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AMENDED BYLAWS
OF
MEGAPRO TOOLS INC.
(A NEVADA CORPORATION)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the
corporation in the State of Nevada shall be in the City of Las
Vegas, State of Nevada.
Section 2. Other Offices. The corporation shall also have
and maintain an office or principal place of business at such
place as may be fixed by the Board of Directors, and may also
have offices at such other places, both within and without the
State of Nevada as the Board of Directors may from time to time
determine or the business of the corporation may require.
ARTICLE II
CORPORATE SEAL
Section 3. Corporate Seal. The corporate seal shall
consist of a die bearing the name of the corporation and the
inscription, "Corporate Seal-Nevada." Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 4. Place of Meetings. Meetings of the stockholders
of the corporation shall be held at such place, either within or
without the State of Nevada, as may be designated from time to
time by the Board of Directors, or, if not so designated, then at
the office of the corporation required to be maintained pursuant
to Section 2 hereof.
Section 5. Annual Meeting.
(a) The annual meeting of the stockholders of the
corporation, for the purpose of election of directors and for
such other business as may lawfully come before it, shall be held
on such date and at such time as may be designated from time to
time by the Board of Directors.
(b) At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought
before the meeting. To be properly brought before an annual
meeting, business must be: (A) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
Board of Directors, (B) otherwise properly brought before the
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meeting by or at the direction of the Board of Directors, or (C)
otherwise properly brought before the meeting by a stockholder.
For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the corporation. To be
timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the corporation
not later than the close of business on the sixtieth (60th) day
nor earlier than the close of business on the ninetieth (90th)
day prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that no annual
meeting was held in the previous year or the date of the annual
meeting has been changed by more than thirty (30) days from the
date contemplated at the time of the previous year's proxy
statement, notice by the stockholder to be timely must be so
received not earlier than the close of business on the ninetieth
(90th) day prior to such annual meeting and not later than the
close of business on the later of the sixtieth (60th) day prior
to such annual meeting or, in the event public announcement of
the date of such annual meeting is first made by the corporation
fewer than seventy (70) days prior to the date of such annual
meeting, the close of business on the tenth (10th) day following
the day on which public announcement of the date of such meeting
is first made by the corporation. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and address, as they appear on
the corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the corporation
which are beneficially owned by the stockholder, (iv) any
material interest of the stockholder in such business and (v) any
other information that is required to be provided by the
stockholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), in his
capacity as a proponent to a stockholder proposal.
Notwithstanding the foregoing, in order to include information
with respect to a stockholder proposal in the proxy statement and
form of proxy for a stockholder's meeting, stockholders must
provide notice as required by the regulations promulgated under
the 1934 Act. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at any annual meeting
except in accordance with the procedures set forth in this
paragraph (b). The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the meeting that business
was not properly brought before the meeting and in accordance
with the provisions of this paragraph (b), and, if he should so
determine, he shall so declare at the meeting that any such
business not properly brought before the meeting shall not be
transacted.
(c) Only persons who are confirmed in accordance with the
procedures set forth in this paragraph (c) shall be eligible for
election as directors. Nominations of persons for election to
the Board of Directors of the corporation may be made at a
meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the corporation entitled to
vote in the election of directors at the meeting who complies
with the notice procedures set forth in this paragraph (c). Such
nominations, other than those made by or at the direction of the
Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the corporation in accordance with
the provisions of paragraph (b) of this Section 5. Such stock-
holder's notice shall set forth (i) as to each person, if any,
whom the stockholder proposes to nominate for election or re-
election as a director: (A) the name, age, business address and
residence address of such person, (B) the principal occupation or
employment of such person, (c) the class and
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number of shares of the corporation which are beneficially owned
by such person, (D) a description of all arrangements or
understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant
to which the nominations are to be made by the stockholder, and
(E) any other information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A
under the 1934 Act (including without limitation such person's written
consent to being named in the proxy statement, if any, as a
nominee and to serving as a director if elected); and (ii) as to
such stockholder giving notice, the information required to be
provided pursuant to paragraph (b) of this Section 5. At the
request of the Board of Directors, any person nominated by a
stockholder for election as a director shall furnish to the
Secretary of the corporation that information required to be set
forth in the stockholder's notice of nomination which pertains to
the nominee. No person shall be eligible for election as a
director of the corporation unless nominated in accordance with
the procedures set forth in this paragraph (c). The chairman of
the meeting shall, if the facts warrant, determine and declare at
the meeting that a nomination was not made in accordance with the
procedures prescribed by these Bylaws, and if he should so
determine, he shall so declare at the meeting, and the defective
nomination shall be disregarded.
(d) For purposes of this Section 5, "public announcement"
shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the corporation with
the Securities and Exchange Commission pursuant to Section 13, 14
or 15(d) of the Exchange Act.
Section 6. Special Meetings.
(a) Special meetings of the stockholders of the corporation
may be called, for any purpose or purposes, by (i) the Chairman
of the Board of Directors, (ii) the Chief Executive Officer, or
(iii) the Board of Directors pursuant to a resolution adopted by
a majority of the total number of authorized directors (whether
or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the
Board of Directors for adoption), and shall be held at such
place, on such date, and at such time as the Board of Directors,
shall determine.
