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EXHIBIT 3.2
SCOPE INDUSTRIES
BYLAWS
(AS AMENDED TO APRIL 26, 2000)
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1. Place of Meetings
Meetings of the shareholders of the Corporation shall he held at the
principal office of the Corporation, or at any place within or without the State
of California which may be designated either by the Board of Directors, or by
the written consent of all shareholders entitled to vote thereat, given either
before or after the meeting and filed with the Secretary of the Corporation. The
Board of Directors is hereby authorized from time to time to designate the place
for any meeting of the shareholders.
SECTION 2. Annual Meetings (As amended May 27, 1975)
The regular annual meeting of the shareholders shall be held on the
fourth Tuesday in October of each and every year at 2:00 o'clock P.M. of said
day, commencing in 1975: provided, however, that should said day fall upon a
legal holiday, then said annual meeting of the shareholders shall be held at the
same time and place on the next day thereafter ensuing which is not a legal
holiday; and provided further, that should said annual meeting for any reason
not be held at the time aforesaid, the same may be held at any time thereafter
which may be designated by the Board of Directors.
Said meeting shall be called by notice of the time and place thereof
being addressed to each shareholder entitled to vote at his post office address
as it appears upon the books of the Corporation, and if it does not so appear,
then at the principal office of the Corporation, and deposited in the United
States post office in the County in which the principal office of the
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Corporation is situated, postage thereon prepaid, at least ten (10) days
preceding the date of said meeting. No other notice of said meeting need be
given. At said regular annual meeting the directors of this Corporation shall be
elected to serve for the ensuing year and until their successors are elected and
qualified.
SECTION 3. Special Meetings (As amended March 28, 1955)
Special meetings of shareholders for any purpose or purposes, unless
otherwise prescribed by statute, may be called at any time by the President or
Vice President, or by the Board of Directors, or by any two members thereof, or
by one or more shareholders holding not less than one-tenth of the voting power
of the Corporation. Except in special cases where other express provision is
made by statute, notice of such special meetings, stating the time, place and in
general terms the purpose or purposes thereof, shall be delivered or mailed to
each shareholder at his post office address as the same appears on the books of
the Corporation, and if it does not so appear, then at the principal office of
the corporation, such notice to be so delivered or mailed, postage thereon
prepaid, at least ten (10) days preceding the day of each such meeting. Except
in cases where other express provision is made by statute, no other notice of
such meetings need be given.
SECTION 4. Voting and Proxies (As amended October 29, 1957)
At each meeting of shareholders, every shareholder shall have the right
to vote in person or by proxy the number of shares standing in his own name on
the stock records of the Corporation on the day three (3) days prior to the
meeting, or, if some other day is fixed by the Board of Directors for the
determination of shareholders of record, then on such other day. All proxies
shall be in writing executed by the person or persons in whose names the shares
represented thereby stands on the books of the Corporation or by his duly
authorized attorney. In case any meeting of shareholders shall have been for any
cause adjourned, the same proxy shall be valid and may be used at such adjourned
meeting.
SECTION 5. Quorum.
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At any meeting of the shareholders, the holders of a majority of the
shares of the Corporation entitled to vote must be represented in person or by
proxy in writing, and the holders of such majority of the shares entitled to
vote, when so represented, shall constitute a quorum for any and all purposes,
including the election of directors; provided that the shareholders present at a
duly called meeting at which a quorum is present may continue to do business
until adjournment notwithstanding the withdrawal of enough shareholders to leave
less than a quorum.
SECTION 6. Adjournment
Any shareholders' meeting, annual or special, whether or not a quorum
in present, may be adjourned from time to time by the vote of a majority of the
shares, the holders of which are either present in person or represented by
proxy thereat, but in the absence of a quorum no other business may be
transacted at any such meeting.
When any shareholders' meeting, either annual or special, is adjourned
for thirty (30) days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting. Save, as aforesaid, it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting, other than by announcement at the meeting at
which such adjournment is taken.
