UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 17, 2024
SOUTHERN
CALIFORNIA BANCORP
(Exact
name of registrant as specified in its charter)
California |
|
001-41684 |
|
84-3288397 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
12265
El Camino Real, Suite 210 |
|
|
San
Diego, California |
|
92130 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(844)
265-7622
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
BCAL |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.03 Amendment to Articles of Incorporation
or Bylaws; Change in Fiscal Year
As
discussed more fully below, on July 17, 2024, Southern California Bancorp (the “Company”) amended its Bylaws to change the
allowable range of members of the board of directors to seven (7) to thirteen (13) from its previous range of six (6) to eleven (11).
A copy of the as-amended Bylaws is attached to this report as Exhibit 3.1.
Item
5.07 Submission of Matters to a Vote of Security Holders
On
July 17, 2024, the Company held a special meeting of shareholders (the “Special Meeting”)
to consider certain proposals relating to the Company’s proposed merger (the “Merger”) with California BanCorp (“CBC”),
upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger and Reorganization, dated as of January 30,
2024, by and between the Company and CBC (the “Merger Agreement”).
At
the Special Meeting, the Company’s shareholders voted on the proposals listed below, each of which was described in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on June 3, 2024:
|
1. |
To
approve the principal terms of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger
(the “Merger Proposal”); |
|
|
|
|
2. |
To
approve an amendment to the Company’s bylaws to change the allowable range of members of the board of directors to seven (7)
to thirteen (13) from its current range of six (6) to eleven (11) (the “Bylaw Amendment”). |
|
|
|
|
3. |
To
approve an amendment to the Company’s articles of incorporation to change the name of the Company from Southern California
Bancorp to California BanCorp (“Name Change”). |
|
|
|
|
4. |
To
approve an amendment to the Company’s articles of incorporation to remove Article Eight to remove the supermajority approval
requirement for certain stock issuances (“Articles Amendment”). |
|
|
|
|
5. |
To
approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, including to solicit additional proxies
to approve the Merger and Merger Agreement (the “Adjournment Proposal”). |
As
of the close of business on May 31, 2024, the record date for the Special Meeting, there were 18,540,104 outstanding shares of common
stock, no par value, of the Company (“Common Stock”), each of which was entitled to cast one vote on each matter properly
brought before the Special Meeting. At the Special Meeting, a total of 16,362,357 shares of Common Stock, representing approximately
88% of the shares of Common Stock outstanding and entitled to vote, were present either in person or by proxy, constituting a quorum
to conduct business.
Proposal
1 Approval of Merger and Merger Agreement
The
shareholders voted to approve the Merger Proposal. The voting results were as follows:
For | |
Against | |
Abstain | |
Broker Non Votes |
14,804,800 | |
2,303 | |
5,210 | |
1,550,044 |
Proposal
2 Approval of Bylaw Amendment
The
shareholders voted to approve the Bylaw Amendment proposal. The voting results were as follows:
For | |
Against | |
Abstain | |
Broker Non Votes |
16,344,702 | |
7,759 | |
9,896 | |
0 |
Proposal
3 Approval of Name Change
The
shareholders voted to approve the Name Change proposal. The voting results were as follows:
For | |
Against | |
Abstain | |
Broker Non Votes |
16,349,300 | |
3,161 | |
9,896 | |
0 |
Proposal
4 Approval of Articles Amendment
The
shareholders voted to approve the Articles Amendment proposal. The voting results were as follows:
For | |
Against | |
Abstain | |
Broker Non Votes |
14,675,687 | |
125,775 | |
10,851 | |
1,550,044 |
Proposal
5 Adjournment
The
shareholders voted to approve the Adjournment proposal. The voting results were as follows:
For | |
Against | |
Abstain | |
Broker Non Votes |
14,698,731 | |
106,670 | |
6,912 | |
1,550,044 |
Item
8.01 Other Events
On
July 18, 2024, the Company and CBC issued a joint press release announcing shareholder approval of the Merger Agreement. A copy of the
press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
FORWARD-LOOKING
STATEMENTS
This
communication may contain certain forward-looking statements, including but not limited to certain plans, expectations, projections and
statements about the benefits of the proposed Merger, the timing of completion of the Merger, and other statements that are not historical
facts. Such statements are subject to numerous assumptions, risks, and uncertainties. All statements other than statements of historical
fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified
by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,”
“plan,” “target,” “goal,” or similar expressions, or future or conditional verbs such as “will,”
“may,” “might,” “should,” “would,” “could,” or similar variations. The forward-looking
statements are intended to be subject to the safe harbor provided by the Private Securities Litigation Reform Act of 1995.
Factors
that could cause or contribute to results differing from those in or implied in the forward-looking statements include but are not limited
to the occurrence of any event, change or other circumstances that could give rise to the right of CBC or the Company to terminate their
agreement with respect to the Merger; the outcome of any legal proceedings that may be instituted against CBC or the Company; delays
in completing the Merger; the failure to satisfy any of the conditions to the Merger on a timely basis or at all; the ability to complete
the Merger and integration of CBC and the Company successfully; costs being greater than anticipated; cost savings being less than anticipated;
changes in economic conditions; the risk that the Merger disrupts the business of CBC, the Company or both; difficulties in retaining
senior management, employees or customers; the impact of bank failures or other adverse developments at other banks on general investor
sentiment regarding the stability and liquidity of banks; and other factors that may affect the future results of CBC and the Company.
Additional factors that could cause results to differ materially from those described above can be found in CBC’s Annual Report
on Form 10-K for the year ended December 31, 2023 which is on file with the Securities and Exchange Commission (the “SEC”)
and is available in the “Investor Relations” section of CBC’s website, www.californiabankofcommerce, in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2023 which is on file with the SEC and is available in the “Investor
Relations” section of the Company’s website, www.banksocal.com, and in other documents that CBC and the Company file with
the SEC. Investors may obtain free copies of these documents and other documents filed with the SEC on its website at www.sec.gov.
