EXHIBIT 3.11
BYLAWS
OF
TRIAD INNOVATIONS, INC.
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TRIAD INNOVATIONS, INC.
BY-LAWS
ARTICLE I--OFFICES
SECTION 1.1 OFFICE
The initial principal office of the corporation shall be located at
3340 Topaz, Suite 210, Las Vegas, Nevada 89121.
SECTION 1.2 OTHER OFFICES
The corporation may also have such other offices, either within or
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--STOCKHOLDERS
SECTION 2.1 ANNUAL MEETING
An annual meeting of the stockholders, for the selection of directors
to succeed those whose terms expire and for the transaction of such other
business as may properly come before the meeting, shall be held at the principal
office of the corporation on the second Monday of January or, if such date shall
fall on a holiday, the next business day thereafter. The Board of Directors may
change the date or elect to have no annual meeting for a particular year. If the
election of directors is not held on the day designated for any annual meeting
of the shareholders or at any adjournment of the meeting, the Board of Directors
shall call for the election to be held at a special meeting of the Shareholders
as soon thereafter as possible.
SECTION 2.2 SPECIAL MEETINGS
Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of
Directors, the president, the chief executive officer, or the holders of not
less than one-tenth of all the shares entitled to vote at the meeting, and shall
be held at such place, on such date, and at such time as they or he shall fix.
SECTION 2.3 NOTICE OF MEETINGS
Written notice of the place, date and time of all meetings of the
stockholders shall be given, not less than ten nor more than fifty days before
the date on which the meeting is to be held, to each stockholder entitled to
vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the Business
Corporation Act of the State of Nevada or the Articles of Incorporation).
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When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
days after the date for which the meeting was originally noticed, or if a new
record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
SECTION 2.4 QUORUM
At any meeting of the stockholders, the holders of a majority of all of
the shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of the stock entitled to vote
who are present, in person or by proxy, may adjourn the meeting to another
place, date, or time.
If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of the votes cast at such meeting.
SECTION 2.5 ORGANIZATION
Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest ranking officer of the corporation who is
present shall call to order any meeting of the stockholders and act as chairman
of the meeting. In the absence of the Secretary of the corporation, the
secretary of the meeting shall be such person as the chairman appoints.
SECTION 2.6 CONDUCT OF BUSINESS
The chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.
SECTION 2.7 PROXIES AND VOTING
At any meeting of the stockholders, every stockholder entitled to vote
may vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock entitled
to vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law.
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All voting, except on the election of directors and where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or his proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballots, each of which shall state the
name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting. Every vote taken by
ballots shall be counted by an inspector or inspectors appointed by the chairman
of the meeting.
If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders, unless the vote of a greater number or
voting by class is required by law, the Articles of Incorporation, or these
By-laws.
SECTION 2.8 SHAREHOLDER ACTION BY WRITTEN CONSENT
Any action which may be taken at a meeting of the Shareholders may be
taken by written consent without a meeting if such action is taken in
conformance with the Nevada Corporation statutes.
SECTION 2.9 STOCK LIST
A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
name, shall be open to the examination of any such 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 so specified, at the place where the meeting is to be held.
The Stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meeting and the number of shares
held by each of them.
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ARTICLE III--BOARD OF DIRECTORS
SECTION 3.1 NUMBER AND TERM OF OFFICE
The Board of Directors shall consist of a minimum of one director. Each
director shall be selected for a term of one year and until his successor is
elected and qualified, except as otherwise provided herein or required by law.
Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies on the board which are being eliminated by the decrease.
SECTION 3.2 VACANCIES
If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.
SECTION 3.3 REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at such place
or places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
SECTION 3.4 SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by one-third
of the directors then in office or by the chief executive officer and shall be
held at such place, on such date and at such time as they or he shall fix.
Notice of the place, date and time of each such special meeting shall be given
by each director by whom it is not waived by mailing written notice not less
than three days before the meeting or by telegraphing the same not less than
eighteen hours before the meeting. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.
