Attached files
Exhibit 3.5
BANC OF CALIFORNIA, INC.
AMENDMENT NO. 6 TO THE
FOURTH AMENDED AND RESTATED BYLAWS
On
March 30, 2017, the Board of Directors (the “Board”) of Banc of California,
Inc. (the “Corporation”),
in accordance with the Fourth Amended and Restated Bylaws of the
Corporation (the “Bylaws”)
and the Maryland General Corporation Law (the “MGCL”),
approved and adopted the following amendment to the Bylaws, to be
effective if and when that certain amendment to the charter of the
Corporation declassifying the Board (the “Declassification Charter
Amendment”) is duly filed with, and accepted for
record by, the State Department of Assessments and Taxation of
Maryland. On June 12, 2017, the Declassification Charter Amendment
was duly filed with, and accepted for record by, the State
Department of Assessments and Taxation of Maryland and as a result,
the following amendment to the Bylaws is effective as of June 12,
2017.
1.
The second
paragraph of Section 2.01 of the Bylaws is hereby amended and
restated in its entirety to read as follows:
“The
directors elected prior to the 2018 annual meeting of stockholders,
other than those who may be elected by the holders of any class or
series of Preferred Stock, shall continue to be, and are, divided
into three classes, as nearly equal in number as reasonably
possible, with the term of office of Class I directors to expire at
the conclusion of the 2019 annual meeting of stockholders, the term
of office of Class II directors to expire at the conclusion of the
2020 annual meeting of stockholders and the term of office of Class
III directors to expire at the conclusion of the 2018 annual
meeting of stockholders and shall be elected for a term of office
to expire at the third succeeding annual meeting of stockholders
after their election, with each director to hold office until his
or her successor shall have been duly elected and qualified.
Directors elected at each annual meeting of stockholders commencing
with the 2018 annual meeting of stockholders shall be elected for a
term of office of one year expiring at the conclusion of the next
annual meeting of stockholders, with each director to hold office
until his or her successor shall have been duly elected and
qualified. Pursuant to such procedures, effective as of the
conclusion of the 2020 annual meeting of stockholders, the Board of
Directors will no longer be classified and directors shall no
longer be divided into three classes.”
2.
Section 2.02 of the
Bylaws is hereby amended and restated in its entirety to read as
follows:
“Vacancies and Newly
Created Directorships. Subject to the rights of the holders
of any series of Preferred Stock then outstanding, newly created
directorships resulting from any increase in the authorized number
of directors or any vacancies on the Board of Directors resulting
from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled only by a majority vote of
the directors then in office, though less than a quorum. By virtue
of the Corporation's election made in its Charter to be subject to
Section 3-804(c)(3) of the MGCL, any director so chosen to fill a
vacancy shall hold office (a) if appointed prior to the 2020 annual
meeting of stockholders, for the remainder of the full term of the
class of directors in which the vacancy occurred and until a
successor is elected and qualified or (b) if appointed at or
following the 2020 annual meeting of stockholders, for a term
expiring at the next annual meeting of stockholders, and in each
case shall serve until a successor is elected and qualified. No
decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent
director.
Any
director or the entire Board of Directors may be removed only in
accordance with the provisions of the Corporation’s
Charter.”
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