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EXHIBIT 2.2
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BYLAWS OF
GENTRY RESOURCES, INC.
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CONTENTS OF INITIAL BYLAWS
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1.00 CORPORATE CHARTER AND BYLAWS
1.01 Corporate Charter Provisions..........................................................3
1.02 Registered Agent or Office-Requirement
of Filing Changes with Secretary of State.............................................3
1.03 Initial Business Office...............................................................4
1.04 Amendment of Bylaws...................................................................4
2.00 DIRECTORS AND DIRECTORS' MEETINGS
2.01 Action Without Meeting................................................................4
2.02 Telephone Meetings....................................................................4
2.03 Place of Meetings.....................................................................4
2.04 Regular Meetings......................................................................5
2.05 Call of Special Meeting...............................................................5
2.06 Quorum................................................................................5
2.07 AdjournmentNotice of Adjourned Meetings...............................................5
2.08 Conduct of Meetings...................................................................6
2.09 Powers of the Board of Directors......................................................6
2.10 Board CommitteesAuthority to Appoint..................................................6
2.11 Transactions with Interested Directors................................................6
2.12 Number of Directors...................................................................6
2.13 Term of Office........................................................................7
2.14 Removal of Directors..................................................................7
2.15 Vacancies.............................................................................7
2.15(a) Declaration of Vacancy................................................................7
2.15(b) Filling Vacancies by Directors........................................................7
2.15(c) Filling Vacancies by Shareholders.....................................................8
2.16 Compensation..........................................................................8
2.17 Indemnification of Directors and Officers.............................................8
2.18 Insuring Directors, Officers, and Employees...........................................8
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3.00 SHAREHOLDERS' MEETINGS
3.01 Action Without Meeting................................................................8
3.02 Telephone Meetings....................................................................8
3.03 Place of Meetings.....................................................................8
3.04 Notice of Meetings....................................................................8
3.04 Voting List...........................................................................9
3.05 Votes per Share.......................................................................10
3.07 Cumulative Voting.....................................................................10
3.08 Proxies...............................................................................10
3.09 Quorum................................................................................10
3.09(a) Quorum of Shareholders................................................................10
3.09(b) Adjourn for Lack or Loss of Quorum....................................................11
3.10 Voting by Voice or Ballot.............................................................11
3.11 Conduct of Meetings...................................................................11
3.12 Annual Meetings.......................................................................11
3.13 Failure to Hold Annual Meeting........................................................11
3.14 Special Meetings......................................................................11
4.00 OFFICERS
4.01 Title and Appointment.................................................................12
4.01(a) Chairman..............................................................................12
4.01(b) President.............................................................................12
4.01(c) Vice President........................................................................12
4.01(d) Secretary.............................................................................12
4.01(e) Treasurer.............................................................................13
4.01(f) Assistant Secretary or
Assistant Treasurer...................................................................14
4.02 Removal and Resignation...............................................................14
4.03 Vacancies.............................................................................14
4.04 Compensation..........................................................................14
5.00 AUTHORITY TO EXECUTE INSTRUMENTS
5.01 No Authority Absent Specific Authorization............................................14
5.02 Execution of Certain Instruments......................................................14
6.00 ISSUANCE AND TRANSFER OF SHARES
6.01 Classes and Series of Shares..........................................................15
6.02 Certificates for Fully Paid Shares....................................................15
6.3 Consideration for Shares..............................................................15
6.4 Replacement of Certificates...........................................................15
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6.05 Signing Certificates-Facsimile Signatures.............................................15
6.06 Transfer Agents and Registrars........................................................16
6.07 Conditions of Transfer................................................................16
6.8 Reasonable Doubts as to Right to Transfer.............................................16
7.00 CORPORATE RECORDS AND ADMINISTRATION
7.01 Minutes of Corporate Meetings.........................................................16
7.02 Share Register........................................................................16
7.03 Corporate Seal........................................................................17
7.04 Books of Account......................................................................17
7.05 Inspection of Corporate Records.......................................................17
7.06 Fiscal Year...........................................................................17
7.07 Waiver of Notice......................................................................17
8.00 ADOPTION OF INITIAL BYLAWS......................................................................18
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ARTICLE ONE-CORPORATE CHARTER AND BYLAWS
1.01 CORPORATE CHARTER PROVISIONS
The Corporation's Charter authorizes ten million (10,000,000) shares
to be issued. The officers and transfer agents issuing shares of the Corporation
shall ensure that the total number of shares outstanding at any given time does
not exceed this number. Such officers and agents shall advise the Board at least
annually of the authorized shares remaining available to be issued. No shares
shall be issued for less than the par value stated in the Charter. Each Charter
provision shall be observed until amended by Restated Articles or Articles of
Amendment duly filed with the Secretary of State.
