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EXHIBIT 3.10
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BY-LAWS
OF
CalTire Acquisition Co.
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Effective as of January 7, 1999
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INDEX OF BYLAWS
OF
CALTIRE ACQUISITION CO.
(STATE OF CALIFORNIA)
ARTICLE I
OFFICES
Section 1. Principal Office
Section 2. Registered Office
Section 3. Other Offices
ARTICLE II
ANNUAL MEETING OF SHAREHOLDERS
Section 1. Location
Section 2. Annual Meeting
Section 3. Notice
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1. Special Meetings
Section 2. Notice of Special Meetings
Section 3. Business at Special Meetings
ARTICLE IV
QUORUM AND VOTING STOCK
Section 1. Quorum and Adjournments
Section 2. Vote
Section 3. Action Without Meeting
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ARTICLE V
DIRECTORS
Section 1. Number
Section 2. Vacancies
Section 3. Powers
Section 4. Books
Section 5. Compensation
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Location
Section 2. First Meeting
Section 3. Regular Meetings
Section 4. Special Meetings
Section 5. Waiver of Notice
Section 6. Quorum
Section 7. Action Without Meeting
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. Executive Committee
Section 2. Minutes
Section 3. Authority
ARTICLE VIII
NOTICES
Section 1. Writing
Section 2. Waiver
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ARTICLE IX
OFFICERS
Section 1. Officers
Section 2. Election
Section 3. Other Officers
Section 4. Compensation
Section 5. Term
THE PRESIDENT
Section 6. Duties and Powers
THE VICE PRESIDENTS
Section 7. Duties and Powers
THE SECRETARY AND ASSISTANT SECRETARIES
Section 8. Duties and Powers
Section 9. Assistant Secretaries
THE CHIEF FINANCIAL OFFICER
Section 10. Duties and Powers
Section 11. Disbursement
Section 12. Bond
Section 13. Assistant Treasurers
ARTICLE X
CERTIFICATES FOR SHARES
Section 1. Certificates
Section 2. Facsimile Signatures
Section 3. Lost Certificates
Section 4. Transfers of Shares
Section 5. Closing of Transfer Books
Section 6. Registered Shareholders
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ARTICLE XI
GENERAL PROVISIONS
Section 1. Dividends
Section 2. Checks
Section 3. Fiscal Year
Section 4. Seal
ARTICLE XII
AMENDMENTS
Section 1. Amendments
ARTICLE XIII
DIRECTORS' ANNUAL REPORT
Section 1. Directors Annual Report
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CALTIRE ACQUISITION CO.
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BYLAWS
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ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal executive office shall be
located in Hayward, California.
SECTION 2. REGISTERED OFFICE. The registered office of the corporation
required by law to be maintained in the State of California may be, but need not
be, identical to the principal office. The address of the registered office may
be changed from time to time by the Board of Directors.
SECTION 3. OTHER OFFICES. The corporation may also have offices at such
other places both within and without the State of California as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
ANNUAL MEETING OF SHAREHOLDERS
SECTION 1. LOCATION. All meetings of shareholders for the election of
directors shall be held at such place as may be fixed from time to time by the
Board of Directors, or at such other place either within or without the State of
California as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. Meeting of shareholders for any other
purpose may be held at such time and place, within or without the State of
California, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof. If no other place is stated or fixed,
shareholders' meetings shall be held at the principal executive office of the
corporation.
SECTION 2. ANNUAL MEETING. Annual meetings of shareholders, commencing
with year 1999, shall be held on the last day in the month of June in each year,
if not a legal holiday, and if a legal holiday, then on the next secular day
following at nine o'clock a.m., or at such other date and time as shall be
designated from time to time by the Board of Directors and stated
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in the notice of the meeting, at which they shall elect by a plurality vote a
Board of Directors and transact such other business as may properly be brought
before the meeting.
SECTION 3. NOTICE. Written or printed notice of the annual meeting
stating the place, day and hour of the meeting shall be given to each
shareholder entitled to vote thereat not less than 10 (or, if sent by
third-class mail, 30) nor more than 60 days before the date of the meeting.
