HomeMy WebLinkAboutCSG ENTERPRISES, INC - 2003-07-07r r �
Council/Agency Meeting Held: '?-7 -01
Deferred/Continued to:
Approved ❑ Conditionally Approved ❑ Denied
City Clerk's Signature
Council Meeting Date: July 7, 2003
Department ID Number: BD2003-1
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO:
HONORABLE MAYOR AND CITY COUNCIL
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SUBMITTED BY:
RAY SILVER, City Administratora240/
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PREPARED BY:
Ross Cranmer, Building & Safety Director
SUBJECT:
APPROVE APPROPRIATION REVISION AND PROFESSIONAL
SERVICE CONTRACT TO BACKFILL KEY POSITIONS
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental status, Attachment(s)
Statement of Issue: Transmitted for City Council's consideration is a request to transfer
funding from Department Salary Savings into operating expenses and approve a professional
services contract to backfill key positions.
Funding Source: Transfer $50,000 from Permanent Salaries 10055201.51100 to
contract services 10055201.69365
Recommended Action:
Motion to:
1. "Approve the transfer of $50,000 from the Permanent Salaries account
10055101.51100 to contract services operating account 10055201.69365 to backfill
key positions."
2. "Approve and authorize the Mayor and City Clerk to execute the professional services -,-
contract between the City of Huntington Beach and CSG, Enterprises Inc. for
inspection and plan review services."
RIQUE3T FOR COUNCIL ACT14IN
MEETING DATE: July 7, 2003 DEPARTMENT ID NUMBER: BD2003-1
Alternative Action(s):
The City Council may make the following alternative motions:
1. "Deny the appropriation revision for the transfer of funds from Salary Savings to
Operating Account."
2. "Deny the professional services contract between the City of Huntington Beach and
CSG, Enterprises Inc. for inspection and plan review services."
3. "Continue the item and direct staff accordingly."
Analysis:
The Building and Safety Department staffs the building counter, performs health and safety
plan reviews and provides customer friendly inspection services for our community. The
applicants who submit projects to the City pay fees for these services and service levels have
been established.
The Department of Building & Safety has three vacant positions resulting in $190,000 in
projected salary savings. The positions include two (2) Building Inspector III's and a Principal
Electrical Inspector. The Building Inspector positions were excluded in the expanded hiring
freeze that was approved by Council on May 19, 2003 and the recruitment process has
commenced. However, as a result of these vacancies, we have been unable to provide
responsive plan review and inspection services to all our customers
The approval of the $50,000 fund transfer and professional service contract between the City
of Huntington Beach and CSG Enterprises, Inc. will allow the department to partially meet
our short-term needs and established service levels while we recruit for the open positions.
CSG Enterprises, Inc.. is well respected in the industry and continues to provide exceptional
services for the City of Huntington Beach. CSG also works exclusively for government
agencies thus they avoid having any conflict of interest with private developers.
Environmental Status: NIA
Attachment(s):
BD2003-1 Approp. Rev for Professional Services & Contract for CSG -2-
6/23I2003 3:14 PM
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July 11, 2003
CSG Enterprises, Inc.
Attn. Khoa Duong
151 Kalmus Drive
Costa Mesa, CA 92626
Dear Mr.Duong:
The City Council of the City of Huntington Beach at the meeting held
July 7, 2003, approved the Professional Service Contract between the City and
CSG Enterprises, Inc. for Inspection and Plan review services.
Enclosed a duly executed copy of the Professional Contract Agreement for your
records.
Sincerely,
Connie Brockway
City Clerk
Enclosure: Agreement
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ATTACHMENT 1
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
CSG ENTERPRISES, INC. FOR
INSPECTION AND PLAN REVIEW SERVICES
THIS AGREEMENT ("Agreement") is made and entered into this y of
2003, by and between the City of Huntington Beach, a municipal
corporation of the State of California, hereinafter referred to as "CITY, and CSG
ENTERPRISES, INC. a California corporation hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to perform inspection
and plan review services; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the
Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service
contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is
attached hereto and incorporated into this Agreement by this reference. These services shall
sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates Khoa Duong who shall represent it and be its
sole contact and agent in all consultations with CITY during the performance of this Agreement.
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly
performance of this Agreement.
03agree--csg enterprises!6::l1103
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3. TERM, TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to
commence as soon as practicable after the execution of this Agreement by CITY (the
"Commencement Date"). This Agreement shall expire on September 30, 2003, unless sooner
terminated as provided herein, and all tasks specified in Exhibit "A" shall be completed no later
than September 30, 2003. These times may be extended with the written permission of CITY.
The time for performance of the tasks identified in Exhibit "A" are generally to be shown in
Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in
writing by CITY and CONSULTANT.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY agrees
to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B,"
which is attached hereto and incorporated by reference into this Agreement, a fee, including all
costs and expenses, not to exceed Fifty Thousand Dollars ($50,000.00).
5. EXTRA 'WORK
In the event CITY requires additional services not included in Exhibit "A" or
changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such
work only after receiving written authorization from CITY. Additional compensation for such
extra work shall be allowed only if the prior written approval of CITY is obtained.
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B."
03agreeksg enterprises/6.+ 11 /03 2
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7. DISPOSITION OF PLANS -ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder. including,
without limitation, all original drawings, designs, reports, both field and office notices,
calculations, computer code, language, data or programs, maps, memoranda, letters and other
documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY
upon expiration or termination of this Agreement or upon PROJECT completion, whichever
shall occur first. These materials may be used by CITY as it sees fit.
8. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless
CITY, its officers, elected or appointed officials, employees, agents and volunteers from and
against any and all claims, damages, losses, expenses, judgments, demands and defense costs
(including, without limitation, costs and fees of litigation of every nature or liability of any kind
or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's
subcontractors, if any) negligent performance of this Agreement or its failure to comply with any
of its obligations contained in this Agreement by CONSULTANT, its officers, agents or
employees except such loss or damage which was caused by the sole negligence or willful
misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and
CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all
claims and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as limitation upon the amount of indemnification to be provided by
CONSULTANT.
03agree/csg enterprisesl6i11103 3
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability
insurance policy covering the work performed by it hereunder. This policy shall provide
coverage for CONSULTANT's professional liability in an amount not less than One Million
Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance
shall not contain a self -insured retention, "deductible" or any other similar form of limitation on
the required coverage except with the express written consent of CITY. A claims -made policy
shall be acceptable if the policy further provides that:
A. The policy retroactive date coincides with or precedes the initiation of the
scope of work (including subsequent policies purchased as renewals or
replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents that
might give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during the
required extended period of coverage following PROJECT completion. If insurance is
terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision
of at least two (2) years to report claims arising from work performed in connection with this
Agreement.
10. INSURANCE
In addition to the workers' compensation and employer's liability insurance and
CONSULTANT's covenant to defend, hold harmless and indemnify CITY, CONSULTANT
shall obtain and furnish to CITY, a policy of general public liability insurance, including motor
vehicle coverage covering the PROJECT. This policy shall indemnify CONSULTANT, its
03agreeicsg enterprises/6.111.03 4
officers, employees and agents while acting within the scope of their duties, against any and all
claims arising out or in connection with the PROJECT, and shall provide coverage in not less
than the following amount: combined single limit bodily injury and property damage, including
products/completed operations liability and blanket contractual liability, of One Million Dollars
($1,000,000) per occurrence. If coverage is provided under a form which includes a designated
general aggregate limit, the aggregate limit must be no less than One Million Dollars
($1,000,000) for this PROJECT. This policy shall name CITY, its officers, elected or appointed
officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide
that any other insurance coverage which may be applicable to the PROJECT shall be deemed
excess coverage and that CONSULTANT's insurance shall be primary.
Under no circumstances shall said above -mentioned insurance contain a self -insured
retention, or a "deductible" or any other similar form of limitation on the required coverage.
11. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY
fNSLRANCE
Pursuant to California Labor Code Section 1861, CONSULTANT acknowledges
awareness of Section 3700 et seq. of this Code, which requires every employer to be insured
against liability for workers' compensation; CONSULTANT covenants that it will comply with
such provisions prior to commencing performance of the work hereunder.
CONSULTANT shall obtain and furnish to City workers' compensation and
employer's liability insurance in an amount of not less than the State statutory limits.
CONSULTANT shall require all subcontractors to provide such workers'
compensation and employer's liability insurance for all of the subcontractors' employees.
CONSULTANT shall furnish to CITY a certificate of waiver of subrogation under the terms of
03agree csg enterprises.6111.103 5
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the workers' compensation and employer's liability insurance and CONSULTANT shall
similarly require all subcontractors to waive subrogation.
12. CERTIFICATES OF INSURANCE; ADDITIONAL INSURED
ENDORSEMETS
Prior to commencing performance of the work hereunder. CONSULTANT shall
furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the
foregoing insurance coverages as required by this Agreement; the certificates shall:
1. provide the name and policy number of each carrier and policy;
2. state that the policy is currently in force; and
3. promise to provide that such policies will not be canceled or modified without
thirty (30) days' prior written notice of CITY.
