Bylaws
BYLAWS
OF
COMMUNICATE NOW .COM INC.
a Delaware corporation
ARTICLE I
OFFICES
1.01 Registered Office. The registered office shall be located in
Wilmington, Delaware. The registered agent in charge thereof shall be The
Company Corporation.
1.02 Principal Office. The principal office or the corporation shall be
located at 3402 Red Bud, Temple, Texas 76502.
1.03 Other Offices. The corporation may also have offices at such other
places located 1Nithin or 1Nithout the State or Delaware as the Board or
Directors may from time to time determine, or as the business or the corporation
may require.
ARTICLE II
SEAL
2.01 Seal. The corporate seal shall have inscribed thereon the name or the
corporation, -the year or its organization and the words "Corporate Seal,
Delaware".
ARTICLE III
MEETINGS OF SHAREHOLDERS
3.01 Location of Meetings. Meetings or shareholders shall be held at the
registered office of the corporation in this state or at such place, either
within or without this state, as shall be specified in the notice or the meeting
or in a duly executed waiver thereof. Meetings of shareholders may be held by
means or conference telephone or similar communications equipment by means or
which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose or objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
3.02 Annual Meetings. An annual meeting or shareholders shall be held on
the second Tuesday or April, commencing in the year 2001, if not a legal
holiday, and if a legal holiday, then on the next business day rollo1Ning, at
the time aforesaid. The date and time or the annual meeting or shareholders may
be changed by appropriate resolutions or the Board of Directors, to a time
within sixty (60) days before or rollo1Ning the date stated herein. At this
meeting, the shareholders shall elect a Board or Directors, and may transact
other business property brought before the meeting.
3.03 Election of Directors. Elections or the directors or the corporation
need not be by written ballot, except upon demand by a stockholder at the
election and before voting begins.
3.04 Special Meetings. Special meetings of the stockholders may be called
at any time by the Chairman of the Board, if one is elected, the President, the
Secretary upon resolution by the Board of Directors, or the stockholders
entitled to cast at least one-fifth of the votes which all stockholders are
entitled to cast at the particular meeting. At any time, upon written request of
any person or persons duly calling a special meeting, it shall be the duty of
the Secretary to fix the date of the meeting, to be held not more than sixty
(60) days after receipt of the request, and to give due notice thereof. If the
Secretary shall neglect or refuse to fix the date of the meeting and give notice
thereof, the person or persons calling the meeting may do so.
Business transacted at all special meetings shall be confined to the
objects stated in the call and matters germane thereto, unless all stockholders
entitled to vote are present and consent.
Written notice of a special meeting of stockholders stating the time and
place and object thereof, shall be given to each stockholder entitled to vote
thereat at least ten (10) days before such meeting, unless a greater period of
notice is required by statute in a particular case.
3.05 Quorum and Adjournment. A majority of the outstanding shares of the
corporation entitled to vote, presented in person or by proxy, shall constitute
a quorum at a meeting of stockholders. In all matters other than the election of
directors or where required by the provisions of the Delaware General
Corporation Law, the affirmative vote of the shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders. Directors shall be elected by a plurality
of the votes of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors.
Where a separate vote by a class or classes is required, a majority of the
outstanding shares of such class or classes, present in person or represented by
proxy, shall constitute a quorum entitled to take action with respect to that
vote on that matter and the affirmative vote of the majority of shares of such
class or classes present in person or represented by proxy at the meeting shall
be the act of such class.
If less than a majority of the outstanding shares entitled to vote is
represented at a meeting, a majority of the shares so represented at a meeting,
a majority of the shares so represented may adjourn the meeting from time to
time without further notice. At such adjourned and subsequently reconvened
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the adjourned meeting or
originally notice. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
3.06 Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but not such proxy shall be voted or acted upon after three (3) years
from its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation generally. All
proxies shall be filed with the Secretary of the meeting before being voted
upon.
3.07 Determination of Stockholders Entitled to Vote. The Board of Directors
of the corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof by adopting a
resolution fixing a record date for such determination; PROVIDED, HOWEVER, that
the record date shall not (a) precede the date on which the resolution fixing
such record date is adopted by the Board of Directors, or (b) be more than sixty
(60) or less than ten (10) days before the date of such meeting.
If no record date is fixed by the Board of Directors, the record date for
such determination shall be at the close of business on the day next preceding
the day on which notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held.
A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
PROVIDED, HOWEVER, that the Board of Directors may fix a new record date for the
adjournment. and subsequently reconvened meeting.
3.08 Notice of Meetings. Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall tie given
which shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.
Unless otherwise provided by law, written notice of any meeting shall be
given to each stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days ( before the date of the meeting.
