{"id":41563,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-salon-internet-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-salon-internet-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-salon-internet-inc.html","title":{"rendered":"Bylaws &#8211; Salon Internet Inc."},"content":{"rendered":"<pre>\n\n                                    AMENDED\n\n\n                                    BYLAWS\n\n\n                                      OF\n\n\n                             SALON INTERNET, INC.\n\n \n                               TABLE OF CONTENTS\n                               -----------------\n\n\n                                                                            Page\n                                                                            ----\n                                                                         \nARTICLE I  OFFICES.........................................................   1\n  Section 1.1 Principal Executive Office...................................   1\n  Section 1.2 Other Offices................................................   1\n\nARTICLE II  MEETINGS OF SHAREHOLDERS.......................................   1\n  Section 2.1 Place of Meetings............................................   1\n  Section 2.2 Annual Meetings..............................................   1\n  Section 2.3 Special Meetings.............................................   2\n  Section 2.4 Notice of Meetings or Reports................................   2\n  Section 2.5 Adjourned Meetings and Notice Thereof........................   2\n  Section 2.6 Voting.......................................................   3\n  Section 2.7 Quorum.......................................................   3\n  Section 2.8 Consent of Absentees.........................................   4\n  Section 2.9 Action Without Meeting.......................................   4\n  Section 2.10 Proxies.....................................................   5\n\nARTICLE III  DIRECTORS.....................................................   5\n  Section 3.1 Powers.......................................................   5\n  Section 3.2 Number of Directors..........................................   5\n  Section 3.3 Election and Term of Office..................................   5\n  Section 3.4 Resignation..................................................   6\n  Section 3.5 Removal......................................................   6\n  Section 3.6 Vacancies....................................................   6\n  Section 3.7 Organization Meeting.........................................   7\n  Section 3.8 Other Regular Meetings.......................................   7\n  Section 3.9 Calling Meetings.............................................   7\n  Section 3.10 Place of Meetings...........................................   7\n  Section 3.11 Telephonic Meetings.........................................   7\n  Section 3.12 Notice of Special Meetings..................................   7\n  Section 3.13 Waiver of Notice............................................   8\n  Section 3.14 Action Without Meeting......................................   8\n  Section 3.15 Quorum......................................................   8\n  Section 3.16 Adjournment.................................................   8\n  Section 3.17 Inspection Rights...........................................   8\n  Section 3.18 Fees and Compensation.......................................   9\n  Section 3.19 Loans to Officers...........................................   9\n\nARTICLE IV  EXECUTIVE COMMITTEE AND OTHER COMMITTEES.......................   9\n  Section 4.1 Executive Committee..........................................   9\n  Section 4.2 Other Committees.............................................   9\n \n\n \n                          TABLE OF CONTENTS (cont'd)\n                          -------------------------- \n\n \n \n                                                                            Page\n                                                                            ----\n                                                                         \n  Section 4.3 Minutes and Reports..........................................  10\n  Section 4.4 Meetings.....................................................  10\n  Section 4.5 Term of Office of Committee Members..........................  10\n\nARTICLE V  OFFICERS........................................................  10\n  Section 5.1 Officers.....................................................  10\n  Section 5.2 Election.....................................................  10\n  Section 5.3 Subordinate Officers, etc....................................  11\n  Section 5.4 Removal and Resignation......................................  11\n  Section 5.5 Vacancies....................................................  11\n  Section 5.6 Chairman of the Board........................................  11\n  Section 5.7 Chief Executive Officer......................................  11\n  Section 5.8 President....................................................  12\n  Section 5.9 Vice President...............................................  12\n  Section 5.10 Secretary...................................................  12\n  Section 5.11 Chief Financial Officer.....................................  12\n\nARTICLE VI  MISCELLANEOUS..................................................  13\n  Section 6.1 Record Date..................................................  13\n  Section 6.2 Inspection of Corporate Records..............................  13\n  Section 6.3 Execution of Corporate Instruments...........................  14\n  Section 6.4 Ratification by Shareholders.................................  14\n  Section 6.5 Annual Report................................................  14\n  Section 6.6 Representation of Shares of Other Corporations...............  15\n  Section 6.7 Inspection of Bylaws.........................................  15\n\nARTICLE VII  SHARES OF STOCK...............................................  15\n  Section 7.1 Form of Certificates.........................................  15\n  Section 7.2 Transfer of Shares...........................................  15\n  Section 7.3 Lost Certificates............................................  15\n\nARTICLE VIII  INDEMNIFICATION..............................................  16\n  Section 8.1 Indemnification by Corporation...............................  16\n  Section 8.2 Right of Claimant to Bring Suit..............................  16\n  Section 8.3 Indemnification of Employees and Agents of the Corporation...  17\n  Section 8.4 Rights Not Exclusive.........................................  17\n  Section 8.5 Indemnity Agreements.........................................  17\n  Section 8.6 Insurance....................................................  17\n  Section 8.7 Amendment, Repeal or Modification............................  18\n\nARTICLE IX  AMENDMENTS.....................................................  18\n  Section 9.1 Power of Shareholders........................................  18\n  Section 9.2 Power of Directors...........................................  18\n\n\n                                        ii                    \n\n \n                                    AMENDED\n\n                                    BYLAWS\n\n                                      OF\n\n                             SALON INTERNET, INC.