CONSULTANT shall maintain the foregoing insurance coverages in force until
the work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverages shall not derogate
from the CONSULTANT's defense, hold harmless and indemnification obligations as set forth
under this Agreement. CITY or its representative shall at all times have the right to demand the
original or a copy of all the policies of insurance. CONSULTANT shall pay, in a prompt and
timely manner, the premiums on all insurance hereinabove required.
CONSULTANT shall provide a separate copy of the additional insured
endorsement to each of CONSULTANT's insurance policies, naming CITY, its officers, elected
and appointed officials, employees, agents and volunteers as Additional Insureds, to the City
Attorney for approval prior to any payment hereunder.
03agreeicsg enterprises.16.111iO3 6
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13. INDEPENDENT CONSULTANT
CONSULTANT is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and all
payment of all taxes, social security, state disability insurance compensation, unemployment
compensation and other payroll deductions for CONSULTANT and its officers, agents and
employees and all business licenses, if any, in connection with the PROJECT and/or the services
to be performed hereunder.
14. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike
manner. CITY may terminate CONSULTANT's services hereunder at any time with or without
cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement
by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as
provided herein. In the event of termination, all finished and unfinished documents, exhibits,
report, and evidence shall, at the option of CITY, become its property and shall be promptly
delivered to it by CONSULTANT.
15. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be
assigned, delegated or subcontracted by CONSULTANT to any other person or entity without
the prior express written consent of CITY. If an assignment, delegation or subcontract is
approved, all approved assignees, delegates and subconsultants must satisfy the insurance
requirements as set forth in Sections 9 and 10 hereinabove.
03agrce csg enterprises!6 1 P03 7
16. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or material
produced as a result of this Agreement.
17. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee
in the work performed pursuant to this Agreement. No officer or employee of CITY shall have
any financial interest in this Agreement in violation of the applicable provisions of the California
Government Code.
18. NOTICES
Any notices, certificates, or other communications hereunder shall be given either
by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to
CITY as the situation shall warrant, or by enclosing the same in a sealed envelope. postage
prepaid, and depositing the same in the United States Postal Service, to the addresses specified
below. CITY and CONSULTANT may designate different addresses to which subsequent
notices, certificates or other communications will be sent by notifying the other party via
personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested:
TO CITY:
City of Huntington Beach
ATTN: Ross Cranmer
2000 Main Street
Huntington Beach, CA 92648
03agrecicsg enterprises116/11iO3 8
TO CONSULTANT:
Khoa Duong
Vice President
CSG Enterprises, Inc.
151 Kalmus Drive
Costa Mesa, CA 92626
19. CONSENT
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval to
any subsequent occurrence of the same or any other transaction or event.
20. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid
unless in writing and duly executed by both parties.
21. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive and are
included solely for convenience of reference only and are not representative of matters included
or excluded from such provisions, and do not interpret, define, limit or describe, or construe the
intent of the parties or affect the construction or interpretation of any provision of this
Agreement.
22. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against any of the parties. If any
provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining
covenants and provisions of this Agreement. No covenant or provision shall be deemed
dependent upon any other unless so expressly provided here. As used in this Agreement, the
masculine or neuter gender and singular or plural number shall be deemed to include the other
whenever the context so indicates or requires. Nothing contained herein shall be construed so as
03agreelog enterprises16-111;D3 9
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to require the commission of any act contrary to law, and wherever there is any conflict between
any provision contained herein and any present or future statute, law, ordinance or regulation
contrary to which the parties have no right to contract, then the latter shall prevail, and the
provision of this Agreement which is hereby affected shall be curtailed and limited only to the
extent necessary to bring it within the requirements of the law.
23. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of
the date of its execution and delivery, be deemed an original. Each duplicate original shall be
deemed an original instrument as against any party who has signed it.
24. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration
and naturalization laws of the United States and shall, in particular, comply with the provisions
of the United States Code regarding employment verification.
25. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal set -vices are expressly outside
the scope of services contemplated hereunder. CONSULTANT understands that pursuant to
Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONSULTANT.
03agreeicsg enterprisesi6111/03 10
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26. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the
terms and/or provisions of this Agreement or to secure the performance hereof, each party shall
bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its
attorney's fees from the non -prevailing party.
27. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive
the expiration or termination of this Agreement, shall so survive.
28. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of
the State of California.
27. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement
Freely and voluntarily following extensive arm's Iength negotiation, and that each has had the
opportunity to consult with legal counsel prior to executing this Agreement. The parties also
acknowledge and agree that no representations, inducements, promises, agreements or
warranties, oral or otherwise, have been made by that party or anyone acting on that party's
behalf, which are not embodied in this Agreement, and that that party has not executed this
Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or
circumstance not expressly set forth in this Agreement. This Agreement, and the attached
exhibits, contain the entire agreement between the parties respecting the subject matter of this
Agreement, and supercede all prior understandings and agreements whether oral or in writing
between the parties respecting the subject matter hereof.
03agreeksg enlerpris&611 Ii0s I I
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized offices the day, month and year first above %witten.
CSG ENTERPRISES. INC. CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of California
By: '�Y" l &Nx
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Richard Mao, President and Secretary Mayor
(sole shareholder)
ATTEST:
REVIEWED AND APPROVED;
City Clerk «!0 3
Cite dministrator
APPROVED AS TO FORM:
ra� O�City Attorney' Q
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II`IITIATED AND APPROVED:
--- 17._0 -
Director of Building & Safety
03agreeksg enterprisesi6111103 12
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EXHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed)
Perform field inspections of construction projects to ensure that the contractor or
homeowner properly follows the approved construction plans and standards in
accordance with the adopted building codes.
Perform traditional plan review of submitted plans to determine compliance with
construction codes as adopted and amended by the City of Huntington Beach.
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
1. CSG shall pay all wages to its certified inspectors and plan reviewers who
are subject to this agreement.
2. CSG to maintain daily inspection, plan review records and all necessary
documents on file and available to the City.
3. CSG to provide the vehicle for field inspections.
C. CITY'S DUTIES AND RESPONSIBILITIES:
1. City shall provide the workplace for all employees in strict compliance with
applicable health and working standards and specifications
jrnp/contracts group/exA/6/10/03
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EXHIBIT "B"
Payment Schedule (Hourly Payment)
A. Hourly Rate
CONSULTANT'S fees for inspection services shall be based upon the hourly rate of $55.00
per hour and plan review services shall be based upon the hourly rate of $72.00 per hour.
B. Billing
All billing shall be done monthly in one -tenth -hour (0.10) increments and matched
to an appropriate breakdown of the time that was taken to perform that work and
who performed it.
Minimum billing charges are unacceptable. CONSULTANT shall only charge for
actual time spent. For example, minimum of 0.2 hours for phone calls or 0.4 hours
for letters is unreasonable unless that is an accurate measure of time spent.
2. Each month's bill should include a total to date. That total should provide, at a
glance, the total fees and costs incurred to date for the case or matter.
3. Telephone, cellular phone and postage charges are billable at actual cost. A copy of
all service bills/costs should accompany the billing for each single item that exceeds
Seventy -Five Dollars ($75.00). The fee for the sending or receiving of facsimiles
shall not exceed Twenty-five Cents ($0.25) per page. CITY will not pay a fee or
charge for telephone calls or facsimiles to CITY. Photocopier costs should be no
more than the actual cost of duplication, or Ten Cents ($0.10) per page, whichever
is less.
4. CITY will not pay for secretarial time or secretarial overtime. CITY will not pay
for secretarial tasks or tasks that should be subsumed into CONSULTANT's
overhead. For example, time spent for faxing, mailing, arranging for messengers
and calendaring are not acceptable charges.
CITY will not pay for word processing charges. This includes per page or hourly
charges.
6. CITY will not pay for billing or discussion of bills. If CITY has questions about
billing or needs additional information on bills, that is not a chargeable event;
CONSULTANT should respond without charging CITY for the time required.
7. CITY appreciates when CONSULTANT has researched an issue previously and
uses that research on the present case. CITY has retained CONSULTANT because
of its past experience. CONSULTANT shall not charge CITY for work it has done
and billed another client for in the past.
ag= formslexB-hourly feel6110;03 EXHIBIT B
Hourly Payment
EXHIBIT "B"
Payment Schedule (Hourly Payment)
8. Delivery of work product: A copy of every memorandum, letter, report, calculation
and other documentation prepared by CONSULTANT shall be submitted to CITY to
demonstrate progress toward completion of tasks. In the event CITY rejects or has
comments on any such product, CITY shall identify specific requirements for
satisfactory completion.
9. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such
invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that
the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is
making satisfactory progress toward completion of tasks in accordance with this
Agreement, CITY shall approve the invoice, in which event payment shall be made
within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be
unreasonably withheld. If CITY does not approve an invoice, CITY shall notify
CONSULTANT in writing of the reasons for non -approval and the schedule of
performance set forth in Exhibit "A" may at the option of CITY be suspended until the
parties agree that past performance by CONSULTANT is in, or has been brought into
compliance, or until this Agreement has expired or is terminated as provided herein.
