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EXHIBIT 2(b)
BYLAWS
OF
PROGRESSIVE ASSET MANAGEMENT, INC.
a California corporation
AMENDED AND RESTATED AS OF JANUARY 21, 2000
ARTICLE I
Offices
Section 1. Principal Executive Office.
The Board of Directors (the "Board") shall fix the location of the principal
executive office of the corporation at any place within or outside the State of
California. If the principal executive office is located outside California and
the corporation has one or more business offices in California, the Board shall
fix and designate a principal business office in California.
Section 2. Other Offices.
Branch or subordinate offices may be established at any time and at any place
where the corporation is qualified to do business by the Board or President.
ARTICLE II
Meetings of Shareholders
Section 1. Place of Meetings.
All meetings of shareholders shall be held at the principal executive office of
the corporation, or at any other place, within or without the State of
California, specified by the Board of Directors.
Section 2. Annual Meeting.
An annual meeting of the shareholders shall be held each year on a date and at a
time designated by the Board of Directors. At that meeting, directors shall be
elected and any other proper business within the power of the shareholders may
be transacted. The date so designated shall be within fifteen (15) months after
the last annual meeting. If the annual meeting of the shareholders is not held,
election of directors may be held at any meeting thereafter called pursuant to
these bylaws.
Section 3. Notice of Annual Meeting.
Written notice of each annual meeting shall be given to each shareholder
entitled to vote, either personally or by first-class mail, or, if the
corporation has outstanding shares held of
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record by 500 or more persons (determined in accordance with Section 605 of the
General Corporation Law) on the record date for the meeting, by third-class
mail, or by other means of written communication, charges prepaid, addressed to
such shareholder at the shareholder's address appearing on the books of the
corporation or given by such shareholder to the corporation for the purpose of
notice. If any notice or report addressed to the shareholder at the address of
such shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice or report to the
shareholder at such address, all future notices or reports shall be deemed to
have been duly given without further mailing if the same shall be available for
the shareholder upon written demand of the shareholder at the principal
executive office of the corporation for a period of one year from the date of
the giving of the notice or report to all other shareholders. If a shareholder
gives no address, notice shall be deemed to have been given to such shareholder
if addressed to the shareholder at the place where the principal executive
office of the corporation is situated, or if published at least once in some
newspaper of general circulation in the county in which said principal executive
office is located.
All such notices shall be given to each shareholder entitled thereto not less
than ten (10) days (or, if sent by third-class mail, thirty (30) days) nor more
than sixty (60) days before each annual meeting. Any such 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 such notice in accordance with the foregoing provisions, executed by the
Secretary, Assistant Secretary or any transfer agent of the corporation shall be
prima facie evidence of the giving of the notice. Such notice shall specify:
(a) the place, the date, and the hour of such meeting;
(b) those matters that the Board of Directors, at the time of the mailing
of the notice, intends to present for action by the shareholders (but, subject
to the provisions of subsection (d) below, any proper matter may be presented at
the meeting for such action);
(c) if directors are to be elected, the names of nominees
intended at the time of the notice to be presented by the Board
of Directors for election;
(d) the general nature of a proposal, if any, to take action with respect
to approval of (i) a contract or other transaction with an interested director,
(ii) amendment of the
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Articles of Incorporation, (iii) a reorganization of the corporation as defined
in Section 181 of the General Corporation Law, (iv) voluntary dissolution of the
corporation, or (v) a distribution in dissolution other than in accordance with
the rights of outstanding preferred shares, if any; and
(e) such other matters, if any, as may be expressly required by statute.
Section 4. Special Meetings.
Special meetings of the shareholders for any purpose or purposes whatsoever may
be called at any time by the Chairman of the Board (if there be such an officer
appointed), by the President, by the Board of Directors, or by one or more
shareholders entitled to cast not less than ten percent (10%) of the votes at
the meeting.
Section 5. Notice of Special Meetings.
Upon request in writing that a special meeting of shareholders be called for any
proper purpose, directed to the Chairman of the Board (if there be such an
officer appointed), President, Vice President or Secretary by any person (other
than the Board of Directors) entitled to call a special meeting of shareholders,
the officer forthwith shall cause notice to be 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 thirty-five (35) nor more than
sixty (60) days after the receipt of the request. Except in special cases where
other express provision is made by statute, notice of any special meeting of
shareholders shall be given in the same manner as for annual meetings of
shareholders. In addition to the matters required by Section 3(a) and, if
applicable, Section 3(c) of this Article II of these Bylaws, notice of any
special meeting shall specify the general nature of the business to be
transacted, and no other business may be transacted at such meeting.
Section 6. Quorum.
The presence in person or by proxy of persons entitled to vote a majority of the
voting shares at any meeting shall constitute a quorum for the transaction of
business. If a quorum is present, the affirmative vote of a majority of the
shares represented and voting at the meeting (which shares voting affirmatively
also constitute at least a majority of the required quorum) shall be the act of
the shareholders unless the vote of a greater number of voting by classes is
required by the General Corporation Law or the Articles of Incorporation. Any
meeting of shareholders, whether or not a quorum is present, may be adjourned
from time to time by the vote of the holders of a majority of the shares present
in person or represented by proxy thereat and entitled to
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vote, but in the absence of a quorum no other business may be transacted at such
meeting, except that the shareholders present or represented by proxy 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.
When any shareholders' meeting, either annual or special, is adjourned for more
than forty-five (45) days, 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. Except as provided above, it shall not be
necessary to give any notice of the time and place of the adjourned meeting or
of the business to be transacted thereat, other than by announcement of the time
and place thereof at the meeting at which such adjournment is taken.