\n\n\n\n                                   ARTICLE I\n\n                                    OFFICES\n                                    -------\n \n     Section 1.1  Principal Executive Office.\n     -----------  ---------------------------\n\n     The principal executive office for the transaction of the business of the\ncorporation is hereby fixed and located at 1510 Eddy Street, #PH-2B, San\nFrancisco, California, 94115, County of San Francisco, State of California. The\nBoard of Directors is hereby granted full power and authority to change said\nprincipal office from one location to another.\n\n          Section 1.2  Other Offices.\n          -----------  --------------\n\n     Branch or subordinate offices may at any time be established by the Board\nof Directors at any place or places where the corporation is qualified to do\nbusiness.\n\n                                  ARTICLE II\n\n                           MEETINGS OF SHAREHOLDERS\n                           ------------------------\n \n     Section 2.1  Place of Meetings.\n     -----------  ------------------\n\n     All meetings of shareholders shall be held either at the principal\nexecutive office or at any other place within or without the State of California\nwhich may be designated either by the Board of Directors or by the written\nconsent of a majority of the shareholders entitled to vote thereat as determined\npursuant to Section 6.1 of these Bylaws given either before or after the\nmeeting.\n\n          Section 2.2  Annual Meetings.\n          -----------  ----------------\n\n     The annual meetings of shareholders shall be held on such day and at such\nhour as may be fixed by the Board of Directors. At such meeting, Directors shall\nbe elected, and any other proper business may be transacted.\n\n \n          Section 2.3  Special Meetings.\n          -----------  -----------------\n\n     Special meetings of the shareholders may be called at any time by the Board\nof Directors, the Chairman of the Board, the President, or by the holders of\nshares entitled to cast not less than ten percent (10%) of the votes at the\nmeeting. Notice of such special meeting shall be given in the same manner as for\nthe annual meeting of shareholders. Notices of any special meetings shall\nspecify in addition to the place, date and hour of such meeting, the general\nnature of the business to be transacted thereat.\n\n          Section 2.4  Notice of Meetings or Reports.\n          -----------  ------------------------------\n\n     Written notice of each meeting of shareholders shall be given not less than\nten (10) days nor more than sixty (60) days before the date of the meeting to\neach shareholder entitled to vote thereat. Such notice shall be given either\npersonally or by mail or other means of written communication, addressed or\ndelivered to each shareholder entitled to vote at such meeting at the address of\nsuch shareholder appearing on the books of the corporation or given by him to\nthe corporation for the purpose of such notice. If no such address appears or is\ngiven, notice shall be given either personally or by mail or other means of\nwritten communication addressed to the shareholder at the place where the\nprincipal executive office of the corporation is located, or by publication at\nleast once in a newspaper of general circulation in the county in which said\noffice is located. The notice shall be deemed to have been given at the time\nwhen delivered personally or deposited in the mail or sent by other means of\nwritten communication.\n\n     The same procedure for the giving of notice shall apply to the giving of\nany report to shareholders.\n\n     All such notices shall state the place, the date and the hour of such\nmeeting, and shall state such matters, if any, as may be expressly required by\nthe California Corporations Code.\n\n     Upon request by any person or persons entitled to call a special meeting,\nthe Chairman of the Board, President, Vice President or Secretary shall within\ntwenty (20) days after receipt of the request cause notice to be given to the\nshareholders entitled to vote that a special meeting will be held at a time\nrequested by the person or persons calling the meeting, but not less than \nthirty-five (35) nor more than sixty (60) days after receipt of the request.\n\n     All other notices shall be sent by the Secretary or an Assistant Secretary,\nor if there be no such officer, or in the case of his neglect or refusal to act,\nby any other officer, or by persons calling the meeting.\n\n          Section 2.5  Adjourned Meetings and Notice Thereof.\n          -----------  --------------------------------------\n\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 a majority of the\nshares, represented either in person or by proxy, but in the absence of a\nquorum, no other business may be transacted at such meeting, except as provided\nin Section 2.7 of these Bylaws.\n\n \n     When a shareholders' meeting is adjourned to another time or place, notice\nof the adjourned meeting need not be given if the time and place thereof are\nannounced at the meeting at which the adjournment is taken; except that if the\nadjournment is for more than forty-five (45) days or if after the adjournment a\nnew record date is fixed for the adjourned meeting, notice of the adjourned\nmeeting shall be given to each shareholder of record entitled to vote thereat.\n\n     At the adjourned meeting, the corporation may transact any business which\nmight have been transacted at the original meeting.\n\n          Section 2.6  Voting.\n          -----------  -------\n\n     Except as otherwise provided in the Articles of Incorporation and subject\nto Section 6.1 of these Bylaws, each outstanding share, regardless of class,\nshall be entitled to one vote on each matter submitted to a vote of\nshareholders. Vote may be viva voce or by ballot; provided, however, that\nelections for directors must be by ballot upon demand made by a shareholder at\nthe meeting and before the voting begins.\n\n     Every shareholder entitled to vote at any election for Directors may\ncumulate his votes and give one candidate a number of votes equal to the number\nof directors to be elected, multiplied by the number of votes to which his\nshares are entitled, or to distribute his votes on the same principle among as\nmany candidates as he thinks fit, provided that no shareholder shall be entitled\nto cumulate votes unless such candidate or candidates names have been placed in\nnomination prior to the voting and the shareholder has given notice at the\nmeeting, prior to the voting, of the shareholder's intention to cumulate the\nshareholder's votes. If any one shareholder has given such notice, all\nshareholders may cumulate their votes for candidates in nomination. The\ncandidates receiving the highest number of votes of the shares entitled to be\nvoted for them, up to the number of directors to be elected by such shares,\nshall be elected.\n\n     Any holder of shares entitled to vote on any matter may vote part of the\nshares in favor of the proposal and refrain from voting the remaining shares or\nvote them against the proposal, other than elections to office, but, if the\nshareholder fails to specify the number of shares such shareholder is voting\naffirmatively, it shall be conclusively presumed that the shareholder's\napproving vote is with respect to all shares said shareholder is entitled to\nvote.