10. Any billings for extra work or additional services authorized in advance and in writing
by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the
information required above, and in addition shall list the hours expended and hourly
rate charged for such time. Such invoices shall be approved by CITY if the work
performed is in accordance with the extra work or additional services requested, and if
CITY is satisfied that t he statement of hours worked and costs i ncurred i s a ccurate.
Such a pproval s hall not be u nreasonably w ithheld. A ny d ispute b etween the p arties
concerning payment of such an invoice shall be treated as separate and apart from the
ongoing performance of the remainder of this Agreement.
agree/formVexB-hourly fee/6/10/03 EXHIBIT B 2
Hourly Payment
Sent By: CSG CONSULTANTS;
8505222555 ; May-29-03
1:32PM; Page 2/3
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Insurance Brokers, Inc:.
265 Bullard, #101
Fresno, CA 93704-1513
Insureds Name and Addrbes:
CSG Consultants Inc
1 166-0 South Amphlett Blvd Suite #330
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THIS CERTIFICATE 19 ISSUED AS A MATTER QF
INFORmA,noN ONLY AND CONFERS NO RIGHTS UPON
THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES
NOT AMEND, EXPEND OR ALTER THE COVERAGE
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NOTWfrHSTANDINO ANY REQUIREMENT, TERM OR CONDRION 0 ANY CONTRACTOR OTHER DOCUMENT Wrn1 RE&PEOTTO WHICH THIB GFRTIFCATE UAY FIE ISSUED OR
EAAY PCRTAI4. THE kOURANCE AFFORDESS aY THE POLICIES DEW918ED HEREIN IS SUmcT To ALL THE TERMS, F7(CLUSIONS, AND CONDrnoN8OF SUCH POLICIES.
TYPE OF INSURANCE POLICY NUMBER EFF.DATE EXP,DATE
A
GENERAL LIABILITY
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04/29/04
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LIABILITY'
Description of Operations/LocationwVehiclaslRestrictions/Special items:
C'cRT!r,.^.AT_40LDFR IS TO READ: CITY OF HUNTINGTCN BEACH, ITS AGENTS, OFFICERS ry EMPLOYEES
Certificate Holder:
City of Huntington Beach
Dept of Bldg & Safety
200 Main Street
Huntington. Beach, CA 92648
POLICY LIMITS
General
$2,000,000
Products-Com/Ops
AggragafA: ,
$2,000.000
Personal and Adv. Injury:
$ 1.000,0110
Each Occurrence:
$1.0m.000
Fire Dmg. (any one fire):
$500,MD
Combined Shoo LbTgt:
$1,0w.ow
Bodily Iniurylparson:
$0
Bodly Injury/accident:
$0
Propedy Damage:
SO
Each Occurrence:
Aggregate:
Statutory Limilld
Each Acoldent
Disease/PDlicy. LIr1Tit:
Disease/Employee:
Per Claim
$1,000.000
$1.000.000
rto
$0
THC AGGRCGATL LEMIT IS THC TOTAL INSURANCE AVAILASUE FOR CLAIMS PREBMTED
WMM THE POLICY FOR ALL OPERATIONS OF THE INSURED.
CANCELLATION:
SHOLiLD ANY OF THE ABOVE DESCMED POLICIES BE CANOFZ.EF3 BEFORE THE EXPIRATION
DATE THEREOF, TK ISSUING OOLPANY, ITS AGENTS OR REPRESENTATIVES WILL MAIL W
OAvS WRnTEN NOTICE To THE CER71F=4TB HOLDER NAMED 7Q 7HE LEFT, ExCEPT1N
THE VENT OF CANCELLATION FOR NON-PAYMENT OF PRE MIUM.IN WHICH CASE 10 DAYS
NGTiCE WILL BE GIVEN.
9'1�°f�`t �ciJ1 _ WRB103
0530/2003 14:50 16505222599 CSG CONSLLTANTS PAGE 02
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Sent By.: ^SG CONSULTANTS; 6505222555 ; May-29-03 1:32PM; Page 3/3
s 0
. t
KEMPER PREMIERENDORSEMENT FOR
ARCHITOCTURE AND ENGINEERING FIRMS
THIS ENDORSEMENT CH;%NGES THE POLICY. PLEASE READ IT CAREFULLY
This endorsement modlfles in4urance proVlded under the following:
BUSINESS*NERS LIABILfty COVERAGE FORM SP 71 08
1. ADDITIONAL INSURED - -BY CONTRACT, AGREEMENT OR PERMIT
Item 5. of Section C. WHO IS AN INSURED, IS deleted and replaced by the following:
Any person or organization (named above) to whore or to which you are obligated by virtue of a written
contract, agreement or permit to provide such insurance as afforded by this policy is an insured, but only
with respect to liability arising out 0.
a) 'Your work" for that insured by'you, including work or operations performed an your behalf for that insured;
b) Permits issued by state or polillical subdivisions for operations performed by you; or
c) Premises you own, rent, occupy or use.
This provision does not apply unles8 the written contract or agreement has been executed, or the: permit
has been issued, prior to the 'bodily. Injury," "property_ damage,' `personal Injury ar advertising Injury."
This provision does not apply to any person or organization included as an insured under Additional
insured — Vendors,
(NOTE: MEETS OR EXCEEDS CG 2010 11 05)
2. PRIMARY- -NON-CONTRIBUTORY
This Inaumnce is primary and is not;additional to or contributing with any other insurance carried by or
for the benefit of Additional Insureds.
3. SEPARATION OF INSUREDS
Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first
Named Insured, this Insurance apOes:
a) As if each Named Insured were the only Named Insured; and
b) Separately to each Insured agdinst whom claim is made or "suir Is brought.
4. NOTICE OF CANCELLATION
If we cancel this policy for any raaspn outer than non-payment of premium, we will mail written notice at
least 30 days before the effective date of cancellation to the Additional Insureds on file with the Company.
If we cancel this policy for nori-payrftent of premium,'we will mail written notice at least 10 days before the sffecfive
date of cancellation to the Additional Insureds on file with the Company.
S. WAIVER OF sUBROGATION
if the insured has rights to recover 4li or part of any payment we have made under this policy. those rights are
transferred to us. This insurance shall not be invalidated should the Named Insured waive in writing, prior to a loss,
any or all rights of recovery against Ony party for a loss occurring. However, the insured must do :nothing after a
loss to impair these rights. At our request, the insured will bring 'suit" or transfer those rights to u$ and help us
enforce them. This condition does not apply to Medlcal Expenses Coverage.
Nothing herein containod shall vary, alter or extend any provision or condition of the Policy other than as above stated.
CSG CONSULTANTS
AMEFUtAN MOTORISTS INSURANCE COMPANY
_ CortvLiM
Aathorbtod Signature �.
ISSURD. AprA 20. 2003
N=-. Mats or Exceeds CO2610 11195
Kemper Form OBP71011
CERTIFICATE -OF AMENDMENT
TO THE BYLAWS OF
CSG ENTERPRISES, INC.
Richard Mao, as President of CSG Enterprises, Inc., a California corporation, certifies
that the following amendment to the Bylaws of the corporation has been approved by the
shareholders of the corporation:
Article II, Section 4 is amended to provide_ that the authorized
number of Directors of the Corporation is one (1).
Date: June 12, 2000
Richard Mao, President
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
-! CSG CONSULTANTS, INC.
Richard Mao certifies that:
1. He is the President and Secretary of CSG Consultants, Inc., a California
corporation.
2. The following amendment to the articles of incorporation of the corporation has
been duly approved by the board of directors of the corporation:
Article I of the Articles of Incorporation is amended to read as follows:
I
The name of this corporation is CSG Enterprises, Inc.
3. The amendment was duly approved by the required vote of shareholders in
accordance with section 902 of the California Corporations Code. The total number of
outstanding shares entitled to vote with respect to the amendment was 500, the favorable vote of
a majority of such shares is required to approve the amendment, and the number of such shares
voting in favor of the amendment equaled or exceeded the required vote.
Richard Mao, President and Secretary
VERIFICATION
The undersigned declares under penalty of perjury tinder the laws of the State of
California that the statements contained in the foregoing Certificate of Arnerdment of Articles of
Incorporation are true and correct, and that this verification was executed on June 12, 2000 in
South San Francisco, California.
Richard Mao
ACTION BY UNANIMOUS WRITTEN CONSENT OF.
BOARD OF DIRECTORS OF
CSG CONSULTANTS, INC.
Pursuant to the Corporations Code of the State of California and pursuant to the By -Laws
of CSG Consultants, Inc., a California corporation, (hereinafter -the "Corporation"), the
undersigned, being all the directors of the Corporation, by their signatures below, hereby adopt
the following resolutions on behalf of the Corporation.
1. CHANGE OF CORPORATION NAME
RESOLVED, that the Corporation shall change its name from CSG Consultants, Inc. to
CSG Enterprises, Inc.
2. REMOVAL AND SUBSTITUTION OF OFFICER
RESOLVED, that Brian Hadley is hereby removed as Secretary and Chief Financial
Officer of the Corporation.
