EXHIBIT 3.2
AMENDED AND RESTATED
BYLAWS
OF
PACIFIC CAPITAL BANCORP
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TABLE OF CONTENTS
Section Page
1. NAME; EXECUTIVE OFFICES 1
1.1 Name of Corporation 1
1.2 Principal Office 1
1.3 Additional or New Offices 1
2. MEETINGS OF THE SHAREHOLDERS 1
2.1 Place of Meeting 1
2.2 Annual Meetings 1
2.3 Special Meetings 1
2.4 Notice of Meetings 2
2.5 Quorum Requirements 3
2.6 Adjourned Meetings 3
2.7 Voting Rights 3
2.8 Voting by Proxy 3
2.9 Inspectors of Election 3
2.10 Shareholder Action Without a Meeting 4
2.11 Shareholder Proposals 6
3. DIRECTORS OF THE CORPORATION 7
3.1 Powers of Directors 7
3.2 Number and Qualification of Directors 7
3.3 Election of Directors; Term 7
3.4 Resignation and Removal of Directors 8
3.5 Vacancies on Board of Directors 8
3.6 Nomination of Directors 8
3.7 Meetings of the Board of Directors 9
3.8 Director Action Without a Meeting 10
3.9 Committees of Directors 10
4. OFFICERS OF THE CORPORATION 10
4.1 Principal Officers 10
4.2 Election; Qualification and Tenure 11
4.3 Subordinate Officers 11
4.4 Resignation and Removal of Officers 11
4.5 Vacancies in Offices 11
4.6 Responsibilities of Officers 11
5. COMPENSATION; INDEMNIFICATION 12
5.1 Directors' Fees and Expenses 12
5.2 Compensation of Officers 13
5.3 Indemnification of Agents 13
6. CORPORATE RECORDS AND REPORTS 13
6.1 Corporate Records 13
6.2 Inspection of Books and Records 13
6.3 Annual Report to Shareholders 14
6.4 Financial Statements 14
6.5 Audit 14
7. CERTIFICATES AND TRANSFER OF SHARES 14
7.1 Certificates for Shares 14
7.2 Transfer of Shares on Books 15
7.3 Lost or Destroyed Certificates 15
7.4 Transfer Agent and Registrars 15
8. GENERAL CORPORATE MATTERS 15
8.1 Corporate Seal 15
8.2 Record Date 15
8.3 Voting of Shares in Other Corporations 15
8.4 Definitions and Interpretation 15
9. AMENDMENT TO BYLAWS 15
9.1 Amendments By Shareholders 15
9.2 Amendment By Directors 16
9.3 Record of Amendments 16
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1. NAME; EXECUTIVE OFFICES
1.1 Name of Corporation. The name of this Corporation is PACIFIC
CAPITAL BANCORP.
1.2 Principal Office. The Board of Directors shall designate the
location of the principal executive office of the Corporation, which may be at
any place within or without the State of California. If the principal executive
office is located outside of California, and if the Corporation has one or more
business offices in California, then the Board of Directors shall designate a
principal business office in the State of California.
1.3 Additional or New Offices. The Board of Directors may establish
such branch or subordinate offices, or may relocate the Corporation's principal
office, from time to time, at or to such locations as it determines to be
appropriate.
2. MEETINGS OF THE SHAREHOLDERS
2.1 Place of Meeting. All meetings of the shareholders of this
Corporation shall be held at such place within or without the State as may be
designated from time to time by the Board of Directors.
2.2 Annual Meetings. The annual meeting of the shareholders shall be
held each year on the Tuesday following the fourth (4th) Monday of April, at
2:00 p.m., unless another date or time is fixed by resolution of the Board of
Directors. However, if this day falls on a legal holiday, then the meeting shall
be held at the same time and place on the next succeeding full business day. At
each annual meeting, the shareholders shall elect a Board of Directors, consider
reports of the affairs of the Corporation, and transact such other business as
may properly be brought before the meeting.
2.3 Special Meetings.
2.3.1 Authorization to Call Special Meetings. The Chairperson
of the Board, the President, the Board of Directors, any two or more members of
the Board, or one or more shareholders holding not less than ten percent (10%)
of the voting power of the Corporation, may call special meetings of the
shareholders at any time for the purpose of taking any action permitted to be
taken by the shareholders under the California General Corporation Law and the
Articles of Incorporation.
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2.3.2 Procedure for Calling Special Meetings. If a special
meeting is called by any person other than the Board of Directors, the request
for the special meeting, specifying the general nature of the business proposed
to be transacted, shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the President, the Chairperson of
the Board, any Vice-President or the Secretary of the Corporation. The officer
receiving the request shall promptly cause notice of the meeting to be given in
the manner provided by Section 2.4 of these Bylaws to the shareholders entitled
to vote at the meeting. Any special meeting called for pursuant to this Section
2.3 shall be held not less than thirty-five (35) nor more than sixty (60) days
following receipt of the request for the special meeting. If notice of the
special meeting is not given to shareholders within twenty (20) days after the
receipt of a request, the person(s) calling the meeting may give notice thereof
in the manner provided by these Bylaws or apply to the California Superior Court
as provided in Section 305(c) of the California General Corporation Law.
2.4 Notice of Meetings.
2.4.1 Time of Notice. Notice of meetings, annual or special,
shall be given in writing to each shareholder entitled to vote at such meeting
by the Secretary or an Assistant Secretary, or if there be no such officers, by
the Chairperson of the Board or the President, or in the case of neglect or
refusal, by any person entitled to call a meeting, not less than ten (10) days
(or, if sent by third class mail, thirty (30) days) nor more than sixty (60)
days before the date of the meeting.
2.4.2 Procedure for Giving Notice. Written notice of the
meeting shall be given either personally or by first class mail (or third class
mail if the Corporation has shares held of record by 500 or more persons as of
the record date for the meeting) or telegraphic or other means of written
communication, charges prepaid, 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. If no such address for
notice appears on the Corporation's books or has not been given, notice shall be
deemed to have been given if sent to the shareholder in care of the
Corporation's principal executive office or if published at least once in a
newspaper of general circulation in the county in which the principal executive
office of the Corporation is located. 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. An affidavit of mailing of any notice in
accordance with the above provisions, executed by the Secretary, Assistant
Secretary or any transfer agent, shall be prima facie evidence of the giving of
the notice. The giving of notice as provided by these Bylaws may be omitted only
to the extent and in the manner expressly permitted by the California General
Corporation Law.