All
forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither CBC nor
the Company assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date
the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities
laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance
on such statements.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
SOUTHERN
CALIFORNIA BANCORP |
|
|
|
Date:
July 18, 2024 |
By: |
/s/
MANISHA K. MERCHANT |
|
|
Manisha
K. Merchant |
|
|
Executive
Vice President, General Counsel and
Corporate
Secretary |
Exhibit
3.1
BYLAWS
OF
SOUTHERN
CALIFORNIA BANCORP
Amended
and Restated as of July 17, 2024
TABLE
OF CONTENTS
|
|
Page |
ARTICLE I OFFICES |
1 |
|
Section
1. Principal Offices |
1 |
|
Section
2. Other Offices |
1 |
ARTICLE II MEETINGS OF SHAREHOLDERS |
1 |
|
Section
1. Place of Meetings |
1 |
|
Section
2. Annual Meetings |
1 |
|
Section
3. Special Meetings |
1 |
|
Section
4. Notice of Shareholders’ Meetings |
2 |
|
Section
5. The Record Date |
3 |
|
Section
6. Quorum |
3 |
|
Section
7. Adjourned Meeting and Notice Thereof |
4 |
|
Section
8. Voting |
4 |
|
Section
9. Waiver of Notice or Consent by Absent Shareholders |
4 |
|
Section
10. Shareholder Action by Written Consent Without a Meeting |
5 |
|
Section
11. Proxies |
5 |
|
Section
12. Inspectors of Election |
5 |
|
Section
13. Shareholder Proposals |
6 |
|
Section
14. Shareholder Nominations |
7 |
|
Section
15. Conduct of Shareholder Meetings |
10 |
ARTICLE III DIRECTORS |
10 |
|
Section
1. Powers |
10 |
|
Section
2. Number of Directors |
11 |
|
Section
3. Election and Term of Office of Directors |
11 |
|
Section
4. Resignation |
11 |
|
Section
5. Removal |
11 |
|
Section
6. Vacancies |
12 |
|
Section
7. Meetings of Directors |
12 |
|
Section
8. Electronic Participation |
13 |
|
Section
9. Quorum |
13 |
|
Section
10. Waiver of Notice |
13 |
|
Section
11. Adjournment |
13 |
|
Section
12. Notice of Adjournment |
13 |
|
Section
13. Action Without Meeting |
13 |
|
Section
14. Fees and Compensation of Directors |
14 |
|
Section
15. Committees of Directors |
14 |
ARTICLE IV OFFICERS |
15 |
|
Section
1. Officers |
15 |
|
Section
2. Election of Officers |
15 |
|
Section
3. Subordinate Officers, Etc. |
15 |
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Section
4. Removal and Resignation of Officers |
15 |
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Section
5. Vacancies in Offices |
15 |
|
Section
6. Chair of the Board |
15 |
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Section
7. President |
15 |
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Section
8. Vice Presidents |
16 |
|
Section
9. Secretary |
16 |
|
Section
10. Chief Financial Officer |
16 |
ARTICLE V INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE CORPORATION; PURCHASE OF LIABILITY INSURANCE |
17 |
|
Section
1. Indemnification Against Expenses |
17 |
|
Section
2. Indemnification Against Losses |
17 |
|
Section
3. Definitions |
17 |
|
Section
4. Non-Exclusivity Rights |
17 |
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Section
5. Insurance |
17 |
ARTICLE VI RECORDS |
18 |
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Section
1. Records |
18 |
|
Section
2. Inspection of Books and Records |
18 |
|
Section
3. Copy of Bylaws |
18 |
|
Section
4. Annual Reports |
18 |
ARTICLE VII GENERAL CORPORATE MATTERS |
18 |
|
Section
1. Share Certificates |
18 |
|
Section
2. Transfers of Shares |
19 |
|
Section
3. Registered Shareholders |
19 |
|
Section
4. Lost, Stolen, or Destroyed Certificates |
19 |
|
Section
5. Checks, Drafts, Etc. |
19 |
|
Section
6. Fiscal Year |
19 |
|
Section
7. Conflict with Applicable Law or Articles of Incorporation |
19 |
|
Section
8. Invalid Provisions |
19 |
ARTICLE VIII AMENDMENTS |
19 |
|
Section
1. Amendment by Shareholders |
19 |
|
Section
2. Amendment by Directors |
19 |
BYLAWS
OF
SOUTHERN
CALIFORNIA BANCORP
ARTICLE
I
OFFICES
Section
1. Principal Offices. The board of directors shall fix the location of the principal executive office of the Corporation at any place
within or outside the State of California. If the principal executive office is located outside this state, and the Corporation has one
or more business offices in this state, the board of directors shall likewise fix and designate a principal business office in the State
of California.
Section
2. Other Offices. The board of directors may at any time establish branch or subordinate offices at any place or places where the
Corporation is qualified to do business.
ARTICLE
II
MEETINGS
OF SHAREHOLDERS
Section
1. Place of Meetings. Meetings of shareholders shall be held at any place within or without the State of California designated by
the board of directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive
office of the Corporation. At the sole discretion of the board of directors, and subject to applicable provisions under the California
Corporations Code and any guidelines and procedures that the board of directors may adopt, a meeting of the shareholders may be conducted
in whole or in part by electronic transmission by and to the Corporation, electronic video screen communication, conference telephone,
or other means of remote communication.
Section
2. Annual Meetings. The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of
directors. The date so designated shall be within fifteen (15) months after the last annual meeting. At each annual meeting directors
shall be elected, and any other proper business may be transacted.
Section
3. Special Meetings. A special meeting of the shareholders, for any purpose or purposes whatsoever, may be called at any time by
the board of directors, or by the chair of the board of directors, or by the president, or by one or more shareholders holding shares
in the aggregate entitled to cast not less than 10% of the votes at any such meeting.
If
a special meeting is called by any person or persons other than the board of directors, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered
mail or by electronic transmission or other facsimile transmission to the chairperson of the board, the president, or the secretary of
the Corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance
with the provisions of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is
not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing
contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders
called by action of the board of directors may be held.
Section
4. Notice of Shareholders’ Meetings. Written notice stating the place, day, and hour of the meeting, shall be given not less
than ten (10) days (or, if sent by third class mail, thirty (30) days) and not more than sixty (60) days before the meeting. In the case
of an annual meeting, the notice shall state the matters the board of directors intends, at the time the notice is given, to present
to the shareholders for action; provided, however, that unless the notice of the meeting, or the waiver of notice of such meeting,
sets forth the general nature of any proposal to (a) approve or ratify a transaction in which a director has a material financial interest
under Section 310 of the California Corporations Code, (b) amend the articles of incorporation of this Corporation (the “Articles
of Incorporation”) under Section 902 of the California Corporations Code, (c) approve a conversion or reorganization or elect to
wind up and dissolve under Sections 1152, 1201, or 1900 of the California Corporations Code, or (d) effect a plan of distribution upon
liquidation inconsistent with the liquidation rights of the preferred shares under Section 2007 of the California Corporations Code,
no such proposal may be approved at an annual meeting. In the case of a special meeting, the notice shall state the general nature of
the business to be transacted. If directors are to be elected at a meeting, the notice shall include the names of the intended nominees
at the time the notice is given. If remote participation in a meeting is authorized by the board of directors, the notice shall state
the means of electronic transmission by and to the Corporation or electronic video screen communication by which shareholders may participate.
Proof
of notice by mail or electronic transmission may be made by affidavit of the secretary or assistant secretary or the Corporation’s
transfer agent, and, if made, shall be filed as part of the minutes of the meeting.
Notice
shall be given by personal delivery, by electronic transmission consented to by the shareholder, or by mail, by or at the direction of
the secretary or the officer or person calling the meeting, to each shareholder entitled to vote at the meeting. If a shareholder has
not provided an address, notice may be given as provided by Section 601 of the California Corporations Code.
