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BYLAWS OF FARMER BROS. CO. A California Corporation
With All Amendments Through November 27, 2000
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 MEETING. The annual meeting of shareholders of the
corporation shall be held on such date, time and place as is fixed
annually by the board of directors, provided that a meeting shall be
held each year not later than fifteen (15) months after the holding of
the next previous annual meeting. If no such date and time and place is
fixed by the board of directors, the annual meeting of shareholders
shall be held on the third Wednesday of November at 10:00 A.M. at the
principal executive offices of the corporation. At the annual meeting
the directors shall be elected, and any other proper business shall be
transacted.
Section 3. SPECIAL MEETINGS. 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 any officer, or by one or more
shareholders holding shares in the aggregate entitled to cast not less
than 10% of the votes at that meeting.
If a special meeting is called by any person or persons other than
the board of directors, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to
be transacted, and shall be delivered personally or sent by registered
mail or by telegraphic or other facsimile transmission to 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 4 and 5 of this Article II, 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 3 shall be construed as limiting, fixing or
affecting the time when a meeting of shareholders called by action of
the board of directors may be held.
Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of
meetings of shareholders shall be sent or otherwise given in accordance
with Section 5 of this Article II not less than ten (10) 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,
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 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of
any meeting of shareholders shall be given either personally or by
first-class mail or telegraphic or other written communication, charges
prepaid, addressed to the shareholder at the address of that
shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice. If no such
address appears on the corporation's books or is given, notice shall be
deemed to have been given if sent to that shareholder by first-class
mail or telegraphic or other written communication to the corporation's
principal 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 shall be executed by the secretary, assistant
secretary, or any transfer agent of the corporation giving the notice,
and shall be filed and maintained in the minute book of the
corporation.
Section 6. QUORUM. The presence in person or by proxy of the holders
of a majority of the shares entitled to vote at any meeting 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 7. 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 6 of this Article II.
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 4 and 5 of this Article II. At any adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting.
Section 8. VOTING. The shareholders entitled to vote at any meeting
of shareholders shall be determined in accordance with the provisions
of Section 11 of this Article II, subject to the provisions of Sections
702 and 704, inclusive, of the Corporations Code of California
(relating to voting shares held by a fiduciary, in the name of a
corporation, or in joint ownership). The shareholders' vote may be by
voice 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 shareholder's approving vote is with respect to all
shares that the shareholder is entitled to vote. If a quorum is
present, the affirmative vote of the majority of the shares represented
at the meeting and entitled to vote on any matter (other than the
election of directors) shall be the act of the shareholders, unless the
vote of a greater number or voting by classes is required by California
General Corporation Law or by the articles of incorporation.
In electing directors of this corporation, each share outstanding as
of the record date shall be entitled to one vote and such shares shall
not be cumulated. The candidates receiving the highest number of
votes, up to the number of directors to be elected, shall be elected.
Section 9. 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 consent to a
holding of the meeting or an approval of the minutes. The waiver of
notice or consent need not specify either the business to be transacted
or the purpose of any annual or special meeting of shareholders, except
that if action is taken or proposed to be taken for approval of any of
those matters specified in the second paragraph of Section 4 of this
Article II, the waiver of notice or consent shall state the general
nature of the proposal. All such waivers, consents or approvals shall
be filed with 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 not included in the notice of the meeting if
that objection is expressly made at the beginning.
Section 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 written
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 shareholder's 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.
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 5 of this Article II. 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 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 (l0) 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 of record on the date so fixed 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 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, and 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 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 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 1S
rece1ved 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 form of proxy shall comply with the federal Securities
and Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, if applicable.
Section 13. INSPECTORS OF ELECTION. Before any meeting of
shareholders, the board of directors may appoint any person 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 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
shareholder's 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, and the
effect of the proxies. In determining the number of shares
outstanding and entitled to vote, the inspectors may rely upon
the certificate of the corporation's transfer agent;
(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.
