HomeMy WebLinkAboutRESOLUTIONS - 01012005 - 2005-327 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA
Adopted this Resolution on June 7, 2005,by the following vote:
AYES: SUPERVISORS GIOIA, PIEPHO, DESAULNIER, GLOVER AND UILKEMA
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
RESOLUTION NO. 2005/ 327
SUBJECT: Approving the Parcel Map for Minor Subdivision 01-00024, being developed by
CMS Group, LP,Alamo area. (District I11)
The following document was presented for Board approval this date:
The parcel map of Minor Subdivision 01-00024, property located in the Alamo area,
Supervisorial District III, said map having been certified by the proper officials;
Said documents were accompanied by:
1. Letter from the County Tax Collector stating that there are no unpaid County taxes
heretofore levied on the property included in said map and that the 2004-2005 tax
lien has been paid in full and that the 2005-2006 tax lien,which became a lien on the
first day of January 2005,is estimated to be$21,300.00.
2. Security to guarantee the payment of taxes, as required by Title 9 of the County
Ordinance Code, in the form of a surety bond,No. 8692605, issued by Developers
Surety and Indemnity Co. with CMS Group LP as principal, in the amount:
$21,300.00, guaranteeing the payment of the estimated tax.
I hereby certify that this is a true and correct copy of an
Originator:Public Works(ES) action taken and entered on the minutes of the Board of
Contact: S.Gospodchikov(313-2315)
G:1GrpData\EngSvc1BO12005U15-07WS 01-00024 BO-14.doe Supervisors on the date shown.
LS:rm
cc: Current Planning,Community Development
CMS Group LP ATTESTED. .JUNE 070, 200
40 Camino Monte sal JOHN SWEETEN, Clerk of the Board of Supervisors and
Alamo,CA 94507
Arta:Lea Steffen County Administrator
Developers Surety&Indemnity Co.
2999 Oak Road,Ste 420
Walnut Creek,CA 94597 By4441,�tL— ,Deputy
First American Title
1355 Willow Way,#100
Concord,CA 94520
Atm:Barbara Pinto(925)355-7007
Attn:Bernadette(925)355-7008
RESOLUTION NO.2005/ 327
SUBJECT: Approving the Parcel Map for Minor Subdivision 01-00024,being developed by
CMS Group, LP, Alamo area. (District III)
DATE: June 7,2005
PAGE: 2
NOW, THEREFORE, THE FOLLOWING IS RESOLVED:
1. That said subdivision, together with the provisions for its design and improvement, is
DETERMINED to be consistent with the County's general and specific plans.
2. That said parcel map is APPROVED and this Board does not accept or reject on behalf
of the public any of the streets,paths or easements shown thereon as dedicated to public
use.
RESOLUTION NO. 2005/327
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. ., - �.0. «.MA�. 5/9105 FATCO $42 01-0024
Tax Collector's Office William J.Pollaeek
625 Court Street Contra County Treasurer-Tax Collector
Finance Building,Room 100
P.O.Box 631 Russell V.Watts
Martinez,California 94553- Costa Chief Deputy Treasurer-Tax Collector
0063
(925)646-4122 County Joslyn Mitchell
(925)646-4135 FAX Tax Operations Supervisor
t'
Date: 5/9/2005
IF THIS TRACT;IS NOT FILED PRIOR TO THE DATE TAXES ARE OPEN FOR
COLLECTION (R&T CODE 2608) THIS LETTER IS VOID.
This will certify that I have examined the map of the proposed subdivision entitled:
Tract/MS# City T.R.A.
01-0024 ALAMO 66409
Parcel#: 193-020-003-3
and have determined from the official tax records that there are no unpaid County taxes heretofore
levied on the property included in the map.
The 2004-2005 tax lien has been paid in full. Our estimate of the 2005-2006 tax lien, which
became a lien on the first day of January, 2005 is $21,300.00
This tract is not subject to a 1915 Act Bond. If subject to a 1915 Act Bond, the original principal
to calculate a segregation is
The amount calculated is void 45 days from the date of this letter, unless this letter
is accompanied with security approved by the Contra Costa County Tax Collector
_Subdivision bond must be presented to the County Tax Collector for review and approval of
adectuacy of security prior to r7linq with the Clerk of the Board of Supervisors.
WILLIAM J. POLLACEK,
Treasurer-Tax C II or
f
By:
LRLVCIPAL TITLE COMPANY SI7RETY
CMS Group LP First American 11fle Co. Developers Surety and Indemnity
40 Camino Monte Sol 1355 Willow Way,#100 Company
Alamo,CA 94507 Concord,Ca 94520 2999 Oak Road, Ste. #420
Attn:Yeo Steffen Attn.:Barbara Pinto Walnut Creek, CA 94597
Phone;925-935-1918 Phase: 925-356-7007 Phone• 925-295-3190
FATCO#1565602
Tax year 200512006 Bond No. : 8692605
BOND AGAINST TAXES Premium: $511.20
KNOW ALL MEN BY THESE PRESENTS:
TH'A'I`, CMS Grow LP a California Limited Partnershjn as principal and.
(Surety) Developers Surety and Indemnity Company -- ,a corporation
organized and existing under the laws of the State of Iowa and
authorized to transact surety business in California as surety are held and firmly bound
unto the County of Contra Cost$. State of Calif Omia,in the penal sum of
Twenty One Thousand,Three Hundred Dollars($21.300.00).to be paid to said
County of Contra Costafor the payment of which will and truly be made,we and each
of us bind ourselves,our heirs,executors,administrators and successors,jointly and
severally,firmly by these presents.
Sealed with our Seals and dated this 12th day of
May 2005.
The conditions of the above obligation is such that WHEREAS,the above bounded
principal is about to file a map entitled Parcel Map MS 01-0024 and covering a
subdivision of a tract of land in said County of Contra Costa and there are certain liens
for takes and special assessments collected as taxes,against the said tract of land covered
by said map,which taxes and special assessments collected as taxes,are not as yet due or
payable.
NOW,THEREFORE,if the said Principal,shall pay all of the taxes and special
assessments collected as taxes which are a lien against said tract of land covered by said
map, at the time of the filing of said map of said tract,then this obligation shall be void
and of no effect,otherwise it shall remain in full force and effect.
CMS Group LP.
a Calffornia Limited Partnership Developers Surety and Indemnity Company
I3y: o Monte Sol,Inc + /
Partner BY
{ Sur ty Janine Fr sk
Attorney—in a
P t DATE: b kl .r._.
