BYLAWS OF
AMERICAN COATING TECHNOLOGIES, INC.
A NEVADA CORPORATION
ARTICLE I
OFFICES
Section 1.01 Registered Office and Agent. The name of the
registered agent and the location of the registered office of the
Corporation in the State of Nevada shall be Alvin A. Snaper, 2800
Cameo Circle, Las Vegas 89107, and such information shall be filed in
the appropriate office of the State of Nevada pursuant to applicable
provisions of law.
Section 1.02 Corporate Offices. The Corporation may have such
corporate offices within and outside the State of Nevada as the board
of directors from time to time may direct or the Corporation may
require. The principal office of the Corporation may be fixed and so
designated from time to time by the board of directors, but the
location or residence of the Corporation in Nevada shall be deemed for
all purposes to be in the county in which its principal office in
Nevada is maintained. The location of the principal office of the
Corporation shall be4066 South 1400 East, Salt Lake City, Utah 84124.
Section 1.03 Records. The Corporation shall keep correct and
complete books and records of account, minutes of proceedings of its
shareholders and board of directors, and such other or additional
records as may be required by law. The Corporation shall keep at its
registered office or principal place of business, or at the office of
its transfer agent or registrar, either within or outside Nevada, a
record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 2.01 Place of Meeting. All meetings of the shareholders
shall be held at the principal office of the Corporation, unless the
board of directors designates some other place either within or
outside the State of Nevada. Unless specifically prohibited by law
any meeting may be held at any place and at any time and for any
purpose if consented to in writing by fifty percent (50%) of the
shareholders entitled to vote at such meeting.
Section 2.02 Annual Meetings. An annual meeting of the shareholders
shall be held on the 1st day of November of each year, unless notified
of an alternate date in accordance with the provisions of these
bylaws, at 3:00 p.m. for the purpose of electing directors and for the
transaction of such other business as may properly come before it. If
such day is a legal holiday, the meeting shall be on the next business
day.
Section 2.03 Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed
by statute, may be called by the president, secretary or by the board
of directors, and shall be called by the president at the request of
holders of not less than 10% of all the outstanding shares of the
Corporation entitled to vote at the meeting. No business other than
that specified in the notice of the meeting shall be transacted at any
such special meeting.
Section 2.04 Notice of Meetings. Written or printed notice stating
the place, day and hour of the meeting and, in case of a special
meeting, the purpose for which the meeting is called, shall be
delivered not less than ten days nor more than fifty days before the
date of the meeting, either personally or by mail, by or at the
direction of the board of directors, the president, the secretary, or
the officer or person calling the meeting to each shareholder of
record entitled to vote at such meeting; except that, if the
authorized shares are to be increased at least thirty days' notice
shall be given.
Section 2.05 Fixing Record Date and Closing Transfer Books. The
board of directors may fix a date not less than ten nor more than
fifty days prior to any meeting as the record date for the purpose of
<PAGE>30
determining shareholders entitled to notice of and to vote at such
meetings, of the shareholders. The transfer books may be closed by
the board of directors for a stated period not to exceed fifty days
for the purpose of determining shareholders entitled to receive
payment of any dividend or in order to make a determination of
shareholders for any other purpose. In the absence of any action by
the board of directors, the date upon which the board of directors
adopts the resolution declaring the dividend shall be the record date.
Section 2.06 Voting Lists. The officers or agent having charge of
the stock transfer books for shares of the corporation shall make, at
least ten days before each meeting of the shareholders, a complete
record of the shareholders entitled to vote at the meeting or any
adjournment thereof, arranged in alphabetical order with the address
of, and the number of shares held by each. The record, for a period
of ten days before such meeting, shall be kept on file at the
principal office of the Corporation whether within or outside the
State of Nevada, and shall be subject to inspection by any shareholder
for any purpose germane to the meeting at any time during normal
business hours. Such record shall also be produced and kept open at
the time and place of any purpose germane to the meeting during the
whole time of the meeting. The original stock transfer book shall be
prima facie evidence as to the shareholders who are entitled to
examine the record or transfer books or to vote any meeting of
shareholders.
