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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Redwood Empire Bancorp
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(Exact Name of Registrant as Specified in Its Charter)
California 68-0166366
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
111 Santa Rosa Avenue, Santa Rosa, California 95404
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the If this form relates to the registration
registration of a class of of a class of securities pursuant to
securities pursuant to Section 12(b) Section 12(g) of the Exchange Act and is
of the Exchange Act and is effective effective pursuant to General Instruction
pursuant to General Instruction A.(d), please check the following
A.(c), please check the following box. [X]
box. [_]
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Securities Act registration statement file number to which this form relates:
N/A
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(If Applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which Each
to be so Registered Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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(Title of Class)
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The following description of the Company's capital stock and selected
provisions of its Articles of Incorporation and Bylaws is a summary and is
qualified in its entirety by the Company's Articles of Incorporation and Bylaws,
copies of which have been filed with the Securities and Exchange Commission.
Common Stock
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The Company is authorized to issue 10,000,000 shares of Common Stock,
no par value, and 2,000,000 shares of Preferred Stock.
Preferred Stock
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The number of shares of Preferred Stock which the Corporation is
authorized to issue is 2,000,000. The preferred Stock may be issued in one or
more series. The Board of Directors is authorized to fix the number of any such
shares of Preferred Stock and to determine the designation of any such series.
The Board of Directors is further authorized to determine or alter the rights,
preferences, privileges, and restrictions granted to or imposed upon any wholly
unissued series of Preferred Stock and, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, to increase or decrease
(but not below the number of shares of each series then outstanding) the number
of shares of any such series subsequent to the issuance of shares of that
series.
ITEM 2. EXHIBITS.
1. Articles of Incorporation of Redwood Empire Bancorp, as amended.
2. Bylaws of Redwood Empire Bancorp.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: October 28, 1998 REDWOOD EMPIRE BANCORP
By: /s/ James E. Beckwith
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Name: James E. Beckwith
Title: Executive Vice President and Chief
Financial Officer
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EXHIBITS
1. Articles of Incorporation of Redwood Empire Bancorp, as amended.
2. Bylaws of Redwood Empire Bancorp.
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EXHIBIT 1
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ARTICLES OF INCORPORATION
OF
REDWOOD EMPIRE BANCORP
ONE: NAME
The name of the Corporation is:
Redwood Empire Bancorp
TWO: PURPOSE
The purpose of this Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporations Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
THREE: AUTHORIZED STOCK
The Corporation is authorized to issue only one class of shares of stock,
designated "Common Stock," and the total number of shares which the corporation
is authorized to issue is 10,000,000.
FOUR: DIRECTOR LIABILITY
The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
FIVE: INDEMNIFICATION
The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to the Corporation and its stockholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to the
limits on such excess indemnification set forth in Section 204 of the California
Corporations Code.
SIX: AGENT FOR SERVICE OF PROCESS
The name and address in this State of this corporation's initial agent for
service of process is:
Gary Steven Findley, Attorney at Law
2700 East Imperial Highway, Suite J
Brea, California 92621
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IN WITNESS WHEREOF, for the purpose of forming this corporation under the
laws of the State of California, the undersigned, constituting the incorporator
of this corporation, has executed these Articles of Incorporation.
Dated: July 25, 1988
/s/ Gary Steven Findley
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Gary Steven Findley
I hereby declare that I am the person who executed the foregoing Articles
of Incorporation, which execution is my act and deed.
/s/ Gary Steven Findley
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Gary Steven Findley
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Barry S. Slatt and Marta J. Idica certify that:
1. They are the president and the secretary, respectively, of Redwood Empire
Bancorp, a California Corporation.
2. Article Three of the Articles of Incorporation of this corporation is
amended to read as follows:
THREE: AUTHORIZED STOCK
(a) The Corporation is authorized to issue two classes of stock, which
shall be designated respectively "Common Stock" and "Preferred Stock."
(b) The number of shares of Common Stock which the Corporation is
authorized to issue is 10,000,000.
(c) The number of shares of Preferred Stock which the Corporation is
authorized to issue is 2,000,000. The Preferred Stock may be issued in one or
more series. The Board of Directors is authorized to fix the number of any such
series of Preferred Stock and to determine the designated of any such series.
The Board of Directors is further authorized to determine or alter the rights,
preferences, privileges, and restrictions granted to or imposed upon any wholly
unissued series of Preferred Stock and, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, to increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of any such series subsequent to the issuance of shares of that
series.
3. The foregoing amendment of articles of incorporation has been duly approved
by the board of directors.
4. The foregoing amendment of articles of incorporation has been duly approved
by the required vote of shareholders in accordance with Section 902 of the
Corporations Code. The total number of outstanding shares of the corporation
was 1,823,283 as of the record date April 1, 1992. The number of shares
voting in favor of the amendment equaled or exceeded the vote required. The
percentage vote required was more than 50%.
