**Exhibit 3.2**

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**BYLAWS OF**

**SANTALUCIA BANCORP**

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**BYLAWS**

**OF SANTALUCIA 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 | 7 |
|                                  | 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 | 9 |
|                                  | 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               | 10          |
|                                  |        |
|                                  | SECTION 1.  | COMMITTEES OF DIRECTORS | 10 |
|                                  | 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                                | 12     |
|----------------------------------------------------------------------------------|-------------|--------------------------------------------------------|--------|
|                                                                             | SECTION 3.  | SUBORDINATE OFFICERS                                   | 12     |
|                                                                             | 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                                        | 13     |
|                                                                             | SECTION 10. | SECRETARY                                              | 14     |
|                                                                             | SECTION 11. | CHIEF FINANCIAL OFFICER                                | 14     |
|                                                                             |        |                                                   |   |
| ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS,  EMPLOYEES AND OTHER AGENTS | 14          |
|                                                                             |        |                                                   |   |
|                                                                             | SECTION 1.  | INDEMNIFICATION                                        | 14     |
|                                                                             |        |                                                   |   |
| ARTICLE VII - RECORDS AND REPORTS                                                | 15          |
|                                                                             |        |
|                                                                             | SECTION 1.  | MAINTENANCE AND INSPECTION OF SHARE REGISTER           | 15     |
|                                                                             | SECTION 2.  | MAINTENANCE AND INSPECTION OF BYLAWS                   | 15     |
|                                                                             | 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                                   | 16     |
|                                                                             | SECTION 7.  | REPRESENTATION OF SHARES OF OTHER CORPORATIONS         | 17     |
|                                                                             | SECTION 8.  | ANNUAL STATEMENT OF GENERAL INFORMATION                | 17     |
|                                                                             |        |                                                   |   |
| 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                                | 18     |
|                                                                             | 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                                   | 19     |
|                                                                             |        |
| ARTICLE X - INTERPRETATION                                                       | 20          |

 

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# **BYLAWS OF**

**SANTALUCIA BANCORP**

ARTICLE I

 

OFFICES

Section1.               PRINCIPAL OFFICES.  The principal executive office of thecorporation shall be at Atascadero, California. The board of directors shall fix the location of other offices of thecorporation at any place within or outside the State of California.

Section2.               OTHER OFFICES.  The board of directors may at any timeestablish subordinate offices at any place or places where the corporation isqualified to do business.

ARTICLE II

 

MEETINGS OFSHAREHOLDERS

Section1.               PLACE OF MEETINGS.  Meetings of shareholders shall be held at anyplace within or outside the State of California designated by the board ofdirectors. In the absence of any such designation, shareholders’ meetings shallbe held at the principal executive office of the corporation or at any placeconsented to in writing by all persons entitled to vote at such meeting, givenbefore or after the meeting and filed with the Secretary of the corporation.

Section2.               ANNUAL MEETING.  An annual meeting of the shareholders shallbe held on the second Wednesday after the first Monday of March each year at5:30 p.m.  At that  meeting, directors shall be elected.  The previous year’s operations shall bereviewed and any other proper business may be transacted at the annual meetingof shareholders.

Section3.               SPECIAL MEETING.  A special meeting of the shareholders may becalled at any time by the board of directors, the Chairman of the Board, thePresident, or the holders of shares entitled to case not less than ten percent(10%) of the votes at that meeting.

If aspecial meeting is called by any person or persons other than the board ofdirectors or the President or the Chairman of the Board, then the request shallbe in writing, specifying the time of the meeting and the general nature of thebusiness proposed to be transacted, and shall be delivered personally or sentby registered mail or by telegraphic or other facsimile transmission to theChairman of the Board, the President, any Vice President or the Secretary ofthe corporation. The officer receiving the request shall cause notice promptlyto be given to the shareholders entitled to vote, in accordance with theprovisions of Sections 4 and 5 of this Article II, that a meeting will be heldat the time requested by the person or persons calling the meeting, so long asthat time is not less than thirty-five (35) nor more than sixty (60) days afterthe receipt of the request.

Ifthe notice is not given within twenty (20) days after receipt of the request, theperson or persons requesting the meeting may give the notice.  Nothing contained in this paragraph of this 

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Section 3 shall beconstrued as limiting, fixing or affecting the time when a meeting ofshareholders called by action of the board of directors may be held.

Section4.               NOTICE OF SHAREHOLDERS’MEETINGS.  All notices of meetings ofshareholders shall be sent or otherwise given in accordance with Article II,Section 5 of these Bylaws no less ten (10) (or, if sent by third-class mailpursuant to Section 2.5 of these Bylaws, not less than thirty (30)) nor morethan sixty (60) days before the date of the meeting to each shareholderentitled to vote thereat. Such notice shall state the place, date and hour ofthe meeting and (i) in the case of a special meeting, the general nature of thebusiness to be transacted, and no business other than that specified in thenotice may be transacted, or (ii) in the case of the annual meeting, thosematters which the board of directors, at the time of the mailing of the notice,intends to present for action by shareholders, but, subject to the provisionsof the next paragraph of this Section 4, any proper matter may be presented atthe meeting for such action.  The noticeof any meeting at which directors are to be elected shall include the names ofthe nominees intended at the time of the notice to be presented by the boardfor election.

