** **

**Exhibit 3.7**

** **

**AMENDED AND RESTATED BYLAWS**

**(effective July 12, 2017)**

** **

**EXHIBIT A**

 

**AMENDED AND RESTATED BYLAWS**

 

**ARTICLE I.**

 

**OFFICES**

 

Section 1. PrincipalOffices. The board of directors shall fix the location of the principal executive office of the corporation at any place withinor outside the State of California.

 

Section 2. Other Offices.Other business offices may at any time be established by the board of directors at any place or places where the corporation isqualified to do business.

 

**ARTICLE II.**

 

**MEETINGS OF SHAREHOLDERS**

 

Section 1. Place ofMeetings.

 

(a) Meetings (whether regular,special or adjourned) of the shareholders of the corporation shall be held at any place, within or outside the State of California,designated by the board of directors. The board of directors may, in its sole discretion, determine that a meeting of shareholdersshall not be held at any place, or solely at any place, but may be held by means of remote communication as authorized by the CaliforniaCorporations Code. In the absence of any such designation, shareholders’ meetings shall be held at the principal executiveoffice of the corporation.

 

(b) A meeting of the shareholdersmay be conducted in whole or in part, by electronic transmission by and to the corporation or by electronic video screen communicationif: (i) the corporation implements reasonable measures to provide shareholders (in person or by proxy) a reasonable opportunityto participate in the meeting and to vote on matters submitted to the shareholders, and (ii) the corporation maintains a recordof the vote or action and any shareholder votes or other shareholder action is taken at the meeting by means of electronic transmissionto the corporation or electronic video screen communication.

 

Section 2. Annual Meeting.The annual meeting of the shareholders shall be held each year at a time and on such date as may be determined by the board ofdirectors. At the annual meeting, directors shall be elected and any other business may be transacted that is properly broughtbefore the meeting.

 

Section 3. Special Meeting.A special meeting of the shareholders may be called at any time by the board of directors acting pursuant to a resolution adoptedby a majority of the authorized directors, the chairman of the board, the president, or by one or more holders of shares entitledto cast not less than ten percent (10%) of the votes at the meeting. Except as next provided, notice shall be given as for theannual meeting.

 

Upon receipt of a writtenrequest addressed to the chairman or president, mailed or delivered personally to such officer by any person (other than the boardof directors) entitled to call a special meeting of shareholders (such request, if sent by a shareholder or shareholders, to includethe information required by Article II, Section 15 of these bylaws), such officer shall cause notice to be given, to theshareholders entitled to vote, that a meeting will be held at a time requested by the person or persons calling the meeting, notless than thirty five (35) nor more than sixty (60) days after the receipt of such request.

 

Section 4. Notice ofShareholders’ Meetings. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section5 of this Article II not less than ten (10) (or, if sent by third-class mail, thirty (30)) nor more than sixty (60)days before the date of the meeting. In addition to such other information as is required by the California Corporations Code,the notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature ofthe business to be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the timeof giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to beelected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.If the meeting is to be held in whole or in part by electronic transmission, the notice shall state the means of electronic transmissionby and to the corporation or electronic video screen communication, if any, by which shareholders may participate in the meeting.

 

 

 

 

Section 5. Manner ofGiving Notice; Affidavit of Notice. Notice of any meeting of shareholders shall be given either personally or by first-classmail (unless the corporation has outstanding shares held of record by 500 or more persons, determined as provided by the CaliforniaCorporations Code, on the record date for the shareholders’ meeting, in which case notice may be sent by third-class mail)or telegraphic, electronic, or other written communication, charges prepaid, addressed to the shareholder at the address of thatshareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice.If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to thatshareholder by first-class mail (or third-class mail, as provided above) or telegraphic or other written communication to the corporation’sprincipal executive office, or if published at least once in a newspaper of general circulation in the county where that officeis located. Notice shall be deemed to have been given at the time when delivered personally, deposited in the mail, or sent bytelegram, electronic transmission or other means of written communication.

 

If any notice addressedto a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation bythe United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to theshareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if theseshall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporationfor a period of one year from the date of giving of the notice.

 

An affidavit of the mailingor other means of giving any notice of any shareholders’ meeting shall be executed by the secretary, assistant secretaryor any transfer agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.

 

Section 6. Quorum.The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shallconstitute a quorum for the transaction of business. Subject to the requirement of a larger percentage vote contained in the articlesof incorporation, these bylaws or by statute, the shareholders present at a duly called or held meeting at which a quorum is presentmay continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum,if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

 

Section 7. AdjournedMeeting; Notice. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned fromtime to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, or by the presidingofficer of the meeting, but in the absence of a quorum, no other business may be transacted at that meeting, except as providedin Section 6 of this Article II.

 

When any meeting of shareholders,either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the timeand place (or the means of electronic transmission by and to the corporation or electronic video screen communication, if any,by which the shareholders may participate) are announced at the meeting at which the adjournment is taken, unless a new recorddate for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set forthe original meeting, in which case the board of directors shall set a new record date. At any adjourned meeting the corporationmay transact any business which might have been transacted at the original meeting.

