**SECTION 2.4. NOTICE OF MEETINGS.**Written notice, in accordance with Section 2.5 of this Article II,of each annual or special meeting of shareholders shall be given not less than 10 nor more than 60days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shallstate the place, date and hour of the meeting and (a) in the case of a special meeting, the generalnature of the business to be transacted, and no other business may be transacted, or (b) in thecase of the annual meeting, those matters which the board, at the time of the mailing of thenotice, intends to present for action by the shareholders, but, subject to the provisions ofapplicable law, any proper matter may be presented at the meeting for such action. The notice ofany meeting at which directors are to be elected shall include the names of nominees intended atthe time of the notice to be presented by the board for election.If action is proposed to be taken at any meeting for approval of (a) a contract or transaction inwhich a director has a direct or indirect financial interest, pursuant to Section 310 of theCalifornia Corporations Code, as amended (the “Code”), (b) an amendment of the articles ofincorporation, pursuant to Section 902 of the Code, (c) a reorganization of the corporation,pursuant to Section 1201 of the Code, (d) a voluntary dissolution of the corporation, pursuant toSection 1900 of the Code, or (e) a distribution in dissolution other than in accordance with therights of outstanding preferred shares, pursuant to Section 2007 of the Code, the notice shall alsostate the general nature of that proposal.**SECTION 2.5. MANNER OF GIVING NOTICE.**Notice of a shareholders’ meeting shall be given eitherpersonally or by first-class mail or telegraphic or other written communication, charges prepaid,addressed to the shareholder at the address of that shareholder appearing on the books of thecorporation or given by the shareholder to the corporation for the purpose of notice. If no suchaddress appears on the corporation’s books or is given, notice shall be deemed to have been givenif sent to that shareholder by first-class mail or telegraphic or other written communication tothe corporation’s principal executive office or if published at least once in a newspaper ofgeneral circulation in the county in which the principal executive office is located. Notice shallbe deemed to have been given at the time when delivered personally or deposited in the mail or sentby telegram or other means of written communication. An affidavit of mailing or other means ofgiving any notice in accordance with the above provisions, executed by the secretary, assistantsecretary or any transfer agent, shall be prima facie evidence of the giving of the notice.If any notice addressed to the shareholder at the address of such shareholder appearing on thebooks of the corporation is returned to the corporation by the United States Postal Service markedto indicate that the United States Postal Service is unable to deliver the notice to theshareholder at such address, all future notices shall be deemed to have been duly given withoutfurther mailing if the same shall be available for the shareholder upon written demand of theshareholder at the principal executive office of the corporation for a period of one year from thedate of the giving of the notice to all other shareholders.**SECTION 2.6. QUORUM.**A majority of the shares entitled to vote, represented in person or by proxy,shall constitute a quorum at any meeting of shareholders. The shareholders present at a dulycalled or held meeting at which a quorum is present may continue to transact business untiladjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, ifany action taken (other than adjournment) is approved by at least a majority of the shares requiredto constitute a quorum.
 
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**SECTION 2.7. ADJOURNED MEETING AND NOTICE THEREOF.**Any shareholders’ meeting, whether or not aquorum is present, may be adjourned from time to time by the vote of a majority of the sharesrepresented either in person or by proxy at the meeting, but in the absence of a quorum (except asprovided in Section 2.6 of this Article II) no other business may be transacted at such meeting.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 time and place are announced at themeeting at which the adjournment is taken. However, when any shareholders’ meeting is adjournedfor more than 45 days from the date set for the original meeting, or, if after adjournment a newrecord date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given toeach shareholder of record entitled to vote at the meeting. At any adjourned meeting thecorporation may transact any business which might have been transacted at the original meeting.**SECTION 2.8. VOTING.**The shareholders entitled to notice of any meeting or to vote at any suchmeeting shall be only persons in whose name shares stand on the stock records of the corporation onthe record date determined in accordance with Section 2.9 of this Article II.Voting of shares of the corporation shall in all cases be subject to the provisions of Sections 700through 711, inclusive, of the Code.The shareholders’ vote may be by voice or ballot; provided, however, that any election fordirectors must be by ballot if demanded by any shareholder before the voting has begun. On anymatter other than election of directors, any shareholder may vote part of the shares in favor ofthe proposal and refrain from voting the remaining shares or vote them against the proposal (otherthan the election of directors), but, if the shareholder fails to specify the number of shareswhich the shareholder is voting affirmatively, it will be conclusively presumed that theshareholder’s approving vote is with respect to all shares that the shareholder is entitled tovote. If a quorum is present, the affirmative vote of the majority of the shares represented at themeeting and entitled to vote on any matter (other than the election of directors) shall be the actof the shareholders, unless the vote of a greater number or voting by classes is required by theCode or by the articles of incorporation.Subject to the following sentence and the provisions of Section 708 of the Code, every shareholderentitled to vote at any election of directors may cumulate such shareholder’s votes and give onecandidate a number of votes equal to the number of directors to be elected multiplied by the numberof votes to which the shareholder’s shares are entitled, or distribute the shareholder’s votes onthe same principle among as many candidates as the shareholder thinks fit. No shareholder shall beentitled to cumulate votes for any candidate or candidates pursuant to the preceding sentenceunless such candidate’s or candidates’ names have been placed in nomination prior to the voting andthe shareholder has given notice at the meeting and prior to the voting of the shareholder’sintention to cumulate the shareholder’s votes. If any one shareholder has given such notice, allshareholders may cumulate their votes for candidates in nomination.
 
