EXHIBIT 3.2
TABLE OF CONTENTS
BY-LAWS
ARTICLE ONE - OFFICES
1.1 Registered Office.
1.2 Other Offices.
ARTICLE TWO - MEETINGS OF STOCKHOLDERS
2.1 Place.
2.2 Annual Meetings.
2.3 Special Meetings.
2.4 Notices of Meetings.
2.5 Purpose of Meetings.
2.6 Quorum.
2.7 Voting.
2.8 Share Voting.
2.9 Proxy.
2.10 Written Consent in Lieu of Meeting.
ARTICLE THREE - DIRECTORS
3.1 Powers
3.2 Number of Directors.
3.3 Vacancies.
ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS
4.1 Place.
4.2 First Meeting.
4.3 Regular Meetings.
4.4 Special Meetings.
4.5 Notice.
4.6 Waiver.
4.7 Quorum.
4.8 Adjournment.
ARTICLE FIVE - COMMIITTEES OF DIRECTORS
5.1 Power to Designate.
5.2 Regular Minutes.
5.3 Written Consent.
ARTICLE SIX -- COMPENSATION OF DIRECTORS
6.1 Compensation.
ARTICLE SEVEN - NOTICES
7.1 Notice.
7.2 Consent.
7.3 Waiver of Notice.
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ARTICLE EIGHT - OFFICERS
8.1 Appointment of Officers.
8.2 Time of Appointment.
8.3 Additional Officers.
8.4 Salaries.
8.5 Vacancies.
8.6 Chairman of the Board.
8.7 Vice-Chairman.
8.8 President
8.9 Vice President
8.10 Secretary.
8.11 Assistant Secretaries.
8.12 Treasurer.
8.13 Surety.
8.14 Assistant Treasurer.
ARTICLE NINE - CERTIFICATES OF STOCK
9.1 Share Certificates.
9.2 Transfer Agents.
9.3 Lost or Stolen Certificates.
9.4 Share Transfers.
9.5 Voting Shareholder.
9.6 Shareholders Record.
ARTICLE TEN - GENERAL PROVISIONS
10.1 Dividends.
10.2 Reserves.
10.3 Checks.
10.4 Fiscal Year.
10.5 Corporate Seal.
ARTICLE ELEVEN - INDEMNIFICATION
ARTICLE TWELVE - AMENDMENTS
12.1 By Shareholder.
12.2 By Board of Directors.
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BY-LAWS
OF
Emporia Systems
------------------------------------------------
A NEVADA CORPORATION
ARTICLE ONE
OFFICES
Section 1.1. Registered Office - The registered office of this corporation
shall Be in the County of Clark, State of Nevada.
Section 1.2. Other Offices - The corporation may also have offices at such
other places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE TWO
MEETINGS OF STOCKHOLDERS
Section 2.1. - All annual meetings of the stockholders shall be held at the
registered office of the corporation or at such other place within or without
the State of Nevada as the directors shall determine. Special meetings of the
stockholders may be held at such time and place within or without the State of
Nevada as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.
Section 2.2. Annual Meetings - Annual meetings of the stockholders, commencing
with the year 1999 , shall be held on the 5th day of March each year if not a
legal holiday and, if a legal holiday, then on the next secular day following,
or at such other time as may be set by the Board of Directors from time to time,
at which the stockholders shall elect by vote a Board of Directors and transact
such other business as may properly be brought before the meeting.
Section 2.3. Special Meetings - Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by the President or the Secretary by resolution
of the Board of Directors or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose of the
proposed meeting.
Section 2.4. Notices of Meetings - Notices of meetings shall be in writing and
signed by the President or a Vice-President or the Secretary or an Assistant
Secretary or by such other person or persons as the directors shall designate.
Such notice shall state the purpose or purposes for which the meeting is called
and the time and the place, which may be within or without this State, where it
is to be held. A copy of such notice shall be either delivered personally to or
shall be mailed, postage prepaid, to each stockholder of record entitled to vote
at such meeting not less than ten nor more than sixty days before such meeting.
If mailed, it shall be directed to a stockholder at his address as it appears
upon the records of the corporation and upon such mailing of any such notice,
the service thereof shall be complete and the time of the notice shall being to
run from the date upon which such notice is deposited in the mail for
transmission to such stockholder. Personal delivery of any such notice to any
officer of a corporation or association or to any member of a partnership shall
constitute delivery of such notice to such corporation, association or
partnership. In the event of the transfer of stock after delivery of such
notice of and prior to the holding of the meeting it shall not be necessary to
deliver or mail notice of the meeting to the transferee.