2.4.3 Contents of Notice. Notice of any meeting of
shareholders shall specify:
A. The place, the date and the hour of the meeting;
B. Those matters which the Board, at the time of the
mailing of the notice, intends to present for action by the
shareholders;
C. If directors are to be elected, the names of
nominees whom, at the time of the notice, management intends to present
for election;
D. The general nature of any business to be
transacted at a special meeting and that no other business shall be
transacted;
E. The general nature of business to be transacted at
any meeting, whether regular, annual or special, if such business
relates to any proposal to take action with respect to the approval of
(i) a contract or other transaction with an interested director,
governed by Section 310 of the California General Corporation Law, (ii)
an amendment of the Articles of Incorporation, (iii) the reorganization
of the Corporation within the meaning of the California General
Corporation Law, (iv) the voluntary dissolution of the Corporation, or
(v) a plan of distribution in dissolution other than in accordance with
the rights of any outstanding preferred shares as provided in
California General Corporation Law Section 2007; and
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F. Such other matters, if any, as may be expressly
required by the California General Corporation Law.
2.5 Quorum Requirements. The holders of a majority of the shares
entitled to vote, represented in person or by proxy, shall be required for, and
shall constitute a quorum at, all meetings of the shareholders for the
transaction of business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.
2.6 Adjourned Meetings.
2.6.1 Lack of Quorum. If a quorum is not present or
represented at any meeting of the shareholders, the meeting may be adjourned by
a majority vote of the shares entitled to vote who are present, either in person
or by proxy, until such time as the requisite number of voting shares
constituting a quorum is be present.
2.6.2 Notice of Adjourned Meeting. When a meeting is adjourned
for more than forty-five (45) days or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given in accordance with the provisions of Section 2.4 of these Bylaws. Except
as provided in this Section 2.6.2, it shall not be necessary to give any notice
of the adjourned meeting, other than by announcement of the time and place
thereof at the meeting, other than by announcement of the time and place thereof
at the meeting at which the adjournment is taken, and the Corporation may
transact at the adjourned meeting any business which might have been transacted
at the original meeting.
2.7 Voting Rights.
2.7.1 General Voting Rights. Subject to the provisions of
Section 702 through 706, inclusive, of the California General Corporation Law,
only persons in whose names shares entitled to vote stand on the stock records
of the Corporation on the record date shall be entitled to vote at meetings of
the shareholders. Except as provided in Section 2.7.3, below, every shareholder
entitled to vote shall be entitled to one vote for each share held of record,
and the affirmative vote of a majority of the shares represented at the meeting
and entitled to vote on any matter shall be the act of the shareholders, unless
the vote of a greater number or voting by classes is required by the California
General Corporation Law or by the Articles of Incorporation.
2.7.2 Voice Voting; Written Ballots. Voting at meetings of the
shareholders may be by voice vote or by ballot except that, in any election of
directors, voting must be by written ballot if voting by ballot is requested by
any shareholder entitled to vote.
2.8 Voting by Proxy.
2.8.1 Form and Use of Proxies. Every shareholder entitled to
vote, or to execute consents, may do so either in person, by telegram, or by
written proxy in a form as provided in, and executed in accordance with the
applicable provisions of the California General Corporation Law. Proxies must be
filed with the Secretary or an Assistant Secretary of the Corporation.
2.8.2 Validity of Proxies. The validity of a proxy tendered on
behalf of a shareholder, and any revocation thereof, shall be determined in
accordance with the provisions of Section 705 of the California General
Corporation Law.
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2.9 Inspectors of Election. In advance of any meeting of shareholders,
the Board of Directors may appoint any persons other than nominees for office to
act as Inspectors of Election at such meeting or any adjournment thereof. If no
Inspectors of Election are appointed or if an appointment is vacated by an
Inspector who fails to appear or fails or refuses to act, the Chairperson of any
such meeting may, and on the request of any shareholder or his proxy shall, make
such appointment or fill such vacancy at the meeting. The number of Inspectors
shall be as prescribed by and shall have the duties set forth in Section 707(a)
of the California General Corporation Law. Inspectors shall have the authority
and duties set forth in Sections 707(b) and 707(c) of the California General
Corporation Law.
2.10 Shareholder Action Without a Meeting
2.10.1 Written Consents. Unless otherwise provided in the
Articles of Incorporation, any action which may be taken at any annual or
special meeting of the shareholders, other than the election of directors, 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 shareholders entitled
to vote thereon were present and voted.
2.10.2 Notice of Written Consent. Unless the consents of all
shareholders entitled to vote have been solicited in writing, prompt notice of
any corporate action approved by shareholders without a meeting by less than
unanimous written consent shall be given, in accordance with Section 601(b) of
the California General Corporation Law, to those shareholders entitled to vote
who have not consented in writing. Such notice must be given at least ten (10)
days before the consummation of any action authorized by such approved if the
action involves (i) a contact or other transaction with an interested director,
governed by Section 310 of the California General Corporation Law, (ii) the
indemnification of any present or former agent of the Corporation within the
meaning of Section 317 of the California General Corporation Law, (iii) any
reorganization within the meaning of the California General Corporation Law, or
(iv) a plan of distribution in dissolution other than in accordance with the
rights of any outstanding preferred shares as provided in California General
Corporation Law Section 2007.
2.10.3 Election of Directors by Written Consent. A director
may be elected at any time to fill a vacancy (other than a vacancy resulting
from the removal of a director) not filled by the Board by written consent of
persons holding a majority of the outstanding shares entitled to vote for the
election of directors, and any required notice of such election shall promptly
be given as provided in Section 2.10.2, above. Directors may not otherwise be
elected without a meeting unless a consent in writing, setting forth the action
so taken, is signed by all of the persons who would be entitled to vote for the
election of directors.
2.10.4 Solicitation of Consents. In order that the
shareholders have an opportunity to receive and consider the information germane
to making an informed judgement as to whether to give a written consent, no
corporate action to be taken by written consent shall be effective until the
later of (a) twenty (20) days after the date of the commencement of a
solicitation (as such term is defined in Rule 14a-1 promulgated under the
Securities Exchange Act of 1934, as amended) of consents, and (b) such date as
may be specified in the proxy statement or information statement furnished in
connection with the solicitation; provided that the foregoing shall not apply to
any correspondence of not more than ten (10) persons. For purposes of this
Section 2.10, a consent solicitation shall be deemed to have commenced when a
proxy statement or information statement containing information required by law
is first furnished to the shareholders.