Ifthe action is proposed to be taken at any meeting for approval of (i) acontract or transaction in which a director has a direct or indirect financialinterest, pursuant to Section 310 of the California Corporations Code (the “Code”),(ii) an amendment of the Articles of Incorporation, pursuant to Section 902 ofthe Code, (iii) a reorganization of the corporation, pursuant to Section 1201of the Code, (iv) a voluntary dissolution of the corporation, pursuant toSection 1900 of the Code, or (v) a distribution in dissolution other than inaccordance with the rights of outstanding preferred shares, pursuant to Section2007 of  the Code, then the notice shallalso state the general nature of that proposal.

Section5.               MANNER OF GIVINGNOTICE: AFFIDAVIT OF NOTICE.  Noticeof any shareholders’ meeting shall be given either personally or by first-classmail, or, if the corporation has outstanding shares held of record by fivehundred (500) or more persons (determined as provided in Section 605 of theCode) on the record date for the shareholders’ meeting, notice may be sent bythird-class mail, or other means of written communication, addressed to theshareholder 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 a shareholder atthe address of such shareholder appearing on the books of the corporation is returnedto the corporation by the United States Postal Service marked to indicate thatthe United States Postal Service is unable to deliver the notice to theshareholder at that address, all future notices or reports shall be deemed tohave been duly given without further mailing if the same shall be available tothe shareholder on written demand of the shareholder at the principal executiveoffice of the corporation for a period of one (1) year from the date of thegiving 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.

Allnotices of meetings of shareholders shall be given not less than ten (10) normore than sixty (60) days before the date of the meeting.  The notice shall specify the place, date andhour of the meeting and (i) in the case of a special meeting, the generalnature of the business to be transacted, or (ii) in the case of the annualmeeting, those matters which the board of directors, at the time of giving thenotice, intends to present for action by the shareholders.  The notice of any meeting at which directorsare to be elected shall include the name of any nominee or nominees existingmanagement intends to present for election.

Ifaction is proposed to be taken at any meeting for approval of (i) a contract ortransaction in which a director has a direct or indirect financial interest, pursuantto Section 310 of the California Corporations Code (the “Code”), (ii) anamendment of the Articles of Incorporation, pursuant to Section 902 of thatCode, (iii) a reorganization of the corporation, pursuant to Section 1201 ofthat Code, (iv) a voluntary dissolution of the corporation, pursuant to Section1900 of that Code, or (v) a distribution in dissolution other than inaccordance with the rights of outstanding preferred shares, pursuant to Section2007 of that Code, then the notice shall also state the general nature of thatproposal.

Section6.               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.

Inthe absence of a quorum, any meeting of shareholders may be adjourned from timeto time by the vote of a majority of the shares represented either in person orby proxy, but no other business may be transacted, except as provided in thelast sentence of the proceeding paragraph.

Section7.               ADJOURNED MEETING;NOTICE.  Any shareholders’ meeting,annual or special, whether or not a quorum is present, may be adjourned fromtime to time by the vote of the majority of the shares represented at thatmeeting, either in person or by proxy, but in the absence of a quorum, no otherbusiness may be transacted at that meeting, except as provided in Section 6 ofthis Article II.

Whenany meeting of shareholders, either annual or special, is adjourned to anothertime or place, notice need not be given of the adjourned meeting if the timeand place are announced at a meeting at which the adjournment is taken, unlessa new record date for the adjourned meeting is fixed, or unless the adjournmentis for more than forty-five (45) days from the date set for the originalmeeting, in which case the board of directors shall set a new record date.  Notice of any such adjourned meeting shall begiven to each shareholder of record entitled to vote at the adjourned meetingin accordance with the provisions of Sections 4 and 5 of this Article II. Atany adjourned meeting the corporation may transact any business which mighthave been transacted at the original meeting.

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Section8.               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 of Sections 702 to704, inclusive, of the Code (relating to voting shares held by a fiduciary, inthe name of a corporation, or in joint ownership).

Theshareholders’ vote may be by voice or by ballot; provided, however, that anyelection for directors must be by ballot if demanded by any shareholder beforethe voting has begun.

Exceptas provided in the last paragraph of this Section 8, or as may be otherwiseprovided in the Articles of Incorporation, each outstanding share, regardlessof class, shall be entitled to one vote on each matter submitted to a vote ofthe shareholders.  On any matter otherthan elections of directors, any shareholder may vote part of the shares infavor of the proposal and refrain from voting the remaining shares or vote themagainst the proposal, but, if the shareholder fails to specify the number ofshares which the shareholder is voting affirmatively, it will be conclusivelypresumed that the shareholder’s approving vote is with respect to all sharesthat the shareholder is entitled to vote.

If aquorum is present, the affirmative vote of the majority of the sharesrepresented at the meeting and entitled to vote on any matter (other than theelection of directors) shall be the act of the shareholders, unless the vote ofa greater number or voting by classes is required by the Code.