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Section 2.5. Purpose of Meetings - Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the notice.
Section 2.6. Quorum - The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 2.7. Voting - When a quorum is present or represented at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall be sufficient to elect Directors or to
decide any questions brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the Articles of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.
Section 2.8. Share Voting - Each stockholder of record of the corporation shall
be entitled at each meeting of stockholders to one vote for each share of stock
standing in his name on the books of the corporation. Upon the demand of any
stockholder, the vote for directors and the vote upon any question before the
meeting shall be by ballot.
Section 2.9. At any meeting of the stockholders any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present. then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No proxy
or power of attorney to vote shall be used to vote at a meeting of the
stockholders unless it shall have been filed with the secretary of the meeting
when required by the inspectors of election. All questions regarding the
qualification of voters, the validity of proxies and the acceptance or rejection
of votes shall be decided by the inspectors of election who shall be appointed
by the Board of Directors, or if not so appointed, then by the presiding officer
of the meeting.
Section 2.10. Written Consent in Lieu of Meeting - Any action which may be
taken by the vote of the stockholders at a meeting may be taken without a
meeting if authorized by the written consent of stockholders holding at least a
majority of the voting power, unless the provisions of the statutes or of the
Articles of Incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of written consents
shall be required.
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ARTICLE THREE
DIRECTORS
Section 3.1. Powers - The business of the corporation shall be managed by its
Board of Directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.
Section 3.2. Number of Directors - The number of directors which shall
constitute the whole board shall be Two (2). The number of directors may from
time to time be increased or decreased to not less than one nor more than
fifteen by action of the Board of Directors. The directors shall be elected at
the annual meeting of the stockholders and except as provided in Section 2 of
this Article, each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
Section 3.3. Vacancies- Vacancies in the Board of Directors including those
caused by an increase in the number of directors, may be filled by a majority of
the remaining directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until his successor is
elected at an annual or a special meeting of the stockholders. The holders of a
two-thirds of the outstanding shares of stock entitled to vote may at any time
peremptorily terminate the term of office of all or any of the directors by vote
at a meeting called for such purpose or by a written statement filed with the
secretary or, in his absence, with any other officer . Such removal shall be
effective immediately, even if successors are not elected simultaneously and the
vacancies on the Board of Directors resulting therefrom shall be filled only by
the stockholders. A vacancy or vacancies in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of any directors,
or if the authorized number of directors be increased, or if the stockholders
fail at any annual or special meeting of stockholders at which any director or
directors are elected to elect the full authorized number of directors to be
voted for at that meeting.
The stockholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective. No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of his term of office.
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ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS
Section 4.1. - Regular meetings of the Board of Directors shall be held at
any place within or without the State which has been designated from time to
time by resolution of the Board or by written consent of all members of the
Board. In the absence of such designation regular meetings shall be held at the
registered office of the corporation. Special meetings of the Board may be held
either at a place so designated or at the registered office.
Section 4.2. First Meeting - The first meeting of each newly elected Board of
Directors shall be held immediately following the adjournment of the meeting of
stockholders and at the place thereof. No notice of such meeting shall be
necessary to the directors in order legally to constitute the meeting, provided
a quorum be present. In the event such meeting is not so held, the meeting may
be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors.
Section 4.3. Regular Meetings - Regular meetings of the Board of Directors may
be held without call or notice at such time and at such place as shall from time
to time be fixed and determined by the Board of Directors.
Section 4.4. Special Meetings - Special Meetings of the Board of Directors may
be called by the Chairman or the President or by any Vice-President or by any
two directors. Written notice of the time and place of special meetings shall
be delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records or is not readily ascertainable, at the
place in which the meetings of the directors are regularly held. In case such
notice is mailed or telegraphed, it shall be deposited in the United States mail
or delivered to the telegraph company at lease forty-eight (48) hours prior to
the time of the holding of the meeting. In case such notice is delivered as
above provided, it shall be so delivered at lease twenty-four (24) hours prior
to the time of the holding of the meeting. Such mailing, telegraphing or
delivery as above provided shall be due, legal and personal notice to such
director .