2.10.5 Duration of Consents. Consents to corporate action (a)
shall be effective only on delivery to the Corporation of the original or a
certified copy of the consent and (b) shall be valid for a maximum of sixty (60)
days after the date of the earliest dated consent delivered to the Corporation
in the manner provided in this Section 2.10.
2.10.6 Revocation of Consents. Consents may be revoked at any
time 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. Consents may be revoked by written notice delivered to any of (a)
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the Corporation, (b) the shareholder or shareholders soliciting consents or
soliciting revocations in opposition to action by consent proposed by the
Corporation (the "Soliciting Shareholders"), or (c) a proxy solicitor or other
agent designated by the Corporation or the Soliciting Shareholders. A revocation
of a consent shall be effective upon receipt by the applicable person.
2.10.7 Inspectors of Election. Within three (3) business days
after the delivery of any consents to the Corporation or the determination by
the Board of Directors that the Corporation should seek corporate action by
written consent, as the case may be, the Secretary shall engage independent
inspectors of elections (the "Inspectors") for the purpose of performing a
ministerial review of the validity of the consents and revocations. The cost of
retaining inspectors of election shall be borne by the Corporation.
2.10.8 Procedures for Counting. Consents and revocations shall
be delivered to the Inspectors upon receipt by the Corporation, the Soliciting
Shareholders or their proxy solicitors or other designated agents. As soon as
consents and revocations are received, the Inspectors shall review the consents
and revocations and shall maintain a count of the number of valid and unrevoked
consents. The Inspectors shall keep such count confidential and shall not reveal
the count to the Corporation, the Soliciting Shareholder or their
representatives or any other entity except in connection with the Preliminary
Report or the Final Report. As soon as practicable after the earlier of (a)
sixty (60) days after the date of the earliest dated consent delivered to the
Corporation or (b) a written request therefor by the Corporation or the
Soliciting Shareholders (whichever is soliciting consents) (which request may be
made no earlier than twenty (20) days after the commencement of the applicable
solicitation of consents, except in the case of corporate action by written
consent taken pursuant to solicitation of not more than ten (10) persons),
notice of which request shall be given to the party opposing the solicitation of
consents, if any, the Inspectors shall issue a preliminary report (the
"Preliminary Report") to the Corporation and the Soliciting Shareholders
stating: (i) the number of valid consents; (ii) the number of valid revocations;
(iii) the number of valid and unrevoked consents; (iv) the number of invalid
consents; (v) the number of invalid revocations; and (vii) whether, based on
their preliminary count, the requisite number of valid and unrevoked consents
has been obtained to authorize or take the action specified in the consents. Any
request delivered by the Corporation or the Soliciting Shareholders under this
Section shall state that the requesting party has a good faith belief that the
requisite number of valid and unrevoked consents to authorize or take the action
specified in the consents has been received in accordance with these By-Laws.
2.10.9 Inspectors' Final Report. Unless the Corporation and
the Soliciting Shareholders shall agree to a shorter or longer period, the
Corporation and the Soliciting Shareholders shall have forty-eight (48) hours
after the Inspectors' delivery of the Preliminary Report to review the
Preliminary Report and copies of the consents and revocations and to advise the
Inspectors and the opposing party in writing as to whether they intend to
challenge the Preliminary Report of the Inspectors. If no written notice of an
intention to challenge the Preliminary Report is received within such 48-hour
period, the Inspectors shall issue to the Corporation and the Soliciting
Shareholders their final report (the "Final Report") containing the information
from the Inspectors, determination with respect to whether the requisite number
of valid and unrevoked consents was obtained to authorize and take the action
specified in the consents. If the Corporation or the Soliciting Shareholders
issue written notice of an intention to challenge the Inspectors' Preliminary
Report within such 48-hour period, a challenge session shall be scheduled by the
Inspectors as promptly as practicable. A transcript of the challenge session
shall be recorded by a certified court reporter. Following completion of the
challenge session, the Inspectors shall as promptly as practicable issue their
Final Report to the Soliciting Shareholders and the Corporation. The Final
Report shall contain the information included in the Preliminary Report, plus
all changes, if any, in the vote total as a result of the challenge and a
certification of whether the requisite number of valid and unrevoked consents
was obtained to authorize or take the action specified in the consents. A copy
of the Final Report of the Inspectors shall be included in the Corporation's
records in which the proceedings of meetings of shareholders are maintained.
2.10.10 Further Review. If the Inspectors state in the Final
Report that the requisite number of valid and unrevoked consents was not
obtained to authorize or take the action specified in the consents, the party
soliciting the consents thereafter may make one additional request in accordance
with the provisions of Section 2.10.8 hereof that the Inspectors again review
the consents and revocations and issue a further Preliminary Report and Final
Report.
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2.10.11 Notice to Shareholders. The Corporation shall give
prompt notice to the shareholders of the results of any consent solicitation or
the taking of the corporate action without a meeting and by less than unanimous
written consent.
2.10.12 Content of Consents; Delivery of Consents. Each
written consent shall bear the date of signature of each shareholder who signs
the consent and a clear statement of the name of the shareholder who signs the
consent. Consents and revocations of consent shall be delivered to the
Corporation or any other person by hand or by certified or registered mail,
return receipt requested. Subject to the provisions of Section 2.10.4 hereof,
consents and revocations of consent shall be effective upon receipt. other
notices and requests delivered under this Section 2.10 may be delivered
personally, by facsimile or other form of electronic transmission that provides
for confirmation of receipt, or by certified or registered United States mail,
return receipt requested, and, if properly addressed, shall be deemed delivered
(a) on the date of delivery, if delivery was made personally or by transmission
by facsimile or other form of electronic transmission, or (b) on the fifth (5th)
business day after the date on which deposited with the United States Postal
Service.
2.10.13 Severability. Each term and provision of this Section
2.10 shall be valid and enforceable to the fullest extent permitted by law. If
independent counsel to the Corporation delivers to the Corporation a written
opinion stating, or a court of competent jurisdiction determines, that this
Section 2.10, or any portion thereof, or the application thereof to any person
or circumstance is illegal or unenforceable with respect to any corporate action
to be taken by written consent for which a consent has been delivered to the
Corporation, then this Section 2.10, or such portion thereof, as the case may
be, shall after the date of such delivery of such opinion or such determination
be null and void in total or with respect to such person or circumstance, as the
case may be, and the remainder of this Section 2.10 or the application thereof
to persons or circumstances other than those to which it is held invalid or
unenforceable, shall not be affected thereby.