\n\n          Section 2.7  Quorum.\n          -----------  -------\n\n     A majority of the shares entitled to vote, represented in person or by\nproxy, shall constitute a quorum at any meeting of shareholders. If a quorum is\npresent, the affirmative vote of a majority of the shares represented at the\nmeeting and entitled to vote on any matter shall be the act of the shareholders,\nunless otherwise required by the Articles of Incorporation.\n\n     The shareholders present at a duly called or held meeting at which a quorum\nis present may continue to do business until adjournment, notwithstanding the\nwithdrawal of enough shareholders to leave less than a quorum, if any action\ntaken (other than adjournment) is approved by at least a majority of the shares\nrequired to constitute a quorum.\n\n \n          Section 2.8  Consent of Absentees.\n          -----------  ---------------------\n\n     The transactions of any meeting of shareholders, if not duly called and\nnoticed, and wherever held, shall be as valid as though had at a meeting duly\nheld after regular call and notice, if a quorum is present either in person or\nby proxy, and if, either before or after the meeting, each of the shareholders\nentitled to vote, not present in person or by proxy, signs a written waiver of\nnotice, or a consent to the holding of such meeting, or an approval of the\nminutes thereof. All such waivers, consents, or approvals shall be filed with\nthe corporate records or made a part of the minutes of the meeting.\n\n     Attendance of a person at a meeting shall constitute a waiver of notice of\nsuch meeting, except when a person objects, at the beginning of the meeting, to\nthe transaction of any business because the meeting is not lawfully called or\nconvened; provided, that attendance at a meeting is not a waiver of any right to\nobject to the consideration of matters required by law or these Bylaws to be\nincluded in the notice but not so included if such objection is expressly made\nat the meeting.\n\n          Section 2.9  Action Without Meeting.\n          -----------  -----------------------\n\n     Any action which may be taken at any meeting of shareholders may be taken\nwithout a meeting and without prior notice, if a consent in writing, setting\nforth the actions so taken, shall be signed by the holders of outstanding shares\nhaving not less than the minimum number of votes which would be necessary to\nauthorize or take such action at a meeting at which all shares entitled to vote\nthereon were present and voted; provided, that except to fill a vacancy as\nprovided in Section 3.6 of these Bylaws, Directors may not be elected by written\nconsent except by unanimous written consent of all shares entitled to vote for\nthe election of Directors.\n\n     Unless the consents of all shareholders entitled to vote have been\nsolicited in writing, notice of the following actions approved by shareholders\nwithout a meeting by less than unanimous written consent shall be given to those\nshareholders entitled to vote who have not consented in writing at least ten\n(10) days before the consummation of the action authorized by such approval:\n\n     1.   Approval of a contract or other transaction between the corporation\nand one or more of its Directors, or between the corporation and any\ncorporation, firm or association in which one or more of its Directors has a\nmaterial financial interest.\n\n     2.   Approval of any indemnification to be made by the corporation of a\nperson who was or is a party or is threatened to be made a party to any\nproceeding by reason of the fact that such person was or is an agent of the\ncorporation.\n\n     3.   Approval of the principal terms of a reorganization.\n\n     4.   Approval of a plan of distribution of the shares, obligations or\nsecurities of any other corporation, or assets other than money, which is not in\naccordance with the liquidation\n\n \nrights of the preferred shares as specified in the Articles of Incorporation or\na Certificate of Determination.\n\n     Unless the consents of all shareholders entitled to vote have been\nsolicited in writing, prompt notice of the taking of any corporate action not\nlisted above which is approved by shareholders without a meeting by less than\nunanimous written consent, shall be given to those shareholders entitled to vote\nwho have not consented in writing.\n\n     Such notice shall be given as provided in Section 2.4 of these Bylaws.\n\n          Section 2.10  Proxies.\n          ------------  --------\n\n     Every person entitled to vote shares may authorize another person or\npersons to act by proxy with respect to such shares. No proxy shall be valid\nafter the expiration of eleven (11) months from the date thereof unless\notherwise provided in the proxy.\n\n                                  ARTICLE III\n\n                                  DIRECTORS\n                                  ---------\n \n     Section 3.1  Powers.\n     -----------  -------\n\n     Subject to the limitations stated in the Articles of Incorporation, these\nBylaws, and the California Corporations Code as to actions which shall be\napproved by the shareholders or by the affirmative vote of a majority of the\noutstanding shares entitled to vote, and subject to the duties of Directors as\nprescribed by the California Corporations Code, all corporate powers shall be\nexercised by, or under the direction of, and the business and affairs of the\ncorporation shall be managed by, the Board of Directors.\n\n          Section 3.2  Number of Directors.\n          -----------  --------------------\n\n     The authorized number of directors of the corporation shall be not less\nthan four (4) nor more than seven (7) and the exact number of Directors\ninitially authorized shall be seven (7). The exact number of Directors may be\nfixed within the limits specified in this Section 3.2 by a Bylaw duly adopted by\nthe shareholders or by resolution of the Board of Directors. The minimum or\nmaximum number of Directors provided in this Section 3.2 may be changed or a\ndefinite number fixed without provision for an indefinite number, by a Bylaw\nduly adopted by the affirmative vote of a majority of the outstanding shares\nentitled to vote.\n\n          Section 3.3  Election and Term of Office.\n          -----------  ----------------------------\n\n     The Directors shall be elected at each annual meeting of shareholders, but\nif any such annual meeting is not held, or the Directors are not elected\nthereat, the Directors may be elected at any special meeting of the shareholders\nheld for that purpose. All Directors shall hold office until the expiration of\nthe term for which elected and until their respective successors are elected,\n\n \nexcept in the case of the death, resignation or removal of any Director. A\nDirector need not be a shareholder.\n\n          Section 3.4  Resignation.\n          -----------  ------------\n\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 resignation is effective at a future time, a\nsuccessor may be elected to take office when the resignation becomes effective.\n\n          Section 3.5  Removal.\n          -----------  --------\n\n     The entire Board of Directors or any individual Director may be removed\nfrom office, prior to the expiration of their or his term of office only in the\nmanner and within the limitations provided by the California Corporations Code.