BYLAWS
OF
NIKKY D. CORPORATION
An Arizona Corporation
ARTICLE I - OFFICERS
The principal office of the Corporation shall be located at 15300 N. 85th Drive
Peoria, Arizona 85381, and it may be changed from time to time by the Board of
Directors. The Corporation may also maintain offices at such other places within
or without the United States as the Board of Directors may, from time to time,
determine.
ARTICLE II - MEETINGS OF STOCKHOLDERS
SECTION 1 - ANNUAL MEETINGS: The annual meeting of the stockholders of the
Corporation shall be held within six (6) months after the close of the fiscal
year of the Corporation, for the purposes of electing directors, and transacting
such other business as may properly come before the meeting.
SECTION 2 - SPECIAL MEETINGS: Special meetings of the stockholders may be called
at any time by the Board of Directors or by the President, and shall be called
by the President or the Secretary at the written request of the holders of
twenty- five percent (25%) of the shares then outstanding and entitled to vote
thereat, or as otherwise required by law.
SECTION 3- PLACE OF MEETINGS: All meetings of stockholders shall be held at the
principal office of the Corporation, or at such other places as shall be
designated in the notices or waivers of notice of such meetings.
SECTION 4 - NOTICE OF MEETINGS:
(a) Except as otherwise provided by statute, written notice of each meeting of
stockholders, whether annual or special, stating the time when and place where
it is to be held, shall be served either personally or by mail, not less than
ten (10) or more than sixty (60) days before the meeting, upon each stockholder
of record entitled to vote at such meeting, and to any other stockholder to whom
the giving of notice may be required by law. Notice of a special meeting shall
also state the purpose or purposes for which the meeting is called, and shall
indicate that it is being issued by, or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle stockholders to receive payment for their shares
pursuant to statute, the notice of such meeting shall include a statement of
that purpose and to that effect. If mailed, such notice shall be directed to
each such stockholder at his address, as it appears on the records of the
stockholders of the Corporation, unless he shall have previously filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to some other address, in which case, it shall be mailed to the address
designated in such request.
( b ) Notice of any meeting need not be given to any person who may become a
stockholder of record after the mailing of such notice and prior to the meeting,
or to any stockholder who attends such meeting, in person or by proxy, or
submits a signed waiver of notice either before or after such a meeting. Notice
of any adjourned meeting of stockholders need not be given, unless otherwise
required by statute.
SECTION 5 - QUORUM
(a) Except as otherwise provided herein, or by statute, or in the Certificate
of Incorporation (such certificate and any amendments thereof being hereinafter
collectively referred to as the "Certificate of Incorporation" ), at all
meetings of stockholders of the Corporation, the presence at the commencement
of such meetings in person or by proxy of stockholders holding of record 51-0
of the total number of shares of the Corporation then issued and outstanding
and entitled to vote, shall be necessary and sufficient to constitute a quorum
for the transaction of any business.
The withdrawal of any stockholder after the commencement of a meeting shall
have no effect on the existence of a quorum, after a quorum has been established
at such meeting.
( b ) Despite the absence of a quorum at any annual or special meeting of
stockholders, the stockholders, by a majority of the votes cast by the holders
of shares entitled to vote thereat, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business, may be transacted
at the meeting as originally called if a quorum had been present.
SECTION 6 - VOTING:
( a ) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors, to
be taken by vote of the stockholders, shall be authorized by a majority of
votes cast at a meeting of stockholders by the holders of shares entitled to
vote thereat.
( b ) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of stockholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.
(c) Each stockholder entitled to vote or to express consent or dissent without
a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been executed in writing by the
stockholder himself or by his attorney in-fact thereunto duly authorized in
writing. No Proxy shall be valid after the expiration of eleven (11) months
from the date of its execution, unless the person executing it shall have
specified therein the length of time it is to continue in force. Such
instrument shall be exhibited to the Secretary at the meeting and shall be
filed with the minutes of the meeting.
(d) Any action, except election of directors, which may be taken by a vote of
stockholders at a meeting, may be taken without a meeting if authorized by a
written consent of shareholders holding at least a majority of the voting power;
provided that if a greater proportion of voting power is required by such
action at such meeting, then such greater proportion of written consents shall
be required.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE: (a) The number of the
directors of the Corporation shall not be less than one (1) nor more than nine
(9) unless and until otherwise determined by vote of a majority of the entire
Board of Directors. The number of Directors shall not be less than three (3),
unless all of the outstanding shares of stock are owned beneficially and of
record by less than three (3) stockholders, in which event the number of
directors shall not be less than the number of stockholders or the minimum
permitted by statute. (b) Except as may otherwise be provided herein or in the
Certificate of Incorporation by way of cumulative voting rights the members of
the Board of Directors of the Corporation, who need not be stockholders, shall
be elected by a majority of the votes cast at a meeting of stockholders, by
the holders of shares of stock present in person or by proxy, entitled to vote
in the election. (c) Each director shall hold office until the annual meeting
of the stockholders next succeeding his election, and until his successor is
elected and qualified, or until his prior death, resignation or removal.
