BYLAWS
OF
NEVER MISS A CALL, INC.
ARTICLE 1.
OFFICERS
1.1 Business Office
The principal business office ("principal office") of the corporation
shall be located at any place either within or without the state of Nevada
as designated in the corporation's most current Annual Report filed with
the Nevada Secretary of State. The corporation may have such other
offices, either within or without the State of Nevada, as the Board of
Directors may designate or as the business of the corporation may require
from time to time. The corporation shall maintain at its principal office
a copy of certain records, as specified in Section 2.14 of Article 2.
1.2 Registered Office
The registered office of the corporation shall be located within
Nevada and may be, but need not be, identical with the principal office,
provided the principal office is located within Nevada. The address of the
registered office may be changed from time to time by the Board of
Directors.
ARTICLE 2.
SHAREHOLDERS
2.1 Annual Sharholder Meeting
The annual meeting of the shareholders shall be held in January of each year,
or at a date and time fixed by the board of directors, 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 Nevada, 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 subsequent
continuation after adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders asified mail
om that shown in the corporation's current record of shareholders.
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2.4 Notice of Shareholder Meetings
(a) Required Notice Written notice stating the place, day and hour of any
annual or special shareholder meeting shall be delivered not less than 10 nor
more than 60 days before the date of the meeting, either personally or by
mail, by or at the direction of the president, the Board of Directors, or
other persons calling the meeting, to each shareholder of record entitled to
vote at such meeting and to any other shareholder entitled by the laws of the
State of Nevada governing corporations (the "Act") or the Articles of
Incorporation to receive notice of the meeting. Notice shall be deemed to be
effective at the earlier of: (1) When deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid; (2) on the
date shown on the return receipt if sent by registered or certified mail,
return receipt requested, and the receipt if signed by or on behalf of the
addressee; (3) when received; or (4) 5 days after deposit in the United
States mail, if mailed postpaid and correctly addressed to an address,
provided in writing by the shareholder, which is different from that shown
in the corporation's current record of shareholders.
(b) Adjourned Meeting. If any shareholder meeting is adjourned to a
different date, time or place, notice need not be given of the new date,
time and place if the new date, time and place is announced at the meeting
before adjournment. But if a new record date for the adjourned meeting is,
or must be fixed (see Section 2.5 of this Article 2), then notice must be
given pursuant to the requirements of paragraph (a) of this Section 2.4, to
those persons who are shareholders as of the new record date.
(c) Waiver of Notice. A shareholder may waive notice of the meeting
(or any notice required by the Act, Articles of Incorporation or Bylaws), by
a writing signed by the shareholder entitled to the notice, which is
delivered to the corporation (either before or after the date and time stated
in the notice) for inclusion in the minutes of filing with the corporate
records.
A shareholder's attendance at a meeting:
(i) waives objection to lack of notice or defective notice of the
meeting unless the shareholder, at the beginning of the meeting,
objects to holding the meeting or transacting business at the meeting;
and
(ii) waives objection to consideration of a particular matter at the
meeting that is not within the purposes or purpose described in the
meeting notice, unless the shareholder objects to consideration of the
matter when it is presented.
(d) The notice of each special shareholder meeting shall include a
description of the purpose or purposes for which the meeting is called.
Except as provided in this Section 2.4(d), or as provided in the
corporation's Articles, or otherwise in the Act, the notice of an annual
shareholder meeting need not include a description of the purpose or
purposes for which the meeting is called.
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If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the Articles of Incorporaiton (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property; (4) dissolution of the
corporation; or (5) the removal of a director, the notice must so state and
be accompanied by, respectively, a copy or summary of the :(a) articles of
amendment; (b) plan of merger or share exchange; and (c) transaction for
disposition of all, or substantially all of the corporation's property. If
the proposed corporation action creates dissenter's rights, as provided
in the Act, the notice must state that shareholders are, or may be entitled
to assert dissenters' rights, and must be accompanied by a copy of relevant
provisions of the Act. If the corporation issues, or authorizes the issuance
of shares for promissory notes or for promises to render services in the
future, the corporation shall report in writing to all the shareholders the
number of shares authorized or issued, and the consideration received with or
before the notice of the next shareholder meeting. Likewise, if the
corporation indemnifies or advances expenses to an officer or a director, this
shall be reported to all the shareholders with or before notice of the next
shareholder meeting.
