BY-LAWS
OF
TUNDRA RESOURCES, INC.
ARTICLE I
SHAREHOLDERS
Section 1.01 Annual Meeting.
The annual meeting of the shareholders shall be held at such
date and time as shall be designated by the board of directors
and stated in the notice of the meeting or in duly executed
waiver of notice thereof. If the corporation shall fail to
provide notice of the annual meeting of the shareholders as set
forth above, the annual meeting of the shareholders of the
corporation shall be held during the month of November or
December of each year as determined by the Board of Directors,
for the purpose of electing, directors of the corporation to
serve during the ensuing year and for the transaction of such
other business as may properly come before the meeting. If the
location of the directors is not held on the day designated
herein for any annual meeting, of the shareholders, or at any
adjournment thereof, the president shall cause the election to
be held at a special meeting of the shareholders as soon
thereafter as is convenient.
Section 1.02 Special Meetings.
Special meetings of the shareholders may be called by the
president or the Board of Directors and shall be called by the
president at the written request of the holders of not less than
51 % of the issued and outstanding shares of capital stock of
the corporation.
All business lawfully to be transacted by the shareholders may
be transacted at any special meeting at any adjournment thereof
However, no business shall be acted upon at a special meeting,
except that referred to in the notice calling the meeting,
unless all of the outstanding capital stock of the corporation
is represented either in person or by proxy. Where all of the
capital stock is represented, any lawful business may be
transacted and the meeting shall be valid for all purposes.
Section 1.03 Place of Meetings.
Any meeting, of the shareholders of the corporation may be held
at its principal office in the State of Nevada or such other
place in or out of the United States as the Board of Directors
may designate. A waiver of notice signed by the shareholders
entitled to vote may designate any place for the holding of such
meeting, Section 1.04 Notice of Meetings.
(a) The secretary shall sign and deliver to all
shareholders of record written or printed notice of any meeting
at least ten (10) days, but not more than sixty (60) days,
before the date of such meeting; which notice shall state the
place, date and time of the meeting, the general nature of the
business to be transacted, and, in the case of any meeting at
which directors are to be elected, the names of nominees, if
any, to be presented for election.
(b) In the case of any meeting, any proper business may be
presented for action, except that the following items shall be
valid only if the general nature of the proposal is stated in
the notice or written waiver of notice:
(1) Action with respect to any contract or
transaction between the corporation and one or more of its
directors or another firm, association, or corporation in which
one or more of its directors has a material financial interest;
(2) Adoption of amendments to the Articles of
Incorporation; or
(3) Action with respect to the merger, consolidation,
reorganization, partial or complete liquidation, or dissolution
of the corporation.
(c) The notice shall be personally delivered or mailed by
first class mail to each shareholder of record at the last known
address thereof, as the same appears on the books of the
corporation, and the giving of such notice shall be deemed
delivered the date the same is deposited in the United States
mail, postage prepaid. If the address of any shareholder does
not appear upon the books of the corporation, it will be
sufficient to address any notice to such shareholder at the
principal office of the corporation.
(d) The written certificate of the person calling any
meeting, duly sworn, setting forth the substance of the notice,
the time and place the notice was mailed or personally delivered
to the several shareholders, and the addresses to which the
notice was mailed shall be prima facie evidence of the manner
and fact of giving such notice.
Section 1.05 Waiver of Notice.
If all of the shareholders of the corporation shall waive notice
of a meeting, no notice shall be required, and, whenever all of
the shareholders shall meet in person or by proxy, such meeting
shall be valid for all purposes without call or notice, and at
such meeting any corporate action may be taken.
Section 1.06 Determination of Shareholders of Record
(a) The Board of Directors may at any time fix a future
date as a record date for the determination of the shareholders
entitled to notice of any meeting or to vote or entitled to
receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in
respect of any other lawful action. The record date so fixed
shall not be more than sixty (60) days prior to the date of such
meeting nor more than sixty (60) days prior to any other action.
When a record date is so fixed, only shareholders of record on
that date are entitled to notice of and to vote at the meeting
or to receive the dividend, distribution or allotment of rights,
or to exercise their rights, as the case may be, notwithstanding
any transfer of any shares on the books of the corporation after
the record date.
(b) If no record date is fixed by the Board of Directors,
then (1) the record date for determining shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at
the close of business on the business day next preceding the day
on which notice is given or, if notice is waived, at the close
of business on the day next preceding the day on which the
meeting is held; (2) the record date for determining
shareholders entitled to give consent to corporate action in
writing without a meeting, when no prior action by the Board of
Directors is necessary, shall be the day on which written
consent is given, and (3) the record date for determining,
shareholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto, or the sixtieth (60th) day prior to
the date of such other action, whichever is later.
