BYLAWS
OF
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
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INDEX TO
BYLAWS
OF
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
ARTICLE I-OFFICES .............................................................1
Section 1.1 PRINCIPAL OFFICE ...........................................1
Section 1.2 REGISTERED OFFICE ..........................................1
ARTICLE II - SHAREHOLDERS......................................................1
Section 2.1 ANNUAL MEETING .............................................1
Section 2.2 SPECIAL MEETINGS ...........................................1
Section 2.3 COURT ORDERED MEETINGS .....................................1
Section 2.4 PLACE OF MEETINGS ..........................................2
Section 2.5 NOTICE OF MEETING ..........................................2
Section 2.6 MEETING OF ALL SHAREHOLDERS ................................3
Section 2.7 CLOSING OF TRANSFER BOOKS OR FIXING OF
RECORD DATE ................................................3
Section 2.8 VOTING LISTS ...............................................3
Section 2.9 QUORUM .....................................................4
Section 2.10 MANNER OF ACTING ...........................................4
Section 2.11 PROXIES ....................................................5
Section 2.12 VOTING OF SHARES ...........................................5
Section 2.13 VOTING OF SHARES BY CERTAIN SHAREHOLDERS ...................6
Section 2.14 ACTION BY SHAREHOLDERS WITHOUT A MEETING ...................7
Section 2.15 VOTING BY BALLOT .......................................... 8
Section 2.16 NO CUMULATIVE VOTING .......................................8
Section 2.17 WAIVER OF NOTICE ...........................................8
Section 2.18 PARTICIPATION BY ELECTRONIC MEANS ..........................8
ARTICLE III - BOARD OF DIRECTORS ..............................................8
Section 3.1 GENERAL POWERS .............................................8
Section 3.2 PERFORMANCE OF DUTIES ......................................8
Section 3.3 NUMBER, TENURE AND QUALIFICATIONS ..........................9
Section 3.4 REGULAR MEETINGS ...........................................9
Section 3.5 SPECIAL MEETINGS ...........................................9
Section 3.6 NOTICE .....................................................9
Section 3.7 QUORUM ....................................................10
Section 3.8 MANNER OF ACTING ..........................................10
Section 3.9 INFORMAL ACTION BY DIRECTORS OR COMMITTEE
MEMBERS....................................................10
Section 3.10 PARTICIPATION BY ELECTRONIC MEANS .........................10
Section 3.11 VACANCIES .................................................11
Section 3.12 RESIGNATION ...............................................11
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Section 3.13 REMOVAL ...................................................11
Section 3.14 COMMITTEES.................................................11
Section 3.15 COMPENSATION ..............................................11
Section 3.16 PRESUMPTION OF ASSENT .....................................12
ARTICLE IV - OFFICERS ........................................................12
Section 4.1 NUMBER ....................................................12
Section 4.2 ELECTION AND TERM OF OFFICE ...............................12
Section 4.3 REMOVAL ...................................................12
Section 4.4 VACANCIES .................................................13
Section 4.5 PRESIDENT .................................................13
Section 4.6 VICE PRESIDENT ............................................13
Section 4.7 SECRETARY .................................................13
Section 4.8 TREASURER .................................................14
Section 4.9 ASSISTANT SECRETARIES AND ASSISTANT
TREASURERS ................................................14
Section 4.10 BONDS .................................................... 14
Section 4.11 SALARIES ..................................................14
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS ............................15
Section 5.1 CONTRACTS .................................................15
Section 5.2 LOANS .....................................................15
Section 5.3 CHECKS, DRAFTS, ETC .......................................15
Section 5.4 DEPOSITS ..................................................15
ARTICLE VI - SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF
SHARES ...............................................................15
Section 6.1 REGULATION ................................................15
Section 6.2 SHARES WITHOUT CERTIFICATES ...............................15
Section 6.3 CERTIFICATES FOR SHARES ...................................16
Section 6.4 CANCELLATION OF CERTIFICATES ..............................16
Section 6.5 CONSIDERATION FOR SHARES ..................................16
Section 6.6 LOST, STOLEN OR DESTROYED CERTIFICATES ....................16
Section 6.7 TRANSFER OF SHARES ........................................17
ARTICLE VII - FISCAL YEAR ....................................................17
ARTICLE VIII - DISTRIBUTIONS .................................................17
ARTICLE IX - CORPORATE SEAL ..................................................18
ARTICLE X - AMENDMENTS .......................................................18
ARTICLE XI - EXECUTIVE COMMITTEE .............................................18
Section 11.1 APPOINTMENT ...............................................18
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Section 11.2 AUTHORITY .................................................18
Section 11.3 TENURE AND QUALIFICATIONS .................................18
Section 11.4 MEETINGS ..................................................19
Section 11.5 QUORUM ....................................................19
Section 11.6 INFORMAL ACTION BY EXECUTIVE COMMITTEE ....................19
Section 11.7 VACANCIES .................................................19
Section 11.8 RESIGNATIONS AND REMOVAL ..................................19
Section 11.9 PROCEDURE .................................................19
ARTICLE XII - EMERGENCY BYLAWS ...............................................20
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BYLAWS
OF
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
ARTICLE I
OFFICES
SECTION 1.1 PRINCIPAL OFFICE. The principal office of the corporation in
the State of Colorado shall be located in the City and County of Denver. The
corporation may have such other offices, either within or outside of the State
of Colorado as the Board of Directors may designate, or as the business of the
corporation may require from time to time.
