\n Section 4. Representation of Shares of Other
\n Corporations…………………………….. 14
\n Section 5. Inspection of Bylaws……………………… 14
\n Section 6. Construction and Definitions………………. 14
\nARTICLE VII. — Amendments……………………………. 15
\n Section 1. Amendment by Shareholders…………………. 15
\n Section 2. Amendment by Board of Directors……………. 15
\nARTICLE VIII. — Annual and Other Reports………………. 15
\n Section 1. Annual Report to Shareholders……………… 15
\n Section 2. Request for Financial Statements…………… 15
\n<\/c><\/s><\/caption>\n<\/table>\n ii<\/p>\n
4<\/p>\n
AMENDED AND RESTATED BYLAWS
\n OF
\n 3DFX INTERACTIVE, INC.<\/p>\n
ARTICLE I.<\/p>\n
PRINCIPAL OFFICE<\/p>\n
SECTION 1. Location of Principal Office. The principal executive office for
\nthe transaction of the business of the corporation shall be established and
\nmaintained by the board of directors at any place within or without the State of
\nCalifornia. The board of directors may change said principal executive office
\nfrom one location to another.<\/p>\n
SECTION 2. Other Business Offices. The board of directors may at any
\ntime establish other business offices within or without the State of California.<\/p>\n
ARTICLE II.<\/p>\n
MEETINGS OF SHAREHOLDERS<\/p>\n
SECTION 1. Location of Meetings. All meetings of the shareholders shall be
\nheld at any place within or without the State of California which may be
\ndesignated either by the board of directors or by the written consent of all
\nshareholders entitled to vote thereat and not present at the meeting given
\neither before or after the meeting and filed with the secretary of the
\ncorporation. In the absence of any such designation, shareholders’ meetings
\nshall be held at the principal executive office of the corporation.<\/p>\n
SECTION 2. Annual Meetings. The annual meeting of the shareholders of the
\ncorporation shall be held on such date and at such time as shall be determined
\nby the board of directors, not more than fifteen (15) months after the date of
\nthe preceding annual meeting or, in the case of the first annual meeting, not
\nmore than fifteen (15) months after the organization of the corporation. At such
\nmeeting, directors shall be elected and any other proper business may be
\ntransacted which is within the powers of the shareholders. Written notice of
\neach annual meeting shall be given to each shareholder entitled to vote either
\npersonally or by first-class mail or other means of written communications
\n(which includes, without limitation and wherever used in these bylaws,
\ntelegraphic and facsimile communication), charges prepaid, addressed to each
\nshareholder at the address appearing on the books of the corporation, or given
\nby the shareholder to the corporation for the purpose of notice. If any notice
\nor report addressed to the shareholder at the address of such shareholder
\nappearing on the books of the corporation is returned to the corporation by the
\nUnited States Postal Service marked to indicate that the United States Postal
\nService is unable to deliver the notice or report to the shareholder at such
\naddress, all future notices or reports 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 the
\ncorporation for a period of one year from the date of the giving of the notice
\nor report to all other shareholders. If no address of a shareholder appears on
\nthe books of the corporation or is given by the shareholder to the corporation,
\nnotice is duly given to him if sent by mail or other means of written
\ncommunication addressed to the place where the principal executive office of the
\ncorporation is located or if published at least once in a newspaper of general
\ncirculation in the county in which said principal executive office is located.<\/p>\n
All such notices shall be given to each shareholder entitled thereto not
\nless than ten (10) days nor more than sixty (60) days before each annual
\nmeeting. Any such notice shall be deemed to have been given at the time when
\ndelivered personally or deposited in the United States mail or delivered to a
\ncommon carrier for transmission to the recipient <\/p>\n
1
\n 5<\/p>\n
or actually transmitted by the person giving the notice by electronic means to
\nthe recipient or sent by other means of written communication. An affidavit of
\nmailing of any such notice in accordance with the foregoing provisions, executed
\nby the secretary, assistant secretary or transfer agent of the corporation shall
\nbe prima facie evidence of the giving of the notice.<\/p>\n
Such notices shall state:<\/p>\n
(a) The place, date and hour of the meeting;<\/p>\n
(b) Those matters which the board, at the time of the mailing of the
\nnotice, intends to present for action by the shareholders;<\/p>\n
(c) If directors are to be elected, the names of nominees intended at
\nthe time of the notice to be presented by management for election;<\/p>\n
(d) The general nature of a proposal, if any, to take action with
\nrespect to the approval of (i) a contract or other transaction with an
\ninterested director, (ii) an amendment of the articles of incorporation, (iii) a
\nreorganization of the corporation as defined in section 181 of the California
\nGeneral Corporation Law (the “General Corporation Law”), (iv) a voluntary
\ndissolution of the corporation, or (v) a distribution in dissolution other than
\nin accordance with the rights of outstanding preferred shares, if any; and<\/p>\n
(e) Such other matters, if any, as may properly come before the
\nmeeting or may be expressly required by statute.<\/p>\n
SECTION 3. Special Meetings. Special meetings of the shareholders, for the
\npurpose of taking any action permitted by the shareholders under the California
\nGeneral Corporation Law, may be called at any time by the Board or, subject to
\nthe provisions of this Section 3, by the Chair of the Board, the President, or
\none or more shareholders holding not less than ten percent (10%) of the votes
\nentitled to be cast at the meeting. For a special meeting of the shareholders to
\nbe properly brought by any person or persons other than the Board pursuant to
\nthe preceding sentence, the person or persons calling the meeting must have
\ngiven timely notice thereof in writing to the Secretary of the Corporation and
\nthe business proposed to be conducted at such meeting must otherwise be a proper
\nmatter for shareholder action. To be timely, such notice shall be delivered to