2.5 Fixing of Record Date
For the purpose of determining shareholders of any voting group entitled to
notice of or to vote at any meeting of shareholders, or shareholders entitled
to receive payment of any distribution or dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may fix in advance a date as the record date. Such record date
shall not be more than 70 days prior to the date on which the particular
action requiring such determination of shareholders entitled to notice of, or
to vote at a meeting of shareholders, or shareholders entitled to receive a
share dividend or distribution. The record date for determination of such
shareholders shall be at the close of business on:
(a) With respect to an annual shareholder meeting or any special shareholder
meeting called by the Board of Directors or any person specifically
authorized by the Board of Directors or these Bylaws to call a meeting, the
day before the first notice is given to shareholders;
(b) With respect to a special shareholder meeting demanded by the
shareholders, the date the first shareholder signs the demand;
(c) With respect to the payment of a share dividend, the date Board of
Directors authorizes the share dividend;
(d) With respect to actions taken in writing without a meeting (pursuant to
Article 2, Section 2.12, the first date any shareholder signs a consent; and
(e) With respect to a distribution to shareholders, (other than one involving
a repurchase or reacquisition of shares), the date the Board of Directors
authorizes the distribution.
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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 Board of Directors fixes a
new record date, which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.
If no record date has been fixed, the record date shall be the date the
written notice of the meeting is given to shareholders.
2.6 Shareholder List
The officer or agent having charge of the stock transfer books for
shares of the corporation shall, at least ten (10) days before each meeting
of shareholders, make a complete record of the shareholders entitled to
vote at each meeting of shareholders, arranged in alphabetical order, with
the address of and the number of shares held by each. The list must be
arranged by class or series of shares. The shareholder list must be
available for inspection by any shareholder, beginning two business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting. The list shall be available at the
corporation's principal office or at a place in the city where the meeting
is to be held, as set forth in the notice of meeting. A shareholder, his
agent, or attorney is entitled, on written demand, to inspect and, subject
to the requirements of Section 2.14 of this Article 2, to copy the list
during regular business hours and at his expense, during the period it is
available for inspection. The corporation shall maintain the shareholder
list in written form or in another form capable of conversion into written
form within a reasonable time.
2.7 Shareholder Quorum and Voting Requirements
A majority of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. If less than a majority of the outstanding shares
are 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 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. The shareholders present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the meeting and for
any adjournment of that meeting, unless a new record date is or must be set
for that adjourned meeting.
If a quorum exists, a majority vote of those shares present and
voting at a duly organized meeting shall suffice to defeat or enact any
proposal unless the Statutes of the State of Nevada, the Articles of
Incorporation or these Bylaws require a greater-than-majority vote, in
which event the higher vote shall be required for the action to constitute
the action of the corporation.
2.8 Increasing Either Quorum or Voting Requirements
For purposes of this Section 2.8, a "supermajority" quorum is a
requirement that more than a majority of the votes of the voting group be
present to constitute a quorum; and a "supermajority" voting requirement is
any requirement that requires the vote of more than a majority of the
affirmative votes of a voting group at a meeting.
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The Shareholders, but only if specifically authorized to do so by the
Articles of Incorporation, may adopt, amend, or delete a Bylaw which fixes
a "supermajority" quorum or "supermajority" voting requirement.
The adoption or amendment of a Bylaw that adds, changes, or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the
same quorum requirement and be adopted by the same vote required to take
action under the quorum and voting requirement then if effect or proposed
to be adopted, whichever is greater.
A Bylaw that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended, or repealed by the Board of
Driectors.
2.9 Proxies
At all meetings of shareholders, a shareholder may vote in person, or
vote by written proxy executed in writing by the shareholder or executed by
his duly authorized attorney-in-fact. Such proxy shall be filed with the
secretary of the corporation or other person authorized to tabulate votes
before or at the time of the meeting. No Proxy shall be valid after eleven
(11) months from the date of its execution unless otherwise specifically
provided in the proxy or coupled with an interest.
2.10 Voting of Shares
Unless otherwise provided in the articles, each outstanding share
entitled to vote shall be entitled to one vote upon each matter submitted
to a vote at a meeting of shareholders.
Shares held by an administrator, executor, guardian or conservator
may be voted by him, either in person or by proxy, without the transfer of
such shares into his name. Shares standing in the name of a trustee may be
voted by him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without transfer of such shares into
his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if
authority to do so is contained in an appropriate order of the Court by
which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares are transferred into the name of the pledgee, and
thereafter, the pledgee shall be entitled to vote the shares so
transferred.
Shares of its own stock belonging to the corporation or held by it in
a fiduciary capacity shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total number of
outstanding shares at any given time.
Redeemable shares are not entitled to vote 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 the redemption price on
surrender of the shares
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2.11 Corporation's Acceptance of Votes
(a) If the name signed on a vote, consent, waiver, or
proxy appointment corresponds to the name of a
shareholder, the corporation, if acting in good
faith, is entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect
as the act of the shareholder.
