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Title:

Bylaws

Entities:

California Equity Funding Inc.; Ph Ventures San Jose

Date:

2005

Size:

56KB total

Price:

$38

ID:

#1869377

► Corporate ► Bus. Formation ► Bylaws
► Miscellany

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BYLAWS

for the regulation, except as

otherwise provided by statute or

the Articles of Incorporation, of

CALIFORNIA EQUITY FUNDING, INC.

a California corporation

TABLE OF CONTENTS


Section	Title		Page

ARTICLE I. GENERAL PROVISIONS

1.01	Principal Executive Office		1
1.02	Number of Directors		1

ARTICLE II. SHARES AND SHAREHOLDERS

2.01	Meetings of Shareholders		1

	(a)	Place of Meetings	1
	(b)	Annual Meetings	2
	(c)	Special Meetings	2
	(d)	Notice of Meetings	2
	(e)	Adjourned Meeting and Notice Thereof	3
	(f)	Waiver of Notice	3
	(g)	Quorum	3

2.02	Action Without a Meeting		4
2.03	Voting of Shares		4

	(a)	In General	4
	(b)	Cumulative Voting	4
	(c)	Election by Ballot	5

2.04	Proxies		5
2.05	Inspectors of Election		5

	(a)	Appointment	5
	(b)	Duties	5

2.06	Record Date		6
2.07	Share Certificates		7

	(a)	In General	7
	(b)	Two or More Classes or Series	7
	(c)	Special Restrictions	7

2.08	Transfer of Certificates		8
2.09	Lost Certificates		8

ARTICLE III. DIRECTORS

3.01	Powers		8
3.02	Committees of the Board		8
3.03	Election and Term of Office		9

-i-


Section	Title			Page
3.04	Vacancies			9
3.05	Removal			10
3.06	Resignation			10
3.07	Meetings of the Board of Directors and Committees			10

	(a)	Regular Meetings		10
	(b)	Organization Meeting		10
	(c)	Special Meetings		10
	(d)	Notices; Waivers		10
	(e)	Adjournment		11
	(f)	Place of Meeting		11
	(g)	Presence by Conference Telephone Call		11
	(h)	Quorum		11

3.08	Action Without Meeting			11
3.09	Committee Meetings			11

ARTICLE IV. OFFICERS

4.01	Officers			12
4.02	Elections			12
4.03	Other Officers			12
4.04	Removal			12
4.05	Resignation			12
4.06	Vacancies			12
4.07	Chairman of the Board			12
4.08	President			13
4.09	Vice President			13
4.10	Secretary			13
4.11	Chief Financial Officer			13
4.12	Treasurer			14

ARTICLE V. MISCELLANEOUS

5.01	Records and Reports			14

	(a)	Books of Account and Proceedings		14
	(b)	Annual Report		14
	(c)	Shareholders Requests for Financial Reports		14

5.02	Rights of Inspection			15

	(a)	By Shareholders		15

		(1)	Record of Shareholders	15
		(2)	Corporate Records	15
		(3)	Bylaws	16

	(b)	By Directors		16

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Section	Title		Page
5.03	Checks, Drafts, Etc.		16
5.04	Representation of Shares of Other Corporations		16
5.05	Indemnification and Insurance		16

	(a)	Right to Indemnification	16
	(b)	Right of Claimant to Bring Suit	17
	(c)	Non-Exclusivity of Rights	17
	(d)	Insurance	18
	(e)	Indemnification of Employees and Agents of the Corporation	18

5.06	Employee Stock Purchase Plans		18
5.07	Time Notice Given or Sent		19
5.08	Construction and Definitions		19

ARTICLE VI. AMENDMENTS

6.01	Power of Shareholders		19
6.02	Power of Directors		19

-iii-

BYLAWS

for the regulation, except as otherwise provided

by statute or the Articles of Incorporation,

CALIFORNIA EQUITY FUNDING, INC.

ARTICLE I. GENERAL PROVISIONS

Section 1.01 Principal Executive Office. The Board of Directors shall designate the location of the principal executive office of the corporation at any place within or without the State of California. The Board of Directors shall have the power to change the principal executive office to another location and may designate and locate one or more subsidiary offices within or without the State of California.

Section 1.02 Number of Directors. The affairs of the corporation shall be managed by a Board of Directors consisting of not less than two (2) nor more than three (3) directors. The exact number of directors within the limits specified shall be set, and may be changed from time to time, by a resolution duly adopted by the Board of Directors or the shareholders. The limits may be changed, or a single number fixed without provision for variation, by an amendment to these bylaws duly adopted by the vote or written consent of a majority of the outstanding shares entitled to vote; provided, however, that a bylaw reducing the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent are equal to more than 16-2/3 percent of the outstanding shares entitled to vote. No amendment may change the stated maximum number of authorized directors to a number greater than two (2) times the stated minimum number of directors minus one (1).

ARTICLE II. SHARES AND SHAREHOLDERS

Section 2.01 Meetings of Shareholders.

a. Place of Meetings. Meetings of shareholders shall be held at any place within or without the State of California designated by the Board of Directors. In the absence of any such designation, shareholders meetings shall be held at the principal executive office of the corporation.

b. Annual Meetings. An annual meeting of the shareholders of the corporation shall be held on the third Tuesday of September of each year at 10:00 a.m. or at such other date and time as may be designated by the Board of Directors. Should said day fall upon a legal holiday, the annual meeting of shareholders shall be held at the same time on the next day thereafter ensuing which is a full business day. At each annual meeting directors shall be elected, and any other proper business may be transacted.

c. Special Meetings. Special meetings of the shareholders may be called by the Board of Directors, the chairman of the board, the president, or by the holders of shares entitled to cast not less than 10 percent of the votes at the 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 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice.

d. Notice of Meetings. Notice of any shareholders meeting shall be given not less than 10 nor more than 60 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 giving of the notice, intends to present for action by the shareholders. 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 the board for election.

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