SECTION 1.2 REGISTERED OFFICE. The registered office of the corporation,
required by the Colorado Business Corporation Act to be maintained in the State
of Colorado, may be, but need not be, identical with the principal office in the
State of Colorado, and the address of the registered office may be changed from
time to time by the Board of Directors.
ARTICLE II
SHAREHOLDERS
SECTION 2.1 ANNUAL MEETING. The annual meeting of the shareholders shall be
held at such time on such day as shall be fixed by the Board of Directors,
commencing with the year 1999, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of Colorado,
such meeting shall be held on the next succeeding business day. If the election
of directors shall not be held on the day designated herein for any annual
meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as may be convenient.
SECTION 2.2 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or by the Board of Directors, and shall be called by the President
upon the receipt of one or more written demands for a special meeting, stating
the purpose or purposes for which it is to be held, signed and dated by the
holders of shares representing at least ten percent of all the votes entitled to
be cast on any issue proposed to be considered at the meeting.
SECTION 2.3 COURT ORDERED MEETINGS. A shareholder may apply to the district
court in the county in Colorado where the corporation's principal office is
located or, if the corporation has no principal office in Colorado, to the
district court of the county in which
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the corporation's registered office is located to seek an order that a
shareholder meeting be held (i) if an annual meeting was not held within six
months after the close of the corporation's most recently ended fiscal year or
fifteen months after its last annual meeting, whichever is earlier, or (ii) if a
shareholder participated in a proper call of or demand for a special meeting and
notice of the special meeting was not given within thirty days after the date of
the call or the date of the last of the demands necessary to require the calling
of the meeting was received by the corporation pursuant to the Colorado Business
Corporation Act, or the special meeting was not held in accordance with the
notice.
SECTION 2.4 PLACE OF MEETINGS. The Board of Directors may designate any
place, either within or outside of the State of Colorado, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the corporation in
the State of Colorado.
SECTION 2.5 NOTICE OF MEETING. Written notice stating the place, day and
hour of the meeting of shareholders shall be delivered not less than ten nor
more than sixty days before the date of the meeting, except that (i) if the
number of authorized shares is to be increased, at least thirty days' notice
shall be given, or (ii) any other longer notice period is required by the
Colorado Business Corporation Act. Notice of a special meeting shall include a
description of the purpose or purposes of the meeting. Notice of an annual
meeting need not include a description of the purpose or purposes of the meeting
except the purpose or purposes shall be stated with respect to (i) an amendment
to the Articles of Incorporation of the corporation, (ii) a merger or share
exchange in which the corporation is a party and, with respect to a share
exchange, in which the corporation's shares will be acquired, (iii) a sale,
lease, exchange or other disposition, other than in the usual and regular course
of business, of all or substantially all of the property of the corporation or
of another entity which this corporation controls, in each case with or without
the goodwill, (iv) a dissolution of the corporation, or (v) any other purpose
for which a statement of purpose is required by the Colorado Business
Corporation Act. Notice shall be given personally or by mail, private carrier,
telegraph, teletype, electronically transmitted facsimile or other form of wire
or wireless communication, by or at the direction of the President, or the
Secretary, or the officer or other persons calling the meeting, to each
shareholder entitled to vote at such meeting. If mailed and in a comprehensible
form, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his or her address as it appears on
the stock transfer books of the corporation, with postage thereon prepaid. If
notice is given other than by mail, and provided such notice is in a
comprehensible form, the notice is given and effective on the date received by
the shareholder.
If three successive letters mailed to the last-known address of any
shareholder of record are returned as undeliverable, no further notices to such
shareholder shall be necessary until another address for such shareholder is
made known to the corporation.
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When a meeting is adjourned to another date, time or place, notice need not
be given of the new date, time or place if the new date, time or place of such
meeting is announced before adjournment at the meeting at which the adjournment
is taken. At the adjourned meeting the corporation may transact any business
which may have been transacted at the original meeting. If the adjournment is
for more than 120 days, or if a new record date is fixed for the adjourned
meeting, a new notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting as of the new record date.
SECTION 2.6 MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall
meet at any time and place, either within or outside of the State of Colorado,
and consent in writing to the holding of a meeting at such time and place, such
meeting shall be valid without call or notice, and at such meeting any
shareholder action may be taken.
SECTION 2.7 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to (i) notice of or to vote at any
meeting of shareholders or any adjournment thereof, (ii) to receive
distributions or share dividends, (iii) demand a special meeting, or (iv) in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors of the corporation may provide that the share transfer books
shall be closed for a stated period but not to exceed, in any case, seventy
days. If the share transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days immediately preceding such meeting.
In lieu of closing the share transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than seventy days and, in case of a meeting
of shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If the share transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a distribution, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such distribution is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the meeting is
adjourned to a date more than one hundred twenty days after the date fixed for
the original meeting, in which case the Board of Directors shall make a new
determination as provided in this section.
