\n 9.2 AMENDMENT BY DIRECTORS………………………………. 21
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n -iii-<\/p>\n
5<\/p>\n
AMENDED AND RESTATED<\/p>\n
BYLAWS<\/p>\n
OF<\/p>\n
PIXAR<\/p>\n
ARTICLE I<\/p>\n
CORPORATE OFFICES<\/p>\n
1.1 PRINCIPAL OFFICE<\/p>\n
The board of directors shall fix the location of the principal executive
\noffice of the corporation at any place within or outside the State of
\nCalifornia. If the principal executive office is located outside such state and
\nthe corporation has one or more business offices in such state, then the board
\nof directors shall fix and designate a principal business office in the State of
\nCalifornia. <\/p>\n
1.2 OTHER OFFICES<\/p>\n
The board of directors may at any time establish branch or subordinate
\noffices at any place or places where the corporation is qualified to do
\nbusiness. <\/p>\n
ARTICLE II<\/p>\n
MEETINGS OF SHAREHOLDERS<\/p>\n
2.1 PLACE OF MEETINGS<\/p>\n
Meetings of shareholders shall be held at any place within or outside the
\nState of California designated by the board of directors. In the absence of any
\nsuch designation, shareholders’ meetings shall be held at the principal
\nexecutive office of the corporation.<\/p>\n
2.2 ANNUAL MEETING<\/p>\n
The annual meeting of shareholders shall be held each year on a date and at
\na time designated by the board of directors. In the absence of such designation,
\nthe annual meeting of shareholders shall be held on the third Wednesday of May
\nin each year at 10 am. However, if such day falls on a legal holiday, then the
\nmeeting shall be held at the same time and place on the next succeeding full<\/p>\n
6<\/p>\n
business day. At the meeting, directors shall be elected, and any other proper
\nbusiness may be transacted.<\/p>\n
2.3 SPECIAL MEETING<\/p>\n
A special meeting of the shareholders may be called at any time by the
\nboard of directors, or by the chairman of the board, or by the president, or by
\none or more shareholders holding shares in the aggregate entitled to cast not
\nless than ten percent (10%) of the votes at that meeting.<\/p>\n
If a special meeting is called by any person or persons other than the
\nboard of directors or the president or the chairman of the board, then the
\nrequest shall be in writing, specifying the time of such meeting and the general
\nnature of the business proposed to be transacted, and shall be delivered
\npersonally or sent by registered mail or by telegraphic or other facsimile
\ntransmission to the chairman of the board, the president, any vice president or
\nthe secretary of the corporation. The officer receiving the request shall cause
\nnotice to be promptly given to the shareholders entitled to vote, in accordance
\nwith the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will
\nbe held at the time requested by the person or persons calling the meeting, so
\nlong as that time is not less than thirty-five (35) nor more than sixty (60)
\ndays after the receipt of the request. If the notice is not given within twenty
\n(20) days after receipt of the request, then the person or persons requesting
\nthe meeting may give the notice. Nothing contained in this paragraph of this
\nSection 2.3 shall be construed as limiting, fixing or affecting the time when a
\nmeeting of shareholders called by action of the board of directors may be held.<\/p>\n
2.4 NOTICE OF SHAREHOLDERS’ MEETINGS<\/p>\n
All notices of meetings of shareholders shall be sent or otherwise given in
\naccordance with Section 2.5 of these bylaws not less than ten (10) (or, if sent
\nby third-class mail pursuant to Section 2.5 of these bylaws, thirty (30)) nor
\nmore than sixty (60) days before the date of the meeting. The notice shall
\nspecify the place, date, and hour of the meeting and (i) in the case of a
\nspecial meeting, the general nature of the business to be transacted (no
\nbusiness other than that specified in the notice may be transacted) or (ii) in
\nthe case of the annual meeting, those matters which the board of directors, at
\nthe time of giving the notice, intends to present for action by the shareholders
\n(but subject to the provisions of the next paragraph of this Section 2.4 any
\nproper matter may be presented at the meeting for such action). The notice of
\nany meeting at which directors are to be elected shall include the name of any
\nnominee or nominees who, at the time of the notice, the board intends to present
\nfor election.<\/p>\n
If action is proposed to be taken at any meeting for approval of (i) a
\ncontract or transaction in which a director has a direct or indirect financial
\ninterest, pursuant to Section 310 of the Corporations Code of California (the
\n“Code”), (ii) an amendment of the articles of incorporation, pursuant to Section
\n902 of the Code, (iii) a reorganization of the corporation, pursuant to Section
\n1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to
\nSection 1900 of the Code, or (v) a distribution in dissolution other than in
\naccordance with the rights of outstanding preferred shares, pursuant to Section
\n2007 of the Code, then the notice shall also state the general nature of that
\nproposal.<\/p>\n
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2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE<\/p>\n
Written notice of any meeting of shareholders shall be given either (i)
\npersonally or (ii) by first-class mail or (iii) by third-class mail but only if
\nthe corporation has outstanding shares held of record by five hundred (500) or
\nmore persons (determined as provided in Section 605 of the Code) on the record
\ndate for the shareholders’ meeting, or (iv) by telegraphic or other written
\ncommunication. Notices not personally delivered shall be sent charges prepaid
\nand shall be addressed to the shareholder at the address of that shareholder
\nappearing on the books of the corporation or given by the shareholder to the
\ncorporation for the purpose of notice. If no such address appears on the
\ncorporation’s books or is given, notice shall be deemed to have been given if
\nsent to that shareholder by mail or telegraphic or other written communication
\nto the corporation’s principal executive office, or if published at least once
\nin a newspaper of general circulation in the county where that office is
\nlocated. Notice shall be deemed to have been given at the time when delivered
\npersonally or deposited in the mail or sent by telegram or other means of
\nwritten communication.<\/p>\n
If any notice addressed to a shareholder at the address of that 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 to the shareholder at that address, then
\nall future notices or reports shall be deemed to have been duly given without
\nfurther mailing if the same shall be available to the shareholder on written
\ndemand of the shareholder at the principal executive office of the corporation
\nfor a period of one (1) year from the date of the giving of the notice.<\/p>\n
An affidavit of the mailing or other means of giving any notice of any
\nshareholders’ meeting, executed by the secretary, assistant secretary or any
\ntransfer agent of the corporation giving the notice, shall be prima facie
\nevidence of the giving of such notice.<\/p>\n
2.6 QUORUM<\/p>\n
The presence in person or by proxy of the holders of a majority of the
\nshares entitled to vote thereat constitutes a quorum for the transaction of
\nbusiness at all meetings of shareholders. The shareholders present at a duly
\ncalled or held meeting at which a quorum is present may continue to do 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
2.7 ADJOURNED MEETING; NOTICE<\/p>\n
Any shareholders’ meeting, annual or special, whether or not a quorum is
\npresent, may be adjourned from time to time by the vote of the majority of the
\nshares represented at that meeting, either in person or by proxy. In the absence
\nof a quorum, no other business may be transacted at that meeting except as
\nprovided in Section 2.6 of these bylaws.<\/p>\n
-3-<\/p>\n
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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 are announced at the meeting at which the adjournment is taken.