(b) If a special meeting is called by any person or persons
other than the Board of Directors, the request shall be in
writing, specifying the general nature of the business proposed
to be transacted, and shall be delivered personally or sent by
registered mail or by telegraphic or other facsimile transmission
to the Chairman of the Board of Directors, the Chief Executive
Officer, or the Secretary of the corporation. No business may be
transacted at such special meeting otherwise than specified in
such notice. The Board of Directors shall determine the time and
place of such special meeting, which shall be held not less than
thirty-five (35) nor more than one hundred twenty (120) days
after the date of the receipt of the request. Upon determination
of the time and place of the meeting, the officer receiving the
request shall cause notice to be given to the stockholders
entitled to vote, in accordance with the provisions of Section 7
of these Bylaws. If the notice is not given within sixty (60)
days after the receipt of the request, the person or persons
requesting the meeting may set the time and place of the meeting
and give the
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notice. Nothing contained in this paragraph (b)
shall be construed as limiting, fixing, or affecting the time
when a meeting of stockholders called by action of the Board of
Directors may be held.
Section 7. Notice of Meetings. Except as otherwise
provided by law or the Articles of Incorporation, written notice
of each meeting of stockholders shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting
to each stockholder entitled to vote at such meeting, such notice
to specify the place, date and hour and purpose or purposes of
the meeting. Notice of the time, place and purpose of any
meeting of stockholders may be waived in writing, signed by the
person entitled to notice thereof, either before or after such
meeting, and will be waived by any stockholder by his attendance
thereat in person or by proxy, except when the stockholder
attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Any
stockholder so waiving notice of such meeting shall be bound by
the proceedings of any such meeting in all respects as if due
notice thereof had been given.
Section 8. Quorum. At all meetings of stockholders, except
where otherwise provided by statute or by the Articles of
Incorporation, or by these Bylaws, the presence, in person or by
proxy duly authorized, of the holder or holders of not less than
one percent (1%) of the outstanding shares of stock entitled to
vote shall constitute a quorum for the transaction of business.
In the absence of a quorum, any meeting of stockholders may be
adjourned, from time to time, either by the chairman of the
meeting or by vote of the holders of a majority of the shares
represented thereat, but no other business shall be transacted at
such meeting. The stockholders present at a duly called or
convened meeting, at which a quorum is present, may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
Except as otherwise provided by law, the Articles of
Incorporation or these Bylaws, all action taken by the holders of
a majority of the votes cast, excluding abstentions, at any
meeting at which a quorum is present shall be valid and binding
upon the corporation; provided, however, that directors shall be
elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to
vote on the election of directors. Where a separate vote by a
class or classes or series is required, except where otherwise
provided by the statute or by the Articles of Incorporation or
these Bylaws, a majority of the outstanding shares of such class
or classes or series, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to
that vote on that matter and, except where otherwise provided by
the statute or by the Articles of Incorporation or these Bylaws,
the affirmative vote of the majority (plurality, in the case of
the election of directors) of the votes cast, including
abstentions, by the holders of shares of such class or classes or
series shall be the act of such class or classes or series.
Section 9. Adjournment and Notice of Adjourned Meetings.
Any meeting of stockholders, whether annual or special, may be
adjourned from time to time either by the chairman of the meeting
or by the vote of a majority of the shares casting votes,
excluding abstentions. When a 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. At the adjourned meeting, the
corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for
more than
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thirty (30) 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 stockholder of record
entitled to vote at the meeting.
Section 10. Voting Rights. For the purpose of
determining those stockholders entitled to vote at any meeting of
the stockholders, except as otherwise provided by law, only
persons in whose names shares stand on the stock records of the
corporation on the record date, as provided in Section 12 of
these Bylaws, shall be entitled to vote at any meeting of
stockholders. Every person entitled to vote shall have the right
to do so either in person or by an agent or agents authorized by
a proxy granted in accordance with Nevada law. An agent so
appointed need not be a stockholder. No proxy shall be voted
after three (3) years from its date of creation unless the proxy
provides for a longer period.
Section 11. Joint Owners of Stock. If shares or other
securities having voting power stand of record in the names of
two (2) or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the
entirety, or otherwise, or if two (2) or more persons have the
same fiduciary relationship respecting the same shares, unless
the Secretary is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them
or creating the relationship wherein it is so provided, their
acts with respect to voting shall have the following effect: (a)
if only one (1) votes, his act binds all; (b) if more than one
(1) votes, the act of the majority so voting binds all; (c) if
more than one (1) votes, but the vote is evenly split on any
particular matter, each faction may vote the securities in
question proportionally, or may apply to the Nevada Court of
Chancery for relief as provided in the General Corporation Law of
Nevada, Section 217(b). If the instrument filed with the
Secretary shows that any such tenancy is held in unequal
interests, a majority or even-split for the purpose of subsection
(c) shall be a majority or even-split in interest.
Section 12. List of Stockholders. The Secretary shall
prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to
vote at said meeting, arranged in alphabetical order, showing the
address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not specified, at
the place where the meeting is to be held. The list shall be
produced and kept at the time and place of meeting during the
whole time thereof and may be inspected by any stockholder who is
present.
Section 13. Action Without Meeting. No action shall be
taken by the stockholders except at an annual or special meeting
of stockholders called in accordance with these Bylaws, or by
the written consent of all stockholders.
Section 14. Organization.