SECTION 2.8 VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at the earlier of ten
days before such meeting of shareholders or two business days after notice of
the meeting, a complete list of the shareholders entitled to vote at each
meeting of shareholders or any adjournment thereof. The list shall be arranged
by voting groups and within each voting group by class or series of shares,
shall be arranged in alphabetical order, within each class or series, and shall
show the address of and
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the number of shares of each class or series held by each shareholder. For the
period beginning the earlier of ten days prior to such meeting or two business
days after notice of the meeting is given and continuing through the meeting and
any adjournment thereof, this list shall be kept on file at the principal office
of the corporation, or at a place (which shall be identified in the notice) in
the city where the meeting will be held. Such list shall be available for
inspection on written demand by any shareholder (including for the purpose of
this Section any holder of voting trust certificates) or his or her agent or
attorney during regular business hours and during the period available for
inspection. The original stock transfer books shall be prima facie evidence as
to the shareholders entitled to examine such list or to vote at any meeting of
shareholders.
Any shareholder, his or her agent or attorney, may copy the list during
regular business hours and during the period it is available for inspection,
provided (i) the shareholder has been a shareholder for at least three months
immediately preceding the demand or is a shareholder of at least five percent of
all of the outstanding shares of any class of shares as of the date of the
demand, (ii) the demand is made in good faith and for a purpose reasonably
related to the demanding shareholder's interest as a shareholder, (iii) the
shareholder describes with reasonable particularity the purpose and the list the
shareholder desires to inspect, (iv) the list is directly connected with the
described purpose; and (v) the shareholder pays a reasonable charge covering the
cost of labor and material for such copies.
SECTION 2.9 QUORUM. One-third of the votes entitled to be cast on the
matter by a voting group, represented in person or by proxy, constitutes a
quorum of that voting group for the action on the matter. If no specific voting
group is designated in the Articles of Incorporation or under the Colorado
Business Corporation Act for a particular matter, all outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a voting group. In the absence of a quorum at any such meeting, a
majority of the shares so represented may adjourn the meeting from time to time
for a period not to exceed one hundred twenty days without further notice.
However, if the adjournment is for more than one hundred twenty 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 shareholder of record
entitled to vote at the meeting.
At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal during such meeting of that number of shareholders whose absence
would cause there to be less than a quorum.
SECTION 2.10 MANNER OF ACTING. If a quorum is present, an action is
approved if the votes cast within the voting group favoring the action exceeds
the votes cast against the action, and the action so approved shall be the act
of the shareholders, unless the vote
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of a greater proportion or number or voting by groups or classes is otherwise
required by the Colorado Business Corporation Act or by the Articles of
Incorporation or these Bylaws.
SECTION 2.11 PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy by signing an appointment form or similar writing, either
personally or by his or her duly authorized attorney-in-fact. A shareholder may
also appoint a proxy by transmitting or authorizing the transmission of a
telegram, teletype, or other electronic transmission providing a written
statement of the appointment to the proxy, a proxy solicitor, proxy support
service organization, or other person duly authorized by the proxy to receive
appointments as agent for the proxy, or to the corporation. The transmitted
appointment shall set forth or be transmitted with written evidence from which
it can be determined that the shareholder transmitted or authorized the
transmission of the appointment. The proxy appointment form or similar writing
shall be filed with the Secretary of the corporation before or at the time of
the meeting. The appointment of a proxy is effective when received by the
corporation and is valid for eleven months unless a different period is
expressly provided in the appointment form or similar writing.
Any complete copy, including an electronically transmitted facsimile, of an
appointment of a proxy may be substituted for or used in lieu of the original
appointment for any purpose for which the original appointment could be used.
Revocation of a proxy does not affect the right of the corporation to
accept the proxy's authority unless (i) the corporation had notice that the
appointment was coupled with an interest and notice that such interest is
extinguished is received by the Secretary or other officer or agent authorized
to tabulate votes before the proxy exercises his or her authority under the
appointment, or (ii) other notice of the revocation of the appointment is
received by the Secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his or her authority under the appointment. Other
notice of revocation may, in the discretion of the corporation, be deemed to
include the appearance at a shareholders' meeting of the shareholder who granted
the proxy and his or her voting in person on any matter subject to a vote at
such meeting.
The death or incapacity of the shareholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the Secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his or her
authority under the appointment.
The corporation shall not be required to recognize an appointment made
irrevocably if it has received a writing revoking the appointment signed by the
shareholder (including a shareholder who is a successor to the shareholder who
granted the proxy) either personally or by his or her attorney-in-fact,
notwithstanding that the revocation may be a breach of an obligation of the
shareholder to another person not to revoke the appointment.
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SECTION 2.12 VOTING OF SHARES. Unless otherwise provided by these Bylaws or
the Articles of Incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted- to a vote at a meeting of
shareholders, and each fractional share shall be entitled to a corresponding
fractional vote on each such matter. Only shares are entitled to vote.