(b) If the name signed on a vote, consent, waiver, or
proxy appointment does not correspond to the name
of its shareholder, the corporation, if acting in
good faith, is nevertheless entitled to accept
the vote, consent, waiver, or proxy appointment
and give it effect as the act of the shareholder
if:
(1) the shareholder is an entity, as
defined in the Act, and the name
signed purports to be that of an
officer or agent of the entity;
(2) 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, or proxy
appointment;
(3) 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 or proxy
appointment;
(4) the name signed purports to be that
of a pledgee, beneficial owner, or
attorney-in-fact of the shareholder
and, if the corporation of the
signatory's authority to sign for
the shareholder has been presented
with respect to the vote, consent,
waiver, or proxy appointment; or
(5) the shares are held in the name of
two or more persons as co-tenants
or fiduciaries and the name signed
purports to be the name of at least
one of the co-owners and the person
signing appears to be acting on
behalf of all the co-owners.
<PAGE>
(c) The corporation is entitled to reject a vote,
consent, waiver, or proxy appointment 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.
(d) The corporation and its officer or agent who
accepts or rejects a vote, consent, waiver, or
proxy appointment in good faith and in accordance
with the standards of this Section 2.11 are not
liable in damages to the shareholder for the
consequences of the acceptance or rejection.
(e) Corporation action based on the acceptance or
rejection of a vote, consent, waiver, or proxy
appointment under this section is valid unless a
court of competent jurisdiction determines
otherwise.
2.12 Informal Action by Shareholders
Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more written
consents, setting forth the action so taken, shall be signed by
shareholders holding a majority of the shares entitled to vote with respect
to the subject matter thereof, unless a "supermajority" vote is required by
these Bylaws, in which case a "supermajority" vote will be required. Such
consent shall be delivered to the corporation secretary for inclusion in
the minute book. A consent signed under this section has the effect of a
vote at a meeting and may be described as such in any document.
2.13 Voting for Directors
Unless otherwise provided in the Articles of Incorporation, directors
are elected by a plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present.
2.14 Shareholders' Rights to Inspect Corporate Records
Shareholders shall have the following rights regarding inspection of
corporate records:
(a) Minutes and Accounting Records - The corporation
shall keep, as permanent records, minutes of all
meetings of its shareholders and Board of
Directors, a record of all actions taken by the
shareholders or Board of Directors without a
meeting, and a record of all actions taken by a
committee of the Board of Directors in place of
the Board of Directors on behalf of the
corporation. The corporation shall maintain
appropriate accounting records.
(b) Absolute Inspection Rights of Records Required at
Principal Office - If a shareholder gives the
corporation written notice of his demand at least
five business days before the date on which he
wishes to inspect and copy, he, or his agent or
attorney, has the right to inspect and copy,
during regular business hours, any of the
following records, all of which the corporation
is required to keep at its principal office:
<PAGE>
(1) its Articles of Incorporation and
all amendments to them currently in
effect;
(2) its Bylaws or restated Bylaws and
all amendments to them currently in
effect;
(3) resolutions adopted by its Board of
Directors creating one or more
classes or series of shares, and
fixing their relative rights,
preferences and limitations, if
shares issued pursuant to those
resolutions are outstanding;
(4) the minutes of all shareholders'
meetings, and records of all action
taken by shareholders without a
meeting, for the past three years;
(5) all written communications to
shareholders within the past three
years, including the financial
statements furnished for the past
three years to the shareholders;
(6) a list of the names and business
addresses of its current directors
and officers; and
(7) its most recent annual report
delivered to the Nevada Secretary
of State.
(c) Conditional Inspection Right - In addition, if a shareholder
gives the corporation a written demand, made in good faith and
for a proper purpose, at least five business days before the
date on which he wishes to inspect and copy, describes with
reasonable particularity his purpose and the records he
desires to inspect, and the records are directly connected to
his purpose, a shareholder of a corporation, or his duly
authorized agent or attorney, is entitled to inspect and copy,
during regular business hours at a reasonable location
specified by the corporation, any of the following records of
the corporation:
(1) excerpts from minutes of any meeting of the Board
of Directors; records of any action of a
committee of the Board of Directors on behalf of
the corporation; minutes of any meeting of the
shareholders; and records of action take by the
shareholders or Board of Directors without a
meeting, to the extent not subject to inspection
under paragraph (a) of this Section 2.14;
(2) accounting records of the corporation; and
(3) the record of shareholders (compiled no earlier
than the date of the shareholder's demand).
<PAGE>
(d) Copy Costs - The right to copy records includes, if
reasonable, the right to receive copies made by photographic,
xerographic, or other means. The corporation may impose a
reasonable charge, to be paid by the shareholder on terms set
by the corporation, covering the costs of labor and material
incurred in making copies of any documents provided to the
shareholder.
(e) "Shareholder" Includes Beneficial Owner - For purposes of this
Section 2.14, the term "shareholder" shall include a
beneficial owner whose shares are held in a voting trust or by
a nominee on his behalf.
