Attached files
file | filename |
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10-K - FORM 10-K - WESTAMERICA BANCORPORATION | c96871e10vk.htm |
EX-21 - EXHIBIT 21 - WESTAMERICA BANCORPORATION | c96871exv21.htm |
EX-32.1 - EXHIBIT 32.1 - WESTAMERICA BANCORPORATION | c96871exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - WESTAMERICA BANCORPORATION | c96871exv31w2.htm |
EX-32.2 - EXHIBIT 32.2 - WESTAMERICA BANCORPORATION | c96871exv32w2.htm |
EX-31.1 - EXHIBIT 31.1 - WESTAMERICA BANCORPORATION | c96871exv31w1.htm |
EX-23.(A) - EXHIBIT 23(A) - WESTAMERICA BANCORPORATION | c96871exv23wxay.htm |
EXHIBIT 3 (b)
COMPOSITE COPY
BYLAWS
OF
WESTAMERICA BANCORPORATION
a California corporation
Last Amendment:
December 17, 2009
TABLE OF CONTENTS
Page(s) | ||||
ARTICLE I OFFICES |
1 | |||
Section 1.01. Principal Offices |
1 | |||
Section 1.02. Other Offices |
1 | |||
ARTICLE I MEETINGS OF SHAREHOLDERS |
1 | |||
Section 2.01. Place of Meetings |
1 | |||
Section 2.02. Annual Meeting |
1 | |||
Section 2.03. Special Meeting |
1 | |||
Section 2.04. Notice of Shareholders Meetings |
2 | |||
Section 2.05. Manner of Giving Notice: Affidavit of Notice |
2 | |||
Section 2.06. Quorum |
2 | |||
Section 2.07. Adjourned Meeting: Notice |
2 | |||
Section 2.08. Voting |
3 | |||
Section 2.09. Waiver of Notice or Consent by Absent Shareholders |
3 | |||
Section 2.10. Shareholder Action by Written Consent Without a Meeting |
3 | |||
Section 2.11. Record Date for Shareholder Notice, Voting and Giving Consents |
4 | |||
Section 2.12. Proxies |
4 | |||
Section 2.13. Inspectors of Election |
4 | |||
Section 2.14. Nominations for Director |
5 | |||
ARTICLE III DIRECTORS |
5 | |||
Section 3.01. Powers |
5 | |||
Section 3.02. Number and Qualification of Directors |
6 | |||
Section 3.03. Election and Term of Office of Directors |
6 | |||
Section 3.04. Vacancies |
6 | |||
Section 3.05. Place of Meetings and Meetings by Telephone |
6 | |||
Section 3.06. Annual Meeting |
6 | |||
Section 3.07. Other Regular Meetings |
6 | |||
Section 3.08. Special Meetings |
6 | |||
Section 3.09. Quorum |
7 | |||
Section 3.10. Waiver of Notice |
7 | |||
Section 3.11. Adjournment |
7 | |||
Section 3.12. Notice of Adjournment |
7 | |||
Section 3.13. Action Without Meeting |
7 | |||
Section 3.14. Fees and Compensation of Directors |
7 | |||
Section 3.15. Committees of Directors |
7 | |||
Section 3.16. Meetings and Action of Committees |
8 | |||
ARTICLE IV OFFICERS |
8 | |||
Section 4.01. Officers |
8 | |||
Section 4.02. Election of Officers |
8 | |||
Section 4.03. Subordinate Officers |
8 | |||
Section 4.04. Removal and Resignation of Officers |
8 | |||
Section 4.05. Vacancies in Offices |
8 | |||
Section 4.06. Chairman of the Board |
8 | |||
Section 4.07. President |
8 | |||
Section 4.08. Vice Presidents |
9 | |||
Section 4.09. Secretary |
9 | |||
Section 4.10. Chief Financial Officer |
9 |
-i-
Page(s) | ||||
ARTICLE V MISCELLANEOUS |
9 | |||
Section 5.01. Indemnification Provisions |
9 | |||
Section 5.02. Maintenance and Inspection of Share Register |
10 | |||
Section 5.03. Maintenance and Inspection of Bylaws |
10 | |||
Section 5.04. Maintenance and Inspection of Other Corporate Records |
11 | |||
Section 5.05. Inspection of Books and Records by Directors |
11 | |||
Section 5.06. Annual Report to Shareholders |
11 | |||
Section 5.07. Financial Statements |
11 | |||
Section 5.08. Record Date for Purposes Other than Notice and Voting |
11 | |||
Section 5.09. Checks, Drafts |
12 | |||
Section 5.10. Corporate Contracts and Instruments; How Executed |
12 | |||
Section 5.11. Certificates for Shares |
12 | |||
Section 5.12. Lost Certificates |
12 | |||
Section 5.13. Representation of Shares of Other Corporations |
12 | |||
Section 5.14. Construction and Definitions |
12 | |||
ARTICLE VI AMENDMENTS |
12 | |||
Section 6.01. Amendment by Shareholders |
12 | |||
Section 6.02. Amendment by Directors |
12 |
-ii-
BYLAWS
OF
WESTAMERICA BANCORPORATION
ARTICLE I
OFFICES
Section 1.01. Principal Offices. The principal executive office of the
corporation shall be located at 1108 Fifth Avenue, San Rafael, California, or such other place
within or outside the State of California as shall be fixed by the board of directors. 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 1.02. 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 2.01. 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 2.02. 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. At each annual meeting
directors shall be elected, and any other proper business may be transacted which shall have been
properly brought before the meeting. To be properly brought before an annual meeting, business must
have been (a) specified in the notice of meeting (or any supplement thereto) given by or at the
direction of the board of directors, (b) otherwise properly brought before the meeting by or at the
direction of the board of directors, or (c) otherwise properly brought before the meeting by a
shareholder. In addition to any other applicable requirements, for business to be properly brought
before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in
writing to the secretary of the corporation. To be timely, a shareholders notice must be received
by the secretary of the corporation at least 45 days before the anniversary of the date on which
the corporation first mailed its proxy materials for the prior years annual meeting of the
