BYLAWS
OF
EVERLERT, INC.
ARTICLE I
OFFICES
The principal office of the Corporation in the State of Nevada
shall be located in Las Vegas, County of Clark. 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 on the first day in the month of February in each
year, beginning with the year 1999, at the hour of one o'clock
p.m., for the purpose of electing Directors and for the
transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a
legal holiday, such meeting shall be held on the next business
day. If the election of Directors shall not be held on the day
designated herein for any annual meeting of the shareholders, or
at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders
as soon thereafter as soon as conveniently may be.
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 fifty percent (50%) of
all the outstanding shares of the Corporation entitled to vote at
the meeting.
SECTION 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of
Nevada, 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 of the meeting will be the principal office of
the Corporation.
SECTION 4. Notice of Meeting. 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 (10) days nor more than sixty (60) 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/her 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 Record. 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 ten (10) 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 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 at 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 by his/her duly authorized attorney-in-fact.
Such proxy shall be filed with the secretary of the Corporation
before or at the time of 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 10. Voting of Shares by Certain Holders. 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. 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.
Shares standing in the name of a receiver may be voted by such
receiver, and the 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.
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.
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 11. 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.
ARTCLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors shall be
responsible for the control and management of the affairs,
property and interests of the Corporation and may exercise all
powers of the Corporation, except as are in the Articles of
Incorporation or by statute expressly conferred upon or reserved
to the shareholders.
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 one (1). Each
director shall hold office until the next annual meeting of
shareholders and until his/her 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 Bylaw
immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional
regular meetings without 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 by telegram. 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 by telegram,
such notice shall be deemed to be delivered when the notice be
given to the telegraph company. 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 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. Telephonic 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 the
participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 8. Manner of Acting. 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 9. 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 10. 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/her 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 11. Resignation. Any director may resign at any time
by giving written notice to the Board of Directors, the
President or the Secretary of the Corporation. Unless otherwise
specified in such written notice such resignation shall take
effect upon receipt thereof by the Board of Directors or such
officer, and the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 12. Removal. Any director may be removed with or
without cause at any time by the affirmative vote of
shareholders holding of record in the aggregate at least a
majority of the outstanding shares of stock of the Corporation
at a special meeting of the shareholders called for that purpose,
and may be removed for cause by action of the Board.
SECTION 13. Compensation. By resolution of the Board of
Directors, each director may be paid for his/her expenses, if
any, of attendance at each meeting of the Board of Directors,
and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the Board of Directors or both.
No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefor.
SECTION 14. Contracts. No contract or other transaction between
this Corporation and any other corporation shall be impaired,
affected or invalidated, nor shall any director be liable in any
way by reason of the fact that one or more of the directors of
this Corporation is or are interested in, or is a director or
officer, or are directors or officers of such other corporations,
provided that such facts are disclosed or made known to the
Board of Directors, prior to their authorizing such
transaction. Any director, personally and individually, may be a
party to or may be interested in any contract or transaction of
this Corporation, and no directors shall be liable in any way
by reason of such interest, provided that the fact of such
interest be disclosed or made known to the Board of Directors
prior to their authorization of such contract or transaction, and
provided that the Board of Directors shall authorize, approve or
ratify such contract or transaction by the vote (not counting the
vote of any such Director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting
at which such action is taken. Such director or directors may
be counted in determining the presence of a quorum at such
meeting. This Section shall not be construed to impair,
invalidate or in any way affect any contract or other transaction
which would otherwise be valid under the law (common, statutory
or otherwise) applicable thereto.
SECTION 15. Committees. The Board of Directors, by resolution
adopted by a majority of the entire Board, may from time to time
designate from among its members an executive committee and
such other committees, and alternate members thereof, as they may
deem desirable, with such powers and authority (to the extent
permitted by law) as may be provided in such resolution. Each
such committee shall serve at the pleasure of the Board.
SECTION 16. 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/her dissent shall be
entered into the minutes of the meeting or unless he/she shall
file 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. 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 may be. Each officer shall hold office until
his/her successor shall have been duly elected and shall have
qualified, or until his/her death, or until he/she shall resign
or shall have been removed in the manner hereinafter provided.
SECTION 3. Resignation. Any officer may resign at any time by
giving written notice of such resignation to the Board of
Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice,
such resignation shall take effect upon receipt thereof by the
Board of Directors or by such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 4. 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 5. 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 6. President. The President shall be the principal
executive officer of the Corporation and, subject to the control
of the Board of Directors, shall in general supervise and control
all of the business and affairs of the Corporation. He/she
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 will preside. The President
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 7. Vice President. In the absence of the President or
in event of his/her death, inability or refusal to act, the Vice
President shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice President shall
perform such other duties as from time to time may be assigned
by the President or by the Board of Directors. 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 first
rank.
SECTION 8. 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 book 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 president 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 by the President or by the Board of Directors.
SECTION 9. 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 President or by the
Board of Directors.
SECTION 10. 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/she is also a director of the corporation.
SECTION 11. Sureties and Bonds. In case the Board of Directors
shall so require any officer, employee or agent of the
Corporation shall execute to the Corporation a bond in such sum,
and with such surety or sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his/her
duties to the Corporation, including responsibility for
negligence for the accounting for all property, funds or
securities of the Corporation which may come into his/her hands.
SECTION 12. Shares of Stock of Other Corporations. Whenever the
Corporation is the holder of shares of stock of any other
corporation, any right of power of the Corporation as such
shareholder (including the attendance, acting and voting at
shareholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of the
Corporation by the President, any Vice President or such other
person as the Board of directors may authorize.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers and
employees as follows:
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/her in connection with any proceeding to which
he/she may be made a party, or in which he/she may become
involved, by reason of 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/she is a
director, officer, employee or agent at the time such expenses
are incurred, except in such cases wherein the director,
officer, employee or agent is adjudged guilty of willful
misfeasance or malfeasance in the performance of his/her 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.
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 a suit, litigation or other proceedings which is
specifically permissible under applicable law.
The Board of Directors may, in its discretion, direct the
purchase of liability insurance by way of implementing the
provisions of this Article.
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
SHARES OF STOCK
SECTION 1. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such a 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 to do
so, 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
the case of a lost, destroyed or mutilated certificate, a new
one may be issued therefor 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/her
legal representative, who shall furnish proper evidence of
authority to transfer, or by his/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 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 first day
of January and end on the thirty first 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 10th day of February,
1998.
/s/ Tracy Marsh
Secretary