At ashareholders’ meeting at which directors are to be elected, no shareholdershall be entitled to cumulate votes unless the candidates’ names have beenplaced in nomination prior to commencement of the voting and a shareholder hasgiven notice prior to commencement of the voting of the shareholder’s intentionto cumulate votes. If any shareholder has given such a notice, then everyshareholder entitled to vote may cumulate votes for candidates in nominationand give one candidate a number of votes equal to the number of directors to beelected multiplied by the number of votes to which that shareholder’s sharesare entitled, or distribute the shareholder’s votes on the same principle amongany or all of the candidates, as the shareholder thinks fit. The candidatesreceiving the highest number of votes, up to the number of directors to beelected shall be elected; votes against any candidate and votes withheld shallhave no legal effect.

Section9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.  The transactions of any meeting ofshareholders, either annual or special, however called and noticed, andwherever held, shall be as valid as though had at a meeting duly held afterregular call and notice, if a quorum be present either in person or by proxy,and if, either before or after the meeting, each person entitled to vote, whowas not present in person or by proxy, signs a written waiver of notice or aconsent to a holding of the meeting, or an approval of the minutes of themeeting. The waiver of notice or consent need not specify either the businessto be transacted or the purpose of any annual or special meeting ofshareholders, except that if action is taken or proposed to be taken forapproval 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 state thegeneral nature of the action or proposed action. All such waivers, consents orapprovals shall be filed with the corporate records or made a part of theminutes of the meeting.

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Attendanceby a person at a meeting shall also constitute a waiver of notice of thatmeeting, except when the person objects, at the beginning of the meeting, tothe transaction of any business because the meeting is not lawfully called orconvened, and except that attendance at a meeting is not a waiver of any rightto object to the consideration of matters required by the Code to be includedin the notice of the meeting but not so included, if that objection isexpressly made at the meeting.

Section10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.  Any action which maybe taken at any annual orspecial meeting of shareholders may be taken without a meeting and withoutprior notice, if a consent in writing, setting forth the action so taken, issigned by the holders of outstanding shares having not less than the minimumnumber of votes that would be necessary to authorize or take that action at ameeting at which all shares entitled to vote on that action were present andvoted.

Inthe case of election of directors, such a consent shall be effective only ifsigned by the holders of all outstanding shares entitled to vote for theelection of directors; provided, however, that a director may be elected at anytime to fill a vacancy on the board of directors (other than vacancies createdby removal) that has not been filled by the directors, by the written consentof the holders of a majority of the outstanding shares entitled to vote for theelection of directors.

Allsuch consents shall be filed with the Secretary of the corporation and shall bemaintained in the corporate records. Any shareholder giving a written consent,or the shareholder’s proxy holder, or a transferee of the shares or a personalrepresentative of the shareholder or their respective proxy holders, may revokethe consent by a writing received by the Secretary of the corporation beforewritten consents of the number of shares required to authorize the proposedaction have been filed with the Secretary.

Ifthe consents of all shareholders entitled to vote have not been solicited inwriting, and if the unanimous written consent of all such shareholders shallnot have been received, the Secretary shall give prompt notice of the corporateaction approved by the shareholders without a meeting. This notice shall begiven in the manner specified in Section 5 of this Article II. In the case ofapproval of (i) contracts or transactions in which a director has a direct orindirect financial interest, pursuant to Section 310 of the Code, (ii)indemnification of agents of the corporation, pursuant to Section 317 of theCode, (iii) a reorganization of the corporation, pursuant to Section 1201 ofthe Code, and (iv) a distribution in dissolution other than in accordance withthe rights of outstanding preferred shares, pursuant to Section 2007 of theCode, the notice shall be given at least ten (10) days before the consummationof any action authorized by that approval, unless the consents of allshareholders entitled to vote have been solicited in writing.

Section11.             RECORD DATE FORSHAREHOLDER NOTICE, VOTING, AND GIVING CONSENTS.  In order that the corporation may determinethe shareholders entitled to notice of any meeting or to vote, the board ofdirectors may fix, in advance, a record date, which shall not be more thansixty (60) days nor less than ten (10) days prior to the date of such meetingnor more than sixty (60) days before any other action.  Shareholders at the close of business on therecord date are entitled to notice and to vote, 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 ofIncorporation or the Code.

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A determinationof shareholders of record entitled to notice of or to vote at a meeting ofshareholders shall apply to any adjournment of the meeting unless the board ofdirectors fixes a new record date for the adjourned meeting, but the board ofdirectors shall fix a new record date if the meeting is adjourned for more thanforty-five (45) days from the date set for the original meeting.

Ifthe board of directors does not so fix a record date:

(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 which notice is given or, if notice iswaived, at the close of business on the business day next preceding the day onwhich 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 be the dayon which the first written consent is given, or (ii) when prior action by theboard has been taken, shall be at the close of business on the day on which theboard adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date ofsuch other action, whichever is later.

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

Section12.             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 vote pursuantto that proxy, by a writing delivered to the corporation stating that the proxyis revoked, or by a subsequent proxy executed by, or attendance at the meetingand voting in person by, the person executing the proxy; or (ii) written noticeof 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)of the  Code.