Section 1.07 Quorum: Adjourned Meeting
(a) At any meeting of the shareholders, a majority of the
issued and outstanding shares of the corporation represented in
person or by proxy, shall constitute a quorum.
(b) If less than a majority of the issued and outstanding
shares are represented, a majority of shares so represented may
adjourn from time to time at the meeting, until holders of the
amount of stock required to constitute a quorum shall be in
attendance. At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might
have been transacted as originally called. When a shareholders'
meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken,
unless the adjournment is for more than ten (10) days in which
event notice thereof shall be given.
Section 1.08 Voting.
(a) Each shareholder of record, such shareholders duly
authorized proxy or attorney-in-fact shall be entitled to one
(1) vote for each share of stock standing registered in such
shareholder's name on the books of the corporation on the record
date.
(b) Except as otherwise provided herein, all votes with
respect to shares standing, in the name of an individual on the
record date (included pledged shares) shall be cast only by that
individual or such individuals duly authorized proxy or
attorney-in-fact. With respect to shares held by a
representative of the estate of a deceased shareholder,
guardian, conservator, custodian or trustee, votes may be cast
by such holder upon proof of capacity, even though the shares do
not stand in the name of such holder. In the case of shares
under the control of a receiver, the receiver may cast votes
carried by such shares even though the shares do not stand in
the name of the receiver provided that the order of the court of
competent jurisdiction which appoints the receiver contains the
authority to cast votes carried by such shares. If shares stand
in the name of a minor, votes may be cast only by the duly-
appointed guardian of the estate of such minor if such guardian
has provided the corporation with written notice and proof of
such appointment.
(c) With respect to shares standing in the name of a
corporation on the record date, votes may be cast by such
officer or agents as the by-laws of such corporation prescribe
or, in the absence of an applicable by-law provision, by such
person as may be appointed by resolution of the Board of
Directors of such corporation. In the event no person is so
appointed, such votes of the corporation may be cast by any
person (including the officer making the authorization)
authorized to do so by the Chairman of the Board of Directors,
President or any Vice President of such corporation.
(d) Notwithstanding anything to the contrary herein
contained, no votes may be cast by shares owned by this
corporation or its subsidiaries, if any. If shares are held by
this corporation or its subsidiaries, if any, in a fiduciary
capacity, no votes shall be cast with respect thereto on any
matter except to the extent that the beneficial owner thereof
possesses and exercises either a right to vote or to give the
corporation holding the same binding instructions on how to
vote.
(e) With respect to shares standing in the name of two or
more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, husband and wife as community
property, tenants by the entirety, voting trustees, persons
entitled to vote under a shareholder voting agreement or
otherwise and shares held by two or more persons (including
proxy holders) having the same fiduciary relationship respect in
the same shares, votes may be cast in the following manner:
(1) If only one such person votes, the votes of such
person binds all.
(2) If more than one person casts votes, the act of
the majority so voting binds all.
(3) If more than one person casts votes, but the vote
is evenly split on a particular matter, the votes shall be
deemed cast proportionately as split.
(f) Any holder of shares entitled to vote on any matter
may cast a portion of the votes in favor of such matter and
refrain from casting the remaining, votes or cast the same
against the proposal, except in the case of elections of
directors. if such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed
that the holder is casting affirmative votes with respect to all
shares held.
(g) If a quorum is present, the affirmative vote of
holders of a majority of the shares represented at the meeting
and entitled to vote on any matter shall be the act of the
shareholders, unless a vote of greater number or voting by
classes is required by the laws of the State of Nevada, the
Articles of Incorporation and these By-Laws.
Section 1.09 Proxies.
At any meeting of shareholders, any holder of shares
entitled to vote may authorize another person or persons to vote
by proxy with respect to the shares held by an instrument in
writing and subscribed to by the holder of such shares entitled
to vote. No proxy shall be valid after the expiration of six (6)
months from the date of execution thereof, unless coupled with
an interest or unless otherwise specified in the proxy. In no
event shall the term of a proxy exceed seven (7) years from the
date of its execution. Every proxy shall continue in full force
and effect until its expiration or revocation. Revocation may be
effected by filing an instrument revoking the same or a duly-
executed proxy bearing a later date with the secretary of the
corporation.
Section 1.10 Order of Business.
At the annual shareholders meeting, the regular order of
business shall be as follows:
(1) Determination of shareholders present and existence of
quorum;
(2) Reading and approval of the minutes of the previous
meeting or meetings;
(3) Reports of the Board of Directors, the president
treasurer and secretary of the corporation, in the order named;
(4) Reports of committee;
(5) Election of directors;
(6) Unfinished business;
(7) New business; and
(8) Adjournment.
Section 1. 11 Absentees Consent to Meetings.
