided in the proxy.
SECTION 13. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the Board may appoint any persons other than nominees for office
as inspectors of election to act at such meeting and any adjournment thereof.
If no inspectors of election are so appointed, or if any persons so appointed
fail to appear or fail or refuse to act, the Chairman of any such meeting may,
and on the request of any shareholder or shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request
of one or more shareholders or proxies, the holders of a majority of shares or
their proxies present shall determine whether one (1) or three (3) inspectors
are to be appointed.
The duties of such inspectors shall be as prescribed by Section 707(b) of
the General Corporations Law of California 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 the 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
doing such acts as may be proper to conduct the election or vote with fairness
to all shareholders. If there are three inspectors of election, the decision,
act or certificate of a majority is effective in all respects as the decision,
act or certificate of all.
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ARTICLE III
DIRECTORS
SECTION 1. POWERS. Subject to the provisions of the General Corporations
Law and any limitations in the Articles of Incorporation and these Bylaws
relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board of Directors. The Board may delegate the management of the day-to-day
operation of the business of the corporation to a management company or other
person provided that the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised under the ultimate direction
of the Board. Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the Board shall have the
following powers in addition to the other powers enumerated in these Bylaws:
(a) To select and remove all the other officers, agents, and
employees of the corporation, prescribe any powers and duties for them
that are consistent with law, or with the Articles or these Bylaws,
fix their compensation, and require from them security for faithful
service.
(b) 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 or these Bylaws, as they
may deem best.
(c) 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.
(d) To authorize the issuance of shares of stock of the
corporation from time to time, upon such terms and for such
consideration as may be lawful.
(e) 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 and capital notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations, or
other evidences of debt and securities therefor and any agreements
pertaining thereto.
(f) To prescribe the manner in which and the person or persons
by whom any or all of the checks, drafts, notes, contracts and other
corporate instruments shall be executed.
(g) To appoint and designate, by resolution adopted by a
majority of the authorized number of Directors, one or more
committees, each consisting of two or more Directors, including the
appointment of alternate members of any committee who may replace any
absent member at any meeting of the committee; and
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(h) Generally, to do and perform every act or thing whatever
that may pertain to or be authorized by the Board of Directors of a
commercial bank under the laws of this state.
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number
of Directors shall be not less than eight (8) nor more than eleven (11) until
changed by an amendment of this Bylaw 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 established, within the limits specified above, by
a Bylaw amending this Section 2, duly adopted by the Board of Directors or by
the shareholders.
SECTION 3. NOMINATIONS FOR ELECTION OF DIRECTORS. Nominations for
election of members of the Board of Directors may be made by the Board of
Directors or by any holder of any outstanding class of capital stock of the
Company entitled to vote for the election of Directors. Notice of Intention to
make any nominations (other than for persons named in the Notice of any meeting
called for the election of Directors) are required to be made in writing and to
be delivered or mailed to the President of the company by the later of: (i) the
close of business 21 days prior to any meeting of stockholders called for the
election of Directors or (ii) 10 days after the date of mailing of notice of the
meeting to stockholders. Such notification must contain the following
information to the extent known to the notifying stockholder: (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 Company owned by each
proposed nominee; (d) the name and residence address of the notifying
stockholder; (e) the number of shares of capital stock of the Company owned by
the notifying stockholder; (f) the number of shares of capital stock of any
bank, bank holding company, savings and loan association or other depository
institution owned beneficially by the nominee or by the notifying stockholder
and the identities and locations of any such institutions; and, (g) whether the
proposed nominee has ever been convicted of or pleaded nolo contendere to any
criminal offense involving dishonesty or breach of trust, filed a petition in
bankruptcy or been adjudged bankrupt. The notification shall be signed by the
nominating stockholder and by each nominee, and shall be accompanied by a
written consent to be named as a nominee for election as a Director from each
proposed nominee. Nominations not made in accordance with these procedures
shall be disregarded by the chairman of the meeting, and upon his instructions,
the inspectors of election shall disregard all votes cast for each such nominee.
