EXHIBIT 2.4
BYLAWS
OF
MINDFULEYE, INC.
(formerly, RABATCO, INC.)
ARTICLE I
Offices
(1) Principal Office: The principal office shall be within or without the
State of Nevada at such place as the board of directors may from time to time
determine.
(2) Other Offices: The corporation may also have offices at such other
places both within and without the State of Nevada as the board of directors may
from time to time determine or the business of the corporation may require.
ARTICLE II
Meetings of Stockholders
(1) Meeting Place: All annual meetings of the stockholders shall be held at
the corporation's principal office or such other place as the board of directors
may determine. Special meetings of the stockholders may be held at such time and
place within or without the State of Nevada as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
(2) Annual Meeting Time: Annual meetings of stockholders, commencing with
the year 2001, shall be held on the third Friday of May, if not a legal holiday,
at 11:00 a.m., or such other date and time as the board of directors may
determine, at which they shall elect by a plurality vote a board of directors,
and transact such other business as may properly be brought before the meeting.
(3) Special Meetings: Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the Chief Executive Officer or President and
shall be called by the Chief Executive Officer, President or Secretary at the
request in writing of a majority of the board of directors, or at the request in
writing of stockholders owning a majority in amount of the entire capital stock
of the corporation issued and outstanding and entitled to vote. Such request
shall state the purpose or purposes of the proposed meeting. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.
(4) Notices: Notices of meetings shall be in writing and signed by the
Chief Executive Officer or president, or the secretary, or an assistant
secretary, or by such other person or persons as the directors shall designate.
Such notice shall state the purpose or purposes for
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which the meeting is called and the time when, and the place, which may be
within or without this state, where it is to be held. A copy of such notice
shall be either delivered personally to or shall be mailed, postage prepaid, to
each stockholder of record entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before such meeting. If mailed, it shall be
directed to a stockholder at his address as it appears upon the records of the
corporation and upon such mailing of any such notice, the service thereof shall
be complete, and the time of the notice shall begin to run from the date upon
which such notice is deposited in the mail for transmission to such stockholder.
Personal delivery of any such notice to any officer of a corporation or
association, or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership. In the event of the
transfer of stock after delivery or mailing of the notice of and prior to the
holding of the meeting it shall not be necessary to deliver or mail notice of
the meeting to the transferee.
(5) Quorum:
(a) The holders of one-third (33.33%) of the stock issued and
outstanding and entitled to vote there at, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
articles of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. 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
notified.
(b) When a quorum is present or represented at any meeting, the vote
of the holders of one-third (33.33%) of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the articles of incorporation a different vote is required in
which case such express provision shall govern and control the decision of such
question.
(6) Voting of Shares: Every stockholder of record of the corporation shall
be entitled at each meeting of stockholders to one vote for each share of stock
standing in his name on the books of the corporation.
(7) Proxies: At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six months from the date of its
execution, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to
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continue in force, which in no case shall exceed one year from the date of its
execution. Subject to the above, any proxy duly executed is not revoked and
continues in full force and effect until an instrument revoking it or a duly
executed proxy bearing a later date is filed with the secretary of the
corporation.
(8) Action by Shareholders without a Meeting: Any action, except election
of directors, which may be taken by the vote of the stockholders at a meeting,
may be taken without a meeting if authorized by the written consent of
stockholders holding at least a majority of the voting power, unless the
provisions of the statutes or of the articles of incorporation require a greater
proportion of voting power to authorize such action in which case such greater
proportion of written consents shall be required.
ARTICLE III
Directors
(1) Number and Powers: The management of all the affairs, property and
interest of the corporation shall be vested in a Board of Directors. The initial
number of directors which shall constitute the whole board shall be two to
twelve (2-12) who shall be elected for a term of one year and shall hold office
until the annual meeting of stockholders and until their successors are elected
and qualified. Directors need not be stockholders. The board of directors may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the articles of incorporation or by these
bylaws directed or required to be exercised or done by the stockholders.
(2) Change of Number: The number of directors may at any time be increased
or decreased by the shareholders or directors at any annual or special meeting
provided that no decrease shall have the effect of shortening the term of any
incumbent director except as provided in paragraphs (3) and (4) hereunder.