Section13              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.  If inspectors of election are not soappointed or designated or if any persons so appointed fail to appear or refuseto act, then the Chairman of the meeting may, and on the request of anyshareholder or a shareholder’s proxy shall, appoint inspectors of election (orpersons to replace those who so fail to appear) at the meeting. The number ofinspectors shall be either one (1) or three (3).  If appointed at a meeting on the request ofone (1) or more 

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shareholders orproxies, the majority of shares represented in person or by proxy shalldetermine whether one (1) or three (3) inspectors are to be appointed.

Theinspectors of election shall determine the number of shares outstanding and thevoting power of each, the shares represented at the meeting, the existence of aquorum, and the authenticity, validity, and effect of proxies, receive votes,ballots or consents, hear and determine all challenges and questions in any wayarising in connection with the right to vote, count and tabulate all votes orconsents, determine when the polls shall close, determine the result and do anyother acts that may be proper to conduct the election or vote with fairness toall shareholders.

ARTICLE III

 

DIRECTORS

Section1.               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.

Section2.               NUMBER ANDQUALIFICATION OF DIRECTORS.  Theauthorized number of directors shall not be less than seven (7) nor more thanthirteen (13).  The exact number ofdirectors shall be nine (9) until changed, within the limits specified above,by a bylaw amending this section, duly adopted by resolution of the board ofdirectors or the shareholders.  Themaximum or minimum number of directors cannot be changed, nor can a fixednumber be substituted for the maximum and minimum numbers, except by a dulyadopted amendment to the articles of incorporation if the minimum or maximumnumber is stated therein, or otherwise by amendment to this bylaw duly approvedby a majority of the outstanding shares entitled to vote.   An amendment that would reduce the minimumnumber to less than five (5), however, cannot be adopted if the votes castagainst its adoption at a shareholders’ meeting or the shares not consenting toan action by written consent are equal to more than one-sixth (16 2/3%) of theoutstanding shares entitled to vote.   Noamendment may change the stated maximum number of authorized directors to anumber greater than two times the stated minimum number minus one.

Section3.               NOMINATION OFDIRECTORS.  Nominations for electionof members of the board may be made by the board or by any holder of any outstandingclass of capital stock of the corporation entitled to vote for the election ofdirectors.  Notice of intention to makeany nominations (other than for persons named in the notice of the meetingcalled for the election of directors) shall be made in writing and shall bedelivered 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 shareholderscalled for the election of directors; or (ii) seven (7) days after the date ofmailing of notice of the meeting to shareholders.  Such notification shall contain the followinginformation to the extent known to the notifying shareholder: (a) the name andaddress of each proposed nominee; (b) the principal occupation of each proposednominee; (c) the number of shares of 

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capital stock ofthe corporation owned by each proposed nominee; (d) the name and residenceaddress of the notifying shareholder; (e) the number of shares of capital stockof the corporation owned by the notifying shareholder; (f) the number of sharesof 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 proposed nominee has ever been convicted of or pleaded nolocontendere to any criminal offense involving dishonesty or breach of trust,filed a petition in bankruptcy or been adjudged bankrupt.  The notification shall be signed by thenominating shareholder and each nominee, and shall be accompanied by a writtenconsent to be named as a nominee for election as a director from each proposednominee.  Nominations not made in accordancewith these procedures shall be disregarded by the Chairman of the meeting, andupon his instructions, the inspectors of election shall disregard all votescast for each such nominee.

Acopy of the preceding paragraph shall be set forth in the notice toshareholders of any meeting at which directors are to be elected.

Section4.               ELECTION AND TERM OFOFFICE OF DIRECTORS.  Directors shallbe elected at each annual meeting of the shareholders to hold office until thenext annual meeting. Each director, including a director elected to fill a vacancy,shall hold office until a successor has been elected and qualified.

Section5.               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.

Section6.               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 to voterepresented at a duly held meeting at which a quorum is present, or by theunanimous written consent of holders of all outstanding shares entitled tovote.  Each director so elected shallhold office until a successor has been elected and qualified.

Theshareholders may elect a director or directors at any time to fill any vacancyor vacancies not filled by the directors, but any such election by writtenconsent shall require the consent of a majority of the outstanding sharesentitled to vote.  A director may not beelected by written consent to fill a vacancy created by removal except byunanimous consent of all shares entitled to vote for the election of directors.

Anydirector may resign by giving written notice of resignation to the Chairman ofthe Board, the President, the Secretary, or the board of directors.  The resignation shall be effectiveimmediately unless the notice specifies otherwise.  If the resignation is effective at a futuretime, 

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the board ofdirectors may elect a successor to take office when the resignation becomeseffective.

Noreduction of the authorized number of directors shall have the effect ofremoving any director before that director’s term of office expires.

Section7.               PLACE OF MEETINGS ANDMEETINGS BY TELEPHONE.  All regularand special meetings of the board of directors shall be held at the principalexecutive office of the corporation unless a different place is specified byboard resolutions or the notice of meeting.  Any meeting, regular or special, may be held by conference telephone orsimilar communication equipment, so long as all directors participating in themeeting can hear one another.  Allparticipating directors shall be deemed to be present in person at the meeting.

