Exhibit 2
Form 10-SB
Water Petroleum & Environmental Technologies Company
BYLAWS
OF
WATER PETROLEUM & ENVIRONMENTAL TECHNOLOGIES COMPANY
a for profit corporation
Effective As Of April 24, 1997,
the date of Incorporation
New Elements and Derivatives Copyright 1994 and 1995
JAMES R. LEONE
Attorney at Law
JAMES R. LEONE & ASSOC., P.A.
452 Osceola Street, Suites 211-213
Altamonte Springs, FL 32701
TEL: (407) 831-1255
FAX: (407) 831-3573
P.O. Box 948202
Maitland, Florida 32794-8202
Licensed to the parties for the purposes indicated herein, and to
any person for storage and reproduction as is, complete or partial
with Copyright notice.
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TABLE OF CONTENTS
Section 1. MEETINGS OF SHAREHOLDERS 1
Section 1A. Annual Meeting 1
Section 1B. Special Meetings 1
Section 1C. Place 1
Section 1D. Notice 1
Section 1E. Notice of Adjourned Meetings 1
Section 1F. Closing of Transfer Books and Fixing Record Date 2
Section 1G. Voting Record 2
Section 1H. Shareholder Quorum and Voting 2
1H(1) Quorum Of Shares 2
1H(2) Majority Vote, In General 3
Section 1I. Voting of Shares 3
1I(1) Votes Per Share 3
1I(2) Treasury And Other Shares Controlled By
Corporation Are Not Outstanding 3
1I(3) Voting By Proxy 3
1I(4) Election Of Directors; Cumulative Voting If
Authorized 3
1I(5) Voting By Other Corporation As Shareholder 3
1I(6) Voting By Certain Fiduciaries 3
1I(7) Voting By Receiver 4
1I(8) Voting Of Pledged Shares 4
11(9) Redeemed Shares 4
Section 1J. Proxies 4
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Section 1K Voting Trusts 4
Section IL. Shareholders' Agreements 5
Section 1M. Action by Shareholders Without a Meeting 5
Section 1N. Waiver of Notice of Meetings of Shareholders 5
Section 2. DIRECTORS 5
Section 2A. Function 5
Section 2B. Qualification 5
Section 2C Compensation 6
Section 2D. Duties of Directors 6
Section 2E. Presumption of Assent 6
Section 2F. Number Of Directors 6
Section 2G. Election and Term 6
Section 2H. Vacancies 7
Section 2I. Removal of Directors 7
Section 2J. Quorum and Voting 7
Section 2K. Director Conflicts of Interest 7
Section 2L. Executive and Other Committees 8
Section 2M. Place of Meetings 8
Section 2N. Time, Notice and Call of Meetings 8
Section 2O. Action Without a Meeting 9
Section 3. OFFICERS 9
Section 3A. Officers 9
Section 3B. Duties 10
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Section 3C. Corporate Checks 10
Section 3D. Removal of Officers 10
Section 4. STOCK CERTIFICATES 11
Section 4A. Issuance 11
Section 4B. Form 11
Section 4C. Transfer of Stock 11
Section 4D. Lost, Stolen, or Destroyed Certificates 11
Section 5. BOOKS AND RECORDS 12
Section 5A. Books and Records 12
Section 5B. Shareholders' Inspection Rights 12
Section 5C. Financial Information 12
Section 6. DIVIDENDS . 13
Section 7. CORPORATE SEAL 14
Section 8. FISCAL YEAR . 14
Section 9. INDEMNIFICATION OF DIRECTORS AND OFFICERS 14
Section 10. AMENDMENT OF ARTICLES AND BYLAWS; SALE OF ASSETS,
MERGER, AND THE LIKE 14
Section 10A. General Amendment of Articles, Sale of Assets,
Merger and the Like 14
Section 10B. General Amendment of Bylaws 15
Section 10C. Amendment of Articles or Bylaws for
Supermajority Quorum or Vote Requirement-.