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In any election of directors, the candidates receiving the highest number of affirmative votes ofthe shares entitled to be voted for them, up to the number of directors to be elected, shall beelected. Votes against the director and votes withheld shall have no legal effect.**SECTION 2.9. RECORD DATE.**The board may fix, in advance, a record date for the determination of theshareholders entitled to notice of any meeting or to vote or to receive payment of any dividend orother distribution, or allotment of any rights, or to exercise any rights in respect of any otherlawful action. The record date so fixed shall be not more than 60 days nor less than 10 days priorto the date of the meeting nor more than 60 days prior to any other action. When a record date isso fixed, only shareholders of record on that date are entitled to notice of and to vote at themeeting or to receive the dividend, distribution, or allotment of rights, or to exercise rights, asthe case may be, notwithstanding any transfer of shares on the books of the corporation after therecord date. A record date for a meeting of shareholders shall apply to any adjournment of themeeting unless the board fixes a new record date for the adjourned meeting. The board shall fix anew record date if the meeting is adjourned for more than 45 days.If no record date is fixed by the board, the record date for determining shareholders entitled tonotice of or to vote at a meeting of shareholders shall be at the close of business on the businessday next preceding the day on which notice of the meeting is given or, if notice is waived, theclose of business on the business day next preceding the day on which the meeting is held. Therecord date for determining shareholders for any purpose other than as set forth in this Section2.9 or Section 2.11 of this Article II shall be at the close of business on the day on which theboard adopts the resolution relating thereto, or the sixtieth day prior to the date of such otheraction, whichever is later.**SECTION 2.10. CONSENT OF ABSENTEES.**The transactions of any meeting of shareholders, however calledand noticed, and wherever held, are as valid as though had at a meeting duly held after regularcall and notice, if a quorum is present either in person or by proxy, and if, either before orafter the meeting, each of the persons entitled to vote, who was not present in person or by proxy,signs a written waiver of notice, or a consent to the holding of the meeting or an approval of theminutes thereof. All such waivers, consents or approvals shall be filed with the corporate recordsor made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitutea waiver of notice of and presence at such meeting, except when the person objects, at thebeginning of the meeting, to the transaction of any business because the meeting is not lawfullycalled or convened and except that attendance at a meeting is not a waiver of any right to objectto the consideration of matters required by the Code to be included in the notice but not soincluded, if such objection is expressly made at the meeting. Neither the business to be transactedat, nor the purpose of, any regular or special meeting of shareholders need be specified in anywritten waiver of notice, consent to the holding of the meeting or approval of the minutes of themeeting, except that if action is taken or proposed to be taken for approval of any of thosematters specified in the second paragraph of Section 2.4 of this Article II, the waiver of notice,consent or approval shall state the general nature of the proposal.
 
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**SECTION 2.11. ACTION BY WRITTEN CONSENT WITHOUT A MEETING.**Subject to Section 603 of the Code, anyaction which may be taken at any annual or special meeting of shareholders may be taken without ameeting and without prior notice if a consent in writing, setting forth the action so taken, issigned by the holders of the outstanding shares, or their proxies, having not less than the minimumnumber of votes that would be necessary to authorize or take such action at a meeting at which allshares entitled to vote thereon were present and voted. All such consents shall be filed with thesecretary of the corporation and shall be maintained in the corporate records; provided, however,that (1) unless the consents of all shareholders entitled to vote have been solicited in writing,notice of any shareholder approval without a meeting by less than unanimous consent shall be given,as provided by Section 603(b) of the Code, and (2) in the case of election of directors, such aconsent shall be effective only if signed by the holders of all outstanding shares entitled to votefor the election of directors; provided, however, that subject to applicable law, a director may beelected at any time to fill a vacancy on the board that has not been filled by the directors, bythe written consent of the holders of a majority of the outstanding shares entitled to vote for theelection of directors. Any written consent may be revoked by a writing received by the secretary ofthe corporation prior to the time that written consents of the number of shares required toauthorize the proposed action have been filed with the secretary.Unless a record date for voting purposes be fixed as provided in Section 2.9 of this Article II,the record date for determining shareholders entitled to give consent pursuant to this Section2.11, when no prior action by the board has been taken, shall be the day on which the first writtenconsent is given.**SECTION 2.12. PROXIES.**Every person entitled to vote shares or execute written consents has theright to do so either in person or by one or more persons authorized by a written proxy executedand dated by such shareholder and filed with the secretary of the corporation prior to theconvening of any meeting of the shareholders at which any such proxy is to be used or prior to theuse of such written consent. A validly executed proxy which does not state that it is irrevocablecontinues in full force and effect unless: (1) revoked by the person executing it prior to the votepursuant thereto, by a writing delivered to the corporation stating that the proxy is revoked or bya subsequent proxy executed by the person executing the prior proxy and presented to the meeting,or as to any meeting of shareholders, by attendance at such meeting and voting in person by theperson executing the proxy; or (2) written notice of the death or incapacity of the maker of theproxy is received by the corporation before the vote pursuant thereto is counted; provided,however, that no proxy shall be valid after the expiration of 11 months from the date of itsexecution unless otherwise provided in the proxy.**SECTION 2.13. INSPECTORS OF ELECTION.**In advance of any meeting of shareholders, the board mayappoint any persons other than nominees for office as inspectors of election to act at such meetingand any adjournment thereof. If no inspectors of election are so appointed, or if any persons soappointed fail to appear or refuse to act, the chairperson of any such meeting may, and on therequest of any shareholder or shareholder’s proxy shall, appoint inspectors of election at themeeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointedat a meeting on the request of one or more shareholders or proxies, the holders of a majority ofshares or their proxies present shall determine whether one (1) or three (3) inspectors are to beappointed.
 