Notice
by mail shall be deemed to have been given when deposited in the United States mail addressed to the shareholder at the shareholder’s
address as it appears on the share transfer records of the Corporation, with postage thereon prepaid. Notice by electronic transmission
shall be deemed to have been given when:
|
● |
Transmitted
to a facsimile number provided by the shareholder for the purpose of receiving notice. |
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|
● |
Transmitted
to an electronic mail address provided by the shareholder for the purpose of receiving notice. |
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|
● |
Posted
on an electronic network, with a separate notice to the shareholder of the posting. |
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|
● |
Delivered
to by any other form of electronic communication consented to by the shareholder. |
Notice
shall not be given by electronic transmission to a shareholder after either (i) the Corporation is unable to deliver two consecutive
notices to such shareholder by such means or (ii) the inability to deliver such notices to such shareholder becomes known to any person
responsible for giving such notices.
A
shareholder may waive notice of a meeting by providing the secretary, in writing, either before or after the time of the meeting, waiver
of notice, consent to holding the meeting, or approval of the minutes of the meeting. The attendance of a shareholder at a meeting constitutes
waiver of notice, unless the shareholder objects, at the beginning of the meeting, to the transaction of any business at the meeting
because the meeting was not lawfully called or objects, at the meeting, to the consideration of any business that was required to be,
but was not, included in the notice of the meeting.
Section
5. The Record Date. For the purpose of determining the shareholders entitled to notice of and to vote at any meeting of the shareholders,
to give written consent to any action taken without a meeting, to receive payment of any dividend or other distribution or allotment
of rights, or to exercise any other rights, the board of directors may fix a date as the record date for any such determination.
A
record date fixed under this Section may not be more than sixty (60) days or less than ten (10) days before the meeting or more than
sixty (60) days before any other action. If any meeting of the shareholders is adjourned for more than forty-five (45) days from the
date set for the original meeting, the board of directors shall fix a new record date for determining the shareholders entitled to notice
of and to vote at such adjourned meeting.
If
no record date has been fixed, then (a) the record date for determining shareholders entitled to notice of and to vote at a shareholders’
meeting shall be the business day before the day on which notice is given, or, if notice is properly waived, the business day before
the day on which the meeting is held, (b) the record date for determining shareholders entitled to give written consent to action taken
without a meeting, where no prior board action was taken, shall be the day on which the first written consent is given, and (c) the record
date for determining shareholders for any other purpose shall be the later of (i) the day on which the board of directors adopts the
resolution relating thereto or (ii) the sixtieth (60th) day prior to the date of the action.
Section
6. Quorum. The presence in person or by proxy of the holders of a majority of the shares entitled to vote constitutes a quorum for
a meeting of the shareholders. Except as otherwise provided by the California Corporations Code or the Articles of Incorporation:
|
● |
The
affirmative vote of a majority of the shares represented at a meeting at which a quorum is present shall be the act of the shareholders. |
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|
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● |
The
shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment
notwithstanding the withdrawal of any number of shareholders that leaves 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. |
If
a quorum is not present, the meeting may be adjourned by the vote of a majority of the shares present in person or by proxy.
Section
7. Adjourned Meeting and Notice Thereof. Any shareholders’ meeting, annual or special, may be adjourned from time to time by
a vote of the majority of the shares present, in person or proxy. If the meeting is adjourned for more than forty-five (45) days, or
if the board of directors fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder
of record, as of the new record date, entitled to notice of the adjourned meeting. If the meeting is adjourned for not more than forty-five
(45) days, and the board of directors does not fix a new record date for the adjourned meeting, notice need not be given of the adjourned
meeting if the time and place (or the means of electronic transmission or electronic video screen communication, if any, by which shareholders
may participate) of the meeting are announced at the meeting at which the adjournment is taken, and any business may be transacted at
the adjourned meeting that might have been transacted at the original meeting.
Section
8. Voting. Each outstanding share, regardless of class or series, shall be entitled to one vote on each matter submitted to a vote
of the shareholders, except as otherwise provided herein and to the extent that the Articles of Incorporation provide for more or less
than one vote per share or limit or deny voting rights to the holders of the shares of any class or series.
A
shareholder entitled to vote on any matter may vote part of such shares in favor of the proposal and refrain from voting the remaining
shares or, other than in elections of directors, vote the remaining shares against the proposal. If a shareholder fails to specify the
number of shares the shareholder is voting affirmatively, the shareholder will be deemed to have affirmatively voted all shares the shareholder
is entitled to vote.
In
any election of directors, each shareholder entitled to vote shall, subject to the satisfaction of all statutory conditions precedent
to the exercise of such rights, have the right to cumulate the number of votes equal to the number of directors to be elected multiplied
by the number of votes to which such shareholder’s shares are entitled, and distribute those votes among one or more candidates.
This right may be exercised by giving written notice of intent to cumulate those votes to any officer of the Corporation before the meeting
or to the presiding officer at the meeting at any time before the election of directors.
The
directors receiving the highest number of votes of the shares entitled to vote in the election, up to the number of director positions
to be filled, shall be elected.
Section
9. Waiver of Notice or Consent by Absent Shareholders. The transactions of any meeting of shareholders, however called or noticed,
are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy,
and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written
waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. The waiver, notice, or consent
need not specify the business transacted or purpose of the meeting, except as required by Section 601 of the California Corporations
Code. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section
10. Shareholder Action by Written Consent Without a Meeting. Any action required or permitted to be taken at an annual or special
meeting of the shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action
so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes necessary to authorize
or take such action at a meeting at which all shares are entitled to vote thereon were present and voted; provided, however, that
unless the consents of all shareholders entitled to vote have been solicited in writing, notice shall be given (in the same manner as
notice of meetings is to be given and within the time limits prescribed by law) of such action to all shareholders entitled to vote who
did not consent in writing to such action; and provided further, that directors may be elected by written consent only if such
consent is unanimously given by all shareholders entitled to vote, except that action taken by shareholders to fill one or more vacancies
on the board other than a vacancy created by the removal of a director, may be taken by written consent of a majority of the outstanding
shares entitled to vote.
Section
11. Proxies. A shareholder may vote either in person or by written proxy executed by the shareholder or the shareholder’s attorney
in fact and filed with the secretary of the Corporation. A proxy is not valid after the expiration of eleven (11) months from the date
of its execution, unless otherwise provided in the proxy. A proxy continues in full force and effect until revoked, either by a written
revocation delivered to the Corporation, by a subsequent proxy presented to the meeting, or by attending a meeting of the shareholders
and voting the shares in person. A proxy is revocable unless the proxy states that it is irrevocable and the proxy is coupled with an
interest. A proxy is not revoked by the death or incapacity of the shareholder appointing the proxy unless the Corporation receives written
notice of such death or incapacity before the vote by proxy is counted.
Any
shareholder soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the
exclusive use of the board of directors.
Section
12. Inspectors of Election. Before any meeting of shareholders, the board of directors may appoint any persons other than nominees
for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are appointed, the chair
of the meeting may, and on the request of any shareholder or his proxy shall, appoint inspectors of election at the meeting. The number
of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders
or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3)
inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled
by appointment by the board of directors before the meeting, or by the chair at the meeting.
