EXHIBIT 3(ii)
BYLAWS
OF
EAST WEST BANCORP, INC.
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of East West
Bancorp, Inc. (the "Corporation") in the State of Delaware shall be at 1209
Orange Street, Corporation Trust Center, City of Wilmington, County of New
Castle, and the name of the registered agent at that address shall be The
Corporation Trust Company.
SECTION 1.2 Principal Executive Office. The principal executive office of
the Corporation shall be located at such place within or outside of the State of
Delaware as the Board of Directors of the Corporation ("Board of Directors")
from time to time shall designate.
SECTION 1.3 Other Offices. The Corporation may also have an office or
offices at such other place of places, either within or without the State of
Delaware, as the Board of Directors may, from time to time determine or as the
business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
SECTION 2.1 Annual Meetings. An annual meeting of stockholders shall be
held for the election of directors at such date, time and place, either within
or without the State of Delaware, as may be designated by the Board of Directors
from time to time. In the absence of any such designation, stockholders'
meetings shall be at the executive offices of the Corporation. Any other proper
business may be transacted at the annual meeting. At the annual meeting of
stockholders in 1999, the stockholders shall elect members of Class I of the
Board of Directors for a term of three (3) years; at the annual meeting of
stockholders in 2000, the stockholders shall elect members of Class II of the
Board of Directors for a term of three (3) years; and at the annual meeting of
stockholders in 2001, the stockholders shall elect members of Class III of the
Board of Directors for a term of three (3) years. Thereafter, the stockholders
at each annual meeting shall elect members of the Board of Directors for each
class for terms of three (3) years to succeed those members of the Board of
Directors whose terms shall have expired.
SECTION 2.2 Special Meetings. Subject to the rights of the holders of any
class or series of stock having a preference over the Corporation's Common
Stock, special meetings of stockholders for any purpose or purposes may be
called at any time by a majority of the Board of Directors, by the Chairman of
the Board or the President, or by the written request of the holders of not
less than
10% of the voting power of all outstanding shares of Voting Stock regardless of
class. Special meetings may not be called by any other person or persons. Each
special meeting shall be held at such date and time as is requested by the
person or persons calling the meeting, within the limits fixed by law. Only the
business specified in this Notice of any special meeting of the stockholders
shall come before such meeting.
SECTION 2.3 Notice of Meetings. Except as may be otherwise provided by
the terms of any class or series of stock having a preference over the
Corporation's Common Stock, whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and in the case of a
special meeting, the purpose or purposes for which the meeting is called, unless
otherwise provided by law, the written notice of any meeting shall be given not
less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation.
Notice of any meeting of stockholders shall be deemed waived by any
stockholder who shall attend the meeting in person or by proxy without
protesting, prior to or after the commencement of the meeting, the lack of
proper notice or who shall waive notice thereof as provided in Article II of
these Bylaws. Notice of adjournment of a meeting of stockholders need not be
given if the time and place to which it is adjourned are announced at the
meeting, unless the adjournment is for more than 30 days or, after adjournment,
a new record date is fixed for the adjourned meeting.
SECTION 2.4 Adjournments. Except as may be otherwise provided by the
terms of any class or series of stock having a preference over the Corporation's
Common Stock, any meeting of stockholders, annual or special, may adjourn from
time to time to reconvene at the same or some other place, and notice need not
be given of any such adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
SECTION 2.5 Quorum. At each meeting of stockholders, except where
otherwise provided by law, the Certificate of Incorporation, the terms of any
class or series of stock having a preference over the Corporation's Common
Stock, or these Bylaws, the holders of a majority of the outstanding shares of
each class of stock entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum. For purposes of the foregoing,
two or more classes or series of stock shall be considered a single class if the
holders thereof are entitled to vote together as a single class at the meeting.
In the absence of a quorum the stockholders so present may by majority vote,
adjourn the meeting from time to time in the manner provided by Section 2.4 of
these Bylaws until a quorum shall attend. Shares of its own capital stock
belonging on the record date for the meeting
to the Corporation or to another corporation, if a majority of the shares
entitled to vote in the election of directors of such other corporation is held,
directly or indirectly, by the Corporation, shall neither be entitled to vote
nor be counted for quorum purposes: provided, however, that the foregoing shall
not limit the right of the Corporation to vote stock, including but not limited
to its own stock, held by it in a fiduciary capacity.
