BYLAWS
OF
INEEDITDONE.COM, INC.
An Arizona corporation
ARTICLE I
OFFICES AND CORPORATE SEAL
1. PRINCIPAL OFFICE. The principal office of the Corporation shall be
its known place of business in Tucson, Arizona.
2. OTHER OFFICES. The Corporation also may maintain offices at such
other place or places, either within or without the State of Arizona, as may be
designated from time to time by the Board of Directors, and the business of the
Corporation may be transacted at such other offices with the same effect as that
conducted at the principal office.
3. CORPORATE SEAL. A corporate seal shall not be requisite to the
validity of any instrument executed by or on behalf of the Corporation, but one
may be used if the officers or the Board of Directors so decide.
ARTICLE II
SHAREHOLDERS
1. SHAREHOLDERS' MEETINGS. All meetings of shareholders shall be held
in Tucson, Arizona, or at such other place as may be fixed from time to time by
the Board of Directors; or in the absence of direction by the Board of
Directors, by the President or Secretary of the Corporation, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.
2. ANNUAL MEETINGS. The annual meeting of Shareholders shall be held
during the ______ week of_____________ or at such other date and time, as shall
be designated from time to time by the Board of Directors and stated in the
notice of meeting. At the annual meeting, Shareholders shall elect a Board of
Directors and transact such other business as may be properly brought before the
meeting.
3. NOTICE OF ANNUAL MEETING. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be served upon or mailed
by the Secretary of the Corporation to
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each shareholder of record entitled to vote at such meeting at the address as
appears on the books of the Corporation, at least ten days and no more than
fifty days before the date of the meeting. Shareholders entitled to vote at the
meeting shall be determined as of four o'clock in the afternoon on the day
before notice of the meeting is sent.
4. LIST OF SHAREHOLDERS. The Secretary of the Corporation shall prepare
and make, at least ten days before every meeting of shareholders, a complete
list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address and the number of shares registered
in the name of each shareholder. This list shall be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any shareholder present.
5. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of the
Shareholders, for any purpose or purposes, unless otherwise proscribed by
statute or by the Articles of Incorporation, may be called by the President, and
shall be called by the President or Secretary at the request in writing of a
majority of the Board of Directors, or at the written request of the holders of
not fewer than twenty-five percent (25%) of all the outstanding shares entitled
to vote at the meeting. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting shall be confined
to the purposes stated in the call.
6. NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting of
shareholders stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called shall be served upon or mailed by the
Secretary of the Corporation not less than ten days and no more than fifty days
before the date of the meeting to each shareholder of record entitled to vote at
such meeting, at such address as appears on the books of the Corporation.
Shareholders entitled to vote at the meeting shall be determined as of four
o'clock in the afternoon on the day before notice (if the meeting is sent, or,
if notice is waived, at the commencement of the meeting.
7. QUORUM AND ADJOURNMENT. The holders of a majority of the shares
issued, outstanding and entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
shareholders 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 Shareholders, the Shareholders
entitled to vote at the meeting, present in person or represented by proxy,
shall have power to adjourn the meeting to another time or place, without notice
other than announcement at the meeting at which adjournment is taken, 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. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.
8. VOTING. Except for matters requiring cumulative voting, each
shareholder entitled to vote shall be entitled to one vote or corresponding
fraction thereof in person or by proxy for each share of stock or fraction
thereof held by such shareholder. Shareholders entitled to vote at an
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election for directors shall be entitled to vote cumulatively; all other
questions shall be decided by vote of a majority of the shares present, except
as otherwise provided by the articles of incorporation, these bylaws or the laws
of the State of Arizona. Upon the demand of any shareholder, the vote for
directors and upon any question before any meeting shall be by ballot.
9. PROXIES. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by such shareholder or by his duly authorized attorney
in fact. No instrument appointing a proxy shall be valid after the expiration of
eleven months from the date of its execution. Unless otherwise required by law,
all questions concerning the validity or sufficiency of the proxies or any of
them shall be decided by the Secretary of the Corporation.
10. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of all of the
outstanding shares entitled to vote with respect to the subject matter of the
action. The consent shall be filed with the minutes of proceedings of the
Shareholders.
11. WAIVER OF NOTICE. Attendance of a shareholder at a meeting shall
constitute waiver of notice of such meeting, except when such attendance at the
meeting is for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Any shareholder
may waive notice of any annual or special meeting of shareholders by executing a
written notice of waiver either before or after the time of the meeting.
