BY LAWS
OF
Images of Life, Inc.
ARTICLE I
OFFICES
The principal office shall be located at 11828 North 75th Lane, Peoria,
AZ 85358, County of Maricopa. 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.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting:
The annual meeting of the shareholders shall be held within two months after
the close of the fiscal year of the Corporation, for the purpose of electing
directors, and transacting such other business as may properly come before
the meeting.
SECTION 2. Special Meetings:
Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, 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 percent ten per cent (10%) of all the
outstanding shares of the Corporation entitled to vote at the meeting.
SECTION 3. Place of Meetings:
The Board of Directors may designate any place, either within or without the
State of Colorado unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting. A waiver of
notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Nevada, unless
otherwise prescribed by statute, as the place for the holding of such
meeting. If no designation is made, the place ofmeeting shall be the
principal office of the Corporation.
SECTION 4. Notice of Meetings:
Written notice stating the place, day and hour of the meeting and, in case of
a special meeting, the purpose or purposes for which the meeting is called,
shall unless otherwise prescribed by statute, be delivered not less than ten
nor more than fifty days before the date of 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 address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid.
SECTION 5. Closing of Transfer Books or Fixing of Records:
For the purpose of determining shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the
Board of Directors of the Corporation may provide that the stock transfer
books shall be closed for a stated period, but not to exceed in any case
fifty (50) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least 5 days
immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be not
more than 30 days and, in case of a meeting of shareholders, not less than
10 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 closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, 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.
SECTION 6. Voting Lists:
The officer or agent having charge of the stock transfer books for shares of
the corporation shall make a complete list of the shareholders entitled to
vote at each meeting of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by
each. Such list shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during
the whole time of the meeting for the purposes thereof.
SECTION 7. Quorum:
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 noticed. 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.
SECTION 8. Proxies:
At all meetings of shareholders, a shareholder may vote in person or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. A meeting of the Board of
Directors may be had by means of a telephone conference or similar
communications equipment by which all persons participating in the meeting
can hear each other, and participation in a meeting under such circumstances
shall constitute presence at the meeting.
SECTION 9. Voting of Shares:
Each outstanding share entitled to vote shall be entitled to one vote upon
each matter submitted to a vote at a meeting of shareholders.
SECTION IO. Voting of Shares by Certain Holders:
(a) Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the Bylaws of such corporation may prescribe or,
in the absence of such provision, as the Board of Directors of such
corporation may determine.
(b) Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted
by him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of such shares into
his name.
(c) 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
be contained in an appropriate order of the court by which such
receiver was appointed.
(d) 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 shall be entitled to vote the shares so
transferred.
(e) Shares of its own stock belonging to the Corporation 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.
SECTION I 1. Informal Action by Shareholders:
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the subject matter
thereof.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers:
The business and affairs of the Corporation shall be managed by its Board of
Directors.
SECTION 2. Number, Tenure and Qualifications:
The number of directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than three (3). Each director
shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified.
SECTION 3. 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. The Board of Directors may provide, by
resolution, the time and place for the holding of additional regular
meetings without notice other than such resolution.
SECTION 4. Special Meetings:
Special meetings of the Board of Directors may be called by or at the
request of the President or any two directors. The person or persons
authorized to call special meetings of the Board of Directors may fix the
place for holding any special meeting of the Board of Directors called by
them.
SECTION 5. Notice:
Notice of any special meeting shall be given at least one (1) day previous
thereto by written notice delivered personally or mailed to each director at
his business address, or electronically. If mailed, such notice shall be
deemed to be delivered when deposited in the United States Mail so addressed,
with postage thereon prepaid. If notice be given electronically, such
notice shall be deemed to be delivered when the transmission is delivered
to the director. Any directors may waive notice of any meeting. 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 because the
meeting is not lawfully called or convened.
SECTION 6. Quorum:
A majority of the number of directors fixed by Section 2 of this Article III
shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice.
SECTION 7. Manner of Action:
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.
SECTION 8. Action Without a Meeting:
Any action that may be taken by the Board of Directors at a meeting may be
taken without a meeting if a consent in writing, setting forth the action
so to be taken, shall be signed before such action by all of the directors.
SECTION 9. Vacancies:
Any vacancy occurring in the Board 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, unless otherwise provided by law. A
director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason
of an increase in the number of directors may be filled by election by the
Board of Directors for a term of office continuing only until the next
election of directors by the shareholders.
SECTION 10. Compensation:
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 compensation in the form of stock in the Corporation or a fixed sum for
attendance at each meeting of the Board of Directors or any combination
thereof. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
SECTION I 1. Presumption of Assent:
A director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in
the minutes of the meeting or unless he shall file his written dissent to
such action with the person acting as the Secretary of the meeting before
the adjournment thereof, or shall forward such dissent by registered mail
to the Secretary of the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted
in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. Number:
The officers of the Corporation shall be a President, one or more Vice
Presidents, a Secretary and a Treasurer, each of whom shall be elected by
the Board of Directors. Such other officers and assistant officers as may
be deemed necessary may be elected or appointed by the Board of Directors,
including a Chairman of the Board. In its discretion, the Board of
Directors may leave unfilled for any such period as it may determine any
office except those of President and Secretary.
