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Title: |
Bylaws |
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Date: |
2002 |
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Size: |
Preview shows 14KB of 65KB total |
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$50 |
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ID: |
#1908197 |
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{CAPTION}
Page
----
{S} {C}
ARTICLE I. Offices ........................................................ 1
-------
Section 1. PRINCIPAL EXECUTIVE OFFICE ............................... 1
Section 2. OTHER OFFICES ............................................ 1
ARTICLE II. Shareholders .................................................. 1
------------
Section 1. PLACE OF MEETINGS ........................................ 1
Section 2. ANNUAL MEETINGS .......................................... 1
Section 3. SPECIAL MEETINGS ......................................... 1
Section 4. NOTICE OF ANNUAL OR SPECIAL MEETINGS ..................... 2
Section 5. QUORUM ................................................... 2
Section 6. ADJOURNED MEETINGS AND NOTICE THEREOF .................... 2
Section 7. VOTING ................................................... 3
Section 8. RECORD DATE .............................................. 4
Section 9. CONSENT OF ABSENTEES ..................................... 5
Section 10. ACTION WITHOUT MEETING ................................... 5
Section 11. PROXIES .................................................. 6
Section 12. INSPECTORS OF ELECTION ................................... 6
Section 13. CONDUCT OF MEETING ....................................... 6
ARTICLE III. Directors .................................................... 6
---------
Section 1. POWERS ................................................... 7
Section 2. NUMBER OF DIRECTORS ...................................... 7
Section 3. ELECTION AND TERM OF OFFICE .............................. 7
Section 4. VACANCIES ................................................ 7
Section 5. PLACE OF MEETING ......................................... 8
Section 6. REGULAR MEETINGS ......................................... 8
Section 7. SPECIAL MEETINGS ......................................... 8
Section 8. QUORUM ................................................... 9
Section 9. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE ........ 9
Section 10. WAIVER OF NOTICE ......................................... 9
Section 11. ADJOURNMENT .............................................. 9
Section 12. FEES AND COMPENSATION .................................... 9
Section 13. ACTION WITHOUT MEETING ................................... 10
Section 14. RIGHTS OF INSPECTION ..................................... 10
Section 15. COMMITTEES ............................................... 10
ARTICLE IV. Officers ...................................................... 11
--------
Section 1. OFFICERS ................................................. 11
Section 2. ELECTION ................................................. 11
Section 3. SUBORDINATE OFFICERS ..................................... 11
Section 4. REMOVAL AND RESIGNATION .................................. 11
Section 5. VACANCIES ................................................ 11
Section 6. CHAIRMAN OF THE BOARD .................................... 11
Section 7. PRESIDENT ................................................ 11
Section 8. VICE PRESIDENTS .......................................... 12
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
Section 9. SECRETARY ................................................ 12
Section 10. CHIEF FINANCIAL OFFICER .................................. 12
ARTICLE V. Other Provisions ............................................... 13
----------------
Section 1. INSPECTION OF CORPORATE RECORDS .......................... 13
Section 2. INSPECTION OF BYLAWS ..................................... 13
Section 3. ENDORSEMENT OF DOCUMENTS; CONTRACTS ...................... 14
Section 4. CERTIFICATES OF STOCK .................................... 14
Section 5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS ........... 14
Section 6. STOCK PURCHASE PLANS ..................................... 15
Section 7. CONSTRUCTION AND DEFINITIONS ............................. 15
Section 8. AMENDMENTS ............................................... 15
Section 9. ANNUAL REPORT TO SHAREHOLDERS ............................ 15
ARTICLE VI. Indemnification ............................................... 15
---------------
Section 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS ................ 16
Section 2. INDEMNIFICATION OF AGENTS ................................ 17
Section 3. RIGHT OF DIRECTORS AND OFFICERS TO BRING SUIT ............ 17
Section 4. SUCCESSFUL DEFENSE ....................................... 17
Section 5. NON-EXCLUSIVITY OF RIGHTS ................................ 18
Section 6. INSURANCE ................................................ 18
Section 7. EXPENSES AS A WITNESS .................................... 18
Section 8. INDEMNITY AGREEMENTS ..................................... 18
{/TABLE}
ii
{PAGE}
BYLAWS
for the regulation, except
as otherwise provided by statute or
its Articles of Incorporation,
of
LBI HOLDINGS II, INC.,
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. ANNUAL MEETINGS. The annual meetings of shareholders shall be
held on such date and at such time as may be fixed by the Board.
Section 3. 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. 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 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,
{PAGE}
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,
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 a majority of the shares 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 45 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 any 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.
2
{PAGE}
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
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