ARTICLE II
Directors
Section 1. Powers.
The business of the corporation shall be managed by a Board of Directors
who shall have and may exercise all the powers of the corporation except as
otherwise reserved to the stockholders by law, by the Articles of Incorporation
or by these By-Laws. In the event of a vacancy in the Board of Directors, the
remaining Directors, except as otherwise provided by law, may exercise the
powers of the full Board until the vacancy is filled.
Section 2. Enumeration and Election.
The Board of Directors shall consist of not less than three directors,
except that whenever there shall be only two stockholders the number of
Directors shall be not less than two, and whenever there shall be only one
stockholder the number of Directors shall be not less than one. The Directors
shall be chosen at the annual meeting of the stockholders by such stockholders
as have the right to vote thereon. No Director need be a stockholder and may
exercise all or any of its powers.
Section 3. Vacancies.
Any vacancy at any time existing in the Board may be filled by the Board at
any meeting. The stockholders having voting power may, at a special meeting
called at least in part for the purpose, choose a successor to a Director whose
office is vacant, and the person so chosen shall displace any successor chosen
by the Directors.
Section 4. Enlargement of the Board.
The number of the Board of Directors may be increased and one or more
additional Directors elected at any special meeting of the stockholders, called
at least in part for the purpose, or by the Directors by vote of a majority of
the Directors then in office.
Section 5. Tenure.
Except as otherwise provided by law, by the Articles of Incorporation or by
these By- Laws, Directors shall hold office until the next annual meeting of
stockholders and thereafter until their successors are chosen and qualified. Any
director may resign by delivering his written resignation to the corporation at
its principal office or to the President or Clerk. Such resignation shall be
effective upon receipt unless it is specified to be effective at some other time
or upon the happening of some other event.
Section 6. Regular Meetings.
Regular meetings of the Board of Directors may be held at such times and
places within or without the State of Nevada as the Board of Directors may fix
from time to time and, when so fixed, no notice thereof need be given, provided
that any Director who is absent when such times and places are fixed shall be
given notice of the fixing of such time and places. The first meeting of the
Board of Directors following the annual meeting of the stockholders may be held
without notice immediately after and at the same place as the annual meeting of
the stock-holders or the special meeting held in lieu thereof. If in any year a
meeting of the Board of Directors is not held at such time and place, any action
to be taken may be taken at any later meeting of the Board of Directors with the
same force and effect as if held or transacted at such meeting.
Section 7. Special Meetings.
Special meetings of the Directors may be held at any time and at any place
designated in the call of the meeting, when called by the President or the
Treasurer or by one or more Directors, reasonable notice thereof being given to
each Director by the Clerk, or by the officer or the Director or one of the
Directors calling the meeting.
Section 8. Notice.
It shall be reasonable and sufficient notice to a Director to send notice
by mail at least forty-eight hours or by telegram at least twenty-four hours
before the meeting addressed to him at his usual or last known business or
residence address or to give notice to him in person or by telephone at least
twenty-four hours before the meeting. Notice of a meeting need not be given to
any Director if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any Director who
attends the meeting without protesting prior thereto or at its commencement the
lack of notice to him. A notice or a waiver of notice not need specify the
purposes of the meeting.
Section 9. Quorum.
At any meeting of the Directors, a quorum for any election or for the
consideration of any question shall consist of a majority of the Directors then
in office. Whether or not a quorum is present, any meeting may be adjourned from
time to time by a majority of the votes properly cast upon the question, and the
meeting may be held as adjourned without further notice. When a quorum is
present at any meeting, the votes of a majority of the Directors present shall
be requisite and sufficient for election to any office and shall decide any
question brought before such meeting, except in any case where a larger vote is
required by law, by the Articles of Incorporation or by these By-Laws.
Section 10. Action by Consent.
Any action required or permitted to be taken at any meeting of the
Directors may be taken without a meeting if all the Directors consent to the
action in writing and the written consents are filed with the records of the
meetings of the Directors. Such consent shall be treated for all purposes as a
vote of the Directors at a meeting.
Section 11. Committees.
