Exhibit 3.2
BYLAWS
OF
GOLDEN CHOICE FOODS CORPORATION
ARTICLE I. OFFICES
Section 1.1. Business Offices. The principal office of the corporation
shall be located at any place either within or outside the state of Nevada, as
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designated in the corporations's Articles of Incorporation or the corporation's
most recent annual report on file with the Nevada Secretary of state providing
such information. The corporation may have such other offices, either within or
outside the State of Nevada as the Board of Directors may designate or as the
business of the Corporation may require from time to time. The Corporation shall
maintain at its principal office a copy of those records specified in Section
2.13 of Article II of these Bylaws.
Section 1.2. Registered Office. The registered office of the
Corporation required by the Nevada Revised Statutes shall be located within the
State of Nevada. The address of the registered office may be changed from time
to time.
ARTICLE II. SHAREHOLDERS
Section 2.1. Annual Shareholder Meeting. An annual meeting of the
shareholders shall be held each year on the date, at the time, and at the place
fixed by the Board of Directors, beginning with an annual meeting for the year
2001, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting.
Section 2.2. Special Shareholder Meetings. Special meetings of the
shareholders may be called, for any purposes described in the notice of the
meeting, by the president, or by the Board of Directors, and shall be called by
the president at the request of the holders of not less than one-tenth of all
outstanding votes of the Corporation entitled to be cast on any issue at the
meeting.
Section 2.3. Place of Shareholder Meeting. The Board of Directors may
designate any place, either within or outside the State of Nevada, as the place
for any annual meeting of the shareholders and for any special meeting of the
shareholders called by the Board of Directors. The president of the Corporation
or any group of shareholders of the Corporation may designate any placer, within
or outside the State of Nevada, as the place for any special meeting of the
shareholders called by the president or the group of shareholders. If no
designation is made by the Board of Directors, the president, or the group of
shareholders, as the case may be, the place of the meeting shall be the
principal office of the Corporation.
Section 2.4. Notice of Shareholder Meeting.
(a) Required Notice. Written notice stating the place, day, and hour of
any annual or special shareholders meeting shall be delivered not less than
ten(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the Board of Directors, the
president, or other persons calling the meeting, to each shareholders of record
entitled to vote at such meeting, and to any other shareholders entitled by the
Nevada Revised Statutes or the co's Articles of Incorporation to receive notice
of the meeting. Notice shall be deemed to be effective when mailed.
Notice shall not be required to be given to any shareholders to whom:
(1) a notice of two (2) consecutive annual meetings, and all
notices or meetings or of the taking of action by written consent
without a meeting during the period between the two consecutive annual
meetings, have been mailed, addressed to the shareholders at the
shareholders's address as shown on the records of the Corporation, and
have been returned undeliverable; or
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(2) all, and at least two (2), payments, if sent by first
class mail, of dividends or interest on securities during a twelve (12)
month period, have been mailed, addressed to the shareholders at the
shareholders's address as shown on the records of the co, and have been
returned undeliverable.
If a shareholders to whom notice is not required delivers to the
Corporation a written notice setting forth the shareholders's current address,
or if another address for the shareholders is otherwise made known to the co,
the requirement that notice be given to the shareholders is reinstated.
(b) Adjourned Meeting. If any shareholder meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time
or place, if the new date, time or place is announced at the meeting before
adjournment. However, if the adjournment is for more than thirty (30) days, or
if after the adjournment a new record date for the adjourned meeting is or must
be fixed (see Section 2.5 of these Bylaws), then notice must be given pursuant
to the requirements of paragraph (a) of this Section 2.4 to shareholders of
record who are entitled to vote at the meeting.
(c) Waiver of Notice. Any shareholder may waive notice of a meeting (or
any notice required by the Nevada Revised Statutes, the Corporation's Articles
of Incorporation, or these Bylaws), by a writing signed by the shareholders,
which is delivered to the Corporation (either before or after the date and time
stated in the notice as the date or time when any action will occur or has
occurred) for inclusion in the minutes or filing with the Corporation's records.
A shareholders's attendance at a meeting:
(1) waives objection to lack of notice or defective notice of
the meeting, unless the shareholders at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting;
and
(2) waives objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in
the meeting notice, unless the shareholders objects to considering the
matter when it is presented.
(d) Contents of Notice. Notice of any special meeting of the
shareholders shall include a description of the purpose or purposes for which
the meeting is called. Except as provided in this Section 2.4(d), in the
Articles of Incorporation, or in the Nevada Revised Statutes, notice of an
annual meeting of the shareholders need not include a description of the purpose
or purposes for which the meeting is called.
