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file | filename |
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8-K - FORM 8-K - APPLIED SIGNAL TECHNOLOGY INC | w81410e8vk.htm |
EX-3.1 - EX-3.1 - APPLIED SIGNAL TECHNOLOGY INC | w81410exv3w1.htm |
Exhibit 3.2
BYLAWS
OF
RAYTHEON APPLIED SIGNAL TECHNOLOGY, INC.
OF
RAYTHEON APPLIED SIGNAL TECHNOLOGY, INC.
A CALIFORNIA CORPORATION
TABLE OF CONTENTS
ARTICLE I OFFICES | 1 | |||||
Section 1. |
Registered Office | 1 | ||||
Section 2. |
Other Offices | 1 | ||||
ARTICLE II SHAREHOLDERS | 1 | |||||
Section 1. |
Place of Meetings | 1 | ||||
Section 2. |
Annual Meeting | 1 | ||||
Section 3. |
Special Meetings | 1 | ||||
Section 4. |
Notice of Shareholders Meeting | 1 | ||||
Section 5. |
Adjournments | 1 | ||||
Section 6. |
Quorum | 1 | ||||
Section 7. |
Order of Business | 2 | ||||
Section 8. |
Proxies and Voting | 2 | ||||
Section 9. |
Consent of Shareholders in Lieu of Meeting | 2 | ||||
ARTICLE III DIRECTORS | 3 | |||||
Section 1. |
General Powers | 3 | ||||
Section 2. |
Number of Directors | 3 | ||||
Section 3. |
Term of Office of Directors | 3 | ||||
Section 4. |
First Meetings | 3 | ||||
Section 5. |
Regular Meetings | 3 | ||||
Section 6. |
Special Meetings | 3 | ||||
Section 7. |
Quorum | 3 | ||||
Section 8. |
Participation in Meetings by Conference Telephone | 3 | ||||
Section 9. |
Notice of Meetings | 4 | ||||
Section 10. |
Consent of Directors in Lieu of Meeting | 4 | ||||
Section 11. |
Compensation of Directors | 4 | ||||
Section 12. |
Committees of the Board of Directors | 4 | ||||
Section 13. |
Removal of Directors | 4 | ||||
Section 14. |
Resignations | 5 | ||||
Section 15. |
Vacancies | 5 | ||||
ARTICLE IV OFFICERS | 5 | |||||
Section 1. |
Generally | 5 | ||||
Section 2. |
Execution of Instruments | 5 | ||||
Section 3. |
Duties of Officers | 5 | ||||
Section 4. |
Chairman of the Board | 5 | ||||
Section 5. |
President | 5 | ||||
Section 6. |
Vice President | 6 | ||||
Section 7. |
Secretary | 6 | ||||
Section 8. |
Treasurer | 6 | ||||
Section 9. |
Delegation of Authority | 6 | ||||
Section 10. |
Compensation of Officers and Agents | 6 | ||||
Section 11. |
Resignation | 6 | ||||
Section 12. |
Removal | 6 | ||||
Section 13. |
Action with Respect to Securities of Other Corporations | 7 |
i
ARTICLE V CERTIFICATES OF STOCK | 7 | |||||
Section 1. |
Certificates of Stock | 7 | ||||
Section 2. |
Designation of Classes of Stock | 7 | ||||
Section 3. |
Lost, Stolen or Destroyed Certificates | 7 | ||||
Section 4. |
Registrar and Transfer Agent | 7 | ||||
Section 5. |
Registration of Transfer and Exchange | 8 | ||||
Section 6. |
Record Date | 8 | ||||
Section 7. |
Registered Shareholders | 8 | ||||
ARTICLE VI NOTICES | 9 | |||||
Section 1. |
Notices | 9 | ||||
Section 2. |
Waivers | 9 | ||||
ARTICLE VII MISCELLANEOUS | 9 | |||||
Section 1. |
Facsimile Signatures | 9 | ||||
Section 2. |
Dividends | 9 | ||||
Section 3. |
Corporate Seal | 9 | ||||
Section 4. |
Reliance Upon Books, Reports and Records | 9 | ||||
Section 5. |
Checks | 9 | ||||
Section 6. |
Time Periods | 9 | ||||
Section 7. |
Fiscal Year | 10 | ||||
ARTICLE VIII AMENDMENT OF BYLAWS | 10 |
ii
RAYTHEON APPLIED SIGNAL TECHNOLOGY, INC.