BOND REV EWED AND APPROVlJ')
CONTRA COSTA COUNTY
(notary acknowledgment attached) TREAS 'R 'r COLLECTOR
NOTARY ACKNOWLEDGMENT
STATE OF CALIFORNIA )ss
COUNTY OF ) Sae Attached Acknowledgment
On ,before me, ,a Notary Public in and for said
State,personally appeared personally known to
me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are
subscribed to the within instrument and acknowledged to me that he/shelthey executed the same in
his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s)or
the entity upon behalf of which the person(s)acted,executed the instrument.
WrINESS my hand and official seal.
Signature
My Commission Expires:
Notary Name: Notary Phone:
Notary Registration Number: County of Principal Place of Business:
NOTARY.9LK(Rev 8184)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
ss.
County of CONTRA COSTA
On May 12,_2005 before me, M. A. ATWATER, NOTARY PUBLIC
Date Name and title of officer(e,g.,Jane Doe,Notary PubiLl
personally appeared JANINE FRISK ,
Name(s)of Signers)
0 personally known to me
0 proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) Ware subscribed
to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their
M.&A1wAJER signature(s) on the instrument the person(s), or the
Commhsfon#1s5221$ entity upon behalf of which the person(s) acted,
NOW PUbIllc- executed the instrument.
Contm Costa Cm"
12,
WITNESS my hand and official seal.
Place Notary Seal Above �� �� / ,t✓/ (lj�
Signature of Notary Public
OPTIONAL
Though the Information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s)Other Than Named Above:
Capecity(les) Claimed by Signer(s)
Signer's Name: Signer's fume:
❑ individual ❑ Individual
❑ Corporate Officer—Title(s): ❑ Corporate Officer----Title(s):
❑ Partner—❑ Limited ❑General ❑ Partner—❑ Limited ❑General _..
9 Attorney in fact * ❑ Attorney in Fact
El Trustee
Top of thumb here y Top of thumb here
ED Trustee
❑ Guardian or Conservator ❑ Guardian or Conservator
❑ Other. ❑ Other:
Signer is Representing: Developtrs Signer is Representing:
Surety and Indemnity
_Company
0 2004 National Notary Association+9350 De Soto Ave.,P.O.Box 2402+Chatsworth,CA 91313-2402 Item No.5907 Reorder:Call Toll-Free 1-800-876-6827
POWER OF ATTORNEY FOR
DEVELOPERS SURETY AND INDEMNITY COMPANY
INDEMNITY COMPANY OF CALIFORNIA
PO BOX 19725,IRVINE,CA 92623 (949)263-3300
KNOW ALL MEN BY THESE PRESENTS,that except as expressly limited,DEVELOPERS SURETY AND INDEMNI'T'Y COMPANY and INDEMNITY
COMPANY OF CALIFORNIA,do each,hereby make,constitute and appoint:
***Frank R. Olsson, Gordon J. Fischer, Dennis J. Woodard, Janine Frisk, jointly or severally***
as their true and lawful Attorneys)-in-Fact,to make,execute,deliver and acknowledge,for and on behalf of said corporations,as sureties,bonds,undertakings
and contracts of suretyship giving and granting unto said Attorney(s)-in-Fact full power and authority to do and to perform every act necessary,requisite or proper
to be done in connection therewith as each of said corporations could do,but reserving to each of said corporations full power of substitution and revocation,and
all of the acts of said Attorney(s)-in-Fact,pursuant to these presents,are hereby ratified and confirmed.
This Power of Attorney is granted and is signed by facsimile under and by authority of the following resolutions adopted by the respective Board of Directors of
DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA,effective as of November 1,2000:
RESOLVED,that the Chairman of the Board,the President and any Vice President of the corporation be,and that each of them hereby is,authorized to
execute Powers ofAttorney,qualifying the attorney(s)named in the Powers of Attorney to execute,on behalf of the corporations,bonds,undertakings and contracts
of suretyship;and that the Secretary or any Assistant Secretary of the corporations be,and each of them hereby is,authorized to attest the execution of any such
Power ofAttomey;
RESOLVED,FURTHER,that the signatures of such officers may be affixed to any such Power of Attorney or to any certificate relating thereto by
facsimile,and any such Power of Attorney or certificate bearing such facsimile signatures shall be valid and binding upon the corporation when so affixed and in
the future with respect to any bond,undertaking or contract of suretyship to which it is attached.
IN WITNESS WHEREOF,DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA have severally caused
these presents to be signed by their respective Executive Vice President and attested by their respective Secretary this i st day of February,2005.
au,mm�pq
By: Ciljaz:�-
or "'A AND�,' O ,PANYat`
David H.Rhodes,Executive Vice-President0*4 �Cr O�Pop
_- lui
OCT. = OCT.5 o a
10 r> UA 1967
By; o 19 3 6a o ��<IFO�����Z
Walter A.Crowell,Secretary
STATE OF CALIFORNIA )
)SS.
COUNTY OF ORANGE )
On February 1,2005,before me,Nita Q Hiff neyer,personally appeared David H.Rhodes and Walter A.Crowell,personally known to me(or proved
to me on the basis of satisfactory evidence)to be the persons whose names are subscribed to the within inshvment and acknowledged to me that they executed the
same in their authorized capacities,and that by their signatures on the instrument the entity upon behalf of which the persons acted,executed the histrument.
WITNESS my hand and official seal. rMYii
NnA 0.HWMEER
iXTP #1543481
I17lU® C ( l
Signature OPANOE CO
Nly oonaa Jan.t fI=
CERTIFICATE
The undersigned,as Executive Vice-President,of DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF
CALIFORNIA,does hereby certify that the foregoing Power of Attorney remains in full force and has not been revoked,and furthermore,that the provisions of
the resolutions of the respective Boards of Directors of said corporations set forth in the Power of Attorney,are in force as of the date of this Certificate.
This Certificate is executed in the City of Irvine,California,the 12 t h day of May 2005
By
David L.Kerrigan,Executive Vice-President
ID-1380(Rev.2/05)
kECU Vf ",
papffbnant of Co Ilse Only) Deperhymint of Corpora 'F�ie'k.0 i+�'c;'P
FReceo ee P� Insert 5immtw(a)Of s,Filings
� #a
Before the Departnerd if arty.
FE $25. $35.00 $50.00 $150.00 .04 MAY 1-9A 9 :51
Circle the appropriate amount .See Corporations Code Section 25608(c),and note below.
