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EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS OF
SPECIALTY LABORATORIES, INC.
ARTICLE I
CORPORATE OFFICES
1.1 PRINCIPAL OFFICE. 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
California and the corporation has one or more business offices in California,
then the Board of Directors shall fix and designate a principal business office
in California.
1.2 OTHER OFFICES. The Board of Directors may at any time establish branch
or subordinate offices at any place or places.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.1 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 or any place consented to in
writing by all persons entitled to vote at such meeting, given before or after
the meeting and filed with the Secretary of the corporation.
2.2 ANNUAL MEETING. An annual meeting of shareholders shall be held each
year on a date and at a time designated by the Board of Directors. At that
meeting, directors shall be elected. Any other proper business may be transacted
at the annual meeting of shareholders.
2.3 SPECIAL MEETINGS. Special meetings of the shareholders may be called
at any time, subject to the provisions of Sections 2.4 and 2.5 of these Bylaws,
by the Board of Directors, the Chairman of the Board, the President or the
holders of shares entitled to cast not less than fifty percent (50%) of the
votes at that meeting.
If a special meeting is called by anyone other than the Board of
Directors or the President or the Chairman of the Board, then 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 other written communication to the Chairman of the Board,
the President, any Vice President or the Secretary of the corporation. The
officer receiving the request shall cause notice to be given to the shareholders
entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of
these Bylaws, that a meeting will be held at the time requested by the person or
persons calling the meeting, so long as that time is 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, then
the person or persons requesting the meeting may give the notice. Nothing
contained in this paragraph of this Section 2.3 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.
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2.4 NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 2.5 of
these Bylaws not less than ten (10) (or, if sent by third-class mail pursuant to
Section 2.5 of these Bylaws, not less than thirty (30)) nor more than sixty (60)
days before the date of the meeting to each shareholder entitled to vote
thereat. Such notice shall state the place, date, and hour of the meeting and
(i) in the case of a special meeting, the general nature of the business to be
transacted, and no business other than that specified in the notice may be
transacted, or (ii) in the case of the annual meeting, those matters which the
Board of Directors, at the time of the mailing of the notice, intends to present
for action by the shareholders, but, subject to the provisions of the next
paragraph of this Section 2.4, any proper matter may be presented at the meeting
for such action. The notice of any meeting at which directors are to be elected
shall include the names of nominees intended at the time of the notice to be
presented by the Board 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 California Corporations Code (the
"Code"), (ii) an amendment of the Articles of Incorporation, pursuant to Section
902 of the Code, (iii) a reorganization of the corporation, pursuant to Section
1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to
Section 1900 of the Code, or (v) a distribution in dissolution other than in
accordance with the rights of any outstanding preferred shares, pursuant to
Section 2007 of the Code, then the notice shall also state the general nature of
that proposal.
2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of a
shareholders' meeting shall be given either personally or by first-class mail,
or, if the corporation has outstanding shares held of record by five hundred
(500) or more persons (determined as provided in Section 605 of the Code) on the
record date for the shareholders' meeting, notice may be sent by third-class
mail, or other means of written communication, addressed to the shareholder at
the address of the 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 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.
If any notice (or any report referenced in Article VII of these
Bylaws) addressed to a 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 to the shareholder at that address, all future
notices or reports shall be deemed to have been duly given without further
mailing if the same shall be available to the shareholder upon written demand of
the shareholder at the principal executive office of the corporation for a
period of one (1) year from the date of the giving of the notice.
An affidavit of mailing of any notice or report in accordance with the
provisions of this Section 2.5, executed by the Secretary, Assistant Secretary
or any transfer agent, shall be prima facie evidence of the giving of the notice
or report.
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2.6 QUORUM. Unless otherwise provided in the Articles of Incorporation of
the corporation, shares entitled to vote and holding a majority of the voting
power, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. 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 shares
holding at least a majority of the voting power 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 the last sentence of the preceding paragraph.
2.7 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 shares entitled to vote and holding a majority of the voting power,
represented in person or by proxy, at that meeting.
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 its time and place are announced at the meeting at which the
adjournment is taken. However, if the adjournment is for more than forty-five
(45) days from the date set for the original meeting or if a new record date for
the adjourned meeting is fixed, a notice of the adjourned meeting shall be given
to each shareholder of record entitled to vote at the adjourned meeting in
accordance with the provisions of Sections 2.4 and 2.5 of these Bylaws. At any
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.
