<PAGE> 1
EXHIBIT 3.2
BYLAWS
OF
BASIC TECHNOLOGIES, INC.
(A Colorado Corporation)
ARTICLE I
GENERAL
1.01 Applicability. These Bylaws provide rules to govern the business
and internal affairs of Basic Technologies, Inc., a Colorado corporation
(hereinafter, the "Company"). Every shareholder and person who subsequently
becomes a shareholder, the Board of Directors, any Committees of the Board of
Directors, and the Officers of the Company shall comply with these Bylaws, as
amended from time to time. To the extent to which any resolutions heretofore
adopted by the Board of Directors conflict with the provisions of these Bylaws,
such resolutions are hereby repealed.
1.02. Principal Office. The principal office of the Company shall be
maintained at such location as shall be determined by the Board of Directors
from time to time; such office may be within or without the State of Colorado.
1.03. Other Offices. The Company may have such other offices, within or
without the State of Colorado, as the Board of Directors may, from time to time,
determine.
1.04. Registered Office. The registered office of the Company required
by the Colorado Corporation Code to be maintained in Colorado may be, but need
not be, identical with the principal office if in Colorado, and the address of
the registered office may be changed from time to time by the Board of
Directors.
ARTICLE II
STOCK AND THE TRANSFER THEREOF
2.01. Stock Certificates. The shares of the Company's capital stock
shall be represented by consecutively numbered certificates signed by the
President or a Vice President and the Secretary or Assistant Secretary of the
Company, and sealed with the seal of the Company, or a facsimile thereof. If
certificates are signed by a transfer agent, acting in behalf of the Company,
and a registrar, the signatures of the officers of the Company may be facsimile
signatures. In case any officer who has signed (whether by manual or facsimile
signature) shall have ceased to be such officer before such certificate is
issued, it may be issued by the Company with the same effect as if he were such
officer on the date of its issue.
<PAGE> 2
Each certificate representing shares shall state upon its face:
(a) That the Company is organized under the laws of the State of
Colorado:
(b) The name of the person or persons to whom issued;
(c) The number, class, and series (if any) of shares which such
certificate represents; and
(d) The par value, if any, of the shares represented by such
certificate.
Each certificate also shall set forth restrictions upon transfer, if
any, or a reference thereto, as shall be adopted by the Board of Directors or by
the shareholders, or as may be contained in this Article II
No certificate shall be issued for any share until such share is fully
paid.
2.02. Consideration for Shares. Shares shall be issued for such
consideration expressed in dollars as shall be fixed from time to time by the
Board of Directors. Treasury shares may be disposed of by the Company for such
consideration expressed in dollars as may be fixed from time to time by the
Board of Directors. No shares shall be issued for less than the par value
thereof. The consideration for the issuance of shares may be paid, in whole or
in part, in money, in other property, tangible or intangible, or in labor or
services actually performed for the Company. Neither promissory notes nor future
services shall constitute payment or part payment for shares of the Company.
2.03. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Company alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, and the Board of Directors when authorizing
such issue of a new certificate or certificates may in its discretion, and as a
condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates or his legal representative to advertise
the same in such manner as it shall require; to furnish to the Company a bond in
such sum as it may direct, as indemnity against any claim that may be made
against the Company; or to do both. Except as provided above in this Paragraph,
no new certificate or certificates evidencing shares of stock shall be issued
unless and until the old certificate or certificates, in lieu of which the new
certificate or certificates are to be issued, shall be surrendered for
cancellation.
2.04. Registered Holder as Owner. The Company shall be entitled to
treat the holder of record of any share of stock as the owner thereof entitled
to receive dividends and to vote such shares, and accordingly shall not be bound
to recognize any equitable or any other claim to or interest in such shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as may be required by a valid proxy or by the laws of the
State of Colorado.
<PAGE> 3
2.05. Returned Certificates. All certificates for shares changed or
returned to the Company for transfer shall be marked by the Secretary or
Assistant Secretary "Canceled," with the date of cancellation, and the
transaction shall be immediately recorded in the certificate book opposite the
memorandum of their issue. The returned certificate may be inserted into the
certificate book.
2.06. Transfer of Shares. Upon surrender to the Company or to a
transfer agent of the Company of a certificate of stock endorsed or accompanied
by proper evidence of succession, assignment, or authority to transfer, and such
documentary stamps as may be required by law, it shall be the duty of the
Company to issue a new certificate. Each such transfer of stock shall be entered
on the stock book of the Company.
2.07. Transfer Agents. The Board may, in its discretion, appoint one or
more transfer agents or registrars for making payment upon any class of stock,
bond, debenture or security of the Company. They shall have such rights and
duties and shall be paid such compensation as may be agreed.