\n\n     No reduction of the authorized number of Directors shall have the effect of\nremoving any Director prior to the expiration of such Director's term of office.\n\n          Section 3.6  Vacancies.\n          -----------  ----------\n\n     A vacancy in the Board of Directors shall be deemed to exist (i) in case of\nthe death, resignation or removal of any Director, (ii) if the Board of\nDirectors by resolution declares vacant the office of a Director who has been\ndeclared of unsound mind by an order of court or convicted of a felony, (iii) if\nthe authorized number of Directors is increased, or (iv) if the shareholders\nfail at any annual or special meeting of shareholders at which any Director or\nDirectors are elected to elect the full authorized number of Directors to be\nvoted for at that meeting.\n\n     Vacancies in the Board of Directors may be filled by a majority of the\nremaining Directors, or if the number of Directors then in office is less than a\nquorum by (i) unanimous written consent of the Directors then in office, (ii)\nthe affirmative vote of a majority of the Directors then in office at a meeting\nheld pursuant to notice or waivers of notice, or (iii) 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 at least a majority of the required quorum), or by the unanimous\nwritten consent of all shares entitled to vote thereon. Each Director so elected\nshall hold office until the expiration of the term for which he was elected and\nuntil his successor is elected at an annual or a special meeting of the\nshareholders, or until his death, resignation or removal.\n\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 requires the consent of\nthe holders of a majority of the outstanding shares entitled to vote.\n\n \n          Section 3.7  Organization Meeting.\n          -----------  ---------------------\n\n     Immediately after each annual meeting of shareholders, the Board of\nDirectors shall hold a regular meeting for the purpose of organization, the\nelection of officers and the transaction of other business. No notice of such\nmeeting need be given.\n\n          Section 3.8  Other Regular Meetings.\n          -----------  -----------------------\n\n     The Board of Directors may provide by resolution the time and place for the\nholding of regular meetings of the Board; provided, however, that if the date so\ndesignated falls upon a legal holiday, then the meeting shall be held at the\nsame time and place on the next succeeding day which is not a legal holiday. No\nnotice of such regular meetings of the Board need be given.\n\n          Section 3.9  Calling Meetings.\n          -----------  -----------------\n\n     Meetings of the Board of Directors for any purpose or purposes shall be\nheld whenever called by the Chairman of the Board, the President or the\nSecretary or any two Directors of the corporation.\n\n          Section 3.10  Place of Meetings.\n          ------------  ------------------\n\n     Meetings of the Board of Directors shall be held at any place within or\nwithout the State of California which may be designated in the notice of the\nmeeting, or, if not stated in the notice or there is no notice, designated by\nresolution of the Board.  In the absence of such designation, meetings of the\nBoard of Directors shall be held at the principal executive office of the\ncorporation.\n\n          Section 3.11  Telephonic Meetings.\n          ------------  --------------------\n\n     Members of the Board may participate in a regular or special meeting\nthrough use of conference telephone or similar communications equipment, so long\nas all members participating in such meeting can hear one another.\nParticipation in a meeting pursuant to this Section 3.11 constitutes presence in\nperson at such meeting.\n\n          Section 3.12  Notice of Special Meetings.\n          ------------  ---------------------------\n\n     Written notice of the time and place of special meetings of the Board of\nDirectors shall be delivered personally to each Director, or sent to each\nDirector by mail, telephone or telegraph. In case such notice is sent by mail,\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, or by telephone or telegraph, it shall be so delivered at least\nforty-eight (48) hours prior to the time of the holding of the meeting. Such\nnotice may be given by the Secretary of the corporation or by the persons who\ncalled said meeting. Such notice need not specify the purpose of the meeting,\nand notice shall not be necessary if appropriate waivers, consents and\/or\napprovals are filed in accordance with Section 3.13 of these Bylaws.\n\n \n          Section 3.13  Waiver of Notice.\n          ------------  -----------------\n\n     Notice of a meeting need not be given to any Director who signs a waiver of\nnotice, whether before or after the meeting, or who attends the meeting without\nprotesting, prior thereto or at its commencement, the lack of notice to such\nDirector.\n\n     The transactions of any meeting of the Board of Directors, however called\nand noticed or wherever held, shall be as valid as though had at a meeting duly\nheld after regular call and notice if a quorum is present and if, either before\nor after the meeting, each of the Directors not present signs a written waiver\nof notice, a consent to holding the meeting or an approval of the minutes\nthereof. All such waivers, consents and approvals shall be filed with the\ncorporate records or made a part of the minutes of the meeting.\n\n          Section 3.14  Action Without Meeting.\n          ------------  -----------------------\n\n     Any action required or permitted to be taken by the Board of Directors may\nbe taken without a meeting, if all members of the Board shall individually or\ncollectively consent in writing to such action. Such written consent or consents\nshall be filed with the minutes of the proceedings of the Board. Such action by\nwritten consent shall have the same force and effect as a unanimous vote of such\nDirectors.\n\n          Section 3.15  Quorum.\n          ------------  -------\n\n     A majority of the authorized number of Directors shall constitute a quorum\nfor the transaction of business. Every act or decision done or made by a\nmajority of the Directors present at a meeting duly held at which a quorum is\npresent shall be the act of the Board of Directors, unless the Articles of\nIncorporation, or the California Corporations Code, specifically requires a\ngreater number. In the absence of a quorum at any meeting of the Board of\nDirectors, a majority of the Directors present may adjourn the meeting as\nprovided in Section 3.16 of these Bylaws. A meeting at which a quorum is\ninitially present may continue to transact business, notwithstanding the\nwithdrawal of enough Directors to leave less than a quorum, if any action taken\nis approved by at least a majority of the required quorum for such meeting.\n\n          Section 3.16  Adjournment.\n          ------------  ------------\n\n     Any meeting of the Board of Directors, whether or not a quorum is present,\nmay be adjourned to another time and place by the vote of a majority of the\nDirectors present. Notice of the time and place of the adjourned meeting need\nnot be given to absent Directors if said time and place are fixed at the meeting\nadjourned.\n\n          Section 3.17  Inspection Rights.