Delayed Repeal of This Provision 15
Section 11. CHECK, PETTY CASH AND OTHER ACCOUNT SIGNATURES 15
OFFICER'S CERTIFICATE OF AUTHENTICITY 16
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BYLAWS
OF
WATER PETROLEUM & ENVIRONMENTAL TECHNOLOGIES COMPANY
a for profit corporation
Section 1. MEETINGS OF SHAREHOLDERS
Section 1A Annual Meeting. The annual meeting of the
shareholders of WATER PETROLEUM & ENVIRONMENTAL TECHNOLOGIES
COMPANY shall be held within four months after the close of the
fiscal year at the principal executive offices of the corporation,
or at any other lawful time and place designated by the Board of
Directors of the corporation. Business transacted at the annual
meeting shall include the election of directors of the
corporation.
Section 1B. Special Meetings. Special meetings of the
shareholders shall be held when directed by the Board of
Directors, or the Chairman of the Board of Directors, or when
requested to the Secretary in writing(s) describing the purpose(s)
thereof, signed and dated by the holders of not less than ten
percent of all the shares entitled to vote on any issue proposed
to be considered at the meeting. A meeting requested by
shareholders shall be called for a date not less than ten nor more
than sixty after the request is made, unless the shareholders
requesting the meeting designate a later date. call for the
meeting shall be issued by the Secretary, unless the Chairman,
Board of Directors, or )* shareholders requesting the meeting
shall designate another person to do so.
Section 1C. Place. Meetings of shareholders may be held
within the State of Massachusetts.
Section 1D. Notice. Written notice stating the place, day and
hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be
delivered not less than ten nor more than sixty days before the
meeting, either personally or by first class mail by or at the
direction of the Chairman, the Secretary, or the officer or
persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his or her address as it appears
on the stock transfer books of the corporation, with postage
thereon prepaid.
Section 1E. Notice of Adjourned Meeting. When a meeting is
adjourned to another time or
place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted
that might have been transacted on the original date of the
meeting. If, however, after the adjournment the Board of Directors
fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this section to
each shareholder of record on the new record date who is entitled
to vote at such meeting.
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Section 1F. Closing of Transfer Book and Fixing Record Date.
For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment
thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other
purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not to
exceed, in any case, thirty days.
In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any
determination of shareholders, such date in any case to be not
more than * days and, in case of a meeting of shareholders, not
less than ten days prior to the date on which the particular
action requiring such determination of shareholders is to be
taken.
If the stock transfer books are not dosed and no record date
is fixed for the determination of shareholders entitled to notice
or to vote at a meeting of shareholders, the date on which notice
of the meeting is mailed or the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of
shareholders.
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 for the adjourned
meeting.
Section 1G. Voting Record. The officers or agent having
charge of the stock transfer books for shares of the corporation
shall make, at least ten days before each meeting of shareholders,
a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, with the address of each, and
the number and claw and series, if any, of shares held by each.
The list, for a period of ten days prior to such meeting, shall be
kept on file at the registered office of the corporation, at the
principal place of business of the corporation, or at the office
of the transfer agent or registrar of the corporation, and any
shareholder shall be entitled to inspect the list at any time
during usual business hours. The list shall also be produced and
kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder at any time during
the meeting. This section shall not apply unless the corporation
has at least six (6) shareholders.
If the requirements of this section have not been
substantially complied with, the meeting, on demand of any
shareholder in person or by proxy, shall be adjourned until the
requirements are complied with. If no such demand is made, failure
to comply with the requirements of this section shall not affect
the validity of any action taken at such meeting.
Section 1H. Shareholder Quorum and Voting
1H(1) Quorum Of Shares. Unless otherwise provided in the
articles of incorporation, a majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. When a specified item of business is
required to be voted on by a class or series of stock, a majority
of the shares of such class or series shall constitute a quorum
for the transaction of such item of business by that class or
series.
1H(2) Majority Vote, In General. If a quorum is present, the
affirmative vote of a
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majority of the shares represented at the meeting and entitled to
vote on the subject matter shall be the act of the shareholders
unless otherwise provided by law or the articles of incorporation.
See 'Voting Of Shares', Section 1I herein.
After a quorum has been established at a shareholders'
meeting, the subsequent withdrawal of shareholders, so as to
reduce the number of shareholders entitled to vote at the meeting
below the number required for a quorum, shall not affect the
validity of any action taken at the meeting or any adjournment
thereof.
Section 1I. Voting of Shares.
1I(1) Votes Per Share. Except as provided by law or the
articles of incorporation, each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders.
