BYLAWS
OF
ECLIPSE ENTERTAINMENT GROUP, INC.
ARTICLE 1.
OFFICES
1.1 Business Office
The principal business office ("principal office") of the
corporation shall be located at any place either within or
without the State of Nevada as designated in the corporation's
most current Annual Report filed with the Nevada Secretary of
State. The corporation may have such other offices, either
within or without 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 certain records, as specified in
Section 2.14 of Article 2.
1.2 Registered Office
The registered office of the corporation shall be located within
Nevada and may be, but need not be, identical with the principal
office, provided the principal office is located within Nevada.
The address of the registered office may be changed from time to
time by the Board of Directors.
ARTICLE 2.
SHAREHOLDERS
2.1 Annual Shareholder Meeting
The annual meeting of the shareholders shall be held on the 30th
day of January, each year, beginning with the year 1998, at the
hour of 10:00 o'clock a.m., or at such other time on such other
day within such month as shall be fixed by the Board of
Directors, for the purpose of electing directors and for the
transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State of Nevada, such meeting shall be held
on the next succeeding business day. If the election of
directors shall not be held on the day designated herein for any
annual meeting of the shareholders, or at any subsequent
continuation after adjournment thereof, the Board of Directors
shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as convenient.
2.2 Special Shareholder Meetings.
Special meetings of the shareholders, for any purpose or purposes
described in the notice of meeting, may be called 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 shares of the corporation entitled to
vote on any issue at the meeting.
2.3 Place of Shareholder Meetings
The Board of Directors may designate any place, either within or
without the State of Nevada, as the place for any annual or any
special meeting of the shareholders, unless by written consent,
which may be in the form of waivers of notice or otherwise, all
shareholders entitled to vote at the meeting designate a
different place, either within or without the State of Nevada, as
the place for the holding of such meeting. If no designation is
made by either the Board of Directors or unanimous action of
the voting shareholders, the place of meeting shall be the
principal office of the corporation in the State of Nevada.
2.4 Notice of Shareholder Meeting
(a) Required Notice. Written notice stating the place, day and
hour of any annual or special shareholder meeting shall be
delivered not less than 10 nor more than 60 days before the
date of the meeting, either personally or by mail, by or at the
direction of the president, the Board of Directors,
or other persons calling the meeting, to each shareholder of
record entitled to vote at such meeting and to any other
shareholder entitled by the laws of the State of Nevada
governing corporations (the "Act") or the Articles of
Incorporation to receive notice of the meeting. Notice shall be
deemed to be effective at the earlier of: (1) when deposited in
the United States mail, addressed to the shareholder at his
address as it appears on the stock transfer books of
the corporation, with postage thereon prepaid; (2) on 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 addressee; (3) when received; or (4) 5 days
after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address, provided in writing by the
shareholder, which is different from that shown in the corporation's
current record of shareholders.
(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, and place if the new date, time, and place is
announced at the meeting before adjournment. But if a new
record date for the adjourned meeting is, or must be fixed (see
Section 2.5 of this Article 2) then notice must be given pursuant
to the requirements of paragraph (a) of this Section 2.4, to
those persons who are shareholders as of the new record date.
(c) Waiver of Notice. A shareholder may waive notice of the
meeting (or any notice required by the Act, Articles of
Incorporation, or Bylaws), by a writing signed by the shareholder
entitled to the notice, which is delivered to the corporation
(either before or after the date and time stated in the notice)
for inclusion in the minutes of filing with the corporate records.
A shareholder's attendance at a meeting:
(1) waives objection to lack of notice or defective notice
of the meeting unless the shareholder, 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 shareholder
objects to consideration of the matter when it is presented.
(d) Contents of Notice. The notice of each special shareholder
meeting shall include a description of the purpose or purposes
for which the meeting is called. Except as provided in this
Section 2.4(d), or as provided in the corporation's articles, or
otherwise in the Act, the notice of an annual shareholder meeting
need not include a description of the purpose or purposes for which the
meeting is called.
