ONECAP
A Nevada Corporation
Exhibit 3b
By-Laws of the Company Adopted June 7, 1999
CODE OF BYLAWS
OF
OneCap
ARTICLE I
IDENTIFICATION
Section 1.01. Name. The name of the corporation is
OneCap.
Section 1.02. Registered Office and Resident Agent.
The address of the registered office of the corporation is
1700 Bank of America Plaza, 300 South Fourth Street, Las
Vegas, Nevada 89101; and the name of the resident agent at
this address is LIONEL SAWYER & COLLINS, LTD.
Section 1.03. Fiscal Year. The fiscal year of the
corporation shall begin on the 1st day of January in each
year and end on the 31st day of December next following.
ARTICLE II
STOCK
Section 2.01. Issuance of Shares. Shares of stock may
be issued for labor, services, personal property, real
estate or leases thereof or for money from time to time by
the Board of Directors. Treasury shares may be disposed of
by the corporation for such consideration as aforesaid from
time to time by the Board of Directors.
Section 2.02. Payment of Shares. The consideration for
the issuance of shares may be paid, in whole or in part, in
money, in other property, as aforesaid, or in labor or
services actually performed for the corporation. When
payment of the consideration for which shares are to be
issued shall have been received by the corporation, such
shares shall be deemed to be fully paid and no assessable.
Future services shall not constitute payment or part payment
for shares of the corporation. In the absence of fraud in
the transaction, the judgment of the Board of Directors as
to the value of the consideration received for shares shall
be conclusive. No certificate shall be issued for any share
until the share is fully paid.
Section 2.03. Certificates Representing Shares. Each
holder of the shares of stock of the corporation shall be
entitled to 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.
Section 2.04. Transfer of Stock. The corporation shall
register a transfer of a stock certificate presented to it
for transfer if:
(a) Endorsement. The certificate is properly
endorsed by the registered holder or by his duly authorized
attorney;
(b) Witnessing. The endorsement or endorsements
are witnessed by one witness unless this requirement is
waived by the Secretary of the corporation;
(c) Adverse Claims. The corporation has no notice
of any adverse claims or has discharged any duty to inquire
into any such claims;
(d) Collection of Taxes. There has been
compliance with any applicable law relating to the
collection of taxes.
ARTICLE III
THE STOCKHOLDERS
Section 3.01. Place of Meetings. Meetings of the
stockholders of the corporation shall be held at the office
of Messrs. Lionel Sawyer & Collins, Ltd., legal counsel to
the corporation, 1700 Bank of America Plaza, 300 South
Fourth Street Las Vegas, Nevada, 89101, or at any other
place within or without the State of Nevada as may be
designated in the notice thereof.
Section 3.02. Annual Meetings. Unless the stockholders
shall have executed and delivered a written consent electing
at least one-fourth of the directors annually, the annual
meeting of the stockholders shall be held each year at the
principal office of the corporation at the hour of 10:00
o'clock A.M. on the anniversary date of the incorporation of
this corporation, if this day shall fall on a normal
business day, and if not, then on the first following normal
business day. Failure to hold the annual meeting at the
designated time shall not work a forfeiture or dissolution
of the corporation.
Section 3.03. Special Meetings. Special meetings of
the stockholders may be called by the President, the Board
of Directors, or by the Secretary at the written request
(stating the purpose or purposes for which the meeting is
called) of the holders of not less than one-tenth of all the
shares entitled to vote at the meeting.
Section 3.04. Notice of Meetings: Waiver. Written
notice stating the place, day, and hour of the meeting and,
in case of a special meeting the purpose or purposes for
which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date
of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or
persons calling the meeting, to each registered holder
entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail addressed to the registered holder at his
address as it appears on the stock transfer books of the
corporation, with postage on it prepaid. Waiver by a
stockholder in writing of notice of a stockholders' meeting
shall constitute a waiver of notice of the meeting, whether
executed and/or delivered before or after such meeting.
Section 3.05. Quorum. A majority of the shares
entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the stockholders. The
stockholders present at a duly organized meeting may
continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a
quorum. The act of a majority of the shares entitled to vote
at a meeting at which a quorum is present shall be the act
of the stockholders, unless a greater number is required by
applicable law.
Section 3.06. Proxies. A stockholder may vote either
in person or by proxy executed in writing by the stockholder
or by his duly authorized attorney-in-fact. No proxy shall
be valid after six months from the date of its creation,
unless the stockholder provides for a longer period, not
exceeding seven years in the proxy.
Section 3.07. Action Without A Meeting. Any action
that may be taken at a meeting of the stockholders, or of a
committee, may be taken without a meeting if a consent in
writing, setting forth the actions taken, shall be signed by
the stockholders, or the members of the committee, holding
at least a majority of the voting power, unless a greater
proportion of voting power is required for such an action at
a meeting, as the case may be.
