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Exhibit 3.3
BYLAWS
OF
SIERRA BANCORP
(a California corporation)
Adopted November 16, 2000
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TABLE OF CONTENTS
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ARTICLE I - Applicability
Section 1. Applicability of Bylaws................ 1
ARTICLE II - Offices
Section 1. Principal Offices.......................... 1
Section 2. Change in Location or Number of Offices.... 1
ARTICLE III - Meetings of Shareholders
Section 1. Place of Meetings.......................... 1
Section 2. Annual Meetings............................ 1
Section 3. Nominations for Director................... 1
Section 4. Special Meetings........................... 2
Section 5. Notice of Annual, Special or
Adjourned Meetings......................... 2
Section 6. Record Date................................ 3
Section 7. Quorum..................................... 4
Section 8. Adjournment................................ 4
Section 9. Validation of Actions Taken at Defectively
Called, Noticed or Held Meetings........... 4
Section 10. Voting for Election of Directors........... 5
Section 11. Proxies.................................... 6
Section 12. Inspectors of Election..................... 6
Section 13. Action by Written Consent.................. 7
ARTICLE IV - Directors
Section 1. Number of Directors........................ 7
Section 2. Election of Directors...................... 8
Section 3. Term of Office............................. 8
Section 4. Vacancies.................................. 8
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Section 5. Removal............................. 8
Section 6. Resignation......................... 9
Section 7. Fees and Compensation............... 9
Section 8. Indemnification of Corporate Agents. 9
ARTICLE V - Committees of the Board of Directors
Section 1. Designation of Committees........... 9
Section 2. Powers of Committees................ 9
ARTICLE VI - Meetings of the Board of Directors
and Committees Thereof
Section 1. Place of Meetings................... 10
Section 2. Organization Meeting................ 10
Section 3. Special Meetings.................... 10
Section 4. Notice of Special Meetings.......... 10
Section 5. Waivers, Consents and Approvals..... 11
Section 6. Quorum; Action at Meetings;
Telephone Meetings.................. 11
Section 7. Adjournment......................... 11
Section 8. Action Without a Meeting............ 11
Section 9. Meetings of and Action by Committees 11
ARTICLE VII - Officers
Section 1. Officers............................ 11
Section 2. Election of Officers................ 12
Section 3. Subordinate Officers, Etc........... 12
Section 4. Removal and Resignation............. 12
Section 5. Vacancies........................... 12
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Section 6. Chairman of the Board.......... 12
Section 7. President...................... 12
Section 8. Vice President................. 13
Section 9. Secretary...................... 13
Section 10. Chief Financial Officer........ 13
ARTICLE VIII - Records and Reports
Section 1. Minute Book.................... 13
Section 2. Share Register................. 14
Section 3. Books and Records of Account... 14
Section 4. Bylaws......................... 14
Section 5. Inspection of Records.......... 14
Section 6. Annual Report to Shareholders.. 14
ARTICLE IX - Miscellaneous
Section 1. Checks, Drafts, Etc............ 14
Section 2. Contracts, Etc. - How Executed. 14
Section 3. Certificates of Stock.......... 15
Section 4. Lost Certificates.............. 15
Section 5. Representation of Shares of
Other Corporations............. 15
Section 6. Construction and Definitions... 15
Section 7. Purchase of Liability Insurance 15
ARTICLE X - Amendments
Section 1. Power of Shareholders.......... 16
Section 2. Power of Directors............. 16
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BYLAWS
OF
SIERRA BANCORP
(a California corporation)
ARTICLE I
Applicability
-------------
Section 1. Applicability of Bylaws. These Bylaws govern, except as
-----------------------
otherwise provided by statute or its Articles of Incorporation, the management
of the business and the conduct of the affairs of the Corporation.
ARTICLE II
Offices
-------
Section 1. Principal Offices. The Board of Directors shall fix the
-----------------
location of the principal executive office of the Corporation at any place
within or outside the State of California. If the principal executive office is
located outside this state, and the Corporation has one or more business offices
in this state, the Board of Directors shall designate a principal business
office in the State of California.
Section 2. Change in Location or Number of Offices. The Board of
---------------------------------------
Directors may change any office from one location to another or establish or
eliminate any office or offices.
ARTICLE III
Meetings of Shareholders
------------------------
Section 1. Place of Meetings. Meetings of the shareholders shall be
-----------------
held at any place within or without the State of California designated by the
Board of Directors, or, in the absence of such designation, at the principal
executive office of the Corporation.