2.15 Financial Statements Shall Be Furnished to the Shareholders
(a) The corporation shall furnish its shareholders annual
financial statements, which may be consolidated or combined
statements of the corporation and one or more of its
subsidiaries, as appropriate, that include a balance sheet as
of the end of the fiscal year, an income statement for that
year, and a statement of changes in shareholders' equity for
the year, unless that information appears elsewhere in the
financial statements. If financial statements are prepared
for the corporation on the basis of generally accepted
accounting principles, the annual financial statements for the
shareholders must also be prepared on that basis.
(b) If the annual financial statements are reported upon by a
public accountant, his report must accompany them. If not,
the statements must be accompanied by a statement of the
president or the person responsible for the corporation's
accounting records:
(1) stating his reasonable belief that the statements
were prepared on the basis of generally accepted
accounting principles and, if not, describing the
basis of preparation; and
(2) describing any respects in which the statements
were not prepared on a basis of accounting
consistent with statements prepared for the
preceding year.
(c) A corporation shall mail the annual financial statements to
each shareholder within 120 days after the close of each
fiscal year.
Thereafter, on written request from a shareholder who was not mailed
the statements, the corporation shall mail him the latest financial
statements.
2.16 Dissenters' Rights
Each shareholder shall have the right to dissent from and obtain
payment for his shares when so authorized by the Act, Articles of
Incorporation, the Bylaws, or a resolution of the Board of Directors.
2.17 Order of Business
The following order of business shall be observed at all meetings of
the shareholders, as applicable and so far as practicable:
<PAGE>
(a) Calling the roll of officers and directors
present and determining shareholder quorum
requirements;
(b) Reading, correcting and approving of minutes of
previous meeting;
(c) Reports of officers;
(d) Reports of Committees;
(e) Election of Directors;
(f) Unfinished business;
(g) New business; and
(h) Adjournment.
ARTICLE 3.
BOARD OF DIRECTORS
3.1 General Powers
Unless the Articles of Incorporation have dispensed with or limited
the authority of the Board of Directors by describing who will perform some
or all of the duties of a Board of Directors, all corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of the Board of Directors.
3.2 Number, Tenure and Qualifications of Directors
Unless otherwise provided in the Articles of Incorporation, the
authorized number of directors shall be not less than 1 (minimum number)
nor more than 9 (maximum number). The initial number of directors was
established in the original Articles of Incorporation. The number of
directors shall always be within the limits specified above, and as
determined by resolution adopted by the Board of Directors. After any
shares of this corporation are issued, neither the maximum nor minimum
number of directors can be changed, nor can a fixed number be substituted
for the maximum and minimum numbers, except by a duly adopted amendment to
the Articles of Incorporation duly approved by a majority of the
outstanding shares entitled to vote. Each director shall hold office until
the next annual meeting of shareholders or until his successor shall have
been elected and qualified, or until there is a decrease in the number of
directors. Unless required by the Articles of Incorporation, directors do
not need to be residents of Nevada or shareholders of the corporation.
3.3 Regular Meetings of the Board of Directors
A regular meeting of the Board of Directors shall be held without
other notice 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 for the holding of additional regular
meetings without other notice than such resolution. (If permitted by
Section 3.7, any regular meeting may be held by telephone).
<PAGE>
3.4 Special Meeting of the Board of Directors
Special meetings of the Board of Directors may be called by or at the
request of the president or any one director. 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 Nevada, as the place for
holding any special meeting of the Board of Directors or, if for holding
any special meeting of the Board of Directors or, if permitted by Section
3.7, any special meeting may be held by telephone.
3.5 Notice of, and Waiver of Notice of, Special Meetings of the Board of
Directors
Unless the Articles of Incorporation provide for a longer or shorter
period, notice of any special meeting of the Board of Directors shall be
given at least two days prior thereto, either orally or in writing. If
mailed, notice of any director meeting shall be deemed to be effective at
the earlier of: (1) when received; (2) five days after deposited in the
United States mail, addressed to the director's business office, with
postage thereon prepaid; or (3) the date shown on the return receipt, if
sent by registered or certified mail, return receipt requested, and the
receipt is signed by or on behalf of the director. Notice may also be
given by facsimile and, in such event, notice shall be deemed effective
upon transmittal thereof to a facsimile number of a compatible facsimile
machine at the director's business office. Any director may waive notice
of any meeting. Except as otherwise provided herein, the waiver must be in
writing, signed by the director entitled to the notice, and filed with the
minutes or corporate records. The attendance of a director at a 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 and at the beginning of the meeting, or
promptly upon his arrival, objects to holding the meeting or transacting
business at the meeting, and does not thereafter vote for or assent to
action taken at the meeting. Unless required by the Articles of
Incorporation or the Act, neither the business to be transacted at, nor the
purpose of, any special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
3.6 Director Quorum
A majority of the number of directors fixed, pursuant to Section 3.2
of this Article 3, shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, unless the Articles of
Incorporation or the Act require a greater number for a quorum.