Section 2.5. Fixing of Record Date. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of shareholders, or shareholders entitled to take action without a meeting or to
demand a special meeting, or shareholders entitled to receive payment of any
distribution or dividend, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors may fix in advance a date
as the record date. Such record date shall not be more than sixty (60) days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. If no record date is so fixed by the Board of
Directors, the record date shall be at the close of business:
(a) with respect to an annual meeting of the shareholders or any
special meeting of the shareholders called by the Board of Directors or any
person or group specifically authorized by these Bylaws to call a meeting of the
shareholders, as of the close of business on the day before the first notice is
delivered to shareholders;
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(b) with respect to a special shareholders meeting demanded by the
shareholders, on the earliest date of any of the demands pursuant to which the
meeting is called, or 60 days prior to the date the first of the written demands
is received by the Corporation, whichever is later;
(c) with respect to actions taken in writing without a meeting
(pursuant to Section 2.11 of these Bylaws), on the date the first shareholder
delivers to the Corporation a signed written consent upon which the action is
taken;
(d) with respect to a distribution to shareholders (other than one
involving a repurchase or reacquisition of shares), on the date the Board of
Directors authorizes the distribution; and
(e) with respect to the payment of a share dividend, on the date the
Board of Directors authorizes the share dividend.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof unless the be fixes a new record date, which it
must do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
Section 2.6. Shareholder List. The secretary shall make a complete
record of the shareholders entitled to vote at each meeting of shareholders,
arranged in alphabetical order within each class or series, with the address of
and the number of shares held by each. The list must be arranged by voting group
(if such exists; see Section 2.7 of these Bylaws) and within each voting group
by class or series of shares. The shareholder list must be available for
inspection by any shareholder, beginning on the earlier of ten (10) days before
the meeting for which the list was prepared or two (2) business days after
notice of the meeting is given and continuing through the meeting and any
adjournments. The list shall be available at the Corporation's principal office
or at a place identified in the notice of the meeting in the city where the
meeting is to be held. A shareholder, his agent, or attorney is entitled on
written demand to inspect and, subject to the requirements of Section 2.13 of
these Bylaws, to inspect and copy the list during regular business hours and
during the period it is available for inspection. The Corporation shall maintain
the shareholder list in written form or in other form capable of conversion into
written form within a reasonable time.
Section 2.7. Shareholder Quorum and Voting Requirements. If the
Articles of Incorporation or the Nevada Revised Statutes provide for voting by a
single voting group on a matter, action on that matter is taken when voted upon
by that voting group.
Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the Articles of Incorporation, a Bylaw adopted by the
shareholders pursuant to the Nevada Revised Statutes, or the Nevada Revised
Statutes provide otherwise, a majority of the votes entitled to be case on the
matter by the voting group constitutes a quorum of that voting group for action
on that matter.
If the Articles of Incorporation or the Nevada Revised Statutes provide
for voting by two (2) or more voting groups on a matter, action on that matter
is taken only when voted upon by each of those voting groups counted separately.
One voting group may vote on a matter even though another voting group entitles
to vote on the matter has not voted.
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Once a share is represented for any purpose at a meeting, including the
purpose of determining that a quorum exists, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting, unless a new record date is or must be set for that adjourned meeting.
If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation, a Bylaw adopted by the shareholders pursuant to the
Nevada Revised Statutes, or the Nevada Revised Statutes require a greater number
of affirmative votes.
Section 2.8. Proxies. At all meetings of shareholders, a shareholder
may vote in person or by a proxy executed in any lawful manner. Such proxy shall
be filed with the Corporation before or at the time of the meeting. No proxy
shall be valid after six (6) months from the date of its execution unless
coupled with an interest or unless otherwise provided in the proxy, in any case
no proxy shall be valid after seven (7) years from the date of its creation.
Section 2.9. Voting of Shares. Unless otherwise provided in the
Articles of Incorporation, each outstanding share entitled to vote shall be
entitled to vote, and each fractional share shall be entitled to a corresponding
fractional vote, upon each matter submitted to a vote at a meeting of
shareholders.
Except as provided by specific court order, no shares of the
Corporation 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 of the Corporation or counted in
determining the total number of outstanding shares at any given time for
purposes of any meeting. However, the power of the Corporation to vote any
shares, including its own share, held by it in a fiduciary capacity is not
hereby limited.
Redeemable shares are not entitled to be voted after notice of
redemption is mailed to the holders thereof and a sum sufficient to redeem the
shares has been deposited with a bank, trust company, or other financial
institution under an irrevocable obligation to pay the holders the redemption
price on surrender of the shares.
Section 2.10. Corporation's Acceptance of Votes.
(a) If the name signed on a vote, consent, waiver, proxy appointment,
or proxy appointment revocation corresponds to the name of a shareholder, the
Corporation, if acting in good faith, is entitled to accept the vote, consent,
waiver, proxy appointment, or proxy appointment revocation and give it effect as
the act of the shareholder if:
(1) the shareholder is an entity as defined in the Nevada
Revised Statutes and the name signed purports to be that of an officer
or agent of the entity;
(2) the name signed purports to be that of an administrator,
executor, guardian, or conservator representing the shareholder and ,
if the Corporation requests, evidence of fiduciary status acceptable to
the Corporation has been presented with respect to the vote, consent,
waiver, proxy appointment, or proxy appointment revocation;
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(3) the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the Corporation
requests, evidence of this status acceptable to the Corporation has
been presented with respect to the Vote, consent, waiver, proxy
appointment, or proxy appointment revocation;
(4) the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and , if the
Corporation requests. Evidence acceptable to the Corporation of the
signatory's authority to sign for the shareholder has been presented
with respect to the vote, consent, waiver, proxy appointment, or proxy
appointment revocation;
(5) two (2) or more persons are the shareholder as cotenants
or fiduciaries and the name signed purports to be the name of at least
one of the cotenants or fiduciaries and the person signing appears to
be acting on behalf of all the cotenants or fiduciaries; or
(6) the acceptance of the vote, consent, waiver, proxy
appointment, or proxy appointment revocation is otherwise proper under
rules established by the Corporation that are not inconsistent with the
provisions of this Section 2.10.
(c) If shares of the Corporation are registered in the names of two (2)
or more persons, or if two (2) or more persons have the same fiduciary
relationship respecting the same shares, unless the secretary is given written
notice to the contrary and furnished with a copy of the instrument creating the
relationship, their acts with respect to voting shall have the following effect:
(1) if only one votes, the act binds all;
(2) if more than one vote, the act of the majority so
voting binds all;
(3) if more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionately; and
(4) if the instrument so filed or the registration of the
shares shows that any tenancy is held in unequal interests, a majority
or even split for the purpose of this Section 2.10 shall be a majority
or even split in interest.
