BYLAWS
OF
U.S. Crude, Ltd.
(A California Corporation)
ARTICLE I
OFFICES
SECTION 1.1 PRINCIPAL OFFICE
The principal office of the corporation shall be fixed by the Board of
Directors. It may be located at any place within or without the State of
California. The location may be changed from time to time by approval of a
majority of the authorized directors as the business may required.
SECTION 1.2 OTHER OFFICES
The corporation may have such other offices, either within or without the State
of California, as the Board of Directors may designate or as the business of the
corporation may require from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 2.1 ANNUAL MEETING
The annual meeting of the shareholders shall be held on May 15 of each year,
beginning with the year 1998, at 10 o'clock P.M., or such other time on such
other day within such month as shall be fixed by the Board of Directors, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
weekend day or a legal holiday, such meeting shall be held on the next
succeeding business day at the same hour.
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SECTION 2.2 SPECIAL MEETINGS
Special meetings of the shareholders may be called by the president, Board of
Directors, or the chairman of the Board of Directors, and shall be called by the
president at the request of one or more shareholders holding at least one-tenth
of all outstanding shares of the corporation entitled to vote at the meeting.
SECTION 2.3 PLACE OF MEETINGS
The Board of Directors may designate any place, either within or without the
State of California, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. If no designation is made, or
if a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
SECTION 2.4 NOTICES OF MEETINGS
Whenever shareholders are required or permitted to take any action at a meeting
a written notice of the meeting shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each shareholder entitled
to vote thereat. Such notice shall state the place, date and hour of the meeting
and (1) in the case of a special meeting, the general nature of the business to
be transacted, and no other business may be transacted; or (2) in the case of
the annual meeting, those matters which the board, at the time of the mailing of
the notice, intends to present for action by the shareholders, but subject to
the provisions of Section 2.5 of this Article, any proper matter may be
presented at the meeting for such action. The notice of any meeting at which
directors are to be elected shall include the names of nominees, if any,
intended at the time of the notice to be presented by the management for
election.
Such notice shall be given either personally or by first-class mail, or other
means of written communication, addressed to the shareholder at the address of
such shareholder appearing on the books of the corporation or
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given by the shareholder to the corporation for the purpose of notice; or if no
such address appears or is given, at the place where the principal executive
office of the corporation is located or by publication at least once in a
newspaper of general circulation in the county in which the principal executive
office is located.
Such notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by other means of written
communication. An affidavit of mailing of such notice executed by the secretary,
assistant secretary or any transfer agent, shall be prima facie evidence of the
giving of such notice.
When a shareholders' meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. If the adjournment
is for more than forty-five (45) 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. At the
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.
SECTION 2.5 WAIVER OF NOTICE
The transactions of any meeting of shareholders, however called and noticed, and
wherever held, are as valid as though had at a meeting duly held after regular
call and notice, if a quorum is present either in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to vote, not
present in person or by proxy, signs a written waiver of notice or a consent to
the holding of the meeting or an approval of the minutes thereof. All such
waivers, consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting. Neither the business to be transacted
at nor the purpose of any regular or special meeting of shareholders need be
specified in any written waiver of notice, consent to the holding of the meeting
or approval of the minutes
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thereof, unless otherwise provided in the Articles or Bylaws, except as
provided in the following paragraph. Attendance of a person at a meeting shall
constitute a waiver of notice, unless objection is made pursuant to California
Corporations Code Section 601 (e).
Any shareholder approval at a meeting, other than unanimous approval by those
entitled to vote, pursuant to Section 310, 902, 1201, 1900 or 2007 of the
California Corporations Code, shall be valid only if the general nature of the
proposal so approved was stated in the notice of meeting or in any written
waiver of notice.
SECTION 2.6 ACTIONS WITHOUT MEETING
(1) Unless otherwise provided in this articles, any action which may be taken at
any annual or special meeting of shareholders may be taken without a meeting and
without prior notice, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.