(Mots.Pursuant to Corporations Code Section 256OL3(See Co mrissionVs Release No.115-C dated Otcember 6,2001},the maximum tiling
fee assoclats l with the Corporations Code Section 25102(f)notice has been reduced from 5300 to$150,effective January 1,20021
COMMISSIONER OF CORPORATIONS
STATE OF CALIFORNIA
NOTICE OF TRANSACTION PURSUANT TO CORPORATIONS CODE SECTION 25102(f)
A Check One: Transaction under (X) Section 25102(f) ( ) Rule 260.103
1. Name of issuer: CAMINO MONTE SOL, INC.
2. Address of Issuer 70 STONINGTON COURT DANVILLE
Street City State ZIP
Mailing Address: 70 STONINGTON COURT _ DANVILLE CA 94526
Street City State Zip
3. Area Code and Telephone Number. 925-937-7646
4. Issuer's state(or other jurisdiction) of incorporation or organization: CALIFORNIA
5. Title of class or classes of securities sold In transaction: _ COMMON
6. The valise of the securities sold or proposed to be sold in the transaction, determined in accordance with
Corporations Code Sec.25608(g) in connection with the fee required upon filing this notice, is (fee based
on amount shown in tine(alt)under Total Offering):
Califoml Total Offerina
(a)(1} in money $ 2100 2,000
(i1) in considotton other than money $ $
(its) total of(I)and (ii) $ $ OOCI"
(b) ( ) Change in rights,preferences, privileges or restrictions o€or on outstanding securities.
($25.00 fee) (See Rule 260.103.)
7. Type of filing under Securities Act of 1933, if applicable:
8. Date of Notice: Zo CAMLo
INC-
Issuer
()G Check 9 issuer already has a consent to service
of process on€ala with the Commissioner. u razed Signature on behalf of Issuer
LEONARD J. STEN. PRFSTT}RNT
Print name and title of signatory
Name,Address and Phone Number of contact person:
CHARLES A. LEE 925-254-34;5Q
ONE HATES SVD., #300— o�
ORINDA, CA 94563
Instruction: Each Issuer(other than a California Corporation) filing a notice under Section 25102(f) must file a
Consent to service process(Form 260.165),unless it already has a consent to service on file with the Commissioner.
260.102.14(c) Rev, 01102
State of 'California
Kevin Shelley
a' m
Secretary of State
STATEMENT OF INFORMATION
(Domestic Stock Co oration
IMPORTANT-READ INSTRUCTIONS BEFORE COMPS ETINi;'TIS ORM ��DOR6LED � �.��
1 CORPORATE NAME: (Please do not alter If name is preprinted)) In ft office Of ft Secretary Of State
of the State of California
DUE DATE. OCTOBER 7, 2003 1 .19 OCT 0 6 2003
KEVIN SHELLEY
CAMINO MONTE SOL, INC. Secretary of State
_ This Space For Filing Use Only
��
CALIFORNIA CORPORATE'DISCLOSURE ACT(Corporations Cotte Section 1502)
2, [] CHECK HERE IF THE CORPORATION IS PUBLICLY TRADED. IF PUBLICLY TRADED, COMPLETE THIS STATEMENT OF INFORMATION AND THE
CORPORATE DISCLOSURE STATEMENT(FORM SI-PTSUPP). SEE ITEM 2 OF INSTRUCTIONS.
COMPLETE ADDRESSES FOR THE FOLLOWING (Do not abbreviate the name trf the sRg: Items 3 and 4 cannot be"ii0'8oxb&).
3. STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE CITY AND STATE ZIP CODE
70 STONINGTON COURT _ DANVILLE CA 94526
4.
STREET ADDRESS OF PRINCIPAL BUSINESS OFFICE IN CALIFORNIA.IF ANY CITY --- STATE ZIP CODE
_ 70 STONINGTON COURT DANVILLE CA 94526
5. MAILING,ADDRESS CITY AND STATE _ ZIP CODE
70 STONINGTON COURT DANVILLE CA 94525
4MES AND COMPLETE ADDRESSES OF THE FOLLOWING OFFICERS. iTls+s corperatlon must Have these throe =rstperable trti+a fie
specific officer may be added;however, lease do not atter the "
y pnipririted title on this � ttt.)-'.. -
B. CHIEF EXECUTIVE OFFICER] ADDRESS CITY AND STATE ZIP CODE
LEONARD J. STEFFEN 70 STONINGTON COURT DANVILLE, CA 94526
7. SECRETARY[ ADDRESS CITY AND STATE ZIP CODE
JON SANTACROCE 70 STONINGTON COURT DANVILLE CA 94526
8. CHIEF FINANCIAL OFFICER/ ADDRESS CITY AND STATE ,ZIP CODE
LEONARD J. STEFFEN 70 STONINGTON COURT DANVILLE CA 94526
NAMES AND COMPLETE ADDRESSES OF ALL DIRECTORS. INCLUDING]DIRECTORS WHO AREALSO)E3FFiCERS (t11lr�tic�n :rim'
have at least one director. Attach additional pages,if necessary.) :A s
9. NAME ADDRESS CITY AND STATE ZIP CODE
LEONARD J. STEFFEN 70 STONINGTON COURT DANVILLE, CA 94526
10, NAME ADDRESS CITY AND STATE ZIP CODE:
JOANNE STEFFEN 70 STONINGTON COURT _ DANVILLE, CA 94526
11. NAME ADDRESS CITY AND STATE ZIP CODE
JON SANTACROCE 70 STONINGTON COURT DANVILLE CA 94526
12, NUMBER OF VACANCIES ON THE BOARD OF DIRECTORS,IF ANY'
C
THE AGENT FCR SERVECE CIF:I7RC7CESS(tf sn indlviduref,�i�e.pttrson:narrt>sd
13. CHECK THE APPROPRIATE PROVISION BELOW AND NAME THE AGENT FOR SERVICE OF PROCESS
[ X] AN INDIVIDUAL RESIDING IN CALIFORNIA.
[ I A CORPORATION WHICH HAS FILED A CERTIFICATE PURSUANT TO CALIFORNIA CORPORATIONS CODE SECTION 1505.
AGENT'S NAME LEONARD J. STEFFEN
14. ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA,IF AN INDIVIDUAL CITY STATE ZIP CODE
70 STONINGTON COURT DANVILLE CA 94526
15. DESCRIBE THE TYPE OF BUSINESS OF THE CORPORATION m _
REAL PROPERTY DEVELOPMENT
u. THE CORPORATION CERTIFIE=S THE INFORMATION CONTAINED HEREON,S ! G ANY ATTACHMENTS,IS TRUE AND CORRECT ( X j YES
LEONARD J. S i EF'FyN ✓ PRESIDENT 9
TYPE OR PRINT NAIViE OF OFF`CER OR AGENT 5i T RE TITLE DATE
SI-200 C(REV 01/2003) IF
3x "
r
t
ta
Te.
ti-
SECRETARY OF STATE
9 Kevin hell , Secretary ary o at -y.-.he State o
California, hereby certffy
That the attached transcyipt ofW: � pages) I-ias
been compared with the irecoi-d on file in this office, of
which it purports to be a copN
and that it is fulltrue
and correct. I execute this
certificate and affix the great Seal o
the Stets of California this day of
{{
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ENDORSED FILED
in th$offrae of they Secro,sty
Of thJULtate:Of C`•a)!toffj�a
a3ti. 72003
KEVIN SHELLE.Y
Secretaryof
ARTICLES OF INCORPORATION
OF
CAMINO MONTE SOL, INC.