2.11 Shareholder Proposals
2.11.1 Annual Meeting. At any annual meeting of Shareholders,
only such business shall be conducted as shall have been properly brought before
the meeting. The provisions of this Section 2.11.1 shall control the
determination of whether a proposal by any Shareholder, in his or her capacity
as a Shareholder, for action by the Shareholders of the Corporation has been
properly brought before the annual meeting.
A. Nomination of Directors. All nominations by
shareholders of persons to be elected as Directors of the Corporation
shall be made in accordance with the provisions of Section 3.6 of these
Bylaws.
B. Submission of Proposal. To be properly brought
before an annual meeting of shareholders, any proposal for action by
the shareholders, other than the nomination of any person for election
as a Director, submitted by a shareholder of the Corporation must be
made in writing, must be timely delivered to the Secretary of the
Corporation at its principal place of business and must otherwise be a
proper matter for shareholder action. To be timely delivered, a
shareholder's proposal must be delivered to the Secretary of the
Corporation not later than the close of business on the 90th day nor
earlier than the close of business on the 120th day prior to the first
anniversary of the preceding year's annual meeting; provided that in
the event that the date of the annual meeting is more than thirty (30)
days before or more than sixty (60) days after such anniversary date,
to be timely delivered the proposal must be delivered (i) not earlier
than the close of business on the 120th day prior to such annual
meeting and (ii) not later than the close of business on the later of
(x) the 90th day prior to such annual meeting or (y) the 10th day
following the day on which public announcement of the date of such
meeting is first made. In no event shall the public announcement of an
adjournment of an annual meeting or the adjournment of an annual
meeting commence a new time period for delivery of a shareholder's
proposal.
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2.11.2 Special Meetings of Shareholders. Only such business
shall be conducted at a special meeting of Shareholders as shall have been
brought before the meeting pursuant to the Corporation's notice of meeting.
2.11.3 Content of Submission. A shareholder's notice to the
Secretary of the Corporation requesting that a proposal for action be submitted
for consideration at any meeting of shareholders shall set forth as to the
matter which the shareholder proposes to bring before the meeting: (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting; (b) the name and address,
as they appear on the Corporation's books, of the shareholder proposing such
business; (c) the class and number of shares of stock of the Corporation owned
by the shareholder beneficially and of record; (d) any material interest of the
shareholder in the business proposed to be brought before the meeting; and (e)
any other information that is required by law to be provided by the shareholder
in the shareholder's capacity as a proponent of the proposal.
2.11.4 Number of Proposals. No shareholder, other than the
shareholder(s) on whose behalf the meeting is noticed and called, may submit
more than one (1) proposal for consideration at any one (1) meeting of the
shareholders of the Corporation.
2.11.5 Federal Rules. Nothing in this Section shall be deemed
to limit or waive the application of, or the need for any shareholder to comply
with, any of the provisions of Section 14 of the Securities Exchange Act of 1934
and the Rules promulgated thereunder applicable to the inclusion of any
shareholder proposal in any proxy statement or form of proxy used by the
Corporation in connection with any meeting of shareholders. Nothing in this
Bylaw shall be deemed to affect the rights of any shareholder to request
inclusion of a proposal in the Corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act.
2.11.6 Chairperson's Statement. The Chairperson of the meeting
shall have the authority to determine and declare to the meeting whether any
business proposed to be brought before the meeting was properly brought before
the meeting in accordance with the provisions of this Section 2.11 and, if any
proposed business is not in compliance with this Section 2.11, to declare that
such defective proposal shall be disregarded.
2.11.7 Public Announcement. For purposes of this Section 2.11,
"public announcement" shall mean the disclosure in a press release reported by
the Dow Jones News Service, Associated Press or comparable national news service
or in a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities
Exchange Act of 1934.
3. DIRECTORS OF THE CORPORATION
3.1 Powers of Directors. Subject to the limitations of the Articles of
Incorporation, the Bylaws, and the California General Corporation Law as to
action requiring the authorization or approval of the shareholders, the
outstanding shares, or less than a majority vote of the preferred shares, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed by, the Board of
Directors. The Board may delegate the management of the day-to-day operation of
the business to a management company or other person, provided that the business
and the affairs of the Corporation shall be managed, and all corporation powers
shall be exercised under, the ultimate direction of the Board.
3.2 Number and Qualification of Directors.
3.2.1 Authorized Number. The number of directors who may be
authorized to serve on the Board of Directors of the Corporation shall be no
less than nine (9) nor more than seventeen (17). Until a different number within
the foregoing limits is specified in an amendment to this Section 3.2.1 duly
adopted by the Board of Directors or the shareholders, the exact number of
authorized directors shall be fifteen (15).
3.2.2 Change in Authorized Number. Within the limits specified
in Section 3.2.1, above, a change in the exact number of authorized directors of
the Corporation may be made by an amendment to said Section 3.2.1 duly approved
by the Board of Directors or the shareholders. A change in the minimum or
maximum number of directors who may be authorized to serve on the Board of
Directors, or a change from a variable to a fixed Board, may be made only by
amendment of the Articles of Incorporation or by a Bylaw amending this Section
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3.2 duly adopted by the vote or written consent of the holders of a majority of
the outstanding shares entitled to vote. Unless the Corporation then has less
than three (3) shareholders of record, the authorized number of directors shall
not be reduced below three (3), and no Bylaw or amendment of the Articles
reducing the authorized number of directors to less than five (5) shall be
adopted if the votes cast against its adoption at a meeting, or the shares not
consenting in the case of action by written consent, are equal to more than
16-2/3% of the outstanding shares entitled to vote.
3.3 Election of Directors; Term.
3.3.1 Term of Office. The directors shall be elected at each
annual meeting of the shareholders to hold office until the next annual meeting.
Each director, including a director elected to fill a vacancy, shall hold office
until the expiration of the term for which elected and until a successor has
been elected and qualified.
3.3.2 Reduction in Number of Directors. No reduction in the
authorized number of directors shall have the effect of removing any director
prior to the expiration of that director's term of office.