\nthe Secretary at the principal executive offices of the Corporation not later
\nthan the close of business on the 60th day nor earlier than the close of
\nbusiness on the 90th day prior to the date of the meeting proposed by the person
\nor persons calling the meeting. Such notice shall set forth (a) the proposed
\ndate and time of the meeting, (b) as to each person whom the person or persons
\ncalling the meeting propose to nominate for election or reelection as a director
\nall information relating to such nominee that is required to be disclosed in
\nsolicitations of proxies for election of directors in an election contest, or is
\notherwise required, in each case pursuant to Regulation 14A under the Securities
\nExchange Act of 1934, as amended (or any successor thereto) and Rule 14a-11
\nthereunder (or any successor thereto) (including such nominee’s written consent
\nto being named in the proxy statement as a nominee and to serving as a director
\nif elected); (c) as to any other business that the person or persons calling the
\nmeeting proposes to bring before the meeting, a brief description of the
\nbusiness desired to be brought before the meeting, the reasons for conducting
\nsuch business at the meeting and any material interest in such business of such
\nperson or persons and any other person or entity, if any, on whose behalf the
\nproposal is made; and (d) as to any shareholders giving the notice (i) the name
\nand address of such shareholders, as they appear on the Corporation’s books and
\n(ii) the class and number of shares of the Corporation which are owned
\nbeneficially and of record by such shareholders. Upon notice meeting the
\nrequirements of this Section 3 by <\/p>\n
2
\n 6<\/p>\n
any person or persons entitled to call a special meeting of shareholders, the
\nCorporation shall cause notice to be given to shareholders entitled to vote that
\na meeting will be held. Except in special cases where other express provision is
\nmade by statute, notice of special meetings shall be given in the same manner as
\nfor annual meetings of shareholders. In addition, to the matters required by
\nitems (i), and, if applicable, (ii) and (iii) of the preceding Section, notice
\nof any special meeting shall specify the general nature of the business to be
\ntransacted, and no other business may be transacted at such meeting.<\/p>\n
SECTION 4. Quorum. The presence in person or by proxy of the holders of a
\nmajority of the shares entitled to vote at any meeting shall constitute a quorum
\nfor the transaction of business. The shareholders present at a duly called or
\nheld meeting at which a quorum is present may continue to transact business
\nuntil adjournment, notwithstanding the withdrawal of enough shareholders to
\nleave less than a quorum, if any action taken (other than adjournment) is
\napproved by at least a majority of the shares required to constitute a quorum.<\/p>\n
SECTION 5. Adjournment. Any shareholders’ meeting, annual or special,
\nwhether or not a quorum is present, may be adjourned from time to time by the
\nvote of a majority of the shares, the holders of which are either present in
\nperson or represented by proxy thereat, but in the absence of a quorum no other
\nbusiness may be transacted at such meeting, except as provided in Section 4
\nabove.<\/p>\n
When any meeting of shareholders, either annual or special, is adjourned to
\nanother time or place, notice need not be given of the adjourned meeting if the
\ntime and place thereof are announced at the meeting at which the adjournment is
\ntaken, except that notice of the adjourned meeting shall be given to each
\nshareholder of record entitled to vote at an adjourned meeting in accordance
\nwith Section 2 of this Article II if a new record date for the adjourned meeting
\nis fixed by the board of directors, or if the adjournment is for more than
\nforty-five (45) days from the date set for the original meeting. At any
\nadjourned meeting the corporation may transact any business which might have
\nbeen transacted at the original meeting.<\/p>\n
SECTION 6. Record Date; Cumulative Voting. Unless a record date for voting
\npurposes be fixed as provided in Section 1 of Article VI of these bylaws, then,
\nsubject to the provisions of sections 702 to 704, inclusive, of the General
\nCorporation Law, only persons in whose names shares entitled to vote stand on
\nthe stock records of the corporation at the close of business on the business
\nday next preceding the day on which notice of the meeting is given or if such
\nnotice is waived, at the close of business on the business day next preceding
\nthe day on which the meeting of shareholders is held (except that the record
\ndate for shareholders entitled to give consent to corporate action without a
\nmeeting shall be determined in accordance with Section 8 of this Article II)
\nshall be entitled to receive notice of and to vote at such meeting, and such day
\nshall be the record date for such meeting. Any shareholder entitled to vote on
\nany matter may vote part of the shares in favor of the proposal and refrain from
\nvoting the remaining shares or vote them against the proposal (other than
\nelections of directors), but if the shareholder fails to specify the number of
\nshares such shareholder is voting affirmatively, it will be conclusively
\npresumed that the shareholder’s approving vote is with respect to all shares
\nsuch shareholder is entitled to vote. Such vote may be via voice or by ballot;
\nprovided, however, that all elections for directors must be by ballot upon
\ndemand made by a shareholder at any election and before the voting begins. The
\naffirmative vote of a majority of the shares represented and voting at a duly
\nheld meeting at which a quorum is present (which shares voting affirmatively
\nshall constitute at least a majority of the required quorum) shall be the act of
\nthe shareholders except as may otherwise be provided by (i) Section 4 of this
\nArticle II, (ii) the cumulative voting provisions for the election of directors
\nas stated in this section below, and (iii) the General Corporation Law or the
\narticles of incorporation of this corporation <\/p>\n
3
\n 7<\/p>\n
(including without limitation the provision that, upon the vote of the holder or
\nholders of shares representing fifty percent or more of the voting power of this
\ncorporation, this corporation may elect voluntarily to wind up and dissolve).