1.02 REGISTERED AGENT AND OFFICE-REQUIREMENT OF FILING CHANGES WITH
SECRETARY OF STATE
The address of the Registered Office provided in the Articles of
Incorporation, as duly filed with the Secretary of State for the State of
Nevada, is: 50 West Liberty Street, Suite 880, Reno, NV 89501.
The name of the Registered Agent of the Corporation at such address,
as set forth in its Articles of Incorporation, is: The Nevada Agency and Trust
Company.
The Registered Agent or Office may be changed by filing a Statement of
Change of Registered Agent or Office or Both with the Secretary of State, and
not otherwise. Such filing shall be made promptly with each change. Arrangements
for each change in Registered Agent or Office shall ensure that the Corporation
is not exposed to the possibility of a default judgment. Each successive
Registered Agent shall be of reliable character and well informed of the
necessity of immediately furnishing the papers of any lawsuit against the
Corporation to its attorneys.
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1.03 INITIAL BUSINESS OFFICE
The address of the initial principal business office of the
Corporation is hereby established as: 2400 Loop 35 #1502, Alvin, Texas 77511.
The Corporation may have additional business offices within the State
of Nevada, and where it may be duly qualified to do business outside of Nevada,
as the Board of Directors may from time to time designate or the business of the
Corporation may require.
1.04 AMENDMENT OF BYLAWS
The Shareholders or Board of Directors, subject to any limits imposed
by the Shareholders, may amend or repeal these Bylaws and adopt new Bylaws. All
amendments shall be upon advice of counsel as to legality, except in emergency.
Bylaw changes shall take effect upon adoption unless otherwise specified. Notice
of Bylaws changes shall be given in or before notice given of the first
Shareholders' meeting following their adoption.
ARTICLE TWO-DIRECTORS AND DIRECTORS' MEETINGS
2.01 ACTION BY CONSENT OF BOARD WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting, and shall have the same force and effect as a
unanimous vote of Directors, if all members of the Board consent in writing to
the action. Such consent may be given individually or collectively.
2.02 TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws and by the
Business Corporation Act, Directors may participate in and hold a meeting by
means of conference call or similar communication by which all persons
participating can hear each other. Participation in such a meeting shall
constitute presence in person at such meeting, except participation for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
2.03 PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at the business
office of the Corporation or at such other place within or without the State of
Nevada as may be designated by the Board.
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2.04 REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held, without call
or notice, immediately following each annual Shareholders' meeting, and at such
other regularly repeating times as the Directors may determine.
2.05 CALL OF SPECIAL MEETING
Special meetings of the Board of Directors for any purpose may be
called at any time by the President or, if the President is absent or unable or
refuses to act, by any Vice President or any two Directors. Written notices of
the special meetings, stating the time and place of the meeting, shall be mailed
ten days before, or telegraphed or personally delivered so as to be received by
each Director not later than two days before, the day appointed for the meeting.
Notice of meetings need not indicate an agenda. Generally, a tentative agenda
will be included, but the meeting shall not be confined to any agenda included
with the notice.
Meetings provided for in these Bylaws shall not be invalid for lack of
notice if all persons entitled to notice consent to the meeting in writing or
are present at the meeting and do not object to the notice given. Consent may be
given either before or after the meeting.
Upon providing notice, the Secretary or other officer sending notice
shall sign and file in the Corporate Record Book a statement of the details of
the notice given to each Director. If such statement should later not be found
in the Corporate Record Book, due notice shall be presumed.
2.06 QUORUM
The presence throughout any Directors' meeting, or adjournment
thereof, of a majority of the authorized number of Directors shall be necessary
to constitute a quorum to transact any business, except to adjourn. If a quorum
is present, every act done or resolution passed by a majority of the Directors
present and voting shall be the act of the Board of Directors.
2.07 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS
A quorum of the Directors may adjourn any Directors' meeting to meet
again at a stated hour on a stated day. Notice of the time and place where an
adjourned meeting will be held need not be given to absent Directors if the time
and place is fixed at the adjourned meeting. In the absence of a quorum, a
majority of the Directors present may adjourn to a set time and place if notice
is duly given to the absent members, or until the time of the next regular
meeting of the Board.