Section 4.5. - Notice of the time and place of holding an adjourned meeting
need not be given to the absent directors if the time and place be fixed at the
meeting adjourned.
Section 4.6. Waiver - The transactions of any meeting of the Board .of
Directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum be
present, and if. either before or after the meeting, each of the directors not
present signs a written waiver of notice, or a consent to holding such meeting,
or an approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
Section 4.7. Quorum - A majority of the authorized number of directors shall be
necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a greater
number be required by law or by the Articles of Incorporation. Any action of a
majority, although not at a regularly called meeting. and the record thereof,
if assented to in writing by all of the other members of the Board shall be as
valid and effective in all respects as if passed by the Board in regular
meeting.
Section 4.8. Adjournment - A quorum of the directors may adjourn any directors
meeting to meet again at a stated day and hour; provided, however, that in the
absence of a quorum, a majority of the directors present at any directors
meeting. either regular or special, may adjourn from time to time until the
time fixed for the next regular meeting of the Board.
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ARTICLE FIVE
COMMITTIES OF DIRECTORS
Section 5.1. Power to Designate - The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more committees of
the Board of Directors, each committee to consist of one or more of the
directors of the corporation which, to the extent provided in the resolution,
shall have and may exercise the power of the Board of Directors in the
management of the business and affairs of the corporation and may have power to
authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may
be determined from time to time by the Board of Directors. The members of any
such committee present at any meeting and not disqualified from voting may,
whether or not they constitute a quorum, unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member . At meetings of such committees, a majority of the members
or alternate members shall constitute a quorum for the transaction of business,
and the act of a majority of the members or alternate members at any meeting at
which there is a quorum shall be the act of the committee.
Section 5.2. Regular Minutes - The committees shall keep regular minutes of
their proceedings and report the same to the Board of Directors.
Section 5.3. Written Consent - Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board of Directors or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.
ARTICLE SIX
COMPENSATION OF DIRECTORS
Section 6.1. Compensation - The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
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ARTICLE SEVEN
NOTICES
Section 7.1. Notice - Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 7.2. Consent - Whenever all parties entitled to vote at any meeting,
whether of directors or stockholders, consent, either by a writing on the
records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection. the doings of such meetings
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of notice
is made at the time, and if any meeting be irregular for want of notice or of
such consent, provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.
Section 7.3. Waiver of Notice - Whenever any notice whatever is required to be
given under the provisions of the statutes, of the Articles of Incorporation or
of these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE EIGHT
OFFICERS
Section 8.1. Appointment of Officers - The officers of the corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary and a
Treasurer. Any person may hold two or more offices.
Section 8.2. Time of Appointment - The Board of Directors at its first meeting
after each annual meeting of stockholders shall choose a Chairman of the Board
who shall be a director, and shall choose a President, a Secretary and a
Treasurer. none of whom need be directors.
Section 8.3. Additional Officers - The Board of Directors may appoint a Vice
Chairman of the Board, Vice- Presidents and one or more Assistant Secretaries
and Assistant Treasurers and such other officers and agents as it shall deem
necessary who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors.
Section 8.4. Salaries - The salaries and compensation of all officers of the
corporation shall be fixed by the Board of Directors.
Section 8.5. Vacancies - The officers of the corporation shall hold office at
the pleasure of the Board of Directors. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.
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Section 8.6. Chairman of the Board - The Chairman of the Board shall preside
at meetings of the stockholders and the Board of Directors, and shall see that
all orders and resolutions of the Board of Directors are carried into effect.
Section 8.7. Vice-Chairman - The Vice-Chairman shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties as the
Board of Directors may from time to time prescribe.
Section 8.8. President - The President shall be the chief executive officer of
the corporation and shall have active management of the business of the
corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some other officer or
agent of the corporation.
Section 8.9. Vice-President - The Vice-President shall act under the direction
of the President and in the absence or disability of the President shall perform
the duties and exercise the powers of the President. They shall perform such
other duties and have such other powers as the President or the Board of
Directors may from time to time prescribe. The Board of Directors may designate
one or more Executive Vice Presidents or may otherwise specify the order of
seniority of the Vice-Presidents. The duties and powers of the President shall
descend to the Vice-Presidents in such specified order of seniority.
Section 8.10. Secretary- The Secretary shall act under the direction of the
President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the President or the
Board of Directors.