\nSubject to the requirements of the next sentence, every shareholder entitled to
\nvote at any election for directors may cumulate his votes and give one candidate
\na number of votes equal to the number of directors to be elected multiplied by
\nthe number of votes to which his shares are normally entitled, or distribute his
\nvotes on the same principle among as many candidates as he shall think fit. No
\nshareholder shall be entitled to cumulate votes unless such candidate or
\ncandidates’ names have been placed in nomination prior to the voting and the
\nshareholder has given notice at the meeting prior to the voting of the
\nshareholder’s intention to cumulate his votes. If any one shareholder has given
\nsuch notice, all shareholders may cumulate their votes for candidates in
\nnomination. The candidates receiving the highest number of votes of shares
\nentitled to be voted for them, up to the number of directors to be elected,
\nshall be elected.<\/p>\n
SECTION 7. Waiver of Notice. The transactions of any meeting of
\nshareholders, either annual or special, however called and noticed, and wherever
\nheld, shall be as valid as though they had been determined at a meeting duly
\nheld after regular call and notice, if a quorum be present either in person or
\nby proxy, and if, either before or after the meeting, each person entitled to
\nvote, not present in person or by proxy, signs a written waiver of notice or a
\nconsent to a holding of the meeting, or an approval of the minutes thereof. The
\nwaiver of notice, consent or approval need not specify either the business to be
\ntransacted or the purpose of any regular or special meeting of shareholders,
\nexcept that if action is taken or proposed to be taken for approval of any of
\nthose matters specified in subparagraph (d) of the third paragraph of Section 2
\nof this Article II, the waiver of notice, consent or approval shall state the
\ngeneral nature of such proposal. All such waivers, consents or approvals shall
\nbe filed with the corporate records or made a part of the minutes of the
\nmeeting.<\/p>\n
Attendance of a person at a meeting shall also constitute a waiver of
\nnotice of such meeting, except when the person objects, at the beginning of the
\nmeeting, to the transaction of any business because the meeting is not lawfully
\ncalled or convened, and except that attendance at a meeting is not a waiver of
\nany right to object to the consideration of matters required to be included in
\nthe notice but not so included if such objection is expressly made at the
\nmeeting.<\/p>\n
SECTION 8. Action by Written Consent. Directors may be elected without a
\nmeeting by a consent in writing, setting forth the action so taken, signed by
\nall of the persons who would be entitled to vote for the election of directors;
\nin addition a director may be elected at any time to fill a vacancy (other than
\na vacancy created by removal) not filled by the directors by the written consent
\nof persons holding a majority of the outstanding shares entitled to vote for the
\nelection of directors. Notice of such election shall be given to nonconsenting
\nshareholders if required by this Section 8.<\/p>\n
Any other action which, under any provision of the General Corporation Law,
\nmay be taken at a meeting of the shareholders, may be taken without a meeting,
\nand without notice except as hereinafter set forth, if a consent in writing,
\nsetting forth the action so taken, is signed by the holders of outstanding
\nshares having not less than the minimum number of votes that would be necessary
\nto authorize or take such action at a meeting at which all shares entitled to
\nvote thereon were present and voted. All such consents shall be filed with the
\nsecretary of the corporation and shall be maintained in the corporate records.<\/p>\n
Unless the consents of all shareholders entitled to vote have been
\nsolicited in writing:<\/p>\n
4
\n 8<\/p>\n
(a) Notice of any proposed shareholder approval of (i) a contract or
\nother transaction with an interested director; (ii) indemnification of an agent
\nof the corporation as authorized by Section 9 of Article IV of these bylaws;
\n(iii) a reorganization of the corporation as defined in section 181 of the
\nGeneral Corporation Law; or (iv) a distribution in dissolution other than in
\naccordance with the rights of outstanding preferred shares, if any, without a
\nmeeting by less than unanimous written consent, shall be given at least ten (10)
\ndays before the consummation of the action authorized by such approval; and<\/p>\n
(b) Prompt notice shall be given at the taking of any other corporate
\naction approved by shareholders without a meeting by less than unanimous written
\nconsent, to those shareholders entitled to vote who have not consented in
\nwriting. Such notices shall be given as provided in Section 2 of Article II of
\nthese Bylaws.<\/p>\n
Any shareholder of record or other person or entity seeking to have the
\nshareholders authorize or take corporate action by written consent shall, by
\nwritten notice to the Secretary, request the Board of Directors to fix a record
\ndate pursuant to Section 6 hereof. The Board of Directors may, at any time
\nwithin ten (10) days after the date on which such a request is received, adopt a
\nresolution fixing the record date (unless a record date has previously been
\nfixed pursuant to Section 6 hereof). If no record date has been fixed by the
\nBoard of Directors pursuant to Section 6 hereof or otherwise within ten (10)
\ndays of the date on which such a request is received, the record date for
\ndetermining shareholders entitled to consent to corporate action in writing
\nwithout a meeting, when no prior action by the Board of Directors is required by
\napplicable law, shall be the first date on which a signed written consent
\nsetting forth the action taken or proposed to be taken is delivered to the
\nCorporation by delivery to its principal place of business or to any officer or
\nagent of the Corporation having custody of the book in which proceedings of
\nmeetings of shareholders are recorded. Delivery shall be by hand or by certified
\nor registered mail, return receipt requested. If no record date has been fixed
\nby the Board of Directors and prior action by the Board of Directors is required
\nby applicable law, the record date for determining shareholders entitled to
\nconsent to corporate action in writing without a meeting shall be at the close
\nof business on the date on which the Board of Directors adopts the resolution
\ntaking such prior action.<\/p>\n
In the event of the delivery, in the manner provided by this Section 8(b),
\nto the Corporation of the requisite written consent or consents to take
\ncorporate action and\/or any related revocation or revocations, the Corporation
\nmay engage independent inspectors of elections for the purpose of performing
\npromptly a ministerial review of the validity of the consents and revocations.
\nFor the purpose of permitting the inspectors to perform such review, in the
\nevent such inspectors are appointed, no action by written consent without a
\nmeeting shall be effective until such date as such appointed independent
\ninspectors certify to the Corporation that the consents delivered to the
\nCorporation in accordance herewith represent at least the minimum number of
\nvotes that would be necessary to take the corporate action. Nothing contained in
\nthis Section 8 shall in any way be construed to suggest or imply that the Board
\nof Directors or any shareholder shall not be entitled to contest the validity of
\nany consent or revocation thereof, whether before or after any certification by
\nany independent inspectors, or to take any other action (including, without
\nlimitation, the commencement, prosecution or defense of any litigation with
\nrespect thereto, and the seeking of injunctive relief in such litigation).<\/p>\n
Every written consent shall bear the date of signature of each shareholder
\nwho signs the consent and no written consent shall be effective to take the
\ncorporate action referred to therein unless, within sixty (60) days of the
\nearliest dated written consent received in accordance with this Section 8, a
