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EXHIBIT 3.2
BY-LAWS
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BY-LAWS
THOROUGHBRED INTERESTS, INC.
ARTICLE I
SHARES
1. Every stockholder of record shall be entitled to a stock certificate
representing the shares owned by him, but a stock certificate shall not be
issued to any stockholder until the shares represented thereby have been fully
paid. No note or obligation given by a stockholder, whether secured by pledge or
otherwise, shall be considered as payment in whole or in part, of any shares.
2. Share certificates of the corporation shall be in such form as the
Board of Directors may from time to time determine. Stock certificates shall be
issued to each holder of fully-paid shares, in numerical order, from the stock
certificate books, signed by the President or Vice-President, countersigned by
the Secretary or Treasurer, and sealed with the corporate seal. Facsimile
signatures may be used as permitted by law. Share certificates restricted as to
transfer or resale shall bear an appropriate restriction legend. A record of
each certificate issued shall be kept on the stub thereof.
3. Transfers of shares shall be made only upon the books of the
corporation and, before a new certificate is issued, the old certificate must be
surrendered for cancellation. The corporation shall not be bound by any
restrictions on the transferability of shares imposed by any agreement to which
it is not a party unless both written notice of such agreement or restriction
is given to the Secretary and notice of such agreement or restriction has been
put upon the stock certificate(s) so restricted. No transfer shall be made where
such transfer is restricted by law or governmental regulation. The corporation
shall be entitled to delay or refuse only transfer pending adequate proof of
entitlement to transfer.
4. In case a stock certificate is lost or destroyed, the claimant thereof
shall make an affirmation or affidavit of the fact and advertise the same in
such manner as the Board of Directors may require, and shall give the
corporation a bond of indemnity in form and amount acceptable to the Board, and
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one or more sureties satisfactory to the Board and upon satisfactory proof being
produced to the Board of Directors of such loss or destruction, a anew
certificate may be issued of the same tenor and for the same number of shares as
the one alleged to be lost or destroyed, but always subject to the approval of
the Board of Directors.
5. The holder of record of any share or shares shall be entitled to be
treated by the corporation as the holder in fact thereof, and the corporation
accordingly shall not be bound to recognize any equitable claim to, or interest
in, such share on the part of any other person, whether or not the corporation
shall have express or other notice thereof, save as expressly provided by
applicable laws.
6. A stockholder shall not be personally liable for any debt or liability
of the corporation, except as may be imposed by law.
7. The treasury stock of the corporation shall consist of such issued and
outstanding shares of the corporation as may be donated to the corporation or
otherwise acquired, and shall be held subject to disposal by the Board of
Directors. Such shares shall neither vote nor participate in dividends while
held by the corporation.
ARTICLE II
MEETINGS OF STOCKHOLDERS
1. The annual meeting of the stockholders of this corporation shall be
held at such place either within or without the State of Nevada, on such date,
and at such time, as may be designated by the Board of Directors. Failure to
hold an annual meeting at the designated time shall not work any forfeiture or
dissolution of the corporation.
2. Special meetings of the stockholders may be called to be held at the
registered office of the corporation, or at such other place designated in the
call, at any time, (a) by the President or (b) by resolution of the Board of
Directors, or (c) upon written request of the stockholders holding a majority of
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the outstanding shares having voting rights. Upon written request of the
stockholder or stockholders entitled to call a special meeting, the Secretary
shall give notice of such special meeting, to be held at such time as the
Secretary may fix, not less than ten (10) nor more than sixty (60) days after
the receipt of such request. Upon neglect or refusal of the Secretary to issue
such call the person or persons making the request may do so.
3. In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
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
change, conversion or exchange of share or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
If no record date is fixed:
(a) The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, on which the meeting is held.
(b) The record date for determining stockholders entitled to express
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 the first
written consent is expressed.
(c) The record date for determining stockholders 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.
(d) A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders
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shall apply to any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned meeting.
4. At least ten days before each meeting of stockholders, the officer
having charge of the transfer books for shares shall make a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list shall be
kept on file at the principal office of the corporation and shall be subject to
inspection by any stockholder at any time during usual business hours. Such list
shall be produced and kept open at the time and place of meeting, subject to the
inspection of any stockholders during the whole time of the meeting. The
preparation of such list may be dispensed with by oral or written agreement of
all stockholders.