ARTICLE III
DIRECTORS
1. NUMBER. The Board of Directors shall consist of three (3) persons or
such other number, but no less than one (1) and no more than ten (10) as may be
designated from time to time by resolution of a majority of the entire Board of
Directors. The directors shall be elected at the annual meeting of the
shareholders, except as provided in section 2 of this Article, and each director
elected shall hold office until his or her successor is elected and qualified.
2. VACANCIES. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by the
affirmative vote of a majority of the remaining directors then in office, though
not less than a quorum, or by a sole remaining director, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and qualified, unless sooner displaced. If there are
no directors in office, then an election of directors may be held in the manner
provided by statute.
3. POWERS. The business and affairs 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 as
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are not by statute, the articles of incorporation, or these bylaws directed or
required to be exercised or done by the shareholders.
4. PLACE OF MEETINGS. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Arizona. Such may be held by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
5. ANNUAL MEETINGS. The first meeting of each newly elected Board of
Directors shall be held immediately following the annual meeting of shareholders
and in the same place as the annual meeting, of shareholders, and no notice to
the newly elected directors of such meeting shall be necessary in order legally
to hold the meeting, providing a quorum shall be present. In the event such
meeting is not 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, or as shall be specified in a written waiver by all of the
directors.
6. REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be
determined by the board.
7. SPECIAL MEETINGS. Special meetings of the board may be called by the
president or the secretary on ten (10) days notice to each director, either
personally, by mail, by telegram, or by telephone. Special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of any director. The time and place of each special meeting
shall be determined by the president, but in the case of a meeting called upon
the request of a director, the time of such meeting shall be no later than the
expiration of a ten-day period following after the date of such request or such
longer period as may be specified in the request.
8. QUORUM. A majority of the membership of the Board of Directors shall
constitute a quorum and the concurrence of a majority of those present shall be
sufficient to conduct the business of the board, except as may be otherwise
specifically provided by statute or by the articles of incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors then present may adjourn the meeting to another time or place, without
a notice other than announcement at the meeting, until a quorum shall be
present.
9. ACTION WITHOUT MEETING. Unless otherwise restricted by the articles
of incorporation or these bylaws, 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 all members of the board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
10. WAIVER OF NOTICE. Attendance by a director at a meeting shall
constitute waiver of notice of such meeting, except when the person attends the
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
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Any director may waive notice of any annual, regular or special meeting of
directors by executing a written notice of waiver either before or after the
time of the meeting.
11. COMPENSATION. The directors may be paid their expenses, if any, 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 compensation for attending
committee meetings. The amount or rate of such compensation of members of the
Board of Directors or of committees shall be established by the Board of
Directors and shall be set forth in the minutes of the board.
ARTICLE IV
OFFICERS
1. DESIGNATION OF TITLES. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a president, a secretary and a
treasurer. The Board of Directors also may choose a chairman of the Board, one
or more vice presidents and one or more assistant secretaries and assistant
treasurers. Any number of offices, except the offices of president and
secretary, may be held by the same person, unless the Articles of Incorporation
or these bylaws provide otherwise.
2. APPOINTMENT OF OFFICERS. The Board of Directors at each annual
meeting shall elect a president, a secretary and a treasurer, each of whom shall
serve at the pleasure of the Board of Directors. The Board of Directors at any
time may appoint such other officers and agents as it shall deem necessary to
hold office at the pleasure of the Board of Directors and to exercise such
powers and perform such duties as shall be determined from time to time by the
board.
3. SALARIES. The salaries of the officers shall be fixed from time to
time by the Board of Directors, and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation.
4. TERM. The officers of the Corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected by the
Board of Directors may be removed at any time by the Board of Directors. If the
office of any officer becomes vacant for any reason, the vacancy shall he filled
by the Board of Directors.
5. CHAIRMAN OF THE BOARD. The chairman of the board, if one shall have
been appointed and be serving, shall preside at all meetings of the Board of
Directors and shall perform such other duties as from Lime to time may be
assigned to him.
6. PRESIDENT. The president shall preside at all meetings of
shareholders, and if a chairman of the board shall not have been appointed or,
having been appointed, shall not be serving or be absent, the president shall
preside at all meetings of the Board of Directors. He shall sign all
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deeds and conveyances, all contracts and agreements and all other instruments
requiring execution on behalf of the Corporation, and shall act as operating and
directing head of the Corporation, subject to policies established by the Board
of Directors.
