**Exhibit 3.4**

 

**BYLAWS OF**

 

 

**SANTA LUCIA BANCORP**

 

**(As Amended on January 21,2009)**

 

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**BYLAWS**

**OF SANTA LUCIA BANCORP**

 

**INDEX**

 
| ** **                            | ** **                                                       | **PAGE** |
|---------------------------------------|------------------------------------------------------------------|----------|
|                                  |                                                             |     |
| ARTICLE I - OFFICES                   | 1                                                                |
|                                  |                                                             |
| SECTION 1.                       | PRINCIPAL OFFICES                                                | 1        |
| SECTION 2.                       | OTHER OFFICES                                                    | 1        |
|                                  |                                                             |     |
| ARTICLE II - MEETINGS OF SHAREHOLDERS | 1                                                                |
|                                  |                                                             |
| SECTION 1.                       | PLACE OF MEETINGS                                                | 1        |
| SECTION 2.                       | ANNUAL MEETING                                                   | 1        |
| SECTION 3.                       | SPECIAL MEETING                                                  | 1        |
| SECTION 4.                       | NOTICE OF SHAREHOLDERS’ MEETINGS                            | 2        |
| SECTION 5.                       | MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE                     | 2        |
| SECTION 6.                       | QUORUM                                                           | 3        |
| SECTION 7.                       | ADJOURNED MEETING; NOTICE                                        | 3        |
| SECTION 8.                       | VOTING                                                           | 4        |
| SECTION 9.                       | WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS               | 4        |
| SECTION 10.                      | SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A  MEETING         | 5        |
| SECTION 11.                      | RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND  GIVING CONSENTS | 5        |
| SECTION 12.                      | PROXIES                                                          | 6        |
| SECTION 13.                      | INSPECTORS OF ELECTION                                           | 6        |
|                                  |                                                             |     |
| ARTICLE III - DIRECTORS               | 7                                                                |
|                                  |                                                             |     |
| SECTION 1.                       | POWERS                                                           | 7        |
| SECTION 2.                       | NUMBER AND QUALIFICATION OF DIRECTORS                            | 7        |
| SECTION 3.                       | NOMINATION OF DIRECTORS                                          | 8        |
| SECTION 4.                       | ELECTION AND TERM OF OFFICE OF DIRECTORS                         | 8        |
| SECTION 5.                       | REMOVAL OF DIRECTORS                                             | 8        |
| SECTION 6.                       | VACANCIES                                                        | 8        |
| SECTION 7.                       | PLACE OF MEETINGS AND MEETINGS BY TELEPHONE                      | 9        |
| SECTION 8.                       | ANNUAL MEETING                                                   | 9        |
| SECTION 9.                       | OTHER REGULAR MEETINGS                                           | 9        |
| SECTION 10.                      | SPECIAL MEETINGS                                                 | 9        |
| SECTION 11.                      | QUORUM                                                           | 10       |
| SECTION 12.                      | WAIVER OF NOTICE                                                 | 10       |
| SECTION 13.                      | ADJOURNMENT                                                      | 10       |
| SECTION 14.                      | NOTICE OF ADJOURNMENT                                            | 10       |
| SECTION 15.                      | ACTION WITHOUT MEETING                                           | 10       |
| SECTION 16.                      | FEES AND COMPENSATION OF DIRECTORS                               | 10       |
|                                  |                                                             |     |
| ARTICLE IV - COMMITTEES               | 11                                                               |
|                                  |                                                             |     |
| SECTION 1.                       | COMMITTEES OF DIRECTORS                                          | 11       |
| SECTION 2.                       | MEETINGS AND ACTION OF COMMITTEES                                | 12       |
|                                  |                                                             |     |
| ARTICLE V - OFFICERS                  | 12                                                               |
|                                  |                                                             |     |
| SECTION 1.                       | OFFICERS                                                         | 12       |

 

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| SECTION 2.                                                                  | APPOINTMENT OF OFFICERS                                | 13     |
|----------------------------------------------------------------------------------|--------------------------------------------------------|--------|
| SECTION 3.                                                                  | SUBORDINATE OFFICERS                                   | 13     |
| SECTION 4.                                                                  | REMOVAL AND RESIGNATION OF OFFICERS                    | 13     |
| SECTION 5.                                                                  | VACANCIES IN OFFICES                                   | 13     |
| SECTION 6.                                                                  | CHAIRMAN OF THE BOARD                                  | 13     |
| SECTION 7.                                                                  | VICE CHAIRMAN                                          | 13     |
| SECTION 8.                                                                  | PRESIDENT                                              | 13     |
| SECTION 9.                                                                  | VICE PRESIDENTS                                        | 14     |
| SECTION 10.                                                                 | SECRETARY                                              | 14     |
| SECTION 11.                                                                 | CHIEF FINANCIAL OFFICER                                | 14     |
|                                                                             |                                                   |   |
| ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS,  EMPLOYEES AND OTHER AGENTS | 15                                                     |
|                                                                             |                                                   |
| SECTION 1.                                                                  | INDEMNIFICATION                                        | 15     |
|                                                                             |                                                   |   |
| ARTICLE VII - RECORDS AND REPORTS                                                | 15                                                     |
|                                                                             |                                                   |
| SECTION 1.                                                                  | MAINTENANCE AND INSPECTION OF SHARE REGISTER           | 15     |
| SECTION 2.                                                                  | MAINTENANCE AND INSPECTION OF BYLAWS                   | 16     |
| SECTION 3.                                                                  | MAINTENANCE AND INSPECTION OF OTHER CORPORATE  RECORDS | 16     |
| SECTION 4.                                                                  | INSPECTION BY DIRECTORS                                | 16     |
| SECTION 5.                                                                  | ANNUAL REPORT TO SHAREHOLDERS                          | 16     |
| SECTION 6.                                                                  | FINANCIAL STATEMENTS                                   | 17     |
| SECTION 7.                                                                  | REPRESENTATION OF SHARES OF OTHER CORPORATIONS         | 17     |
| SECTION 8.                                                                  | ANNUAL STATEMENT OF GENERAL INFORMATION                | 18     |
|                                                                             |                                                   |   |
| ARTICLE VIII - GENERAL CORPORATE MATTERS                                         | 18                                                     |
|                                                                             |                                                   |   |
| SECTION 1.                                                                  | RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND  VOTING | 18     |
| SECTION 2.                                                                  | CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS              | 18     |
| SECTION 3.                                                                  | CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED      | 18     |
| SECTION 4.                                                                  | CERTIFICATES FOR SHARES                                | 19     |
| SECTION 5.                                                                  | LOST CERTIFICATES                                      | 19     |
| SECTION 6.                                                                  | CONSTRUCTION AND DEFINITIONS                           | 19     |
|                                                                             |                                                   |   |
| ARTICLE IX - AMENDMENTS                                                          | 19                                                     |
|                                                                             |                                                   |
| SECTION 1.                                                                  | AMENDMENT BY SHAREHOLDERS                              | 19     |
| SECTION 2.                                                                  | AMENDMENT BY DIRECTORS                                 | 19     |
| SECTION 3.                                                                  | RECORD OF AMENDMENTS                                   | 20     |
|                                                                             |                                                   |   |
| **ARTICLE X — INTERPRETATION**                                              | **21**                                                 |

 

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# **BYLAWSOF**

# ** **

**SANTA LUCIA BANCORP**

 

ARTICLE I

OFFICES

 

Section 1.               PRINCIPAL OFFICES.  The principalexecutive office of the corporation shall be at Atascadero, California.  The board of directors shall fix the locationof other offices of the corporation at any place within or outside the State ofCalifornia.