1I(2) Treasury And Other Shares Controlled By Corporation Are
Not Outstanding Treasury shares, and shares of this corporation
owned by another corporation, domestic or foreign, a majority of
the shares entitled to vote for the directors of which is directly
or indirectly owned by this corporation, shall not be counted in
determining the total number of outstanding shares at any given
time. However, the corporation may vote shares held by it in a
fiduciary capacity.
1I(3) Voting By Proxy. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his
or her duly authorized attorney-in-fact. (See 'Proxies", Section
1J herein.)
1I(4) Election Of Directors; Cumulative Voting If Authorized.
Unless the articles of incorporation provide otherwise, directors
are elected by a plurality. If cumulative voting is provided for
in the articles of incorporation, then at each election for
directors every shareholder entitled to vote cumulatively at such
election shall have the right to vote multiply the number of votes
by the number of directors for whom entitled to vote, to be
allocated among one or more of them. Provisions for removal of
directors are described in 'Removal Of Directors", Section 21
herein.
1I(5) Voting By Other Corporation As Shareholder. Shares
standing in the name of another corporation, domestic or foreign,
may be voted by the officer, agent, or proxy designated by the
bylaws of the corporate shareholder; or, in the absence of any
applicable provision, by such person as the board of directors of
the corporate shareholder may designate. Proof of such designation
may be made by presentation of a certified copy of the bylaws or
other instrument of the corporate shareholder. In the absence of
any such designation, or in case of conflicting designation by the
corporate shareholder, then the chairman of the board, president,
any vice president, secretary or treasurer of the corporate
shareholder, in that order, shall be presumed to be fully
authorized to vote such shares.
1I(6) Voting By Certain Fiduciaries. Shares held by an
administrator, executor, guardian, personal representative, or
conservator may be voted by him or her, either in person or by
proxy, without a transfer of such shares into his or her name.
Shares standing in the name of a trustee may
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be voted by the trustee, either in person or by proxy, but no
trustee shall be entitled to vote shares held by the trustee
without a transfer of such shares into his or her name. However, a
fiduciary may direct the votes of its nominee. (See 'Voting
Trusts", Section 111, and "Shareholders' Agreements", Section M,
herein.)
1I(7) Voting By Receiver. Shares held by or under the control
of a receiver, a trustee in bankruptcy proceedings, or an assignee
for the benefit of creditors, may be voted by him or her without
the transfer thereof into his or her name.
11(8) Voting Of Pledged Shares. A shareholder whose shares
are pledged shall be entitled to vote such shares until the shares
have been transferred into the name of the pledgee, and thereafter
the pledgee or his or her nominee shall be entitled to vote the
shares so transferred.
1I(9) Redeemed Shares. On and after the date on which written
notice of redemption of redeemable shares has been mailed to the
holders thereof and a sum sufficient to redeem such shares has
been deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to the
holders thereof upon surrender of certificates therefor, such
shares shall not be entitled to vote on any matter and shall not
be deemed to be outstanding shares.
Section 1J Proxies. (See 'Voting By Proxy", Section UM
herein.) Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting,
or a shareholder's duly authorized attorney-in-fact, may authorize
another person or persons to act for him by proxy. Every proxy
must be signed by the shareholder or his or her attorney-in-fact.
No proxy shall be valid after the expiration of eleven months from
the date thereof unless otherwise provided in the proxy. Every
proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise provided by law. The authority
of the holder of a proxy to act shall not be revoked by the death
or incompetence of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of such death or
of an adjudication of such incompetence is received by the
corporate officer responsible for recording the actions of
shareholders.
If a proxy for the same shares confers authority upon two or
more persons and does not otherwise provide, a majority of them
present at the meeting, or if only one is present then that one,
may exercise all the powers conferred by the proxy, but if the
proxy holders present at the meeting are equally divided as to the
right and manner of voting in any particular case, the voting of
such shares shall be prorated.
If a proxy expressly provides, any proxy holder may appoint
in writing a substitute to act in his or her place.