\n          ------------  ------------------\n\n     Every Director shall have the absolute right at any time to inspect, copy\nand make extra copies of, in person or by agent or attorney, all books, records\nand documents of every kind and to inspect the physical properties of the\ncorporation.\n\n \n          Section 3.18  Fees and Compensation.\n          ------------  ----------------------\n\n     Directors shall not receive any stated salary for their services as\ndirectors, but, by resolution of the Board, a fixed fee, with or without\nexpenses of attendance, may be allowed for attendance at each meeting. Nothing\nherein contained shall be construed to preclude any Director from serving the\ncorporation in any other capacity as an officer, agent, employee, or otherwise,\nand receiving compensation therefor.\n\n          Section 3.19  Loans to Officers.\/1\/\n          ------------  ---------------------\n\n     The Board may approve loans of money or property from the corporation to,\nand guaranties by the corporation of the obligations of, any officer, whether or\nnot a director, of the corporation, and may adopt employee benefit plans\nauthorizing such loans and\/or guaranties, without the approval of the\nshareholders of the corporation, provided that:\n\n     (a)  the corporation has outstanding shares held of record by more than 100\npersons on the date of approval by the Board;\n\n     (b)  the vote for approval is sufficient without counting the vote of any\ninterested director or directors; and\n\n     (c)  the Board determines that such loan, guaranty, or plan may reasonably\nbe expected to benefit the corporation.\n\n                                  ARTICLE IV\n\n                   EXECUTIVE COMMITTEE AND OTHER COMMITTEES\n                   ----------------------------------------\n \n     Section 4.1  Executive Committee.\n     -----------  --------------------\n\n     The Board of Directors may, by resolution adopted by a majority of the\nauthorized number of Directors, appoint an executive committee, consisting of\ntwo or more Directors. The Board may designate one or more Directors as an\nalternate member of such committee, who may replace any absent member of any\nmeeting of the committee. The executive committee, subject to any limitations\nimposed by the California Corporations Code, or by resolution adopted by the\naffirmative vote of a majority of the authorized number of Directors, or imposed\nby the Articles of Incorporation or by these Bylaws, shall have and may exercise\nall of the powers of the Board of Directors.\n\n          Section 4.2  Other Committees.\n          -----------  -----------------\n\n     The Board of Directors may, by resolution adopted by a majority of the\nauthorized number of Directors, designate such other committees, each consisting\nof 2 or more Directors, as\n\n________________________\n\n \/1\/ This section is effective only if it has been approved by the shareholders\n     in accordance with Sections 315(b) and 152 of the Code.\n\n \nit may from time to time deem advisable to perform such general or special\nduties as may from time to time be delegated to any such committee by the Board\nof Directors, subject to the limitations contained in the California\nCorporations Code, or imposed by the Articles of Incorporation or by these\nBylaws. The Board may designate one or more Directors as alternate members of\nany committee, who may replace any absent member at any meeting of the\ncommittee.\n\n          Section 4.3  Minutes and Reports.\n          -----------  --------------------\n\n     Each committee shall keep regular minutes of its proceedings, which shall\nbe filed with the Secretary. All action by any committee shall be reported to\nthe Board of Directors at the next meeting thereof, and, insofar as rights of\nthird parties shall not be affected thereby, shall be subject to revision and\nalteration by the Board of Directors.\n\n          Section 4.4  Meetings.\n          -----------  ---------\n\n     Except as otherwise provided in these Bylaws or by resolution of the Board\nof Directors, each committee shall adopt its own rules governing the time and\nplace of holding and the method of calling its meetings and the conduct of its\nproceedings and shall meet as provided by such rules, and it shall also meet at\nthe call of any member of the committee. Unless otherwise provided by such rules\nor by resolution of the Board of Directors, committee meetings shall be governed\nby Sections 3.11, 3.12 and 3.13 of these Bylaws.\n\n          Section 4.5  Term of Office of Committee Members.\n          -----------  ------------------------------------\n\n     The term of office of any committee member shall be as provided in the\nresolution of the Board of Directors designating him but shall not exceed his\nterm as a Director. Any member of a committee may be removed at any time by\nresolution adopted by Directors holding a majority of the directorships, either\npresent at a meeting of the Board or by written approval thereof.\n\n                                   ARTICLE V\n\n                                   OFFICERS\n                                   --------\n \n     Section 5.1  Officers.\n     -----------  ---------\n\n     The Officers of the corporation shall be a Chairman of the Board, a Chief\nExecutive Officer, a President, a Secretary and a Chief Financial Officer. The\ncorporation may also have, at the discretion of the Board of Directors, one or\nmore Vice Presidents, one or more Assistant Secretaries and such other Officers\nas may be appointed in accordance with the provisions of Section 3 of this\nArticle. One person may hold two or more offices.\n\n          Section 5.2  Election.\n          -----------  ---------\n\n     The Officers of the corporation, except such Officers as may be appointed\nin accordance with the provisions of Section 3 or Section 5 of this Article,\nshall be chosen annually by the\n\n \nBoard of Directors, and each shall hold his office until he shall resign or\nshall be removed or otherwise disqualified to serve, or his successor shall be\nelected and qualified.\n\n          Section 5.3  Subordinate Officers, etc.\n          -----------  --------------------------\n\n     The Board of Directors may appoint such other Officers as the business of\nthe corporation may require, each to whom shall hold office for such period,\nhave such authority and perform such duties as the Board of Directors may from\ntime to time determine.\n\n          Section 5.4  Removal and Resignation.\n          -----------  ------------------------\n\n     Any Officer may be removed, with or without cause, by a majority of the\nDirectors at any time in office, at any regular or special meeting of the Board,\nor, except in case of an Officer chosen by the Board of Directors, by any\nOfficer upon whom such chosen by the Board of Directors, by any Officer upon\nwhom such powers of removal may be conferred by the Board of Directors.\n\n     Any Officer may resign at any time by giving written notice to the Board of\nDirectors, or to the Chief Executive Officer, or to the Secretary of the\ncorporation. Any such resignation shall take effect at the date of the receipt\nof such notice or at any later time specified therein. Unless otherwise\nspecified therein, the acceptance of such resignation shall not be necessary to\nmake it effective.\n\n          Section 5.5  Vacancies.