\nHowever, if a new record date for the adjourned meeting is fixed or if the
\nadjournment is for more than forty-five (45) days from the date set for the
\noriginal meeting, then notice of the adjourned meeting shall be given. Notice of
\nany such adjourned meeting shall be given to each shareholder of record entitled
\nto vote at the adjourned meeting in accordance with the provisions of Sections
\n2.4 and 2.5 of these bylaws. At any adjourned meeting the corporation may
\ntransact any business which might have been transacted at the original meeting.<\/p>\n
2.8 VOTING<\/p>\n
The shareholders entitled to vote at any meeting of shareholders shall be
\ndetermined in accordance with the provisions of Section 2.11 of these bylaws,
\nsubject to the provisions of Sections 702 through 704 of the Code (relating to
\nvoting shares held by a fiduciary, in the name of a corporation or in joint
\nownership).<\/p>\n
The shareholders’ vote may be by voice vote or by ballot; provided,
\nhowever, that any election for directors must be by ballot if demanded by any
\nshareholder at the meeting and before the voting has begun.<\/p>\n
Except as provided in the articles of incorporation, each outstanding
\nshare, regardless of class, shall be entitled to one vote on each matter
\nsubmitted to a vote of the shareholders. Any shareholder entitled to vote on any
\nmatter may vote part of the shares in favor of the proposal and refrain from
\nvoting the remaining shares or, except when the matter is the election of
\ndirectors, may vote them against the proposal; but, if the shareholder fails to
\nspecify the number of shares which the shareholder is voting affirmatively, it
\nwill be conclusively presumed that the shareholder’s approving vote is with
\nrespect to all shares which the shareholder is entitled to vote.<\/p>\n
If a quorum is present, the affirmative vote of the majority of the shares
\nrepresented and voting at a duly held meeting (which shares voting affirmatively
\nalso constitute at least a majority of the required quorum) shall be the act of
\nthe shareholders, unless the vote of a greater number or a vote by classes is
\nrequired by the Code or by the articles of incorporation.<\/p>\n
No shareholder entitled to vote at any election of directors shall be
\nentitled to cumulate votes for candidates in nomination either (i) by giving one
\ncandidate a number of votes equal to the number of directors to be elected
\nmultiplied by the number of votes to which that shareholder’s shares are
\nnormally entitled or (ii) by distributing the shareholder’s votes on the same
\nprinciple among any or all of the candidates, as the shareholder thinks fit.
\nThis paragraph shall become effective only when the corporation becomes a
\n“listed corporation” within the meaning of Section 301.5 of the California
\nCorporations Code. This paragraph may not be modified, amended, rescinded or
\nrepealed except by a duly adopted amendment to the articles of incorporation or
\nby an amendment to this bylaw duly adopted by the vote or written consent of the
\nholders of a majority of the outstanding shares entitled to vote.<\/p>\n
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2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT<\/p>\n
The transactions of any meeting of shareholders, either annual or special,
\nhowever called and noticed, and wherever held, shall be as valid as though they
\nhad been taken at a meeting duly held after regular call and notice, if a quorum
\nbe present either in person or by proxy, and if, either before or after the
\nmeeting, each person entitled to vote, who was not present in person or by
\nproxy, signs a written waiver of notice or a consent to the holding of the
\nmeeting or an approval of the minutes thereof. The waiver of notice or consent
\nor approval need not specify either the business to be transacted or the purpose
\nof any annual or special meeting of shareholders, except that if action is taken
\nor proposed to be taken for approval of any of those matters specified in the
\nsecond paragraph of Section 2.4 of these bylaws, the waiver of notice or consent
\nor approval shall state the general nature of the proposal. All such waivers,
\nconsents, and approvals shall be filed with the corporate records or made a part
\nof the minutes of the meeting.<\/p>\n
Attendance by a person at a meeting shall also constitute a waiver of
\nnotice of and presence at that 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. Attendance at a meeting is not a waiver of
\nany right to object to the consideration of matters required by the Code to be
\nincluded in the notice of the meeting but not so included, if that objection is
\nexpressly made at the meeting.<\/p>\n
2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING<\/p>\n
Any action which may be taken at any annual or special meeting of
\nshareholders may be taken without a meeting and without prior notice, if a
\nconsent in writing, setting forth the action so taken, is signed by the holders
\nof outstanding shares having not less than the minimum number of votes that
\nwould be necessary to authorize or take that action at a meeting at which all
\nshares entitled to vote on that action were present and voted.<\/p>\n
In the case of election of directors, such a consent shall be effective
\nonly if signed by the holders of all outstanding shares entitled to vote for the
\nelection of directors. However, a director may be elected at any time to fill
\nany vacancy on the board of directors, provided that it was not created by
\nremoval of a director and that it has not been filled by the directors, by the
\nwritten consent of the holders of a majority of the outstanding shares entitled
\nto vote for the election of directors.<\/p>\n
All such consents shall be maintained in the corporate records. Any
\nshareholder giving a written consent, or the shareholder’s proxy holders, or a
\ntransferee of the shares, or a personal representative of the shareholder, or
\ntheir respective proxy holders, may revoke the consent by a writing received by
\nthe secretary of the corporation before written consents of the number of shares
\nrequired to authorize the proposed action have been filed with the secretary.<\/p>\n
If the consents of all shareholders entitled to vote have not been
\nsolicited in writing and if the unanimous written consent of all such
\nshareholders has not been received, then the secretary shall give prompt notice
\nof the corporate action approved by the shareholders without a meeting. Such
\nnotice shall be given to those shareholders entitled to vote who have not
\nconsented in writing and shall be given in the manner specified in Section 2.5
\nof these bylaws. In the case of approval of (i) a <\/p>\n
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10<\/p>\n
contract or transaction in which a director has a direct or indirect financial
\ninterest, pursuant to Section 310 of the Code, (ii) indemnification of a
\ncorporate “agent,” pursuant to Section 317 of the Code, (iii) a reorganization
\nof the corporation, pursuant to Section 1201 of the Code, and (iv) a
\ndistribution in dissolution other than in accordance with the rights of
\noutstanding preferred shares, pursuant to Section 2007 of the Code, the notice
\nshall be given at least ten (10) days before the consummation of any action
\nauthorized by that approval.<\/p>\n
2.11 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS<\/p>\n
For purposes of determining the shareholders entitled to notice of any
\nmeeting or to vote thereat or entitled to give consent to corporate action
\nwithout a meeting, the board of directors may fix, in advance, a record date,
\nwhich shall not be more than sixty (60) days nor less than ten (10) days before
\nthe date of any such meeting nor more than sixty (60) days before any such
