BYLAWS

                           for the regulation, except

                       as otherwise provided by statute or

                         its Articles of Incorporation,

                                       of

                          AMERICAN STATES WATER COMPANY

                           (a California corporation)

 

 

                               ARTICLE I. Offices.

                                          --------

 

Section 1. PRINCIPAL EXECUTIVE OFFICE. The corporation's principal executive

office shall be fixed and located at such place as the Board of Directors

(herein called the "Board") shall determine. The Board is granted full power

and authority to change said principal executive office from one location to

another.

 

Section 2. OTHER OFFICES. Branch or subordinate offices may be established at

any time by the Board at any place or places.

 

                            ARTICLE II. Shareholders.

                                        -------------

 

Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held either at

the principal executive office of the corporation or at any other place within

or without the State of California which may be designated either by the Board

or by the written consent of all persons entitled to vote thereat given either

before or after the meeting and filed with the Secretary.

 

Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called

at any time by the Board, the Chairman of the Board, the President or by the

holders of shares entitled to cast not less than ten percent of the votes at

such meeting. Upon request in writing to the Chairman of the Board, the

President, any Vice President or the Secretary by any person (other than the

Board) entitled to call a special meeting of shareholders, the officer forthwith

shall cause notice to be given to the shareholders entitled to vote that a

meeting will be held at a time requested by the person or persons calling the

meeting, not less than thirty-five nor more than sixty days after the receipt of

the request. Such request shall be made in accordance with applicable law and

these Bylaws. If the notice is not given within twenty days after receipt of the

request, the persons entitled to call the meeting may give the notice.

 

Section 3. ANNUAL MEETINGS. The annual meetings of shareholders shall be held on

such date and at such time as may be fixed by the Board. At such meetings,

directors shall be elected and any other proper business may be transacted in

accordance with applicable law and these Bylaws.

 

Section 4. NOTICE OF ANNUAL OR SPECIAL MEETINGS. Written notice of each annual

or special meeting of shareholders shall be given not less than ten nor more

than sixty days before the date of the meeting to each shareholder entitled to

vote thereat. Such notice shall state the place, date and hour of the meeting

and (i) in the case of a special meeting, the general nature of the business to

be transacted, and no other business may be transacted, or (ii) in the case of

the annual meeting, those matters which the Board, at the time of the mailing of

the notice, intends to present for action by the shareholders, but, subject to

the provisions of applicable law and these Bylaws, any proper matter may be

presented at the meeting for such action. The notice of any meeting at which

directors are to be elected shall include the names of nominees intended at the

time of the notice to be presented by management for election.

 

Notice of a shareholders' meeting shall be given either personally or by mail or

by other means of written communication, addressed to the shareholder at the

address of such shareholder appearing on the books of the corporation or given

by the shareholder 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 principal executive office is

located. Notice by mail shall be deemed to have been given at the time a written

notice is deposited in the United States mails, postage prepaid. Any other

written notice shall be deemed to have been given at the time it is personally

delivered to the recipient or is delivered to a common carrier for transmission,

or actually transmitted by the person giving the notice by electronic means, to

the recipient.

 

Section 5. QUORUM. A majority of the shares entitled to vote, represented in

person or by proxy, shall constitute a quorum at any meeting of shareholders. If

a quorum is present, the affirmative vote of a majority of the shares

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 by the Articles, except as provided in the following

sentence. 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 less than a quorum, if any action

taken (other than adjournment) is approved by at least a majority of the shares

required to constitute a quorum.

 

Section 6. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders' meeting,

whether or not a quorum is present, may be adjourned from time to time by the

vote of shareholders entitled to exercise a majority of the voting power

represented either in person or by proxy, but in the absence of a quorum (except

as provided in Section 5 of this Article) no other business may be transacted at

such meeting.

 

It shall not be necessary to give any notice of the time and place of the

adjourned meeting or of the business to be transacted thereat, other than by

announcement at the meeting at which such adjournment is taken; provided,

however, when any shareholders' meeting is adjourned for more than forty-five

days or, if after adjournment a new record date is fixed for the adjourned

meeting, notice of the adjourned meeting shall be given as in the case of an

original meeting.

 

Section 7. VOTING. The shareholders entitled to notice of any meeting or to vote

at such meeting shall be only persons in whose name shares stand on the stock

records of the corporation on the record date determined in accordance with

Section 8 of this Article.

 

Subject to the following sentence and to the provisions of Section 708 of the

California General Corporation Law, every shareholder entitled to vote at any

election of directors may cumulate such shareholder's votes 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

entitled, or distribute the shareholder's votes on the same principle among as

many candidates as the shareholder thinks fit. No shareholder shall be entitled

to cumulate votes for any candidate or candidates pursuant to the preceding

sentence unless such candidate or 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 candidates in nomination.

 

Elections need not be by ballot; provided, however, that all elections for

directors must be by ballot upon demand made by a shareholder at the meeting and

before the voting begins.

 

In any election of directors, the candidates receiving the highest number of

votes of the shares entitled to be voted for them up to the number of directors

to be elected by such shares are elected.

 

Voting shall in all cases be subject to the provisions of Chapter 7 of the

California General Corporation Law, and to the following provisions:

 

(a) Subject to clause (g), shares held by an administrator, executor, guardian,

conservator or custodian may be voted by such holder either in person or by

proxy, without a transfer of such shares into the holder's name; and shares

standing in the name of a trustee may be voted by the trustee, either in person

or by proxy, but no trustee shall be entitled to vote shares held by such

trustee without a transfer of such shares into the trustee's name.

 

(b) Shares standing in the name of a receiver may be voted by such receiver, and

shares held by or under the control of a receiver may be voted by such receiver

without the transfer thereof into the receiver's name if authority to do so is

contained in the order of the court by which such receiver was appointed.

 

(c) Subject to the provisions of Section 705 of the California General

Corporation Law and except where otherwise agreed in writing between the

parties, a shareholder whose shares are pledged shall be entitled to vote such

shares until the shares have been transferred into the name of the pledgee, and

thereafter the pledgee shall be entitled to vote the shares so transferred.

 

(d) Shares standing in the name of a minor may be voted and the corporation may

treat all rights incident thereto as exercisable by the minor, in person or by

proxy, whether or not the corporation has notice, actual or constructive, of the

nonage, unless a guardian of the minor's property has been appointed and written

notice of such appointment given to the corporation.