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The duties of such inspectors shall be as prescribed by Section 707(b) of the Code and shallinclude: determining the number of shares outstanding and the voting power of each; determining theshares represented at the meeting; determining the existence of a quorum; determining theauthenticity, validity and the effect of proxies; receiving votes, ballots or consents; hearing anddetermining all challenges and questions in any way arising in connection with the right to vote;counting and tabulating all votes or consents; determining when the polls shall close; determiningthe result; and doing such acts as may be proper to conduct the election or vote with fairness toall shareholders. If there are three inspectors of election, the decision, act or certificate of amajority is effective in all respects as the decision, act or certificate of all.**SECTION 2.14. CONDUCT OF MEETINGS.**The president shall preside at all meetings of the shareholdersand shall conduct each such meeting in a businesslike and fair manner, but shall not be obligatedto follow any technical, formal or parliamentary rules or principles of procedure. The presidingofficer’s rulings on procedural matters shall be conclusive and binding on all shareholders, unlessat the time of ruling a request for a vote is made to the shareholders entitled to vote andrepresented in person or by proxy at the meeting, in which case the decision of a majority of suchshares shall be conclusive and binding on all shareholders. Without limiting the generality of theforegoing, the presiding officer shall have all the powers usually vested in the presiding officerof a meeting of shareholders.**ARTICLE III****DIRECTORS****SECTION 3.1. POWERS.**Subject to the provisions of the Code and any limitations in the articles ofincorporation and these bylaws relating to actions required to be approved by the shareholders orby the outstanding shares, the business and affairs of the corporation shall be managed and allcorporate powers shall be exercised by or under the direction of the board. The board may delegatethe management of the day-to-day operations of the business of the corporation to a managementcompany or other person provided that the business and affairs of the corporation shall be managedand all corporate powers shall be exercised under the ultimate direction of the board. Withoutprejudice to such general powers, but subject to the same limitations, it is hereby expresslydeclared that the board shall have the following powers in addition to the other powers enumeratedin these bylaws:(a) to select and remove all the other officers, agents and employees of the corporation,prescribe any qualifications, powers and duties for them that are consistent with law, thearticles of incorporation or these bylaws, fix their compensation, and require from themsecurity for faithful service;(b) to conduct, manage and control the affairs and business of the corporation and to make suchrules and regulations therefor not inconsistent with law, the articles of incorporation orthese bylaws, as they may deem best;(c) to adopt, make and use a corporate seal, to prescribe the forms of certificates of stock, andto alter the form of such seal and of such certificates from time to time as in their judgmentthey may deem best;(d) to authorize the issuance of shares of stock of the corporation from time to time, upon suchterms and for such consideration as may be lawful;
 
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(e) to borrow money and incur indebtedness for the purposes of the corporation, and to cause tobe executed and delivered therefor, in the corporate name, promissory and capital notes,bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences ofdebt and securities therefor and any agreements pertaining thereto;(f) to prescribe the manner in which and the person or persons by whom any or all of the checks,drafts, notes, contracts and other corporate instruments shall be executed;(g) to appoint and designate, by resolution adopted by a majority of the authorized number ofdirectors, one or more committees, each consisting of two or more directors, including theappointment of alternate members of any committee who may replace any absent member at anymeeting of the committee; and(h) generally, to do and perform every act or thing whatever that may pertain to or be authorizedby the board of directors of a corporation incorporated under the laws of this state.**SECTION 3.2. NUMBER AND QUALIFICATION OF DIRECTORS.**The authorized number of directors of thecorporation shall not be less than eight (8) nor more than fifteen (15) until changed by anamendment of the articles of incorporation or by a bylaw amending this Section 3.2 duly adopted bythe vote or written consent of holders of a majority of the outstanding shares entitled to vote.The exact number of directors shall be fixed from time to time, within the range specified in thearticles of incorporation or in this Section 3.2: (i) by a resolution duly adopted by the board;(ii) by a bylaw or amendment thereof duly adopted by the vote of a majority of the shares entitledto vote represented at a duly held meeting at which a quorum is present, or by the written consentof the holders of a majority of the outstanding shares entitled to vote; or (iii) by approval ofthe shareholders (as defined in Section 153 of the Code.**SECTION 3.3. NOMINATIONS OF DIRECTORS.**Nominations for election of members of the board may be madeby the board or by any holder of any outstanding class of capital stock of the corporation entitledto vote for the election of directors. Notice of intention to make any nominations (other than forpersons named in the notice of the meeting called for the election of directors) shall be made inwriting and shall be delivered or mailed to the president of the corporation by the later of: (i)the close of business twenty-one (21) days prior to any meeting of shareholders called for theelection of directors; or (ii) ten (10) days after the date of mailing of notice of the meeting toshareholders. Such notification shall contain the following information to the extent known to thenotifying shareholder: (a) the name and address of each proposed nominee; (b) the principaloccupation of each proposed nominee; (c) the number of shares of capital stock of the corporationowned by each proposed nominee; (d) the name and residence address of the notifying shareholder;(e) the number of shares of capital stock of the corporation owned by the notifying shareholder;(f) the number of shares of capital stock of any bank, bank holding company, savings and loanassociation or other depository institution owned beneficially by the nominee or by the notifyingshareholder and the identities and locations of any such institutions; and (g) whether the proposednominee has ever been convicted of or pleaded nolo contendere to any criminal offense involvingdishonesty or breach of trust, filed a petition in bankruptcy or been adjudged bankrupt. Thenotification shall be signed by the nominating shareholder and by each nominee, and shall beaccompanied by a written consent to be named as a nominee for election as a director from eachproposed nominee. Nominations not made in accordance with these procedures shall be disregarded bythe chairperson of the meeting, and upon his or her instructions, the inspectors of election shalldisregard all votes cast for each such nominee. The foregoing requirements do not apply to thenomination of a person to replace a proposed nominee who has become unable to serve as a directorbetween the last day for giving notice in accordance with this paragraph and the date of electionof directors if the procedure called for in this paragraph was followed with respect to thenomination of the proposed nominee.
 