\nwritten consent or consents signed by a sufficient number of holders to take
\nsuch action are delivered to the Corporation in the manner prescribed herein.<\/p>\n
5
\n 9<\/p>\n
Any shareholder giving a written consent, or the shareholder’s proxyholder,
\nor a transferee of the shares, or a personal representative of the shareholder
\nor their respective proxyholders, may revoke the consent by a writing received
\nby the Corporation prior to the time that written consents by the number of
\nshares required to authorize the proposed action have been filed with the
\nSecretary of the Corporation, but may not do so thereafter. Such revocation is
\neffective upon its receipt by the Secretary of the Corporation.<\/p>\n
SECTION 9. Proxies. Every person entitled to vote shares or execute
\nconsents shall 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 his duly authorized
\nagent and delivered to the secretary of the corporation. A proxy shall be deemed
\nexecuted if the shareholder’s name is placed on the proxy (whether by manual
\nsignature, typewriting, telegraphic transmission or otherwise) by the
\nshareholder or the shareholder’s attorney in fact. Any proxy duly executed which
\ndoes not state that it is irrevocable shall continue in full force and effect
\nuntil (i) a writing stating that the proxy is revoked is delivered to the
\nsecretary of the corporation, (ii) a proxy bearing a later date is executed by
\nthe person who executed the prior proxy and is presented to the meeting, (iii)
\nas to any meeting, by attendance at such meeting and voting in person by the
\nperson executing the proxy or (iv) written notice of the death or incapacity of
\nthe maker of such proxy is received by the corporation before the vote pursuant
\nthereto is counted; provided that no such proxy shall be valid after the
\nexpiration of eleven (11) months from the date of its execution, unless
\notherwise provided in the proxy. The revocability of a proxy which states on its
\nface that it is irrevocable shall be governed by the provisions of sections
\n705(e) and (f) of the General Corporation Law.<\/p>\n
SECTION 10. Inspectors of Election. In advance of any meeting of
\nshareholders, the board of directors may appoint any persons other than nominees
\nfor office as inspectors of election to act at such meeting and any adjournment
\nthereof. If inspectors of election be not so appointed, the chairman of any such
\nmeeting may, and on the request of any shareholder or his proxy shall, make such
\nappointment at the meeting. The number of inspectors shall be either one or
\nthree. If appointed at a meeting on the request of one or more shareholders or
\nproxies, the majority of shares represented in person or by proxy shall
\ndetermine whether one or three inspectors are to be appointed. In case any
\nperson appointed as inspector fails to appear or fails or refuses to act, the
\nvacancy may and on the request of any shareholder or a shareholder’s proxy
\nshall, be filled by appointment by the board of directors in advance of the
\nmeeting, or at the meeting by the chairman of the meeting.<\/p>\n
The duties of such inspectors shall be as prescribed by section 707 of the
\nGeneral Corporation Law and shall include: determining the number of shares
\noutstanding and the voting power of each, the shares represented at the meeting,
\nthe existence of a quorum, the authenticity, validity and effect of proxies;
\nreceiving votes, ballots or consents; hearing and determining all challenges and
\nquestions in any way arising in connection with the right to vote; counting and
\ntabulating all votes or consents; determining when the polls shall close;
\ndetermining the result; and such acts as may be proper to conduct the election
\nor vote with fairness to all shareholders. In the determination of the validity
\nand effect of proxies the dates contained on the forms of proxy shall
\npresumptively determine the order of execution of the proxies, regardless of the
\npostmark dates on the envelopes in which they are mailed.<\/p>\n
The inspectors of election shall perform their duties impartially, in good
\nfaith, to the best of their ability and as expeditiously as is practical. If
\nthere are three inspectors of election, the decision, act or certificate of a
\nmajority is effective in all respects as the decision, act or certificate of
\nall. Any report or certificate made by the inspectors of election is prima facie
\nevidence of the facts stated therein.<\/p>\n
6
\n 10<\/p>\n
SECTION 11. Nominations and Proposals. Nominations of persons for election
\nto the Board of Directors of the Corporation and the proposal of business to be
\nconsidered by the shareholders may be made at any meeting of shareholders only
\n(a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction
\nof the Board of Directors or (c) by any shareholder of the Corporation who was a
\nshareholder of record at the time of giving of notice provided for in these
\nbylaws, who is entitled to vote at the meeting and who complies with the notice
\nprocedures set forth in this Section 11.<\/p>\n
For nominations or other business to be properly brought before a
\nshareholders meeting by a shareholder pursuant to clause (c) of the preceding
\nsentence, the shareholder must have given timely notice thereof in writing to
\nthe Secretary of the Corporation and such other business must otherwise be a
\nproper matter for shareholder action. To be timely, a shareholder’s notice shall
\nbe delivered to the Secretary at the principal executive offices of the
\nCorporation not later than the close of business on the 60th day nor earlier
\nthan the close of business on the 90th day prior to the meeting; provided,
\nhowever, that in the event that less than 65 days notice of the meeting is given
\nto shareholders, notice by the shareholder to be timely must be so delivered not
\nearlier than the close of business on the seventh (7th) day following the day on
\nwhich the notice of meeting was mailed. In no event shall the public
\nannouncement of an adjournment of a shareholders meeting commence a new time
\nperiod for the giving of a shareholder’s notice as described above. Such
\nshareholder’s notice shall set forth (a) as to each person whom the shareholder
\nproposes to nominate for election or reelection as a director all information
\nrelating to such person that is required to be disclosed in solicitations of
\nproxies for election of directors in an election contest, or is otherwise
\nrequired, in each case pursuant to Regulation 14A under the Securities Exchange
\nAct of 1934, as amended (or any successor thereto) and Rule 14a-11 thereunder
\n(or any successor thereto) (including such person’s written consent to being
\nnamed in the proxy statement as a nominee and to serving as a director if
\nelected); (b) as to any other business that the shareholder proposes to bring
\nbefore the meeting, a brief description of the business desired to be brought
\nbefore the meeting, the reasons for conducting such business at the meeting and
\nany material interest in such business of such shareholder and the beneficial
\nowner, if any, on whose behalf the proposal is made; and (c) as to the
\nshareholder giving the notice and the beneficial owner, if any, on whose behalf
\nthe nomination or proposal is made (i) the name and address of such shareholder,
\nas they appear on the Corporation’s books, and of such beneficial owner, and
\n(ii) the class and number of shares of the Corporation which are owned
\nbeneficially and of record by such shareholder and such beneficial owner.
\nNotwithstanding any provision herein to the contrary, no business shall be
\nconducted at a shareholders meeting except in accordance with the procedures set
\nforth in this Section 11.<\/p>\n
ARTICLE III.<\/p>\n
BOARD OF DIRECTORS<\/p>\n
SECTION 1. Powers of the Board. Subject to the provisions of the General
\nCorporation Law and any limitations in the articles of incorporation and these
\nbylaws as to action to be authorized or approved by the shareholders, the
\nbusiness and affairs of the corporation shall be managed and all corporate
\npowers shall be exercised by or under the direction of the board of directors.