Section 2. Annual Meetings. The Annual Meeting of Shareholders shall
---------------
be held each year on a date and at a time as designated by the Board of
Directors. The date so designated shall be within fifteen (15) months after
incorporation or after the last Annual Meeting. Directors shall be elected at
each Annual Meeting and any other proper business may be transacted thereat.
Section 3. Nominations For Director. Nominations for election of
------------------------
members of the Board of Directors may be made by the Board of Directors or by
any shareholder of any outstanding class of voting stock of the Corporation
entitled to vote for the election of directors. Notice of intention to make any
nominations, other than by the Board of Directors, shall be made
<PAGE>
in writing and shall be received by the President of the Corporation no more
than 60 days prior to any meeting of shareholders called for the election of
directors, and no more than 10 days after the date the notice of such meeting is
sent to shareholders pursuant to Section 5(a) of Article III of these bylaws;
provided, however, that if only 10 days' notice of the meeting is given to
shareholders, such notice of intention to nominate shall be received by the
President of the Corporation not later than the time fixed in the notice of the
meeting for the opening of the meeting. Such notification shall contain the
following information to the extent known to the notifying shareholder: (A) the
name and address of each proposed nominee; (B) the principal occupation of each
proposed nominee; (C) the number of shares of voting stock of the Corporation
owned by each proposed nominee; (D) the name and residence address of the
notifying shareholder; and (E) the number of shares of voting stock of the
Corporation owned by the notifying shareholder. Nominations not made in
accordance herewith may be disregarded by the then chairman of the meeting, and
the inspectors of election shall then disregard all votes cast for each such
nominee.
Section 4. Special Meetings.
----------------
(a) Special meetings of the shareholders may be called by the Board of
Directors, the Chairman of the Board, the President, or by the shareholders upon
the request of the holders of shares entitled to cast not less than ten percent
(10%) of the votes at such meeting.
(b) Any request for the calling of a special meeting of the
shareholders shall (1) be in writing, (2) specify the date and time thereof,
which date shall be not less than thirty-five (35) nor more than sixty (60) days
after receipt of the request, (3) specify the general nature of the business to
be transacted thereat and (4) be given either personally or by first-class mail,
postage prepaid, or other means of written communication to the Chairman of the
Board, Presi dent, any Vice President or the Secretary of the Corporation. The
officer receiving a proper request to call a special meeting of the shareholders
shall cause notice to be given pursuant to the provisions of Section 4 of this
Article to the shareholders entitled to vote thereat that a meeting will be held
at the date and time specified by the person or persons calling the meeting. If
notice is not given within 20 days of the receipt of the request, the
shareholders making the request may give notice of such meeting so long as the
notice given complies with the other provisions of this subsection.
(c) No business may be transacted at a special meeting unless the
general nature thereof was stated in the notice of such meeting.
Section 5. Notice of Annual, Special or Adjourned Meetings.
-----------------------------------------------
(a) Whenever any meeting of the shareholders is to be held, a written
notice of such meeting shall be given in the manner described in subdivision (d)
of this Section not less than ten (10) nor more than sixty (60) days before the
date thereof to each shareholder entitled to vote thereat. The notice shall
state the place, date and hour of the meeting and (1) in the case of a special
meeting, the general nature of the business to be transacted or (2) in the case
of the annual meeting, those matters which the Board of Directors, at the time
of the giving of the notice, intends to present for action by the shareholders.
The notice of any meeting at which directors are
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to be elected shall include the name of any nominee or nominees who, at the time
of the notice, management intends to present for election.
(b) Any proper matter may be presented at an annual meeting for
action. However, any action to approve (1) a contract or transaction in which a
director has a direct or indirect financial interest under Section 310 of the
Corporations Code of California, (2) an amendment of the Articles of
Incorporation under Section 902 of that code, (3) a reorganization of the
Corporation, under Section 1201 of that code, (4) a voluntary dissolution of the
Corporation under Section 1900 of that code, or (5) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares under Section 2007 of that code may be taken only if the notice of the
meeting states the general nature of the matter to be approved.
(c) Notice need not be given of an adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken,
except that if the adjournment is for more than 45 days or if after the
adjournment a new record date is provided for the adjourned meeting, a notice of
the adjourned meeting shall be given to each shareholder of record entitled to
vote at that meeting.