The foregoing requirements do not apply to the nomination of a person to replace
a proposed nominee who has become unable to serve as a Director between the last
day for giving notice in accordance with this paragraph and the date of election
of Directors if the procedure called for in this paragraph was followed with
respect to the nomination of the proposed nominee.
SECTION 4. ELECTION AND TERM OF OFFICE. The Directors shall be elected at
each annual meeting of shareholders but if any such annual meeting is not held
or the Directors are not elected thereat, the Directors may be elected at any
special meting of shareholders held for that purpose. Each Directors shall
holding office until the next annual meeting and until a successor has been
elected and qualified.
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SECTION 5. VACANCIES. Any Director may resign effective upon giving
written notice to the Chairman of the Board, the President, Secretary, or the
Board, unless the notice specifies a later time for the effectiveness of such
resignation. If the resignation is effective at a future time, a successor may
be elected to take office when the resignation becomes effective.
Vacancies in the Board 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 the next annual meeting and until
such Director's successor has been elected and qualified; provided, however,
that a vacancy in the Board existing as the result of a removal of a Director
may not be filled by the Directors, unless the Articles or a bylaw adopted by
the shareholders so provides.
A vacancy or vacancies on the Board shall be deemed to exist in case of the
death, resignation, or removal of any Director, or if the authorized number of
Directors be increased, or 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.
The Board may declare vacant the office of a Director who has been declared
of unsound mind by an order of court or convicted of a felony.
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 other than to fill a vacancy created by removal requires the consent of
a majority of the outstanding shares entitled to vote. If the Board accepts the
resignation of a Director tendered to take effect at a future time, the Board or
the shareholders shall have power to elect a successor to take office when the
resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of
removing any Director prior to the expiration of the Director's term of office.
SECTION 6. PLACE OF MEETINGS. Regular meetings of the Board shall be held
at any place within the State of California which has been designated in the
notice of meeting or if there is no notice, at the principal office of the
corporation, or at a place designated by resolution of the Board or by the
written consent of the Board. Any regular or special meeting is valid wherever
held if held upon written consent of all members of the Board given either
before or after the meeting and filed with the Secretary of the corporation.
SECTION 7. REGULAR MEETINGS. Immediately following each annual meeting of
shareholders and at the same place, the Board shall hold a regular meeting for
the purpose of organization, any desired election of officers, and the
transaction of other business. Notice of this meeting shall not be required.
Other regular meetings of the Board shall be held without notice either on
the third Tuesday of each month at the hour of 7:45 a.m., or at such different
date and time as the Board may from time to time fix by resolution; provided,
however, should said day fall upon a legal holiday observed by the corporation
at its principal office, then said meeting shall be held at the same time and
place on the next succeeding full business day. Call and notice of all regular
meetings of the Board are hereby dispensed with.
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SECTION 8. SPECIAL MEETINGS. Special meetings of the Board for any
purpose or purposes may be called at any time by the Chairman of the Board, the
President, or the Secretary or by any two Directors.
Special meetings of the Board shall be held upon four days written notice
by mail or 24 hours notice delivered personally or by telephone or telegraph.
Any such notice shall be addressed or delivered to each Director at such
Director's address as it is shown upon the records of the corporation or as may
have been given to the corporation by the Director for purposes of notice or, if
such address is not shown on such records or is not readily ascertainable, at
the place in which the meetings of the Directors are regularly held. Such
notice may, but need not, specify the purpose of the meeting, nor the place if
the meeting is to be held at the principal office of the corporation. Notice of
any meeting of the Board need not been given to any Director who attends the
meeting without protesting, either prior thereto or at its commencement, the
lack of notice to such Director.
Notice by mail shall be deemed to have been given at the time a written
notice is deposited in the United States mails, postage prepaid. Any other
written notice shall be deemed to have been given at the time it is personally
delivered to the recipient or is delivered to a common carrier for transmission,
or actually transmitted by the person giving the notice by electronic means, to
the recipient. Oral notice shall be deemed to have been given at the time it is
communicated, in person or by telephone or wireless, to the recipient or to a
person at the office of the recipient who the person giving the notice has
reason to believe will promptly communicate it to the recipient.