SECTION 2.13 VOTING OF SHARES BY CERTAIN SHAREHOLDERS. If the name on a
vote, consent, waiver, proxy appointment, or proxy appointment revocation
corresponds to the name of a shareholder, the corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, proxy appointment or
proxy appointment revocation and give it effect as the act of the shareholder.
If the name signed on a vote, consent, waiver, proxy appointment or proxy
appointment revocation does not correspond to the name of a shareholder, the
corporation, if acting in good faith, is nevertheless entitled to accept the
vote, consent, waiver, proxy appointment or proxy appointment revocation and to
give it effect as the act of the shareholder if:
(i) the shareholder is an entity and the name signed purports to be that of
an officer or agent of the entity;
(ii) the name signed purports to be that of an administrator, executor,
guardian or conservator representing the shareholder and, if the corporation
requests, evidence of fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, proxy appointment or proxy
appointment revocation;
(iii) the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of this
status acceptable to the corporation has been presented with respect to the
vote, consent, waiver, proxy appointment or proxy appointment revocation;
(iv) the name signed purports to be that of a pledgee, beneficial owner or
attorney-in-fact of the shareholder and, if the corporation requests, evidence
acceptable to the corporation of the signatory's authority to sign for the
shareholder has been presented with respect to the vote, consent, waiver, proxy
appointment or proxy appointment revocation;
(v) two or more persons are the shareholder as co-tenants or fiduciaries
and the name signed purports to be the name of at least one of the co-tenants or
fiduciaries, and the person signing appears to be acting on behalf of all the
co-tenants or fiduciaries; or
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(vi) the acceptance of the vote, consent, waiver, proxy appointment or
proxy appointment revocation is otherwise proper under rules established by the
corporation that are not inconsistent with this Section 2.14.
The corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the Secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has reasonable basis
for doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.
Neither the corporation nor any of its directors, officers, employees or
agents who accepts or rejects a vote, consent, waiver, proxy appointment or
proxy appointment revocation in good faith and in accordance with the standards
of this Section is liable in damages for the consequences of the acceptance or
rejection.
Redeemable shares are not entitled to be voted after notice of redemption
is mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company or other financial institution under an
irrevocable obligation to pay the holders of the redemption price on surrender
of the shares.
SECTION 2.14 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Unless the Articles
of Incorporation or these Bylaws provide otherwise, any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting if the action is evidenced by one or more written consents describing
the action taken, signed by each shareholder entitled to vote and delivered to
the Secretary of the corporation for inclusion in the minutes or for filing with
the corporate records. Action taken by consent is effective as of the date the
written consent is received by the corporation unless the writings specify a
different effective date, in which case such specified date shall be the
effective date for such action. If any shareholder revokes his or her consent as
provided for herein prior to what otherwise would be the effective date, the
action proposed in the consent shall be invalid.
Any such writing may be received by the corporation by electronically
transmitted facsimile or other form of wire or wireless communication providing
the corporation with a complete copy thereof, including a copy of the signature
thereto. The shareholder so transmitting such a writing shall furnish an
original of such writing to the corporation for the permanent record of the
corporation, but the failure of the corporation to receive for record such
original writing shall not affect the action so taken. In addition, such
writings shall be deemed to be received by the corporation if such writings are
received by an officer or director of the corporation, or an attorney
representing the corporation, wherever such persons may be found.
The record date for determining shareholders entitled to take action
without a meeting shall be the date the corporation first receives a writing
upon which the action is taken.
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Any shareholder who has signed a writing describing and consenting to
action taken pursuant to this Section 2.14 may revoke such consent by a writing
signed and dated by the shareholder describing the action and stating that the
shareholder's prior consent thereto is revoked, if such writing is received by
the corporation prior to the date the last writing necessary to effect the
action is received by the corporation.
SECTION 2.15 VOTING BY BALLOT. Voting on any question or in any election
may be by voice vote unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.
SECTION 2.16 NO CUMULATIVE VOTING. No shareholder shall be permitted to
cumulate his or her votes in the election for directors or otherwise.
SECTION 2.17 WAIVER OF NOTICE. When any notice is required to be given to
any shareholder, a waiver thereof in writing signed by the person entitled to
such notice, whether before, at, or after the time stated therein, shall be
equivalent to the giving of such notice. Such waiver shall be delivered to the
corporation for filing with the corporate records.
The attendance of a shareholder at any meeting shall constitute a waiver of
notice, waiver of objection to defective notice of such meeting, or a waiver of
objection to the consideration of a particular matter at the shareholder meeting
unless the shareholder, at the beginning of the meeting, objects to the holding
of the meeting, the transaction of business at the meeting, or the consideration
of a particular matter at the time it is presented at the meeting.
SECTION 2.18 PARTICIPATION BY ELECTRONIC MEANS. Any shareholder may
participate in any meeting of the shareholders by means of telephone conference
or similar communications equipment by which all persons participating in the
meeting can hear each other at the same time. Such participation shall
constitute presence in person at such meeting.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1 GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors.