2.8 VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of Section
2.11 of these Bylaws, subject to the provisions of Sections 702 through 704 of
the Code (relating to voting shares held by a fiduciary, in the name of a
corporation, or in joint ownership).
Elections for directors and voting on any other matter at a
shareholders' meeting need not be by ballot unless a shareholder demands
election by ballot at the meeting and before the voting begins.
Except as provided in the last paragraph of this Section 2.8, or as
may be otherwise provided in the Articles of Incorporation, each outstanding
share, regardless of class, shall be entitled to one (1) vote on each matter
submitted to a vote of the 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 may 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
which the shareholder is entitled to vote.
The affirmative vote of shares holding a majority of the voting power,
represented and voting at a duly held meeting at which a quorum is present
(which shares voting
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affirmatively also constitute at least a majority of the voting power required
to constitute a quorum), shall be the act of the shareholders, unless the vote
of a greater number voting by classes is required by the Code or by the Articles
of Incorporation.
At a shareholders' meeting at which directors are to be elected, a
shareholder shall be entitled to cumulate votes either (i) by giving one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which that shareholder's shares are
normally entitled or (ii) by distributing the shareholder's votes on the same
principle among as many candidates as the shareholder thinks fit, if the
candidate or candidates' names have been placed in nomination prior to the
voting and the shareholder has given notice prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such a notice, then every shareholder entitled to vote may
cumulate votes for candidates in nomination. The candidates receiving the
highest number of affirmative votes, up to the number of directors to be
elected, shall be elected; votes against any candidate and votes withheld shall
have no legal effect. Notwithstanding the foregoing, at such time as the
corporation becomes a listed corporation (as such term is defined in Section
301.5 of the California Corporations Code), shareholders shall no longer be
entitled to cumulate their votes for candidates in an election of directors.
2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT. The transactions of
any meeting of shareholders, either annual or special, however called and
noticed, and wherever held, are as valid as though they had been taken 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 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. Neither the business to be transacted at nor the purpose of
any annual or special meeting of shareholders need be specified in any written
waiver of notice or consent to the holding of the meeting or approval of the
minutes thereof, except that if action is taken or proposed to be taken for
approval of any of those matters specified in the second paragraph of Section
2.4 of these Bylaws, the waiver of notice or consent or approval shall state the
general nature of the proposal. 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 that meeting, except when the person objects, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened and except that attendance at a meeting is
not a waiver of any right to object to the consideration of matters required by
the Code to be included in the notice of such meeting but not so included, if
such objection is expressly made at the meeting.
2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
which may be taken at any annual or special meeting of shareholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.
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Directors may not be elected by written consent except by unanimous
written consent of all shares entitled to vote for the election of directors.
However, a director may be elected at any time to fill any vacancy on
the Board of Directors (so long as such vacancy has not been filled by the
directors) by the written consent of shares holding a majority of the voting
power that are entitled to vote for the election of directors.
All such consents 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, the Secretary shall give prompt notice of any corporate
action approved by the shareholders without a meeting by less than unanimous
written consent to those shareholders entitled to vote who have not consented in
writing. Such notice shall be given in the manner specified in Section 2.5 of
these Bylaws. In the case of approval of (i) a contract or transaction in which
a director has a direct or indirect financial interest, pursuant to Section 310
of the Code, (ii) indemnification of a corporate "agent," pursuant to Section
317 of the Code, (iii) a reorganization of the corporation, pursuant to Section
1201 of the Code, and (iv) a distribution in dissolution other than in
accordance with the rights of outstanding preferred shares, pursuant to Section
2007 of the Code, the notice shall be given at least ten (10) days before the
consummation of any action authorized by that approval, unless the consents of
all shareholders entitled to vote have been solicited in writing.
2.11 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVEN CONSENTS. In order
that the corporation may determine the shareholders entitled to notice of any
meeting or to vote, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days prior
to the date of such meeting nor more than sixty (60) days before any other
action. Shareholders at the close of business on the record date are entitled to
notice and to vote, 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 Articles of Incorporation or the Code.
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 of Directors fixes a new record date for the adjourned meeting,
but the Board of Directors shall fix a new record date if the meeting is
adjourned for more than forty-five (45) days from the date set for the original
meeting.