RESOLVED FURTHER, that Richard Mao is hereby appointed Secretary and Chief
Financial Officer of the Corporation, and accepts such offices.
This Action by Unanimous Written Consent may be executed in one or more
counterparts, each of which shall be an original and all of which together shall be one and the
same instrument. This Nwitten consent shall be filed in the Minute Book of the Corporation and
become part of the records of the Corporation.
DATE: June 12, 2000
1I IV). M
••9 •=
ACTION BY UNANIIMOUS WRITTEN CONSENT OF
BOARD OF DIRECTORS
IN LIEU OF ORGANIZATIONAL MEEMG OF
CSG CONSULTANTS, INC.
The undersigned, being all the directors of CSG Consultants, Inc., a California corporation, by their
signature below or on a counterpart hereof, hereby adopt the following resolutions on behalf of this corporation,..
pursuant to the California Corporations Code, for the purpose of perfecting the organization of this corporation:
1. CERTIFICATION AND FILING OF ARTICLES OF INCORPORATION.
RESOLVED, that the Secretary of this corporation is hereby authorized and instructed to insert in
the Minute Book of this corporation a copy of the Articles of Incorporation as filed in the Office of the
California Secretary of State and certified by the Secretary of State.
2. ADOPTION OF BYLAWS.
RESOLVED FURTHER, that the Bylaws, which were adopted and approved by the incorporator
of this corporation and attached as an exhibit to the Action by Incorporator are hereby ratified, approved, and
adopted as the Bylaws of this corporation;
RESOLVED FURTHER, that the Secretary of this corporation, when appointed, is authorized and
directed to execute a Certificate of Adoption of these Bylaws and to insert them as certified in this
corporation's Minute Book, and to see that a copy, similarly certified, is kept at this corporation's principal
office for the transaction of its business.
3. AGENT FOR SERVICE OF PROCESS.
RESOLVED FURTHER, that Richard Mao, a resident of California whose business address is 395
Oyster Point Boulevard, Suite 119, South San Francisco, California 94080, is approved as this corporation's
agent for service of process ir. California as required by Section 1502 of t'�e California Corporations Code.
4, CORPORATE SEAL.
RESOLVED FURTHER, that a corporate seal a corporate sea, is adapted as the seal of this
corporation in the form of two (2) concentric circles, with the name of the corporation between the two circles
and the date and state of incorporation within the inner circle,
5. FORM OF STOCK CERTIFICATE.
RESOLVED FURTHER, that the form of stock certificates as selected by corporate counsel be and
is hereby adopted as the stock certificate of the corporation and that a specimen of such certificate be placed
in the minute book.
5. BANK ACCOUNT.
RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby
authorized and directed to establish on behalf of this corporation account(s) at.Citibank and/or such other a
bank or banks ("Bank(s)" herein) which the officer acting may select in his or her discretion, and that funds
from such account(s) may be withdrawn by means of checks or drafts of this corporation signed by any one
of the corporate officers of by any other persons designated'by the President.
RESOLVED FURTHER, that all form resolutions required by such Bank(s) are hereby adopted in
the form utilized by Bank(s), and the Secretary is hereby authorized to certify such resolutions as having been
adopted by this unanimous written consent and is directed to insert the farm of such resolutions in the Minute
Book.-..
7. STATEMENT BY DOMESTIC STOCK CORPORATION..
RESOLVED FURTHER; that the form entitled "Statement by Domestic Stock Corporation," as
required to be filed with the California Secretary of State by California Corporations Code Section 1502, is
hereby approved, and any officer or agent of this corporation, when appointed, is hereby authorized and .
directed to execute the form and forward it with the appropriate fee in accordance with the time requirements
of that Section to the California Secretary of State; and
RESOLVED FURTHER, that any change in the agent for service of process (or in his or her
address) as stated in the aforementioned statement shall cause the President or Secretary to execute .a new
statement and send it to the Secretary of State, and in addition, those officers are directed hereby to file a new
statement annually in accordance with the provisions of Section 1502 of the California Corporations Code.
S. PRINCIPAL EXECUTIVE OFFICE.
RESOLVED FURTHER, that the principal executive office of this corporation shall be located at
395 Oyster Point Boulevard, Suite 119, South San Francisco, California.
9. EMPLOYER IDENTIFICATION AND WITHHOLDING.
RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby
authorized and directed to take all actions deemed necessary or advisable to secure federal and state employer
identification numbers and to comply with all laws regulating payroll reporting, withholding and taxes.
10. STOCK ISSUANCE.
RESOLVED FURTHER, that this corporation sell and issue 100,000 shares of its common stock
to Richard Nlao in consideration of the transfer to the corporation of cash, tools, deposits, equipment and a
truck valuing approximately $100,000 in the aggregate.
RESOLVED FURTHER, that the officers of the corporation be, and they hereby are, authorized,
empowered, and directed to take all actions that may be necessary and proper for this corporation to issue
and sell the above -listed shares to the person named, in accordance with applicable laws, and that those
actions shall include, where necessary: (i) filing with the California Commissioner of Corporations an
appropriate notice under Section 25102(f) of the California Corporations Code or obtaining qualification of
the offer and sale of such shares from the California Commissioner of Corporations: (ii) doing all acts that
may be necessary under the federal securities laws and the securities laws of any other state; and (iii) doing
all acts necessary to expedite these transactions or conform them, or any of them, to the requirements of any
applicable law, ruling, or regulation.
11. SECURITIES LAWS COMPLIANCE
RESOLVED FURTHER, that it is contemplated that the offer and sale of this corporation's common
stock shall be exempt from qualification under the California Corporations Code and any other applicable
state securities laws, and each officer of this corporation is authorized and directed to take all steps necessary
or desirable to comply with.the applicable legal requirements, including causing aav required notice to be
prepared, executed, and timely filed with the appropriate regulatory agency.
RESOLVED FURTHER, that it is contemplated that the offer and sale of this corporation's common
stock shall be exempt from the registration requirements of the federal Securities Act of I933, as amended,
pursuant -to Section 4(2), Section 3(a)(11), or Regulation D of that Act, as may be applicable, and that each
officer of this corporation acting alone is hereby authorized and directed to take all steps necessary or
3a. 2
desirable to qualify under an applicable exemption, including, if necessary; the filing of any Form D with
_ the Securities and Exchange Commission.
12. ELECTION OF OFFICERS
RESOLVED, that the following persons are elected to the office(s) indicated next to their names to
serve until their successor(s) shall be duly elected or appointed, unless he or she resigns, is removed from
office or is otherwise disqualified from serving as an officer of this corporation, to take their respective.
office(s) immediately upon such election:
Office
Name
President Richard Mao
Chief Financial Officer Richard Mao
Secretary Richard Mao
13. ACCOUNTING AND FISCAL YEAR.
RESOLVED FURTHER, that, until changed by this Board or by the shareholders, the first
accounting year of this corporation shall commence on its date of incorporation and shall end on December
31, 2000, and that each subsequent fiscal year of this corporation shall end on December 31.
14. ORDINARY LOSS TAX TREATMENT
Internal Revenue Code Section 1244 can apply to the corporation's common stock. Section 1244
entitles shareholders to ordinary loss tax treatment of losses from stock that qualifies as "Section 1244 stock."
The corporation is a small business corporation as defined in Internal Revenue Code Section 1244(c)(3)(A).
RESOLVED FURTHER that, assuming that the tax code permits, this corporation intends to qualify
its coramon stock for treatment under Section 1244 of the Internal Revenue Code, pursuant to which the
corporation plans that its total equity capital and paid -in surplus shall not in any event exceed 51,000,000,
that it shall be largely an operating company, with less than 50 percent of its gross receipts coming from
passive sources (royalties, rents dividends, interest, annuities, and sales or exchanges of stocks or securities),
and that it shall conform in all other respects to the requirements necessary to qualify the corporation's
common stock for treatment under Section 1244 of the Internal Revenue Code,
RESOLVED FURTHER, that the secretary of this corporation is authorized and directed to keep
all records, prepare all reports and returns, and take all other steps as may be necessary to qualify this
corporation's common stock for treatment under Section 1244 of the Internal Revenue Code.
15. EXPENSES OF INCORPORATION.
RESOLVED FURTHER, that the Chief Finandial Officer is authorized and directed to pay the
expenses of the incorporation and organization of this corporation, and to reimburse the persons advancing
funds to this corporation for this purpose.
16. 01vINIBUS RESOLUTIONS.
RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby
authorized to do and perform any and all such acts, including execution of any and all documents and
certificates, -as said officers shall deem necessary or advisable, to carry out the purposes of the foregoing
resolutions.
�i'f 3
RESOLVED FURTHER, that any actions taken by such officers prior to the date of the foregoing
resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and
approved as the acts'and deeds of this corporation.
This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be an
original and all of which together shall be one and the same instrument. This written consent shall be filed in the
Minute Book of this corporation and become a part of the records of this corporation.
Richa d Mao, President
Dated as of June 13, 2000
4
BYLAWS
OF
CSG CONSULTANTS, INC.