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We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: May 28, 1992 /s/ Barry S. Slatt
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Barry S. Slatt, President
DATE: June 1, 1992 /s/ Marta J. Idica
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Marta J. Idica, Secretary
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EXHIBIT 2
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BY LAWS
OF
REDWOOD EMPIRE BANCORP
ARTICLE I
OFFICES
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Section 1. Principal Office. The Board of Directors (the "Board") shall fix
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the location of the principal executive office of Redwood Empire Bancorp 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 shall fix and
designate a principal business office in the State of California.
Section 2. Other Offices. Branch or other subordinate offices may at any
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time be established by the Board at such other places as it deems appropriate.
ARTICLE II
MEETINGS OF SHAREHOLDERS
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Section 1. Place of Meetings. Meetings of shareholders shall be held at any
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place within or outside the State of California designated by the Board. In the
absence of any such designation, shareholders' meetings shall be held at the
principal executive office of the Corporation.
Section 2. Annual Meeting. The annual meeting of shareholders shall be held
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each year on a date and at a time designated by the Board. The date so
designated shall be within five (5) months after the end of the fiscal year of
the Corporation and within fifteen (15) months after the last annual meeting. At
such meeting, Directors shall be elected, and any other proper business within
the power of the shareholders may be transacted.
Section 3. Special Meetings. Special meetings of the shareholders may be
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called at any time by the Board, the Chairperson of the Board, the President, or
by the holders of shares entitled to cast not less than ten percent (10%) of the
votes at such meeting. If a special meeting is called by any person or persons
other than the Board, the request shall be in writing, specifying the time of
such meeting and the general nature of the business proposed to be transacted,
and shall be delivered personally or by registered mail to the Chairperson, the
President, any Vice President or the Secretary of the Corporation. The officer
receiving the request shall cause notice to be promptly given to the
shareholders entitled to vote that a meeting will be held at a time requested by
the person or persons calling the meeting, not less than 35 nor more than 60
days after receipt of the request. If the notice is not given within 20 days
after
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receipt of the request, the person or persons requesting the meeting may
give the notice. Nothing in this paragraph shall be construed as limiting,
fixing or affecting the time when a meeting of shareholders called by action of
the Board may be held.
Section 4. Notice of Meetings. Written notice, on accordance with Section 5
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of this Article II, of each annual or special meeting of shareholders shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each shareholder entitled to vote thereat. Such notice shall state the place,
date, and hour of the meeting and (a) in the case of a special meeting, the
general nature of the business to be transacted, and no other business may be
transacted, or (b) in the case of the annual meeting, those matters which the
Board, at the time of the mailing of the notice, intends to present for action
by the shareholders, but, subject to the provisions of applicable law, any
proper matter may be presented at the meeting for such action. The notice of any
meeting at which Directors are to be elected shall include the names of nominees
intended at the time of the notice to be presented by the Board for election.
If action is proposed to be taken at any meeting for approval of (a) a
contract or transaction in which a Director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California, (b) an
amendment of the Articles of Incorporation, pursuant to Section 902 of that
Code, (c) a reorganization of the Corporation, pursuant to Section 1201 of that
Code, (d) a voluntary dissolution of the Corporation, pursuant to Section 1900
of that Code, or (e) a distribution in dissolution other than in accordance with
the rights of outstanding preferred shares, pursuant to Section 2007 of that
Code, the notice shall also state the general nature of that proposal.
Section 5. Manner of Giving Notice. Notice of a shareholders' meeting shall
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be given either personally or by first-class mail or telegraphic or other
written communication, charges prepaid, addressed to the shareholder at the
address of that 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 appears on the Corporation's books or is given, notice shall be deemed
to have been given if sent to that shareholder by first-class mail or
telegraphic or other written communication to the Corporation's principal
executive office or if published at least once in a newspaper of general
circulation in the county in which that office is located. Notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by telegram or other means of written communication. An
affidavit of mailing other means of giving any notice in accordance with the
above provisions, executed by the Secretary, Assistant Secretary or other
transfer agent shall be prima facie evidence of the giving of the notice or
report.
Section 6. Quorum. The presence in person or by proxy of the holders of a
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majority of the shares entitled to vote at any meeting shall constitute a quorum
for the transaction of business. 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 7. Adjourned Meeting and Notice Thereof. Any shareholders' meeting,
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whether or not a quorum is present, may be adjourned from time to time by the
vote of a majority of the shares, the holders of which are either present in
person or represented by proxy thereat, but in
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the absence of a quorum (except as provided in Section 6 of this Article II) no
other business may be transacted at such meeting.
When any meeting of shareholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the adjournment is taken.
However, when any shareholders' meeting is adjourned for more than 45 days from
the date set for the original meeting, or, if after adjournment a new record
date is fixed for the adjourned meeting, notice of the adjourned meeting shall
be given as in the case of an original meeting. At any adjourned meeting the
Corporation may transact any business which may have been transacted at the
original meeting.
Section 8. Voting. The shareholders entitled to notice of any meeting or to
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vote at any such meeting shall be only persons in whose name shares stand on the
stock records of the Corporation on the record date determined in accordance
with Section 9 of this Article II.