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
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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 of Directors has been taken, shall be the day on which the first
written consent is given, or (ii) when prior action by the Board of Directors
has been taken, shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto, or the sixtieth (60th) day
prior to the date of such other action, whichever is later.
The record date for any other purpose shall be as provided in Section
8.1 of these Bylaws.
2.12 PROXIES. Every person entitled to vote for directors, or on any other
matter, shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the Secretary
of the corporation. A proxy shall be deemed signed if the shareholder's name or
other authorization is placed on the proxy (whether by manual signature,
typewriting, telegraphic or electronic 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) the person who executed the proxy revokes it prior to the time
of voting by delivering a writing to the corporation stating that the proxy is
revoked or by executing a subsequent proxy and presenting it to the meeting or
by attendance at such meeting and voting in person, or (ii) written notice of
the death or incapacity of the maker of that proxy is received by the
corporation before the vote pursuant to that proxy is counted; provided,
however, that no proxy shall be valid after the expiration of eleven (11) months
from the date thereof, unless otherwise provided in the proxy. The dates
contained on the forms of proxy presumptively determine the order of execution,
regardless of the postmark dates on the envelopes in which they are mailed. 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 Code.
2.13 INSPECTORS OF ELECTION. 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
designed or if any persons so appointed fail to appear or refuse to act, then
the Chairman of the meeting may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election (or persons to replace
those who so fail to appear) at the meeting. The number of inspectors shall be
either one (1) or three (3). If appointed at a meeting on the request of one (1)
or more shareholders or proxies, shares holding a majority of the voting power,
represented in person or by proxy, shall determine whether one (1) or three (3)
inspectors are to be appointed.
The inspectors of election shall (a) determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, and the authenticity, validity, and effect of
proxies, (b) receive votes, ballots or consents, (c) bear 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)
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determine the result and (g) do any other acts that may be proper to conduct the
election or vote with fairness to all shareholders.
ARTICLE III
DIRECTORS
3.1 POWERS. Subject to the provisions of the Code, 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. The Board of
Directors may delegate the management of the day-to-day operation of the
business of the corporation to a management company or other person provided
that the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the Board of
Directors.
3.2 NUMBER OF DIRECTORS. The authorized number of directors of the
corporation shall be not less than five (5) nor more than nine (9) and the exact
number of directors shall be set by a resolution duly adopted by the Board of
Directors or by the shareholders. The minimum and maximum number of directors
may be changed, or a definite number may be fixed without provision for an
indefinite number, by a duly adopted amendment to the Articles of Incorporation
or by an amendment to this Bylaw duly adopted by vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that an amendment reducing the fixed number or minimum number of
directors to a number less than five (5) cannot be adopted if the votes cast
against its adoption at a meeting, or the shares not consenting in the case of
an action by written consent, are equal to more than sixteen and two-thirds
percent (16-2/3%) of the outstanding shares entitled to vote thereon.
No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.
3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS. 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, except in the case of the death,
resignation, or removal of such a director.
3.4 RESIGNATION, REMOVAL AND VACANCIES. Any director may resign effective
upon giving oral or 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 the effectiveness of such resignation. 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.
The Board of Directors may declare vacant the office of a director who
has been declared of unsound mind by an order of court or who has been convicted
of a felony. The entire Board of Directors or any individual director may be
removed from office without cause by a vote of shareholders holding at least 66
2/3% of the outstanding shares entitled to vote at an election of directors;
provided, however, that unless the entire Board is removed, no individual
director may
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be removed when the votes cast against removal, or not consenting in writing to
such removal, would be sufficient to elect such director if voted cumulatively
at an election at which the same total number of votes cast 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. In the event an office of a director is
so declared vacant or in case the Board or any one or more directors be so
removed, new directors may be elected at the same meeting.
All vacancies on the Board of Directors, whether caused by removal,
resignation, death or otherwise, may be filled by a majority of the remaining
directors or, if the number of directors then in office is less than a quorum,
by (a) the unanimous written consent of the directors then in office, (b) 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 California Corporations
Code Section 307, or (c) a sole remaining director. Each director so elected
shall hold office until his successor is elected at an annual, regular or
special meeting of the shareholders. The shareholders may elect a director at
any time to fill any vacancy not filled by the directors. Any such election by
written consent requires the consent of a majority of the outstanding shares
entitled to vote.