 

(e) Shares outstanding in the name of another corporation, domestic or foreign,

may be voted by such officer, agent or proxyholder as the bylaws of such other

corporation may prescribe or, in the absence of such provision, as the board of

directors of such other corporation may determine or, in the absence of such

determination, by the chairman of the board, president or any vice president of

such other corporation, or by any other person authorized to do so by the

chairman of the board, president or any vice president of such other

corporation. Shares which are purported to be voted or any proxy purported to be

executed in the name of a corporation (whether or not any title of the person

signing is indicated) shall be presumed to be voted or the proxy executed in

accordance with the provisions of this clause, unless the contrary is shown.

 

(f) Shares of the corporation owned by any subsidiary shall not be entitled to

vote on any matter.

 

(g) Shares held by the corporation in a fiduciary capacity, and shares of the

issuing corporation held in a fiduciary capacity by any subsidiary, shall not be

entitled to vote on any matter, except to the extent that the settlor or

beneficial owner possesses and exercises a right to vote or to give the

corporation binding instructions as to how to vote such shares.

 

(h) If shares stand of record in the names of two or more persons, whether

fiduciaries, members of a partnership, joint tenants, tenants in common, husband

and wife as community property, tenants by the entirety, voting trustees,

persons entitled to vote under a shareholder voting agreement or otherwise, or

if two or more persons (including proxyholders) have the same fiduciary

relationship respecting the same shares, unless the Secretary of the corporation

is given written notice to the contrary and is furnished with a copy of the

instrument or order appointing them or creating the relationship wherein it is

so provided, their acts with respect to voting shall have the following effect:

 

          (i) If only one votes, such act binds all;

 

          (ii) If more than one vote, the act of the majority so voting binds all;

 

         (iii) If more than one vote, but the vote is evenlysplit on any

particular matter each faction may vote the securities in question proportionately.

 

If the instrument is so filed or the registration of the shares shows that any

such tenancy is held in unequal interests, a majority or even split for the

purpose of this Section shall be a majority or even split in interest.

 

Section 8. RECORD DATE. The Board may fix, in advance, a record date for the

determination of the shareholders entitled to notice of any meeting or to vote

or entitled to receive payment of any dividend or other distribution, or any

allotment of rights, or to exercise rights in respect of any other lawful

action. The record date so fixed shall be not more than sixty days nor less than

ten days prior to the date of the meeting nor more than sixty days prior to any

other action. When a record date is so fixed, only shareholders of record on

that date are entitled to notice of and to vote at the meeting or to receive the

dividend, distribution, or allotment of rights, or to exercise of the rights, as

the case may be, notwithstanding any transfer of shares on the books of the

corporation after the record date. 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. The Board shall fix a new record date if the meeting is

adjourned for more than forty-five days.

 

If no record date is fixed by the Board, 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 for any purpose other than set forth in this

Section 8 or Section 10 of this Article shall be at the close of business on the

day on which the Board adopts the resolution relating thereto, or the sixtieth

day prior to the date of such other action, whichever is later.

 

Section 9. CONSENT OF ABSENTEES. The transactions of any meeting of

shareholders, however called and noticed, and wherever held, are as valid as

though had at a meeting duly held after regular call and notice, if a quorum is

present either in person or by proxy, and if, either before or after the

meeting, each of the persons entitled to vote, not present in person or by

proxy, signs a written waiver of notice or a consent to the holding of the

meeting or an approval of 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. Attendance of a person at a meeting shall constitute a

waiver of notice of and presence at such meeting, except when the person

objects, at the beginning of the meeting, to the transactions of any business

because the meeting is not lawfully called or convened and except that

attendance at a meeting is not waiver of any right to object to the

consideration of matters required by the California General Corporation Law to

be included in the notice but not so included, if such objection is expressly

made at the meeting. Neither the business to be transacted at nor the purpose of

any regular or special meeting of shareholders need to be specified in any

written waiver of notice, consent to the holding of the meeting or approval of

the minutes thereof, except as provided in Section 601(f) of the California

General Corporation Law.

 

Section 10. ACTION WITHOUT MEETING. Subject to Section 603 of the California

General Corporation Law, any action which, under any provision of the California

General Corporation Law, 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. Unless a record date

for voting purposes be fixed as provided in Section 8 of this Article, the

record date for determining shareholders entitled to give consent pursuant to

this Section 10, when no prior action by the Board has been taken, shall be the

day on which the first written consent is given.

 

Section 11. PROXIES. Every person entitled to vote shares has the right to do so

either in person or by one or more persons authorized by a written proxy

executed by such shareholder and filed with the Secretary. Any proxy duly

executed is not revoked and continues in full force and effect until revoked by

the person executing it prior to the vote pursuant thereto by a writing

delivered to the corporation stating that the proxy is revoked or by a

subsequent proxy executed by the person executing the prior proxy and presented

to the meeting, or by attendance at the meeting and voting in person by the

person executing the proxy; provided, however, that no proxy shall be valid

after the expiration of eleven months from the date of its execution unless

otherwise provided in the proxy.

 

Section 12. INSPECTORS OF ELECTION. In advance of any meeting of shareholders,

the Board may appoint inspectors of election to act at such meeting and any

adjournment thereof. If inspectors of election be not so appointed, or if any

persons so appointed fail to appear or refuse to act, the chairman of any such

meeting may, and on the request of any shareholder or shareholder's proxy shall,

make such appointment 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 present shall determine whether

one or three inspectors are to appointed.

 

The duties of such inspectors shall be as prescribed by Section 707(b) of the

California General Corporation Law and shall include: determining the number of

shares outstanding and the voting power of each; determining the shares

represented at the meeting; determining the existence of a quorum; determining

the authenticity, validity and effect of proxies; receiving votes, ballots or

consents; hearing and determining all challenges and questions in any way

arising in connection with the right to vote; counting and tabulating all votes

or consents; determining when the polls shall close; determining the result; and

doing 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 is effective in all respects as the decision,

act or certificate of all.

 

Section 13. CONDUCT OF MEETING. The Chairman of the Board shall preside as

chairman at all meetings of the shareholders. The chairman shall conduct each

such meeting in a businesslike and fair manner, but shall not be obligated to

follow any technical, formal or parliamentary rules or principles of procedure.

The chairman's rulings on procedural matters shall be conclusive and binding on

all shareholders, unless at the time of a ruling a request for a vote is made to

the shareholders holding shares entitled to vote and which are represented in

person or by proxy at the meeting, in which case the decision of a majority of

such shares shall be conclusive and binding on all shareholders. Without

limiting the generality of the foregoing, the chairman shall have all of the

powers usually vested in the chairman of a meeting of shareholders.