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A copy of the preceding paragraph shall be set forth in the notice to shareholders of any meetingat which directors are to be elected.**SECTION 3.4. ELECTION AND TERM OF OFFICE.**The directors shall be elected at each annual meeting ofshareholders, but if any annual meeting is not held or the directors are not elected thereat, thedirectors may be elected at any special meeting of shareholders held for that purpose. Eachdirector shall hold office until the next annual meeting and until a successor has been elected andqualified.Notwithstanding anything in these bylaws to the contrary, for so long as the Corporation’s FixedRate Cumulative Perpetual Preferred Stock, Series A (the “*Designated Preferred Stock*”) isoutstanding: (i) whenever, at any time or times, dividends payable on the shares of DesignatedPreferred Stock have not been paid for an aggregate of six quarterly Dividend Periods (as definedin the Certificate of Determination for the Designated Preferred Stock) or more, whether or notconsecutive, the authorized number of directors shall automatically be increased by two (but shallin no event be increased to a number of directors that is greater than the maximum number ofdirectors set forth in Article III, Section 3.2 of these bylaws); and (ii) this sentence may not bemodified, amended or repealed by the Corporation’s board of directors (or any committee thereof) orwithout the affirmative vote and approval of (x) the stockholders and (y) the holders of at least amajority of the shares of Designated Preferred Stock outstanding at the time of such vote andapproval.**SECTION 3.5. VACANCIES.**Vacancies on the board, except for a vacancy created by the removal of adirector, may be filled by a majority of the remaining directors, though less than a quorum, or bya sole remaining director, and each director so elected shall hold office until the next annualmeeting and until such director’s successor has been elected and qualified. A vacancy on the boardcreated by the removal of a director may only be filled by the vote of a majority of the sharesentitled to vote represented at a duly held meeting at which a quorum is present, or by the writtenconsent of the holders of all of the outstanding shares.The shareholders may elect a director or directors at any time to fill any vacancy or vacancies notfilled by the directors. Any such election by written consent other than to fill a vacancy createdby removal requires the consent of a majority of the outstanding shares entitled to vote.Any director may resign effective upon giving written notice to the chairperson of the board, thepresident, secretary, or the board, unless the notice specifies a later time for the effectivenessof such resignation. If the board accepts the resignation of a director tendered to take effect ata future time, the board or the shareholders shall have power to elect a successor to take officewhen the resignation is to become effective.
 
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A vacancy or vacancies on the board shall be deemed to exist in case of the death, resignation orremoval of any director, or if the authorized number of directors is increased, or if theshareholders fail, at any annual or special meeting of shareholders at which any director ordirectors are elected, to elect the full authorized number of directors to be voted for at thatmeeting. The board may declare vacant the office of a director who has been declared of unsoundmind by an order of court or convicted of a felony. No reduction of the authorized number ofdirectors shall have the effect of removing any director prior to the expiration of the director’sterm of office.**SECTION 3.6. PLACE OF MEETINGS.**Regular or special meetings of the board shall be held at any placewithin or outside the state of California which has been designated in the notice of meeting or ifthere is no notice, at the principal executive office of the corporation, or at a place designatedby resolution of the board or by the written consent of the board. Any regular or special meetingis valid wherever held if held upon written consent of all members of the board given either beforeor after the meeting and filed with the secretary of the corporation.**SECTION 3.7. REGULAR MEETINGS.**Immediately following each annual meeting of shareholders, the boardshall hold a regular meeting for the purpose of organization, any desired election of officers andthe transaction of other business. Notice of this meeting shall not be required.Other regular meetings of the board shall be held without notice on the third Wednesday of eachmonth at the hour of 8:30 a.m., or at such different date and time as the board may from time totime fix by resolution; provided, however, should said day fall upon a legal holiday observed bythe corporation at its principal executive office, then said meeting shall be held at the same timeand place on the next succeeding full business day of the corporation. Call and notice of allregular meetings of the board are hereby dispensed with.**SECTION 3.8. SPECIAL MEETINGS.**Special meetings of the board for any purpose or purposes may becalled at any time by the chairperson of the board, the president, any vice president, thesecretary or by any two directors.Special meetings of the board shall be held upon four days’ written notice by mail or 48 hours’notice delivered personally or by telephone, telegraph, telex or other similar means ofcommunication. Any such notice shall be addressed or delivered to each director at the director’saddress as shown upon the records of the corporation or as given to the corporation by the directorfor purposes of notice or, if such address is not shown on such records or is not readilyascertainable, at the place in which the meetings of the directors are regularly held. Such noticemay, but need not, specify the purpose of the meeting, or the place if the meeting is to be held atthe principal executive office of the corporation.Notice by mail shall be deemed to have been given at the time a written notice is deposited in theUnited States mails, postage prepaid. Any other written notice shall be deemed to have been givenat the time it is personally delivered to the recipient or is delivered to a common carrier fortransmission, or actually transmitted by the person giving the notice by electronic means or byfacsimile transmission, to the recipient. Oral notice shall be deemed to have been given at thetime it is communicated, in person or by telephone or wireless, to the recipient or to a person atthe office of the recipient whom the person giving the notice has reason to believe will promptlycommunicate it to the recipient.
 
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**SECTION 3.9. QUORUM.**A majority of the authorized number of directors constitutes a quorum of theboard for the transaction of business, except to adjourn as hereinafter provided. Every act ordecision done or made by a majority of the directors present at a meeting duly held at which aquorum is present shall be regarded as the act of the board, unless a greater number be required bythe articles of incorporation and subject to the provisions of Section 310 of the Code (as toapproval of contracts or transactions in which a director has a direct or indirect materialfinancial interest) and Section 317(e) of the Code (as to indemnification of directors). A meetingat which a quorum is initially present may continue to transact business notwithstanding thewithdrawal of directors, if any action taken is approved by at least a majority of the requiredquorum for such meeting.**SECTION 3.10. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.**Members of the board mayparticipate in a meeting through use of a conference telephone or similar communications equipment,so long as all members participating in such meeting can hear one another. Participation in ameeting pursuant to this Section 3.10 constitutes presence in person at such meeting.**SECTION 3.11. WAIVER OF NOTICE.**Notice of a meeting need not be given to any director who signs awaiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting,whether before or after the meeting, or who attends the meeting without protesting, before themeeting or at its commencement, the lack of notice to such director. All such waivers, consents orapprovals shall be filed with the corporate records or made a part of the minutes of the meeting.**SECTION 3.12. ADJOURNMENT.**A majority of the directors present, whether or not a quorum is present,may adjourn any directors’ meeting to another time and place. Notice of the time and place ofholding an adjourned meeting need not be given, unless the meeting is adjourned for more thantwenty-four hours, in which case notice of the time and place shall be given before the time of theadjourned meeting to the directors who were not present at the time of the adjournment.**SECTION 3.13. ACTION WITHOUT MEETING.**Any action required or permitted to be taken by the board maybe taken without a meeting if all members of the board shall individually or collectively consentin writing to such action. Such written consent or consents shall be filed with the minutes of theproceedings of the board. Such action by written consent shall have the same effect as a unanimousvote of the board.**SECTION 3.14. FEES AND COMPENSATION.**Directors and members of committees may receive suchcompensation, if any, for their services, and such reimbursement for expenses, as may be fixed ordetermined by the board. This Section 3.14 shall not be construed to preclude any director fromserving the corporation in any other capacity as an officer, agent, employee or otherwise, andreceiving compensation for those services.
 