\naction without a meeting, and in such event only shareholders of record on the
\ndate so fixed are entitled to notice and to vote or to give consents, as the
\ncase may be, notwithstanding any transfer of any shares on the books of the
\ncorporation after the record date, except as otherwise provided in the Code.<\/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
\nof or to vote at a meeting of shareholders shall be at the close of business on
\nthe business day next preceding the day on which notice is given or, if notice
\nis waived, at the close of business on the business day next preceding the day
\non which the meeting is held; and<\/p>\n
(b) the record date for determining shareholders entitled to give
\nconsent to corporate action in writing without a meeting, (i) when no prior
\naction by the board has been taken, shall be the day on which the first written
\nconsent is given, or (ii) when prior action by the board has been taken, shall
\nbe at the close of business on the day on which the board adopts the resolution
\nrelating to that action, or the sixtieth (60th) day before the date of such
\nother action, whichever is later.<\/p>\n
The record date for any other purpose shall be as provided in Article VIII
\nof these bylaws.<\/p>\n
2.12 PROXIES<\/p>\n
Every person entitled to vote for directors, or on any other matter, shall
\nhave the right to do so either in person or by one or more agents authorized by
\na written proxy signed by the person and filed with the secretary of the
\ncorporation. A proxy shall be deemed signed if the shareholder’s name is placed
\non the proxy (whether by manual signature, typewriting, telegraphic transmission
\nor otherwise) by the shareholder or the shareholder’s attorney-in-fact. A
\nvalidly executed proxy which does not state that it is irrevocable shall
\ncontinue in full force and effect unless (i) the person who executed the proxy
\nrevokes it prior to the time of voting by delivering a writing to the
\ncorporation stating that the proxy is revoked or by executing a subsequent proxy
\nand presenting it to the meeting or by voting in person at the meeting, or (ii)
\nwritten notice of the death or incapacity of the maker of <\/p>\n
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that proxy is received by the corporation before the vote pursuant to that proxy
\nis counted; provided, however, that no proxy shall be valid after the expiration
\nof eleven (11) months from the date of the proxy, unless otherwise provided in
\nthe proxy. The dates contained on the forms of proxy presumptively determine the
\norder of execution, regardless of the postmark dates on the envelopes in which
\nthey are mailed. The revocability of a proxy that states on its face that it is
\nirrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of
\nthe Code.<\/p>\n
2.13 INSPECTORS OF ELECTION<\/p>\n
Before any meeting of shareholders, the board of directors may appoint an
\ninspector or inspectors of election to act at the meeting or its adjournment. If
\nno inspector of election is so appointed, then the chairman of the meeting may,
\nand on the request of any shareholder or a shareholder’s proxy shall, appoint an
\ninspector or inspectors of election to act at the meeting. The number of
\ninspectors shall be either one (1) or three (3). If inspectors are appointed at
\na meeting pursuant to the request of one (1) or more shareholders or proxies,
\nthen the holders of a majority of shares or their proxies present at the meeting
\nshall determine whether one (1) or three (3) inspectors are to be appointed. If
\nany person appointed as inspector fails to appear or fails or refuses to act,
\nthen the chairman of the meeting may, and upon the request of any shareholder or
\na shareholder’s proxy shall, appoint a person to fill that vacancy.<\/p>\n
Such inspectors shall:<\/p>\n
(a) determine the number of shares outstanding and the voting power
\nof each, the number of shares represented at the meeting, the existence of a
\nquorum, and the authenticity, validity, and effect of proxies;<\/p>\n
(b) receive votes, ballots or consents;<\/p>\n
(c) hear and determine all challenges and questions in any way
\narising in connection with the right to vote;<\/p>\n
(d) count and tabulate all votes or consents;<\/p>\n
(e) determine when the polls shall close;<\/p>\n
(f) determine the result; and<\/p>\n
(g) do any other acts that may be proper to conduct the election or
\nvote with fairness to all shareholders.<\/p>\n
ARTICLE III<\/p>\n
DIRECTORS<\/p>\n
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3.1 POWERS<\/p>\n
Subject to the provisions of the Code and any limitations in the articles
\nof incorporation and these bylaws relating to action required to be approved by
\nthe shareholders or by the outstanding shares, the business and affairs of the
\ncorporation shall be managed and all corporate powers shall be exercised by or
\nunder the direction of the board of directors.<\/p>\n
3.2 NUMBER OF DIRECTORS<\/p>\n
The number of directors of the corporation shall be not less than six (6)
\nnor more than eleven (11). The exact number of directors shall be eight (8)
\nuntil changed, within the limits specified above, by a bylaw amending this
\nsection 3.2 duly adopted by the board of directors or by the shareholders. The
\nindefinite number of directors may be changed, or a definite number may be fixed
\nwithout provision for an indefinite number, by a duly adopted amendment to the
\narticles of incorporation or by an amendment to this bylaw duly adopted by the
\nvote or written consent of holders of a majority of the outstanding shares
\nentitled to vote; provided, however, that if the authorized number of directors
\nis five (5) or more, an amendment reducing the fixed number or the minimum
\nnumber of directors to a number less than five (5) cannot be adopted if the
\nvotes cast against its adoption at a meeting, or the shares not consenting in
\nthe 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).<\/p>\n
No reduction of the authorized number of directors shall have the effect of
\nremoving any director before that director’s term of office expires.<\/p>\n
3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS<\/p>\n
Directors shall be elected at each annual meeting of shareholders to hold
\noffice until the next annual meeting. Each director, including a director
\nelected to fill a vacancy, shall hold office until the expiration of the term
\nfor which elected and until a successor has been elected and qualified. <\/p>\n
3.4 RESIGNATION AND VACANCIES<\/p>\n
Any director may resign effective on giving written notice to the chairman
\nof the board, the president, the secretary or the board of directors, unless the
\nnotice specifies a later time for that resignation to become effective. If the
\nresignation of a director is effective at a future time, the board of directors
\nmay elect a successor to take office when the resignation becomes effective.<\/p>\n
Vacancies in the board of directors may be filled by a majority of the
\nremaining directors, even if less than a quorum, or by a sole remaining
\ndirector; however, a vacancy created by the removal of a director by the vote or
\nwritten consent of the shareholders or by court order may be filled only by 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
\nalso constitute a majority of <\/p>\n
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the required quorum), or by the unanimous written consent of all shares entitled
\nto vote thereon. Each director so elected shall hold office until the next
\nannual meeting of the shareholders and until a successor has been elected and
\nqualified.<\/p>\n
A vacancy or vacancies in the board of directors shall be deemed to exist