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(a) At every meeting of stockholders, the Chairman of the
Board of Directors, or, if a Chairman has not been appointed or
is absent, the President, or, if the President is absent, a
chairman of the meeting chosen by a majority in interest of the
stockholders entitled to vote, present in person or by proxy,
shall act as chairman. The Secretary, or, in his absence, an
Assistant Secretary directed to do so by the President, shall act
as secretary of the meeting.
(b) The Board of Directors of the corporation shall be
entitled to make such rules or regulations for the conduct of
meetings of stockholders as it shall deem necessary, appropriate
or convenient. Subject to such rules and regulations of the
Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations
and procedures and to do all such acts as, in the judgment of
such chairman, are necessary, appropriate or convenient for the
proper conduct of the meeting, including, without limitation,
establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the
safety of those present, limitations on participation in such
meeting to stockholders of record of the corporation and their
duly authorized and constituted proxies and such other persons as
the chairman shall permit, restrictions on entry to the meeting
after the time fixed for the commencement thereof, limitations on
the time allotted to questions or comments by participants and
regulation of the opening and closing of the polls for balloting
on matters which are to be voted on by ballot. Unless and to the
extent determined by the Board of Directors or the chairman of
the meeting, meetings of stockholders shall not be required to be
held in accordance with rules of parliamentary procedure.
ARTICLE IV
DIRECTORS
Section 15. Number and Qualification. The authorized
number of directors of the corporation shall be four (4)
directors. Directors need not be stockholders unless so required
by the Articles of Incorporation. If for any cause, the
directors shall not have been elected at an annual meeting, they
may be elected as soon thereafter as convenient at a special
meeting of the stockholders called for that purpose in the manner
provided in these Bylaws.
Section 16. Powers. The powers of the corporation
shall be exercised, its business conducted and its property
controlled by the Board of Directors, except as may be otherwise
provided by statute or by the Articles of Incorporation.
Section 17. Election and Term of Office of Directors.
Members of the Board of Directors shall hold office for the terms
specified in the Articles of Incorporation, as it may be amended
from time to time, and until their successors have been elected
as provided in the Articles of Incorporation.
Section 18. Vacancies. Unless otherwise provided in
the Articles of Incorporation, any vacancies on the Board of
Directors resulting from death, resignation, disqualification,
removal or other causes and any newly created directorships
resulting from any increase in the number of directors, shall
unless the Board of Directors determines by resolution that any
such vacancies or newly created directorships shall be filled by
stockholder vote, be filled only by the
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affirmative vote of a majority of the directors then in office,
even though less than a quorum of the Board of Directors. Any
director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of the director for
which the vacancy was created or occurred and until such director's
successor shall have been elected and qualified. A vacancy in the
Board of Directors shall be deemed to exist under this Bylaw in the
case of the death, removal or resignation of any director.
Section 19. Resignation. Any director may resign at
any time by delivering his written resignation to the Secretary,
such resignation to specify whether it will be effective at a
particular time, upon receipt by the Secretary or at the pleasure
of the Board of Directors. If no such specification is made, it
shall be deemed effective at the pleasure of the Board of
Directors. When one or more directors shall resign from the
Board of Directors, effective at a future date, a majority of the
directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations
shall become effective, and each director so chosen shall hold
office for the unexpired portion of the term of the director
whose place shall be vacated and until his successor shall have
been duly elected and qualified.
Section 20. Removal. Subject to the Articles of
Incorporation, any director may be removed by:
(a) the affirmative vote of the holders of a majority of
the outstanding shares of the Corporation then entitled to vote,
with or without cause; or
(b) the affirmative and unanimous vote of a majority of the
directors of the Corporation, with the exception of the vote of
the directors to be removed, with or without cause.
Section 21. Meetings.
(a) Annual Meetings. The annual meeting of the Board of
Directors shall be held immediately after the annual meeting of
stockholders and at the place where such meeting is held. No
notice of an annual meeting of the Board of Directors shall be
necessary and such meeting shall be held for the purpose of
electing officers and transacting such other business as may
lawfully come before it.
(b) Regular Meetings. Except as hereinafter otherwise
provided, regular meetings of the Board of Directors shall be
held in the office of the corporation required to be maintained
pursuant to Section 2 hereof. Unless otherwise restricted by the
Articles of Incorporation, regular meetings of the Board of
Directors may also be held at any place within or without the
state of Nevada which has been designated by resolution of the
Board of Directors or the written consent of all directors.
(c) Special Meetings. Unless otherwise restricted by the
Articles of Incorporation, special meetings of the Board of
Directors may be held at any time and place within or without the
State of Nevada whenever called by the Chairman of the Board, the
President or any two of the directors.
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(d) Telephone Meetings. Any member of the Board of
Directors, or of any committee thereof, may participate in a
meeting by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute
presence in person at such meeting.
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(e) Notice of Meetings. Notice of the time and place of
all special meetings of the Board of Directors shall be orally or
in writing, by telephone, facsimile, telegraph or telex, during
normal business hours, at least twenty-four (24) hours before the
date and time of the meeting, or sent in writing to each director
by first class mail, charges prepaid, at least three (3) days
before the date of the meeting. Notice of any meeting may be
waived in writing at any time before or after the meeting and
will be waived by any director by attendance thereat, except when
the director attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or
convened.
(f) Waiver of Notice. The transaction of all business at
any meeting of the Board of Directors, or any committee thereof,
however called or 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 shall sign a written
waiver of notice. All such waivers shall be filed with the
corporate records or made a part of the minutes of the meeting.
Section 22. Quorum and Voting.