Voting shall in all cases be subject to the provisions of Sections 702
through 704, inclusive, of the Corporations Code of California (relating to
voting shares held by a fiduciary, in the name of a corporation, or in joint
ownership).
The shareholders' vote may be by voice or ballot; provided, however, that
any election for Directors must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than election of Directors,
any shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal (other than
the election of Directors), but, if the shareholder fails to specify the number
of shares which the shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder's approving vote is with respect to all shares
that the shareholder is entitled to vote. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on any matter (other than the election of Directors) shall be
the act of the shareholders, unless the vote of a greater number or voting by
classes is required by the Corporations Code of California or by the Articles of
Incorporation.
Subject to the following sentence and the provisions of Section 708 of the
Corporations Code of California, every shareholder entitled to vote at any
election of Directors may cumulate such shareholder's 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 the shareholder's shares are
entitled, or distribute the shareholder's votes on the same principle among as
many candidates as the shareholder thinks fit. No shareholder shall be entitled
to cumulate votes for any candidate or candidates pursuant to the preceding
sentence unless such candidate or candidates' names have been placed in
nomination prior to the voting and the shareholder has given notice, at the
meeting and before the voting begins, of the shareholder's intention to cumulate
the shareholder's votes. If any one shareholder has given such notice, all
shareholders may cumulate their votes for candidates in nomination.
In any election of Directors, the candidates receiving the highest number
of votes of the shares entitled to be voted for them, up to the number of
Directors to be elected, shall be elected.
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Section 9. Record Date. The Board may fix, in advance, a record date for
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the determination of the shareholders entitled to notice of any meeting or to
vote or entitled to receive payment of any dividend or other distribution, or
any allotment of rights, or to exercise rights in respect of any other lawful
action. The record date so fixed shall be not more than 60 days nor less than 10
days prior to the date of the meeting nor more than 60 days prior to any other
action. When a record date is so fixed, only shareholders of record on that date
are entitled to notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment of rights, or to exercise of the rights, as the case
may be, notwithstanding any transfer of shares on the books of the Corporation
after the record date. A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to any adjournment
of the meeting unless the Board fixes a new record date for the adjourned
meeting. The Board shall fix a new record date if the meeting is adjourned for
more than 45 days.
If no record date is fixed by the Board, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the business day next preceding the day on which
notice is given or, if notice is waived, the close of business on the business
day next preceding the day on which the meeting is held. The record date for
determining shareholders for any purpose other than as set forth in this Section
9 or Section 11 of this Article II shall be at the close of business on the day
on which the Board adopts the resolution relating thereto, or the sixtieth day
prior to the date of such other action, whichever is later.
Section 10. Consent of Absentees. The transactions of any meeting of
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shareholders, however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a waiver of notice, or a consent to the holding of 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. Attendance of a person at a meeting shall constitute a waiver of
notice of and presence at such meeting, except when the person objects, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened and except that attendance at a meeting is
not a waiver of any right to object to the consideration of matters required by
the Corporations Code of California to be included in the notice but not so
included, if such objection is expressly made at the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of shareholders need to be specified in any written waiver of notice, except
that if action is taken or proposed to be taken for approval of any of those
matters specified in the second paragraph of Section 4 of this Article II, the
waiver of notice or consent shall state the general nature of the proposal.
Section 11. Action by Written Consent Without a Meeting. Subject to Section
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603 of the Corporations Code of California, any action which may be taken at any
annual or special meeting of shareholders may be taken without a meeting and
without prior notice if a consent in writing, setting forth the action so taken,
is signed by the holders of the outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted, or their proxies. All such consents shall be filed with the Secretary of
the Corporation and shall be
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maintained in the corporate records; provided, however, that (l) unless the
consents of all shareholders entitled to vote have been solicited in writing,
notice of any shareholder approval without a meeting by less than unanimous
consent shall be given, as provided by Section 603(b) of the Corporations Code
of California, and (2) in the case of election of Directors, such a consent
shall be effective only if signed by the holders of all outstanding shares
entitled to vote for the election of Directors; provided, however, that subject
to applicable law, a Director may be elected at any time to fill a vacancy on
the Board that has not been filled by the Directors, by the written consent of
the holders of a majority of the outstanding shares entitled to vote for the
election of Directors. Any written consent may be revoked by a writing received
by the Secretary of 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.
Unless a record date for voting purposes be fixed as provided in Section 9
of this Article II, the record date for determining shareholders entitled to
give consent pursuant to this Section 11, when no prior action by the Board has
been taken, shall be the day on which the first written consent is given.
Section 12. Proxies. Every person entitled to vote shares or execute
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written consents has the right to do so either in person or by one or more
persons authorized by a written proxy executed and dated by such shareholder and
filed with the Secretary of the Corporation prior to the convening of any
meeting of the shareholders at which any such proxy is to be used or prior to
the use of such written consent. A validly executed proxy which does not state
that it is irrevocable continues in full force and effect unless (1) revoked by
the person executing it, before the vote pursuant thereto, by a writing
delivered to the Corporation stating that the proxy is revoked or by a
subsequent proxy executed by, or by attendance at the meeting and voting in
person by, the person executing the proxy; or (2) written notice of the death or
incapacity of the maker of the proxy is received by the Corporation before the
vote pursuant thereto is counted; provided, however, that no proxy shall be
valid after the expiration of 11 months from the date of its execution unless
otherwise provided in the proxy.