 

Section 14. QUALIFICATIONS OF DIRECTORS. Only persons who are nominated in

accordance with the procedures set forth in these Bylaws shall be qualified to

serve as directors. Nominations of persons for election to the Board may be made

 

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at a meeting of shareholders (a) by or at the direction of the Board or (b) by

any shareholder of the corporation who is a shareholder of record at the time of

giving of notice provided for in this Bylaw, who shall be entitled to vote for

the election of directors at the meeting and who complies with the notice

procedures set forth in this Bylaw.

 

Nominations by shareholders shall be made pursuant to timely notice in writing

to the Secretary. To be timely as to an annual meeting, a shareholder's notice

must be received at the principal executive officers of the corporation not less

than 75 days nor more than 90 days prior to the first anniversary of the

preceding year's annual meeting; provided, however, that if the date of the

annual meeting is changed by more than 30 days from such anniversary date,

notice by the shareholder to be timely must be so received not later than the

close of business on the 10th day following the earlier of the day on which

notice of the date of the meeting was mailed to shareholders or public

disclosure of such date was made. To be timely as to a special meeting at which

directors are to be elected, a shareholder's notice must be received not later

than the close of business on the 10th day following the earlier of the day on

which notice of the date of the meeting was mailed to shareholders or public

disclosure of such date was made. Such shareholder's notice shall set forth (a)

as to each person whom the shareholder proposes to nominate for election or

reelection as a director all information relating to such person that is

required to be disclosed in solicitations of proxies for election of directors,

or is otherwise required, in each case pursuant to Regulation 14A under the

Securities Exchange Act of 1934, as amended (including such person's written

consent to being named in the proxy statement as a nominee and to serving as a

director if elected); (b) as to the shareholder giving the notice (i) the name

and address, as they appear on the corporation's books, of such shareholder and

(ii) the class and number of shares of the corporation which are beneficially

owned by such shareholder and also which are owned of record by such

shareholder; and (c) as to the beneficial owner, if any, on whose behalf the

nomination is made, (i) the name and address of such person and (ii) the class

and number of shares of the corporation which are beneficially owned by such

person. At the request of the Board, any person nominated by the Board for

election as a director shall furnish to the Secretary that information required

to be set forth in the shareholder's notice of nomination which pertains to the

nominee.

 

No person shall be qualified to serve as a director of the corporation unless

nominated in accordance with the procedures set forth in this Bylaw. The

Chairman of the meeting shall, if the facts warrant, determine and declare to

the meeting that a nomination was not made in accordance with the procedures

prescribed by these Bylaws, and if the Chairman should so determine, that the

defective nomination shall be disregarded. Notwithstanding the foregoing

provisions of this Bylaw, a shareholder shall also comply with all applicable

requirements of the Securities Exchange Act of 1934, as amended, and the rules

and regulations thereunder with respect to the matters set forth in this Bylaw.

 

Section 15. PROPER BUSINESS FOR SHAREHOLDER MEETINGS. At a meeting of the

shareholders, only such business shall be proper as shall be brought before the

meeting (a) pursuant to the corporation's notice of meeting, (b) by or at the

direction of the Board or (c) by any shareholder of the corporation who is a

shareholder of record at the time of giving of the notice provided for in this

Bylaw, who shall be entitled to vote at such meeting and who complies with the

notice procedures set forth in this Bylaw.

 

For business to be properly brought before a meeting by a shareholder pursuant

to clause (c) of the first paragraph of this Bylaw, the shareholder must have

given timely notice thereof in writing to the Secretary. To be timely as to an

annual meeting of shareholders, a shareholder's notice must be received at the

principal executive offices of the corporation not less than 75 days nor more

than 90 days prior to the first anniversary of the preceding year's annual

meeting; provided, however, that if the date of the meeting is changed by more

than 30 days from such anniversary date, notice by the shareholder to be timely

must be received no later than the close of business on the 10th day following

the earlier of the day on which notice of the date of the meeting was mailed to

shareholders or public disclosure of such date was made. To be timely as to a

special meeting of shareholders, a shareholder's notice must be received not

later than the call of the meeting by the Board, the Chairman of the Board or

the President, or the date of receipt of a valid request by a person (other than

the Board) that the special meeting be called. Such shareholder's notice shall

set forth as to each matter the shareholder proposes to bring before the meeting

(a) a brief description of such matter and the reasons for proposing such

matters(s) at the meeting, (b) the name and address, as they appear on the

corporation's books, of the shareholder proposing such business, and the name

and address of the beneficial owner, if any, on whose behalf the proposal is

made, (c) the class and number of shares of the corporation which are owned

beneficially and of record by such shareholder of record and by the beneficial

owner, if any, on whose behalf the proposal is made and (d) any material

interest of such shareholder of record and the beneficial owner, if any, on

whose behalf the proposal is made in such proposal.

 

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Notwithstanding anything in these Bylaws to the contrary, no business shall be

proper at a meeting unless brought before it in accordance with the procedures

set forth in this Bylaw. The Chairman of the meeting shall, if the facts

warrant, determine and declare to the meeting that business was not properly

brought before the meeting and in accordance with the procedures prescribed by

these Bylaws, and if the Chairman should so determine, that any such business

not properly brought before the meeting shall not be transacted. Notwithstanding

the foregoing provisions of this Bylaw, a shareholder shall also comply with all

applicable requirements of the Securities Exchange Act of 1934, as amended, and

the rules and regulations thereunder with respect to the matters set forth in

this Bylaw.

 

                             ARTICLE III. Directors.

                                          ----------

 

Section 1. POWERS. Subject to limitations of the Articles, of these Bylaws and

of the California General Corporation Law relating to action required to be

approved by the shareholders or by the outstanding shares, the business and

affairs of the corporation shall be managed and all corporate powers shall be

exercised by or under the direction of the Board. Without prejudice to such

general powers, but subject to the same limitations, it is hereby expressly

declared that the Board shall have the following powers in addition to the other

powers enumerated in these Bylaws:

 

(a) To select and remove all the other officers, agents and employees of the

corporation, prescribe the powers and duties for them as may not be inconsistent

with law, the Articles or these Bylaws, fix their compensation and require from

them security for faithful service.

 

(b) To conduct, manage and control the affairs and business of the corporation

and to make such rules and regulations therefor not inconsistent with law, the

Articles or these Bylaws, as they may deem best.

 

(c) To adopt, make and use a corporate seal, and to prescribe the forms of

certificates of stock, and to alter the form of such seal and of such

certificates from time to time, as they may deem best.

 

(d) To authorize the issuance of shares of stock of the corporation from time to

time, upon such terms and for such consideration as may be lawful.

 

(e) To borrow money and incur indebtedness for the purposes of the corporation,

and to cause to be executed and delivered therefor, in the corporate name,

promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,

hypothecations or other evidences of debt and securities therefor.