Transactions of any meeting of the shareholders are as
valid as though had at a meeting duly-held after regular call
and notice if a quorum is present, either in person or by proxy,
and if, either before or after the meeting, each of the persons
entitled to vote, not present in person or by proxy (and those
who, although present, either object at the beginning of the
meeting to the transaction of any business because the meeting
has not been lawfully called or convened or expressly object at
the meeting to the consideration of matters not included in the
notice which are legally required to be included therein), signs
a written waiver of notice and/or consent to the holding of the
meeting or an approval of the minutes thereof all such waivers,
consents, and approvals shall be filed with the corporate
records and made a part of the minutes of the meeting,
Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person objects at the
beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened and
except that attendance at a meeting is not a waiver of any right
to object to the consideration of matters not included in the
notice if such objection is expressly made at the beginning.
Neither the business to be transacted at nor the purpose of any
regular or special meeting of shareholders need be specified in
any written waiver of notice, except as otherwise provided in
Section 1.04(b) of these By-Laws.
Section 1. 12 Action Without meeting.
Any action which may be taken by the vote of the
shareholders at a meeting may be taken without a meeting if
consented to by the holders of a majority of the shares entitled
to vote or such greater proportion as may be required by the
laws of the State of Nevada, the Articles of Incorporation, or
these By-Laws. Whenever action is taken by written consent, a
meeting of shareholders needs not be called or noticed.
ARTICLE II
DIRECTORS
Section 2.01 Number, Tenure and Qualification.
Except as otherwise provided herein, the Board of Directors
of the corporation shall consist of at least one (1) but no more
than nine (9) persons, who shall be elected at the annual
meeting of the shareholders of the corporation and who shall
hold office for one (1) year or until their successors are
elected and qualify.
Section 2.02 Resignation.
Any director may resign effective upon giving written
notice to the chairman of the Board of Directors, the president,
or the secretary of the corporation, unless the notice specifies
a later time for effectiveness of such resignation. If the Board
of Directors accepts the resignation of a director tendered to
take effect at a future date, the Board or the shareholders may
elect a successor to take office when the resignation becomes
effective.
Section 2.03 ) Reduction in Number.
No reduction of the number of directors shall have the
effect of removing any director prior to the expiration of his
term of office.
Section 2.04 Removal.
(a) The Board of Directors or the shareholders of the
corporation, by a majority vote, may declare vacant the office
of a director who has been declared incompetent by an order of a
court of competent jurisdiction or convicted of a felony.
Section 2.05 Vacancies.
(a) A vacancy in the Board of Directors because of death,
resignation, removal, change in number of directors, or
otherwise may be filled by the shareholders at any regular or
special meeting or any adjourned meeting thereof or the
remaining director(s) by the affirmative vote of a majority
thereof. A Board of Directors consisting of less than the
maximum number authorized in Section 2.01 of ARTICLE II
constitutes vacancies on the Board of Directors for purposes of,
this paragraph and may be filled as set forth above including by
the election of a majority of the remaining directors. Each
successor so elected shall hold office until the next annual
meeting of shareholders or until a successor shall have been
duly-elected and qualified.
(b) If, after the filling of any vacancy by the directors,
the directors then in office who have been elected by the
shareholders shall constitute less than a majority of the
directors then in office, any holder or holders of an aggregate
of five percent (51/4) or more of the total number of shares
entitled to vote may call a special meeting of shareholders to
be held to elect the entire Board of Directors. The term of
office of any director shall terminate upon such election of a
successor.
Section 2.06 Regular Meetings.
Immediately following the adjournment of, and at the same
place as, the annual meeting of the shareholders, the Board of
Directors, including directors newly elected, shall hold its
annual meeting without notice, other than this provision, to
elect officers of the corporation and to transact such further
business as may be necessary or appropriate The Board of
Directors may provide by resolution the place, date and hour for
holding additional regular meetings.
Section 2.07 Special Meetings.
Special meetings of the Board of Directors may be called by
the chairman and shall be called by the chairman upon the
request of any two (2) directors or the president of the
corporation.
Section 2.08 Place of Meeting.
Any meeting of the directors of the corporation may be held
at its principal office in the State of Nevada, or at such other
place in or out of the United States as the Board of Directors
may designate. A waiver or notice signed by the directors may
designate any place for the holding of such meeting.
Section 2.09 Notice of Meeting.
Except as otherwise provided in Section 2.06, the chairman
shall deliver to all directors written or printed notice of any
special meeting, at least three (3) days before the date of such
meeting, by delivery of such notice personally or mailing such
notice first class mail, or by telegram If mailed, the notice
shall be deemed delivered two (2) business days following the
date the same is deposited in the United States mail, postage
prepaid Any director may waive notice of any meeting, and the
attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, unless such attendance is for the
express purpose of objecting to the transaction of business
threat because the meeting is not properly called or convened.