SECTION 3.2 PERFORMANCE OF DUTIES. A director of the corporation shall
perform his or her duties as a director, including his or her duties as a member
of any committee of the board upon which he or she may serve, in good faith, in
a manner he or she reasonably believes to be in the best interests of the
corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances. In performing his or her duties,
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a director shall be entitled to rely on information, opinions, reports, or
statements, including financial statements and other financial data, in each
case prepared or presented by persons and groups listed in paragraphs (a), (b),
and (c) of this Section 3.2; but he or she shall not be considered to be acting
in good faith if he or she has knowledge concerning the matter in question that
would cause such reliance to be unwarranted. A person who so performs his or her
duties shall not have any liability by reason of being or having been a director
of the corporation.
Those persons and groups on whose information, opinions, reports, and
statements a director is entitled to rely upon are:
(a) One or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented;
(b) Counsel, public accountants, or other persons as to matters which the
director reasonably believes to be within such persons' professional or expert
competence; or
(c) A committee of the board upon which he or she does not serve, duly
designated in accordance with the provision of the Articles of Incorporation or
these Bylaws, as to matters within its designated authority, which committee the
director reasonably believes to merit confidence.
SECTION 3.3 NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be fixed from time to time by resolution of the Board of
Directors, but in no instance shall there be less than one director. Each
director shall hold office until the next annual meeting of shareholders or
until his or her successor shall have been elected and qualified. Directors need
not be residents of the State of Colorado or shareholders of the corporation.
SECTION 3.4 REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without notice other than this bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of Colorado, for the holding of additional regular meetings without notice other
than such resolution.
SECTION 3.5 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chair of the Board, if any, the
President or any two directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without
the State of Colorado, as the place for holding any special meeting of the Board
of Directors called by them.
SECTION 3.6 NOTICE. Written notice of any special meeting of directors
shall be given as follows:
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By mail to each director at his or her business address at least four days
prior to the meeting; or
By personal delivery, facsimile or telegram at least twenty-four hours
prior to the meeting to the business address of each director, or in the event
such notice is given on a Saturday, Sunday or holiday, to the residence address
of each director.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail, so addressed, with postage thereon prepaid. If notice is
given by facsimile, such notice shall be deemed to be delivered when a
confirmation of the transmission of the facsimile has been received by the
sender. If notice is given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company.
Any director may waive notice of any meeting before or after the time and
date of the meeting stated in the notice. The waiver shall be in writing and
signed by the director entitled to the notice. The attendance of a director at
any meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting 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 the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
SECTION 3.7 QUORUM. A majority of the number of directors fixed by or
pursuant to Section 3.3 of this Article III, or if no such number is fixed, a
majority of the number of directors in office immediately before the meeting
begins, shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
SECTION 3.8 MANNER OF ACTING. Except as otherwise required by the Colorado
Business Corporation Act or by the Articles of Incorporation, the act of the
majority of the directors present at a meeting at which a quorum is present when
a vote is taken shall be the act of the Board of Directors.
SECTION 3.9 INFORMAL ACTION BY DIRECTORS OR COMMITTEE MEMBERS. Unless the
Articles of Incorporation or these Bylaws provide otherwise, any action required
or permitted to be taken at a meeting of the Board of Directors or any committee
designated by said board may be taken without a meeting if the action is
evidenced by one or more written consents describing the action taken, signed by
each director or committee member, and delivered to the Secretary for inclusion
in the minutes or for filing with the corporate records. Action taken under this
section is effective when all directors or committee members have signed the
consent, unless the consent specifies a different effective date. Such consent
has the same
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force and effect as an unanimous vote of the directors or committee members and
may be stated as such in any document.
SECTION 3.10 PARTICIPATION BY ELECTRONIC MEANS. Any members of the Board of
Directors or any committee designated by such Board may participate in a meeting
of the Board of Directors or committee by means of telephone conference or
similar communications equipment by which all persons participating in the
meeting can hear each other at the same time. Such participation shall
constitute presence in person at the meeting.
SECTION 3.11 VACANCIES. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the shareholders or the Board
of Directors. If the directors remaining in office constitute fewer than a
quorum of the board, the directors may fill the vacancy by the affirmative vote
of a majority of all the directors remaining in office.
If elected by the directors, the director filling the vacancy shall hold
office until the next annual shareholders' meeting at which directors are
elected. If elected by the shareholders, the director filling the vacancy shall
hold office for the unexpired term of his or her predecessor in office; except
that, if the director's predecessor was elected by the directors to fill a
vacancy, the director elected by the shareholders shall hold the office for the
unexpired term of the last predecessor elected by the shareholders.
If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders, and, if one or
more of the remaining directors were elected by the same voting group, only such
directors so elected by the same voting group are entitled to vote to fill the
vacancy if it is filled by the directors.
SECTION 3.12 RESIGNATION. Any director of the corporation may resign at any
time by giving written notice to the Secretary of the corporation. The
resignation of any director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. When one or more directors shall resign from the board,
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.
SECTION 3.13 REMOVAL. Subject to any limitations contained in the Articles
of Incorporation, any director or directors of the corporation may be removed at
any time, with or without cause, in the manner provided in the Colorado Business
Corporation Act.
