BYLAWS
OF
ALAMO FINANCIAL SERVICES, INC.
A Nevada Corporation
ARTICLE I
Stockholders
Section 1. Annual Meeting. Annual meetings of the stockholders, commencing with
the year 1996, shall be held on the 13TH day of JUNE each year if not a legal
holiday and, if a legal holiday, then on the next secular day following, or at
such other time as may be set by the Board of Directors from time to time, at
which the stockholders shall elect by vote a Board of Directors and transact
such other business as may properly be brought before the meeting.
Section 2. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by the President or the Secretary by resolution
of the Board of Directors or at the request in writing of stockholders owning
a majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose of the
proposed meeting.
Section 3. Place of Meetings. All annual meetings of the stockholders shall be
held at the registered office of the corporation or at such other place within
or without the State of Nevada as the directors shall determine. Special
meetings of the stockholders may be held at such time and place within or
without the State of Nevada as shall be stated in the notice of the meeting,
or in a duly executed waiver of notice thereof. Business transacted at any
special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 4. Quorum, Adjourned Meetings. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented
by proxy, shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present or represented. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.
Section 5. Votin . Each stockholder of record of the corporation holding stock
which is entitled to vote at this meeting shall be entitled at each meeting of
stockholders to one vote for each share of stock standing in his name on the
books of the corporation. Upon the demand of any stockholder, the vote for
directors and the vote upon any question before the meeting shall be by ballot.
When a quorurn is present or represented at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall be sufficient to elect directors or to decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statutes or of the Articles of Incorporation, a
different vote is required in which case such express provision shall govern
and control the decision of such question.
Section 6. Proxies. At any meeting of the stockholders any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of
the persons so designated unless the instrument shall
otherwise provide. No proxy or power of attorney to vote shall be used to
vote at a meeting of the stockholders unless it shall have been filed with the
secretary of the meeting. All questions regarding the qualification of voters,
the validity of proxies and the acceptance or rejection of votes shall be
decided by the inspectors of election who shall be appointed by the Board of
Directors, or if not so appointed, then by the presiding officer of the meeting.
Section 7. Action Without Meetin . Any action which may be taken by the vote
of the stockholders at a meeting may be taken without a meeting if authorized
by the written consent of stockholders holding at least a majority of the
voting power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.
ARTICLES II
Directors
Section 1. Management of CgMoration. The business of the corporation shall be
managed by its Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.
Section 2. Number, Tenure, and Qualifications. The number of directors which
shall constitute the whole board shall be at least one. The number of
directors may from time to time be increased or decreased to not less than one
nor more than fifteen. The directors shall be elected at the annual meeting
of the stockholders and except as provided in Section 2 of this Article, each
director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.
Section 3. Vacancies. Vacancies in the Board of Directors including those
caused by an increase in the number of directors, may be filled by a majority
of the remaining directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until his successor
is elected at an annual or a special meeting of the stockholders. The holders
of two-thirds of the outstanding shares of stock entitled to vote may at any
time peremptorily terminate the term of office of all or any
of the directors by vote at a meeting called for such purpose or by a written
statement filed with the secretary or, in his absence, with any other officer.
Such removal shall be effective immediately, even if successors are not elected
simultaneously.
A vacancy or vacancies in the Board of Directors shall be deemed to exist in
case of the death, resignation or removal of any directors, or if the
authorized number of directors be increased, or if the stockholders fail at
any annual or special meeting of stockholders at which any director or
directors are elected to elect the full authorized number of directors to be
voted for at that meeting.
If the Board of Directors accepts the resignation of a director tendered to
take effect at a future time, the Board or the stockholders shall have power
to elect a successor to take office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
Section 4. Annual and Regular Meetings. Regular meetings of the Board of
Directors shall be held at any place within or without the State which has
been designated from time to time by resolution of the Board or by written
consent of all members of the Board. In the absence of such designation
regular meetings shall be held at the registered office of the corporation.
Special meetings of the Board may be held either at a place so designated or at
the registered office.
Regular meetings of the Board of Directors may be held without call or notice
at such time and at such place as shall from time to time be fixed and
detertnined by the Board of Directors.