Section 8. Record Date.
(a) The Board of Directors may fix a time in the future as a record date
for the determination of the shareholders entitled to notice of and to vote at
any meeting of shareholders or entitled to give consent to corporate action in
writing without a meeting, to receive any report, to receive any dividend or
other distribution, or allotment of any rights, or to exercise rights in respect
of any other lawful action. The record date so fixed shall be not more than
sixty (60) days nor less than ten (10) days prior to the date of such meeting
nor more than sixty (60) days prior to any other action. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting unless the Board of
Directors fixes a new record date for the adjourned meeting, but the Board of
Directors shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days from the date set for the original meeting. When a record
date is so fixed, only shareholders of record at the close of business on that
date are entitled to notice of and to vote at any such meeting, to give consent
without a meeting, to receive any report, to receive the dividend, distribution,
or allotment of rights, or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date, except as otherwise provided in the Articles of Incorporation
or these Bylaws.
(b) If no record date is fixed:
(1) The record date for determining shareholders
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entitled to notice of or to vote at a meeting of shareholders shall be at the
close of business on the business day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the business day
preceding the day on which the meeting is held.
(2) The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors has been taken, shall be the day on which the first
written consent is given.
(3) The record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto, or the sixtieth (60th) day prior to the
date of such other action, whichever is later.
Section 9. Voting.
(a) Except as provided below with respect to cumulative voting and except
as may be otherwise provided in the Articles of Incorporation, each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote of shareholders. Any holders of shares entitled to vote on
any matter may vote part of the shares in favor of the proposal and refrain from
voting the remaining shares or vote them against the proposal, other than
elections to office, but, if the shareholder fails to specify the number of
shares such shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder's approving vote is with respect to all shares
such shareholder is entitled to vote.
(b) Subject to the provisions of Sections 702 through 704 of the General
Corporation Law (relating to voting of shares held by a fiduciary, receiver,
pledgee, or minor, in the name of a corporation, or in joint ownership), persons
in whose names shares entitled to vote stand on the stock records of the
corporation at the close of business on the record date shall be entitled to
vote at the meeting of shareholders. Such vote may be viva voce or by ballot;
provided, however, that all elections for directors must be by ballot upon
demand made by a shareholder at any election and before the voting begins.
Shares of this corporation owned by a corporation more than twenty-five percent
(25%) of the voting power of which is owned directly by this corporation, or
indirectly through one or more majority-owned subsidiaries of this corporation,
shall not be entitled to vote on any matter.
(c) Subject to the requirements of the next sentence, every shareholder
entitled to vote at any election for directors shall
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have the right to 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 such shareholder's shares are normally entitled, or to
distribute votes on the same principle among as many candidates as such
shareholder thinks fit. No shareholder shall be entitled to cumulate votes
unless such candidate's name or candidates' names have been placed in nomination
prior to the voting and the shareholder has given notice at the meeting, prior
to the voting, of the shareholder's intention to cumulate such shareholder's
votes. If any one shareholder has given such notice, all shareholders may
cumulate their votes for candidates in nomination. The candidates receiving the
highest number of affirmative votes of shares entitled to be voted for them, up
to the number of directors to be elected by such shares, shall be elected. Votes
against a director and votes withheld shall have no legal effect.
Section 10. Proxies.
(a) Every person entitled to vote shares may authorize another person or
other persons to act by proxy with respect to such shares. "Proxy" means a
written authorization signed by a shareholder or the shareholder's
attorney-in-fact giving another person or persons power to vote with respect to
the shares of such shareholder. "Signed" for the purpose of this Section means
the placing of the shareholder's name on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the shareholder or the
shareholder's attorney-in-fact. Any proxy duly executed is not revoked and
continues in full force and effect until (i) a written instrument revoking it is
filed with the Secretary of the corporation prior to the vote pursuant thereto,
(ii) a subsequent proxy executed by the person executing the prior proxy is
presented to the meeting, (iii) the person executing the proxy attends the
meeting and votes in person, or (iv) written notice of the death or incapacity
of the maker of such proxy is received by the corporation before the vote
pursuant thereto is counted; provided that no such proxy shall be valid after
the expiration of eleven (11) months from the date of its execution, unless
otherwise provided in the proxy. Notwithstanding the foregoing sentence, a proxy
that states that it is irrevocable, is irrevocable for the period specified
therein to the extent permitted by Section 705(e) of the General Corporation
Law. The dates contained on the forms of proxy presumptively determine the order
of execution, regardless of the postmark dates on the envelopes in which they
are mailed.
(b) As long as no outstanding class of securities of the corporation is
registered under Section 12 of the Securities Exchange Act of 1934, or is not
exempted from such registration
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by Section 12(g)(2) of such Act, any form of proxy or written consent
distributed to ten (10) or more shareholders of the corporation when outstanding
shares of the corporation are held of record by 100 or more persons shall afford
an opportunity on the proxy or form of written consent to specify a choice
between approval and disapproval of each matter or group of related matters
intended to be acted upon at the meeting for which the proxy is solicited or by
such written consent, other than elections to office, and shall provide, subject
to reasonable specified conditions, that where the person solicited specifies a
choice with respect to any such matter the shares will be voted in accordance
therewith. In any election of directors, any form of proxy in which the
directors to be voted upon are named therein as candidates and which is marked
by a shareholder "withhold" or otherwise marked in a manner indicating that the
authority to vote for the election of directors is withheld shall not be voted
for the election of a director.