(d) Notice of any meeting of the shareholders shall be given
personally, by first-class mail, or by telegraph or other written communication,
addressed to the shareholder at his address appearing on the books of the
Corporation or given by him 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. Notice shall be deemed to have been given at the time when
delivered personally to the recipient, deposited in the mail, delivered to a
common carrier for transmission to the recipient or sent by other means of
written communication. An affidavit of the mailing or other means of giving
notice may be executed by the Secretary, Assistant Secretary or any transfer
agent of the Corporation giving the notice and shall be prima facie evidence of
----- -----
the giving of the notice. Such affidavits shall be filed and maintained in the
minute books of the Corporation.
(e) 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 his written demand 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.
Section 6. Record Date.
-----------
(a) The Board of Directors may fix a time in the future as a record
date for determination of the shareholders (1) entitled to notice of any meeting
or to vote thereat, (2) entitled to give written consent to any corporate action
without a meeting, (3) entitled to receive payment of any dividend or other
distribution or allotment of any rights or (4) entitled to exercise any rights
in respect of any other lawful action. The record date so fixed shall be not
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more than 60 nor less than 10 days prior to the date of any meeting of the
shareholders nor more than 60 days prior to any other action.
(b) In the event no record date is fixed:
(1) The record date for determining the shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held.
(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 of Directors has been taken, shall be the day on which the first
written consent is given.
(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 of
Directors adopts the resolution relating thereto, or the 60th day prior to the
date of such other action, whichever is later.
(c) Only shareholders of record on the close of business on the record
date are entitled to notice and to vote, to give written consent or to receive a
dividend, distribution or allotment of right 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.
(d) 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 shall fix a new record date if the meeting is adjourned
for more than 45 days from the date set for the original meeting.
Section 7. Quorum.
------
(a) A majority of the shares entitled to vote at a meeting of the
shareholders, represented in person or by proxy, shall constitute a quorum for
the transaction of business at the meetings.
(b) 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.
Section 8. Adjournment. Any meeting of the shareholders may be
-----------
adjourned from time to time whether or not a quorum is present by the vote of a
majority of the shares represented thereat either in person or by proxy. At the
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting.
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Section 9. Validation of Actions Taken at Defectively Called,
--------------------------------------------------
Noticed or Held Meetings.
------------------------
(a) The transactions of any meeting of the 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 thereat, 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. Any written waiver of notice shall comply with subdivision
(f) of Section 601 of the Corporations Code of California. All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.
(b) Attendance of a person at a meeting shall constitute a waiver of
notice of and presence at such meeting, except (1) 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 (2) that attendance at a meeting
is not a waiver of any right to object to the consideration of any matter
required by the General Corporation Law of California to be included in the
notice but not so included, if such objection is expressly made at the meeting.
Section 10. Voting for Election of Directors.
--------------------------------
(a) Except as provided in subdivision (c) of this Section, the
affirmative vote of the majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute at least a majority of the required quorum) shall be the act of
the shareholders, unless the vote of a greater number is required by law or the
Articles of Incorporation. At such time as the Corporation shall become a
listed corporation within the meaning of Section 301.5 of the California
Corporations Code, no shareholder shall be entitled to cumulate his votes as set
forth in Section (b) and (c) below if the Articles of Incorporation shall
effectively eliminate cumulative voting.
(b) Every shareholder complying with subdivision (c) of this Section
and entitled to vote at any election of directors may cumulate his votes and
give one candidate a number of votes equal to the number of directors to be
elected multiplied by the number of votes to which his shares are normally
entitled, or distribute his votes on the same principle among as many candidates
as he thinks fit.
(c) No shareholder shall be entitled to cumulate his votes (i.e., cast
for any candidate a number of votes greater than the number of votes which such
shareholder normally is entitled to cast) unless the candidate's or candidates'
names for which he desires to cumulate his votes have been properly placed in
nomination prior to the voting and the shareholder has given notice at the
meeting prior to the voting of his intention to cumulate his votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination.
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(d) Elections for directors may be by voice vote or by ballot unless
any shareholder entitled to vote demands election by ballot at the meeting prior
to the voting, in which case the vote shall be by ballot.
(e) In any election of directors, the candidates receiving the highest
number of affirmative votes of the shares entitled to be voted for them up to
the number of directors to be elected by such shares are elected as directors.
