AMENDED AND RESTATED
BY-LAWS
OF
H BAR C, INC
A Delaware Corporation
ARTICLES I - OFFICES
The registered office of the Corporation in the State of Delaware
shall be located in the City and State designated in the
Certificate of Incorporation. The Corporation may also maintain
offices at such other places within or without the State of
Delaware as the Board of Directors may, from time to time,
determine.
ARTICLE II - MEETING OF SHAREHOLDERS
Section 1 - Annual Meetings: (Section 211) *
The annual meeting of the shareholders of the Corporation shall
be held at the time fixed, from time to time, by the Directors,
at the time fixed from time to time by the Directors.
Section 2 - Special Meetings: (Section 211)
Special meetings of the shareholders may be called by the Board
of Directors or such person or persons authorized by the Board of
Directors shall be held within or without the State of Delaware.
Section 3 - Court-ordered meeting: (Section 211)
The Court of Chancery in this State where the Corporation's
principal office is located, or where the Corporation registered
office is located if its principal office is not located in this
state, may after notice to the Corporation, order a meeting to be
held on application of any Director or shareholder of the
corporation entitled to vote in an annual meeting if an annual
meeting has not been held within any thirteen month period if
there is a failure by the Corporation to hold an annual meeting
for a period of thirty days after the date designated therefor,
or if no date has been designated, for a period of thirteen
months after the organization of the Corporation or after its
last annual meeting. The court may fix the time and place of the
meeting, determine the shares entitled to participate in the
meeting, specify a record date for determining shareholders
entitled to notice of and to vote at the meeting, prescribe the
form and content of the meeting notice, and enter other orders as
may be appropriate.
Section 4 - Place of Meetings: (Section 211)
Meetings of shareholders shall be held at the registered office
of the Corporation, or at such other places, within or without
the State of Delaware as the Directors may from time to time fix.
If no designation is made, the meeting shall be held at the
Corporation's registered office in the state of Delaware.
Section 5 - Notice of Meetings: (Section 222)
Written or printed notice of each meeting of shareholders,
whether annual or special, stating the time when and place where
it is to be held, shall be served either personally or by first
class mail, by or at the direction of the president, the
secretary, or the officer or the person calling the meeting, not
less than ten or more than Sixty days before the date of the
meeting, unless the lapse of the prescribed time shall have been
waived before or after the taking of such action, upon each
shareholder of record entitled to vote at such meeting, and to
any other shareholder to whom the giving of notice may be
required by law. Notice of a special meeting shall also state
the business to be transacted or the purpose or purposes for
which the meeting is called, and shall indicate that it is being
issued by, or at the direction of, the person or persons calling
the meeting. If at any meeting, action is proposed to be taken
that would, if taken, entitle shareholders to dissent and receive
payment for their shares pursuant to the Delaware General
Corporation Law, the notice of such meeting shall include a
statement of that purpose and to that effect. If mailed, such
notice shall be deemed to be given when deposited in the United
States mail addressed to the shareholder as it appears on the
share transfer records of the Corporation.
Section 6 - Shareholders' List: (Section 219)
After fixing a record date for a meeting, the officer who has
charge of the stock ledger of the corporation, shall prepare an
alphabetical list of the names of all its shareholders entitled
to notice of the meeting, arranged by voting group with the
address of, and the number, class, and series, if any, of shares
held by, each shareholder. The shareholders' list must be
available for inspection by any shareholder for a period of ten
days before the meeting or such shorter time as exists between
the record date and the meeting and continuing through the
meeting at the Corporation's principal office, at a place
identified in the meeting notice in the city where the meeting
will be held, or at the office of the Corporation's transfer
agent or registrar. Any shareholder of the Corporation or the
shareholder's agent or attorney is entitled on written demand to
inspect the shareholders' list during regular business hours and
at the shareholder's expense, during the period it is available
for inspection.
The Corporation shall make the shareholder's list available at
the meeting of shareholders, and any shareholder or the
shareholder's agent or attorney is entitled to inspect the list
at any time during the meeting or any adjournment.
Upon the willful neglect or refusal of the Directors to produce
such a list at any meeting for the election of Directors, such
Directors shall be ineligible for election for any office at such
meeting.
The stock ledger shall be the only evidence as to who are the
shareholders entitled to examine the stock ledger, the list
required by Section 219 of the Delaware General Corporation Law
or the books of the Corporation, or to vote in person or by proxy
at any shareholders' meeting.