SECTION 2.6 Organization. Meetings of stockholders shall be presided over
by the Chairman of the Board, if any, or in his absence by the President, or in
his absence by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.
SECTION 2.7 Voting. Unless otherwise provided in the Certificate of
Incorporation, or the terms of any class or series of stock having a preference
over the Corporation's Common Stock, each stockholder entitled to vote at any
meeting of stockholders shall be entitled to one vote for each share of stock
held by such stockholder which has voting power upon the matter in question. If
the Certificate of Incorporation provides for more or less than one vote for any
share on any matter, every reference in these Bylaws to a majority or other
proportion of stock shall refer to such majority or other proportion of the
votes of such stock. A stockholder may vote the shares owned of record by him
either in person or by proxy executed in writing (which shall include writings
sent by telex, telegraph, cable or facsimile transmission) by the stockholder
himself or his duly authorized attorney in fact. No such proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a
longer period. A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A stockholder may revoke any
which is not irrevocable by attending the meeting and voting in person or by
filing an instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary of the Corporation. Voting at
meetings of stockholders need not be by written ballot and need not be conducted
by inspectors unless the holders of a majority of the outstanding shares of all
classes of stock entitled to vote thereon present in person or by proxy at such
meeting shall so determine. At all meetings of stockholders for the election of
directors or otherwise, all elections and questions shall, unless otherwise
provided by law, by the Certificate of Incorporation, the terms of any class or
series of stock having a preference over the Corporation's Common Stock or these
Bylaws, be decided by the vote of the holders of a majority of the outstanding
shares of all classes of stock entitled to vote thereon present in person or by
proxy at the meeting.
SECTION 2.8 Fixing Date for Determination of Stockholders of Record. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or 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 change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record
date, which shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other action. If no record date
is fixed: (1) the record date for determining stockholders entitled to notice of
or to vote at the meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held; (2) the record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting (to the extent
such action by the shareholders is permitted by these Bylaws) when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed; and (3) the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
SECTION 2.9 Lists of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary, business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time and
may be inspected by any stockholder who is present.
SECTION 2.10 Inspectors of Election. Before any meeting of shareholders,
the Board of Directors may appoint any persons other than nominees for office to
act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are appointed, the chairman of the meeting may, and on
the request of any shareholder or his proxy shall appoint inspectors of election
at the meeting. The number of inspectors shall be either one (1) or three (3).
If inspectors are appointed at a meeting on the request of one or more
shareholder or proxies, the holders of a majority of shares or their proxies
present at the meeting shall determine whether one (1) or three (3) inspectors
are to be appointed. If any person appointed as inspector fails to appear or
fails or refuses to act, the vacancy may be filled by appointment by the Board
of Directors before the meeting, or by the meeting chairman at the meeting.
The duties of these inspectors shall be as follows:
(a) To 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;
(b) To receive votes, ballots, or consents;
(c) To hear and determine all challenges and questions in any way
arising in connection with the right to vote;
(d) To count and tabulate all votes or consents;
(e) To determine the election results; and
(f) To do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.
SECTION 2.11 Stockholder Action. Except as may be otherwise provided by
the terms of any class or series of stock having a preference over the
Corporation's Common Stock, any action required or permitted to be taken by the
stockholders of the Corporation may be effected at a duly called annual meeting
or special meeting of stockholders of the Corporation, or by the written consent
of the holders of outstanding shares of Voting Stock having not less than 66-
2/3% of the voting power of all outstanding shares of Voting Stock regardless of
class and voting together as a single voting class, unless such action requiring
or permitting stockholder approval is approved by a majority of the
Disinterested Directors (as defined in the Certificate of Incorporation), in
which case such action may be authorized or taken by the written consent of the
holders of outstanding shares of stock having not less than the minimum voting
power that would be necessary to authorize or take such action at a meeting of
stockholders at which all shares entitled to vote thereon were present and
voted, provided all other requirements of applicable law and the Certificate of
Incorporation have been satisfied.
SECTION 2.12 Stockholder Proposals. At any Annual or special meeting of
the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before the meeting,
business must be: (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (ii) properly
brought before the meeting by or at the direction of the Board of Directors, or
(iii) properly brought before a meeting by a stockholder. For business to be
properly brought before any meeting of the stockholders, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation not less than thirty (30)
days and not more than sixty (60) days prior to the meeting; provided, however,
that in the event that less than forty (40) days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the meeting: (a) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (c) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder, and (d) any material interest of the stockholder in such business.