The Board of Directors, by vote of a majority of the Directors then in
office, may elect from its number an Executive Committee or other committees and
may delegate thereto some or all of its powers except those which by law, by the
Articles of Incorporation, or by these By- Laws they are prohibited from
delegating. Except as the Board of Directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the Board of Directors or in such rules, its business shall be
conducted so far as possible in the same manner as is provided by these By-Laws
for the Board of Directors, All members of such committees shall hold such
offices at the pleasure of the Board of Directors. The Board of Directors may
abolish any such committee at any time. Any committee to which the Board of
Directors delegates any of its powers or duties shall keep records of its
meetings and shall upon request report its action to the Board of Directors. The
Board of Directors shall have power to rescind any action of any committee, but
no such rescission shall have retroactive effect.
ARTICLE III
Officers and Agents
Section 1. Enumeration: Qualification.
The officers of the corporation shall be a President, a Treasurer, a Clerk,
and such other officers, if any, as the incorporators at their initial meeting,
or the Directors from time to time, may in their discretion elect or appoint.
The corporation may also have such agents, if any I as the incorporators at
their initial meeting, or the Directors from time to time, may in their
discretion appoint. Any officer may be but none need be a Director or
stockholder. Any two or more offices may be held by the same person. Any officer
may be required by the Directors to give bond for the faithful performance of
his duties to the corporation in such amount and with such sureties as the
Directors may detern1inc. The premiums for such bonds may be paid by the
corporation.
Section 2. Powers.
Subject to law, to the Articles of Incorporation and to the other
provisions of these By- Laws, each officer shall have, in addition to the duties
and powers herein set forth, such duties and powers as are commonly incident to
his office and such duties and powers as the Directors may from time to time
designate.
Section 3. Tenure.
Except as otherwise provided by law or by the Articles of Incorporation or
by these By- Laws, the President, the Treasurer and the Clerk shall hold office
until the first meeting of the Directors following the next annual meeting of
the stockholders and until their respective successors are chosen and qualified,
and each other officer shall hold office until the first meeting of the
Directors following the next annual meeting of the stockholders and until their
respective successors are chosen and qualified, unless a different period shall
have been specified by the terms of his election or appointment, or in each case
until he sooner dies, resigns, is removed or becomes disqualified. Each agent
shall retain his authority at the pleasure of the Directors.
Section 4. Election.
The President, Treasurer and Clerk shall be elected annually by the
Directors at their first meeting following the annual meeting of stockholders,
or the special meeting held in lieu thereof. Other officers may be chosen by the
Directors at such meeting or at any other meeting.
Section 5. President.
The President, when present, shall preside at ail meetings of the
stockholders and of the Directors. It shall be his duty and he shall have the
power to see that all orders and resolutions of the Directors are carried into
effect. The President, as soon as reasonably possible after the close of each
fiscal year, shall submit to the Directors a report of the operations of the
corporation for such year and a statement of its affairs and shall, from time to
time, report to the Directors all matters within his knowledge which the
interests of the corporation may require to be brought to its notice. The
President shall perform such duties and have such powers additional to the
foregoing as the Directors shall designate.
Section 6. Vice President.
In the absence or disability of the President, his powers and duties shall
be performed by the Vice President, if only one, or if more than one, by the one
designated for the purpose by the Directors. Each Vice President shall have such
other powers and perform such other duties as the Directors shall from time to
time, designate.
Section 7. Treasurer.
The Treasurer shall keep full and accurate accounts of receipt and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as shall be designated by the Directors or, in the absence of
such designation, in such depositories as he shall. from time to time, deem
proper. He shall disburse the funds of the corporation as shall be ordered by
the Directors, taking proper vouchers for such disbursements. He shall promptly
render to the President and to the Directors such statements of his transactions
and accounts as the President and Directors respectively may from time to time,
require. The Treasurer shall perform such duties and have such powers additional
to the foregoing as the Directors may designate.
Section 8. Assistant Treasurers.
In the absence or disability of the Treasurer, his powers and duties shall
be performed by the Assistant Treasurer, if only one, or if more than one, by
the one designated for the purpose by the Directors. Each Assistant Treasurer
shall have such other powers and perform such other duties as the Directors
shall, from time to time, designate.
Section 9. Clerk.
The Clerk shall record in books kept for the purpose all votes and
proceedings of the stockholders and if there be no Secretary or Assistant
Secretary, of the Directors at their meetings. Unless the Directors shall
appoint a transfer agent and/or registrar or other other or officers for the
purpose, the Clerk shall be charged with the duty of keeping! or causing to be
kept, accurate records of all stock outstanding, stock certificates issued and
stock transfers; and, subject to such other or different rules as shall be
adopted from time to time by the Directors, such records may be kept solely in
the stock certificate books. The Clerk shall perform such duties and have such
powers additional to the foregoing as the Directors shall designate.
