Exhibit 3.31b
BY-LAWS
OF
ARMDAP, INC.
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICES. 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. The Board of Directors may at any time establish
branch or subordinate offices at any place or places where the Corporation is
qualified to do business.
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 MEETINGS. The annual meeting of the shareholders shall be
held on the first Monday of November of each year, if not a legal holiday, and
if a legal holiday, then on the next succeeding business day, at the hour of
10:00 o'clock A.M., at which time the shareholders shall elect the Board of
Directors, consider reports of the affairs of the Corporation, and transact such
other business as may properly be brought before the meeting.
Section 3. SPECIAL MEETING. A special meeting of the shareholders may be
called at any time by the Board of Directors, or by the Chairman of the Board,
or by the President, or by one or more shareholders holding shares in the
aggregate entitled to cast not less than ten percent (10%) of the votes at that
meeting.
Upon request, in writing, 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,
the officer forthwith shall cause notice to be 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 the
receipt of the request. If the notice is not given within 20 days after receipt
of the request, the persons entitled to call the meeting may give the notice.
Section 4. NOTICE OF ANNUAL OR SPECIAL MEETING. Written notice of each
annual or special meeting of shareholders shall be given not less than ten (10)
nor more than sixty (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 (i) in the case of a special meeting, the general nature of the
business to be transacted, and no other business may be transacted, or (ii) 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 management for election.
Notice of a shareholders meeting shall be given either personally, by mail
or by other means of written communication, addressed to the shareholder at the
address of such shareholder appearing on the books of the corporation, or given
by the shareholder to the corporation for the purpose of notice; or, if no such
address appears or is given, at the place where the principal executive office
of the corporation is located or by publication at least once in a newspaper of
general circulation in the county in which the principal executive office is
located. Notice by mail shall be deemed to have been given at the time a written
notice is deposited in the United States mail, 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 or other
means of written communication, to the recipient.
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 principal
executive office of the corporation for a period of one (1) year from the date
of the giving of the notice or report to all other shareholders. An affidavit of
mailing of any such notice in accordance with the foregoing provisions, executed
by the Secretary, Assistant Secretary or any transfer agent of the corporation
shall be prima facie evidence of the giving of the notice.
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Section 5. QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of shareholders 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 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.
Section 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 the majority of the shares represented at that
meeting, except as provided in Section 5 of this Article.
It shall not be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted thereat, other than by
announcement at the meeting at which such adjournment is taken; provided,
however, when any shareholders' meeting is adjourned for more than 45 days 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.
Section 7. 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 Chapter 6 of the
California General corporation Law and to the following provisions:
(a) Subject to subparagraph (g), shares held by an administrator,
executor, guardian, conservator or custodian may be voted by such
holder either in person or by proxy, without a transfer of such shares
into the holder's name; and shares standing in the name of a trustee
may be voted by the trustee, either in person or by proxy, but no
trustee shall be entitled to vote shares held by such trustee without
a transfer of such shares into the trustee's name.
(b) Shares standing in the name of a receiver may be voted by
such receiver; and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into the
receiver's name if authority to do so is contained in the order of the
court by which such receiver was appointed.
(c) Subject to the provisions of section 705 of the California
General Corporation Law, and except where otherwise agreed in writing
between the parties, a shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.
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(d) Shares standing in the name of a minor may be voted and the
corporation may treat all rights incident thereto as exercisable by
the minor, in person or by proxy, whether or not the corporation has
notice, actual or constructive, of the nonage, unless a guardian of
the minor's property has been appointed and written notice of such
appointment given to the corporation.
(e) Shares standing in the name of another corporation, domestic
or foreign, may be voted by such officer, agent or proxyholder as the
By-Laws of such other corporation may prescribe or, in the absence of
such provision, as the Board of Directors of such other corporation
may determine or, in the absence of such determination, by the
Chairman of the Board, President or any Vice President of such other
corporation, or by any other person authorized to do so by the Board,
President or any Vice President of such other corporation. Shares
which are purported to be voted or any proxy purported to be executed
in the name of a corporation (whether or not any title of the person
signing is indicated) shall be presumed to be voted or the proxy
executed in accordance with the provisions of this subdivision, unless
the contrary is shown.