5. Except as herein otherwise provided, notice of meeting, written or
printed for every regular or special meeting of the stockholders, shall be
prepared and mailed to the last known post office address of each stockholder
having voting rights, not less than five days before any such meeting, and if
for a special meeting, such notice shall also state the object or objects
thereof. No failure of or irregularity in notice of any regular meeting shall
invalidate such meeting or any proceeding thereat. Notice of a meeting may be
waived by written waiver signed by persons entitled to vote. Attendance at a
meeting shall constitute waiver of notice of place, date, time and purpose.
6. A quorum at any meeting of the stockholders shall consist of a majority
of the voting shares of the corporation, represented in person or by proxy. A
majority of such quorum shall decide any question that may come before the
meeting unless such question is by statute required to be decided by a majority
of the outstanding shares or otherwise.
7. At any meeting duly called and held for the election of directors at
which a quorum is present, directors shall be elected by a plurality of the
votes cast by the holders (acting as such) of shares of stock of the corporation
entitled to elect
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such directors.
8. Removal of directors. Notwithstanding any other provisions of the
Certificate of Incorporation or the By-Laws of the corporation (and
notwithstanding the fact that some lesser percentage may be specified by law,
the certificate of Incorporation or the By-laws of the corporation), any
director or the entire board of Directors of the corporation may be removed at
any time, for cause or without cause, by the affirmative vote of the holders of
a majority of the outstanding shares of capital stock of the corporation
entitled to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the stockholders called for that
purpose.
9. The order of business at the annual meeting and, as far as possible, at
all other meetings of the stockholders, shall be:
(a) Call to order
(b) Proof of due notice of meeting
(c) Call of roll, filing of proxies, and determination of a quorum
(d) Reading and disposal of any unapproved minutes
(e) Unfinished business
(f) Amendments of Articles of Incorporation or By-laws
(g) Fixing the number of directors and election of directors
(h) Reports of officers and committees
(i) New business
(j) Adjournment
Any agenda item may be waived. Robert's Rules of Order shall determine any
question or dispute regarding procedure.
Business transacted at all special meetings shall be confined to the
objects stated in the call and matters germane thereto, unless all stockholders
entitled to vote are present and consent.
10. Stockholders shall have the right to be represented
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and vote by proxy at any meeting of stockholders. Proxies shall be filed with
the Secretary prior to the meeting and failure to do so file shall preclude
exercise thereof by the proxy holder at such meeting.
11. Any action which may be taken at a meeting of stockholders may be
taken without a meeting, if a consent in writing, setting forth the action so
taken, shall be signed by a majority of the stockholders who would be entitled
to vote at a meeting or such lesser percentage of shares as shall be set by the
Articles, and the consent shall be filed with the Secretary of the corporation.
ARTICLE III
DIRECTORS
1. So long as all the shares of this corporation are owned beneficially
and of record by only one or two stockholders, the business and property of the
corporation shall be managed by a Board of not fewer than the number of
stockholders. At such time as the stocks are owned beneficially and of record by
three (3) or more stockholders, the business and property of the corporation
shall be managed by a Board of not fewer than three (3) nor more than twenty-one
(21) directors, who shall be natural persons of full age, and who shall be
elected annually be the stockholders having voting rights, for the term of one
year, and shall serve until the election and acceptance of their duly qualified
successors. In the event of any delay in holding, or adjournment of, or failure
to hold an annual meeting, the terms of the sitting directors shall be
automatically continued indefinitely until their successors shall be duly
elected and qualified. Directors need not be stockholders. Any vacancies,
including vacancies resulting from an increase in the number of directors, may
be filled by the Board of Directors, though less than a quorum for the unexpired
term. The Board of Directors shall have full power, and it is hereby expressly
authorized, to increase or decrease the number of directors from time to time
without requiring a vote of the stockholders.
2. The annual meeting of the Board of Directors shall be
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held at the offices of the corporation within thirty (30) days following the
annual meeting of stockholders. At such meeting, the Board may elect a Chairman
of the Board (who shall thereafter chair meetings of the Board), a Secretary
(who shall thereafter keep the minutes of the meetings of the Board), and such
other officials as the Board may deem desirable.
3. Special meetings of the Board of Directors, may be called at any time
by the President, or by a majority of the members of the Board, and may be held
at any time and place, either within or without the State of Nevada, either with
notice as provided in Section 4 or without if by written consent of all the
absent members any by the presence of all other members at such meeting.
4. Notice of special meetings shall be given by any means of communication
by the Secretary to each member of the Board not less than twenty-four (24)
hours before any such meeting, and notice of such special meetings shall include
a general statement of the purposes thereof. Notice of such meetings may be
waived by written waiver.