Section 11. Validation of Defectively Called or Noticed Meetings.
The transactions of any meeting of shareholders, however called and noticed, and
wherever held, are as valid as though had at a meeting duly held after regular
call and notice, if a quorum is present either in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to vote, not
present in person or by proxy, signs a written waiver of notice or a consent to
the holding of the meeting or an approval of the minutes thereof. All such
waivers, consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting. Attendance of a person at a meeting
shall constitute a waiver of notice of and presence at such meeting, except when
the person objects, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters required by these Bylaws or by the General Corporation
Law to be included in the notice if such objection is expressly made at the
meeting. Neither the business to be transacted at nor the purpose of any regular
or special meeting of shareholders need be specified in any written waiver of
notice, consent to the holding of the meeting or approval of the minutes
thereof, unless otherwise provided in the Articles of Incorporation or these
Bylaws, or unless the meeting Involves one or more matters specified in Section
3(d) of this Article II of these Bylaws.
Section 12. Action Without Meeting.
(a) Directors may be elected without a meeting by a consent in writing,
setting forth the action so taken, signed by all of
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the persons who would be entitled to vote for the election of directors,
provided that, without notice except as hereinafter set forth, a director may be
elected at any time to fill a vacancy not filled by the directors (other than a
vacancy created by removal of a director) by the written consent of persons
holding a majority of the outstanding shares entitled to vote for the election
of directors.
Any other action that may be taken at a meeting of the shareholders, may be
taken without a meeting, and without prior notice except as hereinafter set
forth, if a consent in writing, setting forth the action so taken, is signed by
the holders of outstanding shares having not less than the minimum number of
votes 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.
(b) Unless the consents of all shareholders entitled to vote have been
solicited in writing:
(1) notice of any proposed shareholder approval of (i) a contract or
other transaction with an interested director, (ii) indemnification of an agent
of the corporation, (iii) a reorganization of the corporation as defined in
Section 181 of the General Corporation Law, or (iv) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, if any, without a meeting by less than unanimous written consent, shall
be given at least ten (10) days before the consummation of the action authorized
by such approval; and
(2) prompt notice shall be given of the taking of any other corporate
action approved by shareholders without a meeting by less than unanimous written
consent;
to those shareholders entitled to vote who have not consented in writing. Such
notices shall be given in the manner provided in Section 3 of this Article II of
these Bylaws.
(c) Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares or a personal representative of the
shareholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the corporation.
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Section 13. Inspectors of Election.
(a) In advance of any meeting of shareholders, the Board of Directors may
appoint inspectors of election to act at the meeting and any adjournment
thereof. If inspectors of election are not so appointed, or if any persons so
appointed fail to appear or refuse to act, the chairman of any such meeting may,
and on the request of any shareholder or the holder of such shareholder's proxy
shall, appoint inspectors of election (or persons to replace those who so fail
or refuse) at the meeting. The number of inspectors shall be either one or
three. If inspectors are appointed at a meeting on the request of one or more
shareholders or holders of proxies, the majority of shares represented in person
or by proxy shall determine whether one inspector or three inspectors are to be
appointed.
(b) The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum and the authenticity, validity and effect of proxies;
receive votes, ballots or consents; hear and determine all challenges and
questions in any way arising in connection with the right to vote; count and
tabulate all votes or consents; determine when the polls shall close; determine
the result; and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders.
(c) The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.
ARTICLE III
Board of Directors
Section 1. Powers; Approval of Loans to Officers.
(a) Subject to the provisions of the General Corporation Law and any
limitations in the Articles of Incorporation relating to action required to be
approved by the shareholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board of Directors. The Board of
Directors may delegate the management of the day-to-day operation of the
business of the corporation to a management company or other person provided
that the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the Board of
Directors.
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(b) The corporation may, upon approval of the Board of Directors alone,
make loans of money or property to, or guarantee the obligations of, any officer
(whether or not a director) of the corporation or of its parent, or adopt an
employee benefit plan authorizing such loans or guaranties provided that:
(1) the Board of Directors determines that such a loan, guaranty, or
plan may reasonably be expected to benefit the corporation;
(2) the corporation has outstanding shares held of record by 100 or
more persons (determined as provided in Section 605 of the General Corporation
Law) on the date of approval by the Board of Directors;
(3) the approval by the Board of Directors is by a vote sufficient
without counting the vote of any interested director(s); and
(4) the loan is otherwise made in compliance with Section 315 of the
General Corporation Law.
Section 2. Number and Qualification of Directors.
The number of directors of the corporation shall not be less than six (6) nor
more than eleven (11) until changed by amendment of the Articles of
Incorporation or by a bylaw amending this Section 2 duly adopted by the vote or
written consent of holders of a majority of the outstanding shares, provided
that if the minimum number of directors is five or more, any proposal to reduce
the minimum number of directors to a number less than five cannot 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 sixteen and
two-thirds percent (16-2/3%) of the outstanding shares entitled to vote. The
exact number of directors shall be fixed from time to time, within the limits
specified in the Articles of Incorporation or in this Section 2, by a bylaw or
amendment thereof duly adopted by the vote of a majority of the shares entitled
to vote represented at a duly held meeting at which a quorum is present, or by
the written consent of the holders of a majority of the outstanding shares
entitled to vote, or by the Board of Directors.
Section 3. Election and Term of Office.