The
duties of these inspectors shall be as follows:
|
● |
Determine
the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum,
and the authenticity, validity, and effect of proxies; |
|
● |
Receive
votes, ballots, or consents; |
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|
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Hear
and determine all challenges and questions in any way arising in connection with the right to vote; |
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Count
and tabulate all votes or consents; |
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Determine
the election result; and |
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any other acts that may be proper to conduct the election or vote with fairness to all shareholders. |
Section
13. Shareholder Proposals. At any meeting of shareholders, business will only be conducted if it is brought before the meeting (1)
by or at the direction of the board of directors, (2) in accordance with Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange
Act”), or (3) by a shareholder of record entitled to vote at such meeting who complies with the requirements set forth in this
Section.
For
business (other than director nominations, which are governed by the following Section 14 of this Article II) to be properly brought
before an annual meeting by a shareholder, the shareholder or shareholders of record intending to propose the business (the “proposing
shareholder”) must have given written notice of the proposing shareholder’s proposal either by personal delivery or by United
States mail to the secretary of the Corporation no earlier than one hundred twenty (120) calendar days and no later than ninety (90)
calendar days before the date such annual meeting is to be held. If the current year’s annual meeting is called for a date that
is not within thirty (30) days of the anniversary of the previous year’s annual meeting, notice must be received not later than
ten (10) calendar days following the day on which public announcement of the date of the annual meeting is first made. In no event will
an adjournment or postponement of an annual meeting of shareholders begin a new time period for giving a proposing shareholder’s
notice as provided above.
For
business to be properly brought before a special meeting of shareholders, the notice of the meeting sent by or at the direction of the
person calling the meeting must set forth the nature of the business to be considered. A shareholder or shareholders making a written
request for a special meeting pursuant to Section 3 of Article II shall provide the information required for notice of a shareholder
proposal under this Section simultaneously with the written request for the meeting submitted to the secretary or within ten (10) calendar
days after delivery of the written request for the meeting to the secretary.
A
proposing shareholder’s notice of a proposal shall include as to each matter the proposing shareholder proposes to bring before
either an annual or special meeting:
(a)
the name and address of the proposing shareholder and the classes and number of shares of capital stock of the Corporation held and beneficially
owned (as defined in Rule 13d-3 under the Exchange Act) by the proposing shareholder and (ii) if different, the name an address of the
proposing shareholder, as they appear in the Corporation’s books, of the shareholder proposing such business;
(b)
a brief description of the business and the reasons for conducting such business at the meeting; and
(c)
the material interests of the proposing shareholder in such business.
Notwithstanding
the foregoing provisions, unless brought under Rule 14a-9 under the Exchange Act and included in the Corporation’s notice of meeting,
as required by law, or as otherwise determined by the board of directors, if the proposing shareholder or a qualified representative
of the proposing shareholder does not appear at the meeting of shareholders to present its proposal (including
virtually in the case of a meeting conducted solely by electronic transmission by and to the Corporation, electronic video screen communication,
conference telephone, or other means of remote communication), the proposal shall be disregarded, and no vote on such shareholder
proposal shall occur, notwithstanding that proxies in respect of such vote may have been received by the Corporation.
The
foregoing provisions of this Section do not relieve any shareholder of any obligation to comply with all applicable requirements of the
Exchange Act and the rules and regulations promulgated under the Exchange Act.
Section
14. Shareholder Nominations. At any meeting of shareholders at which directors are to be elected, a proposed nominee (other than
a nominee nominated by the board of directors or by a person or committee authorized by the board of directors) shall only be eligible
for election to the board of directors if nominated by a shareholder of record entitled to vote at such meeting who complies with the
requirements and procedures set forth in this Section.
For
a director nomination(s) to be properly brought before any meeting of shareholders at which one or more directors are to be elected,
the shareholder or shareholders of record intending to nominate a candidate or candidates (the “nominating shareholder”)
must have given written notice of the nominating shareholder’s nomination(s) either by personal delivery or by United States mail
to the secretary of the Corporation no earlier than one hundred twenty (120) calendar days and no later than ninety (90) calendar days
before the date such annual meeting is to be held. If the current year’s annual meeting is called for a date that is not within
thirty (30) days of the anniversary of the previous year’s annual meeting, notice must be received not later than ten (10) calendar
days following the day on which public announcement of the date of the annual meeting is first made. In no event will an adjournment
or postponement of an annual meeting of shareholders begin a new time period for giving a proposing shareholder’s notice as provided
above. A shareholder or shareholders making a written request for a special meeting pursuant to Section 3 of Article II shall provide
the information required for notice of any director nomination(s) under this Section simultaneously with the written request for the
meeting submitted to the secretary.
A
nominating shareholder’s notice of a director nomination shall include:
(a)
The name and address of the nominating shareholder and the classes and number of shares of capital stock of the Corporation held and
beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by the nominating shareholder; and (ii) if different, the name and
address of the proposing shareholder, as they appear in the Corporation’s books; and
(b)
(i) the full name, age and date of birth of each candidate; (ii) the business and residence address and telephone numbers of each candidate;
(iii) the education background and business/occupational experience of each candidate including a list of positions held for at least
the preceding five (5) years; (iv) the class and number of shares of the Corporation beneficially owned by the candidate; and (v) a signed
representation by each such candidate that the candidate will timely provide any other information reasonably requested by the Corporation
for the purpose of preparing its disclosures in regard to the solicitation of proxies for the election of directors.
If
a nominating shareholder will solicit proxies for a nominee or nominees other than the Corporation’s nominees in accordance with
Rule 14a-19 under the Exchange Act, the nominating shareholder’s notice must additionally provide: (i) all other information required
by Rule 14a-19; (ii) a written representation and undertaking that such shareholder intends to deliver a proxy statement and/or form
of proxy to holders of shares representing at least 67% of the voting power of the stock entitled to vote generally in the election of
directors in accordance with Rule 14a-19, and that a statement to such effect will be included in such shareholder’s proxy statement;
(iii) a written representation and undertaking that such shareholder will comply with all requirements of the Exchange Act and the regulations
promulgated thereunder, including but not limited to Rule 14a-19 and all other requirements of Regulation 14A (as such rule and regulations
may be amended or interpreted from time to time by the Securities and Exchange Commission (the “SEC”), including through
any SEC staff interpretations related thereto); and (iv) each proposed director nominee’s written consent to being named in the
Company’s proxy statement for the applicable meeting and the associated proxy card. In addition, such nominating shareholder shall
provide the Corporation a written certification within ten (10) days prior to the meeting for the election of directors (or any adjournment,
postponement or rescheduling thereof) with reasonable documentary evidence that such nominating shareholder has complied with the representations
and undertakings made pursuant to the foregoing subsections (ii) and (iii).
In
addition to the foregoing, upon the Corporation’s request, any nominee proposed by a shareholder must promptly (but in any event
within ten (10) days of the Corporation’s request) complete and return a director questionnaire to be provided by the Corporation.
A
nominating shareholder shall promptly provide notice to the Corporation of any changes to any of the information submitted to the Corporation
pursuant to this Section.