 

Section 2. NUMBER OF DIRECTORS. The authorized number of directors shall be not

less than five nor more than nine until changed by amendment of the Articles or

by a Bylaw duly adopted by the shareholders amending this Section 2. The exact

number of directors shall be fixed, within the limits specified, by the Board

from time to time in a resolution adopted by a majority of the directors. The

exact number of directors shall be eight until changed as provided in this

Section 2.

 

Section 3. ELECTION AND TERM OF OFFICE. Except as otherwise provided in the

Articles, the directors shall be elected at each annual meeting of the

shareholders, but if any such annual meeting is not held or the directors are

not elected thereat, the directors may be elected at any special meeting of

shareholders held for that purpose. Each director shall hold office until the

next annual meeting and until a successor has been elected and qualified.

 

Section 4. VACANCIES. Any director may resign effective upon giving written

notice to the Chairman of the Board, the President, the Secretary or the Board,

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 take office when the resignation becomes effective.

 

Vacancies in the Board, except those existing as a result of a removal of a

director, may be filled by a majority of the remaining directors, though less

than a quorum, or by a sole remaining director, and each director so elected

shall hold office until the next annual meeting and until such director's

successor has been elected and qualified.

 

A vacancy or vacancies in the Board shall be deemed to exist in case of the

death, resignation or removal of any director, or if the authorized number of

directors be increased, or if the shareholders fail, at any annual or special

meeting of shareholders at which any director or directors are elected, to elect

the full authorized number of directors to be voted for at that meeting.

 

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The Board may declare vacant the office of a director who has been declared of

unsound mind by an order of court or convicted of a felony.

 

The shareholders, subject to applicable law and these Bylaws, may elect a

director or directors at any time to fill any vacancy or vacancies not filled by

the directors. Any such election by written consent, other than to fill a

vacancy created by removal, requires the consent of a majority of the

outstanding shares entitled to vote. Any such election by written consent to

fill a vacancy created by removal requires unanimous consent.

 

No reduction of the authorized number of directors shall have the effect of

removing any director prior to the expiration of the director's term of office.

 

Section 5. PLACE OF MEETING. Regular or special meetings of the Board shall be

held at any place within or without the State of California which has been

designated from time to time by the Board. In the absence of such designation,

regular meetings shall be held at the principal executive office of the

corporation.

 

Section 6. REGULAR MEETINGS. Immediately following each annual meeting of

shareholders, the Board shall hold a regular meeting for the purpose of

organization, election of officers and the transaction of other business.

 

Other regular meetings of the Board shall be held without call on such dates and

at such times as may be fixed by the Board. Call and notice of all regular

meetings of the Board are hereby dispensed with.

 

Section 7. SPECIAL MEETINGS. Special meetings of the Board for any purpose or

purposes may be called at any time by the Chairman of the Board, the President,

any Vice President, the Secretary or by any two directors.

 

Special meetings of the Board shall be held upon four days' written notice or

forty-eight hours' notice given personally or by telephone, telegraph, telex, or

other similar means of communication. Any such notice shall be addressed or

delivered to each director at such director's address as it is shown upon the

records of the corporation or as may have been given to the corporation by the

director for purposes of notice or, if such address is not shown on such records

or is not readily ascertainable, at the place in which the meetings of the

directors are regularly held.

 

Notice by mail shall be deemed to have been given at the time a written notice

is deposited in the United States mails, postage prepaid. Any other written

notice shall be deemed to have been given at the time it is personally delivered

to the recipient or is delivered to a common carrier for transmission, or

actually transmitted by the person giving the notice by electronic means, to the

recipient. Oral notice shall be deemed to have been given at the time it is

communicated, in person or by telephone or wireless, to the recipient or to a

person at the office of the recipient who the person giving the notice has

reason to believe will promptly communicate it to the recipient.

 

Section 8. QUORUM. A majority of the authorized number of directors constitutes

a quorum of the Board for the transaction of business, except to adjourn as

provided in Section 11 of this Article. Every 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 regarded as the act of the Board, unless a greater number be

required by law or by the Articles. A meeting at which a quorum is initially

present may continue to transact business notwithstanding the withdrawal of

directors, if any action taken is approved by at least a majority of the

required quorum for such meeting.

 

Section 9. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the

Board may participate in a meeting through use of conference telephone or

similar communications equipment, so long as all members participating in such

meeting can hear one another.

 

Section 10. WAIVER OF NOTICE. Notice of a meeting need not be given to any

director who signs a waiver of notice or consent to holding the meeting or an

approval of the minutes thereof, whether before or after the meeting, or who

attends the meeting without protesting, prior thereto or at its commencement,

the lack of notice to such director. All such waivers, consents and approvals

shall be filed with the corporate records or made a part of the minutes of the

meetings.

 

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Section 11. ADJOURNMENT. A majority of the directors present, whether or not a

quorum is present, may adjourn any directors' meeting to another time and place.

Notice of the time and place of holding an adjourned meeting need not be given

to absent directors if the time and place be fixed at the meeting adjourned,

except as provided in the next sentence. 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 who were

not present at the time of the adjournment.

 

Section 12. FEES AND COMPENSATION. Directors and members of committees may

receive such compensation, if any, for their services, and such reimbursement

for expenses, as may be fixed or determined by the Board.

 

Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken

by the Board may be taken without a meeting if all members of the Board shall

individually or collectively consent in writing to such action. Such consent or

consents shall have the same effect as a unanimous vote of the Board and shall

be filed with the minutes of the proceedings of the Board.

 

Section 14. RIGHTS OF INSPECTION. Every director shall have the absolute right

at any reasonable time to inspect and copy all books, records and documents of

every kind and to inspect the physical properties of the corporation and also of

its subsidiary corporations, domestic or foreign. Such inspection by a director

may be made in person or by agent or attorney and includes the right to copy and

obtain extracts.

 

Section 15. COMMITTEES. The Board may appoint one or more committees, each

consisting of two or more directors, and delegate to such committees any of the

authority of the Board except with respect to:

 

(a) The approval of any action for which the California General Corporation Law

also requires shareholders' approval or approval of the outstanding shares;

 

(b) The filling of vacancies on the Board or on any committee;

 

(c) The fixing of compensation of the directors for service on the Board or on

any committee;

 

(d) The amendment or repeal of bylaws or the adoption of new bylaws;

 

(e) The amendment or repeal of any resolution of the Board which by its express

terms is not so amendable or repealable;

 

(f) A distribution to the shareholders of the corporation except at a rate or in

a periodic amount or within a price range determined by the Board; or

 

(g) The appointment of other committees of the Board or the members thereof.