Section 2.10 Quorum; Adjourned Meetings.
(a) A majority of the Board of Directors in office shall
constitute a quorum.
(b) At any meeting of the Board of Directors where a
quorum is not present, a majority of those present may adjourn,
from time to time, until a quorum is present, and no notice of
such adjournment shall be required. At any adjourned meeting
where a quorum is present, any business may be transacted which
could have been transacted at the meeting originally called.
Section 2.11 Action Without Meeting.
Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may
be taken without a meeting if a written consent thereto is
signed by all of the members of the Board of Directors or of
such committee. Such written consent or consents shall be filed
with the minutes of the proceedings of the Board of Directors or
committee. Such action by written consent shall have the same
force and effect as the unanimous vote of the Board of Directors
or committee.
Section 2.12 Telephonic Meetings.
Meetings of the Board of Directors may be held through the
use of a conference telephone or similar communications
equipment so long as all members participating in such meeting
can hear one another at the time of such meeting, Participation
in such a meeting constitutes presence in person at such
meeting.
Section 2.13 Board Decisions.
The affirmative vote of a majority of the, directors
present at a meeting at which a quorum is present shall be the
act of the Board of Directors.
Section 2.14 Powers and Duties.
(a) Except as otherwise provided in the Articles of
Incorporation or the laws of the State of Nevada, the Board of
Directors is invested with the complete and unrestrained
authority to manage the affairs of the corporation, and is
authorized to exercise for such purpose as the general agent of
the corporation, its entire corporate authority in such manner
as it sees fit. The Board of Directors may delegate any of its
authority to menace, control or conduct the current business of
the corporation to any standing or special committee or to any
officer or agent and to appoint any persons to be agents of the
corporation with such powers, including the power to sub-
delegate, and upon such terms as may be deemed fit.
(b) The Board of Directors shall present to the
shareholders at annual meetings of the shareholders, and when
called for by a majority vote of the shareholders at a special
meeting of the shareholders, a full and clear statement of the
condition of the corporation, and shall, at request, furnish
each of the shareholders with a true copy thereof.
(c) The Board of Directors, in its discretion, may submit
any contract or act for approval or ratification at any annual
meeting of the shareholders or any special meeting, properly
called for the purpose of considering any such contract or act,
provided a quorum is present, the contract or act shall be valid
and binding upon the corporation and upon all the shareholders
thereof, if approved and ratified by the affirmative vote of a
majority of the shareholders at such meeting.
(d) In furtherance and not in limitation of the powers
conferred by the laws of the State of Nevada, the Board of
Directors is expressly authorized and empowered to issue stock
of the Corporation for money, property, services rendered, labor
performed, cash advanced, acquisitions for other corporations or
for any other assets of value in accordance with the action of
the Board of Directors without vote or consent of the
shareholders and the judgment of the Board of Directors as to
the value received and in return therefore shall be conclusive
and said stock, when issued, shall be fully-paid and non-
assessable.
Section 2.15 Compensation.
The directors shall be allowed and paid all necessary
expenses incurred in attending any meetings of the Board.
Section 2.16 Board Officers.
(a) At its annual meeting, the Board of Directors shall
elect, from among its members, a chairman to preside at the
meetings of the Board of Directors. The Board of Directors may
also elect such other board officers and for such term as it
may, from time to time, determine advisable.
(b) Any vacancy in any board office because of death,
resignation, removal or otherwise may be filled by the Board of
Directors for the unexpired portion of the term of such office.
Section 2.17 Order of Business.
The order of business at any meeting, of the Board of
Directors shall be as follows:
(1) Determination of members present and existence of
quorum;
(2) Reading- and approval of the minutes of any previous
meeting or meetings;
(3) Reports of officers and committeemen;
(4) Election of officers;
(5) Unfinished business;
(6) New business; and
(7) Adjournment.
ARTICLE III
OFFICERS
Section 3. 01 Election.
The Board of Directors, at its first meeting following the
annual meeting of shareholders, shall elect a president, a
secretary and a treasurer to hold office for one (1) year next
coming and until their successors are elected and qualify. Any
person may hold two or more offices. The Board of Directors may,
from time to time, by resolution, appoint one or more vice
presidents, assistant secretaries, assistant treasurers and
transfer agents of the corporation as it may deem advisable;
prescribe their duties; and fix their compensation.
Section 3.02 Removal; Resignation.
Any officer or agent elected or appointed by the Board of
Directors may be removed by it whenever, in its judgment the
best interest of the corporation would be served thereby. Any
officer may resign at any time upon written notice to the
corporation without prejudice to the rights, if any, of the
corporation under any contract to which the resigning officer is
a party.