Section 11. Proxies.
-------
(a) Every person entitled to vote shares may authorize another person
or persons to act with respect to such shares by a written proxy signed by him
or his attorney-in-fact and filed with the Secretary of the Corporation. A
proxy shall be deemed signed if the shareholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission or
otherwise) by him or his attorney-in-fact.
(b) Any validly executed proxy, except a proxy which is irrevocable
pursuant to subdivision (c) of this Section, shall continue in full force and
effect until the expiration of the term specified therein or upon its earlier
revocation by the person executing it prior to the vote pursuant thereto (1) by
a writing delivered to the Corporation stating that it is revoked, (2) by
written notice of the death of the person executing the proxy, delivered to the
Corporation, (3) by a subsequent proxy executed by the person executing the
prior proxy and presented to the meeting or (4) as to any meeting by attendance
at such meeting and voting in person by the person executing the proxy. No
proxy shall be valid after the expiration of 11 months from the date thereof
unless otherwise provided in the proxy. The date contained on the form of proxy
shall be deemed to be the date of its execution.
(c) A proxy which states that it is irrevocable is irrevocable for the
period specified therein subject to the provisions of subdivisions (e) and (f)
of Section 705 of the Corporations Code of California.
Section 12. Inspectors of Election.
----------------------
(a) In advance of any meeting of the shareholders, the Board of
Directors may appoint either one or three persons (other than nominees for the
office of director) as inspectors of election to act at such meeting or any
adjournments thereof. If inspectors of election are not so appointed, or if any
person so appointed fails to appear or refuses to act, the chairman of any such
meeting may, and on the request of any shareholder or his proxy shall, appoint
inspectors of election (or persons to replace those who so fail or refuse to
act) at the meeting. If appointed at a meeting on the request of one or more
shareholders or the proxies thereof, the majority of shares represented in
person or by proxy shall determine whether one or three inspectors are to be
appointed.
(b) The duties of inspectors of election and the manner of performance
thereof shall be as prescribed in subdivisions (b) and (c) of Section 707 of the
Corporations Code of California.
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Section 13. Action by Written Consent.
-------------------------
(a) Subject to subdivisions (b) and (c) of this Section, any action
which may be taken at any annual or special meeting of the shareholders may be
taken without a meeting, without a vote and without prior notice, if a consent
in writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes which would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. All such consents shall be
filed with the Secretary of the Corporation and maintained with the corporate
records.
(b) Except for the election of a director by written consent to fill a
vacancy (other than a vacancy created by removal), directors may be elected by
written consent only by the unanimous written consent of all shares entitled to
vote for the election of directors. In the case of an election of a director by
written consent to fill a vacancy (other than a vacancy created by removal), any
such election requires the consent of a majority of the outstanding shares
entitled to vote for the election of directors.
(c) Unless the consents of all shareholders entitled to vote have been
solicited in writing, the Secretary shall give prompt notice of the corporate
action approved by the shareholders without a meeting. This notice shall be
given in the manner specified in subdivi sion (d) of Section 5 of this Article
III. In the case of approval of (1) contracts or transactions in which a
director has a direct or indirect financial interest under Section 310 of the
Corporations Code of California, (2) indemnification of agents of the
Corporation, under Section 317 of that code, (3) a reorganization of the
Corporation, under Section 1201 of that code, or (4) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, under Section 2007 of that code, notice of such approval shall be given
at least ten (10) days before the consummation of any action authorized by that
approval.
(d) Any shareholder giving a written consent, or his proxy holders, or
a transferee of the shares or a personal representative of the shareholder or
their respective proxyholders, may revoke the consent by a writing received by
the Corporation prior to the time that written consents of the number of shares
required to authorize the proposed action have been filed with the Secretary of
the Corporation, but may not do so thereafter. Such revocation is effective
upon its receipt by the Secretary of the Corporation.
ARTICLE IV
Directors
---------
Section 1. Number of Directors. The authorized number of Directors
-------------------
shall be not less than six (6) nor more than eleven (11) unless changed by
amendment of the Articles or by a Bylaw duly adopted by approval of the
outstanding shares. The exact number of directors shall be fixed, within the
limits specified, by amendment of the next sentence duly adopted either by the
Board or the shareholders, or by a resolution duly adopted by wither the Board
of Directors or the shareholders. The exact number of directors shall be nine
until changed as provided in this Section 1.