(d) The Corporation is entitled to reject a vote, consent, waiver,
proxy appointment, or proxy appointment revocation if the secretary or other
officer or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on it or about
the signatory's authority to sign for the shareholder.
(e) The Corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, proxy appointment, or proxy appointment revocation in
good faith and in accordance with the standards of this Section 2.10 are not
liable in damages to the shareholder for the consequences of the acceptance or
rejection.
(f) Corporate action based on the acceptance or rejection of a vote,
consent, waiver, proxy appointment, or proxy appointment revocation under this
Section 2.10 is valid unless a court of competent jurisdiction determines
otherwise.
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Section 2.11. Informal Action by Shareholders.
(a) Unless otherwise provided in the Articles of Incorporation, 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 one or more consents in
writing, setting forth the action so taken, are signed by the holders of
outstanding shares having not less than the minimum number of votes necessary to
authorize or take the action at a meeting at which all shares entitled to vote
thereon were present and voted.
(b) Unless written consents of all shareholders entitled to vote have
been obtained, the Corporation shall give notice of any shareholder approval
without a meeting at least ten days before the consummation of the action
authorized by the approval to:
(1) those shareholders entitled to vote who have not
consented in writing; and
(2) those shareholders not entitled to vote and to whom the
Nevada Revised Statutes requires notice be given.
Such notice shall contain or be accompanied by the same material that
would have been required if a formal meeting had been called to consider the
action.
(c) Any shareholder giving a written consent to the shareholders' proxy
holder, or a transferee of the shares or a personal representative of the
shareholder or their respective proxy holder, may revoke the consent by a signed
writing describing the action and stating that the shareholder's prior consent
is revoked, if the writing is received by the Corporation prior to the
effectiveness of the action.
(d) Action taken pursuant to this Section 2.11 is not effective unless
all written consents on which the Corporation relies for the taking of action
are received by the Corporation within a sixty day period and are not revoked.
Action thus taken is effective as of the date the last written consent necessary
to effect the action is received by the Corporation, unless all the written
consents necessary to effect the action specify a later date as the effective
date of action. If the Corporation has received written consents signed by all
shareholders entitled to vote with respect to the action, the effective date of
the action may be any date that is specified in all the written consents as the
effective date of the action. The writing may be received by the Corporation by
electronically transmitted facsimile or other form of communication providing
the Corporation with a complete copy thereof, including a copy of the signature.
(e) Notwithstanding Subsection (a) of this Section 2.11, directors may
not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of directors.
(f) Action taken under this Section 2.11 has the same effect as action
taken at a meeting of shareholders and may be so described in any document.
Section 2.12. Voting for Directors. At each election of directors,
unless otherwise provided in the Articles of Incorporation or the Nevada Revised
Statutes, every shareholder entitled to vote at the election has the right to
vote, in person or by proxy, all of the votes to which the shareholder's shares
are entitled for as many persons as there are directors to be elected and for
whose election the shareholder has the right to vote.
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Unless otherwise provided in the Articles of Incorporation or the
Nevada Revised Statutes, directors are elected by a plurality of the votes cast
by the shares entitled to be voted in the election, at a meeting at which a
quorum is present.
Section 2.13. Shareholder's Rights to Inspect Corporate Records.
(a) Minutes and Accounting Records. The Corporation shall keep as
permanent records minutes of all meetings of its shareholders and Board of
Directors, a record of all actions taken by its shareholders or Board of
Directors without a meeting, a record of all actions taken on behalf of the
Corporation by a committee of the Board of Directors in place of the be, and a
record of all waivers of notices of meetings of it shareholders, meetings of the
Board of Directors, or any meetings of committees of the Board of Directors. The
Corporation shall maintain appropriate accounting records.
(b) Absolute Inspection Rights of Records Required at Principal Office.
If a shareholder, who has been a shareholder of record for at least six (6)
months immediately preceding his demand, or any person holding or thereunto
authorized in writing by the holders of at least five percent (5%) of all of the
Corporation's outstanding shares gives the Corporation written notice of demand
at least five (5) business days before the date on which the shareholder or
person wisher to inspect and copy, such shareholder or person (or the
shareholder's or person's agent or attorney) has the right to inspect and copy,
to make extracts therefrom and to conduct an audit thereof, during regular
business hours, any of the following records, all of which the Corporation is
required to keep at its principal office:
(1) the Corporation's Articles of Incorporation currently in
effect, as certified by the Nevada Secretary of State;
(2) the Corporation's Bylaws currently in effect, as certified
by an officer of the Corporation;
(3) the minutes of all shareholders' and board meetings, and
records of all action taken by shareholders or directors without a
meeting, for the past three (3) years;
(4) all written communications within the past three (3) years
to shareholders or directors as a group or to the holders of any class
or series of shares as a group;
(5) a list of the names and business addresses of the
Corporation's current officers and directors;
(6) a stock ledger or a duplicate stock ledger, revised
annually, containing the names, alphabetically arranged, of all persons
who are stockholders of the Corporation, showing their places of
residence, if known, and the number of shares held by them
respectively; provided that, in lieu of the stock ledger or duplicate
stock ledger, the Corporation may keep a statement setting out the name
of the custodian of the stock ledger or duplicate stock ledger, and the
present and complete post office address, including street and number,
if any, where the stock ledger or duplicate stock ledger specified in
this section is kept; and
(7) the Corporation's most recent annual report delivered to
the Nevada Secretary of State.