Section 5. First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately following the adjournment of the meeting of
stockholders and at the place thereof. No notice of such meeting shall be
necessary to the directors in order legally to constitute the meeting,
provided a quorum be present. In the event such meeting is not so held,
the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors.
Section 6. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman or the President or by any Vice-President or by any
two directors.
Written notice of the time and place of special meetings shall be delivered
personally to each director, or sent to each director by mail or by other form
of written communication, charges prepaid, addressed to him at his address as
it is shown upon the records or if such address is not readily ascertainable,
at the place in which the meetings of the directors are regularly held. In
case such notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the telegraph company at least three (3)
days prior to the time of the holding of the meeting. In case such notice is
hand delivered as above provided, it shall be so delivered at least twenty-four
(24) hours prior to the time of the holding of the meeting. Such mailing,
telegraphing or delivery as above provided shall be due, legal and
personal notice to such director.
Section 7. Business of Meeting . The transactions of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum
be present, and if, either before or after the meeting, each of the directors
not present signs a written waiver of notice, or a consent to holding such
meeting, or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 8. Quorum, Adjourned Meetings. A majority of the authorized number of
directors shall be necessary to constitute a quorum for the transaction of
business, except to UO adjourn as hereinafter provided. Every act or decision
done or made by a majority of the directors present at a meeting duly held
at which a quorum is present shall be regarded as the act of the Board of
Directors, unless a greater number be required by law or by the Articles of
Incorporation. Any action of a majority, although not at a regularly
called meeting, and the record thereof, if assented to in writing by all
of the other members of the Board shall be as valid and effective in all
respects as if passed by the Board in regular meeting. A quorum of the
directors may adjourn any directors meeting to meet again at a
stated day and hour; provided, however, that in the absence of a quorum, a
majority of the directors present at any directors meeting, either regular or
special, may adjourn from time to time until the time fixed for the next
regular meeting of the Board.
Notice of the time and place of holding an adjourned meeting need not be given
to the absent directors if the time and place be fixed at the meeting adjourned.
Section 9. Committees. The Board of Directors may, by resolution adopted by a
majority of the whole Board, designate one or more committees of the Board of
Directors, each committee to consist of at least one or more of the directors
of the corporation which, to the extent provided in the resolution, shall
have and may exercise the power of the Board of Directors in the management
of the business and affairs of the corporation and may have
power to authorize the seal of the corporation to be affixed to all papers
which may require it. Such committee or committees shall have such name or
names as may be determined from time to time by the Board of Directors. The
members of any such cominittee present at any meeting and not disqualified
from voting may, whether or not they constitute a quorum, unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member. At meetings of such committees, a
majority of the members or alternate members shall constitute a quorum for
the transaction of business, and the act of a majority of the members or
alternate members at any meeting at which there is a quorum shall be the act
of the committee. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors.
Section 10. Action Without Meeting . Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be,
and such written consent is filed with the minutes of proceedings of the
Board or committee.
Section 11. Special Compensatio The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed
like reimbursement and compensation for attending committee meetings.
ARTICLE III
Notices
Section 1. Notice of Meetings. Notices of meetings shall be in writing and
signed by the President or a Vice-President or the Secretary or an Assistant
Secretary or by such other person or persons as the directors shall designate.
Such notice shall state the purpose or purposes for which the meeting is called
and the time and the place, which may be within or without this State,
where it is to be held. A copy of such notice shall be
either delivered personally to or shall be mailed, postage prepaid, to each
stockholder of record entitled to vote at such meeting not less than ten (10)
nor more than sixty (60) days before such meeting. If mailed, it shall be
directed to a stockholder at his address as it appears upon the records of the
corporation and upon such mailing of any such notice, the service thereof shall
be complete and the time of the notice shall begin to run from the date upon
which such notice is deposited in the mail for transmission to
such stockholder. Personal delivery of any such notice to any officer of a
corporation or association, or to any member of a partnership shall constitute
delivery of such notice to such corporation, association or partnership. In
the event of the transfer of stock after delivery of such notice of and prior
to the holding of the meeting it shall not be necessary to deliver or mail
notice of the meeting to the transferee.