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Section 2. Election of Directors. The directors shall be elected at
---------------------
each annual meeting of the shareholders. At such time as the Corporation shall
become a listed corporation within the meaning of Section 301.5 of the
California Corporations Code the directors, shall be divided, with respect to
the time for which they severally hold office, into two classes, with the term
of the first class to expire at the first annual meeting of shareholders after
the first election of two classes of directors, and the term of office of the
second class to expire at the annual meeting of shareholders one year
thereafter, with each director to hold office until his or her successor shall
have been duly elected and qualified. At each annual meeting of shareholders,
directors elected to succeed those directors whose terms then expire shall be
elected for a term of office to expire at the second succeeding annual meeting
of shareholders after their election, with each director to hold office until
his or her successor shall have been duly elected and qualified.
Section 3. Term of Office. Each director, including a director
--------------
elected to fill a vacancy, shall hold office until the expiration of the term
for which he is elected and until a successor has been elected and qualified.
Section 4. Vacancies.
---------
(a) A vacancy in the Board of Directors exists whenever any authorized
position of director is not then filled by a duly elected director, whether
caused by death, resignation, removal, change in the authorized number of
directors, or otherwise.
(b) Subject to the right of the holders of any class or series of
Preferred Stock, except for a vacancy created by the removal of a director,
vacancies on the Board of Directors may be filled by a majority of the directors
then in office, whether or not less than a quorum, or by a sole remaining
director. A vacancy created by the removal of a director shall be filled only
by a person elected by a majority of the shareholders entitled to vote at a duly
held meeting at which there is a quorum present or by the unanimous written
consent of the holders of the outstanding shares entitled to vote at such a
meeting.
(c) The shareholders may elect a director at any time to fill any
vacancy not filled by the directors.
Section 5. Removal.
-------
(a) 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 convicted of a
felony.
(b) Any or all of the directors may be removed without cause if such
removal is approved by a majority of the outstanding shares entitled to vote;
provided, however, that no director may be removed (unless the entire Board of
Directors is removed) if whenever the votes cast against his 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 were cast (or, if such action is taken by written consent, all shares
entitled to vote were voted) and the
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entire number of directors authorized at the time of his most recent election
were then being elected.
(c) Any reduction of the authorized number of directors does not
remove any director prior to the expiration of his term of office.
Section 6. Resignation. Any director may resign effective upon giving
-----------
written notice to the Chairman of the Board, the President, 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.
Section 7. Fees and Compensation. Directors may be paid for their
---------------------
services in such capacity a sum in such amounts, at such times and upon such
conditions as may be determined from time to time by resolution of the Board of
Directors and may be reimbursed for their expenses, if any, for attendance at
each meeting of the Board. No such payments shall preclude any director from
serving the Corporation in any other capacity and receiving compen sation in
any manner therefor.
Section 8. Indemnification of Corporate Agents. The Corporation may
-----------------------------------
indemnify each of its agents against expenses, judgments, fines, settlements and
other amounts, actually and reasonably incurred by such person having been made
or having been threatened to be made a party to a proceeding to the fullest
extent possible by the provisions of the General Corporation Law and the
Corporation may advance the expenses reasonably expected to be incurred by such
agent in defending any such proceeding upon receipt of the undertaking required
by the General Corporation Law. The terms "agent," "proceeding" and "expense"
made in this Section 8 shall have the same meaning as such terms in said Section
317 of the General Corporation Law, as amended.
ARTICLE V
Committees of the Board of Directors
------------------------------------
Section 1. Designation of Committees. The Board of Directors may, by
-------------------------
resolution adopted by a majority of the authorized number of directors,
designate (1) one or more committees, each consisting of two or more directors
and (2) one or more directors as alternate members of any committee, who may
replace any absent member at any meeting thereof. Any member or alternate
member of a committee shall serve at the pleasure of the Board.
Section 2. Powers of Committees. Any committee, to the extent
--------------------
provided in the resolution of the Board of Directors designating such committee,
shall have all the authority of the Board, except with respect to:
(a) The approval of any action for which the General Corporation Law
of California also requires any action by the shareholders;
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(b) The filling of vacancies on the Board or in any committee
thereof;
(c) The fixing of compensation of the directors for serving on the
Board or on any committee thereof;
(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 which by
its express terms is not so amendable or repealable;
(f) A distribution to the shareholders of the Corporation, except at
a rate or in a periodic amount or within a price range determined by the Board
of Directors; or
(g) The designation of other committees of the Board or the
appointment of members or alternate members thereof.
