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Exhibit 3(ii)
AMENDED AND RESTATED BYLAWS
OF REGAN HOLDING CORP.
ARTICLE I - OFFICES
Section 1. The principal executive office of Regan Holding Corp. (the
"Corporation") shall be at 2090 Marina Avenue, in the city of Petaluma, State of
California.
Section 2. The Corporation may also have offices at such other places
as the Board of Directors may from time to time designate, or as the business of
the Corporation may require.
ARTICLE II - SHAREHOLDERS' MEETINGS
Section 1. Annual Meetings. The annual meeting of the shareholders of
the corporation for the election of directors to succeed those whose terms
expire and for the transaction of such other business as may properly come
before the meeting shall be held each year at such time and place as may be
determined by the Board of Directors.
Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose whatsoever, unless otherwise prescribed by statute, may be called at
any time by the Chairman of the Board, the Chief Executive Officer, the
President, or by the Board of Directors, or by one or more shareholders holding
not less than ten percent (10%) of the voting power of the Corporation.
Section 3. Place. All meetings of the shareholders shall be at any
place within or without the State of California designated by the Board of
Directors or by written consent of all
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the persons entitled to vote thereat, given either before or after the meeting.
In the absence of any such designation, shareholders' meetings shall be held at
the principal executive office of the Corporation.
Section 4. Notice. Notice of meetings of the shareholders of the
Corporation shall be given in writing to each shareholder entitled to vote,
either personally or by first class mail or other means of written
communication, charges prepaid, addressed to the shareholder at his/her address
appearing on the books of the Corporation or given by the shareholder to the
Corporation for the purpose of notice. Notice of any such meeting of
shareholders shall be sent to each shareholder entitled thereto not less than
ten (10) nor more than sixty (60) days before the meeting. Said notice shall
state the place, date and hour of the meeting and, (1) in the case of special
meetings, the general nature of the business to be transacted, and no other
business may be transacted, or (2) in the case of annual meetings, those matters
which the Board of Directors, at the time of the mailing of the notice, intends
to present for action by the shareholders, and (3) in the case of any meeting at
which directors are to be elected, the names of the nominees intended at the
time of the mailing of the notice to be presented by management for election.
Section 5. Adjourned Meetings. Any shareholders' meeting may be
adjourned from time to time by the vote of the holders of a majority of the
voting shares present at the meeting either in person or by proxy. Notice of any
adjourned meeting need not be given unless a meeting is adjourned for forty-five
(45) days or more from the date set for the original meeting.
Section 6. Quorum. The presence in person or by proxy of the persons
entitled to vote a majority of the shares entitled to vote at any meeting
constitutes 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 do
business until adjournment, notwithstanding the
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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
then remaining. In the absence of a quorum, any meeting of shareholders may be
adjourned from time to time by the vote of a majority of the shares, the holders
of which are either present in person or represented by proxy thereat, but no
other business may be transacted, except as provided above.
Section 7. Consent to Shareholder Action. Any action which may be
taken at any meeting of shareholders may be taken without a meeting and without
prior notice of the proposed action, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted; provided, however, that (1) 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 written consent
shall be given as required by the California Corporations Code, and (2)
directors may not be elected by written consent except by unanimous written
consent of all 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.
Section 8. Waiver of Notice. The transactions of any meeting of
shareholders, however called and noticed, and whenever held, shall be as valid
as though transacted at a meeting duly held after regular call and notice, if a
quorum be present either in person or by proxy, and if, either before or after
the meeting, each of the persons entitled to vote, not present in person or by
proxy, signs an written waiver of notice, or a consent to the holding of the
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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.
Section 9. Voting. The voting at all meetings of shareholders need not
be by ballot, but any qualified shareholder before the voting begins may demand
a stock vote whereupon such stock vote shall be taken by ballot, each of which
shall state the name of the shareholder voting and the number of shares voted by
such shareholder, and if such ballot be cast by a proxy, it shall also state the
name of such proxy.
At any meeting of the shareholders, every shareholder having the right to
vote shall be entitled to vote in person, or by proxy appointed in a writing
subscribed by such shareholder and bearing a date not more than eleven (11)
months prior to said meeting, unless the writing states that it is irrevocable
and is held by a person specified in Section 705(e) of the California
Corporations Code, in which event is irrevocable for the period specified in
said writing.
Section 10. Record Dates. In the event the Board of Directors fixes a
day for the determination of shareholders of record entitled to vote as provided
in Section 1 of Article V of these Bylaws, then, subject to the provisions of
the General Corporation Law of the State of California, only persons in whose
name shares entitled to vote stand on the stock records of the Corporation at
the close of business on such day shall be entitled to vote.
