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CERTIFICATE
I, Judy Gomez, do hereby certify that:
1. I am Assistant Secretary of BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
(formerly known as BT trust Company of California, National Association), a
corporation duly organized and validly existing under the laws of the United
State of America (the "Company");
2. Attached hereto is a true, correct and complete copy of the By-Laws
of the Company as in effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of BANKERS
TRUST COMPANY OF CALIFORNIA, N.A. this 14th day of May, 1999.
/s/ Judy L. Gomez
Assistant Secretary
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BANKERS TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION
BY-LAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of the
shareholders for the election of directors and the transaction of whatever other
business may properly come before the meeting, shall be held at the Main Office
of the Association, 400 South Hope Street, Los Angeles, California or such other
places as the Board of Directors may designate, at 11 a.m. on the third
Wednesday of March of each year. Notice of such meeting shall be mailed, postage
prepaid, at least ten days prior to the date thereof, addressed to each
shareholder at his address appearing on the books of the Association. If, for
any cause, an election of directors is not made on the said day, the Board of
Directors shall order the election to be held on some subsequent day, as soon
thereafter as practicable, according to the provisions of law; and notice
thereof shall be given in the manner herein provided for the annual meeting.
Section 1.2. Special Meetings. Except as otherwise specifically
provided by statue, special meetings of the shareholders may be called for any
purpose at any time by the Board of Directors or by any one or more shareholders
owning, in the aggregate, not less than twenty five percent (25%) of the stock
of the Association. Every such special meeting, unless otherwise provided by
law, shall be called by mailing, postage prepaid, not less than ten days prior
to the date fixed for such meeting, to each shareholder at his address appearing
on the books of the Association a notice stating the purpose of the meeting.
Section 1.3. Nominations for Director. Nominations for election to
the Board of Directors may be made by the Board of Directors or by any
stockholder of any outstanding class of capital stock of the Association
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entitled to vote for the election of directors. Nominations, other than those
made by or on behalf of the existing management of the Association, shall be
made in writing and shall be delivered or mailed to the President of the Bank
and to the Comptroller of the Currency, Washington, D.C., not less than 14 days
nor more than 50 days prior to any meeting of shareholders called for the
election of directors, provided however, that if less than 21 days' notice of
the meeting is given to shareholders, such nomination shall be mailed or
delivered to the President of the Bank and to the Comptroller of the Currency
not later than the close of business on the seventh day following the day on
which the notice of meeting was mailed. Such notification shall contain the
following information to the extent known to the notifying 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 Bank
that 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 Bank owned by the notifying shareholder. Nominations not made in accordance
herewith may, in his/her discretion, be disregarded by the Chairperson of the
meeting, and upon his/her instructions, the vote tellers may disregard all votes
cast for each such nominee.
Section 1.4. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.
Section 1.5. Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; and less than a quorum may
adjourn any meeting, from time to time, and the
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meeting may be held, as adjourned, without further notice. A majority of the
votes cast shall decide every question or matter submitted to the shareholders
at any meeting, unless otherwise provided by law or by the Articles of
Association.
ARTICLE II
Directors
Section 2.1. Board of Directors. The board of directors(hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
said Board.
Section 2.2. Number. The Board shall consist of not less than five
nor more than twenty-five shareholders, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution of the
shareholders at any meeting thereof; provided, however, that a majority of the
full Board of Directors may not increase the number of directors to a number
which; (i) exceeds by more than two the number of directors last elected by
shareholders where such number was fifteen or less; and (ii) to a number which
exceeds by more than four the number of directors last elected by shareholders
where such number was sixteen or more, but in no event shall the number of
directors exceed twenty-five.
Section 2.3. Organization Meeting. The Secretary, upon receiving the
certificate of the judges, of the result of any election, shall notify the
directors-elect of their election and of the time at which they are required to
meet at the Main Office of the Association for the purpose of organizing the new
Board and electing and appointing officers of the Association for the succeeding
year. Such meeting shall be held on the day of the election or as soon
thereafter
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as practicable, and, in any event, within thirty days thereof. If, at any time
fixed for such meeting, there shall not be a quorum present, the directors
present may adjourn the meeting, from time to time, until a quorum is obtained.
Section 2.4. Regular Meetings. Regular Meetings of the Board of
Directors shall be held from time to time, at such time as may be designated
from time to time by the Board of Directors and communicated to all directors.
Such meetings shall be held in the Main Office of the Association, subject to
the provisions of Section 2.6 below, and at least one such meeting shall be held
during any two consecutive calendar months.
Section 2.5. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairperson or President of the Association, or
at the request of two or more directors. Each member of the Board of Directors
shall be given notice stating the time and place, by telegram, letter, or in
person, of each such special meeting.