Notwithstanding
anything to the contrary contained in these Bylaws, no business shall be
conducted at a meeting of the stockholders except in accordance with the
procedures set forth in this Section 2.12. The chairperson of any meeting shall,
if the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this Section 2.12, and if the chairperson should so determine, the chairperson
shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1 Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors, except as may be
otherwise provided by law or in the Certificate of Incorporation.
SECTION 3.2 Number of Directors. Except as may be provided by the terms
of any class or series of stock having a preference over the Corporation's
Common Stock, the number directors of the Corporation shall be fixed from time
to time by resolution of the Board of Directors, but shall not be less than five
(5), divided into three classes, with at least two (2) directors in Class I, two
(2) directors in Class II, and one (1) director in Class III with the terms of
office of one class expiring each year. The classes shall be initially
comprised of directors appointed by the Board of Directors. If the number of
directors is changed by the Board of Directors, then any newly created
directorships or any decrease in directorships shall be apportioned among the
classes as to make all classes as nearly equal as possible; provided that no
decrease in the number of directors shall shorten the term of any incumbent
director. Subject to the rights of the holders of any class or series of stock
having a preference over the Corporation's Common Stock as to dividends or upon
liquidation, at each annual meeting, the successors of the class of directors
whose terms expire at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election. The first Board of Directors and subsequent Boards
of Directors shall consist of five (5) directors until changed as herein
provided. Directors need not be stockholders.
SECTION 3.3 Election and Term of Office. Except as may be otherwise
provided by the terms of any class or series of stock having a preference over
the Corporation's Common Stock, each director shall hold office until (i) the
annual meeting of stockholders in the calendar year in which his or her term of
office expires and until his successor is elected and qualified or (ii) his
earlier death, resignation or removal in the manner that the directors of the
Corporation, other than those who may be elected pursuant to the terms of any
series of preferred stock or any other securities of the Corporation other than
Common Stock, may determine from time to time. Except as may be otherwise
provided by the terms of any series of Preferred Stock or any other securities
of the Corporation, no decrease in the authorized number of directors shall
shorten the term of any incumbent directors. In any election of directors, the
persons receiving a plurality of the votes) cast up to a number of directors to
be elected in such election, shall be deemed to be elected.
SECTION 3.4 Notification of Nominations. Subject to the rights of the
holders of any class or series having a preference over the Common Stock as to
dividends or upon liquidation, nominations for the elections of directors shall
be made by the Board of Directors; or a committee thereof, or by any stockholder
entitled to vote for the election of directors.
A stockholder's nomination shall be made by giving timely notice in proper
written form to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the executive office of
the Corporation not less than 30 calendar days on or more than 60 calendar days
prior to the meeting; provided, that in the event that less than 40 calendar
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days' notice or prior public disclosure of the date of the meeting is given or
made to the stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the 10th calendar day following
the day on which the notice of the date of the meeting was mailed or public
disclosure was made.
To be in proper written form, a stockholder's notice shall set forth in
writing: (i) as to each person whom the stockholders proposes to nominate for
election as a director, all information relating to that person that is
required to be disclosed in solicitations of proxies for the election of
directors or is otherwise required, in each case pursuant to Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended, included, but
not limited to, the person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected; and (ii) as to
the stockholder giving the notice, (w) the name and record address, as they
appear on the corporation's's books, of the stockholder, (y) a description of
all arrangements or understandings between the stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nominations are to be made by the stockholder and (z) a representation
that the stockholder intends to appear in person or by proxy at the meeting to
nominate the person named in the notice. At the request of the Board of
Directors, any person nominated by the Board of Directors, or a committee
thereof, for election as a director shall furnish to the Secretary of the
Corporation the information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee.
In the event that a stockholder seeks to nominate one or more directors,
the Secretary shall appoint an inspector, who shall not be affiliated with the
Corporation, to determine whether the stockholder has complied with this Section
3.4. If the inspector shall determine that the stockholder has not complied
with this Section 3.4, then the inspector shall direct the chairman of the
meeting to declare to the meeting that a nomination was not made in accordance
with the procedures prescribed by these Bylaws, and the chairman shall so
declare to the meeting and the defective nomination shall be disregarded.