(2) Unless the consents of all shareholders entitled to vote have been solicited
in writing, notice to those shareholders entitled to vote who have not consented
in writing must be given as follows:
a. Notice of any shareholder approval pursuant to Section 310
(relating to contract or transaction between corporation and its director or
legal entity in which one or more of its directors has a material financial
interest), 317 (relating to indemnification by corporation of its director,
officer, employee, or agent arising out of court, administrative or
investigative proceeding), 1201 (relating to reorganization) or 2007 (relating
to plan of distribution on dissolution), of California Corporations Code without
a meeting by less than unanimous written consent shall be given at least ten
(10) days before the consummation of the action authorized by such approval, and
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b. Prompt notice shall be given of the taking of any other corporate
action approved by shareholders without a meeting by less than unanimous written
consent. Section 2.4 of this article applies to such notice.
(3) Any shareholder giving a written consent, or the shareholder's proxyholders,
or a transferee of the shares or a personal representative of the shareholder or
their respective proxyholders, may revoke the consent by a writing received by
the corporation prior to the time that written consents of the number of shares
required to authorize the proposed action have been filed with the secretary of
the corporation, but may not do so thereafter. Such revocation is effective upon
its receipt by the secretary of the corporation.
Notwithstanding any of the foregoing provisions of this section, subject to
subdivision (b) of Section 305 of the California Corporations Code, directors
may not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of directors.
SECTION 2.7 QUORUM
A majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of the shareholders, but in no event
shall a quorum consist of less than one-third of the shares entitled to vote at
the meeting or, except in the case of a close corporation, of more than a
majority of the shares entitled to vote at the meeting. Except as provided in
the following paragraph, the affirmative vote of a majority of the shares
represented and voting at a duly held meeting at which a quorum is present shall
be the act of the shareholders, unless the vote of greater number or voting by
classes is required by the General Corporation Law or the Articles of
Incorporation and except as provided in the following paragraphs of this
Section.
The shareholders present at a duly called or held meeting at which a quorum is
present may continue to
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transact business until adjournment notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken is approved by at
least a majority of the shares required to constitute a quorum.
In the absence of a quorum, any meeting of shareholders may be adjourned from
time to time by the vote of a majority of the shares represented either in
person or by proxy, but no other business may be transacted, except as provided
in the foregoing paragraph of this Section.
SECTION 2.8 VOTING OF SHARES
Except as provided in Section 708 of the California Corporations Code and except
as may be otherwise provided in this bylaws, each outstanding share shall be
entitled to one vote on each matter submitted to a vote of shareholders.
Any holder of shares entitled to vote on any matter may vote part of the shares
in favor of the proposal and refrain from voting the remaining shares or vote
them against the proposal, other than elections to office, but, if the
shareholder fails to specify the number of shares such shareholder is voting
affirmatively, it will be conclusively presumed that the shareholder's approving
vote is with respect to all shares such shareholder is entitled to vote.
In order that the corporation may determine the shareholders entitled to notice
of any meeting or to vote, 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 other lawful actions, the board may fix, in advance, a
record date, which shall not be more than sixty (60) nor less than ten (10) days
prior to the date of such meeting nor more than sixty (60) days prior to any
other action.
If no record date is fixed:
(1) The record date for determining shareholders entitled to notice of or to
vote at a meeting of
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shareholders shall be at the close of business day next preceding the day on
which notice is given or, if notice is waived, at the close of business on the
business day next preceding the day on which the meeting is held.
(2) The record date for determining shareholders entitled to give consent to
corporate action in writing without a meeting, when no prior action by the board
has been taken, shall be the day on which the first written consent is given.
(3) The record date for determining shareholders for any other purpose shall be
the close of business on the day on which the board adopts the resolution
relating thereto, or the sixtieth (60th) day prior to the date of such other
action, whichever is later.
A determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting unless the
board fixes a new record date for the adjourned meeting, but the board shall fix
a new record date if the meeting is adjourned for more than forty-five (45) days
from the date set for the original meeting.