If no record date is fixed:
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 notice is given or, if notice is waived, at
the close of business on the business day next preceding the day on which the
meeting is held;
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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 is necessary, shall be the day on which the first written
consent is given; and
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.
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 fixed 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.
Section 11. Cumulative Voting for Election of Directors. Provided the
candidate's name has been placed in nomination prior to the voting and one or
more shareholders has given notice at the meeting prior to the voting of the
shareholder's intent to cumulate the shareholder's votes, every shareholder
entitled to vote at any election for directors shall 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 the
shareholder's shares are normally entitled, or distribute the shareholder's
votes on the same principle among as many candidates as the shareholder shall
think fit. 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 by
such shares are elected.
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ARTICLE III - BOARD OF DIRECTORS
Section 1. Powers. Subject to any limitations in the Articles of
Incorporation or these Bylaws and to any provision of the California
Corporations Code requiring shareholder authorization or approval for a
particular action, 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.
Section 2. Number, Tenure and Qualifications. The authorized number of
directors constituting the Board of Directors shall at all times be no less than
five (5) nor more than nine (9), until changed by amendment of the Articles of
Incorporation or amendment of the Bylaws approved by the shareholders. The Board
of Directors shall set the authorized number of directors within such range at
any time.
Directors shall hold office until the next annual meeting of shareholders
and until their respective successors are elected. 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. Directors need not
be shareholders of the Corporation.
Section 3. Regular Meetings. A regular annual meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide for other regular meetings from time to time by
resolution.
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Section 4. Special Meetings. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board, the Chief
Executive Officer, the President, the Secretary or more than two-thirds (2/3) of
the directors. Written notice of the time and place of all special meetings of
the Board of Directors shall be prepared by the Secretary of the Corporation and
shall be delivered personally or by telephone including facsimile, or telegraph
to each director at least forty-eight (48) hours before the meeting, or sent to
each director by first-class mail, postage prepaid, at least four (4) days
before the meeting. Such notice need not specify the purpose of the meeting.
Notice of any meeting of the Board of Directors need not be given to any
director who signs a waiver of notice, 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.
Section 5. Place of Meetings. Meetings of the Board of Directors may
be held at any place within or without the State of California, which has been
designated by the Chairman in the notice, or if not stated in the notice or
there is no notice, the principal executive office of the Corporation or as
designated by the resolution duly adopted by the Board of Directors.
Section 6. Participation by Telephone. Members of the Board of
Directors 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.
Section 7. Quorum. A quorum at all meetings of the Board of Directors
shall be either one-third (1/3) of the authorized number of directors, or two
(2) directors, whichever is greater. In the absence of a quorum, a majority of
the directors present may adjourn any meeting to another time and place. If a
meeting is adjourned for more than twenty-four (24) hours, notice of any
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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
adjournment.
Section 8. Action at 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. 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 directors remaining.
Section 9. Waiver of Notice. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, are as valid as
though transacted 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 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.
Section 10. Action Without Meeting. Any action required or permitted to
be taken by the Board of Directors may be taken without a meeting, if all
members of the Board, individually or collectively, consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.
Section 11. Removal. The Board of Directors may declare vacant the
office of a director who has been declared of unsound mind by an order of court
or who has been convicted of a felony.
The entire Board of Directors or any individual director may be removed
from office without cause by a vote of shareholders holding a majority of the
outstanding shares entitled to
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vote at an election of directors; provided, however, that unless the entire
Board is removed, no individual director may be removed when the votes cast
against removal, or not consenting in writing to such removal, should be
sufficient to elect such director if voted cumulatively at an election at which
the same total number of votes cast were cast (or, if such action is taken by
written consent, all shares entitled to vote were voted) and the entire number
of directors authorized at the time of the director's most recent election were
then being elected.
In the event an office of a director is so declared vacant or in case the
Board or any one or more directors be so removed, new directors may be elected
at the same meeting.
Section 12. Resignation. Any director may resign effective upon giving
written notice to the Chairman of the Board, the Chief Executive Officer, the
President, the Secretary or the Board of Directors of the Corporation. Such
resignation will be effective immediately unless the notice specifies a later
time for the effectiveness of such resignation. If the resignation is effective
at a future time, a successor may be elected to take office when the resignation
becomes effective.