3.4 Resignation and Removal of Directors.
3.4.1 Resignation. Any director may resign by giving written
notice of resignation to the Chairperson of the Board, if any, or to the
President, the Secretary or the Board of Directors. If any director tenders a
resignation to take effect at a future time, the Board or the shareholders shall
have the power to elect a successor to take office at such time as the
resignation shall become effective.
3.4.2 Removal. The entire Board of Directors, or any
individual director, may be removed from office in the manner provided by the
California General Corporation Law.
3.5 Vacancies on Board of Directors.
3.5.1 Events Creating Vacancies. A vacancy in the Board of
Directors shall be deemed to exist in the case of the death, resignation or
removal of any director, if a director has been declared of unsound mind by
order of Court or convicted of a felony, if the authorized number of directors
is increased, or if the shareholders shall fail, either at a meeting at which an
increase in the number of directors is authorized or at an adjournment thereof,
or at any other time, to elect the full number of authorized directors.
3.5.2 Filling of Vacancies on Board. Vacancies in the Board of
Directors, except for a vacancy created by the removal of a director, may be
filled by a majority of the remaining directors, whether or not less than a
quorum, or by a sole remaining director, and each director so elected shall hold
office until the next annual meeting of the shareholders and until a successor
has been elected and qualified. A vacancy created by the removal of a director
may be filled only by a vote of the majority of the shares entitled to vote at a
duly held meeting of the shareholders. The shareholders may at any time elect
directors to fill any other vacancies not filled by the directors and any such
election made by written consent shall require the consent of a majority of the
outstanding shares entitled to vote.
3.6 Nomination of Directors.
3.6.1 Authority to Make Nominations. Nominations for directors
may be made by the Board of Directors or by any holder of record of any
outstanding class of capital stock of the Corporation entitled to vote for the
election of directors.
<PAGE>
3.6.2 Nomination Procedure. At annual meetings and special
meetings of the shareholders called by the Board of Directors, nominations for
directors, other than those approved by the Board of Directors of the
Corporation, shall be made in writing and shall be delivered or mailed to the
Secretary of the Corporation at its principal place of business not less than
fourteen (14) days nor more than fifty (50) days prior to scheduled date of the
meeting; provided, however, that if less than twenty-one (21) days' notice of
the meeting is given to the shareholders, such nominations shall be mailed or
delivered to the Secretary of the Corporation not later than the close of
business on the seventh (7th) day following the day on which notice of the
meeting was mailed to the shareholders. Any such notification shall (a) be
accompanied by a written statement signed and acknowledged by the nominee
consenting to his or her nomination and agreeing to serve as director if elected
by the shareholders, and (b) shall contain the following information, to the
extent known to the nominating shareholder:
A. The name and address of each proposed nominee;
B. The total number of shares of capital stock of the
Corporation expected to be voted for each proposed nominee;
C. The principal occupation of each proposed nominee;
D. The name and residence address of the nominating
shareholder; and
E. The number of shares of capital stock of the
Corporation owned by the nominating shareholder.
3.6.3 Defective Nominations. Nominations not made in
accordance with this Section 3.6 may be disregarded by the Chairperson of the
meeting, at his or her discretion, and upon the instructions of the Chairperson,
the inspectors of the election may disregard any votes cast for any such
nominee.
3.6.4 Exceptions. The provisions of this Section 3.6 shall
apply only to nominations for directors who are to be elected at the annual
meeting or any special meeting of shareholders called by the Board of Directors,
and this Section shall not apply to (a) nominations for directors who are to be
elected at a special meeting of shareholder properly called by the shareholders
at which directors are to be elected pursuant to Section 305 of the California
Corporations Code to fill a vacancy on the Board of Directors, or (b) the
election of directors by the written consent of the shareholders pursuant to
Section 603 of the California Corporations Code.
3.7 Meetings of the Board of Directors.
3.7.1 Place of Meeting. Meetings of the Board of Directors
shall be held at the principal executive office of the Corporation, or at such
other place as may be designated from time to time by resolution of the Board of
Directors or as may be designated in the notice of the meeting.
3.7.2 Annual Meetings. An annual meeting of the Board of
Directors shall be held without notice at the place of the annual meeting of
shareholders immediately following the adjournment of the annual shareholders
meeting for the purpose of organizing the Board, electing any officers desired
to be elected, and transacting such other business as may properly come before
the meeting.
3.7.3 Other Regular Meetings. Other regular meetings of the
Board of Directors shall be held without notice at such time as may be
designated from time to time by resolution of the Board of Directors.
3.7.4 Special Meetings; Notices.
A. Special meetings of the Board of Directors may be
called for any purpose at any time by the Chairperson of the Board, the
President, the Secretary, or by any two (2) directors.
<PAGE>
B. Notice of the time and place of special meetings
shall be delivered or communicated personally to each director by
telephone, or by telegraph or mail, charges prepaid, addressed to each
director at the address of that director as it is shown upon the
records of the Corporation, or if such address is not readily
ascertainable, at the place in which the meetings of the directors are
regularly held. Notice by mail shall be deposited in the United States
mail at least four (4) days prior to the scheduled time of the meeting
and shall be deemed given when so deposited. Notice by telegraph shall
be delivered to the telegraph company at least forty-eight (48) hours
prior to the scheduled time of the meeting and shall be deemed given
when so delivered. Should notice be delivered personally or by
telephone, it shall be so delivered at least twenty-four (24) hours
prior to the scheduled time of the meeting. Notice given by mail,
telegraph or by delivery in person within the time provided by this
Section shall be due, legal and personal notice to the director to whom
it is directed. Any oral notice given within the time provided by this
Section shall be due, legal and personal notice if communicated to a
person at the office of the director for whom intended in the
reasonable belief that such person will promptly communicate such
notice to that director.
3.7.5 Conference Telephone Meetings. Any meeting, regular or
special, may be held by conference telephone or similar communications equipment
as long as all directors participating in the meeting can hear one another, and
any such participation shall constitute presence in person at the meeting.
3.7.6 Waiver of Notice. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall be as
valid as action taken at a meeting regularly called and noticed if all the
directors are present and sign a written waiver of notice and consent to holding
such meeting, or if a majority of the directors are present and all directors
either before or after the meeting, sign a written waiver of notice, or a
consent to holding the meeting, or an approval of the minutes thereof. All such
waivers, consents, or approvals shall be filed with the corporate records or
made a part of the minutes of the meeting. Notice of a meeting need not be given
to a director who attends the meeting without protesting the lack of notice to
such director, either prior thereto or at the commencement of such meeting.