\n(i) in the event of the death, resignation or removal of any director, (ii) if
\nthe board of directors by resolution declares vacant the office of a director
\nwho has been declared of unsound mind by an order of court or convicted of a
\nfelony, (iii) if the authorized number of directors is increased, or (iv) if the
\nshareholders fail, at any meeting of shareholders at which any director or
\ndirectors are elected, to elect the number of directors to be elected at that
\nmeeting.<\/p>\n
The shareholders may elect a director or directors at any time to fill any
\nvacancy or vacancies not filled by the directors, but any such election other
\nthan to fill a vacancy created by removal, if by written consent, shall require
\nthe consent of the holders of a majority of the outstanding shares entitled to
\nvote thereon.<\/p>\n
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE<\/p>\n
Regular meetings of the board of directors may be held at any place within
\nor outside the State of California that has been designated from time to time by
\nresolution of the board. In the absence of such a designation, regular meetings
\nshall be held at the principal executive office of the corporation. Special
\nmeetings of the board may be held at any place within or outside the State of
\nCalifornia that has been designated in the notice of the meeting or, if not
\nstated in the notice or if there is no notice, at the principal executive office
\nof the corporation.<\/p>\n
Any meeting, regular or special, may be held by conference telephone or
\nsimilar communication equipment, so long as all directors participating in the
\nmeeting can hear one another; and all such directors shall be deemed to be
\npresent in person at the meeting.<\/p>\n
3.6 REGULAR MEETINGS<\/p>\n
Regular meetings of the board of directors may be held without notice if
\nthe times of such meetings are fixed by the board of directors.<\/p>\n
3.7 SPECIAL MEETINGS; NOTICE<\/p>\n
Special meetings of the board of directors for any purpose or purposes may
\nbe called at any time by the chairman of the board, the president, any vice
\npresident, the secretary or any two directors.<\/p>\n
Notice of the time and place of special meetings shall be delivered
\npersonally or by telephone to each director or sent by first-class mail or
\ntelegram, charges prepaid, addressed to each director at that director’s address
\nas it is shown on the records of the corporation. If the notice is mailed, it
\nshall be deposited in the United States mail at least four (4) days before the
\ntime of the holding of the meeting. If the notice is delivered <\/p>\n
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14<\/p>\n
personally or by telephone or telegram, it shall be delivered personally or by
\ntelephone or to the telegraph company at least forty-eight (48) hours before the
\ntime of the holding of the meeting. Any oral notice given personally or by
\ntelephone may be communicated either to the director or to a person at the
\noffice of the director who the person giving the notice has reason to believe
\nwill promptly communicate it to the director. The notice need not specify the
\npurpose or the place of the meeting, if the meeting is to be held at the
\nprincipal executive office of the corporation. <\/p>\n
3.8 QUORUM<\/p>\n
A majority of the authorized number of directors shall constitute a quorum
\nfor the transaction of business, except to adjourn as provided in Section 3.10
\nof these bylaws. Every act or decision done or made by a majority of the
\ndirectors present at a duly held meeting at which a quorum is present shall be
\nregarded as the act of the board of directors, subject to the provisions of
\nSection 310 of the Code (as to approval of contracts or transactions in which a
\ndirector has a direct or indirect material financial interest), Section 311 of
\nthe Code (as to appointment of committees), Section 317(e) of the Code (as to
\nindemnification of directors), the articles of incorporation, and other
\napplicable law.<\/p>\n
A meeting at which a quorum is initially present may continue to transact
\nbusiness notwithstanding the withdrawal of directors, if any action taken is
\napproved by at least a majority of the required quorum for that meeting.<\/p>\n
3.9 WAIVER OF NOTICE<\/p>\n
Notice of a meeting need not be given to any director (i) who signs a
\nwaiver of notice or a consent to holding the meeting or an approval of the
\nminutes thereof, whether before or after the meeting, or (ii) who attends the
\nmeeting without protesting, prior thereto or at its commencement, the lack of
\nnotice to such directors. All such waivers, consents, and approvals shall be
\nfiled with the corporate records or made part of the minutes of the meeting. A
\nwaiver of notice need not specify the purpose of any regular or special meeting
\nof the board of directors.<\/p>\n
3.10 ADJOURNMENT<\/p>\n
A majority of the directors present, whether or not constituting a quorum,
\nmay adjourn any meeting to another time and place.<\/p>\n
3.11 NOTICE OF ADJOURNMENT<\/p>\n
Notice of the time and place of holding an adjourned meeting need not be
\ngiven unless the meeting is adjourned for more than twenty-four (24) hours. If
\nthe meeting is adjourned for more than twenty-four (24) hours, then notice of
\nthe time and place of the adjourned meeting shall be given before the adjourned
\nmeeting takes place, in the manner specified in Section 3.7 of these bylaws, to
\nthe directors who were not present at the time of the adjournment.<\/p>\n
3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING<\/p>\n
-10-<\/p>\n
15<\/p>\n
Any action required or permitted to be taken by the board of directors may
\nbe taken without a meeting, provided that all members of the board individually
\nor collectively consent in writing to that action. Such action by written
\nconsent shall have the same force and effect as a unanimous vote of the board of
\ndirectors. Such written consent and any counterparts thereof shall be filed with
\nthe minutes of the proceedings of the board.<\/p>\n
3.13 FEES AND COMPENSATION OF DIRECTORS<\/p>\n
Directors and members of committees may receive such compensation, if any,
\nfor their services and such reimbursement of expenses as may be fixed or
\ndetermined by resolution of the board of directors. This Section 3.13 shall not
\nbe construed to preclude any director from serving the corporation in any other
\ncapacity as an officer, agent, employee or otherwise and receiving compensation
\nfor those services.<\/p>\n
3.14 APPROVAL OF LOANS TO OFFICERS*<\/p>\n
The corporation may, upon the approval of the board of directors alone,
\nmake loans of money or property to, or guarantee the obligations of, any officer
\nof the corporation or its parent or subsidiary, whether or not a director, or
\nadopt an employee benefit plan or plans authorizing such loans or guaranties
\nprovided that (i) the board of directors determines that such a loan or guaranty
\nor plan may reasonably be expected to benefit the corporation, (ii) the
\ncorporation has outstanding shares held of record by 100 or more persons
\n(determined as provided in Section 605 of the Code) on the date of approval by
\nthe board of directors, and (iii) the approval of the board of directors is by a
\nvote sufficient without counting the vote of any interested director or
\ndirectors.<\/p>\n
ARTICLE IV<\/p>\n
COMMITTEES<\/p>\n
4.1 COMMITTEES OF DIRECTORS<\/p>\n
The board of directors may, by resolution adopted by a majority of the
\nauthorized number of directors, designate one (1) or more committees, each
\nconsisting of two or more directors, to serve at the pleasure of the board. The
\nboard may designate one (1) or more directors as alternate members of any
\ncommittee, who may replace any absent member at any meeting of the committee.