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2.08 CONDUCT OF MEETINGS
At every meeting of the Board of Directors, the Chairman of the Board,
if there is such an officer, and if not, the President, or in the President's
absence, a Vice President designated by the President, or in the absence of such
designation, a Chairman chosen by a majority of the Directors present, shall
preside. The Secretary of the Corporation shall act as Secretary of the Board of
Directors' meetings. When the Secretary is absent from any meeting, the Chairman
may appoint any person to act as Secretary of that meeting.
2.09 POWERS OF THE BOARD OF DIRECTORS
The business and affairs of the Corporation and all corporate powers
shall be exercised by or under authority of the Board of Directors, subject to
limitations imposed by law, the Articles of Incorporation, any applicable
Shareholders' agreement, and these Bylaws.
2.10 BOARD COMMITTEES-AUTHORITY TO APPOINT
The Board of Directors may designate an executive committee and one or
more other committees to conduct the business and affairs of the Corporation to
the extent authorized. The Board shall have the power at any time to change the
powers and membership of, fill vacancies in, and dissolve any committee. Members
of any committee shall receive such compensation as the Board of Directors may
from time to time provide. The designation of any committee and the delegation
of authority thereto shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed by law.
2.11 TRANSACTIONS WITH INTERESTED DIRECTORS
Any contract or other transaction between the Corporation and any of
its Directors (or any corporation or firm in which any of its Directors are
directly or indirectly interested) shall be valid for all purposes
notwithstanding the presence of that Director at the meeting during which the
contract or transaction was authorized, and notwithstanding the Directors'
participation in that meeting. This section shall apply only if the contract or
transaction is just and reasonable to the Corporation at the time it is
authorized and ratified, the interest of each Director is known or disclosed to
the Board of Directors, and the Board nevertheless authorizes or ratifies the
contract or transaction by a majority of the disinterested Directors present.
Each interested Director is to be counted in determining whether a quorum is
present, but shall not vote and shall not be counted in calculating the majority
necessary to carry the vote. This section shall not be construed to invalidate
contracts or transactions that would be valid in its absence.
2.12 NUMBER OF DIRECTORS
The number of Directors of this Corporation shall be two. No Director
need be a resident of Nevada or a Shareholder. The number of Directors may be
increased or decreased from time to time by amendment to these Bylaws. Any
decrease in the number of Directors shall not have the effect of shortening the
tenure which any incumbent Director would otherwise enjoy.
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2.13 TERM OF OFFICE
Directors shall be entitled to hold office until their successors are
elected and qualified. Election for all Director positions, vacant or not
vacant, shall occur at each annual meeting of the Shareholders and may be held
at any special meeting of Shareholders called specifically for that purpose.
2.14 REMOVAL OF DIRECTORS
The entire Board of Directors or any individual Director may be
removed from office by a vote of Shareholders holding a majority of the
outstanding shares entitled to vote at an election of Directors. However, if
less than the entire Board is to be removed, no one of the Directors may be
removed if the votes cast against his removal would be sufficient to elect him
if then cumulatively voted at an election of the entire Board of Directors. No
director may be so removed except at an election of the class of Directors of
which he is a part. If any or all Directors are so removed, new Directors may be
elected at the same meeting. Whenever a class or series of shares is entitled to
elect one or more Directors under authority granted by the Articles of
Incorporation, the provisions of this Paragraph apply to the vote of that class
or series and not to the vote of the outstanding shares as a whole.
2.15 VACANCIES
Vacancies on the Board of Directors shall exist upon the occurrence of
any of the following events: (a) the death, resignation, or removal of any
Director; (b) an increase in the authorized number of Directors; or (c) the
failure of the Shareholders to elect the full authorized number of Directors to
be voted for at any annual, regular, or special Shareholders' meeting at which
any Director is to be elected.
2.15(a) DECLARATION OF VACANCY
A majority of the Board of Directors may declare vacant the office of
a Director if the Director: (a) is adjudged incompetent by a court order; (b) is
convicted of a crime involving moral turpitude; (c) or fails to accept the
office of Director, in writing or by attending a meeting of the Board of
Directors, within thirty (30) days of notice of election.
2.15(b) FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an increase in the number of
Directors may be filled temporarily by majority vote of the remaining Directors,
though less than a quorum, or by a sole remaining Director. Each Director so
elected shall hold office until a qualified successor is elected at a
Shareholders' meeting.