SECTION 3.14 COMMITTEES. By resolution adopted by a majority of the Board
of Directors, the directors may designate two or more directors to constitute a
committee, any of
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which shall have such authority in the management of the corporation as the
Board of Directors shall designate and as shall be prescribed by or limited by
the Colorado Business Corporation Act and Article XI of these Bylaws.
SECTION 3.15 COMPENSATION. By resolution of the Board of Directors and
irrespective of any personal interest of any of the directors, each director may
be paid his or her expenses, if any, of attendance at each meeting of the Board
of Directors, and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the Board of Directors or both. No such payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.
SECTION 3.16 PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors or committee of the board at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless (i) the director objects at the beginning of the
meeting, or promptly upon his or her arrival, to the holding of the meeting or
the transaction of business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting, (ii) the director contemporaneously
requests that his or her dissent or abstention as to any specific action taken
be entered in the minutes of the meeting, or (iii) the director causes written
notice of his or her dissent or abstention as to any specific action to be
received by the presiding officer or the meeting before its adjournment or by
the corporation promptly after the adjournment of the meeting. A director may
dissent to a specific action at a meeting, while assenting to others. The right
to dissent to a specific action taken at a meeting of the Board of Directors or
a committee of the board shall not be available to a director who voted in favor
of such action.
ARTICLE IV
OFFICERS
SECTION 4.1 NUMBER. The officers of the corporation shall be a President, a
Secretary, and a Treasurer, each of whom must be a natural person who is
eighteen years or older and shall be elected by the Board of Directors. Such
other officers and assistant officers as may be deemed necessary may be elected
or appointed by the Board of Directors. Any two or more offices may be held by
the same person.
SECTION 4.2 ELECTION AND TERM OF OFFICE. The officers of the corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after the annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as practicable.
Each officer shall hold office until his or her successor
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shall have been duly elected and shall have qualified or until his or her death
or until he or she shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 4.3 REMOVAL. Any officer or agent may be removed by the Board of
Directors at any time, with or without cause, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
An officer may resign at any time by giving written notice of the
resignation to the Secretary of the corporation. The resignation is effective
when the notice is received by the corporation unless the notice specifies a
later effective date.
SECTION 4.4 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 4.5 PRESIDENT. The President shall be the chief executive officer
of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
corporation. He or she shall, when present, and in the absence of a Chair of the
Board, preside at all meetings of the shareholders and of the Board of
Directors. He or she may sign certificates for shares of the corporation and
deeds, mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general shall perform
all duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time. The President or his or
her designees may sell, lease, exchange, or otherwise dispose of any or all of
the corporation's property in the usual and regular course of business.
SECTION 4.6 VICE PRESIDENT. If elected or appointed by the Board of
Directors, the Vice President (or in the event there is more than one Vice
President, the Vice Presidents in the order designated at the time of their
election, or in the absence of any designation, then in the order of their
election) shall, in the absence of the President or in the event of his or her
death, inability or refusal to act, perform all duties of the President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice President may sign certificates for
shares of the corporation; and shall perform such other duties as from time to
time may be assigned to him or her by the President or by the Board of
Directors.
SECTION 4.7 SECRETARY. The Secretary shall (a) prepare and maintain as
permanent records the minutes of the proceedings of the shareholders and the
Board of Directors,
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a record of all actions taken by the shareholders or Board of Directors without
a meeting, a record of all actions taken by a committee of the Board in place of
the Board of Directors on behalf of the corporation, and a record of all waivers
of notice and meetings of shareholders and of the Board of Directors or any
committee thereof, (b) ensure that all notices are duly given in accordance with
the provisions of these Bylaws and as required by law, (c) serve as custodian of
the corporate records and of the seal of the corporation and affix the seal to
all documents when authorized by the Board of Directors, (d) keep at the
corporation's registered office or principal place of business a record
containing the names and addresses of all shareholders in a form that permits
preparation of a list of shareholders arranged by voting group and by class or
series of shares within each voting group, that is alphabetical within each
class or series and that shows the address of, and the number of shares of each
class or series held by, each shareholder, unless such a record shall be kept at
the office of the corporation's transfer agent or registrar, (e) maintain at the
corporation's principal office the originals or copies of the corporation's
Articles of Incorporation, Bylaws, minutes of all shareholders' meetings and
records of all action taken by shareholders without a meeting for the past three
years, all written communications within the past three years to shareholders as
a group or to the holders of any class or series of shares as a group, a list of
the names and business addresses of the current directors and officers, a copy
of the corporation's most recent corporate report filed with the Secretary of
State, and financial statements showing in reasonable detail the corporation's
assets and liabilities and results of operations for the last three years, (f)
have general charge of the stock transfer books of the corporation, unless the
corporation has a transfer agent, (g) authenticate records of the corporation,
and (h) in general, perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him or her by the
president or by the Board of Directors. Assistant Secretaries, if any, shall
have the same duties and powers, subject to supervision by the Secretary. The
directors or shareholders may respectively designate a person other than the
Secretary or Assistant Secretary to keep the minutes of their respective
meetings.
Any books, records, or minutes of the corporation may be in written form or
in any form capable of being converted into written form within a reasonable
time.
SECTION 4.8 TREASURER. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; (b) receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article V of these Bylaws; and (c) in general perform all
of the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him or her by the President or by the Board of
Directors.