A vacancy or vacancies in the Board of Directors shall be deemed to
exist (i) in the event of the death, resignation or removal of any director,
(ii) if the Board of Directors resolution declares vacant the office of a
director who has been declared of unsound mind by an order of court or who has
been convicted of a felony, (iii) if the authorized number of directors is
increased, or (iv) if the shareholders fail, at any meeting of shareholders at
which any director or directors are elected, to elect the full number of
directors to be elected 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 shares holding a majority of the
voting power that are entitled to vote thereon.
3.5 PLACE OF MEETINGS; 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
of Directors. 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 of Directors may 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 if there is no notice, at the principal executive office
of the corporation.
Members of the Board of Directors may participate in a meeting through
use of conference telephone, electronic video screen communication, or other
communications equipment. Participation in a meeting through use of conference
telephone constitutes presence in person at the meeting as long as all members
participating in such meeting can hear one another. Participation in a meeting
through the use of electronic video screen communication or other communications
equipment (other than conference telephone) constitutes presence in person at
that meeting if all of the following apply: (a) each member participating in the
meeting can communicate with all of the other members concurrently, (b) each
member is provided the means of participating in all matters before the Board of
Directors, including, without limitation,
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the capacity to propose, or to interpose an objection to, a specific action to
be taken by the corporation, and (c) the corporation adopts and implements some
means of verifying that (i) a person participating in the meeting is a director
or other person entitled to participate in the Board of Directors' meeting, and
(ii) all actions of, or votes by, the Board of Directors are taken or cast only
by the directors and not by persons who are not directors.
3.6 REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice if the time and place of such meetings are fixed by the
Board of Directors.
3.7 SPECIAL MEETINGS; NOTICE. Subject to the provisions of the following
paragraph, special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board, the President,
any Vice President, the Secretary or any two (2) directors.
Notice of the time and place of special meetings shall be delivered
personally or by telephone (including a voice messaging system or other system
or technology designed to record and communicate messages, telegraph, facsimile,
electronic mail or other electronic means) to each director or sent by first
class mail, addressed to each director at the director's address as it is shown
on the records of the corporation. If 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. If the notice is delivered personally or by
telephone, telecopier, telegram or any electronic means, it shall be delivered
at least forty-eight (48) hours before the time of the holding of the meeting.
An oral notice given personally or by telephone may be communicated either to
the director or to the 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.
3.8 QUORUM. A majority of the authorized number of directors shall
constitute a quorum of the Board of Directors for the transaction of business,
except to adjourn as provided in Section 3.10 of these Bylaws. 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 is the act of the Board of Directors, subject
to the provisions of Section 310 of the Code (as to the approval of contracts or
transactions in which a director has a direct or indirect material financial
interest), Section 311 of the Code (as to the appointment of committees),
Section 317(e) of the Code (as to the indemnification of directors), the
Articles of Incorporation, and other applicable law.
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 such
meeting.
3.9 WAIVER OF NOTICE. 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 be made a part of the minutes of
the meeting. A waiver of notice need not specify the purpose of any regular or
special meeting of the Board of Directors.
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3.10 ADJOURNMENT. A majority of the directors present, whether or not a
quorum is present, may adjourn any meeting to another time and place.
3.11 NOTICE OF ADJOURNMENT. If the meeting is adjourned for more than
twenty-four (24) hours, notice of any adjournment to another time and 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.
3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A 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 of Directors 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 of Directors. Such action
by written consent shall have the same force and effect as a unanimous vote of
the Board of Directors.
3.13 FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Board of Directors. This Section 3.13 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.
3.14 APPROVAL OF LOANS TO OFFICERS. If these Bylaws have been approved by
the corporation's shareholders in accordance with the Code, the corporation may,
upon the approval of the Board of Directors alone, make loans of money or
property to, or guarantee the obligations of, any officer of the corporation or
of its parent, if any, whether or not a director, or adopt an employee benefit
plan or plans authorizing such loans or guaranties provided that (i) the Board
of Directors determines that such a loan or guaranty or plan may reasonably be
expected to benefit the corporation, (ii) the corporation has outstanding shares
held of record by 100 or more persons (determined as provided in Section 605 of
the Code) on the date of approval by the Board of Directors, and (iii) the
approval of the Board of Directors is by a vote sufficient without counting the
vote of any interested director or directors. Notwithstanding the foregoing, the
corporation shall have the power to make loans permitted by the Code.