Section 2.6. Quorum. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by law; but a less number
may adjourn any meeting, from time to time , and the meeting may be held, as
adjourned, without further notice. Any one or more directors may participate in
a meeting of the Board by means of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear each other at the same time. Participation by such means shall
constitute presence in person at such a meeting. The vote of a majority of the
directors present at the time of the vote, if a quorum is present at such time,
shall be the act of the Board except as may be otherwise provided by statute or
the By-Laws.
Section 2.7. Vacancies. When any vacancy occurs among the
directors, the remaining members of the Board, in accordance with the laws of
the United States, may
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appoint a director to fill such vacancy at any regular meeting of the Board, or
at a special meeting called for the purpose.
ARTICLE III
Committees of the Board
Section 3.1. Examining Committee. There shall be an Examining
Committee appointed annually by the Board which shall consist of two directors,
who are not also officers of the Association, one of whom shall be designated by
the Board as the Chairperson thereof. Such Committee shall conduct the annual
directors' examination of the Association as required by the Comptroller of the
Currency; shall review the reports of all examinations made of the Association
by public authorities and report thereon to the Board; and shall report to the
Board such other matters as it deems advisable with respect to the Association,
its various departments and the conduct of its operations.
In the performance of its duties, the Examining Committee may employ
or retain, from time to time, expert assistants, independent of the officers or
personnel of the Association, to make such studies of the Association's assets
and liabilities as the Committee may request and to make an examination of the
accounting and auditing methods of the Association and its system of internal
protective controls to the extent considered necessary or advisable in order to
determine that the operations of the Association, including its fiduciary
department, are being audited by the Auditor in such a manner as to provide
prudent and adequate protection. The Committee also may direct the Auditor to
make such investigation as it deems necessary or advisable with respect to the
Association, its various departments and
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the conduct of its operations. The Committee shall hold regular quarterly
meetings and during the intervals thereof shall meet at other times on call of
the Chairperson.
Section 3.2. Investment Committee. There shall be an investment
committee composed of two directors, appointed by the board annually or more
often. The investment committee shall have the power to insure adherence to the
investment policy, to recommend amendments thereto, to purchase and sell
securities, to exercise authority regarding investment and to exercise, when the
board is not In session, all other powers of the Board regarding investment
securities that may be lawfully delegated. The investment committee shall keep
minutes of its meetings, and such minutes shall be submitted at the next regular
meeting of the Board of Directors at which a quorum is present, and any action
taken by the board with respect thereto shall be entered in the minutes of the
Board.
Section 3.3. Other Committees. The Board of Directors may appoint,
from time to time, from its own members, other committees of one or more
persons, for such purposes and with such powers as the Board may determine.
ARTICLE IV
Officers and Employees
Section 4.1. Chairperson of the Board. The Board of Directors shall
appoint one of its members to be Chairperson of the Board to serve at the
pleasure of the Board. Such person shall preside at all meetings of the Board of
Directors. The Chairperson of the Board shall supervise the carrying out of the
policies adopted or approved by the Board; shall have general executive powers,
as well as the specific powers conferred by these By-Laws; shall
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also have and may exercise such further powers and duties as from time to time
may be conferred upon, or assigned by the Board of Directors.
Section 4.2. President. The Board of Directors shall appoint one of
its members to be President of the Association. In the absence of the
Chairperson, the President shall preside at any meeting of the Board. The
President shall have general executive powers, and shall have and may exercise
any and all other powers and duties pertaining by law, regulation, or practice,
to the Office of the President, or imposed by these By-Laws. The President 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 4.3. Vice President. The Board of Directors shall appoint
one or more Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned by the Board of Directors. One Vice President shall be
designated by the Board of Directors, in the absence of the President, to
perform all the duties of the President.
Section 4.4. Secretary. The Board of Directors shall appoint a
Secretary or other designated officer who shall be Secretary of the Board and of
the Association, and shall keep accurate minutes of all meetings. The Secretary
shall attend to the giving of all notices required by these By-Laws to be given;
shall be custodian of the corporate seal, records, documents and papers of the
Association; shall provide for the keeping of proper records of all transactions
of the Association; shall have and may exercise any and all other powers and
duties pertaining by law, regulation or practice, to the office of the
Secretary, or imposed by these By-Laws; and shall also perform such other duties
as may be assigned from time to time, by the Board of Directors.
Section 4.5. Other Officers. The Board of Directors may appoint one
or more assistant vice presidents, one or more trust officers, one or more
assistant trust officers, one or
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more assistant secretaries, one or more assistant treasurers, and such other
officers and attorneys-in-fact as from time to time may appear to the Board of
Directors to be required or desirable to transact the business of the
Association. Such officers shall respectively exercise such powers and perform
such duties as pertain to their several offices, or as may be conferred upon, or
assigned to, them by the Board of Directors, the Chairperson of the Board, or
the President.
Section 4.6. Tenure of Office. The President and all other officers
shall hold office for the current year for which the Board was elected, unless
they shall resign, become disqualified, or be removed; and any vacancy
occurring in the office of President shall be filled promptly by the Board of
Directors.