5. A quorum at any meeting shall consist of a majority of the entire
membership of the Board. A majority of such quorum shall decide any question
that may come before the meeting, unless otherwise provided by statute.
6. Executive Committee. The Board of Directors may, by resolution adopted
by a majority of the whole Board, delegate not less than two of its number to
constitute an Executive Committee which, to the extent provided in such
resolution, shall have and exercise the authority of the Board of Directors in
the management of the business of the corporation. Written minutes shall be kept
of all actions taken by the Executive Committee between intervals of the regular
meetings of the Board of Directors, and these minutes must be reported at the
next regular meeting of the Board.
7. Special Committees. The Board of Directors may, by specific resolution
adopted by a majority of the whole Board, delegate not less than two of its
number to constitute a special
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committee which, to the extent and scope provided in such resolution, shall have
and exercise authority in such matters as the Board shall declare. Written
minutes shall be kept of all actions taken by any such special committee between
the intervals of the regular meetings of the Board of Directors, and those
minutes must be reported at the next regular meeting of the Board.
8. One or more directors may participate in a meeting of the Board or of
an Executive or other committee of the Board by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.
9. Any action which may be taken at a meeting of the Board or of any
committee thereof 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 who
would be entitled to vote at a meeting for such purposes and shall be filed with
the Secretary of the Corporation.
10. Officers of the corporation, including the President, shall be elected
by ballot, by the Board of Directors, at its first meeting after the election of
directors each year. If any office becomes vacant, including the office of the
President, during the year, the Board of Directors shall fill it for the
unexpired term. The President need not be chosen from the Board of Directors.
11. The order of business at any regular or special meeting of the Board
of Directors shall be:
(a) Call to order an call of roll
(b) Reading and disposal of any unapproved minutes
(c) Unfinished business
(d) Reports of officers and committees
(e) New business
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(f) Adjournment
Any agenda item may be waived. Robert's Rules of Order shall determine any
question or dispute regarding procedure.
12. Compensation. Directors as such, shall not receive any stated salary
for their services, but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board provided, that nothing herein contained shall be construed
to preclude any director from servicing the corporation in any other capacity
and receiving compensation therefor.
ARTICLE IV
OFFICERS
1. The officer of the corporation shall be a President, a Secretary and a
Treasurer. In addition, there may be one or more Vice Presidents and such other
officers, assistant officers, and agents as the Board of Directors may
determine. All officers and agents shall be elected for the term of one year and
shall hold office until their successors are elected and qualified. Any two or
more offices may be held by the same person including the offices of President
and Secretary.
2. The President shall be the chief executive officer of the corporation;
shall preside at all meetings of the stockholders and directors; shall have
general supervision of the affairs of the corporation; shall sign or countersign
certificates, contracts, and other instruments of the corporation, as authorized
by the Board of Directors; shall make reports to the directors and stockholders;
and shall perform all such other duties as are incident to his office or are
properly required of him by the Board of Directors.
3. The Secretary shall issue notices for all meetings; shall keep minutes,
shall have charge of the seal and the books of the corporation; shall sign with
the President of affix the seal to such instruments as require such signature or
seal and
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attest to the signature of the President by affixation of the seal thereto; and
shall make such reports and pert on such other duties as are incident to his
office, or are properly required of him by the Board of Directors.
4. The Treasurer shall have the custody of all monies and securities of
the corporation and shall keep regular books of account. He shall sign or
countersign such documents and instruments as required his signature, shall
perform all duties incident to his office or that are properly required of him
by the Board of Directors, and if required by the Board of Directors, shall give
bond for the faithful performance of his duties in such sum and with such
sureties as may be required by the Board of Directors. He shall have the sole
and exclusive power, responsibility, and authority to determine the priority and
order of payment of liabilities of this corporation, to calculate and pay all
payrolls, to withhold all required taxes including federal, state, and local
income taxes and F.I.C.A. to regularly and timely deposit such withheld sums in
the manner required by law or regulation, and to prepare, execute, and file, on
a timely basis, all federal, state, and local tax reports and/or returns and to
transmit therewith all sums due and owing.
6. All other officers, assistant officers, and agents shall perform such
duties as may be required of them by the Board of Directors. All officers,
assistant officers, and agents of the corporation shall be subject to removal by
the Board of Directors whenever in its judgment the best interests of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person removed. Any vacancy occurring in
any office of the corporation by death, resignation, removal or otherwise shall
be filled by the Board of Directors.