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2.15(c) FILLING VACANCIES BY SHAREHOLDERS
Any vacancy on the Board of Directors, including those caused by an
increase in the number of Directors shall be filled by the Shareholders at the
next annual meeting or at a special meeting called for that purpose. Upon the
resignation of a Director tendered to take effect at a future time, the Board or
the Shareholders may elect a successor to take office when the resignation
becomes effective.
2.16 COMPENSATION
Directors shall receive such compensation for their services as
Directors as shall be determined from time to time by resolution of the Board.
Any Director may serve the Corporation in any other capacity as an officer,
agent, employee, or otherwise, and receive compensation therefor.
2.17 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Board of Directors shall authorize the Corporation to pay or
reimburse any present or former Director or officer of the Corporation any costs
or expenses actually and necessarily incurred by that officer in any action,
suit, or proceeding to which the officer is made a party by reason of holding
that position, provided, however, that no officer shall receive such
indemnification if finally adjudicated therein to be liable for negligence or
misconduct in office. This indemnification shall extend to good-faith
expenditures incurred in anticipation of threatened or proposed litigation. The
Board of Directors may in proper cases, extend the indemnification to cover the
good-faith settlement of any such action, suit, or proceeding, whether formally
instituted or not.
2.18 INSURING DIRECTORS, OFFICERS, AND EMPLOYEES
The Corporation may purchase and maintain insurance on behalf of any
Director, officer, employee, or agent of the Corporation, or on behalf of any
person serving at the request of the Corporation as a Director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against any liability asserted against that person and
incurred by that person in any such corporation, whether or not the Corporation
has the power to indemnify that person against liability for any of those acts.
ARTICLE THREE-SHAREHOLDERS' MEETINGS
3.01 ACTION WITHOUT MEETING
Any action that may be taken at a meeting of the Shareholders under
any provision of the Nevada Business Corporation Act may be taken without a
meeting if authorized by a consent or waiver filed with the Secretary of the
Corporation and signed by all persons who would be entitled to vote on that
action at a Shareholders' meeting. Each such signed consent or waiver, or a true
copy thereof, shall be placed in the Corporate Record Book.
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3.02 TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws and by the
Business Corporation Act, Shareholders may participate in and hold a meeting by
means of conference call or similar communication by which all persons
participating can hear each other. Participation in such a meeting shall
constitute presence in person at such meeting, except participation for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
3.03 PLACE OF MEETINGS
Shareholders' meetings shall be held at the business office of the
Corporation, or at such other place within or without the State of Nevada as may
be designated by the Board of Directors or the Shareholders.
3.04 NOTICE OF MEETINGS
The President, the Secretary, or the officer or persons calling a
Shareholders' Meeting. shall give notice, or cause it to be given, in writing to
each Director and to each Shareholder entitled to vote at the meeting at least
ten (10) but not more than sixty (60) days before the date of the meeting. Such
notice shall state 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. Such
written notice may be given personally, by mail, or by other means. Such notice
shall be addressed to each recipient at such address as appears on the Books of
the Corporation or as the recipient has given to the Corporation for the purpose
of notice. Meetings provided for in these Bylaws shall not be invalid for lack
of notice if all persons entitled to notice consent to the meeting in writing or
are present at the meeting in person or by proxy and do not object to the notice
given, Consent may be given either before or after the meeting. Notice of the
reconvening of an adjourned meeting is not necessary unless the meeting is
adjourned more than thirty days past the date stated in the notice, in which
case notice of the adjourned meeting shall be given as in the case of any
special meeting. Notice may be waived by written waivers signed either before or
after the meeting by all persons entitled to the notice.
3.05 VOTING LIST
At least ten (10), but not more than sixty (60), days before each
Shareholders' meeting, the officer or agent having charge of the Corporation's
share transfer books shall make a complete list of the Shareholders entitled to
vote at that meeting or any adjournment thereof, arranged in alphabetical order,
with the address and the number of shares held by each. The list shall be kept
on file at the Registered Office of the Corporation for at least ten (10) days
prior to the meeting, and shall be subject to inspection by any Director,
officer, or Shareholder 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, during the whole time of the meeting, to the inspection of any
Shareholder. The original share transfer books shall be prima facie evidence as
to the Shareholders entitled to
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examine such list or transfer books or to vote at any meeting of Shareholders.
However, failure to prepare and to make the list available in the manner
provided above shall not affect the validity of any action taken at the meeting.
3.06 VOTES PER SHARE
Each outstanding share, regardless of class, shall be entitled to one
(1) vote on each matter submitted to a vote at a meeting of Shareholders, except
to the extent that the voting rights of the shares of any class or classes are
limited or denied pursuant to the Articles of Incorporation. A Shareholder may
vote in person or by proxy executed in writing by the Shareholder, or by the
Shareholder's duly authorized attorney-in-fact.