(a) Unless the Articles of Incorporation requires a greater
number and except with respect to indemnification questions
arising under Section 43 hereof, for which a quorum shall be one-
third of the exact number of directors fixed from time to time in
accordance with the Articles of Incorporation, a quorum of the
Board of Directors shall consist of a majority of the exact
number of directors fixed from time to time by the Board of
Directors in accordance with the Articles of Incorporation
provided, however, at any meeting whether a quorum be present or
otherwise, a majority of the directors present may adjourn from
time to time until the time fixed for the next regular meeting of
the Board of Directors, without notice other than by announcement
at the meeting.
(b) At each meeting of the Board of Directors at which a
quorum is present, all questions and business shall be determined
by the affirmative vote of a majority of the directors present,
unless a different vote be required by law, the Articles of
Incorporation or these Bylaws.
Section 23. Action Without Meeting. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, any
action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and
such writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.
Section 24. Fees and Compensation. Directors shall be
entitled to such compensation for their services as may be
approved by the Board of Directors, including, if so approved, by
resolution of the Board of Directors, a fixed sum and expenses of
attendance, if any, for attendance at each regular or special
meeting of the Board of Directors and at any meeting of a
committee of the Board of Directors. Nothing herein contained
shall be construed
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to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee, or otherwise and receiving
compensation therefor.
Section 25. Committees.
(a) Executive Committee. The Board of Directors may by
resolution passed by a majority of the whole Board of Directors
appoint an Executive Committee to consist of one (1) or more
members of the Board of Directors. The Executive Committee, to
the extent permitted by law and provided in the resolution of the
Board of Directors shall have and may exercise all the powers and
authority of the Board of Directors in the management of the
business and affairs of the corporation, including without
limitation the power or authority to declare a dividend, to
authorize the issuance of stock and to adopt a certificate of
ownership and merger, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but
no such committee shall have the power or authority in reference
to amending the Articles of Incorporation (except that a
committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted
by the Board of Directors fix the designations and any of the
preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such
shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the
corporation or fix the number of shares of any series of stock or
authorize the increase or decrease of the shares of any series),
adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation
or a revocation of a dissolution, or amending the bylaws of the
corporation.
(b) Other Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors,
from time to time appoint such other committees as may be
permitted by law. Such other committees appointed by the Board
of Directors shall consist of one (1) or more members of the
Board of Directors and shall have such powers and perform such
duties as may be prescribed by the resolution or resolutions
creating such committees, but in no event shall such committee
have the powers denied to the Executive Committee in these
Bylaws.
(c) Term. Each member of a committee of the Board of
Directors shall serve a term on the committee coexistent with
such member's term on the Board of Directors. The Board of
Directors, subject to the provisions of subsections (a) or (b) of
this Bylaw may at any time increase or decrease the number of
members of a committee or terminate the existence of a committee.
The membership of a committee member shall terminate on the date
of his death or voluntary resignation from the committee or from
the Board of Directors. The Board of Directors may at any time
for any reason remove any individual committee member and the
Board of Directors may fill any committee vacancy created by
death, resignation, removal or increase in the number of members
of the committee. The Board of Directors may designate one or
more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee, and, in addition, in the absence or
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disqualification of any member of a committee, the member or
members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or
disqualified member.
(d) Meetings. Unless the Board of Directors shall
otherwise provide, regular meetings of the Executive Committee or
any other committee appointed pursuant to this Section 25 shall
be held at such times and places as are determined by the Board
of Directors, or by any such committee, and when notice thereof
has been given to each member of such committee, no further
notice of such regular meetings need be given thereafter.
Special meetings of any such committee may be held at any place
which has been determined from time to time by such committee,
and may be called by any director who is a member of such
committee, upon written notice to the members of such committee
of the time and place of such special meeting given in the manner
provided for the giving of written notice to members of the Board
of Directors of the time and place of special meetings of the
Board of Directors. Notice of any special meeting of any
committee may be waived in writing at any time before or after
the meeting and will be waived by any director by attendance
thereat, except when the director attends such special meeting
for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting
is not lawfully called or convened. A majority of the authorized
number of members of any such committee shall constitute a quorum
for the transaction of business, and the act of a majority of
those present at any meeting at which a quorum is present shall
be the act of such committee.
Section 26. Organization. At every meeting of the
directors, the Chairman of the Board of Directors, or, if a
Chairman has not been appointed or is absent, the President, or
if the President is absent, the most senior Vice President, or,
in the absence of any such officer, a chairman of the meeting
chosen by a majority of the directors present, shall preside over
the meeting. The Secretary, or in his absence, an Assistant
Secretary directed to do so by the President, shall act as
secretary of the meeting.
ARTICLE V
OFFICERS
Section 27. Officers Designated. The officers of the
corporation shall include, if and when designated by the Board of
Directors, the Chairman of the Board of Directors, the Chief
Executive Officer, the President, one or more Vice Presidents,
the Secretary, the Chief Financial Officer, the Treasurer, the
Controller, all of whom shall be elected at the annual
organizational meeting of the Board of Direction. The Board of
Directors may also appoint one or more Assistant Secretaries,
Assistant Treasurers, Assistant Controllers and such other
officers and agents with such powers and duties as it shall deem
necessary. The Board of Directors may assign such additional
titles to one or more of the officers as it shall deem
appropriate. Any one person may hold any number of offices of
the corporation at any one time unless specifically prohibited
therefrom by law. The salaries and other compensation of the
officers of the corporation shall be fixed by or in the manner
designated by the Board of Directors.