ARTICLE IV
COMMITTEES
4.1 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 (2) or more directors, to serve at the
pleasure of the Board of Directors. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. The appointment of members or alternate
members of a committee requires the vote of a majority of the authorized number
of the directors. Any such committee shall have authority to act in the manner
and to the extent provided in the resolution of the Board of Directors and may
have all the authority of the Board of Directors, except with respect to:
(a) The approval of any action which, under the Code, also requires
shareholders' approval or approval of the outstanding shares.
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(b) The filling of vacancies on the Board of Directors or on any
committee.
(c) The fixing of compensation of the directors for serving on the
Board of Directors or on any committee.
(d) The amendment or repeal of these 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, in a periodic amount or within a price range set forth in the Articles of
Incorporation or determined by the Board of Directors.
(g) The appointment of any other committee of the Board of Directors
or the members thereof.
4.2 MEETINGS AND ACTIONS OF COMMITTEES. Meetings and actions of committee
shall be governed by, and held and taken in accordance with, the provisions of
Article III of these Bylaws, Section 3.5 (place of meetings), Section 3.6
(regular meetings), Section 3.7 (special meetings and notice), Section 3.8
(quorum), Section 3.9 (waiver of notice), Section 3.10 (adjournment), Section
3.11 (notice of adjournment), and Section 3.12 (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; provided,
however, 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, that special meetings of the Committees may also be called by
resolution of the Board of Directors, and that 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
5.1 OFFICERS. The officers of the corporation shall be a President, a
Secretary, and a Chief Financial Officer. 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 5.3 of these Bylaws. Any number of offices may be held by the same
person.
5.2 APPOINTMENT OF OFFICERS. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 5.3 of
these Bylaws, shall be chosen by the Board of Directors and serve at the
pleasure of the Board of Directors, subject to the rights, if any, of an officer
under any contract of employment.
5.3 SUBORDINATE OFFICERS. The Board of Directors may appoint, or may
empower the Chairman of the Board or the President to appoint, such other
officers as the business of the
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corporation may require, each of whom shall hold office for such period, have
such authority, and perform such duties as are provided in these Bylaws or as
the Board of Directors may from time to time determine.
5.4 REMOVAL OR RESIGNATION OF OFFICERS. Subject to the rights, if any, of
an officer under any contract of employment, all officers serve at the pleasure
of the Board of Directors and any officer may be removed, either with or without
cause, by the Board of Directors at any regular or special meeting of the Board
of Directors or, except in 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.
5.5 VACANCY IN OFFICES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed by these Bylaws for regular appointments to that office.
5.6 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 and
exercise and perform such other powers and duties as may from time to time be
assigned by the Board of Directors or as may be prescribed by these Bylaws. If
there is no President, then the Chairman of the Board shall also be the chief
executive officer of the corporation and shall have the powers and duties
prescribed in Section 5.7 of these Bylaws.
5.7 PRESIDENT. The President shall be the chief executive officer of the
corporation unless such title is assigned to another officer of the corporation;
in the absence of a Chairman and Vice Chairman of the Board, the President shall
preside as the chairman of meetings of the shareholders and the Board of
Directors; and the President shall have general and active management of the
business of the corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect. The President or any Vice President
shall execute bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation (if the corporation has adopted a seal), except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the corporation. The
President shall perform all such other duties as are incident to such office or
are properly required by the Board of Directors.
5.8 VICE PRESIDENTS. In the absence or disability of the President, the
Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors or, if not ranked, a Vice President designated by the Board of
Directors, shall perform all the duties of the President and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time
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may be prescribed for them respectively by the Board of Directors, these Bylaws,
the President or the Chairman of the Board.
5.9 SECRETARY. The Secretary shall keep or cause to be kept, at the
principal executive office of the corporation or other such place as the Board
of Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors and shareholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and 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 thereof.
The Secretary shall keep, or cause to be kept, at the principal
executive office of the corporation 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 dates of certificates evidencing such shares, 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 shareholders and of the Board of Directors required to be given by law or by
these Bylaws. The Secretary shall keep the seal of the corporation, if one be
adopted, in safe custody and shall have such other powers and perform other such
duties as may be prescribed by the Board of Directors or by these Bylaws.
