Bylaws
of
Pantheon Technologies, Inc.
ARTICLE I. DIRECTORS
--------------------
Section 1. Function.
--------------------
All corporate powers shall be exercised by or under the authority of the Board
of Directors. The business and affairs of the Corporation shall be managed under
the direction of the Board of Directors. Directors must be natural persons who
are at least 18 years of age but need not be shareholders of the Corporation.
Residents of any state may be directors.
Section 2. Compensation.
------------------------
The shareholders shall have authority to fix the compensation of directors.
Unless specifically authorized by a resolution of the shareholders, the
directors shall serve in such capacity without compensation.
Section 3. Presumption of Assent.
---------------------------------
A director who is present at a meeting of the Board of Directors or a committee
of the Board of Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless he objects at the
beginning of the meeting (or promptly upon arriving) to the holding of the
meeting or transacting the specified business at the meeting, or if the director
votes against the action taken or abstains from voting because of an asserted
conflict of interest.
Section 4. Number.
------------------
The Corporation shall have at least the minimum number of directors required by
law. The number of directors may be increased or decreased from time to time by
the Board of Directors.
Section 5. Election and Term.
-----------------------------
At each annual meeting of shareholders, the shareholders shall elect directors
to hold office until the next annual meeting or until their earlier resignation,
removal from office or death. Directors shall be elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present.
Section 6. Vacancies.
---------------------
Any vacancy occurring in the Board of Directors, including a vacancy created by
an increase in the number of directors, may be filled by the shareholders or by
the affirmative vote of a majority of the remaining directors though less than a
quorum of the Board of Directors. A director elected to fill a vacancy shall
hold office only until the next election of directors by the shareholders. If
there are no remaining directors, the vacancy shall be filled by the
shareholders. Section 7. Removal of Directors. At a meeting of shareholders, any
director or the entire Board of Directors may be removed, with or without cause,
provided the notice of the meeting states that one of the purposes of the
meeting is the removal of the director. A director may be removed only if the
number of votes cast to remove him exceeds the number of votes cast against
removal.
<PAGE>
Section 8. Quorum and Voting.
-----------------------------
A majority of the number of directors fixed by these Bylaws shall constitute a
quorum for the transaction of business. The act of a majority of directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
Section 9. Executive and Other Committees.
------------------------------------------
The Board of Directors, by resolution adopted by a majority of the full Board of
Directors, may designate from among its members one or more committees each of
which must have at least two members. Each committee *shall have the authority
set forth in the resolution designating the committee.
Section 10. Place of Meeting.
-----------------------------
Regular and special meetings of the Board of Directors shall be held at the
principal place of business of the Corporation or at another place designated by
the person or persons giving notice or otherwise calling the meeting.
Section 11. Time, Notice and Call of Meetings.
----------------------------------------------
Regular meetings of the Board of Directors shall be held without notice at the
time and on the date designated by resolution of the Board of Directors. Written
notice of the time, date and place of special meetings of the Board of Directors
shall be given to each director by mail delivery at least two days before the
meeting.
Notice of a meeting of the Board of Directors need not be given to a director
who signs a waiver of notice either before or after the meeting. Attendance of a
director at a meeting constitutes a waiver of notice of that meeting and waiver
of all objections to the place of the meeting, the time of the meeting, and the
manner in which it has been called or convened,. unless a director objects to
the transaction of business (promptly upon arrival at the meeting) because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors must be specified in the notice or waiver of notice of the meeting.
A majority of the directors present, whether or not a quorum exists, may adjourn
any meeting of the Board of Directors to another time and place. Notice of an
adjourned meeting shall be given to the directors who were not present at the
time of the adjournment and, unless the time and place of the adjourned meeting
are announced at the time of the adjournment, to the other directors. Meetings
of the Board of Directors may be called by the President or the Chairman of the
Board of Directors. Members of the Board of Directors and any committee' of the
Board may participate in a meeting by telephone conference or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation by these means constitutes presence
in person at a meeting.
<PAGE>
Section 12. Action By Written Consent.
--------------------------------------
Any action required or permitted to be taken at a meeting of directors may be
taken without a meeting if a consent in writing setting forth the action to be
taken and signed by all of the directors is filed in the minutes of the
proceedings of the Board. The action taken shall be deemed effective when the
last director signs the consent, unless the consent specifies otherwise.
ARTICLE II. MEETINGS OF SHAREHOLDERS
------------------------------------
Section 1. Annual Meeting.