Notice may be sent by third-class mail only if the outstanding shares of the
corporation are held of record by 500 or more persons (determined as provided in
Section 605 of the California General Corporation Law) on the record date for
the shareholders' meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
SECTION 1. SPECIAL MEETINGS. Special meetings of shareholders for any
purpose other than the election of directors may be held at such time and place
within or without the State of California as shall be stated in the notice of
the meeting or in a duly executed waiver of notice thereof. Special meetings of
the shareholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the articles of incorporation, may be called by the president, the
Board of Directors, or the holders of not less than 10 percent of all the shares
entitled to vote at the meeting and if the corporation has a chairman of the
Board of Directors, special meetings of the shareholders may be called by the
chairman.
SECTION 2. NOTICE OF SPECIAL MEETINGS. Written or printed notice of a
special meeting of shareholders, stating the time, place and purpose or purposes
thereof, shall be given to each shareholder entitled to vote thereat not less
than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the
date fixed for the meeting. Notice may be sent by third-class mail only if the
outstanding shares of the corporation are held of record by 500 or more persons
(determined as provided in Section 605 of the California General Corporation
Law) on the record date for the shareholders' meeting.
SECTION 3. BUSINESS AT SPECIAL MEETINGS. The business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.
ARTICLE IV
QUORUM AND VOTING STOCK
SECTION 1. QUORUM AND ADJOURNMENTS The holders of a majority of the
shares of stock issued and outstanding and entitled to vote, represented in
person or by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute or by the articles of incorporation. If, however, such quorum shall not
be present or represented at any meeting of the shareholders, the shareholders
present in person or represented by proxy shall have power to adjourn the
meeting from time to time,
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without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting. If a quorum is present, the affirmative vote
of a majority of the shares of stock represented and voting at the meeting
(which shares voting affirmatively also constitute at least a majority of the
required quorum), shall be the act of the shareholders unless the vote of a
greater number or voting by classes is required by law or the articles of
incorporation.
SECTION 2. VOTE. Each outstanding share of stock, having voting power,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. In all
elections for directors, every shareholder entitled to vote shall have the right
to vote, in person or by proxy, the number of shares of stock owned by him for
as many persons as there are directors to be elected, or, upon satisfaction of
the requirements set forth in Section 708(b) of the California General
Corporation Law, to cumulate the vote of said shares, and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which the shareholder's shares are normally entitled, or to
distribute the votes on the same principle among as many candidates as he may
see fit. Section 708(b) of the California General Corporation Law provides that
no shareholder shall be entitled to cumulate votes for any candidate for the
office of director unless such candidates' names have been placed in nomination
prior to the voting and at least one shareholder has given notice at the meeting
prior to the voting of his intention to cumulate his votes.
SECTION 3. ACTION WITHOUT MEETING. Unless otherwise provided in the
articles, any action, except election of directors, which may be taken at any
annual or special meeting of shareholders may be taken without a meeting and
without prior notice, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Except to fill a vacancy in the Board of Directors not filled by the
directors, directors may not be elected by written consent except by unanimous
written consent of all shares entitled to vote for the election of directors.
Any election of a director to fill a vacancy (other than a vacancy created by
removal) not filled by the directors requires the written consent of a majority
of the shares entitled to vote.
ARTICLE V
DIRECTORS
SECTION 1. NUMBER. The number of directors shall be not less than one
(1) nor more than seven (7) as shall be determined from time to time by the
directors. The number constituting the initial Board of Directors shall be four
(4). Directors need not be residents of the State of California nor shareholders
of the corporation. The directors, other than the first Board of Directors,
shall be elected at the annual meeting of the shareholders, and each director
elected shall serve until the next succeeding annual meeting and until his
successor shall have been
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elected and qualified. The first Board of Directors shall hold office until the
first annual meeting of shareholders.
SECTION 2. VACANCIES. Unless otherwise provided in the articles of
incorporation, vacancies, except for a vacancy created by the removal of a
director, and newly created directorships resulting from any increase in the
number of directors may be filled by a majority of the directors then in office,
though less than quorum, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected and shall
qualify. Unless otherwise provided in the articles of incorporation any vacancy
created by the removal of a director shall be filled by the shareholders by the
vote of a majority of the shares entitled to vote at a meeting at which a quorum
is present. Any vacancies, which may be filled by directors and are not filled
by the directors, may be filled by the shareholders by a majority of the shares
entitled to vote at a meeting at which a quorum is present.