ARTICLE III
SHAREHOLDERS AND MEETINGS THEREOF
3.01. Annual Meeting. The annual meeting of the Shareholders for the
election of Directors and the transaction of such other business as may properly
come before the meeting shall be held on such date as shall be determined by
resolution of the Board of Directors each year. The place of the annual meeting
shall be the principal office of the Company or such other place within or
without the State of Colorado as the Board of Directors may determine.
3.02. Special Meetings. The Board of Directors or the President may
call a special meeting of the shareholders at any time. The President shall call
a special meeting of the shareholders upon the Secretary's receipt of a request
therefor signed by shareholders who in the aggregate hold twenty percent (20%)
or more of the total voting power entitled to vote on the matter raised.
Business may be transacted or a matter voted upon only if set forth in the
special meeting notice.
3.03. Notice of Meetings. The Secretary shall cause written or printed
notice to be given to shareholders of every annual and special meeting, at least
ten (10) days before but not more than fifty (50) days before the date of the
meeting. The notice of every meeting shall state the date, place, and hour
thereof. Notice shall be given as provided for in Article IX of these Bylaws.
Notice shall be given by or at the direction of the President, the Secretary, or
the officer or persons calling the meeting to each shareholder of record
entitled to vote at such meeting; except that if the authorized capital stock is
to be increased, then at least thirty (30) days' notice shall be given. If
applicable statutes require a certain minimum notice for any particular business
to be transacted, then at least that minimum notice shall be given. Notice of
any meeting may be waived by submitting a signed waiver or by attendance at the
meeting.
<PAGE> 4
3.04 Closing of Transfer Books 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
proper purpose the Board of Directors of the Company may provide that the stock
transfer books shall be closed for a stated period not to exceed in any case
fifty (50) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of I 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 fifty (50) days, and in case of a meeting of shareholders not less
than ten (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 for any other
proper purpose the Board of Directors of the Company may provide that the stock
transfer books shall be closed for a stated period not to exceed in any case
fifty (50) 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 fifty (50) days, and in case of a meeting of shareholders, not less
than ten (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 given (as defined in Article IX hereof) 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 the
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Paragraph such
determination shall apply to any adjournment thereof.
3.05. Voting List. The officer or agent having charge of the stock
transfer books for shares of the Company shall make, at least ten (10) days
before each meeting of shareholders (except emergency special meetings), a
complete list of the shareholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each, which list, for a period of ten (10) days prior
to such meeting, shall be kept on file at the principal office of the Company,
and shall be subject to inspection by any shareholder at any time during usual
business hours. Such 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
during the whole time of the meeting. The original stock transfer books shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders.
3.06. Quorum. A quorum at any meeting of the shareholders shall consist
of a majority of the shares entitled to vote represented in person or by proxy.
If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting entitled to vote on the subject matter shall be the
act of the shareholders. If less than
<PAGE> 5
one-third (1/3) of the shares entitled to vote be represented at a meeting, a
majority of the shares so represented may adjourn the meeting from time to time
to the same place 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 a 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.
3.07. Proxies. At all meetings of shareholders, a shareholder may vote
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 Company
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 provided in the proxy.
3.08. Voting of Shares. Each outstanding share shall be entitled to one
vote and each fractional share shall be entitled to a corresponding fractional
vote on each matter submitted to vote at a meeting of shareholders.
3.09. Voting of Shares by Certain Holders. Neither treasury' shares,
nor shares of its own stock held by the Company in a fiduciary capacity, nor
shares held by another corporation if the majority of the shares entitled to
vote for the election of directors of such other corporation is held by the
Company, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.
Shares standing in the name of another corporation, domestic or
foreign, 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.
Shares held by an administrator, executor, personal representative,
guardian, or conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing in the name of
a trustee may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer of such shares
into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be 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 have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
3.10. Chairman. The Chairman of the Board of Directors of the Company,
or in his absence, the President, shall act as chairman at all meetings of
shareholders.
<PAGE> 6
3.11. Voting. Voting at any shareholders' meeting shall be oral or by
show of hands; provided, that voting shall be by written ballot if such demand
is made by any shareholder present in person or by proxy and entitled to vote.
3.12. Informal Action by Shareholders. 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, Such
consent shall have the same force and effect as a unanimous vote of the
shareholders, and may be stated as such in any articles or document filed with
the Secretary' of State of Colorado under the Colorado Corporation Code.
3.13. Annual Report. The President of the Company shall prepare an
annual report which will set forth a statement of affairs of the Company as of a
date within ninety (90) days of the Annual Shareholders' Meeting, including a
balance sheet and an income statement, and present it at the Annual Meeting of
shareholders.