The
name of each such candidate for director must be placed in nomination at the annual meeting by the nominating shareholder or a qualified
representative of the nominating shareholder present in person and the nominating shareholder’s candidate(s) must be present in
person at the meeting for the election of directors, provided that a nominating shareholder, qualified representative or candidate
may appear virtually in the case of a meeting conducted solely by electronic transmission by and to the Corporation, electronic video
screen communication, conference telephone, or other means of remote communication.
No
person nominated by a shareholder shall be eligible for election as a director of the Corporation unless nominated in accordance with
the procedures set forth in these Bylaws. Further, if a nominating shareholder provides notice under these Bylaws or pursuant to Rule
14a-19 and subsequently fails to comply with the procedures set forth in these Bylaws or the applicable requirements of Rule 14a-19,
then the Corporation shall disregard any proxies solicited or votes cast for such shareholder’s nominee(s). The board of directors
(and any other person or committee authorized by the board of directors) shall have the power and duty to determine whether a nomination
was made in accordance with the procedures and other requirements set forth in these Bylaws and, if any proposed nomination was not made
in compliance with these Bylaws, to declare that such nomination shall be disregarded, in each case, acting in good faith; provided
that, if any determination must be made at a meeting of the shareholders, the chair of the meeting shall have the power and duty,
acting in good faith, to make such determination, unless otherwise determined by the board of directors. Any determination adopted in
good faith by the board of directors (or any other person or committee authorized by the board of directors) or the chair of the meeting,
as the case may be, shall be binding on all persons, including the Corporation and its shareholders (including any beneficial owners).
Notwithstanding
the foregoing provisions, unless otherwise required by law or otherwise determined by the board of directors, if (1) the nominating shareholder
or a qualified representative of the nominating shareholder does not appear at the meeting of shareholders (including
virtually in the case of a meeting conducted solely by electronic transmission by and to
the Corporation, electronic video screen communication, conference telephone, or other means of remote communication) to present
its nomination(s) or (2) the election of a nominating shareholder’s nominee would cause the Corporation to be in violation of the
Articles of Incorporation, these Bylaws, or any applicable state or federal law, rule, regulation, or stock exchange listing standard,
then such nomination or nominations shall be disregarded, and no vote on such shareholder nominee(s) shall occur, notwithstanding that
proxies in respect of such vote may have been received by the Corporation.
The
foregoing provisions of this Section do not relieve any shareholder of any obligation to comply with all applicable requirements of the
Exchange Act and the rules and regulations promulgated under the Exchange Act.
This
Section or a summary of this Section shall be set forth in either the notice or related proxy statement concerning any shareholders’
meeting at which the election of directors is to be considered.
Section
15. Conduct of Shareholder Meetings. The board of directors may adopt by resolution such rules, regulations, and procedures for the
conduct of any meeting of shareholders as it deems appropriate. Except to the extent inconsistent with rules, regulations, and procedures
adopted by the board of directors, the chair of the meeting shall have the right to prescribe such rules, regulations, and procedures
and to do all such acts, as, in the judgment of such chair, are necessary, appropriate, or convenient for the proper conduct of the meeting.
Such rules, regulations, or procedures, whether adopted by the board of directors or the chair of the meeting, may include, without limitation,
the following: (a) the establishment of an agenda for the meeting; (b) rules and procedures for maintaining order at the meeting and
the safety of those present at the meeting; (c) limitations on attendance at or participation in the meeting to shareholders of record
of the Corporation, their duly authorized and constituted proxies or representatives, or such other persons as the chair of the meeting
shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; (e) the determination of
the circumstances in which any person may make a statement or ask questions and limitations on the time allotted to questions or comments;
(f) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (g) the exclusion or
removal of any shareholders or any other individual who refuses to comply with meeting rules, regulations, or procedures; (h) restrictions
on the use of audio and video recording devices, cell phones, and other electronic devices; (i) rules, regulations, and procedures for
compliance with any federal, state, or local laws or regulations (including those concerning safety, health, or security); (j) procedures
(if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (k) rules, regulations,
or procedures regarding the participation by means of remote communication of shareholders and proxy holders not physically present at
a meeting, whether such meeting is to be held at a designated place or solely by means of remote communication. Unless and to the extent
determined by the board of directors or the chair of the meeting, the chair of the meeting shall not be obligated to follow any technical,
formal, or parliamentary rules or principles of procedure.
ARTICLE
III
DIRECTORS
Section
1. Powers. Subject to the provisions of the California General Corporation Law and any limitations in the Articles of Incorporation
and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs
of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.
Without
limiting the generality of the foregoing, and subject to the same limitations, it is hereby expressly declared that the directors shall
have the power and, to the extent required by law, the duty to:
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Appoint
and remove, at the pleasure of the board, all officers, managers, management companies, agents, and employees of the Corporation,
prescribe their duties in addition to those prescribed in these Bylaws, supervise them, fix their compensation, and require from
them security for faithful service. Such compensation may be increased or diminished at the pleasure of the directors. |
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Conduct,
manage, and control the affairs and business of the Corporation; make rules and regulations not inconsistent with the Articles of
Incorporation or applicable law or these Bylaws; make all lawful orders on behalf of the Corporation; and prescribe the manner of
executing the same. |
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Incur
indebtedness and borrow money on behalf of the Corporation and designate from time to time the person or persons who may sign or
endorse checks, drafts, or other orders of payment of money, notes, or other evidences of indebtedness, issued in the name of, or
payable to, the Corporation, and prescribe the manner of collecting or depositing funds of the Corporation, and the manner of drawing
checks thereon. |
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Appoint
an executive committee and other committees of the board, in accordance with the provisions of Section 15. |
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Authorize
the issuance of stock of the Corporation from time to time, upon such terms as may be lawful. |
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Prepare
an annual report to be sent to the shareholders after the close of the fiscal or calendar year of the Corporation, which report shall
comply with the requirements of law. To the extent permitted by law, the requirements that an annual report be sent to shareholders
and the time limits for sending such reports are hereby waived; the directors, nevertheless, shall have the authority to cause such
report to be sent to shareholders. |
Section
2. Number of DirectorsThe authorized number of directors shall be not less than seven (7) nor more than thirteen (13) (which in no
case shall be greater than two times the stated minimum minus one). The exact number of authorized directors shall be fixed, within the
limits specified above, by a resolution amending such exact number, duly adopted by the board of directors or by the shareholders. No
reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office
expires.
Section
3. Election and Term of Office of Directors. At the first annual meeting of the shareholders and at each annual meeting thereafter,
the shareholders entitled to vote in the election of directors shall elect directors, each of whom shall hold office until the next annual
meeting of the shareholders or until the director’s earlier death, resignation, disqualification, or removal. Despite the expiration
of a director’s term, the director shall continue to serve until the director’s successor is elected and qualified.
Section
4. Resignation. A director may resign by providing written notice to the chair of the board, the president, the secretary, or the
board of directors. The resignation shall be effective upon the later of the date of receipt of the notice or the effective date specified
in the notice.