\nWithout prejudice to such general powers, but subject to the same limitations,
\nit is hereby expressly declared that the board of directors shall have the
\nfollowing powers:<\/p>\n
First: To conduct, manage and control the affairs and business of the
\ncorporation and to make such rules and regulations therefor, not inconsistent
\nwith law or with the articles of incorporation or with these bylaws, as they may
\ndeem best;<\/p>\n
7
\n 11<\/p>\n
Second: To elect and remove at pleasure the officers, agents and
\nemployees of the corporation, prescribe their duties and fix their compensation;<\/p>\n
Third: To authorize the issue of shares of stock of the corporation
\nfrom time to time upon such terms as may be lawful, in consideration of money
\npaid, labor done, services actually rendered to the corporation or for its
\nbenefit or in its formation or reorganization, debts or securities canceled, and
\ntangible or intangible property actually received, but neither promissory notes
\nof the purchaser (unless adequately secured by collateral other than the shares
\nacquired or unless permitted by section 408 of the General Corporation Law) nor
\nfuture services shall constitute payment or part payment for the shares of the
\ncorporation;<\/p>\n
Fourth: To borrow money and incur indebtedness for the purposes of the
\ncorporation and to cause to be executed and delivered therefor, in the corporate
\nname, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
\nhypothecations or other evidences of debt and securities therefor;<\/p>\n
Fifth: To alter, repeal or amend, from time to time, and at any time,
\nthese bylaws and any and all amendments of the same, and from time to time, and
\nat any time, to make and adopt such new and additional bylaws as may be
\nnecessary and proper, subject to the power of the shareholders to adopt, amend
\nor repeal such bylaws, or to revoke the delegation of authority of the
\ndirectors, as provided by law or by Article VIII of these bylaws; and<\/p>\n
Sixth: By resolution adopted by a majority of the authorized number of
\ndirectors, to designate an executive and\/or other committees, each consisting of
\ntwo or more directors, to serve at the pleasure of the board, and to prescribe
\nthe manner in which proceedings of such committee shall be conducted. The
\nappointment of members or alternate members (who may replace any absent member
\nat any meeting of the committee) of a committee requires the vote of a majority
\nof the authorized number of directors. Any such committee, to the extent
\nprovided in a resolution of the board, shall have all of the authority of the
\nboard, except with respect to:<\/p>\n
(i) The approval of any action for which the General Corporation
\nLaw or the articles of incorporation also require shareholder approval;<\/p>\n
(ii) The filling of vacancies on the board or in any committee;<\/p>\n
(iii) The fixing of compensation of the directors for serving on
\nthe board or on any committee;<\/p>\n
(iv) The adoption, amendment or repeal of bylaws;<\/p>\n
(v) The amendment or repeal of any resolution of the board which
\nby its express terms is not so amendable or repealable;<\/p>\n
(vi) Any distribution to the shareholders, except at a rate or in a
\nperiodic amount or within a price range determined by the board; and<\/p>\n
(vii) The appointment of other committees of the board or the
\nmembers thereof.<\/p>\n
SECTION 2. Number of Directors. The number of directors of the corporation
\nshall be not less than five (5) nor more than nine (9). The exact number of
\ndirectors shall be five (7) until changed, within the limits specified above, by
\na bylaw amending this Section 3.2, duly adopted by the board of directors or by
\nthe shareholders. The indefinite number of directors may be changed, or a
\ndefinite number may be fixed without <\/p>\n
8
\n 12<\/p>\n
provision for an indefinite number, by a duly adopted amendment to the articles
\nof incorporation or by an amendment to this bylaw duly adopted by the vote or
\nwritten consent of holders of a majority of the outstanding shares entitled to
\nvote; provided, however, that an amendment reducing the fixed number of or the
\nminimum number of directors to a number less than five (5) cannot be adopted if
\nthe votes cast against its adoption at a meeting, or the shares not consenting
\nin the case of an action by written consent, are equal to more than sixteen and
\ntwo-thirds percent (16 2\/3%) of the outstanding shares entitled to vote thereon.
\nNo amendment may change the stated maximum number of authorized directors to a
\nnumber greater than two (2) times the stated minimum number of directors minus
\none (1). No reduction of the authorized number of directors shall have the
\neffect of removing any director before the director’s term of office expires.<\/p>\n
SECTION 3. Election of Directors. The directors shall be elected at each
\nannual meeting of shareholders, but if any such annual meeting is not held or
\nthe directors are not elected thereat, the directors may be elected at any
\nspecial meeting of shareholders held for that purpose. Each director, including
\na director elected to fill a vacancy, shall hold office until his successor is
\nelected, except as otherwise provided by statute.<\/p>\n
SECTION 4. Vacancies; Resignation. A vacancy in the board of directors
\nshall be deemed to exist in case of the death, resignation or removal of any
\ndirector, if the authorized number of directors be increased, or if the
\nshareholders fail, at any annual or special meeting of shareholders at which any
\ndirector or directors are elected, to elect the full authorized number of
\ndirectors to be voted for at that meeting. The board of directors may declare
\nvacant the office of a director who has been declared of unsound mind by an
\norder of court or has been convicted of a felony.<\/p>\n
Vacancies in the board of directors, except for a vacancy created by the
\nremoval of a director, may be filled by a majority of the directors then in
\noffice, whether or not less than a quorum, or by a sole remaining director, and
\neach director so elected shall hold office until his successor is elected at an
\nannual or a special meeting of the shareholders. A vacancy in the board of
\ndirectors created by the removal of a director may only be filled by the vote of
\na majority of the shares represented and voting at a duly held meeting at which
\na quorum is present (which shares voting affirmatively also constitute at least
\na majority of the required quorum), or by the written consent of the holders of
\nall of the outstanding shares.<\/p>\n
The shareholders may elect a director or directors at any time to fill any
\nvacancy or vacancies not filled by the directors. Any such election by written
\nconsent other than to fill a vacancy created by removal shall require the
\nconsent of holders of a majority of the outstanding shares entitled to vote.<\/p>\n
Any director may resign effective upon giving written notice to the
\nchairman of the board, the president, the secretary or the board of directors of
\nthe corporation, unless the notice specifies a later time for the effectiveness
\nof such resignation. If the board of directors accepts the resignation of a
\ndirector tendered to take effect at a future time, the board or the shareholders
\nshall have power to elect a successor to take office when the resignation is to
\nbecome effective.<\/p>\n
No reduction of the authorized number of the directors shall have the
\neffect of removing any director prior to the expiration of his term of office.<\/p>\n
9
\n 13<\/p>\n
ARTICLE IV.<\/p>\n
MEETINGS OF DIRECTORS<\/p>\n
SECTION 1. Location of Meetings. Regular meetings of the board of directors
\nshall be held at any place within or without the State of California that has
\nbeen designated from time to time by the board of directors. In the absence of
\nsuch designation, regular meetings shall be held at the principal executive
\noffice of the corporation, except as provided in Section 2. Special meetings of