The directors shall be elected at 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, including a director elected to fill a vacancy
shall hold office until the expiration of the term for which
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elected and until a successor has been elected and qualified.
Section 4. Vacancies.
A vacancy on the Board of Directors shall be deemed to exist in 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, if the incorporator or incorporators have
failed to appoint the authorized number of directors in any resolution for
appointment of directors upon the initial organization of the corporation, or if
the shareholders fail, at any 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.
Vacancies on the Board of Directors, except for a vacancy created by the removal
of a director, may be filled by a majority of the directors then in office,
whether or not less than a quorum, or by a sole remaining director, and each
director so elected shall hold office until his or her successor is elected at
an annual or a special meeting of the shareholders. A vacancy in the Board of
Directors created by the removal of a director may be filled only by the vote of
a majority of the shares entitled to vote represented at a duly held meeting at
which a quorum is present, or by the written consent of all of the holders of
the outstanding shares.
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 shall require the
consent of holders of a majority of the outstanding shares entitled to vote. Any
such election by written consent to fill a vacancy created by removal shall
require the unanimous written consent of all shares entitled to vote for the
election of directors.
Any director may resign effective upon giving written notice to the Chairman of
the Board (if there be such an officer appointed), the President, the Secretary
or the Board of Directors of the corporation, unless the notice specifies a
later time for the effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to take office when the
resignation becomes effective.
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 5. Time and Place of Meetings.
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The Board of Directors shall hold a regular meeting immediately after the
meeting of shareholders at which it is elected and at the place where such
meeting is held, or at such other place as shall be fixed by the Board of
Directors, for the purpose of appointing officers of the corporation and
otherwise organizing and for the transaction of other business, and notice of
such meeting is hereby dispensed with. Other regular meetings of the Board of
Directors shall be held without notice at such times and places as are fixed by
the Board of Directors. Special meetings of the Board of Directors may be held
at any time whenever called by the Chairman of the Board (if there be such an
officer appointed), the President, any VicePresident, the Secretary or any two
directors. In the absence of a designation, regular meetings shall be held at
the principal executive office of the corporation.
Any meeting, regular or special, may be held by conference telephone, electronic
video screen communication, or other communications equipment. Participation in
such a meeting by telephone conference constitutes presence in person at such a
meeting provided that all directors participating can hear one another.
Participation in a meeting through communications equipment other than
conference telephone constitutes presence in person provided that (i) each
member participating can communicate with all other members concurrently, (ii)
each member is provided the means of participating in all matters before the
Board, including the capacity to propose, or interpose an objection to, a
specific action to be take by the Corporation, and (ii) the Corporation confirms
the identity of the participants and allows only members to cast votes.
Except as hereinabove provided in this Section 5, all meetings of the Board of
Directors may be held at any place within or without the State of California
that has been designated by resolution of the Board of Directors as the place
for the holding of regular meetings, or by written consent of all directors. In
the absence of such designation, meetings of the Board of Directors shall be
held at the principal executive office of the corporation. Special meetings of
the Board of Directors may be held either at a place so designated or at the
principal executive office of the corporation.
Section 6. Notice of Special Meetings.
Notice of the time and place of special meetings shall be delivered personally
to each director or communicated to each director by telephone, including voice
messaging system or other system or technology designed to record and
communicate messages, telegraph, facsimile, electronic mail, or other electronic
means or mail, charges prepaid, addressed to the director at the director's
address as it is shown upon the records of the
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corporation or, if it is not so shown on such records or is not readily
ascertainable, at the place at which the meetings of the directors are regularly
held.
In case such notice is mailed, it shall be deposited in the United States mail
in the place in which the principal executive office of the corporation is
located at least four (4) days prior to the time of the holding of the meeting.
In case such notice is delivered personally or by telephone, including voice
messaging system or other system or technology designed to record and
communicate messages, telegraph, facsimile, electronic mail, or other electronic
means or by telegraph, as above provided, it shall be so delivered at least
forty-eight (48) hours prior to the time of the holding of the meeting. Such
mailing, electronic delivery or delivery, personally or by telephone, as above
provided, shall be due, legal and personal notice to such director.
Notice of a meeting need not be given to any director who signs a waiver of
notice or a consent to holding the meeting or an approval of the minutes
thereof, whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to such
director. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
Section 7. Action at a Meeting: Quorum and Required Vote.
Presence of a majority of the authorized number of directors at a meeting of the
Board of Directors constitutes a quorum for the transaction of business, except
as hereinafter provided. Members of the Board of Directors may participate in a
meeting through use of conference telephone or similar communications equipment,
so long as all members participating in such meeting can hear one another.
Participation in a meeting as permitted in the preceding sentence constitutes
presence in person at such meeting. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present is the act of the Board of Directors, unless a greater number, or the
same number after disqualifying one or more directors from voting, is required
by law, by the Articles of Incorporation, or by these Bylaws. 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.
Section 8. Action Without a Meeting.
Any action required or permitted to be taken by the Board of Directors may be
taken without a meeting, if all members of the
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Board of Directors shall individually or collectively consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
proceedings of the Board of Directors. Such action by written consent shall have
the same force and effect as a unanimous vote of such directors.
A majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place. If the meeting is adjourned for
more than twenty-four (24) hours, notice of any adjournment to another time or
place shall be given prior to the time of the adjourned meeting to the directors
who were not present at the time of the adjournment.
Section 9. Adjourned Meeting and Notice.
A majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place. If the meeting is adjourned for
more than twenty-four (24) hours, notice of any adjournment to another adjourned
meeting to the directors who were not present at the time of the adjournment.
Section 10. 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 of Directors.
Section 11. Appointment of Executive and Other Committees.
The Board of Directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the Board of
Directors. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent member at any
meeting of the committee. The appointment of members or alternate members of a
committee requires the vote of a majority of the authorized number of directors.
Any such committee, to the extent provided in the resolution of the Board of
Directors or in these Bylaws, shall have all the authority of the Board of
Directors, except with respect to:
(a) The approval of any action for which the General Corporation Law also
requires shareholders' approval or approval of the outstanding shares.
(b) The filling of vacancies on the Board of Directors or in any committee.
(c) The fixing of compensation of the directors for serving
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on the Board of Directors or on any committee.
(d) The amendment or repeal of these Bylaws or the adoption of new Bylaws.
(e) The amendment or repeal of any resolution of the Board of Directors
that by its express terms is not so amendable or repealable.
(f) A distribution to the shareholders of the corporation, except at a
rate, in a periodic amount or within a price range determined by the Board of
Directors.
(g) The appointment of other committees of the Board of
Directors or the members thereof.
The provisions of Sections 5 through 9 of this Article III apply also to
committees of the Board of Directors and action by such committees, mutatis
mutandis (with the necessary changes having been made in the language thereof).
Section 12. Indemnification of Agents of the Corporation; Purchase of
Liability Insurance.
(a) For the purposes of this Section 12 and of Section 12(b)(l)(ii) of
Article II, 'agent means 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
that was a predecessor corporation of the corporation or of another enterprise
at the request of such predecessor corporation; 11proceeding1t means any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative; and 1texpenses it include without limitation
attorneys' fees and any expenses of establishing a right to indemnification
under subsection (d) or subsection (e)(3) of this Section 12.
(b) The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of the corporation to procure a judgment in its favor) by reason of
the fact that such person is or was an agent of the corporation, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding if such person acted in
good faith and in a manner such person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, if such
person had no
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reasonable cause to believe that such person's conduct was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nob contendere or its equivalent shall not, of itself, create a
presumption that such person did not act in good faith and in a manner which
such person reasonably believed to be in the best interests of the corporation
or that such person had reasonable cause to believe that such person's conduct
was unlawful.
(c) The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action by
or in the right of the corporation to procure a judgment in its favor by reason
of the fact that such person is or was an agent of the corporation, against
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of such action if such person acted in good faith, in a
manner such person believed to be in the best interests of the corporation and
with such care, including reasonable inquiry, as an ordinarily prudent person in
a like position would use under similar circumstances. No indemnification shall
be made under this subsection (c):
(1) In respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation in the performance of
such person's duty to the corporation, unless and only to the extent that the
court in which such proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for the expenses which such court
shall determine;
(2) of amounts paid in settling or otherwise disposing
of a threatened or pending action, with or without court
approval; or
(3) of expenses incurred in defending a threatened or pending action
which is settled or otherwise disposed of without court approval.
(d) To the extent that an agent of the corporation has been successful on
the merits in defense of any proceeding referred to in subsection (b) or (c) of
this Section 12 or in defense of any claim, issue or matter therein, the agent
shall be indemnified against expenses actually and reasonably incurred by the
agent in connection therewith.
(e) except as provided in subsection (d) of this Section 12, any
indemnification under this Section 12 shall be made by the corporation only if
authorized in the specific case, upon a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard
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of conduct set forth in subsection (b) or (c) of this Section 12, by:
(1) A majority vote of a quorum consisting of directors who are not
parties to such proceeding;
(2) Approval or ratification by the affirmative vote of a majority of
the shares of the corporation represented and voting at a duly held meeting at
which a quorum is present (which shares voting affirmatively also constitute at
least a majority of the required quorum) or by the written consent of holders of
a majority of the outstanding shares entitled to vote; for such purpose, the
shares owned by the person to be indemnified shall not be considered outstanding
or entitled to vote thereon; or
(3) The court in which such proceeding is or was pending, upon
application made by the corporation or the agent or the attorney or other person
rendering services in connection with the defense, whether or not such
application by the agent, attorney or other person is opposed by the
corporation.
(f) Expenses incurred in defending any proceeding may be advanced by the
corporation prior to the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of the agent to repay such amount unless it shall be
determined ultimately that the agent is entitled to be indemnified as authorized
in this Section 12.
(g) Nothing contained in this Section 12 shall affect any right to
indemnification to which persons other than directors and officers of the
corporation or any subsidiary thereof may be entitled by contract or otherwise.
(h) No indemnification or advance shall be made under this Section 12,
except as provided in subsection (d) or (e)(3) of this Section 12, in any
circumstance where it appears:
(1) That it would be inconsistent with a provision of the Articles of
Incorporation, a resolution of the shareholders or an agreement in effect at the
time of the accrual of the alleged cause of action asserted in the proceeding in
which the expenses were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or
(2) That it would be inconsistent with any condition expressly imposed
by a court in approving a settlement.
(i) Upon and in the event of a determination by the Board of Directors of
the corporation to purchase such insurance, the corporation shall purchase and
maintain insurance on behalf of any agent of the corporation against any
liability asserted
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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 Section 12 or
otherwise.
(j) This Section 12 does not apply to any proceeding against any trustee,
investment manager or other fiduciary of an employee benefit plan in such
person's capacity as such, even though such person may also be an agent of this
Corporation as defined in subsection (a) of this Section 12. The corporation
shall have the power to indemnify such trustee, investment manager or other
fiduciary to the extent permitted by subdivision (f) of Section 207 of the
General Corporation Law.