I
The name of this corporation is CAMINO MONTE SOL, INC.
II
The purpose of this corporation is to engage in any lawful act
or activity for which a corporation may be organized under the
General ' Corporation Law of California other than the banking
business, the trust company business or the practice of a
profession permitted to be incorporated by the California
Corporations Code.
z�l
The name and address in the State of California of this
corporat'ion' s initial agent for service of process is:
Leonard J. Steffen
70 Stonington Court
Danville, CA 94526
IV
This corporation is authorized to issue only one Mass of
shares of stock; and the total number of shares which this
corporation is authorized to issue is 10, 000 shares.
V
The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.
1
VI
The corporation is authorized to indemnify the directors and
off icers ''of the corporation to the fullest extent permissible under
California law.
LEOJiAR� J. STEFFEN, Incorporator
2
BYLAWS OF
CAMINO MONTE SOL, INC,
A California Corporation
ARTICLE I
SHAREHOLDERS' MEETINGS
Section 1. TIME. An annual meeting for the election of directors and
for the transaction of any other proper business shall be held on the
date and at the time as the Board of Directors shall from time to
time fix. The date and time for the election of directors and for the
transaction of any other proper business hereby is fixed as:
Time of Meeting: 10 o'clock A M.
Date of Meeting: let business day u 3y
Section 2. PLACE. Annual meetings and any special meetings shall be
held at such place, within or without the State of California, as the
Directors may, from time to time, fix. whenever the Directors shall
fail to fix such place, the meetings shall be held at the principal
executive office of the corporation.
Section 3. CALL. Annual meetings may be called by the Directors, by
the Chairman of the Board, if any, 'Nice Chairman of the Board, if
any, the President, if any, the Secretary, or by any officer
instructed by the Directors to call the meeting. Special 'meetings may
be called in .like manner and by the holders of shares entitled to
cast not less than ten (10) percent of the votes at the meeting being
called.
Section4. NOTICE. Written notice stating the place, day and hour of
each meeting, and, in the case of a special meeting, the general
nature of the business to be transacted or, in the case of an Annual
Meeting, those matters Which the Board of Directors, at the time of
mailing of the notice, intends to present for action by the
shareholders, shall by given not less than ten days (or not less than
any such other minimum period of days as may be prescribed by the
General Corporation Law) or more than sixty (60) days (or more than
any such maximum period of days as may be prescribed by the General
Corporation Law) before the date of the meeting, by mail., personally,
or by other means of written communication, charges prepaid by or at
the direction of the Directors, the President, if any, the Secretary
or the officer or persons calling the meeting, addressed to each
shareholder at his address appearing on the books of the corporation
or given by ''him to the corporation for the purpose of notice, or, if
no such address appears or is given, 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 the said principal executive office is located.
Such notice shall be deemed to be delivered when deposited in
the United States mail with first class postage therein prepaid, or
sent by other means of written communication addressed to the
BYLAWS
I
shareholder at his address as it appears on the stock transfer books
of the corporation. The notice of any meeting at which directors are
to be elected shall include the names of nominees intended, at the
time of notice to be presented by management for election. At an
annual meeting of shareholders, any matter relating to the affairs of
the corporation, whether or not stated in the notice of the meeting,
may be brought up for action except matters which the General
Corporation Law requires to be stated in the notice of the meeting.
The notice of any annual or special meeting shall also include, or be
accompanied by, any additional statements, information, or documents
prescribed by the General Corporation Law. When a meeting is
adjourned to another time or place, notice of the adjourned meeting
need not be given if the time and place thereof are announced at the
meeting at which the adjournment is taken; provided that, if after
the adjournment a new record date is fixed for the adjourned meetingr
a notice of the adjourned meeting shall be given to each shareholder.
At the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting.
Section 5. CONSENT. The transaction of any meeting, however called and
noticed, and wherever held, shall be as valid as though had a meeting
duly held after regular call and notice, if a quorum is present and
if, either before or after the meeting, each of the shareholders or
his proxy signs a written waiver of notice or a. consent to the
holding of the meeting or an approval of the minutes thereof. All
such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Attendance of a person at a meeting constitutes a waiver of notice of
such meeting, except when the person objects, at the beginning of the:
meeting, to the transaction of any business because the meeting is
not lawfully called or convened and except that attendance at a
meeting shall not constitute a waiver of any right to object to the
consideration of matters required by the General Corporation Law to
be included in the notice if such objection is expressly made at the
meeting. Except as otherwise provided in subdivision (f) of Section
601 of the General Corporation Law, neither the business to be
transacted at nor the purpose of any regular or special meeting need
be specified in any written waiver of notice.
Section 6. CONDUCT OF MEETING. Meetings of the shareholders shall be
presided over by one of the following officers in the order of
seniority and if present and acting -- the Chairman of the Board, if
any, the Vice-Chairman of the Board, if any, the President, if any, a
Vice-President, or, if none of the foregoing is in office and present
and acting, by a chairman to be chosen by the shareholders. The
Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, butr if neither
the Secretary nor an Assistant Secretary is present, the Chairman of
the meeting shall appoint a secretary of the meeting.
Section_7. PROXY REPRESENTATION. Every shareholder may authorize
another person or persons to act as his proxy at a meeting or by
written action. No proxy shall be valid after the expiration of
eleven months from the date of its execution unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure
of the person executing it prior to the vete or written action
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2
pursuant thereto, except as otherwiseif provided by the General
corporation Law. As used herein, a proxy shall be deemed to mean a
written authorization signed by a shareholder or a shareholder's
attorney in fact giving another person or persons power to vote or
consent in writing with respect to the shares of such shareholder,
and "Signed" as used herein shall be deemed to me an the placing of
such shareholder's name can the proxy, whether by manual signature,
typewriting, '' telegraphic transmission or otherwise by such
shareholder or such shareholder's attorney in fact. Where applicable,
the form of any proxy shall comply with the provisions of Section 604
of the General Corporation Law.
section 8. INSPECTORS - APPOINTMENT. In advance of any meeting, the
Board of Directors may appoint inspectors of election to act at the
meeting and any adjournment thereof. If inspectors of election are
not so appointed, or, if any persons so appointed fail to appear or
refuse to act, the Chairman of any meeting of shareholders may, and
on the request of any shareholder or a shareholder's proxy shall,
appoint inspectors of election, or persons to replace any of those
who so fail or refuse, at the meeting. The number of inspectors shall
be either one or three. If appointed at a meeting on the request of
one or more shareholders or proxies, the majority of shares
represented shall determine whether one or three inspectors are to be
appointed.
