ELECTRONIC IDENTIFICATION, INC.
A Nevada Corporation
BY-LAWS
ARTICLE I
Principal Executive Office
The principal executive office of Electronic Identification, Inc.
(the "Corporation") shall be at Suite 411, 1200 West Pender
Street, Vancouver, British Columbia, Canada, V6E 2S9. The
Corporation may also have offices at such other places within or
without the State of Nevada as the board of directors shall from
time to time determine.
ARTICLE II
Stockholders
SECTION 1. Place of Meetings. All annual and special meetings of
the stockholders shall be held at the principal executive office
or at such other place within or without the State of Nevada as
the board of directors may determine and as designated in the
notice of such meeting.
SECTION 2. Annual Meeting. A meeting of the stockholders for the
election of directors and for the transaction of any other
business shall be held annually at such date and time as the
board of directors may determine.
SECTION 3. Special Meetings. Special meeting of the stockholders
for any purpose or purposes may be called at any time by the
board of directors, or by a committee of the board of directors
which as been duly designated by the board of directors and whose
powers and authorities, as provided in a resolution of the board
of directors or in these bylaws, include the power and authority
to call such meetings but such special meetings may not be called
by any other person or persons.
SECTION 4. Conduct of Meetings. Annual and special meetings
shall be conducted in accordance with these bylaws or as
otherwise prescribed by the board of directors. The chairman or
the chief executive officer shall preside at such meetings.
SECTION 5. Notice of Meeting. Written notice stating the place,
day and time of the meeting and the purpose or purposes for which
the meeting is called shall be mailed by the secretary or the
officer performing his duties, not less than ten days nor more
than fifty days before the meeting to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at his address as it appears on the
stock transfer books or records as of the record date prescribed
in Section 6, with postage thereon prepaid. If a stockholder be
present at a meeting, or in writing waive notice thereof before
or after the meeting, notice of the meeting to such stockholder
shall be unnecessary. When any stockholders' meeting, either
annual or special, is adjourned for thirty days or more, notice
of the adjourned meeting shall be given as in the case of an
original meeting. It shall not be necessary to give any notice of
the time and place of any meeting adjourned for less than thirty
days or of the business to be transacted at such adjourned
meeting, other than an announcement at the meeting at which such
adjournment is taken.
SECTION 6. Fixing of Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any
stockholders' meeting, or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other
proper purpose, the board of directors shall fix in advance a
date as the record date for any such determination of
stockholders. Such date in any case shall be not more than sixty
days, and in case of a stockholders' meeting, not less than ten
days prior to the date on which the particular action, requiring
such determination of stockholders, is to be taken.
When a determination of stockholders entitled to vote at any
stockholders' meeting has been made as provided in this section,
such determination shall apply to any adjournment thereof.
SECTION 7. Voting Lists. The officer or agent having charge of
the stock transfer books for shares shall make, at least ten days
before each stockholders' meeting, a complete record of the
stockholders entitled to vote at such meeting or any adjournment
thereof, with the address of and the number of shares held by
each. The record, for a period of ten days before such meeting,
shall be kept on file at the principal executive office, whether
within or outside the State of Nevada, and shall be subject to
inspection by any stockholder for any purpose germane to the
meeting at any time during usual business hours. Such record
shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any stockholder
for any purpose germane to the meeting during the whole time of
the meeting. The original stock transfer books shall be prima
facie evidence as to the stockholders entitled to examine such
record or transfer books or to vote at any stockholders' meeting.
SECTION 8. Quorum. One-fourth of the outstanding shares entitled
to vote, represented in person or by proxy, shall constitute a
quorum at a stockholders' meeting. If less than one-fourth of the
outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to
time without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
SECTION 9. Proxies. At all stockholders' meetings, a stockholder
may vote by proxy executed in writing by such stockholder or by
his duly authorized attorney in fact. Proxies solicited on behalf
of the management shall be voted as directed by such stockholder
or, in the absence of such direction, as determined by a majority
of the board of directors. No proxy shall be valid after eleven
months from the date of its execution unless otherwise provided
in the proxy.
SECTION 10. Voting. At each election for directors every
stockholder entitled to vote at such election shall be entitled
to one vote for each share of stock held. Unless otherwise
provided by the certificate of incorporation, by statute, or by
these bylaws, a majority of votes of the shares present in person
or by proxy at a lawful meeting and entitled to vote on the
election of directors shall be sufficient to pass on a
transaction or matter, except in the election of directors, which
election shall be determined by a plurality of the votes of the
shares present in person or by proxy at the meeting and entitled
to vote on the election of directors.