3.09 Determination of Stockholders Entitled to Consent. The Board of
Directors may determine the stockholders entitled to consent to a corporate
action in writing without a meeting by adopting a resolution fixing a record
date for such determination; PROVIDED, HOWEVER, that the record date shall not
(a) precede the date on which the resolution fixing such record date is adopted,
(b) be more than ten (10) days after the date the resolution fixing such record
date is adopted by the Board of Directors, or ( c) less than ten (10) days or
more than (60) days before the date of such meeting.
If no record date is fixed by the Board of Directors, the record date for
such determination (when no prior action by the Board of Directors is required
by statute) shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the corporation
by delivery to (i) its registered office in Delaware, (ii) its principal place
of business, or (iii) an officer or agent of the corporation having custody of
the book in which proceedings of stockholders' meetings are recorded. Delivery
shall be made by hand or by certified or registered mail, return receipt
requested.
If no record date has been fixed by the Board of Directors and prior action
by the Board of Directors is required by statute, the record date shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.
3.10 Consent In Lieu of Meetings. Any action required or permitted to be
taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
corporation by delivery to 0) its registered office in Delaware, (ii) its
principal place of business, or (iii) an officer or agent of the corporation
having custody of the book in which proceedings of stockholders' meetings
are recorded. Delivery shall be made by hand or by certified or registered mail,
return receipt requested.
Every written consent must be signed by, and bear the date of signature of,
each stockholder . No written consent shall be effective to take the corporate
action referred to therein unless within sixty (60) days of the earliest dated
consent delivered to the corporation in the manner required in Section 3.09
above, written consents signed by a sufficient number of holders to take action
are delivered to the corporation.
Prompt notice of the taking of the corporate action without a meeting by
less that unanimous written consent shall be given to those stockholders who
have not consented in writing.
3.11 List of Stockholders. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
No share of stock upon which any installment is due and unpaid shall be voted at
any, meeting. The list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present
ARTICLE IV
DIRECTORS
4.01 Qualification, Election and Term. The business and affairs of this
corporation shall be managed by its Board of Directors. The number of members to
constitute the Board of Directors shall be as established by resolution of the
Board of Directors, or by an action of the stockholders. The directors need not
be residents of this state or stockholders in the corporation. They shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors at the annual meting of stockholders of the corporation. Each director
shall be elected for the term of one year, and until his successor shall be
elected and shall qualify or until his earlier resignation or removal.
4.02 Powers. The Board of Directors shall exercise all of the powers of the
corporation except such as are by law, or by the Certificate of Incorporation of
the corporation or by these Bylaws conferred upon or reserved to the
stockholders.
4.03 Good Faith Reliance; Extent. A member of the Board of Directors, or a
member of any committee designated by the Board of Directors under Section 4.09
hereof, shall be fully protected in relying in good faith upon the records of
the corporation and upon such information, opinions, reports or statements
presented to the corporation by any of its officers or employees, or committees
of the Board of Directors, or by any other person as to matters the director
reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
corporation, as to the value and amount of the assets, liabilities and/or net
profits of the corporation, or any other facts pertinent to the existence and
amount of surplus or other funds from which dividends might properly be declared
and paid, or with which the corporation's stock might properly be purchased
or redeemed.
4.04 Annual, Regular and Special Meetings. The Board of Directors may hold
its meetings, and have an office or offices, outside this state.
Annual meetings of the directors shall be held immediately after the annual
meeting of the stockholders, or if a quorum is not then present, at a time and
place to be determined by the Chairman of the Board.
Regular meetings of the Board shall be held without notice at the
registered office of the corporation, at such time and place a shall be
determined by the Board.
Special meetings of the board may be called by the Chairman of the Board,
if one is elected, or the President on ten (10) days notice to each director,
either personally or by mail or by telegram; (special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of a majority of the directors in office.
4.05 Quorum. A majority of the total number of directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board there
shall be less than a quorum present, a majority of those present may adjourn the
meeting from time to time until a quorum is obtained, and no further notice
thereof need be given other than by announcement at the meeting which shall be
so adjourned.
4.06 Consent In Liu of Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
4.07 Conference Telephone. One or more directors may participate in a
meeting of the Board, of a committee of the Board or of the stockholders, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other;
participation in this manner shall constitute presence in person at such
meeting.
