EX-99.1

EX-99.1 22 d441280dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

BYLAWS OF

OPEN BANK

LOS ANGELES, CALIFORNIA

AMENDED AND ADOPTED MARCH 17, 2016

INDEX


		Page

ARTICLE I	OFFICES		1
Section 1.1	PRINCIPAL EXECUTIVE OFFICE		1
Section 1.2	OTHER OFFICES		1

ARTICLE II	MEETINGS OF SHAREHOLDERS		1
Section 2.1	PLACE OF MEETINGS		1
Section 2.2	ANNUAL MEETINGS		1
Section 2.3	NOMINATIONS FOR DIRECTOR		3
Section 2.4	SPECIAL MEETINGS		3
Section 2.5	QUORUM		3
Section 2.6	ADJOURNED MEETING AND NOTICE THEREOF		4
Section 2.7	VOTING		4
Section 2.8	VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS		4
Section 2.9	ACTION WITHOUT MEETING		5
Section 2.10	PROXIES		6
Section 2.11	INSPECTORS OF ELECTION		6

ARTICLE III	DIRECTORS		7
Section 3.1	POWERS		7
Section 3.2	NUMBER AND QUALIFICATION OF DIRECTORS		9
Section 3.3	ELECTION AND TERM OF OFFICE		9
Section 3.4	REMOVAL OF DIRECTORS		9
Section 3.5	VACANCIES.		9
Section 3.6	PLACE OF MEETING		10
Section 3.7	ORGANIZATIONAL MEETING		10
Section 3.8	OTHER REGULAR MEETINGS		10
Section 3.9	SPECIAL MEETINGS		10
Section 3.10	ACTION WITHOUT MEETING		11
Section 3.11	ACTION AT A MEETING; QUORUM AND REQUIRED VOTE		11
Section 3.12	VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS		11
Section 3.13	WAIVER OF NOTICE BY ATTENDANCE		11
Section 3.14	ADJOURNMENT		11
Section 3.15	PARTICIPATION BY TELEPHONIC OR ELECTRONIC MEANS		12
Section 3.16	FEES AND COMPENSATION		12
Section 3.17	TRANSACTIONS BETWEEN THE CORPORATION AND ITS DIRECTORS		12
Section 3.18	CHAIRMAN AND VICE CHAIRMAN OF THE BOARD		13


ARTICLE IV	OFFICERS		13
Section 4.1	OFFICERS		13
Section 4.2	ELECTION		14
Section 4.3	SUBORDINATE OFFICERS, ETC		14
Section 4.4	REMOVAL AND RESIGNATION		14
Section 4.5	VACANCIES		14


Section 4.6	PRESIDENT	14
Section 4.7	VICE PRESIDENTS	14
Section 4.8	SECRETARY	14
Section 4.9	CHIEF FINANCIAL OFFICER	15

ARTICLE V	GENERAL CORPORATE MATTERS	15
Section 5.1	RECORD DATE	15
Section 5.2	INSPECTION OF CORPORATE RECORDS	16
Section 5.3	MAINTENANCE AND INSPECTION OF BYLAWS	16
Section 5.4	ANNUAL AND OTHER REPORTS	16
Section 5.5	CHECKS, DRAFTS, ETC	17
Section 5.6	CONTRACTS, ETC., HOW EXECUTED	17
Section 5.7	CERTIFICATES FOR SHARES	17
Section 5.8	STATEMENTS ON CERTIFICATE FOR SHARES	17
Section 5.9	LOST, STOLEN OR DESTROYED CERTIFICATES	17
Section 5.10	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	17
Section 5.11	CONSTRUCTION AND DEFINITIONS	18
Section 5.12	CORPORATE SEAL	18
Section 5.13	EFFECT OF STATE AND FEDERAL LAWS AND REGULATIONS	18

ARTICLE VI	INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS	18
Section 6.1	MANDATORY INDEMNIFICATION	18
Section 6.2	PAYMENT OF EXPENSES IN ADVANCE.	18
Section 6.3	INDEMNITY NOT EXCLUSIVE	18
Section 6.4	INSURANCE INDEMNIFICATION	19
Section 6.5	CONFLICTS	19
Section 6.6	NON-APPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS	19

ARTICLE VII	AMENDMENTS	19
Section 7.1	POWER OF SHAREHOLDERS	19
Section 7.2	POWER OF DIRECTORS	19

BYLAWS

OPEN BANK

(A California State Banking Corporation)

ARTICLE I

OFFICES

Section 1.1 PRINCIPAL EXECUTIVE OFFICE. The principal executive office of the Corporation (the “Head Office”) is hereby fixed and located at 1000 Wilshire Boulevard, Los Angeles, California. The Board of Directors of the Corporation (the “Board”) is hereby granted full power and authority to change said Head Office from one location to another, subject to all necessary regulatory approvals.