 

Section 2.               OTHER OFFICES.   The board of directors may atany time establish subordinate offices at any place or places where thecorporation is qualified to do business.

 

ARTICLE II

MEETINGS OF SHAREHOLDERS

 

Section 1.               PLACE OF MEETINGS.  Meetings ofshareholders shall be held at any place within or outside the State ofCalifornia designated by the board of directors. In the absence of any suchdesignation, shareholders’ meetings shall be held at the principal executiveoffice of the corporation or at any place consented to in writing by allpersons entitled to vote at such meeting, given before or after the meeting andfiled with the Secretary of the corporation.

 

Section 2.               ANNUAL MEETING.   The annual meeting ofshareholders shall be held each year on a date and at a time designated by theboard of directors.  The date sodesignated shall be within fifteen (15) months after the last annualmeeting.  At the annual meeting,directors shall be elected, and any other proper business may be transacted

 

Section 3.               SPECIAL MEETING.   A special meeting of theshareholders may be called at any time by the board of directors, the Chairmanof the Board, the President, or the holders of shares entitled to case not lessthan ten percent (10%) of the votes at that meeting.

 

If a special meeting is called by any person orpersons other than the board of directors or the President or the Chairman ofthe Board, then the request shall be in writing, specifying the time of themeeting and the general nature of the business proposed to be transacted, andshall be delivered personally or sent by registered mail or by telegraphic orother facsimile transmission to the Chairman of the Board, the President, anyVice President or the Secretary of the corporation. The officer receiving therequest shall cause notice promptly to be given to the shareholders entitled tovote, in accordance with the provisions of Sections 4 and 5 of this Article II,that a meeting will be held at the time requested by the person or personscalling the meeting, so long as that time is not less than thirty-five (35) normore than sixty (60) days after the receipt of the request.

 

If the notice is not given within twenty (20) daysafter receipt of the request, the person or persons requesting the meeting maygive the notice.  Nothing contained inthis paragraph of this 

 

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Section 3 shall be construed as limiting, fixing or affecting thetime when a meeting of shareholders called by action of the board of directorsmay be held.

 

Section 4.               NOTICE OF SHAREHOLDERS’ MEETINGS.   All noticesof meetings of shareholders shall be sent or otherwise given in accordance withArticle II, Section 5 of these Bylaws no less ten (10) (or, ifsent by third-class mail pursuant to Section 2.5 of these Bylaws, not lessthan thirty (30)) nor more than sixty (60) days before the date of the meetingto each shareholder entitled to vote thereat. Such notice shall state theplace, date and hour of the meeting and (i) in the case of a specialmeeting, the general nature of the business to be transacted, and no businessother than that specified in the notice may be transacted, or (ii) in thecase of the annual meeting, those matters which the board of directors, at thetime of the mailing of the notice, intends to present for action by shareholders,but, subject to the provisions of the next paragraph of this Section 4,any proper matter may be presented at the meeting for such action.  The notice of any meeting at which directorsare to be elected shall include the names of the nominees intended at the timeof the notice to be presented by the board for election.

 

If the action is proposed to be taken at any meetingfor approval of (i) a contract or transaction in which a director has adirect or indirect financial interest, pursuant to Section 310 of theCalifornia Corporations Code (the “Code”), (ii) an amendment of theArticles of Incorporation, pursuant to Section 902 of the Code, (iii) areorganization of the corporation, pursuant to Section 1201 of the Code, (iv) avoluntary dissolution of the corporation, pursuant to Section 1900 of theCode, or (v) a distribution in dissolution other than in accordance withthe rights of outstanding preferred shares, pursuant to Section 2007 of theCode, then the notice shall also state the general nature of that proposal.

 

Section 5.               MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE. Notice of any shareholders’ meeting shall be given either personally orby first-class mail, or, if the corporation has outstanding shares held ofrecord by five hundred (500) or more persons (determined as provided in Section 605of the Code) on the record date for the shareholders’ meeting, notice may besent by third-class mail, or other means of written communication, addressed tothe shareholder at the address of the shareholder appearing on the books of thecorporation or given by the shareholder to the corporation for the purpose ofnotice; or if no such address appears or is given, at the place where theprincipal executive office of the corporation is located or by publication atleast once in a newspaper of general circulation in the county in which theprincipal executive office is located. The notice shall be deemed to have been given at the time when deliveredpersonally or deposited in the mail or sent by other means of writtencommunication.

 

If any notice (or anyreport referenced in Article VII of these Bylaws) addressed to ashareholder at the address of such shareholder appearing on the books of thecorporation is returned to the corporation by the United States Postal Servicemarked to indicate that the United States Postal Service is unable to deliverthe notice to the shareholder at that address, all future notices or reportsshall be deemed to have been duly given without further mailing if the sameshall be available to the shareholder on written demand of the shareholder atthe principal executive office of the corporation for a period of one (1) yearfrom the date of the giving of the notice.

 

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An affidavit of mailingof any notice or report in accordance with the provisions of this Section 5,executed by the Secretary, Assistant Secretary or any transfer agent, shall beprima facie evidence of the giving of the notice or report.

 

All notices of meetings of shareholders shall be givennot less than ten (10) nor more than sixty (60) days before the date ofthe meeting.  The notice shall specifythe place, date and hour of the meeting and (i) in the case of a specialmeeting, the general nature of the business to be transacted, or (ii) inthe case of the annual meeting, those matters which the board of directors, atthe time of giving the notice, intends to present for action by theshareholders.  The notice of any meetingat which directors are to be elected shall include the name of any nominee ornominees existing management intends to present for election.

 

If action is proposed to be taken at any meeting forapproval of (i) a contract or transaction in which a director has a director indirect financial interest, pursuant to Section 310 of the CaliforniaCorporations Code (the “Code”), (ii) an amendment of the Articles ofIncorporation, pursuant to Section 902 of that Code, (iii) areorganization of the corporation, pursuant to Section 1201 of that Code, (iv)a voluntary dissolution of the corporation, pursuant to Section 1900 ofthat Code, or (v) a distribution in dissolution other than in accordancewith the rights of outstanding preferred shares, pursuant to Section 2007of that Code, then the notice shall also state the general nature of thatproposal.

 

Section 6.               QUORUM.  Unless otherwise provided in the Articles ofIncorporation of the corporation, a majority of the shares entitled to vote,represented in person or by proxy, shall constitute a quorum at a meeting ofthe shareholders.  The shareholderspresent at a duly called or held meeting at which a quorum is present maycontinue to transact business until adjournment notwithstanding the withdrawalof enough shareholders to leave less than a quorum, if any action taken (otherthan adjournment) is approved by at least a majority of the shares required toconstitute a quorum.

 

In the absence of a quorum, any meeting ofshareholders may be adjourned from time to time by the vote of a majority ofthe shares represented either in person or by proxy, but no other business maybe transacted, except as provided in the last sentence of the proceedingparagraph.