\nthe board of directors may be held at any place within or without the State of
\nCalifornia which has been designated in the notice of the meeting, or, if not
\ndesignated in the notice or if there is no notice, at the principal executive
\noffice of the corporation.<\/p>\n
SECTION 2. Regular Meetings. Immediately following each annual meeting of
\nthe shareholders there shall be a regular meeting of the board of directors of
\nthe corporation at the place of said annual meeting or at such other place as
\nshall have been designated by the board of directors for the purpose of
\norganization, election of officers and the transaction of other business. Other
\nregular meetings of the board of directors shall be held without call on such
\ndate and time as may be fixed by the board of directors; provided, however, that
\nshould any such day fall on a legal holiday, then said meeting shall be held at
\nthe same time on the next business day thereafter ensuing which is not a legal
\nholiday. Notice of regular meetings of the directors is hereby dispensed with
\nand no notice whatever of any such meeting need be given, provided that notice
\nof any change in the time or place of regular meetings shall be given to all of
\nthe directors in the same manner as notice for special meetings of the board of
\ndirectors.<\/p>\n
SECTION 3. Special Meetings; Notice. Special meetings of the board of
\ndirectors for any purpose or purposes may be called at any time by the chairman
\nof the board or president or, if both the chairman of the board and the
\npresident are absent or are unable or refuse to act, by any vice president or by
\nany two directors. Notice of the time and place of special meetings shall be
\ndelivered personally or by telephone to each director, or sent by first-class
\nmail or telegram or facsimile transmission, charges prepaid, addressed to him at
\nhis address as it appears upon the records of the corporation or, if it is not
\nso shown on the records and is not readily ascertainable, at the place at which
\nthe meetings of the directors are regularly held. In case such notice is mailed,
\nit shall be deposited in the United States mail at least four (4) days prior to
\nthe time of the holding of the meeting. In case such notice is delivered
\npersonally, telephoned, telegraphed or sent by facsimile transmission, it shall
\nbe delivered to the director or transmitted to the director at least forty-eight
\n(48) hours prior to the time of the holding of the meeting. Any notice given
\npersonally or by telephone, telegraph or facsimile may be communicated to either
\nthe director or to a person at the office of the director whom the person giving
\nthe notice has reason to believe will promptly communicate it to the director.
\nSuch deposit in the mail, delivery to a common carrier, transmission by
\nelectronic means or delivery, personally or by telephone, as above provided,
\nshall be due, legal and personal notice to such directors. The notice need not
\nspecify the place of the meeting if the meeting is to be held at the principal
\nexecutive office of the corporation, and need not specify the purpose of the
\nmeeting.<\/p>\n
SECTION 4. Quorum. Presence of a majority of the authorized number of
\ndirectors at a meeting of the board of directors constitutes a quorum for the
\ntransaction of business, except as hereinafter provided. Members of the board
\nmay participate in a meeting through use of conference telephone or similar
\ncommunications equipment, so long as all members participating in such meeting
\ncan hear one another. Every act or decision done or made by a majority of the
\ndirectors present at a meeting duly held at which a quorum is present shall be
\nregarded as the act of the board of directors, subject to the provisions of
\nsections 310, 311 and 317 of the General Corporation Law. A meeting at which a
\nquorum is initially present may continue to transact business notwithstanding
\nthe withdrawal of directors, provided that any action taken is approved by at
\nleast a majority of the required quorum for such meeting. A majority of the
\ndirectors present, whether or not a quorum is present, may adjourn any meeting
\nto another time and place. If the meeting is adjourned for more than twenty-four
\n(24) hours, notice of any adjournment to another time <\/p>\n
10
\n 14<\/p>\n
or place (other than adjournments until the time fixed for the next regular
\nmeeting of the board of directors, as to which no notice is required) shall be
\ngiven prior to the time of the adjourned meeting to the directors who were not
\npresent at the time of the adjournment.<\/p>\n
SECTION 5. Waiver of Notice. Notice of a meeting need not be given to any
\ndirector who signs a waiver of notice or a consent to holding the meeting or an
\napproval of the minutes thereof, whether before or after the meeting, or who
\nattends the meeting without protesting, prior thereto or at its commencement,
\nthe lack of notice to such director. All such waivers, consents and approvals
\nshall be filed with the corporate records or made a part of the minutes of the
\nmeeting.<\/p>\n
SECTION 6. Action by Written Consent. Any action required or permitted to
\nbe taken by the board of directors, may be taken without a meeting if all
\nmembers of the board shall individually or collectively consent in writing to
\nsuch action. Such written consent or consents shall be filed with the minutes of
\nthe proceedings of the board. Such action by written consent shall have the same
\nforce and effect as a unanimous vote of such directors.<\/p>\n
SECTION 7. Committees. The provisions of this Article IV shall also apply,
\nwith necessary changes in points of detail, to committees of the board of
\ndirectors, if any, and to actions by such committees (except for the first
\nsentence of Section 2 of Article IV, which shall not apply, and except that
\nspecial meetings of a committee may also be called at any time by any two
\nmembers of the committee), unless otherwise provided by these bylaws or by the
\nresolution of the board of directors designating such committees. For such
\npurpose, references to “the board” or “the board of directors” shall be deemed
\nto refer to each such committee and references to “directors” and “members of
\nthe board” shall be deemed to refer to members of the committee.<\/p>\n
SECTION 8. Compensation of Directors. Directors and members of committees
\nmay receive such compensation, if any, for their services, and such
\nreimbursement for expenses, as may be fixed or determined by resolution of the
\nboard.<\/p>\n
SECTION 9. Indemnification. The corporation shall, to the maximum extent
\npermitted by the General Corporation Law, indemnify each of its agents against
\nexpenses, judgments, fines, settlements and other amounts actually and
\nreasonably incurred in connection with any proceeding arising by reason of the
\nfact that any such person is or was an agent of the corporation. For purposes of
\nthis Section, an “agent” of the corporation includes any person who is or was a
\ndirector, officer, employee or other agent of the corporation, or who is or was
\nserving at the request of the corporation as a director, officer, employee or
\nagent of another corporation, partnership, joint venture, trust or other
\nenterprise, or who was a director, officer, employee or agent of a corporation
\nwhich was a predecessor of the corporation or of another enterprise at the
\nrequest of such predecessor corporation.<\/p>\n
11
\n 15<\/p>\n
ARTICLE V.<\/p>\n
OFFICERS<\/p>\n
SECTION 1. Designation of Officers. The officers of the corporation shall
\nbe a chairman of the board or a president, or both, a secretary, and a
\ntreasurer, who shall also be the chief financial officer of the corporation. The
\ncorporation may also have, at the discretion of the board of directors, one or
\nmore vice presidents, one or more assistant secretaries, one or more assistant
\ntreasurers, and such other officers as may be designated from time to time by
\nthe board of directors. Any number of offices may be held by the same person.