shareholders; provided, however, that in the event the date for the current years annual meeting
has changed more than 30 days from the date on which the prior years annual meeting was held, then
notice must be received a reasonable time before the corporation mails its proxy materials for the
current year. A shareholders notice to the secretary of the corporation shall set forth as to
each matter that the shareholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and residence address of the
shareholder proposing such business, (c) the number of shares of capital stock of the corporation
that are owned by the shareholder, and (d) any material interest of the shareholder in such
business.
Notwithstanding anything in the bylaws to the contrary, no business shall be conducted at the
annual meeting except in accordance with the procedures set forth in this Section 2.02.
The chairman of an annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting in accordance with the provisions
of this Section 2.02, and if he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.
Section 2.03. 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 10%
of the votes at that meeting.
1
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 sent by registered mail or
by telegraphic or other facsimile transmission 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, in accordance with the provisions
of Sections 2.04 and 2.05 hereof, that a meeting will be held at the time requested by the person
or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after
the receipt of the request. If the notice is not given within twenty (20) days after receipt of the
request, the person or persons requesting the meeting may give the notice. Nothing contained in
this paragraph of this Section 2.03 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 2.04. Notice of Shareholders Meetings. All notices of meetings of
shareholders shall be sent or otherwise given to shareholders entitled to vote thereat in
accordance with Section 2.05 not less than ten (10) (or if sent by third-class mail, thirty (30)
nor more than sixty (60)) days before the date of the meeting. The notice shall specify 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 of directors, at the time of giving the notice,
intends to present for action by the shareholders. The notice of any meeting at which directors are
to be elected shall include the name of any nominee or nominees whom, at the time of the notice,
management intends to present for election.
If action is proposed to be taken at any meeting for approval of (i) 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, (ii) an amendment of the articles of incorporation, pursuant to
Section 902 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of
that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code,
or (v) 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 2.05. Manner of Giving Notice: Affidavit of Notice. Notice of any
meeting of shareholders shall be given to shareholders entitled to vote thereat either personally
or by first-class mail or, in the event this corporation has outstanding shares held of record by
500 or more persons (determined as provided in Section 605 of the California Corporations Code) on
the record date for the shareholders meeting, by third-class mail, or 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.
If no such address appears on the corporations 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 corporations principal executive office, or if published at least once in a
newspaper of general circulation in the county where 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.
If any notice addressed to a shareholder at the address of that 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 to the
shareholder at that address, all future notices or reports shall be deemed to have been duly given
without further mailing if these shall be available to the shareholder on written demand of the
shareholder at the principal executive office of the corporation for a period of one year from the
date of the giving of the notice.
An affidavit of the mailing or other means of giving any notice of any shareholders meeting
may be executed by the secretary, assistant secretary, or any transfer agent of the corporation
giving the notice, and shall be filed and maintained in the minute book of the corporation.
Section 2.06. Quorum. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of the 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 or,
if required by the General Corporation Law or the articles, the vote of a greater number or voting
by classes.
Section 2.07. Adjourned Meeting: Notice. 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, either in person or by proxy, but in the
absence of a quorum, no other business may be transacted at that meeting, except as provided in
Section 2.06 hereof.
2
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 a
meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the
original meeting, in which case the board of directors shall set a new record date. Notice of any
such adjourned meeting shall be given to each shareholder of record entitled to vote at the
adjourned meeting in accordance with the provisions of Sections 2.04 and 2.05. At any adjourned
meeting the corporation may transact any business which might have been transacted at the original
meeting.