ARTICLE VI
Meetings of the Board of Directors
----------------------------------
and Committees Thereof
----------------------
Section 1. Place of Meetings. Regular meetings of the Board of
-----------------
Directors shall be held at any place within or without the State of California
which has been designated from time to time by the Board or, in the absence of
such designation, at the principal executive office of the Corporation. Special
meetings of the Board shall be held either at any place within or without the
State of California which has been designated in the notice of meeting or, if
not stated in the notice or if there is no notice, at the principal executive
office of the Corporation.
Section 2. Organization Meeting. Immediately following each annual
--------------------
meeting of the shareholders the Board of Directors shall hold a regular meeting
for the purpose of organization and the transaction of other business. Notice
of any such meeting is not required.
Section 3. Special Meetings. Special meetings of the Board of
----------------
Directors may be called at any time for any purpose or purposes by the Chairman
of the Board or the President or any Vice President or the Secretary or any two
directors. Notice shall be given of any special meeting of the Board.
Section 4. Notice of Special Meetings. Notice of the time and place
--------------------------
of special meetings of the Board of Directors shall be delivered personally or
by telephone to each director or sent to each director by first-class mail or
telegraph, charges prepaid, addressed to each director at that director's
address as shown on the records of the Corporation. Such notice shall be given
four days prior to the holding of the special meeting if sent by mail or 48
hours prior to the holding thereof if delivered personally or given by telephone
or telegraph. The notice or report shall be deemed to have been given at the
time when delivered personally to the recipient or deposited in the mail or sent
by other means of written communication. Notice of any special meeting of the
Board of Directors need not specify the purpose thereof.
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Section 5. Waivers, Consents and Approvals. Notice of any meeting of
-------------------------------
the Board of Directors 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 him.
All such waivers, consents and approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
Section 6. Quorum; Action at Meetings; Telephone Meetings.
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(a) A majority of the authorized number of directors shall constitute
a quorum for the transaction of business. Every act or decision done or made by
a majority of the directors present is the act of the Board of Directors, unless
action by a greater proportion of the directors is required by law or the
Articles of Incorporation.
(b) 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.
(c) Members of the Board of Directors may participate in a meeting
through use of conference telephone or similar communications equipment so long
as all members participating in such meeting can hear one another.
Section 7. Adjournment. A majority of the directors present, whether
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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 8. Action 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 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 9. Meetings of and Action by Committees. The provisions of
------------------------------------
this Article apply to committees of the Board of Directors and action by such
committees with such changes in the language of those provisions as are
necessary to substitute the committee and its members for the Board and its
members.
ARTICLE VII
Officers
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Section 1. Officers. The Corporation shall have as officers, a
--------
President, a Secretary and a Chief Financial Officer. The Corporation may also
have, at the discretion of the Board, a Chairman of the Board, a Vice Chairman
of the Board, one or more Vice Presidents,
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a Treasurer, one or more Assistant Secretaries, one or more Assistant Treasurers
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article. One person may hold two or more offices.
Section 2. Election of Officers. The officers of the Corporation,
--------------------
except such officers as may be appointed in accordance with the provisions of
Section 3 or Section 5 of this Article, shall be chosen by the Board of
Directors.
Section 3. Subordinate Officers, Etc. The Board of Directors may
--------------------------
appoint by resolution, and may empower the Chairman of the Board, if there be
such an officer, or the President, to appoint such other officers as the
business of the Corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are determined from time
to time by resolution of the Board or, in the absence of any such determina
tion, as are provided in these Bylaws. Any appointment of an officer shall be
evidenced by a written instrument filed with the Secretary of the Corporation
and maintained with the corporate records.
Section 4. Removal and Resignation.
-----------------------
(a) Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
Board of Directors or, except in case of any officer chosen by the Board, by any
officer upon whom such power of removal may be conferred by resolution of the
Board.
(b) Subject to the rights, if any, of the Corporation under any
contract of employment, any officer may resign at any time effective upon giving
written notice to the Chairman of the Board, President, any Vice President or
Secretary of the Corporation, unless the notice specifies a later time for the
effectiveness of such resignation.
Section 5. Vacancies. A vacancy in any office because of death,
---------
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointments to such office.