3.7.7 Quorum Requirements. A majority of the exact number of
authorized directors fixed in, or by the Board of Directors pursuant to Section
3.2.1, shall be necessary to constitute a quorum for the transaction of business
(other than to adjourn) and the action of a majority of the directors present at
a meeting duly held at which a quorum is present shall be valid as the act of
the Board of Directors unless a greater number is required by the Articles of
Incorporation, these Bylaws, or the California General Corporation Law. A
meeting at which a quorum initially is present may continue to transact
business, notwithstanding the withdrawal of one or mare directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.
3.7.8 Adjourned Meetings. A majority of the directors present,
whether or not a quorum, may adjourn from time to time by fixing a new time and
place prior to taking adjournment, but if any meeting is adjourned for more than
twenty-four (24) hours, notice of any adjournment to another time or place shall
be given, prior to the reconvening of the adjourned meeting, to any directors
not present at the time the adjournment was taken.
3.8 Director 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 shall individually or collectively consent in writing to
that action. Each such written consent shall be filed with the minutes of the
proceedings of the Board, and shall have the same force and effect as a
unanimous vote of the directors.
3.9 Committees of Directors.
3.9.1 Appointment of Committees. The Board of Directors, by
resolutions adopted by a majority of the authorized number of directors, may
establish one or more committees (including specifically but without limitation
an Executive Committee and an Audit Committee), each consisting of two or more
directors, to serve at the pleasure of the Board, and may designate one or more
alternate directors to replace any absent committee members at any meeting of a
committee. The Board of Directors may delegate to any such committee any of the
powers and authority of the Board of Directors in the business and affairs of
the Corporation, except those powers specifically reserved to the Board of
Directors by the provisions of Section 311 of the California General Corporation
Law.
<PAGE>
3.9.2 Meetings and Actions of Committees. Meetings of
committees shall be held and actions of committees shall be taken in the same
manner as is provided by these Bylaws for meetings of directors, except that the
time of regular meetings of committees may be determined either by resolution of
the Board of Directors or by the members of the committee. Alternate committee
members shall be entitled to attend all committee meetings and to receive notice
of special meetings of the committee. The Board of Directors may adopt rules for
the governing of any committee not inconsistent with the provisions of these
Bylaws.
4. OFFICERS OF THE CORPORATION
4.1 Principal Officers. The principal officers of the Corporation shall
consist of a President, a Secretary and a Chief Financial Officer. At the
discretion of the Board of Directors, the Corporation may also appoint a
Chairperson of the Board, a Vice Chairperson of the Board, one or more
Vice-Presidents or Assistant Vice-Presidents, and such subordinate officers
pursuant to Section 4.3 of these Bylaws.
4.2 Election; Qualification and Tenure.
4.2.1 Election of Officers. After their election, the Board of
Directors shall meet and organize by electing a President, a Secretary and a
Chief Financial Officer, who may be, but need not be, members of the Board of
Directors, and such additional officers provided by these Bylaws as the Board of
Directors shall determine to be appropriate. Any two or more offices may be held
by the same person.
4.2.2 Term of Employment. Each officer of this Corporation
shall serve at the pleasure of the Board of Directors, subject, however, to any
rights of an officer under any contract of employment with the Corporation.
4.3 Subordinate Officers. Subordinate officers, including Assistant
Secretaries, Treasurers and Assistant Treasurers, and such other officers or
agents as the business of the Corporation may require, may from time to time be
appointed by the Board of Directors, the President, or by any officer empowered
to do so by the Board of Directors, and shall have such authority and shall
perform such duties as are provided in the Bylaws or as the Board of Directors
or the President may from time to time determine.
4.4 Resignation and Removal of Officers.
4.4.1 Removal. Any officer may be removed, either with or
without cause, by a majority of the directors at the time in office, at any
regular or special meeting of the Board, or, except in the case of an officer
appointed by the Board of Directors, by any officer upon whom the power of
removal has been conferred by the Board of Directors.
4.4.2 Resignation. Any officer may resign at any time by
giving written notice to the Board of Directors or to the President, or to the
Secretary or an Assistant Secretary of the Corporation. Any such resignation
shall take effect upon receipt of such notice or at any later time specified
therein, and unless otherwise specified in the notice, the acceptance of such
resignation shall not be necessary to make it effective.
4.4.3 Contractual Obligations. The resignation or removal of
an officer shall not prejudice the rights of the Corporation or of the officer
under any contract of employment between the officer and the Corporation.
<PAGE>
4.5 Vacancies in Offices. Any vacancy in an office occurring because of
death, resignation, removal, disqualification or any other cause may be filled
by the Board of Directors at any regular or special meeting of the Board, or in
such manner as may otherwise be prescribed in the Bylaws for regular appointment
to the vacant office.
4.6 Responsibilities of Officers.
4.6.1 Chairperson of the Board. The Chairperson of the Board,
if there be one, shall, when present, preside at all meetings of the
shareholders and of the Board of Directors, and shall have such other powers and
duties as from time to time shall be prescribed by the Board of Directors. If
there is no President, the Chairperson of the Board, if any, shall be the Chief
Executive Officer and general manager of the Corporation and shall have the
powers and duties prescribed in Section 4.6.2, below.
4.6.2 President. The President shall be the general manager of
the Corporation and, subject to the control of the Board of Directors, shall be
the chief executive officer of the Corporation and shall have general
supervision, direction and control of the business and officers of the
Corporation. In the absence of the Chairperson of the Board, or if there be
none, the President shall preside at all meetings of the shareholders and of the
Board of Directors, but shall have no vote at any such meetings unless the
President is also a director. The President shall have the general powers and
duties of management customarily vested in the office of President of a
corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors.
4.6.3 Vice-Presidents. In the absence or the disability of the
President, and the Chairperson of the Board, if any, 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 President, shall perform the duties and
exercise the powers of the President and when so acting shall have all of the
powers of and shall be subject to all of the restrictions upon the President.
The Vice-Presidents shall perform such other duties and have such other powers
as the Board of Directors and the President shall prescribe.
