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• <br /> ARTICLE VI <br /> AMENDMENTS <br /> Section 6.1 POWER OF SHAREHOLDERS. New Bylaws may be <br /> adopted or these Bylaws may be amended or repealed by the <br /> affirmative vote of a majority of the outstanding shares entitled <br /> to vote, or by the written assent of shareholders entitled to <br /> vote such shares, except as otherwise provided by law or by the <br /> Articles of Incorporation. <br /> Section 6.2 POWER OF DIRECTORS. Subject to the right <br /> of shareholders as provided in Section 6. 1 to adopt, amend or <br /> repeal Bylaws, Bylaws may be adopted, amended or repealed by the <br /> Board of Directors provided, however, that the Board of Directors <br /> may adopt a Bylaw or amendment thereof changing the authorized <br /> number of directors only - for the purpose of fixing the exact <br /> number of directors within the limits specified in Section 3 .2 of <br /> Article III of these Bylaws. <br /> Section 6.3 EFFECTIVE DATE. These Bylaws shall become <br /> effective only when approved by the California Superintendent of <br /> Banks and when a copy thereof, certified by the Secretary of the <br /> Corporation, has been filed with the Superintendent. Any <br /> amendment to these Bylaws shall become effective only when <br /> approved by the California Superintendent of Banks and when a <br /> f copy thereof, certified by the Secretary or Assistant Secretary <br /> of the Corporation, has been filed with the Superintendent. <br /> 21 <br />