SECTION 7. Waiver of Notice
Notice of any meeting of shareholders shall not be required to be given
to any shareholder who shall sign in writing either before, during or after the
meeting, a waiver of notice thereof and consent thereto; provided that any such
waiver and consent shall be made a part of the records of the meeting.
SECTION 8. Proof of Notice
An entry of the service of notice of each meeting of the shareholders,
given in the manner above provided, shall be made in the minutes of the
proceedings of the shareholders, and such entry, if read and approved at a
subsequent meeting of the shareholders, shall be conclusive on the question of
such service.
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ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Powers (Amended October 27, 1987)
Subject to any limitation in the Articles of Incorporation or these
Bylaws and to any provision of the California Corporations Code requiring
shareholder authorization or approval, the business and affairs of this
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 make a
loan of money to, or guaranty the obligation of, any officer of this Corporation
or any of its subsidiaries who is not a Director of this Corporation provided
only that the Board of Directors shall have determined that such a loan or
guaranty may reasonably be expected to benefit the Corporation.
SECTION 2. Election of Directors
The Directors shall be elected annually at the annual meeting of the
shareholders, or if for any cause said annual meeting be not duly held, then at
such other meeting of the shareholders as may be called for that purpose by the
President or Vice President or any two directors. Each director shall continue
in office until after the next election of directors and until his successor
shall have been elected and qualified in his stead, or until he shall have
resigned or been removed, and his resignation or removal shall have become
effective. If at any time the number of directors shall be increased, the
additional directors shall be elected either by the shareholders at an annual
meeting or at a special meeting called for that purpose, or such additional
directors may be elected by the directors then in office to hold office until
their successors are elected and qualified.
SECTION 3. Vacancies
Whenever any vacancy occurs in the office of director, except vacancies
caused by removal of directors pursuant to Section 310 of the Civil Code of the
State of California, such vacancy shall be filled by a majority of the remaining
directors, though less than a quorum, or by
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the sole remaining director, if there be but one, and the person so elected
shall hold office until his successor is elected and qualified. When one or more
of the directors shall give notice of his or their resignation to the Board,
effective at a future date, the Board shall have the power to fill such vacancy
or vacancies to take effect when such resignation shall become effective. Each
director so appointed shall hold office during the remainder of the term of
office of the resigning director or directors, or until their successors are
appointed and qualified.
SECTION 4. Place of Meetings
Meetings of the Board of Directors may be held at the principal office
of the Corporation, or at any place, either within or without the State of
California, which shall from time to time be designated by resolution of the
Board of Directors or by written consent of all members of the Board.
SECTION 5. Annual Meeting
Immediately following each annual meeting of shareholders at which
directors shall have been elected, the Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of any
other business. No notice of such meeting need be given. If such meeting is not
held for any reason, the same may be held at any other time upon the notice
hereinafter provided for special meetings of the Board.
SECTION 6. Regular Meetings
Regular meetings of the Board of Directors shall be held at such times
as the Board of Directors shall from time to time determine by resolution, and
no notice of regular meetings need be given except that a notice of the adoption
of such resolution fixing the times for regular meetings shall be given to each
director in the manner hereinafter provided for giving notices of special
meetings of the Board of Directors.
SECTION 7. Special Meetings
Special meetings of the Board of Directors for any purpose or purposes,
unless otherwise prescribed by statute, may be held at any time upon the order
of the President or Vice President, of upon the order of any two or more of the
directors.
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Notice of the time and place of special meetings shall be mailed or
telegraphed to each director, addressed to him at his last place of business or
residence, if known, and if not known, at the principal office of the
corporation, or shall be left at such place, or delivered personally. In case
such notice is mailed or telegraphed it shall be deposited in the post office or
delivered to the telegraph company in the city in which the principal office of
the Corporation is located at least forty-eight (48) hours prior to the time of
the holding of the meeting. In case such notice is left or delivered as above
provided, it shall be so left or delivered at least twenty-four (24) hours prior
to the time of the holding of the meeting. Such mailing, telegraphing, leaving
or delivery, as above specified, shall constitute due, legal and personal notice
to such director.