ARTICLE IV
Officers
Section 1. Officers.
The officers of the corporation shall consist of the President, the Secretary
and the Treasurer, and each of them shall be appointed by the Board of
Directors. The corporation may also have a Chairman of the Board, one or more
Vice-Presidents, a Controller, one or more Assistant Secretaries and Assistant
Treasurers, and such other officers as may be appointed by the Board of
Directors, or with authorization from the Board of Directors by the President.
The order of the seniority of the Vice-Presidents shall be in the order of their
nomination, unless otherwise determined by the Board of Directors. Any two or
more of such offices may be held by the same person. The Board of Directors
shall designate one officer as the chief financial officer of the corporation.
In the absence of such designation, the Treasurer shall be the chief financial
officer. The Board of Directors may appoint, and may empower the President to
appoint, such other officers as the business of the corporation may require,
each of whom shall have such authority and perform such duties as are provided
in these Bylaws or as the Board of Directors may from time to time determine.
All officers of the corporation shall hold office from the date appointed to the
date of the next succeeding regular meeting of the Board of Directors following
the meeting of shareholders at which the Board of Directors is elected, and
until their successors are elected; provided that all officers, as well as any
other employee or agent of the corporation, may, subject to any claim for breach
of contract based on any contractual arrangements between any such person and
the corporation, be removed at any time at the pleasure of the Board of
Directors, or, except in the case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors, and upon the removal,
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resignation, death or incapacity of any officer, the Board of Directors or the
President, in cases where he or she has been vested by the Board of Directors
with power to appoint, may declare such office vacant and fill such vacancy.
Any officer may resign at any time by giving written notice to the Board of
Directors, the President, the Secretary of the corporation, without prejudice,
however, to the rights, if any, of the corporation under contract to which such
officer is a party. Any such resignation shall take effect at the date of the
receipt 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.
The salary and other compensation of the officers shall be fixed from time to
time by resolution of or in the manner determined by the Board of Directors.
Section 2. The Chairman of the Board.
The Chairman of the Board (if there be such an officer appointed) shall, when
present, preside at all meetings of the Board of Directors and shall perform all
the duties commonly incident to that office. The Chairman of the Board shall
have authority to execute in the name of the corporation bonds, contracts,
deeds, leases and other written instruments to be executed by the corporation
(except where by law the signature of the President is require), and shall
perform such other duties as the Board of Directors may from time to time
determine.
Section 3. The President.
Subject to such supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board, the President shall be the chief
executive officer of the corporation and shall perform all the duties commonly
incident to that office. The President shall have authority to execute in the
name of the corporation bonds, contracts, deeds, leases and other written
instruments to be executed by the corporation. The President shall preside at
all meetings of the shareholders and, in the absence of the Chairman of the
Board or if there is none, at all meetings of the Board of Directors, and shall
perform such other duties as the Board of Directors may from time to time
determine.
Section 4. Vice-Presidents.
The Vice-Presidents (if there be such officers appointed), in the order of their
seniority, unless otherwise established by the Board of Directors, may assume
and perform the duties of the President in the absence or disability of the
President or
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whenever the offices of the Chairman of the Board and President are vacant. The
Vice-Presidents shall have such titles, perform such other duties, and have such
other powers as the Board of Directors or the President may designate from time
to time.
Section 5. The Secretary.
The Secretary shall record or cause to be recorded, and shall keep or cause to
be kept, at the principal executive office and such other place as the Board of
Directors may order, a book of minutes of actions taken at all meetings of
directors and committees thereof and of shareholders, 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 at directors' meetings, the number of
shares present or represented at shareholders' meetings, and the proceedings
thereof
The Secretary shall keep, or cause to be kept, at the principal executive office
or at the office of the corporation's transfer agent, a share register or a
duplicate share register in a form capable of being converted into written form,
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 and of the Board of Directors and committees thereof required
by these Bylaws or by law to be given, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or by
these Bylaws.
The President may direct any Assistant Secretary to assume and perform the
duties of the Secretary in the absence or disability of the Secretary, and each
Assistant Secretary shall perform such other duties and have such other powers
as the Board of Directors or the President may designate from time to time.
Section 6. The Treasurer.
The Treasurer shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of the
corporation. The books of account shall at all reasonable times be open to
inspection by any director.
The Treasurer shall deposit all moneys and other valuables in the name and to
the credit of the corporation with such depositaries
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as may be designated by the Board of Directors. The Treasurer shall disburse the
funds of the corporation as may be ordered by the Board of Directors, shall
render to the President and directors, whenever they request it, an account of
all of the Treasurer's transactions 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 of Directors or these Bylaws.
The President may direct any Assistant Treasurer to assume and perform the
duties of the Treasurer in the absence or disability of the Treasurer, and each
Assistant Treasurer shall perform such other duties and have such other powers
as the Board of Directors or the President may designate from time to time.
Section 7. The Controller.
The Controller (if there be such an officer appointed) shall be responsible for
the establishment and maintenance of accounting and other systems required to
control and account for the assets of the corporation and provide safeguards
therefor, and to collect information required for management purposes, and shall
perform such other duties and have such other powers as the Board of Directors
or the President may designate from time to time. The President may direct any
Assistant Controller to assume and perform the duties of the Controller, in the
absence or disability of the Controller, and each Assistant Controller shall
perform such other duties and have such other powers as the Board of Directors,
the Chairman of the Board (if there be such an officer appointed) or the
President may designate from time to time.