ARTICLE V
Trust Department
Section 5.1. Trust Department. There shall be a department of the
Association known as the trust department which shall perform the fiduciary
responsibilities of the Association.
Section 5.2. Trust Officer. There shall be a trust officer of this
Association whose duties shall be to manage, supervise and direct all the
activities of the trust department. Such person shall do or cause to be done all
things necessary or proper in carrying on the business of the trust department
according to provisions of law and applicable regulations; and shall act
pursuant to opinion of counsel where such opinion is deemed necessary. Opinions
of counsel shall be retained on file in connection with all important matters
pertaining to fiduciary activities. The trust officer shall be responsible for
all assets and documents held by the
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Association in connection with fiduciary matters. The Board of Directors may
appoint other officers of the trust department as it may deem necessary, with
such duties as may be assigned.
Section 5.3. Trust Investment Committee. There shall be a trust
investment committee of this Association composed of two members, who shall be
capable and experienced officers and directors of the Association. All
investments of funds held in a fiduciary capacity shall be made, retained or
disposed of only with the approval of the trust investment committee; and the
committee shall keep minutes of all its meetings, showing the disposition of all
matters considered and passed upon by it. The committee shall, promptly after
the acceptance of an account for which the bank has investment responsibilities,
review the assets thereof, to determine the advisability of retaining or
disposing of such assets. The committee shall conduct a similar review at least
once during each calendar year thereafter and within 15 months of the last
review. A report of all such reviews, together with the action taken as a result
thereof, shall be noted in the minutes of the committee.
Section 5.4. Trust Audit Committee. The Board of Directors shall
appoint a committee of two Directors, exclusive of any active officer of the
Association, which shall, at least once during each calendar year within fifteen
months of the last such audit make suitable audits of the Trust Department or
cause suitable audits to be made by auditors responsible only to the Board of
Directors, and at such time shall ascertain whether the department has been
administered in accordance with law, 12 Code of Federal Regulations, Section 9,
and sound fiduciary principles.
Section 5.5. Trust Department Files. There shall be maintained in
the Trust Department files containing all fiduciary records necessary to assure
that its fiduciary responsibilities have been properly undertaken and
discharged.
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Section 5.6. Trust Investments. Funds held in a fiduciary capacity
shall be invested in accordance with the instrument establishing the fiduciary
relationship and appropriate local law. Where such instrument does not specify
the character and class of investments to be made and does not vest in the bank
a discretion In the matter, funds held pursuant to such instrument shall be
invested in investments in which corporate fiduciaries may invest under
appropriate local law.
ARTICLE VI
Stock and Stock Certificate
Section 6.1. Transfers. Shares of stock shall be transferable on the
books of the Association, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall, in proportion to his shares, succeed to all rights of the
prior holder of such shares.
Section 6.2. Stock Certificates. Certificates of stock shall bear
the signature of the President (which may be engraved, printed or impressed),
and shall be signed manually or by facsimile process by the Secretary, Assistant
Secretary, Cashier, Assistant Cashier, or any other officer appointed by the
Board of Directors for that purpose, to be known as an Authorized Officer, and
the seal of the Association shall be engraved thereon. Each certificate shall
recite on its face that the stock represented thereby is transferable only upon
the books of the Association properly endorsed.
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ARTICLE VII
Corporate Seal
The President, the Cashier, the Secretary or any Assistant Cashier
or Assistant Secretary, or other officer thereunto designated by the Board of
Directors, shall have authority to affix the corporate seal to any document
requiring such seal, and to attest the same. Such seal shall be substantially in
the following form:
(Impression)
( of )
( Seal )
ARTICLE VIII
Miscellaneous Provisions
Section 8.1. Fiscal Year. The Fiscal Year of the Association shall
be the calendar year.
Section 8.2. Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
in behalf of the Association by the Chairperson of the Board, or the President,
or any Vice President, or the Secretary, or the Cashier, or, if in connection
with exercise of fiduciary powers of the Association, by any of said officers or
by any Trust Officer. Any such instruments may also be executed, acknowledged,
verified, delivered or accepted in behalf of the Association in such other
manner and by such other officers as the Board of
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Directors may from time to time direct. The provisions of this Section 8.2.
are supplementary to any other provision of these By-Laws.
Section 8.3. Records. The Articles of Association, the By-Laws and
the proceedings of all meetings of the shareholders, the Board of Directors, and
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, or other officer appointed to act as Secretary of the meeting.
ARTICLE IX
By-Laws
Section 9.1. Inspection. A copy of the By-Laws, with all amendments
thereto, shall at all times be kept in a convenient place at the Main Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.
Section 9.2. Amendments. The By-Laws may be amended, altered or
repealed, at any regular meeting of the Board of Directors, by a vote of a
majority of the total number of the Directors.
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