{"id":41426,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-apple-computer-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-apple-computer-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-apple-computer-inc.html","title":{"rendered":"By-Laws &#8211; Apple Computer Inc."},"content":{"rendered":"<pre>                                       BY-LAWS\n                                           \n                                          OF\n                                           \n                                 APPLE COMPUTER, INC.\n                                           \n                              (a California corporation)\n                                           \n                                           \n                        (as amended through December 1, 1997)\n                                           \n                                           \n                                      Article I\n                                           \n                                       OFFICES\n                                           \n    SECTION 1.1:   PRINCIPAL OFFICE.  The principal executive office for the\ntransaction of the business of this corporation shall be 1 Infinite Loop,\nCupertino, California 95014.  The Board of Directors is hereby granted full\npower and authority to change the location of the principal executive office\nfrom one location to another.\n\n    SECTION 1.2:   OTHER OFFICES.  One or more branch or other subordinate\noffices may at any time be fixed and located by the Board of Directors at such\nplace or places within or without the State of California as it deems\nappropriate.\n\n                                           \n                                      Article II\n                                           \n                                      DIRECTORS\n                                           \n\n    SECTION 2.1:   EXERCISE OF CORPORATE POWERS.  Except as otherwise provided\nby these By-Laws, by the Articles of Incorporation of this corporation or by the\nlaws of the State of California now or hereafter in force, the business and\naffairs of this corporation shall be managed and all corporate powers shall be\nexercised by or under the direction of the Board of Directors.\n\n    SECTION 2.2:   NUMBER.  The number of directors of the corporation shall be\nnot less than five (5) nor more than nine (9).  The exact number of directors\nshall be six (6) until changed within the limits specified above, by a by-law\namending this section, duly adopted by the Board of Directors or by the\nshareholders. The indefinite number of directors may be changed, or a definite\nnumber fixed without provision for an indefinite number, by a duly adopted\namendment to the Articles of Incorporation or by an amendment to this by-law\nduly adopted by the vote or written consent of holders of a majority of the\noutstanding shares entitled to vote; provided, however, that an amendment\nreducing the fixed number or the minimum number of directors to a number less\nthan five (5) cannot be adopted if the votes cast against its adoption at a\nmeeting of the shareholders, or the shares not consenting in the case of action\nby written consent, are equal to more than 16-2\/3% of the outstanding shares\nentitled to vote.  No amendment may change the stated maximum number of\nauthorized directors to a number greater than two times the stated minimum\nnumber of directors minus one.\n\n    SECTION 2.3:   NEED NOT BE SHAREHOLDERS.  The directors of this corporation\nneed not be shareholders of this corporation.\n\n\n                                         -1-\n\n\n    SECTION 2.4:   COMPENSATION.  Directors and members of committees may\nreceive such compensation, if any, for their services as may be fixed or\ndetermined by resolution of the Board of Directors.  Nothing herein contained\nshall be construed to preclude any director from serving this corporation in any\nother capacity and receiving compensation therefor.\n\n    SECTION 2.5:   ELECTION AND TERM OF OFFICE.  The directors shall be divided\ninto two classes, designated Class I and Class II.  Each class shall consist of\none-half of the directors or as close an approximation as possible.  The initial\nterm of office of the directors of Class I shall expire at the annual meeting to\nbe held during fiscal year 1991 and the initial term of office of the directors\nof Class II shall expire at the annual meeting to be held during fiscal year\n1992.  At each annual meeting, commencing with the annual meeting to be held\nduring fiscal year 1991, each of the successors to the directors of the class\nwhose term shall have expired at such annual meeting shall be elected for a term\nrunning until the second annual meeting next succeeding his or her election and\nuntil his or her successor shall have been duly elected and qualified.\n\n    SECTION 2.6:   VACANCIES.  A vacancy or vacancies on the Board of Directors\nshall exist in case of the death, resignation or removal of any director, or if\nthe authorized number of directors is increased, or if the shareholders fail, at\nany annual meeting of shareholders at which any director is elected, to elect\nthe full authorized number of directors to be voted for at that meeting.  The\nBoard of Directors may declare vacant the office of a director if he or she is\ndeclared of unsound mind by an order of court or convicted of a felony or if,\nwithin 60 days after notice of his or her election, he or she does not accept\nthe office.  Any vacancy, except for a vacancy created by removal of a director\nas provided in Section 2.7 hereof, may be filled by a person selected by a\nmajority of the remaining directors then in office, whether or not less than a\nquorum, or by a sole remaining director.  Vacancies occurring in the Board of\nDirectors by reason of removal of directors shall be filled only by approval of\nshareholders.  The shareholders may elect a director at any time to fill any\nvacancy not filled by the directors.  Any such election by written consent\nrequires the consent of a majority of the outstanding shares entitled to vote. \nIf, after the filling of any vacancy by the directors, the directors then in\noffice who have been elected by the shareholders shall constitute less than a\nmajority of the directors then in office, any holder or holders of an aggregate\nof 5% or more of the total number of shares at the time outstanding having the\nright to vote for such directors may call a special meeting of shareholders to\nbe held to elect the entire Board of Directors.  The term of office of any\ndirector shall terminate upon such election of a successor.  Any director may\nresign effective upon giving written notice to the Chairman of the Board, if\nany, the Chief Executive Officer, the President, the Secretary or the Board of\nDirectors of this corporation, unless the notice specifies a later time for the\neffectiveness of such resignation.  If the resignation is effective at a future\ntime, a successor may be elected to take office when the resignation becomes\neffective.  A reduction of the authorized number of directors shall not remove\nany director prior to the expiration of such director's term of office.\n\n    SECTION 2.7:   REMOVAL. The entire Board of Directors or any individual\ndirector may be removed without cause from office by an affirmative vote of a\nmajority of the outstanding shares entitled to vote; provided that, unless the\nentire Board of Directors is removed, no director shall be removed when the\nvotes cast against removal, or not consenting in writing to such removal, would\nbe sufficient to elect such director if voted cumulatively (without regard to\nwhether such shares may be voted cumulatively) at an election at which the same\ntotal number of votes were cast, or, if such action is taken by written consent,\nall shares entitled to vote were voted, and either the number of directors\nelected at the most recent annual meeting of shareholders, or if greater, the\nnumber of directors for whom removal is being sought, were then being elected. \nIf any or all directors are so removed, new directors may be elected at the same\nmeeting or at a subsequent meeting. If at any time a class or series of shares\nis entitled to elect one or more directors under authority granted by the\nArticles of Incorporation of this corporation, the \n\n\n                                         -2-\n\n\nprovisions of this Section 2.7 shall apply to the vote of that class or series\nand not to the vote of the outstanding shares as a whole.\n\n    SECTION 2.8:   POWERS AND DUTIES.  Without limiting the generality or\nextent of the general corporate powers to be exercised by the Board of Directors\npursuant to Section 2.1 of these By-Laws, it is hereby provided that the Board\nof Directors shall have full power with respect to the following matters:\n\n         (a)  To purchase, lease, and acquire any and all kinds of property,\nreal, personal or mixed, and at its discretion to pay therefor in money, in\nproperty and\/or in stocks, bonds, debentures or other securities of this\ncorporation.\n\n         (b)  To enter into any and all contracts and agreements which in its\njudgment may be beneficial to the interests and purposes of this corporation.