Section 13. Inspectors of Election. In advance of any meeting of
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shareholders, the Board may appoint any persons other than nominees for office
as inspectors of election to act at such meeting and any adjournment thereof.
If no inspectors of election are so appointed, or if any persons so appointed
fail to appear or fail or refuse to act, the Chairperson of any such meeting
may, and on the request of any shareholder or shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request
of one or more shareholders or proxies, the holders of a majority of shares or
their proxies present shall determine whether one (1) or three (3) inspectors
are to be appointed.
The duties of such inspectors shall be as prescribed by Section 707(b) of
the Corporations Code of California and shall include: determining the number of
shares outstanding and the voting power of each; the shares represented at the
meeting; the existence of a quorum; the authenticity, validity and the effect of
proxies; receiving votes, ballots or consents hearing and determining all
challenges and questions in any way arising in connection with the right to
vote; counting and tabulating all votes or consents; determining when the polls
shall close; determining the result; and doing such acts as may be proper to
conduct the election or vote with
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fairness to all shareholders. If there are three inspectors of election, the
decision, act or certificate of a majority is effective in all respects as the
decision, act or certificate of all.
Section 14. Conduct of Meetings. The Chairperson shall conduct each such
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meeting in a business-like and fair manner, but shall not be obligated to follow
any technical, formal or parliamentary rules or principles of procedure. The
Chairperson's rulings on procedural matters shall be conclusive and binding on
all shareholders, unless at the time of ruling a request for a vote is made to
the shareholders holding shares entitled to vote and which are represented in
person or by proxy at the meeting, in which case the decision of a majority of
such shares shall be conclusive and binding on all shareholders. Without
limiting the generality of the forgoing, the Chairperson shall have all the
powers usually vested in the Chairperson of a meeting of shareholders.
ARTICLE III
DIRECTORS
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Section 1. Powers. Subject to the provisions of the Corporations Code of
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California and any limitations in the Articles of Incorporation and these Bylaws
relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the Corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board. The Board may delegate the management of the day-to-day operation of the
business of the Corporation to a management company or other person provided
that the business and affairs of the Corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the Board.
Without prejudice to such general powers, but subject to the same limitations,
it is hereby expressly declared that the Board shall have the following powers
in addition to the other powers enumerated in these Bylaws:
(a) to select and remove all the other officers, agents, and
employees of the Corporation, prescribe any powers and duties for them that
are consistent with law, or with the Articles of Incorporation or these
Bylaws, fix their compensation, and require from them security for faithful
service;
(b) to conduct, manage, and control the affairs and business of the
Corporation and to make such rules and regulations therefor not
inconsistent with law, or with the Articles of Incorporation or these
Bylaws, as they may deem best;
(c) to adopt, make, and use a corporate seal, and to prescribe the
forms of certificates of stock, and to alter the form of such seal and of
such certificates from time to time as in their judgment they may deem
best;
(d) to authorize the issuance of shares of stock of the Corporation
from time to time, upon such terms and for such consideration as may be
lawful;
(e) to borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name,
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promissory and capital notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor
and any agreements pertaining thereto;
(f) to prescribe the manner in which and the person or persons by
whom any or all of the checks, drafts, notes, contracts and other corporate
instruments shall be executed;
(g) to appoint and designate, by resolution adopted by a majority of
the authorized number of Directors, one or more committees, each consisting
of two or more Directors, including the appointment of alternate members of
any committee who may replace any absent member at any meeting of the
committee; and any number of non-director members.
(h) generally, to do and perform every act or thing whatever that may
pertain to or be authorized by the board of directors of a commercial bank
under the laws of this state.
Section 2. Number and Qualification of Directors. The authorized number
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of Directors shall not be less than five (5) nor more than thirteen (13) until
changed by an amendment to this Bylaw adopted by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote. The exact
number of directors shall be seven (7), until changed, within the limits
specified above, by a Bylaw amending this Section 2, duly adopted by the Board
or by the shareholders.
Section 3. Nominations for Election of Directors. Nominations for
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election of members of the Board may be made by the Board or by any holder of
any outstanding class of capital stock of the Corporation entitled to vote for
the election of Directors. Notice of Intention to make any nominations (other
than for persons named in the Notice of any meeting called for the election of
Directors) are required to be made in writing and to be delivered or mailed to
the President of the Corporation by the later of: (i) the close of business 21
days prior to any meeting of shareholders called for election of Directors, or
(ii) 10 days after the date of mailing of notice of the meeting to shareholders.
