Bylaws of Bay View Capital Corporation

Exhibit 10.3 November 1999 - ------------


BYLAWS
OF
BAY VIEW CAPITAL CORPORATION


(hereinafter called the "Corporation")


ARTICLE I


OFFICES


Section 1. Registered Office.
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The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.


Section 2. Other Offices.
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The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine.


ARTICLE II


MEETINGS OF STOCKHOLDERS


Section 1. Place of Meetings.
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Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.


Section 2. Annual Meetings.
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The annual meetings of stockholders shall be held on such date and at such time as shall be designated from time to time by


the board of directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote a board of directors and transact such other business as may properly be brought before the meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than fifty days before the date of the meeting. The notice shall also set forth the purpose or purposes for which the meeting is called.


Section 3. Special Meetings.
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Unless otherwise prescribed by law or by the Certificate of Incorporation, special meetings of stockholders, for any purpose or purposes, may be called by either the chairman of the board or the president and shall be called by either individual at the written request of a majority of the directors then in office. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than fifty days before the date of the meeting to each stockholder entitled to vote at such meeting.


Section 4. Quorum.
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Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be


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given to each stockholder entitled to vote at the meeting.


Section 5. Voting.
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Except as otherwise required by law, the Certificate of Incorporation or these bylaws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock duly voted on the question. Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy. The board of directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.


Section 6. List of Stockholders Entitled to Vote.
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The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least twenty 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 twenty 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 thereof, and may be inspected by any stockholder of the Corporation who is present.


Section 7. Stock Ledger.
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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 6 of this Article II or the books of the Corporation or to vote in person or by proxy at any meeting of stockholders.


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Section 8. Proxies.
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At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or as otherwise permitted under applicable law) by the stockholder or his duly authorized attorney-in-fact. Proxies solicited on behalf of the management shall be voted as directed by the stockholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be valid after eleven months from the date of its execution except for a proxy coupled with an interest.


Section 9. Voting of Shares in the Name of Two or More Persons.
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When ownership stands in the name of two or more persons, in the absence of written direction to the Corporation to the contrary, at any meeting of the stockholders of the Corporation any one or more of such stockholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.


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Section 10. Voting of Shares by Certain Holders.
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Shares standing in the name of another corporation may be voted by any officer, agent or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer into his name if authority so to do is contained in an appropriate order of the court or other public authority by which such receiver was appointed.


A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.


Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.


Section 11. Inspectors of Election.
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In advance of any meeting of stockholders, the board of directors shall appoint one or more persons as inspectors of election, to act in accordance with applicable law at such meeting or any adjournment thereof.


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Section 12. Conduct of Meetings.
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Annual and special meetings shall be conducted in accordance with the most current edition of Robert's Rules of Order unless otherwise prescribed by law or these bylaws. However, the presiding officer may conduct such meetings in a manner other than as set forth in the most current edition of Robert's Rules of Order whenever, in general or in a particular matter or matters, and in his or her sole discretion, the interests of the Corporation would be served thereby. The board of directors shall designate, when present, either the chairman of the board or president to preside at such meetings.


Section 13. New Business.
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At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) pursuant to the Corporation's notice of the meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who is a stockholder of record at the time of the giving of the notice provided for in this Section 13, who shall be entitled to vote with respect thereto at such meeting and who complies with the notice procedures set forth in this Section 13.


For business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of the preceding sentence of this Section 13, 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 or mailed to and received at the principal executive offices of the Corporation not less than 60 nor more than 90 days prior to the date of the annual meeting; provided, however, that in the event that less than 70 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 received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A stockholder's notice to the Secretary shall set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the


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reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of shares of the Corporation's capital stock that are owned beneficially and of record, in each case both as of the date of such notice to the Secretary and as of the record date for the meeting (if such record date shall have been made publicly available and such notice is given after such record date), by the stockholder proposing such business and by the beneficial owner, if any, on whose behalf the proposal is made, and (iv) any direct or indirect material interest of the stockholder proposing such business and of the beneficial owner, if any, on whose behalf the proposal is made (and of any "affiliate", as such term is used in Regulation 14A under the Securities Exchange Act of 1934, as amended, of the stockholder proposing such business and of the beneficial owner, if any, on whose behalf the proposal is made) in such business.


Notwithstanding anything in these bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this Section 13. The officer of the Corporation or other person presiding over the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 13 and, if he or she should so determine, he or she shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be conducted. Notwithstanding any of the provisions of this Section 13, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, with respect to the matters set forth in this Section 13.


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ARTICLE III


DIRECTORS


Section 1. Number and Election of Directors.
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The number of directors shall be nine. Directors need not be residents of the State of Delaware. Each director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the Corporation. The directors, other than the first board of directors, shall be elected at annual meetings of the stockholders. Changes in the number of directors, within the limits, if any, specified in the Certificate of Incorporation, may be accomplished through amendment of these bylaws.


Section 2. Vacancies.
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The board of directors shall divide the directors into three classes and, when the number of directors is changed, shall determine the class or classes to which the increased or decreased number of directors shall be apportioned; provided, that each class shall be equal or nearly equal in size as possible; provided, further, that no decreases in the number of directors shall affect the term of any director then in office, except the initial directors. The term of office of directors elected at the initial annual meeting of stockholders shall be as follows: the term of office of directors of the first class shall expire at the first annual meeting of stockholders after their election; the term of office of directors of the second class shall expire at the second annual meeting of stockholders after their election; and the term of office of directors of the third class shall expire at the third annual meeting of stockholders after their election; and, as to directors of each class, when their respective successors are elected and qualified. At each annual meeting of stockholders subsequent to the initial annual meeting of stockholders, directors elected to succeed those whose terms are expiring shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders and when their respective successors are elected and qualified.


Vacancies in the board of directors, however caused, shall be filled by a majority vote of the directors then in office, whether


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or not a quorum, and any director so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which he has been chosen expires and when his successor is elected and qualified.


Section 3. Duties and Powers.
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The business of the Corporation shall be managed by or under the direction of the board of directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these bylaws directed or required to be exercised or done by the stockholders. The board of directors shall annually elect a chairman of the board and a president from among its members and shall designate, when present, either the chairman of the board or the president to preside at its meetings.


Section 4. Meetings.
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The board of directors of the Corporation m ...