Any amendment to this quorum requirement is subject to the provisions
of Section 3.8 of this Article 3.
Once a quorum has been established at a duly organized meeting, the
Board of Directors may continue to transact corporate business until
adjournment, notwithstanding the withdrawal of enough directors to leave
less than a quorum.
<PAGE>
3.7 Actions By Directors
The act of the majority of the directors present at a meeting at
which a quorum is present when the vote is taken shall be the act of the
Board of Directors, unless the Articles of Incorporation or the Act require
a greater percentage. Any amendment which changes the number of directors
needed to take action is subject to the provisions of Section 3.8 of this
Article 3.
Unless the Articles of Incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct
the meeting through the use of, any means of communication by which all
directors participating may simultaneously hear each other during the
meeting. Minutes of any such meeting shall be prepared and entered into
the records of the corporation. A director participating in a meeting by
this means is deemed to be present in person at the meeting.
A director who is present at a meeting of the Board of Directors or a
committee of the Board of Directors when corporate action is taken is
deemed to have assented to the action taken unless: (1) he objects at the
beginning of the meeting, or promptly upon his arrival, to holding it or
transacting business at the meeting; or (2) his dissent or abstention from
the action taken is entered in the minutes of the meeting; or (3) he
delivers written notice of his dissent or abstention to the presiding
officer of the meeting before its adjournment or to the corporation within
24 hours after adjournment of the meeting. The right of dissent or
abstention is not available to a director who votes in favor of the action
taken.
3.8 Establishing a "Supermajority" Quorum or Voting Requirement for the
Board of Directors
For purposes of this Section 3.8, a "supermajority" quorum is a
requirement that more than a majority of the directors in office constitute
a quorum; and a "supermajority" voting requirement is one which requires
the vote of more than a majority of those directors present at a meeting at
which a quorum is present to be the act of the directors.
A Bylaw that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:
(1) if originally adopted by the shareholders, only
by the shareholders (unless otherwise provided by
the shareholders); or
(2) if originally adopted by the Board of Directors,
either by the shareholders or by the Board of
Directors.
A Bylaw adopted or amended by the shareholders that fixes a
supermajority quorum or supermajority voting requirement for the Board of
Directors may provide that it ay be amended or repealed only by a specified
vote of either the shareholders or the Board of Directors.
Subject to the provisions of the preceding paragraph, action by the
Board of Directors to adopt, amend, or repeal a Bylaw that changes the
quorum or voting requirements for the Board of Directors must meet the same
quorum requirement and be adopted by the same vote required to take action
under the quorum and voting requirement then in effect or proposed to be
adopted, whichever is greater.
<PAGE>
3.9 Director Action Without a Meeting
Unless the Articles of Incorporation provide otherwise, any action
required or permitted to be taken by the Board of Directors at a meeting
may be taken without a meeting if all the directors sign a written consent
describing the action taken. Such consents shall be filed with the records
of the corporation. Action taken by consent is effective when the last
director signs the consent, unless the consent specifies a different
effective date. A signed consent has the effect of a vote at a duly
noticed and conducted meeting of the Board of Directors and may be
described as such in any document.
3.10 Removal of Directors
The shareholders may remove one or more directors at a meeting called
for that purpose if notice has been given that a purpose of the meeting is
such removal. The removal may be with or without cause unless the Articles
of Incorporation provide that directors may only be removed for cause. If
cumulative voting is not authorized, a director may be removed only if the
number of votes cast in favor of removal exceeds the number of votes cast
against removal.
3.11 Board of Director Vacancies
Unless the Articles of Incorporation provide otherwise, if a vacancy
occurs on the Board of Directors, excluding a vacancy resulting from an
increase in the number of directors, the director(s) remaining in office
shall fill the vacancy. If the directors remaining in office constitute
fewer than a quorum of the Board of Directors, they may fill the vacancy by
the affirmative vote of a majority of all the directors remaining in
office.
If a vacancy results from an increase in the number of directors,
only the shareholders may fill the vacancy.
A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled by the Board of
Directors before the vacancy occurs, but the new director may not take
office until the vacancy occurs.
The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his term
expires, he shall continue to serve until his successor is elected and
qualifies or until there is a decrease in the number of directors.
3.12 Director Compensation
Unless otherwise provided in the Articles of Incorporation, by
resolution of the Board of Directors, each director may be paid his
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.