SECTION 3. POWERS. The business affairs of the corporation shall be
managed by its Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the articles of incorporation or by these bylaws directed or required to be
exercised or done by the shareholders.
SECTION 4. BOOKS. The directors may keep the books of the corporation,
except such as are required by law to be kept within the state, outside the
State of California, at such place or places as they may from time to time
determine.
SECTION 5. COMPENSATION. The Board of Directors, by the affirmative
vote of a majority of the directors then in office, and irrespective of any
personal interest of any of its members, shall have authority to establish
reasonable compensation of all directors for services to the corporation as
directors, officers or otherwise.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. LOCATION. Meetings of the Board of Directors, regular or
special, may be held either within or without the State of California.
SECTION 2. FIRST MEETING. The first meeting of each newly elected Board
of Directors shall be held at such time and place as shall be fixed by the vote
of the shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be called by the chairman of the board, the president, any vice president,
the secretary or any two directors, and may be held upon such notice, or without
notice, and at such time and at such place as shall from time to time be
determined by the board.
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SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the president on four (4) days' notice if by mail, or 48 hours
if delivered personally or by telephone or facsimile telecommunications to each
director; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors unless the
board consists of only one director; in which case, special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of the sole director.
SECTION 5. WAIVER OF NOTICE. Attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where a director
attends for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purposes of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.
SECTION 6. QUORUM. Unless the Articles of Incorporation or these bylaws
provide otherwise, a majority of the number of directors fixed by or pursuant to
these bylaws constitute a quorum for the transaction of business unless a
greater number is required by law or by the articles of incorporation. The act
of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors, unless the act of a greater
number is required by statute or by the articles of incorporation. If a quorum
shall not be present at any meeting of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
SECTION 7. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at a meeting of the directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors entitled to vote with respect to the subject matter thereof.
ARTICLE VII
EXECUTIVE COMMITTEE
SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the number of directors fixed by the bylaws or
otherwise, may designate two or more directors to constitute an executive
committee, which committee, to the extent provided in such resolution, shall
have and exercise all of the authority of the Board of Directors in the
management of the corporation, except as otherwise required by law. Vacancies in
the membership of the committee shall be filled by the Board of Directors at a
regular or special meeting of the Board of Directors. The Board of Directors may
designate one or more directors as alternate members of the executive committee.
SECTION 2. MINUTES. The executive committee shall keep regular minutes
of its proceedings and report the same to the board when required.
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SECTION 3. AUTHORITY. The executive committee shall not have authority:
(1) To approve any action which will also require the shareholders' approval;
(2) To fill vacancies on the board or in any committee; (3) To fix the
compensation of directors for serving on the board or on any committee; (4) To
amend or repeal the bylaws or adopt new bylaws; (5) To amend or repeal any
resolution of the board which by its express terms is not so amendable or
repealable; (6) To make a distribution to the shareholders except at a rate or
in periodic amount or within a price range determined by the board; or (7) To
appoint other committees of the board or the members thereof.
ARTICLE VIII
NOTICES
SECTION 1. WRITING. Whenever, under the provisions of the statutes or
of the articles of incorporation or of these bylaws, notice is required to be
given to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by facsimile telecommunication. Notice to
any shareholder shall be given at the address furnished by such shareholder for
the purpose of receiving notice. If such address is not given and if no address
appears on the records of the corporation for such shareholder, notice may be
given to such shareholder at the place where the principal executive office of
the corporation is located or by publication at least once in a newspaper of
general circulation in the county in which said principal executive office is
located. If a notice of a shareholders' meeting is sent by mail it shall be sent
by first-class mail, or, in the case the corporation has outstanding shares held
of record by 500 or more persons (determined as provided in Section 605 of the
California General Corporation Law) on the record date for the shareholders'
meeting, notice may be by third-class mail.
SECTION 2. WAIVER. Whenever any notice whatever is required to be given
under the provisions of the statutes or under the provisions of the articles of
incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IX
OFFICERS
SECTION 1. OFFICERS. The officers of the corporation, except those
elected in accordance with Section 210 of the California General Corporation
Law, shall be chosen by the Board of Directors and shall be a president, a
vice-president, a secretary and a chief financial officer. The Board of
Directors may also choose additional vice-presidents, and one or more assistant
secretaries and assistant treasurers.