Such notification must 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 capital stock of the Corporation owned by each proposed nominee; (d) the name
and residence address of the notifying shareholder; (e) the number of shares of
capital stock of the Corporation owned by the notifying shareholder; (f) the
number of shares of capital stock of any bank, bank holding company, savings and
loan association or other depository institution owned beneficially by the
nominee or by the notifying shareholder and the identities and locations of any
such institutions; and (g) whether the proposed nominee has ever been convicted
of or pleaded nolo contendere to any criminal offense involving dishonesty or
breach of trust, filed a petition in bankruptcy or been adjudged bankrupt. The
notification shall be signed by the nominating shareholder and by each nominee,
and shall be accompanied by a written consent to be named as a nominee for
election as a Director from each proposed nominee. Nominations not made in
accordance with these procedures shall be disregarded by the chairperson of the
meeting, and upon his instructions, the inspectors of election shall disregard
all votes cast for each such nominee. The
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foregoing requirements do not apply to the nomination of a person to replace a
proposed nominee who has become unable to serve as a Director between the last
day for giving notice in accordance with this paragraph and the date of election
of Directors if the procedure called for in this paragraph was followed with
respect to the nomination of the proposed nominee.
Section 4. Election and Term of Office. The Directors shall be elected at
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each annual meeting of shareholders, but if any such annual meeting is not held
or the Directors are not elected thereat, the Directors may be elected at any
special meeting of shareholders held for that purpose. Each Director shall hold
office until the next annual meeting and until a successor has been elected and
qualified.
Section 5. Vacancies. Any Director may resign effective upon giving
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written notice to the Chairperson of the Board, the President, Secretary, or the
Board, 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.
Vacancies on the Board may be filled by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director, and each
Director so elected shall hold office until the next annual meeting and until
such Director's successor has been elected and qualified; provided, however,
that a vacancy on the Board existing as the result of a removal of a Director
may not be filled by the Directors, unless the Articles of Incorporation or a
bylaw adopted by the shareholders so provides.
A vacancy or vacancies on the Board shall be deemed to exist in case of the
death, resignation, or removal or any Director, or if the authorized number of
Directors be increased, or if the shareholders fail, at an annual or special
meeting of shareholders at which any Director or Directors are elected, to elect
the full authorized number of Directors to be voted for at that meeting.
The Board 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.
The shareholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors. Any such election by written
consent other than to fill a vacancy created by removal requires the consent of
a majority of the outstanding shares entitled to vote. If the Board accepts the
resignation of a Director tendered to take effect at a future time, the Board or
the shareholders shall have power to elect a successor to take office when the
resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of
removing any Director prior to the expiration of the Director's term of office.
Section 6. Place of Meeting. Regular meetings of the Board shall be held
---------- ----------------
at any place within the State of California which has been designated in the
notice of meeting or if their is no notice, at the principal executive office of
the Corporation, or at a place designated by resolution of the Board or by the
written consent of the Board. Any regular or special meeting is valid wherever
held if held upon written consent of all members of the Board given either
before or after the meeting and filed with the Secretary of the Corporation.
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Section 7. Regular Meetings. Immediately following each annual meeting of
---------- ----------------
shareholders and at the same place, the Board shall hold a regular meeting for
the purpose of organization, any desired election of officers, and the
transaction of other business. Notice of this meeting shall not be required.
Other regular meetings of the Board shall be held without notice either on
the second Tuesday each month at the hour of 8:00 a.m., or at such different
------- ---------
date and time as the Board may from time to time fix by resolution; provided,
however, should said day fall upon a legal holiday observed by the Corporation
at its principal office, then said meeting shall be held at the same time and
place on the next succeeding full business day. Call and notice of all regular
meetings of the Board are hereby dispensed with.
Section 8. Special Meetings. Special meetings of the Board for any
---------- ----------------
purpose or purposes may be called at any time by the Chairperson of the Board,
the President, or the Secretary or by any two Directors.
Special meeting of the Board shall be held upon three days written notice
by mail or 24 hours notice delivered personally or by telephone or telegraph.
Any such notice shall be addressed or delivered to each Director at such
Director's address as it is shown upon the records of the Corporation or as may
have been given to the Corporation by the Director for purposes of notice or, if
such address is not shown on such records or is not readily ascertainable, at
the place in which the meetings of the Directors are regularly held. Such
notice may, but need not, specify the purpose of the meeting, nor the place if
the meeting is to be held at the principal executive office of the Corporation.
Notice of any meeting of the Board need not be given to any Director who attends
the meeting without protesting, either prior thereto or at its commencement, the
lack of notice to such Director.
Notice by mail shall be deemed to have been given at the time a written
notice is deposited in the United States mails, postage prepaid. Any other
written notice to shall be deemed to have been given at the time it is
personally delivered to the recipient or is delivered to a common carrier for
transmission or actually transmitted by the person giving the notice by
electronic means, to the recipient. Oral notice shall be deemed to have been
given at the time it is communicated, in person or by telephone or wireless, to
the recipient or to a person at the office of the recipient whom the person
giving the notice has reason to believe will promptly communicate it to the
recipient.