ARTICLE IV
THE BOARD OF DIRECTORS
Section 4.01. Number and Qualifications.. The business
and affairs of the corporation shall be managed by a Board
of one (1) Director. The number of directors may from time
to time be increased or decreased to not less than one (1)
nor more than fifteen (15) by the stockholders, or Board of
Directors.
Section 4.02. Election. Members of the initial Board
of Directors shall hold office until the first annual
meeting of stockholders and until their successors shall
have been elected and qualified. At the first annual meeting
of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors to hold office until the
next succeeding annual meeting. Each director shall hold
office for the term for which he is elected and until his
successor shall be elected and qualified or until his
earlier resignation or removal. Notwithstanding anything
herein to the contrary, any director may be removed from
office at any time by the vote or written consent of
stockholders representing not less than two outstanding
stock entitled to vote.
Section 4.03. Vacancies. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of
the majority of the remaining directors though less than a
quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his
predecessor in office, subject to removal as aforesaid.
Section 4.04. Place of Meeting. The Board of
Directors, annual, regular or special, may be held either
within or without the State of Nevada.
Section 4.05. Annual Meetings. Immediately after the
annual meeting of the stockholders, the Board of Directors
may meet each year for the purpose of organization, election
of officers, and consideration of any other business that
may properly be brought before the meeting. No notice of any
kind to either old or new members of the Board of Directors
for this annual meeting shall be necessary.
Section 4.06. Other Meetings. Other meetings of the
Board of Directors may be held upon notice by letter,
facsimile, cable, or electronic mail, delivered for
transmission not later than during the third day immediately
preceding the day for the meeting, or by word of mouth,
telephone, or radiophone received not later than during the
second day preceding the day for the meeting, upon the call
of the President or Secretary of the corporation at any
place within or without the State of Nevada. Notice of any
meeting of the Board of Directors may be waived in writing
signed by the person or persons entitled to the notice,
whether before or after the time of the meeting. Neither the
business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the
notice or waiver of notice of the meeting.
Section 4.07. Quorum. A majority of the number of
directors holding office shall constitute a quorum for the
transaction of business. The act of the majority of the
directors present at a meeting at which a quorum has been
achieved shall be the act of the Board of Directors unless
the act of a greater number is required by applicable law.
Section 4.08. Action Without A Meeting. Any action
that may be taken at a meeting of the directors, or of a
committee, may be taken without a meeting if a consent in
writing, setting forth the actions taken, shall be signed by
all of the directors, or all of the members of the
committee, as the case may be.
Section 4.09. Loans. The Board of Directors shall have
the following power with respect to the lending of funds:
(a) Loan of Funds. Generally. To lend money in
furtherance of any of the purposes of the corporation; to
invest the funds of the corporation from time to time; and
to take and hold any property as security for the payment of
funds so loaned or invested.
(b) Loan to Employees. To lend money to its
employees, other than its officers and directors, and to
otherwise assist its employees, officers, and directors.
ARTICLE V
THE OFFICERS
Section 5.01. Officers. The officers of the
corporation shall consist of a President, Secretary and
Treasurer, and may also include a Chairman of the Board, one
or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers, or such other officers or assistant officers or
agents as may be provided herein, or otherwise deemed
necessary, from time to time by the Board of Directors.
Officers need not be directors of the corporation. Each
officer so elected shall hold office until his successor is
elected and qualified, but shall be subject to removal at
any time by the vote or written consent of a majority of the
directors. Any officer may resign at any time upon written
notice to the Secretary of the corporation.
Section 5.02. Vacancies. Whenever any vacancies shall
occur in any office by death, resignation, increase in the
number of offices of the corporation, or otherwise, the same
shall be filled by the Board of Directors, and the officer
so elected shall hold office until his successor is elected
and qualified, subject to removal as aforesaid.
Section 5.03. The Chairman of the Board of Directors.
The Chairman of the Board of Directors shall preside at all
meetings of the directors, discharge all duties incumbent
upon the presiding officer, and perform such other duties as
the Board of Directors may prescribe.
Section 5.04. The President. The President shall have
active executive management of the operations of the
corporation, subject, however, to the control of the Board
of Directors. He shall preside at all meetings of
stockholders, discharge all the duties incumbent upon a
presiding officer, and perform such other duties as this
Code of Bylaws provides or the Board of Directors may
prescribe. The President shall have full authority to
execute proxies in behalf of the corporation, to vote stock
owned by it in any other corporation, and to execute powers
of attorney appointing other corporations, partnerships, or
individuals the agent of the corporation.
Section 5.05. The Vice President. The Vice President
shall perform all duties incumbent upon the President during
the absence or disability of the President, and shall
perform such other duties as this Code of Bylaws may provide
or the Board of Directors may prescribe.
Section 5.06. The Secretary. The Secretary shall
attend all meetings of the stockholders and of the Board of
Directors, and shall keep a true and complete record of the
proceedings of these meetings. He shall be custodian of the
records of the, corporation. He shall attend to the giving
of all notices and shall perform such other duties as this
Code of Bylaws may provide or the Board of Directors may
prescribe.