 

Any such committee must be designated, and the members or alternate members

thereof appointed, by resolution adopted by a majority of the authorized number

of directors and any such committee may be designated an Executive Committee or

by such other name as the Board shall specify. Alternative members of a

committee may replace any absent member at any meeting of the committee. The

Board shall have the power to prescribe the manner in which proceedings of any

such committee shall be conducted. In the absence of any such prescription, such

committee shall have the power to prescribe the manner in which its proceedings

shall be conducted. Unless the Board or such committee shall otherwise provide,

the regular and special meetings and other actions of any such committee shall

be governed by the provisions of this Article applicable to meetings and actions

of the Board. Minutes shall be kept of each meeting of each committee.

 

                              ARTICLE IV. Officers.

                                          ---------

 

Section 1. OFFICERS. The officers of the corporation shall be a President, a

Secretary and a Chief Financial Officer. The corporation may also have, at the

discretion of the Board, a Chairman of the Board, an Executive Vice President, a

Senior Vice President, one or more Vice Presidents, a Treasurer, one or more

Assistant Secretaries, one or more Assistant Treasurers, and such other officers

as may be elected or appointed in accordance with the provisions of Section 3 of

this Article.

 

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Section 2. ELECTION. The officers of the corporation, except such officers as

may be elected or appointed in accordance with the provisions of Section 3 or

Section 5 of this Article, shall be chosen annually by, and shall serve at the

pleasure of, the Board, and shall hold their respective offices until their

resignation, removal, or other disqualification from service, or until their

respective successors shall be elected.

 

Section 3. SUBORDINATE OFFICERS. The Board may elect, and may empower the

Chairman of the Board, if there be such an officer, or the President, to 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 these Bylaws or as the Board may from time to time determine.

 

Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or

without cause, by the Board at any time or, except in the case of an officer

chosen by the Board, by an officer upon whom such power of removal may be

conferred by the Board. Any such removal shall be without prejudice to the

rights, if any, of the officer under any contract of employment of the officer.

 

Any officer may resign at any time by giving written notice to the corporation,

but without prejudice to the rights, if any, of the corporation under any

contract to which the officer is a party. 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 these Bylaws for regular election or appointment to such office.

 

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be

such an officer, shall be the Chief Executive Officer of the corporation unless,

in its sole discretion, the Board should elect the President to be such. The

Chief Executive Officer is the general manager and chief executive officer of

the corporation and has, subject to the control of the Board, general

supervision, direction and control of the business and officers of the

corporation. The Chairman of the Board, if there shall be such an officer,

shall, if present, preside at all meetings of the shareholders and the Board and

exercise and perform such other powers and duties as may be from time to time

assigned by the Board.

 

Section 7. PRESIDENT. Subject to such powers, if any, as may be given to the

Chairman of the Board, if there be such an officer, the President shall have the

general powers and duties of management usually vested in the office of the

president of a corporation and such other powers and duties as may be prescribed

by the Board or the Chief Executive Officer, if other than the President. In the

absence of the Chairman of the Board, or if there be none, the President shall

preside at all meetings of the shareholders and the Board. In the absence or

disability of the Chief Executive Officer, if other than the President, the

President shall perform all the duties of the Chief Executive Officer and, when

so acting, shall have all of the powers of, and be subject to all the

restrictions upon, the Chief Executive Officer.

 

Section 8. VICE PRESIDENTS. The Executive Vice President and Senior Vice

President, if any, and other Vice Presidents shall have (subject to the

authority of the Board) such powers and perform such duties as from time to time

determined by the Chief Executive Officer. In the absence or disability of the

President, the Vice Presidents, in the following order, shall perform all the

duties of the President and, when so acing, shall have all the powers of, and be

subject to all the restrictions upon, the President: the Executive Vice

President, if any, the Senior Vice President, if any, and the Vice Presidents in

the order of their rank as fixed by the Board, or if not ranked, the Vice

President designated by the Board. The Vice President shall have such other

powers and perform such other duties as from time to time may be prescribed for

them, respectively, by the Board.

 

Section 9. SECRETARY. The Secretary shall keep or cause to be kept, at the

principal executive office and such other place as the Board may order, a book

of minutes of all meetings of shareholders, the Board and its committees, with

the time and place of holding, whether regular or special, how authorized, the

notice thereof given, the names of those present at Board and committee

meetings, the number of shares present or represented at shareholders' meetings,

and the proceedings thereof. The Secretary shall keep, or cause to be kept, a

copy of the Bylaws of the corporation at the principal executive office or

business office in accordance with Section 213 of the California General

Corporation Law.

 

The Secretary shall keep, or cause to be kept, at the principal executive office

or at the office of the corporation's transfer agent or registrar, if one be

 

 

                                       12

<PAGE>

 

 

appointed, a share register, or a duplicate share register, showing the names of

the shareholders and their addresses, the number of 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 be given, notice of all meetings of the

shareholders and of the Board and any committees thereof required by these

Bylaws or by law to be given, shall keep the seal of the corporation in safe

custody, and shall have such other powers and perform such other duties as may

be prescribed by the Board.

 

Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and

maintain, or cause to be kept and maintained, adequate and correct accounts of

the properties and business transactions of the corporation, and shall send or

cause to be sent to the shareholders of the corporation such financial

statements and reports as are by law or these Bylaws required to be sent to

them. The books of account shall at all times be open to inspection by any

director.

 

The Chief Financial Officer shall deposit all monies and other valuables in the

name and to the credit of the corporation with such depositaries as may be

designated by the Board. The Chief Financial Officer shall disburse the funds of

the corporation as may be ordered by the Board, shall render to the President

and the directors, whenever they request it, an account of all transactions as

Chief Financial Officer and of the financial condition of the corporation, and

shall have such other powers and perform such other duties as may be prescribed

by the Board.

 

                          ARTICLE V. Other Provisions.

                                     -----------------

 

Section 1.  INSPECTION OF CORPORATE RECORDS.

 

(a) A shareholder or shareholders holding at least five percent in the aggregate

of the outstanding voting shares of the corporation or who hold at least one

percent of such voting shares and have filed a Schedule 14B with the United

States Securities and Exchange Commission relating to the election of directors

of the corporation shall have the absolute right to do either or both of the

following:

 

                           (i) Inspect and copy the record of shareholders'

names and addresses and shareholders during usual business hours upon five

business days' prior written demand upon the corporation; or

 

                           (ii) Obtain from the transfer agent, if any, for the

corporation, upon five business days' prior written demand and upon the tender

of its usual charges for such a list (the amount of which charges shall be

stated to the shareholder by the transfer agent upon request), a list of the

shareholders' names and addresses who are entitled to vote for the election of

directors and their shareholdings, as of the most recent complied or as of the

date specified by the shareholder subsequent to the date of demand.