SECTION 3.5 Election of Chairman of the Board. At the organizational
meeting immediately following the annual meeting of stockholders, the directors
shall elect a Chairman of the Board from among the directors who shall hold
office until the corresponding meeting of the Board of Directors in the next
year and until his successor shall have been elected or until his earlier
resignation or removal. Any vacancy in such office may be filled for the
unexpired portion of the term in the same manner by the Board of Directors at
any regular or special meeting.
SECTION 3.6 Vacancies and Additional Directorships. Except as may be
otherwise provided by the terms of any class or series of stock having a
preference over the Corporation's Common Stock, newly created directorships
resulting from any increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled solely by the affirmative vote two-thirds
(2/3rds) of the remaining directors then in office, even though less than a
quorum of the Board of Directors. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of the
director in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified.
SECTION 3.7 Regular Meetings. Regular meetings of the Board of Directors
may be held at such places within or without the State of Delaware and at such
times as the Board of Directors may from time to time determine and, if so
determined, notice thereof need not be given.
SECTION 3.8 Special Meetings. Special meetings of the Board of Directors
may be held at any time or place within or without the State of Delaware
whenever called by the Chairman of the Board, if any, by the President, or by a
majority of the directors. Reasonable notice thereof shall be given by the
person or persons calling the meeting.
SECTION 3.9 Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee thereof, as the case may be, may participate in a
meeting of the Board of Directors or such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Bylaw shall constitute presence in person at such meeting.
SECTION 3.10 Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the entire Board of Directors shall constitute
a quorum for the transaction of business. The vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors unless the Certificate of Incorporation or these Bylaws
shall require a vote of a greater number. In case at any meeting of the Board
of Directors a quorum shall not be present, the members of the Board of
Directors present may adjourn the meeting from time to time until a quorum shall
attend.
SECTION 3.11 Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary of the meeting.
SECTION 3.12 Action by Directors Without a Meeting. Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any
meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting if all members of the Board of Directors or of such committee,
as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board of Directors or committee.
SECTION 3.13 Compensation of Directors. Each director who shall not at the
time also be a salaried officer or employee of the Corporation or any of its
subsidiaries (hereinafter referred to as an "outside director"), in
consideration of such person serving as a director, shall be entitled to receive
from the Corporation such amount per annum and such fees for attendance at
meetings of the Board of Directors or of committees of the Board of Directors,
or both, as the Board of Directors shall from time to time determine. In
addition, each director, whether or not an outside director, shall be entitled
to receive from the Corporation reimbursement for the reasonable expenses
incurred by such person in connection with the performance of such person's
duties as a director. Nothing contained in this Section 3.13 shall preclude any
director from serving the Corporation or any of its subsidiaries in any other
capacity and receiving proper compensation therefor.
SECTION 3.14 Removal. Except as may be otherwise provided by the terms of
any class or series of stock having a preference over the Corporation's Common
Stock, any director may be removed from office only as provided in Article XI of
the Certificate of Incorporation.
ARTICLE IV
COMMITTEES
SECTION 4.1 Committees. The Board of Directors may by resolution passed
by a majority of the Board of Directors, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they, constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee,
to the extent provided in the resolution of the Board of Directors, shall have
and may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially, all of the Corporation's property, and assets, recommending to
the stockholders a dissolution of the Corporation or a revocation of
dissolution, removing or indemnifying directors or amending these Bylaws; and,
unless the resolution expressly so provides, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock.
SECTION 4.2 Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may adopt, amend
and repeal rules for the conduct of its business, in the absence of a provision
by the Board of Directors or a provision in the rules of such committee to the
contrary, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, the vote of
a majority of the members present at a meeting at the time of such vote if a
quorum is then present shall be the act of such committee, and in other respects
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these Bylaws.
ARTICLE V
OFFICERS
SECTION 5.1 Officers; Election. As soon as practicable after the annual
meeting of stockholders in each year, the Board of Directors shall elect a
President and a Secretary, and it may, if it so determines, elect from among its
members a Chairman of the Board. The Board of Directors may also elect any
other officer classified from time to time as a corporate officer by resolution
of the Board of Directors. Any number of offices may be held by the same
person.