ARTICLE I
CORPORATE OFFICES
1.1 PRINCIPAL OFFICE
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 California and the
corporation has one or more business offices in California, then the Board of Directors shall fix and designate a
principal business office in California.
1.2 ' OTHER OFFICES
The Board of Directors may at any time establish branch or subordinate offices at any place or places.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.1 PLACE OF MEETINGS
Meetings of shareholders shall be held at any place within or outside 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 or at any place consented to in writing by all perso:is entitled to vote at such
meeting, given before or after the meeting and filed with the Secretary of the corporation.
2.2 ANNUAL MEETING
An annual meeting of shareholders shall be held each year on a date and at a time designated by the Board
of Directors. At that meeting, directors shall be elected. Any other proper business may be transacted at the annual
meeting of shareholders.
2.3 ' SPECIAL MEETINGS
Special meetings of the shareholders may be called at any time, subject to the provisions of Sections 2.4 and
2.5 of these Bylaws, by the Board of Directors, the Chairman of the Board, the President or the holders of shares
entitled to cast not less than ten percent (10%) of the votes at that meeting.
If a special meeting is called by anyone other than the Board of Directors or the President or the Chairman
of the Board, then 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 other written
communication to the Chairman of the Board, the President, any Vice President or the Secretary of the corporation.
The officer receiving the request forthwith shall cause notice to be given to the shareholders entitled to vote, in
accordance with the provisions of Sections 2.4 and 2.5 of these Bylaws, that a meeting will be held at the time
requested by the person or persons calling the meeting, so.long as that time is 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, then the -person or -persons requesting the meeting may give the notice. Nothing contained in this
paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders
called by action of the Board of Directors maybe held.
2.4 NOTICE OF SHAREHOLDERS' MEETINGS
All notices of meetings of shareholders shaII be sent or otherwise given in accordance with Section 2.5 of
these Bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.5 of these Bylaws, not less than
thirty (30)) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat.
Such notice shall state the place, date, and hour of the meeting and (i) in the case of a special meeting, the general
nature of the business to be transacted, and no business other than that specified in the notice may be transacted, or
(ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of the mailing of the
notice, intends to present for action by the shareholders, but, subject to the provisions of the next paragraph of this
Section 2.4, any proper matter may be presented at the meeting for such action. The notice of any meeting at which
Directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by
the Board for election.
If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director
has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code (the "Code"),
(ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the
corporation, pursuant to Section. 1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to Section
1900 of the Code, or (v) a distribution in dissolution other than in accordance with the rights of any outstanding
preferred shares, pursuant to Section 2007 of the Code, then the notice shall also state the general nature "of that
proposal.
2.5 MANNER OF GIVING NOTICE,_ AFFIDAVIT_ OF NOTICE
Notice of a shareholders' meeting shall be given either personally or by first-class mail, or, if &e corporation
has outstanding shares held of record by five hundred (500) or more persons (determined as provided in Section 605
of the Code) on the record date for the shareholders' meeting, notice may be sent by third-class mail, or other means
of written communication, addressed to the shareholder at the address of the shareholder appearing on the books of
the co: poranon or given by the shareholder to the corporation for the purpose of notice; or if no such address appears
or is given, at the place where the principal executive office of the corporation is located or by publication at least once
in a newspaper of general circulation in the county in which the principal executive office is located. The 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.
If any notice (or any report referenced in Article VII of these Bylaws) addressed to a 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 to the
shareholder at that address, all future notices or reports shall be deemed to have been duly given without further
mailing if the same shall be available to the shareholder upon written demand of the shareholder at the principal
executive office of the corporation for a period of one (1) year from the date of the giving of the notice.
An affidavit of mailing of any notice or report in accordance with the provisions of this Section 2.5, executed
by the Secretary, Assistant Secretary or any transfer agent, shall be prima facie evidence of the giving of the notice
or report.
2.6 QUORUM
Unless otherwise provided in the Articles of Incorporation of the corporation, a majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a. quorum at a meeting of the shareholders. 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 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.
In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of
a majority of the shares represented either in person or by proxy, but no other business may be transacted, except as
provided in the last sentence of the preceding paragraph. "
2.7 ADJOURNED MEETING; NOTICE
Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy. .
When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need
not be given of the adjourned meeting if its time and place are announced at the meeting at which the adjournment is
taken. However, if the adjournment is for more than forty-five (45) days from the date set for the original meeting
or if a new record date for the adjourned meeting is fixed, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and
2.5 of these Bylaws. At any adjourned meeting the corporation may transact any business which might have been
transacted at the original -meeting.
2.8 VOTING
The shareholders entitled to vote at any meeting of shareholders shall be d_eterrued in accordance with the
provisions of Section 2.11 of these Bylaws, subject to the provisions of Sections 702 through 704 of the Code (relating
to voting shares.held by a fiduciary, in the name of a corporation, or in joint ownership).
Elections for directors and voting on any other matter at a shareholders' meeting need not be by ballot unless
a shareholder demands election by ballot at the meeting and before the voting begins.
Except as provided in the last paragraph of this Section 2.8,,or as may be otherwise provided in the Articles
of Incorporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted
to a vote of the shareholders. Any holder of shares entitled to vote on any matter may vote part of the shares in favor
of the proposal and refrain from voting the remaining shares or may vote them against the proposal other than elections
to office, but, if the shareholder fails to specify the number of shares such shareholder is voting affirmatively, it will
be conclusively presumed that the shareholder's approving vote is with respect to all shares which the shareholder is
entitled to vote.
The affirmative vote of the majority of the shares represented and voting at a duly held meeting at which a
quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Code or by
the Articles of Incorporation.
At a'shareholders' meeting at which directors are to be elected, a shareholder shall be entitled to cumulate
votes either (i) by giving one candidate a number of votes equal to the number of directors to be elected multiplied by
the number of votes to which that shareholder's shares are normally entitled or (ii) by distributing the shareholder's
votes on the same principle among as many candidates as the shareholder thinks fit, if the candidate or candidates'
names have been placed in nomination prior to the voting and the shareholder has given notice prior to the voting of
the shareholder's intention to cumulate the shareholder's votes. If any one shareholder has given such a notice, then
every shareholder entitled to vote may cumulate votes for candidates in nomination. The candidates receiving the
highest number of affirmative votes, up to the number of directors to be elected, shall be elected;`votes against any
candidate and votes withheld shall have no legal effect.
2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE, CONSENT
The'transactions of any meeting of shareholders, either annual or special, however called and noticed, and
wherever held, are as valid as though they had been taken 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, not present in person or by proxy, signs a written.waiver of notice or a consent to the holding of the meeting
or an approval of the minutes thereof. Neither the business to be transacted at nor the purpose of any annual or special
meeting of shareholders need be specified in any written waiver of notice or consent to the holding of the meeting or
approval of the minutes thereof, except that if action is taken or proposed to be taken for approval of any of those
matters specified in the second paragraph of Section 2.4 of these Bylaws, the waiver of notice or consent or approval
shall state the general nature of the proposal. All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Attendance of a person at a meeting shall constitute a waiver of notice of and presence at 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 required by the Code to be included in the notice of such meeting but not so included, if such
objection is expressly made at the meeting.
2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
Any action which may be taken at any annual or special meeting of 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 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.
Directors may not be elected by written consent except by unanimous written consent of all shares entitled
to vote for the election of directors. However, a director may be elected at any time to fill any vacancy on the Board
of Directors, provided that it was not created by removal of a director and that it has not been filled by the directors,
by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of
directors.
All such consents shall be maintained in the corporate records. Any shareholder giving a written consent,
or the shareholder's proxy holders, or a transferee of the shares, or a personal representative of the shareholder, or
their respective proxy holders, may revoke the consent by a writing received by the Secretary of the corporation before
written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.
If the consents of all shareholders entitled to vote have not been solicited ki writing, the Secretary shall give
prompt notice of any corporate action approved by the shareholders without a meeting by less than unanimous written
consent to those shareholders entitled to vote who have not consented in writing. Such notice shall be given in the
rna=er specified in Section. 2.5 of these Bylaws. In the case of approval of (i) a contract or transaction in which a
director has a direct or indirect financial interest, pursuant to Section 310 of the Code, (ii) indemnification of a
corporate "agent," pursuant to Section 317 of the Code, (iii) a reorganization of the corporation, pursuant to
Section 1201 of the Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding
preferred shares, pursuant to Section 2007 of the Code, the notice shall be given at least ten (10) days before the
consummation of any action authorized by that approval, unless the consents of all shareholders entitled to vote have
been solicited in writing.
2.11 RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, GIVING CONSENTS
In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote, the
Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten
(10) days prior to the date of such meeting nor more than sixty (60) days before any other action. Shareholders at the
close of business on the record date are entitled to notice and to vote, 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 the Code.
A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned
meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five
(45) days from the date set for the original meeting.
If the Board of Directors does not so fix a record date:
4
(a) . The record date for determining shareholders entitled to notice of or to vote at a meeting
of shareholders shall be at the close of business on' the business day next preceding the day on which notice is given
or, if notice is waived, at the close of business on the business day next preceding the.day on which the meeting is
held.