Section 7 - Quorum: (Section 216)
Except as otherwise provided herein, or by law, or in the
Certificate of Incorporation (such Articles and any amendments
thereof being hereinafter collectively referred to as the
"Certificate of Incorporation"), or for meetings ordered by the
Court of Chancery called pursuant to Section 211 of the Delaware
General Corporations Law, a quorum shall be present at all
meetings of shareholders of the Corporation, if the holders of a
majority of the shares entitled to vote on that matter are
represented at the meeting in person or by proxy.
The subsequent withdrawal of any shareholder from the meeting,
after the commencement of a meeting, or the refusal of any
shareholder represented in person or by proxy to vote, shall have
no effect on the existence of a quorum, after a quorum has been
established at such meeting.
Despite the absence of a quorum at any meeting of shareholders,
the shareholders present may adjourn the meeting.
Section 8 - Voting: (Section 212 & 216)
Except as otherwise provided by law, the Certificate of
Incorporation, or these Bylaws, any corporate action, other than
the election of Directors, the affirmative vote of the majority
of shares entitled to vote on that matter and represented either
in person or by proxy at a meeting of shareholders at which a
quorum is present shall be the act of the shareholders of the
corporation.
Unless otherwise provided for in the Articles of Incorporation of
this Corporation, directors will be elected by a plurality of the
votes cast by the share entitled to vote in the election at a
meeting at which a quorum is present and each shareholder
entitled to vote has the right to vote the number of shares owned
by him for as many persons as there are Directors to be elected.
Unless otherwise provided for in the Certificate of
Incorporation of this Corporation, Directors will be elected by a
plurality of the votes by the shares, present in person or by
proxy, entitled to vote in the election at a meeting at which a
quorum is present and each shareholder entitled to vote has the
right to vote the number of shares owned by him/her for as many
persons as there are Directors to be elected.
Except as otherwise provided by statute, the Certificate of
Incorporation, or these bylaws, at each meeting of shareholders,
each shareholder of the Corporation entitled to vote thereat,
shall be entitled to one vote for each share registered in his
name on the books of the Corporation.
Section 9 - Proxies: (Section 212)
Each shareholder entitled to vote or to express consent or
dissent without a meeting may do so either in person or by proxy,
so long as such proxy is executed in writing by the shareholder
himself, or by his attorney-in-fact thereunto duly authorized in
writing. Every proxy shall be revocable at will unless the proxy
conspicuously states that it is irrevocable and the proxy is
coupled with an interest. A telegram, telex, cablegram, or
similar transmission by the shareholder, or as a photographic,
photostatic, facsimile, shall be treated as a valid proxy, and
treated as a substitution of the original proxy, so long as such
transmission is a complete reproduction executed by the
shareholder. No proxy shall be valid after the expiration of
three years from the date of its execution, unless otherwise
provided in the proxy. Such instrument shall be exhibited to the
Secretary at the meeting and shall be filed with the records of
the Corporation.
Section 10 - Action Without a Meeting: (Section 228)
Unless otherwise provided for in the Certificate of Incorporation
of the Corporation, any action to be taken at any annual or
special shareholders' meeting, may be taken without a meeting,
without prior notice and without a vote if a written consent or
consents is/are signed by the shareholders of the Corporation
having not less than the minimum number of votes necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereat were present and voted is delivered by
hand or by certified or registered mail, return receipt
requested, to the Corporation to its registered office in the
State of Delaware, its principal place of business or an officer
or agent of the Corporation having custody of the book in which
proceedings of shareholders' meetings are recorded.
Section 11 - Inspectors: (Section 231)
(a) The Corporation shall appoint one or more inspectors, and one
or more alternate inspectors, to act at any shareholder meeting
and make a written report thereof, so long as such inspectors
sign an oath to faithfully execute their duties with impartiality
and to the best of their ability before such meeting. If no
inspector or alternate is able to act a shareholder meeting, the
presiding officer shall appoint one or more inspectors to act at
the meeting.
(b) The inspector shall **:
ascertain the number of shares entitled to vote and the voting
power of each such shareholder;
determine the shares represented at a meeting and the validity of
proxies and ballots;
count all votes and ballots;
determine and retain for a reasonable time a disposition record
of any challenges made to any of the inspectors' determinations;
and
certify the inspectors' determinations of the number of shares
represented at the meeting and their count of all votes and
ballots.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications: (Section
141)
The first Board of Directors and all subsequent boards of the
Corporation shall consist of 5, unless and until otherwise
determined by vote of a majority of the entire Board of
Directors. The Board of Directors or shareholders all have the
power, in the interim between annual and special meetings of the
shareholders, to increase or decrease the number of Directors of
the Corporation. A Director need not be a shareholder of the
Corporation unless the Certificate of Incorporation of the
Corporation or these Bylaws require.