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(c) Conditional Inspection Right. If a shareholder owning not less than
fifteen percent (15%) of all of the issued and outstanding shares of the
Corporation (or pursuant) to written authorization by the holders of at least
fifteen percent (15%) of the issued and outstanding) gives the Corporation a
written demand made in good faith and for a proper purpose at least five (5)
business days before the date on which the shareholder wishes to inspect and
copy, the shareholder describes with reasonable particularity the shareholder's
purpose and the records the shareholder desires to inspect, and the records are
directly connected with the shareholder's purpose, the shareholder (or the
shareholder's agent or attorney) is entitled to inspect and copy, to make
extracts therefrom and to conduct an audit thereof, during regular business
hours at a reasonable location specified by the Corporation, any of the books of
account and all financial records of the Corporation.
(d) Copy Costs. The right to copy records includes, if reasonable, the
right to receive copies made by photographic, xerographic, or other means. The
Corporation may impose a reasonable charge, payable in advance, covering the
costs of labor and material, for copies of any documents provided to a
shareholder. The charge may not exceed the estimated cost of production or
reproduction of the records.
(e) Shareholder Includes Beneficial Owner; Application. For purposes of
this Section 2.13, the term "shareholder" shall include a beneficial owner whose
shares are held in a voting trust and any other beneficial owner who establishes
beneficial ownership. The provisions of this section do not apply at any time
that the Corporation is listed and traded on any recognized stock exchange, and
do not apply if the Corporation furnishes to its stockholders a detailed, annual
financial statement.
Section 2.14. Furnishing Financial Statements to a Shareholder. Upon
the written request of any shareholder, the Corporation shall mail to the
shareholder its most recent annual or quarterly financial statements showing in
reasonable detail its assets and liabilities and the results of its operations.
Section 2.15. Information Respecting Shares. Upon the written request
of any shareholder, the Corporation, at its own expense, shall mail to the
shareholder information respecting the designations, preferences, limitations,
and relative rights applicable to each class of shares, the variations
determined for each series, and the authority of the Board of Directors to
determine variations for any existing or future class or series. The Corporation
may comply by mailing the shareholder a copy of its Articles of Incorporation
containing such information.
ARTICLE III. BOARD OF DIRECTORS
Section 3.1. General Powers. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation
managed under, the direction of the Board of Directors, subject to any
limitation set forth in the Articles of Incorporation or in any agreement
authorized by the Nevada Revised Statutes.
Section 3.2. Number, Tenure, and Qualifications of Directors. The
number of directors of the Corporation shall be not less than one (1) nor more
than seven (7). The number of directors may be fixed or changed within the range
by the shareholders or the Board of Directors, but no decrease may shorten the
term of any incumbent director.
Each director shall hold office until the next annual meeting of
shareholders or until removed. However, if a director's tern expires, the
director shall continue to serve until the director's successor shall have been
elected and qualified, or until there is a decrease in the number of directors.
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Directors must be a least eighteen (18) years of age, but need not be
residents of the State of Nevada or shareholders of the Corporation unless the
Articles of Incorporation so prescribe.
Section 3.3. Regular Meetings of the Board of Directors. The Board of
Directors may provide, by resolution, the time and place, either within or
outside the State of Nevada, for the holding of regular meetings, which shall be
held without other notice than such resolution.
Section 3.4. Special Meetings of the Board of Directors. Special
meetings of the Board of Directors may be called by or at the request of one of
the directors, who may fix any place, either within or outside the State of
Nevada, as the place for holding the meeting.
Section 3.5. Notice and Waiver of Notice of Special Director Meetings.
Unless the Articles of Incorporation provide for a longer or shorter period,
special meetings of the Board of Directors must be preceded by at least two (2)
days notice, either orally or in writing, of the date, time, and place of the
meeting.
Notice of any meeting of the Board of Directors shall be deemed to be
effective at the earliest of: (1) when received; (2) five (5) days after it is
mailed; or (3) the date shown on the return receipt if sent by registered or
certified mail, return receipt requested, and the receipt is signed by or on
behalf of the director.
A director may waive notice of any meeting. Except as in this Section
3.5 provided, the waiver must be in writing and signed by the director entitled
to the notice. The waiver shall be delivered to the Corporation for filing with
the corporate records, but delivery and filing are not conditions to its
effectiveness.
The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except when a director attends a meeting for the express
purpose of objecting to the transaction of any business and at the beginning of
the meeting, or promptly upon arrival, the director objects to holding the
meeting or transacting business at the meeting because of lack of notice or
defective notice, and does not thereafter vote for or assent to action taken at
the meeting.
A director who attends a special meeting to object to lack of notice
shall not be deemed to be present for quorum purposes.
Section 3.6. Director Quorum. A majority of the number of directors
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, unless the Articles of Incorporation require a greater
number.
A majority of the number of directors prescribed by resolution (or if
no number is prescribed, the number in office immediately before the meeting
begins) shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors, unless the Articles of Incorporation require a
greater number.
Section 3.7. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present when the vote is taken shall
be the act of the Board of Directors, unless the Articles of Incorporation
require a greater percentage.
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Unless the Articles of Incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.
A director who is present at a meeting of the Board of Directors when
corporate action is taken is considered to have assented to the action taken,
unless:
(a) the director objects at the beginning of the meeting, or promptly
upon arrival, to holding it or transacting business at the meeting;
(b) the director contemporaneously requests his dissent or abstention
as to any specific action to be entered into the minutes of the meeting; or
(c) the director causes written notice of a dissent or abstention as to
any specific action to be received by the presiding officer of the meeting
before its adjournment or by the Corporation promptly after adjournment of the
meeting.