SECTION 9. QUORUM. A majority of the authorized number of Directors
constitutes a quorum of the Board for the transaction of business, except to
adjourn as hereinafter provided. 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, unless a greater number be
required by the Articles and subject to the provisions of Section 310 of the
General Corporations Law of California (as to approval of contracts or
transactions in which a Director has a direct or indirect material financial
interest), Section 311 (as to appointment of committees), and Section 317(e) (as
to indemnification 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 10. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of
the Board may participate in a meeting through use of a conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another. Participation in a meeting pursuant to Section 9
constitutes "presence" in person at such meeting.
SECTION 11. WAIVER OF NOTICE. The transactions of any meeting of the
Board, 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 such meeting or an approval of
the minutes thereof. All such waivers, consents, or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
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SECTION 12. ADJOURNMENT. A majority of the Directors present, whether or
not a quorum is present, may adjourn any Directors' meeting to another time and
place. Notice of the time and place of holding an adjourned meeting need not be
given, unless the meeting is adjourned for more than twenty-four hours, in which
case notice of the time and place shall be given before the time of the
adjourned meeting, in the manner specified in Section 7 of this Article III, to
the Directors who were not present at the time of the adjournment.
SECTION 13. ACTION WITHOUT MEETING. Any action required or permitted to
be taken by the Board may be taken without a meeting if all members of the Board
shall individually or collectively consent in writing to such action. Such
action by written consent shall have the same effect as a unanimous vote of the
Board. Such consent or consents shall be filed with the minutes of the
proceedings of the Board.
SECTION 14. 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. This Section shall not be construed to preclude any Director from
serving the corporation in any other capacity as an officer, agent, employee, or
otherwise, and receiving compensation for those services.
SECTION 15. RIGHTS OF INSPECTION. Every Director of the corporation 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 and also of its subsidiary corporations, domestic or foreign.
Such inspection by a Director may be made in person or by agent or attorney and
includes the right to copy and obtain extracts.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. The officers of the corporation shall be a
President, a Vice President, a Secretary, and a Chief Financial Officer. The
corporation may also have, at the discretion of the Board, a Chairman of the
Board, a Vice Chairman of the Board, one or more Assistant Vice Presidents, one
or more Assistant Financial Officers, one or more Assistant Secretaries and such
other officers as may be elected or appointed in accordance with the provisions
of Section 3 of this Article. One person may hold two or more offices, except
those of President and Chief Financial Officer.
SECTION 2. ELECTION. The officers of the corporation, except such
officers as may be elected or appointed in accordance with the provisions of
Section 3 or Section 5 of this Article, shall be chosen by, and shall serve at
the pleasure of, the Board, and shall hold their respective offices until their
resignation, removal, or other disqualification from service, or until their
respective successors shall be elected, subject to the rights, if any, of an
officer under any contract of employment.
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SECTION 3. SUBORDINATE OFFICERS. The Board may elect, 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 these Bylaws or as the Board may from
time to time determine.
SECTION 4. REMOVAL AND RESIGNATION. Subject to the rights, if any, of an
officer under any contract of employment, any officer may be removed, either
with or without cause, by the Board at any time, or, except in the case of an
officer chosen by the Board, by any officer upon whom such power of removal may
be conferred by the Board.
Any officer may resign at any time by giving written notice to the
corporation, but without prejudice to the rights, if any, of the corporation
under any contract to which the 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.
SECTION 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 election or appointment to such
office.
SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there
shall be such an officer, shall, if present, preside at all meetings of the
Board and of the shareholders, and exercise and perform such other powers and
duties as may be assigned from time to time by the Board.
SECTION 7. VICE CHAIRMAN. The Vice Chairperson of the Board, if there
shall be such an officer, shall in the absence of the Chairman of the Board of
Directors, preside at all meetings of the Board and of the shareholders, and
exercise and perform such other powers and duties as may be assigned from time
to time by the Board.