Section 2.08. Voting. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of Section 2.11 hereof, subject
to the provisions of Sections 702 to 704, inclusive, of the Corporations Code of California
(relating to voting shares held by a fiduciary, in the name of a corporation, or a joint
ownership). The shareholders vote may be by voice vote or by 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 elections 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, but, if the shareholder fails to specify the number of shares which the shareholder is
voting affirmatively, it will be conclusively presumed that the shareholders approving vote is
with respect to all shares that the shareholder is entitled to vote. The affirmative vote of a
majority of the shares represented and voting at a duly held meeting at which a quorum is present
(which shares voting affirmatively also constitute a majority of the required quorum) shall be the
act of the shareholders, unless the vote of a greater number or voting by classes is required by
California General Corporation Law or the articles.
At a shareholders meeting at which directors are to be elected, no shareholder shall be
entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number
of votes which such shareholder normally is entitled to cast) unless the candidates names have
been placed in nomination prior to commencement of the voting and a shareholder has given notice
prior to commencement of the voting of the shareholders intention to cumulate votes. If any
shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for
candidates in nomination 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 that shareholders shares are normally
entitled, or distribute the shareholders votes on the same principle among any or all of the
candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up
to the number of directors to be elected, shall be elected.
Section 2.09. 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
waiver of notice, consent or approval need not specify either the business to be transacted or the
purpose of any annual or special meeting of shareholders, except that if action is taken or
proposed to be taken for approval of any of those matters specified in the second paragraph of
Section 2.04 hereof, the waiver of notice, consent or approval shall state the general nature of
the proposal. 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 by law to be included
in the notice of the meeting but not so included if that objection is expressly made at the
meeting.
Section 2.10. 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 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, however, 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 shareholders
proxy holders, or a transferee of the shares or a personal representative of the shareholder or
their respective proxy holders, 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.
3
If the consents of all shareholders entitled to vote have not been solicited in writing, and
if the unanimous written consent of all such shareholders shall not have been received, the
secretary shall give prompt notice of the corporate action approved by the shareholders without a
meeting. This notice shall be given in the manner specified in Section 2.05 hereof. In the case of
approval of (i) contracts or transactions in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of
agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the
corporation, pursuant to Section 1201 of that Code, and (iv) 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 be given at least ten (10) days before the consummation of any action
authorized by that approval.
Section 2.11. Record Date for Shareholder Notice, Voting and Giving Consents.
For purposes of determining the shareholders entitled to notice of any meeting or to vote or
entitled to give consent to corporate action without a meeting, the board of directors may fix, in
advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of any such meeting nor more than sixty (60) days before any such action without a
meeting, and in this event only shareholders at the close of business on the record date are
entitled to notice and to vote or to give consents, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date, except as otherwise
provided in the California General Corporation Law.
If the board of directors does not so fix a record date:
(a) The record date for determining the 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.
(b) The record date for determining shareholders entitled to give consent to corporate action
in writing without a meeting, (i) when no prior action by the board has been taken, shall be the
day on which the first written consent is given, or (ii) when prior action of the board has been
taken, shall be at the close of business on the day on which the board adopts the resolution
relating to that action, or the sixtieth (60th) day before the date of such other action, whichever
is later.
Section 2.12. Proxies. Every person entitled to vote for directors or on any
other matter 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 shareholders name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholders
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 as to any meeting by attendance at such 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 is 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.
Section 2.13. 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 shareholders 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 at the meeting 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 shareholders proxy shall, appoint a person to fill that vacancy.
These inspectors shall:
(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;
4
(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.
Section 2.14. Nominations for Director. Nominations for election to the board
of directors may be made by the board of directors or by any shareholder of any outstanding class
of capital stock of the corporation entitled to vote for the election of directors. Nominations,
other than those made by or on behalf of the board of directors of the corporation, shall be made
in writing and shall be received by the secretary of the corporation at least 45 days before the
anniversary of the date on which the corporation first mailed its proxy materials for the prior
years annual meeting of shareholders; provided, however, that in the event the date for the
current years annual meeting has changed more than 30 days from the date on which the prior years
annual meeting was held, then notice must be received a reasonable time before the corporation
mails its proxy materials for the current year. Any such written nomination shall contain the
following information to the extent known to the nominating shareholder: (a) the name and address
of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total
number of shares of capital stock of the corporation that the shareholder expects will be voted for
each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the
number of shares of capital stock of the corporation owned by the notifying shareholder.
Nominations not made in accordance herewith may be disregarded by the chairman of the applicable
meeting of shareholders called for the election of directors in his sole discretion, and upon his
instructions, the inspectors of election may disregard all votes cast for each such nominee.
ARTICLE III
DIRECTORS
Section 3.01. Powers. Subject to the provisions of the California General
Corporation 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.
Without prejudice to these general powers, and subject to the same limitations, the directors
shall have the power to:
(a) 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 bylaws; fix their compensation; and require from them security for faithful service.
(b) Change the principal executive office or 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 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.
(c) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and
alter the form of the seal and certificates.