--------------------------
The annual meeting of the shareholders of the corporation for the election of
officers and for such other business as may properly come.before the meeting
shall be held at such time and place as designated by the Board of Directors.
Section 2. Special Meeting.
---------------------------
Special meetings of the shareholders shall be held when directed by the
President or when requested in writing by shareholders holding at least 10% of
the Corporation's stock having the right and entitled to vote at such meeting. A
meeting requested by shareholders shall be called by the President for a date
not less than 10 nor more than 60 days after the request is made. Only business
within the purposes described in the meeting notice may be conducted at a
special shareholders, meeting.
Section 3. Place.
-----------------
Meetings of the shareholders will be held at the principal place of business of
the Corporation or at such other place as is designated by the Board of
Directors.
Section 4. Notice.
------------------
A written notice of each meeting of shareholders shall be mailed to each
shareholder having the right and entitled to vote at the meeting at the address
as it appears on the records of the Corporation. The meeting notice shall be
mailed not less than 10 nor more than 60 days before the date set for the
meeting. The record date for determining shareholders entitled to vote at the
meeting will be the close of business on the day before the notice is sent. The
notice shall state the time and place the meeting is to be held. A notice of a
special meeting shall also state the purposes of the meeting. A notice of
meeting shall be sufficient for that meeting and any adjournment of it. If a
shareholder transfers any shares after the notice is sent, it shall not be
necessary to notify the transferee. All shareholders may waive notice of a
meeting at any time.
<PAGE>
Section 5. Shareholder Quorum.
------------------------------
A majority of the shares entitled to vote, representeT in person or by proxy,
shall constitute a quorum at a meeting of shareholders. Any number of
shareholders, even if less than a quorum, may adjourn the meeting without
further notice until a quorum is obtained.
Section 6. Shareholder Voting.
------------------------------
If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders. Each outstanding share shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders. An
alphabetical list of all shareholders who are entitled to notice of a
shareholders, meeting along with their addresses and the number of shares held
by each shall be produced at a shareholders' meeting upon the request of any
shareholder.
Section 7. Proxies.
-------------------
A shareholder entitled to vote at any meeting of.shareholders or any adjournment
thereof may vote in person or by proxy executed in writing and signed by the
shareholder or his attorney-in-fact. The appointment of proxy will be effective
when received by the Corporation's officer or agent authorized to tabulate
votes. No proxy shall be valid more than 11 months after the date of its
execution unless a longer term is expressly stated in the proxy.
Section 8. Validation.
----------------------
If shareholders who hold a majority of the voting stock entitled to vote at a
meeting are present at the meeting, and sign a written consent to the meeting on
the record, the acts of the meeting shall be valid, even if the meeting was not
legally called and noticed.
Section 9. Conduct of Business By Written Consent.
--------------------------------------------------
Any action of the shareholders may be taken without a meeting if written
consents, setting forth the action taken, are signed by at least a majority of
shares entitled to vote and are delivered to the officer or agent of the
Corporation having custody of the Corporation's records within 60 days after the
date that the earliest written consent was delivered. Within 10 days after
obtaining an authorization of an action by written consent, notice shall be
given to those shareholders who have not consented in writing or who are not
entitled to vote on the action. The notice shall fairly summarize the material
features of the authorized action. If the action creates dissenters' rights, the
notice shall contain a clear statement of the right of dissenting shareholders
to be paid the fair value of their shares upon compliance with and as provided
for by the state law governing corporations.
ARTICLE III. OFFICERS
---------------------
<PAGE>
Section 1. Officers; Election; Resignation; Vacancies.
------------------------------------------------------
The Corporation shall have the officers and assistant officers that the Board of
Directors appoint from time to time. Except as otherwise provided in an
employment agreement which the Corporation has with an officer, each officer
shall serve until a successor is chosen by the directors at a regular or special
meeting of the directors or until removed. officers and agents shall be chosen,
serve for the terms, and have the duties determined by the directors. A person
may hold two or more offices.
Any officer may resign at any time upon written notice to the Corporation. The
resignation shall be effective upon receipt, unless the notice specifies a later
date. If the resignation is effective at a later date and the Corporation
accepts the future effective date, the Board of Directors may fill the pending
vacancy before the effective date provided the successor officer does not take
office until the future effective date. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise may be filled for
the unexpired-portion of the term by the Board of Directors at any regular or
special meeting.
Section 2. Powers and, Duties of Officers.
------------------------------------------
The officers of the Corporation shall have such powers and duties in the
management of the Corporation as may be prescribed by the Board of Directors
and, to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board of Directors.