BYLAWS
ARTICLE I OFFICES
Section 1. Registered Office. The registered office of the corporation shall be
located in the City of Los Angeles, County of Los Angeles, State of California.
Section 2. Other Offices. The corporation may also have offices at such other places,
both within or without the State of California, as the Board of Directors may from time to time
determine or as the business of the corporation may require.
ARTICLE II SHAREHOLDERS
Section 1. Place of Meetings. Meetings of the shareholders shall be held at the
registered office of the corporation or at such other place as may be fixed from time to time by
the Board of Directors, either within or without the State of California.
Section 2. Annual Meeting. An annual meeting of the shareholders shall be held shall
be held on such date in each fiscal year, and at such time and place, as may be designated by the
Board of Directors. At the annual meeting, the shareholders shall elect a Board of Directors and
transact such other business as may properly come before the meeting,
Section 3. Special Meetings. Special meetings of the shareholders may be called by
the Chairman, the President, a majority of the Board of Directors and shall be called by the
President or the Secretary at the written request of the holders of not less than ten (10) percent
of all shares entitled to vote at the meeting. Special meetings of shareholders may be held on
such date, and at such time and place as shall be designated by the person or persons calling the
special meeting. Business transacted at any special meeting shall be confined to the purposes
stated in the notice thereof.
Section 4. Notice of Shareholders Meeting. Except as otherwise required by law,
written or printed notice of a meeting of shareholders stating the place, date and time of the
meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given not less than ten (10) nor more than sixty (60) days before the day of the
meeting, by or at the direction of the President, the Secretary, or a designee of the President or
Secretary, to each shareholder of record entitled to vote at such meeting.
Section 5. Adjournments. Any meeting of shareholders may adjourn from time to time to
reconvene at the same or some other place, and notice need not be given of any such adjournment
meeting if the time, date and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 6. Quorum. The holders of a majority of the shares entitled to vote, present
in person or represented by proxy, shall constitute a quorum for the transaction of business at all
meetings of shareholders, except as otherwise provided by statute, the articles of incorporation or
these bylaws. If a quorum shall not be present or represented at any meeting of the shareholders,
the chairman of the meeting or the holders of a majority of the shares entitled to vote who are
present in person or represented
1
by proxy shall have the power to adjourn the meeting from time to
time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. Once a quorum is
attained, the shareholders present or represented at a duly organized meeting may continue to
transact business notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. A shareholder that is physically present at a meeting of shareholders shall be deemed to
be present for purposes of determining whether a quorum exists, except where such person is
physically present at the meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
Section 7. Order of Business. At each meeting of the shareholders and except as
otherwise set forth by resolution of the Board of Directors, one of the following persons, in the
order in which they are listed (and in the absence of the first, the next, and so on), shall serve
as chairman of the meeting: President, Chairman of the Board, a Vice-President(s) (in the order
determined by the Board if more than one) and Secretary. The order of business at each such
meeting shall be as determined by the chairman of the meeting, who shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such acts and things as
are necessary or desirable for the proper conduct of the meeting, including, without limitation,
the establishment of procedures for the maintenance of order and safety, limitations on the time
allotted to questions or comments on the affairs of the corporation, restrictions on entry to such
meeting after the time prescribed for the commencement thereof, and the opening and closing of the
voting polls.
Section 8. Proxies and Voting. On each matter submitted to a vote of the
shareholders, each shareholder shall have one vote for every share of stock entitled to vote and
registered in his or her name on the record date for the meeting, except to the extent that the
voting rights of the shares of any class are limited or denied by the articles of incorporation or
the California Corporations Code (California Code).
Except as otherwise required by law, all voting may be by a voice vote or by show of hands;
provided, however, that upon demand in writing to the corporation at least five business days prior
to a meeting of shareholders, any shareholder entitled to vote or his or her proxy may require that
a vote by ballot be taken. In such event, written ballots shall be used and shall be counted by an
inspector or inspectors appointed by the chairman of the meeting.