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**SECTION 3.15. RIGHTS OF INSPECTION.**Every director of the corporation shall have the absolute rightat any reasonable time to inspect and copy all books, records and documents of every kind and toinspect the physical properties of the corporation and also of its subsidiary corporations,domestic or foreign. Such inspection by a director may be made in person or by agent or attorney,and the right of inspection includes the right to copy and make extracts.**SECTION 3.16. REMOVAL OF DIRECTOR WITHOUT CAUSE.**Any or all of the directors of the corporation maybe removed without cause if the removal is approved by the outstanding shares, subject to thefollowing:(a) Except if the corporation has a classified board, no director may be removed (unless theentire board is removed) when the votes cast against removal, or not consenting in writing tothe removal, would be sufficient to elect the director if voted cumulatively at an election atwhich the same total number of votes were cast (or, if the action is taken by written consent,all shares entitled to vote were voted) and the entire number of directors authorized at thetime of the director’s most recent election were then being elected.(b) When by the provisions of the articles the holders of the shares of any class or series,voting as a class or series, are entitled to elect one or more directors, any director soelected may be removed only by the applicable vote of the holders of the shares of that classor series.(c) When the corporation has a classified board, a director may not be removed if the votes castagainst removal of the director, or not consenting in writing to the removal, would besufficient to elect the director if voted cumulatively (without regard to whether shares mayotherwise be voted cumulatively) at an election at which the same total number of votes werecast (or, if the action is taken by written consent, all shares entitled to vote were voted)and either the number of directors elected at the most recent annual meeting of shareholders,or if greater, the number of directors for whom removal is being sought, were then beingelected.**SECTION 3.17. REMOVAL OF DIRECTORS BY SHAREHOLDER’S SUIT.**The superior court of the proper countymay, at the suit of the shareholders holding at least 10 percent of the number of outstandingshares of any class, remove from office any director in case of fraudulent or dishonest acts orgross abuse of authority or discretion with reference to the corporation and may bar fromreelection any director so removed for a period prescribed by the court. The corporation shall bemade a party to such action.**ARTICLE IV****OFFICERS****SECTION 4.1. OFFICERS.**The officers of the corporation shall be a president, a secretary and achief financial officer. The corporation may also have, at the discretion of the board, achairperson of the board, a vice chairperson of the board, one or more vice presidents, one or moreassistant secretaries, one or more assistant financial officers and such other officers as may beelected or appointed in accordance with the provisions of Section 4.3 of this Article IV. Oneperson may hold two or more offices, except those of president and secretary.
 
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**SECTION 4.2. APPOINTMENT.**The officers of the corporation, except such officers as may be appointedin accordance with the provisions of Section 4.3 or Section 4.5 of this Article IV, shall be chosenby, and shall serve at the pleasure of, the board, and shall hold their respective offices untiltheir resignation, removal or other disqualification from service, or until their respectivesuccessors shall be appointed, subject to the rights, if any, of an officer under any contract ofemployment.**SECTION 4.3. SUBORDINATE OFFICERS.**The board may appoint, or may empower the president to appoint,such other officers as the business of the corporation may require, each to hold office for suchperiod, have such authority and perform such duties as are provided in these bylaws or as the boardmay from time to time determine.**SECTION 4.4. REMOVAL AND RESIGNATION.**Subject to the rights, if any, of an officer under anycontract of employment, any officer may be removed, either with or without cause, by the board atany time, or, except in the case of an officer chosen by the board, by any officer upon whom suchpower of removal may be conferred by the board.Any officer may resign at any time by giving written notice to the corporation without prejudice tothe rights, if any, of the corporation under any contract to which the officer is a party. Any suchresignation shall take effect at the date of the receipt of such notice or at any later timespecified therein; and, unless otherwise specified therein, the acceptance of such resignationshall not be necessary to make it effective.**SECTION 4.5. VACANCIES.**A vacancy in any office because of death, resignation, removal,disqualification or any other cause shall be filled in the manner prescribed in these bylaws forregular appointment to such office.**SECTION 4.6. CHAIRPERSON.**The chairperson of the board, if there shall be such an officer, shall,if present, preside at all meetings of the board and exercise and perform such other powers andduties as may be assigned from time to time by the board.**SECTION 4.7. VICE CHAIRPERSON.**The vice chairperson of the board, if there shall be such anofficer, shall, in the absence of the chairperson of the board, preside at all meetings of theboard and exercise and perform such other powers and duties as may be assigned from time to time bythe board.**SECTION 4.8. PRESIDENT.**Subject to such powers, if any, as may be given by the board to thechairperson of the board, if there shall be such an officer, the president is the general managerand chief executive officer of the corporation and has, subject to the control of the board,general supervision, direction and control of the business and affairs of the corporation. Thepresident shall preside at all meetings of the shareholders and in the absence of both thechairperson of the board and the vice chairperson, or if there be none, at all meetings of theboard. The president has the general powers and duties of management usually vested in the officeof president and chief executive officer of a corporation and such other powers and duties as maybe prescribed by the board.
 
