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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 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, or by the Board of Directors. Until so altered, the number of directors is hereby fixed at five. 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 a. 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 DIRECTOR'S OATH. Each director upon taking office, after receipt of .a certificate of authority to do a banking business from the California Superintendent of Banks, shall make an oath or affirmation as required by Section 682 of the California Financial Code, and each such oath, subscribed by the director and certified by the officer before whom it is taken, shall be immediately filed with the California Superintendent of Banks. Section 3.5 VACANCIES (a) When a Vacancy Exists. A vacancy in the Board of Directors 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 by Directors. Vacancies in the Board of Directors, 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 successor is elected at an annual or a special meeting of shareholders. If the Board of Directors • accepts the resignation of a director tendered to take effect at a future time, the Board of Directors (or the shareholders) may elect a successor to take office when the resignation becomes f - effective. 10