\n\n         (c)  To fix and determine and to vary from time to time the amount or\namounts to be set aside or retained as reserve funds or as working capital of\nthis corporation or for maintenance, repairs, replacements or enlargements of\nits properties.\n\n         (d)  To declare and pay dividends in cash, shares and\/or property out\nof any funds of this corporation at the time legally available for the\ndeclaration and payment of dividends on its shares.\n\n         (e)  To adopt such rules and regulations for the conduct of its\nmeetings and the management of the affairs of this corporation as it may deem\nproper.\n\n         (f)  To prescribe the manner in which and the person or persons by\nwhom any or all of the checks, drafts, notes, bills of exchange, contracts and\nother corporate instruments shall be executed.\n\n         (g)  To accept resignations of directors; to declare vacant the office\nof a director as provided in Section 2.6 hereof; and, in case of vacancy in the\noffice of directors, to fill the same to the extent provided in Section 2.6\nhereof.\n\n         (h)  To create offices in addition to those for which provision is\nmade by law or these By-Laws; to elect and remove at pleasure all officers of\nthis corporation, fix their terms of office, prescribe their powers and duties,\nlimit their authority and fix their salaries in any way it may deem advisable\nwhich is not contrary to law or these By-Laws; and, if it sees fit, to require\nfrom the officers or any of them security for faithful service.\n\n         (i)  To designate some person to perform the duties and exercise the\npowers of any officer of this corporation during the temporary absence or\ndisability of such officer.\n\n         (j)  To appoint or employ and to remove at pleasure such agents and\nemployees as it may see fit, to prescribe their titles, powers and duties, limit\ntheir authority, and fix their salaries in any way it may deem advisable which\nis not contrary to law or these By-Laws; and, if it sees fit, to require from\nthem or any of them security for faithful performance.\n\n         (k)  To fix a time in the future, which shall not be more than 60 days\nnor less than 10 days prior to the date of the meeting nor more than sixty (60)\ndays prior to any other action for which it is fixed, as a record date for the\ndetermination of the shareholders entitled to notice of and to vote at any\nmeeting, or entitled to receive any payment of any dividend or other \n\n\n                                         -3-\n\n\ndistribution, or allotment of any rights, or entitled to exercise any rights in\nrespect of any other lawful action; and in such case only shareholders of record\non the date so fixed shall be entitled to notice of and to vote at the meeting\nor to receive the dividend, distribution or allotment of rights or to exercise\nthe rights, as the case may be, notwithstanding any transfer of any shares on\nthe books of this corporation after any record date fixed as aforesaid.  The\nBoard of Directors may close the books of this corporation against transfers of\nshares during the whole or any part of such period.\n\n         (l)  To fix and locate from time to time the principal office for the\ntransaction of the business of this corporation and one or more branch or other\nsubordinate office or offices of this corporation within or without the State of\nCalifornia; to designate any place within or without the State of California for\nthe holding of any meeting or meetings of the shareholders or the Board of\nDirectors, as provided in Sections 10.1 and 11.1 hereof; to adopt, make and use\na corporate seal, and to prescribe the forms of certificates for shares and to\nalter the form of such seal and of such certificates from time to time as in its\njudgment it may deem best, provided such seal and such certificates shall at all\ntimes comply with the provisions of law now or hereafter in effect.\n\n         (m)  To authorize the issuance of shares of stock of this corporation\nin accordance with the laws of the State of California and the Articles of\nIncorporation of this corporation.\n\n         (n)  Subject to the limitation provided in Section 14.2 hereof, to\nadopt, amend or repeal from time to time and at any time these By-Laws and any\nand all amendments thereof.\n\n         (o)  To borrow money and incur indebtedness on behalf of this\ncorporation, including the power and authority to borrow money from any of the\nshareholders, directors or officers of this corporation, and to cause to be\nexecuted and delivered therefor in the corporate name promissory notes, bonds,\ndebentures, deeds of trust, mortgages, pledges, hypothecations, or other\nevidences of debt and securities therefor, and the note or other obligation\ngiven for any indebtedness of this corporation, signed officially by any officer\nor officers thereunto duly authorized by the Board of Directors shall be binding\non this corporation.\n\n         (p)  To designate and appoint committees of the Board of Directors as\nit may see fit, to prescribe their names, powers and duties and limit their\nauthority in any way it may deem advisable which is not contrary to law or these\nBy-Laws.\n\n         (q)  Generally to do and perform every act and thing whatsoever that\nmay pertain to the office of a director or to a board of directors.\n\n\n                                     Article III\n                                           \n                                       OFFICERS\n                                           \n    SECTION 3.1:   ELECTION AND QUALIFICATIONS.  The officers of this\ncorporation shall consist of a Chief Executive Officer, a President, one or more\nVice Presidents, a Secretary, a Chief Financial Officer and such other officers,\nincluding, but not limited to, a Chairman of the Board of Directors, a\nTreasurer, and Assistant Secretaries and Assistant Treasurers as the Board of\nDirectors shall deem expedient, who shall be chosen in such manner and hold\ntheir offices for such terms as the Board of Directors may prescribe.  Any two\nor more of such offices may be held by the same person.  Any Vice President,\nAssistant Treasurer or Assistant Secretary, respectively, \n\n\n                                         -4-\n\n\nmay exercise any of the powers of the Chief Executive Officer, the President,\nthe Chief Financial Officer, or the Secretary, respectively, as directed by the\nBoard of Directors, and shall perform such other duties as are imposed upon him\nor her by the By-Laws or the Board of Directors.\n\n    SECTION 3.2:   TERM OF OFFICE AND COMPENSATION.  The term of office and\nsalary of each of said officers and the manner and time of the payment of such\nsalaries shall be fixed and determined by the Board of Directors and may be\naltered by said Board from time to time at its pleasure, subject to the rights,\nif any, of an officer under any contract of employment.  Any officer may resign\nat any time upon written notice to this corporation, without prejudice to the\nrights, if any, of this corporation under any contract to which the officer is a\nparty. If any vacancy occurs in any office of this corporation, the Board of\nDirectors may elect a successor to fill such vacancy.\n\n                                      Article IV\n                                           \n                                CHAIRMAN OF THE BOARD\n                                           \n    SECTION 4.1:   POWERS AND DUTIES.  The Chairman of the Board of Directors,\nif there be one, shall have the power to preside at all meetings of the Board of\nDirectors and shall have such other powers and shall be subject to such other\nduties as the Board of Directors may from time to time prescribe.\n\n\n                                      Article V\n                                           \n                               CHIEF EXECUTIVE OFFICER\n                                           \n    SECTION 5.1:   POWERS AND DUTIES.  The powers and duties of the Chief\nExecutive Officer are:\n         (a)  To act as the general manager and chief executive officer of this\ncorporation and, subject to the control of the Board of Directors, to have\ngeneral supervision, direction and control of the business and affairs of this\ncorporation.\n\n         (b)  To preside at all meetings of the shareholders and, in the\nabsence of the Chairman of the Board or if there be no Chairman, at all meetings\nof the Board of Directors.\n\n         (c)  To call meetings of the shareholders and meetings of the Board of\nDirectors to be held at such times and, subject to the limitations prescribed by\nlaw or by these By-Laws, at such places as he or she shall deem proper.\n\n         (d)  To affix the signature of this corporation to all deeds,\nconveyances, mortgages, leases, obligations, bonds, certificates and other\npapers and instruments in writing which have been authorized by the Board of\nDirectors or which, in the judgment of the Chief Executive Officer, should be\nexecuted on behalf of this corporation; to sign certificates for shares of stock\nof this corporation; and, subject to the direction of the Board of Directors, to\nhave general charge of the property of this corporation and to supervise and\ncontrol all officers, agents and employees of this corporation.\n\n\n                                      Article VA\n                                           \n                                      PRESIDENT\n                                           \n    SECTION 5A.1:  POWERS AND DUTIES.  