(b) - The record date for determining shareholders entitled to give consent to corporate action
in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first
written consent is given, or (ii) when prior action by the Board has been taken, shall be at the close of business on the
day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other
action, whichever is later.
The record date for any other purpose shall be as provided in Section 8.1 of these Bylaws.
2.12 PROXIES
Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in
person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of
the corporation. A proxy shall be deemed signed if the shareholder's name or other authorization is placed on the
proxy (whether by manual signature, typewriting, telegraphic or electronic transmission or otherwise) by the
shareholder or the shareholder's attorney -in -fact. A validly executed proxy which does not state that it is irrevocable
shall continue in full force and effect unless (i) the person who executed the proxy revokes it prior to the time of voting
by delivering a writing to the corporation stating that the proxy is revoked or by executing a subsequent proxy and
presenting it to the meeting or by attendance at such meeting and voting in person, or (ii) written notice of the death
or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is
counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date
thereof, unless otherwise provided in the proxy. The dates contained on the forms of proxy presumptively determine
the order of execution, regardless of the postmark dates on the envelopes in which they are mailed. The revocability
of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f)
of the Code.
2.13 INSPECTORS OF ELECTION
In advance of any meeting of shareholders, the Board of Directors may appoint inspectors of election to act
at the meeting and any adjourrunent thereof. if inspectors of election are not so appointed or designated or if any
persons so appointed fail to appear or refuse to act, then the Chairman of Cie meeting may, and on the request of any
shareholder or a shareholder's proxy shall, appoint inspectors of election (or persons to replace those who so fail to
appear) at the meeting. The number of inspectors shall be either one (1) or three (3). if appointed at a meeting on
the request of one (1) or more shareholders or proxies, the majority of shares represented in person or by proxy shal,
cetermine whether one (1) or three (3) inspectors are to be appointed.
The inspectors of election shall 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, hear and determine all challenges and questions in any way arising in connection
with the right to vote, count and tabulate all votes or consents, determine when the polls shall dose, determine the
result and do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
5
ARTICLE III
DIRECTORS
3.1 POWERS
Subject to the provisions of the Code 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. The Board may delegate the management of the day-to-day operation of the business of the corporation
to a management company or other person provided that the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised under the ultimate direction of the Board.
3.2 NUMBER OF DIRECTORS
The authorized number of directors of the corporation shall be no less than one and no greater than five. The
number of directors may be changed, within the limits specified above, by a resolution amending such exact number,
duly adopted by the Board of Directors or by the shareholders. The number of directors may be changed, or a definite
number may be fixed without provision for an indefinite number, by a duly adopted amendment to the Articles of
Incorporation or by an amendment to this Bylaw duly adopted by the vote or written consent of holders of a majority
of the outstanding shares entitled to vote.
No reduction of the authorized number of directors shall have the effect of removing any director before that
director's term of office expires.
3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS
At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting.
Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which
elected and until a successor has been elected and qualified, except in the case of the death, resignation, or removal
of such a director.
3.4 REMOVAL
The entire Board of Directors or any individual director may be removed from office without cause by the
affirmative vote of a majority of the outstanding shares entitled to vote on such removal; provided, however, that
unless the entire Board is removed, no individual director may be removed when the votes cast against such director's
removal, or not consenting in writing to such removal, would be sufficient to elect that director if voted cumulatively
at an election at which the same total number of votes cast 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 such director's most
recent election were then being elected.
3.5 RESIGNATION AND VACANCIES .
Any director may resign effective upon giving oral or written notice to the Chairman of the Board, the
President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such
resignation. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor
to take office when the resignation becomes effective.
Vacancies on the Board of Directors may be filled by a majority of the remaining directors, or if the number
of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii)
the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of
notice, or (iii) a sole remaining director; however, a vacancy created by the removal of a director by the vote or
written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the
shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively
also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled
6
to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until
a successor has been elected and qualified, or until his or her death, resignation or removal.
A vacancy or vacancies in the Board of Directors shall be deemed to exist (i) in the event of the death,
resignation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a
director who has been- declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized
number of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director
or directors are elected, to elect the full authorized number of directors to be elected at that meeting.
The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by
the directors, but any such election by written consent, other than to fill a vacancy created by removal, shall require
the consent of the holders of a majority of the outstanding shares entitled to vote thereon. A director may not be
elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled to
vote for the election of directors.
3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Regular meetings of the Board of Directors may be held at any place within or outside the State of California
that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular
meetings shall be held at the principal executive office of the corporation. Special meetings of the Board may be held
at any place within or outside the State of California that has been designated in the notice of the meeting or, .if not
stated in the notice or if there is no notice, at the principal executive office of the corporation.
Members of the'Board may participate in a meeting through the use of conference telephone or similar
communications equipment, so long as all directors participating in such meeting can hear one another. Participation
in a meeting pursuant to this paragraph constitutes presence in person at such meeting.
3.7 REGULAR MEETINGS
Regular rr.eed gs of the Board of Directors may be held without notice if the time and place of such meetings
are fixed by the Board of Directors.
3.8 SPECIAL MEETINGS; NOTICE
Subject to the provisions of the following paragraph, special meetings of the Board of Directors for any
purpose or purposes may be called at any time by the Chairman of the Board, the President, any Vice President, the
Secretary or any two (2) directors. -
Notice of the time'and place of special meetings shall be delivered personally or by telephone to each director
or sent by first-class mail, telegram, charges prepaid, or by facsimile, addressed to each director at that director's
address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United
States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally
or by telephone or by facsimile or telegram, it shall be delivered personally or by telephone or by facsimile or to the
telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given
personally or by telephone may be communicated either to the director or to a person at the office of the director who
the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not
specify the purpose of the meeting.
3.9 QUORUM
A majority of the authorized number of directors shall constitute a quorum for the transaction of business,
except to adjourn as provided in Section 3.11 of these Bylaws. 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 is the act of the Board of Directors, subject
to the provisions of Section 310 of the Code (as to approval of contracts or transactions in which a director has a direct
or indirect material financial interest). Section 311 of the Code (as to appointment of committees), Section 317(e) of
the Code (as to indemnification of directors), the Articles of Incorporation, and other applicable law.
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 Ieast a majority of the required quorum for such meeting.
3.10 WAIVER OF NOTICE
: Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding
the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers,
consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. A
waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.
3.11 ADJOURNMENT
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another
time and place.
3.12 NOTICE OF ADJOURNMENT
If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another tune
and place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time
of the adjournment.
3.13 ' BOARD ACTION BY WRITTEN CONSENT WITHOUT A 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 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. Such action by written consent shall have
the same force and effect as a unanimous vote of the Board of Directors.
3.14 FEES AND COiviPENSATION 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. This Section 3.14
shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent,
employee or otherwise and receiving compensation for those services.
3.15 APPROVAL OF LOANS TO OFFICERS
If these Bylaws have been approved by the corporation's shareholders in accordance with the Code, the
corporation may, upon take approval of the Board of Directors alone, make loans of money or property to, or guarantee
the obligations of, any officer of the corporation or of its parent, if any, whether or not a director, or adopt an
employee benefit plan or plans authorizing such loans or guaranties provided that (i) the Board of Directors determines
that such a loan or guaranty or plan may reasonably be expected to benefit the corporation, (ii) the corporation has
outstanding shares held of record by 100 or more persons (determined as provided in Section 605 of the Code) on the
date of approval by the Board of Directors, and (iii) the approval of the Board of Directors is by a vote sufficient
- without counting the vote of any interested director or directors. Notwithstanding the foregoing, the corporation shall
have the power to make loans permitted by the Code.
ARTICLE IV
rnmmiTTP.t~c
4.1 COMMITTEES OF DIRECTORS
The Board of Directors may, by resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the Board..
The Board 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 appointment of members or alternate members of a committee requires
the vote of a majority of the authorized number of directors. Any such committee shall have authority to act in the
manner and to the extent provided in the resolution of the Board and may have all the authority of the Board, except
with respect to;
(a) The approval of any action which, under the Code, also requires shareholders' approval or
approval of the outstanding shares.
(b) The filling of vacancies on the Board of Directors or in any committee.
(c) The fixing of compensation of the directors for serving on the Board or on any committee.
(d) The amendment or repeal of these Bylaws or the adoption of new Bylaws.
(e) The amendment or repeal of any resolution of the Board of Directors which by its express
terms is not so amendable or repealable.
(f) A distribution to the shareholders of the corporation, except at a rate, in a periodic amount
or within a price range set forth in the Articles of Incorporation or determined by the Board
of Directors.
(g) The appointment of any other committees of the Board of Directors or the members thereof.
4.2 MEBTINGS AND ACTION OF COMMITTEES
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these Bylaws, Section 3.6 (place of meetings), Section 3.7 (regular meetings), Section 3.8
(special meetings and notice), Section 3.9 (quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment),
Section 3.12 (notice of adjournment), and Section 3.13 (action without meeting), with such changes in the context of
those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members;
provided, however, that the time of regular meetings of committees may be determined either by resolution of the
Board of Directors or by resolution 'of the committee, that special meetings of coma-duees may also be called by
resolution of the Board of Directors, and that notice of special meetings of committees shall also be given to all
alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may
adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.