\nThe appointment of members or alternate members of a committee requires the vote
\nof a majority of the authorized number of directors. Any committee, to the
\nextent provided in the resolution of the board, shall have all the authority of
\nthe board, except with respect to: <\/p>\n
———-
\n* This section is effective only if it has been approved by the shareholders in
\naccordance with Sections 315(b) and 152 of the Code.<\/p>\n
-11-<\/p>\n
16<\/p>\n
(a) the approval of any action which, under the Code, also requires
\nshareholders’ approval or approval of the outstanding shares;<\/p>\n
(b) the filling of vacancies on the board of directors or in any
\ncommittee;<\/p>\n
(c) the fixing of compensation of the directors for serving on the
\nboard or any committee;<\/p>\n
(d) the amendment or repeal of these bylaws or the adoption of new
\nbylaws;<\/p>\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;<\/p>\n
(f) a distribution to the shareholders of the corporation, except at
\na rate or in a periodic amount or within a price range determined by the board
\nof directors; or<\/p>\n
(g) the appointment of any other committees of the board of directors
\nor the members of such committees.<\/p>\n
4.2 MEETINGS AND ACTION OF COMMITTEES<\/p>\n
Meetings and actions of committees shall be governed by, and held and taken
\nin accordance with, the provisions of Article III of these bylaws, Section 3.5
\n(place of meetings), Section 3.6 (regular meetings), Section 3.7 (special
\nmeetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice),
\nSection 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section
\n3.12 (action without meeting), with such changes in the context of those bylaws
\nas are necessary to substitute the committee and its members for the board of
\ndirectors and its members; provided, however, that the time of regular meetings
\nof committees may be determined either by resolution of the board of directors
\nor by resolution of the committee, that special meetings of committees may also
\nbe called by resolution of the board of directors, and that notice of special
\nmeetings of committees shall also be given to all alternate members, who shall
\nhave the right to attend all meetings of the committee. The board of directors
\nmay adopt rules for the government of any committee not inconsistent with the
\nprovisions of these bylaws.<\/p>\n
ARTICLE V<\/p>\n
OFFICERS<\/p>\n
5.1 OFFICERS<\/p>\n
The officers of the corporation shall be a president, a secretary, and a
\nchief financial officer. The corporation may also have, at the discretion of the
\nboard of directors, a chairman of the board, one or more vice presidents, one or
\nmore assistant secretaries, one or more assistant treasurers, and <\/p>\n
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17<\/p>\n
such other officers as may be appointed in accordance with the provisions of
\nSection 5.3 of these bylaws. Any number of offices may be held by the same
\nperson.<\/p>\n
5.2 ELECTION OF OFFICERS<\/p>\n
The officers of the corporation, except such officers as may be appointed
\nin accordance with the provisions of Section 5.3 or Section 5.5 of these bylaws,
\nshall be chosen by the board, subject to the rights, if any, of an officer under
\nany contract of employment.<\/p>\n
5.3 SUBORDINATE OFFICERS<\/p>\n
The board of directors may appoint, or may empower the president to
\nappoint, such other officers as the business of the corporation may require,
\neach of whom shall hold office for such period, have such authority, and perform
\nsuch duties as are provided in these bylaws or as the board of directors may
\nfrom time to time determine.<\/p>\n
5.4 REMOVAL AND RESIGNATION OF OFFICERS<\/p>\n
Subject to the rights, if any, of an officer under any contract of
\nemployment, any officer may be removed, either with or without cause, by the
\nboard of directors at any regular or special meeting of the board or, except in
\ncase of an officer chosen by the board of directors, by any officer upon whom
\nsuch power of removal may be conferred by the board of directors.<\/p>\n
Any officer may resign at any time by giving written notice to the
\ncorporation. Any resignation shall take effect at the date of the receipt of
\nthat notice or at any later time specified in that notice; and, unless otherwise
\nspecified in that notice, the acceptance of the resignation shall not be
\nnecessary to make it effective. Any resignation is without prejudice to the
\nrights, if any, of the corporation under any contract to which the officer is a
\nparty.<\/p>\n
5.5 VACANCIES IN OFFICES<\/p>\n
A vacancy in any office because of death, resignation, removal,
\ndisqualification or any other cause shall be filled in the manner prescribed in
\nthese bylaws for regular appointments to that office.<\/p>\n
5.6 CHAIRMAN OF THE BOARD<\/p>\n
The chairman of the board, if such an officer be elected, shall, if
\npresent, preside at meetings of the board of directors and exercise and perform
\nsuch other powers and duties as may from time to time be assigned to him by the
\nboard of directors or as may be prescribed by these bylaws. If there is no
\npresident, then the chairman of the board shall also be the chief executive
\nofficer of the corporation and shall have the powers and duties prescribed in
\nSection 5.7 of these bylaws.<\/p>\n
5.7 PRESIDENT<\/p>\n
Subject to such supervisory powers, if any, as may be given by the board of
\ndirectors to the chairman of the board, if there be such an officer, the
\npresident shall be the chief executive officer of <\/p>\n
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18<\/p>\n
the corporation and shall, subject to the control of the board of
\ndirectors, have general supervision, direction, and control of the business and
\nthe officers of the corporation. He shall preside at all meetings of the
\nshareholders and, in the absence or nonexistence of a chairman of the board, at
\nall meetings of the board of directors. He shall have the general powers and
\nduties of management usually vested in the office of president of a corporation,
\nand shall have such other powers and duties as may be prescribed by the board of
\ndirectors or these bylaws.<\/p>\n
5.8 VICE PRESIDENTS<\/p>\n
In the absence or disability of the president, the vice presidents, if any,
\nin order of their rank as fixed by the board of directors or, if not ranked, a
\nvice president designated by the board of directors, shall perform all the
\nduties of the president and when so acting shall have all the powers of, and be
\nsubject to all the restrictions upon, the president. The vice presidents shall
\nhave such other powers and perform such other duties as from time to time may be
\nprescribed for them respectively by the board of directors, these bylaws, the
\npresident or the chairman of the board.<\/p>\n
5.9 SECRETARY<\/p>\n
The secretary shall keep or cause to be kept, at the principal executive
\noffice of the corporation or such other place as the board of directors may