SECTION 5.2 Term of Office; Resignation; Removal; Vacancies. Except as
otherwise provided in the resolution of the Board of Directors electing any
officer, each officer shall hold office until the first meeting of the Board of
Directors after the annual meeting of stockholders next succeeding this
election, and until his successor is elected and qualified or until his earlier
death, resignation or removal. Any officer may resign at any time upon written
notice to the Board of Directors or to the President or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall
be necessary, to make it effective. The Board of Directors or the President may
remove any officer with or without cause at any time. Any such removal shall be
without prejudice to the contractual rights of such officer, if any, with the
Corporation, but the election of an officer shall not of itself create
contractual rights. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise may be filled for the unexpired portion
of the term by the Board of Directors at any regular or special meeting or by
the President.
SECTION 5.3 Powers and Duties. The officers of the Corporation shall have
such powers and duties in the management of the Corporation as shall be stated
in these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws and, to the extent not so stated, as generally
pertain to their respective offices, subject to the control of the Board of
Directors. The Secretary shall have the duty to record the proceedings of the
meetings of stockholders, the Board of Directors and any committees in a book to
be kept for that purpose and shall have custody of the corporate seal of the
Corporation with the authority to affix such seal to any instrument requiring
it. The Board of Directors may require any officer, agent or employee to give
security for the faithful performance of his duties.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER CORPORATE AGENTS
SECTION 6.1 Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or executive
officer of the Corporation, is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, or was a director or executive officer of a
foreign or domestic corporation which was a predecessor of the Corporation or of
another enterprise at the request of such predecessor corporation, whether the
basis of such proceeding is alleged action in an official capacity as a director
or executive officer or in any other capacity while serving as a director or
executive officer shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorney's fees, judgments, fines, ERISA excise taxes of penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director or executive officer and shall inure
to the benefit of his or her heirs, executors and administrators; provided,
however, that, except as provided in Section 6.2 of this Article VI, the
Corporation shall indemnify and such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section 6.1
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that if the Delaware General
Corporation Law requires the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay, all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers. This Article VI shall create a right of indemnification for each such
indemnifiable party whether or not the proceeding to which the indemnification
relates arose in whole or in part prior to adoption of this Article VI (or the
adoption of the comparable provisions of the Bylaws of the Corporation's
predecessor corporation).
SECTION 6.2 Right of Claimant to Bring Suit. If a claim under Section 6.1
of this Article VI is not paid in full by the Corporation within thirty days
after a written claim has been received by the Corporation, 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
be entitled to be paid also the expense of prosecuting such claim. It shall be
a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper to the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
SECTION 6.3 Nonexclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article VI shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
SECTION 6.4 Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
ARTICLE VII
STOCK
SECTION 7.1 Certificates. Every holder of stock in the Corporation shall
be entitled to have a certificate signed by or in the name of the Corporation by
the Chairman of the Board of Directors, if any, or the President, or a Vice
President, and by the Treasurer or an Assistant Treasurer, if any, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation. Any or all signatures on the
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have 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 he were such officer, transfer agent or registrar at the date
of issue.
SECTION 7.2 Transfer of Shares. Transfers of shares of stock of each
class of the Corporation shall be made only on the books of the Corporation by
the holder thereof or by such holder's attorney thereunto authorized by a power
of attorney duly executed and filed with the Secretary of the Corporation or a
transfer agent for such stock, if any, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. The person in whose
name such shares of stock stand on the books of the Corporation shall be deemed
to be the owner thereof for all purposes as regards the Corporation; provided,
--------
that whenever any transfer of shares of stock shall be made for collateral
security and not absolutely, and written notice thereof shall be given to the
Secretary or to such transfer agent, such fact shall be stated in the stock
ledger entry for the transfer. No transfer of shares of stock shall be valid as
against the Corporation, its stockholders and creditors for any purpose, except
to render the transferee liable for the debts of the Corporation to the extent
provided by law, until it shall have been entered in the stock records of the
Corporation by an entry showing from and to whom transferred.
SECTION 7.3 Stock Ledger. The stock ledger of the Corporation shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 2.9 of Article II, or the books of the
Corporation, or to vote in person or by proxy at any meting of stockholders.
SECTION 7.4 Lost, Stolen or Destroyed Stock Certificates; Issuance of New
Certificates. The Corporation may issue a new certificate of stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.
SECTION 7.5 Beneficial Owners. The Corporation shall be entitled to
recognize, the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person, whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.
ARTICLE VIII
Contracts, Loans, Checks and Deposits
SECTION 8.1. Contracts. To the extent permitted by applicable law, and
except as otherwise prescribed by the Corporation's Certificate of Incorporation
or these Bylaws with respect to certificates for shares, the Board of Directors
may authorize any officer, employee, or agent of
the Corporation to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Corporation. Such authority may be general
or confined to specific instances.
