BY-LAWS
OF
First Community Bancorp
ARTICLE I
Shareholders
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Section 1.1. Annual Meetings. An annual meeting of shareholders shall
be held for the election of directors on a date and at a time and place either
within or without the State of California fixed by resolution of the Board of
Directors. Any other proper business may be transacted at the annual meeting,
except as limited by the notice requirements of subdivisions (a) and (d) of
Section 601 of the California General Corporation Law.
Section 1.2. Special Meetings. Special meetings of the shareholders may
be called at any time by the Board of Directors, the Chairman of the Board or
the holders of shares entitled to cast not less than ten percent of the votes at
the meeting, such meeting to be held on a date and at a time and place either
within or without the State of California as may be stated in the notice of the
meeting.
Section 1.3. Notice of Meetings. Whenever shareholders are required or
permitted to take any action at a meeting a written notice of the meeting shall
be given not less than ten nor more than sixty days before the date of the
meeting to each shareholder entitled to vote thereat. Such notice shall state
the place, date and hour of the meeting, and (i) in the case of a special
meeting, the general nature of the business to be transacted, and no other
business may be transacted, or (ii) in the case of the annual meeting, those
matters which the Board, at the time of the mailing of the notice, intends to
present for action by the shareholders. The notice of any meeting at which
directors are to be elected shall include a list of the names of the nominees
intended at the time of the mailing of the notice to be presented by the Board
for election.
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Notice of a shareholders' meeting or any report shall be given either
personally or by first-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; or if no such address appears or is given, at the place where
the principal executive office of the corporation is located or by publication
at least once in a newspaper of general circulation in the county in which the
principal executive office is located. The notice or report shall be deemed to
have been given at the time when delivered personally or deposited in the mail
or sent by other means of written communication. An affidavit of mailing of any
notice or report in accordance with the provisions of this by-law, executed by
the Secretary, Assistant Secretary or any transfer agent, shall be prima facie
evidence of the giving of the notice or report.
If any notice or report addressed to the shareholder at the address of
such shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice or report to the
shareholder at such address, all future notices or reports shall be deemed to
have been duly given without further mailing if the same shall be available for
the shareholder upon written demand of the shareholder at the principal
executive office of the corporation for a period of one year from the date of
the giving of the notice or report to all other shareholders.
Except as otherwise prescribed by the Board of Directors in particular
instances and except as otherwise provided by subdivision (c) of Section 601 of
the California General Corporation Law, the Secretary shall prepare and give, or
cause to be prepared and given, the notice of meetings of shareholders.
Section 1.4. Adjournments. When a shareholders' meeting is adjourned to
another time or place, except as otherwise provided in this Section 1.4, notice
need not be given of any such adjourned meeting if the time and place thereof
are announced at the meeting at which the adjourn-
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ment is taken. At the adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting. If the
adjournment is for more than 45 days or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting.
Section 1.5. Validating Meeting of Shareholders; Waiver of Notice. The
transactions of any meeting of shareholders, however called and noticed, and
wherever held, are as valid as though had at a meeting duly held after regular
call and notice, if a quorum is present either in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to vote, not
present in person or by proxy, signs a written waiver of notice or a consent to
the holding of the meeting or an approval of the minutes thereof. All such
waivers, consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting. Attendance of a person at a meeting
shall constitute a waiver of notice of and presence at such 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 but not so
included, if such objection is expressly made at the meeting. Neither the
business to be transacted at nor the purpose of any regular or special meeting
of shareholders need be specified in any written waiver of notice, consent to
the holding of the meeting or approval of the minutes thereof, except as
required by subdivision (f) of Section 601 of the California General Corporation
Law.
Section 1.6. Quorum. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of the
shareholders. If a quorum is present, the affirmative vote of a majority of the
shares represented and voting at the meeting (which shares voting affirmatively
also constitute a majority of the required quorum) shall be the act of the
shareholders, unless the vote of a majority or higher percentage of all
outstanding shares is required by law or by the articles of incorporation, and
except as otherwise provided in this
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Section 1.6. The shareholders present at a duly called or held meeting at which
a quorum is present may continue to transact business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum. In the absence of a
quorum, any meeting of shareholders may be adjourned from time to time by the
vote of a majority of the shares represented either in person or by proxy, but
no other business may be transacted, except as provided in this Section 1.6.