SECTION 8. PRESIDENT. Subject to such powers, if any, as may be given by
the Board to the Chairman of the Board, if there be such an officer, the
President is the General Manager and Chief Executive Officer of the corporation
and has, subject to the control of the Board, general supervision, direction,
and control of the business and officers of the corporation. In the absence of
both the Chairman of the Board and the Vice Chairman, or if there be none, the
President shall preside at all meetings of the shareholders and at all meetings
of the Board. The President has the general powers and duties of management
usually vested in the office of President and General Manager of a corporation
and such other powers and duties as may be prescribed by the Board.
SECTION 9. VICE PRESIDENTS. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board or,
if not ranked, the Vice President designated by the Board, 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 or the Bylaws, and the President
or the Chairman of the Board.
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SECTION 10. SECRETARY. The Secretary shall keep or cause to be kept, at
the principal office and such other place as the Board may order, a book of
minutes of all meetings of shareholders, the Board, and its committees, with the
time and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present or represented
at the shareholders' meetings, and the proceedings thereof.
The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the
corporation at the principal office or business office in accordance with
Section 213 of the General Corporations Law of California. The Secretary shall
keep, or cause to be kept, at the principal office or at the office of the
corporation's transfer agent or registrar, if one be appointed, 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.
The Secretary shall give, or cause to be given, notice of all the meetings
of the shareholders, of the Board and of any committees thereof required by
these Bylaws or by law to be given, shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board.
SECTION 11. ASSISTANT SECRETARY. 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 12. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings and shares, 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 times be open to inspection by any
Director of the corporation.
The Chief Financial Officer shall deposit all monies and other valuables in
the name and to the credit of the corporation with such depositories as may be
designated by the Board. The Chief Financial Officer shall disburse the funds
of the Corporation as may be ordered by the Board, shall render to the President
and Directors, whenever they request it, an account of all transactions engaged
in as Treasurer 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.
SECTION 13. ASSISTANT FINANCIAL OFFICER. The Assistant Financial Officer
or the Assistant Financial Officers, 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 additional 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 14. 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 15. OFFICERS HOLDING MORE THAN ONE OFFICE. Any two or more
offices, except those of President and Chief Financial Officer, may be held by
the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity.
SECTION 16. 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 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.
ARTICLE V
OTHER PROVISIONS
SECTION 1. INSPECTION OF CORPORATE RECORDS. The corporation shall keep at
its principal executive office a record of its shareholders, giving the names
and addresses of all shareholders and the number and class of shares held by
each shareholder. A shareholder or shareholders of the corporation holding at
least five percent (5%) in the aggregate of the outstanding voting shares of the
corporation may:
(a) Inspect and copy the record of shareholders' names and
addresses and shareholdings during usual business hours upon five
business days prior notice demand upon the corporation; or
(b) Obtain from the transfer agent, if any, for the corporation,
upon five business days prior written demand and upon the tender of
its usual charges for such a list (the amount of which charges shall
be stated to the shareholder by the transfer agent upon request), 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.
SECTION 2. INSPECTION OF BYLAWS. The corporation shall keep in its
principal office the original or a copy of these Bylaws as amended to date which
shall be open to inspection by shareholders at all reasonable times during
office hours.
SECTION 3. ENDORSEMENT OF DOCUMENTS, CONTRACTS. Subject to the provisions
of applicable law, any note, mortgage, evidence of indebtedness, contract, share
certificate, conveyance or other instrument in writing and any assignment or
endorsements thereof executed or entered into between this corporation and any
other person, when signed by the President or any Vice President, and the
Treasurer or any Assistant Treasurer of this corporation, or when stamped with a
facsimile signature of such appropriate officers in the case of share
certificates, shall be valid and binding upon this corporation in the
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absence of actual knowledge on the part of the other person that the signing
officers had not the authority to execute the same. Any such instruments may be
signed by any other person or persons and in such manner as from time to time
shall be determined by the Board, and unless so authorized by the Board, 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 amount.
SECTION 4. CERTIFICATES OF STOCK. Every holder of shares of the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the President or Vice President and by the Chief Financial
Officer or Assistant Financial Officer or by the Secretary or Assistant
Secretary, or a facsimile signature of such persons stamped thereon, certifying
the number of shares and the class or series of shares owned by the shareholder.