Section 14. PROXY CONTESTS. If in connection with a meeting of
shareholders, any person or group solicits proxies from the
shareholders in opposition to the solicitation by the board of
directors, the corporation shall have the power to enter into an
agreement with the contesting faction(s) as to the manner of conducting
the shareholder meeting, presumptions regarding the validity of
proxies, and other related matters. The provisions of such agreement
shall govern any inconsistent provisions of these bylaws unless
contrary to the provisions of the Articles of Incorporation or
violative of applicable law. The inspectors of election may rely upon
and shall be governed by the provisions of such agreement.
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 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.
Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The number of
directors of the Corporation shall be not fewer than five (5) nor more
than nine (9). The board of directors or the shareholders shall fix
the exact number of directors within the limit specified above. The
board of directors can fix the exact number of directors by resolution
adopted at any duly held meeting of the board or by their unanimous
written consent. The shareholders can fix the exact number of
directors by 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 constitute at least a
majority of the required quorum) or by the written consent of the
holders of a majority of the then outstanding shares entitled to vote.
An amendment of this Section 2 reducing the minimum number of directors
to fewer than five (5) cannot be adopted if the votes cast against its
adoption at meeting of shareholders or the shares not consenting in
the case of action by written consent, equal or exceed sixteen and two-
thirds percent (13 2/3%) of the then outstanding shares entitled to
vote.
Section 3. 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.
Section 4. 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
shareholder 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 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 director's term of office
expires.
Section 5. 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 6. 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 7. 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 8. SPECIAL MEETINGS. Special meetings of the board of
directors for any purpose or purposes may be called at any time by 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
director's 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 principa1 executive office of the
corporation.
Section 9. 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 11 of this Article III. 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 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 11. ADJOURNMENT. A majority of the directors present,
whether or not constituting a quorum, may adjourn any meeting to
another time and place.
Section 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 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 8 of this Article III, to the
directors who were not present at the time of the adjournment.
Section 13. ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the board 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 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 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.
ARTICLE IV
COMMITTEES
Section 1. 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 who may replace any absent member at any meeting of the
committee. 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.
Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by, and held and taken in accordance with,
the provisions of Article III of these bylaws, Sections 5 (place of
meetings), 7 (regular meetings), 8 (special meetings and notice), 9
(quorum), 10 (waiver and notice), 11 (adjournment), 12 (notice of
adjournment), and 13 (action without meeting), 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 V
OFFICERS
Section 1. OFFICERS. The officers of the corporation shall be a
president, a secretary, and a treasurer. The corporation may also have,
at the discretion of the board of directors, a chairman of the board,
one or more vice presidents, one or more assistant secretaries, one or
more assistant treasurers, and such other officers as may be appointed
in accordance with the provisions of Section 3 of this Article V. Any
number of offices may be held by the same person.
Section 2. ELECTION OF OFFICERS. The officers of the corporation,
except such officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article V, 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 3. SUBORDINATE OFFICERS. The board of directors may appoint,
and may empower the president to appoint, such other officers as the
business of the corporation may require, each of whom shall hold office
for such period, have such authority and perform such duties as are
provided in the bylaws or as the board of directors may from time to
time determine.
Section 4. 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, or, except
in case of an officer chosen by the board of directors, by any officer
upon whom such power of removal may be conferred by the board of
directors.
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 5. 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 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such
an officer be elected, shall, if present, preside at meetings of the
board of directors. If the chairman of the board is designated as the
chief executive officer by the board of directors or if there is no
president, the chairman of the board shall in addition have the powers
and duties prescribed in Section 7(a) of the Article V. The chairman
of the board shall also have such other duties as may from time to time
be assigned to him by the board of directors or prescribed by the
bylaws.
Section 7. PRESIDENT.
(a) Unless the chairman of the board has been designated as the
chief executive officer, the president shall be the chief
executive officer of the corporation. The chief executive
officer shall, subject to the control of the board of
directors, have the general supervision, direction and control
of the business and the officers of the corporation. He shall
preside at all meetings of the shareholders. The chief
executive officer shall have the power to appoint any person to
preside at meeting of the shareholders if he is unable or
unwilling to do so. He shall have the general powers and
duties of management usually vested in the chief executive
officer of a corporation, and shall have such other powers and
duties as may be prescribed by the board of directors art the
bylaws. In the event of the absence or disability of the chief
executive officer, or if such position becomes vacant, the
duties of the chief executive officer shall be performed by the
president if the president is the chief operating officer or by
such person as the board of directors may appoint as acting
chief executive officer, subject to any restriction thereon
imposed by the board of directors.