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**SECTION 4.9. VICE PRESIDENT.**In the absence or disability of the president, the vice presidents inorder of their rank as fixed by the board or, if not ranked, the vice president designated by theboard, shall perform all the duties of the president and, when so acting, shall have all the powersof, and be subject to all the restrictions upon, the president. The vice presidents shall have suchother powers and perform such other duties as from time to time may be prescribed for themrespectively by the bylaws, the board, the president or the chairperson of the board.**SECTION 4.10. SECRETARY.**The secretary shall keep or cause to be kept, at the principal executiveoffice or such other place as the board may order, a book of minutes of all meetings ofshareholders, the board and its committees, with the time and place of holding, whether regular orspecial, and, if special, how authorized, the notice or waivers of notice thereof given, the namesof those present at the board and committee meetings, the number of shares present or representedat shareholders’ meetings, and the proceedings thereof.The secretary shall keep, or cause to be kept, a copy of the bylaws of the corporation at theprincipal executive office or business office in accordance with Section 213 of the Code. Thesecretary shall keep, or cause to be kept, at the principal executive office or at the office ofthe corporation’s transfer agent or registrar, if one is appointed, a record of its shareholders,or a duplicate record of its shareholders, giving the names and addresses of all shareholders andthe number and class of shares held by each.The secretary shall give, or cause to be given, notice of all the meetings of the shareholders, ofthe board and of any committees thereof required by these bylaws or by law to be given, shall keepthe seal of the corporation in safe custody, and shall have such other powers and perform suchother duties as may be prescribed by the board.**SECTION 4.11. ASSISTANT SECRETARY.**The assistant secretary or the assistant secretaries, in theorder of their seniority, shall, in the absence or disability of the secretary, or in the event ofsuch officer’s refusal to act, perform the duties and exercise the powers of the secretary andshall have such additional powers and discharge such duties as may be assigned from time to time bythe president or by the board.**SECTION 4.12. CHIEF FINANCIAL OFFICER.**The chief financial officer shall keep and maintain, orcause to be kept and maintained, adequate and correct books and records of the properties andfinancial and business transactions of the corporation, including accounts of its assets,liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares, andshall send or cause to be sent to the shareholders of the corporation such financial statements andreports that by law or these bylaws are required to be sent to them. The books of account shall atall times be open to inspection by any director of the corporation.The chief financial officer shall deposit all monies and other valuables in the name and to thecredit of the corporation with such depositories as may be designated by the board. The chieffinancial officer shall disburse the funds of the corporation as may be ordered by the board, shallrender to the president and directors, whenever they request it, an account of all transactionsengaged in as chief financial officer and of the financial condition of the corporation, and shallhave such other powers and perform such other duties as may be prescribed by the board.
 
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**SECTION 4.13. ASSISTANT FINANCIAL OFFICER.**The assistant financial officer or the assistantfinancial officers, in the order of their seniority, shall, in the absence or disability of thechief financial officer, or in the event of such officer’s refusal to act, perform the duties andexercise the powers of the chief financial officer, and shall have such additional powers anddischarge such duties as may be assigned from time to time by the president or by the board.**SECTION 4.14. SALARIES.**The salaries of the officers shall be fixed from time to time by the boardand no officer shall be prevented from receiving such salary by reason of the fact that suchofficer is also a director of the corporation.**SECTION 4.15. OFFICERS HOLDING MORE THAN ONE OFFICE.**Any two or more offices, except those ofpresident and secretary, may be held by the same person, but no officer shall execute, acknowledgeor verify any instrument in more than one capacity.**SECTION 4.16. INABILITY TO ACT.**In the case of absence or inability to act of any officer of thecorporation and of any person herein authorized to act in his or her place, the board may from timeto time delegate the powers or duties of such officer to any other officer, or any director orother person whom it may select.**ARTICLE V****INDEMNIFICATION****SECTION 5.1. DEFINITIONS.**For use in this Article V, certain terms are defined as follows:(a) “Agent”: A director, officer, employee or agent of the corporation or a person who is or wasserving at the request of the corporation as a director, officer, employee or agent of anotherforeign or domestic corporation, partnership, joint venture, trust, or other enterprise(including service with respect to employee benefit plans and service on creditors’ committeeswith respect to any proceeding under the Bankruptcy Code, assignment for the benefit ofcreditors or other liquidation of assets of a debtor of the corporation), or a person who wasa director, officer, employee or agent of a foreign or domestic corporation which was apredecessor corporation of the corporation or of another enterprise at the request of thepredecessor corporation.(b) “Loss”: All expenses, liabilities, and losses including attorneys’ fees, judgments, fines,ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest,assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxesimposed on any Agent as a result of the actual or deemed receipt of any payments under thisArticle.(c) “Proceeding”: Any threatened, pending or completed action, suit or proceeding including anyand all appeals, whether civil, criminal, administrative or investigative.
 