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Section 28. Tenure and Duties of Officers.
(a) General. All officers shall hold office at the
pleasure of the Board of Directors and until their successors
shall have been duly elected and qualified, unless sooner
removed. Any officer elected or appointed by the Board of
Directors may be removed at any time by the Board of Directors.
If the office of any officer becomes vacant for any reason, the
vacancy may be filled by the Board of Directors.
(b) Duties of Chairman of the Board of Directors. The
Chairman of the Board of Directors, when present, shall preside
at all meetings of the stockholders and the Board of Directors.
The Chairman of the Board of Directors shall perform other duties
commonly incident to his office and shall also perform such other
duties and have such other powers as the Board of Directors shall
designate from time to time. If there is no President, then the
Chairman of the Board of Directors shall also serve as the Chief
Executive Officer of the corporation and shall have the powers
and duties prescribed in paragraph (c) of this Section 28.
(c) Duties of President. The President shall preside at
all meetings of the stockholders and at all meetings of the Board
of Directors, unless the Chairman of the Board of Directors has
been appointed and is present. Unless some other officer has
been elected Chief Executive Officer of the corporation, the
President shall be the chief executive officer of the corporation
and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and
officers of the corporation. The President shall perform other
duties commonly incident to his office and shall also perform
such other duties and have such other powers as the Board of
Directors shall designate from time to time.
(d) Duties of Vice Presidents. The Vice Presidents may
assume and perform the duties of the President in the absence or
disability of the President or whenever the office of President
is vacant. The Vice Presidents shall perform other duties
commonly incident to their office and shall also perform such
other duties and have such other powers as the Board of Directors
or the President shall designate from time to time.
(e) Duties of Secretary. The Secretary shall attend all
meetings of the stockholders and of the Board of Directors and
shall record all acts and proceedings thereof in the minute book
of the corporation. The Secretary shall give notice in
conformity with these Bylaws of all meetings of the stockholders
and of all meetings of the Board of Directors and any committee
thereof requiring notice. The Secretary shall perform all other
duties given him in these Bylaws and other duties commonly
incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors shall
designate from time to time. The President may direct any
Assistant Secretary to assume and perform the duties of the
Secretary in the absence or disability of the Secretary, and each
Assistant Secretary shall perform other duties commonly incident
to his office and shall also perform such other duties and have
such other powers as the Board of Directors or the President
shall designate from time to time.
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(f) Duties of Chief Financial Officer. The Chief Financial
Officer shall keep or cause to be kept the books of account of
the corporation in a thorough and proper manner and shall render
statements of the financial affairs of the corporation in such
form and as often as required by the Board of Directors or the
President. The Chief Financial Officer, subject to the order of
the Board of Directors, shall have the custody of all funds and
securities of the corporation. The Chief Financial Officer shall
perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the
Board of Directors or the President shall designate from time to
time. The President may direct the Treasurer or any Assistant
Treasurer, or the Controller or any Assistant Controller to
assume and perform the duties of the Chief Financial Officer in
the absence or disability of the Chief Financial Officer, and
each Treasurer and Assistant Treasurer and each Controller and
Assistant Controller shall perform other duties commonly incident
to his office and shall also perform such other duties and have
such other powers as the Board of Directors or the President
shall designate from time to time.
Section 29. Delegation of Authority. The Board of
Directors may from time to time delegate the powers or duties of
any officer to any other officer or agent, notwithstanding any
provision hereof.
Section 30. Resignations. Any officer may resign at
any time by giving written notice to the Board of Directors or to
the President or to the Secretary. Any such resignation shall be
effective when received by the person or persons to whom such
notice is given, unless a later time is specified therein, in
which event the resignation shall become effective at such later
time. Unless otherwise specified in such notice, the acceptance
of any such resignation shall not be necessary to make it
effective. Any resignation shall be without prejudice to the
rights, if any, of the corporation under any contract with the
resigning officer.
Section 31. Removal. Any officer may be removed from
office at any time, either with or without cause, by the
affirmative vote of a majority of the directors in office at the
time, or by the unanimous written consent of the directors in
office at the time, or by any committee or superior officers upon
whom such power of removal may have been conferred by the Board
of Directors.
ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION
Section 32. Execution of Corporate Instrument. The
Board of Directors may, in its discretion, determine the method
and designate the signatory officer or officers, or other person
or persons, to execute on behalf of the corporation any corporate
instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts
on behalf of the corporation, except where otherwise provided by
law or these Bylaws, and such execution or signature shall be
binding upon the corporation.
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Unless otherwise specifically determined by the Board of
Directors or otherwise required by law, promissory notes, deeds
of trust, mortgages and other evidences of indebtedness of the
corporation, and other corporate instruments or documents
requiring the corporate seal, and certificates of shares of stock
owned by the corporation, shall be executed, signed or endorsed
by the Chairman of the Board of Directors, or the President or
any Vice President, and by the Secretary or Treasurer or any
Assistant Secretary or Assistant Treasurer. All other
instruments and documents requiting the corporate signature, but
not requiring the corporate seal, may be executed as aforesaid or
in such other manner as may be directed by the Board of
Directors.