Except as otherwise required by the articles of incorporation or by law, a majority of votes
actually cast shall decide any matter properly before the shareholders at a meeting at which a
quorum is present, except that directors shall be elected by plurality of the votes actually cast.
At any meeting of the shareholders at which a quorum is present, every shareholder entitled to
vote may vote in person or by proxy authorized by an instrument in writing filed with the Secretary
of the corporation prior to or at the meeting. No proxy shall be valid after eleven (11) months
from the date of its execution unless otherwise provided in the proxy. Each proxy shall be
revocable unless expressly provided therein to be irrevocable, and unless otherwise made
irrevocable by law.
Section 9. Consent of Shareholders in Lieu of Meeting. Any action required to be
taken at any annual or special meeting of shareholders, or any action which may be taken at any
annual or special meeting of shareholders, may be taken without a meeting, without prior notice,
and without a vote, if a consent or consents in writing, setting forth the action so taken, shall
be signed by the holder or holders of shares representing not less than the minimum number of votes
that would have been necessary to take such action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted.
2
ARTICLE III DIRECTORS
Section 1. General Powers. The business and affairs of the corporation shall be
managed by or under the direction of the Board of Directors, which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or the articles of
incorporation or these bylaws directed or required to be exercised and done by the shareholders.
Section 2. Number of Directors. The number of directors of the corporation shall be
such number not be less than one (1) as the Board of Directors shall designate by resolution from
time to time, except that in the absence of any such designation, such number shall be one (1).
Whenever the authorized number of directors is increased between annual meetings of the
shareholders, a majority of the directors then in office shall have the power to elect such new
directors for the balance of a term and until their successors are chosen and qualified. Any
decrease in the authorized number of directors shall not become effective until the expiration of
the term of the directors then in office unless, at the time of such decrease, there shall be
vacancies on the Board which are being eliminated by the decrease.
Section 3. Term of Office of Directors. Except with respect to a vacancy on the Board
of Directors, directors shall be elected at the annual meeting of shareholders and each director,
including a director elected to fill a vacancy, shall hold office until his successor is elected
and qualified or until his earlier death, resignation or removal. Directors need not be
shareholders of the corporation.
Section 4. First Meetings. The first meeting of each newly elected Board of Directors
shall be held at the location of and immediately following the annual meeting of shareholders, and
no notice of such meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present; or the Board may meet at such place and
time as shall be fixed by the consent in writing of all of the directors.
Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held
without notice at such place, within or without the State of California, on such date and at such
time as shall from time to time be determined by the Board of Directors.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called
by the Chairman, the President or a majority of directors then in office. Notice of a special
meeting shall be given in accordance with these bylaws by the person or persons calling the special
meeting.
Section 7. Quorum. At all meetings of the Board of Directors, a majority of the
directors at the time in office shall be necessary and sufficient to constitute a quorum for the
transaction of business; and the act of a majority of the directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, the articles of incorporation or these bylaws. If a quorum shall
not be present at any meeting of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until a quorum shall be
present. If a quorum is present when the meeting is convened, the directors present may continue to
conduct business, taking action by vote of a majority of a quorum as fixed above, until
adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as
fixed above.
Section 8. Participation in Meetings by Conference Telephone. Members of the Board of
Directors, or any committee designated by the Board of Directors, may participate in a meeting of
the Board, or any committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting, except where a director
participates for the express purpose
3
of objecting to the transaction of any business on the ground that the meeting is not lawfully
called or convened.
Section 9. Notice of Meetings. Notice of regular meetings of the Board of Directors
or of any adjourned meeting thereof need not be given. Notice of the place, date and time of each
special meeting of the Board shall be given to each director by telephone, hand delivery,
facsimile, U.S. mail or nationally recognized overnight courier service, not less than two days
before the meeting. The notice of a special meeting of the Board shall describe the purpose of the
special meeting.