SECTION 3.5 QUORUM
At any meeting of the Board of Directors, a majority of the total
number of the whole board shall constitute a quorum for all purposes. If a
quorum shall fail to attend any meeting, a majority of those present may adjourn
the meeting to another place, date or time, without further notice or waiver
thereof.
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SECTION 3.6 PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE
Members of the Board of Directors or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meeting to hear each other. Such participation shall
constitute presence in person at such meeting.
SECTION 3.7 CONDUCT OF BUSINESS
At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law. Action may be taken by
the Board of Directors without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors.
SECTION 3.8 POWERS
The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may be exercised or
done by the corporation, including, without limiting the generality of the
foregoing, the unqualified power:
(a) To declare dividends from time to time in accordance with law;
(b) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(c) To authorize the creation, making and issuance, in such form as it
may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;
(d) To remove any officer of the corporation with or without cause, and
from time to time to devolve the powers and duties of any officer upon any other
person for the time being;
(e) To confer upon any officer of the corporation the power to
appoint, remove and suspend subordinate officers and agents;
(f) To adopt from time to time such stock option, stock purchase, bonus
or other compensation plans for directors, officers and agents of the
corporation and its subsidiaries as it may determine;
(g) To adopt from time to time such insurance, retirement and other
benefit plans for directors, officers and agents of the corporation and its
subsidiaries as it may determine; and
(h) To adopt from time to time regulations, not inconsistent with these
By-laws, for the management of the corporation's business and affairs.
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SECTION 3.9 COMPENSATION OF DIRECTORS
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
directors.
SECTION 3.10 INTERESTED DIRECTORS
1. No contract or transaction between the corporation and one or more
of its directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers, are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if;
i. The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the board or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or
ii. The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders; or
iii. The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee or the shareholders.
2. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
SECTION 3.11 LOANS
The corporation shall not lend money to or use its credit to assist its
officers, directors or other control persons without authorization in the
particular case by the stockholders, but may lend money to and use its credit to
assist any employee, excluding such officers, directors or other control persons
of the corporation or of a subsidiary, if such loan or assistance benefits the
corporation.
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ARTICLE IV--COMMITTEES
SECTION 4.1 COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors, by a vote of a majority of the whole board, may
from time to time designate committees of the board, with such lawfully powers
and duties as it thereby confers, to serve at the pleasure of the board and
shall, for those committees and any others provided for herein, elect a director
or directors to serve as the member or members, designating, if it desires,
other directors as alternative members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so designated
may exercise the power and authority of the Board of Directors to declare a
dividend or to authorize the issuance of stock if the resolution which
designates the committee or a supplemental resolution of the Board of Directors
shall so provide. In the absence or disqualification of any member of any
committee and any alternate member in his place, the member or members of the
committee present at the meeting and not disqualified from voting, whether or
not he or they constitute a quorum, may by unanimous vote appoint another member
of the Board of Directors to act at the meeting in the place of the absent or
disqualified member.
SECTION 4.2 CONDUCT OF BUSINESS
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provisions shall be made
for notice to members of all meetings; a majority of the members shall
constitute a quorum unless the committee shall consist of one or two members, in
which event one member shall constitute a quorum; and all matters shall be
determined by a majority vote of the members present. Action may be taken by any
committee without a meeting if all members thereof consent thereto in writing,
and the writing or writings are filed with the minutes of the proceedings of
such committee.
ARTICLE V--OFFICERS
SECTION 5.1 GENERALLY
The officers of the corporation shall consist of a president, one or
more vice-presidents, a secretary, a treasurer and such other subordinate
officers as may from time to time be appointed by the Board of Directors.
Officers shall be elected by the Board of Directors, which shall consider that
subject at its first meeting after every annual meeting of stockholders. Each
officer shall hold his office until his successor is elected and qualified or
until his earlier resignation or removal. Any number of offices may be held by
the same person, except that the offices of president and secretary shall not be
held by the same person.