7. VICE PRESIDENT. There shall be as many vice presidents as shall be
determined by the Board of Directors from time to time and they shall perform
such duties as from time to time may be assigned to them. Any one of the vice
presidents, as authorized by the board, shall have all the powers and perform
all the duties of the president in case of the temporary absence of the
president or in case of his temporary inability to act. In ease of the permanent
absence or inability of the president to act, the office of president shall be
declared vacant by the Board of Directors and a successor chosen by the Board.
8. SECRETARY. The secretary shall see that the minutes of all meetings
of shareholders, of the Board of Directors and of any standing committees are
kept. He shall be the custodian of the corporate seal and shall affix it to all
proper instruments when deemed advisable by him. He shall give or cause to be
given required notices of all meetings of the shareholders and of the Board of
Directors. He shall have charge of all books and records of the Corporation,
except the books of account, and in general shall perform all the duties
incident to the office of secretary of a Corporation and such other duties as
may be assigned to him.
9. TREASURER. The treasurer shall have general custody of all the funds
and securities of the Corporation. He shall see to the deposit of the funds of
the Corporation in such bank or banks as the Board of Directors may designate.
Regular books of account shall be kept under his direction and supervision, and
he shall render financial statements to the president, directors and
shareholders at proper times. The treasurer shall have charge of the preparation
and filing of such reports, financial statements and returns as may be required
by law. He shall give to the Corporation such fidelity bond as may be required,
and the premium therefor shall be paid by the Corporation as an operating
expense. He shall see that the Corporation's properties are adequately insured
against liability.
10. ASSISTANT SECRETARIES. There may be such number of assistant
secretaries as from time to time the Board of Directors may fix, and such
persons shall perform such functions as from time to time may be assigned to
them. No assistant secretary shall have the power or authority to collect,
account for or pay over any tax imposed by any federal, state or city
government.
11. ASSISTANT TREASURERS. There may be such number of assistant
treasurers as from time to time the Board of Directors may fix, and such persons
shall perform such functions as from time to time may be assigned to them. No
assistant treasurer shall have the power or authority to collect, account for,
or pay over any tax imposed by any federal, state or city government.
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ARTICLE V
COMMITTEES OF DIRECTORS
The Bard of Directors may, by resolution passed by a majority of the
whole board, designate one or more committees, to consist of two or more of the
directors of the Corporation. Any such committee, to the extent provided in the
resolution, and as otherwise restricted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it; provided, however, that in the absence of
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting not disqualified from voting, whether or
not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the Board of
Directors.
ARTICLE VI
CERTIFICATES OF STOCK
1. ISSUANCE. The certificates of each class of stock of the Corporation
shall be numbered and shall be entered in the books of the Corporation as they
are issued, They shall exhibit the holder's name and number of shares and shall
be signed by the president or the vice president and the secretary or the
assistant secretary.
2. LOST 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 of that fact by the person claiming
the certificates of stock to be lost or destroyed.
3. TRANSFERS OF STOCK. Except as otherwise provided in the articles of
incorporation, upon surrender to 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 to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
4. FIXING RECORD DATE. In order that the Corporation may determine the
shareholders 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 stock or for the purpose of any other lawful
action, the Board of Directors shall fix, in advance, a record date, which shall
not be more than seventy or less than ten days prior to such action.
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ARTICLE VII
RESTRICTIONS ON TRANSFER OF SHARES
1. RIGHT OF FIRST REFUSAL. Except as provided in section 2 of this
Article VII, the sale and transfer of the shares of the Corporation shall be
subject to the following restrictions:
a. No shares of the Corporation or an interest therein shall
be validly sold or otherwise transferred for consideration, either voluntarily,
involuntarily, or by operation of law, and no purported vendee or other
transferee shall be recognized as a shareholder of this Corporation for any
purpose whatsoever unless and until either the holders of all the other issued
and outstanding shares of the Corporation shall have filed with the secretary of
the Corporation their written consents to the sale or ether transfer of said
shares or said shares have been released from restrictions upon transfer as
hereinafter provided.
b. In the event any shareholder desires to sell or otherwise
transfer for consideration any or all of his shares of the Corporation to
anyone, such shareholder shall give written notice to the secretary of the
Corporation specifying the number of shares proposed to be sold or otherwise
transferred (hereinafter called "the offered shares"), the identity of the
prospective vendee or transferee, and the price per share offered by the
prospective vendee for said offered shares.
c. The Secretary of the Corporation shall, within five (5)
days after receipt of such notice, mail or deliver a copy of said notice to the
holders of record of all the other issued and outstanding shares of the
Corporation. Said copies may be delivered to said shareholders personally or may
be mailed to the addresses of such shareholders appearing on the books of the
Corporation or given by them to the Corporation for the purpose of notice, or,
if no such address appears or is given, to the then principal office of the
Corporation. Each of such shareholders shall have the right but shall be under
no obligation to purchase the offered shares at a price equal to the offered
price.