Any two or more offices may be held by the same person, except for the
offices of President and Secretary which may not be held by the same person.
Officers may be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office:
The officers of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of the shareholders.
If the election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently as it may be. Each officer
shall hold office until his successor shall have been duly elected and shall
have qualified, or until his death, or until he shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 3. Removal:
Any officer or agent may be removed by the Board of Directors whenever, in
its judgment, the best interests of the Corporation will be served thereby,
but such removal shall be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights, and such appointment shall be
terminable at will.
SECTION 4. Vacancies:
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for
the unexpired portion of the term.
SECTION 5. Chief Executive Officer:
The Chief Executive Officer (CEO) shall be the principal executive officer of
the Corporation and, subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all meetings of the
shareholders and of the Board of Directors, unless there is a Chairman of
the Board, in which case the Chairman shall preside. He may sign, with the
Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some other officer or
agent of the Corporation, or shall be required by law to be otherwise signed
or executed; and in general shall perform all duties incident to the office
of President and such other duties as may be prescribed by the Board of
Directors from time to time.
SECTION 6. President and Vice President/s:
(a) In the absence of the CEO or in event of his death, inability or refusal
to act, the President shall perform the duties of the CEO, and when so
acting, shall have all the powers of and be subject to all the restrictions
upon the CEO. The President shall perform such other duties as from
time to time may be assigned to him by the CEO or by the Board of Directors.
(b) If there is more than one Vice President, each Vice President shall
succeed to the duties of the President in order of rank as determined by the
Board of Directors. If no such rank has been determined, then each Vice
President shall succeed to the duties of the President in order of date of
election, the earliest date having the first rank.
SECTION 7. Secretary:
The Secretary shall: (a) keep the minutes of the proceedings of the
shareholders and of the Board of Directors in one or more minute 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 the seal of the Corporation and
see that the seal of the Corporation is affixed to all documents, the
execution of which on behalf of the Corporation under
its seal is duly authorized; (d) keep a register of the post office address
of each shareholder which shall be furnished to the Secretary by such
shareholder; (e) sign with the CEO certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution
of the Board of Directors; (f) have general charge of the stock transfer
books of the Corporation; and (g) in general perform all duties incident to
the office of the Secretary and such other duties as from time to time may
be assigned to him/her by the CEO or by the Board of Directors.
SECTION 8. 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 depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; and (c) in general
perform all of the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the CEO 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 sureties as the Board of Directors shall determine.
SECTION 9. Salaries:
The salaries of the officers shall be fixed from time to time by the Board
of Directors, and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a director of the Corporation.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers and employees as
follows:
(a) Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him in
connection with any proceeding to which he may be made a party, or in
which he may become involved, by reason of his being or having been a
director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent
of the corporation, partnership, joint venture, trust or enterprise, or any
settlement thereof, whether or not he is a director, officer, employee or
agent at the time such expenses are incurred, except in such cases wherein
the director, officer, or employee is adjudged guilty of willful misfeasance
or malfeasance in the performance of his duties; provided that in the event
of a settlement the indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as being for the best
interests of the Corporation.
(b) The Corporation shall provide to any person who is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of suit, litigation or other proceedings which is
specifically permissible under applicable law.
(c) The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this Article V.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts:
The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances.
SECTION 2. Loans:
No loans shall be contracted on behalf of the Corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution
of the Board of Directors. Such authority may be general or confined to
specific instances.
SECTION 3. Checks, Drafts, etc.:
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the Corporation and
in such manner as shall from time to time be determined by resolution of the
Board of Directors.
SECTION 4. Deposits:
All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies
or other depositories as the Board of Directors may select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares:
Certificates representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors. Such certificates shall be
signed by the President and by the Secretary or by such other officers
authorized by law and by the Board of Directors so to do, and sealed with
the corporate seal. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to
whom the shares represented thereby are issued,
with the number of shares and date of issue, shall be entered on the stock
transfer books of the Corporation. 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 and
indemnity to the Corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares:
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
legal representative, who shall furnish proper evidence of authority to
transfer, or by his 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 for 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.
Provided, however, that upon any action undertaken by the shareholders to
elect S Corporation status pursuant to Section 1362 of the Internal Revenue
Code and upon any shareholders agreement thereto restricting the transfer
of said shares so as to disqualify said S Corporation status, said
restriction on transfer shall be made a part of the bylaws so long as said
agreement is in force and effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1 st day of January
and end on the 31st day of December of each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the
terms and conditions provided by law and its Articles of Incorporation.
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the
Corporation and the state of incorporation and the words, "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the Corporation under the
provisions of these Bylaws or under the provisions of the Articles of
Incorporation or under the provisions of the applicable Business
Corporation Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of
the Board of Directors.
The above Bylaws are certified to have been adopted by the Board of
Directors of the Corporation on the 23" Day of September 1997.
Mary Writer, Secretary
By-Laws-12
By-Laws-1