Section 10. Consent of Directors in Lieu of Meeting. Any action which may be taken at
a meeting of the Board of Directors or any committee thereof, may be taken by a consent in writing
signed by all of the directors or by all members of the committee, as the case may be, and filed
with the records of proceedings of the Board or committee.
Section 11. Compensation of Directors. The Board of Directors shall have authority to
determine, from time to time, the amount of compensation, if any, which shall be paid to its
members for their services as directors and as members of committees. The Board shall also have
power in its discretion to provide for and to pay to directors rendering services to the
corporation not ordinarily rendered by directors as such, special compensation appropriate to the
value of such services as determined by the Board from time to time. In addition, the directors may
be paid their expenses. Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation therefor.
Section 12. Committees of the Board of Directors. The Board of Directors may from
time to time designate one or more committees of the Board, each committee to consist of two or
more directors of the corporation. One or more directors may be named as an alternate member to
replace any absent or disqualified members. To the extent provided by resolution of the Board,
each committee shall have and may exercise the lawfully delegable powers of the Board of Directors
in the management of the business and affairs of the corporation, and may have the power to
authorize the seal of the corporation to be affixed to documents.
The number of members on each committee may be increased or decreased from time to time by
resolution of the Board of Directors. Any member of any committee may be removed from such
committee at any time by resolution of the Board of Directors. Any vacancy occurring on a
committee shall be filled by the Board of Directors, but the President may designate another
director to serve on the committee pending action of the Board. The designation of any such
committee and the delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or such directors by law.
Each committee may determine the procedural rules for meeting and conducting its business and
shall act in accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings; a majority of the members
shall constitute a quorum; and, at any committee meeting at which a quorum is present, all matters
shall be determined by a majority vote of the members present. Committees of the Board of
Directors shall keep written minutes of its proceedings, a copy of which is to be filed with the
Secretary of the corporation, and shall report on such proceedings to the Board.
Section 13. Removal of Directors. Any director or the entire Board of Directors may
be removed at any time, with or without cause, at any special or annual meeting of the
shareholders, by the affirmative vote of a majority of the total voting power of the corporation.
4
Section 14. Resignations. A director of the corporation may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board, the President or the
Secretary of the corporation. Such resignation shall take effect on the date of such notice or at
any later date specified therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 15. Vacancies. Any vacancy occurring on the Board of Directors by reason of
death, resignation, removal or otherwise, or newly created directorships resulting from an increase
in the number of directors may be filled by the affirmative vote of a majority of the directors
then in office, even though less than a quorum of the Board of Directors; provided however that the
shareholders shall have the right, at any special meeting called from the purpose prior to such
action by the Board, to fill the vacancy.
ARTICLE IV OFFICERS
Section 1. Generally. The officers of the corporation shall consist of a President
and a Secretary and such other officers as may from time to time be appointed by the Board of
Directors. Officers shall be elected by the Board of Directors, and each officer shall hold office
until his successor is elected and qualified or until his earlier resignation or removal. Any
number of offices may be held by the same person. The Board of Directors may also choose a
Chairman of the Board and one or more Vice Chairmen of the Board. Any vacancy occurring in any
office may be filled by the Board of Directors or otherwise as provided by the Board of Directors.
Section 2. Execution of Instruments. The Chairman of the Board and the President (and
such other officers as are authorized thereunto by resolution of the Board of Directors) may
execute, in the name of the corporation, bonds, notes, debentures and other evidences of
indebtedness, stock certificates, deeds, mortgages, deeds of trust, indentures, contracts, leases,
agreements and other instruments, requiring a seal under the seal of the corporation, and may
execute such documents where not requiring a seal, except where such documents are required by law
to be otherwise signed and executed, and except where the signing and execution thereof shall be
exclusively delegated to some other officer or agent of the corporation.
Section 3. Duties of Officers. The duties and powers of the officers of the
corporation shall be as provided in these bylaws, or as provided for pursuant to these bylaws, or
(except to the extent inconsistent with these bylaws or with any provision made pursuant hereto)
shall be those customarily exercised by corporate officers holding such offices.