(f) Shares of the corporation owned by any subsidiary shall not
be entitled to vote on any matter.
(g) Shares held by the corporation in a fiduciary capacity, and
shares of the corporation held in a fiduciary capacity by any
subsidiary, shall not be entitled to vote on any matter, except to the
extent that the settlor or beneficial owner possesses and exercises a
right to vote or to give the corporation binding instructions as to
how to vote such shares.
(h) If shares stand of record in the names of two (2) or more
persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, husband and wife as community property, tenants by
the entirety, voting trustees, persons entitled to vote under a
shareholder voting agreement or otherwise, or if two (2) or more
persons (including proxyholders) have the same fiduciary relationship
respecting the same shares, unless the Secretary of the corporation is
given written notice to the contrary and is furnished with a copy of
the instrument or order appointing them or creating the relationship
wherein it is so provided, their acts with respect to voting shall
have the following effect:
(i) If only one votes, such act binds all;
(ii) If more than one vote, the act of the majority so
voting binds all; or
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(iii) If more than one vote, but the vote is evenly split on
any particular matter, each faction may vote the
securities in question proportionately.
If the instrument so filed, or the registration of the shares shows
that any such tenancy is held in unequal interests, a majority or even
split for the purpose of this section shall be a majority or even
split in interest.
Subject to the following sentence and to the provisions of section 708 of
the California General Corporation Law, 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 prior to the voting of the shareholder's intention to cumulate the
shareholder's votes. If any one shareholder has given such notice, all
shareholders may cumulate their votes for candidates in nomination.
Elections need not be by ballot; provided, however, that all elections for
directors must be by ballot upon demand made by a shareholder at the meeting and
before the voting begins.
Section 8. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. 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 person
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 written waiver of notice need not specify either the business to be
transacted or the purpose of any annual or special meeting of shareholders,
except as provided in section 601(b) of the California General Corporation Law.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
Attendance by a person at a meeting shall 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 to be but not
included in the notice of the meeting if that objection is expressly made at the
meeting.
Section 9. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. 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 outstanding
shares having not less
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than the minimum number of votes that would be necessary to authorize or take
that action at a meeting at which all shares entitled to vote on that action
were present and voted. In the case of election of directors, such a consent
shall be effective only if signed by the holders of all outstanding shares
entitled to vote for the election of directors; provided, that a director may be
elected at any time to fill a vacancy on the Board of Directors that has not
been filled by the directors, by the written consent of the holders of a
majority of the outstanding shares entitled to vote for the election of
directors. All such consents shall be filed with the Secretary of the
corporation and shall be maintained in the corporate records. 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 Secretary of
the corporation before 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.
Unless the consents of all shareholders entitled to vote have been
solicited in writing,
(a) Notice of any proposed shareholder approval of, (i) a
contract or other transaction with an interested director, (ii)
indemnification of an agent of the corporation as authorized by
Article V of these By-Laws, (iii) a reorganization of the corporation
as defined in section 181 of the General Corporation Law, or (iv) 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
(b) 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 shall be deemed to have been given as provided in Section 4
of Article II of these By-Laws.
Section 10. RECORD DATE. The Board may fix, in advance, a record date for
the determination of the shareholders entitled to notice of any meeting, to vote
or entitled to receive payment of any dividend or other distribution, or any
allotment of rights, or to exercise rights in respect of any other lawful
action. The record date so fixed shall be not more than sixty (60) nor less than
ten (10) days prior to the date of the meeting nor more than sixty (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.
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The Board shall fix a new record date if the meeting is adjourned for more than
forty-five (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
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 has been taken,
shall be the day on which the first written consent is given. The record date
for determining shareholders for any other purpose shall be at the close of
business on the day on which the Board adopts the resolution relating thereto,
or the 60th day prior to the date of such other action, whichever is later.