Section 1.2 OTHER OFFICES. Branch offices or other places of business may at any time be established by the Board at any place or places, subject to all necessary regulatory approvals.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.1 PLACE OF MEETINGS. All meetings of shareholders shall be held at the Head Office of the Corporation, or at any other place within the State of California which may be designated either by the Board or by the written consent of all persons entitled to vote thereat and not present at the meeting, given either before or after the meeting and filed with the Secretary of the Corporation.

Section 2.2 ANNUAL MEETINGS.

(a) Time and Place. An annual meeting of the shareholders shall be held each year on a date and at a time and place designated by the Board. The date so designated for the initial meeting shall be within fifteen (15) months after the organization of the corporation, and the date so designated for each subsequent meeting shall be within fifteen (15) months after the last annual meeting.

(b) Business to be Transacted. At the annual meeting, directors shall be elected, reports of the affairs of the Corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders.

(c) Notice, Means. Written notice of each annual meeting shall be given to each shareholder entitled to vote, either personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at his or her address appearing on the books of the Corporation or given by him or her to the Corporation for the purpose of notice. If any notice or report addressed to the shareholder at the address of such shareholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the Head Office of the Corporation for a period of one year from the date of the giving of the notice or report to the other shareholders. If a shareholder gives no address, notice shall be deemed to have been given him or her if sent by mail or other means of written communication addressed to the place where the Head Office of the Corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said Head Office is located. An affidavit of the mailing or other means of giving any notice of any annual meeting shall be executed by the Secretary, Assistant Secretary, or any transfer agent of Corporation giving the notice, and shall be filed and maintained in the minute book of the Corporation.

(d) Notice, Time and Content. All notices referred to in subsection (c) above shall be given to each shareholder entitled thereto not less than ten (10) days nor more than sixty (60) days before each annual meeting. Any such notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication.

Such notices shall specify:

(i) the place, the date, and the hour of such meeting;

(ii) those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders;

(iii) if directors are to be elected, the names of nominees intended at the time of the notice to be presented by management for election;

(iv) the general nature of a proposal, if any, to take action with respect to approval of, (a) a contract or other transaction with an interested director, (b) amendment of the Articles of Incorporation, (c) a reorganization of the Corporation as defined in Section 181 of the General Corporation Law, (d) voluntary dissolution of the Corporation, or (e) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, if any; and,

(v) such other matters, if any, as may be expressly required by statute.

Section 2.3 NOMINATIONS FOR DIRECTOR. Nominations for election of members of the Board may be made by the Board or by any shareholder of any outstanding class of voting stock of the Corporation entitled to vote for the election of directors. Notice of intention to make any nominations, other than by the Board, shall be made in writing and shall be received by the President of the Corporation no more than 60 days prior to any meeting of shareholders called for the election of directors, and no more than 10 days after the date the notice of such meeting is sent to shareholders pursuant to Section 2.2(d) of these Bylaws; provided, however, that if only 10 days’ notice of the meeting is given to shareholders, such notice of intention to nominate shall be received by the President of the Corporation not later than the time fixed in the notice of the meeting for the opening of the meeting. Such notification shall contain the following information to the extent known to the notifying shareholder: (A) the name and address of each proposed nominee; (B) the principal occupation of each proposed nominee; (C) the number of shares of voting stock of the Corporation owned by each proposed nominee; (D) the name and residence address of the notifying shareholder; and (E) the number of shares of voting stock of the Corporation owned by the notifying shareholder. Nominations not made in accordance herewith shall be disregarded by the chairman of the meeting, and the inspectors of election shall then disregard all votes cast for each such nominee.

Section 2.4 SPECIAL MEETINGS. Calling of. Special meetings of the shareholders, for the purpose of taking any action permitted by the shareholders under the General Corporation Law and the Articles of Incorporation of this Corporation, may be called at any time by the Chairman of the Board, the President, the Board, or by one or more shareholders holding not less than ten percent (10%) of the outstanding shares entitled to vote.