SECTION 2 - DUTIES AND POWERS The Board of Directors shall be responsible for
the control and management of the affairs, property and interests of the
Corporation and may exercise all powers of the Corporation, except as are in
the Certificate of Incorporation or by statute expressly conferred upon or
reserved to the stockholders.
SECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE:
( a ) Regular annual meetings of the Board of Directors shall be held
immediately following the annual meeting of the stockholders, at the place of
such annual meeting of stockholders.
(b) The Board of Directors, from time to time, may provide by resolution for
the holding of other regular meetings of the Board of Directors, and may fix
the time and place thereof.
( c ) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change
the time or place of any regular meeting, notice of such action shall be given
to each director who shall not have been present at the meeting at which such
change was made within the time limit, and in the manner set forth in Paragraph
(b) Section 4 of this Article III, with respect to special meetings, unless
such notice shall be waived in the manner set forth in Paragraph (c) of such
Section 4.
SECTION 4- SPECIAL MEETING; NOTICE:
( a ) Special meetings of the Board of Directors shall be held whenever called
by the President or by one of the directors, at such time and place as may be
specified in the respective notices or waivers of notice thereof.
( b) Except as otherwise required by statute, notice of special meetings shall
be mailed directly to each director, addressed to him at his residence or
usual place of business, at least four (4) days before the day on which the
meeting is to be held, or shall be sent to him at such place by telegram,
radio or cable, or shall be delivered to him personally or given to him orally
not later than the day before the day on which the meeting is to be held. A
notice, or waiver of notice except as required by Section 8 of this Article III,
need not specify the purpose of the meeting.
( c ) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
SECTION 5 - CHAIRMAN:
At all meetings of the Board of Directors, the Chairman of the Board, if any
and if present, shall preside. If there shall be no Chairman, or he shall be
absent, then the Vice Chairman shall preside, and in his absence, a Chairman
chosen by the directors shall preside.
SECTION 6 - QUORUM AND ADJOURNMENTS:
( a ) At all meetings of the Board of Directors, the presence of a majority of
the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business, except as otherwise provided by law, by the
Certificate of Incorporation, or by these Bylaws.
(b) A majority of the directors, present at the time and place of any regular
or special meeting, although less than a quorum, may adjourn the same from
time to time without notice, until a quorum shall be present.
SECTION 7 - MANNER OF ACTING:
( a ) At all meetings of the Board of Directors, each director present shall
have one vote, irrespective of the number of shares of stock, if any, which
he may hold.
( b ) Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these Bylaws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors.
(c) Unless otherwise required by amendment to the Articles of Incorporation or
statute, any action required or permitted to be taken at any meeting of the
Board of Directors or any Committee thereof may be taken without a meeting if
a written consent thereto is signed by all the members of the Board or
Committee. Such written consent shall be filed with the minutes of the
proceedings of the Board or Committee.
(d) Unless otherwise prohibited by Amendments to the Articles of Incorporation
or statute, members of the Board of Directors or of any Committee of the Board
of Directors may participate in a meeting of such Board or Committee by means
of a conference telephone network or a similar communications method by which
all persons participating in the meeting can hear each other. Such
participation is constituted presence of all of the participating persons at
such meeting, and each person participating in the meeting shall sign the
minutes thereof, which may be signed in counterparts.
SECTION 8 - VACANCIES: Any vacancy in the Board of Directors, occurring by
reason of an increase in the number of directors, or by reason of the death,
resignation, disqualification, removal (unless vacancy created by the removal
of a director by the stockholders shall be filled by the stockholders at the
meeting at which the removal was effected) or inability to act of any director,
or otherwise, shall be filled for the unexpired portion of the term by a
majority vote of the remaining directors, though less than a quorum, at any
regular meeting or special meeting of the Board of Directors called for that
purpose.
SECTION 9 - RESIGNATION: Any director may resign at any time by giving written
notice to the Board of Directors, the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice such
resignation shall take effect upon receipt thereof by the Board of Directors
or such officer, and the acceptance of such resignation shall not be necessary
to make it effective.
SECTION 10 - REMOVAL: Any director may be removed with or without cause at any
time by the affirmative vote of stockholders holding of record in the aggregate
at least a majority of the outstanding shares of stock of the Corporation at a
special meeting of the stockholders called for that purpose, and may be
removed for cause by action of the Board.
SECTION 11- SALARY: No stated salary shall be paid to directors, as such, for
their services, but by resolution of the Board of Directors a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular
or special meeting of the Board; provided, however, that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefore.