7. All officers, assistant officers, and agents of the Corporation shall
be subject to removal by the Board of Directors whenever in its judgment the
best interests of the Corporation will be serviced thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person
removed.
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8. Compensation. The Board of Directors shall have power to fix the
compensation of all officers and assistant officers of the corporation. It may
authorize any officer, upon whom the power of appointing subordinate officers
nay have been conferred, to fix the compensation of such subordinate officers.
9. Disallowed Compensation. Any payments made to an officer or employee of
the corporation such as a salary, commission, bonus, interest, rent, travel or
entertainment expense incurred by him, which shall be disallowed in whole or in
part as a deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer or employee to the corporation to the full extent of
such disallowance. It shall be the duty of the directors, as a Board, to enforce
payment of each such amount disallowed, In lieu of payment by the officer or
employee, subject to the determination of the directors, proportionate amounts
may be withheld from his future compensation payments until the amount owed to
the corporation has been recovered.
10. Resignations. Any director or other officer may resign at anytime,
such resignation to be in writing, and to take effect from the time of its
receipt by the corporation, unless some time be fixed in the resignation and
then from that date. The acceptance of a resignation shall not be required to
make it effective.
ARTICLE V
DIVIDENDS AND FINANCE
1. Dividends shall be declared as provided by law at such times as the
Board of Directors shall direct, and no dividend shall be declared that will
impair the capital of the corporation.
2. The monies of the corporation shall be deposited in the name of the
corporation, in such banks, savings and loan associations or trust companies as
the Board of Directors shall designate, and shall be drawn out only by check or
other negotiable instrument signed as directed by the Board of
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Directors. Funds in excess of current working capital needs may be invested in
such certificates of deposit, mutual funds, government securities, money market
funds, and similar liquid investments.
3. Financial Reports. The officers of the corporation shall tender to the
Board of Directors such financial reports of the condition of the corporation as
may be required by the Board of Directors. The directors and officers shall be
required to forward to the stockholders an annual financial report within one
hundred eighty (180) days after the close of each fiscal year. No report of the
financial condition of the corporation need be prepared or verified by a
certified public accountant, unless directed to be so prepared by an order of
the Board of Directors.
4. A fiscal year basis may be established for the operations of the
corporation by the Board of Directors and may be changed, from time to time, as
desirable to the extent permitted by applicable tax laws or regulations.
5. The Treasurer, with the approval of the President, may make charitable
contributions out of the funds of the corporation for purposes permitted by law,
without the consent of the stockholders or directors, to the extent that such
contributions shall be deductible by the corporation for income tax purposes;
provided, however, that full report of such contributions shall be made to the
Board of Directors at its next meeting.
ARTICLE VI
SEAL
1. The corporate seal of the corporation shall consist of two concentric
circles, between which is the name of the corporation, and in the circle shall
be inscribed the words "Corporate Seal" together with the year of incorporation,
and "Nevada", and such seal is impressed
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on the margin hereof and is hereby adopted as the corporate seal of the
corporation.
ARTICLE VII
CONFLICT OF INTEREST
1. No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for such reason, or solely because the director
or officer is present at or participates in the meeting of the Board which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if:
(a) The material facts as to his (their) interest and as to the contract
or transaction are disclosed to or are known by the Board of Directors, and the
Board, in good faith, authorizes the contract or transaction by the affirmative
vote of a majority of the disinterested directors; or
(b) The material facts as to his (their) relationship or interest and as
to the contract or transaction are disclosed to or are known by the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(c) The contract or transaction is fair as to the corporation as of the
time it is authorized, approved or ratified, by the Board of Directors or the
stockholders.
2. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors which authorizes a
contract or transaction specified in Section 1 of the Article.
3. This provision shall be in addition to, and not in
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limitation of, any applicable provisions of law validating contracts in
situations involving interested directors, officers and stockholders.
ARTICLE VIII
LIMITATION OF LIABILITY
1. No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, that the foregoing clause shall not apply to any
liability of a director for any action for which the General Corporation Law of
the State of Nevada proscribes this limitation and then only to the extent that
this limitation is specifically proscribed.
2. It is the intent that this Article be interpreted to provide the
maximum protection against liability afforded to directors under the Nevada
General Corporation Law as it may be amended from time to time.