 

Section 7.               ADJOURNED MEETING; NOTICE.  Anyshareholders’ meeting, annual or special, whether or not a quorum is present,may be adjourned from time to time by the vote of the majority of the sharesrepresented at that meeting, either in person or by proxy, but in the absenceof a quorum, no other business may be transacted at that meeting, except asprovided in Section 6 of this Article II.

 

When any meeting of shareholders, either annual orspecial, is adjourned to another time or place, notice need not be given of theadjourned meeting if the time and place are announced at a meeting at which theadjournment is taken, unless a new record date for the adjourned meeting isfixed, or unless the adjournment is for more than forty-five (45) days from thedate set for the original meeting, in which case the board of directors shallset a new record date.  Notice of anysuch adjourned meeting shall be given to each shareholder of record entitled tovote at the adjourned meeting in accordance with the provisions of Sections 4and 5 of this Article II. At any adjourned meeting the corporation maytransact any business which might have been transacted at the original meeting.

 

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Section 8.               VOTING.  The shareholders entitled to vote at anymeeting of shareholders shall be determined in accordance with the provisionsof Section 11 of this Article II, subject to the provisions ofSections 702 to 704, inclusive, of the Code (relating to voting shares held bya fiduciary, in the name of a corporation, or in joint ownership).

 

The shareholders’ vote may be by voice or by ballot;provided, however, that any election for directors must be by ballot ifdemanded by any shareholder before the voting has begun.

 

Except as provided in the last paragraph of this Section 8,or as may be otherwise provided in the Articles of Incorporation, eachoutstanding share, regardless of class, shall be entitled to one vote on eachmatter submitted to a vote of the shareholders. On any matter other than elections of directors, any shareholder mayvote part of the shares in favor of the proposal and refrain from voting theremaining shares or vote them against the proposal, but, if the shareholderfails to specify the number of shares which the shareholder is votingaffirmatively, it will be conclusively presumed that the shareholder’sapproving vote is with respect to all shares that the shareholder is entitledto vote.

 

If a quorum is present, the affirmative vote of themajority of the shares represented at the meeting and entitled to vote on anymatter (other than the election of directors) shall be the act of theshareholders, unless the vote of a greater number or voting by classes isrequired by the Code.

 

At a shareholders’ meeting at which directors are tobe elected, no shareholder shall be entitled to cumulate votes unless thecandidates’ names have been placed in nomination prior to commencement of thevoting and a shareholder has given notice prior to commencement of the votingof the shareholder’s intention to cumulate votes. If any shareholder has givensuch a notice, then every shareholder entitled to vote may cumulate votes forcandidates in nomination and give one candidate a number of votes equal to thenumber of directors to be elected multiplied by the number of votes to whichthat shareholder’s shares are entitled, or distribute the shareholder’s voteson the same principle among any or all of the candidates, as the shareholderthinks fit. The candidates receiving the highest number of votes, up to thenumber of directors to be elected shall be elected; votes against any candidateand votes withheld shall have no legal effect.

 

Section 9. WAIVER OF NOTICE OR CONSENT BYABSENT SHAREHOLDERS.  Thetransactions of any meeting of shareholders, either annual or special, howevercalled and noticed, and wherever held, shall be as valid as though had at ameeting duly held after regular call and notice, if a quorum be present eitherin person or by proxy, and if, either before or after the meeting, each personentitled to vote, who was not present in person or by proxy, signs a writtenwaiver of notice or a consent to a holding of the meeting, or an approval ofthe minutes of the meeting. The waiver of notice or consent need not specifyeither the business to be transacted or the purpose of any annual or specialmeeting of shareholders, except that if action is taken or proposed to be takenfor approval of any of those matters specified in the second paragraph of Section 4of this Article II, the waiver of notice or consent is required to statethe general nature of the action or proposed action. All such waivers, consentsor approvals shall be filed with the corporate records or made a part of theminutes of the meeting.

 

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Attendance by a person at a meeting shall alsoconstitute a waiver of notice of that meeting, except when the person objects,at the beginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened, and except that attendance at ameeting is not a waiver of any right to object to the consideration of mattersrequired by the Code to be included in the notice of the meeting but not soincluded, if that objection is expressly made at the meeting.

 

Section 10. SHAREHOLDER ACTION BY WRITTENCONSENT WITHOUT A MEETING.  Anyaction which maybe taken at any annual or special meeting of shareholders maybe taken without a meeting and without prior notice, if a consent in writing,setting forth the action so taken, is signed by the holders of outstandingshares having not less than the minimum number of votes that would be necessaryto authorize or take that action at a meeting at which all shares entitled tovote on that action were present and voted.

 

In the case of election of directors, such a consentshall be effective only if signed by the holders of all outstanding sharesentitled to vote for the election of directors; provided, however, that adirector may be elected at any time to fill a vacancy on the board of directors(other than vacancies created by removal) that has not been filled by thedirectors, by the written consent of the holders of a majority of theoutstanding shares entitled to vote for the election of directors.

 

All such consents shall be filed with the Secretary ofthe corporation and shall be maintained in the corporate records. Anyshareholder giving a written consent, or the shareholder’s proxy holder, or atransferee of the shares or a personal representative of the shareholder ortheir respective proxy holders, may revoke the consent by a writing received bythe Secretary of the corporation before written consents of the number ofshares required to authorize the proposed action have been filed with theSecretary.

 

If the consents of all shareholders entitled to votehave not been solicited in writing, and if the unanimous written consent of allsuch shareholders shall not have been received, the Secretary shall give promptnotice of the corporate action approved by the shareholders without a meeting.This notice shall be given in the manner specified in Section 5 of this Article II.In the case of approval of (i) contracts or transactions in which adirector has a direct or indirect financial interest, pursuant to Section 310of the Code, (ii) indemnification of agents of the corporation, pursuantto Section 317 of the Code, (iii) a reorganization of thecorporation, pursuant to Section 1201 of the Code, and (iv) adistribution in dissolution other than in accordance with the rights ofoutstanding preferred shares, pursuant to Section 2007 of the Code, thenotice shall be given at least ten (10) days before the consummation ofany action authorized by that approval, unless the consents of all shareholdersentitled to vote have been solicited in writing.

 

Section 11.             RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING CONSENTS. In order that the corporation may determine the shareholders entitled tonotice of any meeting or to vote, the board of directors may fix, in advance, arecord date, which shall not be more than sixty (60) days nor less than ten (10) daysprior to the date of such meeting nor more than sixty (60) days before anyother action.  Shareholders at the closeof business on the record date are entitled to notice and to vote, as the casemay be, notwithstanding any transfer of any shares on the books of the corporationafter the record date, except as otherwise provided in the Articles ofIncorporation or the Code.

 

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A determination of shareholders of record entitled tonotice of or to vote at a meeting of shareholders shall apply to anyadjournment of the meeting unless the board of directors fixes a new recorddate for the adjourned meeting, but the board of directors shall fix a newrecord date if the meeting is adjourned for more than forty-five (45) days fromthe date set for the original meeting.

 

If the board of directors does not so fix a recorddate:

 

(i) The record date for determining shareholdersentitled to receive notice of or to vote at a meeting of shareholders shall beat the close of business on the business day next preceding the day on whichnotice is given or, if notice is waived, at the close of business on thebusiness day next preceding the day on which the meeting is held.