<PAGE>
3.13 Director Committees
(a) Creation of Committees Unless the Articles of
Incorporation provide otherwise, the Board of
Directors may create one or more committees and
appoint members of the Board of Directors to
serve on them. Each committee must have two or
more members, who serve at the pleasure of the
Board of Directors.
(b) Selection of Members The creation of a committee
and appointment of members to it must be approved
by the greater of (1) a majority of all the
directors in office when the action is taken, or
(2) the number of directors required by the
Articles of Incorporation to take such action.
(c) Required Procedures Sections 3.4, 3.5,
3.6, 3.7, 3.8 and 3.9 of this Article 3 apply to
committees and their members.
(d) Authority Unless limited by the Articles of
Incorporation or the Act, each committee may
exercise those aspects of the authority of the
Board of Directors which the Board of Directors
confers upon such committee in the resolution
creating the committee. Provided, however, a
committee may not:
(1) authorizes distributions to
shareholders;
(2) approve or propose to shareholders
any action that the Act requires be
approved by shareholders;
(3) fill vacancies on the Board of
Directors or on any of its
committees;
(4) amend the Articles of
Incorporation;
(5) adopt, amend, or repeal Bylaws;
(6) approve a plan of merger not
requiring shareholder approval;
(7) authorize or approve reacquisition
of shares, except according to a
formula or method prescribed by the
Board of Directors; or
(8) authorize or approve the issuance
or sale, or contract for sale of
shares, or determine the
designation and relative rights,
preferences, and limitations of a
class or series of shares; except
that the Board of Directors may
authorize a committee to do so
within limits specifically
prescribed by the Board of
Directors.
<PAGE>
ARTICLE 4.
OFFICERS
4.1 Designation of Officers
The officers of the corporation shall be a president, a secretary,
and a treasurer, each of whom shall be appointed by the Board of Directors.
Such other officers and assistant officers as may be deemed necessary,
including any vice-presidents, may be appointed by the Board of Directors.
The same individual may simultaneously hold more than one office in the
corporation.
4.2 Appointment and Term of Office
The officers of the corporation shall be appointed by the Board of
Directors for a term as determined by the Board of Directors. If no term
is specified, they shall hold office until the first meeting of the
directors held after the next annual meeting of shareholders. If the
appointment of officers is not made at such meeting, such appointment shall
be made as soon thereafter as is convenient. Each officer shall hold
office until his successor has been duly appointed and qualified, until his
death, or until he resigns or has been removed in the manner provided in
Section 4.3 of this Article 4.
The designation of a specified term does not grant to the officer any
contract rights, and the Board of Directors can remove the officer at any
time prior to the termination of such term.
Appointment of an officer shall not of itself create any contract
rights.
4.3 Removal of Officers
Any officer may be removed by the Board of Directors at any time,
with or without cause. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
4.4 President
The president shall be the principal executive officer of the
corporation and, subject to the control of the Board of Directors, shall
generally supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the
shareholders. He may sign, with the secretary or any other proper officer
of the corporation thereunto duly authorized by the Board of Directors,
certificates for shares of the corporation and deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized
to be executed, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by these Bylaws
to some other officer or agent of the corporation, or shall be required by
law to be otherwise signed or executed. The president shall generally
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.
4.5 Vice-President
If appointed, in the absence of the president or in the event of the
president's death, inability or refusal to act, the vice-president (or in
the event there be 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 appointment) shall perform the
duties of the president, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the president. If there is no
vice-president, then the treasurer shall perform such duties of the
<PAGE>
president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation the issuance of which
have been authorized by resolution of the Board of Directors. A vice-
president shall perform such other duties as from time to time may be
assigned to him by the president or by the Board of Directors.
4.6 Secretary
The secretary shall (a) keep the minutes of the proceedings of the
shareholders and of the Board of Directors in one or more books provided
for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian
of the corporate records and of any seal of the corporation and, if there
is a seal of the corporation, see that it is affixed to all documents, the
execution of which on behalf of the corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the post office address of each
shareholder, as provided to the secretary by the shareholders; (f) sign
with the president, or vice-president, certificates for shares of the
corporation, the issuance of which has been authorized by resolution of the
Board of Directors; (g) have general charge of the stock transfer books of
the corporation; and (h) generally perform all duties incident to the
office of secretary and such other duties as from time to time may be
assigned to him by the president or by the Board of Directors.
4.7 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; (b) receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in
such banks, trust companies, or other depositaries as may be selected by
the Board of Directors; and (c) generally perform all of the duties
incident to the office of treasurer and such other duties as from time to
time may be assigned to him by the president or by the Board of Directors.
If required by the Board of Directors, the treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine.