Section 3.03 Vacancies.
Any vacancy in any office because of death, resignation,
removal, or otherwise may be filled by the Board of Directors
for the unexpired portion of the term of such office.
Section 3.04 President.
The president shall be the general manager and executive
officer of the corporation, subject to the supervision and
control of the Board of Directors, and shall direct the
corporate affairs, with full power to execute all resolutions
and orders of the Board of Directors not especially entrusted to
some other officer of the corporation. The president shall
preside at all meetings of the shareholders and shall sign the
certificates of stock issued by the corporation, and shall
perform such other duties as shall be prescribed by the Board of
Directors.
Unless otherwise ordered by the Board of Directors, the
president shall have full power and authority on behalf of the
corporation to attend and to act and to vote at any meetings of
the shareholders of any corporation in which the corporation may
hold stock and, at any such meetings, shall possess and may
exercise any and all rights and powers incident to the ownership
of such stock. The Board of Directors, by resolution from time
to time, may confer like powers on any person or persons in
place of the president to represent the corporation for these
purposes.
Section 3.05 Vice President.
The Board of Directors may elect one or more vice
presidents who shall be vested with all the powers and perform
all the duties of the president whenever the president is absent
or unable to act, including the signing of the certificates of
stock issued by the corporation, and the vice president shall
perform such other duties as shall be prescribed by the Board of
Directors.
Section 3.06 Secretary.
The secretary shall keep the minutes of all meetings of the
shareholders and the Board of Directors in books provided for
that purpose. The secretary shall attend to the giving and
service of all notices of the corporation, may sign with the
president in the name of the corporation all contracts
authorized by the Board of Directors or appropriate committee,
shall have the custody of the corporate seal, shall affix the
corporate seal to all certificates of stock duly issued by the
corporation, shall have charge of stock certificate books,
transfer books and stock ledgers, and such other books and
papers as the Board of Directors or appropriate committee may
direct, and shall, in general perform all duties incident to the
office of the secretary. All corporate books kept by the
secretary shall be open for examination by any director at any
reasonable time.
Section 3.07 Assistant Secretary
The Board of Directors may appoint an assistant secretary
who shall have such powers and perform such duties as may be
prescribed for him by the secretary of the corporation or by the
Board of Directors.
Section 3.08 Treasurer.
The treasurer shall be the chief financial officer of the
corporation, subject to the supervision and control of the Board
of Directors, and shall have custody of all the funds and
securities of the corporation. When necessary or proper, the
treasurer shall endorse on behalf of the corporation for
collection checks, notes and other obligations, and shall
deposit all monies to the credit of the corporation in such bank
or banks or other depository as the Board of Directors may
designate, and shall sign all receipts and vouchers for payments
made by the corporation. Unless otherwise specified by the
Board of Directors, the treasurer shall sign with the president
all bills of exchange and promissory notes of the corporation,
shall also have the care and custody of the stocks, bonds,
certificates, vouchers, evidence of debts, securities and such
other property belonging to the corporation as the Board of
Directors shall designate, and shall sign all papers required by
law, by these By-laws or by the Board of Directors to be signed
by the treasurer. The treasurer shall enter regularly in the
books of the corporation, to be kept for that purpose, full and
accurate accounts of all monies received and paid on account of
the corporation and whenever required by the Board of Directors,
the treasurer shall render a statement of any or all accounts.
The treasurer shall at all reasonable times exhibit the books of
account to any directors of the corporation and shall perform
all acts incident to the position of treasurer subject to the
control of the Board of Directors. The treasurer shall, if
required by the Board of Directors, give a bond to the
corporation in such sum and with such security as shall be
approved by the Board of Directors for the faithful performance
of all the duties of the treasurer and for restoration to the
corporation in the event of the treasurer's death, resignation,
retirement, or removal from office, of all books, records,
papers, vouchers, money and other property belonging to the
corporation. The expense of such bond shall be borne by the
corporation.
Section 3.09 Assistant Treasurer.
The Board of Directors may appoint an assistant treasurer
who shall have such powers and perform such duties as may be
prescribed by the treasurer of the corporation or by the Board
of Directors, and the Board of Directors may require the
assistant treasurer to give a bond to the corporation in such
sum and with such security as it may approve, for the faithful
performance of the duties of assistant treasurer, and for the
restoration to the corporation, in the event of the assistant
treasurer's death, resignation, retirement or removal from
office, of all books, records, papers, vouchers, money and other
property belonging to the corporation. The expense of such bond
shall be borne by the corporation.
ARTICLE IV
CAPITAL STOCK
Section 4.01 Issuance.
Shares of capital stock of the corporation shall be issued
in such manner and at such times and upon such conditions as
shall be prescribed by the Board of Directors.