(b) Time and Notice of. Upon receipt of a request in writing that a special meeting of shareholders be called for any proper purpose, directed to the Chairman of the Board, President, Vice President or Secretary by any person (other than the Board) entitled to call a special meeting of shareholders, then such officer shall forthwith cause notice to be given to 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 (35) nor more than sixty (60) days after receipt of the request. If such notice is not given within twenty (20) days after receipt of such request, the persons calling for the meeting may give notice thereof in the manner provided by these Bylaws or apply to the Superior Court for an order requiring the giving of such notice, as provided in the General Corporation Law. Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of shareholders. In addition to the matters required by item (i) and, if applicable, item (iii) of Section 2.2 of these Bylaws, notice of any special meeting shall specify the general nature of the business to be transacted at such meeting.

Section 2.5 QUORUM. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders. 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 2.6 ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at such meeting, except as provided in Section 2.5 above. When any shareholders’ meeting, either annual or special, is adjourned for forty-five (45) days or more, 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. Except as provided above, 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 of the time and place thereof at the meeting at which such adjournment is taken.

Section 2.7 VOTING.

(a) Record Date. Unless a record date for voting purposes is fixed as provided in Section 5.1 of Article V of these Bylaws then, subject to the provisions of the General Corporation Law (relating to voting of shares held by a fiduciary, in the name of a corporation, or in joint ownership), only persons in whose names shares entitled to vote stand on the stock records of the Corporation at the close of business on the business day next preceding the day on which notice of the meeting is given or if such notice is waived, at the close of business on the business day next preceding the day on which the meeting of shareholders is held, shall be entitled to vote at such meeting, and such day shall be the record date for such meeting.

(b) Ballot. Voting may be oral or by written ballot; provided, however, all elections for directors must be by ballot if demand for election by ballot is made by a shareholder at the meeting and before the voting begins. If a quorum is present, except with respect to election of directors, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the General Corporation Law or the Articles of Incorporation.

(c) Cumulative Voting for Election of Directors. Subject to the requirements contained in this subsection, every shareholder entitled to vote at any election for directors shall have the right to cumulate his or her 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 his or her shares are entitled, or to distribute his or her votes on the same principle among as many candidates as he or she shall think fit. No shareholder shall be entitled to cumulate his or her votes unless the name of the candidate or candidates for whom such votes would be cast has been placed in nomination in accordance with the provisions of these Bylaws and any shareholder has given notice at the meeting, prior to the voting, of such shareholder’s intent to cumulate his or her votes. The candidates receiving the highest number of votes of shares entitled to be voted for them, up to the number of directors to be elected, shall be elected.

Section 2.8 VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS. The transactions of any meeting of shareholders, annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular

call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 2.2(d)(iv) of Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

Section 2.9 ACTION WITHOUT MEETING.

(a) Election of Directors. Except as provided in Section 3.4(d) of Article III of these Bylaws, Directors may be elected without a meeting by a consent in writing, setting forth the action so taken, signed by all of the persons who would be entitled to vote for the election of directors, provided that, without notice except as hereinafter set forth, a director may be elected at any time to fill a vacancy not filled by the directors by the written consent of persons holding a majority of the outstanding shares entitled to vote for the election of directors.

(b) Other Action. Unless otherwise provided for in the Articles of Incorporation, any action which, under any provision of the General Corporation Law may be taken at a meeting of the shareholders, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is 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 the consents of all shareholders entitled to vote have been solicited in writing: (i) notice of any proposed shareholder approval of (a) a contract or other transaction with an interested director, (b) indemnification of an agent of the Corporation as authorized by Section 6.1 of Article VI of these Bylaws, (c) a reorganization of the Corporation as defined in the General Corporation Law, or (d) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, if any, without a meeting by less than unanimous written consent, shall be given at least ten (10) days before the consummation of the action authorized by such approval; and, (ii) prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent, to those shareholders entitled to vote who have not consented in writing. Such notices shall be given in the manner and shall be deemed to have been given as provided in Section 2.2 of Article II of these Bylaws.

Unless, as provided in Section 5.1 of Article V of these Bylaws, the Board has fixed a record date for the determination of shareholders entitled to notice of and to give such written consent, the record date for such determination shall be the day on which the first written consent is given. All such written consents shall be filed with the Secretary of the Corporation.