Section 11. PROXIES. Every person entitled to vote shares shall have the
right to do so either in person or by one or more agents authorized by a written
proxy signed by the person and filed with the Secretary of the corporation. A
proxy shall be deemed signed if the shareholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission, or
otherwise) by the shareholder or the shareholder's attorney in fact. A validly
executed proxy which does not state that it is irrevocable shall continue in
full force and effect unless (i) revoked by the person executing it, before the
vote pursuant to that proxy, by a writing delivered to the corporation stating
that the proxy is revoked, or by a subsequent proxy executed by, or attendance
at the meeting and voting in person by, the person executing the proxy; or (ii)
written notice of the death or incapacity of the maker of that proxy if received
by the corporation before the vote pursuant to that proxy is counted; provided,
however, that no proxy shall be valid after the expiration of eleven (11) months
from the date of the proxy, unless otherwise provided in the proxy. The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Sections 705(e) and 705(f) of the Corporations
Code of California. The dates contained on the forms of proxy presumptively
determine the order of execution, regardless of the postmark dates on the
envelopes in which they are mailed.
Section 12. INSPECTORS OF ELECTION. Before any meeting of shareholders, the
Board of Directors may appoint any persons other than nominees for office to act
as inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the chairman of the meeting may, and on the request
of any shareholder or a 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 majority of shares represented in person or by
proxy shall determine whether one represented in person or by proxy shall
determine whether one (1) or three (3) inspectors are to be appointed. If any
person appointed as inspector fails to appear or fails or refuses to act, the
chairman of the meeting may, and upon the request of any shareholder or a
shareholder's proxy shall, appoint a person to fill that vacancy.
These inspectors shall:
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(a) Determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of
a quorum, and the authenticity, validity, and effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any way
arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election
or vote with fairness to all shareholders.
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, act or certificate
of a majority is effective in all respects as to 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.
ARTICLE III
DIRECTORS
Section 1. POWERS. Subject to the provisions of the California General
Corporation Law and any limitations in the Articles of Incorporation and these
By-Laws 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 these general powers, and subject to the same
limitations, it is hereby expressly declared that the directors shall have the
following powers in addition to the other powers enumerated in these By-Laws:
(a) to select and remove all officers, agents and employees of
the corporation; prescribe any powers and duties for them that are
consistent with law, with the Articles of Incorporation, and with
these By-
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Laws; 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 the law, the Articles of Incorporation or the
By-Laws, fix their compensation and require from them security for
faithful service.
(c) to change the principal executive office and the principal
business office in the State of California from one location to
another; cause the corporation to be qualified to do business in any
other state, territory, dependency, or country and conduct business
and fix and locate one (1) or more subsidiary offices within or
without the State of California; and designate any place within or
without the State of California for the holding of any shareholders'
meeting, or meetings, including annual meetings.
(d) to adopt, make and use a corporate seal; prescribe the forms
of certificates of stock; and alter the form of the seal and
certificates from time to time, as in their judgment, within the
provisions of the law, they may deem best.
(e) to authorize the issuance of shares of stock of the
corporation on any lawful terms, in consideration of money paid, labor
done, services actually rendered, debts or securities cancelled, or
tangible or intangible property actually received.
(f) to borrow money and incur indebtedness for the purposes of
the corporation, and cause to be executed and delivered therefor, in
the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations, and other evidences of debt
and securities therefor.
(g) by resolution adopted by a majority of the authorized number
of directors, to designate an executive and other committees, each
consisting of three (3) or more directors, to serve at the pleasure of
the Board, and to prescribe the manner in which proceedings of such
committees 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 (2) members thereof; otherwise,
the provisions of these By-Laws 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:
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(i) the approval of any action for which the General
Corporation Law or the Articles of Incorporation also
require shareholder approval;
(ii) the filing of vacancies on the Board or in 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 By-Laws;
(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; and
(vii) the appointment of other committees of the Board or
the members thereof.
(viii) the purchase, sale or re-financing of any corporate
that involves the expenditure of more than $5,000.
(ix) the approval or rejection of a report of the
Corporation's auditors.
(x) the appointment of corporate officers.