(b) If the president is designated by the board of directors as the
chief operating officer of the corporation, he shall be the
chief administrative officer of the corporation and shall,
subject to the control of the board of directors and the
direction of the chief executive officer, conduct the day-to-
day activities of the corporation. The chief operating officer
also shall have such other powers and perform such other duties
as may from time to time by assigned to him by the chief
executive officer. In the absence of the chief executive
officer, the chief operating officer shall have the powers and
perform the duties of the chief executive officer. Unless
otherwise provided by resolution of the board of directors, the
chief operating officer shall have the power to bind the
corporation to obligations.
Section 8. VICE PRESIDENTS. 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, the bylaws,
the president, or the chairman of the board.
Section 9. 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 corporation's 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.
The assistant secretary, if any, shall have all powers of the
secretary. In the absence of the secretary and assistant secretary, any
vice president shall have the power to perform the duties of the
secretary.
Section 10. TREASURER. The treasurer shall be the chief financial
officer of the corporation. The treasurer 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 treasurer shall deposit all moneys and other valuables in the
name and to the credit of the corporation with such depositories 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 the bylaws.
The assistant treasurer, if any, shall have all powers of the
treasurer.
ARTICLE VI
INDEMNIFICATION OF AGENTS
Section 1. CERTAIN DEFINITIONS. As used in this Article the following
terms shall have the meanings set forth in this section:
(a) Expenses: any expense, liability, or loss, including attorneys'
fees, judgments, fines, ERISA excise taxes and penalties, amounts paid
or to be paid in settlement, any interest, assessments, or other
charges imposed thereon, and any federal, state, local, or foreign
taxes imposed as a result of the actual or deemed receipt of any
payments under this Article, paid or incurred in connection with
investigating, defending, being a witness in, or participating in, or
preparing for any of the foregoing in, any Proceeding relating to any
Indemnifiable Event
(b) Indemnifiable Event: any event or occurrence that takes place
either prior to or after the date of adoption of this amended Article
VI, related to Indemnitee's service as a director or officer of the
Company or, at the request of the Company, as a director, officer,
employee, trustee, agent, or fiduciary of another foreign or domestic
corporation, partnership, joint venture, employee benefit plan, trust,
or other enterprise w)1ile also serving as a director or officer of the
Company.
(c) Indemnitee: every person who was or is a director or officer of
the Company.
(d) Proceeding: (i) any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative,
investigative or other, or (ii) any inquiry, hearing, or investigation,
whether conducted by the Company or any other party, that Indemnitee in
good faith believes might lead to the institution of any such action,
suit or proceeding.
Section 2. OBLIGATION TO INDEMNIFY.
(a) General Obligation. If Indemnitee becomes, or is threatened to
be made, a party to, or a witness or other participant in, any
Proceeding by reason of (or arising in part out of an Indemnifiable
Event, Indemnitee shall be indemnified and held harmless by the Company
from and against any and all Expenses actually and reasonably incurred
or suffered by Indemnitee in connection with such Proceeding, subject
to the provisions of this Article, including the exceptions stated in
section 2(b) below. Without limiting the generality of the foregoing,
the foregoing indemnity includes indemnification for amounts paid in
settlement of actions brought by or in the right of the corporation and
for expenses incurred therein, unless excluded under Subsection (b)
below, whether or not such settlement was approved by the court The
Company shall also cooperate fully with Indemnitee and render such
assistance as Indemnitee may reasonably require in the defense of any
Proceeding in which Indemnitee was or is a party or is threatened to be
made a party, and shall make available to Indemnitee and his counsel
all infonnation and documents reasonably available to it which relate
to the subject of any such Proceeding. The parties hereto intend that
this Article shall provide for indemnification in excess of that
expressly permitted by statute.