Section 2.07 Quorum. The holders of a majority of the shares who
are entitled to vote at a shareholders meeting and who are present in
person or by proxy shall be necessary for and shall constitute a
quorum for the transaction of business at such meetings, except as
otherwise provided by statute, by the Articles of Incorporation or
these Bylaws. If a quorum is not present or represented at a meeting
of the shareholders, those present in person or represented by proxy
shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is
present or represented. At an adjourned meeting where a quorum is
present or represented, any business may be transacted which might
have been transacted at the meeting as originally notified.
Section 2.08 Majority Vote; Withdrawal of Quorum. When a quorum is
present at a meeting, the vote of the holders of a majority of the
issued and outstanding shares having voting power, present in person
or represented by proxy, shall decide any question brought before the
meeting, unless the question is one which, by express provision of the
statutes, the Articles of Incorporation or these Bylaws, requires a
higher vote in which case the express provision shall govern. The
shareholders present at a duly constituted meeting may continue to
transact business until adjournment, despite the withdrawal of enough
shareholders holding, in the aggregate, issued and outstanding shares
having voting power to leave less than a quorum.
Section 2.09 Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by the
shareholder or by his or her duly authorized attorney in fact. No
proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided by the proxy. Each proxy shall
be filed with the secretary of the Corporation before or at the time
of the meeting.
Section 2.10 Voting. Each issued and outstanding share is entitled
to its respective vote and each fractional share is entitled to a
corresponding fractional vote on each matter submitted to a vote at a
meeting of shareholders. The vote of a majority of the shares voting
on any matter at a meeting of shareholders at which a quorum is
present shall be the act of the shareholders on that matter, unless
the vote of a greater number is required by law, the Articles of
Incorporation, or these Bylaws. Voting on all matters except the
election of directors shall be by voice or by show of hands, unless
the holders of one-tenth of the shares represented at the meeting
shall, prior to the voting on any matter, demand a ballot vote on that
particular matter.
(A) Neither treasury shares nor shares held by
another Corporation if the majority of the shares entitled to vote for
the election of directors of such other Corporation is held by the
Corporation shall be voted at any meeting or counted in determining
the total number of issued and outstanding shares at any given time.
<PAGE>31
(B) Shares standing in the name of another
Corporation, domestic or foreign, may be voted by such officer, agent
or proxy as the Bylaws of that Corporation may prescribe, or, in the
absence of such provision, as the board of directors of that
Corporation may determine.
(C) Shares held by an administrator, executor,
guardian, or conservator may be voted by him or her, 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 or her,
either in person or by proxy, but no trustee shall be entitled to vote
shares held by him or her without a transfer of the shares into his or
her name.
(D) 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 into
his or her name if authority to do so is contained in an appropriate
order of the court by which the receiver was appointed.
(E) A shareholder whose shares are pledged shall
be entitled to vote such shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares transferred.
(F) Redeemable shares which have been called for
redemption shall not be entitled to vote on any matter and shall not
be deemed issued and outstanding shares on and after the date on which
written notice of redemption has been mailed to shareholders and a sum
sufficient to redeem such shares has been deposited with a bank or
trust corporation with irrevocable instruction and authority to pay
the redemption price to the holders of the shares upon surrender of
their certificates.
Section 2.11 Action Without Meeting. Any action required by statute
to be taken at a meeting of the shareholders, or any action which may
be taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the holders entitled to vote with respect to
the subject matter thereof and such consent shall have the same force
and effect as a unanimous vote of the shareholders. The consent may
be in more than one counterpart so long as each shareholder signs one
of the counterparts. The signed consent, or a signed copy shall be
placed in the minutes book.
Section 2.12 Telephone and Similar Meetings. Shareholders may
participate in and hold a meeting by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in
such a meeting shall constitute presence in person at the meeting,
except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
Section 2.13 Order of Business at Meetings. The order of business
at annual meetings and so far as practicable at other meetings of
shareholders shall be as follows unless changed by the board of
directors: (a) call to order; (b) proof of due notice of meeting; (c)
determination of quorum and examination of proxies; (d) announcement
of availability of voting lists; (e) announcement of distribution of
annual statement; (f) reading and disposing of minutes of last meeting
of shareholders; (g) reports of officers and committees; (h) reports
of directors; (l) opening of polls for voting; (m) recess; (n)
reconvening, closing of polls; (o) report of voting inspectors; (p)
other business; and (q) adjournment.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01 General Powers. The business and affairs of the
Corporation shall be managed by its board of directors. The directors
shall in all cases act as a board of directors, and they may adopt
such rules and regulations for the conduct of their meetings and the
management of the Corporation as they deem proper. Such rules and
regulations may not be inconsistent with these Bylaws, the Articles of
Incorporation, and the laws of Nevada.