Section
5. Removal. The board of directors may declare vacant the office of a director who has been declared of unsound mind by an order
of court or convicted of a felony, or otherwise in a manner provided by law.
Any
or all of the directors may be removed from office at any time with or without cause by a vote of the shareholders entitled to elect
them. If one or more directors are so removed at a meeting of shareholders, the shareholders may elect new directors at the same meeting.
If less than the entire board of directors is removed, no director may be removed by the shareholders if the votes cast against removal
would be sufficient to elect the director if cumulatively voted at an election of all of the directors (as of the date of the director’s
most recent election) at which the same total number of votes were cast. No reduction of the authorized number of directors shall have
the effect of removing any director before his term of office expires.
Section
6. Vacancies. A vacancy on the board of directors occurs upon of any of the following events: (a) the death, resignation, or removal
of any director; (b) the removal or declaration of vacancy by the board of directors of a director who has been declared of unsound mind
by an order of court or convicted of a felony; (c) the authorized number of directors is increased; or (d) at any meeting of the shareholders
at which directors are elected, the shareholders fail to elect the full authorized number of directors to be elected at the meeting.
Vacancies
in the board of directors, other than vacancies created by removal of a director, may be filled by the board of directors in accordance
with Section 305 of the California Corporations Code. The shareholders may, at any time and in accordance with Section 305 of the California
Corporations Code, elect a director to fill any vacancy not filled by the directors. A director elected to fill a vacancy shall hold
office until the next annual meeting and until the director’s successor is elected and qualified (or until the director’s
earlier death, resignation, disqualification, or removal). If any resignation of a director will take effect at a future time, a successor
may be elected to take office when the resignation becomes effective. A reduction of the authorized number of directors does not remove
any director prior to the expiration of the director’s term of office.
Section
7. Meetings of Directors. A regular meeting of the newly-elected board of directors shall be held without other notice immediately
following and at the place of each annual meeting of shareholders, at which meeting the board shall elect officers and transact any other
business as shall come before the meeting. Regular meetings of the board of directors shall be held at such other times and places as
may from time to time be fixed by resolution of the board of directors and, unless the Articles of Incorporation provide otherwise, regular
meetings may be held without notice of the date, time, place, or purpose of the meeting.
Meetings
of the board of directors, including special meetings, may be called by the chair of the board, the president, the secretary, or any
two directors.
Notice
of the time and place of special meetings shall be given to each director. If notice is mailed, it shall be deposited in the United States
mail, addressed to the director at the address shown on the records of the Corporation, at least four days before the time of the meeting.
If notice is delivered personally, by telephone, or by electronic transmission, it shall be delivered at least forty-eight (48) hours
before the time of the meeting. The notice need not specify the purpose of the meeting.
Meetings
of the board of directors may be held at any place within or without the State of California that is designated in the notice of the
meeting. If no place is stated in the notice, meetings shall be held at the principal executive office of the Corporation unless another
place has been designated by a resolution duly adopted by the board of dire.
Section
8. Electronic Participation. Members of the board of directors may participate in a meeting through conference telephone, electronic
video screen communication, or electronic transmission by and to the Corporation. Participation in a meeting by conference telephone
or electronic video screen communication constitutes presence in person if all participating directors can hear one another. Participation
by electronic transmission by and to the Corporation (other than conference telephone or electronic video screen communication) constitutes
presence in person if each participating director can communicate concurrently with all other participating directors and each director
has the means to participate in all matters before the board, including the ability to propose or object to a specific action proposed
to be taken.
Section
9. Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. 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 of directors, subject to the provisions of Section 310 of the Corporations
Code of California (approval of contracts or transactions which a director has a direct or indirect material financial interest), Section
311 (appointment of committees), and Section 317(e) (indemnification of directors). A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for such meeting.
Section
10. Waiver of Notice. The transactions of any meeting of the board of directors, 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 be present and if, either before or after
the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the
minutes thereof The waiver of notice or consent need not specify the purpose of the meeting. All such waiver, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given
to any director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.
Section
11. Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time
and place.
Section
12. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is
adjourned for more than twenty-four (24) hours, in which case notice of such time and place shall be given prior to the time of the adjourned
meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.
Section
13. Action Without Meeting. Any action required or permitted to be taken by the board of directors may be taken without a meeting,
if all members of the board shall individually or collectively consent in writing to such action. Such action by written consent shall
have the same force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the
minutes of the proceedings of the board.
Section
14. Fees and Compensation of Directors. Directors and members of committees may receive such compensation, if any, for their services,
and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors. Nothing herein contained shall
be construed to preclude any director from servicing the Corporation in any other capacity as an office, agent, employee, or otherwise,
and receiving compensation for such services.
Section
15. Committees of Directors. The board of directors, by resolution adopted by a majority of the authorized number of directors, may
designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board of directors and to
exercise the authority of the board of directors to the extent provided in the resolution establishing the committee and as permitted
by the provisions of the California Corporations Code.
No
committee of the board of directors shall have the authority to:
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Approve
actions that require shareholder approval. |
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Fill
vacancies on the board or on any committee. |
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Fix
the compensation of the directors for serving on the board or on any committee. |
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Amend
or repeal bylaws or adopt new bylaws. |
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Amend
or repeal any resolution of the board of directors that by its terms is not so amendable or repealable. |
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Make
distributions to shareholders, except at a rate, in a periodic amount, or within a range set forth in the Articles of Incorporation
or determined by the board of directors. |
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Appoint
other committees of the board of directors or the members thereof. |
The
board of directors, by vote of a majority of the authorized number of directors, may designate one or more directors as alternate members
of any committee who may replace any absent member at any meeting of the committee.
The
designation of a committee of the board of directors and the delegation thereto of authority shall not operate to relieve the board of
directors, or any member thereof, of any responsibility imposed by law.
ARTICLE
IV
OFFICERS
Section
1. Officers. The officers of the Corporation shall be a chair of the board, a president, a secretary and a chief financial officer.
The Corporation may also have, at the discretion of the board of directors, a chair of the board, one or more vice presidents, 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 3 of this Article IV. Any two or more offices may be held by the same person.
Section
2. Election of Officers. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions
of Section 3 or Section 5 of this Article IV, shall be chosen by the board of directors, and such shall serve at the pleasure of the
board, subject to the rights, if any, of an officers under any contract of employment.
Section
3. Subordinate Officers, Etc. The board of directors 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 of directors may from time to time determine.
Section
4. Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer
may be removed, either with or without cause, by the board of directors, at any regular or special meeting thereof, or, except in case
of an officer chosen by the board of directors, by any officer upon whom such power or removal may be conferred by the board of directors.
Any
officer may resign at any time by giving written notice to the chair of the board, president, the secretary or the board of directors.
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. Any such resignation is
without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
Section
5. Vacancies in Offices. 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
6. Chair of the Board. The chair of the board, if such an officer be elected, shall, if present, preside at all meetings of the board
of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors
or prescribed by the Bylaws. If there is no president, the chair of the board shall in addition be the chief executive officer of the
Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.