Shareholders at the close of business on the record date are entitled to notice
and to vote or to receive the dividend distribution, or allotment of right, or
to exercise the rights, as the case maybe, notwithstanding any transfer of any
shares on the books of the corporation after the record date, except as
otherwise provided in the Articles or by agreement or in the General Corporation
Law.
SECTION 2.9 CUMULATIVE VOTING
Every shareholder complying with the following paragraph and entitled to vote at
any election of directors may cumulate such shareholder's votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the shareholder's shares are
entitled, or distribute the shareholder's votes on the same principle among as
many candidates as the shareholder thinks fit.
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No shareholder shall be entitled to cumulate votes unless such candidate or
candidates' names have been placed in nomination prior to the voting and the
shareholder has given notice at the meeting prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination.
In any election of directors, the candidates receiving the highest number of
affirmative votes of the shares entitled to be voted for them up to the number
of directors to be elected by such shares are elected.
SECTION 2.10 PROXIES
Every person entitled to vote shares may authorize another person to act by
proxy with respect to such shares.
No proxy shall be valid after the expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy continues in full
force and effect until revoked by the person executing it prior to the vote
pursuant thereto. Such revocation may be effected by a writing delivered to the
corporation stating that the proxy is revoked or by a subsequent proxy executed
by the person executing the prior proxy and presented to the meeting, or as to
any meeting by attendance at such meeting and voting in person by the person
executing the proxy. The dates contained on the forms of proxy presumptively
determine the order of execution, regardless of the postmark dates on the
envelopes in which they are mailed.
A proxy is not revoked by the death or incapacity of the maker, unless, before
the vote is counted, written notice of such death or incapacity is received by
the corporation.
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ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1 POWERS OF BOARD
Subject to the provisions of Section 300 of the California Corporations Code and
any limitations in the articles relating to action required to be approved by
the shareholders (Section 153 of the California Corporations Code) or by the
outstanding shares (Section 152 of the California Corporations Code), the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board.
SECTION 3.2 NUMBER, TENURE AND QUALIFICATIONS
The number of directors of the corporation shall be 3 until changed by amendment
to this Article of these Bylaws.
At each annual meeting of shareholders, directors shall be elected to hold
office until the next annual meeting. Each director, including a director
elected to fill a vacancy, shall hold office until the expiration of the term
for which elected and until a successor has been elected and qualified.
Directors need not be citizens of the United States, residents of the State of
California or shareholders of the corporation.
SECTION 3.3 REMOVAL OF DIRECTORS
Any or all of the directors may be removed without cause if such removal is
approved by the outstanding shares as that term is defined in Section 152 of the
California Corporations Code, subject to the provisions of Section 303 of the
California Corporations Code.
Any reduction of the authorized number of directors does not remove any director
prior to the expiration of such director's term of office.
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Except as provided in section 302, 303 and 304 of the California Corporations
Code, a director may not be removed prior to the expiration of such director's
term of office.
The superior court of the proper county may, at the suit of shareholders holding
at least ten (10) percent of the number of outstanding shares of any class,
remove from office any director in case of fraudulent or dishonest acts or gross
abuse of authority or discretion with reference to the corporation and may bar
from reelection any director so removed for a period prescribed by the court.
The corporation shall be made a party to such action.
SECTION 3.4 RESIGNATION OF DIRECTORS
Any director may resign effective upon giving written notice to the chairman of
the board, the president, the secretary or the Board of Directors of the
corporation, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation is effective at a future time, a successor
may be elected to take office when the resignation becomes effective.
SECTION 3.5 FILLING OF VACANCIES
Unless otherwise provided in the Articles or Bylaws and except for a vacancy
created by the removal of a director, vacancies on the board may be filled by
approval of the board pursuant to Section 151 of the California Corporations
Code, or if the number of directors then in office is less than a quorum, by (1)
the unanimous written consent of the directors then in office, (2) the
affirmative vote of a majority of the directors then in office at a meeting held
pursuant to notice or waivers of notice complying with Section 307 of the
California Corporations Code, or (3) a sole remaining director. Unless the
Articles or a Bylaw adopted by the shareholders provide that the board may fill
vacancies occurring in the board by reason of the removal of directors, such
vacancies may be filled only by approval of the shareholders as that term is
defined in Section 153 of the California Corporations Code.