<PAGE>32
Section 3.02 Number, Tenure and Qualifications. The number of
directors constituting the board of directors of this Corporation is
four. The number of directors of this Corporation shall not be less
than three; except that there need by only as many directors as there
are shareholders in the event that the issued and outstanding shares
are held of record by fewer than three shareholders. A director shall
be elected by the shareholders to serve until the next annual meeting
of shareholders, or until his or her death, or resignation and his or
her successor is elected. A director must be at least eighteen years
of age but need not be a shareholder in the Corporation nor a resident
of the State of Nevada.
Section 3.03 Change in Number. The number of directors may be
increased or decreased from time to time by amendment to these Bylaws
but no decrease shall have the effect of shortening the term of any
incumbent director. Any directorship to be filled by reason of an
increase in the number of directors shall be filled by election at an
annual meeting or at a special meeting of shareholders called for that
purpose.
Section 3.04 Election of Directors. The directors shall be elected
at the annual meeting of shareholders and those persons who receive
the highest number of votes shall be deemed to have been elected.
Election of directors shall be by ballot.
Section 3.05 Cumulative Voting. Directors shall be elected by
majority vote. Cumulative voting shall not be permitted.
Section 3.06 Removal of Directors. A meeting called expressly for
the purpose of removing a director, the entire board of directors or
any lessor number may be removed, with or without cause, by a vote of
the holders of the majority of the shares then entitled to vote at an
election of directors. If any directors are so removed, new directors
may be elected at the same meeting.
Section 3.07 Resignation. Subject to Section 3.02, a director may
resign at any time by giving written notice to the board of directors,
the president, or the secretary of the Corporation and unless
otherwise specified in the notice, the resignation shall take effect
upon receipt thereof by the board of directors or such officer, and
the acceptance of the resignation shall not be necessary to make it
effective.
Section 3.08 Vacancies. A vacancy occurring in the board of
directors may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the board of
directors remains. A director elected to fill a vacancy shall be
elected for the unexpired term of his or her predecessor in office.
Any directorship to be filled by reason of an increase in the number
of directors shall be filled by election at an annual meeting of
shareholders or at a special meeting of the shareholders called for
that purpose. A director chosen to fill a position resulting from an
increase in the number of directors shall holder office until his or
her successor(s) shall have been qualified.
Section 3.09 Compensation. By resolution of the board of directors,
compensation may be paid to directors for their services. Also by
resolution of the board of directors, a fixed sum and expenses for
actual attendance at each regular or special meeting of the board of
directors may also be paid. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefore. Members of the
executive committee or of special or standing committees may, by
resolution of the board of directors, be allowed like compensation for
attending committee meetings.
Section 3.10 First Meeting. The first meeting of a newly elected
board shall be held without further notice immediately following the
annual meeting of shareholders, and it shall be at the same place,
unless by unanimous consent of the directors then electing and
serving, the time or place is changed.
Section 3.11 Regular Meetings. Regular meetings of the board of
directors may be held without notice at such time and place as shall
from time to time be determined by the board of directors.
Section 3.12 Special Meetings. Special meetings of the board of
directors may be called by the president on three days notice to each
director, either personally or by mail or by telegram. Special
<PAGE>33
meetings shall be called in like manner and on like notice on the
written request of two directors. Except as otherwise expressly
provided by statute, the Articles of Incorporation or these Bylaws,
neither the business to be transacted at, nor the purpose of, any
special meeting need be specified in a notice or waiver of notice.
Section 3.13 Quorum; Majority Vote. At meetings of the board of
directors a majority of the number of directors fixed by these Bylaws
shall constitute a quorum for the transaction of business. The act of
a majority of the directors present at a meeting at which quorum is
not present at a meeting of the board of directors, the directors
present may adjourn the meeting from time to time, without notice
other than announcement at the meeting until, a quorum is present.