Except as may otherwise be provided herein or in the Certificate
of Incorporation, the members of the Board of Directors of the
Corporation shall be elected at the first annual shareholders'
meeting and at each annual meeting thereafter, unless their terms
are staggered in the Certificate of Incorporation of the
Corporation or these Bylaws, by a majority of the votes cast at a
meeting of shareholders, by the holders of shares entitled to
vote in the election.
The first Board of Directors shall hold office until the first
annual meeting of shareholders and until their successors have
been duly elected and qualified or until there is a decrease in
the number of Directors. Thereinafter, Directors will be elected
at the annual meeting of shareholders and shall hold office until
the annual meeting of the shareholders next succeeding his
election, or until his prior death, resignation or removal. Any
Director may resign at any time upon written notice of such
resignation to the Corporation.
Section 2 - Duties and Powers: (Section 141)
The Board of Directors shall be responsible for the control and
management of the business and affairs, property and interests of
the Corporation, and may exercise all powers of the Corporation,
except such as those stated under Delaware state law, are in the
Certificate of Incorporation or by these Bylaws, expressly
conferred upon or reserved to the shareholders or any other
person of persons named therein.
Section 3 - Regular Meetings; Notice:
A regular meeting of the Board of Directors shall be held either
within or without the State of Delaware at such time and at such
place as the Board shall fix.
No notice shall be required of any regular meeting of the Board
of Directors and, if given, need not specify the purpose of the
meeting; provided, however, that in case the Board of Directors
shall fix or change the time or place of any regular meeting when
such time and place was fixed before such change, notice of such
action shall be given to each director who shall not have been
present at the meeting at which such action was taken within the
time limited, and in the manner set forth in these Bylaws with
respect to special meetings, unless such notice shall be waived
in the manner set forth in these Bylaws.
Section 4 - Special Meetings; Notice:
Special meetings of the Board of Directors shall be held at such
time and place as may be specified in the respective notices or
waivers of notice thereof.
Except as otherwise required statute, written notice of special
meetings shall be mailed directly to each Director, addressed to
him at his residence or usual place of business, or delivered
orally, with sufficient time for the convenient assembly of
Directors thereat, or shall be sent to him at such place by
telegram, radio or cable, or shall be delivered to him personally
or to him orally, not later than the day on which the meeting is
to be held. If mailed, the notice of any special meeting shall
be deemed to be delivered on the second day after it is deposited
in the United States mails, so addressed, with postage prepaid.
If notice is given by telegram, it shall be deemed to be
delivered when the telegram is delivered to the telegraph
company. A notice, or waiver, of notice, except as required by
these Bylaws, need not specify the business to be transacted at
or the purposes or purposes of the meeting.
Notice of any special meeting shall not be required to be given
to any Director who shall attend such meeting without protesting
prior thereto or at its commencement, the lack of notice to him,
or who submits a signed waiver of notice, whether before or after
the meeting. Notice of any adjourned meeting shall not be
required to be given.
Unless otherwise stated in the Articles of Incorporation of the
Corporation, the Chairperson, President, Treasurer, Secretary or
any two or more Directors of the Corporation may call any special
meeting of the Board of Directors.
Section 5 - Chairperson:
The Chairperson of the Board, if any and if present, shall
preside at all meetings of the Board of Directors. If there
shall be no Chairperson, or he or she shall be absent, then the
president shall preside, and in his absence, any other director
chosen by the Board of Directors shall preside.
Section 6 - Quorum and Adjournments: (Section 141)
At all meetings of the Board of Directors, or any committee
thereof, the presence of a majority of the entire board, or such
committee thereof, shall constitute a quorum for the transaction
of business, except as otherwise provided by law, by the
Certificate of Incorporation, or these Bylaws. (Note: If the
Certificate of Incorporation authorize a quorum to consist of
less than a majority, but no fewer than one-third of the
prescribed number of Directors as permitted by law except that
when a card of one Director is authorized under Section 141 of
the Delaware General Corporation Law, then one Director shall
constitute a quorum or if the Certificate of Incorporation and/or
Bylaws require a greater number than a majority as constituting a
quorum then these Bylaws would state that this lesser or greater
amount, instead of a majority, will constitute a quorum.)