Section 1K, Voting Trusts. Any number of shareholders of this
corporation may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or
otherwise represent their shares, as provided by law. Where the
counterpart of a voting trust agreement and the copy of the record
of the holders of voting trust certificates has been deposited
with the corporation as provided by law, such documents shall be
subject to the same right of examination by a shareholder of the
corporation, in person or by agent or attorney, as are the books
and records of the corporation, and such counterpart and such copy
of such record shall be subject to
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examination by any holder of record of voting trust certificates,
either in person or by agent or attorney, at any reasonable time
for any proper purpose. (See 'Voting By Certain Fiduciaries",
Section 11(6) herein.)
Section 1L. Shareholders' Agreements. Two or more
shareholders may enter an agreement
providing for the exercise of voting rights in the manner provided
in the agreement or relating to any phase of the affairs of the
corporation, to the extent permitted by law. Nothing therein shall
impair the right of this corporation to treat the shareholders of
record as entitled to vote the shares standing in their names.
Section 1M. Action by Shareholders Without a Meeting. Any
action required or permitted by law to be taken at an annual or
special meeting of shareholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed and dated by
the holders of outstanding stock having not less than the minimum
number of votes with respect to each voting group that would be
necessary to authorize or take such action at a meeting at which
all voting groups and shares entitled to vote thereon were present
and voted. If any class of shares is entitled to vote thereon as a
class, such written consent shall be required of the holders of
the shares of each class of shares entitled to vote thereon.
Within ten days after obtaining such authorization by written
consent, notice must be given to those shareholders not entitled
to vote or who have not consented in writing. The notice shall,
fairly summarize the material features of the authorized action
and, if the action be such for which dissenters rights are
provided by law, the notice shall contain a clear statement of the
right of shareholders dissenting therefrom to be paid the fair
value of their shares upon compliance with further provisions of
the law regarding the rights of dissenting shareholders.
Section 1N. Waiver of Notice of Meetings of Shareholders.
Notice of a meeting of the
shareholders need not be given to any shareholder who signs a
Waiver of Notice either before or after the meeting. Attendance of
a shareholder at a meeting shall, constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of
the meeting, the time of the meeting, or the manner in which it
has been called or convened, except when a shareholder states, at
the beginning of the meeting, any objection to the transaction of
business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the shareholders need be
specified in any written Waiver of Notice of such meeting.
Section 2. DIRECTORS
Section 2A. Function. 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.
Section 2B. Qualification. Directors need not be residents of
this state or shareholders of this corporation.
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Section 2C. Compensation. The Board of Directors shall have
authority to fix the compensation 40 directors.
Section 2D. Duties of Directors. A director shall perform the
duties of a director in good faith, including any duties as a
member of any committee of the board upon which serving. and in a
manner reasonably believed to be in the best interests of the
corporation, and with such care as an ordinarily prudent person in
a like position would use under similar circumstances.
In performing his or her duties, a director shall be entitled
to rely on information, opinion--, reports or statements,
including financial statements and other financial data, in each
case prepared or presented by:
(a) one or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent in
the matters presented,
(b) counsel, public accountants or other persons as to
matters which the director reasonably believes to be within such
person's professional or expert competence, or
(c) a committee of the board upon which the director does not
serve, duly designated in accordance with a provision of the
articles of incorporation or the bylaws, as to matters within its
designated authority, which committee the director reasonably
believes to merit confidence.
A director shall not be considered to be acting in good faith
if he or she has knowledge concerning the matter in question that
would cause such reliance described above to be unwarranted. A
person who performs duties in compliance with this section shall
have no liability by reason of being or having been a director of
the corporation
Section 2E. Presumption of Assent. A director of the
corporation who is present at a meeting of its Board of Directors
at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless voting against such
action or abstaining from voting in respect thereto.
Section 2F. Number of Directors. The number of directors of
WATER PETROLEUM & ENVIRONMENTAL TECHNOLOGIES COMPANY may be up to
FIVE (5), including any Provisional Director(s), who will serve
only in case of deadlock. The number of directors may be increased
or decreased from time to time by amendment to these bylaws, but
not to less than one. No decrease shall have the effect of
shortening the term of any incumbent director. Any change in the
number of directors in any resolution by shareholders or (when
permitted by law) by directors shall be deemed an amendment to
these bylaws to reflect the change.