Section 4. Chairman of the Board. The Chairman of the Board shall, if there be such
an officer, preside at meetings of the Board of Directors. The Chairman of the Board shall counsel
with and advise the other officers of the corporation and shall exercise such powers and perform
such other duties as the Board may from time to time determine. Except as otherwise provided by
resolution of the Board, the Chairman of the Board shall be ex-officio a member of all committees
of the Board. The Vice Chairman or Vice Chairmen, if any, in the order determined by the Board of
Directors, shall, in the absence or disability of the Chairman, perform the duties and exercise the
powers of the Chairman and shall perform such other duties and have such other powers as the Board
of Directors shall prescribe.
Section 5. President. The President shall be the chief executive officer of the
corporation. Subject to the provisions of these bylaws and the direction of the Board of Directors,
the President shall be ex-officio a member of all standing committees, have general powers of
oversight, supervision and management of the business and affairs of the corporation, and see that
all orders and resolutions of the Board of Directors are carried into effect. In the absence of
the Chairman of the Board or in the event the
5
Board of Directors shall not have designated a Chairman of the Board, the President shall
preside at meetings of the Board of Directors.
Section 6. Vice President. The Vice President(s), if any, in the order determined by
the Board of Directors, shall, in the absence or disability of the President, perform the duties
and exercise the powers of the President and shall perform such other duties and have such other
powers as the Board of Directors, the Chairman or the President shall prescribe.
Section 7. Secretary. The Secretary shall issue all authorized notices for, and shall
keep minutes of, all meetings of the shareholders and the Board of Directors and committees
thereof. The Secretary shall have charge of the corporate books and shall perform such other
duties as the Board of Directors may from time to time prescribe. The Secretary shall keep in safe
custody the seal of the corporation and, when authorized by the Board of Directors or the
President, affix the same to any instrument requiring it and, when so affixed, it shall be attested
by signature of the Secretary, an Assistant Secretary or the Treasurer, if any. The Assistant
Secretary(ies), if any, in the order determined by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board of Directors, Chairman of the
Board or President may from time to time prescribe.
Section 8. Treasurer. The Treasurer, if there shall be such an officer, shall have
the responsibility for maintaining the financial records of the corporation and shall have custody
of all monies and securities of the corporation. He shall make such disbursements of the funds of
the corporation as are authorized and shall render from time to time an account of all such
transactions and of the financial condition of the corporation. The Treasurer shall also perform
such other duties as the Board of Directors, the Chairman or the President may from time to time
prescribe. If required by the Board of Directors, he shall give the corporation a bond in such sum
and with such surety or sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of his office and for the restoration to the corporation, in
case of his death, resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control belonging to the
corporation. The Assistant Treasurer(s), if any, in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of
the Treasurer and shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.
Section 9. Delegation of Authority. The Board of Directors may from time to time
delegate the powers or duties of any officer to any other officers and agents, notwithstanding any
provision hereof.
Section 10. Compensation of Officers and Agents. The salaries of all officers and
agents of the corporation shall be fixed by the Board of Directors, except as otherwise directed by
the Board of Directors.
Section 11. Resignation. Subject at all times to the right of removal as provided in
Section 10, any officer may resign at any time by giving notice to the Board of Directors, the
President or the Secretary of the corporation. Any such resignation shall take effect at the date
of such notice or at any later date specified therein. The acceptance of such resignation shall
not be necessary to make it effective.
Section 12. Removal. Any officer or agent of the corporation may be removed at any
time, with or without cause, by the Board of Directors or the President.
6
Section 13. Action with Respect to Securities of Other Corporations. Unless otherwise
directed by the Board of Directors, the President or any officer of the corporation authorized by
the President shall have the power to vote and otherwise act of behalf of the corporation, in
person or by proxy, at any meeting of shareholders of or with respect to any action of the
shareholders of any other corporation in which this corporation may hold securities and otherwise
to exercise any and all rights and powers which this corporation may possess by reason of its
ownership of securities in such other corporation.