Whenever any director has been absent from any special meeting of the
Board of Directors, an entry in the minutes to the affect that said notice has
been left at said last known place of business or residence, or had been
deposited in the United States post office in said city, addressed to said
director as aforesaid, or that notification had been given him by telegraph as
above provided, shall constitute conclusive evidence that due notice of such
special meeting had been given to such director, as required by law and the
Bylaws of this Corporation.
Notice of any meeting of the Board of Directors shall not be required
to be given to any director who shall sign in writing, either before, during or
after the meeting, a waiver of notice thereof and consent thereto; provided that
any such waiver and consent shall be made a part of the records of the meeting.
SECTION 8. Quorum and Manner of Acting
A majority of the whole number of Directors shall constitute a quorum
for the transaction of business and every act or decision of a majority of the
Directors present at a meeting at which a quorum is present, made or done when
duly assembled, shall be valid as the act of the Board of Directors: but a
majority of those present at the time and place of any meeting, although less
than a quorum, may adjourn the same from time to time, or from day to day,
without further notice, until a quorum shall attend, and when a quorum shall
attend, any business may be transacted
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which might have been transacted at the meeting had the same been held on the
day on which the same was originally appointed or called.
SECTION 9. Executive and Other Committees (Added May 27, 1953)
The Board of Directors may appoint an Executive Committee of such
Board, and may delegate to such committee any of the powers and authority of the
Board of Directors, except the power to declare dividends and to adopt, amend,
and repeal the Bylaws. Such Executive Committee shall be composed of members of
the Board of Directors and shall act only in the intervals between meetings of
the Board of Directors, and shall be subject at all times to the control of the
Board of Directors. The Board or Directors may create and appoint other
committees, composed of such persons, whether directors or not, as the directors
may designate, with such power and authority as the directors may determine,
consistent with the provisions and limitations provided by law.
SECTION 10. Number of Directors (Amended October 28, 1980 and
October 26, 1999)
The number of directors of the Corporation shall not be less than three
nor more than five. The exact number of directors shall be fixed from time to
time within the limits specified in this Section 10, by a Bylaw or amendment
thereof duly adopted by the shareholders or by the Board of Directors.
SECTION 10a. Exact Number of Directors (Amended April 26, 2000)
The number of directors of this Corporation shall be five until changed
by a Bylaw or amendment thereof duly adopted by the shareholders or by the Board
of Directors amending this Section 10-a.
SECTION 11. Action Taken Without a Meeting (Added February 7, 1962)
Any action required or permitted to be taken by the Board of Directors
under any provision of the California General Corporation Law may be taken
without a meeting, if all members of the Board 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. Such action by
written consent shall have the some force and affect as a unanimous vote of such
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Directors. Any certificate or other document filed under any provision of the
California General Corporation Law which relates to action so taken shall state
that the action was taken by unanimous written consent of the Board of Directors
without a meeting, and that the Bylaws authorize the Directors to so act, and
such statement shall be prima facie evidence of such authority.
ARTICLE III
(As amended November 24, 1954)
OFFICERS
SECTION 1. Number, Qualification, Compensation and Tenure of Office
(a) The officers of the Corporation shall be a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary, a Treasurer and such other
officers as may be appointed in accordance with the provisions of Section 2 of
this Article III. The officers of the Corporation shall be elected by, and hold
office at the pleasure of, the Board of Directors.
(b) The Chairman of the Board and President shall be a member at the
Board of Directors. Any other officer may but need not be a member of the Board
of Directors. One person may hold the office and perform the duties of any two
officers, except those of President and Vice President, and President and
Secretary.