If a purpose of any shareholder meeting is to consider either:
(1) a proposed amendment to the Articles of Incorporation (including any
restated articles requiring shareholder approval); (2) a plan of merger or
share exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property; (4) the
dissolution of the corporation; or (5) the removal of a director,
the notice must so state and be accompanied by, respectively, a
copy or summary of the: (a) articles of amendment; (b) plan of
merger or share exchange; and (c) transaction for disposition of
all, or substantially all, of the corporation's property. If the
proposed corporate action creates dissenters' rights, as provided
in the Act, the notice must state that shareholders are, or may
be entitled to assert dissenters' rights, and must be
accompanied by a copy of relevant provisions of the Act. If the
corporation issues, or authorizes the issuance of shares for
promissory notes or for promises to render services in the
future, the corporation shall report in writing to all the
shareholders the number of shares authorized or issued, and the
consideration received with or before the notice of the next
shareholder meeting. Likewise, if the corporation indemnifies
or advances expenses to an officer or a director, this shall be
reported to all the shareholders with or before notice of the
next shareholder meeting.
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 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 70 days prior to the date on which the particular
action requiring such determination of shareholders entitled to
notice of, or to vote at a meeting of shareholders, or
shareholders entitled to receive a share dividend or
distribution. The record date for determination of such
shareholders shall be at the close of business on:
(a) With respect to an annual shareholder meeting or any
special shareholder meeting called by the Board of Directors or
any person specifically authorized by the Board of Directors or
these Bylaws to call a meeting, the day before the first notice
is given to shareholders;
(b) With respect to a special shareholder meeting demanded by
the shareholders, the date the first shareholder signs the
demand;
(c) With respect to the payment of a share dividend, the date the
Board of Directors authorizes the share dividend;
(d) With respect to actions taken in writing without a meeting
(pursuant to Article 2, Section 2.12), the first date any
shareholder signs a consent; and
(e) With respect to a distribution to shareholders, (other than
one involving a repurchase or reacquisition of shares), the date
the Board of Directors authorizes the distribution
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 Board of Directors 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. If no
record date has been fixed, the record date shall be the date
the written notice of the meeting is given to shareholders.
2.6 Shareholder List
The officer or agent having charge of the stock transfer books
for shares of the corporation shall, at least ten (10) days
before each meeting of shareholders, make a complete record
of the shareholders entitled to vote at each meeting of
shareholders, arranged in alphabetical order, with the address
of and the number of shares held by each. The list must be
arranged by class or series of shares. The shareholder list must
be available for inspection by any shareholder, beginning two
business days after notice of the meeting is given for which the
list was prepared and continuing through the meeting. The
list shall be available at the corporation's principal office
or at a place in the city where the meeting is to be held, as set
forth in the notice of meeting. A shareholder, his agent, or
attorney is entitled, on written demand, to inspect and, subject
to the requirements of Section 2.14 of this Article 2, to copy
the list during regular business hours and at his expense,
during the period it is available for inspection. The corporation
shall maintain the shareholder list in written form or in another
form capable of conversion into written form within a reasonable
time.
2.7 Shareholder Quorum and Voting Requirements
A majority of the outstanding shares of the corporation entitled
to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time to
time without further notice. 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 notified. The shareholders present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Once a share is represented for any purpose at a meeting, 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, a majority vote of those shares present and voting
at a duly organized meeting shall suffice to defeat or enact any
proposal unless the Statutes of the State of Nevada, the
Articles of Incorporation or these Bylaws require a greater-
than-majority vote, in which event the higher vote shall be
required for the action to constitute the action of the corporation.
2.8 Increasing Either Quorum or Voting Requirements
For purposes of this Section 2.8, a "supermajority" quorum is a
requirement that more than a majority of the votes of the voting
group be present to constitute a quorum; and a supermajority
voting requirement is any requirement that requires the vote of
more than a majority of the affirmative votes of a voting group
at a meeting. The shareholders, but only if specifically
authorized to do so by the Articles of Incorporation, may adopt,
amend, or delete a Bylaw which fixes a "supermajority" quorum or
"supermajority" voting requirement. The adoption or amendment
of a Bylaw that adds, changes, or deletes a "supermajority"
quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted by the same vote required to
take action under the quorum and voting requirement then if
effect or proposed to be adopted, whichever is greater. A Bylaw
that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended, or repealed by the
Board of Directors
2.9 Proxies
At all meetings of shareholders, a shareholder may vote in
person, or vote by written proxy executed in writing by the
shareholder or executed by his duly authorized attorney-in fact.