(b) Exceptions to Indemnity Obligations. Anything to the contrary in
Subsection (a) above, no Indemnitee shall be indemnified under
Subsection (a) above: (i) in connection with a proceeding initiated by
Indemnitee (other than pursuant to Section 4) unless such proceeding
was authorized by the Company; (ii) with respect to the settlement of
any Proceeding to which the Company has not consented in writing which
consent the Company agrees not to withhold unreasonably; (iii) on
account of any suit in which judgment is rendered against the
Indemnitee for an accounting of profits made in securities of the
Company in violation of Section 16(b) of the Securities Act of 1934, as
amended, the rules promulgated thereunder, or similar provisions of
federal or state statutory law; (iv) for acts or omissions that involve
intentional misconduct or a knowing and culpable violation of law; (v)
for acts or omissions that the Indemnitee believes to be contrary to
the best interests of the Company or its shareholders or that involve
the absence of good faith on the part of the Indemnitee; (vi) for any
transaction in which the Indemnitee derived an improper personal
benefit; (vii) for acts or omissions that show a reckless disregard for
the Indemnitee's duty to the Company or its shareholders in
circumstances in which the Indemnitee was aware, or should have been
aware, in the ordinary course of performing the Indemnitee's duties, of
a risk of serious injury to the Company or its shareholders; (viii) for
acts or omissions that constitute an unexcused pattern of inattention
that amounts to an abdication of duty to the Company or its
shareholders; (ix) from liability under Sections 310 or 316 of the
California General Corporation Law; or (x) if a court of competent
jurisdiction has finally determined in the instant case that
indemnification is unlawful under the circumstances. With respect to
the exceptions set forth in Subsections (b)(iv) through (b)(ix) above,
if after the date of adoption of this amended Article VI the California
General Corporation Law is amended or interpreted judicially so as to
make such provisions inapplicable to actions other than actions brought
by or in the right of a corporation or to otherwise permit broader
indemnification rights, such broader indemnification rights shall
automatically be made a part of this Article and an Indemnitee shall be
entitled thereto.
(c) Expense Advances. Expenses incurred by Indemnitee in defending
any Proceeding relating in whole or in part to an Indemnifiable Event
shall be advanced by the Company prior to the final disposition of any
such Proceeding upon receipt by the Company of an unsecured written
undertaking by or on behalf of Indemnitee to repay all amounts so
advanced without interest if it should be determined ultimately that
Indemnitee is not entitled to be indemnified under this Article or
otherwise.
(d) Mandatory Indemnfication. Notwithstanding any provision of this
Article VI to the contrary, to the extent that Indemnitee has been
successful on the merits in defense of any Proceeding relating in whole
or in part to an Indemnifiable Event or in defense of any issue or
matter therein, Indemnitee shall be indemnified against all Expenses
incurred in connection
therewith.
(e) Partial Indemnification. If Indemnitee is entitled under any
provision of this Article to indemnification by the Company for some or
a portion of Expenses, but not, however, for the total amount thereof,
the Company shall nevertheless indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled
Section 3. NOTIFICATION AND DEFENSE OF PROCEEDING.
(a) Notice. Promptly after receipt by Indemnitee of notice of the
commencement of any Proceeding, Indemnitee shall, if a claim in respect
thereof is to be made against the Company under this article, notify
the Company of the commencement thereof, but the omission so to notify
the Company shall not relieve the Company from any liability that it
may have to Indemnitee unless such omission substantially prejudices
the Company.
(b) Defense. With respect to any Proceeding as to which Indemnitee
notifies the Company of the commencement thereof: (i) the Company shall
be entitled to participate in the Proceeding to the full extent
permitted by law and at its own expense, when, and only to the extent
that the Company, in its sole discretion, chooses to so participate;
and (ii) the Company shall be entitled to cause the Proceeding to be
defended on behalf of the Indemnitee by counsel chosen by the Company,
provided such counsel is reasonably satisfactory to Indemnitee and
provided, further, that representation by such counsel does not
constitute a conflict of interest So long as defense of the Proceeding
is being conducted by such counsel, Indemnitee shall not be entitled to
indemnity or advances for attorney's fees or expenses of other counsel
as may be separately employed by Indemnitee. The Indemnitee shall
cooperate fully with the Company's participation in any such Proceeding
and shall make available to the Company and its counsel all information
and documents reasonably available to Indemnitee which relate to the
subject of such Proceeding. The Company shall not be liable to
indemnify the Indemnitee under this Agreement with regard to any
judicial award if the Company was not given a reasonable and timely
opportunity, at its expense, to participate in the defense of such
action; the Company's liability hereunder shall not be excused if
participation in the proceeding by the Company was barred.
