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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 - COMMITTEES 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
3-Dx.com
A NEVADA CORPORATION
ARTICLE ONE
OFFICES
Section 1.1. REGISTERED OFFICE - The registered office of this
corporation shall be in the County of Carson, 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. PLACE - 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 2000, shall be held on the 15th day of September
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
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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.
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. PROXY - 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 five (5). 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. PLACE - 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 - 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
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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.
ARTICLE FIVE
COMMITTEES 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
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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.
Section 8.6. CHAIRMAN OF THE BOARD - The CHAIRMAN OF THE BOARD shall
be the Chief Executive Officer and 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 act under the
direction of the Chairman and 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 act under the direction
of the Chairman. 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 of agent of the corporation.
Section 8.9. VICE-PRESIDENT - The VICE-PRESIDENT shall act under the
direction of the Chairman and shall 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 Chairman
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 Chairman. 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
Chairman of the Board of Directors.
Section 8.11. ASSISTANT SECRETARY - The ASSISTANT SECRETARY shall
act under the direction of the Chairman. In order of their seniority, unless
otherwise determined by the Chairman or the Board of Directors, they shall,
in the absence or disability of the Secretary, perform the duties and have
such powers as the Chairman of the Board of Directors may from time to time
prescribe.
Section 8.12. TREASURER - The TREASURER shall act under the
direction of the Chairman. Subject to the direction of the Chairman 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 Chairman or the Board of Directors,
taking proper vouchers for such disbursements, and shall render to the
Chairman 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. SURETY - 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 Chairman of 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 Chairman 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 Chairman and the President or a
Vice-President or Treasurer or 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 one class of stock or more that 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 - It 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 to the fact by
the person claiming the certificate 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 of certificates, or
his legal representative, to advertise the same in such manner as is 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 may or 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 attorneys=
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 amend 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 25th day of June, 1999.
/s/ Jerry C. Nims
------------------------
Secretary
<PAGE>
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of 3-Dx.com and that the
foregoing Bylaws, consisting of 12 pages, constitute the code of Bylaws of
3-Dx.com, as duly adopted at a regular meeting of the Board of Directors of
the corporation held June 25, 1999 .
IN WITNESS WHEREOF, I have hereunto subscribed my name this 25th day
of June, 1999.
/s/ Jerry C. Nims
------------------------
Secretary