ARTICLE V CERTIFICATES OF STOCK
Section 1. Certificates of Stock. Unless otherwise determined by the Board of
Directors or required by applicable law, every holder of stock in the corporation shall be entitled
to a certificate or certificates representing such shares, which certificates shall be in such form
as shall be determined by the Board of Directors. Such certificates shall be executed on behalf of
the corporation by the President or a Vice President, and the Secretary or an Assistant Secretary,
of the corporation and, if the corporation has a seal, shall be sealed with the seal of the
corporation or a facsimile thereof. The signature of any officer may be facsimile. Certificates
bearing the signatures of individuals who were, at the time when such signature shall have been
affixed, authorized to sign on behalf of the corporation, shall be validly executed notwithstanding
that such individuals or any of them shall have ceased to be so authorized prior to the delivery of
such certificates or did not hold such offices at the date of delivery of such certificates.
No certificate shall be issued until the consideration therefor has been fully paid. Each
certificate representing shares of the corporation shall state upon the face thereof the name of
the corporation, that the corporation is organized under the laws of the State of California, the
name of the registered holder of the shares represented thereby, the number and class and the
designation of the series, if any, which such certificate represents, and the par value of each
share represented by such certificate or a statement that the shares are without par value.
Section 2. Designation of Classes of Stock. If the corporation is authorized to issue
shares of more than one class, each certificate representing shares issued by the corporation shall
conspicuously set forth on the certificate, or shall state that the corporation will furnish to any
shareholder upon request and without charge, a summary of the designations, preferences,
limitations, and relative rights of the shares of each class and of each series of each preferred
or special class, so far as the same have been fixed, and the authority of the Board to establish
other series and to fix the relative rights, preferences and limitations of the shares of any class
or series by amendment of the articles.
Section 3. Lost, Stolen or Destroyed Certificates. The Board of Directors or
President may direct that a new certificate for shares shall be issued in place of any certificate
theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate to have been lost,
stolen or destroyed. When authorizing such issuance of a new certificate, the Board of Directors
or President may, in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made against the corporation with respect to
the certificate alleged to have been lost, stolen or destroyed.
Section 4. Registrar and Transfer Agent. The corporation shall keep, or cause to be
kept, at its registered office or at such other location designated by the Board of Directors, a
register or registers in which, subject to such reasonable regulations as the Board of Directors
may prescribe, the registrar and transfer agent shall register the stock of the corporation and the
transfers thereof. Except as otherwise provided by resolution of the Board of Directors, the
registrar and transfer agent shall be the Secretary.
7
Section 5. Registration of Transfer and Exchange. Upon surrender for registration of
transfer of any stock certificate with the registrar and transfer agent, the corporation shall
execute, in the manner set forth in Section 1 of this Article, one or more new certificates of the
same class and of a like aggregate monetary amount, and the registrar and transfer agent shall
deliver the same in the name of and to the designated transferee or transferees.
At the option of the shareholder, certificates may be exchanged for other certificates of the
same class and of a like aggregate monetary amount in any authorized denominations upon surrender
of the certificates to be exchanged with the registrar and transfer agent. Upon such surrender,
the corporation shall execute, in the manner set forth in Section 1 of this Article, and the
registrar and transfer agent shall deliver the new certificate or certificates to the holder
thereof.
Every certificate presented or surrendered for registration of transfer or exchange shall be
accompanied (if so required by the Board of Directors or the registrar and transfer agent) by a
written instrument or instruments of transfer, in form satisfactory to the Board of Directors or
the registrar and transfer agent, duly executed by the registered shareholder or by such
shareholders duly authorized attorney in writing.
No service charge shall be made for any exchange or registration of transfer of certificates,
but the corporation may, with respect to transactions not involving a transfer, require payment of
a sum sufficient to cover any tax or other governmental charge in relation thereto.
Upon the order of the Board of Directors, certificates presented or surrendered for
registration of transfer or exchange shall be canceled and subsequently disposed of in accordance
with standard procedures.
Section 6. Record Date. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or to receive payment of any dividend or other
distribution, or to receive of exercise subscription or other rights, or to participate in a
reclassification of stock, or in order to make a determination of shareholders for any other proper
purposes, the Board of Directors may fix in advance a record date for determination of shareholders
for such purpose, which record date shall be not more than sixty days and, if fixed for the purpose
of determining shareholders entitled to notice and to vote at a meeting, not less than ten days,
prior to the date on which the action requiring the determination of shareholders is to be taken.