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SECTION 2. ELECTION. The Board of Directors, at its first meeting after
each annual meeting of shareholders, shall choose a president, one or more
vice-presidents, a secretary and a chief financial officer, none of whom need be
a member of the board.
SECTION 3. OTHER OFFICERS. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.
SECTION 4. COMPENSATION. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
SECTION 5. TERM. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the Board of Directors may be removed at any time by affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.
THE PRESIDENT
SECTION 6. DUTIES AND POWERS. The president shall be the chief
executive officer of the corporation, shall preside at all meetings of the
shareholders and the Board of Directors, shall have general and active
management of the business of the corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He shall execute
bonds, mortgage and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some officers or agent of the
corporation.
THE VICE PRESIDENTS
SECTION 7. DUTIES AND POWERS. The vice president, or if there shall be
more than one, the vice presidents in the order determined by the Board of
Directors, shall, in the absence or disability of the president, perform the
duties and exercise the powers of the president and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
SECTION 8. DUTIES AND POWERS. The secretary shall attend all meetings
of the Board of Directors and all meetings of the shareholders and record all
the proceedings of the meetings of the corporation and of the Board of Directors
in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or president,
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under whose supervision he shall be. He shall have custody of the corporate seal
of the corporation and he, or an assistant secretary, shall have authority to
affix the same to any instrument requiring it, and when so affixed, it may be
attested by his signature or by the signature of such assistant secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.
SECTION 9. ASSISTANT SECRETARIES. The assistant secretary, or if there
be more than one, the assistant secretaries in the order determined by the Board
of Directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
THE CHIEF FINANCIAL OFFICER
SECTION 10. DUTIES AND POWERS. The chief financial officer shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the Board of Directors. The chief financial officer is, for the purpose of
executing any documents requiring the signature of the "Treasurer," deemed to be
the treasurer of the corporation.
SECTION 11. DISBURSEMENT. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the president and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his transactions as chief financial officer and of the
financial condition of the corporation.
SECTION 12. BOND. If required by the Board of Directors, he shall give
the corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
SECTION 14. ASSISTANT TREASURERS. The assistant treasurers, or, if
there shall be more than one, the assistant treasurers in the order determined
by the Board of Directors, shall, in the absence or disability of the chief
financial officer, perform the duties and exercise the powers of the chief
financial officer and shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.
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ARTICLE X
CERTIFICATES FOR SHARES
SECTION 1. CERTIFICATES. Every holder of shares in the corporation
shall be entitled to have a certificate, signed by, or in the name of the
corporation by, the chairman or vice-chairman of the Board of Directors, or the
president or a vice-president and the chief financial officer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares and the class or series of shares owned by him
in the corporation. If the shares of the corporation are classified or if any
class of shares has two or more series, there shall appear on the certificate
either (1) a statement of the rights, preferences, privileges and restrictions
granted to or imposed upon each class or series of shares to be issued and upon
the holders thereof; or (2) a summary of such rights, preferences, privileges
and restrictions with reference to the provisions of the articles and any
certificates of determination establishing the same; or (3) a statement setting
forth the office or agency of the corporation from which shareholders may
obtain, upon request and without charge, a copy of the statement referred to in
item (1) heretofore. Every certificate shall have noted thereon any information
required to be set forth by the California General Corporation Law and such
information shall be set forth in the manner provided by such law.
SECTION 2. FACSIMILE SIGNATURES. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or register before such
certificate is issued, it may be issued by the corporation with the same effect
as if such person were an officer, transfer agent or registrar at the date of
issue.
SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
corporation alleged to have been lost or destroyed. When authorizing such issue
of a new certificate, the Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may prescribe such terms and
conditions as it deems expedient, and may require such indemnities as it deems
adequate, to protect the corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost or destroyed.
SECTION 4. TRANSFERS OF SHARES. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the person entitled
thereto, and the old certificate canceled and the transaction recorded upon the
books of the corporation.
SECTION 5. CLOSING OF TRANSFER BOOKS. In order that the corporation may
determine the shareholders entitled to notice of any meeting or to vote or
entitled to receive payment of any dividend or other distribution or allotment
of any rights or entitled to exercise any rights in respect of any other lawful
action, the board may fix, in advance, a record date, which shall not
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be more than 60 nor less than 10 days prior to the date of such meeting nor more
than 60 days prior to any other action.