5.10 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and
maintain, or cause to be kept and maintained, adequate and correct books and
records of accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and shares. The books
of account shall at all reasonable times be open to inspection by any director.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS
6.1 INDEMNIFICATION OF DIRECTORS. The corporation shall, to the maximum
extent and in the manner permitted by the Code, indemnify each of its directors
against expenses (as defined in Section 317(a) of the Code), judgment, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding (as defined in Section 317(a) of the Code), arising by
reason of the fact that such person is or was a director of the corporation. For
purposes of this Article VI, a "director" of the corporation includes any person
(i) who is or was a director of the corporation, (ii) who is or was serving at
the request of the corporation as a director of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was a director of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.
6.2 INDEMNIFICATION OF OTHERS. The corporation shall have the power, to
the extent and in the manner permitted by the Code, to indemnify each of its
employees, officers, and
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agents (other than directors) against expenses (as defined in Section 317(a) of
the Code), judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding (as defined in Section
317(a) of the Code), arising by reason of the fact that such person is or was an
employee, officer, or agent of the corporation. For purposes of this Article VI,
an "employee" or "officer" or "agent" of the corporation (other than a director)
includes any person (i) who is or was an employee, officer, or agent of the
corporation, (ii) who is or was serving at the request of the corporation as an
employee, officer, or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was an
employee, officer, or agent of a corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such predecessor
corporation.
6.3 PAYMENT OF EXPENSES IN ADVANCE. Expenses and attorneys' fees incurred
in defending any civil or criminal action or other proceeding for which
indemnification is required pursuant to Section 6.1, or if otherwise authorized
by the Board of Directors, shall be paid by the corporation in advance of the
final disposition of such action or proceeding upon receipt of an undertaking by
or on behalf of the indemnified party to repay such an amount if it shall
ultimately be determined that the indemnified party is not entitled to be
indemnified as authorized in this Article VI.
6.4 INDEMNITY NOT EXCLUSIVE. The indemnification provided by this Article
VI shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any Bylaw, agreement, vote of shareholders
or directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office. The rights to indemnity
hereunder shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors, and administrators of the person.
6.5 INSURANCE INDEMNIFICATION. The corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation against any liability
asserted against or incurred by such person in such capacity or arising out of
that person's status as such, whether or not the corporation would have the
power to indemnify that person against such liability under the provisions of
this Article VI.
6.6 CONFLICTS. No indemnification or advance shall be made under this
Article VI, except where such indemnification or advance is mandated by law or
the order, judgment or decree of any court of competent jurisdiction, in any
circumstance where it appears:
(1) that it would be inconsistent with the provisions of the Articles of
Incorporation, these Bylaws, a resolution of the shareholders or an agreement in
effect at the time of the accrual of the alleged cause of the action asserted in
the proceeding in which the expenses were incurred or other amounts were paid,
which prohibits or otherwise limits indemnification; or
(2) that it would be inconsistent with any condition expressly imposed by
a court in approving a settlement.
6.7 RIGHT TO BRING SUIT. If a claim under this Article VI is not paid in
full by the corporation within ninety (90) days after a written claim has been
received by the corporation
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(either because the claim is denied or because no determination is made), the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall also be entitled to be paid the expenses of prosecuting such
claim. The corporation shall be entitled to raise as a defense to any such
action that the claimant has not met the standards of conduct that make it
permissible under the Code for the corporation to indemnify the claimant for the
claim. Neither the failure of the corporation (including its Board of Directors,
independent legal counsel, or its shareholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
permissible in the circumstances because he or she has met the applicable
standard of conduct, if any, nor an actual determination by the corporation
(including the Board of Directors, independent legal counsel, or its
shareholders) that the claimant has not met the applicable standard of conduct,
shall be a defense to such action or create a presumption for the purposes of
such action that the claimant has not met the applicable standard of conduct.
6.8 INDEMNITY AGREEMENTS. The Board of Directors is authorized to enter
into a contract with any director, officer, employee or agent of the
corporation, or any person who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including employee
benefit plans, or any person who was a director, officer, employee or agent of a
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation, providing for
indemnification rights equivalent to or, if the Board of Directors so determines
and to the extent permitted by applicable law, greater than, those provided for
in this Article VI.
6.9 AMENDMENT, REPEAL OR MODIFICATION. Any amendment, repeal or
modification of any provision of this Article VI shall not adversely affect any
right or protection of a director, employee, officer or agent of the corporation
existing at the time of such amendment, repeal or modification.