ARTICLE IV
DIRECTORS, POWERS AND MEETINGS
4.01. General Powers. The business and affairs of the Company shall be
managed by its Board of Directors, except as otherwise provided in the Colorado
Corporation Code or the Articles of Incorporation.
4.02. Number. Tenure and Qualifications. The number of Directors of the
Company shall be no less than three (3) nor more than seven (7), as fixed by
resolution of the Board of Directors from time to time. In default of any such
resolution, the Company shall have three (3) Directors. Directors shall be
elected at each Annual Meeting of Shareholders. Each Director shall hold office
until the next Annual Meeting of Shareholders and thereafter until his successor
shall have been elected and qualified. Directors need not be residents of
Colorado or shareholders of the Company. Directors shall be removable in the
manner provided by the Colorado Corporation Code. Directors shall be elected by
plurality vote.
4.03. Vacancies. Any Director may resign at any time by giving written
notice to the President or to the Secretary of the Company. Such resignation
shall take effect at the time specified therein; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. 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. 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 shall be filled by the affirmative vote of a
majority of the Directors then in office or by an election at an annual meeting
or at a special meeting of
<PAGE> 7
shareholders called for that purpose, and a Director so chosen shall hold office
for the term specified in Paragraph 4.02 of this Article.
4.04. Removal of Directors. Any Director may be removed only in the
manner provided in the Company's Articles of Incorporation, as amended, and if
no such provision appears in the Articles, any Director may be removed either
with or without cause, at any time, by a vote of the shareholders holding a
majority of the shares then issued and outstanding and who are entitled to vote
for the election of directors, present at any special meeting called for that
purpose. In case any vacancy so created shall not be filled by the shareholders
at such meeting, such vacancy may be filled by the Board of Directors as
provided in Paragraph 4.03 of this Article.
4.05. Regular Meetings. 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, either within or without the State of
Colorado, for the holding of additional regular meetings without other notice
than such resolution.
4.06. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President, the Chairman of the Board, or
any two Directors. 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
Colorado, as the place for holding any special meeting of the Board of Directors
called by them.
4.07. Telephonic Meetings. Members of the Board of Directors or any
committee designated by the Board may participate in a meeting of the Board of
Directors or committee by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear one another at the same time. Such participation shall constitute presence
in person at the meeting. All participants in any meeting of Directors, by
virtue of their participation and without further action on their part, shall be
deemed to have consented to the recording of such meeting by electronic device
or otherwise, and to the making of a written transcript thereof, in order that
minutes thereof shall be available for the Company's records.
4.08. Notice. Notice of any special meeting of Directors shall be given
at least four (4) days previous thereto by written notice delivered personally
or mailed to each Director, or by notice given at least two (2) days prior to
the meeting by any means specified in Paragraph 9.01(b) or (c) or in person. Any
Director 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. Neither the business to be transacted 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.
<PAGE> 8
4.09 Quorum. A majority of the number of Directors fixed by, or in
accordance with, 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.
4.10. Compensation. By resolution of the Board of Directors, any
Director may be paid any one or more of the following: his expenses, if any, of
attendance at a meeting; a fixed sum for attendance at each meeting; or a stated
salary as Director. No such payment shall preclude any director from serving the
Company in any other capacity and receiving compensation therefor.
4.11. Presumption of Assent. A Director of the Company 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 or certified mail to the Secretary of the Company immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
4.12. Executive Committee. The Board of Directors, by resolution
adopted by a majority of the number of Directors, may designate two (2) or more
Directors to constitute an Executive Committee, which may exercise all of the
authority of the Board of Directors in the management of the Company, during the
period of time between meetings of the Board of Directors; but the designation
of such committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law.
4.13. Action by Directors Without Meeting. Any action required to be
taken at a meeting of the Directors of the Company or any action which may be
taken at such a meeting, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the Directors
entitled to vote with respect to the subject matter thereof. Consent shall be
sufficient for purposes of this Paragraph if it is executed in counterparts, in
which event all of such counterparts, when taken together, shall constitute one
and the same consent.
4.14. Chairman of the Board. The Chairman of the Board, if such officer
shall be chosen by the Board of Directors, shall preside at all meetings of the
Board of Directors and meetings of shareholders at which he is present. He
shall, subject to the direction of the Board of Directors, have general
supervision over the affairs of the Company, and shall, from time to time,
consult with and advise the President in the direction and management of the
Company's business and affairs, and shall also do and perform such other duties
as may, from time to time, be assigned to him by the Board of Directors.
