in such manner, as the Board shall determine, or if no such determination is made, as the Presidentshall determine, subject to the requirements of applicable law.     Section 2.05 Conduct of Meetings. Subject to the requirements of applicable law, allAnnual and Special Meetings of Shareholders shall be conducted in accordance with such rules andprocedures as the Board may determine and, as to matters not governed by such rules and procedures,as the chairman of such Annual or Special Meetings shall determine.     Section 2.06 Quorum. The holders of a majority of the shares issued andoutstanding and entitled to vote at an Annual or Special Meeting of the Shareholders shall berequisite and shall constitute a quorum thereat for the transaction of business except as otherwiseprovided by statute, by the Articles of Incorporation (the “Articles”) or by these Bylaws. If aquorum is not present or represented at a meeting of the Shareholders, the Shareholders entitled tovote shall have power to adjourn such meeting from time to time, without notice other than anannouncement at such meeting, until a quorum is present or represented. At any such adjournedmeeting at which a quorum is present or represented, any business may be transacted that might havebeen transacted at the meeting as originally notified.     Section 2.07 Proxies. Every person entitled to vote or to execute consents may do soeither in person or by written proxy filed with the Secretary of the Corporation authorizinganother person or persons to vote with respect to such shares. The proxy shall not be valid afterthe expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.Every proxy continues in full force and effect until revoked by the person executing it prior tothe vote pursuant thereto, except as otherwise provided in the applicable law.     Section 2.08 Action Without Meeting. Any action required by statute to be taken atany Annual or Special Meeting of the Shareholders, or any action that may be taken at any Annual orSpecial Meeting of the Shareholders, may be taken without a meeting, without prior notice if aconsent in writing setting forth the action so taken, shall be signed by the holders of theoutstanding shares having not less than the minimum number of votes that would be necessary toauthorize or take such action at a meeting at which all shares entitled to vote thereon werepresent and voted. The signed consent or a signed copy shall be placed in the Minute Book of theCorporation and prompt notice of the taking of the corporate action shall be given to thoseShareholders who have not consented in writing.ARTICLE IIIDIRECTORS     Section 3.01 Number. The authorized number of Directors on the Board shall not beless than four nor more than six unless changed by a duly adopted Bylaw amending this Section 3.01,as provided by these Bylaws and pursuant to applicable law. The Board shall initially be comprisedof five Directors. The exact number of Directors shall be fixed, from time to time within thelimits specified, by resolution duly adopted either by the Board or the Shareholders.     Section 3.02 Qualification-Independent Director; Election, Term.
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     (a) Of the authorized number of Directors provided in Section 3.01; the Corporation shall atall times, except as noted hereafter, have at least two Directors (each, an “Independent Director”)who is not (i) a director, officer or employee of any affiliate of the Corporation; (ii) a personrelated to any officer or director of any affiliate of the Corporation; (iii) a holder (directly orindirectly) of more than ten percent (10%) of any voting securities of any affiliate of theCorporation; or (iv) a person related to a holder (directly or indirectly) of more than ten percent(10%) of any voting securities of any affiliate of the Corporation. In the event of the death,incapacity, resignation or removal of all Independent Directors, the Board shall promptly appointan Independent Director for each Independent Director whose death, incapacity, resignation orremoval caused the related vacancy on the Board; provided, however, that the Board shall not voteon any matter unless and until at least two Independent Directors have been duly appointed to serveon the Board.     (b) Except as otherwise provided by Sections 3.03 and 3.04 herein, the Directors shall beelected at the Annual Meeting of Shareholders.     (c) Each Director elected shall hold office until the next Annual Meeting of Shareholders anduntil his successor has been elected and qualified or until his death, resignation, retirement,disqualification or removal.     Section 3.03 Removal of Directors. Except as otherwise provided by applicable law, adirector may only be removed by the Shareholders.     Section 3.04 Vacancies on the Board. Vacancies on the Board, excluding vacanciescreated by removal of Directors, may be filled by approval of the Board or, if the number ofDirectors then in office is less than a quorum, by (1) the unanimous written consent of theDirectors then in office, (2) the affirmative vote of a majority of the remaining Directors, or (3)a sole remaining Director. The Shareholders may at any time elect a Director or Directors to fillany vacancy or vacancies not filled by the Board and shall have the right to fill any vacancy orvacancies created by the removal of one or more Directors,     Section 3.05 Powers. Subject to limitations of the Articles, the Bylaws, andapplicable law relating to actions required to be approved by the Shareholders or by theoutstanding shares, the business and affairs of the Corporation shall be managed and all corporatepowers shall be exercised by or under the direction of the Board. The Board may delegate themanagement. of the day-to-day operation of the business of the Corporation to the officers of theCorporation or other persons provided that the business and affairs of the Corporation shall bemanaged by and all corporate powers shall be exercised under the ultimate direction of the Board.     Section 3.06 Quorum. A majority of the members of the Board shall constitute a quorumof the Board for the transaction of business. Every act or decision done or made by a majority ofthe members of the Board present at a meeting duly held at which a quorum is present shallconstitute the act of the Board. In the absence of a quorum, a majority of the members of theBoard present at the time and place of any meeting may adjourn such meeting from time to time untila quorum is present. Notice of any adjourned meeting need not be given.