Section 4. REMEDY TO ENFORCE RIGHT TO INDEMNIFICATION. If a claim for
indemnity or an Expense advance under Section 2 of this Article is not
paid in full by the Company within sixty (60) days after a written
claim and any additional non-privileged information reasonably
requested by the Company concerning the claim has been received by the
Company, Indemnitee may at any time thereafter bring suit against the
Company to recover the unpaid amount of the claim, together with
interest thereon, aqd if successful in whole or in substantial part,
Indemnitee shall also be entitled to be paid the expenses of
prosecuting such claim, including reasonable attorney's fees incurred
in connection therewith. It shall be a defense to any such action
(other than an action brought to enforce a claim for Expenses incurred
in defending any Proceeding in advance of its final disposition where
the required undertaking has been tendered to the Company) that one or
more of the exceptions set forth in Section 2(b) bars indemnity, but
the burden of proving such a defense shall be on the Company. Neither
the failure of the Company (or of its full board of directors, its
directors who are not parties to the Proceeding with respect to which
indemnification is claimed, its shareholders, or independent legal
counsel) to have made a determination prior to the commencement of an
action pursuant to this Section 4 that indemnification of Indemnitee is
proper in the circumstances because Indemnitee has met any applicable
standard of conduct, nor an actual determination by any such person or
persons that Indemnitee has not met such applicable standard of
conduct, shall be a defense to such action or create a presumption that
Indemnitee has not met the applicable standard of conduct or is not
entitled to indemnity under this Article.
Section 5. BYLAW RIGHT NOT EXCLUSIVE; EXTENSION TO OTHER AGENTS. The
rights conferred by this Article shall not be exclusive of any other
right which Indemnitee may have or hereafter acquire under the General
Corporation Law of California or any oilier statute, or any provision
contained in the Company's Articles of Incorporation or Bylaws, or
under any agreement, or pursuant to a vote of shareholders or
disinterested directors, or otherwise. The board of directors shall
have the right, without further shareholder approval, to extend the
provisions of this Amended Article VI to non-officer employees and
other agents of the Company with respect to Indemnifiable Events as to
such employees and other agents.
Section 6. INSURANCE. The Company may purchase and maintain insurance
on behalf of its directors and officers against any liability asserted
against or incurred by any of them by reason of the fact that such
person is or was a director or officer of the Company whether or not
the Company would have the power to indemnify such persons against such
liability under the General Corporation Law of California.
Section 7. REPEAL OR MODIFICATION; APPLICABILITY TO PENDING ACTIONS.
No repeal or modification of this Article shall adversely affect any
right of an Indemnitee with respect to any proceeding or part thereof
based upon acts, omissions or occurrences antedating such repeal or
modification. This amended Bylaw shall not apply with respect to
Proceedings pending at the date of approval hereof by the shareholders
of the Company. In such cases, the predecessor Article VI shall, in
addition to all other rights which may exist, be applicable.
Section 8. NO WAIVER. No waiver of any of the provisions of this
Article shall operate as a waiver of any other provisions hereof
(whether or not similar), nor shall such waiver constitute a continuing
waiver. Except as specifically provided herein, no failure to exercise
or any delay in exercising any right or remedy hereunder shall
constitute a waiver thereof.
Section 9. NO DUPLICATION OF PAYMENTS. The Company shall not be liable
under this Article to make any payment in connection with any claim
made against Indemnitee to the extent Indemnitee has otherwise received
payment under any insurance policy, Bylaw, or otherwise of the amounts
otherwise indemnifiable hereunder.