Section 2. LIABILITY OF DIRECTORS. A person who performs the duties of a
director, in good faith, in a manner such director believes to be in the best
interests of the corporation and its shareholders, and with such care including
reasonable inquiry as an ordinarily prudent person in a like position would use
under similar circumstances, shall have no liability based upon any alleged
failure to discharge the person's obligations as a director. In addition, the
liability of a director for monetary damages in an action brought by or in the
right of the corporation for breach of a director's duties to the corporation
and its shareholders shall be eliminated.
The personal liability of a director may not be limited or eliminated for
actions brought against a director for:
(a) Acts or omissions involving intentional misconduct or a
knowing and culpable violation of law;
(b) Acts or omissions that a director believes to be contrary to
the best interests of the corporation or its shareholders or that
involve the absence of good faith on the part of a director;
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(c) Any transaction from which a director derived an improper
personal benefit;
(d) Acts or omissions that show a reckless disregard for the
director's duty to the corporation or its shareholders in
circumstances in which the director was aware, or should have been
aware, in the ordinary course of performing a director's duties, of a
risk of serious injury to the corporation or its shareholders;
(e) Acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to
the corporation or its shareholders;
(f) Approval of an improper distribution to shareholders; or
(g) Approval of an improper loan to any director or officer.
Section 3. INDEMNIFICATION OF DIRECTORS. The corporation shall have the
power to indemnify any person who was or is a party to or is threatened to be
made a party to any proceeding (other than an action by or in the right of the
corporation to procure a judgment in its favor) by reason of the fact that the
person was or is an agent of the corporation, against expenses, judgments,
fines, settlements and other amounts actually or reasonably incurred in
connection with that proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in the best interests of the
corporation, and in the case of a criminal proceeding, had no reasonable cause
to believe that the conduct of the person was unlawful. The termination of any
proceeding, by judgment, order, settlement or conviction, or on a plea of nolo
contendere or its equivalent, shall not, in itself, create a presumption that
the person did not act in good faith and in a manner that the person reasonably
believed to be in the best interests of the corporation or that the person had
reasonable cause to believe that the person's conduct was unlawful.
Section 4. NUMBER OF DIRECTORS. The number of Directors of this Corporation
shall not be less than five.
Section 5. ELECTION; RESIGNATION; QUORUM. Directors shall be elected at
each annual meeting of shareholders to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy shall
hold office until the expiration of the term for which elected and until a
successor has been elected and qualified. No person shall be elected as a
Director other than by the unanimous consent of all of the other members of the
Board.
Any director may resign effective on giving written notice to the Chairman
of the Board, the President, the Secretary or the Board of Directors of the
Corporation, unless the notice
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specifies a later time for the effectiveness of the resignation. If the
resignation is effective at a future time, a successor may be elected to take
office when the resignation becomes effective.
A vacancy on the Board occurs when any authorized position of director is
not filled by a duly elected director, whether caused by the death, resignation,
removal, change in the authorized number of directors (by the Board or the
shareholders), or otherwise. The Board may declare vacant the office of a
director who has been declared of unsound mind by order of court or convicted of
a felony.
Vacancies on the Board may be filled by the unanimous consent of the
remaining members of the Board.
Section 6. REMOVAL OF DIRECTORS. No member of the original Board of
Directors (i.e. those persons named in the Articles of Incorporation) may be
removed from the Board without their consent. All other directors may be removed
without cause if removal is approved by the outstanding shares, as that term is
defined in Section 152 of the California Corporations Code.
Section 7. MEETINGS. Meetings of the Board may be called by the Chairman of
the Board, or the President, or any Vice President, or the Secretary, or any two
directors of the Corporation. Meetings of the Board may be held at any place
within or without California which has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice, designated by
resolution of the Board, and if not so designated, then at the principal
executive office of the corporation.
Regular meetings of the Board may be held without notice. Special meetings
shall be held on four (4) days' notice by first class mail, postage prepaid, or
forty-eight (48) hours' notice delivered personally or by telephone. The notice
need not specify the purpose of the meeting.
Notice of any meeting need not be given to any director who signs a waiver
of notice, or a consent to holding the meeting or an approval of the minutes
thereof, whether before or after the meeting, or who attends the meeting without
protesting, prior to the meeting or at its commencement, the lack of notice to
such director. Any waiver of notice need not specify the purpose of the meeting.