Section 2. Effect of lrregulgLly Called Meetings. Whenever all parties entitled
to vote at any meeting, whether of directors or stockholders, consent, either
by a writing on the records of the meeting or filed with the secretary, or by
presence at such meeting and oral consent entered on the minutes, or by taking
part in the deliberations at such meeting without objection, the doings of such
meeting shall be as valid as if had at a meeting regularly called and noticed,
and at such meeting any business may be transacted which is not excepted from
the written consent or to the consideration of which no
objection for want of notice is made at the time, and if any meeting be
irregular for want of notice or of such consent, provided a quorum was present
at such meeting, the proceedings of said meeting may be ratified and approved
and rendered likewise valid and the irregularity or defect therein waived by a
writing signed by all parties having the right to vote at such meeting; and
such consent or approval of stockholders may be by proxy or attorney, but all
such proxies and powers of attorney must be in writing.
Section 3. Waiver of Notice. Whenever any notice whatever is required to be
given under the provisions of the statutes, of the Articles of Incorporation
or of these Bylaws, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE IV
Officers
Section 1. Election. The officers of the corporation shall be chosen by the
Board of Directors and shall be a President, a Secretary and a Treasurer, none
of whom need be directors. Any person may hold two or more offices. The Board
of Directors may appomt a Chairman of the Board, Vice-Chairman of the Board,
one or more vice presidents, assistant treasurers and assistant secretaries.
Section 2. Chairman of the Board. The Chairman of the Board shall preside at
eetings of the stockholders and the Board of Directors, and shall see that all
orders and resolutions of the Board of Directors are carried into effect.
Section 3. Vice-Chairman of the Board. The Vice-Chairman shall, in the
absence or disability of the Chairman of the Board, perform the duties and
exercise the powers of the Chairman of the Board and shall perform such other
duties as the Board of Directors may from time to time prescribe.
Section 4. President. The President shall be the chief executive officer of the
corporation and shall have active management of the business of the
corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the sigaing and execution
yhereof shall be expressly designated by the Board
of Directors to some other officer or agent of the corporation.
Section 5. Vice-President. The Vice-President shall act under the direction of
the President and in the absence or disability of the President shall perform
the duties and exercise the powers of the President. They shall perform such
other duties and have such other powers as the President or the Board of
Directors may from time to time prescribe. The Board of Directors may designate
one or more Executive Vice-Presidents or may otherwise specify the order of
seniority of the Vice-Presidents. The duties and powers of the President
shall descend to the Vice-Presidents in such specified order of seniority.
Section 6. SecretM. The Secretary shall act under the direction of the
President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the
President or the Board of Directors.
Section 7. Assistant Secretaries. The Assistant Secretaries shall act under the
direction of the President. In order of their seniority, unless otherwise
determined by the President or the Board of Directors, they shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
Section 8. Treasurer. The Treasurer shall act under the direction of the
President. Subject to the direction of the President he shall have custody of
the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as
may be ordered by the President or the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Treasurer and of the financial
condition of the corporation.
If required by the Board of Directors, he shall give the corporation a bond
in such sum and with such surety or sureties as shall be satisfactory to the
Board of Directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or
under his control belonging to the corporation.
Section 9. Assistant Treasurers. The Assistant Treasurers in the order of their
seniority, unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board of Directors
may from time to time prescribe.
Section 10. ' CoMpensation. The salaries and compensation of all officers of
the corporation shall be fixed by the Board of Directors.
Section 11. Removal; Resipatio . The officers of the corporation shall hold
office at the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors.
ARTICLE V
Capital Stock
Section 1. Certificates. Every stockholder shall be entitled to have a
certificate signed by the President or a Vice-President and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation.
If the corporation shall be authorized to issue more than one class of stock
or more than one series of any class, the designations, preferences and
relative, participating, optional or other special rights of the various
classes of stock or series thereof and the qualifications, limitations or
restrictions of such rights, shall be set forth in full or summarized on the
face or back of the certificate, which the corporation shall issue to
represent such stock.
If a certificate is signed (1) by a transfer agent other than the corporation
or its employees or (2) by a registrar other than the corporation or its
employees, the signatures of the officers of the corporation may be
facsimiles. In case any officer who has signed or whose facsimile signature
has been placed upon a certificate shall cease to be such officer before such
certificate is issued, such certificate may be issued with the same effect as
though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.
Section 2. Surrendered; Lost or Desyoyed 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 certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost or destroyed.