The inspectors of election shall determine the number of shares
outstanding and the voting power of each, the shares represented at
the meeting,' the existence of a quorum, the authenticity, validity,
and effect of proxies, receive votes, ballots, if any, or consents,
hear and determine all challenges and questions in any way arising in
connection with the right to vote, count and tabulate all votes or
consents, determine when the polls shall close, determine the result,
and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders. If there are three inspectors of
election, the decision, act, or certificate of a majority shall be
effective in all respects as the decision, act, or certificate of
all.
section 9. SUBSIDIARY CORPORATIONS. Sharer of this corporation owned
by a subsidiary shall not be entitled to vote on any matter. A
subsidiary for these purposes is defined as a corporation, the shares
of which possessing more than 25% of the total combined voting power
of all classes of shares entitled to vote, are owned directly or
indirectly through one or more subsidiaries.
Section 10. QUORUM; VOTE; WRITTEN CONSENT. The holders of a
majority of the voting shares shall constitute a quorum at a meeting
of shareholders for the transaction of any business. The shareholders
present at a' duly called or held .meeting at which a quorum is present
may continue to do business until adjournment notwithstanding the
withdrawal of enough shareholders to leave lessthan a quorum if any
action taken, other than adjournment, is approved by at least a
majority of the shares .required to constitute a quorum. in the
absence of a quorum, any meeting of shareholders may be adjourned
from time to time by the vote of a majority of the shares represented
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thereat, but no other business may be transacted except as
hereinbefore provided.
in the 'election of directors, a plurality of the votes cast
shall elect. No shareholder shall be entitled to exercise the right
of cumulative voting at a meeting for the election of directors
unless the candidate's name or the candidates ' names have been placed
in nomination prior to the voting and the shareholder has given
notice at the meeting prior to the voting of the shareholder's
intention to 'cumulate the shareholder's votes. If any one shareholder
has given such notice, all shareholders may cumulate their votes for
such candidates in nomination.
Except as otherwise provided by the General corporation Law, the
Articles of 'i Incorporation or these Bylaws, any action required or
permitted to be taken at a meeting at which a quorum is present shall
be authorized by the affirmative vote of a majority of the shares
represented at the meeting.
Except in the election of directors by written consent in lieu
of a meeting, and except as may otherwise be provided by the General
corporation Law, the .Articles of Incorporation or these Bylaws, any
action whichmay be taken at any annual or special meeting 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
holders of 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.
Directors may not be elected by written consent except by unanimous
written consent of all shares entitled to vote for the election of
directors. Notice of any shareholder approval pursuant to Section
3101, 317, 1201 or 2007 without a meeting by less than unanimous
written consent shall begiven at least ten days before the
consummation' of the action authorized by such approval, and prompt
notice shall' be given of the taking of any other corporate action
approved by shareholders without a meeting by less than unanimous
written consent to those shareholders entitled to vete who have not
consented in writing.
Section 11. BALLOT. Elections of directors at a meeting need not be
by ballot unless a shareholder demands election by ballot at the
election and before the voting begins. In all other matters, voting
need not be by ballot.
Section 12. SHAREHOLDERS ' AGREEMENTS. Notwithstanding the above
provisions in the event this corporation elects to become a close
corporation, an agreement between two or more shareholders thereof,
if in writing and signed by the parties thereof, may provide that in
exercising any voting .rights the shares held by them shall be voted
as provided therein or in Section 746, and may otherwise modify these
provxsl.ons as to shareholders ' meetings and actions.
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4
ARTICLE II
BOARD OF DIRECTORS
Section 1. FUNCTIONS. The business and affairs of the corporation
shall be managed and all corporate powers shall be exercised by or
under the direction of its Board of Directors. The Board of Directors
may delegate the management of the day-to-day operation of the
business of the corporation to a management company or other person,
provided that the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised under the
ultimate direction of the Board of Directors. The Board of Directors
shall have authority to fix the compensation of directors for
services in any :Lawful capacity.
Each director shall perform the duties of a director, including
duties as a' member of any committee of the board upon which the
director may serve in good faith, in the manner such director
believes to be in the best interests of the corporation and its
shareholders' and with such care, including reasonable inquiry, as an
ordinary prudent person in a like position would use under similar
circumstances. (Section 309) .
Section 2. EXCEPTION FOR CLOSE CORPORATION. Notwithstanding the
previsions of Section 1, in the event that this corporation shall
elect to become a close corporation as defined in Section 1861, its
shareholders'' may enter into a Shareholders' Agreement as provided in
section 300(b) . Said Agreement may provide for the exercise of
corporate powers and the management of the business and affairs of
this corporation by the shareholders, provided however such agreement
shall, to the extent and so Long as the discretion or the powers of
the Board in its management of corporate affairs is controlled by
such agreement, impose upon each shareholder who is a party thereof,
liability for managerial acts performed or omitted by such person
pursuant thereto otherwise imposed upon Directors as provided in
Section 300(d) .
Section 3.QUALIFICATIONS AND NUMBER. A director need not be a
shareholder of the corporation, a citizen, of the United States, or a
resident of the State of California. The authorized number of
directors constituting the Board of Directors until further changed
shall be 'three ( 3 ) . Thereafter, the authorized number of
director; constituting the Board shall be at least three provided
that, whenever the corporation shall have only two shareholders, the
number of directors may be at least two, and, whenever the
corporation shall have only one shareholder, the number of directors
may be at least one. Subject to the foregoing provisions, the: number
of directors may be changed from time to time by an amendment of
these Bylaws adopted by the shareholders. Any such amendment reducing
the number of directors to fewer than five cannot be adapted if the
votes cast 'against its adoption at a meeting or the shares not
consenting in writing in the case of action by written consent are
equal to more than sixteen and two--thirds percent of the outstanding
shares. No decrease in the authorized number of directors shall have
the effect of shortening the term of any incumbent director.
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Section 4. ELECTION AND TERM. The initial Beard of Directors shall
consist of the persons elected at the meeting of the incorporator,
all of whom shall hold office until the first annual meeting of
shareholders and until their successors have been elected and
qualified., or until their earlier resignation or removal from office.