Such proxy shall be filed with the secretary of the corporation
or other person authorized to tabulate votes before or at the
time of the meeting. No proxy shall be valid after eleven (11)
months from the date of its execution unless otherwise
specifically provided in the proxy or coupled with an interest.
2.10 Voting of Shares
Unless otherwise provided in the articles, each outstanding share
entitled to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders. Shares held by
an administrator, executor, guardian or conservator may be voted
by him, either in person or by proxy, without the 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
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 thereof into his name if
authority to do so is contained in an appropriate order of the
Court by which such receiver was appointed. A shareholder whose
shares are pledged shall be entitled to vote such shares until
the shares are transferred into the name of the pledgee, and
thereafter, the pledgee shall be entitled to vote the shares so
transferred. Shares of its own stock belonging to the
corporation or held by it in a fiduciary capacity shall not be
voted, directly or indirectly, at any meeting, and shall not be
counted in determining the total number of outstanding shares at
any given time. Redeemable shares are not entitled to vote
after notice of redemption is mailed to the holders 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.
2.11 Corporation's Acceptance of Votes
(a) If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a shareholder, the
corporation, if acting in good faith, is entitled to accept the
vote, consent, waiver, or proxy appointment and give it effect
as the act of the shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of its shareholder,
the corporation, if acting in good faith, is nevertheless
entitled to accept the vote, consent, waiver, or proxy
appointment and give it effect as the act of the shareholder if:
(1) the shareholder is an entity, as defined in the Act, 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, or proxy appointment;
(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 or
proxy appointment;
(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, or proxy
appointment; or
(5) the shares are held in the name of two or more persons as
co-tenants or fiduciaries and the name signed purports to be the
name of at least one of the co-owners and the person signing
appears to be acting on behalf of all the co-owners.
(c) The corporation is entitled to reject a vote, consent,
waiver, or proxy appointment 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.
(d) The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, or proxy appointment in good
faith and in accordance with the standards of this Section 2.11
are not liable in damages to the shareholder for the consequences
of the acceptance or rejection.
(e) Corporation action based on the acceptance or rejection of a
vote, consent, waiver, or proxy appointment under this section
is valid unless a court of competent jurisdiction determines otherwise.
2.12 Informal Action by Shareholders
Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more
written consents, setting forth the action so taken, shall be
signed by shareholders holding a majority of the shares entitled
to vote with respect to the subject matter thereof, unless a
"supermajority" vote is required by these Bylaws, in which case
a "supermajority" vote will be required. Such consent shall be
delivered to the corporation secretary for inclusion in the
minute book. A consent signed under this Section has the effect
of a vote at a meeting and may be described as such in any document.
2.13 Voting for Directors
Unless otherwise provided in the Articles of Incorporation,
directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a
quorum is present.
2.14 Shareholders' Rights to Inspect Corporate Records
Shareholders shall have the following rights regarding inspection
of 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 the shareholders or Board of Directors without a
meeting, and a record of all actions taken by a committee of the
Board of Directors in place of the Board of Directors on behalf
of the corporation. The corporation shall maintain appropriate
accounting records.
(b) Absolute Inspection Rights of Records Required at
Principal Office -If a shareholder gives the corporation written
notice of his demand at least five business days before the date
on which he wishes to inspect and copy, he, or his agent or
attorney, has the right to inspect and copy, during regular
business hours, any of the following records, all of which the
corporation is required to keep at its principal office:
(1) its Articles or restated Articles of Incorporation and all
amendments to them currently in effect;
(2) its Bylaws or restated Bylaws and all amendments to them
currently in effect;
(3) resolutions adopted by its Board of Directors creating one
or more classes or series of shares, and fixing their relative
rights, preferences and limitations, if shares issued pursuant to
the resolutions are outstanding;
(4) the minutes of all shareholders' meetings, and records of
all action taken by shareholders without a meeting, for the past
three years;
(5) all written communications to shareholders within the past
three years, including the financial statements furnished for the
past three years to the shareholders;
(6) a list of the names and business addresses of its current directors
and officers; and
(7) its most recent annual report delivered to the Nevada
Secretary of State.