 

(b) The record of shareholders shall also be open to inspection and copying by

any shareholder or holder of a voting trust certificate at any time during usual

business hours upon written demand on the corporation, for a purpose reasonably

related to such holder's interest as a shareholder or holder of a voting trust

certificate.

 

(c) The accounting books and records and minutes of proceedings of the

shareholders and the Board and committees of the Board shall be open to

inspection upon written demand on the corporation of any shareholder or holder

of a voting trust certificate at any reasonable time during usual business

hours, for a purpose reasonably related to such holder's interests as a

shareholder or as a holder of such voting trust certificate.

 

(d) Any inspection and copying under this Article may be made in person or by

agent or attorney.

 

Section 2. INSPECTION OF BYLAWS. The corporation shall keep in its principal

executive office in the State of California, or if its principal executive

office is not in such State at its principal business office in such state, the

original or copy of these Bylaws as amended to date, which shall be open to

inspection by shareholders at all reasonable times during office hours. If the

principal executive office of the corporation is located outside the State of

California and the corporation has no principal business office in such state,

it shall upon the written request of any shareholder furnish to such shareholder

a copy of these Bylaws as amended to date.

 

                                       13

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Section 3. ENDORSEMENT OF DOCUMENTS, CONTRACTS. Subject to the provisions of

applicable law, any note, mortgage, evidence of indebtedness, contract, share

certificate, conveyance or other instrument in writing and any assignment or

endorsements thereof executed or entered into between the corporation and any

other person, when signed by the Chairman of the Board, the President or any

Vice President and the Secretary, any Assistant Secretary, the Chief Financial

Officer, the Treasurer or any Assistant Treasurer of the corporation, shall be

valid and binding on the corporation in the absence of actual knowledge on the

part of the other person that the signing officers had no authority to execute

the same. Any such instruments may be signed by any other person or persons and

in such manner as from time to time shall be determined by the Board, and,

unless so authorized by the Board, no officer, agent or employee shall have any

power or authority to bind the corporation by any contract or engagement or to

pledge its credit or to render it liable for any purpose or amount.

 

Section 4.  CERTIFICATES FOR SHARES.

 

(a) Shares of the capital stock of the corporation may be certificated or

uncertificated, as provided under the General Corporation Law of California.

Each shareholder, upon written request to the transfer agent or registrar of the

corporation, shall be entitled to have a certificate in the name of the

corporation by the President or a Vice President and by the Chief Financial

Officer, the Treasurer or an Assistant Treasurer or the Secretary or Assistant

Secretary, certifying the number of shares and the class or series of shares

owned by the shareholder. Any or all of the signatures on the certificate may be

facsimile. If 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 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 date of issue. Shares issued prior

to the date on which the shares have become eligible for issuance in

uncertificated form shall be certificated shares until a certificate for such

shares is surrendered to this corporation.

 

(b) Shares may be issued prior to full payment under such restrictions and for

such purposes as the Board may provide; provided, however, that on any

certificate issued to represent any partly paid shares, or, for uncertificated

shares, on the initial transaction statement for such partly paid shares, the

total amount of the consideration to be paid therefor and the amount paid

thereon shall be stated.

 

(c) Subject to any restrictions on transfer and unless otherwise provided by the

Board of Directors, shares of stock may be transferred only on the books of the

corporation, if such shares are certificated, and by the surrender to the

corporation or its transfer agent of the certificate therefore properly endorsed

or accompanied by a written assignment or power of attorney properly executed,

or upon proper instructions from the holder of uncertificated shares, in each

case, with such proof of the authenticity of signature as the corporation or its

transfer agent may reasonably require.

 

(d) Except as provided in this Section or the General Corporation Law of

California, no certificate for shares shall be issued in lieu of an old one

unless the latter is surrendered and cancelled at the same time. The Board may,

however, if any share certificate or new certificate is alleged to have been

lost, stolen or destroyed, authorize the issuance of a new certificate in lieu

thereof, and the corporation may require that the corporation be given a bond or

other adequate security sufficient to indemnify it against any claim that may be

made against it (including expense or liability) on account of the alleged loss,

theft, or destruction of such certificate or the issuance of such new

certificate.

 

(e) When the articles of incorporation are amended in any way affecting the

statements contained in the certificates for outstanding shares, or it becomes

desirable for any reason, in the discretion of the Board, to cancel any

outstanding certificates for shares and issue new certificates therefor

conforming to the rights of the holder, the Board may order any holders of

outstanding certificates to surrender and exchange them for new certificates

within a reasonable period of time. When the articles of incorporation are

amended in any way affecting the statements contained in the initial transaction

statements or other written statements for outstanding uncertificated

securities, or it becomes desirable for any reason in the discretion of the

Board, to amend, revise, or supersede any outstanding initial transaction

statements or written statements, the Board may order the issuance and delivery

to holders of record of amended, revised, or superseding initial transaction

statements or written statements.

 

Section 5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chief Executive

Officer, the President or any other officer or officers authorized by the Board

or the Chief Executive Officer are each authorized to vote, represent and

exercise on behalf of the corporation all rights incident to any and all shares

of any other corporation or corporations standing in the name of the

 

                                       14

<PAGE>

 

 

corporation. The authority herein granted may be exercised either by any such

officer in person or by any other person authorized so to do by proxy or power

of attorney duly executed by said officer.

 

Section 6. STOCK PURCHASE PLANS. The corporation may adopt and carry out a stock

purchase plan or agreement or stock option plan or agreement providing for the

issue and sale for such consideration as may be fixed of its unissued shares, or

of issued shares acquired or to be acquired, to one or more of the employees or

directors of the corporation or of a subsidiary or to a trustee on their behalf

and for the payment for such shares in installments or at one time, and may

provide for aiding any such persons in paying for such shares by compensation

for services rendered, promissory notes or otherwise.

 

Any such stock purchase plan or agreement or stock option plan or agreement may

include, among other features, the fixing of eligibility for participation

therein, the class and price of shares to be issued or sold under the plan or

agreement, the number of shares which may be subscribed for, the method of

payment therefor, the reservation of title until full payment therefor, the

effect of the termination of employment, an option or obligation on the part of

the corporation, to repurchase the shares upon termination of employment,

restrictions upon transfer of the shares, the time limits of and termination of

the plan, and any other matters, not in violation of applicable law, as may be

included in the plan as approved or authorized by the Board or any committee of

the Board.