SECTION 4.9 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors.
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SECTION 4.10 BONDS. If the Board of Directors by resolution shall so
require, any officer or agent of the corporation shall give bond to the
corporation in such amount and with such surety as the Board of Directors may
deem sufficient, conditioned upon the faithful performance of his or her
respective duties and offices.
SECTION 4.11 SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a director of
the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 5.1 CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
SECTION 5.2 LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 5.3 CHECKS, DRAFTS ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 5.4 DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VI
SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF SHARES
SECTION 6.1 REGULATION. The Board of Directors may make such rules and
regulations as it may deem appropriate concerning the issuance, transfer and
registration of certificates for shares of the corporation, including the
appointment of transfer agents and registrars.
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SECTION 6.2 SHARES WITHOUT CERTIFICATES. Unless otherwise provided by the
Articles of Incorporation or these Bylaws, the Board of Directors may authorize
the issuance of any of its classes or series of shares without certificates.
Such authorization shall not affect shares already represented by certificates
until they are surrendered to the corporation.
Within a reasonable time following the issue or transfer of shares without
certificates, the corporation shall send the shareholder a complete written
statement of the information required on certificates by the Colorado Business
Corporation Act.
SECTION 6.3 CERTIFICATES FOR SHARES. If shares of the corporation are
represented by certificates, the certificates shall be respectively numbered
serially for each class of shares, or series thereof, as they are issued, and
shall be signed by an officer of the corporation authorized by these Bylaws or a
resolution of the Board of Directors; provided that such signatures may be
facsimile. Each certificate shall state the name of the corporation, the fact
that the corporation is organized or incorporated under the laws of the State of
Colorado, the name of the person to whom issued, the date of issue, the class
(or series of any class), the number of shares represented thereby. A statement
of the designations, preferences, qualifications, limitations, restrictions and
special or relative rights of the shares of each class shall be set forth in
full or summarized on the face or back of the certificates which the corporation
shall issue, or in lieu thereof, the certificate may set forth that such a
statement or summary will be furnished to any shareholder upon request without
charge. Each certificate shall be otherwise in such form as may be prescribed by
the Board of Directors and as shall conform to the rules of any stock exchange
on which the shares may be listed.
The corporation shall not issue certificates representing fractional shares
and shall not be obligated to make any transfers creating a fractional interest
in a share of stock. The corporation may, but shall not be obligated to, issue
scrip in lieu of any fractional shares, such scrip to have terms and conditions
specified by the Board of Directors.
SECTION 6.4 CANCELLATION OF CERTIFICATES. All certificates surrendered to
the corporation for transfer shall be cancelled and no new certificates shall be
issued in lieu thereof until the former certificate for a like number of shares
shall have been surrendered and cancelled, except as herein provided with
respect to lost, stolen or destroyed certificates.
SECTION 6.5 CONSIDERATION FOR SHARES. Certificated or uncertificated shares
shall not be issued until the shares represented thereby are fully paid. The
Board of Directors may authorize the issuance of shares for consideration
consisting of any tangible or intangible property or benefit to the corporation,
including cash, promissory notes, services performed or other securities of the
corporation. Future services shall not constitute payment or partial payment for
shares of the corporation. The promissory note of a subscriber or an affiliate
of a subscriber shall not constitute payment or partial payment for shares of
the corporation unless
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the note is negotiable, recourse and is secured by collateral, other than the
shares being purchased, having a fair market value of at least equal to the
principal amount of the note.
SECTION 6.6 LOST, STOLEN OR DESTROYED CERTIFICATES. Any shareholder
claiming that his or her certificate for shares is lost, stolen or destroyed may
make an affidavit or affirmation of that fact and lodge the same with the
Secretary of the corporation, accompanied by a signed application for a new
certificate. Thereupon, and upon the giving of a satisfactory bond of indemnity
to the corporation not exceeding an amount double the value of the shares as
represented by such certificate (the necessity for such bend and the amount
required to be determined by the President and Treasurer of the corporation), a
new certificate may be issued of the same tenor and representing the same
number, class and series of shares as were represented by the certificate
alleged to be lost, stolen or destroyed.
SECTION 6.7 TRANSFER OF SHARES. Subject to the terms of any shareholder
agreement relating to the transfer of shares or other transfer restrictions
contained in the Articles of Incorporation or authorized therein, shares of the
corporation shall be transferable on the books of the corporation by the holder
thereof in person or by his or her duly authorized attorney, upon the surrender
and cancellation of a certificate or certificates for a like number of shares.
Upon presentation and surrender of a certificate for shares properly endorsed
and payment of all taxes therefor, the transferee shall be entitled to a new
certificate or certificates in lieu thereof. As against the corporation, a
transfer of shares can be made only on the books of the corporation and in the
manner hereinabove provided, and the corporation shall be entitled to treat the
holder of record of any share as the owner thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided by the Colorado Business Corporation Act.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall end on the last day of December in
each calendar year.
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ARTICLE VIII
DISTRIBUTIONS
The Board of Directors may from time to time declare, and the corporation
may pay, distributions on its outstanding shares in the manner and upon the
terms and conditions provided by the Colorado Business Corporation Act and its
Articles of Incorporation.