All waiver, consents and approvals of the minutes shall be filed with the
corporate records or made a part of the minutes of the meeting to which they
pertain.
The consent of a majority of the Directors present or who have filed a
valid waiver of notice shall be sufficient to constitute the approval of the
Board of Directors, except that the unanimous approval of all of the members of
the Board of Directors, whether present or not, shall be required in order to
take the following actions:
(i) The purchase, sale or refinancing of any corporate
asset, where such purchase sale or refinancing involves
the expenditure of more than $5,000.
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(ii) The election of any person to the Board of Directors,
where by increase in the size of the board of Directors
or as a result of a vacancy on the Board.
(iii) The approval or rejection of the report of the
Corporation's auditors.
(iv) The appointment of corporate officers.
ARTICLE IV
OFFICERS
Section 1. NUMBER AND ELECTION. The officers of the corporation shall be a
president, vice-president, and a secretary and a treasurer, who shall be elected
by the Board of Directors to serve at the pleasure of the Board. Such other
officers and assistant officers as may be deemed necessary may also be appointed
by the Board of Directors. Any two or more offices may be held by the same
person except the offices of president and secretary.
Section 2. PRESIDENT.
a. The President shall preside at all meetings of the Board of
Directors. He shall also preside at all meetings of shareholders.
b. He shall cause to be called regular and special meetings of the
shareholders and directors in accordance with the requirements of statutes and
these Bylaws.
c. He shall appoint, discharge, and fix the compensation of all
employees and agents of the corporation other than the duly elected officers,
subject to the approval of the Board of Directors.
d. He shall sign and execute all contracts in the name of the
corporation, and all notes, drafts or other orders for payment of money.
e. He shall cause all books, reports, statements and certificates to
be properly kept and filed as required by law.
f. He shall enforce these bylaws and perform all of the duties
incident to his office and which are required by law, and, generally, he shall
supervise and control the business and affairs of the corporation.
Section 3. VICE PRESIDENT. During the absence or incapacity of the
President, the Vice-President shall perform the duties of the President, and
when so acting, he shall have all the powers and be subject to all the
responsibilities of the office of president and shall perform such duties and
functions as the Board may prescribe.
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Section 4. SECRETARY.
a. The Secretary shall keep the minutes of the meetings of the Board
of Directors and the shareholders in appropriate books.
b. He shall attend to the giving of notice of special meetings of the
Board of Directors and of all meetings of the shareholders of the corporation.
c. He shall be custodian of the records and the seal of the
corporation and shall affix the seal to the certificates representing shares and
other corporate papers when required.
d. He shall keep at the principal office of the corporation a book or
record containing the names, alphabetically arranged, of all persons who are
shareholders of the corporation, showing their places of residence, the number
and class of shares held by them respectively, and the dates when they
respectively became the owners of record thereof. He shall keep such book or
record and the minutes of the proceedings of its shareholders open daily during
regular business hours, for inspection, within the limits prescribed by law, by
any person duly authorized to inspect such records. At the request of the person
entitled to inspection thereof, he shall prepare and make available a current
list of the officers and directors of the corporation and their resident
addresses.
e. He shall sign all certificates representing shares, warrants,
rights or options and affix the corporate seal thereto.
f. He shall attend to all correspondence and present to the Board of
Directors at its meetings all official communications received by him.
g. He shall perform all of the duties incident to the office of the
Secretary of the corporation.
Section 5. TREASURER.
a. The Treasurer shall have the care and custody of and be responsible
for all of the funds and securities of the corporation, and shall deposit such
funds and securities in the name of the corporation in such banks and safe
deposit companies as the Board of Directors may designate.
b. He shall make, sign and endorse in the name of the corporation all
checks, drafts, notes and other orders for payment of money, and pay out and
dispose of such under the direction of the President or the Board of Directors.
c. He shall keep at the principal office of the corporation accurate
books of account of all its business and transactions and shall at all
reasonable hours exhibit books and accounts to any director upon application at
the office of the corporation during business hours.