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SECTION 5.2 PRESIDENT
The President shall be the chief executive officer of the corporation,
except as set forth in Section 5.6 of this Article. Subject to the provisions of
these By-laws and to the direction of the Board of Directors, he shall have the
responsibility for the general management and control of the affairs and
business of the corporation and shall perform all duties and have all powers
which are commonly incident to the office of chief executive or which are
delegated to him by the Board of Directors. He shall have power to sign all
stock certificates, contracts and other instruments of the corporation which are
authorized. He shall have general supervision and direction of all of the other
officers and agents of the corporation.
SECTION 5.3 VICE-PRESIDENT
Each vice-president shall perform such duties as the Board of Directors
shall prescribe. In the absence or disability of the President, the
vice-president who has served in such capacity for the longest time shall
perform the duties and exercise the powers of the President.
SECTION 5.4 TREASURER
The treasurer shall have the custody of the monies and securities of
the corporation and shall keep regular books of account. He shall make such
disbursements of the funds of the corporation as are proper and shall render
from time to time an account of all such transactions and of the financial
condition of the corporation.
SECTION 5.5 SECRETARY
The secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors. He
shall have charge of the corporate books.
SECTION 5.6 GENERAL MANAGER
The Board of Directors may employ and appoint a general manager who
may, or may not, be one of the officers or directors of the corporation. If
employed by the Board of Directors he shall be the chief operating officer of
the corporation and, subject to the directions of the Board of Directors, shall
have general charge of the business operations of the corporation and general
supervision over its employees and agents. He shall have the exclusive
management of the business of the corporation and of all of its dealings, but at
all times subject to the control of the Board of Directors. Subject to the
approval of the Board of Directors or a committee, he shall employ all employees
of the corporation, or delegate such employment to subordinate officers, or
division officers, or division chiefs, and shall have authority to discharge any
person so employed. He shall make a report to the President and directors
quarterly, or more often if required to do so, setting forth the results of the
operations under his charge, together with suggestions regarding the improvement
and betterment of the condition of the corporation, and shall perform such other
duties as the Board of Directors shall require.
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SECTION 5.7 DELEGATION OF AUTHORITY
The Board of Directors may, from time to time, delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any
provision hereof.
SECTION 5.8 REMOVAL
Any officer of the corporation may be removed at any time, with or
without cause, by the Board of Directors.
SECTION 5.9 ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATION
Unless otherwise directed by the Board of Directors, the president
shall have power to vote and otherwise act on behalf of the corporation, in
person or by proxy, at any meeting of stockholders of or with respect to any
action of stockholders of any other corporation in which this corporation may
hold securities and otherwise to exercise any and all rights and powers which
this corporation may possess by reason of its ownership of securities in such
other corporation.
ARTICLE VI--INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHERS
SECTION 6.1 GENERALLY
The corporation shall have the power to indemnify 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 (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or items equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was lawful.
The corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the
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request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
SECTION 6.2 EXPENSES
To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 6.1 of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by him in
connection therewith. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in Section 6.3 of this Article upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
SECTION 6.3 DETERMINATION BY BOARD OF DIRECTORS
Any indemnification under Section 6.1 of this Article (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 6.1 of this Article. Such
determination shall be made by the Board of Directors by a majority vote of a
quorum of the directors, or by the shareholders.
SECTION 6.4 NON-EXCLUSIVE RIGHT
The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of shareholders or interested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office and shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
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SECTION 6.5 INSURANCE
The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article.
The corporation's indemnity of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
reduced by any amounts such person may collect as indemnification (i) under any
policy of insurance purchased and maintained on his behalf by the corporation or
(ii) from such other corporation, partnership, joint venture, trust or other
enterprise.
SECTION 6.6 VIOLATION OF LAW
Nothing contained in this Article, or elsewhere in these By-laws, shall
operate to indemnify any director or officer if such indemnification is for any
reason contrary to law, either as a matter of public policy, or under the
provisions of the Federal Securities Act of 1933, the Securities Exchange Act of
1934, or any other applicable state or federal law.
SECTION 6.7 COVERAGE
For the purposes of this Article, references to "the corporation"
include all constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation so that any person who is or was
a director, officer, employee or agent of such a constituent corporation or is
or was serving at the request of such a constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving corporation as he
would if he had served the resulting or surviving corporation in the same
capacity.