SECTION 11. Voting of Shares in the Name of Two or More Persons.
When ownership of stock stands in the name of two or more
persons, in the absence of written directions to the Corporation
to the contrary, at any stockholders' meeting any one or more of
such stockholders may cast, in person or by proxy, all votes to
which such ownership is entitled. In the event an attempt is made
to cast conflicting votes, in person or by proxy, by the several
persons in whose name shares of stock stand, the vote or votes to
which these persons are entitled shall be cast as directed by a
majority of those holding such stock and present in person or by
proxy at such meeting, but no votes shall be cast for such stock
without the direction of such a majority.
SECTION 12. Voting of Shares by Certain Holders. Shares of
capital stock standing in the name of another corporation may be
voted by any officer, agent or proxy as these bylaws of such
corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine.
Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing
in the name of a trustee may be voted by him, either in person or
by proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name. Shares
standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name
if authority to do so is contained in an appropriate order of the
court or other public authority by which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to vote
such shares at any stockholders' meeting until such shares have
been transferred into the name of the pledgee and thereafter such
pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the Corporation,
nor shares held by another corporation, if a majority of the
shares entitled to vote for the election of directors of such
other corporation are held by the Corporation, shall be voted at
any stockholders' meeting or counted in determining the total
number of outstanding shares at any given time for purposes of
any meeting.
SECTION 13. Inspectors of Election. In advance of any
stockholders' meeting, the chairman of the board or the board of
directors may appoint any persons, other than nominees for
office, as inspectors of election to act at such meeting or any
adjournment thereof. The number of inspectors shall be either one
or three. If the board of directors appoints either one or three
inspectors, that appointment shall not be altered at the meeting.
If inspectors of election are not so appointed, the chairman of
the board of directors may make an appointment at the meeting. In
case any person appointed as inspector fails to appear or fails
or refuses to act, the vacancy may be filled by appointment in
advance of the meeting or at the meeting by the chairman of the
board of directors or the president of the Corporation.
Unless otherwise prescribed by applicable law, the duties of such
inspectors shall include: determining the number of shares of
stock and the voting power of each share, the shares of stock
represented at the meeting, the existence of a quorum, the
authenticity, validity and effect of proxies; receiving votes,
ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to
vote; counting and tabulating all votes or consents; determining
the result; and such acts as may be proper to conduct the
election or vote with fairness to all stockholders.
SECTION 14. Nominating Committee. The board of directors or a
committee appointed by the board of directors shall act as
nominating committee for selecting the management nominees for
election as directors. Except in the case of a nominee
substituted as a result of the death or other incapacity of a
management nominee, the nominating committee shall deliver
written nominations to the secretary at least twenty days prior
to the date of the annual meeting. Provided such committee makes
such nominations, no nominations for directors except those made
by the nominating committee shall be voted upon at the annual
meeting unless other nominations by stockholders are made in
writing and delivered to the secretary in accordance with the
provisions of the Corporation's certificate of incorporation.
SECTION 15. New Business. Any new business to be taken up at the
annual meeting shall be stated in writing and filed with the
secretary in accordance with the provisions of the Corporation's
certificate of incorporation. This provision shall not prevent
the consideration and approval or disapproval at the annual
meeting of reports of officers, directors and committees, but in
connection with such reports no new business shall be acted upon
at such annual meeting unless stated and filed as provided in the
Corporation's certificate of incorporation.
ARTICLE III
Board of Directors
SECTION 1. General Powers. The business and affairs of the
Corporation shall be under the direction of the board of
directors. The chairman shall preside at all meetings of the
board of directors.
SECTION 2. Number, Term and Election. The number of directors
shall be such number, not less than three nor more than 15
(exclusive of directors, if any, to be elected by holders of
preferred stock), as shall be provided from time to time in a
resolution adopted by the board of directors, provided that no
decrease in the number of directors shall have the effect of
shortening the term of any incumbent director, and provided
further that no action shall be taken to decrease or increase the
number of directors from time to time unless at least two-thirds
of the directors then in office shall concur in said action.
Exclusive of directors, if any, elected by holders of preferred
stock, vacancies in the board of directors, however caused, and
newly created directorships shall be filled by a vote of two-
thirds of the directors then in office, whether or not a quorum,
and any director so chosen shall hold office for a term expiring
at the annual stockholders' meeting at which the term of the
class to which the director has been chosen expires and when the
director's successor is elected and qualified. The board of
directors shall be classified in accordance with the provisions
of Section 3 of this Article III.