4.6.4 Secretary. The Secretary shall have such powers and
shall perform such duties as may be prescribed by the Board of Directors and the
President and shall, in addition:
A. Keep, or cause to be kept, at the principal
executive office or such other place as the Board of Directors may
order, a book of all minutes of all of the proceedings of its
shareholders and the Board of Directors and committees of the Board,
with the time and place of holding of meetings, whether regular or
special, and if special, how authorized, the notice thereof given, the
names of those present at directors' meetings, the number of shares
present or represented at shareholders' meetings, and the proceedings
thereof;
B. Keep, or cause to be kept, at the principal
executive office or at the office of the Corporation's transfer agent,
at share register or a duplicate share register, showing 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; and
C. Give, or cause to be given, notice of all the
meetings of the shareholders and of the Board of Directors required by
the Bylaws or by law to be given; and
D. Keep the seal of the Corporation if one be
adopted, and affix the seal to all documents requiring a seal.
4.6.5 Assistant Secretary. The Assistant Secretary, if
provided for and appointed, shall have all the rights, duties, powers and
privileges of the Secretary and may act in the place and stead of the Secretary
whenever necessary or desirable.
<PAGE>
4.6.6 Chief Financial Officer. The Chief Financial Officer
shall have such powers and perform such duties as may be prescribed by the Board
of Directors and the President and shall, in addition:
A. Keep and maintain or cause to be kept and
maintained, adequate and correct accounts of the properties and
business transactions of the Corporation, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares;
B. Deposit all moneys and other valuables in the name
and to the credit of the Corporation with such depositories as may be
designated by the Board of Directors; and
C. Disburse the funds of the Corporation as may be
ordered by the Board of Directors, and render to the President and the
directors, whenever they so request, an account of all transactions as
Chief Financial Officer and of the financial condition of the
Corporation.
5. COMPENSATION; INDEMNIFICATION
5.1 Directors' Fees and Expenses.
5.1.1 Compensation. Directors and committee members may
receive such compensation, if any, for their services, and may be reimbursed for
expenses incurred by them on behalf of the Corporation, in the manner and to the
extent provided in resolutions duly adopted by the Board of Directors.
5.1.2 Officer Compensation. This Section 5.1 shall not
preclude any director from also serving as an officer, employee or agent of the
Corporation and receiving compensation from the Corporation for such services.
5.2 Compensation of Officers. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board of Directors or by the
President, subject to any rights of the officer pursuant to any employment
contract between that officer and the Corporation.
5.3 Indemnification of Agents.
5.3.1 Right to Indemnify. The Corporation shall have the
power and authority to indemnify any director, officer, committee member or
other representative, employee or agent of the Corporation (as that latter term
is defined in Section 317 of the California General Corporation Law) in the
manner and to the extent provided in Section 317 of the California General
Corporation Law. The indemnification provided for by this Section shall not be
deemed exclusive of any other rights which those seeking indemnification may
have including, but not limited to, any rights granted under any agreement,
insurance policy, or a vote of shareholders or disinterested directors.
5.3.2 Liability Insurance. The Corporation shall have the
power to purchase and maintain insurance on behalf of any of its directors,
officers, employees or agents insuring against liability asserted against or
incurred by any such person in such capacity, whether or not the Corporation
would be empowered to indemnify such person under the provisions of this Section
5.
6. CORPORATE RECORDS AND REPORTS
6.1 Corporate Records. The Corporation shall keep and maintain all of
the books and records required by this Section 6.1.
6.1.1 Record of Shareholders. A record of shareholders of the
Corporation, giving the names and addresses of all shareholders and the number
and class of shares held by each of them, shall be kept at the Corporation's
principal executive office, or at the office of its transfer agent or registrar
if one be appointed. The records of the Corporation's shareholders shall be open
to the shareholders for inspection in the manner and to the extent provided by
Section 1600 of the California General Corporation Law.
<PAGE>
6.1.2 Corporate Bylaws. The original or a copy of these
Bylaws, as amended to date, shall be kept at the principal executive office of
the Corporation or, if such office is not in the State of California, at its
principal business office in California, and shall be open to inspection by the
shareholders at any reasonable time during regular business hours. If the
Corporation has no principal executive or business office in California, the
Secretary shall furnish a copy of the Bylaws, as amended to date, to any
shareholder who makes a written request to inspect the Bylaws.
6.1.3 Minutes and Accounting Records. Accounting books and
records of the business and properties of the Corporation, and minutes of the
proceedings of its shareholders, the Board of Directors and its committees shall
be kept at the principal executive office of the Corporation or at such other
location as may be fixed by the Board of Directors from time to time. All such
minutes, accounting books and records shall be open to inspection upon the
written request of a shareholder at any reasonable time during regular business
hours for a purpose reasonably related to the interests of the requesting
shareholder in accordance with the provisions of Section 1601 of the California
General Corporation Law.
6.2 Inspection of Books and Records.
6.2.1 Inspection by Directors. Every director shall have the
absolute right to inspect all books, records and documents of the Corporation
and each of its subsidiaries, and to inspect their respective properties, in the
manner provided by Section 1602 of the California General Corporation Law.
6.2.2 Exercise of Inspection Right. Shareholders and directors
may exercise their right of inspection either in person or by an agent or
attorney acting on their behalf. The right to inspect any records or books of
the Corporation shall include also the right to copy and to make extracts of
such books and records.
6.3 Annual Report to Shareholders. For so long as the Corporation shall
have more than 100 shareholders of record (determined as provided in Section 605
of the General Corporation Law), the Board of Directors of the Corporation shall
cause an annual report to be prepared and delivered to shareholders in
accordance with the provisions of Section 1501 of the California General
Corporation Law, within the time frame required by that Section. If no annual
report for a previous fiscal year was sent to shareholders, the Corporation
shall, upon the written request of any shareholder made more than 120 days after
the close of that fiscal year, deliver or mail to the person making the request
within 30 days thereafter the financial statements required by Section 1501(a)
of the California General Corporation Law.
6.4 Financial Statements.
6.4.1 Right to Obtain Financial Statement. Upon the written
request of any one or more shareholders holding at least five percent (5%) of
the outstanding shares of any class of its stock, the Corporation shall furnish
an income statement for the Corporation's most recent fiscal year ended more
than one hundred and twenty (120) days prior to the date of the request, and for
the most recent interim quarterly or semiannual period ended more than thirty
(30) days prior to the date of the request. The Chief Financial Officer shall
cause the requested income statements to be prepared, if not previously
prepared, and delivered to any requesting shareholder entitled to do so within
thirty (30) days after receipt of any such request.
6.4.2 Contents of Financial Statement. If an annual report
for the last fiscal year has not been sent to shareholders, the income statement
prepared by the Corporation at the request of shareholders entitled to do so
shall be accompanied by a balance sheet as of the end of that period and a
statement of changes in financial position for the fiscal year.