ARTICLE VII
RECORDS AND REPORTS
7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall
keep either at its principal executive office or at the office of its transfer
agent or registrar (if either be appointed), as determined by resolution of the
Board of Directors, a record of its shareholders listing the names and addresses
of all shareholders and the number and class of shares held by each shareholder.
A shareholder or shareholders of the corporation holding at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation who held at least one percent (1%) of such voting shares and have
filed a Schedule 14B with the United States Securities and Exchange Commission
relating to the election of directors, shall have an absolute right to do either
or both of the following (i) inspect and copy the record of shareholders' names,
addresses, and shareholdings during usual business hours upon five (5) days'
prior written demand upon the corporation, or (ii) obtain from the transfer
agent of the corporation, upon written demand and upon the tender of such
transfer agent's usual charges for such list (the amount of which charges shall
be stated to the shareholder by the transfer agent upon request), a
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list of the shareholders' names and addresses who are entitled to vote for the
election of the directors, and their shareholdings, as of the most recent record
date for which it has been compiled or as of the date specified by the
shareholder subsequent to the date of demand. The list shall be made available
on or before the later of five (5) business 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 or copying
by any shareholder or holder of a voting trust certificate at any time during
usual business hours upon written demand on the corporation, for a purpose
reasonably related to the holder's interests as a shareholder or holder of a
voting trust certificate.
Any inspection and copying under this Section 7.1 may be made in
person or by an agent or attorney of the shareholder or holder of a voting trust
certificate making the demand.
7.2 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 California, the
original or a copy of these Bylaws as amended to date, which shall be open to
inspection by the shareholders at all reasonable times during business hours. If
the principal executive office is outside the State of California and the
corporation has no principal business office in such state, then it shall, upon
the written request of any shareholder, furnish to such shareholder a copy of
these Bylaws as amended to date.
7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting
books and records and the minutes of proceedings of the shareholders and the
Board of Directors, and committees of the Board of Directors shall be kept at
such place or places as are designated by the Board of Directors or, in absence
of such designation, at the principal executive office of the corporation. The
minutes shall be kept 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 on the corporation of any shareholder or
holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interests as a
shareholder or as a holder of a voting trust certificate. Such inspection by a
shareholder or a holder of a voting trust certificate may be made in person or
by an agent or attorney and the right of inspection includes the right to copy
and make extracts. Such rights of inspections shall extend to the records of
each subsidiary corporation of the corporation.
7.4 INSPECTION BY DIRECTORS. Every director shall have the absolute right
at any reasonable time to inspect and copy all books, records, and documents of
every kind and to inspect the physical properties of the corporation and each of
its subsidiary corporations, domestic or foreign. Such 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.
7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER. The Board of Directors shall
cause an annual report to be sent to the shareholders not later than one hundred
twenty (120) days after the close of the fiscal year adopted by the corporation.
Such report shall be sent to the shareholders at least fifteen (15) (or, if sent
by third class mail, thirty-five (35)) days prior to the annual
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meeting of shareholders to be held in the next fiscal year and in the manner
specified in Section 2.5 of these Bylaws for giving notice to shareholders of
the corporation.
The annual report shall contain a balance sheet as of the end of the
fiscal year and an income statement and statement of changes in financial
position for the fiscal year, accompanied by any report thereon of independent
accountants or, if there is no such report, the certificate of an authorized
officer of the corporation that the statements were prepared without audit from
the books and records of the corporation.
The foregoing requirement of an annual report shall be waived so long
as the shares of the corporation are held by fewer than one hundred (100)
holders of record.
7.6 FINANCIAL STATEMENTS. If no annual report for the fiscal year has been
sent to shareholders, then the corporation shall, upon the written request of
any shareholder made more than one hundred twenty (120) days after the close of
such fiscal year, deliver or mail to the person making the request, within
thirty (30) days thereafter, a copy of a balance sheet as of the end of such
fiscal year and an income statement and statement of changes in financial
position for such fiscal year.
A shareholder or shareholders holding at least five percent (5%) of
the outstanding shares of any class of the corporation may make a written
request to the corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the current fiscal year ended
more than thirty (30) days prior to the date of the request and a balance sheet
of the corporation as of the end of that period. The statements shall be
delivered or mailed to the person making the request within thirty (30) days
thereafter. A copy of the statements shall be kept on file in the principal
office of the corporation for twelve (12) months and it shall be exhibited at
all reasonable times to any shareholder demanding an examination of the
statements or a copy shall be mailed to the shareholder. If the corporation has
not sent to the shareholders its annual report for the last fiscal year, the
statements referred to in the first paragraph of this Section 7.6 shall likewise
be delivered or mailed to the shareholder or shareholders within thirty (30)
days after the request.