\n          -----------  ----------\n\n     A vacancy in any office because of death, resignation, removal,\ndisqualification or any other cause shall be filled by the Board of Directors.\n\n          Section 5.6  Chairman of the Board.\n          -----------  ----------------------\n\n     The Chairman of the Board, if there shall be such an Officer, shall, if\npresent, preside at all meetings of the Board of Directors, and shall exercise\nand perform such other powers and duties as may be from time to time assigned to\nhim by the Board of Directors.\n\n          Section 5.7  Chief Executive Officer.\n          -----------  ------------------------\n\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 Chief\nExecutive Officer shall be the general manager of the corporation and shall,\nsubject to the control of the Board of Directors, have general supervision,\ndirection and control of the business and Officers of the corporation. He shall\npreside at all meetings of the shareholders and, in the absence of the Chairman\nof the Board, or if there be none, at all meetings of the Board of Directors. He\nshall be ex-officio a member of all the standing committees, including the\nExecutive Committee, if any. He shall have such other powers and duties as may\nbe prescribed by the Board of Directors.\n\n \n          Section 5.8  President.\n          -----------  ----------\n\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, and subject\nto the supervision of the Chief Executive Officer, if such Office is held by\nanother person, the President shall have responsibility for the day-to-day\nmanagement of the business and affairs of the corporation. In the absence or\ndisability of the Chief Executive Officer, if such Office is held by another\nperson, the President shall perform all duties of the Chief Executive Officer,\nand when so acting shall have all the powers of, and be subject to all the\nrestrictions upon, the President. He shall have such other powers and duties as\nmay be prescribed by the Board of Directors.\n\n          Section 5.9  Vice President.\n          -----------  ---------------\n\n     In the absence or disability of the President, the Vice Presidents, in\norder of their rank as fixed by the Board of Directors, or if not ranked, the\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\nChief Executive Officer, the President or the Chairman of the Board.\n\n          Section 5.10  Secretary.\n          ------------  ----------\n\n     The Secretary shall keep, or cause to be kept, a book of minutes at the\nprincipal office or such other place as the Board of Directors may order, of all\nmeetings of Directors and Shareholders, with the time and place of holding,\nwhether regular or special, and if special, how authorized, the notice thereof\ngiven, the names of those present at Directors' meetings, the number of shares\npresent of represented at Shareholders' meetings and the proceedings thereof.\n\n     The Secretary shall keep, or cause to be kept, at the principal office or\nat the office of the corporation's transfer agent, a share register, or\nduplicate share register, showing the names of the Shareholders and their\naddresses; the number and classes of shares held by each; the number and date of\ncertificates issued for the same; and the number and date of cancellation of\nevery certificate surrendered for cancellation.\n\n     The Secretary shall give, or cause to be given, notice of all the meetings\nof the Shareholders and of the Board of Directors required by these Bylaws or by\nlaw to be given. He shall keep the seal of the corporation in safe custody, and\nshall have such other powers and perform such other duties as may be prescribed\nby the Board of Directors.\n\n          Section 5.11  Chief Financial Officer.\n          ------------  ------------------------\n\n     This Officer shall keep and maintain, or cause to be kept and maintained in\naccordance with generally accepted accounting principles, adequate and correct\naccounts of the properties and business transactions of the corporation,\nincluding accounts of its assets, liabilities, receipts, \n\n \ndisbursements, gains, losses, capital, earnings (or surplus) and shares. The\nbooks of account shall at all reasonable times be open to inspection by any\nDirector.\n\n     This Officer shall deposit all monies and other valuables in the name and\nto the credit of the corporation with such depositaries as may be designated by\nthe Board of Directors.  He shall disburse the funds of the corporation as may\nbe ordered by the Board of Directors, shall render to the Chief Executive\nOfficer, the President and Directors, whenever they request it, an account of\nall of his transactions and of the financial condition of the corporation, and\nshall have such other powers and perform such other duties as may be prescribed\nby the Board of Directors.\n\n                                  ARTICLE VI\n\n                                 MISCELLANEOUS\n                                 -------------\n \n     Section 6.1  Record Date.\n     -----------  ------------\n\n     The Board of Directors may fix, in advance, a time in the future as the\nrecord date for the determination of shareholders entitled to notice of any\nmeeting or to vote or entitled to receive payment of any dividend or other\ndistribution or allotment of any rights or entitled to exercise any rights in\nrespect of any other lawful action.  Shareholders on the record date are\nentitled to notice and to vote or receive the dividend, distribution or\nallotment of rights or to exercise the rights, as the case may be,\nnotwithstanding any transfer of any shares in the books of the corporation after\nthe record date, except as otherwise provided by law.  Said record date shall\nnot be more than sixty (60) or less than ten (10) days prior to the date of such\nmeeting, nor more than sixty (60) days prior to any other action.\n\n     A determination of shareholders of record entitled to notice of or to vote\nat a meeting of shareholders shall apply to any adjournment of the meeting\nunless the Board fixes a new record date for the adjourned meeting, but the\nBoard shall fix a new record date if the meeting is adjourned for more than\nforty-five (45) days from the date set for the original meeting.\n\n     If no record date is fixed by the Board of Directors, the record date shall\nbe fixed pursuant to the California Corporations Code.\n\n          Section 6.2  Inspection of Corporate Records.\n          -----------  --------------------------------\n\n     The accounting books and records, and minutes of proceedings of the\nshareholders and the Board of Directors and committees of the Board shall be\nopen to inspection upon written demand made upon the corporation by any\nshareholder or the holder of a voting trust certificate, at any reasonable time\nduring usual business hours, for a purpose reasonably related to his interest as\na shareholder, or as the holder of such voting trust certificate.  The record of\nshareholders shall also be open to inspection by any shareholder or holder of a\nvoting trust certificate at any time during usual business hours upon written\ndemand on the corporation, for a purpose reasonably related to such holder's\ninterest as a shareholder or holder of a voting trust certificate.  Such\ninspection may be made in person or by an agent or attorney, and shall include\nthe right to copy and to make extracts.\n\n \n          Section 6.3  Execution of Corporate Instruments.