;.�
9..
ARTICLE V
OFFICERS
5.1 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 of Directors, a Chairman 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 5.3 of these Bylaws. Any number of offices may be held by
the same person.
5.2 APPOINTMENT OF OFFICERS
The officers of the corporation, except such officers as may be appointed in accordance with the provisions
of Section 5.3 or Section 5.5 of these Bylaws, shall -be chosen by the Board and serve at the pleasure of the Board,
subject to the rights, if any, of an officer under any contract of employment.
5.3 SUBORDINATE OFFICERS
The Board of Directors may appoint, or may empower the Chairman of the Board or 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 these Bylaws or as the Board of Directors may from time
to time determine.
5.4 REMOVAL AND RESIGNATION OF OFFICERS
Subject to the rights, if any, of an officer under any contract of employment, all officers serve at the pleasure
of the Board of Directors and any officer may be removed, either with or without cause, by the Board of Directors
at a.-ty regular or special meeting of the Board or, except in case of an officer chosen by the Board of Directors, by
any officer upon whom such power of removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the corporation.. Any resignations shall take
effect at the date of the receipt of that notice or at any later time specified in gnat notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation
is without prejudice to the rights, if any, of the corporation under any contract to which tfe officer is a party.
5.5 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 that office.
5.6 CHAIRMAN OF THE BOARD
The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board
of Directors and exercise and perform such other powers and duties as may.from time to time be assigned by the Board
of Directors or as may be prescribed by these Bylaws. If there is no President, then the Chairman of the Board shall
also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7
of these Bylaws.
5.7 PRESIDENT
Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman 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 or
10
nonexistence of a Chairman of the Board, 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 these Bylaws.
5.8 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, these Bylaws, the President or the Chairman of the
Board.
5.9 SECRETARY
The Secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other
place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors, committees
of directors and shareholders. The minutes shall show the time and place of each meeting, whether regular or special
(and, if special, how authorized and the notice given), the names of those present at directors' meetings or 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 of the corporation 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 evidencing such shares, 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 to be given by law or by these Bylaws. The Secretary shall keep the seal of the corporation, if one
be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by
the Board of Directors or by these Bylaws.
5.10 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 money 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 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 of Directors or these Bylaws.
11
t�
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS
6.1 . INDEMNIFICATION OF DIRECTORS
The corporation shall, to the maximum extent and in the manner permitted by the Code, indemnify each of
its directors 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 a director of the corporation. For purposes of this Article VI,
a "director" of the corporation includes any person (i) who is or was a director of the corporation, (h) who is or was
serving at the request of the corporation as a director of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or (iii) who was a director of a corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such predecessor corporation.
6.2 INDEMNIFICATION OF OTHERS
The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify
each of its employees, officers, and agents (other than directors) 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
employee, officer, or agent of the corporation. For purposes of this Article VI, an "employee" or "officer" or
"agent" of the corporation (other than a director) includes any person (i) who is or was an employee, officer, or agent
of the Corporation, (ii) who is or was serving at the request of the corporation as an employee, officer, or agent of
another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an
employee, officer, or agent of a corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.
6.3 PAYMENT OF EXPENSES I;t ADVANCE
Expenses and attorneys' fees incurred in defending any civil or criminal action or proceeding for which
indemnification is required pursuant to Section 6.1, or if otherwise authorized by the Board of Directors, shall be paid
by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by
or on behalf of the indemnified party to repay such amount if it shall ultirnately be cete:rn:ned Lhat the indemnified
party is no: entitled to be indemnified as authorized in this Article V1.
6.4 INDEMNITY NOT EXCLUSIVE
The indemnification provided by this Article Vl 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 directors or
otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. The
rights to indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent
and shall inure to the benefit of the heirs, executors, and administrators of the person.
6.5 INSURANCE INDEMNIFICATION
The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation against any liability asserted against or incurred by such
person in such capacity or arising out of that person's status as such, whether or not the corporation would have the
power to indemnify that person against such liability under the provisions of this Article Vl.
12
• 0
6.6 CONFLICTS
No indemnifcation or advance shall be made under this Article VI, except where such indemnification or
advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any
circumstance where it appears:
(1) That it would be inconsistent 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
(2) That it would be inconsistent with any condition expressly imposed by a court in approving
a settlement.
6.7 RIGHT TO 13RING SUIT
If a claim under this Article is not paid in full by the corporation within 90 days after a written claim has been
received by the corporation (either because the claim is denied or because no determination is made), the claimant may
at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful
in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. The
corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of
conduct that make it permissible under the Code for the corporation to indemnify the claimant for the claim. Neither
the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have
made a determination prior to the commencement of such action that indemnification of the claimant is permissible
in the circumstances because he or she has met the applicable standard of conduct, if any, nor an actual determination
by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant
has not met the applicable standard of conduct, shalt be a defense to such action or create a presumption for the
purposes of such action that the claimant has not met the applicable standard of conduct.
6.8 INDEMNITY AGREEMENTS
The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent
of the corporation, or any person who is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation., partnership, joint venture, trust or other enterprise, including employee
benefit plans, or any person who 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. providing for
indemnification rights equivalent to or, if .the Board of Directors so determines and to the extent permitted by
applicable law, greater than, those provided for in this Article VI.
6.9 AMENDMENT, REPEAL OR MODIFICATION
Any amendment, repeal or modification of any provision of this Article VI shall not adversely affect any right
o: protection of a director or agent of the corporation existing at the time of such amendment, repeal or modification.
13
ARTICLE VII
RECORDS AND REPORTS
7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER
The corporation shall keep either at its principal executive office or at the office of its transfer agent or
registrar (if either be appointed), as determined by resolution of the Board of Directors, a record of its shareholders.
listing the names and addresses of all shareholders and the number and class of shares held by each shareholder.
The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a
voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose
reasonably related to the holder's interests as a shareholder or holder of a voting trust certificate.
Any inspection and copying under this Section 7.1 may be made in person or by an agent or attorney of the
shareholder or holder of a voting trust certificate making the demand.
7.2 MAINTENANCE AND INSPECTION OF BYLAWS
The corporation shall keep at its principal executive office or, if its principal executive office is not in the
State of California, at its principal business office in California, the original or a copy of these Bylaws as amended
to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the
principal executive office of the corporation is outside the State of California and the corporation has no principal
business office in such state, then it shall, upon the written request of any shareholder, furnish to such shareholder a
copy of these Bylaws as amended to date.
7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS
The accounting books and records and the minutes of proceedings of the shareholders and the Board of
Directors, and committees of the Board of Directors shall be kept at such place or places as are designated by the
Board of Directors or, in absence of such designation., at the principal executive office of the corporation. The minutes
shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other
form capable of being converted into written form.
The minutes and accountine boons and records 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 a voting trust
certificate. Such inspection by a shareholder or holder of a voting trust certificate may be made in person or by an
agent or attorney and the right of inspection includes the right to copy and make extracts. Such rights of inspection
shall extend to the records of each subsidiary corporation of the corporation.
7.4 INSPECTION 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 wid each of its subsidiary
corporations, domestic or foreign. Such inspection by a director may be -made in person or by an agent or attorney
and the right of inspection includes the right to copy and make extracts.
7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER
The Board of Directors shall cause an annual report to be sent to the shareholders not later than one hundred
twenty (120) days after -the close of the fiscal year adopted by the corporation. Such report shall be sent to the
shareholders at least fifteen (15) (or, if sent by third-class mail, thirty-five (35)) days prior to the annual meeting of
shareholders to be held during the next fiscal year and in the manner specified in Section 2.5 of these Bylaws for giving
notice to shareholders of the corporation.'"
14
The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and
statement of changes in financial position for the fiscal year, accompanied by any report thereon of independent
accountants or, if there is no such'report, the certificate of an authorized officer of the corporation that the statements
were prepared without audit from the books and records of the corporation.
The foregoing requirement of an annual report shall be waived so long as the shares of the corporation are
held by fewer than one hundred (100) holders of record.
7.6 FINANCIAL STATEMENTS
If no annual report for the fiscal year has been sent -to shareholders, then the corporation shall, upon the
written request of any shareholder made more than one hundred twenty (120) days after the close of such fiscal year,
deliver or mail to the person making the request, within thirty (30) days thereafter, a copy of a balance sheet as of the
end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.
A shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of the
corporation may make a written request to the corporation for an income statement of the corporation for the three-
month, six-month or nine -month period of the current fiscal year ended more than thirty (30) days prior to the date
of the request and a balance sheet of the corporation as of the end of that period. The statements shall be delivered
or mailed to the person making the request within thirty (30) days thereafter. A copy of the statements shall be kept
on file in the principal office of the corporation for twelve (12) months and it shall be exhibited at all reasonable_ times
to any shareholder demanding an examination of the statements or a copy shall be mailed to the shareholder. If the
corporation has not sent to the shareholders its annual report for the last fiscal year, the statements referred to in the
first paragraph of this Section 7.6 shall likewise be delivered or mailed to the shareholder or shareholders within thirty
(30) days after the request.