Section8.               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.

Section9.               OTHER REGULARMEETINGS.  Other regular meetings ofthe board of directors shall be held without call at such time as shall fromtime to time be fixed by the board of directors. Such regular meetings may beheld without notice.

Section10.             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.

Noticeof the time and place of special meetings shall be delivered personally or bytelephone to each director or sent by first-class mail or telegram, chargesprepaid, addressed to each director at that director’s address as it is shownon the records of the corporation. If the notice is mailed, it shall bedeposited in the United States mail at least four (4) days before the time ofthe meeting.  If the notice is deliveredpersonally, or by telephone or telegram, it shall be delivered personally or bytelephone or to the telegraph company at least forty-eight (48) hours beforethe time of the meeting. Any oral notice given personally or by telephone maybe communicated either to the director or to a person at the office of thedirector who the person giving the notice has reason to believe will promptlycommunicate it to the director. The notice need not specify the purpose of themeeting nor the place if the meeting is to be held at the principal executiveoffice of the corporation.

Section11.             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 or decisiondone or made by a majority of the directors present at a meeting duly held atwhich 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 to approvalof contracts or transactions in which a director has a direct or indirectmaterial financial interest), Section 311 of the Code (as to appointment ofcommittees), and Section 317(e) of the Code (as to indemnification ofdirectors). A meeting at which a quorum is initially present may continue totransact business notwithstanding the withdrawal of directors, if any actiontaken is approved by at least a majority of the required quorum for that meeting.

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Section12.             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 such waivers,consents, and approvals of the minutes shall be filed with the corporaterecords or made a part of the minutes of the meeting.  Notice of a meeting shall also be deemedgiven to any director who attends the meeting without protesting before or at itscommencement, the lack of notice to that director.

Section13.             ADJOURNMENT.  A majority of the directors present, whetheror not constituting a quorum, may adjourn any meeting to another time andplace.

Section14.             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.

Section15.             ACTION WITHOUT MEETING.  Any action required or permitted to betaken by the board of directors may be taken without a meeting, if all membersof the board shall individually or collectively consent in writing to thataction. Such action by written consent shall have the same force and effect asa unanimous vote of the board of directors. Such written consent or consentsshall be filed with the minutes of the proceedings of the board.

Section16.             FEES AND COMPENSATIONOF DIRECTORS.  Directors and membersof committees of directors may receive such compensation, for their services,and such reimbursement of expenses, as may be fixed or determined by resolutionof the board of directors. This Section 15 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.

ARTICLE IV

 

COMMITTEES

Section1.               COMMITTEES OFDIRECTORS.  The board of directorsmay, by resolution adopted by a majority of the authorized number of directors,designate one or more committees, each consisting of two or more directors, toserve at the pleasure of the board. The board may designate one or moredirectors as alternate members of any committee, who may replace any absentmember at any meeting of the committee. The appointment of committee members oralternative members 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)            theapproval of any action which, under the Code, also requires shareholders’approval or approval of the outstanding shares;

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(ii)           the filling of vacancies on the boardof directors or in any committee;

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

(iv)          the amendment or repeal of Bylaws orthe adoption of new Bylaws;

(v)           theamendment or repeal of any resolution of the board of directors which by itsexpress terms is not so amendable or repealable;

(vi)          adistribution to the shareholders of the corporation, except at a rate or in aperiodic amount or within a price range determined by the board of directors;or

(vii)         theappointment of any other committees of the board of directors or the members ofthese committees.

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

(i)            AnAudit Committee, appointed annually by the board of directors.  Each member of this committee shall serveuntil his or her successor is appointed and the committee shall consist of atleast three (3) members of the board of directors, none of whom shall be activeofficers of the corporation.  The dutiesof this committee shall be to make suitable examinations every twelve (12)months of the affairs of the corporation. The results of each such examination shall be reported in writing to theboard of directors at the next regular meeting after the date of the audit,stating whether the corporation is in a sound and solvent condition, whetheradequate internal audit controls and procedures are being maintained, andrecommending to the board of directors such changes in the manner of doingbusiness, etc., as shall be deemed advisable. The Audit Committee, upon its own recommendation and with the approvalof the board of directors, may employ a qualified firm of certified publicaccountants to make an examination and audit of the corporation.  If such procedure is followed, the one annualexamination and audit of such firm of accountants and the presentation of itsreport to the board of directors will be deemed sufficient to comply with therequirements of this Section of these Bylaws. The Audit Committee may request that the board of directors accepteither a Federal Deposit Insurance Corporation or State Banking Departmentexamination report in lieu of an audit by the Committee.

(ii)           AnInvestment Committee, consisting of the President, the Chief Financial Officer,and at least 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.