The powers and duties of the President\nare:\n\n\n                                         -5-\n\n\n         (a)  To act as the general manager of this corporation and, subject to\nthe control of the Board of Directors, to have general supervision, direction\nand control of the business and affairs of this corporation.\n\n         (b)  To preside at all meetings of the shareholders and, in the\nabsence of the Chairman of the Board and the Chief Executive Officer or if there\nbe no Chairman or Chief Executive Officer, at all meetings of the Board of\nDirectors.\n\n         (c)  To affix the signature of this corporation to all deeds,\nconveyances, mortgages, leases, obligations, bonds, certificates and other\npapers and instruments in writing which have been authorized by the Board of\nDirectors or which, in the judgment of the President, should be executed on\nbehalf of this corporation; to sign certificates for shares of stock of this\ncorporation; and, subject to the direction of the Board of Directors, to have\ngeneral charge of the property of this corporation and to supervise and control\nall officers, agents and employees of this corporation.\n\n         SECTION 5A.2:  PRESIDENT PRO TEM.  If neither the Chairman of the\nBoard, the Chief Executive Officer, the President, nor any Vice President is\npresent at any meeting of the Board of Directors, a President pro tem may be\nchosen to preside and act at such meeting.  If neither the Chief Executive\nOfficer, the President nor any Vice President is present at any meeting of the\nshareholders, a President pro tem may be chosen to preside at such meeting.\n                                           \n                                      Article VI\n                                    VICE PRESIDENT\n                                           \n    SECTION. 6.1:  POWERS AND DUTIES.  The titles, powers and duties of the\nVice President or Vice Presidents shall be prescribed by the Board of Directors.\nIn case of the absence, disability or death of the Chief Executive Officer, the\nPresident, the Vice President, or one of the Vice Presidents, shall exercise all\nhis or her powers and perform all his or her duties.  If there is more than one\nVice President, the order in which the Vice Presidents shall succeed to the\npowers and duties of the Chief Executive Officer or President shall be as fixed\nby the Board of Directors.\n\n\n                                     Article VII\n                                           \n                                      SECRETARY\n                                           \n    SECTION 7.1:   POWERS AND DUTIES.  The powers and duties of the Secretary\nare:\n\n         (a)  To keep a book of minutes at the principal executive office of\nthis corporation, or such other place as the Board of Directors may order, of\nall meetings of its directors and shareholders with the time and place of\nholding, whether regular or special, and, if special, how authorized, the notice\nthereof given, the names of those present at directors' meetings, the number of\nshares present or represented at shareholders' meetings and the proceedings\nthereof.\n\n         (b)  To keep the seal of this corporation and to affix the same to all\ninstruments which may require it.\n\n         (c)  To keep or cause to be kept at the principal executive office of\nthis corporation, or at the office of the transfer agent or agents, a record of\nthe shareholders of this corporation, giving the names and addresses of all\nshareholders and the number and class of \n\n\n                                         -6-\n\n\nshares held by each, the number and date of certificates issued for shares and\nthe number and date of cancellation of every certificate surrendered for\ncancellation.\n\n         (d)  To keep a supply of certificates for shares of this corporation,\nto fill in all certificates issued, and to make a proper record of each such\nissuance; provided that so long as this corporation shall have one or more duly\nappointed and acting transfer agents of the shares, or any class or series of\nshares, of this corporation, such duties with respect to such shares shall be\nperformed by such transfer agent or transfer agents.\n\n         (e)  To transfer upon the share books of this corporation any and all\nshares of this corporation; provided that so long as this corporation shall have\none or more duly appointed and acting transfer agents of the shares, or any\nclass or series of shares, of this corporation, such duties with respect to such\nshares shall be performed by such transfer agent or transfer agents, and the\nmethod of transfer of each certificate shall be subject to the reasonable\nregulations of the transfer agent to which the certificate is presented for\ntransfer and, also, if this corporation then has one or more duly appointed and\nacting registrars, subject to the reasonable regulations of the registrar to\nwhich a new certificate is presented for registration; and provided, further,\nthat no certificate for shares of stock shall be issued or delivered or, if\nissued or delivered, shall have any validity whatsoever until and unless it has\nbeen signed or authenticated in the manner provided in Section 12.3 hereof.\n\n         (f)  To make service and publication of all notices that may be\nnecessary or proper and without command or direction from anyone.  In case of\nthe absence, disability, refusal or neglect of the Secretary to make service or\npublication of any notices, then such notices may be served and\/or published by\nthe Chief Executive Officer, the President or a Vice President, or by any person\nthereunto authorized by either of them or by the Board of Directors or by the\nholders of a majority of the outstanding shares of this corporation.\n\n         (g)  Generally to do and perform all such duties as pertain to such\noffice and as may be required by the Board of Directors.\n\n\n                                     Article VIII\n                                           \n                               CHIEF FINANCIAL OFFICER\n                                           \n    SECTION 8.1:   POWERS AND DUTIES.  The powers and duties of the Chief\nFinancial Officer are:\n\n         (a)  To supervise and control the keeping and maintaining of adequate\nand correct accounts of this corporation's properties and business transactions,\nincluding accounts of its assets, liabilities, receipts, disbursements, gains,\nlosses, capital, surplus and shares.  The books of account shall at all\nreasonable times be open to inspection by any director.\n\n         (b)  To have the custody of all funds, securities, evidences of\nindebtedness and other valuable documents of this corporation and, at his or her\ndiscretion, to cause any or all thereof to be deposited for the account of this\ncorporation with such depository as may be designated from time to time by the\nBoard of Directors.\n\n         (c)  To receive or cause to be received, and to give or cause to be\ngiven, receipts and acquittances for moneys paid in for the account of this\ncorporation.\n\n\n                                         -7-\n\n\n         (d)  To disburse, or cause to be disbursed, all funds of this\ncorporation as may be directed by the Chief Executive Officer, the President or\nthe Board of Directors, taking proper vouchers for such disbursements.\n\n         (e)  To render to the Chief Executive Officer, the President or to the\nBoard of Directors, whenever either may require, accounts of all transactions as\nChief Financial Officer and of the financial condition of this corporation.\n\n         (f)  Generally to do and perform all such duties as pertain to such\noffice and as may be required by the Board of Directors.\n\n\n                                    Article VIIIA\n                                           \n                           APPOINTED VICE PRESIDENTS, ETC.\n                                           \n    SECTION 8A.1:  APPOINTED VICE PRESIDENTS, ETC.; APPOINTMENT, DUTIES, ETC. \nThe Chief Executive Officer of the corporation shall have the power, in the\nexercise of his or her discretion, to appoint additional persons to hold\npositions and titles such as vice president of the corporation or a division of\nthe corporation or president of a division of the corporation, or similar such\ntitles, as the business of the corporation may require, subject to such limits\nin appointment power as the Board may determine.  The Board shall be advised of\nany such appointment at a meeting of the Board, and the appointment shall be\nnoted in the minutes of the meeting.  The minutes shall clearly state that such\npersons are non-corporate officers appointed pursuant to this Section 8A.1 of\nthese By-laws.\n\n         Each such appointee shall have such title, shall serve in such\ncapacity and shall have such authority and perform such duties as the Chief\nExecutive Officer of the corporation shall determine.\n\n         Appointees may hold titles such as 'president' of a division or other\ngroup within the corporation, or 'vice president' of the corporation or of a\ndivision or other group within the corporation.  