SECTION 12 - CONTRACTS: ( a ) No contract or other transaction between this
Corporation and any other corporation shall be impaired, affected or
invalidated, nor shall any director be liable in any way by reason of the fact
that one or more of the directors of this Corporation is or are interested in,
or is a director or officer, or are directors or officers of such other
corporations, provided that such facts are disclosed or made known to the
Board of Directors, prior to their authorizing such transaction. (b) Any
director, personally and individually, may be a party to or may be interested
in any contract or transaction of this Corporation, and no directors shall be
liable in any way by reason of such interest, provided that the fact of such
contract or transaction, and provided that the Board of Directors shall
authorize, approve or ratify such contract or transaction by the vote (not
counting the vote of any such Director ) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
impair, invalidate or in any way affect any contract or other transaction which
would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 13 - COMMITTEES: The Board of Directors, by resolution adopted by a
majority of the entire Board, may from time to time designate from among its
members an executive committee and such other committees, and alternate members
thereof, as they may deem desirable, with such powers and authority (to the
extent permitted by law ) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board.
ARTICLE IV - OFFICERS
SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF
OFFICE: (a) The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, or a President and Secretary-Treasurer, and such other
officers, including a Chairman of the Board of Directors, and one or more Vice
Presidents, as the Board of Directors may from time to time deem advisable. Any
officer other than the Chairman or Vice Chairman of the Board of Directors may
be, but is not required to be a director of the Corporation. Any two or more
offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
stockholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified or until his death, resignation or removal.
SECTION 2 - RESIGNATION: Any officer may resign at any time by giving written
notice of such resignation to the Board of Directors, or to the President or
the Secretary of the Corporation. Unless otherwise specified in such written
notice, such resignation shall take effect upon receipt thereof by the Board
of Directors or by such officer, and the acceptance of such resignation shall
not be necessary to make it effective.
SECTION 3 - REMOVAL: Any officer may be removed, either with or without cause,
and a successor elected by a majority vote of the Board of Directors at any time
SECTION 4 - VACANCIES: A vacancy in any office by reason of death, resignation,
inability to act, disqualification or any other cause, may at any time be
filled for the unexpired portion of the term by a majority vote of the Board
of Directors.
SECTION 5 - DUTIES OF OFFICERS: Officers of the Corporation shall, unless
otherwise provided by the Board of Directors, each have such powers and duties
as generally pertain to their respective offices as well as such powers and
duties as may be set forth in these Bylaws, or may from time to time be
specifically conferred or imposed by the Board of Directors. The President
shall be the chief executive officer of the Corporation.
SECTION 6 - SURETIES AND BONDS: In case the Board of Directors shall so
require any officer, employee or agent of the Corporation shall execute to the
Corporation a bond in such sum, and with such surety or sureties as the Board
of Directors may direct, conditioned upon the faithful performance of his
duties to the Corporation, including responsibility for negligence for the
accounting for all property, funds or securities of the Corporation which may
come into his hands.
SECTION 7 - SHARES OF STOCK OF OTHER CORPORATIONS: Whenever the Corporation is
the holder of shares of stock of any other corporation, any right or power of
the Corporation as such stockholder (including the attendance, acting and
voting at stockholders' meetings and execution of waivers, consents, proxies
or other instruments ) may be exercised on behalf of the Corporation by the
President, any Vice President or such other person as the Board of Directors
may authorize.
ARTICLE V - SHARES OF STOCK
SECTION 1- CERTIFICATE OF STOCK:
(a) The certificates representing shares of the Corporation's stock shall be
in such form as shall be adopted by the Board of Directors, and shall be
numbered and registered in the order issued. The certificates shall bear the
following: the Corporate Seal, the holder's name, the number of shares of stock
and the signatures of: (1) the Chairman of the Board, the President or a Vice
President and (2) the Secretary, Treasurer, any Assistant Secretary or Assistant
Treasurer.
(b) No certificate representing shares of stock shall be issued until the full
amount of consideration therefore has been paid, except as otherwise permitted
by law.
(c) To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share of stock which shall entitle
the holder to exercise voting rights, receive dividends and participate in
liquidating distributions, in proportion to the fractional holdings; or it may
authorize the payment in cash of the fair value of fractions of a share of stock
as of the time when those entitled to receive such fractions are determined; or
it may authorize the issuance, subject to such conditions as may be permitted
by law, of scrip in registered or bearer form over the signature of an officer
or agent of the Corporation, exchangeable as therein provided for full shares
of stock, but such scrip shall not entitle the holder to any rights of a
stockholder, except as therein provided.
( d ) The President and Officers of the Corporation are entitled to guarantee
the signatures of the stockholders pursuant to the Uniform Commercial Code.