(d) 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.
(e) Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed
and delivered for the corporations purposes, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecation, and other evidences of debt and
securities.
5
Section 3.02. Number and Qualification of Directors. The number of directors
of the corporation shall be not less than eight (8) nor more than fifteen (15). The exact
number of directors shall be nine (9) until changed, within the limits specified above, with the
approval of the board of directors (by resolution or by amendment of these bylaws) or the
shareholders. The indefinite number of directors may be changed, or a definite number fixed
without provision for an indefinite number, by a duly adopted amendment to the articles of
incorporation or by an amendment to this bylaw duly adopted by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided, however, that an
amendment reducing the fixed number or the minimum number of directors to a number less than five
(5) cannot be adopted if the votes cast against its adoption at a meeting of the shareholders, or
the shares not consenting in the case of action by written consent, are equal to more than 16 2/3%
of the outstanding shares entitled to vote. No amendment may change the stated maximum number of
authorized directors to a number greater than two times the stated minimum number of directors
minus one.
Section 3.03. Election and Term of Office of Directors. Directors shall be
elected at each annual meeting of the 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 eligible for election to the board of directors unless nominated in the manner
described by Section 2.14 of these bylaws.
Section 3.04. Vacancies. Vacancies in the board of directors may be filled by
a majority of the remaining directors, though less than a quorum, or by a sole remaining director,
except that a vacancy created by the removal of a director by the vote or written consent of the
shareholders or by court order may be filled only by the vote of a majority of the shares entitled
to vote represented at a duly held meeting at which a quorum is present, or by the written consent
of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall
hold office until the next annual meeting of the shareholders and until a successor has been
elected and qualified.
A vacancy or vacancies in the board of directors shall be deemed to exist in the event of the
death, resignation, or removal of any director, or if the board of directors by resolution declares
vacant the office of a director who has been declared of unsound mind by an order of court or
convicted of a felony, or if the authorized number of directors is increased, or if the
shareholders fail, at any meeting of shareholders at which any director or directors are elected,
to elect the number of directors to be voted for at that meeting.
The shareholders may elect a director or directors at any time to fill any vacancy or
vacancies not filled by the directors, but any such election by written consent other than to fill
a vacancy created by removal shall require the consent of a majority of the outstanding shares
entitled to vote.
Any director may resign effective on giving written notice to the chairman of the board, the
president, the secretary, or the board of directors, unless the notice specifies a later time for
that resignation to become effective. If the resignation of a director is effective at a future
time, the board of directors may elect a successor to take office when the resignation becomes
effective.
No reduction of the authorized number of directors shall have the effect of removing any
director before that directors term of office expires.
Section 3.05. Place of Meetings and Meetings by Telephone. Regular meetings of
the board of directors may be held at any place within or outside the State of California that has
been designated from time to time by resolution of the board. In the absence of such a designation,
regular meetings shall be held at the principal executive office of the corporation. Special
meetings of the board shall be held at any place within or outside the State of California that has
been designated in the notice of the meeting or, if not stated in the notice or there is no notice,
at the principal executive office of the corporation. Any meeting, regular or special, may be held
by conference telephone or similar communication equipment, so long as all directors participating
in the meeting can hear one another, and all such directors shall be deemed to be present in person
at the meeting.
Section 3.06. Annual Meeting. Immediately following each annual meeting of
shareholders, the board of directors 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.
Section 3.07. Other Regular Meetings. Other regular meetings of the board of
directors shall be held without call at such time as shall from time to time be fixed by the board
of directors. Such regular meetings may be held without notice.
Section 3.08. Special Meetings. Special meetings of the board of directors for
any purpose or purposes may be called at any time by the chairman of the board or the president or
any vice president or the secretary or any two directors.
Notice of the time and place of special meetings shall be delivered personally or by telephone
to each director or sent by first-class mail or telegram, charges prepaid, addressed to each
director at that directors address as it is shown on the records of the corporation. In case the
notice is mailed, it shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting. In case the notice is delivered personally, or by telephone or
telegram, it shall be delivered personally or by telephone or to the telegraph company at least
forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given
personally or by telephone may be communicated either to the director or to a person at the office
of the director who the person giving the notice has reason to believe will promptly communicate it
to the director. The notice need not specify the purpose of the meeting nor the place if the
meeting is to be held at the principal executive office of the corporation.
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Section 3.09. Quorum. A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to adjourn as provided in Section 3.11.
Every act or decision done or made by a majority of the directors present at a meeting duly held at
which a quorum is present shall be regarded as the act of the board of directors, subject to the
provisions of Section 310 of the Corporations Code of California (as to approval of contracts or
transactions in which a director has a direct or indirect material financial interest), Section 311
of that Code (as to appointment of committees), and Section 317(e) of that Code (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 that meeting.