The signatures on the certificates may be facsimile signatures. If any officer,
transfer agent, or registrar who has signed 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.
Except as provided in this Section, no new certificates for shares shall be
issued in lieu of an old one unless the latter is surrendered and cancelled at
the same time. The Board may, however, in case any certificate for shares is
alleged to have been lost, stolen, or destroyed, authorize the issuance of a new
certificate in lieu thereof, and the corporation may require that the
corporation be given a bond or other adequate security sufficient to indemnify
it against any claim that may be made against it (including any expense or
liability) on account of the alleged loss, theft, or destruction of such
certificate or the issuance of such new certificate.
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 5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The President
or any other officer or officers authorized by the Board or the President are
each authorized to vote, represent, and exercise on behalf of the 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 may be exercised either by any such officer in person or by any other
person authorized to do so by proxy or power of attorney duly executed by said
officer.
SECTION 6. SEAL. The corporate seal of the corporation shall consist of
two concentric circles, between which shall be the name of the corporation, and
in the center shall be inscribed the word "Incorporated" and the date of its
incorporation.
SECTION 7. FISCAL YEAR. The fiscal year of the corporation shall begin on
the first day of January and end on the 31st day of December of each year.
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SECTION 8. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise
requires, the general provisions, rules of construction, and definitions
contained in the General Corporations Law of California shall govern the
construction of these Bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.
SECTION 9. BYLAW PROVISIONS CONTRARY TO OR INCONSISTENT WITH PROVISIONS OF
LAW. Any article, section, subsection, subdivision, sentence, clause or phrase
of these Bylaws which, upon being construed in the manner provided in this
Section 9 of this Article, shall be contrary to or inconsistent with any
applicable provision of the Accountancy Corporation Board of the State of
California or other applicable law of the State of California or of the United
States shall not apply so long as said provisions of law shall remain in effect,
but such result shall not affect the validity of applicability of any other
portions of these Bylaws, it being hereby declared that these Bylaws would have
been adopted and each article, section, subsection, subdivision, sentence,
clause or phrase thereof, irrespective of the fact that any one or more
articles, sections, subsections, subdivisions, sentences, clauses or phrases is
or are illegal.
ARTICLE VI
INDEMNIFICATION
SECTION 1. DEFINITIONS. For the purposes of this Article, "agent"
includes any person who is or was a Director, officer, employee, or other agent
of the corporation, or is or was serving at the request or the corporation as a
Director, officer, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise, or was a
Director, officer, employee, or agent of a foreign or domestic corporation which
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation; "proceeding" includes any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative; and "expenses" includes without limitation
attorneys' fees and any expenses of establishing a right indemnification
pursuant to law.
SECTION .2. EXTENT TO INDEMNIFICATION. The corporation shall, to the
maximum extent permitted by the General Corporations Law of California, advance
expenses to and indemnify each of its agents against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact any such person is or was an
agent of the corporation.
SECTION 3. INSURANCE. The corporation shall have power to purchase and
maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not the corporation would have the
power to indemnify the agent against such liability under the provisions of this
Article.
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ARTICLE VII
AMENDMENTS
SECTION .1. AMENDMENT BY SHAREHOLDERS. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided, however, that if
the Articles of the corporation set forth the number of authorized Directors of
the corporation, the authorized number of Directors may be changed only by an
amendment of the Articles.
SECTION .2. AMENDMENT BY DIRECTORS. Subject to the rights of the
shareholders as provided in Section 1 of this Article VII, Bylaws, other than a
Bylaw or an amendment of a Bylaw changing the authorized number of Directors,
may be adopted, amended, or repealed by the Board of Directors.
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting secretary of Cerritos Valley
Bancorp, a California corporation; and
2. That the foregoing Bylaws, comprising 16 pages, constitute the Bylaws
of said corporation as duly adopted by action of the Board of
Directors of the corporation duly taken on July 21, 1987.
---------------------------------------
JoAnn San Paolo, Secretary
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