(c) The officers of the Corporation shall be elected by the Board of
Directors annually, or at such other times as the Board of Directors may deem
advisable.
(d) The Vice Presidents may, at the discretion of the Board of
Directors, include a Senior Vice President and an Executive Vice President.
(e) The compensation of the Chairman of the Board and of the President
of this Corporation shall be fixed from time to time by the Board of Directors.
The compensation of the other officers of the Corporation may be fixed from time
to time by the President of the Corporation, subject to the right of the Board
of Directors in its discretion to fix, and from time to time to change, the
compensation of any officer of the Corporation.
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SECTION 2. Subordinate Officers
The Board of Directors may from time to time appoint such subordinate
officers or agents as it may deem necessary, including one or more Assistant
Vice Presidents, Assistant Secretaries and Assistant Treasurers, and shall fix
their compensation and tenure of office. Each subordinate officer or agent shall
have such authority and perform such duties as may be provided by law or by
these Bylaws or as the Board of Directors may from time to time determine. The
Board of Directors may delegate to any officer the power to appoint and to
prescribe the authority and duties of any such subordinate officer or agent.
SECTION 3. Removal and Resignation: Filling of Vacancies
(a) Any officer may be removed either with or without cause by the
Board of Directors at any regular or special meeting thereof, or by any officer
upon whom such power of removal may have been conferred by the Board of
Directors.
(b) Any officer may resign at any time by giving written notice to the
Board of Directors or to the President of the corporation. Any such resignation
shall take effect at the time of the receipt of such notice or at any later
time specified therein; and unless otherwise specified in such notice, the
acceptance of such resignation shall not be necessary to make it effective.
(c) A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
the Bylaws for regular appointments to such office.
SECTION 4. Chairman of the Board
The Chairman of the Board may be designated the Chief Executive Officer
of the Corporation by the Board of Directors, and while acting as such he shall,
subject to the control of the Board of Directors, have general supervision,
direction and management of the business and affairs of the Corporation. He
shall, if present, preside at all meetings of the Board of Directors and shall
exercise and perform such other powers and duties as may from time to time be
designated by the Board of Directors or prescribed by the Bylaws.
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SECTION 5. President
The President may be designated the Chief Executive Officer of the
Corporation by the Board of Directors and while acting as such he shall have
general supervision, direction and management of the business and affairs of the
corporation, subject to the control of the Board of Directors and subject to
such supervisory powers, if any, as may be given by the Board of Directors to
the Chairman of the Board, if there be such officer. The President shall preside
at all meetings of the shareholders and in the absence of the Chairman of the
Board, or if there be none, at all meetings of the Board of Directors. He shall
be a member ex officio of all standing committees and shall have such other
powers and duties as may be prescribed by the Board of Directors or the Bylaws.
SECTION 6. Vice President
The Vice President, including the Senior Vice President and Executive
Vice President, if there be such officers, shall have such powers and perform
such duties as from time to time may be prescribed for them respectively by the
Board of Directors or the Bylaws, including the power of supervision, direction
and management of any departments, divisions or branches of the business and
affairs of the Corporation. In the absence or disability of the President, the
duties of the President shall be performed by such Vice President of the
Corporation as may be selected by the President if he is able to make such
selection and if not, then by such Vice President as shall be selected by the
Board of Directors. The Vice President so selected shall perform all the duties
of the President, and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the President.
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SECTION 7. Secretary
The Secretary shall keep or cause to be kept a full and complete record
of the meetings and proceedings of the Board of Directors and the shareholders.
He shall keep or cause to be kept the share and transfer books of the
corporation in such manner as to show at any time the names of the shareholders
and their addresses, the number and class of shares held by each, and the number
and date of certificates issued for the same. The Secretary shall give or cause
to be given notice of all of the meetings of the shareholders and of the Board
of Directors required by law or by these Bylaws to be given; he shall keep the
seal of the Corporation and affix the name or cause it to be affixed to all duly
executed instruments which may require it; and he shall have such other powers
and perform such other duties as are usually vested in the office of Secretary
of a corporation and as may be prescribed by the Board of Directors.