Section 10. Assistant Clerks.
In the absence of the Clerk from any meeting of the stockholders or, if
there be no Secretary or Assistant Secretary, from any meeting of the Directors,
the Assistant Clerk, if one be elected, or, if there be more than one, the one
designated for the purpose by the Directors, otherwise a Temporary Clerk
designated by the person presiding at the meeting, shall perform the duties of
the Clerk. Each Assistant Clerk shall have such other powers and perform such
other duties as the Directors may, from time to time, designate.
Section 11. Secretary and Assistant Secretaries.
If a Secretary is elected, be shall keep a record of the meetings of the
Directors and in his absence, an Assistant Secretary, if one be elected, or, if
there be more than one, the one designated for the purpose by the Directors,
otherwise a Temporary Secretary designated by the person presiding at the
meeting, shall perform the duties of the Secretary. Each Assistant Secretary
shall have such other powers and perform such other duties as the Directors may,
from time to time, designate.
ARTICLE IV
Resignation, Removals and Vacancies
Section 1. Resignation.
Any directors of officer may resign at any time by delivering his
resignation in writing to the President or the Clerk or to a meeting of the
Directors. Such resignation shall take effect at such time as is specified
therein, or if no such time is so specified then upon delivery thereof.
Section 2. Removals.
Directors, including Directors elected by the Directors to fill vacancies
in the Board, may be removed with or without assignment of cause by vote of the
holders of the majority of the shares entitled to vote in the election of
Directors, provided that the Directors of a class elected by a particular class
of stockholders may be removed only by the vote of the holders of a majority of
the shares of the particular class of stockholders entitled to vote for the
election of such Directors.
The Directors may by vote of a majority of the Directors then in office
remove any Director for cause.
The Directors may remove any officer from office with or without assignment
of cause by vote of a majority of the Directors then in office.
If cause is assigned for removal of any Director or officer, such Director
or officer may be removed only after a reasonable notice and opportunity to be
heard before the body proposing to remove him.
The Directors may tem1inate or n1odify the authority of any agent or
employee.
Except as the Directors may otherwise determine, no Director or officer who
resigns or is removed shall have any right to any compensation as such Director
or officer for any period following his resignation or removal, or any right to
damages on account of such removal whether his compensation be by the month or
by the year or otherwise, provided, however, that the foregoing provision shall
not prevent such Director, or officer from obtaining damages for breach of any
contract of employment legally binding upon the corporation.
Section 3. Vacancies.
Any vacancy in the Board of Directors, including a vacancy resulting from
an enlargement of the Board, may be filled by vote of a majority of the
Directors then in office or, in the absence of such election by the Directors,
by the stockholders at a meeting called for the purpose; provided, however, that
any vacancy resulting from action by the stockholders may be filled by the
stockholders at the same meeting at which such action was taken by them.
If the office of any officer becomes vacant, the Directors may elect or
appoint a successor by the vote of a majority of the Directors present at the
meeting at which such election or appointment is made.
Each such successor shall hold office for the unexpired term of his
successor and until his successor shall be elected or appointed and qualified,
or until he sooner dies, resigns, is re- moved or becomes disqualified.
ARTICLE V
Indemnification of Directors and Others
The corporation shall, to the extent legally permissible, indemnify any
person serving or who has served as a Director or officer of the corporation, or
at its request as a Director, Trustee, Officer, Employee or other Agent of any
Incorporation in which the corporation owns shares or of which it is a creditor
against all liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel fees, reasonably
incurred by him in connection with the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, in which he may be involved
or with which he may be threatened, while serving or thereafter, by reason of
his being or having been such a Director, Officer, Trustee, Employee or Agent,
except with respect to any matter as to which he shall have been adjudicated in
any proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interests of the corporation; provided, however, that as
to any matter disposed of by a compromise payment by such Director, Officer,
Trustee, Employee or Agent, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses shall be
provided unless:
(a) such compromise shall be approved as in the best interests of the
corporation, after notice that it involves such indemnification:
(i) by a disinterested majority of the directors then in office; or
(ii) by the holders of a majority of the outstanding stock at the
time entitled to vote for Directors, voting as a single class, exclusive of any
stock owned by any interested Director or officer; or
(b) in the absence of action by disinterested directors or stockholders,
there has been obtained at the request of a majority of the Directors then in
office an opinion in writing of in-dependent legal counsel to the effect that
such Director or officer appears to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation. Expenses
including counsel fees, reasonably incurred by any such director, officer,
trustee, employee or agent in connection with the defense or disposition of any
such action, suit or other proceeding may be paid from time to time by the
corporation in advance of the final disposition there-of upon receipt of an
undertaking by such individual to repay the amounts so paid to the corporation
if it is ultimately determined that indemnification for such expenses is not
authorized under this section. The right of indemnification hereby provided
shall not be exclusive of or affect any other rights to which any such director,
officer, trustee, employee or agent may be entitled. Nothing contained in this
Article shall affect any rights to indemnification to which corporate personnel
other than such Directors, Officers, Trustees, Employees or Agents may be
entitled by contract or otherwise under Law. As used in this Article, the terms
"Director", "Officer", "Trustee", "Employee" and "Agent" include their
respective heirs, executors and administrators, and an "interested" Director,
Officer, Trustee, employee, or Agent is one against whom in such capacity the
proceedings in question or other proceedings on the same or similar grounds is
then pending.