Section 1.7. Organization. Meetings of shareholders shall be presided
over by the Chairman of the Board of Directors, if any, or in the absence of the
Chairman of the Board by the Vice Chairman of the Board, if any, or in the
absence of the Vice Chairman of the Board by a Managing Director, or in the
absence of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen at the
meeting. The Secretary, or in the absence of the Secretary, an Assistant
Secretary, shall act as secretary of the meeting, or in their absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.
Section 1.8. Voting. Unless otherwise provided in the articles of
incorporation, each outstanding share, regardless of class, shall be entitled to
one vote on each matter submitted to a vote of shareholders.
Any holder of shares entitled to vote on any matter may vote part of
the shares in favor of the proposal and refrain from voting the remaining shares
or vote them against the proposal, other than elections to office, but, if the
shareholder fails to specify the number of shares such shareholder is voting
affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to all shares such shareholder is entitled to
vote.
Section 1.9. Shareholder's Proxies. Every person entitled to vote
shares may authorize another person or persons to act by proxy with respect to
such shares. Any proxy purporting to be executed in accordance with the
provisions of Section 705 of the California General
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Corporation Law shall be presumptively valid. No proxy shall be valid after the
expiration of eleven months from the date thereof unless otherwise provided in
the proxy. Every proxy continues in full force and effect until revoked by the
person executing it prior to the vote pursuant thereto, except as otherwise
provided in this Section 1.9. Such revocation may be effected by a writing
delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by the person executing the prior proxy and presented
to the meeting, or as to any meeting by attendance at such meeting and voting in
person by the person executing the proxy. A proxy is not revoked by the death or
incapacity of the maker unless, before the vote is counted, written notice of
such death or incapacity is received by the corporation. A proxy may be made
irrevocable under the circumstances set forth in subdivision (e) of Section 705
of the California General Corporation Law. Any form of proxy distributed to ten
or more shareholders shall conform to the requirements of Section 604 of the
California General Corporation Law.
Section 1.10. Inspectors. In advance of any meeting of shareholders the
Board of Directors may appoint inspectors of election to act at the meeting and
any adjournment thereof. If inspectors of election are not so appointed, or if
any persons so appointed fail to appear or refuse to act, the chairman of any
meeting of shareholders may, and on the request of any shareholder or a share
holder's proxy shall, appoint inspectors of election (or persons to replace
those who so fail or refuse) at the meeting. The number of inspectors shall be
either one or three. If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares represented in person or by
proxy shall determine whether one or three inspectors are to be appointed.
The inspectors of election shall 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,
receive votes, ballots or consents, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
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the result and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders.
The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three inspectors of election, the decision, act or certificate of
a majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima
facie evidence of the facts stated therein.
Section 1.11. Fixing Date for Determination of Shareholders of Record.
In order that the corporation may determine the shareholders entitled to notice
of any meeting or to vote or to express consent to corporate action in writing
without a meeting or 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, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty nor less than ten days prior
to the date of such meeting nor more than sixty days prior to any other action.
If no record date is fixed: (1) 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; (2) the record
date for determining shareholders entitled to give consent to corporate action
in writing without a meeting, when no prior action by the Board has been taken,
shall be the day on which the first written consent is given; and (3) the record
date for determining shareholders for any other purpose shall be at the close of
business on the day on which the Board adopts the resolution relating thereto or
the sixtieth day prior to the date of such other action, whichever is later. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting unless the
Board fixes a new record date for the adjourned meeting, but the Board shall fix
a new record date if the meeting is adjourned for more than 45 days from the
date set for the original meeting.