SECTION 3. Classified Board. The board of directors (other than
directors which may be elected by the holders of preferred
stock), shall be divided into three classes of directors which
shall be designated Class I, Class II and Class III. The members
of each class shall be elected for a term of three years and
until their successors are elected and qualified. Such classes
shall be as nearly equal in number as the then total number of
directors constituting the entire board of directors shall
permit, exclusive of directors, if any, elected by holders of
preferred stock, with the terms of office of all members of one
class expiring each year. Should the number of directors not be
equally divisible by three, the excess director or directors
shall be assigned to Classes I or II as follows: (1) if there
shall be an excess of one directorship over the number equally
divisible by three, such extra directorship shall be classified
in Class I; and (2) if there be an excess of two directorships
over a number equally divisible by three, one shall be classified
in Class I and the other in Class II. At the organizational
meeting, directors of Class I shall be elected to hold office for
a term expiring at the first annual stockholders' meeting,
directors of Class II shall be elected to hold office for a term
expiring at the second succeeding annual stockholders' meeting
and directors of Class III shall be elected to hold office for a
term expiring at the third succeeding annual meeting thereafter.
Thereafter, at each succeeding annual meeting, directors of each
class shall be elected for three year terms. Notwithstanding the
foregoing, the director whose term shall expire at any annual
meeting shall continue to serve until such time as his successor
shall have been duly elected and shall have qualified unless his
position on the board of directors shall have been abolished by
action taken to reduce the size of the board of directors prior
to said meeting.
Should the number of directors be reduced, the directorship(s)
eliminated shall be allocated among classes as appropriate so
that the number of directors in each class is as specified in the
position(s) to be abolished. Notwithstanding the foregoing, no
decrease in the number of directors shall have the effect of
shortening the term of any incumbent director. Should the number
of directors be increased, other than directors which may be
elected by the holders of preferred stock, the additional
directorships shall be allocated among classes as appropriate so
that the number of directors in each class is as specified in the
immediately preceding paragraph.
Whenever the holders of any one or more series of preferred stock
shall have the right, voting separately as a class, to elect one
or more directors , the board of directors shall include said
directors so elected and not be in addition to the number of
directors fixed as provided in this Article III. Notwithstanding
the foregoing, and except as otherwise may be required By Law,
whenever the holders of any one or more series of preferred stock
elect one or more directors , the terms of the director or
directors elected by such holders shall expire at the next
succeeding annual stockholders' meeting.
SECTION 4. Regular Meetings. A regular meeting of the board of
directors shall be held at such time and place as shall be
determined by resolution of the board of directors without other
notice than such resolution.
SECTION 5. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the chairman, the
chief executive officer or one-third of the directors. The person
calling the special meetings of the board of directors may fix
any place as the place for holding any special meeting of the
board of directors called by such persons.
Members of the board of the directors may participate in special
meetings by means of telephone conference or similar
communications equipment by which all persons participating in
the meeting can hear each other. Such participation shall
constitute presence in person.
SECTION 6. Notice. Written notice of any special meeting shall
be given to each director at least two days previous thereto
delivered personally or by telegram or at least seven days
previous thereto delivered by mail at the address at which the
director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid if mailed or when
delivered to the telegraph company if sent by telegram. Any
director may waive notice of any meeting by a writing filed with
the secretary. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of
such meeting.
SECTION 7. Quorum. A majority of the number of directors fixed
by Section 2 shall constitute a quorum for the transaction of
business at any meeting of the board of directors, but if less
than such majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time.
Notice of any adjourned meeting shall be given in the same manner
as prescribed by Section 5 of this Article III.
SECTION 8. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall
be the act of the board of directors, unless a greater number is
prescribed by these bylaws, the certificate of incorporation, or
the General Corporation Law of the State of Nevada.
SECTION 9. Action Without a Meeting. Any action required or
permitted to be taken by the board of directors at a meeting may
be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors.
SECTION 10. Resignation. Any director may resign at any time by
sending a written notice of such resignation to the home office
addressed to the chairman. Unless otherwise specified therein
such resignation shall take effect upon receipt thereof by the
chairman.
SECTION 11. Vacancies. Any vacancy occurring on the board of
directors shall be filled in accordance with the provisions of
the Corporation's certificate of incorporation. Any directorship
to be filled by reason of an increase in the number of directors
may be filled by the affirmative vote of two-thirds of the
directors then in office or by election at an annual meeting or
at a special meeting of the stockholders held for that purpose.
The term of such director shall be in accordance with the
provisions of the Corporation's certificate of incorporation.
SECTION 12. Removal of Directors. Any director or the entire
board of directors may be removed only in accordance with the
provisions of the Corporation's certificate of incorporation.