(3) Vacancies: Vacancies, including those caused by an increase in the
number of directors, may be filled by a majority of the remaining directors
though less than a quorum. When one or more directors shall give notice of his
or their resignation to the board, effective at a future date, the board shall
have power to fill such vacancy or vacancies to take effect when such
resignation or resignations shall become effective, each director so appointed
to hold office during the remainder of the term of office of the resigning
director or directors.
(4) Removal: At a meeting of stockholders called expressly for that
purpose, the entire board of directors, or any member thereof, may be removed by
a vote of the holders of a majority of shares then entitled to vote at an
election of such directors.
(5) Meeting Place: Except as provided in paragraph (6) hereunder, the board
of directors of the corporation may hold meetings, both regular and special,
either within or without the State of Nevada.
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(6) First Meeting of each Newly Elected Board: The first meeting of each
newly elected board of directors shall be held at such time and place as shall
be fixed by the vote of the stockholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present. In the event of
the failure of the stockholders to fix the time or place of such first meeting
of the newly elected board of directors, or in the event such meeting is not
held at the time and place so fixed by the stockholders, the meeting may be held
at such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
(7) Regular meetings: Regular meetings of the board of directors may be
held without notice at such time and place as shall from time to time be
determined by the board.
(8) Special Meetings: Special meetings of the board of directors may be
called by the president or secretary on the written request of any director.
Written notice of special meetings of the board of directors shall be given to
each director at least two (2) days before the date of the meeting.
(9) Quorum: A majority of the board of directors, at a meeting duly
assembled, shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors entitled to vote
with respect to the subject matter thereof.
(10) Committees: The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation,
and may have power to authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors. The committees shall keep regular minutes of their
proceedings and report the same to the board when required.
(11) Compensation of Directors: The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
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ARTICLE IV
Notices
(1) Delivery of Notice: Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or telephone facsimile.
(2) Consent to Action without Notice: Whenever all parties entitled to vote
at any meeting, whether of directors or stockholders, consent, either by a
writing on the records of the meeting or filed with the secretary, or by
presence at such meeting and oral consent entered on the minutes, or by taking
part in the deliberations at such meeting without objection, the doings of such
meeting shall be as valid as if had at a meeting regularly called and noticed,
and at such meeting any business may be transacted which is not excepted from
the written consent or to the consideration of which no objection for want of
notice is made at the time, and if any meeting be irregular for want of notice
or of such consent, provided a quorum was present at such meeting, the
proceedings of said meeting may be ratified and approved and rendered likewise
valid and the irregularity or defect therein waived by a writing signed by all
parties having the right to vote at such meetings; and such consent or approval
of stockholders may be by proxy or attorney, but all such proxies and powers of
attorney must be in writing.
(3) Waiver of Notice: Whenever any notice whatever is required to be given
under the provisions of the statutes, of the articles of incorporation or of
these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE V
Officers
(1) Designations and Election: The officers of the corporation shall be
chosen by the board of directors and shall be a president, a secretary and a
treasurer. Any person may hold two or more offices. Officers shall be elected by
the board of directors at its first meeting after each annual meeting of
stockholders and shall hold office until the next annual meeting of the board of
directors and until their successors are elected and qualified. An officer need
not be a member of the board.
(2) Additional Officers and Agents: The board of directors may appoint vice
presidents, and assistant secretaries and assistant treasurers and such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
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(3) Compensation of Officers and Agents: The salaries of all officers and
agents of the corporation shall be fixed by the board of directors.
(4) Removal of Officers: Any officer elected or appointed by the board of
directors may be removed at any time by the affirmative vote of a majority of
the board of directors.
(5) Vacancies: Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise shall be filled by the board of
directors.
(6) The Chief Executive Officer. The Chief Executive Officer shall be the
chief executive officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall have general and active
management of the business of the corporation, and shall see that all orders and
resolutions of the board of directors are carried into effect. He shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation.
(7) The President: The President shall, in the absence or disability of
Chief Executive Officer, perform the duties and exercise the powers of the
President and shall perform such other duties as the board of directors may from
time to time prescribe. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
(7) The Vice President: The Vice President shall, in the absence or
disability of the president, perform the duties and exercise the powers of the
president and shall perform such other duties as the board of directors may from
time to time prescribe.