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**SECTION 5.2. RIGHT TO INDEMNIFICATION.**Each person who was or is a party or is threatened to bemade a party to or is involved (as a party, witness or otherwise) in any Proceeding, by reason ofthe fact that he or she, or a person of whom he or she is the legal representative, is or was anAgent, is entitled to indemnification. Agent shall be indemnified and held harmless by thecorporation to the fullest extent authorized by law. The right to indemnification conferred in thisArticle V shall be a contract right. It is the corporation’s intention that these bylaws provideindemnification in excess of that expressly permitted by Section 317 of the Code, as authorized bythe corporation’s articles of incorporation.**SECTION 5.3. AUTHORITY TO ADVANCE EXPENSES.**The right to indemnification provided in Section 5.2 ofthese bylaws shall include the right to be paid, in advance of a Proceeding’s final disposition,expenses incurred in defending that Proceeding, provided, however, that if required by theCalifornia General Corporation Law, as amended, the payment of expenses in advance of the finaldisposition of the Proceeding shall be made only upon delivery to the corporation of an undertakingby or on behalf of the Agent to repay such amount if it shall ultimately be determined that he orshe is not entitled to be indemnified by the corporation as authorized under this Article V orotherwise. The Agent’s obligation to reimburse the corporation for advances shall be unsecured andno interest shall be charged thereon.**SECTION 5.4. RIGHT OF CLAIMANT TO BRING SUIT.**If a claim under Section 5.2 or 5.3 of these bylawsis not paid in full by the corporation within thirty (30) days after a written claim has beenreceived by the corporation, the claimant may at any time there-after bring suit against thecorporation to recover the unpaid amount of the claim and, if successful in whole or in part, theclaimant shall be entitled to be paid also the expenses (including attorneys’ fees) of prosecutingsuch claim. It shall be a defense to any such action (other than an action brought to enforce aclaim for expenses incurred in defending a Proceeding in advance of its final disposition) that theclaimant has not met the standards of conduct that make it permissible under the California GeneralCorporation Law for the corporation to indemnify the claimant for the amount claimed. The burden ofproving such a defense shall be on the corporation. Neither the failure of the corporation(including its board of directors, independent legal counsel, or its shareholders) to have made adetermination prior to the commencement of such action that the indemnification of the claimant isproper under the circumstances because he or she has met the applicable standard of conduct setforth in the California General Corporation Law, nor an actual determination by the corporation(including its board of directors, independent legal counsel, or its shareholders) that theclaimant has not met such applicable standard of conduct, shall be a defense to the action orcreate a presumption that claimant has not already met the applicable standard of conduct.**SECTION 5.5. PROVISIONS NONEXCLUSIVE.**The rights conferred on any person by this Article V shallnot be exclusive of any other rights that such person may have or hereafter acquire under anystatute, provision of the articles of incorporation, agreement, vote of shareholders ordisinterested directors, or otherwise, both as to action in an official capacity and as to actionin another capacity while holding such office. To the extent that any provision of the articles ofincorporation, agreement, or vote of the shareholders or disinterested directors is inconsistentwith these bylaws, the provision, agreement, or vote shall take precedence.**SECTION 5.6. AUTHORITY TO INSURE.**The corporation may purchase and maintain insurance to protectitself and any Agent against any Loss asserted against or incurred by such person, whether or notthe corporation would have the power to indemnify the Agent against such Loss under applicable lawor the provisions of this Article V. If the corporation owns all or a portion of the shares of thecompany issuing the insurance policy, the company and/or the policy must meet one of the two setsof conditions set forth in Section 317 of the Code.
 
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**SECTION 5.7. SURVIVAL OF RIGHTS.**The rights provided by this Article V shall continue as to aperson who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, andadministrators of such person.**SECTION 5.8. SETTLEMENT OF CLAIMS.**The corporation shall not be liable to indemnify any Agent underthis Article V: (a) for any amounts paid in settlement of any action or claim effected without thecorporation’s written consent, which consent shall not be unreasonably withheld; or (b) for anyjudicial award, if the corporation was not given a reasonable and timely opportunity, at itsexpense, to participate in the defense of such action.**SECTION 5.9. EFFECT OF AMENDMENT.**Any amendment, repeal or modification of this Article V shall notadversely affect any right or protection of any Agent existing at the time of such amendment,repeal or modification.**SECTION 5.10. SUBROGATION.**Upon payment under this Article V, the corporation shall be subrogatedto the extent of such payment to all of the rights of recovery of the Agent, who shall execute allpapers required and shall do everything that may be necessary to secure such rights, including theexecution of such documents necessary to enable the corporation effectively to bring suit toenforce such rights.**SECTION 5.11. NO DUPLICATION OF PAYMENTS.**The corporation shall not be liable under this Article Vto make any payment in connection with any claim made against the Agent to the extent the Agent hasotherwise actually received payment (under any insurance policy, agreement, vote or otherwise) ofthe amounts otherwise indemnifiable hereunder.**ARTICLE VI****OTHER PROVISIONS****SECTION 6.1. INSPECTION OF CORPORATE RECORDS.**(a) A shareholder or shareholders of the corporation holding at least five percent (5%) in theaggregate of the outstanding voting shares of the corporation or who hold at least one percent(1%) of the outstanding voting shares and have filed a Schedule 14B with the United StatesSecurities and Exchange Commission relating to the election of directors of the corporationshall have an absolute right to do either or both of the following: (i) inspect and copy the record of shareholders’ names and addresses andshareholdings during usual business hours upon five business days’ prior written demandupon the corporation; or
 
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 (ii) obtain from the transfer agent, if any, for the corporation, upon written demandand upon the tender of its usual charges for such a list (the amount of which chargesshall be stated to the shareholder by the transfer agent upon request), a list of theshareholders’ names and addresses who are entitled to vote for the election of directorsand their shareholdings, as of the most recent record date for which it has beencompiled, or as of a date specified by the shareholder subsequent to the date of demand.The corporation shall have a responsibility to cause the transfer agent to comply withthis Section 6.1;(b) The record of shareholders shall also be open to inspection and copying by any shareholder orholder of a voting trust certificate at any time during usual business hours upon writtendemand on the corporation, for a purpose reasonably related to such holder’s interest as ashareholder or holder of a voting trust certificate. A written demand for such inspectionshall be accompanied by a statement in reasonable detail of the purpose of the inspection.(c) The accounting books and records and minutes of proceedings of the shareholders and the boardand committees of the board shall be open to inspection upon written demand on the corporationby any shareholder or holder of a voting trust certificate at any reasonable time during usualbusiness hours, for a purpose reasonably related to such holder’s interest as a shareholder oras a holder of such voting trust certificate. The right of inspection created by this Section6.1(c) shall extend to the records of each subsidiary of the corporation. A written demand forsuch inspection shall be accompanied by a statement in reasonable detail of the purpose of theinspection.(d) Any inspection and copying under this Section 6.1 may be made in person or by agent orattorney.**SECTION 6.2. INSPECTION OF BYLAWS.**The corporation shall keep at its principal executive office inCalifornia the original or a copy of these bylaws as amended to date, which shall be open toinspection by shareholders at all reasonable times during office hours.**SECTION 6.3. EXECUTION OF DOCUMENTS, CONTRACTS.**Subject to the provisions of applicable law, anynote, mortgage, evidence of indebtedness, contract, share certificate, initial transactionstatement or written statement, conveyance or other instrument in writing and any assignment orendorsement thereof executed or entered into between the corporation and any other person, whensigned by the chairperson of the board, the president or any vice president and the secretary, anyassistant secretary, the chief financial officer or any assistant financial officer of thecorporation, or when stamped with a facsimile signature of such appropriate officers in the case ofshare certificates, shall be valid and binding upon the corporation in the absence of actualknowledge on the part of the other person that the signing officers did not have authority toexecute the same. Any such instruments may be signed by any other person or persons and in suchmanner as from time to time shall be determined by the board, and unless so authorized by theboard, no officer, agent or employee shall have any power or authority to bind the corporation byany contract or engagement or to pledge its credit or to render it liable for any purpose oramount.
 