4.08 Compensation. Directors as such, shall not receive any stated salary
for their services, but by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board, PROVIDED that nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
4.09 Appointment of Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one (I) or more committees,
each committee to consist of one (I) or more directors. Any such committee, to
the extent provided in the resolution of the Board creating such committee,
shall have and may exercise all of the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation, and
may authorize the corporation's seal to be affixed to all papers which may
require it PROVIDED, HOWEVER, that no committee shall have any power or
authority to (i) amend the certificate of incorporation, EXCEPT, to the extent
authorized by resolution providing for issuance of shares of stock adopted by
the Board of Directors, a committee may fix the designations and preferences or
rights of shares relating to dividends, redemption, dissolution, distribution of
assets of the corporation, or the conversion of shares into, or the exchange of
shares for shares of any other class or classes, or series of the same or any
other class or classes of stock, or fix the number of shares of any series of
stock or increase or decrease the number of shares of any series; (ii) adopt an
agreement of merger or consolidation; (iii) recommend to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets; (iv) recommend to the stockholders a dissolution of the
corporation or a revocation of a dissolution (v) amend the bylaws of the
corporation; (vi) declare a dividend; (vii) authorize the issuance of stock; or
(viii) adopt a certificate of ownership or merger.
The Board of Directors may provide that in the absence or disqualification
of a member of a committee, the member or members present at any meeting and not
disqualified from voting may unanimously appoint another member of the Board to
act at a meeting in place of such absent or disqualified committee member. The
Board of Directors may also designate one (I) or more directors as alternate
committee members who may replace any absent or disqualified member at any
committee meeting.
4.10 Removal. Any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors, except that when cumulative voting is
permitted, if less than the entire Board is to be removed, no director may be
removed without cause if the votes cast against his removal would be sufficient
to elect him if then cumulatively voted at an election of the entire Board of
Directors, or, if there be classes of directors, at an election of the class of
directors of which he is a part
ARTICLE V
OFFICERS
5.01 Title and Number. The executive officers of the corporation shall be
chosen by the directors and shall be a President and Secretary. The Board of
Directors may also choose a Chairman of the Board, one or more Vice Presidents,
a Treasurer, and such other officers as it shall deem necessary. Any number of
offices may be held by the same person. None of the officers of the corporation
need to directors. The officers shall be elected at the first meeting of the
Board of Directors after each annual meeting.
5.02 Salaries. Salaries of all officers and agents of the corporation shall
be fixed by the Board of Directors.
5.03 Term of Office. The officers of the corporation shall hold office for
one year and until their successors are chosen and have qualified. Any officer
or agent elected or appointed by the Board may be removed by the Board of
Director whenever in its judgment the best interest of the corporation will be
served thereby.
5.04 Chairman of the Board. The Chairman of the Board of Directors, if one
is elected, shall preside at all meetings of the Board of Directors and he shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.
5.05 President. The President shall be the chief executive officer of the
corporation; he shall preside at all meetings of the stockholders and directors;
he shall have general and active management of the business of the corporation,
shall see that all orders and resolutions of the Board are carried into effect,
subject, however, to the right of the directors to delegate any specific powers,
except such as may be by statute exclusively conferred on the President to any
other officer or officers of the corporation. He shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the corporation. He
shall be EX-OFFICIO a member of all committees, and shall have the general power
and duties of supervision and management usually vested in the office of
President of a corporation.
5.06 Vice-President. Each Vice President shall have such powers and shall
perform such duties as shall be assigned to him by the Board of Directors.
5.07 Secretary. The Secretary shall attend all sessions of the Board and
all meetings of the stockholders and act as clerk thereof, and record all the
votes of the corporation and the C" minutes of all its transactions in a
book to be kept for the purpose, and shall perform like duties for all
committees of the Board of Directors when required. He shall give, or cause to
be given, notice of all meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, and under whose supervision he shall be. He shall
keep in safe custody the corporate seal of the corporation, and when authorized
by the Board, affix the same to any instrument requiring it
5.08 Treasurer. If a Treasurer is elected or appointed, the Treasurer shall
have custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation, and shall keep the moneys of the corporation in a separate account
to the credit of the corporation. He shall disburse the funds of the corporation
as may be ordered by the Board, taking proper vouchers for such disbursements,
and shall render to the President and directors, at the regular meetings of the
Board, or whenever they may require it, an account of all his transactions as
Treasure and of the financial condition of the corporation.
5.09 Other Officers and Agents. The Board of Directors may appoint such
other officers and agents as it may deem advisable, 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 of Directors.
ARTICLE VI
INDEMNIFICATION
6.01 Persons and Extent. Subject to the provisions of Section 145 of the
Delaware General Corporation Law, the corporation may indemnify any person who:
(a) was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, 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 such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
(b) 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 attorney's fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnify for such expenses
which the Court of Chancery or such other court shall deem proper.
Any indemnification under subsections (a) and (b) of this section, unless
ordered by a court, shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section.
Such determination shall be made (I) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not obtainable,
or, even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.
6.02 Expenses and Costs. To the extent that a director, officer, employee
or agent of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 6.01 or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Article VI. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.