Section 8.11. Assistant Secretaries - The Assistant Secretaries shall act under
the direction of the President. In order of their seniority, unless otherwise
determined by the President or the Board of Directors, they shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
Section 8.12. Treasurer - The Treasurer shall act under the direction of the
President. Subject to the direction of the President he shall have custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements. and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.
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Section 8.13. - If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 8.14. Assistant Treasurer- The Assistant Treasurer in the order of
their seniority, unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.
ARTICLE NINE
CERTIFICATES OF STOCK
Section 9.1. Share Certificates - Every stockholder shall be entitled to have a
certificate signed by the President or a Vice-President and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation.
If the corporation shall be authorized to issue more than once class of stock or
more than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such stock.
Section 9.2. Transfer Agents - If a certificate is signed (a) by a transfer
agent other than the corporation or its employees or (b) by a registrar other
than the corporation or its employees, the signatures of the officers of the
corporation may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall cease to be such
officer before such certificate is issued, such certificate may be issued with
the same effect as though the person had not ceased to be such officer. The
seal of the corporation. or a facsimile thereof, may, but need not be, affixed
to certificates of stock.
Section 9.3. Lost or Stolen Certificates - The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost or
destroyed upon the making of an affidavit o that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
Section 9.4. Share Transfers - Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation, if it is satisfied that all
provisions of the laws and regulations applicable to the corporation regarding
transfer and ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
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Section 9.5. Voting Shareholder- The Board of Directors may fix in advance a
date not exceeding sixty (60) days nor less than ten (10) days preceding the
date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining the consent of stockholders for any purpose, as a
record date for the determination of the stockholders entitled to notice of and
to vote at any such meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to give such consent, and in such case, such
stockholders, and only such stockholders as shall be stockholder of record on
the date so fixed, shall be entitled to notice of and to vote at such meeting,
or any adjournment thereof, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.
Section 9.6. Shareholders Record - The corporation shall be entitled to
recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and dividends, and the
corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as other wise provided by
the laws of Nevada.
ARTICLE TEN
GENERAL PROVISIONS
Section 10.1. Dividends - Dividends upon the capital stock of the corporation,
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property or in shares of the capital
stock, subject to the provisions of the Articles of Incorporation.
Section 10.2. Reserves. Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends or for
repairing or maintaining any property of the corporation or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 10.3. Checks - All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 10.4. Fiscal Year - The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.
Section 10.5. Corporate Seal - The corporation mayor may not have a corporate
seal, as may from time to time be determined by resolution of the Board of
Directors. If a corporate seal is adopted, it shall have inscribed thereon the
name of the Corporation and the words "Corporate Seals." and "Nevada The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
in any manner reproduced.
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ARTICLE ELEVEN
INDEMNIFICATION
Every person who was or is a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including moneys' fees. judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. 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 the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.
The Board of Directors may cause the corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
The Board of Directors may from time to time adopt further Bylaws with respect
to indemnification and may amend these and such Bylaws to provide at all times
the fullest indemnification permitted by the General Corporation Law of the
State of Nevada.
<PAGE>
ARTICLE TWELVE
AMENDMENTS Section 12.1. By Shareholder - The Bylaws may be amended by a
majority vote of all the stock issued and outstanding and entitled to vote at
any annual or special meeting of the stockholders, provided notice of intention
to and shall have been contained in the notice of the meeting.
Section 12.2. By Board of Directors - The Board of Directors by a majority vote
of the whole Board at any meeting may amend these Bylaws, including Bylaws
adopted by the stockholders, but the stockholders may from time to time specify
particular provisions of the Bylaws which shall not be amended by the Board of
Directors.
APPROVED AND ADOPTED this 5th day of March, 1999
/s/ Larry Richardson
--------------------------
Larry Richardson
Secretary
<PAGE>
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of EMPORIA SYSTEMS., and that the
foregoing BYLAWS, consisting of 11 pages, constitute the code of Bylaws of
EMPORIA SYSTEMS., as duly adopted at a the First Meeting of the Board of
Directors of the corporation held March 5, 1999. IN WITNESS WHEREOF, I have
hereunto subscribed my name this 5th day of March, 1999.
/s/ Larry Richardson
--------------------------
Larry Richardson
Secretary
<PAGE>