 

(ii)      The record date for determiningshareholders entitled to give consent to corporate action in writing without ameeting, (i) when no prior action by the board has been taken, shall bethe day on which the first written consent is given, or (ii) when prioraction by the board has been taken, shall be at the close of business on theday on which the board adopts the resolution relating thereto, or the sixtieth(60th) dayprior to the date of such other action, whichever is later.

 

The record date for anyother purpose shall be as provided in Section 1 of Article VII ofthese Bylaws.

 

Section 12.     PROXIES.   Every person entitled to vote for directorsor on any other matter shall have the right to do so either in person or by oneor more agents authorized by a written proxy signed by the person and filedwith the Secretary of the corporation. A proxy shall be deemed signed if theshareholder’s name is placed on the proxy (whether by manual signature,typewriting, telegraphic or electronic transmission, or otherwise) by theshareholder or the shareholder’s attorney in fact. A validly executed proxywhich does not state that it is irrevocable shall continue in full force andeffect unless (i) revoked by the person executing it before the votepursuant to that proxy, by a writing delivered to the corporation stating thatthe proxy is revoked, or by a subsequent proxy executed by, or attendance atthe meeting and voting in person by, the person executing the proxy; or (ii) writtennotice of the death or incapacity of the maker of that proxy is received by thecorporation before the vote pursuant to that proxy is counted.  No proxy shall be valid after the expirationof eleven (11) months from the date of the proxy unless otherwise provided inthe proxy. The revocability of a proxy that states on its face that it isirrevocable shall be governed by the provisions of Sections 705(e) and 705(f) ofthe Code.

 

Section 13      INSPECTORS OF ELECTION.  In advance of any meeting of shareholders,the board of directors may appoint inspectors of election to act at the meetingand any adjournment thereof.  Ifinspectors of election are not so appointed or designated or if any persons soappointed fail to appear or refuse to act, then the Chairman of the meetingmay, and on the request of any shareholder or a shareholder’s proxy shall,appoint inspectors of election (or persons to replace those who so fail toappear) at the meeting. The number of inspectors shall be either one (1) orthree (3).  If appointed at a meeting onthe request of one (1) or more 

 

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shareholders or proxies, the majority of shares represented in personor by proxy shall determine whether one (1) or three (3) inspectors are tobe appointed.

 

The inspectors of election shall determine the numberof shares outstanding and the voting power of each, the shares represented atthe meeting, the existence of a quorum, and the authenticity, validity, andeffect of proxies, receive votes, ballots or consents, hear and determine allchallenges and questions in any way arising in connection with the right tovote, count and tabulate all votes or consents, determine when the polls shallclose, determine the result and do any other acts that may be proper to conductthe election or vote with fairness to all shareholders.

 

ARTICLE III

 

DIRECTORS

 

Section 1.       POWERS.  Subject to the provisions of the Code and anylimitations in the Articles of Incorporation and these Bylaws relating toaction required to be approved by the shareholders or by the outstandingshares, the business and affairs of the corporation shall be managed and allcorporate powers shall be exercised by or under the direction of the board ofdirectors.  The board may delegate themanagement of the day-to-day operation of the business of the corporation to amanagement company or other person provided that the business and affairs ofthe corporation shall be managed and all corporate powers shall be exercisedunder the ultimate direction of the board.

 

Section 2.       NUMBER AND QUALIFICATION OF DIRECTORS.  The authorized number of directors shall notbe less than seven (7) nor more than thirteen (13).  The exact number of directors shall be nine (9) untilchanged, within the limits specified above, by a bylaw amending this section,duly adopted by resolution of the board of directors or the shareholders.  The maximum or minimum number of directorscannot be changed, nor can a fixed number be substituted for the maximum andminimum numbers, except by a duly adopted amendment to the articles ofincorporation if the minimum or maximum number is stated therein, or otherwiseby amendment to this bylaw duly approved by a majority of the outstandingshares entitled to vote.   An amendmentthat would reduce the minimum number to less than five (5), however, cannot beadopted if the votes cast against its adoption at a shareholders’ meeting orthe shares not consenting to an action by written consent are equal to morethan one-sixth (16 2/3%) of the outstanding shares entitled to vote.   No amendment may change the stated maximumnumber of authorized directors to a number greater than two times the statedminimum number minus one. Notwithstanding anything in these bylaws to the contrary, for so long asthe corporation’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A(the “*Designated Preferred Stock*”)is outstanding:  (i) whenever, atany time or times, dividends payable on the shares of Designated PreferredStock have not been paid for an aggregate of six quarterly Dividend Periods (asdefined in the Certificate of Determination for the Designated Preferred Stock)or more, whether or not consecutive, the authorized number of directors shallautomatically be increased by two (but shall in no event be increased to anumber of directors that is greater than the maximum number of directors setforth in Article III, Section 2 of these Bylaws); and (ii) thissentence may not be modified, amended or repealed by the corporation’s board ofdirectors (or any committee thereof) or without the affirmative vote andapproval of (x) the stockholders and (y) the holders 

 

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of at least a majority of the shares of Designated Preferred Stockoutstanding at the time of such vote and approval.

 

Section 3.       NOMINATION OF DIRECTORS.Nominations for election of members of the board may be made by the board or byany holder of any outstanding class of capital stock of the corporationentitled to vote for the election of directors. Notice of intention to make any nominations (other than for personsnamed in the notice of the meeting called for the election of directors) shallbe made in writing and shall be delivered or mailed to the President of thecorporation by the later of: (i) the close of business twenty-one (21)days prior to any meeting of shareholders called for the election of directors;or (ii) seven (7) days after the date of mailing of notice of themeeting to shareholders.  Suchnotification shall contain the following information to the extent known to thenotifying shareholder: (a) the name and address of each proposed nominee; (b) theprincipal occupation of each proposed nominee; (c) the number of shares ofcapital stock of the corporation owned by each proposed nominee; (d) thename and residence address of the notifying shareholder; (e) the number ofshares of capital stock of the corporation owned by the notifying shareholder; (f) thenumber of shares of capital stock of any bank, bank holding company, savingsand loan association or other depository institution owned beneficially by thenominee or by the notifying shareholder and the identities and locations of anysuch institutions; and (g) whether the proposed nominee has ever beenconvicted of or pleaded nolo contendere to any criminal offense involvingdishonesty or breach of trust, filed a petition in bankruptcy or been adjudgedbankrupt.  The notification shall besigned by the nominating shareholder and each nominee, and shall be accompaniedby a written consent to be named as a nominee for election as a director fromeach proposed nominee.  Nominations notmade in accordance with these procedures shall be disregarded by the Chairmanof the meeting, and upon his instructions, the inspectors of election shalldisregard all votes cast for each such nominee.

 

A copy of the preceding paragraph shall be set forthin the notice to shareholders of any meeting at which directors are to beelected.

 

Section 4.       ELECTION AND TERM OF OFFICE OFDIRECTORS.  Directors shall beelected at each annual meeting of the shareholders to hold office until thenext annual meeting. Each director, including a director elected to fill avacancy, shall hold office until a successor has been elected and qualified.

 

Section 5.       REMOVAL OF DIRECTORS.  The entire board of directors or anyindividual director may be removed from office without cause by the affirmativevote of a majority of the outstanding shares entitled to vote on such removal;provided, however, that unless the entire board is removed, no individualdirector may be removed when the votes cast against such director’s removal, ornot consenting in writing to such removal, would be sufficient to elect thatdirector if voted cumulatively at an election at which the same total number ofvotes were cast (or, if such action is taken by written consent, all sharesentitled to vote were voted) and the entire number of directors authorized atthe time of such director’s most recent election were then being elected.