ARTICLE V
Execution of Corporate Instruments, Ratification, and
Voting of Stocks Owned by the Corporation
Section 1. Execution of Corporate Instruments.
The Board of Directors may, in its discretion, determine the method, and
designate the signatory officer or officers or other person or persons, to
execute any corporate instrument or document, or to sign the corporate name
without limitation, except where otherwise provided by law, and such execution
or signature shall be binding upon the corporation.
Unless otherwise specifically determined by the Board of Directors or otherwise
required by law or permitted by these Bylaws, formal contracts of the
corporation, promissory notes, deeds of trust, mortgages and other evidences of
indebtedness of the corporation and other corporate instruments or documents,
and certificates of shares of stock owned by the corporation, shall
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be executed, signed or endorsed by the Chairman of the Board (if there be such
an officer appointed), the President, any Vice-President and by the Secretary,
the Treasurer, any Assistant Secretary, any Assistant Treasurer or the
Controller.
All checks and drafts drawn on banks or other depositaries on funds to the
credit of the corporation, or in special accounts of the corporation, shall be
signed by such person or persons as the Board of Directors shall authorize to do
so.
The Board of Directors shall designate an officer who personally, or through his
representative, shall vote shares of other corporations standing in the name of
this corporation. The authority to vote shares shall include the authority to
execute a proxy in the name of the corporation for purposes of voting the
shares.
Section 2. Ratification by Shareholders.
The Board of Directors may, in its discretion, submit any contract or act for
approval or ratification of the shareholders at any annual meeting of
shareholders, or at any special meeting of shareholders called for that purpose;
and any contract or act that shall be approved or ratified by the holders of a
majority of the voting power of the corporation shall be as valid and binding
upon the corporation and upon the shareholders thereof as though approved or
ratified by each and every shareholder of the corporation, unless a greater vote
is required by law for such purpose.
Section 3. Voting of Stocks Owned by the Corporation.
All stock of other corporations owned or held by the corporation for itself, or
for other parties in any capacity, shall be voted, and all proxies with respect
thereto shall be executed, by the person authorized to do by resolution of the
Board of Directors, or in the absence of such authorization, by the Chairman of
the Board (if there be such an officer appointed), the President or any
Vice-President, or by any other person authorized to do so by the Chairman of
the Board, the President or any Vice President.
ARTICLE VI
Annual and Other Reports
Section 1. Reports to Shareholders.
The Board of Directors of the corporation shall cause an annual report to be
sent to the shareholders not later than 120 days after the close of the fiscal
year, and at least fifteen (15) days (or, if sent by third-class mail,
thirty-five (35) days) prior to the annual meeting of shareholders to be held
during the
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next fiscal year. Such report shall contain a balance sheet as of the end of
such fiscal year and an income statement and statement of changes in financial
position for such fiscal year, accompanied by any report thereon of independent
accountants or, if there is no such report, the certificate of an authorized
officer of the corporation that such statements were prepared without audit from
the books and records of the corporation. Such report shall also contain such
other matters as required by Section 1501(b) of the General Corporation Law,
unless the corporation is subject to the reporting requirements of Section 13 of
the Securities Exchange Act of 1934, and is not exempted therefrom under Section
12(g)(2) thereof. As long as the corporation has less than 100 holders of record
of its shares (determined as provided in Section 605 of the General Corporation
Law), the foregoing requirement of an annual report is hereby waived, unless
such report is required by the Securities Exchange Act of 1934.
If no annual report for the last fiscal year has been sent to shareholders, the
corporation shall, upon the written request of any shareholder made more than
120 days after the close of such fiscal year, deliver or mail to the person
making the request within thirty (30) days thereafter the financial statements
for such year as required by Section 1501(a) of the General Corporation Law. A
shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of the corporation may make a written request to
the corporation for an income statement of the corporation for the three-month,
six-month or nine-month period of the current fiscal year ended more than thirty
(30) days prior to the date of the request and a balance sheet of the
corporation as of the end of such period and, in addition, if no annual report
for the last fiscal year has been sent to shareholders, the annual report for
the last fiscal year, unless such report has been waived under these Bylaws. The
statements shall be delivered or mailed to the person making the request within
thirty (30) days thereafter. A copy of any such statements shall be kept on file
in the principal executive office of the corporation for twelve (12) months, and
they shall be exhibited at all reasonable times to any shareholder demanding an
examination of them, or a copy shall be mailed to such shareholder.
The quarterly income statements and balance sheets referred to in this Section
shall be accompanied by the report thereon, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that such financial statements were prepared without
audit from the books and records of the corporation.
Section 2. Reports to the Secretary of State.
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(a) Every year, during the calendar month in which the original articles of
incorporation were filed with the California Secretary of State, or during the
preceding five calendar months, the corporation shall file a statement with the
Secretary of State on the prescribed form, setting forth the authorized number
of directors; the names and complete business and residence addresses of all
incumbent directors; the names and complete business or resident addresses of
the chief executive officer, the secretary, and the chief financial officer; the
street address of the corporation's principal executive office or principal
business office in this state; a statement of the general type of business
constituting the principal business activity of the corporation; and a
designation of the agent of the corporation for the purpose of service of
process, all in compliance with Section 1502 of the Corporations Code of
California.