\ndirect, a book of minutes of all meetings and actions of directors, committees
\nof directors and shareholders. The minutes shall show the time and place of each
\nmeeting, whether regular or special (and, if special, how authorized and the
\nnotice given), the names of those present at directors’ meetings or committee
\nmeetings, the number of shares present or represented at shareholders’ meetings,
\nand the proceedings thereof.<\/p>\n
The secretary shall keep, or cause to be kept, at the principal executive
\noffice of the corporation or at the office of the corporation’s transfer agent
\nor registrar, as determined by resolution of the board of directors, a share
\nregister, or a duplicate share register, showing the names of all shareholders
\nand their addresses, the number and classes of shares held by each, the number
\nand date of certificates evidencing such shares, and the number and date of
\ncancellation of every certificate surrendered for cancellation.<\/p>\n
The secretary shall give, or cause to be given, notice of all meetings of
\nthe shareholders and of the board of directors required to be given by law or by
\nthese bylaws. He shall keep the seal of the corporation, if one be adopted, in
\nsafe custody and shall have such other powers and perform such other duties as
\nmay be prescribed by the board of directors or by these bylaws.<\/p>\n
5.10 CHIEF FINANCIAL OFFICER<\/p>\n
The chief financial officer shall keep and maintain, or cause to be kept
\nand maintained, adequate and correct books and records of accounts of the
\nproperties and business transactions of the corporation, including accounts of
\nits assets, liabilities, receipts, disbursements, gains, losses, capital,
\nretained earnings, and shares. The books of account shall at all reasonable
\ntimes be open to inspection by any director.<\/p>\n
-14-<\/p>\n
19<\/p>\n
The chief financial officer shall deposit all money and other valuables in
\nthe name and to the credit of the corporation with such depositaries as may be
\ndesignated by the board of directors. He shall disburse the funds of the
\ncorporation as may be ordered by the board of directors, shall render to the
\npresident and directors, whenever they request it, an account of all of his
\ntransactions as chief financial officer and of the financial condition of the
\ncorporation, and shall have such other powers and perform such other duties as
\nmay be prescribed by the board of directors or these bylaws.<\/p>\n
ARTICLE VI<\/p>\n
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
\n AND OTHER AGENTS<\/p>\n
6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS<\/p>\n
The corporation shall, to the maximum extent and in the manner permitted by
\nthe Code, indemnify each of its directors and officers against expenses (as
\ndefined in Section 317(a) of the Code), judgments, fines, settlements, and other
\namounts actually and reasonably incurred in connection with any proceeding (as
\ndefined in Section 317(a) of the Code), arising by reason of the fact that such
\nperson is or was an agent of the corporation. For purposes of this Article VI, a
\n“director” or “officer” of the corporation includes any person (i) who is or was
\na director or officer of the corporation, (ii) who is or was serving at the
\nrequest of the corporation as a director or officer of another corporation,
\npartnership, joint venture, trust or other enterprise, or (iii) who was a
\ndirector or officer of a corporation which was a predecessor corporation of the
\ncorporation or of another enterprise at the request of such predecessor
\ncorporation.<\/p>\n
6.2 INDEMNIFICATION OF OTHERS<\/p>\n
The corporation shall have the power, to the extent and in the manner
\npermitted by the Code, to indemnify each of its employees and agents (other than
\ndirectors and officers) against expenses (as defined in Section 317(a) of the
\nCode), judgments, fines, settlements, and other amounts actually and reasonably
\nincurred in connection with any proceeding (as defined in Section 317(a) of the
\nCode), arising by reason of the fact that such person is or was an agent of the
\ncorporation. For purposes of this Article VI, an “employee” or “agent” of the
\ncorporation (other than a director or officer) includes any person (i) who is or
\nwas an employee or agent of the corporation, (ii) who is or was serving at the
\nrequest of the corporation as an employee or agent of another corporation,
\npartnership, joint venture, trust or other enterprise, or (iii) who was an
\nemployee or agent of a corporation which was a predecessor corporation of the
\ncorporation or of another enterprise at the request of such predecessor
\ncorporation.<\/p>\n
6.3 PAYMENT OF EXPENSES IN ADVANCE<\/p>\n
Expenses incurred in defending any civil or criminal action or proceeding
\nfor which indemnification is required pursuant to Section 6.1 or for which
\nindemnification is permitted pursuant to Section 6.2 following authorization
\nthereof by the Board of Directors shall be paid by the<\/p>\n
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20<\/p>\n
corporation in advance of the final disposition of such action or proceeding
\nupon receipt of an undertaking by or on behalf of the indemnified party to repay
\nsuch amount if it shall ultimately be determined that the indemnified party is
\nnot entitled to be indemnified as authorized in this Article VI. <\/p>\n
6.4 INDEMNITY NOT EXCLUSIVE<\/p>\n
The indemnification provided by this Article VI shall not be deemed
\nexclusive of any other rights to which those seeking indemnification may be
\nentitled under any bylaw, agreement, vote of shareholders or disinterested
\ndirectors or otherwise, both as to action in an official capacity and as to
\naction in another capacity while holding such office, to the extent that such
\nadditional rights to indemnification are authorized in the Articles of
\nIncorporation.<\/p>\n
6.5 INSURANCE INDEMNIFICATION<\/p>\n
The corporation shall have the power to purchase and maintain insurance on
\nbehalf of any person who is or was a director, officer, employee or agent of the
\ncorporation against any liability asserted against or incurred by such person in
\nsuch capacity or arising out of such person’s status as such, whether or not the
\ncorporation would have the power to indemnify him against such liability under
\nthe provisions of this Article VI.<\/p>\n
6.6 CONFLICTS<\/p>\n
No indemnification or advance shall be made under this Article VI, except
\nwhere such indemnification or advance is mandated by law or the order, judgment
\nor decree of any court of competent jurisdiction, in any circumstance where it
\nappears:<\/p>\n
(1) 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<\/p>\n
(2) That it would be inconsistent with any condition expressly
\nimposed by a court in approving a settlement. <\/p>\n
ARTICLE VII<\/p>\n
RECORDS AND REPORTS<\/p>\n
7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER<\/p>\n
The corporation shall keep either at its principal executive office or at