Section 3. Replacement Certificates. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation, if it is satisfied that all
provisions of the laws and regulations applicable to the corporation regarding
transfer and ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
Section 4. Record Date, The Board of Directors may fix in advance a date not
exceeding sixty (60) days nor less than ten (10) days preceding the date of
any meeting of stockholders, or the date for the payment of any distribution,
or the date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining the consent of stockholders for any purpose, as a
record date for the determination of the stockholders entitled to notice of and
to vote at any such meeting, and any adjournment thereof, or entitled to
receive payment of any such distribution, or to give such consent, and in
such case, such stockholders, and only such stockholders as shall be
stockholders of record on the date so fixed, shall be entitled to notice of
and to vote at such meeting, or any adjournment thereof, or to receive payment
of such distribution, or to receive such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.
Section 5. Registered Owner. The corporation shall be entitled to recognize
the person registered on its books as the owner of shares to be the exclusive
owner for all purposes including voting and distribution, and the corporation
shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by
the laws of Nevada.
ARTICLE VI
General Provisions
Section 1. Registered Office. The registered office of this corporation shall
be in the County of Clark, State of Nevada.
The corporation may also have offices at such other places both within and
without the State of Nevada as the Board of Directors may from time to time
determine or the business of the corporation may require.
Section 2. Distributions. Distributions upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation,
if any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Distributions may be paid in cash, in property or in
shares of the capital stock, subject to the provisions of the Articles of
Incorporation.
Section 3. Reserves. Before payment of any distribution, there may be set
aside out of any ftmds of the corporation available for distributions such
sum or stuns as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
distributions or for repairing or maintaining any property of the corporation
or for such other purpose as the directors shall think conducive to the
interest of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.
Section 4. Checks, Notes. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.
Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
Section 6. Colporate Seal. The corporation may or may not have a corporate
seal, as may from time to time be determined by resolution of the Board of
Directors. If a corporate seal is adopted, it shall have inscribed thereon the
name of the corporation and the words "Corporate Seal" and "Nevada". The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
in any manner reproduced.
ARTICLE VII
Indemnification
Section 1. Indemnification of Officers and Directors, EmplQyees and Other
Persons. Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer
of the corporation or is or was serving at the request of the corporation or
for its benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest extent
legally permissible under the general corporation law of the State of Nevada
from time to time against all expenses, liability and loss (including
attorneys' fees, judgments, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by him in connection therewith. The expenses of
officers and directors incurred indefending a civil or criminal action, suit
or proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director or officer to repay the
amount if it is ultimately determined by a court of competent jurisdiction that
he is not entitled to be indemnified by the corporation. Such right of
indemnification shall be a contract right which may be enforced in any manner
desired by such person. Such right of indemnification shall not be exclusive
of any other right which such directors, officers or representatives may have
or hereafter acquire and, without limiting the generality of such statement,
they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article.
Section 2. Insurance. The Board of Directors may cause the corporation to
purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation, or is or was serving at the request
of the corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred
in any such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.
Section 3. Further Bylaws. The Board of Directors may from time to time adopt
further Bylaws with respect to indemnification and may amend these and such
Bylaws to provide at all times the fullest indemnification permitted by the
General Corporation Law of the State of Nevada.
ARTICLE VIII
Amendments
Section 1. Amendments bv Stockholders. The Bylaws may be amended by a majority
vote of all the stock issued and outstanding and entitled to vote for the
election of directors of the stockholders, provided notice of intention to
amend shall have been contained in the notice of the meeting.
Section 2. Amendments bv Board of Directors. The Board of Directors by a
majority vote of the whole Board at any meeting may amend these Bylaws,
including Bylaws adopted by the stockholders, but the stockholders may from
time to time specify particular provisions of the Bylaws which shall not be
amended by the Board of Directors.
APPROVED AND ADOPTED this day of 1996.
(Month)
/s/
Secretary
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of ALAMO FINANCIAL SERVICES, INC.,
and that the foregoing Bylaws, constitute the code of Bylaws of ALAMO FINANCIAL
SERVICES, INC., as duly adopted at a regular meeting of the Board of Directors
of the corporation.
DATED this day of 1996.
(#) (Month)