(c) Conditional Inspection Right - In addition, if a shareholder
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 he wishes to inspect and copy, describes with reasonable
particularity is purpose and the records he desires to inspect,
and the records are directly connected to his purpose, a
shareholder of a corporation, or his duly authorized agent or
attorney, is entitled to inspect and copy, during regular
business hours at a reasonable location specified by the
corporation, any of the following records of the corporation:
(1) excerpts from minutes of any meeting of the Board of
Directors; records of any action of a committee of the Board of
Directors on behalf of the corporation; minutes of any meeting
of the shareholders; and records of action taken by the
shareholders or Board of Directors without a meeting, to the
extent not subject to inspection under paragraph (a) of this
Section 2.14;
(2) accounting records of the corporation; and
(3) the record of shareholders (compiled no earlier than the
date of the shareholder's demand)
(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, to be paid by the shareholder on terms set
by the corporation, covering the costs of labor and material
incurred in making copies of any documents provided to the
shareholder.
(e) "Shareholder" Includes Beneficial Owner - For purposes of
this Section 2.14, the term shareholder shall include a
beneficial owner whose shares are held in a voting trust or by a
nominee on his behalf.
2.15 Financial Statements Shall Be Furnished to the Shareholders.
(a) The corporation shall furnish its shareholders annual
financial statements, which may be consolidated or combined
statements of the corporation and one or more of its
subsidiaries, as appropriate, that include a balance sheet as
of the end of the fiscal year, an income statement for that year,
and a statement of changes in shareholders' equity for the year,
unless that information appears elsewhere in the financial
statements. If financial statements are prepared for the
corporation on the basis of generally accepted accounting
principles, the annual financial statements for the shareholders
must also be prepared on that basis.
(b) If the annual financial statements are reported upon by a
public accountant, his report must accompany them. If not, the
statements must be accompanied by a statement of the president or
the person responsible for the corporation's accounting records:
(1) stating his reasonable belief that the statements were
prepared on the basis of generally accepted accounting
principles and, if not, describing the basis of preparation; and
(2) describing any respects in which the statements were not
prepared on a basis of accounting consistent with the statements
prepared for the preceding year.
(c) A corporation shall mail the annual financial statements to
each shareholder within 120 days after the close of each fiscal
year. Thereafter, on written request from a shareholder who was
not mailed the statements, the corporation shall mail him the
latest financial statements.
2.16 Dissenters' Rights.
Each shareholder shall have the right to dissent from and obtain
payment for his shares when so authorized by the Act, Articles of
Incorporation, these Bylaws, or a resolution of the Board of
Directors.
2.17 Order of Business.
The following order of business shall be observed at all meetings
of the shareholders, as applicable and so far as practicable:
(a) Calling the roll of officers and directors present and
determining shareholder quorum requirements;
(b) Reading, correcting and approving of minutes of previous
meeting;
(c) Reports of officers;
(d) Reports of Committees;
(e) Election of Directors;
(f) Unfinished business;
(g) New business; and
(h) Adjournment.
ARTICLE 3.
BOARD OF DIRECTORS
3.1 General Powers.
Unless the Articles of Incorporation have dispensed with or
limited the authority of the Board of Directors by describing who
will perform some or all of the duties of a Board of Directors,
all corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation
shall be managed under the direction of the Board of Directors.
3.2 Number, Tenure and Qualification of Directors.
Unless otherwise provided in the Articles of Incorporation, the
authorized number of directors shall be not less than 1 (minimum
number) nor more than 9 (maximum number). The initial number
of directors was established in the original Articles of
Incorporation. The number of directors shall always be within
the limits specified above, and as determined by resolution
adopted by the Board of Directors. After any shares of this
corporation are issued, neither the maximum nor minimum number of
directors can be changed, nor can a fixed number be substituted
for the maximum and minimum numbers, except by a duly adopted
amendment to the Articles of Incorporation duly approved by a
majority of the outstanding shares entitled to vote. Each
director shall hold office until the next annual meeting of
shareholders or until removed. However, if his term expires, he
shall continue to serve until his successor shall have been
elected and qualified, or until there is a decrease in the number
of directors. Unless required by the Articles of Incorporation,
directors do not need to be residents of Nevada or shareholders
of the corporation.