However, any such appointee,\nabsent specific election by the Board as an elected corporate officer, (i) shall\nnot be considered an officer elected by the Board of Directors pursuant to\nArticle III of these By-Laws and shall not have the executive powers or\nauthority of corporate officers elected pursuant to such Article III, (ii) shall\nnot be considered (a) an 'officer' of the corporation for the purposes of Rule\n3b-2 promulgated under the Securities Exchange Act of 1934, as amended, and the\nrules and regulations promulgated thereunder (collectively, the 'Act') or an\n'executive officer' of the corporation for the purposes of Rule 3b-7 promulgated\nunder the Act, and similarly shall not be considered an 'officer' of the\ncorporation for the purposes of Section 16 of the Act (as such persons shall not\nbe given the access to inside information of the corporation enjoyed by officers\nof the corporation) or an 'executive officer' of the corporation for the\npurposes of Section 14 of the Act or (b) a 'corporate officer' for the purposes\nof Section 312 of the California Corporation Code (the 'Code'), except in any\nsuch case as otherwise required by law, and (iii) shall be empowered to\nrepresent himself or herself to third parties as an appointed vice president,\netc., only, and shall be empowered to execute documents, bind the corporation or\notherwise act on behalf of the corporation only as authorized by the Chief\nExecutive Officer or the President of the Corporation or by resolution of the\nBoard of Directors.\n\n    An elected officer of the corporation may also serve in an appointed\ncapacity hereunder.\n\n                                           \n                                      Article IX\n\n\n                                         -8-\n\n\n                                 EXECUTIVE COMMITTEE\n                                           \n    SECTION 9.1:   APPOINTMENT AND PROCEDURE.  The Board of Directors may, by\nresolution adopted by a majority of the authorized number of directors, appoint\nfrom among its members an Executive Committee of two or more members.  The\nExecutive Committee may make its own rules of procedure subject to Section 11.9\nhereof, and shall meet as provided by such rules or by a resolution adopted by\nthe Board of Directors (which resolution shall take precedence).  A majority of\nthe members of the Executive Committee shall constitute a quorum, and in every\ncase the affirmative vote of a majority of all members of the Committee shall be\nnecessary to the adoption of any resolution by such Committee.\n\n    SECTION 9.2:   POWERS.  During the intervals between the meetings of the\nBoard of Directors, the Executive Committee, in all cases in which specific\ndirections shall not have been given by the Board of Directors, shall have and\nmay exercise all the powers and authority of the Board of Directors in the\nmanagement of the business and affairs of this corporation in such manner as the\nCommittee may deem best for the interests of this corporation, except with\nrespect to:\n\n         (a)  any action for which California law also requires shareholder\napproval,\n\n         (b)  the filling of vacancies on the Board of Directors or in the\ncommittee,\n\n         (c)  the fixing of compensation of the directors for serving on the\nBoard of Directors or on any committee,\n\n         (d)  the amendment or repeal of By-Laws or the adoption of new\nBy-Laws,\n\n         (e)  the amendment or repeal of any resolution of the Board of\nDirectors which by its express terms is not so amendable or repealable,\n\n         (f)  a distribution to the shareholders of this corporation, except at\na rate or in a periodic amount or within a price range determined by the Board\nof Directors,\n\n         (g)  the appointment of other committees of the Board of Directors or\nthe members thereof.\n\n\n                                      Article X\n                                           \n                               MEETINGS OF SHAREHOLDERS\n                                           \n    SECTION 10.1:  PLACE OF MEETINGS.  Meetings (whether regular, special or\nadjourned) of the shareholders of this corporation shall be held at the\nprincipal executive office for the transaction of business of this corporation,\nor at any place within or without the State which may be designated by written\nconsent of all the shareholders entitled to vote thereat, or which may be\ndesignated by resolution of the Board of Directors.  Any meeting shall be valid\nwherever held if held by the written consent of all the shareholders entitled to\nvote thereat, given either before or after the meeting and filed with the\nSecretary of this corporation.\n\n    SECTION 10.2:  ANNUAL MEETINGS.  The annual meeting of the shareholders\nshall be held at the hour of 10:00 a.m. on the last Wednesday in January in each\nyear , if not a legal holiday, and if a legal holiday, then on the next\nsucceeding business day not a legal holiday or at \n\n\n                                         -9-\n\n\nsuch other time in a particular year as may be designated by written consent of\nall the shareholders entitled to vote thereat or which may be designated by\nresolution of the Board of Directors.  Such annual meetings shall be held at the\nplace provided pursuant to Section 10.1 hereof.  Said annual meetings shall be\nheld for the purpose of the election of directors, for the making of reports of\nthe affairs of this corporation and for the transaction of such other business\nas may come before the meeting.\n\n    SECTION 10.3:  SPECIAL MEETINGS.  Special meetings of the shareholders for\nany purpose or purposes whatsoever may be called at any time by the President or\nby the Board of Directors, or by two or more members thereof, or by one or more\nholders of shares entitled to cast not less than ten percent (10%) of the votes\non the record date established pursuant to Section 10.8.  Upon request in\nwriting sent by registered mail to the Chief Executive Officer, President, Vice\nPresident or Secretary, or delivered to any such officer in person, by any\nperson or persons entitled to call a special meeting of shareholders (such\nrequest, if sent by a shareholder or shareholders, to include the information\nrequired by Section 10.13), it shall be the duty of such officer, subject to the\nimmediately succeeding sentence, to cause notice to be given to the shareholders\nentitled to vote that a meeting will be requested by the person or persons\ncalling the meeting, the date of which meeting, which shall be set by such\nofficer, to be not less than 35 days nor more than 60 days after such request\nor, if applicable, determination of the validity of such request pursuant to the\nimmediately succeeding sentence.  Within seven days after receiving such a\nwritten request from a shareholder or shareholders of the corporation, the Board\nof Directors shall determine whether shareholders owning not less than ten\npercent (10%) of the shares as of the record date established pursuant to\nSection 10.8 for such request support the call of a special meeting and notify\nthe requesting party or parties of its finding.\n\n    SECTION 10.4:  NOTICE OF MEETINGS.  Notice of any meeting of shareholders\nshall be given in writing not less than 10 nor more than 60 days before the date\nof the meeting to each shareholder entitled to vote thereat by the Secretary or\nan Assistant Secretary, or other person charged with that duty, or if there be\nno such officer or person, or in case of his or her neglect or refusal, by any\ndirector or shareholder.  The notice shall state the place, date and hour of the\nmeeting and (i) in the case of a special meeting, the general nature of the\nbusiness to be transacted, and no other business may be transacted, or (ii) in\nthe case of the annual meeting, those matters which the Board of Directors, at\nthe time of the mailing of the notice, intends to present for action by the\nshareholders, but any proper matter may be presented at the meeting for such\naction except that notice must be given or waived in writing of any proposal\nrelating to approval of contracts between the corporation and any director of\nthis corporation, amendment of the Articles of Incorporation, reorganization of\nthis corporation or winding up of this corporation.  The notice of any meeting\nat which directors are to be elected shall include the names of nominees\nintended at the time of the notice to be presented by management for election. \nWritten notice shall be given by this corporation to any shareholder, either (i)\npersonally or (ii) by mail or other means of written communication, charges\nprepaid, addressed to such shareholder at such shareholder's address appearing\non the books of this corporation or given by such shareholder to this\ncorporation for the purpose of notice.  If a shareholder gives no address or no\nsuch address appears on the books of this corporation, notice shall be deemed to\nhave been given if sent by mail or other means of written communication\naddressed to the place where the principal executive office of this corporation\nis located, or if published at least once in a newspaper of general circulation\nin the county in which such office is located.  The notice shall be deemed to\nhave been given at the time when delivered personally or deposited in the United\nStates mail, postage prepaid, or sent by other means of written communication\nand addressed as hereinbefore provided.  