Section 3. Removal of Officers.
-------------------------------
An officer or agent or member of a committee elected or appointed by the Board
of Directors may be removed by the Board with or without cause 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
so removed. Election or appointment of an officer, agent or member of a
committee shall not of itself create contract rights. Any officer, if appointed
by another-officer, may be removed by that officer.
Section 4. Salaries.
--------------------
The Board of Directors may cause the Corporation to enter into employment
agreements with any officer of the Corporation. Unless provided for in an
employment agreement between the Corporation and an officer, all officers of the
Corporation serve in their capacities without compensation.
Section 5. Bank Accounts.
-------------------------
The Corporation shall have accounts with financial institutions as determined by
the Board of Directors.
<PAGE>
ARTICLE IV. DISTRIBUTIONS
-------------------------
The Board of Directors may, from time to time, declare distributions to its
shareholders in cash, property, or its own shares, unless the distribution would
cause (i) the Corporation to be unable to pay its debts as they become due in
the usual course of business, or (ii) the Corporation's assets to be less than
its liabilities plus the amount necessary, if the Corporation were dissolved at
the time of the distribution, to satisfy the preferential rights of shareholders
whose rights are superior to those receiving the distribution. The shareholders
and the Corporation may enter into an agreement requiring the distribution of
corporate profits, subject to the provisions of law.
ARTICLE V. CORPORATE RECORDS
----------------------------
Section 1. Corporate Records.
-----------------------------
The corporation shall maintain its records in written form or in another form
capable of conversion into written form within a reasonable time. The
Corporation shall keep as permanent records minutes of all meetings of its
shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors on behalf of the
Corporation. The Corporation shall maintain accurate accounting records and a
record of its shareholders in a form that permits preparation of a list of the
names and addresses of all shareholders in alphabetical order by class of shares
showing the number and series of shares held by each.
The Corporation shall keep a copy of its articles or restated articles of
incorporation and all amendments to them currently in effect; these Bylaws or
restated Bylaws and all amendments currently in effect; resolutions adopted by
the Board of Directors creating one or more classes or series of shares and
fixing their relative rights, preferences, and limitations, if shares issued
pursuant to those resolutions are outstanding; the minutes of all shareholders'
meetings and records of all actions taken by shareholders without a meeting for
the past three years; written communications to all shareholders generally or
all shareholders of a class of series within the past three years, including the
financial statements furnished for the last three years; a list of names and
business street addresses of its current directors and officers; and its most
recent annual report delivered to the Department of State.
Section 2. Shareholders' Inspection Rights.
-------------------------------------------
A shareholder is entitled to inspect and copy, during regular business hours at
a reasonable location specified by the Corporation, any books and records of the
Corporation. The shareholder must give the Corporation written notice of this
demand at least five business days before the date on which he wishes to inspect
and copy the record(s). The demand must be made in good faith and for a proper
purpose. The shareholder must describe with reasonable particularity the purpose
and the records he desires to'inspect, and the records must be directly
connected with this purpose. This Section does not affect the right of a
shareholder to inspect and copy the shareholders, list described in this Article
if the shareholder is in litigation with the Corporation. In such a case, the
shareholder shall have the same rights as any other litigant to compel the
production of corporate records for examination.
<PAGE>
The Corporation may deny any demand for inspection if the demand was made for an
improper purpose, or if the demanding shareholder has within the two years
preceding his demand, sold or offered for sale any list of shareholders of the
Corporation or of any other corporation, has aided or abetted any person in
procuring any list of shareholders for that purpose, or has improperly used any
information secured through any prior examination of the records of this
Corporation or any other corporation.
Section 3. Financial Statements for Shareholders.
-------------------------------------------------
Unless modified by resolution of the shareholders within 120 days after the
close of each fiscal year, the Corporation shall furnish its shareholders with
annual financial statements which may be consolidated or combined statements of
the Corporation and one or more of its subsidiaries, as appropriate, that
include a balance sheet as of the end of the fiscal year, an income statement
for that year, and a statement of cash flows for that year. If financial
statements are prepared for the Corporation on the basis of generally accepted
accounting principles, the annual financial statements must also be prepared on
that basis.
If the annual financial statements are reported upon by a public accountant, his
report must accompany them. If not, the statements must be accompanied by a
statement of the President or the person responsible for the Corporation's
accounting records stating his reasonable belief whether the statements were
prepared on the basis of generally accepted accounting principles and, if not,
describing the basis of preparation and describing any respects in which the
statements were not prepared on a basis of accounting consistent with the
statements prepared for the preceding year. The Corporation shall mail the
annual financial statements to each shareholder within 120 days after the close
of each fiscal year or within such additional time thereafter as is reasonably
necessary to enable the Corporation to prepare its financial statements.