The right of dissent or abstention as to a specific action is not
available to a director who votes in favor of the action taken.
Section 3.8. Director Action Without a Meeting. Unless the Articles of
Incorporation or the Nevada Revised Statutes provide otherwise, any action
required or permitted to be taken by the Board of Directors at a meeting may be
taken without a meeting if all the directors consent to the action in writing.
Action is taken by consents at the time the last director signs a writing
describing the action taken, unless, prior to that time, any director has
revoked a consent by a writing signed by the director and received by the
secretary. Action taken by consents is effective when the last director signs
the consent, unless the be establishes a different effective date. Action taken
by consents has the same effect as action taken at a meeting of directors and
may be described as such in any document.
Section 3.9. Removal of Directors. The shareholders representing not
less than two-thirds of the voting power of the issued and outstanding stock of
the Corporation entitled to voting power may remove one or more directors at a
meeting called for that purpose if notice has been given that a purpose of the
meeting is such removal. The removal may be with or without cause, unless the
Articles of Incorporation provide that directors may only be removed with cause.
If a director is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove the
director. If cumulative voting is in effect, a director may not be removed if
the number of votes sufficient to elect the director under cumulative voting is
voted against the director's removal. If cumulative voting is not in effect, a
director may be removed only if the number of votes cast to remove the director
exceeds the number of votes cast not to remove the director.
Section 3.10. Board of Directors Vacancies.
(a) Unless the Articles of Incorporation provide otherwise, if a
vacancy occurs on the Board of Directors, including a vacancy resulting from an
increase in the number of directors:
(1) the shareholders may fill the vacancy;
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(2) the Board of Directors may fill the vacancy; or
(3) if the directors remaining in office constitute fewer than
a quorum of the board, they may fill the vacancy by the affirmative
vote of a majority of all the directors remaining in office.
(b) Unless the Articles of Incorporation provide otherwise, if the
vacant office was held by a director elected by a voting group of shareholders:
(1) if one or more directors were elected by the same voting
group, only they are entitled to vote to fill the vacancy if it is
filled by the directors; and
(2) only the holders of shares of that voting group are
entitled to vote to fill the vacancy if it is filled by the
shareholders.
A vacancy that will occur at a specific later date, because of a
resignation effective at a later date, may be filled before the vacancy occurs,
but the new director may not take office until the vacancy occurs.
If a director's term expires, the director shall continue to serve
until the director's successor is elected and qualified or until there is a
decrease in the number of directors. The term of a director elected to fill a
vacancy expires at the next shareholders' meeting at which directors are
elected.
Section 3.11. Director Compensation. Unless otherwise provided in the
Articles of Incorporation, by resolution of the Board of Directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated salary as a director or a fixed sum
for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the Corporation in any capacity
and receiving compensation therefor.
Section 3.12. Director Committees.
(a) Creation of Committees. Unless the Articles of Incorporation
provide otherwise, the Board of Directors may create one or more committees and
appoint members of the Board of Directors to serve on them. Each committee must
have at least one director and two or more members, who serve at the pleasure of
the Board of Directors.
(b) Selection of Members. The creation of a committee and appointment
of members to it must be approved by the greater of:
(1) a majority of all the directors in office when the action
is taken; or
(2) the number of directors required by the Articles of
Incorporation to take such action, or if not specified in the Articles
of Incorporation the number required by Section 3.7 of these Bylaws to
take action.
(c) Required Procedures. Sections 3.4 through 3.9 of these Bylaws,
which govern meetings, action without a meeting, notice, waiver of notice, and
quorum and voting requirements of the Board of Directors, apply to committees
and their members as well.
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(d) Authority. Unless limited by the Articles of Incorporation, each
committee may exercise those aspects of the authority of the Board of Directors
which the Board of Directors confers upon such committee in the resolution
creating the committee.
Section 3.13. Director's Rights to Inspect Corporate Records.
(a) Absolute Inspection Rights of Records Required at Principal Office.
If a director gives the Corporation written notice of the director's demand at
least five (5) business days before the date on which the director wishes to
inspect and copy, the director (or the director's agent or attorney) has the
right to inspect and copy, to make extracts therefrom and to conduct an audit
thereof, during regular business hours, any of the following records, all of
which the Corporation is required to keep at its principal office:
(1) the Corporation's Articles of Incorporation currently in
effect, as certified by the Nevada Secretary of State;
(2) the Corporation's Bylaws currently in effect, as certified
by an officer of the Corporation;
(3) the minutes of all shareholders' and board meetings, and
records of all action taken by shareholders or directors without a
meeting, for the past three (3) years;
(4) all written communications within the past three years to
shareholders or directors as a group or to the holders of any class or
series of shares as a group;
(5) a list of the names and business addressed of the
Corporation's current officers and directors;
(6) a stock ledger or a duplicate stock ledger, revised
annually, containing the names, alphabetically arranged, of all persons
who are stockholders of the corporation, showing their places of
residence, if known, and the number of shares held by them
respectively; provided that, in lieu of the stock ledger or of the
custodian of the stock ledger or duplicate stock ledger, and the
present and complete post office address, including street and number,
if any, where the stock ledger or duplicate stock ledger specified in
this section is kept;
(7) the Corporation's most recent annual report delivered to
the Nevada Secretary of State.