3.3 Regular Meetings of the Board of Directors.
A regular meeting of the Board of Directors shall be held
without other notice than this Bylaw immediately after, and at
the same place as, the annual meeting of shareholders. The Board
of Directors may provide, by resolution, the time and place for
the holding of additional regular meetings without other
notice than such resolution (if permitted by Section 3.7, any
regular meeting may be held by telephone).
3.4 Special Meeting of the Board of Directors.
Special meetings of the Board of Directors may be called by or
at the request of the president or any one director. The person
or persons authorized to call special meetings of the Board of
Directors may fix any place, either within or without the State
of Nevada, as the place for holding any special meeting of the
Board of Directors or, if permitted by Section 3.7, any special
meeting may be held by telephone.
3.5 Notice of, and Waiver of Notice of, Special Meetings of the
Board of Directors.
Unless the Articles of Incorporation provide for a longer or
shorter period, notice of any special meeting of the Board of
Directors shall be given at least two days prior thereto, either
orally or in writing. If mailed, notice of any director meeting
shall be deemed to be effective at the earlier of: (1) when
received; (2) five days after deposited in the United States
mail, addressed to the director's business office, with postage
thereon prepaid; 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. Notice may also be given by facsimile and, in such
event, notice shall be deemed effective upon transmittal thereof
to a facsimile number of a compatible facsimile machine at the
director's business office. Any director may waive notice of any
meeting. Except as otherwise provided herein, the waiver must
be in writing, signed by the director entitled to the notice,
and filed with the minutes or corporate records. The attendance
of a director at a meeting shall constitute a waiver of notice of
such meeting, except where 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 his
arrival, objects to holding the meeting or transacting business
at the meeting, and does not thereafter vote for or assent to
action taken at the meeting. Unless required by the Articles of
Incorporation or the Act, neither the business to be transacted
at, nor the purpose of, any special meeting of the Board of
Directors need be specified in the notice or waiver of notice of
such meeting.
3.6 Director Quorum.
A majority of the number of directors fixed, pursuant to Section
3.2 of this Article 3, shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors,
unless the Articles of Incorporation or the Act require a
greater number for a quorum. Any amendment to this quorum
requirement is subject to the provisions of Section 3.8 of this
Article 3. Once a quorum has been established at a duly
organized meeting, the Board of Directors may continue to
transact corporate business until adjournment, notwithstanding
the withdrawal of enough directors to leave less than a quorum.
3.7 Actions By Directors.
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 or the Act require a greater percentage. Any
amendment which changes the number of directors needed to take
action is subject to the provisions of Section 3.8 of this
Article 3. 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. Minutes
of any such meeting shall be prepared and entered into the
records of the corporation. 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 or a committee of the Board of Directors when
corporate action is taken is deemed to have assented to the
action taken unless: (1) he objects at the beginning of the
meeting, or promptly upon his arrival, to holding it or
transacting business at the meeting; or (2) his dissent or
abstention from the action taken is entered in the minutes of the
meeting; or (3) he delivers written notice of his dissent or
abstention to the presiding officer of the meeting before its
adjournment or to the corporation within 24 hours after
adjournment of the meeting. The right of dissent or abstention
is not available to a director who votes in favor of the action
taken.
3.8 Establishing a "Supermajority" Quorum or Voting
Requirement for the Board of Directors.