Section 2G. Election and Term. Each person named in the
articles of incorporation as a member of the initial board of
directors shall hold office until the first annual meeting of
shareholders, and until his or her successor shall have been
elected and qualified, or until his or her earlier resignation,
removal from office or death. At the first annual meeting of
shareholders and at each annual meeting thereafter the
shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the
term for which elected and until
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his or her successor shall have been elected and qualified or
until his or her earlier resignation, removal from office 'or
death.
Section 2H. Vacancies. Any vacancy occurring in the Board of
Directors, including any vacancy created by reason of an increase
in the number of directors, may be filled by the affirmative vote
of a majority of the remaining directors though less than a quorum
of the Board of Directors. A director elected to fill a vacancy
shall hold office only until the next election of directors by the
shareholders.
Section 2I. Removal of Directors. At a meeting of
shareholders called expressly for that purpose, any director or
the entire Board of Directors may be removed, with or without
cause, by vote of the holders of a majority of outstanding shares
then entitled to vote at any election of such directors, but a
director may not be removed if the votes against his or her
removal would suffice to elect him or her.
Section 2J. Quorum and Voting. A majority of the number of
directors fixed by these bylaws shall constitute a quorum for the
transaction of business. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act
of the Board of Directors, except as otherwise specified.
Section 2K Director Conflicts of Interest. No contract or
other transaction between this corporation and one or more of its
directors or any other corporation, firm, association or entity in
which one or more of the directors are directors or officers or
are financially interested, shall be either void or voidable
because of such relationship or interest or because such director
or directors are present at the meeting of the Board of Directors
or a committee thereof which authorizes, approves or ratifies such
contract or transaction or because his or her or their votes are
counted for such purpose, if.
(a) The fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes,
approves or ratifies the contract or transaction by a vote or
consent sufficient for the purpose without counting the votes or
consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or
known to the shareholders entitled to vote and they authorize,
approve or ratify such contract or transaction by vote or written
consent; or
(c) The contract or transaction is fair and reasonable as to
the corporation at the time it is authorized by the board, a
committee or the shareholders.
Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or
a committee thereof which authorizes, approves or ratifies such
contract or transaction.
Section 2L. Executive and Other Committees. The Board of
Directors, by resolution adopted by a majority of the full Board
of Directors may designate from among its members an executive
committee d one or more other committees each of which, to the
extent provided in such
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resolution., shall have and may exercise all the authority of the
Board of Directors, except that no committee shall have the
authority to:
(a) approve or recommend to shareholders actions or proposals
required by law to be approved by shareholders,
(b) designate candidates for the office of director, for
purposes of proxy solicitation or otherwise,
(c) fill vacancies on the Board of Directors or any committee
thereof,
(d) amend the bylaws,
(e) authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the Board of
Directors, or
(f) authorize or approve the issuance or sale of, or any
contract to issue or sell, shares or designate the terms of a
series of a class of shares, except that the Board of Directors,
having acted regarding general authorization for the issuance or
sale of shares, or any contract therefor, and, in the case of a
series, the designation thereof, may, pursuant to a general
formula or method specified by the Board of Directors, by
resolution or by adoption of a stock option or other plan,
authorize a committee to fix the term of any contract for the sale
of the shares and to fix the terms upon which such shares may be
issued or sold, including, without limitation, the price, the rate
or manner of payment of dividends, provisions for redemption,
sinking fund, conversion, voting or preferential rights, and
provisions for other features of a class of shares, or-a series of
a class of shares, with full power in such committee to adopt any
final resolution setting forth all terms of a series for filing
with the Department of State.
The Board of Directors, by resolution adopted in accordance
with this section, may designate one or more directors as
alternate members of any such committee, who may act in the place
and stead of any absent member or members at any meeting of such
committee.
Section 2M. Place of Meetings. Regular and special meetings
by the Board of Directors are to be held at the Company's offices
or may be held within or without the State of Nevada.
Section 2N. Time, Notice and Call of Meetings. Regular
meetings of the Board of Directors shall be those held at
specified times and places pursuant to approval of the Board of
Directors. Written notice of the time and place of regular or
special meetings of the Board of Directors shall be given to each
director by either personal delivery, telegram or cablegram or fax
at least two days before the meeting or by notice mailed to the
director at least five days before the meeting. In addition to any
other regular meetings, a regular meeting of the Board of
Directors shall be held, without other notice than this by-law,
immediately after and at the same place as the annual meeting of
shareholders.