3.07 CUMULATIVE VOTING
Subject to any limitation stated in the Articles of Incorporation,
every Shareholder entitled to vote at any election of Directors may cumulate
votes. For this purpose, each Shareholder shall have a number of votes equal to
the number of Directors to be elected multiplied by the number of votes to which
the Shareholder's shares are entitled. The Shareholder may cast all these votes
for one candidate or may distribute the votes among any number of candidates.
The candidates receiving the highest number of votes are elected, up to the
number of vacancies to be filled. No Shareholder may cumulate votes unless that
Shareholder gives written notice of his or her intention to do so to the
Secretary of the Corporation on or before the day preceding the election at
which the votes will be cumulated. If any Shareholder gives written notice as
provided above, all Shareholders may cumulate their votes.
3.08 PROXIES
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.
Unless otherwise provided in the proxy or by law, each proxy shall be revocable
and shall not be valid after eleven (11) months from the date of its execution.
3.09 QUORUM
3.09(a) QUORUM OF SHAREHOLDERS
As to each item of business to be voted on, the presence (in person or
by proxy) of the persons who are entitled to vote a majority of the outstanding
voting shares on that matter shall constitute the quorum necessary for the
consideration of the matter at a Shareholders' meeting. The vote of the holders
of a majority of the shares entitled to vote on the matter and represented at a
meeting at which a quorum is present shall be the act of the Shareholders'
meeting.
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3.09(b) ADJOURNMENT FOR LACK OR LOSS OF QUORUM
No business may be transacted in the absence of a quorum, or upon the
withdrawal of enough Shareholders to leave less than a quorum, other than to
adjourn the meeting from time to time by the vote of a majority of the shares
represented at the meeting.
3.10 VOTING BY VOICE OR BALLOT
Elections for Directors need not be by ballot unless a Shareholder
demands election by ballot before the voting begins.
3.11 CONDUCT OF MEETINGS
Meetings of the Shareholders shall be chaired by the President, or, in
the President's absence, a Vice President designated by the President, or, in
the absence of such designation, any other person chosen by a majority of the
Shareholders of the Corporation present in person or by proxy and entitled to
vote. The Secretary of the Corporation, or, in the Secretary's absence, an
Assistant Secretary, shall act as Secretary of all meetings of the Shareholders.
In the absence of the Secretary or Assistant Secretary, the Chairman shall
appoint another person to act as Secretary of the meeting.
3.12 ANNUAL MEETINGS
The time, place, and date of the annual meeting of the Shareholders of
the Corporation, for the purpose of electing Directors and for the transaction
of any other business as may come before the meeting, shall be set from time to
time by a majority vote of the Board of Directors. If the day fixed for the
annual meeting shall be on a legal holiday in the State of Nevada, such meeting
shall be held on the next succeeding business day. If the election of Directors
is not held on the day thus designated for any annual meeting, 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 possible.
3.13 FAILURE TO HOLD ANNUAL MEETING
If, within any 13-month period, an annual Shareholders' Meeting is not
held, any Shareholder may apply to a court of competent jurisdiction in the
county in which the principal office of the Corporation is located for a summary
order that an annual meeting be held.
3.14 SPECIAL MEETINGS
A special Shareholders' meeting may be called at any time by. (a) the
President; (b) the Board of Directors; or (c) one or more Shareholders holding
in the aggregate one-tenth or more of all the shares entitled to vote at the
meeting. Such meeting may be called for any purpose. The party calling the
meeting may do so only by written request sent by registered mail or delivered
in person to the President or Secretary. The officer receiving the written
request shall within ten (10) days from the date of its receipt cause notice of
the meeting to be sent to all the Shareholders entitled to vote at such a
meeting. If the officer does not give notice of the meeting within ten (10) days
after
<PAGE>
the date of receipt of the written request, the person or persons calling the
meeting may fix the time of the meeting and give the notice. The notice shall be
sent pursuant to Section 3.04 of these Bylaws. The notice of a special
Shareholders' meeting must state the purpose or purposes of the meeting and,
absent consent of every Shareholder to the specific action taken, shall be
limited to purposes plainly stated in the notice, notwithstanding other
provisions herein.