Section 4.02 Certificates.
Ownership in the corporation shall be evidenced by
certificates for shares of stock in such form as shall be
prescribed by the Board of Directors, shall be under the seal of
the corporation and shall be signed by the president or the vice
president and also by the secretary or an assistant secretary.
Each certificate shall contain the name of the record holder,
the number, designation, if any, class or series of shares
represented, a statement of summary of any applicable rights,
preferences, privileges, or restrictions thereon, and a
statement that the shares are assessable, if applicable. All
certificates shall be consecutively numbered. The name and
address of the shareholder, the number of shares, and the date
of issue shall be entered on the stock transfer books of the
corporation.
Section 4.03 Surrender: Lost or Destroyed Certificates.
All certificates surrendered to the corporation, except
those representing shares of treasury stock, shall be canceled
and no new certificates shall be issued until the former
certificate for a like number of shares shall have
been canceled, except that in case of a lost, stolen, destroyed
or mutilated certificate, a new one may be issued therefor.
However, any shareholder applying for the issuance of a stock
certificate in lieu of one alleged to have been lost, stolen,
destroyed or mutilated shall, prior to the issuance of a
replacement, provide the corporation with his, her or its
affidavit of the facts surrounding the loss, theft, destruction
or mutilation and an indemnity bond in an amount and upon such
terms as the treasurer, or the Board of Directors, shall
require. In no case shall the bond be in amount less than twice
the current market value of the stock and it shall indemnify the
corporation against any loss, damage, cost or inconvenience
arising as a consequence of the issuance of a replacement
certificate.
Section 4.04 Replacement Certificate.
When the Articles of Incorporation are amended in any way
affecting, the statements contained in the certificates for
outstanding shares of capital stock of the corporation or it
becomes desirable for any reason, including, without limitation,
the merger or consolidation of the corporation with another
corporation or the reorganization of the corporation, to cancel
any outstanding certificate for shares and issue a new
certificate therefor conforming to the rights of the holder, the
Board of Directors may order any holders of outstanding
certificates for shares to surrender and exchange the same for
new certificates within a reasonable time to be fixed by the
Board of Directors. The order may provide that a holder of any
certificate(s) ordered to be surrendered shall not be entitled
to vote, receive dividends or exercise any other rights of
shareholders until the holder has complied with the order
provided that such order operates to suspend such rights only
after notice and until compliance.
Section 4.05 Transfer of Shares.
No transfer of stock shall be valid as against the
corporation except on surrender and cancellation by the
certificate therefor, accompanied by an assignment or transfer
by the registered owner made either in person or under
assignment. Whenever any transfer shall be expressly made for
collateral security and not absolutely, the collateral nature of
the transfer shall be reflected in the entry of transfer on the
books of the corporation.
Section 4.06 Transfer Agent.
The Board of Directors may appoint one or more transfer
agents and registrars of transfer and may require all
certificates for shares of stock to bear the signature of such
transfer agent and such registrar of transfer.
Section 4.07 Stock Transfer Books.
The stock transfer books shall be closed for a period of
ten (10) days prior to all meetings of the shareholders and
shall be closed for the payment of dividends as provided in
Article V hereof and during such periods as, from time to time,
may be fixed by the Board of Directors, and, during such
periods, no stock shall be transferable.
Section 4.08 Miscellaneous.
The Board of Directors shall have the power and authority
to make such rules and regulations not inconsistent herewith as
it may deem expedient concerning the issue, transfer and
registration of certificates for shares of the capital stock of
the corporation.
ARTICLE V
DIVIDENDS
Section 5.01 Dividends.
Dividends may be declared, subject to the provisions of the
laws of the State of Nevada and the Articles of Incorporation,
by the Board of Directors at any regular or special meeting and
may be paid in cash, property, shares of corporate stock, or any
other medium. The Board of Directors may fix in advance a record
date, as provided in Section 1.06 of these By-laws, prior to the
dividend payment for the purpose of determining shareholders
entitled to receive payments of any dividend The Board of
Directors may close the stock transfer books for such purpose
for a period of not more than ten (10) days prior to the payment
date of such dividend.
ARTICLE VI
OFFICES; RECORDS; REPORTS; SEAL AND FINANCIAL MATTERS
Section 6.01 Principal Office.
The principal office of the corporation in the State of
Nevada Shall be as designated by the Board of Directors and so
filed with the State of Nevada, and the corporation may also
have an office in any other state or territory as the Board of
Directors may designate.
Section 6.02 Records.
The stock transfer books and a certified copy of the By-
laws, Articles of Incorporation, any amendments thereto, and the
minutes of the proceedings of the shareholders, the Board of
Directors, and committees of the Board of Directors shall be
kept at the principal office of the corporation for the
inspection of all who have the right to see the same and for the
transfer of stock. All other books of the corporation shall be
kept at such places as may be prescribed by the Board of
Directors.