 

Section 6.       VACANCIES.  Vacancies in the board of directors may befilled by a majority of the remaining directors,  though less than a quorum, or by a soleremaining director, except that a vacancy created by the removal of a directorby the vote or written consent of the shareholders or by court order may befilled only by the vote of a majority of the shares entitled 

 

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to vote represented at a duly held meeting at which a quorum ispresent, or by the unanimous written consent of holders of all outstandingshares entitled to vote.  Each directorso elected shall hold office until a successor has been elected and qualified.

 

The shareholders may elect a director or directors atany time to fill any vacancy or vacancies not filled by the directors, but anysuch election by written consent shall require the consent of a majority of theoutstanding shares entitled to vote.  Adirector may not be elected by written consent to fill a vacancy created byremoval except by unanimous consent of all shares entitled to vote for theelection of directors.

 

Any director may resign by giving written notice ofresignation to the Chairman of the Board, the President, the Secretary, or theboard of directors.  The resignationshall be effective immediately unless the notice specifies otherwise.  If the resignation is effective at a futuretime, the board of directors may elect a successor to take office when theresignation becomes effective.

 

No reduction of the authorized number of directorsshall have the effect of removing any director before that director’s term ofoffice expires.

 

Section 7.       PLACE OF MEETINGS AND MEETINGS BYTELEPHONE.  All regular and specialmeetings of the board of directors shall be held at the principal executive officeof the corporation unless a different place is specified by board resolutionsor the notice of meeting.   Any meeting,regular or special, may be held by conference telephone or similarcommunication equipment, so long as all directors participating in the meetingcan hear one another.  All participatingdirectors shall be deemed to be present in person at the meeting.

 

Section 8.       ANNUAL MEETING.  Immediately following each annual meeting ofshareholders, the board of directors shall hold a regular meeting for thepurpose of organization, any desired election of officers, and the transactionof other business. Notice of this meeting shall not be required.

 

Section 9.       OTHER REGULAR MEETINGS.  Other regular meetings of the board ofdirectors shall be held without call at such time as shall from time to time befixed by the board of directors. Such regular meetings may be held withoutnotice.

 

Section 10.     SPECIAL MEETINGS.  Special meetings of the board of directorsfor any purpose or purposes may be called at any time by the Chairman of theBoard, the President, any Vice President, the Secretary or any two (2) directors.

 

Notice of the time and place of special meetings shallbe delivered personally or by telephone to each director or sent by first-classmail or telegram, charges prepaid, addressed to each director at that director’saddress as it is shown on the records of the corporation. If the notice ismailed, it shall be deposited in the United States mail at least four (4) daysbefore the time of the meeting.  If thenotice is delivered personally, or by telephone or telegram, it shall bedelivered personally or by telephone or to the telegraph company at leastforty-eight (48) hours before the time of the meeting. Any oral notice givenpersonally or by telephone may be communicated either to the director or to aperson at the office of the director who the person giving the notice hasreason to believe will promptly communicate it to the director. The notice 

 

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need not specify the purpose of the meeting nor the place if themeeting is to be held at the principal executive office of the corporation.

 

Section 11.     QUORUM.   A majority of the authorized number ofdirectors shall constitute a quorum for the transaction of business except toadjourn as provided in Section 13 of this Article III. Every act ordecision done or made by a majority of the directors present at a meeting dulyheld at which a quorum is present shall be regarded as the act of the board ofdirectors, subject to the provisions of Section 310 of the Code (as toapproval of contracts or transactions in which a director has a direct orindirect material financial interest), Section 311 of the Code (as toappointment of committees), and Section 317(e) of the Code (as toindemnification of directors). A meeting at which a quorum is initially presentmay continue to transact business notwithstanding the withdrawal of directors,if any action taken is approved by at least a majority of the required quorumfor that meeting.

 

Section 12.     WAIVER OF NOTICE.  The transactions of any meeting of the boardof directors, however called and noticed or wherever held, shall be as valid asthough had at a meeting duly held after regular call and notice if a quorum ispresent and if, either before or after the meeting, each of the directors notpresent signs a written waiver of notice, a consent to holding the meeting oran approval of the minutes. The waiver of notice or consent need not specifythe purpose of the meeting.  All suchwaivers, consents, and approvals of the minutes shall be filed with thecorporate 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 atits commencement, the lack of notice to that director.

 

Section 13.     ADJOURNMENT.  A majority of the directors present, whetheror not constituting a quorum, may adjourn any meeting to another time andplace.

 

Section 14.     NOTICE OF ADJOURNMENT.  Notice of the time and place of holding anadjourned meeting need not be given, unless the meeting is adjourned for morethan twenty-four (24) hours, in which case notice of the time and place shallbe given before the time of the adjourned meeting to the directors who were notpresent at the time of the adjournment.

 

Section 15.     ACTION WITHOUT MEETING. Any actionrequired or permitted to be taken by the board of directors may be takenwithout a meeting, if all members of the board shall individually orcollectively consent in writing to that action. Such action by written consentshall have the same force and effect as a unanimous vote of the board ofdirectors. Such written consent or consents shall be filed with the minutes ofthe proceedings of the board.

 

Section 16.     FEES AND COMPENSATION OF DIRECTORS.  Directors and members of committees ofdirectors may receive such compensation, for their services, and suchreimbursement of expenses, as may be fixed or determined by resolution of theboard of directors. This Section 16 should not be construed to precludeany director from serving in any other capacity as an officer, agent, employee,or otherwise, and receiving compensation for those services.

 

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ARTICLE IV

 

COMMITTEES

 

Section 1.         COMMITTEES OF DIRECTORS.  The board of directors may, by resolutionadopted by a majority of the authorized number of directors, designate one ormore committees, each consisting of two or more directors, to serve at thepleasure of the board. The board may designate one or more directors asalternate members of any committee, who may replace any absent member at anymeeting of the committee. The appointment of committee members or alternativemembers requires the vote of a majority of the authorized number ofdirectors.  Any committee, to the extentprovided in the resolution of the board, shall have all the authority of theboard, except with respect to:

 

(i)       the approval of any action which, underthe Code, also requires shareholders’ approval or approval of the outstandingshares;

 

(ii)      the filling of vacancies on the board ofdirectors or in any committee;

 

(iii)     the fixing of compensation of the directorsfor serving on the board or on any committee;

 

(iv)     the amendment or repeal of Bylaws or theadoption of new Bylaws;

 

(v)      the amendment or repeal of any resolutionof the board of directors which by its express terms is not so amendable orrepealable;

 

(vi)     a distribution to the shareholders of thecorporation, except at a rate or in a periodic amount or within a price rangedetermined by the board of directors; or

 

(vii)    the appointment of any other committees ofthe board of directors or the members of these committees.