Section 6. Chairman of the Board. If there is a Chairman of the
---------------------
Board, he shall, if present, preside at all meetings of the Board of Directors,
exercise and perform such other powers and duties as may be from time to time
assigned to him by resolution of the Board or prescribed by these Bylaws and, if
there is no President, the Chairman of the Board shall be the chief executive
officer of the corporation and have the power and duties set forth in Section 7
of this Article.
Section 7. President. Subject to such supervisory powers, if any as
---------
may be given by these Bylaws or the Board of Directors to the Chairman of the
Board, if there be such an officer, the President may be the chief executive
officer and general manager of the Corporation and shall, subject to the control
of the Board, have general supervision, direction and control of the business
and affairs of the Corporation. He shall preside at all meetings of the
shareholders and, in the absence of the Chairman of the Board, or if there be
none, at all meetings
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of the Board. He shall have the general powers and duties of management usually
vested in the office of president of a corporation, and shall have such other
powers and duties as may be prescribed from time to time by resolution of the
Board.
Section 8. Vice President. In the absence or disability of the
--------------
President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or, if not ranked, the Vice President designated by the Board, shall
perform all the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the President. The Vice
Presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the Board or as the
President may from time to time delegate.
Section 9. Secretary.
---------
(a) The Secretary, any Assistant Secretary, or, if they are absent or
unable to act, any other officer shall keep or cause to be kept (1) the minute
book, (2) the share register and (3) the seal, if any, of the Corporation.
(b) The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors required by these
Bylaws or bylaw to be given, and shall have such other powers and perform such
other duties as may be prescribed from time to time by the Board of Directors or
any committee of the Board of Directors.
Section 10. Chief Financial Officer.
-----------------------
(a) The Chief Financial Officer shall keep, or cause to be kept, the
books and records of account of the Corporation.
(b) The Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the Corporation with such
depositories as may be designated from time to time by resolution of the Board
of Directors. He shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, shall render to the President and the Board, whenever
they request it, an account of all of his transactions as Chief Financial
Officer and of the financial condition of the Corporation, and shall have such
other powers and perform such other duties as may be prescribed from time to
time by the Board or as the President may from time to time delegate.
ARTICLE VIII
Records and Reports
-------------------
Section 1. Minute Book. The Corporation shall keep or cause to be
-----------
kept in written form at its principal executive office or such other place as
the Board of Directors may order, a minute book which shall contain a record of
all actions by its shareholders, Board or committees of the Board including the
time, date and place of each meeting; whether a meeting is regular or special
and, if special, how called; the manner of giving notice of each meeting and
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a copy thereof; the names of those present at each meeting of the Board or
committees thereof; the number of shares present or represented at each meeting
of the shareholders; the proceedings of all meetings; any written waivers of
notice, consents to the holding of a meeting or approvals of the minutes
thereof; and written consents for action without a meeting.
Section 2. Share Register. The Corporation shall keep or cause to be
--------------
kept at its principal executive office or, if so provided by resolution of the
Board of Directors, at the Corporation's transfer agent or registrar, a share
register, or a duplicate share register, which shall contain the names of the
shareholders and their addresses, the number and classes of shares held by each,
the number and date of certificates issued for the same and the number and date
of cancellation of every certificate surrendered for cancellation.
Section 3. Books and Records of Account. The Corporation shall keep
----------------------------
or cause to be kept at its principal executive office or such other place as the
Board of Directors may order, adequate and correct books and records of account.
Section 4. Bylaws. The Corporation shall keep at its principal
------
executive office or, in the absence of such office in the State of California,
at its principal business office in the state, the original or a copy of the
Bylaws as amended to date.
Section 5. Inspection of Records. The shareholders and directors of
---------------------
the Corporation shall have all of the rights to inspect the books and records of
the Corporation that are specified in Section 213 and 1600 through 1602 of the
Corporations Code of California.
Section 6. Annual Report to Shareholders. The annual report to the
-----------------------------
shareholders described in Section 1501 of the Corporations Code of California is
expressly dispensed with, but nothing herein shall be interpreted as prohibiting
the Board of Directors from issuing annual or other periodic reports to the
shareholders of the Corporation as they see fit.
ARTICLE IX
Miscellaneous
-------------
Section 1. Checks, Drafts, Etc. All checks, drafts or other orders
--------------------
for payment of money, notes or other evidences of indebtedness, and any
assignment or endorsement thereof, issued in the name of or payable to the
Corporation, shall be signed or endorsed by such person or persons and in such
manner as, from time to time, shall be determined by resolution of the Board of
Directors.