An affidavit of delivery or mailing of\nany notice in accordance with the provisions of this Section 10.4, executed by\nthe Secretary, Assistant Secretary or any transfer agent, shall be prima facie\nevidence of the giving of the notice.  If any notice addressed to the\nshareholder at the address of such shareholder appearing on the books of the\ncorporation is returned to this \n\n\n                                         -10-\n\n\ncorporation by the United States Postal Service marked to indicate that the\nUnited States Postal Service is unable to deliver the notice to the shareholder\nat such address, all future notices shall be deemed to have been duly given\nwithout further mailing if the same shall be available for the shareholder upon\nwritten demand of the shareholder at the principal executive office of this\ncorporation for a period of one year from the date of the giving of the notice\nto all other shareholders.\n\n    SECTION 10.5:  CONSENT TO SHAREHOLDERS' MEETINGS.  The transactions of any\nmeeting of shareholders, however called and noticed, and wherever held, are as\nvalid as though had at a meeting duly held after regular call and notice, if a\nquorum is present either in person or by proxy, and if, either before or after\nthe meeting, each of the shareholders entitled to vote, not present in person or\nby proxy, signs a written waiver of notice or a consent to the holding of such\nmeeting or an approval of the minutes thereof.  All such waivers, consents or\napprovals shall be filed with the corporate records or made a part of the\nminutes of the meeting.  Attendance of a person at a meeting shall constitute a\nwaiver of notice of such meeting, except when the person objects, at the\nbeginning of the meeting, to the transaction of any business because the meeting\nis not lawfully called or convened and except that attendance at a meeting is\nnot a waiver of any right to object to the consideration of matters required by\nlaw to be included in the notice but not so included, if such objection is\nexpressly made at the meeting.  Neither the business to be transacted at nor the\npurpose of any regular or special meeting of shareholders need be specified in\nany written waiver of notice, except as to approval of contracts between this\ncorporation and any of its directors, amendment of the Articles of\nIncorporation, reorganization of this corporation or winding up the affairs of\nthis corporation.\n\n    SECTION 10.6:  QUORUM.  The presence in person or by proxy of the holders\nof a majority of the shares entitled to vote at any meeting of shareholders\nshall constitute a quorum for the transaction of business.  Shares shall not be\ncounted to make up a quorum for a meeting if voting of such shares at the\nmeeting has been enjoined or for any reason they cannot be lawfully voted at the\nmeeting.  The shareholders present at a duly called or held meeting at which a\nquorum is present may continue to transact business until adjournment\nnotwithstanding the withdrawal of enough shareholders to leave less than a\nquorum, if any action taken (other than adjournment) is approved by at least a\nmajority of the shares required to constitute a quorum.\n\n    SECTION 10.7:  ADJOURNED MEETINGS.  Any shareholders' meeting, whether or\nnot a quorum is present, may be adjourned from time to time by the vote of a\nmajority of the shares, the holders of which are either present in person or\nrepresented by proxy thereat, but, except as provided in Section 10.6 hereof, in\nthe absence of a quorum, no other business may be transacted at such meeting. \nWhen a meeting is adjourned for more than 45 days or if after adjournment a new\nrecord date is fixed for the adjourned meeting, a notice of the adjourned\nmeeting shall be given to each shareholder of record entitled to vote at a\nmeeting.  Except as aforesaid, it shall not be necessary to give any notice of\nthe time and place of the adjourned meeting or of the business to be transacted\nthereat other than by announcement at the meeting at which such adjournment is\ntaken.  At any adjourned meeting the shareholders may transact any business\nwhich might have been transacted at the original meeting.\n\n    SECTION 10.8:  VOTING RIGHTS.  Only persons in whose names shares entitled\nto vote stand on the stock records of this corporation at the close of business\non the business day next preceding the day on which notice is given or, if\nnotice is waived, at the close of business on the business day next preceding\nthe day on which the meeting is held or, if some other day be fixed for the\ndetermination of shareholders of record pursuant to Section 2.8(k) hereof, then\non such other day, shall be entitled to vote at such meeting.  In the absence of\nany contrary provision in the Articles of Incorporation or in any applicable\nstatute relating to the election of directors or to other particular matters,\neach such person shall be entitled to one vote for each share.\n\n\n                                         -11-\n\n\nIn order that the corporation may determine the shareholders entitled to consent\nto corporate action in writing without a meeting or request a special meeting of\nthe shareholders pursuant to Section 10.3, the Board of Directors may fix a\nrecord date, which record date shall not precede the date upon which the\nresolution fixing the record date is adopted by the Board of Directors, and\nwhich date shall not be more than fourteen (14) days after the date upon which\nthe resolution fixing the record date is adopted by the Board of Directors.  Any\nshareholder of record seeking to have the shareholders authorize or take\ncorporate action by written consent or request a special meeting of the\nshareholders pursuant to Section 10.3 shall, by written notice to the Secretary,\nrequest the Board of Directors to fix a record date.  The Board of Directors\nshall promptly, but in no event later than twenty eight (28) days after the date\non which such request is received, adopt a resolution fixing the record date.\n\n    SECTION 10.9:  ACTION BY WRITTEN CONSENTS.  Any action which may be taken\nat any annual or special meeting of shareholders may be taken without a meeting\nand without prior notice, if a consent in writing, setting forth the action so\ntaken, shall be signed by the holders of outstanding shares having not less than\nthe minimum number of votes that would be necessary to authorize or take such\naction at a meeting at which all shares entitled to vote thereon were present\nand voted.  Within fourteen (14) days after receiving such written consent or\nconsents from shareholders of the corporation, the Board of Directors shall\ndetermine whether holders of outstanding shares as of the record date\nestablished pursuant to Section 10.8 having not less than the minimum number of\nvotes which would be necessary to authorize or take such action at a meeting at\nwhich all shares entitled to vote thereon were present and voted have properly\nconsented thereto in writing and notify the requesting party of its finding. \nUnless the consents of all shareholders entitled to vote have been solicited in\nwriting, notice of any shareholder approval of (i) contracts between this\ncorporation and any of its directors, (ii) indemnification of any person, (iii)\nreorganization of this corporation or (iv) distributions to shareholders upon\nwinding up of this corporation in certain circumstances without a meeting by\nless than unanimous written consent shall be given at least 10 days before the\nconsummation of the action authorized by such approval, and prompt notice shall\nbe given of the taking of any other corporate action approved by shareholders\nwithout a meeting by less than unanimous written consent, to those shareholders\nentitled to vote who have not consented in writing.  All notices given hereunder\nshall conform to the requirements of Section 10.4 hereto and applicable law. \nWhen written consents are given with respect to any shares, they shall be given\nby and accepted from the persons in whose names such shares stand on the books\nof this corporation at the time such respective consents are given, or any\nshareholder's proxy holder, or a transferee of the shares or a personal\nrepresentative of the shareholder or their respective proxy holders, may revoke\nthe consent by a writing received by this corporation prior to the time that\nwritten consents of the number of shares required to authorize the proposed\naction have been filed with the Secretary of this corporation, but may not do so\nthereafter.  Such revocation is effective upon its receipt by the Secretary of\nthis corporation.  Notwithstanding anything to the contrary, directors may not\nbe elected by written consent except by unanimous written consent of all shares\nentitled to vote for the election of directors.\n\n    SECTION 10.10: ELECTIONS OF DIRECTORS. In any election of directors, the\ncandidates receiving the highest number of affirmative votes of the shares\nentitled to be voted for them up to the number of directors to be elected by\nsuch shares are elected; votes against the directors and votes withheld with\nrespect to the election of the directors shall have no legal effect.  Elections\nof directors need not be by ballot except upon demand made by a shareholder at\nthe meeting and before the voting begins.\n\n    SECTION 10.11: PROXIES.  