Section 3.10. Waiver of Notice. The transactions of any meeting of the board
of directors, however called and noticed or wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice if a quorum is present and if, either before or
after the meeting, each of the directors not present signs a written waiver of notice, a consent to
holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify
the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be
deemed given to any director who attends the meeting without protesting, before or at its
commencement, the lack of notice to that director.
Section 3.11. Adjournment. A majority of the directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.
Section 3.12. Notice of Adjournment. 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
(24) 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 3.08, to the directors who were not present
at the time of the adjournment.
Section 3.13. Action Without Meeting. Any action required or permitted to be
taken by the board of directors may be taken without a meeting, if all members of the board shall
individually or collectively consent in writing to that action. Such action by written consent
shall have the same force and effect as a unanimous vote of the board of directors. Such written
consent or consents shall be filed with the minutes of the proceedings of the board.
Section 3.14. Fees and Compensation of Directors. Directors and members of
committees may receive such compensation, if any, for their services, and such reimbursement of
expenses, as may be fixed or determined by resolution of the board of directors. This Section 3.14
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 3.15. Committees of Directors. The board of directors may, by
resolution adopted by a majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve at the pleasure of the board. The
board may designate one or more directors as alternate members of any committee, who may replace
any absent member at any meeting of the committee. The appointment of members or alternate members
of a committee requires the vote of a majority of the authorized number of directors. Any
committee, to the extent provided in the resolution of the board, shall have all the authority of
the board, except with respect to:
(a) The approval of any action which, under the General Corporation Law of California, also
requires shareholders approval or approval of the outstanding shares;
(b) The filling of vacancies on the board of directors or in any committee;
(c) The fixing of compensation of the directors for serving on the board or on any committee;
(d) The amendment or repeal of bylaws or the adoption of new bylaws;
(e) The amendment or repeal of any resolution of the board of directors which by its express
terms is not so amendable or repealable;
(f) A distribution to the shareholders of the corporation, except at a rate or in a periodic
amount or within a price range determined by the board of directors; or
(g) The appointment of any other committees of the board of directors or the members of these
committees.
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Section 3.16. Meetings and Action of Committees. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the provisions of Sections
3.05 (place of meetings), 3.07 (regular meetings), 3.08 (special meetings and notice), 3.09
(quorum), 3.10 (waiver of notice), 3.11 (adjournment), 3.12 (notice of adjournment), and 3.13
(action without meeting) of these bylaws, with such changes in the context of those bylaws as are
necessary to substitute the committee and its members for the board of directors and its members,
except that the time of regular meetings of committees may be determined either by resolution of
the board of directors or by resolution of the committee; special meetings of committees may also
be called by resolution of the board of directors; and notice of special meetings of committees
shall also be given to all alternate members, who shall have the right to attend all meetings of
the committee. The board of directors may adopt rules for the government of any committee not
inconsistent with the provisions of these bylaws.
ARTICLE IV
OFFICERS
Section 4.01. Officers. The officers of the corporation shall be a chairman of
the board, a president, a secretary, and a chief financial officer. The corporation may also have,
at the discretion of the board of directors, one or more vice presidents, one or more assistant
secretaries, one or more treasurers or assistant treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 4.03. Any number of offices may be held by
the same person.
Section 4.02. Election of Officers. The officers of the corporation, except
such officers as may be appointed in accordance with the provisions of Sections 4.03 or 4.05
hereof, shall be chosen by the board of directors, and each shall serve at the pleasure of the
board, subject to the rights, if any, of an officer under any contract of employment.
Section 4.03. Subordinate Officers. The board of directors may appoint, and
may empower the chairman of the board to appoint, such other officers as the business of the
corporation may require, each of whom shall hold office for such period, have such authority and
perform such duties as are provided in the bylaws or as the board of directors may from time to
time determine.
Section 4.04. Removal and Resignation of Officers. 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 of directors, at any regular or special meeting of the board of
directors, or, except in the case of an officer chosen by the board of directors, by any other
officer upon whom such power of removal may be conferred by the board of directors.
Any officer may resign at any time by giving written notice to the corporation. Any
resignation shall take effect at the date of the receipt of that notice or at any later time
specified in that notice; and, unless otherwise specified in that notice, the acceptance
of the resignation shall not be necessary to make it effective. Any resignation is without
prejudice to the rights, if any, of the corporation under any contract to which the officer is a
party.
Section 4.05. Vacancies in Offices. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the manner prescribed
in these bylaws for regular appointments to that office.
Section 4.06. Chairman of the Board. The board of directors shall appoint one
of its members to be chairman of the board to serve at the pleasure of the board. Such person shall
preside at all meetings of the board. The chairman of the board shall have the powers conferred by
these bylaws and shall also have and may exercise such further powers and duties as from time to
time may be conferred or assigned by the board of directors.