Section 13. Vacancies. Except for a vacancy created by the removal of a
director, all vacancies on the Board of Directors, whether caused by
resignation, death or otherwise, 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 his successor is elected at an
annual, regular or special meeting of the shareholders. Vacancies created by the
removal of a director may be filled only by approval of the shareholders. The
shareholders may elect a director at any time to fill any vacancy not filled by
the directors. Any such election by written consent requires the consent of a
majority of the outstanding shares entitled to vote.
Section 14. Compensation. No stated salary shall be paid directors, as
such, for their services, but, by resolution of the Board of Directors, any
fixed sum or other arrangement and
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expenses of attendance, may be allowed for attendance at each regular or special
meeting of such Board; provided that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of any committees of the Board of
Directors may be allowed like compensation for attending committee meetings.
Section 15. 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 (2) or more directors, to serve at the
pleasure of the Board of Directors. The Board of Directors may designate one of
more directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have all the
authority of the Board of Directors in the management of the business and
affairs of the Corporation, except with respect to (a) the approval of any
action requiring shareholders' approval or approval of the outstanding shares,
(b) the filling of vacancies on the Board or any committee, (c) the fixing of
compensation of directors for serving on the Board or a committee, (d) the
adoption, amendment or repeal of Bylaws, (e) the amendment or repeal of any
resolution of the Board which by its express terms is not so amendable or
repealable, (f) a distribution to shareholders, except at a rate or in a
periodic account or within a price range determined by the Board and (g) the
appointment of other committees of the Board or the members thereof.
ARTICLE IV - OFFICERS
Section 1. Number and Term. The officers of the Corporation shall be a
Chairman of the Board, a Chief Executive Officer ("CEO"), a President, one or
more Vice Presidents, a Secretary
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and a Treasurer. The Chairman, CEO, and President shall be chosen by the Board
of Directors. Other officers of the Corporation may be appointed by the
President and CEO or the Board of Directors. In addition, the President or the
Board of Directors may appoint such other officers as may be deemed expedient
for the proper conduct of the business of the Corporation, each of whom shall
have such authority and perform such duties as the President or the Board of
Directors may from time to time determine. The officers to be appointed by the
Board of Directors shall be chosen annually at the regular meeting of the Board
of Directors held after the annual meeting of shareholders and shall serve at
the pleasure of the Board of Directors. If officers are not chosen at such
meeting of the Board of Directors, they shall be chosen as soon thereafter as
shall be convenient. Each officer shall hold office until his successor shall
have been duly chosen or until his/her removal or resignation.
Section 2. 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 place, the Board of Directors may from time to time delegate the powers
or duties of such officer to any other officer, or any director or other person
whom it may select.
Section 3. Removal and Resignation. Any officer chosen by the Board of
Directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of all the members of the Board of Directors. Any officer
chosen by the President and CEO may be removed at any time with or without cause
by the President and CEO.
Any officer chosen by the Board of Directors or any officer chosen by the
President and CEO may resign at any time by giving written notice of said
resignation to the Corporation. Unless a different time is specified therein,
such resignation shall be effective upon its receipt by
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the Chairman of the Board, the Chief Executive Officer, the President, the
Secretary or the Board of Directors.
Section 4. Vacancies. A vacancy in the office of the President and CEO
because of any cause may be filled by the Board of Directors for the unexpired
portion of the term. A vacancy in any other office may be filled by the
President and CEO.
Section 5. Chairman of the Board and Chief Executive Officer. The
Chairman of the Board shall preside at all meetings of the Board. The Chief
Executive Officer shall generally oversee, and be generally responsible for, all
aspects of the operation of the Corporation.
Section 6. President. The President shall be the general manager and
chief executive officer of the Corporation, subject to the control of the Board
of Directors, and as such shall preside at all meetings of shareholders, shall
have general supervision of the affairs of the Corporation, shall sign or
countersign or authorize another officer to sign all certificates, contracts,
and other instruments of the Corporation as authorized by the Board of
Directors, shall make reports to the Board of Directors and shareholders, and
shall perform all such other duties as are incident to such office or are
properly required by the Board of Directors.
Section 7. Vice President. In the absence of the President, or in the
event of such officer's death, disability or refusal to act, the Vice President,
or, in the event there be more than one Vice President, the Vice Presidents in
the order designated at the time of their selection, or in the absence of any
such designation, then in the order of their selection, shall perform the duties
of President, and when so acting, shall have all the powers and be subject to
all restrictions upon the President. Each Vice President shall have such powers
and discharge such duties as may be assigned from time to time by the President
or by the Board of Directors.