ARTICLE VII--STOCK
SECTION 7.1 CERTIFICATES OF STOCK
Each stockholder shall be entitled to a certificate signed by, or in
the name of the corporation by, the President or a vice-president, and by the
secretary or an assistant secretary, or the treasurer or an assistant treasurer,
certifying the number of shares owned by him. Any of or all the signatures on
the certificate may be facsimile.
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SECTION 7.2 TRANSFERS OF STOCK
Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation. Except where a
certificate is issued in accordance with Section 7.4 of this Article, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.
SECTION 7.3 RECORD DATE
The Board of Directors may fix a record date, which shall not be more
than fifty nor less than ten days before the date of any meeting of
stockholders, nor more than fifty days prior to the time for the other action
hereinafter described, as of which there shall be determined the stockholders
who are entitled: to notice of or to vote at any meeting of stockholders or any
adjournment thereof; to express consent to corporate action in writing without a
meeting; to receive payment of any dividend or other distribution or allotment
of any rights; or to exercise any rights with respect of any change, conversion
or exchange of stock or with respect to any other lawful action.
SECTION 7.4 LOST, STOLEN OR DESTROYED CERTIFICATES
In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.
SECTION 7.5 REGULATIONS
The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors may
establish.
ARTICLE VIII--NOTICES
SECTION 8.1 NOTICES
Whenever notice is required to be given to any stockholder, director,
officer, or agent, such requirement shall not be construed to mean personal
notice. Such notice may in every instance be effectively given by depositing a
writing in a post office or letter box, in a postpaid, sealed wrapper, or by
dispatching a prepaid telegram, addressed to such stockholder, director,
officer, or agent at his or her address as the same appears on the books of the
corporation. The time when such notice is dispatched shall be the time of the
giving of the notice.
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SECTION 8.2 WAIVERS
A written waiver of any notice, signed by a stockholder, director,
officer or agent, whether before or after the time of the event for which notice
is given, shall be deemed equivalent to the notice required to be given to such
stockholder, director, officer or agent. Neither the business nor the purpose of
any meeting need be specified in such a waiver.
ARTICLE IX--MISCELLANEOUS
SECTION 9.1 FACSIMILE SIGNATURES
In addition to the provisions for the use of facsimile signatures
elsewhere specifically authorized in these By-laws, facsimile signatures of any
officer or officers of the corporation may be used whenever and as authorized by
the Board of Directors or a committee thereof.
SECTION 9.2 CORPORATE SEAL
The Board of Directors may provide a suitable seal, containing the name
of the corporation, which seal shall be in the charge of the secretary. If and
when so directed by the Board of Directors or a committee thereof, duplicates of
the seal may be kept and used by the treasurer or by the assistant secretary or
assistant treasurer.
SECTION 9.3 RELIANCE UPON BOOKS, REPORTS AND RECORDS
Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the corporation, including reports made to the corporation by
any of its officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.
SECTION 9.4 FISCAL YEAR
The fiscal year of the corporation shall be as fixed by the Board of
Directors.
SECTION 9.5 TIME PERIODS
In applying any of these By-laws which require that an act be done or
not done a specified number of days prior to any event or that an act be done
during a period of a specified number of days prior to an event, calendar days
shall be used, the day of the doing of the act shall be excluded and the day of
the event shall be included.
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ARTICLE X--AMENDMENTS
SECTION 10.1 AMENDMENTS
These By-laws, or any portion hereof, may be amended or repealed by the
Board of Directors at any meeting or by the stockholders at any meeting.
CERTIFICATE OF SECRETARY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby certify that the undersigned is the
secretary of Triad Innovations, Inc., a corporation duly organized and existing
under and by virtue of the laws of the State of Nevada; that the above and
foregoing By-laws of said corporation were duly adopted as such by the Board of
Directors of said corporation; and that the above and foregoing By-laws are now
in full force and effect.
DATED THIS 29TH day of December, 1998.
/s/Robert Kropf
Robert Kropf, Secretary
Approved and Accepted:
/s/Robert Kropf
Robert Kropf, President