Section
7. President. Subject to such supervisory powers, if any, as may be given by the board of directors to the chair of the board, if
there be such an officer, the president shall be the chief executive officer of the Corporation and shall, subject to the control of
the board of directors, have general supervision, direction and control of the business and the officers of the Corporation. The President
shall preside at all meetings of the shareholders and, in the absence of the chair of the board, or if there be none, at all meetings
of the board of directors. The President 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 of directors or the Bylaws.
Section
8. 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 of directors or, if not ranked, a vice president designated by the board of directors 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 of directors
or the Bylaws, the president or the chair of the board.
Section
9. Secretary. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the board of
directors may order, a book of minutes of all meetings of directors, committees 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’
and committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof.
The
secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent
or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names
of all 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.
The
secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required by the
Bylaws or bylaw to be given, and he shall keep the seal of the Corporation in safe custody, as may be prescribed by the board of directors
or by the Bylaws.
Section
10. Chief Financial Officer. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable
times be open to inspection by any director.
The
chief financial officer shall deposit 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 of directors. The chief financial officer shall disburse the funds of the Corporation as may be ordered
by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions
as chief financial officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties
as may be prescribed by the board of directors or the Bylaws.
ARTICLE
V
INDEMNIFICATION
OF DIRECTORS AND OFFICERS OF THE CORPORATION; PURCHASE OF LIABILITY INSURANCE
Section
1. Indemnification Against Expenses. The Corporation to the extent permitted by the California General Corporation Law, (a) shall
indemnify any Agent of the Corporation against expenses, including reasonable attorney’s fees, actually and reasonably incurred
in defense of any Proceeding in which the Agent was, is, or is threatened to be made a party by reason of being or having been an Agent
of the Corporation, to the extent that the Agent was successful on the merits in the defense and shall have the power to advance to such
Agent such expenses incurred by such Agent in defending any such Proceeding upon receipt of an undertaking by such Agent to repay such
amounts if such Agent is not entitled to be indemnified for such amounts and (b) shall indemnify any person who was, is, or is threatened
to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of being or having
been an Agent of the Corporation, against expenses, including reasonable attorney’s fees, actually and reasonably incurred in defense
or settlement of the Proceeding, if the person acted in good faith and in a manner the person believed to be in the best interests of
the Corporation and the shareholders.
Section
2. Indemnification Against Losses. The Corporation shall, to the extent permitted by the California General Corporation Law and the
Articles of Incorporation, indemnify any person who was, is, or is threatened to be made a party to any Proceeding (other than an action
by or in the right of the Corporation) by reason of being or having been an Agent of the Corporation, against expenses, including reasonable
attorney’s fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the Proceeding
if the person (a) acted in good faith and in a manner the person believed to be in the best interests of the Corporation and the shareholders
and (b) had no reasonable cause to believe the conduct of the person was unlawful, in the case of a criminal Proceeding.
Section
3. Definitions. For purposes of this Article V, (a) “Agent” means any person who (i) is or was a director, officer, employee,
or other agent of the Corporation, or (ii) is or was serving at the Corporation’s request as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other enterprise, or (iii) was a director, officer, employee, or
agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor
corporation, and (b) “Proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal,
administrative, or investigative.
Section
4. Non-Exclusivity Rights. The foregoing rights of indemnification and advancement of expenses shall be in addition to and not exclusive
of any other rights to which any director or officer may be entitled by applicable law, the Articles of Incorporation, action or resolution
of the shareholders or disinterested directors, or any agreement with the Corporation.
Section
5. Insurance. The Corporation may, subject to the provisions of Section 317 of the California Corporations Code, purchase and maintain
insurance to indemnify any Agent against any liability asserted against or incurred by an Agent in that capacity or arising out of the
Agent’s status as an Agent, whether or not the Corporation would have the power indemnify the Agent against that liability under
Section 317 of the California Corporations Code.
ARTICLE
VI
RECORDS
Section
1. Records. The Corporation shall maintain adequate and correct books and records of account, minutes of the proceedings of the shareholders,
board of directors, and committees of the board of directors, and a record of its shareholders, including names and addresses of all
shareholders and the number and class of shares held, along with any other records required by law. The Corporation shall keep such record
of its shareholders at its principal executive office, as fixed by the board of directors from time to time, or at the office of its
transfer agent or registrar. The Corporation shall keep its books and records of account and minutes of the proceedings of the shareholders,
board of directors, and committees of the board of directors at its principal executive office, or such other location as shall be designated
by the board of directors from time to time.
Section
2. Inspection of Books and Records. The Corporation’s accounting books and records and minutes of proceedings of the shareholders,
board of directors, and committees of the board of directors shall, to the extent provided by law, be open to inspection of directors,
shareholders, and voting trust certificate holders, in the manner provided by law.
Section
3. Copy of Bylaws. The Corporation shall furnish to any shareholder, on written request, a copy of these Bylaws as amended or otherwise
altered to date.
Section
4. Annual Reports. During any time that the Corporation has fewer than one hundred (100) shareholders of record, the Corporation
expressly waives the requirement set forth in Section 1501 of the California Corporations Code of sending an annual report to the shareholders;
provided, that the board of directors may issue annual or other reports at its discretion. Upon the request of any shareholder
made more than one hundred twenty (120) days after the close of the Corporation’s fiscal year, the Corporation shall, within thirty
(30) days, deliver to such shareholder the financial statements required by Section 1501 of the California Corporations Code to be included
in an annual report to shareholders.
ARTICLE
VII
GENERAL
CORPORATE MATTERS
Section
1. Share Certificates. Every owner of shares of the Corporation shall be entitled to a certificate, in such form, consistent with
the Articles of Incorporation or any law, as shall be prescribed by the board of directors, certifying the number and class or series
of shares owned by such shareholder. Shareholders can request and obtain a statement of rights, restrictions, preferences, and privileges
regarding classified shares or a class of shares with two or more series, if any, from the Corporation’s principal executive office.
Each certificate issued shall bear all statements or legends required by law or the Articles of Incorporation to be affixed thereto,
and shall be signed by (a) the chair of the board, any vice chair of the board, the president, or any vice president and (b) the chief
financial officer, any assistant treasurer, the secretary, or any assistant secretary. No share shall be issued until the consideration
therefor, fixed as provided by law, has been fully paid.
Section
2. Transfers of Shares. Shares of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers
of shares of the Corporation shall be made on the books of the Corporation only by the registered holder thereof or by such other person
as may under law be authorized to endorse such shares for transfer, or by such shareholder’s attorney thereunto authorized by power
of attorney duly executed and filed with the secretary or transfer agent of the Corporation. Except as otherwise provided by law, upon
surrender to the Corporation or its transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of succession,
assignment, or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate,
and record the transaction upon its books. No transfer of shares shall be valid as against the Corporation for any purpose until it shall
have been entered in the share transfer records of the Corporation by an entry showing from and to what person those shares were transferred.
Section
3. Registered Shareholders. The Corporation may treat the holder of record of any shares issued by the Corporation as the holder
in fact thereof, for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those
shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive right with respect to those shares,
entering into agreements with respect to those shares in accordance with the laws of the State of California, or giving proxies with
respect to those shares.