The quarterly income statements and balance sheets referred to in this section shall be accompanied by the
report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that the financial statements were prepared without audit from the books and records of the
corporation.
7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS
The Chairman of the Board, the President, any Vice President, the Chief Financial Officer, tY -. Secretary or
Assistant Secretary of this corporation, or any other person authorized by the Board of Directors or the President or
a Vice President, is 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 may be exercised either by such person directly or by any other person authorized to do so by proxy or power
of attorney duly executed by such person having the authority.
ARTICLE VIII
GENERAL MATTERS
8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING
For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than with respect .
to notice or voting at a shareholders meeting or action by shareholders by written consent without a meeting), the
Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days prior to any such
action. Only shareholders of record at the close of business on the record date are entitled to receive the 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 the Code.
If the Board of Directors does not so fix a record date, then the record date for determining shareholders for
any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto
or the sixtieth (64th) day prior to the date of that action, whichever is later.
8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS
From time to time, the Board of Directors shall determine by resolution which person or persons may sign
or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are
issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those
instruments.
8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED
The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers,
or agent or agents, to enter into any contract or execute any instrument in the name of and or behalf of the corporation;
such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of
Directors or within the a.-ency power of an officer, no officer, agent or employee shalt 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
for any amount.
8.4 CERTIFICATES FOR SHARES
A certificate or certificates for shares of the corporation shall be issued to each shareholder when any of such
shares are fully paid. The Board of Directors may authorize the issuance of certificates for shares partly paid provided
that these certificates shall state the total amount of the consideration to be paid for them and the amount actually paid.
All certificates shall be signed in the name of the corporation by the Chairman of the Board or the Vice 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 an -Assistant Secretary, certifying the number of shares and the class or series of shares owned by the
shareholder. Any or all of the signatures on the certificate may be by facsimile. -
In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed
on a certificate has 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 that person were an officer, transfer agent or registrar at the date
of issue.
8.5 LOST CERTIFICATES
Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously
issued certificate unless the latter is surrendered to the corporation. or its transfer agent or registrar and cancelled at
the same time.. The Board of Directors may, in case any share certificate or certificate for any other security is lost,
stolen or destroyed (as evidenced by 'a written. affidavit or affirmation of such -fact), authorize the issuance of
f6
replacement certificates on such terms and conditions as the Board may require; the Board may require indemnification
of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim"
that may be made against it, including any expense or liability, on account of the alleged.loss, theft or destruction of
the certificate or the issuance of the replacement certificate.
8.6 CONSTRUCTION;_ DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the
Code shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation
and a natural person.
ARTICLE IX
AMENDMENTS
9.1 AMENDMENT BY SHAREHOLDERS
New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation
of the corporation set forth the number of authorized Directors of the corporation, then the authorized number of
Directors may be changed only by an amendment of the Articles of Incorporation.
9.2 AMENDMENT BY DIRECTORS
Subject to the rights of the shareholders as provided in Section 9.1 of these Bylaws, Bylaws, other than a
Bylaw or an amendment of a Bylaw changing the authorized number of directors (except to fix the authorized number
of directors pursuant to a Bylaw providing for a variable number of directors), may be adopted, amended or repealed
by the Board of Directors.
9.3 RECORD OF AMENDMENTS
Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of minutes with the original
Bylaws. If any Bylaw is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted or
written consent was filed, shall be stated in said book.
ARTICLE X
INTERPRETATION
Reference in these Bylaws to any provision of the California Corporations Code shall be deemed to include
all amendments thereof.
17
ENDORSED o FILED
CERTIFICATE OF AMENDMENT OF intteofimotdtSammy a}sm
ARTICLES OF INCORPORATION OF of#191%0ofCA"
CSG CONSULTkNTS, INC. JUN 15 2000
Richard Mao certifies that: B111JDNES, SmmNatstats
1.. -He is the President and Secretary of CSG Consultants, Inc., a California
corporation.
2. The following amendment to the articles of incorporation of the corporation has
been duly approved by the board of directors of the corporation:
Article I of the Articles of Incorporation is amended to read as follows:
The name of this corporation is CSG Enterprises, Inc.
3. The amendment was duly approved by the required vote of shareholders in
accordance with section 902 of the California Corporations Code. The total munber of
outstanding shares entitled to vote with respect to the amendment was 500, the favorable vote of
a majority of such shares is required to approve t1lie amendment, and the number of such snares
voting in favor of the amendment equaled or exceeded the required vote.
Richard Mao, President and Secretary
VERIFICATION
The undersigned declares under penalty of perjury under the laws of the State of
California that the statements contained in the foregoing Certificate of Amendment of Articles of
Incorporation are true and correct, and that this verification was executed on June 12, 2000 in
South San Francisco, California.
Richard Mao, President and secretary
'1''4'i� •=1rV
DEC-05-2001 16:40 15505222599 98%
P.a2
N.
a -
ACTION BY UNANIMOUS WRITTEN CONSENT OF
SHAREHOLDERS OF CSG CONSULTANTS, INC.
Pursuant to the Corporations Code of the State of California and pursuant to the By -Laws
of CSG Consultants, Inc., a California corporation, (hereinafter the "Corporation"), the
undersigned, being all the shareholders of the Corporation, by their signatures below, hereby
adopt the following resolutions on behalf of the .Corporation.
1. AMENDMENT TO BY-LAWS
RESOLVED, that the By -Laws of the Corporation are amended as follows:
Article II, Section 4 of the By -Laws, regarding the number and qualification of directors
is amended to provide that the authorized number of Directors shall be One (1).
2. REMOVAL OF DIRECTOR
RESOLVED, that Brian Hadley is hereby removed as a Director of the Corporation.
;. CHANGE OF CORPORATION NAME
RESOLVED, that the Corporation shall change its name from CSG Consultants, Inc. to
CSG Enterprises, Inc.
This Action by Unanimous NVritten Consent may be executed in one or more
counterparts, each of which shall be an original and all of which together shall be one and the
same instniment. This .vritten consent shall be filed in the Minute Book of the Corporation and
become part of the records of the Corporation.
DATE: June 12, 2000
RICK ARD MAO
SECRETARY'S CERTIFICATE OF ADOPTION OF BYLAWS
OF
CSG ENTERPRISES, INC.
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of CSG Enterprises, Inc., a California corporation.
2. That the foregoing Bylaws constitute the Bylaws of said corporation as adopted by the Directors of
said corporation on June 13, 2000.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 13' day of June, 2000.
Richard Mao, Secretary
0 - 0
RCA ROUTING SHEET
INITIATING DEPARTMENT:
Building & Safety
SUBJECT:
Transfer of funds to backfill positions
COUNCIL MEETING DATE:
July 7, 2003
RCA ATTACHMENTS
STATUS
Ordinance (w/exhibits & legislative draft if applicable)
Not Applicable
Resolution (w/exhibits & legislative draft if applicable)
Not Applicable
Tract Map, Location Map and/or other Exhibits
Not Applicable
Contract/Agreement (w/exhibits if applicable)
(Signed in full by the City Attorney)
Attached
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attome
Not Applicable
Certificates of Insurance (Approved by the City Attome
Not Applicable
Financial Impact Statement Unbud et, over $5,000
Attached
Bonds If applicable)
Not Applicable
Staff Report If applicable)
Not Applicable
Commission, Board or Committee Report If applicable)
Not Applicable
Findings/Conditions for Approval and/or Denial
Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS
REVIEWED
RETURNED
FORWARDED
Administrative Staff
Assistant City Administrator Initial
City Administrator Initial
G?Ott/
City Clerk
CITY OF HUNTINGTON BEACH
INTER -DEPARTMENT COMMUNICATION
HUNTINCTON BEACH Connie Brockway, City Clerk
Office of the City Clerk
Liz Ehring, Deputy City Clerk II
To: S 10
Date: � /' f Meeting Date:_3Z U O,,3 Agenda Item:
ProRofigd Cily_ Council-Agendn_Items: The City Clerk's Office/City Administrator's Office must return your
agenda item due to the following requirements that have not been met. When your Agenda Item is ready to
resubmit, please return to: Elaine Kuhnke, Management Assistant, Administration
1.
Signature(s) Needed
A
On RCA
B
On Agreement
C
Other
2.
Attachments
A
Missing
B
Not identified
C
Other
3. 1
Exhibits
A
Missing
B
Not identified
C
Other
4.
Insurance Certificate (Proof Of Insurance)
A
Not attached
B
Not approved by City Attorney's Office
C
Signed form notifying City Cleric that department wilt be responsible for obtaining insurance certificate on this item. (See form attachedl
5.
Wording On Request For Council Action (RCA) Unclear
A
Recommended Action on RCA not complete
B
Clarification needed on RCA
C
Other
6.
City Attorney Approval Required
7.
Agreement Needs To Be Changed
A
I Page No.
Other
8.
6.
D o3
w � n
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