Thereafter, on written request from a shareholder who was not mailed the
statements, the Corporation shall mail him the latest annual financial
statements.
Section 4. Other Reports to Shareholders.
-----------------------------------------
If the Corporation indemnifies or advances expenses to any director, officer,
employee or agent otherwise than by court order or action by the shareholders or
by an insurance carrier pursuant to insurance maintained by the Corporation, the
Corporation shall report the indemnification or advance in writing to the
shareholders with or before the notice of the next annual shareholders, meeting,
or prior to the meeting if the indemnification or advance occurs after the
giving of the notice but prior to the time the annual meeting is held. This
report shall include a statement specifying the persons paid, the amounts paid,
and the nature and status at the time of such payment of the litigation or
threatened litigation.
<PAGE>
If the Corporation issues or authorizes the issuance of shares for promises to
render services in the future, the Corporation shall report in writing to the
shareholders the number of shares authorized or issued, and the consideration
received by the corporation, with or before the notice of the next shareholders'
meeting.
ARTICLE VI. STOCK CERTIFICATES
------------------------------
Section 1. Issuance.
--------------------
The Board of Directors may authorize the issuance of some or all of the shares
of any,or all of its classes or series without certificates. Each qertificate
issued shall be signed by the President and the Secretary (or the Treasurer).
The rights and obligations of shareholders are identical whether or not their
shares are represented by certificates.
Section 2. Registered Shareholders.
-----------------------------------
No certificate shall be issued for any share until the share is fully paid. The
Corporation shall be entitled to treat the holder of record of shares as the
holder in fact and, except as otherwise provided by law, shall not be bound to
recognize any equitable or other claim to or interest in the shares.
Section 3. Transfer of Shares.
------------------------------
Shares of the Corporation shall be transferred on its books only after the
surrender to the Corporation of the share certificates duly endorsed by the
holder of record or attorney-in-fact. If the surrendered certificates are
canceled, new certificates shall be issued to the person entitled to them, and
the transaction recorded on the books of the Corporation.
Section 4. Lost, Stolen or Destroyed Certificates.
--------------------------------------------------
If a shareholder claims to have lost or destroyed a certificate of shares issued
by the Corporation, a new certificate shall be issued upon the delivery to the
Corporation of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed, and, at the discretion of the Board of
Directors, upon the deposit of a bond or other indemnity as the Board reasonably
requires.
<PAGE>
ARTICLE VII. INDEMNIFICATION
----------------------------
Section 1. Right to Indemnification.
------------------------------------
The Corporation hereby indemnifies each person (including the heirs, executors,
administrators, or estate of such person) who is or was a director or officer of
the Corporation to the fullest extent permitted or authorized by current or
future legislation or judicial or administrative decision against all fines,
liabilities, costs and expenses, including attorneys, fees, arising out of his
or her status as a director, officer, agent, employee or representative. The
foregoing right of indemnification shall not be exclusive of other rights to
which those seeking an indemnification may be entitled. The Corporation may
maintain insurance, at its expense, to protect itself and all officers and
directors against fines, liabilities, costs and expenses, whether or not the
Corporation would have the legal power to indemnify them directly against such
liability.
Section 2. Advances.
--------------------
Costs, charges and expenses (including attorneys' fees) incurred by a person
referred to in Section 1 of this Article in defending a civil or criminal
proceeding shall be paid by the Corporation in advance of the final disposition
thereof upon receipt of an undertaking to repay all amounts advanced if. it is
ultimately determined that the person is not entitled to be indemnified by the
Corporation as authorized by this Article, and upon satisfaction of other
conditions required by current or future legislation.
Section 3. Savings Clause.
--------------------------
If this Article or any portion of it is invalidated on any ground by a court of
competent Jurisdiction, the Corporation nevertheless indemnifies each person
described in Section 1 of this Article to the fullest extent permitted by all
portions of this Article that have not been invalidated and to the fullest
extent permitted by law.
ARTICLE VIII. AMENDMENT
-----------------------
These Bylaws may be altered, amended or repealed, and new Bylaws adopted,
by a majority vote of the directors or by a vote of the shareholders holding a
majority of the shares.
I certify that these are the B~:4ws adopted by the Board n. of Directors of
the Corporation.
/s/ F. Muller
---------------
Secretary
Date: April 17, 1997
---------------