Any shareholder giving a written consent, or the shareholder’s proxyholders, or a transferee of the shares of a personal representative of the shareholder or his or her respective proxyholders, may revoke the consent by a writing received by the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the Corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the Corporation.

Section 2.10 PROXIES. Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his or her duly authorized agent and filed with the Secretary of the Corporation. Any proxy duly executed is not revoked and continues in full force and effect until (i) an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the Corporation prior to the vote pursuant thereto, (ii) the person executing the proxy attends the meeting and votes in person, or (iii) written notice of the death or incapacity of the maker of such proxy is received by the Corporation before said proxy is voted and counted; provided that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Section 2.11 INSPECTORS OF ELECTION.

(a) Appointment, Number. In advance of any meeting of shareholders, the Board may appoint any persons, other than nominees for office, as inspectors of election to act at such meeting or any adjournment thereto. If inspectors of election are not so appointed, or if any person so appointed fails to appear or refuses to act, the chairman of any such meeting may, and on the request of any shareholder or his or her proxy shall, make such appointment at the meeting as provided in the General Corporation Law. The number of inspectors shall be either one (1) or three (3). If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented in person or by proxy shall determine whether one (1) or three (3) inspectors are to be appointed.

(b) Duties. The duties of such inspectors shall be as prescribed by the General Corporation Law and shall include: determining the number of shares outstanding and the voting power of each; the shares represented at the meeting; the existence of a quorum; the authenticity, validity and effect of proxies; 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 such acts as may be proper to conduct the election or vote with fairness to all shareholders. In the determination of the validity and effect of proxies, the dates contained on the forms of proxy shall presumptively determine the order of execution of the proxies, regardless of the postmark dates on the envelopes in which they are mailed. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III

DIRECTORS

Section 3.1 POWERS. Subject to any limitations of the Articles of Incorporation and of the General Corporation Law to action to be authorized or approved by the shareholders and subject to the duties of directors as prescribed by these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:

First - To select and remove all the officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or these Bylaws, fix their compensation and require from them security for faithful service.

Second - To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefor not inconsistent with law, or with the Articles of Incorporation or the Bylaws, as they may deem best.

Third - To change the Head Office of the Corporation from one location to another as provided in Section 1.1 of Article I of these Bylaws; to fix and locate from time to time one or more branch offices or other places of business of the Corporation, as provided in Section 1.2 of Article I of these Bylaws; to designate any place within the State of California for the holding of any shareholders’ meeting or meetings; and 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 in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.

Fourth - To authorize the issue of shares of stock for the Corporation from time to time, upon such terms as may be lawful.

Fifth - 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, capital notes, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor, to the extent permitted by law.

Sixth - By resolution adopted by a majority of the authorized number of directors, the Board may designate an executive and other committees, each consisting of two or more directors, to serve at the pleasure of the Board, and to prescribe the manner in which proceedings of such committee shall be conducted. Unless the Board shall otherwise prescribe the manner of proceedings of any such committee, meetings of such committee may be regularly scheduled in advance and may be called at any time by any two members thereof; otherwise, the provisions of these Bylaws with respect to notice and conduct of meetings of the Board shall govern. Any such committee, to the extent provided in a resolution of the Board, shall have all of the authority of the Board, except with respect to:

(i) the approval of any action for which the General Corporation Law or the Articles of Incorporation also require shareholder approval;

(ii) the filling of vacancies on the Board or in any committee; Board or on any committee;

(iii) the fixing of compensation of the directors for serving on the

(iv) the adoption, amendment or repeal of Bylaws;

(v) the amendment or repeal of any resolution of the Board;

(vi) any distribution to the shareholders, except at a rate or in a periodic amount or within a price range determined by the Board;

(vii) the appointment of other committees of the Board or the members thereof; or

(viii) the approval of any action for which the California Financial Code requires the approval of a greater number of directors.

Seventh - The Board may appoint a Stock Option Committee or Committees composed of not less than three (3) directors, one of whom shall serve as chairman. The duties of this Committee shall be to manage this Corporation’s stock option plan(s), and to make periodic reports to the Board as to the status of the plan(s).

Eighth - To authorize the charitable donation of ten percent (10%) of the bank’s net income after taxes (as such net income may be reasonably defined by the Bank’s Board), and to donate the use of Corporate office space and other resources to one or more charitable non-profit organizations designated by the Board and in accordance with the timing, manner, policies, and other terms and conditions as the Board may direct from time to time.