Except as the Board of Directors may otherwise provide, if no record date is fixed for the
purpose of determining shareholders (i) entitled to notice of and to vote at a meeting, the close
of business on the day before the notice of the meeting is mailed, or if notice is waived, the
close of business on the day before the meeting, shall be the record date for such purpose, or (ii)
for any other purpose, the close of business on the day which the Board of Directors adopts the
resolution relating thereto shall be the record date for such purposes.
Section 7. Registered Shareholders. The corporation shall be entitled to recognize
and treat a person registered on its records as the owner of shares, as the exclusive owner in fact
thereof for all purposes, and as the person entitled to have and to exercise all rights and
privileges incident to the ownership of such shares, including the right to vote and to receive
dividends or payments of interest and principal thereon. The corporation shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on the part of any
other person, whether or not it shall have express or other notice thereof, except as otherwise
provided by the laws of the State of California; and the rights under this section shall not be
affected by any actual or constructive notice which the corporation, or any or its directors,
officers or agents, may have to the contrary.
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ARTICLE VI NOTICES
Section 1. Notices. Except as otherwise specifically provided herein or required by
law, whenever any notice is required to be given to any shareholder, director or committee member
under the provisions of any statute, the certificate of incorporation or these bylaws, such notice
shall be delivered personally or shall be given in writing by mail addressed to such shareholder,
director or committee member at such address as it appears on the books of the corporation, and
such notice shall be deemed to be given at the time when the same shall be deposited in the United
States mail with postage thereon prepaid. Notice to directors and committee members may also be
given by telegram, which notice shall be deemed to be given at the time it is delivered to the
telegraph office, or by telecopy, which notice shall be deemed to be given at the time it is
transmitted or in person, which notice shall be deemed to be given when received.
Section 2. Waivers. Whenever notice is required to be given pursuant to statute or
the articles of incorporation or bylaws of this corporation, a written waiver of such notice,
signed by the shareholder, director, officer, employee or agent entitled to receive such notice,
whether before or after the time of the event for which notice is to be given, shall be deemed
equivalent to the notice required to be given to such shareholder, director, officer, employee or
agent. Neither the business nor the purpose of the meeting need be specified in such a waiver.
ARTICLE VII MISCELLANEOUS
Section 1. Facsimile Signatures. In addition to the provisions for use of facsimile
signatures elsewhere specifically authorized in these bylaws, facsimile signatures of any officer
or officers of the corporation may be used whenever and as authorized by the Board of Directors or
a committee thereof.
Section 2. Dividends. The Board of Directors may declare and the corporation may make
distributions on its outstanding shares in cash, property or shares of the corporation in
accordance with law and subject to the articles of incorporation.
Section 3. Corporate Seal. The Board of Directors may provide a suitable seal,
containing the name of the corporation, which seal shall be in the charge of the Secretary. If and
when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be
kept and used by the Treasurer, an Assistant Secretary or an Assistant Treasurer.
Section 4. Reliance Upon Books, Reports and Records. Each director, each member of
any committee designated by the Board of Directors, be fully protected in relying in good faith
upon the books of account or other records of the corporation, including reports made to the
corporation by any of its officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.
Section 5. Checks. All checks or demands for money and notes of the corporation shall
be signed by such officer or officers or such other person or persons as the Board of Directors may
from time to time designate.
Section 6. Time Periods. In computing any period of time under these bylaws, calendar
days shall be used, the day that marks the commencement of the period shall not be counted, and the
period shall end upon the expiration of the last day of the period; provided, however, that if the
day on which the period is to expire is a legal holiday under the laws of the State of California,
then the period shall end upon the expiration of the next day that is not a legal holiday.
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Section 7. Fiscal Year. The fiscal year of the corporation shall be, in the absence
of a contrary resolution of the Board of Directors, the calendar year.
ARTICLE VIII AMENDMENT OF BYLAWS
These bylaws may be altered, amended or repealed or new bylaws may be adopted by a majority
vote of the Board of Directors or the shareholders.
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