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 MEETING ....................................... 1
Section 2.3 COURT ORDERED MEETINGS ................................ 1
Section 2.4 PLACE OF MEETINGS ..................................... 2
Section 2.5 NOTICE OF MEETINGS .................................... 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 OF 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
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 die 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 die 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 MEETING. 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,
slating 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 MEETING. 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 static 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 voce 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 tile last-known address of any
shareholder c 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 DAIE. 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 die
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 ono 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 title 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 m 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 die 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 die 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 SHAREHOLDER. 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 die
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 voted, consent, waiver, proxy appointment
or proxy appointment revocation is otherwise proper under rules established by
the corporation that are not inconsistent with tins 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 staling 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 die 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 m 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 office corporation shall
Perform his or her duties as a director, including his or her dunes as a member
of any committee of the board upon which he or she may serve, in good faith, in
a manner be 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 die 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 m 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 to 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
Colordo 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 DIRECTOR 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, t 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 ma~ 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 o 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 (he 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 & 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 money s 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 dudes incident to the office of Treasurer and such
other duties as from time io 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 io 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 CERTIFICATIONS. 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 m lieu thereof, the certificate may set forth that such a
statement or summary will be furnished to any shareholder upon request without
charge. Bach certificate shall be otherwise in such fomi 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 bond 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 trear 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 me 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 die 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 stores, 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 shareholder? 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 MEETING. 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 staling
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 ai a meeting; at which a
quorum is present when a vote is taken.
SECTION 11.6 INFORMAL ACTTON 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 in this Article XH 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 co 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.
/s/ Troy H. Lowrie
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Troy H. Lowrie, President, Secretary and
Tresurer
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