 

Section 8. Voting.The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section11 of this Article II. The shareholders’ vote may be by voice vote or by ballot; provided, however, that any electionof directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections ofdirectors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares orvote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively,it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholderis entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting andentitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote ofa greater number of voting by classes is required by California Corporations Code or by the articles of incorporation.

 

At a shareholders’meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or morecandidates a number of votes greater than the number of the shareholders’ shares) unless the candidates’ names havebeen placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the votingof the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitledto vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directorsto be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’svotes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highestnumber of votes, up to the number of directors to be elected, shall be elected.

 

Section 9. Waiver ofNotice or Consent by Absent Shareholders. The transactions at any meeting of shareholders, either annual or special, howevercalled and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, ifa quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, whowas not present in person or by proxy, signs a written waiver of notice, a consent to holding of the meeting or an approval ofthe minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annualor special meeting of shareholders. All such waivers, consents or approvals shall be filed with the corporate records or made apart of the minutes of the meeting.

 

 

 

Attendance by a personat a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendanceat a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting ifthat objection is expressly made at the meeting.

 

Section 10. ShareholderAction by Written Consent Without a Meeting. Any action which may be taken at any annual or special meeting of shareholdersmay be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signedby the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or takethat action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of approval pursuantto any provision of the California Corporations Code specified in Section 603(b)(1), the notice shall be given at least ten (10)days before the consummation of any action authorized by that approval, unless the consents of all shareholders entitled to votehave been solicited in writing. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transfereeof the shares or a personal representative of shareholder or their respective proxy holders, may revoke the consent by a writingreceived by the secretary of the corporation before written consents of the number of shares required to authorize the proposedaction have been filed with the secretary. Such revocation is effective upon its receipt by the secretary. In the case of electionof directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for theelection of directors; provided, however, that a director may be elected at any time to fill a vacancy on the board of directorsthat has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitledto vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintainedin the corporate records.

 

If the consents of allshareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholdersshall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders withouta meeting. This notice shall be given in the manner specified in Section 5 of this Article II and applicable law.

 

Section 11. Record Datefor Shareholder Notice, Voting and Giving Consents. For purposes of determining the shareholders entitled to notice of anymeeting or entitled to vote or to give consent to corporate action without a meeting, the board of directors may fix, in advance,a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting normore than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date sofixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares onthe books of the corporation after the record date, except as otherwise provided in the California Corporations Code.

 

If the board of directorsdoes not so fix a record date:

 

(a) The record date fordetermining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on thebusiness day next preceding the day on which notice is given or, if notice is waived, at the close of business on the businessday next preceding the day on which the meeting is held.

 

(b) The record date fordetermining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action bythe board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the boardhas been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action,or the sixtieth (60th) day before the date of such other action, whichever is later.

 

Section 12. Proxies.

 

(a) Every person entitledto vote or execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxyexecuted by such person or such person’s duly authorized agent and filed with the secretary. No proxy shall be valid (i)after revocation thereof, unless the proxy is specifically made irrevocable and otherwise conforms to applicable law, or (ii) afterthe expiration of eleven (11) months from the date thereof, unless the person executing it specifies therein the length of timefor which such proxy is to continue in force. Revocation may be effected by a writing delivered to the secretary stating that theproxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executingthe proxy. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, a written noticeof such death or incapacity is received by the corporation.

 

(b) Every form of proxyor written consent, which provides an opportunity to specify approval or disapproval with respect to any proposal, shall also containan appropriate space marked “abstain,” whereby a shareholder may indicate a desire to abstain from voting his or hershares on the proposal. A proxy marked “abstain” by the shareholder with respect to a particular proposal shall notbe voted either for or against such proposal. In any election of directors, any form of proxy in which the directors to be votedupon are named therein as candidates and which is marked by a shareholder “withhold” or otherwise marked in a mannerindicating that the authority to vote for the election of directors is withheld shall not be voted either for or against the electionof a director.

 

 

 

Section 13. Inspectorsof Election. Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for officeto act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairmanof the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of electionat the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on therequest of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shalldetermine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as an inspector fails to appearor fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxyshall, appoint a person to fill that vacancy.

 

These inspectors shall:

 

(a) Determine the numberof shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity,validity and effect of proxies;

 

(b) Receive votes, ballotsor consents;

 

(c) Hear and determine allchallenges and questions in any way arising in connection with the right to vote;

 

(d) Count and tabulate allvotes or consents;

 

(e) Determine when the pollsshall close;

 

(f) Determine the result;and

 

(g) Do any other acts thatmay be proper to conduct the election or vote with fairness to all shareholders.