The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report thereon, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.
7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman of the
Board, the President, any Vice President, the Chief Financial Officer, the
Secretary or Assistant Secretary of this corporation, or any other person
authorized by the Board of Directors or the President or a Vice President, is
authorized to vote, represent, and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority herein granted may be
exercised either by such person directly or by any other person authorized to do
so by proxy or by power of attorney duly executed by such person having the
authority.
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ARTICLE VIII
GENERAL MATTERS
8.1 RECORD DATE FOR PURPOSE 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 with respect to notice or
voting at a shareholders' meeting or 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 prior to any such action. Only
shareholders of record at the close of business on the record date are entitled
to receive the dividend, distribution or allotment of rights, or to exercise the
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date, except as otherwise provided for
in the Articles of Incorporation or the Code.
If the Board of Directors does not so fix a record date, then 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 resolution relating
thereto or the sixtieth (60th) day prior to the date of that action, whichever
is later.
8.2 CHECKS; DRAFTS; EVIDENCE OF INDEBTEDNESS. From time to time, the Board
of Directors shall determine by resolution which person or persons may sign or
endorse all checks, drafts, other orders for payment of money, notes or other
evidences of indebtedness that are issued in the name of or payable to the
corporation, and only the persons so authorized shall sign or endorse those
instruments.
8.3 CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of
Directors, except as otherwise provided in these Bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
any instrument in the name of or on behalf of the corporation; such authority
may be general or confined to specific instances. 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.
8.4 CERTIFICATE FOR SHARES. A certificate or certificates for shares of
the corporation shall be issued to each shareholder when any such shares are
fully paid. The Board of Directors may authorize the issuance of certificates
for shares partly paid provided that these certificates shall state the total
amount of the consideration to be paid for them and the amount actually paid.
All certificates shall be signed in the name of the corporation by the Chairman
of the Board or the Vice Chairman of the Board or the President or a Vice
President and by the Chief Financial Officer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, certifying the number of shares and the
class and series of shares owned by the shareholder. Any or all of the
signatures on the certificates may be by facsimile.
In case any officer, transfer agent or registrar has signed or whose
facsimile signature has been placed on a certificate has ceased to be such
officer, transfer agent or registrar
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before such 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.
8.5 LOST CERTIFICATES. Except as provided in this Section 8.5, no new
certificate for shares shall be issued to replace a previously issued
certificate unless the later is surrendered to the corporation or its transfer
agent or registrar 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 (as evidenced by a written affidavit or affirmation of such
fact), authorize the issuance of replacement certificates on such terms and
conditions as the Board of Directors may require; the Board of Directors may
require 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.
8.6 CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the Code shall
govern the construction of these Bylaws. Without limiting generality of the
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.
ARTICLE IX
AMENDMENTS
9.1 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 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, then the authorized number of directors may be
changed only by an amendment of the Articles of Incorporation.
9.2 AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as
provided by Section 9.1 of these Bylaws, Bylaws, other than a Bylaw or an
amendment of a Bylaw changing the authorized number of directors (except to fix
the authorized number of directors pursuant to a Bylaw providing for a variable
number of directors), may be adopted, amended or repealed by the Board of
Directors.
9.3 RECORD OF AMENDMENTS. Whenever an amendment or new Bylaw is adopted,
it shall be copied in the book of minutes with the original Bylaws. If any Bylaw
is repealed, the face of repeal, with the date of the meeting at which the
repeal was enacted or written consent was filed, shall be stated in said book of
minutes.
ARTICLE X
INTERPRETATION
Reference in the Bylaws to any provision of the California
Corporations Code shall be deemed to include all amendments thereof.
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CERTIFICATE OF SECRETARY OF
SPECIALTY LABORATORIES, INC.
The undersigned, Deborah A. Estes, Secretary of Specialty
Laboratories, Inc. (the "Corporation"), a California corporation, hereby
certifies that the attached document is a true and complete copy of the Amended
and Restated Bylaws of the Corporation as in effect on the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this certificate as
of this ____ day of October 2000.
-----------------------------------------
Deborah A. Estes,
Secretary