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d. He shall render a report of the condition of the finances of the
corporation at each regular meeting of the Board of Directors and at such other
times as shall be required of him, and he shall make a full financial report at
the annual meeting of the shareholders.
e. He shall further perform all duties incident to the office of
Treasurer of the corporation.
f. If required by the Board of Directors, he shall give such bond as
it shall determine appropriate for the faithful performance of his duties.
Section 6. OTHER OFFICERS. Other officers shall perform such duties and
have such powers as may be assigned to them by the Board of Directors.
Section 7. VACANCIES. All vacancies in any office shall be filled promptly
by the Board of Directors, either at regular meetings or at a meeting specially
called for that purpose.
Section 8. REMOVAL AND RESIGNATION. Any officer may be removed by the Board
of Directors whenever in its judgment the best interests of the corporation may
be served thereby. Any officer may resign at any time by giving written notice
thereof to the President or to the Secretary; and acceptance of such resignation
shall not be necessary to make it effective.
Section 9. COMPENSATION. Officers shall receive such compensation for their
services as may be authorized or ratified by the Board of Directors. Election of
an officer shall not of itself create contract rights to compensation for
services performed as such officer.
ARTICLE V
LOANS TO DIRECTORS AND OFFICERS
Loans to Directors and Officers, guarantees of their obligations, or other
similar assistance to these persons, shall be contracted on behalf of the
corporation only upon the specific authorization of the Board of Directors and
the affirmative vote of the holders of two-thirds of the outstanding shares of
the corporation.
ARTICLE VI
STOCK RIGHTS AND OPTIONS
Section 1. CERTIFICATES. Certificates representing shares of the capital
stock of the corporation, warrants, rights or options to purchase capital stock
of the corporation shall be in such form as may be approved by the Board of
Directors and shall be signed by the
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President or the Vice President and by the Secretary or by an Assistant
Secretary. All certificates shall be consecutively numbered and the names of the
owners, the number of the shares and the date of issue shall be entered on the
books of the corporation. Each certificate representing shares, warrants, rights
or options shall state upon the face thereof (a) that the corporation is
organized under the laws of the State of California, (b) the name of the person
to whom issued, (c) the number of shares which such certificate represents and
(d) a statement that the shares are no-par common stock.
Section 2. TRANSFERS OF STOCK. The capital stock of the corporation,
warrants, rights, or options to purchase stock of the corporation shall be
subject to such valid restrictions on the transfer thereof as the Board of
Directors may by resolution determine prior to the issuance of the stock,
warrants, right or options to purchase such stock subject to such restrictions.
ARTICLE VII
SEAL
The Board of Directors may adopt a seal which shall be inscribed thereon
the name of the corporation and the words "SEAL" and "CALIFORNIA" which, when
adopted, shall constitute the corporate seal of the Corporation.
ARTICLE VIII
FISCAL YEAR
The Board of Directors, by resolution, may adopt a fiscal year for this
corporation.
ARTICLE IX
AMENDMENT
These Bylaws may at any time and from time to time be amended, altered or
repealed by the Board of Directors or by the shareholders at any annual or
special meeting.
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PACIFIC OFFICE SOLUTIONS, INC.
BY LAW AMENDMENT
The By-laws of Pacific Office Solutions, Inc., a California corporation,
were amended on May 16, 2003, so that Article III, Section 4 of the By-laws was
deleted and replaced with the following:
Section 4. NUMBER OF DIRECTORS. The number of directors of this
Corporation shall not be less than three and shall be set at three,
unless changed by the shareholders.
Special Joint Meeting of the Boards of Directors
and the Boards of Managers of
Certain Subsidiaries of Global Imaging Systems, Inc.
AMENDMENT TO BYLAWS:
June 16, 2003
Bylaw Amendments -- Pacific Office Solutions, Inc.
FURTHER RESOLVED, Article IV, Section 4(e) of the Bylaws of Pacific Office
Solutions, Inc. ("Pacific") is hereby amended and restated as follows:
He, or an Assistant Secretary, shall sign all certificates
representing shares, warrants, rights or options.
FURTHER RESOLVED, that, the Board of Pacific hereby ratifies all actions
taken by the officers of Pacific from the time Global acquired Pacific until the
date hereof.