4.8 Assistant Secretaries and Assistant Treasurers
The assistant secretaries, when authorized by the Board of Directors,
may sign with the president, or a vice-president, certificates for shares
of the corporation, the issuance of which has been authorized by a
resolution of the Board of Directors. The assistant treasurers shall
respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as
the Board of Directors shall determine.
The assistant secretaries and assistant treasurers, generally, shall
perform such duties as may be assigned to them by the secretary or the
treasurer, respectively, or by the president or the Board of Directors.
<PAGE>
4.9 Salaries
The salaries of the officers, if any, shall be fixed from time to
time by the Board of Directors.
ARTICLE 5.
INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS,
AND EMPLOYEES
5.1 Indemnification of Officers, Directors, Employees and Agents
Unless otherwise provided in the Articles of Incorporation, the
corporation shall indemnify any individual made a party to a proceeding
because he is or was an officer, director, employee or agent of the
corporation against liability incurred in the proceeding, all pursuant to
and consistent with the provisions of NRS 78.751, as amended from time to
time.
5.2 Advance Expenses for Officers and Directors
The expenses of officers and directors incurred in defending a civil
or criminal action, suit or proceeding shall be paid by the corporation as
they are incurred and in advance of the final deposition of the action,
suit or proceeding, but only after receipt by the corporation of an
undertaking by or on behalf of the officer or director on terms set by the
Board of Directors, to repay the expenses advanced if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to
be indemnified by the corporation.
5.3 Scope of Indemnification
The indemnification permitted herein is intended to be to the fullest
extent permissible under the laws of the State of Nevada, and any
amendments thereto.
ARTICLE 6.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 Certificates for Shares
(a) Content
Certificates representing shares of the
corporation shall at minimum, state on their face
the name of the issuing corporation; that the
corporation is formed under the laws of the State
of Nevada; the name of the person to whom issued;
the certificate number; class and par value of
shares; and the designation of the series, if
any, the certificate represents. The form of the
certificate shall be as determined by the Board
of Directors. Such certificates shall be signed
(either manually or by facsimile) by the
president or a vice-president and by the
secretary of an assistant secretary and may be
sealed with a corporate seal or a facsimile
thereof. Each certificate for shares shall be
consecutively numbered or otherwise identified.
<PAGE>
(b) Legend as to Class or Series
If the corporation is authorized to issue
different classes of shares or different series
within a class, the designations, relative
rights, preferences, and limitations applicable
to each class and the variations in rights,
preferences, and limitations determined for each
series (and the authority of the Board of
Directors to determine variations for future
series) must be summarized on the front or back
of the certificate indicating that the
corporation will furnish the shareholder this
information on request in writing and without
charge.
(c) Shareholder List
The name and address of the person to whom the
shares are issued, with the number of shares and
date of issue, shall be entered on the stock
transfer books of the corporation.
(d) Transferring Shares
All certificates surrendered to the corporation
for transfer shall be canceled and no new
certificate shall be issued until the former
certificate for a like number of shares shall
have been surrendered and canceled, except that
in case of a lost, destroyed, or mutilated
certificate, a new one may be issued therefore
upon such terms as the Board of Directors may
prescribe, including indemnification of the
corporation and bond requirements.
6.2 Registration of the Transfer of Shares
Registration of the transfer of shares of the corporation shall be
made only on the stock transfer books of the corporation. In order to
register a transfer, the record owner shall surrender the share certificate
to the corporation for cancellation, properly endorsed by the appropriate
person or persons with reasonable assurances that the endorsements are
genuine and effective. Unless the corporation has established a procedure
by which a beneficial owner of shares held by a nominee is to be recognized
by the corporation as the owner, the person in whose name shares stand on
the books of the corporation shall be deemed by the corporation to be the
owner thereof for all purposes.
6.3 Restrictions on Transfer of Shares Permitted
The Board of Directors may impose restrictions on the transfer or
registration of transfer of shares, including any security convertible
into, or carrying a right to subscribe for or acquire shares. A
restriction does not affect shares issued before the restriction as adopted
unless the holders of the shares are parties to the restriction agreement
or voted in favor of the restriction.
<PAGE>
A restriction on the transfer or registration of transfer of shares
may be authorized:
(1) to maintain the corporation's
status when it is dependent on the
number or identity of its
shareholders;
(2) to preserve exemptions under
federal or state securities law; or
(3) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of shares
may:
(1) obligate the shareholder first to
offer the corporation or other
persons (separately, consecutively,
or simultaneously) an opportunity
to acquire the restricted shares;
(2) obligate the corporation or other
persons (separately, consecutively,
or simultaneously) to acquire the
restricted shares;
(3) require the corporation, the
holders of any class of its shares,
or another person to approve the
transfer of the restricted shares,
if the requirement is not
manifestly unreasonable; or
(4) prohibit the transfer of the
restricted shares to designated
persons or classes of persons, if
the prohibition is not manifestly
unreasonable.