Section 3.2 NUMBER AND QUALIFICATION OF DIRECTORS. The number of directors of the Corporation shall not be less than seven (7) nor more than seventeen (17) until changed by a Bylaw amending this Section 3.2 duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that in no event shall the authorized number of directors be fewer than 5. The exact number of directors shall be fixed from time to time, within the limits specified in this Section 3.2, by a Bylaw or amendment thereof duly adopted by the Board or by a resolution duly adopted by a vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of a majority of the outstanding shares entitled to vote. Subject to the foregoing provisions for changing the number of directors, the exact number of directors of this Corporation shall be eleven (11).

Section 3.3 ELECTION AND TERM OF OFFICE. The directors shall be elected at each annual meeting of 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. All directors shall hold office until the next annual meeting of shareholders and until his or her successor is elected and qualified, subject to the General Corporation Law and the provisions of these Bylaws with respect to vacancies on the Board.

Section 3.4 REMOVAL OF DIRECTORS. A director may be removed from office by the Board if he is declared of unsound mind by the order of court or convicted of a felony. Any or all of the directors may be removed from office without cause by a vote of shareholders holding a majority of the outstanding shares entitled to vote at an election of directors; however, unless the entire Board is removed, an individual director shall not be removed if the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast, or, if such action is taken by written consent, all shares entitled to vote were voted, and the entire number of directors authorized at the time of the director’s most recent election were then being elected. A director may also be removed from office by the Superior Court of the county in which the Corporation’s principal office is located, at the suit of the Corporation’s shareholders holding at least ten percent of the number of outstanding shares, in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the Corporation, in the manner provided by law.

Section 3.5 VACANCIES.

(a) When a Vacancy Exists. A vacancy in the Board shall be deemed to exist in case of the death, resignation or removal of any director, if a director has been declared of unsound mind by order of court, or if a director is convicted of a felony, 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.

(b) Filling of Vacancies of Directors. Vacancies in the Board, except for a vacancy created by the removal of a director (see subsection (d) below) 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 his or her successor is elected at an annual or a special meeting of shareholders. If the Board accepts the resignation of a director tendered to take effect at a future time, the Board (or the shareholders) may elect a successor to take office when the resignation becomes effective.

(c) Filling of Vacancies by Shareholders. The shareholders 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 shall require the consent of holders of a majority of the outstanding shares entitled to vote.

(d) Vacancy Due to Removal of Directors. A vacancy in the Board created by the removal of a director may only be filled by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the unanimous written consent of the holders of the outstanding shares.

(e) When Reduction in Number Effective. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

Section 3.6 PLACE OF MEETING. Regular meetings of the Board shall be held at any place within the State of California, which has been designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the Head Office of the Corporation. Special meetings of the Board may be held either at a place so designated or at the Head Office.

Section 3.7 ORGANIZATIONAL MEETING. Immediately following each annual meeting of shareholders the Board shall hold a regular meeting at the place of said annual meeting or at such other place as shall be fixed by the Board, for the purpose of organization, election of officers, and the transaction of other business. Call and notice of such meetings are hereby dispensed with.

Section 3.8 OTHER REGULAR MEETINGS. Other regular meetings of the Board shall be held at least once each calendar month at such day and hour as shall be fixed from time to time by the Board by resolution or in the Bylaws. If such day falls upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter ensuing which is a full business day. Notice of all such regular meetings of the Board is hereby dispensed with.

Section 3.9 SPECIAL MEETINGS. Special meetings of the Board for any purpose or purposes shall be called at any time by the Chairman of the Board, the President, or by any three directors. Written notice of the time and place of special meetings shall be delivered personally to each director or communicated to each director by telephone, or by telegraph or mail, charges prepaid, addressed to him or her at his or her address as it is shown upon the records of the Corporation or, if it is not so shown on such records or if not readily ascertainable, at the place at which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the place in which the Head Office of the Corporation is located at least three (3) days prior to the time of

the holding of the meeting. In case such notice is delivered, personally or by telephone, as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such director. Any notice shall state the date, place and hour of the meeting and the general nature of the business to be transacted.

Section 3.10 ACTION WITHOUT MEETING. Any action 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 written consent or consents shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as a unanimous vote of such directors.