(8) The Secretary: The Secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the treasurer or an assistant
secretary.
(9) The Treasurer: The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books
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belonging to the corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories as
may be designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors taking proper vouchers
for such disbursements, and shall render to the president and the board of
directors, at the regular meetings of the board, or when the board of directors
so requires, an account of all his transactions as treasurer and of the
financial condition of the corporation. If required by the board of directors,
he shall give the corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
ARTICLE VI
Certificates of Stock
(1) Certificated Shares: Every stockholder shall be entitled to have a
certificate, signed by the president or a vice president and the secretary or an
assistant secretary, of the corporation, certifying the number of shares owned
by him in the corporation.
(2) Statement of Designation and Rights of Multiple Classes of Stock: When
the corporation is authorized to issue shares of more than one class or more
than one series of any class, there shall be set forth upon the face or back of
the certificate, or the certificate shall have a statement that the corporation
will furnish to any stockholders upon request and without charge, a full or
summary statement of the designations, preferences and relative, participating,
optional or other special rights of the various classes of stock or series
thereof and the qualifications, limitations or restrictions of such rights, and,
if the corporation shall be authorized to issue only special stock, such
certificate shall set forth in full or summarize the rights of the holders of
such stock.
(3) Facsimile Signatures: Whenever any certificate is countersigned or
otherwise authenticated by a transfer agent or transfer clerk, and by a
registrar, then a facsimile of the signatures of the officers or agents of the
corporation may be printed or lithographed upon such certificate in lieu of the
actual signatures. In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates, or whose facsimile signature or signatures shall
have been used thereon, had not ceased to be the officer or officers of such
corporation.
(4) Lost Certificates: The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the
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corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.
(5) Transfer of Stock: Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
(6) Closing of Transfer Books: The directors may prescribe a period not
exceeding sixty days prior to any meeting of the stockholders during which no
transfer of stock on the books of the corporation may be made, or may fix a day
not more than sixty days prior to the holding of any such meeting as the day as
of which stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice or to vote at such meeting.
(7) Registered Stockholders: The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for calls
and assessments a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Nevada.
ARTICLE VII
Indemnification of Officers, Directors, Employees and Agents; Advancement
of Expenses; Insurance and Other Financial Arrangements
(1) The corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, has no reasonable
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cause to believe his conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere, or its equivalent, does not of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.
(2) The corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with a defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
(3) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (1) and (2), or in defense
of any claim, issue or matter therein, he must be indemnified by the corporation
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.
(4) Any indemnification under subsections (1) and (2), unless ordered by a
court, must be made by the corporation only as authorized in the specific case
upon a determination that the indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be made:
(a) By the stockholders; or
(b) By the board of directors by majority vote of a quorum consisting
of directors who were not parties to the act, suit or proceeding; or
(c) If a majority vote of a quorum consisting of directors who were
not parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the
act, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
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(5) The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the certificate
or articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection (2), may not
be made to or on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional misconduct, fraud or
a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
(6) The corporation may purchase and maintain insurance or make other
financial arrangements, pursuant to Section 78.752 of the Nevada Revised
Statutes, on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise for any liability asserted against him
and liability and expenses incurred by him in his capacity as a director,
officer, employee or agent, or arising out of his status as such, whether or not
the corporation has the authority to indemnify him against such liability and
expenses.
ARTICLE VIII
General Provisions
(1) Dividends: Dividends upon the capital stock of the corporation, subject
to the provisions of the articles of incorporation, if any, may be declared by
the board of directors at any regular or special meeting pursuant to law.
Dividends may be paid in cash, in property, or in shares. of the capital stock,
subject to the provisions of the articles of incorporation.
(2) Reserves: Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserves in the
manner in which it was created.
(3) Checks: All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
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(4) Fiscal Year: The fiscal year of the corporation shall be begin on
January 1, unless otherwise fixed by resolution of the board of directors.
ARTICLE IX
Amendments
These bylaws may be altered or repealed at any annual meeting of the
stockholders at any special meeting of the stockholders if notice of such
alteration or repeal be contained in the notice of such special meeting.
DATED: May _____, 2000.
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Amanda Kerr, Secretary