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Section 1.12. Advance Notice of Nomination of Directors. At any annual
or special meeting of shareholders, persons nominated for election as directors
by shareholders shall be considered only if advance notice thereof has been
timely given as provided herein and such nominations are otherwise proper for
consideration under applicable law and the certificate of incorporation and by-
laws of the Corporation. Notice of the name of any person to be nominated by any
shareholders for election as a director of the Corporation at any meeting of
shareholders shall be delivered to the Secretary of the Corporation at its
principal executive office not less than 60 nor more than 90 days prior to the
date of the meeting; provided, however, that if the date of the meeting is first
publicly announced or disclosed (in a public filing or otherwise) less than 70
days prior to the date of the meeting, such advance notice shall be given not
more than ten days after such date is first so announced or disclosed. Public
notice shall be deemed to have given more than 70 days in advance of the annual
meeting if the Corporation shall have previously disclosed, in these by-laws or
otherwise, that the annual meeting in each year is to be held on a determinable
date, unless and until the Board determines to hold the meeting on a different
date. Any shareholder desiring to nominate any person for election as a director
of the Corporation shall deliver with such notice a statement in writing setting
forth the name of the person to be nominated, the number and class of all shares
of each class of stock of the Corporation beneficially owned by such person, the
information regarding such person required by paragraphs (a), (e) and (f) of
Item 401 of Regulation S-K adopted by the Securities and Exchange Commission (or
the corresponding provisions of any regulation subsequently adopted by the
Securities and Exchange Commission applicable to the Corporation, such person's
signed consent to serve as a director of the Corporation if elected, such
shareholder's name and address and the number and class of all shares of each
class of stock of the Corporation beneficially owned by such shareholder. As
used herein, shares "beneficially owned" shall mean all shares as to which such
person, together with such person's affiliates and associates (as defined in
Rule 12b-2 under the Securities Exchange Act of 1934), may be deemed to
beneficially own pursuant to rules 13d-3 and 13d-5 under the Securities Exchange
Act of 1934, as well as all shares as to which such person, together with
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such person's affiliates and associates, has the right to become the beneficial
owner pursuant to any agreement or understanding, or upon the exercise of
warrants, options or rights to convert or exchange (whether such rights are
exercisable immediately or only after the passage of time or the occurrence of
conditions). The person presiding at the meeting, in addition to making any
other determinations that may be appropriate to the conduct of the meeting,
shall determine whether such notice has been duly given and shall direct that
nominees not be considered if such notice has not been given.
ARTICLE II
Board of Directors
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Section 2.1. Powers; Number; Qualifications. The business and affairs
of the Corporation shall be managed by, and all corporate powers shall be
exercised by or under, the direction of the Board of Directors, except as
otherwise provided in these by-laws or in the articles of incorporation. The
Board shall consist of between five and nine members.
Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies.
At each annual meeting of shareholders, directors shall be elected 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. Any
director may resign effective upon giving written notice to the Chairman of the
Board, the Secretary or the Board of Directors of the corporation, unless the
notice specifies a later time for the effectiveness of such resignation. If the
resignation is effective at a future time, a successor may be elected to take
office when the resignation becomes effective.
Any or all of the directors may be removed without cause if such
removal is approved by a majority of the outstanding voting shares, except that
no director may be removed (unless the entire Board of Directors is removed)
when the votes cast against removal, or not consenting in writing to such
removal, would be sufficient to elect such
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director if voted cumulatively at an election at which the same total number of
votes were cast (or, if such action is taken by written consent, all shares
entitled to vote were voted) and the entire number of directors authorized at
the time of the director's most recent election were then being elected.
Any reductions in the authorized number of directors does not remove
any director prior to the expiration of such director's term in office.
A vacancy in the Board of Directors shall be deemed to exist (a) if a
director dies, resigns, or is removed by the shareholders or an appropriate
court, as provided in Sections 303 or 304 of the California General Corporation
Law; (b) if the Board of Directors declares vacant the office of a director who
has been convicted of a felony or declared of unsound mind by an order of court;
(c) if the authorized number of directors is increased; or (d) if at any
shareholders' meeting at which one or more directors are elected the
shareholders fail to elect the full authorized number of directors to be voted
for at that meeting. Unless otherwise provided in the articles of incorporation
or these by-laws and except for a vacancy caused by the removal of a director,
vacancies on the Board may be filled by appointment by the Board. A vacancy on
the Board caused by the removal of a director may be filled only by the
shareholders, except that a vacancy created by the Board declaring an office of
a director vacant because a director has been convicted of a felony or declared
of unsound mind by an order of court may be filled by the Board.
The shareholders may elect a director at any time to fill a vacancy not
filled by the Board of Directors.
If the number of directors then in office is less than a quorum,
vacancies on the Board of Directors may be filled by the unanimous written
consent of the directors then in office, the affirmative vote of a majority of
the directors then in office at a meeting held pursuant to notice or waivers of
notice complying with Section 2.4 hereof or a sole remaining director.
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Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such places within or without the State
of California and at such times as the Board may from time to time determine.
Section 2.4. Special Meetings; Notice of Meetings; Waiver of Notice.
Special meetings of the Board of Directors may be held at any time or place
within or without the State of California whenever called by the Chairman of the
Board, by the Vice Chairman of the Board, if any, or by any two directors.
Special meetings shall be held on four days' notice by mail or 48 hours' notice
delivered personally or by telephone, telegraph or any other means of
communication authorized by Section 307 of the California General Corporation
Law. Notice delivered personally or by telephone may be transmitted to a person
at the director's office who can reasonably be expected to deliver such notice
promptly to the director.