 

Section 14. Order ofBusiness. The chairman of the board of directors, or such other officer of the corporation designated by a majority of theboard of directors, will call meetings of the shareholders to order and will act as presiding officer thereof. Unless otherwisedetermined by the board of directors prior to the meeting, the presiding officer of the meeting of the shareholders will also determinethe order of business and have the authority in his or her sole discretion to regulate the conduct of any such meeting, includingwithout limitation by (i) imposing restrictions on the persons (other than shareholders of the corporation or their duly appointedproxies) who may attend any such shareholders’ meeting, (ii) ascertaining whether any shareholder or his proxy may be excludedfrom any meeting of the shareholders based upon any determination by the presiding officer, in his sole discretion, that any suchperson has unduly disrupted or is likely to disrupt the proceedings thereat, and (iii) determining the circumstances in which anyperson may make a statement or ask questions at any meeting of the shareholders.

 

At an annual meeting ofthe shareholders, only such business will be conducted or considered as is properly brought before the meeting. To be properlybrought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given byor at the direction of the board of directors, (ii) otherwise properly brought before the meeting by the presiding officer or byor at the direction of a majority of the board of directors, or (iii) otherwise properly requested to be brought before the meetingby a shareholder of the corporation in accordance with the immediately succeeding sentence. For business to be properly requestedby a shareholder to be brought before an annual meeting, the shareholder must (i) be a shareholder of record at the time of thegiving of the notice of such annual meeting by or at the direction of the board of directors, (ii) be entitled to vote at suchmeeting, and (iii) have given timely written notice thereof to the secretary in accordance with Article II, Section 15 ofthese bylaws.

 

Nominations of personsfor election as directors of the corporation may be made at an annual meeting of shareholders only (i) by or at the direction ofthe board of directors or (ii) by any shareholder who is a shareholder of record at the time of the giving of the notice of suchannual meeting by or at the direction of the board of directors, who is entitled to vote for the election of directors at suchmeeting and who has given timely written notice thereof to the secretary in accordance with Article II, Section 15 of thesebylaws. Only persons who are nominated in accordance with this Article II, Section 14 will be eligible for election at ameeting of shareholders as directors of the corporation.

 

At a special meeting ofshareholders, only such business may be conducted or considered as is properly brought before the meeting. To be properly broughtbefore a special meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto) given by or atthe direction of the chairman of the board of directors, the president, a vice president or the secretary or (ii) otherwise properlybrought before the meeting by the presiding officer or by or at the direction of a majority of the board of directors.

 

The determination of whetherany business sought to be brought before any annual or special meeting of the shareholders is properly brought before such meetingin accordance with this Article II, Section 14, and whether any nomination of a person for election as a director of thecorporation at any annual meeting of the shareholders was properly made in accordance with this Article II, Section 14,will be made by the presiding officer of such meeting. If the presiding officer determines that any business is not properly broughtbefore such meeting, or any nomination was not properly made, he will so declare to the meeting and any such business will notbe conducted or considered and any such nomination will be disregarded.

 

 

 

Section 15. AdvanceNotice of Shareholder Proposals and Director Nominations. To be timely for purposes of Article II, Section 14 of thesebylaws, a shareholder’s notice must be addressed to the secretary and delivered or mailed to and received at the principalexecutive offices of the corporation not less than sixty (60) nor more than ninety (90) calendar days prior to the anniversarydate of the date (as specified in the corporation’s proxy materials for its immediately preceding annual meeting of shareholders)on which the corporation first mailed its proxy materials for its immediately preceding annual meeting of shareholders; provided,however, that in the event the annual meeting is called for a date that is not within thirty (30) calendar days of the anniversarydate of the date on which the immediately preceding annual meeting of shareholders was called, to be timely, notice by the shareholdermust be so received not later than the close of business on the tenth (10th) calendar day following the day on which public announcementof the date of the annual meeting is first made. In no event will the public announcement of an adjournment of an annual meetingof shareholders commence a new time period for the giving of a shareholder’s notice as provided above.

 

In the case of a requestby a shareholder for business to be brought before any annual meeting of shareholders, a shareholder’s notice to the secretarymust set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a description in reasonable detailof the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting,(ii) the name and address, as they appear on the corporation’s books, of the shareholder proposing such business and thebeneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of shares of the corporation that areowned beneficially and of record by the shareholder proposing such business and by the beneficial owner, if any, on whose behalfthe proposal is made (which information shall be supplemented by such shareholder and beneficial owner, if any, not later than10 calendar days after the record date for the annual meeting to disclose such ownership as of the record date), (iv) whether andthe extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or anyother agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) hasbeen made, the effect or intent of which is to mitigate the loss to or manage risk of stock price changes for, or to increase thevoting power of, such shareholder or beneficial owner with respect to any share of stock of the corporation (which informationshall be supplemented by such shareholder and beneficial owner, if any, not later than 10 days after the record date for the meetingto disclose such ownership as of the record date), and (v) any material interest of such shareholder proposing such business andthe beneficial owner, if any, on whose behalf the proposal is made in such business.