Notice of a meeting of the Board of Directors need not be
given to any director who signs a waiver of notice either before
or after the meeting. Attendance of a director at a meeting shall
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constitute a waiver of notice of such meeting and waiver of any
and all objections to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting,
any objection to the transaction of business because the meeting
is not lawfully called or convened.
Neither the business to be translated at, nor the purpose of,
any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the Board of Directors to
another time and place. Notice of any such adjourned meeting shall
be given to the directors who were not present at the time of the
adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other
directors.
Meetings of the Board of Directors may be called by the
Chairman of the Board, by the President of the corporation, or by
a majority of directors.
Members of the Board of Directors may participate in a
meeting of such board by means of a conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at
a meeting.
Section 2O. Action Without a Meeting. Any action required to
be taken at a meeting of the directors of a corporation, or any
action which may be taken at a meeting of the directors or a
committee thereof, may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, signed by all of
the directors, or all the members of the committee, as the case
may be, is filed in the minutes of the proceedings of the board or
of the committee. Such consent shall have the same effect as a
unanimous vote.
Section 3. OFFICERS
Section 3A. Officers. The officers consist of a chairman of
the board of directors, a president, one or more vice presidents
(if desired), a secretary, and a treasurer. Each officer shall be
selected by the Board of Directors, and shall serve until his or
her successor is chosen and qualifies. Such other officers and
assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Directors from time to time.
Any two or more offices may be held by the same person. The
failure to elect a president, secretary or treasurer shall not
affect the existence of this corporation.
Section 3B. Duties. The officers have the following duties:
The chairman may call, give notice of and preside at all
meetings of shareholders, shall execute all contracts not lesser
in size or importance than indicated by board resolution, and
shall otherwise provide guidance and directions to other officers
and agents.
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The president shall have general and active management of all
business and affairs, subject to the directions of the chairman,
shall preside at all meetings of the shareholders (unless the
chairman is present) and shall preside at all meetings of the
board (unless the chairman is present).
One or more vice presidents may be elected, with such duties
as the board may determine by resolution.
The secretary shall have custody of, and maintain, all
corporate records except financial records; shall prepare the
minutes of meetings of the shareholders and board and authenticate
records of the corporation, or any replacement statute; send
notices of meetings not otherwise sent; and perform such duties as
may be prescribed by the board.
The treasurer shall be responsible for the custody of the
corporate funds and financial records, shall keep full and
accurate accounts of receipts and disbursements, and render
accounts thereof at the annual meetings of shareholders and when
required by the chairman or the president, and shall perform such
other duties as may be prescribed by the board.
Section 3C. Corporate Checks. Reference is made to "Check,
Petty Cash And Other Account Signatures", Section 11 herein.
Section 3D. Removal of Officers. Any officer or agent elected
or appointed by the Board of Directors may be removed by the board
whenever in its judgment the best interests of the corporation
will be served thereby.
Any officer or agent selected by the shareholders may be
removed only by vote of the shareholders, unless the shareholders
shall have authorized the directors to remove such officer or
agent. Any vacancy, however occurring, in any office may be filled
by the Board of Directors, unless the bylaws shall have expressly
reserved such power to the shareholders.
Removal of any officer shall be without prejudice to the
contract rights, if any, of the person so removed; however,
election or appointment of an officer or agent shall not of itself
create contract rights
Section 4A Issuance. Every holder of stock in this
corporation shall be entitled, to the extent (if any) provided by
law, to have a certificate, representing all shares to which he or
she is entitled. No certificate shall be issued for any share
until such share is fully paid.
Section 4B. Form. Certificates representing shares in this
corporation shall be signed by the chairman or president and the
secretary and may be sealed with the seal of this corporation or a
facsimile thereof. The signatures may be facsimiles if the
certificate is manually signed on behalf of a transfer agent or a
registrar, other than the corporation itself or an employee of the
corporation. In case any officer who signed or whose facsimile
signature has been placed upon such certificate shall have ceased
to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he or she
were such officer at the date of its issuance.