Section 2. Contracts, Etc. - How Executed. The Board of Directors,
------------------------------
except as otherwise provided in these Bylaws, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances; and, unless so authorized or ratified
by the Board, no officer, employee or other agent 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 to any amount. However, any
contract or other instrument in writing
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executed or entered into between the Corporation and any other person, when
signed by (1) the Chairman of the Board, the President or any vice president and
(2) the Secretary, any assistant secretary, the Chief Financial Officer or any
assistant treasurer, is not invalid as to the Corporation by any lack of
authority of the signing officer in the absence of actual knowledge on the part
of the other person that the signing officers had no authority to execute such
contract or other instrument.
Section 3. Certificates of Stock. A certificate or certificates for
---------------------
shares of the capital stock of the Corporation shall be issued to each
shareholder when the shares are fully paid or the Board of Directors may
authorize the issuance of certificates for shares as partly paid provided that
these certificates shall conspicuously state the amount of the consideration to
be paid for them and the amount already paid. All certificates shall be signed
in the name of the Corporation by the 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 or series thereof owned by the shareholder. Any or all of the signatures
on a certificate may be by facsimile signature. In case any officer, transfer
agent or registrar 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 an officer, transfer agent or registrar at
the date of issue.
Section 4. Lost Certificates. Except as provided in this Section, no
-----------------
new certificate for shares shall be issued in lieu of an old certificate unless
the latter is surrendered to the Corporation and canceled at the same time. The
Board of Directors may in case any share certificate or certificate for any
other security is lost, stolen or destroyed, authorize the issuance of a new
certificate in lieu thereof, upon such terms and conditions as the Board may
require, including provision for indemnification of the Corporation secured by a
bond or other adequate security sufficient to protect the Corporation against
any claim that may be made against it, including any expense or liability, on
account of the alleged loss, theft or destruction of such certificate or the
issuance of such new certificate.
Section 5. Representation of Shares of Other Corporations. Any person
----------------------------------------------
designated by resolution of the Board of Directors or, in the absence of such
designation, the Chairman of the Board, the President or any Vice President or
the Secretary, or any other person authorized by any of the foregoing, is
authorized to vote on behalf of the Corporation any and all shares of any other
corporation or corporations, foreign or domestic, owned by the Corporation.
Section 6. Construction and Definitions. Unless the context otherwise
----------------------------
requires, the general provisions, rules of construction and definitions
contained in the Corporations Code of California shall govern the construction
of these Bylaws.
Section 7. Purchase of Liability Insurance. The Corporation shall, if
-------------------------------
and to the extent the Board of Directors so determines by resolution, purchase
and maintain insurance in an amount and on behalf of such agents of the
Corporation as the Board may specify in such resolution against any liability
asserted against or incurred by the agent in such capacity or arising
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out of the agent's status as such whether or not the Corporation would have the
capacity to indemnify the agent against such liability under the provisions of
this Section 7.
ARTICLE X
Amendments
----------
Section 1. Power of Shareholders. New bylaws may be adopted or these
---------------------
Bylaws may be amended or repealed by the affirmative vote of a majority of the
outstanding shares entitled to vote, or by the written consent of the
shareholders entitled to vote such shares, except as otherwise provided by law
or by the Articles of Incorporation.
Section 2. Power of Directors. Subject to the right of shareholders
------------------
(as provided in Section 1 of this Article X) to adopt, amend or repeal bylaws,
these Bylaws may be adopted, amended or repealed by the Board of Directors;
provided, however, that the Board of Directors may adopt a bylaw or amendment
thereof changing the authorized number of directors only for the purpose of
fixing the exact number of directors within the limits specified in Section 1 of
Article IV of these Bylaws.
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CERTIFICATE OF SECRETARY
The undersigned does hereby certify:
1. That I am the duly elected and acting Secretary of Sierra Bancorp,
a California corporation; and
2. That the foregoing bylaws constitute the bylaws of said
Corporation as duly adopted by action of the Sole Incorporator of
the Corporation duly taken on November 16, 2000.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed
the seal of this Corporation this 14/th/ day of December, 2000.
/s/ Robert H. Tienken
---------------------
Robert H. Tienken
Secretary