 

In the case of a nominationby a shareholder of a person for election as a director of the corporation at any annual meeting of shareholders, a shareholdernotice to the secretary must set forth (i) the shareholder’s intent to nominate one or more persons for election as a directorof the corporation, the name of each such nominee proposed by the shareholder giving the notice, and the reason for making suchnomination at the annual meeting, (ii) the name and address, as they appear on the corporation’s books, of the shareholderproposing such nomination and the beneficial owner, if any, on whose behalf the nomination is proposed, (iii) the class and numberof shares of the corporation that are owned beneficially and of record by the shareholder proposing such nomination and by thebeneficial owner, if any on whose behalf the nomination is proposed (which information shall be supplemented by such shareholderand beneficial owner, if any, not later than 10 days after the record date for the annual meeting to disclose such ownership asof the record date), (iv) whether and the extent to which any hedging or other transaction or series of transactions has been enteredinto by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing orlending of shares of stock) has been made, the effect or intent of which is to mitigate the loss to or manage risk of stock pricechanges for, or to increase the voting power of, such shareholder or beneficial owner with respect to any share of stock of thecorporation (which information shall be supplemented by such shareholder and beneficial owner, if any, not later than 10 calendardays after the record date for the meeting to disclose such ownership as of the record date), (v) any material interest of suchshareholder proposing such nomination and the beneficial owner, if any, on whose behalf the proposal is made, (vi) a descriptionof all arrangements or understandings between or among any of (A) the shareholder giving the notice, (B) each nominee, and (C)any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by theshareholder giving the notice, (vii) such other information regarding each nominee proposed by the shareholder giving the noticeas would be required to be included in a proxy statement filed in accordance with the proxy rules of the Securities and ExchangeCommission had the nominee been nominated, or intended to be nominated, by the board, and (viii) the signed consent of each nomineeproposed by the shareholder giving the notice to serve as a director of the corporation if so elected.

 

Any shareholder or shareholdersseeking to call a special meeting pursuant to Article II, Section 3 of these bylaws shall provide information comparableto that required by the preceding paragraphs, to the extent applicable, in any request made pursuant to such Article and Section.

 

Notwithstanding the provisionsof Sections 14 and 15 of this Article II, a shareholder must also comply with all applicable requirements of theSecurities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth inSections 14 and 15 of this Article II.

 

 

 

Nothing in Sections14 and 15 of this Article 2 will be deemed to affect any rights of shareholders to request inclusion of proposals inthe corporation’s proxy statement in accordance with the provisions of Rule 14a-8 under the Securities Exchange Act of 1934,as amended.

 

For purposes of this ArticleII, Section 15, “public announcement” means disclosure in a press release reported by the Dow Jones News Service,Associated Press, or comparable national news service or in a document publicly filed by the corporation with the Securities andExchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or furnished to shareholders.

 

**ARTICLE III.**

 

**DIRECTORS**

 

Section 1. Powers.Subject to the provisions of the California Corporations Code and any limitations in the articles of incorporation and these bylawsrelating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporationshall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

 

Section 2. Number andQualification of Directors. The authorized number of directors of the corporation shall be not less than eight (8) nor morethan ten (10). The exact number of directors shall be nine (9) until changed, within the limits specified above, by resolutionduly adopted by the board of directors, or by a bylaw amending this Section 2 of this Article III, duly adopted bythe board of directors or by the shareholders. The indefinite number of directors may be changed, or a definite number fixed withoutprovision for an indefinite number, by a duly adopted amendment to the articles of incorporation or by an amendment to this bylawduly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. No amendment maychange the stated maximum number of authorized directors to a number greater than two (2) times the stated minimum number of directorsminus one (1).

 

Section 3. Electionand Term of Office of Directors. Directors shall be elected at each annual meeting by the shareholders to hold office untilthe next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expirationof the term for which elected and until a successor has been elected and qualified.

 

Section 4. Resignation;Vacancies. A vacancy or vacancies on the board of directors shall be deemed to exist in the event of the death, resignation,or removal of any director, or if the board of directors by resolution declares vacant the office of a director who has been declaredof unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if theshareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directorsto be voted for at that meeting.

 

Any director may resigneffective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors, unlessthe notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at afuture time, the board of directors may elect a successor to take office when the resignation becomes effective.

 

Except for a vacancy causedby the removal of a director as provided in Section 5 of this Article III, a vacancy may be filled by approval ofthe board, or if the number of directors then in office is less than a quorum by (i) the unanimous written consent of the directorsthen in office, (ii) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice orwaivers of notice complying with Section 307 of the California Corporations Code, or (iii) a sole remaining director. Vacanciescreated by the removal of a director shall be filled only by approval of the shareholders, or by the unanimous written consentof all shares entitled to vote.

 

The shareholders may electa director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by writtenconsent, other than to fill a vacancy created by removal, shall require the consent of a majority of the outstanding shares entitledto vote. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of allshares entitled to vote for the election of directors.

 

Section 5. Removal.Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the sharesthen entitled to vote at an election of directors. No reduction of the authorized number of directors shall have the effect ofremoving any director prior to the expiration of such director’s term of office.