Every person entitled to vote or execute consents\nshall have the right to do so either in person or by one or more agents\nauthorized by a written proxy executed by such person or such person's duly\nauthorized agent and filed with the Secretary of this \n\n\n                                         -12-\n\n\ncorporation.  No proxy shall be valid (l) after revocation thereof, unless the\nproxy is specifically made irrevocable and otherwise conforms to this Section\n10.11 and applicable law, or (2) after the expiration of eleven months from the\ndate thereof, unless the person executing it specifies therein the length of\ntime for which such proxy is to continue in force.  Revocation may be effected\nby a writing delivered to the Secretary of this corporation stating that the\nproxy is revoked or by a subsequent proxy executed by, or by attendance at the\nmeeting and voting in person by, the person executing the proxy.  A proxy is not\nrevoked by the death or incapacity of the maker unless, before the vote is\ncounted, a written notice of such death or incapacity is received by this\ncorporation.  A proxy which states that it is irrevocable is irrevocable for the\nperiod specified therein when it is held by any of the following or a nominee of\nany of the following: (l) a pledgee, (2) a person who has purchased or agreed to\npurchase or holds an option to purchase the shares or a person who has sold a\nportion of such person's shares in this corporation to the maker of the proxy,\n(3) a creditor or creditors of this corporation or the shareholder who extended\nor continued credit to this corporation or the shareholder in consideration of\nthe proxy if the proxy states that it was given in consideration of such\nextension or continuation of credit and the name of the person extending or\ncontinuing the credit, (4) a person who has contracted to perform services as an\nemployee of this corporation, if a proxy is required by the contract of\nemployment and if the proxy states that it was given in consideration of such\ncontract of employment, the name of the employee and the period of employment\ncontracted for, (5) a person designated by or under a close corporation\nshareholder agreement or a voting trust agreement.  In addition, a proxy may be\nmade irrevocable if it is given to secure the performance of a duty or to\nprotect a title, either legal or equitable, until the happening of events which,\nby its terms, discharge the obligation secured by it.  Notwithstanding the\nperiod of irrevocability specified, the proxy becomes revocable when the pledge\nis redeemed, the option or agreement to purchase is terminated or the seller no\nlonger owns any shares of this corporation or dies, the debt of this corporation\nor the shareholder is paid, the period of employment provided for in the\ncontract of employment has terminated or the close corporation shareholder\nagreement or the voting trust agreement has terminated. In addition, a proxy may\nbe revoked, notwithstanding a provision making it irrevocable, by a purchaser of\nshares without knowledge of the existence of the provision unless the existence\nof the proxy and its irrevocability appears on the certificate representing such\nshares.  Every form of proxy or written consent, which provides an opportunity\nto specify approval or disapproval with respect to any proposal, shall also\ncontain an appropriate space marked 'abstain', whereby a shareholder may\nindicate a desire to abstain from voting his or her shares on the proposal.  A\nproxy marked 'abstain' by the shareholder with respect to a particular proposal\nshall not be voted either for or against such proposal.  In any election of\ndirectors, any form of proxy in which the directors to be voted upon are named\ntherein as candidates and which is marked by a shareholder 'withhold' or\notherwise marked in a manner indicating that the authority to vote for the\nelection of directors is withheld shall not be voted either for or against the\nelection of a director.\n\n    SECTION 10.12: INSPECTORS OF ELECTION.  Before any meeting of shareholders,\nthe Board of Directors may appoint any persons other than nominees for office to\nact as inspectors of election at the meeting or its adjournment.  If no\ninspectors of election are so appointed, the Chairman of the meeting may, and on\nthe request of any shareholder or a shareholder's proxy shall, appoint\ninspectors of election at the meeting.  The number of inspectors shall be either\none (l) or three (3).  If inspectors are appointed at a meeting on the request\nof one or more shareholders or proxies, the holders of a majority of shares or\ntheir proxies present at the meeting shall determine whether one (l) or three\n(3) inspectors are to be appointed.  If any person appointed as inspector fails\nto appear or fails or refuses to act, the Chairman of the meeting may, and upon\nthe request of any shareholder or a shareholder's proxy shall, appoint a person\nto fill that vacancy.\n\n    These inspectors shall:\n\n\n                                         -13-\n\n\n         (a)  Determine the number of shares outstanding and the voting power\nof each, the shares represented at the meeting, the existence of a quorum, and\nthe authenticity, validity, and effect of proxies;\n\n         (b)  Receive votes, ballots, or consents;\n\n         (c)  Hear and determine all challenges and questions in any way\narising in connection with the right to vote;\n\n         (d)  Count and tabulate all votes or consents;\n\n         (e)  Determine when the polls shall close;\n\n         (f)  Determine the result; and\n\n         (g)  Do any other acts that may be proper to conduct the election or\nvote with fairness to all shareholders.\n\n    SECTION 10.13:  ADVANCE NOTICE OF SHAREHOLDER PROPOSALS AND DIRECTOR\nNOMINATIONS.  Shareholders may nominate one or more persons for election as\ndirectors at a meeting of shareholders or propose business to be brought before\na meeting of shareholders, or both, only if such shareholder has given timely\nnotice in proper written form of such shareholder's intent to make such\nnomination or nominations or to propose such business.  To be timely, a\nshareholder's notice must be received by the Secretary of the Corporation not\nlater than 60 days prior to such meeting; provided, however, that in the event\nless than 70 days' notice or prior public disclosure of the date of the meeting\nis given or made to shareholders, notice by the shareholder to be timely must be\nso received not later than the close of business on the 10th day following the\nday on which such notice of the date of the meeting was mailed or such public\ndisclosure was made.  To be  in proper written form a shareholder's notice to\nthe Secretary shall set forth (i) the name and address of the shareholder who\nintends to make the nominations or propose the business and, as the case may be,\nof the person or persons to be nominated or of the business to be proposed, (ii)\na representation that the shareholder is a holder of record of stock of the\nCorporation that intends to vote such stock at such meeting and, if applicable,\nintends to appear in person or by proxy at the meeting to nominate the person or\npersons specified in the notice, (iii) if applicable, a description of all\narrangements or understandings between the shareholder and each nominee or any\nother person or persons (naming such person or persons) pursuant to which the\nnomination or nominations are to be made by the shareholder, (iv) such other\ninformation regarding each nominee or each matter of business to be proposed by\nsuch shareholder as would be required to be included in a proxy statement filed\npursuant to Regulation 14A promulgated by the Securities and Exchange Commission\npursuant to the Securities Exchange Act of 1934 had the nominee been nominated,\nor intended to be nominated, or the matter been proposed, or intended to be\nproposed, by the Board of Directors of the Corporation and (v) if applicable,\nthe consent of each nominee as director of the Corporation if so elected.  The\nchairman of a meeting of shareholders may refuse to acknowledge the nomination\nof any person or the proposal of any business not made in compliance with the\nforegoing procedure.\n                                           \n                                      Article XI\n                                           \n                                MEETINGS OF DIRECTORS\n                                           \n    SECTION 11.1:  PLACE OF MEETINGS.  Meetings (whether regular, special or\nadjourned) of the Board of Directors of this corporation shall be held at the\nprincipal office of this corporation for the transaction of business, as\nspecified in accordance with Section 1.1 hereof, or at any other \n\n\n                                         -14-\n\n\nplace within or without the State which has been designated from time to time by\nresolution of the Board or which is designated in the notice of the meeting.\n\n    SECTION 11.2:  REGULAR MEETINGS.  Regular meetings of the Board of\nDirectors shall be held after the adjournment of each annual meeting of the\nshareholders (which regular directors' meeting shall be designated the 'Regular\nAnnual Meeting') and at such other times as may be designated from time to time\nby resolution of the Board of Directors.  