Section 9. Quorum. A majority of the authorized number of Directors
---------- ------
constitutes a quorum of the Board for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the Directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board, unless a greater number be
required by the Articles of Incorporation and subject to the provisions of
Section 310 of the Corporations Code of California (as to approval of contracts
or transactions in which a Director has a direct or indirect material financial
interest), Section 311 (as to appointment of committees), and Section 317(e) (as
to indemnification of directors). 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.
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Section 10. Participation in Meetings by Conference Telephone. Members of
----------- -------------------------------------------------
the Board may participate in a meeting through use of a conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another. Participation in a meeting pursuant to Section 9
constitutes "presence" in person at such a meeting.
Section 11. Waiver of Notice. The transactions of any meeting of the
----------- -----------------
Board, however called and noticed or wherever held, are as valid as though had
at a meeting duly held after regular call and notice if a quorum is present and
if, either before or after the meeting, each of the Directors not present signs
a written waiver of notice, a consent to holding such meeting or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate record or made a part of the minutes of the meeting.
Section 12. Adjournment. A majority of the Directors present, whether or
----------- -----------
not a quorum is present, may adjourn any Directors' meeting to another time and
place. Notice of the time and place of holding an adjourned meeting need not be
given, unless the meeting is adjourned for more than twenty-four hours, in which
case notice of the time and place shall be given before the time of the
adjourned meeting, in the manner specified in Section 7 of this Article III, to
the Directors who were not present at the time of the adjournment.
Section 13. Action Without Meeting. Any action required or permitted to
----------- ----------------------
be taken by the Board may be taken without a meeting if all members of the Board
shall individually or collectively consent in writing to such action. Such
action by written consent shall have the same effect as a unanimous vote of the
Board. Such consent or consents shall be filed with the minutes of the
proceedings of the Board.
Section 14. Fees and Compensation. Directors and members of committees
----------- ---------------------
may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
Board. This Section 14 shall not be construed to preclude any Director from
serving the Corporation in any other capacity as an officer, agent, employee, or
otherwise, and receiving compensation for those services.
Section 15. Rights of Inspection. Every Director of the Corporation shall
----------- --------------------
have the absolute right at any reasonable time to inspect and copy all books,
records, and documents of every kind and to inspect the physical properties of
the Corporation and also of its subsidiary corporations, domestic or foreign.
Such inspection by a Director may be made in person or by agent or attorney and
includes the obtain extracts.
Section 16. Unanimous Consent Regarding Subsidiary Bank Matters. The
----------- ---------------------------------------------------
Board authorizes the Secretary to cite unanimous consent of the Corporation as
sole shareholder with respect to wholly-owned bank subsidiary matters which are
approved by the Board.
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ARTICLE IV
OFFICERS
--------
Section 1. Officers. The officers of the Corporation shall be a
---------- --------
President, a Vice President, a Secretary, and a Chief Financial Officer.. The
Corporation may also have, at the discretion of the Board, a Chairperson of the
Board, a Vice Chairperson of the Board, one or more Vice Presidents, one or more
Assistant Financial Officers, one or more Assistant Secretaries and such other
officers as may be elected or appointed in accordance with provisions of Section
3 of this Article IV. One person may hold two or more offices, except those of
President and Chief Financial Officer.
Section 2. Election. The officers of the Corporation, except such of
---------- --------
officers as may be elected or appointed in accordance with the provisions of
Section 3 or Section 5 of this Article IV, shall be chosen by, and shall serve
at the pleasure of, the Board, and shall hold their respective offices until
their resignation, removal, or other disqualification from service, or until
their respective successors shall be elected, subject to the rights, if any, of
an officer under any contract of employment.
Section 3. Subordinate Officers. The Board may elect, and may empower 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 provided in these Bylaws or as the Board may from
time to time determine.
Section 4. Removal and Resignation. 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 at any time, or, except in the case of an
officer chosen by the Board, by any officer upon whom such power of removal may
be conferred by the Board.
Any officer may resign at any time by giving written notice to the
Corporation, but without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
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 election or appointment to such
office.
Section 6. Chairperson of the Board. The Chairperson of the Board, if
---------- ------------------------
there shall be such an officer, shall, if present, preside at all meetings of
the Board and of the shareholders, and exercise and perform such other powers
and duties as may be assigned from time to time by the Board.
Section 7. Vice Chairperson. The Vice Chairperson of the Board, if there
---------- ----------------
shall be such an officer, shall in the absence of the Chairperson of the Board,
preside at all meetings of the Board and of the shareholders, and exercise and
perform such other powers and duties as may be assigned from time to time by the
Board.
11
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Section 8. President. Subject to such powers, if any, as may be given by
---------- ---------
the Board to the Chairperson of the Board, if there be such an officer, the
President is the General Manager and Chief Executive Officer of the Corporation
and has, subject to the control of the Board, general supervision, direction and
control of the business and officers of the Corporation. In the absence of both
the Chairperson of the Board and Vice Chairperson, or if there be none, the
President shall preside at all meetings of the shareholders and at all meetings
of the Board. The President has the general powers and duties of management
usually vested in the office of President and General Manager of a corporation
and such other powers and duties as may be prescribed by the Board.