Section 4.07. President. The president of the corporation shall, in the
absence of the chairman of the board, preside at all meetings of shareholders and at all meetings
of the board of directors. The president shall exercise and perform such duties as may be assigned
to him by the board of directors or the chairman of the board or as prescribed by the bylaws.
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Section 4.08. Vice Presidents. In the absence or disability of the president,
the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not
ranked, a vice president designated by the board of directors, shall perform all the duties of the
president, and when so acting shall have all the powers of, and be subject to all the restrictions
upon, the president. The vice presidents shall have such other powers and perform such other duties
as from time to time may be prescribed for them respectively by the board of directors or the
bylaws, and the president.
Section 4.09. Secretary. The secretary shall keep or cause to be kept, at the
principal executive office or such other place as the board of directors may direct, a book of
minutes of all meetings and actions of directors, committees of directors, and shareholders, with
the time and place of holding, whether regular or special, and, if special, how authorized, the
notice given, the names of those present at directors meetings or committee meetings, the number
of shares present or represented at shareholders meetings, and the proceedings.
The secretary shall keep, or cause to be kept, at the principal executive office or at the
office of the corporations transfer agent or registrar, as determined by resolution of the board
of directors, a share register, or a duplicate share register, showing the names of all
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 meetings of the shareholders and
of the board of directors required by the bylaws or by law to be given, and he shall keep the seal
of the corporation, if one be adopted, in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the board of directors or by the bylaws.
Section 4.10. 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
accounts of the properties and business transactions of the corporation, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and
shares. The books of account shall at all reasonable times be open to inspection by any director.
The chief financial officer shall deposit all moneys and other valuables in the name and to
the credit of the corporation with such depositaries as may be designated by the board of
directors. He shall disburse the funds of the corporation as may be ordered by the board of
directors, shall render to the president and directors, whenever they request it, an account of all
of his transactions as chief financial officer and of the financial condition of the corporation,
and shall have other powers and perform such other duties as may be prescribed by the board of
directors or these bylaws.
ARTICLE V
MISCELLANEOUS
Section 5.01. Indemnification Provisions. Except as prohibited by law, every
director of this corporation shall be entitled as a matter of right to be indemnified by the
corporation against reasonable expense and any liability paid or incurred by such person in
connection with any threatened, pending or completed claim, action, suit or proceeding, whether
civil, criminal, administrative, investigative or other, whether brought by or in the name of the
corporation or otherwise, in which he or she may be involved, as a party or otherwise, by reason of
such person being or having been
a director, officer, employee or agent of the corporation or by reason of the fact that such person
is or was serving at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
or was a director, officer, employee or agent of a corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such predecessor corporation (such
claim, action, suit or proceeding hereinafter being referred to as an Action); provided, however,
that no such right of indemnification shall exist in favor of a director with respect to an Action
brought by such director against the corporation (other than a suit for indemnification as provided
below in this Section 5.01). Such indemnification shall include the right to have expenses incurred
by such person in connection with an Action paid in advance by the corporation until the final
disposition of the Action, subject to such conditions as may be prescribed by law. As used herein,
liability shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid
in settlement; and expense shall include fees and expenses of counsel subject to the terms of the
following paragraph.
If the corporation shall be obligated to pay the expenses of any Action against a director,
the corporation, if appropriate, shall be entitled to assume the defense of such Action, with
counsel approved by the director, upon the delivery to the director of written notice of its
election so to do. After delivery of such notice, approval of such counsel by the director and the
retention of such counsel by the corporation, the corporation will not be liable to the director
under this Section 5.01 for any fees or expenses of counsel subsequently incurred by the director
with respect to the same Action, provided that (i) the director shall have the right to employ his
counsel in any such Action at the directors expense; and (ii) the fees and expenses of the
directors counsel shall be at the expense of the corporation if (A) the employment of counsel by
the director has been previously authorized by the corporation, (B) the director shall have
reasonably concluded that there may be a conflict of interest between the corporation and the
director in the conduct of any such defense or (C) the corporation shall not, in fact, have
employed counsel to assume the defense of such Action. Notwithstanding anything contained herein to
the contrary, the corporation shall have no obligation under this Section 5.01 to indemnify any
director for any amounts paid in settlement of an Action unless the corporation consents to such
settlement, which consent shall not be unreasonably withheld.
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If a claim under the two preceding paragraphs is not paid in full by the corporation within
thirty (30) days after a written notice thereof has been received by the corporation, the claimant
may at any time thereafter bring suit against the corporation to recover the unpaid amount of the
claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the
expense of prosecuting such claim. It shall be a defense to any such action that the conduct of the
claimant was such that under California law the corporation would be prohibited from indemnifying
the claimant for the amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its board) to have made a
determination prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because the conduct of the claimant was not such that indemnification
would be prohibited by law, nor an actual determination by the corporation (including the board of
directors, independent legal counsel or its shareholders) that the conduct of the claimant was such
that indemnification would be prohibited by law, shall be a defense to the action or create a
presumption that the conduct of the claimant was such that indemnification would be prohibited by
law.