A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting
unless the board fixes a new record date for the adjourned meeting, but the
board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.
SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessment a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or
note it shall have express or other notice thereof, except as otherwise provided
by the laws of California.
ARTICLE XI
GENERAL PROVISIONS
SECTION 1. DIVIDENDS. Subject to the provision of the articles of
incorporation relating thereto, if any, dividends may be declared by the Board
of Directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property or in shares of the capital stock, subject to any
provisions of the articles of incorporation and the California General
Corporation Law. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conductive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
SECTION 2. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
SECTION 3. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.
SECTION 4. SEAL. The corporate seal shall have inscribed thereon the
name of the corporation, the date of its incorporation and the words "Corporate
Seal, California." The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or in any manner reproduced.
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ARTICLE XI
AMENDMENTS
SECTION 1. AMENDMENTS. The bylaws may be altered, amended or repealed
or new bylaws may be adopted (a) at any regular or special meeting of
shareholders at which a quorum is present or represented, by the affirmative
vote of a majority of the stock entitled to vote, provided notice of the
proposed alteration, amendment or repeal be contained in the notice of such
meeting, or (b) by the affirmative vote of a majority of the Board of Directors
at any regular or special meeting of the board. The Board of Directors shall not
make or alter any bylaw specifying a fixed number of directors or the maximum or
minimum number of directors and the directors shall not change a fixed board to
a variable board or vice versa in the bylaws. The Board of Directors shall not
change a bylaw, if any, which requires a larger proportion of the vote of
directors for approval than is required by the California General Corporation
Law.
ARTICLE XII
DIRECTORS' ANNUAL REPORT
SECTION 1. DIRECTORS' ANNUAL REPORT. The directors shall cause to be
sent to the shareholders not later than 120 days after the close of the fiscal
year, an annual report which shall include a balance sheet as of the closing
date of the last fiscal year, and an income statement of changes in financial
position for said fiscal year. Said annual report shall be accompanied by any
report thereon of independent accountants or, if there is no such report, the
certificate of an authorized officer of the corporation that such statements
were prepared without audit from the books and records of the corporation. This
annual report is hereby waived whenever the corporation shall have less than 100
shareholders as defined in Section 605 of the California General Corporation
Law. Except when said waiver applies, the annual report shall be sent to the
shareholder at least 15 (or if sent by third-class mail, 35) days prior to the
date of the annual meeting. The annual report may be sent by third-class mail
only if the corporation has outstanding shares held by 500 or more persons (as
determined by the provisions of Section 605 of the California General
Corporation Law) on the record date for the shareholders' meeting. In addition
to the financial statements included in the annual report, the annual report of
the corporation, if it has more than 100 shareholders as defined in Section 605
of the California General Corporation Law and if it is not subject to the
reporting requirements of Section 13 of the Securities and Exchange Act of 1934,
or exempt from such registration by Section 12(g)(2) of said act, shall also
describe briefly: (1) Any transaction (excluding compensation of officers and
directors) during the previous fiscal year involving an amount in excess of
forty-thousand ($40,000) (other than contracts let at competitive bids or
services rendered at prices regulated by law) to which the corporation or its
parent or subsidiary was a party and in which any director or officer of the
corporation or of a subsidiary of (if known to the corporation or its parent or
subsidiary) any holder of more than 10 percent of the outstanding voting shares
of the corporation had a direct or indirect material interest, naming such
person and stating such person's relationship to the corporation, the nature of
such person's interest in the transaction and, where practicable, the amount of
such interest; provided, that in the case of a transaction
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with a partnership of which such person is a partner, only the interest of the
partnership need be stated; and provided further than no such report need be
made in the case of transactions approved by the shareholders under subdivision
(a) of Section 310 or the California General Corporation Law. (2) The amount and
circumstances of any indemnification or advances aggregating more than ten
thousand dollars ($10,000) paid during the fiscal year to any officer or
director of the corporation pursuant to Section 317 of the California General
Corporation Law, provided, that no such report need be made in the case of
indemnification approved by the shareholders under paragraph (2) of subdivision
(e) of Section 317 of the California General Corporation Law.
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