The indemnification and advancement of expenses provided by, or granted
pursuant to, any provision of this Article shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
The indemnification and advancement of expenses provided by, or granted
pursuant hereto shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
6.03 Insurance. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under this section.
ARTICLE VII
VACANCIES
7.01 Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, shall be filled by the
Board of Directors. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, although less than a quorum, or by a sole
remaining director. If at any time, by reason of death or resignation or other
cause, the corporation should have no directors in office, then any officer or
any stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of stockholders in
accordance with the provisions of these Bylaws.
7.02 Resignations Effective at Future Date. A resignation of a director
shall be effective only upon the date accepted by the Board of Directors or at
such future date as may be agreed to by the Board of Directors. In the event the
resignation of a director is to become effective at a future date, the Board of
Directors, including the director whose resignation is being acted upon, may by
majority vote, elect a replacement director whose election to the Board of
Directors shall become effective on the date such resignation takes effect
7.03 Vacancy of Entire Board. If at any time the corporation should have no
directors in office, then any officer, stockholder or an executor,
administrator, trustee or guardian of a stockholder, or a fiduciary entrusted
with a like responsibility for the person or estate of a stockholder may call a
special meeting of stockholders for the purpose of electing directors, or may
apply to the Court of Chancery, State of Delaware for a decree ordering an
election of directors.
ARTICLE VIII
CORPORATE RECORDS
8.01 Review of Records. Any stockholder of record, in person or by attorney
or other agent, shall, upon written demand under oath stating the purpose
thereof, have the right during the usual hours for business to inspect for any
proper purpose the corporation's stock ledger, a list of its stockholders,
and its other books and records, and to make copies or extracts therefrom. A
proper purpose shall mean a purpose reasonably related to such person's
interest as a stockholder. In every instance where an attorney or other agent
shall be the person who seeks the right to inspection, the demand under oath
shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at its registered
office in this state or at its principal place of business.
ARTICLE IX
STOCK CERTFICATES, DMDENDS, ETC.
9.01 Description. The stock certificates of the corporation shall be
numbered and registered in the share ledger and transfer books of the
corporation as they are issued. They shall bear the corporate seal and shall be
signed by the Chairman or Vice Chairman of the Board of Directors if they be
elected, the President or Vice President, and the Treasurer or a Assistant
Treasurer, or Secretary or Assistant Secretary, and shall be issued to each
stockholder certifying the number of shares of the corporation owned by him.
When such certificates are countersigned (I ) by a transfer agent other than the
corporation or its employee, or (2) by a registrar other than the corporation or
its employee, the signatures of such officers may be facsimiles.
9.02 Transfers. The shares of the corporation shall be transferrable only
upon its books by the holders thereof in person or by their duly authorized
attorneys or legal representatives. Upon such transfer the old certificate shall
be surrendered to the corporation by the delivery thereof to the
10.03 Notice. Wherever written notice is required to be given to any
person, it may be given to such person, either personally or by sending a copy
thereof through the mail, or by telegram, charges prepaid, to his address
appearing on the books of the corporation, or supplied by him to the corporation
for the purpose of notice. If the notice is sent by mail or by telegraph, it
shall be deemed to have been given to the person entitled thereto when deposited
in the United States mail or with a telegraph office for transmission to such
person. Such notice shall specify the place, day and hour of the meeting and, in
the case of a special meeting of stockholders, the general nature of the
business to be transacted.
10.04 Waiver of Notice. Whenever any written notice is required by statute,
or by the Certificate or the Bylaws of this corporation a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice. Except in the case of a special meeting of stockholders, neither
the business to be transacted at nor the purpose of the meeting need be
specified in the waiver of notice of such meeting. Attendance of a person either
in person or by proxy, at any meeting shall constitute a waiver of notice of
such meeting, except where a person attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting was not
lawfully called or convened.
10.05 Disallowed Compensation. Any payments made to an officer or employee
of the corporation such as a salary, commission, bonus, interest, rent, travel
or entertainment expense incurred by him, which shall be disallowed in whole or
in part as a deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer or employee to the corporation to the full extent of
such disallowance. It shall be the duty of the directors, as a Board, to enforce
payment of each such amount disallowed. In lieu of payment by the officer or
employee, subject to the determination of the directors, proportionate amounts
may be withheld from his future compensation payments until the amount owed to
the corporation has been recovered.
ARTICLE XI
ANNUAL STATEMENT
11.01 Financial Statements. The President and Board of Directors shall
present at each annual meeting a full and complete statement of the business and
affairs of the corporation for the preceding year. Such statement shall be
prepared and presented in whatever manner the Board of Directors shall deem
advisable and need not be verified by a certified public accountant.
ARTICLE XII
AMENDMENTS
12.01 Amendments. These Bylaws may be amended or repealed, or new Bylaws
may be adopted, by the Board of Directors; PROVIDED HOWEVER, the conferring of
this power upon the Board of Directors, shall not divest nor limit the power of
the stockholders to adopt, amend or repeal Bylaws.