(b) Conditional Inspection Right. In addition, if a director gives the
Corporation a written demand made in good faith and for a proper purpose at
least five business days before the date on which the director wishes to inspect
and copy, the director describes with reasonable particularity the director's
purpose and the records the director desires to inspect, and the records are
directly connected with the director's purpose, the director (or the director's
agent or attorney) is entitled to inspect and copy, to make extracts therefrom
and to conduct an audit thereof, during regular business hours at a reasonable
location specified by the Corporation, any of the books of account and all
financial records of the Corporation.
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(c) Copy Costs. The right to copy records includes, if reasonable, the
right to receive copies made by photographic, xerographic, or other means. The
Corporation may impose a reasonable charge, payable in advance, covering the
costs of labor and material, for copies of any documents provided to the
director. The charge may not exceed the estimated cost of production or
reproduction of the records.
ARTICLE IV. EXECUTIVE COMMITTEE
Section 4.1. Power to Appoint Executive Committee. A majority of the
Board of Directors shall have power to appoint by resolution an Executive
Committee composed of the President, and any additional Directors selected by
the Board of Directors, such Executive Committee to be composed of not less than
a total of three (3) Directors. The Executive Committee shall, to the extent
provide in such resolution, have and exercise the authority of the Board of
Directors in the management of the business of the Corporation between meetings
of the Board of Directors and otherwise as may be specified by the Board of
Directors.
Section 4.2. Quorum of Executive Committee. A majority of the members
of the Executive Committee shall constitute a quorum for the transaction of
business of the Corporation delegated to the Executive Committee from the Board
of Directors.
Section 4.3. Meetings of Executive Committee. Meetings of the Executive
Committee may be called by the President, or any two or more members of the
Executive Committee upon written notice thereof, signed by the President or by
the Secretary, who shall mail copies of such notice to the last known address of
each member of the Executive Committee at least five (5) days in advance of the
holding of such meeting. No business not mentioned in the notice shall be
transacted at such meeting unless all Executive Committee members are present
and agree to the transaction of such business. Notice of the time, place and
purpose of any meeting of the Executive Committee may be waived in writing
either before or after such meeting has been held.
Section 4.4. Report to Board of Directors and Ratification. Any
business transacted by the Executive Committee shall be reported by said
Executive Committee at the next subsequent meeting of the Board of Directors and
shall be ratified at such meeting.
ARTICLE V. ADVISORY BOARD
Section 5.1. Advisory Board. The Board of Directors may establish by
resolution an Advisory Board or Boards to consist of individuals, professionals,
scholars, artists, friends and others for the purpose of furthering the purposes
of the corporation. Any Advisory Board shall have no administrative duties or
authority, but shall make recommendations to the Board of Directors for its
consideration. Members of any Advisory Board shall serve for terms established
by the Board of Directors. The Board of Directors shall arrange to meet with an
Advisory Board at least once a year. There may be a President of any Advisory
Board appointed.
ARTICLE VI. OFFICERS
Section 6.1. Number of Officers. The officers of the Corporation shall
be a president, a secretary, and a treasurer, each of whom shall be appointed by
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the Board of Directors. Such other officers and assistant officers as may be
deemed necessary, including any vice presidents, may be appointed by the Board
of Directors. If specifically authorized by the Board of Directors, and officer
may appoint one or more officers or assistant officers. The same individual may
simultaneously hold more than one office in the Corporation.
Section 6.2. Appointment and Term of Office. The officers of the
Corporation shall be appointed by the Board of Directors for such term as is
determined by the Board of Directors. The designation of a specified term does
not grant to the officer any contract rights, and the Board of Directors can
remove the officer at any time prior to the end of such term no term is
specified, each officer shall hold office until the officer resigns, dies, or
until removed in the manner provided in Section 4.3 of these Bylaws.
Section 6.3. Removal of Officers. Any officer or agent may be removed
by the Board of Directors at any time, with or without cause. Such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.
Section 6.4. President. The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall, in general, supervise and control all of the business and
affairs of the Corporation. The President shall, when present, preside at all
meetings of the shareholders and of the Board of Directors. The President shall,
when present, preside at all meetings of the shareholders and of the Board of
Directors. The President may sign, with the secretary or any other proper
officer of the Corporation. The President shall, when present, preside at all
meetings of the shareholders and of the Board of Directors. The President may
sign, with the secretary or any other proper officer of the Corporation
authorized by the Board of Directors, certifies for shares of the Corporation,
the issuance of which shall have been authorized by a resolution of the Board of
Directors, and deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the Board of Directors from time to time.
Section 6.5. Vice Presidents. If appointed, in the absence of the
president or in the event of his death, inability, or refusal to act, the vice
president (or in the event there be more than one vice president, the vice
presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their appointment) shall
perform 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. If there is
no vice president, then the treasurer shall perform such duties of the
president. Any vice president may sign, with the secretary or an assistant
secretary, certificates for shares of the Corporation the issuance of which have
been authorized by resolution of the Board of Directors; and shall perform such
other duties as from time to time may be assigned to him or her by the president
or by the Board of Directors.
Section 6.6. Secretary. The secretary shall:
(a) keep the minutes of the proceedings of the shareholders and of the
Board of Directors and the other records and information of the Corporation
required to be kept, in one or more books provided for that purpose;
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(b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law;
(c) be custodian of the corporate records and of any seal of the
Corporation;
(d) when requested or required, authenticate any records of the
Corporation;
(e) keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder;
(f) sign with the president, or vice-president, certificates for shares
of the Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors;
(g) have general charge of the stock transfer books of the Corporation;
and
(h) in general perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned to him or her by the
president or by the Board of Directors.