Section 3.11 ACTION AT A MEETING; QUORUM AND REQUIRED VOTE. Presence of a majority of the authorized number of directors at a meeting of the Board constitutes a quorum for the transaction of business, except as hereinafter provided. 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. Participation in a meeting as permitted in the preceding sentence constitutes presence in person at such meeting. 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, or the same number after disqualifying one or more directors from voting, is required by law, by the Articles of Incorporation, or by these Bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of a director, provided that any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.12 VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS. The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the directors not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to him or her, signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereto. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.13 WAIVER OF NOTICE BY ATTENDANCE. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, unless a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called, noticed, or convened; provided, however, if after stating his or her objection, the objecting director continues to attend and by his or her attendance participates in any matters other than those to which he or she objected, he or she shall be deemed to have waived notice of such meeting and withdrawn his or her objections.

Section 3.14 ADJOURNMENT. A quorum of the directors may adjourn any directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum a majority of the directors present at any directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Section 3.15 PARTICIPATION BY TELEPHONIC OR ELECTRONIC MEANS. Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone pursuant to this subdivision constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through the use of electronic video screen communication or other communications equipment, other than conference telephone, pursuant to this subdivision constitutes presence in person at that meeting if all of the following apply: (A) Each member participating in the meeting can communicate with all of the other members concurrently. (B) Each member is provided the means of participating in all matters before the Board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation. (C) The Corporation adopts and implements some means of verifying both of the following: (i) A person participating in the meeting is a director or other person entitled to participate in the Board meeting. (ii) All actions of, or votes by, the Board are taken or cast only by the directors and not by persons who are not directors.

Section 3.16 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 resolution of the Board.

Section 3.17 TRANSACTIONS BETWEEN THE CORPORATION AND ITS DIRECTORS.

(a) Corporation and Directors. No contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any corporation, firm or association in which one or more of its directors has a material financial interest (a mere common directorship shall not constitute a material financial interest), is either void or voidable because such director or directors or such other corporation, firm or association are parties or because such director or directors are present at the meeting of the Board or a committee thereof which authorizes, approves or ratifies the contract or transaction, if

(i) the material facts as to the transaction and as to such director’s interest are fully disclosed or known to the shareholders and such contract or transaction is approved in good faith by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of shareholders, with the shares owned by the interested director or directors not being entitled to vote thereon; or

(ii) the material facts as to the transaction and as to such director’s interest are fully disclosed or known to the Board or committee, and the Board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the interested director or directors and the contract or transaction is just and reasonable as to the Corporation at the time it is authorized, approved or ratified; or

(iii) as to contracts or transactions not approved as provided in items (i) or (ii) of this subsection, the person asserting the validity of the contract or transaction sustains the burden of proving that the contract or transaction was just and reasonable as to the Corporation at the time it was authorized, approved or ratified.

(b) Corporations Having Interrelated Directors. No contract or other transaction between the Corporation and any corporation or association of which one or more of its directors are directors is either void or voidable because such director or directors are present at the meeting of the Board or a committee thereof which authorizes, approves or ratifies the contract or transaction, if

(i) The material facts as to the transaction and as to such director’s other directorship are fully disclosed or known to the Board or committee, and the Board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the common director or directors or the contract or transaction is approved by the shareholders in good faith, or

(ii) As to contracts or other transactions not approved as provided in item (i) of this subsection, the contract or transaction is just and reasonable as to the Corporation at the time it is authorized, approved or ratified.

This subsection (b) does not apply to contracts or transactions covered by subsection (a).

(c) Interested Directors. Interested or common directors may be counted in determining the presence of a quorum at a meeting of the Board or a committee thereof which authorizes, approves or ratifies a contract or transaction.

(d) Loans and Extensions of Credit. For purposes of this Section 3.16, the term “transaction” does not include loans or extensions of credit in the ordinary course of business.

Section 3.18 CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The Board may, as it deems necessary, elect a member of the Board as Chairman of the Board and a member of the Board as Vice Chairman of the Board who shall not be deemed to be officers of the Corporation. The Chairman shall preside at all meetings of the directors and perform such other duties as may be from time to time assigned to him or her by the Board or as may be prescribed by these Bylaws. The Vice Chairman shall so serve in the absence of the Chairman.