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The shareholders may elect a director at any time to fill any vacancy not filled
by the directors. Any such election by written consent other than to fill a
vacancy created by removal requires the consent of a majority of the outstanding
shares entitled to vote; provided, however, that no director shall be elected by
written consent to fill a vacancy created by removal of any director except by
the unanimous written consent of all shares entitled to vote for the election of
directors.
SECTION 3.6 MEETINGS
Meetings of the board may be called by the chairman of the board or the
president or any vice president or the secretary or any two directors of the
corporation.
Regular meetings of the board may be held without notice if the time and place
of such meetings are fixed by the Bylaws or the board. Special meetings of the
board shall be held upon four (4) days' notice by mail or forty-eight (48)
hours' notice delivered personally or by telephone or telegraph. The Articles or
Bylaws may not dispense with notice of a special meeting. a notice, or waiver of
notice, need not specify the purpose of any regular or special meeting of the
board.
Notice of a meeting need not be given to any director who signs a waiver of
notice or a consent to holding the meeting or an approval of the minutes
thereof, whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to such
director. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
A majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place. If the meeting is adjourned for
more than twenty-four (24) hours, notice of any adjournment to another time or
place shall be given prior to the time of the adjourned meeting to the directors
who were not present at the time of the adjournment.
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Meetings of the board may be held at any place within or without the State of
California which has been designated in the notice of the meeting or, if not
stated in the notice or there is no notice, designate in the Bylaws or by
resolution of the board.
SECTION 3.7 QUORUM
A majority of the authorized number of directors constitutes a quorum of the
board for the transaction of business. A quorum may not be less than one-third
the authorized number of directors or less than two, whichever is larger, unless
the authorized number of directors is one, in which case one director
constitutes a quorum.
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 is the act of the Board, subject
to the provisions of Section 310 and subdivision (e) of Section 317 of the
California Corporations Code. A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of directors,
if any action taken is approved by at least a majority of the required quorum
for such meeting.
Any action required or permitted to be taken by the board may be taken without a
meeting, if all members of the board shall individually or collectively consent
in writing to such action, such written consent or consents shall be filed with
the minutes of the proceedings of the board. Such action by written consent
shall have the same force and effect as a unanimous vote of such directors.
SECTION 3.8 COMPENSATION OF DIRECTORS
Salary shall not be received by directors for their services but, by resolution
of the Board of Directors, each director may be paid his expenses or a fixed sum
for attendance at each meeting of the Board of Directors. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
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ARTICLE IV
OFFICERS
SECTION 4.1 NUMBER
The officers of the corporation shall be a president, one or more
vice-president, a secretary, and a treasurer, each of whom shall be elected by
the Board of Directors Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors. Any two
or more offices may be held by the same person.
SECTION 4.2 ELECTION AND TERM OF OFFICE
The officers of the corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors.
Each officer shall hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
SECTION 4.3 REMOVAL
Any officer may be removed by the Board of Directors whenever in its judgment
the best interest 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 shall not of itself create
contract rights.
SECTION 4.4. VACANCIES
A vacancy in any office because of death, resignation, removal, disqualification
or otherwise, may be filled by the Board of Directors for the unexpired portion
of the term.
SECTION 4.5 PRESIDENT
The president shall be the principal executive officer
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of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors. He may sign, with the secretary or any other
proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation and deeds, mortgages,
bonds contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 4.6 THE VICE-PRESIDENTS
In the absence of the president or in the event of his death, inability or
refusal to act, the vice-president shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. Any vice-president may sign, with the secretary
or a~ assistant secretary, certificates for shares of the corporation; and shall
perform such other duties as from time to time may be assigned to him by the
president or by the Board of Directors.