Section 9. Vice Presidents. In the absence or disability of the
---------- ---------------
President, the Vice Presidents in order of their rank as fixed by the Board 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 the Bylaws, and the President
or the Chairperson of the Board.
Section 10. Secretary. The Secretary shall keep or cause to be kept, at
----------- ---------
the principal executive office or such other place as the Board may order, a
book of minutes of all meetings of shareholders, the Board and its committees,
with the time and place of holding, whether regular or special, and, if special,
how authorized, the notice thereof given, the names of those present or
represented at shareholders' meetings, and the proceedings thereof.
The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the
Corporation at the principal executive office or business office in accordance
with Section 213 of the Corporations Code of California. The Secretary shall
keep, or cause to be kept, at the principal executive office or at the office of
the Corporation's transfer agent or registrar, if one be appointed, a share
register, or a duplicate share register, showing 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.
The Secretary shall give, or cause to be given, notice of all the meetings
of the shareholders, of the Board and of any committees thereof required by
these Bylaws or by law to be given, shall keep the seal of the Corporation in
safe custody, and shall have other powers and perform such other duties as may
be prescribed by the Board.
Section 11. Assistant Secretary. The Assistant Secretary or the Assistant
----------- -------------------
Secretaries, in the order of their seniority, shall, in the absence or
disability of the Secretary, or in the event of such officer's refusal to act,
perform the duties and exercise the powers and discharge such duties as may be
assigned from time to time by the President or by the Board.
Section 12. Chief Financial Officer. The Chief Financial Officer shall
----------- -----------------------
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings and shares, and shall
send or cause to be
12
<PAGE>
sent to the shareholders of the Corporation such financial statements and
reports as are by law or these Bylaws required to be sent to them. The books of
account shall at all times be open to inspection by any Director of the
Corporation.
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 by the Board. The Chief Financial Officer shall disburse the funds
of the Corporation as may be ordered by the Board, shall render to the President
and Directors, whenever they request it, an account of all transactions engaged
in as Treasurer and of the financial condition of the Corporation, and shall
have such other powers and perform such other duties as may be prescribed by the
Board.
Section 13. Assistant Financial Officer. The Assistant Financial Officer
----------- ---------------------------
or the Assistant Financial Officers, in the order of their seniority, shall, in
the absence or disability of the Chief Financial Officer, or in the event of
such offficer's refusal to act, perform the duties and exercise the powers of
the Chief Financial Officer, and shall have such additional powers and discharge
such duties as may be assigned from time to time by the President or by the
Board.
Section 14. Salaries. The salaries of the officers shall be fixed from
----------- --------
time to time by the Board and no officer shall be prevented from receiving such
salary by reason of the fact that such officer is also a Director of the
Corporation.
Section 15. Officers Holding More Than One Office. Any two or more
----------- -------------------------------------
offices, except those of President and Chief Financial Officer, may be held by
the same person, but no officer acknowledge or verify any instrument in more
than one capacity.
Section 16. Inability To Act. In the case of absence or inability to act
----------- ----------------
of any officer of the Corporation and of any person herein authorized to act in
his or her place, the Board may from time to time delegate the powers or duties
of such officer or any other officer, or any Director or other person whom it
may select.
ARTICLE V
OTHER PROVISIONS
----------------
Section 1. Inspection of Corporate Records. The Corporation shall keep at
---------- -------------------------------
its principal executive office a record of its shareholders, giving the names
and addresses of all shareholders and the number and class of shares held by
each shareholder. A shareholder or shareholders of the Corporation holding at
least five percent (5%) in the aggregate of the outstanding voting shares of the
Corporation may:
(a) inspect and copy the record of shareholders' names and addresses
and shareholdings during usual business hours upon five business days prior
notice demand upon the Corporation; or
(b) obtain from the transfer agent, if any, for the Corporation, upon
five business days prior written demand and upon the tender of its usual
charges for such a list
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<PAGE>
(the amount of which charges shall be stated to the shareholder by the
transfer agent upon request), a list of the shareholders' names and
addresses who are entitled to vote for the election of Directors and their
shareholdings, as of the most recent record date for which it has been
compiled, or as of a date specified by the shareholder subsequent to the
date of demand.
Section 2. Inspection of Bylaws. The Corporation shall keep in its
---------- --------------------
principal executive office the original or a copy of these Bylaws as amended to
date, which shall be open to inspection by shareholders at all reasonable times
during office hours.
Section 3. Endorsement of Documents; Contracts. Subject to the provisions
---------- -----------------------------------
of applicable law, any note, mortgage, evidence of indebtedness, contract, share
certificate, conveyance, or other instrument in writing and any assignment or
endorsements thereof executed or entered into between the Corporation and any
other person, when signed by the President or any Vice President, and the
Treasurer or any Assistant Treasurer of the Corporation, or when stamped with a
facsimile signature of such appropriate officers in the case of share
certificates, shall be valid and binding upon the Corporation in the absence of
actual knowledge on the part of the other person that the signing officers had
not the authority to execute the same. Any such instruments may be signed by any
other person or persons and in such manner as from time to time shall be
determined by the Board, and unless so authorized by the Board, no officer,
employee shall have any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or amount.