ARTICLE FOUR-OFFICERS
4.01 TITLE AND APPOINTMENT
The officers of the Corporation shall be a President and a Secretary,
as required by law. The Corporation may also have, at the discretion of the
Board of Directors, a Chairman of the Board, one or more Vice Presidents, a
Treasurer, one or more Assistant Secretaries, and one or more Assistant
Treasurers. Any two or more offices, including President and Secretary may be
held by one person. All officers shall be elected by and hold office at the
pleasure of the Board of Directors, which shall fix the compensation and tenure
of all officers.
4.01(a) CHAIRMAN OF THE BOARD
The Chairman, if there shall be such an officer, shall, if present,
preside at the meetings of the Board of Directors and exercise and perform such
other powers and duties as may from time to time be assigned to the Chairman by
the Board of Directors or prescribed by these Bylaws.
4.01(b) PRESIDENT
Subject to such supervisory powers, if any, as may be given to the
Chairman, if there is one, by the Board of Directors, the President shall be the
chief executive officer of the Corporation and shall, subject to the control of
the Board of Directors, have general supervision, direction, and control of the
business and officers of the Corporation. The President shall have the general
powers and duties of management usually vested in the office of President of a
corporation; shall have such other powers and duties as may be prescribed by the
Board of Directors or the Bylaws; and shall be ex officio a member of all
standing committees, including the executive committee, if any. In addition, the
President shall preside at all meetings of the Shareholders and in the absence
of the Chairman, or if there is no Chairman, at all meetings of the Board of
Directors.
4.01(c) VICE PRESIDENT
Any Vice President shall have such powers and perform such duties as from time
to time may be prescribed by these Bylaws, by the Board of Directors, or by the
President. In the absence or disability of the President, the senior or duly
appointed Vice President, if any, shall perform all the duties of the President,
pending action by the Board of Directors when so acting, such Vice President
shall have all the powers of, and be subject to all the restrictions on, the
President.
4.01(d) SECRETARY
The Secretary shall:
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(1) See that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law. In case of the
absence or disability of the Secretary. or the Secretary's
refusal or neglect to act, notice may be given and served by an
Assistant Secretary or by the Chairman, the President, any Vice
President, or by the Board of Directors.
(2) Keep the minutes of corporate meetings, and the Corporate Record
Book, as set out in Section 7.01 hereof.
(3) Maintain, in the Corporate Record Book, a record of all share
certificates issued or canceled and all shares of the Corporation
canceled or transferred.
(4) Be custodian of the Corporation's records and of any seal, which
the Corporation may from time to time adopt. when the Corporation
exercises its right to use a seal, the Secretary shall see that
the seal is embossed on all share certificates prior to their
issuance and on all documents authorized to be executed under
seal in accordance with the provisions of these Bylaws.
(5) In general, perform all duties incident to the office of
Secretary, and such other duties as from time to time may be
required by Sections 7.01, 7.02, and 7.03 of these Bylaws, by
these Bylaws generally, by the Board of Directors, or by the
President.
4.01(e) TREASURER
The Treasurer shall:
(1) Have charge and custody of, and be responsible for, all funds and
securities of the Corporation, and deposit all funds in the name
of the Corporation in those banks, trust companies, or other
depositories that shall be selected by the Board of Directors.
(2) Receive, and give receipt for, monies due and payable to the
Corporation.
(3) Disburse or cause to be disbursed the funds of the Corporation as
may be directed by the Board of Directors, taking proper vouchers
for those disbursements.
(4) If required by the Board of Directors or the President, give to
the Corporation a bond to assure the faithful performance of the
duties of the Treasurer's office and the restoration to the
Corporation of all corporate books, papers, vouchers, money, and
other property of whatever kind in the Treasurer's possession or
control, in case of the Treasurer's death, resignation,
retirement, or removal from office. Any such bond shall be in a
sum satisfactory to the Board of Directors, with one or more
sureties or a surety company satisfactory to the Board of
Directors.
(5) In general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to the Treasurer by Sections 7.O4 and 7.05 of these
Bylaws, by these Bylaws generally, by the Board of Directors, or
by the President.
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4.01(f) ASSISTANT SECRETARY AND ASSISTANT TREASURER
The Assistant Secretary or Assistant Treasurer shall have such powers
and perform such duties as the Secretary or Treasurer, respectively, or as the
Board of Directors or President may prescribe. In case of the absence of the
Secretary or Treasurer, the senior Assistant Secretary or Assistant Treasurer,
respectively, may perform all of the functions of the Secretary or Treasurer.