Section 6.03 Financial Report on Request.
Any shareholder or shareholders holding at least five
percent (5%) of the outstanding shares of any class of stock may
make a written request for an income statement of the
corporation for the three (3) month, six (6) month, or nine (9)
month period of the current fiscal year ended more than thirty
(30) days prior to the date of the request and a balance sheet
of the corporation as of the end of such period In addition, if
no annual report for the last fiscal year has been sent to
shareholders, such shareholder or shareholders may make a
request for a balance sheet as of the end of such fiscal year
and an income statement and statement of changes in financial
position for such fiscal year. The statement shall be delivered
or mailed to the person making the request within thirty (30)
days thereafter. A copy of the statements shall be kept on file
in the principal office of the corporation for twelve (12)
months, and such copies shall be exhibited at all reasonable
times to any shareholder demanding an examination of them or a
copy shall be mailed to each shareholder. Upon request by any
shareholder, there shall be mailed to the shareholder a copy of
the last annual semiannual or quarterly income statement which
it has prepared and a balance sheet as of the end of the period.
The financial statements referred to in this Section 6.03 shall
be accompanied by the report thereon, if any, of any independent
accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that such financial
statements were prepared without audit from the books and
records of the corporation.
Section 6.04 Right of Inspection.
(a) The accounting books and records and minutes of
proceedings of the shareholders and the Board of Directors and
committees of the Board of Directors shall be open to inspection
upon the written demand of any shareholder or holder of a voting
trust certificate at any reasonable time during usual business
hours for a purpose reasonably related to such holder's interest
as a shareholder or as the holder of such voting trust
certificate. This right of inspection shall extend to the
records of the subsidiaries, if any, of the corporation. Such
inspection may be made in person or by agent or attorney, and
the right of inspection includes the right to copy and make
extracts.
(b) Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties
of the corporation and/or its subsidiary corporations. Such
inspection may be made in person or by agent or attorney, and
the right of inspection includes the right to copy and make
extracts.
Section 6.05 Corporate.
The Board of Directors may, by resolution, authorize a
seal, and the seal may be used by causing it or a facsimile, to
be impressed or affixed or reproduced or otherwise. Except when
otherwise specifically provided herein, any officer of the
corporation shall have the authority to affix the seal to any
document requiring it.
Section 6.06 Fiscal Year.
The fiscal year-end of the corporation shall be the
calendar year or such other term as may be fixed by resolution
of the Board of Directors.
Section 6.07 Reserve.
The Board of Directors may create, by resolution, out of
the earned surplus of the corporation such reserves as the
directors may, from time to time, in their discretion, think
proper to provide for contingencies, or to equalize dividends or
to repair or maintain any property of the corporation, or for
such other purpose as the Board of Directors may deem beneficial
to the corporation, and the directors may modify or abolish any
such reserves in the manner in which they were created.
ARTICLE VII
INDEMNIFICATION
Section 7.01 Indemnification.
The corporation shall, unless prohibited by Nevada Law,
indemnify any person (an "Indemnitee") who is or was involved in
any manner (including, without limitation, as a party or a
witness) or is threatened to be so involved in any threatened,
pending or completed action suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative,
including without limitation, any action, suit or proceeding
brought by or in the right of the corporation to procure a
judgement in its favor (collectively, a "Proceeding") by reason
of the fact that he 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
another corporation, partnership, joint venture, trust, employee
benefit plan or other entity or enterprise, against all Expenses
and Liabilities actually and reasonably incurred by him in
connection with such proceeding. The right to indemnification
conferred in this Article shall be presumed to have been relied
upon by the directors, officers, employees and agents of the
corporation and shall be enforceable as a contract right and
inure to the benefit of heirs, executors and administrators of
such individuals.
Section 7.02 Indemnification Contracts.
The Board of Directors is authorized on behalf of the
corporation, to enter into, deliver and perform agreements or
other arrangements to provide any indemnitee with specific
rights of indemnification in addition to the rights provided
hereunder to the fullest extent permitted by Nevada Law. Such
agreements or arrangements may provide (i) that the Expenses of
officers and directors incurred in defending a civil or criminal
action, suit or proceeding, must be paid by the corporation as
they are incurred and in advance of the final disposition of any
such action, suit or proceeding provided that, if required by
Nevada Law at the time of such advance, the officer or director
provides an undertaking, to repay such amounts if it is
ultimately determined by a court of competent jurisdiction that
such individual is not entitled to be indemnified against such
expenses, (iii) that the Indemnitee shall be presumed to be
entitled to indemnification under this Article or such agreement
or arrangement and the corporation shall have the burden of
proof to overcome that presumption, (iii) for procedures to be
followed by the corporation and the Indemnitee in making any
determination of entitlement to indemnification or for appeals
therefrom and (iv) for insurance or such other Financial
Arrangements described in Paragraph 7.02 of this Article, all as
may be deemed appropriate by the Board of Directors at the time
of execution of such agreement or arrangement.