Notice of a meeting need not be given to any director who signs a
waiver of notice or a consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice to
such director. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. A notice, or
waiver of notice, need not specify the purpose of any regular or special meeting
of the Board.
Section 2.5. Participation in Meetings by Conference Telephone
Permitted. Members of the Board, or any committee designated by the Board, may
participate in a meeting of the Board or of such committee, as the case may be,
through the use of conference telephone or similar communications equipment, so
long as all members participating in such meeting can hear one another, and
participation in a meeting pursuant to this Section 2.5 shall constitute
presence in person at such meeting.
Section 2.6. Quorum; Adjournment; Vote Required for Action. At all
meetings of the Board of Directors one-third of the authorized number of
directors or three directors, whichever is larger, shall constitute a quorum for
the transaction of business. Subject to the provisions
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of Sections 310 and 317(e) of the California General Corporation Law, every act
or decision done or made by a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board unless the articles of
incorporation or these by-laws shall require a vote of a greater number.
A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. If the meeting is
adjourned for more than 24 hours, notice of any adjournment to another time or
place shall be given prior to the time of the adjourned meeting to the directors
who were not present at the time of the adjournment.
Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, or in the absence of the Chairman of
the Board by the Vice Chairman of the Board, if any, or in their absence by a
chairman chosen at the meeting. The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in
the absence of the Secretary and any Assistant Secretary the chairman of the
meeting may appoint any person to act as secretary of the meeting.
Section 2.8. Action by Directors Without a Meeting. Any action required
or permitted to be taken by the Board of Directors, or any committee thereof,
may be taken without a meeting if all members of the Board or of such committee,
as the case may be, shall individually or collectively consent in writing to
such action. Such written consent or consents shall be filed with the minutes of
the proceedings of the Board. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.
Section 2.9. Compensation of Directors. The Board of Directors shall
have the authority to fix the compensation of directors for services in any
capacity.
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ARTICLE III
Executive and Other Committees
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Section 3.1. Executive and Other Committees of Directors. The Board of
Directors, by resolution adopted by a majority of the authorized number of
directors, may designate an executive committee and other committees, each
consisting of two or more directors, to serve at the pleasure of the Board, and
each of which, to the extent provided in the resolution, shall have all the
authority of the Board, except that no such committee shall have power or
authority with respect to the following matters:
(1) The approval of any action for which the California General
Corporation Law also requires the approval of the shareholders or of the
outstanding shares;
(2) The filling of vacancies in the Board or in any committee thereof;
(3) The fixing of compensation of the directors for serving on the
Board or on any committee thereof;
(4) The amendment or repeal of the by-laws, or the adoption of new
by-laws;
(5) The amendment or repeal of any resolution of the Board which, by
its terms, shall not be so amendable or repealable;
(6) The making of distributions to shareholders, except at a rate or in
a periodic amount or within a price range set forth in the articles or
determined by the Board of Directors;
(7) The appointment of other committees of the Board or the members
thereof;
(8) The removal or indemnification of any director; or
(9) The changing of the number of authorized directors on the Board.
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The Board of Directors may designate one or more directors as alternate
members of any such committee, who may replace any absent member or members at
any meeting of such committee.
Unless the Board of Directors otherwise provides, each committee
designated by the Board may adopt, amend and repeal rules for the conduct of its
business. In the absence of a provision by the Board of Directors or a pro-
vision in the rules of such committee to the contrary, each committee shall
conduct its business in the same manner as the Board of Directors conducts its
business pursuant to Article II of these by-laws.
ARTICLE IV
Officers
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Section 4.1. Officers; Election. As soon as practicable after the
annual meeting of shareholders in each year, the Board of Directors shall elect
a Chairman of the Board, a Secretary and a Chief Financial Officer, and it may,
if it so determines, elect from among its members a Vice Chairman of the Board.
The Board may also elect one or more Managing Directors, one or more Assistant
Secretaries, and such other officers as the Board may deem desirable or
appropriate and may give any of them such further designations or alternate
titles as it considers desirable. Any number of offices may be held by the same
person.
Section 4.2. Term of Office; Resignation; Removal; Vacancies. Except as
otherwise provided in the resolution of the Board of Directors electing any
officer, each officer shall hold office until the first meeting of the Board
after the annual meeting of shareholders next succeeding his or her election,
and until his or her successor is elected and qualified or until his or her
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Board or to the Chairman of the Board or the Secretary of the
corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall
be necessary to make it effective. The Board may remove any officer with or
without cause at any
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time. Any such removal shall be without prejudice to the contractual rights of
such officer, if any, with the corporation, but the election of an officer shall
not of itself create contractual rights. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board at any regular or special
meeting.