 

Section 6. Place ofMeetings and Meetings by Telephone. Meetings (whether regular, special or adjourned) of the board of directors shall be heldat the principal executive office of the corporation, or at any other place within or without the State of California which hasbeen designated from time to time by resolution of the board of directors or which is designated in the notice of the meeting.Any meeting (whether regular, special or adjourned) may be held by conference telephone, electronic video screen communicationor electronic communication by and to the corporation. Participation in a meeting through the use of conference telephone or electronicvideo screen communication pursuant to this Section 6 of this Article III constitutes presence in person at thatmeeting so long as all members participating in the meeting are able to hear one another. Participation in a meeting through electronictransmission by and to the corporation (other than conference telephone and electronic video screen communication), pursuant tothis Section 6 of this Article III constitutes presence in person at that meeting if (a) each member participatingin the meeting can communicate with all of the other members concurrently, and (b) each member is provided the means of participatingin all matters before the board of directors, including the capacity to propose, or to interpose an objection to, a specific actionto be taken by the corporation.

 

 

 

Section 7. Regular AnnualMeeting. Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting forthe purpose of organization, any desired election of officers and the transaction of other business. Notice of this meeting shallnot be required.

 

Section 8. Other RegularMeetings. Other regular meetings of the board of directors shall be held without call at such time as shall from time to timebe fixed by the board of directors. Such regular meetings may be held without notice.

 

Section 9. Special Meetings.Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board,the president or any two directors.

 

Notice of the time andplace of special meetings shall be (i) delivered personally by courier or telephone to each director, (ii) sent by first-classmail, postage prepaid, (iii) sent by facsimile, or (iv) by electronic mail, directed to each director at that director’saddress, telephone number, facsimile number or electronic mail address as it is shown on the records of the corporation. In theevent that the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of theholding of the meeting. In the event that the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sentby facsimile or (iii) sent by electronic mail, it shall be delivered at least forty-eight (48) hours before the time of the holdingof the meeting, or on such shorter notice as the person or persons calling such meeting may deem necessary and appropriate in thecircumstances. Any oral notice given personally or by telephone may be communicated either to the director or to a person at theoffice of the director who the person giving the notice has reason to believe will promptly communicate it to the director. Noticeof any meeting need not be given to any director who shall, either before or after the meeting, submit a waiver of such noticeor who shall attend such meeting except attendance for the express purpose of objecting at the beginning of the meeting to thetransaction of business because the meeting is not lawfully called or convened. The notice need not specify the purpose of themeeting, and unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

 

Section 10. Quorum.A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn asprovided in Section 12 of this Article III. Every act or decision done or made by a majority of the directors presentat a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisionsof the California Corporations Code, the articles of incorporation or other applicable law. A meeting at which a quorum is initiallypresent may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at leasta majority of the required quorum for that meeting.

 

Section 11. Waiver ofNotice. The transaction of any meeting of the board of directors, however called and noticed or wherever held, shall be asvalid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or afterthe meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approvalof the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvalsshall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemedgiven to any director who attends the meeting without protesting, before or at its commencement, the lack of notice to that director.

 

Section 12. Adjournment.A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

 

Section 13. Notice ofAdjournment. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjournedfor more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjournedmeeting, in the manner specified in Section 9 of this Article III, to the directors who were not present at the timeof the adjournment.

 

Section 14. Action WithoutMeeting. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all membersof the board shall individually or collectively consent in writing to that action. Such action by written consent shall have thesame force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutesof the proceedings of the board.

 

Section 15. Fees andCompensation of Directors. Directors and members of committees may receive such compensation, if any, for their services, andmay be reimbursed for expenses, as fixed or determined by resolution of the board of directors. This Section 15 of thisArticle III shall not be construed to preclude any director from serving the corporation in any other capacity as an officer,agent, employee or otherwise, and receiving compensation for those services.

 

 

** **

**ARTICLE IV.**

 

**COMMITTEES**

 

Section 1. Committeesof Directors. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designateone or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the board of directors. The boardof directors may designate one (1) or more directors as alternate members of any committee, who may replace an absent member atany meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority ofthe authorized number of directors. Any committee, to the extent provided in the resolution of the board, shall have all the authorityof the board, except with respect to:

 

(a) the approval of any actionwhich, under the California Corporations Code, also requires shareholders’ approval or approval of the outstanding shares;

 

(b) the filling of vacancieson the board of directors or any committee;

 

(c) the fixing of compensationof the directors for serving on the board or any committee;

 

(d) the amendment or repealof these bylaws or the adoption of new bylaws;

 

(e) the amendment or repealof any resolution of the board of directors which by its express terms is not so amendable or repealable;

 

(f) a distribution to theshareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors;

 

(g) the appointment or designationof any other committees of the board of directors or the members of these committees.