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If this corporation is authorized to issue shares of more
than one class or more than one series of any class, every
certificate representing shares issued by this corporation shall
set forth or fairly summarize upon the face or back of the
certificate, or shall state that the corporation will furnish to
any shareholder upon request and without charge a full statement
of, the designations, relative rights, preferences, and
limitations of the shares of each class or series authorized to be
issued, and the variations in the relative rights, preferences and
limitations between the shares of each series so far as the same
have been fixed and determined, and the authority of the Board of
Directors to fix and determine variations for future series.
Every certificate representing shares which are restricted as
to the sale, disposition or other transfer of such shares shall
state that such shares are restricted as to transfer and shall set
forth or fairly summarize upon the certificate, or shall state
that the corporation will furnish to any shareholder upon request
and without charge a full statement of, such restrictions.
Each certificate representing shares shall state upon the
face thereof- the name of the corporation; that the corporation is
organized under the laws of the State of Nevada; the name of the
person to whom issued; the number and class of shares, and the
designation of the series, if any, which such certificate
represents.
Section 4C. Transfer of Stock. Transfer of shares of the
corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to
transfer, or by his or her attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary of the
corporation, and on surrender for cancellation of the certificate
of such shares. 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, except as otherwise provided by
law or the articles of incorporation.
Section 4D. Lost, Stolen, or Destroyed Certificates. The
corporation shall issue a new stock certificate in the place of
any certificate previously issued if the holder of record of the
certificate (a) makes proof in affidavit form that it has been
lost, destroyed or wrongfully taken; (b) requests the issue of a
new certificate before the corporation has notice that the
certificate has been acquired by a purchaser for value in good
faith and without notice of any adverse claim; (c) gives bond in
such form as if the corporation may direct to indemnify the
corporation, the transfer agent, and registrar against any claim
that may be made on account of the alleged loss, destruction, or
theft of a certificate; and (d) satisfies any other reasonable
requirements imposed by the corporation.
Section 5. BOOKS AND RECORDS
Section 5A- Books and Records. This corporation shall keep
correct and complete books and records of account and shall keep
minutes of the proceedings of its shareholders, board of directors
and committees of directors.
This corporation shall keep at its registered office or
principal place of business, or at the office of its transfer
agent or registrar, a record of its shareholders, giving the names
and addresses of all shareholders, and the number, class and
series, if any, of the shares held by each.
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Any books, records and minutes may be in written form or in
any other form capable of being converted into written form within
a reasonable time.
Section 5B. Shareholders' Inspection Rights. Any person who
shall have been a holder of record of shares or of voting trust
certificates therefor at least six months immediately preceding
his or her demand or shall be the holder of record of, or the
holder of record of voting trust certificates for, at least five
percent of the outstanding shares of any class or series of the
corporation, upon written demand stating the purpose thereof,
shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times, for any proper purpose
its relevant books and records of accounts, minutes and records of
shareholders, and to make extracts therefrom.
Section 5C. Financial Information. Unless otherwise provided
by a resolution of the shareholders, not later than four months
after the close of each fiscal year, this corporation shall
prepare a balance sheet showing in reasonable detail the financial
condition of the corporation as of the close of its fiscal year,
and a profit and loss statement for the operating results in that
year, and promptly send a copy to each shareholder.
Upon the written request of any shareholder or holder of
voting trust certificates for shares of the corporation, the
corporation shall mail to such shareholder or holder of voting
trust certificates a copy of the most recent such balance sheet
and profit and loss statement.
The balance sheets and profit and loss statements shall be
filed in the registered office of the corporation in this state,
shall be kept for at least five years, and shall be subject to
inspection during business hours by any shareholder or holder of
voting trust certificates, in person or by agent.
Section 7. CORPORATE SEAL
The Board of Directors may provide a corporate seal which
shall have inscribed thereon the name of the corporation and such
other words and figures and in such design as may be prescribed by
the Board of Directors, and may be facsimile, engraved, printed,
or an impression, or other type seal. Absent such provision, the
name (or an indication of the name) of the corporation, however
affixed, shall constitute the corporate seal.
Section 8. FISCAL YEAR
The fiscal year of the corporation shall, by resolution, be
determined by the Board of Directors.