\nThe officers shall be elected by the board of directors and shall hold office at
\nthe pleasure of such board.<\/p>\n
SECTION 2. Chairman of the Board. The chairman of the board, if there be
\nsuch officer, shall, if present, preside at all meetings of the board of
\ndirectors and exercise and perform such other powers and duties as may be from
\ntime to time assigned to him by the board of directors or prescribed by the
\nbylaws. If there is not a president, the chairman of the board shall, in
\naddition, be the general manager and chief executive officer of the corporation
\nand shall have the powers and duties prescribed in Section 3 of Article V of
\nthese bylaws.<\/p>\n
SECTION 3. President. Subject to such powers and duties, if any, as may be
\nprescribed by these bylaws or the board of directors for the chairman of the
\nboard, if there be such officer, the president shall be the general manager and
\nchief executive officer of the corporation and shall, subject to the control of
\nthe board of directors, have general supervision, direction and control of the
\nbusiness and officers of the corporation. He shall preside at all meetings of
\nthe shareholders and, in the absence of the chairman of the board, or if there
\nbe none, at all meetings of the board of directors. He shall have all of the
\npowers and shall perform all of the duties which are ordinarily inherent in the
\noffice of the president, and he shall have such further powers and shall perform
\nsuch further duties as may be prescribed for him by the board of directors.<\/p>\n
SECTION 4. Vice Presidents. In the absence or disability or refusal to act
\nof the president, the vice presidents in order of their rank as fixed by the
\nboard of directors, or, if not ranked, the vice president designated by the
\npresident or the board of directors, shall perform all of the duties of the
\npresident and when so acting shall have all the powers of and be subject to all
\nthe restrictions upon the president. The vice presidents shall have such other
\npowers and perform such other duties as from time to time may be prescribed for
\nthem, respectively, by the board of directors or the bylaws.<\/p>\n
SECTION 5. Secretary. The secretary shall keep or cause to be kept at the
\nprincipal executive office of the corporation or such other place as the board
\nof directors may order, a book of minutes of all proceedings of the
\nshareholders, the board of directors and committees of the board, with the time
\nand place of holding, whether regular or special, and if special how authorized,
\nthe notice thereof given, the names of those present at directors’ and committee
\nmeetings, and the number of shares present or represented at shareholders’
\nmeetings. The secretary shall keep or cause to be kept at the principal
\nexecutive office or at the office of the corporation’s transfer agent a record
\nof shareholders or a duplicate record of shareholders showing the names of the
\nshareholders and their addresses, the number of shares and classes of shares
\nheld by each, the number and date of certificates issued for the same and the
\nnumber and date of cancellation of every certificate surrendered for
\ncancellation. The secretary or an assistant secretary, or, if they are absent or
\nunable or refuse to act, any other officer of the corporation, shall give or
\ncause to be given notice of all the meetings of the shareholders, the board of
\ndirectors and committees of the board required by the bylaws or by law to be
\ngiven, and he shall keep the seal of the corporation, if any, in safe <\/p>\n
12
\n 16<\/p>\n
custody and shall have such other powers and perform such other duties as may be
\nprescribed by the board of directors or by the bylaws.<\/p>\n
SECTION 6. Assistant Secretary. It shall be the duty of the assistant
\nsecretaries to assist the secretary in the performance of his duties and
\ngenerally to perform such other duties as may be delegated to them by the board
\nof directors.<\/p>\n
SECTION 7. Treasurer. The treasurer shall be the chief financial officer of
\nthe corporation and shall keep and maintain, or cause to be kept and maintained,
\nadequate and correct books and records of account of the corporation. He shall
\nreceive and deposit all moneys and other valuables belonging to the corporation
\nin the name and to the credit of the corporation and shall disburse the same
\nonly in such manner as the board of directors or the appropriate officers of the
\ncorporation may from time to time determine, shall render to the president and
\nthe board of directors, whenever they request it, an account of all his
\ntransactions as treasurer and of the financial condition of the corporation, and
\nshall perform such further duties as the board of directors may require.<\/p>\n
SECTION 8. Assistant Treasurer. It shall be the duty of the assistant
\ntreasurers to assist the treasurer in the performance of his duties and
\ngenerally to perform such other duties as may be delegated to them by the board
\nof directors.<\/p>\n
ARTICLE VI.<\/p>\n
MISCELLANEOUS<\/p>\n
SECTION 1. Record Date. The board of directors may fix a time in the future
\nas a record date for the determination of the shareholders entitled to notice of
\nand to vote at any meeting of shareholders or entitled to give consent to
\ncorporate action in writing without a meeting, to receive any report, to receive
\nany dividend or distribution, or any allotment of rights, or to exercise rights
\nin respect to any change, conversion, or exchange of shares. The record date so
\nfixed shall be not more than sixty (60) days nor less than ten (10) days prior
\nto the date of any meeting, nor more than sixty (60) days prior to any other
\nevent for the purposes of which it is fixed. When a record date is so fixed,
\nonly shareholders of record at the close of business on that date are entitled
\nto notice of and to vote at any such meeting, to give consent without a meeting,
\nto receive any report, to receive a dividend, distribution, or allotment of
\nrights, or to exercise the rights, as the case may be, notwithstanding any
\ntransfer of any shares on the books of the corporation after the record date,
\nexcept as otherwise provided by statute or in the articles of incorporation or
\nbylaws.<\/p>\n
If the board of directors does not so fix a record date:<\/p>\n
(a) The record date for determining shareholders entitled to notice of
\nor to vote at a meeting of shareholders shall be at the close of business on the
\nbusiness day next preceding the day on which notice is given or, if notice is
\nwaived, at the close of business on the business day next preceding the day on
\nwhich the meeting is held.<\/p>\n
(b) The record date for determining shareholders entitled to give
\nconsent to corporate action in writing without a meeting, when no prior action
\nby the board has been taken, shall be the day on which the first written consent
\nis given.<\/p>\n
(c) The record date for determining shareholders for any other purpose
\nshall be at the close of business on the day on which the board adopts the
\nresolution relating thereto, or the sixtieth (60th) day prior to the date of
\nsuch other action, whichever is later.<\/p>\n
13
\n 17<\/p>\n
SECTION 2. Inspection of Corporate Records. The accounting books and