Section
4. Lost, Stolen, or Destroyed Certificates. The board of directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen, or destroyed; provided,
that the owner of the lost, stolen, or destroyed certificate (or the owner’s legal representative) shall give the Corporation a
bond or other adequate security sufficient to indemnify the Corporation against any claim against the Corporation on account of the alleged
loss, theft, or destruction of any such certificate or the issuance of such new certificate.
Section
5. Checks, Drafts, Etc. All checks, drafts, or other instruments for payment of money or notes of the Corporation shall be signed
by an authorized officer or officers or any other person or persons as shall be determined from time to time by the board of directors.
Section
6. Fiscal Year. The fiscal year of the Corporation shall be as determined by the board of directors.
Section
7. Conflict with Applicable Law or Articles of Incorporation. Unless the context requires otherwise, the general provisions, rules
of construction, and the definitions of the California General Corporation Law shall govern the construction of these Bylaws. These Bylaws
are adopted subject to any applicable law and the Articles of Incorporation. Whenever these Bylaws may conflict with any applicable law
or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation.
Section
8. Invalid Provisions. If any one or more of the provisions of these Bylaws, or the applicability of any provision to a specific
situation, shall be held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to make it or its
application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications
of any provision shall not be affected thereby.
ARTICLE
VIII
AMENDMENTS
Section
1. Amendment by Shareholders. New bylaws may be adopted or these Bylaws maybe 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
2. Amendment by Directors. Subject to the rights of the shareholders as provided in Section 1 of this Article, Bylaws other than
a bylaw or an amendment thereof changing the authorized number of directors may be adopted, amended or repealed by the board of directors.
Exhibit
99.1
SOUTHERN
CALIFORNIA BANCORP AND CALIFORNIA BANCORP ANNOUNCE RECEIPT OF SHAREHOLDER APPROVALS FOR MERGER OF EQUALS
San
Diego, Calif. and Oakland, Calif., July 18, 2024 – Southern California Bancorp (Nasdaq: BCAL), the holding company for Bank
of Southern California, N.A., and California BanCorp (Nasdaq: CALB), the holding company for California Bank of Commerce, announce that
at meetings of their respective shareholders held on July 17, 2024, Southern California Bancorp and California BanCorp shareholders approved
the merger of California BanCorp with and into Southern California Bancorp, with Southern California Bancorp the surviving corporation
pursuant to the Merger Agreement, dated January 30, 2024, by and between Southern California Bancorp and California BanCorp.
Shareholders
of Southern California Bancorp also approved a change of the company’s name from Southern California Bancorp to California BanCorp
and an amendment to Southern California Bancorp’s bylaws to change the allowable range of members of the board of directors to
seven to 13, from its previous range of six to 11.
“The
receipt of shareholder approval marks an important milestone for our merger of equals, and Steve and I are pleased to report that each
company’s shareholder base overwhelmingly supported the transaction, which we believe will benefit our shareholders, clients, employees
and communities,” said David Rainer, Chairman and CEO of Southern California Bancorp and Bank of Southern California.
“Today’s
vote brings us one step closer to creating what we believe will be the premier commercial banking franchise in the state of California,”
said Steven Shelton, Chief Executive Officer of California BanCorp. “We appreciate our shareholders’ support for the merger
and are excited about our future.”
The
merger has received all required regulatory approvals and is expected to close on July 31, 2024.
ABOUT
SOUTHERN CALIFORNIA BANCORP AND BANK OF SOUTHERN CALIFORNIA, N.A.
Southern
California Bancorp (NASDAQ: BCAL) is a registered bank holding company headquartered in San Diego, California. Bank of Southern California,
N.A., a national banking association chartered under the laws of the United States (the “Bank”) and regulated by the Office
of Comptroller of the Currency, is a wholly owned subsidiary of Southern California Bancorp. Established in 2001 and headquartered in
San Diego, California, the Bank offers a range of financial products and services to individuals, professionals, and small- to medium-sized
businesses through its 13 branch offices serving Orange, Los Angeles, Riverside, San Diego, and Ventura counties, as well as the Inland
Empire. The Bank’s solutions-driven, relationship-based approach to banking provides accessibility to decision makers and enhances
value through strong partnerships with its clients. Additional information is available at www.banksocal.com.
ABOUT
CALIFORNIA BANCORP AND CALIFORNIA BANK OF COMMERCE
California
BanCorp, the parent company for California Bank of Commerce, offers a broad range of commercial banking services to closely held businesses
and professionals located throughout Northern California. California BanCorp’s common stock trades on the Nasdaq Global Select
marketplace under the symbol CALB. For more information on California BanCorp, please visit our website at www.californiabankofcommerce.com.
FORWARD-LOOKING
STATEMENTS
This
communication may contain certain forward-looking statements, including but not limited to certain plans, expectations, projections and
statements about the benefits of the proposed merger (the “Merger”), the timing of completion of the Merger, and other statements
that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. All statements other than
statements of historical fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements
may be identified by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,”
“plan,” “target,” “goal,” or similar expressions, or future or conditional verbs such as “will,”
“may,” “might,” “should,” “would,” “could,” or similar variations. The forward-looking
statements are intended to be subject to the safe harbor provided by the Private Securities Litigation Reform Act of 1995.
Factors
that could cause or contribute to results differing from those in or implied in the forward-looking statements include but are not limited
to the occurrence of any event, change or other circumstances that could give rise to the right of Southern California Bancorp (“SCB”)
or California BanCorp (“CBC”) to terminate their agreement with respect to the Merger; the outcome of any legal proceedings
that may be instituted against SCB or CBC; delays in completing the Merger; the failure to satisfy any of the conditions to the Merger
on a timely basis or at all; the ability to complete the Merger and integration of SCB and CBC successfully; costs being greater than
anticipated; cost savings being less than anticipated; changes in economic conditions; the risk that the Merger disrupts the business
of SCB, CBC or both; difficulties in retaining senior management, employees or customers; the impact of bank failures or other adverse
developments at other banks on general investor sentiment regarding the stability and liquidity of banks; and other factors that may
affect the future results of SCB and CBC. Additional factors that could cause results to differ materially from those described above
can be found in SCB’s Annual Report on Form 10-K for the year ended December 31, 2023, which is on file with the Securities and
Exchange Commission (the “SEC”) and is available in the “Investor Relations” section of SCB’s website,
www.banksocal.com, in CBC’s Annual Report on Form 10-K for the year ended December 31, 2023, which is on file with the SEC
and is available in the “Investor Relations” section of CBC’s website, www.californiabankofcommerce.com, and
in other documents that SCB and CBC file with the SEC. Investors may obtain free copies of these documents and other documents filed
with the SEC on its website at www.sec.gov.
All
forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither SCB nor
CBC assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking
statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking
statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
INVESTOR
RELATIONS CONTACT
Kevin
Mc Cabe
Bank
of Southern California
kmccabe@banksocal.com
818.637.7065
California BanCorp (NASDAQ:CALB)
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