The right of indemnification provided for herein (a) shall not be deemed exclusive of any
other rights, whether now existing or hereafter created, to which those seeking indemnification
hereunder may be entitled under any agreement, bylaw or article provision, vote of shareholders or
directors or otherwise, (b) shall continue as to persons who have ceased to have the status
pursuant to which they were entitled or were denominated as entitled to indemnification hereunder
and shall inure to the benefit of the heirs and legal representatives of persons entitled to
indemnification hereunder, and (c) shall be applicable to actions, suits or proceedings commenced
after the adoption hereof, whether arising from acts or omissions occurring before or after the
adoption hereof. The right of indemnification provided for herein may not be amended, modified or
repealed so as to limit in any way the indemnification provided for herein with respect to any acts
or omissions occurring prior to the adoption of any such amendment or repeal.
The corporation has full power and authority to extend any of the indemnification benefits
provided for in this Section 5.01 to any officer or agent of the corporation, but the corporation
is under no obligation to extend such benefits to any person who is not entitled thereto by law or
pursuant to the first paragraph of this Section 5.01.
Section 5.02. Maintenance and Inspection of Share Register. The corporation
shall keep at its principal executive office, or at the office of its transfer agent or registrar,
if either be appointed and as determined by resolution of the board of directors, 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 (i) inspect and copy the records
of shareholders names and addresses and shareholdings during usual business hours on five (5)
days prior written demand on the corporation, and (ii) obtain from the transfer agent of the
corporation, on written demand and on the tender of such transfer agents usual charges for such
list, 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 that list has been
compiled or as of a date specified by the shareholder after the date of demand. This list shall be
made available to any such shareholder by the transfer agent on or before the later of five (5)
days after the demand is received or the date specified in the demand as the date as of which the
list is to be compiled. The record of shareholders shall also be open to inspection on the written
demand of any shareholder or holder of a voting trust certificate, at any time during usual
business hours, for a purpose reasonably related to the holders interests as a shareholder or as
the holder of a voting trust certificate. Any inspection and copying under this Section 5.02 may be
made in person or by an agent or attorney of the shareholder or holder of a voting trust
certificate making the demand.
Section 5.03. Maintenance and Inspection of Bylaws. The corporation shall keep
at its principal executive office, or if its principal executive office is not in the State of
California, at its principal business office in this state, the original or a copy of the bylaws as
amended to date, which shall be open to inspection by the shareholders at all reasonable times
during office hours. If the principal executive office of the corporation is outside the State of
California and the corporation has no principal business office in this state, the secretary shall,
upon the written request of any shareholder, furnish to that shareholder a copy of the bylaws as
amended to date.
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Section 5.04. Maintenance and Inspection of Other Corporate Records. The
accounting books and records and minutes of proceedings of the shareholders and the board of
directors and any committee or committees of the board of directors shall be kept at such place or
places designated by the board of directors, or, in the absence of such designation, at the
principal executive office of the corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any other form capable of
being converted into written form. The minutes and accounting books and records shall be open to
inspection upon the written demand of any shareholder or holder of a voting trust certificate, at
any reasonable time during usual business hours, for a purpose reasonably related to the holders
interests as a shareholder or as the holder of a voting trust certificate. The inspection may be
made in person or by an agent or attorney, and shall include the right to copy and make extracts.
These rights of inspection shall extend to the records of each subsidiary corporation of the
corporation.
Section 5.05. Inspection of Books and Records by Directors. Every director
shall have the absolute right at any reasonable time to inspect all books, records, and documents
of every kind and the physical properties of the corporation and each of its subsidiary
corporations. This inspection by a director may be made in person or by an agent or attorney and
the right of inspection includes the right to copy and make extracts of documents.
Section 5.06. Annual Report to Shareholders. The board of directors shall
cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days
after the close of the fiscal year adopted by the corporation. This report shall be sent at least
fifteen (15) (or, if sent by third-class mail, thirty-five (35)) days before the annual meeting of
shareholders to be held during the next fiscal year and in the manner specified in Section 2.05 of
these bylaws for giving notice to shareholders of the corporation. The annual report shall contain
a balance sheet as of the end of the fiscal year and an income statement and statement of changes
in financial position for the fiscal year, accompanied by any report of independent accountants or,
if there is no such report, the certificate of an authorized officer of the corporation that the
statements were prepared without audit from the books and records of the corporation.
Section 5.07. Financial Statements. A copy of any annual financial statement
and any income statement of the corporation for each quarterly period of each fiscal year, and any
accompanying balance sheet of the corporation as of the end of each such period, that has been
prepared by the corporation shall be kept on file in the principal executive office of the
corporation for twelve (12) months and each such statement shall be exhibited at all reasonable
times to any shareholder demanding an examination of any such statement or a copy shall be mailed
to any such shareholder.