\n          -----------  -----------------------------------\n\n     The Board of Directors may, in its discretion, determine the method and\ndesignate the statutory officer or officers, or other person or persons, to\nexecute any corporate instrument or document, or to sign the corporate name\nwithout limitation, except where otherwise provided by law, and such execution\nor signature shall be binding upon the corporation.  Unless otherwise\nspecifically determined by the Board of Directors, formal contracts of the\ncorporation, promissory notes, mortgages, evidences of indebtedness, conveyances\nor other instruments in writing, and any assignment or endorsement thereof,\nexecuted or entered into between the corporation and any person, may be signed\nby the Chairman of the Board, the President, any Vice President, the Secretary\nor the Treasurer of the corporation.\n\n          Section 6.4  Ratification by Shareholders.\n          -----------  -----------------------------\n\n     The Board of Directors may, subject to applicable notice requirements, in\nits discretion, submit any contract or act for approval or ratification of the\nshareholders at any annual meeting of shareholders, or at any special meeting of\nshareholders called for that purpose; and any contract or act which shall be\napproved or ratified by the affirmative vote of a majority of the shares\nentitled to vote represented at a duly held meeting at which a quorum is\npresent, or by the written consent of shareholders, shall be as valid and\nbinding upon the corporation and upon the shareholders thereof as though\napproved or ratified by each and every shareholder of the corporation, unless a\ngreater vote is required by law for such purpose.\n\n          Section 6.5  Annual Report.\n          -----------  --------------\n\n     For so long as the corporation has less than 100 holders of record of its\nshares, the mandatory requirement of an annual report is hereby expressly\nwaived.  The Board of Directors may, in its discretion, cause an annual report\nto be sent to the shareholders.  Such reports shall contain at least a balance\nsheet as of the close of such fiscal year and an income statement and statement\nof changes in financial  position for such fiscal year, and shall be accompanied\nby any report thereon of independent accountants, or if there is no such report,\nthe certificate of an authorized officer of the corporation that such statements\nwere prepared without audit in the books and records of the corporation.\n\n     A shareholder or shareholders holding at least five percent (5%) of the\noutstanding shares of any class of the corporation may make a written request to\nthe corporation for an income statement and\/or a balance sheet of the\ncorporation for the three-month, six-month or nine-month period of the current\nfiscal year ended more than thirty (30) days prior to the date of the request,\nand such statement shall be delivered or mailed to the person making the request\nwithin thirty (30) days thereafter.  Such statements shall be accompanied by the\nreport thereon, if any, of any independent accountants engaged by the\ncorporation or the certificates of an authorized officer of the corporation that\nsuch financial statements were prepared without audit from the books and records\nof the corporation.\n\n \n          Section 6.6  Representation of Shares of Other Corporations.\n          -----------  -----------------------------------------------\n\n     The President and Vice President of this corporation are authorized to\nvote, represent and exercise on behalf of the corporation all rights incident to\nany and all shares of any other corporation or corporations standing in the name\nof this corporation.  The authority herein granted to said officers to vote or\nrepresent on behalf of this corporation any and all shares held by this\ncorporation and any other corporation or corporations may be exercised either by\nsuch officers in person or by any person authorized so to do by proxy or power\nof attorney and duly executed by said officers.\n\n          Section 6.7  Inspection of Bylaws.\n          -----------  ---------------------\n\n     The corporation shall keep in its principal executive office in this State\nthe original or a copy of the Bylaws as amended or otherwise altered to date,\nwhich shall be open to inspection by the shareholders at all reasonable times\nduring office hours.\n\n                                  ARTICLE VII\n\n                                SHARES OF STOCK\n \n     Section 7.1  Form of Certificates.\n     -----------  ---------------------\n\n     Certificates for shares of stock of the corporation  shall be in such form\nand design as the Board of Directors shall determine and shall be signed in the\nname of the corporation by the Chairman of the Board, or the President or Vice\nPresident and by the Treasurer or an Assistant Treasurer or the Secretary or any\nAssistant Secretary.  Each certificate shall state the certificate number, the\ndate of issuance, the number, class or series and the name of the record holder\nof the shares represented thereby, the name of the corporation, and, if the\nshares of the corporation are classified or if any class of shares has two or\nmore series, there shall appear the statement required by the California\nCorporations Code.\n\n          Section 7.2  Transfer of Shares.\n          -----------  -------------------\n\n     Shares of stock may be transferred in any manner permitted or provided by\nlaw.  Before any transfer of stock is entered upon the books of the corporation,\nor any new certificate issued therefor, the older certificate, properly\nendorsed, shall be surrendered and cancelled, except when a certificate has been\nlost, stolen or destroyed.\n\n          Section 7.3  Lost Certificates.\n          -----------  ------------------\n\n     The Board of Directors may order a new certificate for shares of stock to\nbe issued in the place of any certificate alleged to have been lost, stolen or\ndestroyed, but in every such case, the owner or the legal representative of the\nowner of the lost, stolen or destroyed certificates may be required to give the\ncorporation a bond (or other adequate security) in such form and amount as the\nBoard may deem sufficient to indemnify it against any claim that may be made\nagainst the \n\n \ncorporation (including any expense or liability) on account of the alleged loss,\ntheft or destruction of any such certificate or issuance of such new\ncertificate.\n\n                                 ARTICLE VIII\n\n                                INDEMNIFICATION\n                                ---------------\n \n     Section 8.1  Indemnification by Corporation.