SECTION 8.2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors. Such authority may be general or confined
to specific instances.
SECTION 8.3. Checks, Drafts, Etc. All checks, drafts, or other orders for
the payment of money, notes, or other evidences of indebtedness issued in the
name of the Corporation shall be signed by one or more officers, employees, or
agents of the Corporation in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 8.4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in any of its duly authorized depositories as the Board of Directors may select.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1 Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.
SECTION 9.2 Seal. The Corporation may have a corporate seal which shall
have the name of the Corporation inscribed thereon and shall be in such form as
may be approved from time to time by the Board of Directors. The corporate seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
in any other manner reproduced.
SECTION 9.3 Waiver of Notice of Meetings of Stockholders, Directors and
Committees. Whenever notice is required to be given by law or under any
provision of the Certificate of Incorporation or these Bylaws, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawful, called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders,
directors, or members of a committee of directors need be specified in any
written waiver of notice unless so required by the Certificate of Incorporation
or these Bylaws. Unless either proper notice of a meeting of the Board of
Directors, or any committee thereof, has been given or else the persons entitled
thereto have waived such notice (either in writing or by attendance as set forth
above), any business transacted at such meeting shall be null and void.
SECTION 9.4 Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if: (1) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (3) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee thereof
or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.
SECTION 9.5 Form of Records. Any records maintained by the Corporation in
the regular course of its business, including its stock ledger, books of account
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs or any other information storage device,
provided that the records so kept can be converted into clearly legible form
within a reasonable time. The Corporation shall so convert any records so kept
upon the request of any person entitled to inspect the same.
SECTION 9.6 Execution of Documents. The Board of Directors or any
committee thereof shall designate the officers, employees and agents of the
Corporation who shall have the power to execute and deliver deeds, contracts,
mortgages, bonds debentures, notes, checks and other orders for the payment of
money and other documents for and in the name of the Corporation and may
authorize such officers, employees and agents to delegate such power (including,
but not limited to, the authority to redelegate) by written instrument to other
officers, employees or agents of the Corporation. Such delegation may be by
resolution or otherwise and the authority granted shall be general or confined
to specific matters, all as to the Board of Directors or any such committee may
determine. In the absence of such designation referred to in the first sentence
of this Section 9.6, the officers of the Corporation shall have such power so
referred to, to the extent incident to the normal performance of their duties.
SECTION 9.7 Proxies in Respect of Stock or Other Securities of Other
Corporations. The Board of Directors or any committee thereof shall designate
the officers of the Corporation who shall have the authority from time to time
to appoint an agent or agents of the Corporation to exercise in the name and on
behalf of the Corporation the powers and rights which the Corporation may have
as the holder of stock or other securities in any other corporation and to vote
or consent in respect of such powers and rights, and such designated officer may
execute or case to be executed in the
name and on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies, powers of attorney or other instruments as they
may deem to be necessary or proper so that he Corporation may exercise its
powers and rights. In the absence of any such designation, the Presidents shall
have the authority granted under this Section 9.7.
SECTION 9.8 Amendment of Bylaws. Except as may be otherwise provided by
the terms of any class or series of stock having a preference over the
Corporation's Common Stock and subject to the Certificate of Incorporation,
these Bylaws may be amended or repealed, and new Bylaws adopted, by the Board of
Directors, but the stockholders entitled to vote may adopt additional Bylaws and
may amend or repeal any Bylaw whether or not adopted by them.
SECTION 9.9 Bylaws Subject to Law and Certificate of Incorporation. Each
provision of these Bylaws is subject to any contrary provision contained in the
Certificate of Incorporation r of any applicable law as from time to time may be
in effect, and to the extent any such provision is inconsistent, but for all
other purposes these Bylaws shall continue in full force and effect.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of East West
Bancorp, Inc., a Delaware corporation; and
2. That the foregoing bylaws, comprising 16 pages, constitute the
bylaws of said corporation as duly adopted by action of the Board of Directors
of the Corporation duly taken on September _____, 1998.
IN WITNESS, WHEREOF, I have hereunto subscribed my name and affixed
the seat of said corporation this __________ day of September, 1998.
/s/ Douglas P. Krause
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Douglas P. Krause, Secretary