 

(b)  In addition, the following standing committeesof the corporation shall be appointed by the board of directors:

 

(i)       An Audit Committee, appointed annually bythe board of directors.  Each member ofthis committee shall serve until his or her successor is appointed and thecommittee shall consist of at least three (3) members of the board ofdirectors, none of whom shall be active officers of the corporation.  The duties of this committee shall be to makesuitable examinations every twelve (12) months of the affairs of the corporation.  The results of each such examination shall bereported in writing to the board of directors at the next regular meeting afterthe date of the audit, stating whether the corporation is in a sound andsolvent condition, whether adequate internal audit controls and procedures arebeing maintained, and recommending to the board of directors such changes inthe manner of doing business, etc., as shall be deemed advisable.  The Audit Committee, upon its ownrecommendation and with the approval of the board of directors, may employ aqualified firm of certified public accountants to make an examination and auditof the corporation.  If such procedure isfollowed, the one annual examination and audit of such firm of accountants and thepresentation of its report to the board of 

 

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directors will be deemed sufficient to comply with therequirements of this Section of these Bylaws.  The Audit Committee may request that theboard of directors accept either a Board of Governors of the Federal Reserve orState Banking Department examination report in lieu of an audit by theCommittee.

 

(ii)      An Investment Committee, consisting of thePresident, the Chief Financial Officer, each as a non-voting member, and atleast three (3) directors, appointed annually by the board ofdirectors.  This committee shall have thepower to discount and purchase bills, notes and other evidence of debt, to buyand sell bills of exchange, to buy and sell such investments as a proper,prudent and lawful for the corporation’s investment portfolio.

 

The board of directors may appoint, from time to time,other committees, for such purposes and with such powers as the board maydetermine.  Meetings and actions ofcommittees shall be governed by, and held and taken in accordance with, theprovisions of these Bylaws, with such changes in the context of these Bylaws asare necessary to substitute the committee and its members for the board ofdirectors and its members, except that the time of the regular meeting ofcommittees may be determined either by resolution of the board of directors orby resolution of the committee, special meetings of committees may also becalled by resolution of the board of directors, and notice of special meetingsof committees shall also be given to all alternate members, who shall have theright to attend all meetings of committees. Any action to be taken by a committee with members who are not alsodirectors must be approved by directors constituting a majority of thecommittee or be submitted to the board of directors for approval.  The board of directors may adopt rules forgovernment of any committee not inconsistent with the provisions of theseBylaws.

 

Section 2,       MEETINGS AND ACTION OF COMMITTEES.   Meetings and action of committees shall begoverned by, and held and taken in accordance with, the provisions of Article IIIof these bylaws, Sections 7 (place of meetings), 8 and 9 (regular meetings), 10(special meetings and notice), 11 (quorum), 12 (waiver of notice), 13(adjournment), 14 (notice of adjournment), and 15 (action without meeting),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 committees may be determined eitherby resolution of the board of directors or by resolution of the committee;special meetings of committees may also be called by resolution of the board ofdirectors.  Notice of special meetings ofcommittees shall also be given to all alternate members, who shall have theright to attend all meetings of the committee. The board of directors may adoptrules for the government of any committee not inconsistent with theprovisions of these Bylaws.

 

ARTICLE V

 

OFFICERS

 

Section 1.       OFFICERS. The officers of thecorporation shall be a President, a Secretary, and a Chief FinancialOfficer.  The corporation may also have,at the discretion of the board of directors, a Chairman of the Board, one ormore Vice Chairmen, one or more Vice Presidents, one or more AssistantSecretaries, one or more Assistant Treasurers, and such other 

 

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officers as may be appointed by the directors.  Any number of offices may be held by the sameperson.

 

Section 2.       APPOINTMENT OF OFFICERS.  The officers of the corporation, except suchofficers as may be appointed in accordance with the provisions of Article V,Section 3 or Section 5, shall be chosen by the board of directors,and each shall serve at the pleasure of the board, subject to the rights, ifany, of an officer under any contract of employment.

 

Section 3.       SUBORDINATE OFFICERS.  The board of directors may appoint, or mayempower the Chairman of the Board or the President to appoint, such otherofficers as the business of the corporation may require, each of whom shallhold office for such period, have such authority, and perform such duties asare provided in the Bylaws or as the board of directors may from time to timedetermine.

 

Section 4.       REMOVAL AND RESIGNATION OF OFFICERS.  Subject to the rights, if any, of an officerunder any contract of employment, any officer may be removed, either with orwithout cause, by the board of directors, at any regular or special meeting ofthe board, or, except in case of an officer chosen by the board of directors,by any officer upon whom such power or removal may be conferred by the board ofdirectors.

 

Any officer may resign at any time by giving writtennotice to the corporation.  Anyresignation shall take effect at the date of the receipt of that notice or atany later time specified in that notice. Unless otherwise specified in that notice, acceptance of the resignationshall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of thecorporation under any contract to which the officer is a party.

 

Section 5.       VACANCIES IN OFFICES.  A vacancy in any office because of death,resignation, removal, disqualification or any other cause shall be filled inthe manner prescribed in these bylaws for regular appointments to that office.

 

Section 6.       CHAIRMAN OF THE BOARD.  The Chairman of the Board, if such an officerbe elected, shall, if present, preside at meetings of the board of directorsand exercise and perform such other powers and duties as may be assigned to himfrom time to time by the board of directors or prescribed by the Bylaws.  The Chairman of the Board shall be excludedfrom participation in major policy making functions of the corporation other thanin the capacity of a director.

 

Section 7.       VICE CHAIRMAN.  The board of directors may appoint one ormore of its members to be a Vice Chairman of the Board.  The Vice Chairman, in the absence of theChairman, shall preside at all meetings of the shareholders and at all meetingsof the board of directors and exercise and perform such other powers and dutiesas may be, from time to time, assigned to him by the board of directors orprescribed by these Bylaws.  Any ViceChairman shall be excluded from participation in major policy making functionsof the corporation, other than in the capacity of a director.

 

Section 8.       PRESIDENT.  Subject to such supervisory powers, if any,as may be given by the board of directors to the Chairman of the Board, ifthere be such an officer, the President shall be the chief executive officer ofthe corporation and shall, subject to the control

 

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of the board of directors, have general supervision, direction, andcontrol of the business and the officers of the corporation.  He shall preside at all meetings of theshareholders and, in the absence of the Chairman and Vice Chairman of theBoard, or if there be none, at all meetings of the board of directors.  He shall have the general powers and dutiesof management usually vested in the office of the President of a corporation,and shall have such other powers and duties as may be prescribed by the boardof directors or these Bylaws.

 

Section 9.       VICE PRESIDENTS.  In the absence or disability of thePresident, the Vice Presidents, if any, in order of their rank as fixed by theboard of directors or, if not ranked, a Vice President designated by the boardof directors, shall perform all the duties of the President, and when so actingshall have all the powers of, and be subject to all the restrictions upon, thePresident. The Vice Presidents shall have such other powers and perform suchother duties as from time to time may be prescribed for them respectively bythe board of directors or the bylaws, and the President, or the Chairman of theBoard.

 

Section 10.     SECRETARY.  The Secretary shall keep or cause to be keptat the principal executive office a book of minutes of all meetings and actionsof 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 at directors’ meetings orcommittee meetings, the number of shares present or represented at shareholders’meetings, and the proceedings.

 

The Secretary shall keepor cause to be kept at the principal executive office or at the office ofcorporation’s transfer agent or registrar, as determined by a resolution of theboard of directors, a share register, or a duplicate share register, showingthe names of all shareholders and their addresses, the number and classes ofshares held by each, the number and date of certificates issued for the same,and the number and date of cancellation of every certificate surrendered forcancellation.