\n     -----------  -------------------------------\n\n     Each person who was or is made a party or is threatened to be made a party\nto or is involved in any action, suit or proceeding, whether civil, criminal,\nadministrative or investigative ('Proceeding'), by reason of the fact that he or\nshe, or a person of whom he or she is the legal representative, is or was a\ndirector or officer of the corporation or is or was serving at the request of\nthe corporation as a director, officer, employee or agent of another corporation\nor of a partnership, joint venture, trust or other enterprise, including service\nwith respect to employee benefit plans, or was a director, officer, employee or\nagent of a corporation which was a predecessor corporation of the corporation or\nof another enterprise at the request of such predecessor corporation, whether\nthe basis of such Proceeding is alleged action in an official capacity as a\ndirector, officer, employee or agent or in any other capacity while serving as a\ndirector, officer, employee or agent, shall be indemnified and held harmless by\nthe corporation to the fullest extent authorized by the California General\nCorporation Law, against all expenses, liability and loss (including attorneys'\nfees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to\nbe paid in settlement) reasonably incurred or suffered by such person in\nconnection therewith and such indemnification shall continue as to a person who\nhas ceased to be a director, officer, employee or agent and shall inure to the\nbenefit of his or her heirs, executors and administrators; provided, however,\nthat, except as provided in Section 8.2 of this Article VIII, the corporation\nshall indemnify any such person seeking indemnity in connection with a\nProceeding (or part thereof) initiated by such person only if such Proceeding\n(or part thereof) was authorized by the board of directors of the corporation.\nThe right to indemnification conferred by this Section shall include the right\nto be paid by the corporation expenses incurred in defending any such Proceeding\nin advance of its final disposition to the fullest extent authorized by the\nCalifornia General Corporation Law; provided, however, that, if required by the\nCalifornia General Corporation Law, the payment of such expenses incurred by\nsuch person in advance of the final disposition of such Proceeding shall be made\nonly upon delivery to the corporation of an undertaking, by or on behalf of such\nperson, to repay all amounts so advanced if it should be determined ultimately\nthat such person is not entitled to be indemnified under this Section or\notherwise.\n\n          Section 8.2  Right of Claimant to Bring Suit.\n          -----------  --------------------------------\n\n     If a claim under Section 8.1 of this Article VIII is not paid in full by\nthe corporation within ninety (90) days after a written claim has been received\nby the corporation, the claimant may at any time thereafter bring suit against\nthe corporation to recover the unpaid amount of the claim and, if successful in\nwhole or in part, the claimant shall be entitled to be paid also the expense of\nprosecuting such claim.  It shall be a defense to any such action (other than an\naction \n\n \nbrought to enforce a claim for expenses incurred in defending any Proceeding in\nadvance of its final disposition where the required undertaking, if any, has\nbeen tendered to the corporation) that the claimant has not met the standards of\nconduct which make it permissible under the California General Corporation Law\nfor the corporation to indemnify the claimant for the amount claimed. Neither\nthe failure of the corporation (including its board of directors, independent\nlegal counsel, or it shareholders) to have made a determination prior to the\ncommencement of such action that indemnification of the claimant is proper in\nthe circumstances because he or she has met the applicable standard of conduct\nset forth in the California General Corporation Law, nor an actual determination\nby the corporation (including its board of directors, independent legal counsel,\nor its shareholders) that the claimant has not met such applicable standard of\nconduct, shall be a defense to the action or create a presumption that claimant\nhas not met the applicable standard of conduct.\n\n          Section 8.3  Indemnification of Employees and Agents of the\n          -----------  ----------------------------------------------\n                       Corporation.\n                       ------------\n\n     The corporation may, to the extent authorized from time to time by the\nBoard of Directors, grant rights to indemnification, and to the advancement of\nexpenses to any employee or agent of the corporation to the fullest extent of\nthe provisions of this Article with respect to the indemnification of and\nadvancement of expenses to directors and officers of the corporation.\n\n          Section 8.4  Rights Not Exclusive.\n          -----------  ---------------------\n\n     The rights conferred on any person by this Article VIII above shall not be\nexclusive of any other right which such person may have or hereafter acquire\nunder any statute, provision of the Articles of Incorporation, Bylaw, agreement,\nvote of shareholders or disinterested directors or otherwise.\n\n          Section 8.5  Indemnity Agreements.\n          -----------  ---------------------\n\n     The Board of Directors is authorized to enter into a contract with any\nDirector, officer, employee or agent of the corporation, or any person who is or\nwas serving at the request of the corporation as a Director, officer, employee\nor agent of another corporation, partnership, joint venture, trust or other\nenterprise, including employee benefit plans, or any person who was a director,\nofficer, employee or agent of a corporation which was a predecessor corporation\nof the corporation or of another enterprise at the request of such predecessor\ncorporation, providing for indemnification rights equivalent to or, if the Board\nof Directors so determines, greater than, those provided for in this Article\nVIII.\n\n          Section 8.6  Insurance.\n          -----------  ----------\n\n     The corporation may purchase and maintain insurance, at its expense, to\nprotect itself and any Director, officer, employee or agent of the corporation\nor another corporation (including a predecessor corporation), partnership, joint\nventure, trust or other enterprise against any such expense, liability or loss,\nwhether or not the corporation would have the power to indemnify such person\nagainst such expense, liability or loss under the California Corporations Code.\n\n \n          Section 8.7  Amendment, Repeal or Modification.\n          -----------  ----------------------------------\n\n     Any amendment, repeal or modification of any provision of this Article VIII\nby the shareholders or the Directors of the corporation shall not adversely\naffect any right or protection of a Director or officer of the corporation\nexisting at the time of such amendment, repeal or modification.'\n\n                                  ARTICLE IX\n\n                                  AMENDMENTS\n                                  ----------\n \n     Section 9.1  Power of Shareholders.\n     -----------  ----------------------\n\n     New Bylaws may be adopted or these Bylaws may be amended or repealed by the\naffirmative vote of a majority of the outstanding shares entitled to vote or by\nthe written consent thereof, except as otherwise provided by law or by the\nArticles of Incorporation.\n\n          Section 9.2  Power of Directors.\n          -----------  -------------------\n\n     Subject to the right of shareholders as provided in Section 9.1 of these\nBylaws, Bylaws other than a Bylaw or amendment thereof specifying or changing\nthe authorized number of Directors, or the minimum or maximum number of a\nvariable Board of Directors, or changing from a fixed to a variable Board of\nDirectors or vice versa, may be adopted, amended or repealed by the approval of\nthe Board of 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