If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares
of any class of stock of the corporation makes a written request to the corporation for an income
statement of the corporation for the three-month, six-month, or nine-month period of the then
current fiscal year ended more than thirty (30) days before the date of the request, and a balance
sheet of the corporation as of the end of that period, the chief financial officer shall cause the
statements referred to above to be prepared, if not already prepared, and shall deliver personally
or mail that statement or statements to the person making the request within thirty (30) days after
the receipt of the request. If the corporation has not sent to the shareholders its annual report
for the last fiscal year, this report shall likewise be delivered or mailed to any shareholder or
shareholders within thirty (30) days after the request.
The corporation shall also, on the written request of any shareholder, mail to the shareholder
a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a
balance sheet as of the end of that period.
The quarterly income statements and balance sheets referred to in this Section 5.07 shall be
accompanied by the report, if any, of any independent accountants engaged by the corporation or the
certificate of an authorized officer of the corporation that the financial statements were prepared
without audit from the books and records of the corporation.
Section 5.08. Record Date for Purposes Other than Notice and Voting. For
purposes of determining the shareholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any rights in respect of any other
lawful action (other than action by shareholders by written consent without a meeting), the board
of directors may fix, in advance, a record date, which shall not be more than sixty (60) days
before any such action, and in that case only shareholders at the close of business on the record
date are entitled to receive the dividend, distribution, or allotment of rights or to exercise the
rights, as the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date so fixed, except as otherwise provided in the California General
Corporation Law.
If the board of directors does not so fix a record date, the record date for determining
shareholders for any such purpose shall be at the close of business on the day on which the board
adopts the applicable resolution or the sixtieth (60th) day before the date of that action,
whichever is later.
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Section 5.09. Checks, Drafts. Evidences of Indebtedness. All checks, drafts,
or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name
of or payable to the corporation, shall be signed or endorsed by such person or persons and in such
manner as, from time to time, shall be determined by resolution of the board of directors.
Section 5.10. Corporate Contracts and Instruments; How Executed. The board of
directors, except as otherwise provided in these bylaws, may authorize any officer or officers,
agent or agents, to enter into any contract or execute any instrument in the name of and on behalf
of the corporation, and this authority may be general or confined to specific instances; and,
unless so authorized or ratified by the board of directors or within the agency power of an
officer, no officer, agent, or employee shall have any power or authority to bind the corporation
by any contract or engagement or to pledge its credit or to render it liable for any purpose or for
any amount.
Section 5.11. Certificates for Shares. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to each shareholder when any of
these shares are fully paid, and the board of directors may authorize the issuance of certificates
or shares as partly paid provided that these certificates shall state the amount of the
consideration to be paid for them and the amount paid. All certificates shall be signed in the name
of the corporation by the chairman of the board or vice chairman of the board or the president or
vice president and by the chief financial officer or the treasurer or an assistant treasurer or the
secretary or any assistant secretary, certifying the number of shares and the class or series of
shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile.
In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has
been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar
before that certificate is issued, it may be issued by the corporation with the same effect as if
that person were an officer, transfer agent or registrar at the date of issue.
Section 5.12. Lost Certificates. Except as provided in this Section 5.12, no
new certificates for shares shall be issued to replace an old certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The board of directors may, in case
any share certificate or certificate for any other security is lost, stolen or destroyed, authorize
the issuance of a replacement certificate on such terms and conditions as the board may require,
including provision for indemnification of the corporation secured by a bond or other adequate
security sufficient to protect the corporation against any claim that may be made against it,
including any expense or liability, on account of the alleged loss, theft, or destruction of the
certificate or the issuance of the replacement certificate.
Section 5.13. Representation of Shares of Other Corporations. The chairman of
the board, the president, or any vice president, or any other person authorized by resolution of
the board of directors or by any of the foregoing designated officers, is authorized to vote on
behalf of the corporation any and all shares of any other corporation or corporations, foreign or
domestic, standing in the name of the corporation. The authority granted to these officers to vote
or represent on behalf of the corporation any and all shares held by the corporation in any other
corporation or
corporations may be exercised by any of these officers in person or by any person authorized to do
so by a proxy duly executed by these officers.
Section 5.14. Construction and Definitions. Unless the context requires
otherwise, the general provisions, rules of construction and definitions in the California General
Corporation Law 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.
ARTICLE VI
AMENDMENTS
Section 6.01. 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 incorporation 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 of incorporation.
Section 6.02. Amendment by Directors. Subject to the rights of the
shareholders as provided in Section 6.01 hereof, to adopt, amend, or repeal bylaws, bylaws may be
adopted, amended, or repealed by the board of directors; provided, however, that the board of
directors may adopt a bylaw or amendment of a bylaw changing the authorized number of directors
only for the purpose of fixing the exact number of directors within the limits specified in the
articles of incorporation or in Section 3.02 of these bylaws.
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