Section 6.7. Treasurer. The treasurer shall:
(a) have charge and custody of and be responsible for all funds and
securities of the Corporation;
(b) receive and give receipts for moneys due and payable to the
Corporation from any source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies, or other depositaries as
shall be selected by the Board of Directors; and
(c) in general perform all of the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him or
her by the president or by the Board of Directors.
If required by the Board of Directors, the treasurer shall give a bond
for the faithful discharge of his or her duties in such sum and with such surety
or sureties as the Board of Directors shall determine.
Section 6.8. Assistant Secretaries and Assistant Treasurers. The
assistant secretaries, when authorized by the Board of Directors, may sign, with
the president or a vice president, certificates for shares of the Corporation,
the issuance of which shall have been authorized by a resolution of the Board of
Directors. The assistant treasurers shall, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary of the treasurer, respectively, or by
the president or the Board of Directors.
Section 6.9. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors.
ARTICLE VII. INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS
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Section 7.1. Indemnification of Directors. Without excluding any other
indemnification rights allowed under the Nevada Revised Statutes and unless
otherwise provided in the Articles of Incorporation, the Corporation shall
indemnify any individual made a party to a proceeding because the individual is
or was a director of the Corporation, against liability incurred in the
proceedings, but only if the Corporation has authorized the payment in
accordance with Section 78.751(4) of the Nevada Revised Statutes and a
determination has been made that the individual has met the standards of conduct
set forth in Section 78.751(6) of the Nevada Revised Statutes.
(b) No Indemnification Permitted in Certain Circumstances. The
Corporation shall not indemnify an individual under this Section 5.1:
(1) in connection with a proceeding by or in the right of the
Corporation in which the individual was adjudged liable to the
Corporation; or
(2) in connection with any other proceeding charging that the
individual derived an improper personal benefit, whether or not
involving action in the individual's official capacity, in which
proceeding he or she was adjudged liable on the basis that he or she
(i) derived an improper personal benefit, or (ii) his or her actions or
omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
(c) Indemnification in Derivative Actions Limited. Indemnification
permitted under this Section 5.1 in connection with a proceeding by or in the
right of the Corporation is limited to reasonable expenses incurred in
connection with the proceeding.
Section 7.2. Advance of Expenses for Directors. If a determination is
made, following the procedures of the Nevada Revised Statutes, that the
individual has met the following requirements; and if an authorization of
payment is made, following the procedures and standards set forth in the Nevada
Revised Statutes, then unless otherwise provided in the Articles of
Incorporation, the Corporation shall pay for or reimburse the reasonable
expenses incurred by an individual who is a party to a proceeding because he is
or was a director of the Corporation in advance of final disposition of the
proceeding, if:
(a) The individual furnishes to the Corporation a written affirmation
of the individual's good faith belief that the individual has met the standard
of conduct described in Section 5.1 of these Bylaws;
(b) the individual furnishes to the Corporation a written undertaking,
executed personally or on the individual's behalf, to repay the advance if it is
ultimately determined that the individual did not meet the standard of conduct
(which undertaking must be an unlimited general obligation of the individual but
need not be secured and may be accepted without reference to financial ability
to make repayment); and
(c) a determination is made that the facts then known to those making
the determination would not preclude indemnification under Section 5.1 of these
Bylaws or the Nevada Revised Statutes.
Section 7.3. Indemnification of Officers, Employees, Fiduciaries, and
Agents. Unless otherwise provided in the Articles of Incorporation, the
Corporation shall indemnify and advance expenses to any individual made a party
to a proceeding because the individual is or was an officer, employee,
fiduciary, or agent of the Corporation to the same extent as to an individual
made a party to a proceeding because the individual is or was a director of the
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Corporation, or to a greater extent, if not inconsistent with public policy, if
provided for by general or specific action of the Board of Directors.
Section 5.4. Insurance. The Corporation may purchase and maintain
liability insurance on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the Corporation, or who, while serving as a
director, officer, employee, fiduciary, or agent of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee, fiduciary, or agent of another foreign or domestic
corporation or other person, or of an employee benefit plan, against liability
asserted against or incurred by him or her in that capacity or arising from his
or her status as a director, officer, employee, fiduciary, or agent, whether or
not the Corporation would have power to indemnify him or her against the same
liability under the Nevada Revised Statutes. Insurance may be procured from any
insurance company designated by the Board of Directors, whether the insurance
company is formed under the laws of the State of Nevada or any other
jurisdiction of the United States or elsewhere, including any insurance company
in which the Corporation has an equity or any other interest through stock
ownership or otherwise.
ARTICLE VIII. CERTIFICATES FOR SHARES AND
THEIR TRANSFER
Section 8.1. Certificates for Shares.
(a) Content. Certificates representing shares of the Corporation shall,
at a minimum, state on their face the name of the Corporation and that the
Corporation is organized under the laws of the State of Nevada; the name of the
person to whom issued; and the number and class of shares and the designation of
the series, if any, the certificate represents; and be in such form as is
determined by the Board of Directors. Such certificates shall be signed by the
president or a vice president and by the secretary or an assistant secretary and
may be sealed with the corporate seal or a facsimile thereof. The signatures of
the officers may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation itself or an
employee of the Corporation. Each certificate for shares shall be consecutively
numbered or otherwise identified. The certificates may contain any other
information the Corporation considers necessary or appropriate.
(b) Legend as to Class or Series. If the Corporation is authorized to
issue different classed of shares or different series within a class, the
designations, preferences, limitations, and relative rights applicable to each
class, the variations in preferences, limitations, and relative rights
determined for each series, and the authority of the Board of Directors to
determine variations for any existing or future class or series must be
summarized on the front or back that the Corporation will furnish the
shareholder this information on request in writing and without charge.