ARTICLE VI
Provision Relating to Capital Stock
Section 1. Certificates of Stock
Each stockholder shall be entitled to a certificate or certificates
representing in the aggregate the shares owned by him and certifying the number
and class thereof, which shall be in such form as the Directors shall adopt.
Each certificate of stock shall be signed by the President or a Vice-President
and by the Treasurer or an Assistant Treasurer, but when a certificate is
countersigned by a transfer agent or a registrar, other than a Director,
officer, or employee of the corporation, such signatures may be facsimile
signature in case any officer who has signed or whose facsimile signature has
been placed on such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer at the time of its issue. Every certificate for
shares of stock which are subject to any restriction on transfer pursuant to the
Articles or Incorporation, the By-Laws, or any agreement to which the
corporation is a party, shall have the restriction noted conspicuously on the
certificate and shall also set forth on the face or back either the full text of
the restriction or a statement of the existence of such restriction and a
statement that the corporation will furnish a copy to the holder of such
certificate upon written request and without charge. Every certificate issued
when the corporation is authorized to issue more than one class or series of
stock shall set forth on its face or hack either the full text of the
preferences, powers, qualifications and rights, and a statement that the
corporation will furnish a copy thereof to the holder of such certificate upon
written request and without charge.
Section 2. Equitable Interests Not Recognized.
The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof, and shall not be bOW1d
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person except as may be otherwise expressly provided by
law. It shall be the duty of each shareholder to notify the corporation of his
post office address.
Section 3.Issue of Authorized Unissued Capital Stock.
Any unissued capital stock from time to time authorized under the Articles
of Incorporation may be issued by vote of the Directors. No such stock shall be
issued unless the cash, so far as due, or the property, services or expenses for
which it was authorized to be issued, has been actually received or incurred by,
or conveyed or rendered to, the corporation, or is in its possession as surplus.
Section 4. Transfers.
Subject to the restrictions, if any, imposed by the Articles of
Incorporation, these By-laws or any agreement to which the corporation is a
party, shares of stock shall be transferred on the books of the corporation only
by the surrender to the corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment of such shares or by a written power of attorney to sell, assign, or
transfer stamps affixed, and with such proof that the endorsement, assignment
or power of attorney is genuine and effective as the corporation or its transfer
agent may reasonably require.
Section 5. Lost, Mutilated. or Destroyed Certificates.
Except as otherwise provided by law, the Board of Directors may determine
the conditions upon which a new certificate of stock may be issued in place of
any certificate alleged to have been lost, mutilated or destroyed, It may, in
its discretion, require the owner of a lost, mutilated or destroyed certificate~
or his legal representative~ to give a bond! sufficient in its opinion. with or
without surety I to indemnify the corporation against any loss or claim which
may arise by reason of the issue of a certificate in place of such lost,
mutilated or destroyed stock certificate.
Section 6. Transfer Agent and Registrar.
The Board of Directors may appoint a transfer agent or a registrar or both
for its capital stock or any class or series thereof and require all
certificates for such stock to bear the signature or facsimile thereof of
any such transfer agent or registrar.
Section 7. Setting Record Date and Closing Transfer Records.