4.02 REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by vote of a
majority of the Directors at any regular or special meeting of the Board, or,
except in case of an officer chosen by the Board of Directors, by any committee
or officer upon whom that power of removal may be conferred by the Board of
Directors. Such removal shall be without prejudice to the contract rights, if
any, of the person removed. Any officer may resign at any time by giving written
notice to the Board of Directors, the President, or the Secretary of the
Corporation. Any resignation shall take effect on the date of the receipt of
that notice or at any later time specified therein, and, unless otherwise
specified therein, the acceptance of that resignation shall not be necessary to
make it effective.
4.03 VACANCIES
Upon the occasion of any vacancy occurring in any office of the
Corporation, by reason of death, resignation, removal, or otherwise, the Board
of Directors may elect an acting successor to hold office for the unexpired term
or until a permanent successor is elected.
4.04 COMPENSATION
The compensation of the officers shall be fixed from time to time by
the Board of Directors, and no officer shall be prevented from receiving a
salary by reason of the fact that the officer is also a Shareholder or a
Director of the Corporation, or both.
ARTICLE FIVE-AUTHORITY TO EXECUTE INSTRUMENTS
5.01 NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION
These Bylaws provide certain authority for the execution of
instruments. The Board of Directors, except as otherwise provided in these
Bylaws, may additionally 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. Unless expressly authorized by these Bylaws or the Board of
Directors, no officer, agent, or employee shall have any power or authority to
bind the Corporation by any contract or engagement nor to pledge its credit nor
to render it pecuniarily liable for any purpose or in any amount.
5.02 EXECUTION OF CERTAIN INSTRUMENTS
Formal contracts of the Corporation, promissory notes, deeds, deeds of
trust, mortgages, pledges, and other evidences of indebtedness of the
Corporation, other corporate documents, and
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certificates of ownership of liquid assets held by the Corporation shall be
signed or endorsed by the President or any Vice President and by the Secretary
or the Treasurer, unless otherwise specifically determined by the Board of
Directors or otherwise required by law.
ARTICLE SIX-ISSUANCE AND TRANSFER OF SHARES
6.01 CLASSES AND SERIES OF SHARES
The Corporation may issue one or more classes or series of shares, or
both. Any of these classes or series may have full, limited, or no voting
rights, and may have such other preferences, rights, privileges, and
restrictions as are stated or authorized in the Articles of Incorporation. All
shares of any one class shall have the same voting, conversion, redemption, and
other rights, preferences, privileges, and restrictions, unless the class is
divided into series, If a class is divided into series, all the shares of any
one series shall have the same voting, conversion, redemption, and other.
rights, preferences, privileges, and restrictions. There shall always be a class
or series of shares outstanding that has complete voting rights except as
limited or restricted by voting rights conferred on some other class or series
of outstanding shares.
6.02 CERTIFICATES FOR FULLY PAID SHARES
Neither shares nor certificates representing shares may be issued by
the Corporation until the full amount of the consideration has been received
when the consideration has been paid to the Corporation, the shares shall be
deemed to have been issued and the certificate representing the shares shall be
issued to the shareholder.
6.03 CONSIDERATION FOR SHARES
Shares may be issued for such consideration as may be fixed from time
to time by the Board of Directors, but not less than the par value stated in the
Articles of Incorporation. The consideration paid for the issuance of shares
shall consist of money paid, labor done, or property actually received, and
neither promissory notes nor the promise of future services shall constitute
payment nor partial payment for shares of the Corporation.
6.04 REPLACEMENT OF CERTIFICATES
No replacement share certificate shall be issued until the former
certificate for the shares represented thereby shall have been surrendered and
canceled, except that replacements for lost or destroyed certificates may be
issued, upon such terms, conditions, and guarantees as the Board may see fit to
impose, including the filing of sufficient indemnity.
6.05 SIGNING CERTIFICATES-FACSIMILE SIGNATURES
All share certificates shall be signed by the officer(s) designated by
the Board of Directors. The signatures of the foregoing officers may be
facsimiles. If the officer who has signed or whose facsimile signature has been
placed on the certificate has ceased to be such officer before the
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certificate issued, the certificate may be issued by the Corporation with the
same effect as if he or she were such officer on the date of its issuance.
6.06 TRANSFER AGENTS AND REGISTRARS
The Board of Directors may appoint one or more transfer agents or
transfer clerks, and one or more registrars, at such times and places as the
requirements of the Corporation may necessitate and the Board of Directors may
designate. Each registrar appointed, if any, shall be an incorporated bank or
trust company, either domestic or foreign.