 

Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires,

the general provisions, rules of construction and definitions contained in the

General Provisions of the California Corporations Code and in the California

General Corporation Law shall govern the construction of these Bylaws.

 

                          ARTICLE VI. Indemnification.

                                      ----------------

 

Section 1.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

(a) Each person who was or is a party or is threatened to be made a party or is

otherwise involved in any action, suit or proceeding, whether civil, criminal,

administrative or investigative (hereinafter a "proceeding"), by reason of the

fact that he or she is or was a director or officer of the corporation, or of

any predecessor corporation, or is or was a director or officer who is or was

serving at the request of the corporation as a director, officer, employee or

other agent of another corporation, a partnership, joint venture, trust or other

enterprise (including service with respect to corporation-sponsored employee

benefit plans), whether the basis of such proceeding is alleged action or

inaction in an official capacity as a director or officer or in any other

capacity while serving as a director or officer, shall, subject to the terms of

any agreement between the corporation and such person, be indemnified and held

harmless by the corporation to the fullest extent permissible under California

law and the corporation's Articles, against all expense, liability and loss

(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties

and amounts paid in settlement) actually and reasonably incurred or suffered by

such person in connection therewith; provided, however, that amounts paid in

settlement of a proceeding shall be payable only if the settlement is approved

in writing by the corporation. Such indemnification shall continue as to a

person who has ceased to be a director or officer for acts performed while a

director or officer and shall inure to the benefit of his or her heirs,

executors and administrators. Notwithstanding the foregoing, the corporation

shall indemnify any such person in connection with a proceeding (or part

thereof) initiated by such person only if such proceeding (or part thereof) was

authorized by the Board of the corporation. The right to indemnification

conferred in this Article shall include the right to be paid by the corporation

the expenses incurred in defending any proceeding in advance of final

disposition to the fullest extent permitted by law; provided, however, that the

payment under this Article of such expenses in advance of the final disposition

of a proceedings shall be conditioned upon the delivery to the corporation of a

written request for such advance and of an undertaking by or on behalf of the

director or officer to repay all amounts so advanced if it shall be ultimately

determined that such director or officer is not entitled to be indemnified.

 

(b) Notwithstanding the foregoing or any other provisions under this Article,

the corporation shall not be liable under this Article to indemnify a director

or officer against expenses, liabilities or losses incurred or suffered in

connection with, or make any advances with respect to, any proceeding against a

director or officer: (i) as to which the corporation is prohibited by applicable

law from paying as an indemnity; (ii) with respect to expenses of defense or

investigation, if such expenses were or are incurred without the corporation's

consent (which consent may not be unreasonably withheld); (iii) for which

payment is actually made to the director or officer under a valid and

collectible insurance policy maintained by the corporation, except in respect of

any excess beyond the amount of payment under such insurance; (iv) for which

payment is actually made to the director or officer under an indemnity by the

 

                                       15

<PAGE>

 

 

corporation otherwise than pursuant to this Bylaw Article, except in respect of

any excess beyond the amount of payment under such indemnity; (v) based upon or

attributable to the director or officer gaining in fact any personal profit or

advantage to which he or she was not legally entitled; (vi) for an accounting of

profits made from the purchase or sale by the director or officer of securities

of the corporation pursuant to the provisions of Section 16(b) of the Securities

Exchange Act of 1934 and amendments thereto or similar provisions of any

federal, state or local statutory law; or (vii) based upon acts or omissions

involving intentional misconduct or a knowing and culpable violation of law.

 

Section 2. INDEMNIFICATION OF EMPLOYEES AND AGENTS. A person who was or is a

party or is threatened to be made a party to or is involved in any proceeding by

reason of the fact that he or she is or was an employee or agent of the

corporation or is or was an employee or agent of the corporation who is or was

serving at the request of the corporation as an employee or agent of another

enterprise, including service with respect to corporation-sponsored employee

benefits plans, whether the basis of such action is alleged action or inaction

in an official capacity or in any other capacity while serving as an employee or

agent, may, upon appropriate action by the corporation and subject to the terms

of any agreement between the corporation and such person, be indemnified and

held harmless by the corporation up to the fullest extent permitted by

California law and the corporation's Articles, against all expense, liability

and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or

penalties and amounts paid or to be paid in settlement) actually and reasonably

incurred or suffered by such person in connection therewith.

 

Section 3. RIGHT OF DIRECTORS AND OFFICERS TO BRING SUIT. If a claim under

Section 1 of this Article is not paid by the corporation or on its behalf within

90 days after a written claim has been received by the corporation, the claimant

may at any time thereafter bring suit against the corporation to recover the

unpaid amount of the claim, and, if successful in whole or in part, the claimant

also shall be entitled to be paid the expense of prosecuting such claim.

 

Section 4. SUCCESSFUL DEFENSE. Notwithstanding any other provision of this

Article, to the extent that a director or officer has been successful on the

merits or otherwise (including the dismissal of a proceeding without prejudice

or the settlement with the written consent of the corporation of a proceeding

without admission of liability) in defense of any proceeding referred to in

Section 1 or in defense of any claim, issue or matter therein, such director or

officer shall be indemnified against expenses (including attorneys' fees)

actually and reasonably incurred in connection therewith.

 

Section 5. INDEMNITY AGREEMENTS. The corporation may enter into agreements with

any director, officer, employee or agent of the corporation providing for

indemnification to the fullest extent permissible under applicable law and the

corporation's Articles.

 

Section 6. SUBROGATION. In the event of payment by the corporation of a claim

under Section 1 of this Article, the corporation shall be subrogated to the

extent of such payment to all of the rights of recovery of the indemnified

person, who shall execute all papers required and shall do everything that may

be necessary or appropriate to secure such rights, including the execution of

such documents necessary or appropriate to enable the corporation effectively to

bring suit to enforce such rights.

 

Section 7. NON-EXCLUSIVITY RIGHTS. The right to indemnification provided by this

Article shall not be exclusive of any other right which any person may have or

hereafter acquire under any statute, bylaw, agreement, vote of shareholders or

disinterested directors or otherwise.

 

Section 8. INSURANCE. The corporation may maintain insurance, at its expense, to

protect itself and any director, officer, employee or agent of the corporation

or another corporation, a partnership, joint venture, trust or other enterprise

against any expense, liability or loss, whether or not the corporation would

have the power to indemnify such person against such expense, liability or loss

under California law.

 

Section 9. EXPENSES AS A WITNESS. To the extent that any director, officer or

employee of the corporation is by reason of such position a witness in any

action, suit or proceeding, he or she will be indemnified against all costs and

expenses actually and reasonably incurred by him or her or on his or her behalf

in connection therewith.