 

Section 2. Meetingsand Action of Committees. Meetings and action of committees shall be governed by, and held and taken in accordance with, theprovisions of Article III of these bylaws, with such changes in the context of those bylaws as are necessary to substitutethe committee and its members for the board of directors and its members, except that the time of regular meetings of committeesmay be determined either by resolution of the board of directors or by resolution of the committee; special meetings of committeesmay also be called by resolution of the board of directors; and notice of special meetings of committees shall also be given toall alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rulesfor the government of any committee not inconsistent with the provisions of these bylaws.

 

**ARTICLE V.**

 

**OFFICERS**

 

Section 1. Officers.The officers of the corporation shall be a chief executive officer, a president, a secretary and a chief financial officer. Thecorporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, oneor more assistant secretaries, and such other officers as may be appointed in accordance with the provisions of Section 3of this Article V. Any number of offices may be held by the same person.

 

Section 2. Electionof Officers. The officers of the corporation, except such officers as may be appointed in accordance with the provisions ofSection 3 or Section 6 of this Article V, shall be chosen by the board of directors, and each shall serveat the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment.

 

Section 3. SubordinateOfficers. The board of directors may appoint, and may empower the chief executive officer to appoint, such other officers asthe business of the corporation may require, each of whom shall hold office for such period, have such authority and perform suchduties as are provided in the bylaws or as the board of directors may from time to time determine.

 

Section 4. Inabilityto Act. In the case of absence or inability to act of any officer of the corporation and of any person herein authorized toact in his or her place, the board of directors may from time to time delegate the powers or duties of such officer to any otherofficer, or any director or other person whom it may select.

 

Section 5. Removal andResignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may beremoved, either with or without cause, by the board of directors, at any regular or special meeting of the board, or, except inthe case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by theboard of directors.

 

 

 

Section 6. Vacanciesin Offices. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filledin the manner prescribed in these bylaws for regular appointments to that office.

 

Section 7. Chairmanof the Board. The chairman of the board, when such an officer is elected, shall, if present, preside at meetings of the boardof directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board ofdirectors or prescribed by the bylaws. If there is no president or chief executive officer, the chairman of the board shall inaddition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 8of this Article V.

 

Section 8. Chief ExecutiveOfficer and President. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairmanof the board, when such an officer is elected, the chief executive officer shall be the general manager of the corporation andshall, subject to the control of the board of directors, have general supervision, direction and control of the business and theaffairs of the corporation. He shall preside at all meetings of the shareholders and, in the absence of the chairman of the board,or if there be none, at all meetings of the board of directors. He shall have the general powers and duties of management usuallyvested in such an officer of a corporation, and shall have such other powers and duties as may be prescribed by the board of directorsor the bylaws. The president shall, in the absence of the chief executive officer, have all the powers of, and be subject to allthe restrictions placed upon the chief executive officer, and duties as may be prescribed by the board of directors, or the bylaws,and the chief executive officer or the chairman of the board.

 

Section 9. Vice Presidents.In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directorsor, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president, and whenso acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall havesuch other powers and perform such other duties as from time to time may be prescribed for each of them, respectively, by the boardof directors or the bylaws, and the president or the Chairman of the board.

 

Section 10. Secretary.The secretary shall keep or cause to be kept, at the principal executive office or such other place as the board of directors maydirect, a book of minutes of all meetings and actions of directors, committees of directors and shareholders, with the time andplace of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present atdirectors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, andthe proceedings.

 

The secretary shall keep,or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar,as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of allshareholders and their addresses, the number of classes of shares held by each, the number and date of certificates issued forthe same, and the number and date of cancellation of every certificate surrendered for cancellation.

 

The secretary shall give,or cause to be given, notice of all meetings of the shareholders and of the board of directors required by the bylaws or by lawto be given, and shall keep the seal of the corporation, if one be adopted, in safe custody, and shall have such other powers andperform such other duties as may be prescribed by the board of directors or by the bylaws.

 

Section 11. Chief FinancialOfficer. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct booksand records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities,receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable timesbe open to inspection by any director.

 

The chief financial officershall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may bedesignated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors,shall render to the chief executive officer, and directors, whenever they request it, an account of all his transactions as chieffinancial officer and of the financial condition of the corporation, and shall have the powers and perform such other duties asmay be prescribed by the board of directors or the bylaws.

 

**ARTICLE VI.**

 

**INDEMNIFICATION**

 

Section 1. Right toIndemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved inany action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”),by reason of the fact that he or she is or was a director or officer of the corporation or is or was serving at the request ofthe corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise (hereinafteran “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officeror in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the corporation to thefullest extent authorized by the California Corporations Code, as the same exists or may hereafter be amended (but, in the caseof any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rightsthan such law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (includingattorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such indemnitee inconnection therewith; provided, however, that, except as provided in Section 2 of this Article VI with respect toproceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding(or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board of directorsof the corporation.

 

 

 

Section 2. Power toAdvance Expenses. The right to indemnification conferred in Section 1 of this Article VI shall be a contractualright and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advanceof its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the California CorporationsCode requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not inany other capacity in which service was or is rendered by such indemnitee) shall be made only upon delivery to the corporationof an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined byfinal judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified forsuch expenses under this Article VI or otherwise (hereinafter an “undertaking”).