Section 3.14 Procedure. The board of directors shall keep regular
minutes of its proceedings. The minutes shall be placed in the
minutes book of the Corporation.
Section 3.15 Action Without Meeting. Any action required or
permitted to be taken at a meeting of the board of directors may be
taken without a meeting if a consent in writing, setting forth the
action so taken, is signed by all members of the board of directors.
Such consent shall have the same force and effect as a unanimous vote
at a meeting. The signed consent, or a signed copy, shall be placed
in the minutes book. The consent may be in more than one counterpart
so long as each director signs one of the counterparts.
Section 3.16 Telephone and Similar Meetings. Directors may
participate in and hold a meeting by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in
such a meeting shall constitute presence in person at the meeting,
except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
Section 3.17 Interested Directors and Officers.
(A) No contract or transaction between the
Corporation and one or more of its directors or officers, or any other
corporation, firm, association, partnership or entity in which one or
more of its directors or officers are directors or officers or are
financially interested shall be either void or voidable solely because
of such relationship or interest or solely because such directors or
officers are present at the meeting of the board of directors or a
committee thereof which authorizes, approves, or ratifies such
contract or transaction or solely because their votes are counted for
such purposes if:
(1) the fact of the common directorship
or financial interest is disclosed to or known by the board of
directors or committee and noted in the minutes, and the board or
committee which authorizes, approves, or ratifies the contract or
transaction by a vote sufficient for the purpose without counting the
votes or consents of such interested directors; or
(2) the material facts of such
relationship or financial interest is disclosed to or known by the
shareholders entitled to vote thereon and they authorize, approve or
ratify such contract or transaction in good faith by a majority vote
or written consent of shareholders holding a majority of the shares
the votes of the common or interested directors or officers shall be
counted in any such vote of shareholders; or
(3) the contract or transaction is fair
and reasonable to the Corporation.
(B) Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the
board of directors or a committee thereof which authorizes, approves
or ratifies such contract or transaction.
<PAGE>34
ARTICLE IV
EXECUTIVE COMMITTEE
Section 4.01 Designation. The board of directors may from time to
time, by resolution adopted by a majority of the whole board,
designate an executive committee.
Section 4.02 Number; Qualification and Term. The executive
committee shall consist of one or more directors, one of whom shall be
the president of the executive committee. The executive committee
shall serve at the pleasure of the board of directors.
Section 4.03 Authority. The executive committee, to the extent
provided in such resolution, shall have and may exercise all of the
authority of the board of directors in the management of the business
and affairs of the Corporation, including authority over the use of
the corporate seal. However, the executive committee shall not have
the authority of the board of directors in reference to: (a) amending
the Articles of Incorporation; (b) approving a plan of merger or
consolidation; (c) recommending to the shareholders the sale, lease or
exchange of all or substantially all of the property and assets for
the corporation other than in the usual and regular course of its
business; (d) recommending to the shareholders a voluntary dissolution
of the Corporation or a revocation thereof; (e) amending, altering, or
repealing these Bylaws or adopting new Bylaws; (f) filling vacancies
in or removing members of the board of directors or of any committee
appointed by the board of directors; (g) electing or removing officers
or members of any such committee; (h) fixing the compensation of any
member of such committee; (i) altering or repealing any resolution of
the board of directors which by its terms provides that it shall not
be so amendable or repealable; (j) declaring a dividend; or (k)
authorizing the issuance of shares of the Corporation.
Section 4.04 Change in Number. The number of executive committee
members may be increased or decreased from time to time by resolution
adopted by a majority of the board of directors.
Section 4.05 Removal. Any member of the executive committee may be
removed by the board of directors by the affirmative vote of the
majority of the board of directors, whenever in its judgment the best
interests of the Corporation will be served thereby.
Section 4.06 Vacancies. A vacancy occurring in the executive
committee (by death, resignation, removal or otherwise) may be filled
by the board of directors in the manner providing for original
designation in Bylaw Section 4.01.
Section 4.07 Resignation. A committee member may resign by giving
written notice to the board of directors, the president or the
secretary of the Corporation. The resignation shall take effect at
the time specified in it, or immediately if no time is specified.