Section 7.03 Insurance and Financial Arrangement.
The corporation may, unless prohibited by Nevada Law,
purchase and maintain insurance or make other financial
arrangements ("Financial Arrangements") on behalf of any
Indemnity for any liability asserted against him and liability
and expenses incurred by him in his capacity as a director,
officer, employee or agent, or arising out of his status as
such, whether or not the corporation has the authority to
indemnify him against such liability and expenses. Such other
Financial Arrangements may include (i) the creation of a trust
fund, (ii) the establishment of a program of self-insurance,
(iii) the securing of the corporation's obligation of
indemnification by granting a security interest or other lien on
any assets of the corporation, or (iv) the establishment of a
letter of credit, guaranty or surety.
Section 7.04 Definitions.
For purposes of this Article:
Expenses. The word "Expenses" shall be broadly construed
and, without limitation, means (i) all direct and indirect costs
incurred, paid or accrued, (ii) all attorneys' fees, retainers,
court costs, transcripts, fees of experts, witness fees, travel
expenses, food and-lodging, expenses while traveling,
duplicating costs, printing, and binding costs, telephone
charges, postage, delivery service, freight or other
transportation fees and expenses, (iii) all other disbursements
and out-of-pocket expenses, (iv) amounts paid in settlement, to
the extent permitted by Nevada Law, and (v) reasonable
compensation for time spent by the Indemnitee for which he is
otherwise not compensated by the corporation or any third party,
actually and reasonably incurred in connection with either the
appearance at or investigation, defense, settlement or appeal of
a Proceeding or establishing or enforcing a right to
indemnification under any agreement or arrangement, this
Article, the Nevada Law or otherwise; provided, however, that
"Expenses" shall not include any judgments or fines or excise
taxes or penalties imposed under the Employee Retirement Income
Security Act of 1974, as amended ("ERJSA") or other excise taxes
or penalties.
Liabilities. "Liabilities" means liabilities of any type
whatsoever, including, but not limited to, judgments or fines,
ERISA or other excise taxes and penalties, and amounts paid in
settlement.
Nevada Law. 'Nevada Law," means Chapter 78 of the Nevada
Revised Statutes as amended and in effect from time to time or
any successor or other statutes of Nevada having, similar import
and effect.
This Article. "This Article" means Paragraphs 7.01 through
7.04 of these By-Laws or any portion of them.
Power of Stockholders. Paragraphs 7.01 through 7,04,
including this Paragraph, of these By-Laws may be amended by the
stockholders only by vote of the holders of sixty-six and two-
thirds percent (66 2/3%) of the entire number of shares of each
class, voting separately, of the outstanding capital stock of
the corporation (even though the right of any class to vote is
otherwise restricted or denied), provided, however, no amendment
or repeal of this Article shall adversely affect any right of
any Indemnitee existing at the time such amendment or repeal
becomes effective.
Power of Directors. Paragraphs 7.01 through 7.04 and this
Paragraph of these By-Laws may be amended of repealed by the
Board of Directors only by vote of eighty percent (800%) of the
total number of Directors and the holders of sixty-six and two-
thirds permit (66 2/3%) of the entire number of shares of each
class, voting separately, of the outstanding capital stock of
the corporation (even though the right of any class to vote is
otherwise restricted or denied, provided, however, no amendment
or repeal of this Article shall adversely affect any right of
any Indemnitee existing, at the time such amendment or repeal
becomes effective.
ARTICLE VIII
BY-LAWS
Section 8.01 Amendment.
Amendments and changes of these By-Laws may be made at any
regular or special meeting of the Board of Directors by a vote
of not less than all of the entire Board, or may be made by a
vote of, or a consent in writing signed by the holders of a
majority of the issued and outstanding capital stock.
Section 8.02 Additional by-laws.
Additional by-laws not inconsistent herewith may be adopted
by the Board of Directors at any meeting of the Board of
Directors at which a quorum is present by an affirmative vote of
a majority of the directors present or by the unanimous consent
of the Board of Directors in accordance with Section 2.11 of
these By-laws.
CERTIFICATION
I, the undersigned, being the duly elected secretary of the
Corporation, do hereby certify that the foregoing By-laws were
adopted by the Board of Directors on the 31st day of December,
1998.
By: /s/ James R. Ardoin
James R. Ardoin, Secretary