All checks and drafts drawn on banks or other depositaries
on funds to the credit of the corporation or in special accounts
of the corporation shall be signed by such person .or persons as
the Board of Directors shall authorize so to do.
Unless authorized or ratified by the Board of Directors or
within the agency power of an officer, no officer, agent or
employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit
or to render it liable for any purpose or for any amount.
Section 33. Voting of Securities Owned by the
Corporation. All stock and other securities of other
corporations owned or held by the corporation for itself, or for
other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized
so to do by resolution of the Board of Directors, or, in the
absence of such authorization, by the Chairman of the Board of
Directors, the Chief Executive Officer, the President, or any
Vice President.
ARTICLE VII
SHARES OF STOCK
Section 34. Form and Execution of Certificates.
Certificates for the shares of stock of the corporation shall be
in such form as is consistent with the Articles of Incorporation
and applicable law. Every holder of stock in the corporation
shall be entitled to have a certificate signed by or in the name
of the corporation by the Chairman of the Board of Directors, or
the President or any Vice President and by the Treasurer or
Assistant Treasurer or the Secretary or Assistant Secretary,
certifying the number of shares owned by him in the corporation.
Any or all of the signatures on the certificate may be
facsimiles. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon
a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be
issued with the same effect as if he were such officer, transfer
agent, or registrar at the date of issue. Each certificate shall
state upon the face or back thereof, in full or in summary, all
of the powers, designations, preferences, and rights, and the
limitations or restrictions of the shares authorized to be issued
or shall, except as otherwise required by law, set forth on the
face or back a statement that the corporation will furnish
without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional,
or other special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions of such
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preferences and/or rights. Within a reasonable time after the
issuance or transfer of uncertificated stock, the corporation
shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on
certificates pursuant to this section or otherwise required by
law or with respect to this section a statement that the
corporation will furnish without charge to each stockholder who
so requests the powers, designations, preferences and relative
participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Except as
otherwise expressly provided by law, the rights and obligations
of the holders of certificates representing stock of the same
class and series shall be identical.
Section 35. Lost Certificates. A new certificate or
certificates shall be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to
have been lost, stolen, or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen, or destroyed. The corporation may
require, as a condition precedent to the issuance of a new
certificate or certificates, the owner of such lost, stolen, or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require or to give the corporation a surety bond in such form and
amount 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, stolen, or destroyed.
Section 36. Transfers.
(a) Transfers of record of shares of stock of the
corporation shall be made only upon its books by the holders
thereof, in person or by attorney duly authorized, and upon the
surrender of a properly endorsed certificate or certificates for
a like number of shares.
(b) The corporation shall have power to enter into and
perform any agreement with any number of stockholders of any one
or more classes of stock of the corporation to restrict the
transfer of shares of stock of the corporation of any one or more
classes owned by such stockholders in any manner not prohibited
by the General Corporation Law of Nevada.
Section 37. Fixing Record Dates.
(a) In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors
may fix, in advance, a record date, which record date shall not
precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less than ten (10) days before
the date of such meeting. If no record date is fixed by the
Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the
day on which notice is given, or if notice is waived, at the
close of business on the day next preceding the day on which the
meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the
adjourned meeting.
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(b) In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a
record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted, and which
record date shall be not more than sixty (60) days prior to such
action. If no record date is filed, the record date for
determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors
adopts the resolution relating thereto.
Section 38. Registered Stockholders. The corporation shall
be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and 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 VIII
OTHER SECURITIES OF THE CORPORATION
Section 39. Execution of Other Securities. All bonds,
debentures and other corporate securities of the corporation,
other than stock certificates (covered in Section 34), may be
signed by the Chairman of the Board of Directors, the President
or any Vice President, or such other person as may be authorized
by the Board of Directors, and the corporate seal impressed
thereon or a facsimile of such seal imprinted thereon and
attested by the signature of the Secretary or an Assistant
Secretary, or the Chief Financial Officer or Treasurer or an
Assistant Treasurer; provided, however, that where any such bond,
debenture or other corporate security shall be authenticated by
the manual signature, or where permissible facsimile signature,
of a trustee under an indenture pursuant to which such bond,
debenture or other corporate security shall be issued, the
signatures of the persons signing and attesting the corporate
seal on such bond, debenture or other corporate security may be
the imprinted facsimile of the signatures of such persons.
Interest coupons appertaining to any such bond, debenture or
other corporate security, authenticated by a trustee as
aforesaid, shall be signed by the Treasurer or an Assistant
Treasurer of the corporation or such other person as may be
authorized by the Board of Directors, or bear imprinted thereon
the facsimile signature of such person. In case any officer who
shall have signed or attested any bond, debenture or other
corporate security, or whose facsimile signature shall appear
thereon or on any such interest coupon, shall have ceased to be
such officer before the bond, debenture or other corporate
security so signed or attested shall have been delivered, such
bond, debenture or other corporate security nevertheless may be
adopted by the corporation and issued and delivered as though the
person who signed the same or whose facsimile signature shall
have been used thereon had not ceased to be such officer of the
corporation.
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ARTICLE IX
DIVIDENDS
Section 40. Declaration of Dividends. Dividends upon the
capital stock of the corporation, subject to the provisions of
the Articles of Incorporation, if any, may be declared by the
Board of Directors pursuant to law at any regular or special
meeting. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the
Articles of Incorporation.