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Theboard of directors may appoint, from time to time, other committees, for suchpurposes and with such powers as the board may determine.  Meetings and actions of committees shall begoverned by, and held and taken in accordance with, the provisions of theseBylaws, with such changes in the context of these Bylaws as are necessary tosubstitute the committee and its members for the board of directors and itsmembers, except that the time of the regular meeting of committees may bedetermined either by resolution of the board of directors or by resolution ofthe committee, special meetings of committees may also be called by resolutionof the board of directors, and notice of special meetings of committees shallalso be given to all alternate members, who shall have the right to attend allmeetings of committees.  Any action to betaken by a committee with members who are not also directors must be approvedby directors constituting a majority of the committee or be submitted to theboard of directors for approval.  Theboard of directors may adopt rules for government of any committee notinconsistent with the provisions of these Bylaws.

Section2,               MEETINGS AND ACTION OFCOMMITTEES.   Meetings and action ofcommittees shall be governed by, and held and taken in accordance with, theprovisions of Article III of these bylaws, Sections 7 (place of meetings), 8and 9 (regular meetings), 10 (special meetings and notice), 11 (quorum), 12(waiver of notice), 13 (adjournment), 14 (notice of adjournment), and 15 (actionwithout meeting), with such changes in the context of those bylaws as arenecessary to substitute the committee and its members for the board ofdirectors and its members, except that the time of regular meetings 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. Notice of special meetings of committees shall also be given to allalternate members, who shall have the right to attend all meetings of thecommittee. The board of directors may adopt rules for the government of anycommittee not inconsistent with the provisions of these Bylaws.

ARTICLE V

OFFICERS

Section1.               OFFICERS. Theofficers of the corporation shall be a President, a Secretary, and a ChiefFinancial Officer.  The corporation mayalso have, at the discretion of the board of directors, a Chairman of theBoard, one or more Vice Chairmen, one or more Vice Presidents, one or moreAssistant Secretaries, one or more Assistant Treasurers, and such otherofficers as may be appointed by the directors. Any number of offices may be held by the same person.

Section2.               APPOINTMENT OFOFFICERS.  The officers of thecorporation, except such officers as may be appointed in accordance with theprovisions of Article V, Section 3 or Section 5, shall be chosen by the boardof directors, and each shall serve at the pleasure of the board, subject to therights, if any, of an officer under any contract of employment.

Section3.               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 

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such authority,and perform such duties as are provided in the Bylaws or as the board ofdirectors may from time to time determine.

Section4.               REMOVAL ANDRESIGNATION OF OFFICERS.  Subject tothe rights, if any, of an officer under any contract of employment, any officermay be removed, either with or without cause, by the board of directors, at anyregular or special meeting of the board, or, except in case of an officerchosen by the board of directors, by any officer upon whom such power orremoval may be conferred by the board of directors.

Anyofficer may resign at any time by giving written notice to thecorporation.  Any resignation shall takeeffect at the date of the receipt of that notice or at any later time specifiedin that notice.  Unless otherwisespecified in that notice, acceptance of the resignation shall not be necessaryto make it effective.  Any resignation iswithout prejudice to the rights, if any, of the corporation under any contractto which the officer is a party.

Section5.               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.

Section6.               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 otherthan in the capacity of a director.

Section7.               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.

Section8.               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  Presidentshall be the chief executive officer of the corporation and shall, subject tothe control 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.

Section9.               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, the 

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President. TheVice Presidents shall have such other powers and perform such other duties asfrom time to time may be prescribed for them respectively by the board ofdirectors or the bylaws, and the President, or the Chairman of the Board.

Section10.             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.

TheSecretary shall give, or cause to be given, notice of all meetings of theshareholders and of the board of directors required by the Bylaws or by law tobe given, and shall keep the seal of the corporation in safe custody, and shallhave such other powers and perform such other duties as may be prescribed bythe board of directors or by these Bylaws.

Section11.             CHIEFFINANCIAL OFFICER.  The ChiefFinancial Officer shall keep and maintain, or cause to be kept and maintained,adequate and correct books and records of accounts of the properties andbusiness transactions of the corporation, including accounts of its assets,liabilities, receipts, disbursements, gains, losses, capital retained earnings,and shares. The books of account shall at all reasonable times be open toinspection by any director.

TheChief Financial Officer shall deposit all monies and other valuables in thename and to the credit of the corporation with such depositories as may bedesignated by the board of directors. He shall disburse the funds of thecorporation as may be ordered by the board of directors, shall render to thePresident and directors, whenever they request it, an account of all of histransactions as Chief Financial Officer and of the financial condition of thecorporation, and shall have other powers and perform such other duties as maybe prescribed by the board of directors or the Bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS

EMPLOYEES, AND OTHER AGENTS

Section1.               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 

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was an agent ofthe corporation, and shall have power to advance to each such agent expensesincurred in defending any such proceeding to the maximum extent permitted bythat law. For the purposes of this Article, an “agent” of the corporationincludes any person who is or was a director, officer, employee or other agentof the corporation, or is or was serving at the request of the corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust, or other enterprise, or was a director, officer, employee, oragent of a corporation which was a predecessor corporation of the corporationor of another enterprise at the request of such predecessor corporation.