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Section 8. Secretary. The Secretary shall see that notices for all
meetings are given in accordance with the provisions of these Bylaws and as
required by law, shall keep minutes of all meetings, shall have charge of the
seal and the corporate books, and shall make such reports and perform such
other duties as are incident to such office, or as are properly required by the
Chief Executive Officer, the President or by the Board of Directors.
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
Chief Executive Officer, the President or by the Board of Directors.
Section 9. Treasurer. The Treasurer may also be designated by the
alternate title of "Chief Financial Officer." The Chief Financial Officer shall
have custody of all moneys and securities of the Corporation and shall keep
regular books of account. Such officer shall disburse the funds of the
Corporation in payment of the just demands against the Corporation, or as may be
ordered by the Board of Directors, take proper vouchers for such
disbursements, and shall render to the Board of Directors from time to time as
may be required of such officer, an account of all transactions as Chief
Financial Officer and of the financial condition of the Corporation. Such
officer shall perform all duties incident to such office or which are properly
required by the President or by the Board of Directors.
The Assistant Treasurers or the Assistant Chief 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 officer's refusal to act, perform the
duties and exercise the powers of the Chief Financial Officer and shall have
such powers and discharge such duties as may be assigned from time to time by
the President or by the Board of Directors.
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Section 10. Salaries. The salary of the President and CEO shall be
fixed from time to time by the Board of Directors. The salary of other officers
shall be fixed from time to time by the President and CEO or the Board of
Directors. 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 11. Officers Holding More Than One Office. Any two or more
offices may be held by the same person, but no person shall execute, acknowledge
or verify any instrument in more than one capacity.
ARTICLE V - MISCELLANEOUS
Section 1. Record Date and Closing of Stock Books. 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 receive payment of any dividend or distribution, or
any allotment of rights, or to exercise rights in respect to any other lawful
action. The record date so fixed shall not be more than sixty (60) nor less than
ten (10) days prior to the date of the meeting or event for the purposes of
which it is fixed. 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
the meeting or 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.
The Board of Directors may close the books of the Corporation against
transfers of shares during the whole or any part of a period of not more than
sixty (60) days prior to the date of a shareholders' meeting, the date then the
right to any dividend, distribution, or allotment of rights vests, or the
effective date of any change, conversion or exchange of shares.
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Section 2. Certificates. Certificates of stock shall be issued in
numerical order and each shareholder shall be entitled to a certificate signed
in the name of the Corporation by the Chairman of the Board, the Chief Executive
Officer or the President or a Vice President, and the Treasurer, the Secretary
or an Assistant Secretary, certifying to the number of shares owned by such
shareholder. Any or all of the signatures on the certificate may be facsimile.
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 to 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.
Section 3. Representation of Shares in Other Corporations. Shares of
other corporations standing in the name of this Corporation, or share rights of
other corporations assigned to this Corporation, may be voted or represented and
all incidents thereto may be exercised on behalf of the Corporation by the
Chairman of the Board, the Chief Executive Officer, the President or any Vice
President and the Treasurer or the Secretary or an Assistant Secretary.
Section 4. Fiscal Year. The fiscal year of the Corporation shall end
on the 31st day of December.
Section 5. Amendments. Bylaws may be adopted, amended, or repealed by
the vote or the written consent of shareholders entitled to exercise a majority
of the voting power of the Corporation. Subject to the right of shareholders to
adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended or repealed by
the Board of Directors, except that a Bylaw amendment thereof changing the
authorized number of directors may be adopted by the Board of Directors only if
these Bylaws permit an indefinite number of directors and the bylaw or amendment
thereof adopted by the Board of Directors changes the authorized number of
directors within the limits specified in these Bylaws.
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Section 6. Indemnification of Corporate Agents. The Corporation shall
indemnify each of its agents against expenses, judgments, fines, settlements and
other amounts, actually and reasonably incurred by such person by reason of such
person's having been made or having been threatened to be made a party to a
proceeding by reason of the fact that the person is or was an agent of the
Corporation, to the extent permitted by section 317 of the California
Corporations Code and the Corporation shall advance the expenses reasonably
expected to be incurred by such agent in defending any proceeding upon receipt
of the undertaking required by subdivision (f) of Section 317 of the California
Corporation Code. The terms "agent", "proceeding", and "expenses" made in this
Section 6 shall have the same meaning as such terms are defined in Section 317
of the California Corporations Code. The indemnification provided by this
Section shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled to under any other Articles, agreement, vote of
shareholders or disinterested directors, or otherwise, to the extent such
additional rights are authorized in the Articles of Incorporation and by
applicable law.
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