Notice of the time and place of all\nregular meetings shall be given in the same manner as for special meetings,\nexcept that no such notice need be given if (l) the time and place of such\nmeetings are fixed by the Board of Directors or (2) the Regular Annual Meeting\nis held at the principal place of business provided at Section 1.1 hereof and on\nthe date specified in Section 10.2 hereof.\n\n    SECTION 11.3:  SPECIAL MEETINGS.  Special meetings of the Board of\nDirectors may be called at any time by the Chairman of the Board, if any, or \nthe President, or any Vice President, or the Secretary or by any two or more\ndirectors.\n\n    SECTION 11.4:  NOTICE OF SPECIAL MEETINGS.  Special meetings of the Board\nof Directors shall be held upon no less than four days' notice by mail or 48\nhours' notice delivered personally or by telephone or telegraph to each\ndirector.  Notice need not be given to any director who signs a waiver of notice\nor who attends the meeting without protesting, prior thereto or at its\ncommencement, the lack of notice to such director.  Any oral notice given\npersonally or by telephone may be communicated either to the director or to a\nperson at the home or office of the director who the person giving the notice\nhas reason to believe will promptly communicate it to the director.  A notice or\nwaiver of notice need not specify the purpose of any meeting of the Board.  If\nthe address of a director is not shown on the records and is not readily\nascertainable, notice shall be addressed to him at the city or place in which\nthe meetings of the directors are regularly held.  If the meeting is adjourned\nfor more than 24 hours, notice of any adjournment to another time or place shall\nbe given prior to the time of the adjourned meeting to all directors not present\nat the time of adjournment.\n\n    SECTION 11.5:  QUORUM.  A majority of all directors elected by the\nshareholders and appointed to fill vacancies as provided in Section 2.6 hereof\nshall constitute a quorum of the Board of Directors for the transaction of\nbusiness.  Every act or decision done or made by a majority of the directors\npresent at a meeting duly held at which a quorum is present is the act of the\nBoard of Directors subject to provisions of law relating to interested directors\nand indemnification of agents of this corporation.  A majority of the directors\npresent, whether or not a quorum is present, may adjourn any meeting to another\ntime and place.  A meeting at which a quorum is initially present may continue\nto transact business notwithstanding the withdrawal of directors, if any action\ntaken is approved by at least a majority of the required quorum for such\nmeeting.\n\n    SECTION 11.6:  CONFERENCE TELEPHONE.  Members of the Board of Directors may\nparticipate in a meeting through use of conference telephone or similar\ncommunications equipment, so long as all directors participating in such meeting\ncan hear one another.  Participation in a meeting pursuant to this Section 11.6\nconstitutes presence in person at such meeting.\n\n    SECTION 11.7:  WAIVER OF NOTICE AND CONSENT.  The transactions of any\nmeeting of the Board of Directors, however called and noticed or wherever held,\nshall be as valid as though had at a meeting duly held after regular call and\nnotice, if a quorum is present, and if, either before or after the meeting, each\nof the directors not present signs a written waiver of notice, a consent to\nholding such meeting or an approval of the minutes thereof.  All such waivers,\nconsents and approvals shall be filed with the corporate records or made a part\nof the minutes of the meeting.\n\n\n                                         -15-\n\n\n    SECTION 11.8:  ACTION WITHOUT A MEETING.  Any action required or permitted\nby law to be taken by the Board of Directors may be taken without a meeting, if\nall members of the Board of Directors shall individually or collectively consent\nin writing to such action.  Such written consent or consents shall be filed with\nthe minutes of the proceedings of the Board of Directors. Such action by written\nconsent shall have the same force and effect as the unanimous vote of such\ndirectors.\n\n    SECTION 11.9:  COMMITTEES.  The provisions of this Article XI apply also to\ncommittees of the Board of Directors and action by such committees, mutatis\nmutandis.\n\n\n                                     Article XII\n                                           \n                                  SUNDRY PROVISIONS\n                                           \n    SECTION 12.1:  INSTRUMENTS IN WRITING.  All checks, drafts, demands for\nmoney and notes of this corporation, and all written contracts of this\ncorporation, shall be signed by such officer or officers, agent or agents, as\nthe Board of Directors may from time to time designate.  No officer, agent, or\nemployee of this corporation shall have the power to bind this corporation by\ncontract or otherwise unless authorized to do so by these By-Laws or by the\nBoard of Directors.\n\n    SECTION 12.2:  SHARES HELD BY THE CORPORATION.  Shares in other\ncorporations standing in the name of this corporation may be voted or\nrepresented and all rights incident thereto may be exercised on behalf of the\ncorporation by any officer of this corporation authorized so to do by resolution\nof the Board of Directors.\n\n    SECTION 12.3:  CERTIFICATES OF STOCK.  There shall be issued to every\nholder of shares in this corporation a certificate or certificates signed in the\nname of this corporation by the Chairman of the Board of Directors, if any, or\nthe Chief Executive Officer or the President or a Vice President and by the\nChief Financial Officer or an Assistant Chief Financial Officer or the Secretary\nor any Assistant Secretary, certifying the number of shares and the class or\nseries of shares owned by the shareholder.  Any or all of the signatures on the\ncertificate may be facsimile.  In case any officer, transfer agent or registrar\nwho has signed or whose facsimile signature has been placed upon a certificate\nshall have ceased to be such officer, transfer agent or registrar before such\ncertificate is issued, it may be issued by this corporation with the same effect\nas if such person were an officer, transfer agent or registrar at the date of\nissue.\n\n    SECTION 12.4:  LOST CERTIFICATES.  Where the owner of any certificate for\nshares of this corporation claims that the certificate has been lost, stolen or\ndestroyed, a new certificate shall be issued in place of the original\ncertificate if the owner (l) so requests before this corporation has notice that\nthe original certificate has been acquired by a bona fide purchaser, (2) files\nwith this corporation an indemnity bond in such form and in such amount as shall\nbe approved by the Chief Executive Officer, the President or a Vice President of\nthis corporation, and (3) satisfies any other reasonable requirements imposed by\nthis corporation.  The Board of Directors may adopt such other provisions and\nrestrictions with reference to lost certificates, not inconsistent with\napplicable law, as it shall in its discretion deem appropriate.\n\n    SECTION 12.5:  CERTIFICATION AND INSPECTION OF BY-LAWS.  This corporation\nshall keep at its principal executive or business office the original or a copy\nof these By-Laws as amended or otherwise altered to date, which shall be open to\ninspection by the shareholders at all reasonable times during office hours.\n\n\n                                         -16-\n\n\n    SECTION 12.6:  ANNUAL REPORTS.  The making of annual reports to the\nshareholders is dispensed with and the requirement that such annual reports be\nmade to shareholders is expressly waived, except as may be directed from time to\ntime by the Board of Directors or the President.\n\n    SECTION 12.7:  FISCAL QUARTERS.  Each fiscal quarter of the Corporation\nshall be comprised of 13 weeks each of which shall end at midnight on Friday of\nsuch week, and the fiscal months in any one calendar quarter shall be comprised\nof at least four consecutive calendar weeks with one week to be added, at\nmanagement's discretion, to any one month during such fiscal year.\n\n    SECTION 12.8:  OFFICER LOANS AND GUARANTIES.  If the corporation has\noutstanding shares held of record by 100 or more persons on the date of approval\nby the Board of Directors, the corporation may make loans of money or property\nto, or guarantee the obligations of, any officer of the corporation or its\nparent or subsidiaries, whether or not the officer is a director, upon the\napproval of the Board of Directors alone.  Such approval by the Board of\nDirectors must be determined by a vote of a majority of the disinterested\ndirectors, if it is determined that such a loan or guaranty may reasonably be\nexpected to benefit the corporation.  In no event may an officer owning 2% or\nmore of the outstanding common shares of the corporation be extended a loan\nunder this provision.\n\n\n                                     Article XIII\n                                           \n                             CONSTRUCTION OF BY-LAWS WITH\n                            REFERENCE TO PROVISIONS OF LAW\n                                           \n    SECTION 13.1:  BY-LAW PROVISIONS ADDITIONAL AND SUPPLEMENTAL TO PROVISIONS\nOF LAW.  