SECTION 13. Compensation. Directors, as such, may receive
compensation for service on the board of directors. Members of
either standing or special committees may be allowed such
compensation as the board of directors may determine.
SECTION 14. Age Limitation. No person 70 years or more of age
shall be eligible for election, reelection, appointment or
reappointment to the board. No director shall serve as such
beyond the annual meeting immediately following the director
becoming 70 years of age. This age limitation does not apply to
an advisory director.
ARTICLE IV
Committees of the Board of Directors
The board of directors may, by resolution passed by a majority of
the whole board, designate one or more committees, as they may
determine to be necessary or appropriate for the conduct of the
business, and may prescribe the duties, constitution and
procedures thereof. Each committee shall consist of one or more
directors appointed by the chairman. The chairman may designate
one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of
the committee.
The chairman shall have power at any time to change the members
of, to fill vacancies in, and to discharge any committee of the
board. Any member of any such committee may resign at any time by
giving notice to the Corporation; provided, however, that notice
to the board, the chairman of the board, the chief executive
officer, the chairman of such committee, or the secretary shall
be deemed to constitute notice to the Corporation. Such
resignation shall take effect upon receipt of such notice or at
any later time specified therein; and, unless otherwise specified
therein, acceptance of such resignation shall not be necessary to
make it effective. Any member of any such committee may be
removed at any time, either with or without cause, by the
affirmative vote of a majority of the authorized number of
directors at any meeting of the board called for that purpose.
ARTICLE V
Officers
SECTION 1. Positions. The officers shall be a chairman, a
president, one or more vice presidents, a secretary and a
treasurer, each of whom shall be elected by the board of
directors. The board of directors may designate one or more vice
presidents as executive vice president or senior vice president.
The board of directors may also elect or authorize the
appointment of such other officers as the business may require.
The officers shall have such authority and perform such duties as
the board of directors may from time to time authorize or
determine. In the absence of action by the board of directors,
the officers shall have such powers and duties as generally
pertain to their respective offices.
SECTION 2. Election and Term of Office. The officers shall be
elected annually by the board of directors at the first meeting
of the board of directors held after each annual meeting of the
stockholders. If the election of officers is not held at such
meeting, such election shall be held as soon thereafter as
possible. Each officer shall hold office until his successor
shall have been duly elected and qualified, until his death or
until he shall resign or shall have been removed in the manner
hereinafter provided. Election or appointment of an officer,
employee or agent shall not of itself create contract rights.
The board of directors may authorize the Corporation to enter
into an employment contract with any officer in accordance with
state law; but no such contract shall impair the right of the
board of directors to remove any officer at any time in
accordance with Section 3 of this Article V.
SECTION 3. Removal. Any officer may be removed by vote of two-
thirds of the board of directors whenever, in its judgment, the
best interests will be served thereby, but such removal, other
than for cause, shall be without prejudice to the contract
rights, if any, of the person so removed.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be
filled by the board of directors for the unexpired portion of the
term.
SECTION 5. Remuneration. The remuneration of the officers shall
be fixed from time to time by the board of directors, and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director.
SECTION 6. Age Limitation. No person 70 or more years of age
shall be eligible for election, reelection, appointment or
reappointment as an officer. No officer shall serve beyond the
annual meeting immediately following the officer becoming 70 or
more years of age.
ARTICLE VI
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts. To the extent permitted by applicable law,
and except as otherwise prescribed by the Corporation's
certificate of incorporation or these bylaws with respect to
certificates for shares, the board of directors or the executive
committee may authorize any officer, employee, or agent to enter
into any contract or execute and deliver any instrument in the
name of and on behalf . Such authority may be general or confined
to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf and no
evidence of indebtedness shall be issued in its name unless
authorized by the board of directors. Such authority may be
general or confined to specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name shall be signed by one or more
officers, employees or agents in such manner, including in
facsimile form, as shall from time to time be determined by
resolution of the board of directors.
SECTION 4. Deposits. All funds not otherwise employed shall be
deposited from time to time to the credit in any of its duly
authorized depositories as the board of directors may select.
ARTICLE VII
Certificates for Shares and Their Transfer
SECTION 1. Certificates for Shares. The shares of capital stock
shall be represented by certificates signed by the chairman of
the board of directors or the president or a vice president and
by the treasurer or an assistant treasurer or the secretary or an
assistant secretary, and may be sealed with the seal or a
facsimile thereof. Any or all of the signatures upon a
certificate may be facsimiles if the certificate is countersigned
by a transfer agent, or registered by a registrar, other than the
Corporation itself or an employee. If any officer who has signed
or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before the
certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer at the date of its
issue.