Section 4.3. Powers and Duties. The officers of the corporation shall
have such powers and duties in the management of the corporation as shall be
stated in these by-laws or in a resolution of the Board of Directors which is
not inconsistent with these by-laws and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board. The Secretary shall have the duty to record the proceedings of the meet
ings of the shareholders, the Board of Directors and any committees in a book to
be kept for that purpose. The Board may require any officer, agent or employee
to give security for the faithful performance of his or her duties.
ARTICLE V
Forms of Certificates; Loss
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and Transfer of Shares
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Section 5.1. Forms of Certificates. Every holder of shares in the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the Chairman or Vice Chairman of the Board of Directors, if any,
and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares and
the class or series of shares owned by such shareholder. If such certificate is
manually signed by one officer or manually countersigned by a transfer agent or
by a registrar, any other signature on the certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.
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Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new share certificate or a new
certificate for any other security in the place of any certificate theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the
corporation may require the owner of the lost, stolen or destroyed certificate,
or such owner's legal representative, to give the corporation a bond sufficient
to indemnify it against any claim that may be made against it (including any
expense or liability) on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.
ARTICLE VI
Records and Reports
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Section 6.1. Shareholder Records. The corporation shall keep at its
principal executive office or at the office of its transfer agent or registrar a
record of the names and addresses of all shareholders and the number and class
of shares held by each shareholder.
A shareholder or shareholders holding at least five percent in the
aggregate of the outstanding voting shares of the corporation, or a shareholder
who otherwise is authorized by subdivision (a) of Section 1600 of the California
General Corporation Law, may inspect and copy the record of shareholders' names
and addresses and shareholdings during usual business hours, on five days'
prior written demand on the corporation, or obtain from the corporation's
transfer agent, on written demand and tender of the transfer agent's usual
charges for this service, a list of the names and addresses of shareholders who
are entitled to vote for the election of directors, and their shareholdings, as
of the most recent record date for which a list has been compiled or as of a
specified date later than the date of demand. This list shall be made available
within five days after the demand is received or the date specified therein 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
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the holder's interests as a shareholder or holder of a voting trust certificate.
Any inspection and copying under this section 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 6.2. By-laws. 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 by-laws 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 by-laws as amended to date.
Section 6.3. Minutes and Accounting Records. The minutes of proceedings
of the shareholders, the Board of Directors, and committees of the Board, and
the accounting books and records shall be kept at the principal executive office
of the corporation, or at such other place or places as designated by the Board
of Directors. The minutes shall be kept in written form, and the accounting
books and records shall be kept either in written form or in a 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 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 of the corporation.
Section 6.4. 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
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and the right of inspection includes the right to copy and make extracts of
documents.
Section 6.5. Annual Report to Shareholders. Inasmuch as, and for as
long as, there are fewer than 100 shareholders, the requirement of an annual
report to shareholders referred to in Section 1501 of the California General
Corporation Law is expressly waived. However, nothing in this provision shall be
interpreted as prohibiting the Board of Directors from issuing annual or other
periodic reports to the shareholders, as the Board considers appropriate.
If at any time and for as long as, the number of shareholders shall
exceed 100, the Board of Directors shall cause an annual report to be sent to
the shareholders not later than 120 days after the close of the fiscal year
adopted by the corporation. This report shall be sent at least 15 days (if
third-class mail is used, 35 days) before the annual meeting of shareholders to
be held during the next fiscal year and in the manner specified for giving
notice to shareholders in these by-laws. The annual report shall contain a
balance sheet as of the end of the fiscal year and an income statement and a
statement of changes in financial position for the fiscal year prepared in
accordance with generally accepted accounting principles applied on a
consistent basis and 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
corporation's books and records.
Section 6.6. Financial Statements. The corporation shall keep a copy
of each annual financial statement, quarterly or other periodic income
statement, and accompanying balance sheets prepared by the corporation on file
in the corporation's principal office for 12 months; these documents shall be
exhibited at all reasonable times, or copies provided, to any shareholder on
demand.
If no annual report for the last fiscal year has been sent to
shareholders, on written request of any shareholder made more than 120 days
after the close of the fiscal year the corporation shall deliver or mail to the
shareholder, within 30 days after receipt of the request, a
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balance sheet as of the end of that fiscal year and an income statement and
statement of changes in financial condition for that fiscal year.