A majority of the directors present at the time and place of any
regular or special meeting, although less than a quorum, may
adjourn the same from time to time without notice, whether or not
a quorum exists. Notice of such adjourned meeting shall be given
to Directors not present at time of the adjournment and, unless
the time and place of the adjourned meeting are announced at the
time of the adjournment, to the other Directors who were present
at the adjourned meeting.
Section 7 - Manner of Acting: (Section 141)
At all meetings of the Board of Directors, each Director present
shall have one vote, irrespective of the number of shares of
stock, if any, which he may hold.
Except as otherwise provided by law, by the Certificate of
Incorporation, or these By Laws, action approved by a majority of
the votes of the Directors present at any meeting of the Board of
any committee thereof, at which a quorum is present shall be the
act of the Board of Directors or any committee thereof.
Any action authorized in writing made prior or subsequent to such
action, by all of the Directors entitled to vote thereon and
filed with the minutes of the Corporation shall be the act of the
Board of Directors, or any committee thereof, and have the same
force and effect as if the same had been passed by unanimous vote
at a duly called meeting of the Board or committee for all
purposes and may be stated as such in any certificate or document
filed with the Secretary of the State of Delaware.
Where appropriate communications facilities are reasonably
available, any or all directors shall have the right to
participate in any Board of Directors meeting, or a committee of
the Board of Directors meeting, by means of conference telephone
or any means of communications by which all persons participating
in the meeting are able to hear each other.
Section 8 - Vacancies: (Section 223)
Any vacancy in the Board of Directors occurring by reasons of an
increase in the number of directors, or by reason of the death,
resignation, disqualification, removal or inability to act of any
director, or other cause, shall be filled by an affirmation vote
of a majority of the remaining directors, though less than a
quorum of the Board or by a sole remaining Director, at any
regular meeting or special meeting of the Board of Directors
called for that purpose except whenever the shareholders of any
class or classes or series thereof are entitled to elect one ore
more directors by the Certificate of Incorporation of the
Corporation, vacancies and newly created directorships of such
class or classes or series may be filled by a majority of the
Directors elected by such class or classes or series thereof then
in office, or by a sole remaining Director so elected.
If at any time, by reason of death or resignation or other cause,
the Corporation shall have no Directors in office, then an
officer or any shareholder or an executor, administrator,
trustee, or guardian of a shareholder, or other fiduciary
entrusted with like responsibility for the person or estate of a
shareholder, may call a special meeting of shareholders to fill
such vacancies or may apply to the Court of Chancery for a decree
summarily ordering an election.
If the Directors of the Corporation constitute less than a
majority of the whole Board, the Court of Chancery may, upon
application of any shareholder or shareholders holding at least
ten percent of the total number of shares entitled to vote for
Directors, order an election to be held to fill any such
vacancies or newly created directorships.
Unless otherwise provided for by the statute, the Certificate of
Incorporation or these Bylaws, when one or more directors shall
resign from the board and such resignation is effective at a
future date, a majority of the directors, then in office,
including those who have so resigned, shall have the power to
fill such vacancy or vacancies, the vote otherwise to take effect
when such resignation or resignations shall become effective.
Section 9 - Resignation:
The shareholders may, at any meeting, vote to accept the
resignation of any Director.
Section 10 - Removal: (Section 141)
One or more or all of the Directors of the Corporation may be
removed with or without cause at any time by the shareholders, at
a special meeting of the shareholders called for that purpose,
unless the Certificate of Incorporation provide that Directors
may only be removed for cause, provided however, such Director
shall not be removed if the Corporation's states in its
Certificate of Incorporation that its Directors shall be elected
by cumulative voting and there are a sufficient number of shares
cast against his or her removal, which if cumulatively voted at
an election of Directors would be sufficient to elect him or her.
If a Director was elected by a voting group of shareholders,
only the shareholders of that voting group may participate in the
vote to remove that Director.
Section 11 - Compensation: (Section 141)
The Board of Directors may authorize and establish reasonable
compensation of the Directors for services to the Corporation as
Directors, including, but not limited to attendance at any annual
or special meeting of the Board.
Section 12 - Committees: (Section 141)
The Board of Directors, by resolution adopted by a majority of
the entire Board, may from time to time designate from among its
members one or more committees, and alternate members thereof, as
they deem desirable, each consisting of one or more members, with
such powers and authority (to the extent permitted by law and
these Bylaws) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board and, unless
otherwise stated by law, the Certificate of Incorporation of the
Corporation or these Bylaws, shall be governed by the rules and
regulations stated herein regarding the Board of Directors.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications, Election and Term of Office:
(Section 142)
The Corporation's officers shall have such titles and duties as
shall be stated in these Bylaws or in resolution of the Board of
Directors which is not inconsistent with these Bylaws. The
officers of the corporation shall consist of an officer whose
duty is to record proceedings of shareholders' and Directors'
meetings and such other officers, as the Board of Directors may
from time to time deem advisable. Any officer other than the
Chairman of the Board of Directors may be, but is not required to
be, a Director of the Corporation. Any two or more offices may
be held by the same person.