ARTICLE VII

RECORDS AND REPORTS

Section1.               MAINTENANCE ANDINSPECTION OF SHARE REGISTER.  Thecorporation shall keep at its principal executive office, or at the office ofits transfer agent or registrar (if either be appointed), as determined byresolution of the board of directors, a record of its shareholders, giving thenames and addresses of all shareholders and the number and class of shares heldby 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 orForm F-6 with the appropriate federal regulatory agency relating to theelection of directors shall have an absolute right to do either of thefollowing: (i) inspect and copy the record of shareholders’ names, addressesand shareholdings during usual business hours on five (5) days’ prior writtendemand on the corporation, or (ii) obtain from the transfer agent for thecorporation, upon written demand and upon the tender of such transfer agent’susual charges for such list (the amount of which charges shall be stated to theshareholder by the transfer agent upon request), a list of the shareholders’names and addresses who are entitled to vote for the election of directors, andtheir 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 ofdemand. The list shall be made available on or before the later of five (5)business days after the demand is received or the date specified therein as thedate as of which 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 written demand on the corporation, for a purpose reasonably related to theholder’s interests as a shareholder or as the holder of a voting trustcertificate.

Any inspection andcopying under this Article VII, Section 1 may be made in person or by an agentor attorney of the shareholder or holder of a voting trust certificate makingthe demand.

Section2.               MAINTENANCE ANDINSPECTION OF BYLAWS.  Thecorporation shall keep at its principal executive office, or if its principalexecutive office is not in the State of California, at its principal businessoffice in California, the original or a copy of these Bylaws as amended todate, which shall be open to inspection by the shareholders at all reasonabletimes during office hours. If the principal executive office of the corporationis outside the State of 

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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.

Section3.               MAINTENANCE ANDINSPECTION OF OTHER CORPORATE RECORDS. The accounting books and records and the minutes of proceedings of theshareholders and the board of directors, and committees of the board ofdirectors shall be kept at such place or places as are designated by the boardof directors or, in absence of such designation, at the principal executiveoffice of the corporation.  The minutesshall be kept in written form, and the accounting books and records shall bekept either in written form or in any other form capable of being convertedinto written form.

Theminutes and accounting books and records shall be open to inspection upon thewritten demand on the corporation of any shareholder or holder of a votingtrust certificate at any reasonable time during usual business hours, for apurpose reasonably related to such holder’s interests as a shareholder or asthe holder of a voting trust certificate. Such inspection by a shareholder or holder of a voting trust certificatemay be made in person or by an agent or attorney and the right ofinspection  includes the right to copyand make extracts. Such rights of inspection shall extend to the records ofeach subsidiary corporation of the corporation.

Section4.               INSPECTION BYDIRECTORS.  Every director shall havethe absolute right at any reasonable time to inspect all books, records, anddocuments of every kind and the physical properties of the corporation and eachof its subsidiary corporations. This inspection by a director may be made inperson or by an agent or attorney and the right of inspection includes theright to copy and make extracts of documents.

Section5.               ANNUAL REPORT TOSHAREHOLDERS.   The board ofdirectors shall cause an annual report to be sent to the shareholders not laterthan one hundred twenty (120) days after the close of the fiscal year adoptedby the corporation and at least fifteen (15) (or, if sent by third class mail,thirty-five (35)) days before the annual meeting of shareholders to be heldduring the next fiscal year in the manner specified in Section 5 of Article IIof these bylaws for giving notice to shareholders of the corporation.

Theannual report shall contain a balance sheet as of the end of the fiscal yearand an income statement and statement of changes in financial position for thefiscal year, accompanied by any report thereon of independent accountants or,if there is no such report, the certificate of an authorized officer of thecorporation that the statements were prepared without audit from the books andrecords of the corporation.

Theforegoing requirement of an annual report shall be waived so long as the sharesof the corporation are held by fewer than one hundred (100) holders of record.

Section6.               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.

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Acopy of any annual financial statement and any income statement of thecorporation for each quarterly period of each fiscal year, and any accompanyingbalance sheet of the corporation as of the end of each such period, prepared bythe corporation shall be kept on file in the principal executive office of thecorporation for twelve (12) months and each such statement shall be exhibitedat all reasonable times to any shareholder demanding an examination of any suchstatement or a copy shall be mailed to any such shareholder.

If ashareholder or shareholders holding at least five percent (5%) of theoutstanding shares of any class of stock of the corporation makes a writtenrequest to the corporation for an income statement of the corporation for thethree-month, six-month, or nine-month period of the then current fiscal yearended more than thirty (30) days before the date of the request, and a balancesheet of the corporation as of the end of that period, the chief financialofficer shall cause that statement to be prepared, if not already prepared, andshall deliver personally or mail that statement or statements to the personmaking the request within thirty (30) days after the receipt of the request. Ifthe corporation has not sent to the shareholders its annual report for the lastfiscal year, this report shall likewise be delivered or mailed to the shareholderor shareholders within thirty (30) days after the request.

Thecorporation shall also, on the written request of any shareholder, mail to theshareholder a copy of the last annual, semi-annual, or quarterly incomestatement which it has prepared, and a balance sheet as of the end of thatperiod.