The Board of Directors may fix in advance a time not more than sixty days
before (a) the date of any meeting of stockholders or (b) the date for the
payment of any dividend or the making of any distribution to stockholders or (c)
the last day on which the consent or dissent of stockholders may be effectively
expressed for any purpose, as the record date for determining the stockholders
having the right to notice and to vote at such meeting. or the right to receive
such dividend or distribution, or the right to give such consent or dissent, If
a record date is set! only stockholders of record on the date shall have such
right notwithstanding any transfer of stock on the records of the corporation
after the record date without fixing such record date, the Board of Directors
may close the transfer records of the corporation for all or any part of such
sixty-day period. If no record date is fixed and the transfer books are not
closed, then the record date for determining stockholders having the right to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the next day preceding the day on which notice is given, and the
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board of Directors acts with respect
thereto,
ARTICLE VII
Inspection of Records
Books, accounts, documents and records of the corporation shall be open to
inspection by any Director at all times during the usual hours of business. The
original, or attested copies, of the Articles of Incorporation, By-Laws and
records of all meetings of the incorporators and stock-holders, and the stock
and transfer records, which shall contain the names of all stockholders and the
record address and the amount of stock held by each, shall be kept at the
principal office of the corporation, or at an office of its transfer agent or of
the Clerk. Said copies and records need not all be kept in the same office. They
shall be available at all reasonable times to the inspection of any stockholder
for any proper purpose, but not to secure a list of stockholders for the purpose
of selling said list or copies thereof or of using the same for a purpose other
than in the interest of the applicant, as a stockholder, relative to the affairs
of the corporation.
ARTICLE VIII
Execution of Pagers
All deeds, leases, transfers, contracts, bonds, notes, releases, checks,
drafts and other obligations authorized to be executed on behalf of the
corporation shall be signed by the President or the Treasurer except as the
Directors may generally or in particular cases otherwise determine.
ARTICLE IX
Voting of Securities
Except as the Directors may generally or in particular cases otherwise
specify, the President or the Treasurer may on behalf of the corporation vote or
take any other action with respect to shares of stock or beneficial interest of
any other corporation, or of any association, trust or firm, of which any
securities are held by this corporation, and may appoint any person or persons
to act as proxy or attorney-in-fact for the corporation, with or without power
of substitution at any meeting thereof.
ARTICLE X
Checks, Notes, Drafts and Other Instruments
Checks, notes, drafts and other instruments for the payment of money drawn
or endorsed in the name of the corporation may be signed by any officer or
officers or person or persons authorized by the Directors to sign the same. No
officer or persons shall sign any such instrument as aforesaid unless
authorized by the Directors to do so.
ARTICLE XI
Seal
The seal of the corporation shall be circular in form, bearing its name,
"Nevada," and the year of its incorporation. The Treasurer shall have custody of
the seal and may affix it (as may any other officer if authorized by the
Directors) to any instrument requiring the corporate seal.
ARTICLE XII
Fiscal Year
The fiscal year of the corporation shall in each year end on December 31
st.
ARTICLE XIII
Evidence of Authority
A certificate by the Clerk or Secretary or an Assistant or Temporary Clerk
or Secretary as to any matter relative to the Articles of Incorporation,
By-Laws, records of the proceedings of the incorporators, stockholders, Board of
Directors, or any committee of the Board of Directors, or stock and transfer
records or as to any action taken by any person or persons as an officer or
agent of the corporation, shall as to all persons who rely thereon in good faith
be conclusive evidence of the matters so certified.
ARTICLE XIV
Amendments
These By-Laws may be amended or repeated in whole or in part by the
affirmative vote of the holders of a majority of the shares of each class of the
capital stock at the time outstanding and entitled to vote at any annual or
special meeting of stockholders, provided that notice or the substance of the
proposed amendment is stated in the notice of such meeting. If authorized by the
Articles or Incorporation: the Directors may make, amend or repeal the By-Laws,
in whole or in part! except with respect to any provision thereof which by law,
the Articles or Incorporation or the By-Laws requires action by the
stockholders. Not later than the time of giving notice of the meeting of
stockholders next following the making! amending or repealing by the Directors
of any By-Law, notice thereof stating the substance of such change shall be
given to ill stockholders entitled to vote on amending the By-Laws. No change in
the date fixed in these By- Laws for the annual meeting of stockholders may be
made within sixty days before the date fixed in these By-Laws, and in case of
any change in such date, notice thereof shall be given to each stockholder in
person or by letter mailed to his last known post office address at least twenty
days before the new date fixed for such meeting.
Any By-law adopted, amended or repealed by the Directors may be repealed,
amended or reinstated by the stockholders entitled to vote on amending the
By-Laws.