 

Section 3. Right ofIndemnitee to Bring Suit. If a claim under Section 1 of this Article VI is not paid in full by the corporationwithin forty-five (45) days after a written claim has been received by the corporation, the indemnitee may at any time thereafterbring suit against the corporation to recover the unpaid amount of the claim. To the fullest extent permitted by law, if successfulin whole or part in any such suit or in a suit brought by the corporation to recover an advancement of expenses pursuant to theterms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In(i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemniteeto enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the corporation to recover anadvancement of expenses pursuant to the terms of an undertaking the corporation shall be entitled to recover such expenses upona final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the California CorporationsCode. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its shareholders)to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstancesbecause the indemnitee has met the applicable standard of conduct set forth in the California Corporations Code, nor an actualdetermination by the corporation (including its board of directors, independent legal counsel, or its shareholders) that the indemniteehas not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standardof conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemniteeto enforce a right hereunder, or by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking,the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this ArticleVI or otherwise shall be on the corporation.

 

Section 4. Non-Exclusivityof Rights. The rights of indemnification and to the advancement of expenses conferred in this Article VI shall not beexclusive of any other right which any person may have or hereafter acquire (i) for breach of duty to the corporation and its shareholderswhile acting in the capacity of a director or officer of the corporation to the extent the additional rights to indemnificationare authorized in the articles of incorporation in a provision adopted under paragraph (11) of Section 204(a) of the CaliforniaCorporations Code or (ii) for acts, omissions or transactions while acting in the capacity of, or while serving as, a directoror officer of the corporation but not involving breach of duty to the corporation and its shareholders, under any bylaw, agreement,vote of shareholders or disinterested directors, or otherwise, to the extent the additional rights to indemnification are authorizedin the articles of incorporation.

 

Section 5. Insurance.The corporation may purchase and maintain insurance, at its expense, to protect itself and any current or former director, officer,employee or agent of the corporation or who is or was serving at the request of the corporation as a director, officer, employeeor agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss,whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under theCalifornia Corporations Code.

 

Section 6. Indemnificationof Employees or Agents of the Corporation. The corporation may (but shall not be obligated), to the extent authorized fromtime to time by the board of directors, grant rights to indemnification and to the advancement of expenses, to any employee oragent of the corporation to the fullest extent of the provisions of this Article VI with respect to the indemnificationand advancement of expenses of directors or officers of the corporation.

 

Section 7. IndemnificationContracts. The board of directors is authorized to enter into a contract with any director, officer, employee or agent of thecorporation, or any person serving at the request of the corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, providing for indemnification rights equivalent to or, if the board of directorsso determines, greater than, those provided for in this Article VI, to the fullest extent not prohibited by the CaliforniaCorporations Code or any other applicable law.

 

 

 

Section 8. Nature ofRights and Effect of Amendment. The rights conferred upon indemnitees in this Article VI shall be contract rights andsuch rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefitof the indemnitee’s heirs, executors and administrators. Any amendment, repeal or modification of any provision of this ArticleVI by the shareholders or the directors of the corporation shall not adversely affect any right or protection of a directoror officer of the corporation existing at the time of such amendment, repeal or modification.

 

**ARTICLE VII.**

 

**RECORDS AND REPORTS**

 

Section 1. Maintenanceand Inspection of Share Register. The corporation shall keep at its principal executive office, or at the office of its transferagent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of its shareholders,giving the names and addresses of all shareholders and the number and classes of shares held by each shareholder.

 

A shareholder or shareholdersof the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or whohold at least one percent (1%) of those voting shares and have filed a Schedule 14A with the United States Securities and ExchangeCommission may (i) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual businesshours upon five (5) days’ prior written demand on the corporation, and (ii) obtain from the transfer agent of the corporation,on written demand and on the tender of such shareholders’ names and addresses, a list of who are entitled to vote for theelection of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as ofa date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by thetransfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as thedate as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demandof any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably relatedto the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying underthis Section 1 of this Article VII may be made in person or by an agent or attorney for the shareholder or holderof a voting trust certificate making the demand.

 

Section 2. Maintenanceand Inspection of Bylaws. The corporation shall keep at its principal executive office, or if its principal executive officeis not in the State of California, at its principal business office in this state, the original or a copy of the bylaws as amendedto date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executiveoffice of the corporation is outside the State of California and the corporation has no principal business office in this state,the secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the bylaws as amended todate.

 

Section 3. Maintenanceand Inspection of Other Corporate Records. The accounting books and records and minutes of proceedings of the shareholdersand the board of directors and any committee or committees of the board of directors shall be open to inspection upon the writtendemand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual businesshours, for a purpose reasonably related to such holder’s interests as a shareholder or as the holder of such voting trustcertificate. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation. Such inspectionby a shareholder or holder of a voting trust certificate may be made in person or by agent or attorney, and the right of inspectionincludes the right to copy and make extracts.