SECTION 2 - LOST OR DESTROYED CERTIFICATES:
The holder of any certificate representing shares of stock of the Corporation
shall immediately notify the Corporation of any loss or destruction of the
certificate representing the same. The Corporation may issue a new certificate
in the place of any certificate theretofore issued by it, alleged to have been
lost or destroyed. On production of such evidence of loss or destruction as the
Board of Directors in its discretion may require, the Board of Directors may,
in its discretion, require the owner of the lost or destroyed certificate, or
his legal representatives, to give the Corporation a bond in such sum as the
Board may direct, and with such surety or sureties as may be satisfactory to
the Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificate. A new
certificate may be issued without requiring any such evidence or bond when,
in the judgment of the Board of Directors, it is proper to do so.
SECTION 3 - TRANSFER OF SHARES:
(a) Transfer of shares of stock of the Corporation shall be made on the stock
ledger of the Corporation only by the holder of record thereof, in person or
by his duly authorized attorney, upon surrender for cancellation of the
certificate or certificates representing such shares of stock with an
assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, with such proof of the authenticity of the signature and of authority
to transfer and of payment of taxes as the Corporation or its agents may require
(b) The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the absolute owner thereof for all purposes and,
accordingly shall not be bound to recognize any legal, equitable or other
claim to, or interest in, such share or shares of stock on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise expressly provided by law.
SECTION 4 - RECORD DATE: In lieu of closing the stock ledger of the
Corporation, the Board of Directors may fix, in advance, a date not exceeding
sixty (60) days, nor less than ten (10) days, as the record date for the
determination of stockholders entitled to receive notice of, or to vote at, any
meeting of stockholders, or to consent to any proposal without a meeting, or
for the purpose of determining stockholders entitled to receive payment of any
dividends or allotment of any rights, or for the purpose of any other action.
If no record date is fixed, the record date for the determination of
stockholders entitled to notice of, or to vote at, a meeting of stockholders
shall be at the close of business on the date next preceding the date on which
the notice is given, or, if no notice is given, the day preceding the day on
which the meeting is held. The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the
resolution of the directors relating thereto is adopted. When a determination
of stockholders of record entitled to notice of, or to vote at, any meeting of
stockholders has been made, as provided for herein, such determination shall
apply to any adjournment thereof, unless the directors fix a new record date for
the adjourned meeting.
ARTICLE VI - DIVIDENDS Subject to applicable law, dividends may be declared and
paid out of any funds available therefore, as often, in such amount, and at
such time or times as the Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be December 31, and may be changed by
the Board of Directors from time to time subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
The corporate seal shall be in such form as shall be approved from time to time
by the Board of Directors.
ARTICLE IX - INDEMNITY (a) Any person made a part to any action, suit or
proceeding, by reason of the fact that he, his testator or interstate
representative is or was a director, officer or employee of the Corporation
or of any corporation in which he served as such at the request of the
Corporation shall be indemnified by the Corporation against the reasonable
expenses, including attorneys' fees, actually and necessarily incurred by him
in connection with the defense of such action, suit or proceedings, or in
connection with any appeal therein, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding or in connection with
any appeal therein that such officer, director or employee is liable for gross
negligence or misconduct in the performance of his duties.
(b) The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director or employee may be entitled
apart from the provisions of this section.
( c ) The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors, except that in any case in
which there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.
ARTICLE X - AMENDMENTS
SECTION 1 - BY STOCKHOLDERS: All bylaws of the Corporation shall be subject to
alteration or repeal, and new bylaws may be made, by the affirmative vote of
stockholders holding of record in the aggregate at least a majority of the
outstanding shares of stock entitled to vote in the election of directors at
any annual or special meeting of stockholders, provided that the notice or
waiver of notice of such meeting shall have summarized or set forth in full
therein, the proposed amendment.
SECTION 2 - BY DIRECTORS: The Board of Directors shall have power to make,
adopt, alter, amend and repeal, from time to time, bylaws of the Corporation,
provided, however, that the stockholders entitled to vote with respect thereto
as in this Article X above-provided may alter, amend or repeal bylaws made by
the Board of Directors, except that the Board of Directors shall have no power
to change the quorum for meetings of stockholders or of the Board of Directors
or to change any provisions of the bylaws with respect to the removal of
directors of the filling of vacancies in the Board resulting from the removal
by the stockholders. In any bylaw regulating an impending election of directors
is adopted, amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of stockholders for the election of
Directors, the bylaws so adopted, amended or repealed, together with a
concise statement of the changes made.
CERTIFICATE OF PRESIDENT
THIS IS TO CERTIFY that I am the duly elected, qualified and acting President
of
NIKKY D. CORPORATION
(An Arizona Corporation)
and that the above and foregoing bylaws constituting a true original copy were
duly adoptedas the bylaws of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand.
DATED: 9/10/94
/s/
PRESIDENT