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**SECTION 6.4. CERTIFICATES OF STOCK.**Every holder of shares of the corporation shall be entitled tohave a certificate signed in the name of the corporation by the chairperson or the vice chairpersonof the board or the president or a vice president and by the secretary or an assistant secretary orthe chief financial officer or an assistant financial officer, certifying the number of shares andthe class or series of shares owned by the shareholder. The signatures on the certificates may befacsimile signatures. If any officer, transfer agent or registrar who has signed a certificate orwhose facsimile signature has been placed upon the certificate shall have ceased to be suchofficer, transfer agent or registrar before such certificate is issued, it may be issued by thecorporation with the same effect as if such person were an officer, transfer agent or registrar atthe date of issue.Except as provided in this Section 6.4, no new certificate for shares shall be issued in lieu of anold certificate unless the latter is surrendered and canceled at the same time. The board may,however, in case any certificate for shares is alleged to have been lost, stolen or destroyed,authorize the issuance of a new certificate in lieu thereof, and the corporation may require thatthe corporation be given a bond or other adequate security sufficient to indemnify it against anyclaim that may be made against it (including any expense or liability) on account of the allegedloss, theft or destruction of such certificate or the issuance of such new certificate.Prior to the due presentment for registration of transfer in the stock transfer book of thecorporation, the registered owner shall be treated as the person exclusively entitled to vote, toreceive notifications and otherwise to exercise all the rights and powers of an owner, except asexpressly provided otherwise by the laws of the state of California.**SECTION 6.5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.**The president or any other officer orofficers authorized by the board or the president are each authorized to vote, represent andexercise on behalf of the corporation all rights incident to any and all shares or other securitiesof any other corporation or corporations standing in the name of the corporation. The authorityherein granted may be exercised either by any such officer in person or by any other personauthorized to do so by proxy or power of attorney duly executed by said officer.**SECTION 6.6. SEAL.**The corporate seal of the corporation shall consist of two concentric circles,between which shall be the name of the corporation, and in the center shall be inscribed the word“Incorporated” and the date of its incorporation.**SECTION 6.7. FISCAL YEAR.**The fiscal year of the corporation shall begin on the first day ofJanuary and end on the 31st day of December of each year.**SECTION 6.8. CONSTRUCTION AND DEFINITIONS.**Unless the context otherwise requires, the generalprovisions, rules of construction and definitions contained in the Code and the California GeneralCorporation Law shall govern the construction of these bylaws. Without limiting the generality ofthis provision, the singular number includes the plural, the plural number includes the singular,and the term “person” includes both a corporation and a natural person.
 
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**SECTION 6.9. BYLAW PROVISIONS CONTRARY TO OR INCONSISTENT WITH PROVISIONS OF LAW.**Any article,section, subsection, subdivision, sentence, clause or phrase of these bylaws which, upon beingconstrued in the manner provided in this Section 6.9, shall be contrary to or inconsistent with anyapplicable provision of the Code or other applicable laws of the state of California or of theUnited States shall not apply so long as said provisions of law shall remain in effect, but suchresult shall not affect the validity or applicability of any other portions of these bylaws, itbeing hereby declared that these bylaws would have been adopted and each article, section,subsection, subdivision, sentence, clause or phrase thereof, irrespective of the fact that any oneor more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or areillegal.**ARTICLE VII****AMENDMENTS****SECTION 7.1. AMENDMENT BY SHAREHOLDERS.**New bylaws may be adopted or these bylaws may be amended orrepealed by the vote or written consent of holders of a majority of the outstanding shares entitledto vote; provided, however, that if the articles of incorporation of the corporation set forth thenumber of authorized directors of the corporation, the authorized number of directors may bechanged only by an amendment of the articles of incorporation and provided also that a bylawreducing the fixed number or the minimum number of directors to a number less than five cannot beadopted if the votes cast against adoption at a meeting, or the shares not consenting in the caseof action by written consent, are equal to more than 16 2/3 percent of the outstanding sharesentitled to vote.**SECTION 7.2. AMENDMENT BY DIRECTORS.**Subject to the rights of the shareholders as provided inSection 7.1 of this Article VII, bylaws, other than a bylaw specifying or changing a fixed numberof directors or the maximum or minimum number or changing from a fixed to a variable board or viceversa, may be adopted, amended or repealed by the board.
 
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**CERTIFICATE OF SECRETARY**I, the undersigned, do hereby certify:1. That I am the duly elected and acting secretary of Plumas, a California corporation; and2. That the foregoing Bylaws, comprising 19 pages, constitute the Bylaws of Plumas Bancorp asduly adopted by action of the board of directors of Plumas Bancorp duly taken on January 21,2009.        Terrance J. Reeson, Secretary
 
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