SECTION 4.7 THE SECRETARY
The secretary shall: (1) keep the minutes of the proceedings of the shareholders
and of the Board of Directors in one or more books provided for that purpose;
(2) see that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law; (3) be custodian of the corporate records
and of the seal of the corporation and see that the seal of the corporation is
affixed to all documents the execution of which on behalf of the corporation
under its seal is duly authorized; (4) keep
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a register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder; (5) sign with the president, or
a vice-president, certificates for shares of the corporation, the issuance of
which shall have been authorized by resolution of the Board of Directors; (6)
have general charge of the share transfer books of the corporation; and (7) in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him by the president or by the
Board of Directors.
SECTION 4.8 THE TREASURER
The treasurer shall: (1) have charge and custody of and be responsible for all
funds and securities of the corporation; (2) receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies or other depositaries as shall be selected; and (3) in general perform
all of the duties incident to the office of treasurer and such other duties as
from time to time may be assigned to him by the president or by the Board of
Directors.
SECTION 4.9 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.
ARTICLE V
SHARES AND SHARE CERTIFICATES
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SECTION 5.1 ISSUANCE OF SHARES
Shares may be issued for such consideration as is determined from time to time
by the Board of Directors consisting of any or all of the following: money paid;
labor done; service actually rendered to the corporation or for
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its benefit; debts or securities canceled; and tangible or intangible property
actually received either by the issuing corporation or by a wholly owned
subsidiary; but neither promissory notes of the purchaser nor future services
shall constitute payment or part payment for shares of the corporation.
SECTION 5.2 CERTIFICATES FOR SHARES
Certificates representing shares of the corporation shall be in such form as
shall be determined by the Board of Directors. Such certificates shall be signed
in the name of the corporation by the chairman or vice chairman of the board or
the president or a vice president and by the chief financial officer or an
assistant treasurer or the secretary or any assistant secretary, certifying the
number of shares and the class of shares owned by the shareholder. Any or all of
the signatures on the certificate may be facsimile. Each certificate for shares
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if such person were an
officer, transfer agent or registrar at the date of issue.
SECTION 5.3 TRANSFER OF SHARES
Transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to transfer, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the secretary of the corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name shares stand on the
books of the corporation shall be deemed by the corporation to be the owner
thereof for all purposes.
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SECTION 5.4 LOST, STOLEN OR DESTROYED CERTIFICATE
The corporation may issue a new share certificate or a new certificate for any
other security in the place of any certificate therefore issued by it, alleged
to have been lost, stolen or destroyed, and the corporation may require the
owner of the lost, stolen or destroyed certificate or the owner's legal
representative to give the corporation a bond sufficient to indemnify it against
any claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.
ARTICLE VI
COMMITTEES
The board may, by resolution adopted by a majority of the authorized number of
directors, designate one or more committees, each consisting of two or more
directors, to serve at the pleasure of the board. The board may designate one or
more directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. The appointment of members or alternate
members of a committee requires the vote of a majority of the authorized number
of directors. Any such committee, to the extent provided in the resolution of
the board or in the Bylaws, shall have all the authority of the board, except
with respect to:
(1) The approval of any action for which this division also requires
shareholders' approval or approval of the outstanding shares.
(2) The filling of vacancies on the board or in any committee.
(3) The fixing of compensation of the directors for serving on the board or on
any committee
(4) The amendment or repeal of Bylaws or the adoption of new Bylaws.
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(5) The amendment or repeal of any resolution of the board which by its express
terms is not so amendable or repealable.
(6) A distribution to the shareholders of the corporation, as defined in
Section 166 of the California Corporations Code, except at a rate, in a
periodic amount or within a price range set forth in the Articles or
determined by the board.
(7) the, appointment of other committees of the board or the members thereof.