6.5 Audit. The quarterly income statements and balance sheets referred
to in Sections 6.3 and 6.4, above, shall be accompanied by the report, if any,
of any independent accountants engaged by the Corporation or by a certificate of
an authorized officer of the Corporation that the income statements and balance
sheets were prepared without audit from the books and records of the
Corporation.
<PAGE>
7. CERTIFICATES AND TRANSFER OF SHARES
7.1 Certificates for Shares.
7.1.1 Form of Certificate. Certificates for shares shall be in
such form as the Board of Directors may prescribe, certifying the number of
shares and the classes or series of shares owned by the shareholder, and
containing a statement setting forth the office or agency of the Corporation
from which the shareholder may obtain, upon request and without charge, a copy
of the statement of any rights, preferences, privileges, and restrictions
granted to or imposed upon each class or series of shares authorized to be
issued and upon the holders thereof, and any other legend or statement as may be
required by Section 418 of the California General Corporation Law and the
Federal and California corporate securities laws. Notwithstanding the foregoing
provisions of this Section 7.1.1 the Board of Directors may adopt a system of
issuance, recordation and transfer of the Corporation's shares by electronic or
other means not involving any issuance of certificates, provided such system
complies with the California General Corporation Law.
7.1.2 Officer Signatures. Every certificate for shares shall
be signed in the name of the Corporation by the Chairperson of the Board or by
the President or Vice-President and the Chief Financial Officer or Assistant
Chief Financial Officer or the Secretary or an Assistant Secretary. Any or all
of the signatures on the certificate may be by facsimile.
7.2 Transfer of Shares on Books. Upon surrender to the Secretary or an
Assistant Secretary or to the transfer agent of the Corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the Corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
7.3 Lost or Destroyed Certificates. A new certificate may be issued
without the surrender and cancellation of a prior certificate that is lost,
apparently destroyed or wrongfully taken when: (a) the request for the issuance
of a new certificate is made within a reasonable time after the owner of the
prior certificate has notice of its loss, destruction or theft; and (b) such
request is received by the Corporation prior to its receipt of notice that the
prior certificate has been acquired by a bona fide purchaser; and (c) the owner
of the prior certificate gives an indemnity bond or other adequate security
sufficient in the judgment of the Board of Directors to indemnify the
Corporation against any claim, expense or liability resulting from the issuance
of a new certificate. Upon the issuance of a new certificate, the rights and
liabilities of the Corporation, and of the holders of the old and new
certificates, shall be governed by the provisions of Sections 8104, 8404 and
8405 of the California Commercial Code.
7.4 Transfer Agent and Registrars. The Board of Directors may appoint
one or more transfer agents or transfer clerks, and one or more registrars,
which shall be banks or trust companies, either domestic or foreign, at such
times and places as the Board of Directors determines to be appropriate.
8. GENERAL CORPORATE MATTERS
8.1 Corporate Seal. The Board of Directors may, in its discretion,
adopt a corporate seal, circular in form and having inscribed thereon the name
of the Corporation and the date and state of its incorporation.
8.2 Record Date. The Board of Directors may fix, in advance, a record
date for the purpose of determining shareholders entitled to notice of and to
vote at any meeting of shareholders, to consent to corporate action in writing
without a meeting, to receive any report, to receive any dividend or other
distribution or allotment of any right, to exercise rights with respect to any
change, conversion or exchange of shares, or to exercise any rights with respect
to any other lawful action. The record date so fixed shall not be more than
sixty (60) days prior to any event for the purpose for which it is fixed, and
shall not be less than ten (10) days prior to the date of any meeting of the
shareholders. If no such record date is fixed by the Board of Directors, then
the record date shall be that date prescribed by Section 701 of the California
General Corporation Law.
<PAGE>
8.3 Voting of Shares in Other Corporations. Shares standing in the name
of this Corporation may be voted or represented and all rights incident thereto
may be exercised on behalf of the Corporation by the President or, if he is
unable or refuses to act, by a Vice-President or by such other person as the
Board of Directors may designate.
8.4 Definitions and Interpretation. Unless the context requires
otherwise, these Bylaws and the words and phrases included in them shall be
construed and interpreted in accordance with the general provisions, rules of
construction and definitions in the California General Corporation Law. Unless
expressly provided otherwise, every reference in these Bylaws to the provisions
of the California General Corporation Law shall refer to such provisions as they
exist from time to time, or to any successor provision thereto.
9. AMENDMENT TO BYLAWS
9.1 Amendments By Shareholders. These Bylaws may be repealed or
amended, or new Bylaws may be adopted, by the affirmative vote of a majority of
the outstanding shares entitled to vote, subject, however, to the restrictions
on such amendments imposed by the California General Corporation Law, other
applicable state or federal law, the Articles of Incorporation, or other
provisions of these Bylaws.
9.2 Amendment By Directors. Subject to the right of shareholders as
provided in Section 9.1 to adopt, amend or repeal Bylaws, and subject to Section
212 of the California Corporations Code, the Board of Directors may adopt, amend
or repeal Bylaws; provided, however, that no Bylaw or amendment changing the
maximum or minimum number of directors of the Corporation, or changing the
number of authorized directors from a fixed to a variable number or vice versa,
shall be adopted other than in the manner provided by Section 3.2 of these
Bylaws.
9.3 Record of Amendments. Any amendment or new Bylaw adopted by the
shareholders or the Board of Directors shall be copied in the appropriate place
in the minute book with the original Bylaws, and the repeal of any Bylaw shall
be entered on the original Bylaws together with the date and manner of such
repeal. The original or a copy of the Bylaws as amended to date shall be open to
inspection by the shareholders at the Corporation's principal office in
California at all reasonable times during office hours.
<PAGE>
CERTIFICATE OF SECRETARY
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned, being the Secretary of PACIFIC CAPITAL BANCORP, a
California corporation (the "Corporation"), does hereby certify that the
foregoing Amended and Restated Bylaws were duly adopted by the Board of
Directors of the Corporation at a meeting thereof duly called and held on the
25th day of April, 2000, and accurately reflect all amendments of the Bylaws
that were adopted on or before such date.
IN WITNESS WHEREOF, the undersigned has executed this certificate and
affixed the seal of the Corporation on this 25th day of April, 2000.
-----------------------------------
Jay D. Smith, Corporate Secretary
(SEAL)