The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following
the annual meeting of shareholders.
Each officer shall hold office until the annual meeting of the
Board of Directors next succeeding his election, and until his
successor shall have been duly elected and qualified subject to
earlier termination by his or her death, resignation or removal.
Section 2 - Resignation: (Section 142)
Any officer may resign at any time by giving written notice of
such resignation to the Corporation.
Section 3 - Removal: (Section 142)
Any officer elected by the Board of Directors may be removed,
either with or without cause, and a successor elected by the
Board at any time, and any officer or assistant officer, if
appointed by another officer, may likewise be removed by such
officer.
Section 4 - Vacancies: (Section 142)
A vacancy, however caused, occurring in the Board and any newly
created Directorships resulting from an increase in the
authorized number of Directors may be filled by the Board of
Directors.
Section 5 - Bonds: (Section 142)
The Corporation may require any or all of its officers or Agents
to post a bond, or otherwise, to the Corporation for the faithful
performance or duties.
Section 6 - Compensation:
The compensation of the officers of the Corporation shall be
fixed from time to time by the Board of Directors.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock:
The shares of the Corporation shall be represented by
certificates or shall be uncertificated shares.
Certificated shares of the Corporation shall be signed, (either
manually or by facsimile), by the Chairperson, Vice-Chairperson,
President or Vice-President and Secretary or an Assistant
Secretary or the Treasurer or Assistant Treasurer, or any other
Officer designated by the Board of Directors, certifying that the
number of shares owned by him or her in the Corporation, provided
however that where such certificate is signed by a transfer agent
or an assistant transfer agent or by a transfer clerk acting on
behalf of the Corporation and a registrar, any such signature may
be a facsimile thereof. In case any officer who has signed or
whose facsimile signature has been placed upon such certificate,
shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect
as if her were such officer at the date of its issue.
Certificates shall be issued in such form not inconsistent with
the Certificate of Incorporation and as shall be approved by the
Board of Directors. Such certificates shall be numbered and
registered on the books of the Corporation, in the order in which
they were issued.
Except as otherwise provided by law, the rights and obligations
of the holders of uncertificated shares and the rights and
obligations of the holders of certificates representing shares of
the same class and series shall be identical.
Section 2 - Lost or Destroyed Certificates:
The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed if the owner:
so requests before the Corporation has notice that the shares
have been acquired by a bona fide purchaser,
files with the Corporation a sufficient indemnity bond; and
satisfied such other requirements, including evidence of such
loss, theft, or destruction, as may be imposed by the
Corporation.
Section 3 - Transfers of Shares: (Section 201)
Transfers or registration of transfers of shares of the
Corporation shall be made on the stock transfer books of the
Corporation by the registered holder thereof, or by his attorney
duly authorized by a written power of attorney; and in the case
of shares represented by certificates, only after the surrender
to the Corporation of the certificates representing such shares
with such shares properly endorsed, with such evidence of
authenticity of such endorsement, transfer, authorization and
other matters as the Corporation may reasonably require, and the
payment of all stock transfer taxes due thereon.
The Corporation shall be entitled to treat the holder of record
of any share or shares as the absolute owner thereof for all
purposes and, accordingly, shall not be bound to recognize any
legal, equitable or other claim to, or interest in, such share or
shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise
expressly provided by law.
The Corporation or any Officer acting on behalf of the
Corporation shall refuse to register any transfer of the
securities not made in accordance with the provision of
Regulation S (sections 230.901 through 230.95, and Preliminary
Notes). Pursuant to registration under the Act, or pursuant to an
available exemption from registration; provided, however, that if
the securities are in bearer form or foreign law prevents the
Corporation from refusing to register securities transfers.
Section 4 - Record Date: (Section 213)
The Board of Directors may fix, in advance, which shall not be
more than sixty, nor less than ten days before the meeting or
action requiring a determination of shareholders, as the record
date for the determination of shareholders entitled to receive
notice of, or to vote at, any meeting of shareholders, or to
consent to any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any
dividends, or allotment of any rights, or for the purpose of any
other action. If no record date is fixed, the record date for
shareholders entitled to notice of meeting shall be at the close
of business on the day preceding the day on which notice is
given, or, if no notice is given, the day on which the meeting is
held, or if notice is waived, at the close of business on the day
before the day on which the meeting is held.