Thequarterly income statements and balance sheets referred to in this sectionshall be accompanied by the report, if any, of any independent accountantsengaged by the corporation or the certificate of an authorized officer of thecorporation that the financial statements were prepared without audit from thebooks and records of the corporation.

Section7.               REPRESENTATION OFSHARES OF OTHER CORPORATIONS.  TheChairman of the Board, the President, any Vice President, the Chief FinancialOfficer, the Secretary or Assistant Secretary of this corporation, or any otherperson authorized by the board of directors or the President or a VicePresident, is authorized to vote, represent, and exercise on behalf of this corporationall rights incident to any and all shares of any other corporation orcorporations standing in the name of this corporation.  The authority herein granted may be exercisedeither by such person directly or by any other person authorized to do so by proxyor power of attorney duly executed by such person having the authority.

Section8.               ANNUAL STATEMENT OFGENERAL INFORMATION.  In each year,during the period ending in the month in which the original articles ofincorporation were filed and commencing in the fifth preceding month, thecorporation shall file with the Secretary of State of the State of California,on the prescribed form, a statement setting forth the authorized number ofdirectors, the names and complete business or residence address of allincumbent directors, the name and complete business or residence addresses ofthe chief executive officer, secretary, and chief financial officer, the streetaddress of its principal executive office or principal business office in this state, and the general type ofbusiness constituting the principal business of the corporation, together witha designation of the agent of the corporation for the purpose of service ofprocess, all in compliance with Section 1502 of the Code.

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ARTICLE VIII

GENERAL CORPORATE MATTERS

Section1.               RECORD DATE FORPURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders entitled to receive paymentof any dividend or other distribution or allotment of any rights or entitled toexercise any rights in respect of any other lawful action (other than action byshareholders by written consent without a meeting), the board of directors mayfix, in advance, a record date, which shall not be more than sixty (60) daysbefore any such action.  Only shareholdersof record on the date so fixed are entitled to receive the dividend,distribution, or allotment of rights or to exercise the rights, as the case maybe, 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.

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) the dayon which the board adopts the applicable resolution or (ii) the sixtieth (60th)day before the date of the dividend payment, distribution, allotment of rights,or other action.

Section2.               CHECKS, DRAFTS,EVIDENCES OF INDEBTEDNESS.  Allchecks, drafts, or other orders for payment of money, notes, or other evidencesof indebtedness, issued in the name of or payable to the corporation, shall besigned or endorsed by such person or persons and in such manner as, from timeto time, shall be determined by resolution of the board of directors.

Section3.               CORPORATE CONTRACTSAND INSTRUMENTS: HOW EXECUTED.  Theboard of directors, except as otherwise provided in these Bylaws, may authorizeany officer or officers, agent or agents, to enter into any contract or executeany instrument in the name of and on behalf of the corporation, and thisauthority may 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.

Section4.               CERTIFICATES FORSHARES.  A certificate orcertificates for shares of the capital stock of the corporation shall be issuedto each shareholder when any of these shares are fully paid.  The board of directors may authorize theissuance of certificates or shares as partly paid provided that thesecertificates shall state the amount of the consideration to be paid for themand the amount paid.  All certificatesshall be signed in the name of the corporation by the Chairman of the Board orVice Chairman of the Board or the President or Vice President and by the ChiefFinancial Officer or an assistant treasurer or the Secretary or any assistantsecretary, certifying the number of shares and the class or series of sharesowned by the shareholder. Any or all of the signatures on the certificate maybe by facsimile.

Incase any officer, transfer agent, or registrar who has signed or whosefacsimile signature has been placed on a certificate has ceased to be suchofficer, transfer agent or registrar 

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before suchcertificate is issued, it may be issued by the corporation with the same effectas if that person were an officer, transfer agent or registrar at the date ofissue.

Section5.               LOST CERTIFICATES.  Except as provided in this Section 5, no newcertificates for shares shall be issued to replace an old certificate unlessthe latter is surrendered to the corporation and canceled at the same time. Theboard of directors may, in case any share certificate or certificate for anyother 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.

Section6.               CONSTRUCTION ANDDEFINITIONS. Unless the context requires otherwise, the general provisions,rules of construction, and definitions in the Code shall govern theconstruction of these Bylaws. Without limiting the generality of thisprovision, the singular number includes the plural, the plural number includesthe singular, and the term “person” includes both a corporation and a naturalperson.

ARTICLE IX

AMENDMENTS

Section1.               AMENDMENT BYSHAREHOLDERS.  New Bylaws may beadopted or these Bylaws may be amended or repealed by the vote or written consentof holders of a majority of the outstanding shares entitled to vote; provided,however, that if the Articles of Incorporation of the corporation set forth thenumber of authorized directors of the corporation, the authorized number ofdirectors may be changed only by an amendment of the Articles of Incorporation.

Section2.               AMENDMENT BYDIRECTORS.  Subject to therights  of the shareholders as providedin Section 1 of this Article IX, Bylaws, other than a Bylaw or an amendment ofa Bylaw changing the authorized number of directors, may be adopted, amended,or repealed by the board of directors.

Section3.               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 theseBylaws to any provision of the California Corporations Code shall be deemed toinclude all amendments thereof.

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