ARTICLE IV

OFFICERS

Section 4.1 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, one or more Vice Presidents, a Cashier, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be appointed in accordance with the provisions of Section 4.3.

Section 4.2 ELECTION. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 4.3 or Section 4.5, shall be chosen annually by the Board, and each shall hold his or her office until he or she shall resign or shall be removed or otherwise disqualified to serve, or his or her successor shall be elected and qualified.

Section 4.3 SUBORDINATE OFFICERS, ETC. The Board may appoint, and may empower 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 the Bylaws or as the Board may from time to time determine.

Section 4.4 REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by the Board, at any regular or special meeting thereof, or, except in case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Board or to the President or to the Secretary of the Corporation, without prejudice, however, to the rights, if any, of the Corporation under any contract to which such 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 4.5 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 appointments to such office.

Section 4.6 PRESIDENT. The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board, have general supervision, direction and control of the business and officers of the Corporation. He or she shall preside at all meetings of the shareholders. He or she shall have the general powers, and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

Section 4.7 VICE PRESIDENTS. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board or, if not ranked, the Vice President designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board or these Bylaws.

Section 4.8 SECRETARY.

(a) Book of Minutes. The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Head Office and such other place as the Board may order, a book of minutes of actions taken at all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof.

(b) Share Register. The Secretary shall keep, or cause to be kept, at the Head Office or at the office of the Corporation’s transfer agent, a share register or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

(c) Other Duties. The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board required by the Bylaws or by law to be given, and the Secretary shall keep the seal of the Corporation, if any, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or by the Bylaws.

Section 4.9 CHIEF FINANCIAL OFFICER.

(a) Books of Account. The offices of Chief Financial Officer and Cashier may be held by the same person and any Assistant Cashier shall be deemed the Assistant Treasurer of the Corporation. The Chief Financial Officer of the Corporation 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 reasonable times be open to inspection by any director.

(b) Other Duties. The Chief Financial Officer shall deposit, or cause to be deposited, all moneys 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, or cause to be disbursed, the funds of the Corporation as may be ordered by the Board, shall render to the President and directors, whenever they request it, an account of all of his or her 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 or the Bylaws.

ARTICLE V

GENERAL CORPORATE MATTERS

Section 5.1 RECORD DATE. The Board may fix a time in the future as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders or entitled to give consent to corporate action in writing without a meeting, to receive any report, to receive any dividend or distribution, or any allotment of rights, or to exercise rights in respect to any change, conversion, or exchange of shares. The record date so fixed shall be not more than sixty (60) days nor less than ten (10) days prior to the date of any meeting, nor more than sixty (60) days prior to any other event for the purposes of which it is fixed. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at any

such meeting, to give consent without a meeting, to receive any report, to receive a dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the Articles of Incorporation or these Bylaws.

Section 5.2 INSPECTION OF CORPORATE RECORDS.

(a) By Shareholders. The accounting books and records, the record of shareholders, and minutes of proceedings of the shareholders and the Board and committees of the Board of this Corporation and any subsidiary of this Corporation shall be open to inspection upon the 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 the holder of such voting trust certificate. Such inspection by a shareholder or holder of a voting trust certificate may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

A shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the Corporation, or in the event the Corporation is subject to the reporting requirements of the Securities Exchange Act of 1934, a shareholder or shareholders who hold at least one percent (1%) of such voting shares and have filed the appropriate form with the appropriate federal bank regulatory agency, shall have the absolute right: (1) to inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five (5) business days’ prior written demand upon the Corporation; and (2) to obtain from the transfer agent for the Corporation, upon written demand and upon the tender of its usual charges, 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 record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand. The list shall be made available on or before the later of five (5) business days after the demand is received or the date specified therein as the date as of which the list is to be compiled.

(b) By Directors. 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. Such inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.

Section 5.3 MAINTENANCE AND INSPECTION OF BYLAWS. The Corporation shall keep at its Head Office the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 5.4 ANNUAL AND OTHER REPORTS. The Board shall cause to be sent to the shareholders an annual report complying with Section 1501(a) and, when applicable, Section 1501(b) of the California Corporations Code, except as limited by Section 689 of the California Financial Code, not later than 120 days after the close of the fiscal year and at least 15 days prior to the annual meeting of shareholders to be held during the next fiscal year.

Section 5.5 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board.

Section 5.6 CONTRACTS, ETC., HOW EXECUTED. The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board or within the agency power of an officer, 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 to any amount.