Section 10. Binding Effect. This Article shall be a binding contract
between the Company and each Indemnitee made in partial consideration
of the Indemnitee's ongoing services to the Company and shall inure to
the benefit of, bind and be enforceable by the Company and each
Indemnitee and their respective successors (including any direct or
indirect successor by purchase, merger, consolidation, or otherwise to
all or substantially all of the business and/or assets of the Company),
spouses, heirs, and personal and legal representatives. The Company
shall require and cause any successor (whether direct or indirect by
purchase, merger, consolidation, or otherwise) to all, substantially
all, or a substantial part, of the business and/or assets of the
Company, by written agreement, expressly to assume and agree to perform
the provisions of this Article in the same manner and to the same
extent that the Company would be required to perform if no such
succession had taken place. The Indemnification provided under this
Article shall continue as to Indemnitee for any action taken or not
taken while serving in an indemnified capacity pertaining to an
Indemnifiable Event even though he may have ceased to serve in such
capacity at the time of any Proceeding.
Section 11. Severability. If any provision (or portion thereof) of
this Article shall be held by a court of competent jurisdiction to be
invalid, void, or otherwise unenforceable, the remaining provisions
shall remain enforceable to the fullest extent permitted by law.
Furthermore, to the fullest extent possible, the provisions of this
Article (including, without limitation, each portion of this Article
containing any provision held to be invalid, void, or otherwise
unenforceable, that is not itself invalid, void, or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, void, or unenforceable."
ARTICLE VII
RECORDS AND REPORTS
Section 1. 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 of record
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 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 agent's 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
holder's interests as a shareholder or as the holder of a voting trust
certificate. Any inspection and copying under this Section 1 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 2. 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.
Section 3. 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 or at
the offices of the corporation's accountants or attorneys. 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 holder's 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 4. INSPECTION 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. ANNUAL REPORT TO SHAREHOLDERS. The corporation shall
cause an annual report to be sent to the shareholders within the time
required by California Corporation's Code Section 1501. The form and
content of said report shall comply with the requirements of said
section and with the requirements of the federal Securities and
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder if applicable.
Section 6. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation
shall each year file with the Secretary of State of the State of
California, on the prescribed form, a statement setting forth the
authorized number of directors, the names and complete business or
residence addresses of all incumbent directors, the names and complete
business or residence addresses of the chief executive officer,
secretary, and chief financial officer, the street address of its
principal executive office or principal business office in this State,
and the general type of business constituting the principal business
activity of the corporation, together with a designation of the agent
of the corporation for the purpose of service of process, all in
compliance with Section 1502 of the Corporations Code of California.
ARTICLE VIII
GENERAL CORPORATE MATTERS
Section 1. 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 of record on the date
so fixed are entitled to receive the dividend, distribution, or
allotment or 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.
Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks,
drafts, or other orders for payment of money, notes, or other evidences
of indebtedness, 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 3. 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 4. 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 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. LOST CERTIFICATES. Except as provided in this Section 5,
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 6. 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 7. TRANSFER AND REGISTRY AGENTS. The corporation may, from
time to time, maintain one or more transfer offices or agencies and/or
registry offices at such place or places as may be determined from time
to time by the board of directors; and the board of directors may, from
time to time, define the duties of such transfer agents and registrars
and make such rules and regulations as it may deem expedient, not
inconsistent with these Bylaws, concerning the issue, transfer and
registration of certificates for stock of the corporation.
Section 8. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherw1se, the general prov1sions, 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.
Section 9. CONFLICT WITH LAW. In the event any provision of these
Bylaws conflicts with any applicable law of the Unites States or the
State of California, or with any order, rule, regulation, decree or
judgment of any governmental body or power or court having jurisdiction
over the corporation, or over the subject matter to which such bylaw
provision applies, or with any rules or order of a stock exchange or
such bylaw provision shall be deemed, amended only to the extent
necessary to resolve an unavoidable conflict and shall in all other
respects be in full force and effect.
ARTICLE IX
AMENDMENTS
Section 1. AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or
these bylaws may be amended or repealed by the vote or written consent
of holders of a majority of the outstanding shares entitled to vote;
provided, however, that if the articles of 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 2. AMENDMENT BY DIRECTORS. Subject to the rights of the
shareholders provided in Section 1 of this Article IX, bylaws, other
than a bylaw or an amendment of a bylaw changing the authorized number
of directors, may be adopted, amended, or repealed by the board of
directors.
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