Section 4. Certificates of Stock. Every holder of shares of the
---------- ---------------------
Corporation shall be entitled to have a certificate signed in the name of the
Corporation by the President or Vice President and by the Chief Financial
Officer or Assistant Financial Officer or by the Secretary or Assistant
Secretary, or a facsimile signature of such persons stamped thereon, certifying
the number of shares and the class or series of shares owned by the shareholder.
The signatures on the certificates may be facsimile signatures. If any officer,
transfer agent, or registrar who has signed 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.
Except as provided in this Section 4, no new certificates for shares shall
be issued in lieu of an old one unless the latter is surrendered and cancelled
at the same time. The Board may, however, in case any certificate for shares is
alleged to have been lost, stolen, or destroyed, authorize the issuance of a new
certificate in lieu thereof, and the Corporation may require that the
Corporation be given a bond or other adequate security sufficient to indemnify
it against any claim that may be made against it (including expense or
liability) on account of the alleged loss, theft, or destruction of such
certificate or the issuance of such new certificate.
Prior to the due presentment for registration of transfer in the stock
transfer book of the Corporation, the registered owner shall be treated as the
person exclusively entitled vote, to receive notifications and otherwise to
exercise all the rights and powers of an owner, except as expressly provided
otherwise by the laws of the State of California.
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<PAGE>
Section 5. Representation of Shares of Other Corporations. The President
---------- ----------------------------------------------
or any other officer or officers authorized by the Board or the President are
each authorized to vote, represent and exercise on behalf of the Corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of the Corporation. The authority herein granted may be
exercised by any such officer in person or by any other person authorized to do
so by proxy or power of attorney duly executed by said officer.
Section 6. Seal. The corporate seal of the Corporation shall consist of
---------- ----
two concentric circles, between which shall be the name of the Corporation, and
in the center shall be inscribed the word "Incorporated" and the date of its
incorporation.
Section 7. Fiscal Year. The fiscal year of the Corporation shall begin on
---------- -----------
the first day of January and end on the 31st day of December of each year.
Section 8. 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. Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular, and the
term "person" includes both a corporation and a natural person.
Section 9. Bylaw Provisions Contrary or Inconsistent with Provisions of
---------- ------------------------------------------------------------
Law. Any article, section, subsection, subdivision, sentence, clause or phrase
- ----
of these Bylaws which, upon being construed in the manner provided in this
Section 9, shall be contrary to or inconsistent with any applicable provision of
the Accountancy Corporation Board of the State of California or other applicable
law of the State of California or of the United States shall not apply so long
as said provisions of law shall remain in effect, but such result shall not
affect the validity of applicability of any other portions of these Bylaws, it
being hereby declared that these Bylaws would have been adopted and each
article, section, subsection, subdivision, sentence, clause or phrase thereof,
irrespective of the fact that any one or more articles, sections, subsections,
subdivisions, sentences, clauses or phrases is or are illegal.
ARTICLE VI
INDEMNIFICATION
---------------
Section 1. Definitions. For the purposes of this Article VI, "agent"
---------- -----------
includes any person who is or was a Director, officer, employee, or other agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise, or was a
director, officer, employee, or agent of a foreign or domestic corporation which
was a predecessor corporation of the Corporation of another enterprise at the
request of such predecessor corporation; "Proceeding" includes any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative arbitration or investigative (other than an action by or in the
right of the Corporation); and "Expenses" includes, without limitation,
attorneys' fees and any expenses of establishing a right to indemnification
pursuant to law.
15
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Section 2. Extent of Indemnification. The Corporation shall, to the
---------- -------------------------
maximum extent permitted by the Corporations Code of California, advance
expenses to and indemnify each of its agents against Expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any Proceeding arising by reason of the fact any such person is or was an
agent of the Corporation.
Section 3. Insurance. The Corporation shall have power to purchase and
---------- ---------
maintain insurance on behalf of any agent of the Corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not the Corporation would have the
power to indemnify the agent against such liability under the provisions of this
Article VI.
ARTICLE VII
AMENDMENTS
----------
Section 1. Amendment By Shareholders. New Bylaws may be adopted or these
---------- -------------------------
Bylaws may be amended or repealed by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided, however, that if
the Articles of Incorporation of the Corporation set forth the number of
authorized Directors of the Corporation, the authorized number of Directors may
be changed only by an amendment of the Articles of Incorporation.
Section 2. Amendment By Directors. Subject to the rights of the
---------- ----------------------
shareholders as provided in Section 1 of this Article VII, Bylaws, other than a
Bylaw or an amendment of a Bylaw changing the authorized number of Directors,
may be adopted, amended or repealed by the Board.
16