(b) Notwithstanding the provisions of paragraph (a) of this section, if
there has been no change in the information contained in the corporation's last
annual statement on file in the Secretary of State's office, the corporation
may, in lieu of filing the annual statement described in paragraph (a) of this
section, advise the Secretary of State, on the appropriate form, that no changes
in the required information have occurred during the applicable period.
ARTICLE VII
Shares of Stock
Every holder of shares in the corporation shall be entitled to have a
certificate signed in the name of the corporation by the Chairman or Vice
Chairman of the Board (if there be such officers appointed) or the President or
a Vice-President and by the chief financial officer or any Assistant Treasurer
or the Secretary or any Assistant Secretary, certifying the number of shares and
the class or series of shares owned by the shareholder. Any of the signatures on
the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has 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.
Any such certificate shall also contain such legends or other statements as may
be required by Sections 417 and 418 of the General Corporation Law, the
Corporate Securities Law of 1968, federal or other state securities laws, and
any agreement between the corporation and the issuee of the certificate.
Certificates for shares may be issued prior to full payment,
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under such restrictions and for such purposes as the Board of Directors or these
Bylaws may provide; provided, however, that any such certificate so issued prior
to full payment shall state on the face thereof the amount remaining unpaid and
the terms of payment thereof.
No new certificate for shares shall be issued in lieu of an old certificate
unless the latter is surrendered and cancelled at the same time; provided,
however, that a new certificate will be issued without the surrender and
cancellation of the old certificate if (1) the old certificate is lost,
apparently destroyed or wrongfully taken; (2) the request for the issuance of
the new certificate is made within a reasonable time after the owner of the old
certificate has notice of its loss, destruction, or theft; (3) the request for
the issuance of a new certificate is made prior to the receipt of notice by the
corporation that the old certificate has been acquired by a bona fide purchaser;
(4) the owner of the old certificate files a sufficient indemnity bond with or
provides other adequate security to the corporation; and (5) the owner satisfies
any other reasonable requirement imposed by the corporation. In the event of 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 and 8405 of the California Commercial Code.
ARTICLE VIII
Inspection of Corporate Records
Section 1. General Records.
The accounting books and records, the record of shareholders, and the minutes of
proceedings of the shareholders, the Board of Directors and committees thereof
of the corporation and any subsidiary of the corporation shall be open to
inspection upon the written demand on the corporation of any shareholder or
holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interests as a
shareholder or as the holder of such voting trust certificate. Such inspection
by a shareholder or holder of a voting trust certificate may be made in person
or by agent or attorney, and the right of inspection includes the right to copy
and make extracts.
A shareholder or shareholders holding at least five percent (5%) in the
aggregate of the outstanding voting shares of the corporation or who hold at
least one percent (1%) of such voting shares and have filed a Schedule 14B with
the United States Securities and Exchange Commission relating to the election of
directors of the corporation shall have (in person, or by agent or attorney) the
right to inspect and copy the record of
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shareholders' names and addresses and shareholdings during usual business hours
upon five (5) business days' prior written demand upon the corporation or to
obtain from the transfer agent for the corporation, upon written demand and upon
the tender of its usual charges for such list, 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 of a date specified by the shareholder subsequent to the date of demand. The
list shall be made available on or before the later of five (5) business days
after the demand is received or the date specified therein as the date as of
which the list is to be compiled.
Every director shall have the absolute right at any reasonable time to inspect
and copy all books, records and documents of every kind and to inspect the
physical properties of the corporation and its subsidiaries. Such inspection by
a director may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.
Section 2. Inspection of Bylaws.
The corporation shall keep at its principal executive office in California, or
if its principal executive office is not in California, then at its principal
business office in California (or shall otherwise provide upon written request
of any shareholder if it has no such office in California) the original or a
copy of these Bylaws as amended to date, which shall be open to inspection by
the shareholders at all reasonable times during office hours.
ARTICLE IX
Amendments
Section 1. Power of Shareholders.
New bylaws may be adopted or these Bylaws may be amended or repealed by the
affirmative vote of a majority of the outstanding shares entitled to vote, or by
the written assent of shareholders entitled to vote such shares, except as
otherwise provided by law or by the Articles of Incorporation.
Section 2. Power of Directors.
Subject to the right of shareholders as provided in Section 1 of this Article IX
to adopt, amend or repeal these Bylaws, these Bylaws (other than a bylaw or
amendment thereof providing for the approval by the Board, acting alone, of a
loan or guarantee to any officer or an employee benefit plan providing for the
same) may be adopted, amended or repealed by the Board of Directors; provided,
however, that the Board of Directors may adopt a bylaw
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or amendment thereof changing the authorized number of directors only for the
purpose of fixing the exact number of directors within the limits specified in
the Articles of Incorporation or in Section 2 of Article III of these Bylaws.
ARTICLE X
Definitions
Unless the context otherwise requires, the general provisions, rules of
construction and definitions contained in the General Corporation Law as amended
from time to time shall govern the construction of these Bylaws. Without
limiting the generality of the foregoing, the masculine gender includes the
feminine and neuter, the singular number includes the plural and the plural
number includes the singular, and the term 'person' includes a corporation as
well as a natural person.
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CERTIFICATE OF SECRETARY
The undersigned, Secretary of PROGRESSIVE ASSET MANAGEMENT, INC., a California
corporation, hereby certifies that the foregoing is a full, true and correct
copy of the Bylaws of the corporation with all amendments to date of this
Certificate.
WITNESS the signature of the undersigned this 24th day of January 2000.
CATHERINE CARTIER
Catherine Cartier, Secretary of the
Corporation
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