ARTICLE IX
CORPORATE SEAL
The Board of Directors may authorize the use of a corporate seal which
shall be circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words "CORPORATE SEAL."
ARTICLE X
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by a majority of the directors present at any meeting of the Board of
Directors of the corporation at which a quorum is present when a vote is taken.
ARTICLE XI
EXECUTIVE COMMITTEE
SECTION 11.1 APPOINTMENT. The Board of Directors by resolution adopted by a
majority of all directors in office, may designate two or more of its members to
constitute an Executive Committee. The designation of such Committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.
SECTION 11.2 AUTHORITY. The Executive Committee, when the Board of
Directors is not in session shall have and may exercise all of the authority of
the Board of Directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the Executive Committee and except also
that the Executive Committee shall not have the authority of the Board of
Directors in reference to authorizing distributions, filling vacancies
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on the Board of Directors, authorizing reacquisition of shares, authorizing and
determining rights for shares, amending the Articles of Incorporation, adopting
a plan of merger or share exchange, recommending to the shareholders the sale,
lease or other disposition of all or substantially all of the property and
assets of the corporation otherwise than in the usual and regular course of its
business, recommending to the shareholders a voluntary dissolution of the
corporation or a revocation thereof, or amending the Bylaws of the corporation.
SECTION 11.3 TENURE AND QUALIFICATIONS. Each member of the Executive
Committee shall hold office until the next regular annual meeting of the Board
of Directors following his or her designation and until his or her successor is
designated as a member of the Executive Committee and is elected and qualified.
SECTION 11.4 MEETINGS. Regular meetings of the Executive Committee may be
held without notice at such time and places as the Executive Committee may fix
from time to time by resolution. Special meetings of the Executive Committee may
be called by any member thereof upon not less than one day's notice stating the
place, date and hour of the meeting, which notice may be written or oral. Any
member of the Executive Committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the Executive Committee need not state the business
proposed to be transacted at the meeting.
SECTION 11.5 QUORUM. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the Executive Committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present when a vote is taken.
SECTION 11.6 INFORMAL ACTION BY EXECUTIVE COMMITTEE. Any action required or
permitted to be taken by the Executive Committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the members of the Executive Committee entitled to
vote with respect to the subject matter thereof.
SECTION 11.7 VACANCIES. Any vacancy in the Executive Committee may be
filled by a resolution adopted by a majority of all directors in office.
SECTION 11.8 RESIGNATIONS AND REMOVAL. Any member of the Executive
Committee may be removed at any time with or without cause by resolution adopted
by a majority of all directors in office. Any member of the Executive Committee
may resign from the Executive Committee at any time by giving written notice to
the President or Secretary of the corporation, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
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SECTION 11.9 PROCEDURE. The Executive Committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these Bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information at
the meeting thereof held next after the proceedings shall have been taken.
ARTICLE XII
EMERGENCY BYLAWS
The Emergency Bylaws provided m this Article XII shall be operative during
any emergency in the conduct of the business of the corporation resulting from a
catastrophic event causing a quorum of directors to be not readily obtained as a
result thereof, notwithstanding any different provision in the preceding
articles of the Bylaws or in the Articles of Incorporation of the corporation or
in the Colorado Business Corporation Act. To the extent not inconsistent with
the provisions of this Article, the Bylaws provided in the preceding articles
shall remain in effect during such emergency and upon its termination the
Emergency Bylaws shall cease to be operative.
During any such emergency:
(a) A meeting of the Board of Directors may be called by any officer or
director of the corporation. Notice of the time and place of the meeting shall
be given by the person calling the meeting to such of the directors as it may be
feasible to reach by any available means of communication. Such notice shall be
given at such time in advance of the meeting as circumstances permit in the
judgment of the person calling the meeting.
(b) At any such meeting of the Board of Directors, a quorum shall consist
of the number of directors in attendance at such meeting.
(c) The Board of Directors, either before or during any such emergency,
may, effective in the emergency, change the principal office or designate
several alternative principal offices or regional offices, or authorize the
officers so to do.
(d) The Board of Directors, either before or during any such emergency, may
provide, and from time to time modify, lines of succession in the event that
during such an emergency any or all officers or agents of the corporation shall
for any reason be rendered incapable of discharging their duties.
(e) No officer, director or employee acting in accordance with these
Emergency Bylaws shall be liable except for willful misconduct.
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(f) These Emergency Bylaws shall be subject to repeal or change by further
action of the Board of Directors or by action of the shareholders, but no such
repeal or change shall modify the provisions of the next preceding paragraph
with regard to action taken prior to the time of such repeal or change. Any
amendment of these Emergency Bylaws may make any further or different provision
that may be practical and necessary for the circumstances of the emergency.
CERTIFICATE
I hereby certify that the foregoing Bylaws, consisting of twenty-one (21)
pages, including this page, constitute the Bylaws of New Millennium Media
International, Inc., adopted by the Board of Directors of the corporation as of
April 21, 1998.
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Troy H. Lowrie, President, Secretary and
Treasurer
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