\nthe office of its transfer agent or registrar (if either be appointed), as
\ndetermined by resolution of the board of <\/p>\n
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21<\/p>\n
directors, a record of its shareholders listing the names and addresses of all
\nshareholders and the number and class of shares held by each shareholder.<\/p>\n
A shareholder or shareholders of the corporation who holds at least five
\npercent (5%) in the aggregate of the outstanding voting shares of the
\ncorporation or who holds at least one percent (1%) of such voting shares and has
\nfiled a Schedule 14B with the Securities and Exchange Commission relating to the
\nelection of directors, may (i) inspect and copy the records of shareholders’
\nnames, addresses, and shareholdings during usual business hours on five (5)
\ndays’ prior written demand on the corporation, (ii) obtain from the transfer
\nagent of the corporation, on written demand and on the tender of such transfer
\nagent’s usual charges for such list, a list of the names and addresses of the
\nshareholders who are entitled to vote for the election of directors, and their
\nshareholdings, as of the most recent record date for which that list has been
\ncompiled or as of a date specified by the shareholder after the date of demand.
\nSuch list shall be made available to any such shareholder by the transfer agent
\non or before the later of five (5) days after the demand is received or five (5)
\ndays after the date specified in the demand as the date as of which the list is
\nto be compiled.<\/p>\n
The record of shareholders shall also be open to inspection on the written
\ndemand of any shareholder or holder of a voting trust certificate, at any time
\nduring usual business hours, for a purpose reasonably related to the holder’s
\ninterests as a shareholder or as the holder of a voting trust certificate.<\/p>\n
Any inspection and copying under this Section 7.1 may be made in person or
\nby an agent or attorney of the shareholder or holder of a voting trust
\ncertificate making the demand.<\/p>\n
7.2 MAINTENANCE AND INSPECTION OF BYLAWS<\/p>\n
The corporation shall keep at its principal executive office or, if its
\nprincipal executive office is not in the State of California, at its principal
\nbusiness office in California the original or a copy of these bylaws as amended
\nto date, which bylaws shall be open to inspection by the shareholders at all
\nreasonable times during office hours. If the principal executive office of the
\ncorporation is outside the State of California and the corporation has no
\nprincipal business office in such state, then the secretary shall, upon the
\nwritten request of any shareholder, furnish to that shareholder a copy of these
\nbylaws as amended to date.<\/p>\n
7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS<\/p>\n
The accounting books and records and the minutes of proceedings of the
\nshareholders, of the board of directors, and of any committee or committees of
\nthe board of directors shall be kept at such place or places as are designated
\nby the board of directors or, in absence of such designation, at the principal
\nexecutive office of the corporation. The minutes shall be kept in written form,
\nand the accounting books and records shall be kept either in written form or in
\nany other form capable of being converted into written form.<\/p>\n
The minutes and accounting books and records shall be open to inspection
\nupon the written demand of any shareholder or holder of a voting trust
\ncertificate, at any reasonable time during usual <\/p>\n
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22<\/p>\n
business hours, for a purpose reasonably related to the holder’s interests as a
\nshareholder or as the holder of a voting trust certificate. The inspection may
\nbe made in person or by an agent or attorney and shall include the right to copy
\nand make extracts. Such rights of inspection shall extend to the records of each
\nsubsidiary corporation of the corporation.<\/p>\n
7.4 INSPECTION BY DIRECTORS<\/p>\n
Every director shall have the absolute right at any reasonable time to
\ninspect all books, records, and documents of every kind as well as the physical
\nproperties of the corporation and each of its subsidiary corporations. Such
\ninspection by a director may be made in person or by an agent or attorney. The
\nright of inspection includes the right to copy and make extracts of documents.<\/p>\n
7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER<\/p>\n
The board of directors shall cause an annual report to be sent to the
\nshareholders not later than one hundred twenty (120) days after the close of the
\nfiscal year adopted by the corporation. Such report shall be sent at least
\nfifteen (15) days (or, if sent by third-class mail, thirty-five (35) days)
\nbefore the annual meeting of shareholders to be held during the next fiscal year
\nand in the manner specified in Section 2.5 of these bylaws for giving notice to
\nshareholders of the corporation.<\/p>\n
The annual report shall contain (i) a balance sheet as of the end of the
\nfiscal year, (ii) an income statement, (iii) a statement of changes in financial
\nposition for the fiscal year, and (iv) any report of independent accountants or,
\nif there is no such report, the certificate of an authorized officer of the
\ncorporation that the statements were prepared without audit from the books and
\nrecords of the corporation.<\/p>\n
The foregoing requirement of an annual report shall be waived so long as
\nthe shares of the corporation are held by fewer than one hundred (100) holders
\nof record.<\/p>\n
7.6 FINANCIAL STATEMENTS<\/p>\n
If no annual report for the fiscal year has been sent to shareholders, then
\nthe corporation shall, upon the written request of any shareholder made more
\nthan one hundred twenty (120) days after the close of such fiscal year, deliver
\nor mail to the person making the request, within thirty (30) days thereafter, a
\ncopy of a balance sheet as of the end of such fiscal year and an income
\nstatement and statement of changes in financial position for such fiscal year.<\/p>\n
If a shareholder or shareholders holding at least five percent (5%) of the
\noutstanding shares of any class of stock of the corporation makes a written
\nrequest to the corporation for an income statement of the corporation for the
\nthree-month, six-month or nine-month period of the then current fiscal year
\nended more than thirty (30) days before the date of the request, and for a
\nbalance sheet of the corporation as of the end of that period, then the chief
\nfinancial officer shall cause that statement to be prepared, if not already
\nprepared, and shall deliver personally or mail that statement or statements to
\nthe person making the request within thirty (30) days after the receipt of the
\nrequest. If the corporation has not sent to the shareholders its annual report
\nfor the last fiscal year, the <\/p>\n
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23<\/p>\n