Section 5.7 CERTIFICATES FOR SHARES. Every holder of shares in the Corporation shall be entitled to have a certificate signed in the name of the Corporation by the Chairman of the Board or the President or a Vice President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate 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.

Section 5.8 STATEMENTS ON CERTIFICATE FOR SHARES. Any such certificate shall also contain such legend or other statement as may be required by law, by these Bylaws or by any agreement between the Corporation and the issuee thereof.

Section 5.9 LOST, STOLEN OR DESTROYED CERTIFICATES. No new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered and cancelled at the same time; provided, however, that the Board or the President and the Vice President may, however, in case any certificate for shares is lost, stolen, mutilated or destroyed, authorize the issuance of a new certificate in lieu thereof, upon such terms and conditions, including reasonable indemnification of the Corporation, as the Board or the President or the Vice President shall determine. In the event of the issuance of a new certificate, the rights and liabilities of the Corporation and of the holders of the old and new certificates, shall be governed by the relevant provisions of the California Commercial Code.

Section 5.10 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman of the Board, President or any Vice President, or any other person authorized by resolution of the Board or by any of the foregoing designated officers, are authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority herein granted to said officers to vote or represent on behalf of this Corporation any and all shares held by this Corporation in any other corporation or corporations may be exercised either by such officers in person or by any other person authorized so to do by proxy or power of attorney duly executed by these officers.

Section 5.11 CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter the singular number includes the plural and the plural number includes the singular, and the term “person” includes a corporation as well as a natural person.

Section 5.12 CORPORATE SEAL. The Board may adopt, use and at will alter a corporate seal. Any corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the date of its incorporation and the word “California.”

Section 5.13 EFFECT OF STATE AND FEDERAL LAWS AND REGULATIONS. Notwithstanding any other provisions contained herein, these Bylaws are subject to the requirements and limitations set forth in state and federal laws, rules, regulations and orders including limitations on indemnification and prepayment of legal expenses, including Section 18(k) of the Federal Deposit Insurance Act and Part 359 of the FDIC’s Rules and Regulations or any successor regulations thereto.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND OTHER AGENTS

Section 6.1 MANDATORY INDEMNIFICATION. The Corporation shall, to the extent and in the manner permitted by the California Corporations Code (the “Code”), to indemnify each of its directors, officers, employees and agents against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Article VI, an “employee” or “agent” of the Corporation includes any person (i) who is or was an employee or agent of the Corporation, (ii) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of the Corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Section 6.2 PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is permitted pursuant to Section 6.1 following authorization thereof by the Board, may be paid by the Corporation in advance of the final disposition of such action or proceeding upon receipt of any undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article VI.

Section 6.3 INDEMNITY NOT EXCLUSIVE. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking

indemnification may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the Articles of Incorporation.

Section 6.4 INSURANCE INDEMNIFICATION. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was an agent of the Corporation against any liability asserted against or incurred by such person’s status as such, whether or nor the Corporation would have the poser to indemnify hi, against such liability under the provisions of this Article VII.

Section 6.5 CONFLICTS. No indemnification or advance shall be made under this Article VI, except where such indemnification or advance is mandated by law and order, judgment or decree of any court of competent jurisdiction, in any circumstance where is appears:

(a) That it would be consistent with a provision of the Articles of Incorporation, these Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 6.6 NON-APPLICABILITY TO FIDUCIARIES OF EMPLOYEE BENEFIT PLANS. This Article does not apply to any proceedings against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may also be an agent of the Corporation. The Corporation shall have the power to indemnify that trustee, investment manager, or other fiduciary to the extent permitted by Corporations Code Section 207(f).

ARTICLE VII

AMENDMENTS

Section 7.1 POWER OF SHAREHOLDERS. New Bylaws may be adopted or these Bylaws may be amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote, or by the written assent of shareholders entitled to vote such shares, except as otherwise provided by law or by the Articles of Incorporation.

Section 7.2 POWER OF DIRECTORS. Subject to the right of shareholders as provided in Section 7.1 to adopt, amend or repeal Bylaws, Bylaws may be adopted, amended or repealed by the Board provided, however, that the Board may adopt a Bylaw or amendment thereto changing the authorized number of directors only for the purpose of fixing the exact number of directors within the limits specified in Section 3.2 of Article III of these Bylaws.