A restriction on the transfer or registration of transfer of shares
is valid and enforceable against the holder or a transferee of the holder
if the restriction is authorized by this Section 6.3 and its existence is
noted conspicuously on the front or back of the certificate. Unless so
noted, a restriction is not enforceable against a person without knowledge
of the restriction.
6.4 Acquisition of Shares
The corporation may acquire its own shares and unless otherwise
provided in the Articles of Incorporation, the shares so acquired
constitute authorized but unissued shares.
If the Articles of Incorporation prohibit the reissue of shares
acquired by the corporation, the number of authorized shares is reduced by
the number of shares acquired, effective upon amendment of the Articles of
Incorporation, which amendment shall be adopted by the shareholders, or the
Board of Directors without shareholder action (if permitted by the Act).
The amendment must be delivered to the Secretary of State and must set
forth:
<PAGE>
(1) the name of the corporation;
(2) the reduction in the number of authorized shares,
itemized by class and series; and
(3) the total number of authorized shares, itemized
by class and series, remaining after reduction of
the shares.
ARTICLE 7.
DISTRIBUTIONS
7.1 Distributions
The Board of Directors may authorize, and the corporation may make
distributions (including dividends on its outstanding shares) in the manner
and upon the terms and conditions provided by law.
ARTICLE 8.
CORPORATE SEAL
8.1 Corporate Seal
The Board of Directors may adopt a corporate seal which may be
circular in form and have inscribed thereon any designation, including the
name of the corporation, Nevada as the state of incorporation, and the
words "Corporate Seal."
ARTICLE 9.
EMERGENCY BYLAWS
9.1 Emergency Bylaws
Unless the Articles of Incorporation provide otherwise, the following
provisions shall be effective during an emergency, which is defined as a
time when a quorum of the corporation's directors cannot be readily
assembled because of some catastrophic event. During such emergency:
(a) Notice of Board Meetings
Any one member of the Board of Directors or any
one of the following officers: president, any
vice-president, secretary, or treasurer, may call
a meeting of the Board of Directors. Notice of
such meeting need be given only to those
directors whom it is practicable to reach, any
may be given in any practical manner, including
by publication and radio. Such notice shall be
given at least six hours prior to commencement of
the meeting.
(b) Temporary Directors and Quorum
One or more officers of the corporation present
at the emergency board meeting, as is necessary
to achieve a quorum, shall be considered to be
directors for the meeting, and shall so serve in
order of rank, and within the same rank, in order
of seniority. In the event that less than a
quorum (as determined by Section 3.6 of Article
3) of the directors are present (including any
officers who are to serve as directors for the
meeting), those directors present (including the
officers serving as directors) shall constitute a
quorum.
<PAGE>
(c) Actions Permitted To Be Taken
The Board of Directors, as constituted in
paragraph (b), and after notice as set forth in
paragraph (a), may:
(1) Officers' Powers
Prescribe emergency powers to any
officer of the corporation;
(2) Delegation of Any Power
Delegate to any officer or
director, any of the powers of the
Board of Directors;
(3) Lines of Succession
Designate lines of succession of
officers and agents, in the event
that any of them are unable to
discharge their duties;
(4) Relocate Principal Place of
Business
Relocate the principal place of
business, or designate successive
or simultaneous principal places of
business;
(5) All Other Action
Take any other action which is
convenient, helpful, or necessary
to carry on the business of the
corporation.
ARTICLE 10.
AMENDMENTS
10.1 AMENDMENTS
The Board of Directors may amend or repeal the corporation's Bylaws
unless:
(1) the Articles of Incorporation or the Act reserve
this power exclusively to the shareholders, in
whole or part; or
(2) the shareholders, in adopting, amending, or
repealing a particular Bylaw, provide expressly
that the Board of Directors may not amend or
repeal that Bylaw; or
(3) the Bylaw either establishes, amends or deletes a
"supermajority" shareholder quorum or voting
requirement, as defined in Section 2.8 of Article 2.
<PAGE>
Any amendment which changes the voting or quorum requirement for the
Board of Directors must comply with Section 3.8 of Article 3, and for the
shareholders, must comply Section 2.8 of Article 2.
The corporation's shareholders may also amend or repeal the
corporation's Bylaws at any meeting held pursuant to Article 2.
CERTIFICATE OF THE SECRETARY
I hereby certify that I am the Secretary of Never Miss A Call, Inc.
and that the forgoing Bylaws, consisting of twenty-nine (29) pages,
constitutes the code of Never Miss A Call, Inc. as duly adopted by the
Board of Directors of the Corporation on this 12th day of May, 1999.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 12th day
of May, 1999.
/s/ Robert Gelfand, Secretary
<PAGE>