For purposes of this Section 3.8, a "supermajority" quorum is a
requirement that more than a majority of the directors in office
constitute a quorum; and a "supermajority" voting requirement is
one which requires the vote of more than a majority of those
directors present at a meeting at which a quorum is present to be
the act of the directors. A Bylaw that fixes a supermajority
quorum or supermajority voting requirement may be amended or
repealed:
(1) if originally adopted by the shareholders, only by the
shareholders (unless otherwise provided by the shareholders); or
(2) if originally adopted by the Board of Directors, either by
the shareholders or by the Board of Directors. A Bylaw adopted
or amended by the shareholders that fixes a supermajority quorum
or supermajority voting requirement for the Board of Directors
may provide that it may be amended or repealed only by a
specified vote of either the shareholders or the Board of
Directors. Subject to the provisions of the preceding
paragraph, action by the Board of Directors to adopt, amend, or
repeal a Bylaw that changes the quorum or voting requirement for
the Board of Directors must meet the same quorum requirement and
be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be
adopted, whichever is greater.
3.9 Director Action Without a Meeting.
Unless the Articles of Incorporation 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 sign a written consent describing the action taken.
Such consents shall be filed with the records of the corporation.
Action taken by consent is effective when the last director
signs the consent, unless the consent specifies a different
effective date. A signed consent has the effect of a vote at a
duly noticed and conducted meeting of the Board of Directors and
may be described as such in any document.
3.10 Removal of Directors.
The shareholders 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 for cause. If cumulative voting
is not authorized, a director may be removed only if the number
of votes cast in favor of removal exceeds the number of votes
cast against removal.
3.11 Director Vacancies.
Unless the Articles of Incorporation provide otherwise, if a
vacancy occurs on the Board of Directors, excluding a vacancy
resulting from an increase in the number of directors, the
director(s) remaining in office shall fill the vacancy. If the
directors remaining in office constitute fewer than a quorum of
the Board of Directors, they may fill the vacancy by the
affirmative vote of a majority of all the directors remaining in
office. If a vacancy results from an increase in the number of
directors, only the shareholders may fill the vacancy. A
vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled by the Board
of Directors before the vacancy occurs, but the new director may
not take office until the vacancy occurs. The term of a
director elected to fill a vacancy expires at the next
shareholders meeting at which directors are elected; however, if
his term expires, he shall continue to serve until his successor
is elected and qualifies or until there is a decrease in the
number of directors.
3.12 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 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 other capacity and receiving
compensation therefore.
3.13 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 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.
(c) Required Procedures. Sections 3.4, 3.5, 3.6, 3.71 3.8 and
3.9 of this Article 3 apply to committees and their members.
(d) Authority. Unless limited by the Articles of Incorporation
or the Act, 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. Provided, however, a committee may not:
(1) authorize distributions to shareholders;
(2) approve or propose to shareholders any action that
the Act requires be approved by shareholders;
(3) fill vacancies on the Board of Directors or on any of its committees;
(4) amend the Articles of Incorporation;
(5) adopt, amend, or repeal Bylaws;
(6) approve a plan of merger not requiring shareholder approval;
(7) authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the Board of
Directors; or
(8) authorize or approve the issuance or sale, or contract for
sale of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares;
except that the Board of Directors may authorize a committee to
do so within limits specifically prescribed by the Board of
Directors.
ARTICLE 4.
OFFICERS
4.1 Designation of Officers.
The officers of the corporation shall be a president, a
secretary, and a treasurer, each of whom shall be appointed by
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. The same
individual may simultaneously hold more than one office in the
corporation.
4.2 Appointment and Term of Office.
The officers of the corporation shall be appointed by the Board
of Directors for a term as determined by the Board of Directors.
If no term is specified, they shall hold office until the first
meeting of the directors held after the next annual meeting of
shareholders. If the appointment of officers is not made at such
meeting, such appointment shall be made as soon thereafter as
is convenient. Each officer shall hold office until his
successor has been duly appointed and qualified, until his
death, or until he resigns or has been removed in the manner
provided in Section 4.3 of this Article 4. 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 termination of such term. Appointment of an
officer shall not of itself create any contract rights.
4.3 Removal of Officers.
Any officer 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.
4.4 President.
The president shall be the principal executive officer of the
corporation and, subject to the control of the Board of
Directors, shall generally supervise and control all of the
business and affairs of the corporation. He shall, when present,
preside at all meetings of the shareholders. He may sign, with
the secretary or any other proper officer of the corporation
thereunto duly authorized by the Board of Directors, certificates
for shares of the corporation 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. The president shall generally 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.