Section 9. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each director or officer (including heirs, executors and
administrators), whether or not then in office, shall be
indemnified by the corporation to the fullest extent permitted by
the then current provisions of applicable law at the time
indemnification is paid, except that the following terms shall
apply unless the Board for good cause determines otherwise. Each
such person shall be indemnified in such other or further respects
as the-Board may determine, in connection with or arising out of
the matters in which involved by reason of being or having been a
director or officer
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of the corporation or acting in another capacity for the
corporation while holding such position(s), except for gross
negligence or willful misconduct. Indemnification as to any of the
foregoing may include the cost of reasonable settlements (other
than amounts paid to the corporation itself) made with a view to
curtailment of costs and economic risks of litigation. The
corporation shall not, however, indemnify any director or officer
with respect to matters as to which he or she is finally adjudged
in any such action, suit or proceeding to have been guilty of
gross negligence, willful misconduct, fraud or material
misrepresentation to the corporation, its Board of Directors, its
shareholders, or any other person; nor in respect of any matter in
which any settlement or compromise is effected if and to the
extent the total expense, including the cost of such settlement,
shall substantially exceed the expense which might reasonably be
incurred by such director or officer in conducting such litigation
to a final conclusion. Indemnification shall not exclude any other
rights to which any director or officer may be entitled as a
matter of law.
Section 10. AMENDMENT OF ARTICLES AND BYLAWS; SALE OF ASSETS,
MERGER AND THE LIKE
Section 10A_ General Amendment of Articles-, Sale of Assets,
Merger and the Like. The following actions, in addition to those
specified elsewhere herein or in the articles of incorporation,
shall require approval by the holders of a majority of outstanding
shares entitled to vote thereon:
(1) Any change in the corporation's articles of
incorporation, except as otherwise indicated therein or in these
bylaws.
(2) The sale, lease, exchange or other disposition of all or
substantially all of the assets of the corporation, whether for
cash or other property, including securities, and encompassing a
recapitalization or other exchange of securities, or any type of
merger (nonexclusively including consolidation or combination).
Section 10B. General Amendment of Bylaws. Except as provided
by law, the articles of incorporation or these bylaws, these
bylaws may be repealed or amended, and new bylaws may be adopted,
by either the Board of Directors or the shareholders, by the vote
of a majority of directors or of the holders of a majority of
outstanding shares entitled to vote thereon- The Board of
Directors may not amend or repeal a bylaw adopted by shareholders
if the shareholders specifically provide such bylaw is not subject
to amendment or repeal by the directors.
Section 10C. Amendment of Articles or Bylaws for
Supermajority Quorum or Vote Requirement; Delayed Repeal of This
Provision. Any provision of these bylaws or the corporation's
articles of incorporation requiring more than a majority quorum or
vote of directors or shareholders may be adopted and may be
amended or repealed, in each case, only by the percentage vote
specified in such provision, so long as this requirement is in
effect in this form. This requirement shall remain in effect in
this form (A) until a unanimous vote amends or repeals it, unless
it is legally permissible for it to remain in this form as
follows, (B) for six (6) months after the taking of a vote or the
giving of all the necessary signatures on a consent, pursuant to
which vote or consent this requirement is to be repealed or
amended or replaced in any fashion (for example, by merger with,
or by sale of assets to, a commonly controlled entity) effectively
lowering or permitting
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lowering the vote so required. This provision may only be
repealed or amended by shareholders, by a majority vote unless a
different vote is required by law or the articles of
incorporation.
Section 11. CHECK, PETTY CASH AND OTHER ACCOUNT SIGNATURES
All petty cash fund creations, fundings and access criteria;
all banking and similar account authorizations, checks, drafts,
money orders, deposit tickets for cash to depositor, deposited
items for cash to depositor, and instruments (negotiable or not)
presented for cash payment; and any and all other forms of
financial instrument or document creating, or granting rights of
access by any person to, the corporation's financial accounts or
funds, shall only be executed as follows: ONE PERSON'S
signature(s) shall be required, which shall be THE PRESIDENT or
THE TREASURER or other written designee(s) of the Board of
Directors. A petty cash fund of $500 is hereby established and may
be replenished (or reimbursement given) by check upon presentation
of receipts to the authorized signers.
(END OF BYLAWS -- AUTHENTICITY CERTIFICATE APPEARS ON NEXT PAGE)
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