statements referred to in the first paragraph of this Section 7.6 shall likewise
\nbe delivered or mailed to the shareholder or shareholders within thirty (30)
\ndays after the request.<\/p>\n
The quarterly income statements and balance sheets referred to in this
\nsection shall be accompanied by the report, if any, of any independent
\naccountants engaged by the corporation or by the certificate of an authorized
\nofficer of the corporation that the financial statements were prepared without
\naudit from the books and records of the corporation.<\/p>\n
7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS<\/p>\n
The chairman of the board, the president, any vice president, the chief
\nfinancial officer, the secretary or assistant secretary of this corporation, or
\nany other person authorized by the board of directors or the president or a vice
\npresident, 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 may be exercised either by such person directly or by any other person
\nauthorized to do so by proxy or power of attorney duly executed by such person
\nhaving the authority.<\/p>\n
ARTICLE VIII<\/p>\n
GENERAL MATTERS<\/p>\n
8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING<\/p>\n
For purposes of determining the shareholders entitled to receive payment of
\nany dividend or other distribution or allotment of any rights or the
\nshareholders entitled to exercise any rights in respect of any other lawful
\naction (other than action by shareholders by written consent without a meeting),
\nthe board of directors may fix, in advance, a record date, which shall not be
\nmore than sixty (60) days before any such action. In that case, only
\nshareholders of record at the close of business on the date so fixed are
\nentitled to receive the dividend, distribution or allotment of rights, or to
\nexercise such rights, as the case may be, notwithstanding any transfer of any
\nshares on the books of the corporation after the record date so fixed, except as
\notherwise provided in the Code.<\/p>\n
If the board of directors does not so fix a record date, then the record
\ndate for determining shareholders for any such purpose shall be at the close of
\nbusiness on the day on which the board adopts the applicable resolution or the
\nsixtieth (60th) day before the date of that action, whichever is later.<\/p>\n
8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS<\/p>\n
From time to time, the board of directors shall determine by resolution
\nwhich person or persons may sign or endorse all checks, drafts, other orders for
\npayment of money, notes or other evidences of indebtedness that are issued in
\nthe name of or payable to the corporation, and only the persons so authorized
\nshall sign or endorse those instruments.<\/p>\n
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24<\/p>\n
8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED<\/p>\n
The board of directors, except as otherwise provided in these bylaws, may
\nauthorize any officer or officers, or agent or agents, to enter into any
\ncontract or execute any instrument in the name of and on behalf of the
\ncorporation; such authority may be general or confined to specific instances.
\nUnless so authorized or ratified by the board of directors or within the agency
\npower of an officer, no officer, agent or employee shall have any power or
\nauthority to bind the corporation by any contract or engagement or to pledge its
\ncredit or to render it liable for any purpose or for any amount. <\/p>\n
8.4 CERTIFICATES FOR SHARES<\/p>\n
A certificate or certificates for shares of the corporation shall be issued
\nto each shareholder when any of such shares are fully paid. The board of
\ndirectors may authorize the issuance of certificates for shares partly paid
\nprovided that these certificates shall state the total amount of the
\nconsideration to be paid for them and the amount actually paid. All certificates
\nshall be signed in the name of the corporation by the chairman of the board or
\nthe vice chairman of the board or the president or a vice president and by the
\nchief financial officer or an assistant treasurer or the secretary or an
\nassistant secretary, certifying the number of shares and the class or series of
\nshares owned by the shareholder. Any or all of the signatures on the certificate
\nmay be facsimile.<\/p>\n
In case any officer, transfer agent or registrar who has signed or whose
\nfacsimile signature has been placed on a certificate ceases to be that officer,
\ntransfer agent or registrar before that certificate is issued, it may be issued
\nby the corporation with the same effect as if that person were an officer,
\ntransfer agent or registrar at the date of issue. <\/p>\n
8.5 LOST CERTIFICATES<\/p>\n
Except as provided in this Section 8.5, no new certificates for shares
\nshall be issued to replace a previously issued certificate unless the latter is
\nsurrendered to the corporation and cancelled at the same time. The board of
\ndirectors may, in case any share certificate or certificate for any other
\nsecurity is lost, stolen or destroyed, authorize the issuance of replacement
\ncertificates on such terms and conditions as the board may require; the board
\nmay require indemnification of the corporation secured by a bond or other
\nadequate security sufficient to protect the corporation against any claim that
\nmay be made against it, including any expense or liability, on account of the
\nalleged loss, theft or destruction of the certificate or the issuance of the
\nreplacement certificate. <\/p>\n
8.6 CONSTRUCTION; DEFINITIONS<\/p>\n
Unless the context requires otherwise, the general provisions, rules of
\nconstruction, and definitions in the Code shall govern the construction of these
\nbylaws. Without limiting the generality of this provision, the singular number
\nincludes the plural, the plural number includes the singular, and the term
\n“person” includes both a corporation and a natural person. <\/p>\n
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25<\/p>\n
ARTICLE IX<\/p>\n
AMENDMENTS<\/p>\n
9.1 AMENDMENT BY SHAREHOLDERS<\/p>\n
New bylaws may be adopted or these bylaws may be amended or repealed by the
\nvote or written consent of holders of a majority of the outstanding shares
\nentitled to vote; provided, however, that if the articles of incorporation of
\nthe corporation set forth the number of authorized directors of the corporation,
\nthen the authorized number of directors may be changed only by an amendment of
\nthe articles of incorporation.<\/p>\n
9.2 AMENDMENT BY DIRECTORS<\/p>\n
Subject to the rights of the shareholders as provided in Section 9.1 of
\nthese bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing the
\nauthorized number of directors (except to fix the authorized number of directors
\npursuant to a bylaw providing for a variable number of directors), may be
\nadopted, amended or repealed by the board of directors.<\/p>\n
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