ARTICLE VII
RECORDS. REPORTS AND INSPECTION
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SECTION 7.1 RECORDS
The corporation shall keep adequate and correct books and records of account and
shall keep minutes of the proceedings of its shareholders, board and committees
of the board and shall keep at its principal executive office, or at the office
of its transfer agent or registrar, a record of its shareholders, giving the
names and addresses of all shareholders and the number and class of shares held
by each. such minutes shall be kept in written form. Such other books and
records shall be kept either in written form or in any other form capable of
being converted into written form.
SECTION 7.2 REPORTS
The board shall cause an annual report to be sent to the shareholders not later
than one hundred twenty (120) days after the close of the fiscal year, unless in
the case of that the corporation with less than one hundred (100) holder of
record of its shares this requirement is expressly waived by Section 1501 of the
California Corporations Code.
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SECTION 7.3 INSPECTION BY SHAREHOLDERS
A shareholder or shareholders holding at least 5 percent in the aggregate of the
outstanding voting shares of a corporation or who hold at least 1 percent of
such voting shares and have filed a Schedule 14B with the United State
Securities and Exchange Commission relating to the election of directors of the
corporation shall have an absolute right to do either or both of the following:
(1) inspect and copy the record of shareholders' names and addresses and
shareholdings during usual business hours upon five business days' prior written
demand upon the corporation, or (2) obtain from the transfer agent for the
corporation, upon written demand and upon the tender of its usual charges for
such a list, a list of the shareholders' names and addresses, who are entitled
to vote for the election of directors, and their shareholdings, as of the most
recent record date for which it has been compiled or as of a date specified by
the shareholder subsequent to the date of demand.
The record of shareholders shall be open to inspection and copying by any
shareholder or holder of a voting trust certificate at any time during usual
business hours upon written demand on the corporation, for a purpose reasonably
related to such holder's interests, as a shareholder or holder of a voting trust
certificate.
The accounting books and records and minutes of proceedings of the shareholders
and the board and committees of the board shall be open to inspection upon the
written demand on the corporation of any shareholder or holder of a voting trust
certificate at any reasonable time during usual business hours, for a purpose
reasonably related to such holder's interests as a shareholder or as the holder
of such voting trust certificate. The right of inspection created by this Bylaws
shall extend to the records of each subsidiary of the corporation subject to
this Bylaws.
Such inspection by a shareholder or holder of a voting trust certificate may be
made in person or by agent or attorney, and the right of inspection includes the
right to copy and make extracts.
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SECTION 7.4 INSPECTION BY DIRECTORS
Every director shall have the absolute right at any reasonable time to inspect
and copy all books, records and documents of every kind and to inspect the
physical properties of the corporation of which such person is a director and
also of its subsidiary corporation, domestic or foreign. Such inspection by a
director may be made in person or by agent or attorney and the right of
inspection includes the right to copy and make extracts.
SECTION 7.5 AVAILABILITY OF RECORD IN WRITTEN FORM
If any record subject to inspection pursuant to this chapter is not maintained
in written form, a request for inspection is not complied with unless and until
the corporation at its expense makes such record available in written form.
ARTICLE VIII
DIVIDENDS
The Board of Directors may, from time to time, declare and the corporation may
pay dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the year or
date of its incorporation and the state of incorporation.
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ARTICLE X
AMENDMENTS
Bylaws may be adopted, amended, or repealed either by approval of the
outstanding shares or by the approval of the board, except as provided in
Section 212 of the California Corporations Code. Subject to subdivision (a) (5)
of Section 204 of the California Corporations Code, the Articles of
Incorporation or Bylaws may restrict or eliminate the power of the board to
adopt, amend or repeal any or all Bylaws.
CERTIFICATION OF THE ADOPTION
OF THE BYLAWS
The undersigned, secretary of the corporation, hereby certifies that the
foregoing is a true and correct copy of the of the corporation adopted as of
15th day of May 1996 by:
X the Board of Directors of the corporation
___ the incorporators of the corporation
____ the shareholders entitled to exercise a majority of the voting power of the
corporation
DATED: May 15, 1996
/s/Catherine Meeks
Secretary
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