Thereafter, directors who are elected to replace any or all of the
members of the initial. Board of Directors or who are elected at an
annual meeting of shareholders, and directors who are elected in the
interim to fill vacancies, shall. hold 'office until the next annual
meeting of shareholders and until their successors have been elected
and qualified, or until their earlier resignation, removal from
office, or death. In the interim between annual meetings of
shareholders or of special meetings of shareholders called for the
election of ' directorsf any vacancies in the Board of Directors,
including vacancies resulting from an increase in the authorized
number of directors which have not been filled by the shareholders,
including any other vacancies which the General Corporation Law
authorizes directors to fill, and .including vacancies resulting from
the removal of directors which are not filled at the meeting of
shareholdersat which any such removal has been effected, if the
Articles of incorporation or a Bylaw adopted by the shareholders so
provides, may be filled by the vete of a majority of the directors
then in office or of the sole remaining director, although less than
a quorum exists. Any director may resign affective upon giving
written notice to the Chairman of the Board, if any, the President,
the Secretary or the Board of Directors, unless the notice specifies
a later time for the effectiveness of such resignation. if the
resignation is effective at a future time, a successor may be elected
to the office when the resignation becomes effective.
The shareholders may elect a director at any time to fill any
vacancy which the directors are entitled to fill, but which they have
not filled. Any such election by written consent shall require the
consent of a', majority of the shares.
Section 5. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS. The corporation may indemnify any Director, Officer, agent or
employee as to those liabilities and on those terms and conditions as
are specified in Section 317. In any event, the corporation shall
have the right to purchase and maintain .insurance on behalf of any
such persons'' whether or not the corporation would have the power to
indemnify such person against the liability insured against.
Section 6. MEETING:.
TIME. Meetings shall be held at such time as the Board shall
fix, except that the first meeting of a newly elected Board shall be
held as soon after its election as the directors may conveniently
assemble.
PEACE. Meetings may be held at any place, within or without the
State of California, which has been designated in any notice of the
meeting, or,l if not stated :in said notice, or, if there is no notice
given, at the place designated by resolution of the. Board of
Directors.
REGULAR'' MEETINGS. Regular meetings shall be held .at the corpor-
ate office on the same date as the annual shareho.ldersy meeting, i . e. ,
1st business day in Juli , a t 11 .'l M BYLAWS
m 6
CALL. Meetings may be called by the Chairman of the Board, if
any and acting, by the Nice Chairman of the Board, if any, by the
President, if any, by any vice President or Secretary, or by any two
directors.
NOTICE AND WAIVER THEREOF. No notice shall be required for
regular meetings for which the time and place have been fixed by the
Board of Directors. Special meetings shall be held upon at least four
days ' noticeby mail or upon at least forty-eight hours ' notice
delivered personally or by telephone or telegraph. Notice of a
meeting need' not be given to any director who signs a waiver of
notice, whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the
Zack of notice to such director. A notice or waiver of notice need
not specify the purpose of any regular or special meeting of the
Board of Directors.
Section 7 . SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION. In the
event only one director is required by the Bylaws or Articles of
Incorporation, then any reference herein to notices, waivers,
consents, meetings or ether actions by a majority or quorum of the
directors shall be deemed to refer to such notice, waiver, etc. , by
such sole director, who shall have all the rights and duties and
:shall be entitled to exercise all of the powers and shall assume all
the responsibilities otherwise herein described as given to a Board
of Directors.
Section 8. QUORUM AND ACTION. A majority of the authorized number of
directors shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided such majority
shall constitute at least either one-third of the authorized number
of directors' or at least two directors, whichever is larger, or
unless the authorized number of directors is only one. A majority of
the directors present, whether or not a quorum is present, may
adjourn any ''meeting to another time and place. If the meeting is
adjourned for more than twenty-four hours, notice of any adjournment
to another time or place shall be given prior to the time of the
adjourned meeting to the directors, if any, who were not present at
the time of the adjournment. Except as the Articles of incorporation,
these Bylaws'' and the General Corporation Law may otherwise provide,
the act or decision done or made by a majority of the Directors
present at a meeting duly held at which a quorum is present shall be
the act of the Board of Directors. Members of the Board of Directors
may participate in a meeting through use of conference telephone or
similar communications equipment, so bong as all members
participating in such meeting can hear one another, and participation
by such use shall be deemed to constitute presence in person at any
such meeting.
A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors,
provided that any action which may be taken is approved by at least a
majority of the required quorum for such meeting.
BYLAW
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Section 9. CHAIRMAN OF THE MEETING. The Chairman of the Board., if any
acting, the Vice Chairman of the Board, if any and
and if present and
if present and acting, shall preside at all meetings. Otherwise, the
President, if any and present and acting, ar any director chosen by
the Board, shall preside.
Section 10. REMOVAL OF DIRECTORS. The entire Board of Directors or
any individual director may be .removed from office without cause by
approval of the holders of at least a majority of the shares
provided, that unless the entire Board is removed, an individual
director shall not be removed when the votes cast against such
removal, or not consenting In writing to Such removal, would be
sufficient to elect such director if voted cumulatively at an
election of directors at which the same total number of votes were
cast, or, if such action is taken by written consent, in lieu of a
meeting, all shares entitled to vote were voted, and the entire
number of directors authorized at the time of the director's most
recent election were then being elected. If any or all directors are
so removed, new directors may be elected at the same meeting or by
such written' consent. The Board of Directors may declare vacant the
office of any director who has been declared of unsound mind by an
order of court or convicted of a felony.
Section1.1 . COMMITTEES. The Board of Directors, by resolution adopted
by a majority of the authorized number of directors, may designate
one or more committees, each consisting of two or more directors to
serve at the pleasure of the Board of Directors. The Board of
Directors may designate one or more directors as alternate members of
any such committee, who may replace any absent member at any meeting
of such committee. Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have all the authority of
the Board of Directors except such authority as may not be delegated
by the provisions of the General Corporation Law.
Section 12. INFORMAL ACTION. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held,
shall, be as valid as though had at a meeting duly held after regular
call and notice, if a quorum is present and if, either before or
after the meeting each of the directors not present signs a written
waiver of notice, a consent to holding the meeting, or an approval of
the minutes thereof. All such waivers, consents, or approvals shall
be filed with the corporate records or made a part of the minutes of
the meeting. '
Section 13. WRITTEN ACTION. Any action required or permitted to be
taken may be taken without a meeting if all of the members of the
Board of Directors shall individually or collectively consent in
writing to such action. Any such written consent or consents shall be
filed with the minutes of the proceedings of the Board. Such action
by written consent shall have the same force and effect as a
unanimous vote of such directors.
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8 m
ARTICLE III
OFFICERS
Se _ction1. OFFICERS. The officers of the corporation shall be a
chairman of the Board or a President or both, a Secretary and a Chief
Financial officer. The corporation may also have, at the discretion
of the Board of Directors, one or more Vice Presidents, one or more
Assistant Secretaries and such ether officers as may be appointed in
accordance with the provisions . of Section 3 of this Article. One
person may held two or more offices.