ARTICLE IX
INDEMNIFICATION
1. The corporation shall, to the fullest extent permitted by applicable
law as then in effect, indemnify each director, each officer and each other
person who may have acted as a representative of the corporation at its request,
and his heirs, executors, and administrators. Any such person shall be
indemnified by the corporation against:
(a) any costs and expenses, including counsel fees, reasonably incurred in
connection with any civil, criminal, administrative or other claim, action, suit
or proceeding, in which he may become involved or with which he may be
threatened, by reason of his being or having been a director or officer of the
corporation or by reason of his serving or having served any corporation, trust,
committee, firm or other organization as director, officer, employee, trustee,
member or otherwise at the request of this corporation, and
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(b) any payments in settlement of any such claim, suit, action, or
proceeding or in satisfaction of any related judgment, fine, or penalty, except
costs, expenses or payments in relation to any matter as to which he shall be
finally adjudged derelict in the performance of his duties to the corporation,
unless the corporation shall receive an opinion from independent counsel that
such director, officer, or representative has not so been derelict. In the case
of a criminal action, suit, or proceeding, a conviction or judgment (whether
after trial or based on a plea of guilty or nolo contendere or its equivalent)
shall not be deemed an adjudication that the director, officer or representative
was derelict in the performance of his duties to the corporation of he acted in
good faith in what he considered to be the best interests of the corporation and
with no reasonable cause to believe the action was illegal.
The foregoing right of indemnification shall not be exclusive of other
rights to which directors, officers and others may be entitled under the
Certificate of Incorporation as a matter of law or otherwise.
2. It is the intent that this Article be interpreted to provide the
maximum indemnification permitted under the Nevada General Corporation Law as it
may be amended from time to time.
3. This corporation shall have the power to purchase and maintain
insurance on behalf of any person who (1) is or was a director, officer,
employee or agent of the corporation, or (2) is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability.
ARTICLE X
EMERGENCY BY-LAWS
1. Emergency Powers. During any emergency resulting from
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warlike damage, including civil disorder, or an attack on the United States or
any nuclear or atomic disaster, the regular by-laws shall be suspended to the
extent necessary under the circumstances and the Board of Directors may make any
emergency by-law that may be practical or necessary for the circumstances of the
emergency, even though inconsistent with the regular by-laws. No director,
officer, or employee acting in accordance with any such emergency by-laws shall
be liable, except for willful misconduct.
2. Meeting. A meeting of the Board of Directors may be called by any
officer or director with no prescribed period of notice, so long as an attempt
is made to notify each director as soon as conditions may permit. Such notice
may be given by any feasible means at the time, including publication or radio.
3. Quorum. The director or directors in attendance at the meeting of the
Board shall constitute a quorum.
4. Emergency Directors. Prior to such an emergency, the Board of Directors
may designate officers or other persons who shall serve as directors in
emergency meetings in the event that the elected directors shall for any reason
be rendered incapable of discharging their duties.
5. Lines of Succession. The Board of Directors, either before or during
any such emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all officers or
agents of the corporation shall for any reason be rendered incapable of
discharging their duties.
6. Termination. Upon termination of the emergency, as declared by the
Board of Directors or other person discharging their duties, the emergency
by-laws shall cease to be operative. Termination shall not affect the legality
of actions taken hereunder.
ARTICLE XI
AMENDMENTS
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1. These by-laws may be amended, repealed or altered in whole or in part,
by a majority vote of the outstanding stocks of the corporation, at any regular
or special meeting of the stockholders. Written notice shall, not less than five
(5) days before a stockholders' meeting called by the Board of Directors for the
purpose of considering proposed amendments, be given to each stockholder of
record entitled to vote. Such notice shall set forth the proposed amendment or a
summary of the changes to be effected thereby.
2. These By-laws may also be amended, repealed, or altered, in whole or in
part, by a majority vote of the Board of Directors, at any meeting, without
prior notice. However, such by-laws, or any provision thereof, made, altered,
amended, or repealed by the Board of Directors, shall from time to time be
submitted to the stockholders for approval, and may be further altered, amended
or repealed by the stockholders at any annual meeting or, upon notice, at any
special meeting, and when so altered, amended or repealed, the Board of
Directors' changes disapproved by the stockholders shall not be re-established
by the Board of Directors without the prior approval of the stockholders.
CERTIFICATION OF ADOPTION
The undersigned, being the duly elected Secretary of THOROUGHBRED
INTERESTS, INC., hereby certify that the foregoing By-Laws were adopted as the
By-Laws of the corporation the 25th day of March, 1999:
/s/ JIM D. TILTON, JR.
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