Unless it specifies otherwise, a resignation takes effect without
being accepted.
Section 4.08 Meetings. Time, place and notice (if any) of executive
committee meetings shall be determined by the executive committee.
Section 4.09 Quorum; Majority Vote. At meetings of the executive
committee, a majority of the number of members designated by the board
of directors shall constitute a quorum for the transaction of
business. The act of a majority of the members present at any meeting
at which a quorum is present shall be the act of the executive
committee, except as otherwise specifically provided by statute, the
Articles of Incorporation or these Bylaws. If a quorum is not present
at a meeting of the executive committee, the members present may
adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present.
Section 4.10 Compensation. By resolution of the board of directors,
compensation may be paid to members of the executive committee for
their services. Also by resolution of the board of directors, a fixed
sum and expenses for actual attendance at each regular or special
meeting of the executive committee may also be paid.
Section 4.11 Procedure. The executive committee shall keep regular
minutes of its proceedings and report the same to the board of
directors when required. The minutes of the proceedings of the
executive committee shall be placed in the minutes book of the
Corporation.
<PAGE>35
Section 4.12 Action Without Meeting. Any action required or
permitted to be taken at a meeting of the executive committee may be
taken without a meeting if a consent in writing, setting forth the
action so taken, is signed by all the members of the executive
committee. Such consent shall have the same force and effect as a
unanimous vote at a meeting. The signed consent, or a signed copy,
shall be placed in the minutes book.
Section 4.13 Telephone and Similar Meetings. Members of the
executive committee may participate in and hold a meeting by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at
the meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
Section 4.14 Responsibility. The designation of an executive
committee and the delegation of authority to it shall not operate to
relieve the board of directors, or any member thereof, of any
responsibility imposed upon it, him or her by law.
ARTICLE V
NOTICE
Section 5.01 Method. Whenever by statute, the Articles of
Incorporation, these Bylaws or otherwise, notice is required to be
given to a shareholder, director or committee member, and no provision
is made as to how the notice shall be given, it shall not be construed
to mean personal notice, but any such notice may be given: (a) in
writing, by United States mail, certified, return receipt requested,
postage prepaid, addressed to the shareholder, director or committee
member at the address appearing on the books of the Corporation; or
(b) in any other method permitted by law. Any notice required or
permitted to be given by mail shall be deemed given at the time when
the same is deposited in the United States mails.
Section 5.02 Waiver. Whenever by statute, the Articles of
Incorporation or these Bylaws, notice is required to be given to a
shareholder, committee member or director, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether
before or after the time stated in such notice, shall be equivalent to
the giving of such notice. Attendance at a meeting shall constitute a
waiver of notice of such meeting, except where a person attends for
the express purpose of objecting to the transaction of any business on
the ground that the meeting is not lawfully called or convened.
ARTICLE VI
OFFICERS AND AGENTS
Section 6.01 Number, Qualification; Election; Term.
(A) The Corporation shall have:
(1) a president, a vice president, a
secretary and a treasurer; and
(2) such other officers (including a
chairman of the board of directors and additional Vice Presidents) and
assistant officers and agents as the board of directors may deem
necessary.
(B) No officer or agent need be a shareholder, a
director or a resident of the state of incorporation.
(C) Officers named in Bylaw Section 6.01(A)(1)
shall be elected by the board of directors on the expiration of an
officer's term or whenever a vacancy exists. Officers and agents
named in Bylaw Section 601(A)(2) may be elected by the Board of
Directors at any meeting.
(D) Unless otherwise specified by the board of
directors at the time of election or appointment, or in an employment
contract approved by the board of directors, each officer's and
agent's term shall end at the first meeting of directors held after
<PAGE>36
each annual meeting of the shareholders. He shall serve until the end
of his or her term, or if earlier, until his or her death, resignation
or removal.
(E) Any two or more offices may be held by the
same person, except that the president and the secretary shall not be
the same person.
Section 6.02 Election and Term of Office. The officers of the
Corporation shall be elected annually by the board of directors at the
first meeting of the board of directors held after each annual meeting
of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
convenient. Each officer shall hold office until his or her successor
shall have been duly elected and shall have qualified or until his or
her death or until he or she shall resign or shall have been removed
in the manner hereinafter provided.