SECTION 2. Form of Share Certificates. All certificates
representing shares of capital stock shall set forth upon the
face or back that the Corporation will furnish to any stockholder
upon request and without charge a full statement of the
designations, preferences, limitations, and relative rights of
the shares of each class authorized to be issued, the variations
in the relative rights and preferences between the shares of each
such series so far as the same have been fixed and determined,
and the authority of the board of directors to fix and determine
the relative rights and preferences of subsequent series.
Each certificate representing shares shall state upon the face
thereof: that the Corporation is organized under the laws of the
State of Delaware; the name of the person to whom issued; the
number and class of shares, the designation of the series, if
any, which such certificate represents; the par value of each
share represented by such certificate, or a statement that the
shares are without par value. Other matters in regard to the form
of the certificates shall be determined by the board of
directors.
SECTION 3. Payment for Shares. No certificate shall be issued
for any share of capital stock until such share is fully paid.
SECTION 4. Form of Payment for Shares. The consideration for the
issuance of shares of capital stock shall be paid in accordance
with the provisions of the certificate of incorporation.
SECTION 5. Transfer of Shares. Transfer of shares of capital
stock shall be made only on the stock transfer books of the
Corporation. Authority for such transfer shall be given only to
the holder of record thereof or by his legal representative, who
shall furnish proper evidence of such authority, or by his
attorney thereunto authorized by power of attorney duly executed
and filed with the Corporation. Such transfer shall be made only
on surrender for cancellation of the certificate for such shares.
The person in whose name shares of capital stock stand on the
books shall be deemed by the Corporation to be the owner thereof
for all purposes.
SECTION 6. Lost Certificates. The board of directors may direct
a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost,
stolen, or destroyed. When authorizing such issue of a new
certificate, the board of directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner
of such lost, stolen, or destroyed certificate, or his legal
representative, to 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, stolen, or destroyed.
ARTICLE VIII
Fiscal Year; Annual Audit
The fiscal year shall end on the last day of December of each
year. The Corporation shall be subject to an annual audit as of
the end of its fiscal year by independent public accountants
appointed by and responsible to the board of directors.
ARTICLE IX
Dividends
Dividends upon the capital stock, subject to the provisions of
the certificate of incorporation, if any, may be declared by the
board of directors at any regular or special directors' meeting,
pursuant to law. Dividends may be paid in cash, in property or in
stock.
ARTICLE X
Corporation Seal
The corporate seal shall be in such form as the board of
directors shall prescribe.
ARTICLE XI
Amendments
Pursuant to the certificate of incorporation, these bylaws may be
repealed, altered, amended or rescinded by the stockholders only
by vote of not less than three-quarters of the voting power of
the outstanding shares of capital stock entitled to vote
generally in the election of directors (considered for this
purpose as one class) cast at a stockholders' meeting called for
that purpose (provided that notice of such proposed repeal,
alteration, amendment or rescission is included in the notice of
such meeting). In addition, the board of directors may repeal,
alter, amend or rescind these bylaws by vote of two-thirds of the
board of directors at a legal meeting held in accordance with the
provisions of these by-laws.
ARTICLE XI
Miscellaneous
SECTION 1. Reserves. By resolution, the board of directors may
create such reserve or reserves out of the earned surplus of the
Corporation as the directors 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 any other purpose they think beneficial to
the Corporation. The directors may modify or abolish any such
reserve in the manner in which it was created.
SECTION 2. Facsimile Signatures. In addition to the provisions
for the use of facsimile signatures elsewhere specifically
authorized, facsimile signatures of any officer or officers of
the Corporation may be used whenever and as authorized by the
board of directors or a committee thereof.
SECTION 3. Reliance upon Books, Reports and Records. Each
director, each member of any committee designated by the board of
directors, and each officer of the Corporation shall, in the
performance of his duties, be fully protected in relying in good
faith upon the books of account or other records of the
Corporation, including reports made to the Corporation by any of
its officers, by an independent certified public accountant, or
by an appraiser selected by the board of directors with
reasonable care.
SECTION 4. Time Periods. In any provision of these by-laws
which requires that an act be done or not done within or during a
period of a specified number of days prior to an event, calendar
days shall be used, the day of the doing of the act shall be
excluded, and the day of the event shall be included.
CERTIFICATE OF ADOPTION The undersigned, the duly elected and
acting secretary of this Corporation, hereby certifies that the
foregoing by-laws were duly adopted by unanimous written action
of the incorporator and consented to by the original shareholders
and directors of this Corporation, as of the 24th day of April,
1999.
/s/Terry Kirby
Terry Kirby,
Secretary