d. Any shareholder desiring to purchase all or any part of the
offered shares shall deliver by mail or otherwise to the secretary of the
Corporation, within fifteen (15) days of the mailing or delivery by the
secretary of the notice provided in subsection (c) of this section 1, a written
offer or offers to purchase a specified number of said shares at the offered
price. The number of said space~ which each of the shareholders shall be
entitled to purchase shall be determined according to the proportion which the
number of shares held by each such shareholder bears to the total number of
shares issued and outstanding other than the offered shares. If offers for less
than all of the offered shares are received under said apportionment, each
shareholder desiring to purchase shares in excess of those to which he is
entitled under said apportionment shall be entitled to purchase such proportion
of the remaining shares as the number of shares of the Corporation which he
holds bears to the total number of shares held by all such shareholders desiring
to purchase shares in excess of those to which they are entitled under such
apportionment.
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e. If at the expiration of said I 5-day period offers to
purchase none or only a part of the offered shares shall have been received from
shareholders pursuant to subsection (d) of this section 1, and if the
Corporation is in the position under the applicable laws of the State of Arizona
to `purchase shares issued by it, the Corporation shall be entitled to purchase
all shares not so purchased by the shareholders. In the event of any subsequent
sale, issue, or other transfer by the Corporation & shares acquired by the
Corporation pursuant to this section, said shares shall be subject to the
restrictions on transfers herein contained.
f. Unless all of the offered shares shall have been purchased
by the shareholders or by the Corporation, within thirty (30) days of the giving
of written notice provided in subsection (b) of this section 1, at the offered
price pursuant to offers made under the provisions of subsections (d) and (e) of
this section 1, the offered shares shall be released from restrictions upon
transfer; provided, however, that said shares shall be released solely for the
purpose of the proposed sale or transfer to the prospective vendee or transferee
in the amount specified and at the offered price specified. After said sale or
transfer, or after the expiration of forty-five (45) days from the giving of
notice by the secretary as provided in subsection (c) of this section 1,
whichever occurs sooner, said shares shall again become and shall remain subject
to the within restrictions upon transfer.
2. GENERAL PROVISIONS.
a. The certificates representing the shares of the Corporation
shall bear the following legend:
The shares of stock represented by this certificate are
subject to restrictions on the right to transfer shares
contained in the bylaws of INeedItDone.com, Inc. and within
five (5) days after receipt of written request, a copy of such
restrictions will be furnished to any stockholder without
charge.
b. The provisions in this Article relating to the sale and
transfer of the shares of the Corporation and the restrictions thereon shall not
be altered, amended, or repealed, except with the affirmative vote or written
consent of the holders of a majority of issued and outstanding shares of the
Corporation.
c. Nothing in this Article shall prevent the unrestricted
transfer of shares of the Corporation by one shareholder to another recognized
shareholder of record of the Corporation, and this Article shell not apply in
such transactions.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall be January 1 through December
31.
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ARTICLE IX
INDEMNITY
The Corporation shall indemnify any person against expenses, including
without limitation, attorneys' fees, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by reason of the fact that he is or
was a director, officer, employee or agent of the Corporation, or 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, in all circumstances in which, and to the extent that, such
indemnification is specifically permitted and provided for by the laws of the
State of Arizona as then in effect. Any indemnification hereunder shall be made
by the Corporation only as authorized by the Board of Directors by a majority
vote of the quorum consisting of directors who were not parties to the action,
suit or proceeding, or if such quorum is not obtainable, as specifically
permitted and provided for by the laws of the State of Arizona as then in
effect.
ARTICLE X
GENERAL PROVISIONS
1. CHECKS AND LOANS. All checks, demands for money or loans 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.
2. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
ARTICLE XI
REPEAL, ALTERATION OR AMENDMENT
Except as provided in Article VII, these bylaws may be repealed,
altered or amended, or substitute bylaws may be adopted, at any time only by a
majority of the Board of Directors.
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CERTIFICATE OF SECRETARY
I, David L. Penn, do hereby certify
(1) That I am the duly elected and acting Secretary of INeedItDone.com,
Inc., an Arizona corporation; and
(2) That the foregoing bylaws, comprised often (10) pages, constitute
the bylaws of said Corporation a~ duly adopted by the Board of Directors by
unanimous written consent without a meeting.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said Corporation this 14th day of February, 2000:
/s/ David L. Perin
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David L. Penn, Secretary
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