 

Section 10. NONAPPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS. This

Article does not apply to any proceeding against any trustee, investment manager

or other fiduciary of an employee benefit plan in such person's capacity as

such, even though such person may also be an agent of the corporation. The

corporation shall have power to indemnify such trustee, investment manager or

other fiduciary to the extent permitted by subdivision (f) of Section 207 of the

California General Corporation Law.

 

Section 11. SEPARABILITY. Each and every paragraph, sentence, term and provision

of this Article is separate and distinct so that if any paragraph, sentence,

term or provision shall be held to be invalid or unenforceable for any reason,

such invalidity or unenforceability shall not affect the validity or

enforceability of any other paragraph, sentence, term or provision hereof. To

the extent required, any paragraph, sentence, term or provision of this Article

may be modified by a court of competent jurisdiction to preserve its validity

and to provide the claimant with, subject to the limitations set forth in this

Article and any agreement between the corporation and the claimant, the broadest

possible indemnification permitted under applicable law.

 

Section 12. EFFECT OF REPEAL OR MODIFICATION. Any repeal or modification of this

Article shall not adversely affect any right of indemnification of a director,

officer, employee or agent of the corporation existing at the time of such

repeal or modification with respect to any action or omission occurring prior to

such repeal or modification.

 

                       ARTICLE VII. Emergency Provisions.

                                    ---------------------

 

Section 1. GENERAL. The provisions of this Article shall be operative only

during a national emergency declared by the President of the United States or

the person performing the President's functions, or in the event of a nuclear,

atomic or other attack on the United States or a disaster making it impossible

or impracticable for the corporation to conduct its business without recourse to

the provisions of this Article. Said provisions in such event shall override all

other Bylaws of the corporation in conflict with any provisions of this Article,

and shall remain operative so long as it remains impossible or impracticable to

continue the business of the corporation otherwise, but thereafter shall be

inoperative; provided that all actions taken in good faith pursuant to such

provisions shall thereafter remain in full force and effect unless and until

revoked by action taken pursuant to the provisions of the Bylaws other than

those contained in this Article.

 

Section 2. UNAVAILABLE DIRECTORS. All directors of the corporation who are not

available to perform their duties as directors by reason of physical or mental

incapacity or for any other reason or who are unwilling to perform their duties

or whose whereabouts are unknown shall automatically cease to be directors, with

like effect as if such persons had resigned as directors, so long as such

unavailability continues.

 

Section 3. AUTHORIZED NUMBER OF DIRECTORS. The authorized number of directors

shall be the number of directors remaining after eliminating those who have

ceased to be directors pursuant to Section 2, or the minimum number required by

law, whichever number is greater.

 

Section 4. QUORUM. The number of directors necessary to constitute a quorum

shall be one-third of the authorized number of directors as specified in the

foregoing Section, or other minimum number as, pursuant to the law or lawful

decree then in force, it is possible for the Bylaws of a corporation to specify.

 

Section 5. CREATION OF EMERGENCY COMMITTEE. In the event the number of directors

remaining after eliminating those who have ceased to be directors pursuant to

Section 2 is less than the minimum number of authorized directors required by

law, then until the appointment of additional directors to make up such required

minimum, all the powers and authorities which the Board could by law delegate,

including all powers and authorities which the Board could delegate to a

committee, shall be automatically vested in an emergency committee, and the

emergency committee shall thereafter manage the affairs of the corporation

pursuant to such powers and authorities and shall have all other powers and

authorities as may by law or lawful decree be conferred on any person or body of

persons during a period of emergency.

 

Section 6. CONSTITUTION OF EMERGENCY COMMITTEE. The emergency committee shall

consist of all the directors remaining after eliminating those who have ceased

to be directors pursuant to Section 2, provided that such remaining directors

are not less than three in number. In the event such remaining directors are

less than three in number the emergency committee shall consist of three

persons, who shall be the remaining director or directors and either one or two

officers or employees of the corporation as the remaining director or directors

may in writing designate. If there is no remaining director, the emergency

committee shall consist of the three most senior officers of the corporation who

are available to serve, and if and to the extent that officers are not

available, the most senior employees of the corporation. Seniority shall be

determined in accordance with any designation of seniority in the minutes of the

proceedings of the Board, and in the absence of such designation, shall be

determined by rate of remuneration. In the event that there are no remaining

directors and no officers or employees of the corporation available, the

emergency committee shall consist of three persons designated in writing by the

shareholder owning the largest number of shares of record as of the date of the

last record date.

 

Section 7. POWERS OF EMERGENCY COMMITTEE. The emergency committee, once

appointed, shall govern its own procedures and shall have power to increase the

number of members thereof beyond the original number, and in the event of a

vacancy or vacancies therein, arising at any time, the remaining member or

members of the emergency committee shall have the power to fill such vacancy or

vacancies. In the event at any time after its appointment all members of the

emergency committee shall die or resign or become unavailable to act for any

reason whatsoever, a new emergency committee shall be appointed in accordance

with the foregoing provisions of this Article.

 

Section 8. DIRECTORS BECOMING AVAILABLE. Any person who has ceased to be a

director pursuant to the provisions of Section 2 and who thereafter becomes

available to serve as a director shall automatically become a member of the

emergency committee.

 

Section 9. ELECTION OF BOARD OF DIRECTORS. The emergency committee, shall, as

soon after its appointment as is practicable, take all requisite action to

secure the election of a board of directors, and upon such election, all the

powers and authorities of the emergency committee shall cease.

 

Section 10. TERMINATION OF EMERGENCY COMMITTEE. In the event, after the

appointment of an emergency committee, a sufficient number of persons who ceased

to be directors pursuant to Section 2 become available to serve as directors, so

that if they had not ceased to be directors as aforesaid, there would be enough

directors to constitute the minimum number of directors required by law, then

all such persons shall automatically be deemed to be reappointed as directors

and the powers and authorities of the emergency committee shall be at an end.

 

                            ARTICLE VIII. Amendments.

                                          -----------

 

Subject to the Articles of Incorporation, these Bylaws may be amended or

repealed either by approval of the outstanding shares (as defined in Section 152

of the California General Corporation Law) or by the approval of the Board;

provided, however, that after the issuance of shares, a bylaw specifying or

changing a fixed number of directors or the maximum or minimum number or

changing from a fixed to a variable number of directors or vice versa may only

be adopted by approval of the outstanding shares and a bylaw reducing the fixed

number or the minimum number of directors to a number less than five shall be

subject to the provisions of Section 212(a) of the California General

Corporation Law.

[As Filed 01/04/2008]