Laserfiche WebLink
• <br /> Fifth - To borrow money and incur indebtedness for the <br /> purposes of the Corporation, and to cause to be executed and <br /> delivered therefor, in the corporate name, promissory notes, <br /> bonds, capital notes, debentures, deeds of trust, mortgages, <br /> pledges, hypothecations or other evidences of debt and securities <br /> therefor, to the extent permitted by law. <br /> Sixth - By resolution adopted by a majority of the <br /> authorized number of directors, the Board may designate an <br /> executive and other committees, each consisting of two or more <br /> directors, to serve at the pleasure of the Board, and to <br /> prescribe the manner in which proceedings of such committee shall <br /> be conducted. Unless the Board of Directors shall otherwise <br /> prescribe the manner of proceedings of any such committee, <br /> meetings of such committee may be regularly scheduled in advance <br /> and may be called at any time by any two members thereof; <br /> otherwise, the provisions of these Bylaws with respect to notice <br /> and conduct of meetings of the Board shall govern. Any such <br /> committee, to the extent provided in a resolution of the Board, <br /> shall have all of the authority of the Board, except with respect <br /> to: <br /> (i) the approval of any section for which the <br /> General Corporation Law or the Articles of Incorporation also <br /> require shareholder approval; <br /> (ii) the filling of vacancies on the Board or in <br /> any committee; <br /> (iii) the fixing of compensation of the directors <br /> for serving on the Board or on any committee; <br /> (iv) the adoption, amendment or repeal of By- <br /> laws; <br /> (v) the amendment or repeal of any resolution of <br /> the Board; <br /> (vi), any distribution to the shareholders,except <br /> at a rate or in the periodic amount or within a price range <br /> determined by the Board; <br /> (vii) the appointment of other committees of the <br /> Board or the members thereof; or <br /> (viii) the approval of any action for which the <br /> California Financial Code requires the approval of a greater <br /> number of directors. <br /> Section 3.2 NUMBER AND QUALIFICATION OF DIRECTORS. The <br /> number of directors of the Corporation shall not be less than <br /> five nor more than nine until changed by a Bylaw amending this <br /> Section 3 .2 duly adopted by the vote or written consent of <br /> holders of a majority of the outstanding shares entitled to vote. <br /> 9 <br />