4.15. Bank Accounts, Etc. Anything herein to the contrary
notwithstanding, the Board of Directors may, except as may otherwise be required
by law, authorize any officer
<PAGE> 9
or officers, agent or agents, in the name of and on behalf of the Company, to
sign checks, drafts, or other orders for the payment of money or notes or other
evidences of indebtedness, to endorse for deposit, deposit to the credit of the
Company at any bank or trust company or banking institution in which the Company
may maintain an account, or to cash checks, notes, drafts, or other bankable
securities or instruments, and such authority may be general or confined to
specific instances, as the Board of Directors may elect.
4.16. Inspection of Records. Every Director shall have the absolute
right at any reasonable time to inspect all books, records, documents of any
kind, and the physical properties of the Company, and also of its subsidiaries.
Such inspection may be made personally or by an agent and includes the right to
make copies and extracts.
ARTICLE V
OFFICERS AND AGENTS
5.01. General. The Officers of the Company shall be a President, one or
more Vice Presidents, a Secretary, and a Treasurer. The Board of Directors may
appoint such other officers, and assistant officers, as they may consider
necessary, who shall be chosen in such manner and hold their offices for such
terms and have such authority' and duties as from time to time may be determined
by the Board of Directors. The salaries of all the officers of the Company shall
be fixed by the Board of Directors. One person may hold any two offices, except
that no person may simultaneously hold the offices of President and Secretary.
In all cases where the duties of any officer, agent or employee are not
prescribed by these Bylaws or by the Board of Directors, such officer, agent or
employee shall follow the orders and instructions of the President.
5.02. Election and Term of Office. The officers of the Company shall be
elected by the Board of Directors annually at the first meeting of the board
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 may be. Each officer shall hold office until the
first of the following to occur: until his successor shall have been duly
elected and shall have qualified; or until his death; or until he shall resign;
or until he shall have been removed in the manner hereinafter provided.
5.03. Removal. Any officer or agent may be removed by the Board of
Directors or by the Executive Committee whenever in its judgment the best
interest of the Company 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 in itself create
contract rights.
5.04. Vacancies. A vacancy in any office, however occurring, may be
filled by the Board of Directors for the unexpired portion of the term.
5.05. President. The President shall, subject to the Direction and
supervision of the Board of Directors, be the chief executive officer of the
Company and shall have
<PAGE> 10
general and active control of its affairs and business and general supervision
of its officers, agents, and employees. He shall, unless otherwise directed by
the Board of Directors, attend in person or by substitute appointed by him, or
shall execute in behalf of the Company written instruments appointing a proxy or
proxies to represent the Company, at all meetings of the stockholders of any
other Company in which the Company shall hold any stock. He may, on behalf of
the Company, in person or by substitute or by proxy, execute written waivers of
notice and consents with respect to any such meetings. At all such meetings and
otherwise, the President, in person or by substitute or proxy as aforesaid, may
vote the stock so held by the Company and may execute written consent and other
instruments with respect to such stock and may exercise any and all rights and
powers incident to the ownership of said stock, subject however to the
instructions, if any, of the Board of Directors. The President shall have
custody of the Treasurer's bond, if any
5.06. Vice Presidents. The Vice Presidents shall assist the President
and shall perform such duties as may be assigned to them by the President or by
the Board of Directors. In the absence of the President, the Vice-President
designated by the Board of Directors or (if there be no such designation)
designated in writing by the President shall have the powers and perform the
duties of the President. If no such designation shall be made all Vice
Presidents may exercise such powers and perform such duties.
5.07. Secretary. The Secretary shall: (a) Keep the minutes of the
proceedings of the shareholders, executive committee, and the Board of
Directors; (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 Company and affix the seal to all
documents when authorized by the Board of Directors; (d) Keep at its registered
office or principal place of business within or outside Colorado a record
containing the names and addresses of all shareholders and the number and class
of shares held by each, unless such a record shall be kept at the office of the
Company's transfer agent or registrar; (e) Sign with the President, or a Vice
President, certificates for shares of the Company, 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 Company, unless the Company has a
transfer agent; and (g) In general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or the Board of Directors. Assistant secretaries, if any, shall
have the same duties and powers, subject to supervision by the Secretary.
5.08. Treasurer. The Treasurer shall be the principal financial officer
of the Company and shall have the care and custody of all funds, securities,
evidence of indebtedness, and other personal property' of the Company and shall
deposit the same in accordance with the instructions of the Board of Directors.
He shall receive and give receipts and acquittances for monies paid in on
account of the Company, and shall pay out of the funds on hand all bills,
payrolls, and other just debts of the Company of whatever nature upon maturity.