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     Section 3.07 Meetings of the Board. The Board may designate any place, within orwithout the State of California, for the holding of any meeting. If no such designation is made,the meeting shall be held at the Corporation’s principal executive office. Subject to therequirements of applicable law, all meetings of the Board shall be conducted in accordance withsuch rules and procedures as the Board may approve and, as to matters not governed by such rulesand procedures, as the chairman of such meeting shall determine.     The Board by resolution may provide for the holding of regular meetings, with or withoutnotice, and may fix the times and places within or outside the State of California at which suchmeetings shall be held.     Section 3.08 Action Without Meeting. Any action required or permitted to be taken atany meeting of the Board or of any committee thereof may be taken without a meeting if a writtenconsent setting forth the action so taken is signed by all members of the Board or of suchcommittee, as the case may be, and such written consent is filed with the Secretary of theCorporation and placed in the Minute Book. Such consent shall have the same force and effect as aunanimous vote at a meeting of such Board or committee.     Section 3.09 Committee. The Board may, by resolution adopted by a majority of thewhole Board, designate one or more committees, each committee to consist of two or more of theDirectors of the Corporation. Any such committee, to the extent provided in the resolution of theBoard, shall have and may exercise all the powers and authority of the Board in the management ofthe business and affairs of the Corporation, and may authorize the seal of the Corporation to beaffixed to all papers which may require it; but no such committee shall have any powers orauthority in reference to:     (a) the approval of any action for which the California General Corporation Law also requiresapproval of the Shareholders or approval of the outstanding shares;     (b) amending the Articles;     (c) approving an agreement of merger or consolidation;     (d) recommending to the Shareholders the sale, lease or exchange of all or substantially allof the Corporation’s property and assets otherwise than in the usual and regular course of itsbusiness;     (e) recommending to the Shareholders a dissolution of the Corporation or a revocation thereof;     (f) amending or repealing the Bylaws of the Corporation or adopting new Bylaws of theCorporation;     (g) amending or repealing any resolution of the Board which by its express terms is not soamendable or repealable;
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     (h) appointing other committees of the Board or the members thereof;     (i) filling vacancies in or removing members of the Board or on any committee appointed by theBoard;     (j) fixing the compensation of the Directors for serving on the Board or for serving as amember of any committee thereof; or     (k) a “distribution”, as such term is defined in Section 166 of the California GeneralCorporation Law, except at a rate, in a periodic amount or within a specific price range determinedby the Board, and, unless the resolution of the Board expressly so provides, no such committeeshall have the power or authority to otherwise declare a dividend or to authorize the issuance ofstock.Any such committee shall report on its meetings to the Board at the next meeting of the Board.     Section 3.10 Executive Committee of the Board. Subject to these Bylaws, includingSections 3.07, 3.08 and 3.09, the Articles and the provisions of applicable law, the ExecutiveCommittee of the Board (the “Executive Committee”) is authorized by unanimous written consent ofall its Executive Committee members to bind this Corporation without the consent of other membersof the Board and shall have and may exercise all of the authority of the Board in the management ofthe business and affairs of the Corporation, including the power to authorize the seal of theCorporation to be affixed to all papers which may require it. Upon the unanimous consent of allmembers of the Executive Committee, the Executive Committee is also authorized by these Bylaws toauthorize the fixture purchase and sale of Receivables as defined and provided for in the Articles.     Section 3.11 Removal of Committee Members. Any member of the Executive Committee andother committees may be removed by the Board by the affirmative vote of a majority of the wholeBoard, whenever in its judgment the best interests of the Corporation will be served thereby.     Section 3.12 Vacancies in Committees. A vacancy occurring in the Executive Committeeor any other committee of the Board (by death, resignation, retirement, disqualification, removalor otherwise) may be filled by the Board in the manner provided for original designation in Section3.09.     Section 3.13 Compensation. Members of the Board, the Executive Committee or any othercommittee may, by resolution of the Board, be allowed compensation for their service to theCorporation, including for attending Board or committee meetings.     Section 3.14 Telephone and Similar Meetings. Members of the Board and committeemembers may participate in and hold a meeting by means of conference telephone or similarcommunications equipment, so long as all persons participating in the meeting can hear each other.Participation in such meeting shall constitute presence in person at the meeting, unless a person
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authorized to participate in such meeting participates in the meeting for the express purpose ofobjecting to the transaction of any business on the ground that the meeting was not lawfully calledor convened.     Section 3.15 Written Action or Minutes. The Board, the Executive Committee and anyother committees shall keep either a record of action taken or Minutes of their proceedings and, inthe case of any committee, report the same to the Board when required. The Minutes of theproceedings of the Board, the Executive Committee and other committees shall be placed in theMinute Book of the Corporation.ARTICLE IVINDEMNIFICATION OF DIRECTORS