SECTION 8. Treasurer
The Treasurer shall keep or cause to be kept full and accurate accounts
of receipts and disbursements in books to be kept for that purpose, and shall
have general supervision of the funds of the Corporation. He shall perform such
other duties as are usually performed by the treasurer of a corporation and as
may be prescribed by the Board of Directors.
SECTION 9. Assistants
Any Assistant Vice President, Assistant Secretary or Assistant
Treasurer may respectively exercise any of the powers of a Vice President or of
the secretary or of the Treasurer, respectively, subject to the directions of
the Board of Directors, and shall perform such other duties as are prescribed by
the Board of Directors.
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ARTICLE IV
SHARES AND CERTIFICATES FOR SHARES
SECTION 1. When Issued
Certificates for shares of the Corporation shall be issued when fully
paid up, and may be issued prior to full payment under such restrictions as the
Board of Directors may deem proper.
SECTION 2. Form of Certificate
The certificates shall be in such form and device as shall be provided
by the Board of Directors and shall fully comply with all applicable provisions
of the Civil Code of California. The certificates shall be signed by the
President or a Vice President, and by the Secretary or an Assistant secretary,
if there be one, or by such other officers as may be authorized by the Board of
Directors and permitted to do so by law, and the seal of the Corporation shall
be affixed thereto.
SECTION 3. Cancellation and Lost Certificates
No new certificate shall be issued until the former certificate for the
shares represented thereby shall have been surrendered and cancelled, except in
the case of lost or destroyed certificates, and in that case the Board of
Directors may require, prior to the issuance of a certificate or certificates in
lieu thereof, the deposit with the Secretary of a bond satisfactory to the Board
of Directors, indemnifying the Corporation and all persons against loss in
consequence of the issuance of such new certificate or certificates.
SECTION 4. Transfer of Shares
Shares of the Corporation may be transferred by endorsement of the
signature of the owner, his agent, attorney or legal representative, and the
delivery of the certificate: but such transfer is not valid, except as to the
parties thereto, until the same is so entered upon the books of the Corporation
as to show the names of the parties by whom and to whom transferred, the number
of the certificate, and the number or designation of the shares and the date of
the transfer, and until the old certificates are surrendered and cancelled. The
transferee in any transfer of
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shares shall be deemed to have full notice of and to consent to the Bylaws of
the Corporation to the same extent as if had signed a written assent thereto.
SECTION 5. Rules and Regulations Concerning Issuance of Shares
The Board of Directors may make such rules and regulations as it may
deem expedient concerning the issue, transfer and registration of certificates.
The Board of Directors of this Corporation may, subject to the consent
and control of the Commissioner of Corporations of the State of California, and
to the provisions of the general corporation law, dispose of the shares of this
corporation, in such amounts and at such times as shall be determined by the
Board of Directors, and in the discretion of the Board of Directors accept in
full or part payment therefore such property, services or other considerations
and at such valuations as the Board of Directors may determine.
ARTICLE V
AMENDMENTS
SECTION 1. Power at Shareholders
Bylaws may be adopted, amended or repealed either at a meeting by the
vote of shareholders entitled to exercise a majority of the voting power, or by
the written assent of such shareholders.
SECTION 2. Power of Directors
Subject to the right of shareholders to adopt, amend or repeal bylaw,
bylaws other than a bylaw or amendment thereof changing the authorized number of
directors may be adopted, amended or repealed by the Board of Directors.
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ELEANOR R. SMITH does hereby certify and declare that she is Secretary
of Scope Industries, a California corporation: that the foregoing constitutes a
true and correct copy of the Bylaws of Scope Industries, as amended to date: and
that said Bylaws are now in force and effect.
DATED: September 22, 2000
/s/ Eleanor R. Smith
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Eleanor R. Smith, Secretary