He shall perform all other duties incident to the office of the Treasurer and,
upon request of the Board, shall make such reports to it as may be required at
any time. He shall, if required by the Board, give the Company a bond in such
sums, and with such sureties, as shall be satisfactory to the Board, conditioned
upon the faithful
<PAGE> 11
performance of his duties and for the restoration to the Company of all books,
papers, vouchers, money, and other property of whatever kind in his possession
or under his control belonging to the Company. He shall have such other powers
and perform such other duties as may be from time to time prescribed by the
Board of Directors or the President. The assistant treasurers, if any, shall
have the same powers and duties, subject to the supervision of the Treasurer.
The Treasurer shall also be the principal accounting officer of the
Company. He shall prescribe and maintain the methods and systems of accounting
to be followed, keep complete books and records of account, prepare and file all
local, state, and federal tax returns, prescribe and maintain an adequate system
of internal audit, and prepare and furnish to the President and the Board of
Directors statements of account showing the financial position of the Company
and the results of its operations.
ARTICLE VI
INDEMNIFICATION
Each Director, Officer, employee and agent of this Company, and each
person who shall serve at its request as a director, officer (or in a
functionally equivalent position), agent or employee of another entity shall be
indemnified by the Company to the extent and in the manner provided in the
Company's Articles of Incorporation, as they may be amended.
ARTICLE VII
MISCELLANEOUS
7.01. Declaration of Dividends. The Board of Directors at any regular
of special meeting may declare dividends payable out of the surplus of the
Company, whenever in the exercise of its discretion it may deem such declaration
advisable and such is permitted by law. Such dividends may be paid in cash,
property, or shares of the Company.
7.02 Benefit Programs. The Board of Directors shall have the power to
install and authorize any pension, profit sharing, stock option, insurance,
welfare, educational, bonus, health and accident, or other benefit program which
the Board deems to be in the interest of the Company, at the expense of the
Company, and to amend or revoke any plan so adopted.
7.03 Corporate Seal. The corporate seal of the Company shall be
circular in form and shall contain the name of the Company and the words "Seal,
Colorado."
7.04 Captions. The captions herein are inserted only as a matter of
convenience and for reference, and in no way define, limit, or describe the
scope of these Bylaws, or the intent of any provision hereof.
<PAGE> 12
7.05. Fiscal Year. The Board of Directors shall have the power to fix,
and from time to time change, the fiscal year of the Company. Any such adoption
of or change in the fiscal year shall not constitute nor require an amendment to
these Bylaws.
ARTICLE VIII
AMENDMENTS TO BYLAWS
These Bylaws may be amended or repealed in the manner provided for in
the Articles of Incorporation, or if none is there provided, by majority vote of
the Board of Directors, taken at any meeting or by written consent, subject to
the shareholders' right to change or repeal any Bylaws so made. Bylaws
amendments may be proposed by any Director.
ARTICLE IX
NOTICES
9.01 Giving of Notice. Except as otherwise provided by the Colorado
Corporation Code, these Bylaws, the Company's Articles of Incorporation, or
resolution of the Board of Directors, every meeting notice or other notice,
demand, bill, statement, or other communication (collectively, "Notice") to or
from the Company from or to a Director, Officer, or shareholder shall be duly
given if it is written or printed and is (a) sent by first class mail or by
overnight service of the U.S. Postal Service, postage prepaid, (b) sent by any
established overnight air courier service, such as Federal Express, Emery,
Airborne, or UPS, (c) sent by telegraph, tested telex, or other tested facsimile
transmission, (d) delivered by any commercial messenger service which regularly
retains its receipts, or (e) personally delivered, provided a receipt is
obtained reflecting the date of delivery. Notice shall not be duly given unless
all delivery or postage charges are prepaid. Notice shall be given to an
addressee's most recent address as it appears on the Company's records. A Notice
shall be deemed "given" when dispatched for delivery, or if mailed, on the date
postmarked. This Paragraph shall not have the effect of shortening any notice
period provided for in these Bylaws. 9.02 Waiver of Notice. Any Notice required
by the Colorado Corporation Code, the Articles of Incorporation, or these Bylaws
may be waived in writing at any time by the person entitled to the Notice, and
such waiver shall be equivalent to the giving of Notice. Notice of any meeting
shall be waived by attendance (if a shareholders' meeting, in person or by
proxy) at the meeting. A waiver of Notice of a special meeting of shareholders
shall state the purpose for which the meeting was called or the business to the
transacted thereat.
APPROVED AND ADOPTED as of the twenty-first day of January 1998.
/s/ JAMES L. SPEIR
------------------------
James L. Speir, Director
/s/ JANINE KREUTER
------------------------
Janine Kreuter, Director