Section2. ELECTION. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of
Section 3 or Section 5 of this Article shall be chosen annually by
the Board of 'Directors, and each shall held his office until he shall
resign or shall be removed or otherwise disqualified to serve, or his
successor shall be elected and qualified.
section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may
appoint such other officers as the business of the corporation may
require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in the Bylaws or as
the Board of Directors may from time to time determine.
Section 4. REMOVAL AND RESIGNATION. Any officer may be removed,
either with or without cause, by a majority of the directors at the
time in office, at any regular or special meeting of the Board, or,
except in case of an officer chosen by the Board of Directors, by any
officer upon' whom such power of removal may be conferred by the
Beard of Directors.
Any officer may resign at any time by giving written notice to
the Board of Directors, or to the President, or to the Secretary of
the corporation. Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 5.VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be
filled in the manner prescribed in the Bylaws for regular
appointments to such office.
Section 6. CHAIRMAN of THE BOARD. The Chairman of the Board, if there
shall be such an officer, shall, if present, preside at all meetings
of the Board of Directors, and exercise and perform such other powers
and duties as may be from time to time assigned to him by the Board
of Directors or prescribed by the Bylaws.
Section 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the Board of Directors to the Chairman of
the Board, if there be such an officer, the President shall be the
Chief Executive officer of the corporation and shall, subject to the
control of the Board of Directors, have general supervision,
direction and control of the business and officers of the
corporation. ' He shall preside at all meetings of the shareholders and
BYLAWS
9
in the absence of the Chairman of the Board, or if there be none, at
all meetings of the Board of Directors. He shall be ex officio a
member of all the standing committees, .including the Executive
Committee, if any, and shall have the general powers and duties sof
management usually vested in the office of President of a
corporation, and shall have such ether powers and duties as may be
prescribed by the Board of Directors or the Bylaws.
Section 8. VICE PRESIDENT. In the absence or disability of the
President, the Vice Presidents, in order of their rank as fixed by
the Board of Directors, or if not ranked, the Vice President
designated by the Board of Directors, shall perform all the duties of
the President, and when so acting shall have all the powers of, and
be subject to, all the restrictions upon, the President. The vice
Presidents shall have such other powers and perform such Cather duties
as from tine to time may be prescribed for them respectively by the
Board of Directors or the Bylaws.
Section 9. SECRETARY. The Secretary shall keep, or cause to be kept,
a book of minutes at the principal office or such other place as the
Board of Directors may order, of all meetings of Directors and
Shareholders, with the time and place of holding, whether regular or
special, and if special., how authorized, the notice thereof given,
the names of those present at Directors ' meetings, the number of
shares present or represented at Shareholders ' meetings and the
proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal
office or at the office of the corporation's transfer agent, a share
register, or duplicate share register, showing the names of the
shareholders' and their addresses; the number and classes of shares
held by each; the number and date of certificates issued for the
same; and the number and date of cancellation of every certificate
surrendered for cancellation.
The Secretary shall give, or cause to by given, notice of all
the meetings of the shareholders and of the Board of Directors
required by the Bylaws or by law to be given, and he shall keep the
seal of the corporation in safe: custody, and shall have such Cather
powers and perform such rather duties as may be prescribed by the
Board of Directors or by the Bylaws.
Section 10. CHIEF FINANCIAL OFFICER. This officer shall keep and
maintain, or cause to be kept and maintained in accordance with
generally accepted accounting principles, adequate and correct
accounts of the properties and business transactions of the
corporation, , including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, earnings (or surplus) and
shares. The books of account shall at all reasonable times be open to
inspection by any director.
This officer shall deposit all moneys and Cather valuables in the
name and to the credit of the corporation with such depositories as
may be designated by the Board of Directors. He shall disburse the
funds of the corporation as may be ordered by the Board of Directors,
shall render'' to the President and directors, whenever they request
BYLAWS
-- 10
it, an account of all his transactions and of the financial condition
of the corporation, and shall have such other powers and perform such
other dutiesas may be prescribed by the Beard of Directors or the
Bylaws .
ARTICLE IV
CERTIFICATES AND TRANSFERS OF SHARES
Section I . CERTIFICATES FOR SHARES. Each certificate for shares of
the corporation shall set forth therein the name of the record holder
of the shares represented thereby, the number of shares and the class
or series of shares owned by said holder, the par value, if any, of
the shares represented thereby, and such other statements, as
applicable, prescribed by Sections 416-419, inclusive, and other
relevant Sections of the General Corporation Law of the State of
California (the "General Corporation Law") and such other statements,
as applicable, which may be prescribed by the Corporate Securities
Law of the State of California and any other applicable provision of
the law. Each such certificate issued shall be signed in the name of
the corporation by the Chairman of the Board of Directors or the
President, and by the Chief Financial officer or the Secretary. Any
or all of the signatures on a certificate for shares may be a
facsimile. In case any officer, transfer agent or .registrar who has
signed or whose facsimile signature has been placed upon a
certificate for shares shall have ceased to be such officer, transfer
agent or registrar 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 elate of issue.
In the event that the corporation shall issue the whole or any
part of its shares as partly paid and subject to call for the
remainder of the consideration to be paid therefor, any such
certificate for shares shah set forth thereon the statements
prescribed by Section 4039 of the General Corporation Law.
Section 2 . LOST OR DESTROYED CERTIFICATES FOR SHARES. The corporation
may issue anew certificate for shares or for any other security in
the place of any other certificate theretofore issued by it, which
is alleged '' to have been lost, stolen or destroyed. As a
condition to such issuance, the corporation may require any such
owner of the allegedly last, stolen or destroyed certificate or any
such owner's'' legal representative to give the corporation a bond, or
other adequate security; sufficient to indemnify it against any claim
that may be 'made against it, including any expense or liability, on
account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
Section 3 . SHARE TRANSFERS. Upon compliance with any provisions of
the General Corporation Law and./or the Corporate Securities Law of
1968 which may restrict the transferability of shares, transfers of
shares of the corporation shall be made only on the record of
shareholders'' of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation or with a
BYLAWS
transfer agent or a registrar, if any, and on surrender of the
certificate or certificates for such shares properly endorsed and the
payment of all taxes, if any, due thereon.
Section 4. RECORD DATE FOR SHAREHOLDERS. In order that the corporation
may determine the shareholders entitled to notice of any meeting or
to vote or be entitled to receive payment of any dividend or ether
distribution or allotment of any rights or entitled to exercise any
rights in respect of any other Lawful action, the Board of Directors
may fix, in advance a record date, which shall not be more than sixty
days or fewer than ten days prior to the date of such meeting or more
than sixty days prior to any other action.