 

The Secretary shall give, or cause to be given, noticeof all meetings of the shareholders and of the board of directors required bythe Bylaws or by law to be given, and shall keep the seal of the corporation insafe custody, and shall have such other powers and perform such other duties asmay be prescribed by the board of directors or by these Bylaws.

 

Section 11.     CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall keep andmaintain, or cause to be kept and maintained, adequate and correct books andrecords of accounts of the properties and business transactions of thecorporation, including accounts of its assets, liabilities, receipts,disbursements, gains, losses, capital retained earnings, and shares. The booksof account shall at all reasonable times be open to inspection by any director.

 

The Chief Financial Officer shall deposit all moniesand other valuables in the name and to the credit of the corporation with suchdepositories as may be designated by the board of directors. He shall disbursethe funds of the corporation as may be ordered by the board of directors, shallrender to the President and directors, whenever they request it, an account ofall of his transactions as Chief Financial Officer and of the financialcondition of the corporation, and shall have other powers and perform suchother duties as may be prescribed by the board of directors or the Bylaws.

 

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ARTICLE VI

INDEMNIFICATION OFDIRECTORS, OFFICERS

EMPLOYEES, ANDOTHER AGENTS

 

Section 1.       INDEMNIFICATION.  The corporation shall, to the maximum extentpermitted by the California General Corporation Law, have power to indemnifyeach of its agents against expenses, judgments, fines, settlements and otheramounts actually and reasonably incurred in connection with any proceedingarising by reason of the fact any such person is or was an agent of the corporation,and shall have power to advance to each such agent expenses incurred in defendingany such proceeding to the maximum extent permitted by that law. For thepurposes of this Article, an “agent” of the corporation includes any person whois or was a director, officer, employee or other agent of the corporation, oris or was serving at the request of the corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust, orother enterprise, or was a director, officer, employee, or agent of acorporation which was a predecessor corporation of the corporation or ofanother enterprise at the request of such predecessor corporation.

 

ARTICLE VII

RECORDS ANDREPORTS

 

Section 1.       MAINTENANCE AND INSPECTION OF SHAREREGISTER.  The corporation shall keepat its principal executive office, or at the office of its transfer agent orregistrar (if either be appointed), as determined by resolution of the board ofdirectors, a record of its shareholders, giving the names and addresses of allshareholders and the number and class of shares held by each shareholder.

 

A shareholder orshareholders of the corporation holding at least five percent (5%) in theaggregate of the outstanding voting shares of the corporation or who hold atleast one percent (1%) of such voting shares and have filed a Schedule 14A or Form F-6with the appropriate federal regulatory agency relating to the election ofdirectors shall have an absolute right to do either of the following: (i) inspectand copy the record of shareholders’ names, addresses and shareholdings duringusual business hours on five (5) days’ prior written demand on thecorporation, or (ii) obtain from the transfer agent for the corporation,upon written demand and upon the tender of such transfer agent’s usual chargesfor such list (the amount of which charges shall be stated to the shareholderby the transfer agent upon request), a list of the shareholders’ names andaddresses who are entitled to vote for the election of directors, and their shareholdings,as of the most recent record date for which it has been compiled or as of adate specified by the shareholder subsequent to the date of demand. The listshall be made available on or before the later of five (5) business daysafter the demand is received or the date specified therein as the date as ofwhich the list is to be compiled.

 

The record ofshareholders shall also be open to inspection and copying by any shareholder orholder of a voting trust certificate at any time during usual business hoursupon 

 

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written demand onthe corporation, for a purpose reasonably related to the holder’s interests asa shareholder or as the holder of a voting trust certificate.

 

Any inspection andcopying under this Article VII, Section 1 may be made in person or byan agent or attorney of the shareholder or holder of a voting trust certificatemaking the demand.

 

Section 2.       MAINTENANCE AND INSPECTION OF BYLAWS.  The corporation shall keep at its principalexecutive office, or if its principal executive office is not in the State ofCalifornia, at its principal business office in California, the original or acopy of these Bylaws as amended to date, which shall be open to inspection bythe shareholders at all reasonable times during office hours. If the principalexecutive office of the corporation is outside the State of California and thecorporation has no principal business office in such state, then it shall, uponthe written request of any shareholder, furnish to such shareholder a copy ofthese Bylaws as amended to date.

 

Section 3.       MAINTENANCE AND INSPECTION OF OTHERCORPORATE RECORDS.  The accountingbooks and records and the minutes of proceedings of the shareholders and theboard of directors, and committees of the board of directors shall be kept atsuch place or places as are designated by the board of directors or, in absenceof such designation, at the principal executive office of the corporation.  The minutes shall be kept in written form,and the accounting books and records shall be kept either in written form or inany other form capable of being converted into written form.

 

The minutes and accounting books and records shall beopen to inspection upon the written demand on the corporation of anyshareholder or holder of a voting trust certificate at any reasonable timeduring usual business hours, for a purpose reasonably related to such holder’sinterests as a shareholder or as the holder of a voting trust certificate.  Such inspection by a shareholder or holder ofa voting trust certificate may be made in person or by an agent or attorney andthe right of inspection  includes theright to copy and make extracts. Such rights of inspection shall extend to therecords of each subsidiary corporation of the corporation.

 

Section 4.       INSPECTION BY DIRECTORS.  Every director shall have the absolute rightat any reasonable time to inspect all books, records, and documents of everykind and the physical properties of the corporation and each of its subsidiarycorporations. This inspection by a director may be made in person or by anagent or attorney and the right of inspection includes the right to copy andmake extracts of documents.

 

Section 5.       ANNUAL REPORT TO SHAREHOLDERS.   The board of directors shall cause an annualreport to be sent to the shareholders not later than one hundred twenty (120)days after the close of the fiscal year adopted by the corporation and at leastfifteen (15) (or, if sent by third class mail, thirty-five (35)) days beforethe annual meeting of shareholders to be held during the next fiscal year inthe manner specified in Section 5 of Article II of these bylaws forgiving notice to shareholders of the corporation.

 

The annual report shall contain a balance sheet as ofthe end of the fiscal year and an income statement and statement of changes infinancial position for the fiscal year, accompanied by any report thereon ofindependent accountants or, if there is no such report, the certificate of 

 

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an authorized officer of the corporation that the statements wereprepared without audit from the books and records of the corporation.

 

The foregoing requirement of an annual report shall bewaived so long as the shares of the corporation are held by fewer than onehundred (100) holders of record.

 

Section 6.       FINANCIAL STATEMENTS.  If no annual report for the last fiscal yearhas been sent to shareholders, on written request of any shareholder made morethan one hundred twenty (120) days after the close of the fiscal year thecorporation shall deliver or mail to the shareholder, within thirty (30) daysafter receipt of the request, a balance sheet as of the end of that fiscal yearand an income statement and statement of changes in financial position for thatfiscal year.

 

A copy of any annual financial statement and anyincome statement of the corporation for each quarterly period of each fiscalyear, and any accompanying balance sheet of the corporation as of the end ofeach such period, prepared by the corporation shall be kept on file in theprincipal executive office of the corporation for twelve (12) months and eachsuch statement shall be exhibited at all reasonable times to any shareholderdemanding an examination of any such statement or a copy shall be mailed to anysuch shareholder.