 

Section 4. Inspectionby Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records and documentsof every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a directormay be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

 

Section 5. Annual Reportto Shareholders. The annual report to shareholders referred to in Section 1501 of the California Corporations Code is expresslydispensed with during such time as the corporation has more than one hundred (100) shareholders of record, but nothing herein shallbe interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders of the corporationas they consider appropriate.

 

Section 6. Annual Statementof General Information. The corporation shall, by the end of the calendar month of the anniversary date of its incorporationeach year, file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the authorizednumber of directors, the number of any vacancies on the board, the names and complete business or residence addresses of all incumbentdirectors, the names and complete business or residence addresses of the chief executive officer, secretary and chief financialofficer, the street address of its principal executive office, if the principal executive office is not in this state, the principalbusiness office in this state, and the general type of business constituting the principal business activity of the corporation,together with a designation of the agent of the corporation for the purpose of service of process, all in compliance with Section1502 of the California Corporations Code.

 

 

 

**ARTICLE VIII.**

 

**GENERAL CORPORATE MATTERS**

 

Section 1. Record Datefor Purposes Other Than Notice and Voting. For purposes of determining the shareholders entitled to receive payment of anydividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action(other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a recorddate, which shall not be more than sixty (60) days before any such action. Only shareholders of record at the close of businesson the record date so fixed are entitled to receive the dividend, distribution, allotment, rights or to exercise the rights, asthe case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, exceptas otherwise provided in the California Corporations Code.

 

If the board of directorsdoes not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of businesson the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whicheveris later.

 

Section 2. CorporateContracts and Instruments; How Executed. The board of directors, except as otherwise provided in these bylaws, may authorizeany officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf ofthe corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified bythe board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authorityto bind the corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or for any amount.

 

Section 3. Certificatefor Shares. Shares of the corporation’s stock may be certificated or uncertificated, as provided under California law,and shall be entered in the books of the corporation and registered as they are issued. Certificates representing shares of thecorporation’s stock shall be signed in the name of the corporation by the chairman of the board or vice chairman of the boardor the chief executive officer or president or vice president and by the chief financial officer or an assistant treasurer or thesecretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder.Any or all of the signatures on the certificate may be facsimile. In the event that any officer, transfer agent or registrar whohas signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent orregistrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were anofficer, transfer agent or registrar at the date of issue.

 

Within a reasonable timeafter the issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written noticethat shall set forth the name of the corporation, that the corporation is organized under the laws of the State of California,the name of the shareholder, the number and class (and the designation of the series, if any) of the shares represented, and anyrestrictions on the transfer or registration of such shares imposed by the corporation’s certificate of incorporation, theseby-laws, any agreement among shareholders or any agreement between shareholders and the corporation.

 

Section 4. Lost Certificates.Except as provided in this Section 4 of this Article VIII, no new certificates for shares shall be issued to replacea previously-issued certificate unless the previously-issued certificate is surrendered to the corporation or its transfer agentor registrar for cancellation at the same time. The board of directors may, in case any share certificate or certificate for anyother security is alleged to have been lost, stolen or destroyed (as evidenced by a written affidavit or affirmation of such fact),authorize the issuance of a new certificate to replace the previously-issued certificate, and the corporation may require thatit be given a bond (or other adequate security) sufficient to indemnify the corporation against any claim that may be made againstit (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuanceof such new certificate.

 

Section 5. Checks; Drafts;Evidence of Indebtedness. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness,issued in the name of or payable to the corporation, shall be signed or endorsed by the person or persons and in the manner as,from time to time, shall be determined by resolution of the board.

 

Section 6. Representationof Shares of Other Corporations. The chairman of the board, the president or any other person authorized by resolution of theboard of directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and allshares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority hereingranted to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation orcorporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executedby these officers.

 

Section 7. Constructionand Definitions. Unless the context requires otherwise, the general provisions, rules of construction and definitions in theCalifornia Corporations Code shall govern the construction of these bylaws. Without limiting the generality of this provision,the singular number includes the plural, the plural number includes the singular and the term “person” includes botha corporation and a natural person. References to “electronic transmission” by and to the corporation shall be governedby Sections 20 and 21 of the California Corporations Code, including any requirement for consent and other procedures.

 

 

 

**ARTICLE IX.**

 

**AMENDMENTS**

 

Section 1. Amendmentby Shareholders. New bylaws may be adopted or these bylaws may be amended or repealed by the affirmative vote of the holdersof a majority of the outstanding shares entitled to vote, except as otherwise provided by law or by the articles of incorporation.

 

Section 2. Amendmentby Directors. Subject to the rights of the shareholders as provided in Section 1 of this Article IX, bylaws otherthan a bylaw or an amendment of a bylaw changing the authorized number of directors, may be adopted, amended or repealed by theboard of directors. A bylaw adopted by the shareholders may restrict or eliminate the power of the board of directors to adopt,amend or repeal these bylaws.