If the Board of Directors shall not have fixed a record date as
aforesaid, the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the
close of business on the business day next preceding the day on which
notice is given or, if notice is waived, at the close of business on
the business day next preceding the day on which the meeting is held;
the record date for determining shareholders entitled to give consent
to corporate action in writing without a meeting, when no prior
action by the Board of Directors has been taken, shall be the day on
which the first written consent is given; and the record date for
determining shareholders for any other purpose shall be at the close
of business on the day on which the Board of Directors adopts the
resolution relating thereto, or the sixtieth day prior to the day of
such other action, whichever is Later.
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 of Directors fixes a new
record date for the adjourned meeting, but the Board of Directors
shall fix a new record date if the meeting is adjourned for more than
forty--five days from the date set for the original meeting.
Except as may be otherwise provided by the General Corporation
Law, shareholders on the record date shall be entitled to notice and
to vote or to receive any dividend, distribution or allotment of
rights or to exercise the rights, as the case may be, notwithstanding
any transfer of any shares on the books of the corporation after the
record date. '
Section 5. REPRESENTATION OF SHARES IN OTHER CORPORATIONS Shares of
other corporations standing in the name of this corporation may be
voted or represented and all incidents thereto may be exercised on
behalf of the corporation by the Chairman of the Board, the President
or any Vice President or any other person authorized by resolution
of the Board of Directors.
Section 6. MEANING OF CERTAIN TERMS. As used in these Bylaws in
respect of the right to notice of a meeting of shareholders or a
waiver thereof or to participate or vote thereat or to assent or
consent or dissent in writing in lieu of a meeting, as the case may
be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders
record or outstanding shares when the corporation is authorized to
BYLAWS
- 12
issue only one class of shares, and said reference is also intended
to include any outstanding share or shares and any holder or holders
of record of outstanding shares of any class upon which or upon whoa
the Articles of Incorporation confer such rights here there are two
or more classes or series of shares or upon which or upon whom the
General Corporation Law confers such rights notwithstanding that the
Articles of ''Incorporation may provide for more than one class or
series of shares, one or more of which are limited or denied such
rights thereunder.
Section 7 . CLOSE CORPORATION CERTIFICATES. All certificates
representing shares of this corporation, in the event it shall elect
to become a close corporation, shall contain the legend required by
Section 418(c) .
ARTICLE V
EFFECT OF SHAREHOLDERS' - AGREEMENT-CLOSE CORPORATION
Any Shareholders ' Agreement authorized by Section 300(b) shall
only be effective to modify the terms of these Bylaws if this
corporation elects to become a close corporation with appropriate
filing of or amendment to .its Articles as required by Section 202 and
shall terminate when this corporation ceases to be a close
corporation. Such an agreement cannot waive or alter Sections 158
(defining close corporations) , 202 (requirements of Articles of
Incorporation) , 500 and 501 relative to distributions, 111 (merger) ,
1201(e) (reorganization) or Chapters 15 (Records and Reports, 16
(Rights of Inspection) , 18 (Involuntary Dissolution) or 22 (Crimes
and Penalties) . Any other provisions of the Code or these Bylaws may
be altered or waived thereby,_ but to the extent they are not so
altered or waived, these Bylaws shall be applicable.
ARTICLE VI
CORPORATE CONTRACTS AND INSTRUMENTS - HOW EXECUTED
The Board of Directors, except as in the Bylaws otherwise
provided, may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name of and
can behalf of the corporation. Such authority may be general or
confined to specific instances. Unless so authorized by the Board of
Directors, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or agreement, or to
pledge its credit, or to render it liable for any purposes or any
amount, except as provided in Section 313 of the Corporations Code.
ARTICLE VII
CONTROL OVER BYLAWS
After the initial Bylaws of the corporation shall have been
adopted by the incorporator or incorporators of the corporation, the
Bylaws may be amended or repealed or new Bylaws may be adopted by the
shareholders entitled to exercise a majority of the voting power or
by the Board of Directors; provided, however, that the Board of
Directors shall have no control over any bylaw which fixes or changes
the authorized number of directors of the corporation; provided,
further, than any control over the Bylaws herein vested in the Board
BYLAWS
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of Directors shall be subject to the authority of the aforesaid
shareholdersto amend or repeal the Bylaws or to adopt new Bylaws;
and provided further that any Bylaw amendment or new Bylaw which
changes the minimum number of directors to fewer than five shall
require authorization by the greater proportion of voting power of
the shareholders as hereinbefore set forth.
ARTICLE VIII
BOOKS AND RECORDS
section I. RECORDS: STORAGE ANI? .INSPECTION. The corporation shall keep
at .its principal executive office in the State of California, or, if
its principal executive office is not in the State of California, the
original or a copy of the Bylaws as amended to date, which shall be
open to inspection by the shareholders at all reasonable taxes during
office hours'. If the principal executive office of the corporation is
outside the State of California, and, if the corporation has no
principal business office in the State of California, it shall upon
request of any shareholder furnish a copy of the Bylaws as amended to
date.
The corporation shall keep adequate and correct books and
records of account and shall keep minutes of the proceedings of its
shareholders, Board of Directors and committees, if any, of the Board
of Directors. The corporation shall keep at its principal executive
office, or at the office of .its transfer agent or registrar, a record
of its shareholders, giving the names and addresses of all
shareholders'' and the number and class of shares held by each. Such
minutes shall be in written form. Such other hooks and records shall
be kept either in written form or in any other form capable of being
converted into written form.
Section 2. RECORD OF PAYMENTS. All checks, drafts or other orders or
payment of money, nates or Cather evidences of indebtedness, issued
in the name of or playable to the corporation, shall be signed or
endorsed by such person or persons and in such manner as shall be
determined from time to time by resolution of the Board of Directors.
Section 3. ANNUAL REPORT. Whenever the corporation shall have fewer
than one hundred shareholders, the Board of Directors shall not be
required to cause to be sent to the shareholders of the corporation
the annual report prescribed by Section 1.501 of the General
Corporation Law unless it shall determine that a useful purpose would
be served by causing the same to be sent or unless the Department of
Corporations, pursuant to the provisions of the Corporate securities
Law of 1965, shall, direct the sending of the same.
BYLAWS
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CERTIFICATE OF ADOPTION OF BYLAWS
ADOPTION BY INCORPORATOR(S) OR FIRST DIRECTOR(S) -
The undersigned person(s) appointed in the Articles of
Incorporation to act as the Incorporator(s) or initial Director(s) of
the above-named corporation hereby adapt the q as the Bylaws Of
said corporati