A shareholder or shareholders holding five percent or more of the
outstanding shares of any class of the corporation may request in writing an
income statement for the most recent three-month, six-month, or nine-month
period (ending more than 30 days before the date of the request) of the current
fiscal year, and a balance sheet of the corporation as of the end of that
period. If such documents are not already prepared, the Chief Financial Officer
shall cause them to be prepared and shall deliver the documents personally or
mail them to the requesting shareholders within 30 days after receipt of the
request. A balance sheet, income statement, and statement of changes in
financial position for the last fiscal year shall also be included, unless the
corporation has sent the shareholders an annual report for the last fiscal year.
Quarterly income statements and balance sheets referred to in this
Section 6.6 shall be accompanied by the report thereon, if any, of any
independent accountant engaged by the corporation or the certificate of an
authorized corporate officer stating that the financial statements were prepared
without audit from the corporation's books and records.
Section 6.7. Form of Records. Any records maintained by the
corporation in the regular course of its business, with the exception of minutes
of the proceedings of the shareholders, and of the Board of Directors and its
committees, but including the corporation's stock ledger and books of account,
may be kept on, or be in the form of magnetic tape, photographs,
microphotographs or any other information storage device, provided that the
records so kept can be converted into clearly legible form within a reasonable
time. The corporation shall so convert any records so kept upon the request of
any person entitled to inspect the same.
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ARTICLE VII
Miscellaneous
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Section 7.1. Principal Executive or Business Offices. The Board of
Directors shall fix the location of the principal executive office of the
corporation at any place either within or without the State of California. If
the principal executive office is located outside California and the corporation
has one or more business offices in California, the Board shall designate one of
these offices as the corporation's principal business office in California.
Section 7.2. Fiscal Year. The fiscal year of the corporation shall be
determined by the Board of Directors.
Section 7.3. Seal. The corporation may have a corporate seal which
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.
Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or between the
corporation and any other corporation, firm or association in which one or more
of its directors are directors, or have a financial interest, shall be void or
voidable solely for this reason, or solely because such director or directors
are present at the meeting of the Board of Directors or committee thereof which
authorizes, approves or ratifies the contract or transaction, or solely because
his or her or their votes are counted for such purpose, if: (1) the material
facts as to his or her relationship or interest and as to the contract or
transaction are fully disclosed or are known to the shareholders and such
contract or transaction is approved by the shareholders in good faith with the
shares owned by the interested director or directors not being entitled to vote
thereon; (2) the material facts as to his or her relationship or interest and as
to the contract or transaction are fully disclosed or are known to the Board or
the committee, and the Board or committee authorizes,
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approves or ratifies the contract or transaction in good faith by a vote
sufficient without counting the vote of the interested director or directors and
the contract or transaction is just and reasonable as to the corporation at the
time it was authorized, approved or ratified; or (3) the contract or transaction
is fair as to the corporation as of the time it is authorized, approved or
ratified, by the Board, a committee thereof or the shareholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board or of a committee which authorizes the contract or
transaction.
Section 7.5. Indemnification. The corporation shall, to the maximum
extent and in the manner permitted by the California General Corporation Law
(the "Code"), indemnify each of its directors and officers against expenses (as
defined in subdivision (a) of Section 317 of the Code), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding (as defined in subdivision (a) of Section 317 of the Code),
arising by reason of the fact that such person is or was an agent of the
corporation. For purposes of this Section 7.5, a "director" or "officer" of the
corporation includes any person (i) who is or was a director or officer of the
corporation, (ii) who is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or (iii) who was a director or officer of a corporation which
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.
The corporation shall have the power, to the extent and in the manner
permitted by the Code, to indemnify each of its employees and agents (other than
directors and officers) against expenses (as defined in subdivision (a) of
Section 317 of the Code), judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding (as defined
in subdivision (a) of Section 317 of the Code), arising by reason of the fact
that such person is or was an agent of the corporation. For purposes of this
Section 7.5, an "employee" or "agent" of the corporation includes any person (i)
who is or was an employee or agent of the corporation, (ii) who is or was
serving at the request of the corporation as an employee or
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agent of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was an 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.
Section 7.6. Amendment of By-Laws. To the extent permitted by law these
by-laws may be amended or repealed, and new by-laws adopted, by the Board of
Directors. The shareholders entitled to vote, however, retain the right to adopt
additional by-laws and may amend or repeal any by-law whether or not adopted by
them.
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