4.5 Vice-President.
If appointed, in the absence of the president or in the event of
the president's 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. A vice-president shall
perform such other duties as from time to time may be assigned to
him by the president or by the Board of Directors.
4.6 Secretary.
The secretary shall (a) keep the minutes of the proceedings of
the shareholders and of the Board of Directors in one or more
books provided for that purpose; (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 and, if there is a seal of the
corporation, see that it is affixed to all documents, the
execution of which on behalf of the corporation under its seal
is duly authorized; (d) when requested or required,
authenticate any records of the corporation; (e) keep a register
of the post office address of each shareholder, as provided to
the secretary by the shareholders; (f) sign with the president,
or a vice-resident, certificates for shares of the corporation,
the issuance of which has been authorized by resolution of the
Board of Directors; (g) have general charge of the stock transfer
books of the corporation; and (h) generally perform all duties
incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the
Board of Directors.
4.7 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 may be selected by the Board
of Directors; and (c) generally 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 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
duties in such sum and with such surety or sureties as the Board
of Directors shall determine.
4.8 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
has been authorized by a resolution of the Board of Directors.
The assistant treasurers shall respectively, 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, generally, shall perform such duties as may
be assigned to them by the secretary or the treasurer,
respectively, or by the president or the Board of Directors.
4.9 Salaries.
The salaries of the officers, if any, shall be fixed from time
to time by the Board of Directors.
ARTICLE 5.
INDEMNIFICATION OF DIRECTORS, OFFICERS,
AGENTS, AND EMPLOYEES
5.1 Indemnification of Officers. Directors Employees and Agents.
Unless otherwise provided in the Articles of Incorporation, the
corporation shall indemnify any individual made a party to a
proceeding because he is or was an officer, director, employee or
agent of the corporation against liability incurred in the
proceeding, all pursuant to and consistent with the provisions of
NRS 78.751, as amended from time to time.
5.2 Advance Expenses for Officers and Directors.
The expenses of officers and directors incurred in defending
a civil or criminal action, suit or proceeding shall be paid by
the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, but only after
receipt by the corporation of an undertaking by or on behalf of
the officer or director on terms set by the Board of Directors,
to repay the expenses advanced if it is ultimately determined by
a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation.
5.3 Scope of Indemnification.
The indemnification permitted herein is intended to be to the
fullest extent permissible under the laws of the State of Nevada,
and any amendments thereto.
ARTICLE 6.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 Certificates for Shares.
(a) Content. Certificates representing shares of the
corporation shall at minimum, state on their face the name of
the issuing corporation; that the corporation is formed under the
laws of the State of Nevada; the name of the person to whom
issued; the certificate number; class and par value of shares;
and the designation of the series, if any, the certificate
represents. The form of the certificate shall be as determined
by the Board of Directors. Such certificates shall be signed
(either manually or by facsimile) by the president or a vice-
president and by the secretary or an assistant secretary and may
be sealed with a corporate seal or a facsimile thereof. Each
certificate for shares shall be consecutively numbered or
otherwise identified.
(b) Legend as to Class or Series. If the corporation is
authorized to issue different classes of shares or different
series within a class, the designations, relative rights,
preferences, and limitations applicable to each class and the
variations in rights, preferences, and limitations determined
for each series (and the authority of the Board of Directors to
determine variations for future series) must be summarized on
the front or back of the certificate indicating 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 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 certificate, a new one
may be issued therefore upon such terms as the Board of Directors
may prescribe, including indemnification of the corporation and
bond requirements.
6.2 Registration of the 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 share certificate 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.
6.3 Restrictions on Transfer of Shares Permitted.
The Board of Directors 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
restriction. A restriction on the transfer or registration of
transfer of shares may be authorized:
(a) to maintain the corporation's status when it is dependent on
the number or identity of its shareholders;
(b) to preserve exemptions under federal or state securities
law; or
(c) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of
shares
may:
(a) obligate the shareholder first to offer the corporation or
other persons (separately, consecutively, or simultaneously)
an opportunity to acquire the restricted shares;
(b) obligate the corporation or other persons (separately,
consecutively, or simultaneously) to acquire the restricted
shares;
(c) require the corporation, the holders or any class of its
shares, or another person to approve the transfer of the
restricted shares, if the requirement is not manifestly
unreasonable; or
(d) prohibit the 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 6.3 and its existence is noted conspicuously on the
front or back of the certificate. Unless so noted, a restriction
is not enforceable against a person without knowledge of the
restriction.