Section 6.03 Resignation. Any officer may resign at any time by
delivering a written resignation either to the board of directors, the
president or the secretary of the Corporation. The resignation shall
take effect at the time specified therein or immediately if no time is
specified. Unless it specifies otherwise, a resignation takes effect
without being accepted.
Section 6.04 Removal. Any officer or agent elected or appointed by
the board of directors may be removed by the board of directors,
whenever, in its judgment, the best interest of the Corporation will
be served thereby, but such removal shall be without prejudice to the
contractual rights, if any, of the person so removed.
Section 6.05 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, creation of a new office, or
otherwise, may be filled by the board of directors for the unexpired
portion of the term.
Section 6.06 Salaries and Compensation. The salaries or other
compensation of the officers of the Corporation shall be fixed from
time to time by the board of directors, except that the board of
directors may delegate to any person or group of persons the duty of
fixing salaries or other compensation by reason of the fact that he or
she is also a director of the Corporation.
Section 6.07 Surety Bonds. In the event the board of directors
shall so require, any officer or agent of the Corporation shall
execute to the Corporation a bond in such sums and with such surety or
sureties as the board of directors may direct, conditioned upon the
faithful performance of his or her duties to the Corporation,
including responsibility for negligence and for the accounting for all
property, monies, or securities of the Corporation which may come into
his or her hands.
Section 6.08 President.
(A) The president shall be the chief executive and
administrative officer of the Corporation.
(B) The president shall preside at all meetings of the
shareholders, and, in the absence of the chairman of the board of
directors, at meetings of the board of directors.
(C) The president shall exercise such duties as customarily
pertain to the office of the president and shall have general and
active supervision over the property, business and affairs of the
Corporation and over its several officers.
(D) The president may appoint officers, agents, or employees
other than those appointed by the board of directors.
(E) The president may sign, execute and deliver in the name
of the Corporation powers of attorney, contracts, bonds and other
obligations, and shall perform such other duties as may be prescribed
from time to time by the board of directors or by the Bylaws.
Section 6.09 Vice President. The vice president(s) in the order of
their seniority, unless otherwise determined by the board of
directors, shall, in the absence or disability of the president,
perform the duties and have the authority and exercise the powers of
<PAGE>37
the president. They shall perform such other duties and have such
other authority and powers as the board of directors may from time to
time prescribe or as the president may from time to time delegate.
Section 6.10 Secretary.
(A) The secretary shall keep the minutes of all meetings of
the shareholders and of the board of directors and, to the extent
ordered by the board of directors or the president, the minutes of
meetings of all committees.
(B) The secretary shall cause notice to be given of meetings
of shareholders, of the board of directors, and of any committee
appointed by the board of directors.
(C) The secretary shall have custody of the corporate seal
and general charge of the records, documents and papers of the
Corporation not pertaining to the performance of the duties vested in
other officers, which shall at all reasonable times be open to the
examination of any director.
(D) The secretary may sign or execute contracts with the
president in the name of the Corporation and affix the seal of the
Corporation thereto.
(E) The secretary shall perform such other duties as may be
prescribed from time to time by the board of directors or the Bylaws.
Section 6.11 Assistant Secretary. The assistant secretaries in the
order of their seniority, unless otherwise determined by the board of
directors, shall, in the absence or disability of the secretary,
perform the duties and have the authority and exercise the powers of
the secretary. They shall perform other duties and have such other
powers as the board of directors may from time to time prescribe or as
the president may from time to time delegate.
Section 6.12 Treasurer.
(A) The treasurer shall have general custody of the
collection and disbursements of funds of the Corporation.
(B) The treasurer shall endorse on behalf of the Corporation
for collection, checks, notes and other obligations, and shall deposit
the same to the credit of the Corporation in such bank or banks or
depositories as the board of directors may direct.
(C) The treasurer may sign, for the president and other
persons as may be designated for the purpose by the board of
directors, all bills of exchange or promissory notes of the
Corporation.
(D) The treasurer shall enter or cause to be entered
regularly in the books of the Corporation a full and accurate account
of all monies received and paid by him or her on account of the
Corporation; shall at all times exhibit his or her books and accounts
to any director of the Corporation upon application at the office of
the Corporation during business hours; and, whenever required by the
board of directors or the president, shall render statements of his or
her accounts. The treasurer shall perform such other duties as may be
prescribed from time to time by the board of directors or by the
Bylaws.