\nrecords, the record of shareholders, and minutes of proceedings of the
\nshareholders and the board and committees of the board of this corporation and
\nany subsidiary of this corporation shall be open to inspection upon the written
\ndemand on the corporation of any shareholder or holder of a voting trust
\ncertificate at any reasonable time during usual business hours, for a purpose
\nreasonably related to such holder’s interests as a shareholder or as the holder
\nof such voting trust certificate. Such inspection by a shareholder or holder of
\na voting trust certificate may be made in person or by agent or attorney, and
\nthe right of inspection includes the right to copy and make extracts.<\/p>\n
Every director shall have the absolute right at any reasonable time to
\ninspect and copy all books, records and documents of every kind and to inspect
\nthe physical properties of the corporation and its subsidiary corporations. Such
\ninspection by a director may be made in person or by agent or attorney and the
\nright of inspection includes the right to copy and make extracts.<\/p>\n
SECTION 3. Certificates for Shares. Every holder of shares in the
\ncorporation shall be entitled to have a certificate signed in the name of the
\ncorporation by the chairman or vice chairman of the board or the president or a
\nvice president and by the treasurer or an assistant treasurer 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.<\/p>\n
Any such certificate shall contain such legend or other statement as may be
\nrequired by the California Corporate Securities Law of 1968, the Federal
\nsecurities laws, and any agreement between the corporation and the issuee
\nthereof.<\/p>\n
Certificates for shares may be issued prior to full payment under such
\nrestrictions and for such purposes as the board of directors or the bylaws may
\nprovide; provided, however, that any such certificate so issued prior to full
\npayment shall state on the face thereof the amount remaining unpaid and the
\nterms of payment thereof.<\/p>\n
SECTION 4. Representation of Shares of Other Corporations. The president or
\nany vice president or the secretary or any assistant secretary of this
\ncorporation is authorized to vote, represent and exercise on behalf of this
\ncorporation all rights incident to any and all shares of any other corporation
\nor corporations standing in the name of this corporation. The authority herein
\ngranted to said officers to vote or represent on behalf of this corporation any
\nand all shares held by this corporation in any other corporation or corporations
\nmay be exercised either by such officers in person or by any other person
\nauthorized so to do by proxy or power of attorney duly executed by said
\nofficers.<\/p>\n
SECTION 5. Inspection of Bylaws. The corporation shall keep in its
\nprincipal executive office in California, or if its principal executive office
\nis not in California, then at its principal business office in California (or
\notherwise provide upon written request of any shareholder), the original or a
\ncopy of the bylaws as amended to date, certified by the secretary, which shall
\nbe open to inspection by the shareholders at all reasonable times during office
\nhours.<\/p>\n
SECTION 6. Construction and Definitions. Unless the context otherwise
\nrequires, the general provisions, rules of construction and definitions
\ncontained in the General Corporation Law shall govern the construction of these
\nbylaws. Without limiting the generality of the foregoing, the masculine gender
\nincludes the feminine and neuter, the singular number includes the plural and
\nthe plural number includes the singular, and the term “person” includes a
\ncorporation as well as a natural person.<\/p>\n
14
\n 18<\/p>\n
ARTICLE VII.<\/p>\n
AMENDMENTS<\/p>\n
SECTION 1. Amendment by Shareholders. New bylaws may be adopted or these
\nbylaws may be amended or repealed by the affirmative vote or written consent of
\na majority of the outstanding shares entitled to vote, except as otherwise
\nprovided by law or by the articles of incorporation or these bylaws.<\/p>\n
SECTION 2. Amendment by Board of Directors. Subject to the right of
\nshareholders as provided in Section 1 of this Article to adopt, amend or repeal
\nbylaws, and except as otherwise provided by law or by the articles of
\nincorporation, bylaws (other than a bylaw or amendment thereof changing the
\nauthorized maximum or minimum number of directors) may be adopted, amended or
\nrepealed by the board of directors.<\/p>\n
ARTICLE VIII.<\/p>\n
ANNUAL AND OTHER REPORTS<\/p>\n
SECTION 1. Annual Report to Shareholders.<\/p>\n
(a) So long as the corporation shall have fewer than one hundred
\nshareholders of record (determined as provided in section 605 of the General
\nCorporation Law), the requirement of section 1501(a) of said law that an annual
\nreport be sent to the shareholders is expressly waived.<\/p>\n
(b) Notwithstanding subdivision (a) of this Section, the corporation
\nshall, upon the written request of any shareholder made more than one hundred
\ntwenty (120) days after the close of a fiscal year, deliver or mail to the
\nperson making the request, within thirty (30) days thereafter, the financial
\nstatements required by section 1501(a) of the General Corporation Law.<\/p>\n
SECTION 2. Request for Financial Statements. A shareholder or shareholders
\nholding at least five percent (5%) of the outstanding shares of any class of the
\ncorporation may make a written request to the corporation for an income
\nstatement of the corporation for the three-month, six-month or nine-month period
\nof the current fiscal year ended more than thirty (30) days prior to the date of
\nthe request and a balance sheet of the corporation as of the end of such period
\nand, in addition, if no annual report for the last fiscal year has been sent to
\nshareholders, the statements referred to in section 1501(a) of the General
\nCorporation Law for the last fiscal year. The corporation shall deliver or mail
\nthe statements to the person making the request within thirty (30) days
\nthereafter. A copy of any such statements shall be kept on file in the principal
\nexecutive office of the corporation for twelve (12) months and they shall be
\nexhibited at all reasonable times to any shareholder demanding an examination of
\nthem or a copy shall be mailed to such shareholder. The quarterly income
\nstatements and balance sheets referred to in this Section shall be accompanied
\nby the report thereon, if any, of any independent accountants engaged by the
\ncorporation or the certificate of an authorized officer of the corporation that
\nsuch financial statements were prepared without audit from the books and records
\nof the corporation.<\/p>\n
15<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6538],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9573,9574],"class_list":["post-41489","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-3dfx-interactive-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\/41489","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=41489"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41489"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41489"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41489"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}