6.07 CONDITIONS OF TRANSFER
The party in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof as regards the Corporation,
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, and prior written notice thereof shall be given to
the Secretary of the Corporation, or to its transfer agent, if any, such fact
shall be stated in the entry of the transfer.
6.8 REASONABLE DOUBTS AS TO RIGHT TO TRANSFER
When a transfer of shares is requested and there is reasonable doubt
as to the right of the person seeking the transfer, the Corporation or its
transfer agent, before recording the transfer of the shares on its books or
issuing any certificate therefor, may require from the person seeking the
transfer reasonable proof of that person's right to the transfer. If there
remains a reasonable doubt of the right to the transfer, the Corporation may
refuse a transfer unless the person gives adequate security or a bond of
indemnity executed by a corporate surety or by two individual sureties
satisfactory to the Corporation as to form, amount, and responsibility of
sureties. The bond shall be conditioned to protect the Corporation, its
officers, transfer agents, and registrars, or any of them, against any loss,
damage, expense, or other liability for the transfer or the issuance of a new
certificate for shares.
ARTICLE SEVEN-CORPORATE RECORDS AND ADMINISTRATION
7.01 MINUTES OF CORPORATE MEETINGS
The Corporation shall keep at the principal office, or such other
place as the Board of Directors may order, a book recording the minutes of all
meetings of its Shareholders and Directors, with the time and place of each
meeting, whether such meeting was regular or special, a copy of the notice given
of such meeting, or of the written waiver thereof, and, if it is a special
meeting, how the meeting was authorized. The record book shall further show the
number of shares present or represented at Shareholders' meetings, and the names
of those present and the proceedings of all meetings.
7.02 SHARE REGISTER
The Corporation shall keep at the principal office, or at the office
of the transfer agent, a share register showing the names of the Shareholders,
their addresses, the number and class of
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shares issued to each, the number and date of issuance of each certificate
issued for such shares, and the number and date of cancellation of every
certificate surrendered for cancellation. The above information may be kept on
an information storage device such as a computer, provided that the device is
capable of reproducing the information in clearly legible form. If the
Corporation is taxed under Internal Revenue Code Section 1244 or Subchapter S,
the Officer issuing shares shall maintain the appropriate requirements regarding
issuance.
7.03 CORPORATE SEAL
The Board of Directors may at any time adopt, prescribe the use of, or
discontinue the use of, such corporate seal as it deems desirable, and the
appropriate officers shall cause such seal to be affixed to such certificates
and documents as the Board of Directors may direct.
7.04 BOOKS OF ACCOUNT
The Corporation shall maintain correct and adequate accounts of its
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus, and
shares. The corporate bookkeeping procedures shall conform to accepted
accounting practices for the Corporation's business or businesses. subject to
the foregoing, The chart of financial accounts shall be taken from, and designed
to facilitate preparation of, current corporate tax returns. Any surplus,
including earned surplus, paid-in surplus, and surplus arising from a reduction
of stated capital, shall be classed by source and shown in a separate account.
If the Corporation is taxed under Internal Revenue Code Section 1244 or
Subchapter S, the officers and agents maintaining the books of account shall
maintain the appropriate requirements.
7.05 INSPECTION OF CORPORATE RECORDS
A Director or Shareholder demanding to examine the Corporation's books
or records may be required to first sign an affidavit that the demanding party
will not directly or indirectly participate in reselling the information and
will keep it confidential other than in use for proper purposes reasonably
related to the Director's or Shareholder's role. A Director who insists on
examining the records while refusing to sign this affidavit thereby resigns as a
Director.
7.06 FISCAL YEAR
The fiscal year of the Corporation shall be as determined by the Board
of Directors and approved by the Internal Revenue Service. The Treasurer shall
forthwith arrange a consultation with the Corporation's tax advisers to
determine whether the Corporation is to have a fiscal year other than the
calendar year. If so, the Treasurer shall file an election with the Internal
Revenue Service as early as possible, and all correspondence with the IRS,
including the application for the Corporation's Employer Identification Number,
shall reflect such non-calendar year election.
7.07 WAIVER OF NOTICE
Any notice required by law or by these Bylaws may be waived by
execution of a written waiver of notice executed by the person entitled to the
notice. The waiver may be signed before or after the meeting.
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ARTICLE EIGHT ADOPTION OF INITIAL BYLAWS
The foregoing bylaws were adopted by the Board of Directors on July 30, 1998.
/s/ David Mortenson
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Director
/s/ John T. Bauska
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Director
Attested to, and certified by:
/s/ David Mortenson
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Secretary