The Board of Directors may fix a record date, which shall not
precede the date upon which the resolution fixing the record date
is adopted for shareholders entitled to receive payment of any
dividend or other distribution or allotment of any rights of
shareholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of
any other lawful action, provided that such record date shall not
be more than sixty days before such action.
The Board of Directors may fix, in advance, a date which shall
not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which date shall
not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of
Directors. If no record date is fixed and non prior action is
required by the Board, the record date for determining
shareholders entitled to consent to corporate action in writing
without a meeting, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery by hand or by
certified or registered mail, return receipt requested, to its
registered office in this State, its principal place of business,
or an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of shareholders are
recorded. If no record date is fixed by the Board of Directors
and prior action is required by law, the record date for
determining shareholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on
the day on which the Board of Directors adopts the resolution
taking such prior action.
A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of
the meeting unless the Board of Directors fixes a new record date
for the adjourned meeting.
ARTICLE VI - DIVIDENDS: (Section 173)
Subject to applicable law, dividends may be declared and paid out
of any funds available therefor, as often, in such amounts, and
at such time or times as the Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be
subject to change by the Board of Directors from time to time,
subject to applicable law.
ARTICLE VIII - CORPORATE SEAL (Section 607.0302(2))
The corporate seal, if any, shall be in such form as shall be
prescribed and altered, from time to time, by the Board of
Directors.
ARTICLE IX - AMENDMENTS
Section 1 - Initial Bylaws:
The initial Bylaws of the corporation shall be adopted by the
Board of Directors at its organizational meeting.
Section 2 - By Shareholders:
All Bylaws of the Corporation shall be subject to alteration or
repeal, and new by-laws may be made, by a majority vote of the
shareholders at the time entitled to vote in the election of
directors even though these Bylaws may also be altered, amended,
or repealed by the Board of Directors.
Section 3 - by Directors:
The Board of Directors shall have power to make, adopt, alter,
amend, and repeal, from time to time, by-laws of the Corporation;
however Bylaws made by the Board may be altered or repealed, and
new Bylaws made by the shareholders.
ARTICLE X - WAIVER OF NOTICE: (Section 229)
Whenever any notice is required to be given by law, the
Certificate of Incorporation or these Bylaws of any these Bylaws,
meeting of shareholders, Board of Directors, or committee
thereof, or attendance at the meeting by any person, shall
constitute a waiver of notice of such meeting, except when the
person 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.
Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of shareholders, Directors or
committee thereof need by specified in any written waiver of
notice.
ARTICLE XI - INTERESTED DIRECTORS: (Section 144)
No contract or transaction shall be void or voidable if such
contract or transaction is 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, when
such Director or officer is present at or participates in the
meeting of the Board of committee which authorizes the contract
or transaction or his, her or their votes are counted for such
purpose, if:
the material facts as to his, her or their 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
the material facts as to his, her or their relationship or
relationships or interest or interests 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
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.
Such interested Directors may be counted when determining the
presence of a quorum at the Board of Directors' or committee
meeting authorizing the contract or transaction.
ARTICLE XII - FORM OF RECORDS: (Section 224)
Any records maintained by the Corporation in its regular course
of business, including, but not limited to, its stock ledger,
books of account and minute book, may be kept on, or be in the
form of punch cards, magnetic tape, photographs, micro-
photographs or any other information storage device, provided
that the records so kept may be converted into clearly legible
written form within a reasonable time. The Corporation shall so
convert any of such records so kept upon the request of any
person entitled to inspect the same.
* All references to Sections in these by laws refer to those
sections contained in the Delaware General Corporation Law.
** Article II Section 1 Subsection (b) of these Bylaws shall not
be used in the Corporation's Bylaws unless the corporation has
one or more classes of voting stock that are (i) listed on a
national exchange; (ii) authorized for quotation on an
interdealer quotation system of a registered national securities
association; or (iii) held by more than two thousand shareholders
of record of the Corporation.
The above Bylaws are certified to have been adopted by the Board
of Directors of the Corporation on the 17th day of November, 2000.
/s/ Richard Stahl
Richard Stahl, Director
/s/ Kermit Alexander
Kermit Alexander, Director
/s/ Lee Rosenberg
Lee Rosenberg, Director