(c) Shareholder List. The name and address of the person to whom the
shares represented are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.
(d) Transferring Shares. All certificates surrendered to the
Corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed, or mutilated
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certificate a new one may be issued therefore upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.
Section 8.2. Shares Without Certificates.
(a) Issuing Shares Without Certificates. Unless the Articles of
Incorporation provide otherwise, the Board of Directors may authorize the
issuance of some or all of the shares of any or all classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the Corporation.
(b) Information Statement Required. Within a reasonable time after the
issuance or transfer or shares without certificates, the Corporation shall send
the shareholder a written statement containing, at a minimum, the name of the
Corporation shall send the shareholder a written statement containing, at a
minimum, the name of the Corporation and that it is organized under the laws of
the State of Nevada; the name of the person to whom issued; and the number and
class of shares and the designation of the series, if any, of the issued shares.
If the Corporation is authorized to issue different classes of shares or
different series within a class, the written statement shall describe the
designations, preferences, limitations, and relative rights applicable to each
class, the variations in preferences, limitations, and relative rights
determined for each series, and the authority of the Board of Directors to
determine variations for any existing or future class or series.
Section 8.3. Registration of Transfer of Shares. Registration of the
transfer of shares of the Corporation shall be made only on the stock transfer
books of the Corporation. In order to register a transfer, the record owner
shall surrender the shares to the Corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the Corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the Corporation as the owner, the person in whose name
shares stand on the books of the Corporation shall be deemed by the Corporation
to be the owner thereof for all purposes.
Section 8.4. Restrictions of Transfer of Shares Permitted. The Board of
Directors or the shareholders may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into, or
carrying a right to subscribe for or acquire shares). A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of the
registration or otherwise consented to the restriction.
(a) A restriction on the transfer or registration of transfer of shares
may be authorized:
(1) To maintain the Corporation's status when it is dependent
on the number or identity of its shareholders;
(2) to preserve entitlement, benefits, or exemptions under
federal, state, or local laws; and
(3) for any other reasonable purpose.
(b) A restriction on the transfer or registration of transfer of shares
may:
(1) Obligate the shareholder first to offer the Corporation or
other persons, separately, consecutively, or simultaneously, an
opportunity to acquire the restricted shares;
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(2) obligate the Corporation or other persons, separately,
consecutively, or simultaneously, to acquire the restricted shares;
(3) require, as a condition to a transfer or registration,
that any one or more persons, including the Corporation or any of its
shareholders, approve the transfer or registration, if the requirement
is not manifestly unreasonable; or
(4) prohibit the transfer or the registration of a transfer of
the restricted shares to designated persons or classes of persons, if
the prohibition is not manifestly unreasonable.
A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this Section 6.4 and its existence is noted
conspicuously on the front or back of the certificate, or if the restriction is
contained in the information statement required by Section 6.2 of these Bylaws
with regard to shares issued without certificates. Unless so noted, a
restriction is not enforceable against a person without knowledge of the
restriction.
Section 8.5. Acquisition of Shares.The Corporation may acquire its own
shares, and, unless otherwise provided in the Articles of Incorporation, the
shares so acquired constitute authorized but unissued shares.
If the Articles of Incorporation prohibit the reissuance of acquired
shares, the number of authorized shares shall be reduced by the number of shares
acquired, effective upon amendment of the Articles of Incorporation, which
amendment shall be adopted by the shareholders or the Board of Directors without
shareholder action. Appropriate Articles of Amendment must be delivered to the
Nevada Secretary of State must set forth:
(a) The name of the Corporation;
(b) the reduction in the number of authorized shares, itemized by
class and series;
(c) the total number of authorized shares, itemized by class and
series, remaining after reduction of the shares; and
(d) a statement that the amendment was adopted by the Board of
Directors without shareholder action was not required if such be the case.
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ARTICLE IX. DISTRIBUTIONS
Section 9.1. Distributions. The Board of Directors may authorize, and
the Corporation may make, distributions (including dividends on its outstanding
shares) in the manner and upon the terms and conditions provided by law and in
the Articles of Incorporation.
ARTICLE X. CORPORATE SEAL
Section 10.1. Corporate Seal. The Board of Directors may provide a
corporate seal which may be circular in form and have inscribed thereon any
designation including the name of the Corporation, Nevada as the state of
incorporation, and the words "Corporate Seal".
ARTICLE XI. FISCAL YEAR
Section 11.1. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
ARTICLE XII. AMENDMENTS
Section 12.1. Amendments. The Corporation's Board of Directors may
amend these Bylaws, except to the extent that the Articles of Incorporation,
these Bylaws, or the Nevada Revised Statutes reserve this power exclusively to
the shareholders in whole or in part. However, the Board of Directors may not
adopt, amend, or repeal a Bylaw that fixes a shareholder quorum or voting
requirement that is greater than required by the Nevada Revised Statutes.
If authorized by the Articles of Incorporation, the shareholders may
adopt, amend, or repeal a Bylaw that fixes a greater quorum or voting
requirement for shareholders, or voting groups of shareholders, than is required
by the Nevada Revised Statutes. Any such action shall comply with the provisions
of the Nevada Revised Statutes.
The Corporation's shareholders may amend or repeal the Corporation's
Bylaws even though the Bylaws may also be amended or repealed by the
Corporation's Board of Directors.
ADOPTED by the Directors to be effective as of the 5th day of April,
2000.
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