Section 41. Dividend Reserve. Before payment of any
dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the Board
of Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the
Board of Directors shall think conducive to the interests of the
corporation, and the Board of Directors may modify or abolish any
such reserve in the manner in which it was created.
ARTICLE X
FISCAL YEAR
Section 42. Fiscal Year. The fiscal year of the
corporation shall be fixed by resolution of the Board of
Directors.
ARTICLE XI
INDEMNIFICATION
Section 43. Indemnification of Directors, Executive
Officers, Other Officers, Employees and Other Agents.
(a) Directors Officers. The corporation shall indemnify
its directors and officers to the fullest extent not prohibited
by the Nevada General Corporation Law; provided, however, that
the corporation may modify the extent of such indemnification by
individual contracts with its directors and officers; and,
provided, further, that the corporation shall not be required to
indemnify any director or officer in connection with any
proceeding (or part thereof) initiated by such person unless (i)
such indemnification is expressly required to be made by law,
(ii) the proceeding was authorized by the Board of Directors of
the corporation, (iii) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers
vested in the corporation under the Nevada General Corporation
Law or (iv) such indemnification is required to be made under
subsection (d).
(b) Employees and Other Agents. The corporation shall have
power to indemnify its employees and other agents as set forth in
the Nevada General Corporation Law.
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(c) Expense. The corporation shall advance to any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact that he 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 executive officer of another
corporation, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding,
promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding upon
receipt of an undertaking by or on behalf of such person to repay
said mounts if it should be determined ultimately that such
person is not entitled to be indemnified under this Bylaw or
otherwise.
Notwithstanding the foregoing, unless otherwise determined
pursuant to paragraph (e) of this Bylaw, no advance shall be made
by the corporation to an officer of the corporation (except by
reason of the fact that such officer is or was a director of the
corporation in which event this paragraph shall not apply) in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably
and promptly made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to
the proceeding, or (ii) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, that
the facts known to the decision-making party at the time such
determination is made demonstrate clearly and convincingly that
such person acted in bad faith or in a manner that such person
did not believe to be in or not opposed to the best interests of
the corporation.
(d) Enforcement. Without the necessity of entering into an
express contract, all rights to indemnification and advances to
directors and officers under this Bylaw shall be deemed to be
contractual rights and be effective to the same extent and as if
provided for in a contract between the corporation and the
director or officer. Any right to indemnification or advances
granted by this Bylaw to a director or officer shall be
enforceable by or on behalf of the person holding such right in
any court of competent jurisdiction if (i) the claim for
indemnification or advances is denied, in whole or in part, or
(ii) no disposition of such claim is made within ninety (90) days
of request therefor. The claimant in such enforcement action, if
successful in whole or in part, shall be entitled to be paid also
the expense of prosecuting his claim. In connection with any
claim for indemnification, the corporation shall be entitled to
raise as a defense to any such action that the claimant has not
met the standard of conduct that make it permissible under the
Nevada General Corporation Law for the corporation to indemnify
the claimant for the amount claimed. In connection with any
claim by an officer of the corporation (except in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such officer is or was
a director of the corporation) for advances, the corporation
shall be entitled to raise a defense as to any such action clear
and convincing evidence that such person acted in bad faith or in
a manner that such person did not believe to be in or not opposed
in the best interests of the corporation, or with respect to any
criminal action or proceeding that such person acted without
reasonable cause to believe that his conduct was lawful. Neither
the failure of the corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set
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forth in the Nevada General Corporation Law, nor an actual
determination by the corporation (including its Board of
Directors, independent legal counsel or its stockholders) that
the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that
claimant has not met the applicable standard of conduct. In any
suit brought by a director or officer to enforce a right to
indemnification or to an advancement of expenses hereunder, the
burden of proving that the director or officer is not entitled to
be indemnified, or to such advancement of expenses, under this
Article XI or otherwise shall be on the corporation.
(e) Non-Exclusivity of Rights. The rights conferred on any
person by this Bylaw shall not be exclusive of any other right
which such person may have or hereafter acquire under any
statute, provision of the Articles of Incorporation, Bylaws,
agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding office. The corporation
is specifically authorized to enter into individual contracts
with any or all of its directors, officers, employees or agents
respecting indemnification and advances, to the fullest extent
not prohibited by the Nevada General Corporation Law.
(f) Survival of Rights. The rights conferred on any person
by this Bylaw shall continue as to a person who has ceased to be
a director, officer, employee or other agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
(g) Insurance. To the fullest extent permitted by the
Nevada General Corporation Law, the corporation, upon approval by
the Board of Directors, may purchase insurance on behalf of any
person required or permitted to be indemnified pursuant to this
Bylaw.
(h) Amendments. Any repeal or modification of this Bylaw
shall only be prospective and shall not affect the rights under
this Bylaw in effect at the time of the alleged occurrence of any
action or omission to act that is the cause of any proceeding
against any agent of the corporation.
(i) Saving Clause. If this Bylaw or any portion hereof
shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify
each director and officer to the full extent not prohibited by
any applicable portion of this Bylaw that shall not have been
invalidated, or by any other applicable law.
(j) Certain Definitions. For the purposes of this Bylaw,
the following definitions shall apply:
(i) The term "proceeding" shall be broadly construed
and shall include, without limitation, the investigation,
preparation, prosecution, defense, settlement, arbitration
and appeal of, and the giving of testimony in, any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative.