6.4 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 reissue of shares acquired
by the corporation, the number of authorized shares is 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 (if permitted by the Act). The amendment must be
delivered to the Secretary of State and must set forth:
(a) the name of the corporation;
(b) the reduction in the number of authorized shares,
itemized by class and series; and
(c) the total number of authorized shares, itemized by class and
series, remaining after reduction of the shares.
ARTICLE 7.
DISTRIBUTIONS
7.1 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.
ARTICLE 8.
CORPORATE SEAL
8.1 Corporate Seal
The Board of Directors may adopt 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 9.
EMERGENCY BYLAWS
9.1 Emergency Bylaws.
Unless the Articles of Incorporation provide otherwise, the
following provisions shall be effective during an emergency,
which is defined as a time when a quorum of the corporation's
directors cannot be readily assembled because of some
catastrophic event. During such emergency:
(a) Notice of Board Meetings. Any one member of the Board of
Directors or any one of the following officers: president, any
vice-president, secretary, or treasurer, may call a meeting of
the Board of Directors. Notice of such meeting need be given
only to those directors whom it is practicable to reach, and may
be given in any practical manner, including by publication
and radio. Such notice shall be given at least six hours prior
to commencement of the meeting.
(b) Temporary Directors and Quorum. One or more officers of the
corporation present at the emergency board meeting, as is
necessary to achieve a quorum, shall be considered to be
directors for the meeting, and shall so serve in order of rank,
and within the same rank, in order of seniority. In the event
that less than a quorum (as determined by Section 3.6 of
Article 3) of the directors are present (including any officers
who are to serve as directors for the meeting), those directors
present (including the officers serving as directors) shall
constitute a quorum.
(c) Actions Permitted To Be Taken. The Board of Directors, as
constituted in paragraph (b), and after notice as set forth in
paragraph (a), may:
(1) Officers' Powers. Prescribe emergency powers to any officer
of the corporation;
(2) Delegation of Any Power. Delegate to any officer or
director, any of the powers of the Board of Directors;
(3) Lines of Succession. Designate lines of succession of
officers and agents, in the event that any of them are unable to
discharge their duties;
(4) Relocate Principal Place of Business. Relocate the
principal place of business, or designate successive or
simultaneous principal places of business;
(5) All Other Action. Take any other action which is
convenient, helpful, or necessary to carry on the business of the
corporation.
ARTICLE 10.
AMENDMENTS
10.1 Amendments
The Board of Directors may amend or repeal the corporation's
Bylaws unless:
(a) the Articles of Incorporation or the Act reserve this power
exclusively to the shareholders, in whole or part; or
(b) the shareholders, in adopting, amending, or repealing a
particular Bylaw, provide expressly that the Board of Directors
may not amend or repeal that Bylaw; or
(c) the Bylaw either establishes, amends or deletes a
"supermajority" shareholder quorum or voting requirement, as
defined in Section 2.8 of Article 2.
Any amendment which changes the voting or quorum requirement for
the Board of Directors must comply with Section 3.8 of
Article 3, and for the shareholders, must comply with Section 2.8
of Article 2. The corporation's shareholders may also amend or
repeal the corporation's Bylaws at any meeting held pursuant to
Article 2.
CERTIFICATE OF THE SECRETARY
I hereby certify that I am the Secretary of ECLIPSE
ENTERTAINMENT GROUP, INC. and that the foregoing Bylaws,
consisting of twenty-nine (29) pages, constitutes the Code of
ECLIPSE ENTERTAINMENT GROUP, INC. as duly adopted by the Board of
Directors of the corporation on this 29th day of January, 1997.
IN WITNESS WHEREOF, I have hereunto subscribed my name this
29th day of January, 1997.
/s/ Brent Nelson
Brent Nelson, Secretary of the Corporation