 

If a shareholder or shareholders holding at least fivepercent (5%) of the outstanding shares of any class of stock of the corporationmakes a written request to the corporation for an income statement of thecorporation for the three-month, six-month, or nine-month period of the thencurrent fiscal year ended more than thirty (30) days before the date of therequest, and a balance sheet of the corporation as of the end of that period,the chief financial officer shall cause that statement to be prepared, if notalready prepared, and shall deliver personally or mail that statement orstatements to the person making the request within thirty (30) days after thereceipt of the request. If the corporation has not sent to the shareholders itsannual report for the last fiscal year, this report shall likewise be deliveredor mailed to the shareholder or shareholders within thirty (30) days after therequest.

 

The corporation shall also, on the written request ofany shareholder, mail to the shareholder a copy of the last annual,semi-annual, or quarterly income statement which it has prepared, and a balancesheet as of the end of that period.

 

The quarterly income statements and balance sheetsreferred to in this section shall be accompanied by the report, if any, of anyindependent accountants engaged by the corporation or the certificate of anauthorized officer of the corporation that the financial statements wereprepared without audit from the books and records of the corporation.

 

Section 7.       REPRESENTATION OF SHARES OF OTHERCORPORATIONS.  The Chairman of theBoard, the President, any Vice President, the Chief Financial Officer, theSecretary or Assistant Secretary of this corporation, or any other personauthorized by the board of directors or the President or a Vice President, isauthorized to vote, represent, and exercise on behalf of this corporation allrights incident to any and all shares of any other corporation or corporationsstanding in the name of this corporation. The authority herein granted may be exercised either by such persondirectly or by any other person authorized to do so by proxy or power ofattorney duly executed by such person having the authority.

 

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Section 8.       ANNUAL STATEMENT OF GENERALINFORMATION.  In each year, duringthe period ending in the month in which the original articles of incorporationwere filed and commencing in the fifth preceding month, the corporation shallfile with the Secretary of State of the State of California, on the prescribedform, a statement setting forth the authorized number of directors, the namesand complete business or residence address of all incumbent directors, the nameand complete business or residence addresses of the chief executive officer,secretary, and chief financial officer, the street address of its principalexecutive office  or principal businessoffice in this state, and the general type of business constituting theprincipal business of the corporation, together with a designation of the agentof the corporation for the purpose of service of process, all in compliancewith Section 1502 of the Code.

 

ARTICLE VIII

 

GENERAL CORPORATEMATTERS

 

Section 1.       RECORD DATE FOR PURPOSES OTHER THANNOTICE AND VOTING.  For purposes ofdetermining the shareholders entitled to receive payment of any dividend orother distribution or allotment of any rights or entitled to exercise anyrights in respect of any other lawful action (other than action by shareholdersby written consent without a meeting), the board of directors may fix, inadvance, a record date, which shall not be more than sixty (60) days before anysuch action.  Only shareholders of recordon the date so fixed are entitled to receive the dividend, distribution, orallotment of rights or to exercise the rights, as the case may be,notwithstanding any transfer of any shares on the books of the corporationafter the record date, except as otherwise provided in the Articles of Incorporationor the Code.

 

If the board of directorsdoes not fix a record date, the record date for determining shareholders forany such purpose shall be at the close of business on the later of (i) theday on which the board adopts the applicable resolution or (ii) thesixtieth (60th) day before the date of the dividend payment, distribution,allotment of rights, or other action.

 

Section 2.       CHECKS, DRAFTS, EVIDENCES OFINDEBTEDNESS.  All checks, drafts, orother orders for payment of money, notes, or other evidences of indebtedness,issued in the name of or payable to the corporation, shall be signed orendorsed by such person or persons and in such manner as, from time to time,shall be determined by resolution of the board of directors.

 

Section 3.       CORPORATE CONTRACTS AND INSTRUMENTS:HOW EXECUTED.  The board ofdirectors, except as otherwise provided in these Bylaws, may authorize anyofficer or officers, agent or agents, to enter into any contract or execute anyinstrument in the name of and on behalf of the corporation, and this authoritymay be general or confined to specific instances.  Unless so authorized or ratified by the boardof directors or within the agency power of an officer, no officer, agent, oremployee shall have any power or authority to bind the corporation by anycontract or engagement or to pledge its credit or to render it liable for anypurpose or for any amount.

 

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Section 4.       CERTIFICATES FOR SHARES.  A certificate or certificates for shares ofthe capital stock of the corporation shall be issued to each shareholder whenany of these shares are fully paid.  Theboard of directors may authorize the issuance of certificates or shares aspartly paid provided that these certificates shall state the amount of theconsideration to be paid for them and the amount paid.  All certificates shall be signed in the nameof the corporation by the Chairman of the Board or Vice Chairman of the Boardor the President or Vice President and by the Chief Financial Officer or anassistant treasurer or the Secretary or any assistant secretary, certifying thenumber of shares and the class or series of shares owned by the shareholder.Any or all of the signatures on the certificate may be by facsimile.

 

In case any officer, transfer agent, or registrar whohas signed or whose facsimile signature has been placed on a certificate hasceased to be such officer, transfer agent or registrar before such certificateis issued, it may be issued by the corporation with the same effect as if thatperson were an officer, transfer agent or registrar at the date of issue.

 

Section 5.       LOST CERTIFICATES.  Except as provided in this Section 5, nonew certificates for shares shall be issued to replace an old certificateunless the latter is surrendered to the corporation and canceled at the sametime. The board of directors may, in case any share certificate or certificatefor any other security is lost, stolen, or destroyed (as evidenced by a writtenaffidavit or affirmation of such fact), authorize the issuance of a replacementcertificate on such terms and conditions as the board may require; the boardmay require indemnification of the corporation secured by a bond or otheradequate security sufficient to protect the corporation against any claim thatmay be made against it, including any expense or liability, on account of thealleged loss, theft, or destruction of the certificate or the issuance of thereplacement certificate.

 

Section 6.       CONSTRUCTION AND DEFINITIONS.Unless the context requires otherwise, the general provisions, rules ofconstruction, and definitions in the Code shall govern the construction ofthese Bylaws. Without limiting the generality of this provision, the singularnumber includes the plural, the plural number includes the singular, and theterm “person” includes both a corporation and a natural person.

 

ARTICLE IX

 

AMENDMENTS

 

Section 1.       AMENDMENT BY SHAREHOLDERS.  New Bylaws may be adopted or these Bylaws maybe amended or repealed by the vote or written consent of holders of a majorityof the outstanding shares entitled to vote; provided, however, that if theArticles of Incorporation of the corporation set forth the number of authorizeddirectors of the corporation, the authorized number of directors may be changedonly by an amendment of the Articles of Incorporation.

 

Section 2.       AMENDMENT BY DIRECTORS.  Subject to the rights  of the shareholders as provided in Section 1of this Article IX, Bylaws, other than a Bylaw or an amendment of a Bylawchanging the authorized number of directors, may be adopted, amended, orrepealed by the board of directors.

 

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Section 3.       RECORD OF AMENDMENTS.  Whenever an amendment or new Bylaw isadopted, it shall be copied in the book of minutes with the originalBylaws.  If any Bylaw is repealed, thefact of repeal, with the date of the meeting at which the repeal was enacted orwritten consent was filed, shall be stated in said book.

 

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ARTICLE X

 

INTERPRETATION

 

Reference in these Bylaws to any provision of theCalifornia Corporations Code shall be deemed to include all amendments thereof.

 

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