All restrictions, limitations, requirements and other provisions of\nthese By-Laws shall be construed, insofar as possible, as supplemental and\nadditional to all provisions of law applicable to the subject matter thereof and\nshall be fully complied with in addition to the said provisions of law unless\nsuch compliance shall be illegal.\n\n    SECTION 13.2:  BY-LAW PROVISIONS CONTRARY TO OR INCONSISTENT WITH\nPROVISIONS OF LAW.  Any article, section, subsection, subdivision, sentence,\nclause or phrase of these By-Laws which, upon being construed in the manner\nprovided in Section 13.1 hereof, shall be contrary to or inconsistent with any\napplicable provision of law, shall not apply so long as said provisions of law\nshall remain in effect, but such result shall not affect the validity or\napplicability of any other portions of these By-Laws, it being hereby declared\nthat these By-Laws, and each article, section, subsection, subdivision,\nsentence, clause, or phrase thereof, would have been adopted irrespective of the\nfact that any one or more articles, sections, subsections, subdivisions,\nsentences, clauses or phrases is or are illegal.\n\n\n                                     Article XIV\n                                           \n                       ADOPTION, AMENDMENT OR REPEAL OF BY-LAWS\n                                           \n    SECTION 14.1:  BY SHAREHOLDERS.  By-Laws may be adopted, amended or\nrepealed by the vote or written consent of holders of a majority of the\noutstanding shares entitled to vote.  By-Laws specifying or changing a fixed\nnumber of directors  or the maximum or minimum number or changing from a fixed\nto a variable board or vice versa may only be adopted by the shareholders;\nprovided, however, that a By-Law or amendment of the Articles of Incorporation\nreducing the number or the minimum number of directors to a number less than\nfive cannot be adopted if the \n\n\n                                         -17-\n\n\nvotes cast against its adoption at a meeting or the shares not consenting in the\ncase of action by written consent are equal to more than 16-2\/3% of the\noutstanding shares entitled to vote.\n\n    SECTION 14.2:  BY THE BOARD OF DIRECTORS.  Subject to the right of\nshareholders to adopt, amend or repeal By-Laws, By-Laws, other than a By-Law or\namendment thereof specifying or changing a fixed number of directors or the\nmaximum or minimum number or changing from a fixed to a variable board or vice\nversa, may be adopted, amended or repealed by the Board of Directors. A By-Law\nadopted by the shareholders may restrict or eliminate the power of the Board of\nDirectors to adopt, amend or repeal By-Laws.\n\n\n                                      Article XV\n                                           \n                          RESTRICTIONS ON TRANSFER OF STOCK\n                                           \n    SECTION 15.1:  SUBSEQUENT AGREEMENT OR BY-LAW.  If (a) any two or more\nshareholders of this corporation shall enter into any agreement abridging,\nlimiting or restricting the rights of any one or more of them to sell, assign,\ntransfer, mortgage, pledge, hypothecate or transfer on the books of this\ncorporation any or all of the shares of this corporation held by them, and if a\ncopy of said agreement shall be filed with this corporation, or if (b)\nshareholders entitled to vote shall adopt any By-Law provision abridging,\nlimiting or restricting the aforesaid rights of any shareholders, then, and in\neither of such events, all certificates of shares of stock subject to such\nabridgments, limitations or restrictions shall have a reference thereto endorsed\nthereon by an officer of this corporation and such certificates shall not\nthereafter be transferred on the books of this corporation except in accordance\nwith the terms and provisions of such agreement or ByLaw, as the case may be;\nprovided, that no restriction shall be binding with respect to shares issued\nprior to adoption of the restriction unless the holders of such shares voted in\nfavor of or consented in writing to the restriction.\n\n                                           \n                                     Article XVI\n                                           \n                       INDEMNIFICATION OF DIRECTORS, OFFICERS,\n                             EMPLOYEES, AND OTHER AGENTS\n                                           \n\nSECTION 16.1: INDEMNIFICATION OF DIRECTORS AND OFFICERS.  The corporation\nshall, to the maximum extent and in the manner permitted by the Code, indemnify\neach of its directors and officers against expenses (as defined in Section\n317(a) of the Code), judgments, fines, settlements, and other amounts actually\nand reasonably incurred in connection with any proceeding (as defined in Section\n317(a) of the Code), arising by reason of the fact that such person is or was an\nagent of the corporation.  For purposes of this Article XVI, a 'director' or\n'officer' of the corporation includes any person (i) who is or was a director or\nofficer of the corporation, (ii) who is or was serving at the request of the\ncorporation as a director or officer of another corporation, partnership, joint\nventure, trust or other enterprise, or (iii) who was a director or officer of a\ncorporation which was a predecessor corporation of the corporation or of another\nenterprise at the request of such predecessor corporation.\n\n    SECTION 16.2:  INDEMNIFICATION OF OTHERS.  The corporation shall have the\npower, to the extent and in the manner permitted by the Code, to indemnify each\nof its employees and agents (other than directors and officers) against expenses\n(as defined in Section 317(a) of the Code), judgments, fines, settlements, and\nother amounts actually and reasonably incurred in connection with any proceeding\n(as defined in Section 317(a) of the Code), arising by reason of \n\n\n                                         -18-\n\n\nthe fact that such person is or was an agent of the corporation.  For purposes\nof this Article XVI, an 'employee' or 'agent' of the corporation (other than a\ndirector or officer) includes any person (i) who is or was an employee or agent\nof the corporation, (ii) who is or was serving at the request of the corporation\nas an employee or agent of another corporation, partnership, joint venture,\ntrust or other enterprise, or (iii) who was an employee or agent of a\ncorporation which was a predecessor corporation of the corporation or of another\nenterprise at the request of such predecessor corporation.\n\n    SECTION 16.3:  PAYMENT OF EXPENSES IN ADVANCE.  Expenses incurred in\ndefending any civil or criminal action or proceeding for which indemnification\nis required pursuant to Section 16.1 or for which indemnification is permitted\npursuant to Section 16.2 following authorization thereof by the Board of\nDirectors, shall be paid by the corporation in advance of the final disposition\nof such action or proceeding upon receipt of an undertaking by or on behalf of\nthe indemnified party to repay such amount if it shall ultimately be determined\nthat the indemnified party is not entitled to be indemnified as authorized in\nthis Article XVI.\n\n    SECTION 16.4:  INDEMNITY NOT EXCLUSIVE.  The indemnification provided by\nthis Article XVI shall not be deemed exclusive of any other rights to which\nthose seeking indemnification may be entitled under any bylaw, agreement, vote\nof shareholders or disinterested directors or otherwise, both as to action in an\nofficial capacity and as to action in another capacity while holding such\noffice, to the extent that such additional rights to indemnification are\nauthorized in the Articles of Incorporation.\n\n    SECTION 16.5:  INSURANCE INDEMNIFICATION.  The corporation shall have the\npower to purchase and maintain insurance on behalf of any person who is or was\nan Agent of the corporation against any liability asserted against or incurred\nby such person in such capacity or arising out of such person's status as such,\nwhether or not the corporation would have the power to indemnify him against\nsuch liability under the provisions of this Article XVI.\n\n    SECTION 16.6:  CONFLICTS.  No indemnification or advance shall be made\nunder this Article XVI, except where such indemnification or advance is mandated\nby law or the order, judgment or decree of any court of competent jurisdiction,\nin any circumstance where it appears:\n\n         (a)  That it would be inconsistent with a provision of the Articles of\nIncorporation, these bylaws, a resolution of the shareholders or an agreement in\neffect at the time of the accrual of the alleged cause of the action asserted in\nthe proceeding in which the expenses were incurred or other amounts were paid,\nwhich prohibits or otherwise limits indemnification; or\n\n         (b)  That it would be inconsistent with any condition expressly\nimposed by a court in approving a settlement.\n\n\n                                         -19-\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6722],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9573,9574],"class_list":["post-41426","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-apple-computer-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41426","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41426"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41426"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41426"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41426"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}