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(ii) The term "expenses" shall be broadly construed and
shall include, without limitation, court costs, attorneys'
fees, witness fees, fines, amounts paid in settlement or
judgment and any other costs and expenses of any nature or
kind incurred in connection with any proceeding.
(iii) The term the "corporation" shall include, in
addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation,
or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent or
another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the
provisions of this Bylaw with respect to the resulting or
surviving corporation as he would have with respect to such
constituent corporation if its separate existence had
continued.
(iv) References to a "director," "executive officer,"
"officer," "employee," or "agent" of the corporation shall
include, without limitation, situations where such person is
serving at the request of the corporation as, respectively,
a director, executive officer, officer, employee, trustee or
agent of another corporation, partnership, joint venture,
trust or other enterprise.
(v) References to "other enterprises" shall include
employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries;
and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in
this Bylaw.
ARTICLE XII
NOTICES
Section 44. Notices.
(a) Notice to Stockholders. Whenever, under any
provisions of these Bylaws, notice is required to be given to any
stockholder, it shall be given in writing, timely and duly
deposited in the United States mail, postage prepaid, and
addressed to his last known post office address as shown by the
stock record of the corporation or its transfer agent.
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(b) Notice to directors. Any notice required to be given
to any director may be given by the method stated in subsection
(a), or by facsimile, telex or telegram, except that such notice
other than one which is delivered personally shall be sent to
such address as such director shall have filed in writing with
the Secretary, or, in the absence of such filing, to the last
known post office address of such director.
(c) Affidavit of Mailing. An affidavit of mailing, executed
by a duly authorized and competent employee of the corporation or
its transfer agent appointed with respect to the class of stock
affected, specifying the name and address or the names and
addresses of the stockholder or stockholders, or director or
directors, to whom any such notice or notices was or were given,
and the time and method of giving the same, shall in the absence
of fraud, be prima facie evidence of the facts therein contained.
(d) Time Notices Deemed Given. All notices given by mail,
as above provided, shall be deemed to have been given as at the
time of mailing, and all notices given by facsimile, telex or
telegram shall be deemed to have been given as of the sending
time recorded at time of transmission.
(e) Methods of Notice. It shall not be necessary that the
same method of giving notice be employed in respect of all
directors, but one permissible method may be employed in respect
of any one or more, and any other permissible method or methods
may be employed in respect of any other or others.
(f) Failure to Receive Notice. The period or limitation of
time within which any stockholder may exercise any option or
right, or enjoy any privilege or benefit, or be required to act,
or within which any director may exercise any power or right, or
enjoy any privilege, pursuant to any notice sent him ill the
manner above provided, shall not be affected or extended in any
manner by the failure of such stockholder or such director to
receive such notice.
(g) Notice to Person with Whom Communication Is Unlawful.
Whenever notice is required to be given, under any provision of
law or of the Articles of Incorporation or Bylaws of the
corporation, to any person with whom communication is unlawful,
the giving of such notice to such person shall not be require and
there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such
person. Any action or meeting which shall be taken or held
without notice to any such person with whom communication is
unlawful shall have the same force and effect as if such notice
had been duly given. In the event that the action taken by the
corporation is such as to require the filing of a certificate
under any provision of the Nevada General Corporation Law, the
certificate shall state, if such is the fact and if notice is
required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is
unlawful.
(h) Notice to Person with Undeliverable Address. Whenever
notice is required to be given, under any provision of law or the
Articles of Incorporation or Bylaws of the corporation, to any
stockholder to whom (i) notice of two consecutive annual
meetings, and all notices of meetings or of the taking of action
by written consent without a meeting to such
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person during the period between such two consecutive annual
meetings, or (ii) all, and at least two, payments (if sent by first
class mail) of dividends or interest on securities during a twelve-
month period, have been mailed addressed to such person at his
address as shown on the records of the corporation and have been
returned undeliverable, the giving of such notice to such person shall
not be required. Any action or meeting which shall be taken or held
without notice to such person shall have the same force and
effect as if such notice had been duly given. If any such person
shall deliver to the corporation a written notice setting forth
his then current address, the requirement that notice be given to
such person shall be reinstated. In the event that the action
taken by the corporation is such as to require the filing of a
certificate under any provision of the Nevada General Corporation
Law, the certificate need not state that notice was not given to
persons to whom notice was not required to be given pursuant to
this paragraph.
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ARTICLE XII
AMENDMENTS
Section 45. Amendments.
The Board of Directors shall have the power to adopt, amend,
or repeal Bylaws as set forth in the Articles of Incorporation.
ARTICLE XIV
LOANS TO OFFICERS
Section 46. Loans to Officers. The corporation may lend
money to, or guarantee any obligation of, or otherwise assist any
officer or other employee of the corporation or of its
subsidiaries, including any officer or employee who is a Director
of the corporation or its subsidiaries, whenever, in the judgment
of the Board of Directors, such loan, guarantee or assistance may
reasonably be expected to benefit the corporation. The loan,
guarantee or other assistance may be with or without interest and
may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge
of shares of stock of the corporation. Nothing in these Bylaws
shall be deemed to deny, limit or restrict the powers of guaranty
or warranty of the corporation at common law or under any
statute.
Declared as the Amended By-Laws of MEGAPRO TOOLS INC. as of the
12th day of May, 2000.
Signature of Officer: /s/ Neil Morgan
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Name of Officer: NEIL MORGAN
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Position of Officer: PRESIDENT AND DIRECTOR
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