Section 5.07. The Treasurer. The Treasurer shall keep
correct and complete records of account, showing accurately
at all times the financial condition of the corporation. He
shall be the legal custodian of all moneys, notes,
securities, and other valuables that may from time to time
come into the possession of the corporation. He shall
immediately deposit alI funds of the corporation coming into
his hands in some reliable bank or other depositary to be
designated by the Board of Directors, and shall keep this
bank account in the name of the corporation. He shall
furnish at meetings of the Board of Directors, or whenever
requested, a statement of the financial condition of the
corporation, and shall perform such other duties as this
Code of Bylaws may provide or the Board of Directors may
prescribe. The Treasurer may be required to furnish bond in
such amount as shall be determined by the Board of
Directors.
Section 5.08. Transfer of Authority. In case of the
absence of any officer of the corporation, or for any other
reason that the Board of Directors may deem sufficient, the
Board of Directors; may transfer the powers or duties or
that officer to any other officer or to any director or
employee of the corporation, provided a majority of the full
Board of Directors concurs.
ARTICLE VI
NEGOTIABLE INSTRUMENTS. DEEDS. AND CONTRACTS
All checks, drafts, notes, bonds, bills of exchange,
and orders for the payment of money of the corporation; all
deeds, mortgages, and other written contracts and agreements
to which the corporation shall be a party; and all
assignments or endorsements of stock certificates,
registered bonds, or other securities owned by the
corporation shall, unless otherwise required by law, or
otherwise authorized by the Board of Directors as
hereinafter set forth, be signed by the President or by
anyone of the following officers: Vice President, Secretary,
or Treasurer. The Board of Directors may designate one or
more persons, officers or employees of the corporation, who
may, in the name of the corporation and in lieu of, or in
addition to, those persons hereinabove named, sign such
instruments; and may authorize the use of facsimile
signatures of any of such persons. Any shares of stock
issued by any other corporation and owned or controlled by
the corporation may be voted at any stockholders' meeting of
the other corporation by the President of the corporation,
if he be present; or, in his absence, by the Secretary of
the corporation and, in the event both the President and
Secretary shall be absent, then by such person as the
President of the corporation shall, by duly executed proxy,
designate to represent the corporation at such stockholders'
meeting.
ARTICLE VII
INDEMNIFICATION OF OFFTCERS, DIRECTORS,
EMPLOYEES AND AGENTS: INSURANCE
Section 7.01. Indemni1y for Claims Not in Name of
Corporation. The corporation must indemnify, to the maximum
extent permitted by the law, 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 such 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, 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 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.
Section 7.02. Indemnity for Claims in Name of
Corporation. The corporation must indemnify, to the maximum
extent permitted by the law, 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 he
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
attorneys' 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 which he
reasonably believed to be in or not opposed to the best
interests of the corporation, but no indemnification shall
be made in respect of any claim, issue or matter as to which
such person has been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation
unless and onIy to the extent that the court in which such
action or suit was brought determines upon application that,
despite the adjudication of Iiability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the
court deems proper.
Section 7.03. Success on Merits. 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' sections 7.01 and
7.02, or in defense of any claim. issue or matter therein,
he shall be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred
by him in connection therewith.
Section 7.04. Determination of Standard of Conduct.
Any indemnification under sections 7.01 and 7.02, 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 sections 7.01
and 7.02. Such determination shall be made:
(a) By the stockholders;
(b) By the Board of Directors by majority vote of
a quorum consisting of directors who were not parties to
such act, suit or proceeding;
(c) If such a quorum of disinterested directors
so orders, by independent legal counsel in a written
opinion; or
(d) If such a quorum of disinterested directors
cannot be obtained, by independent legal counsel in a
written opinion.
Section 7.05. Expenses. Expenses incurred in defending
a civil, criminal, administrative or investigative action,
suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding
as authorized by the Board of Directors in the specific case
upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount
unless it is ultimately determined that he is entitled to be
indemnified by the corporation as authorized in this
section.
Section 7.06. Other Sources of Indemnity. The
indemnification provided by this section:
(a) Does not exclude any other rights to which a
person seeking indemnification may be entitled under any
article of incorporation, 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; and
(b) Shall 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.
Section 7.07. Insurance. The corporation may 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 the provisions of
this section.
ARTICLE VII
AMENDMENTS
Section 8.01. The power to alter, amend, or repeal
this Code of Bylaws, or adopt a new Code of Bylaws, is
vested in the Board of Directors, but the affirmative vote
of a majority of the Board of Directors holding office shall
be necessary to effect any such action.
I hereby certify that the foregoing Bylaws are a true
and correct copy of the Bylaws of OneCap as adopted on the
day of ,1999.
/S/Steven D. Molasky,
Secretary