(E) If the board of directors require, the treasurer shall
give bond for the faithful performance of his or her duties in such
sum and with or without such surety as shall be approved by the board
of directors.
Section 6.13 Assistant Treasurer. The assistant treasurers in the
order of their seniority, unless otherwise determined by the board of
directors, shall, in the absence or disability of the treasurer,
perform the duties and have the authority and exercise the powers of
the treasurer. They shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe
or the president may from time to time delegate.
<PAGE>38
Section 6.14 Registered Agent. The Registered Agent shall serve as
the agent of the Corporation for purposes of receiving service of
process or any demand or notice authorized by law to be served on the
Corporation.
Section 6.15 Other Officers. Other officers shall perform such
duties and have such powers as may be assigned to them by the board of
directors or the president.
Section 6.16 Delegation of Duties. If any officer of the
Corporation is absent or unable to act for any other reason the board
of directors may deem sufficient, the board of directors may delegate,
for a period of time, some or all of the functions, duties, powers and
responsibilities of any officer to any other officer, agent or
employee of the Corporation or other responsible person, provided a
majority of the whole board of directors concurs therein.
ARTICLE VII
CONTRACTS, LOANS, DEPOSITS AND CHECKS
Section 7.01 Contracts. The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation and such authority may be general or confined to specific
instances.
Section 7.02 Loans. No loans or advances shall be contracted on
behalf of the Corporation; on negotiable paper or other evidence of
its obligation under any loan or advance shall be issued in its name,
and no property of the Corporation shall be mortgaged, pledged,
hypothecated, or transferred as security for the payment of any loan,
advance, indebtedness or liability of the Corporation unless and
except as authorized by the board of directors. Any such
authorization may be general or confined to specific instances.
Section 7.03 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as
the board of directors may select, or as may be selected by an officer
or agent authorized to do so by the board of directors.
Section 7.04 Checks and Drafts. All notes, drafts, acceptances,
checks, endorsements, and evidences of indebtedness of the Corporation
shall be signed by such officer or officers, or such agent or agents
of the Corporation and in such manner as the board of directors from
time to time may determine.
ARTICLE VIII
CAPITAL STOCK
Section 8.01 Certificates. Certificates representing shares of the
Corporation shall be issued, in such form as the board of directors
shall determine, to every shareholder for the fully paid shares owned
by him. These certificates shall be signed by the president and the
secretary. They shall be consecutively numbered or otherwise
identified; and the name and address of the person to whom they are
issued, with the number of shares and the date of issue, shall be
entered on the stock transfer books of the Corporation.
Section 8.02 Issuance. Shares (both treasury and authorized but
unissued) may be issued for such consideration (not less than par
value) and to such persons as the board of directors may determine
from time to time. Shares may not be issued until the full amount of
the consideration, fixed as provided by law, has been paid.
Section 8.03 Payment of Shares.
(A) The consideration for the issuance of shares shall
consist of money paid, labor done (including the services actually
performed for the Corporation) or property (tangible or intangible)
actually received. Neither promissory notes nor the promise of future
services shall constitute payment for shares.
(B) In the absence of fraud in the transaction, the judgment
of the board of directors as to the value of consideration received
shall be conclusive.
<PAGE>39
(C) When consideration, fixed as provided by law, has been
paid, the shares shall be deemed to have been issued and shall be
considered fully paid and nonassessable.
(D) The consideration received for shares shall be allocated
by the board of directors, in accordance with law, between stated
capital and capital surplus accounts.
Section 8.04 Subscriptions. Unless otherwise provided in the
subscription agreement, subscriptions for shares, whether made before
or after organization of the Corporation, shall be paid in full at
such time or in such installments and at such times as shall be
determined by the board of directors. Any call made by the board of
directors for payment of subscriptions shall be uniform as to all
shares of the same series. In case of default in the payment on any
installment or call when payment is due, the Corporation may proceed
to collect the amount due in the same manner as any debt due the
Corporation.
Section 8.05 Lien. For any indebtedness of a shareholder to the
Corporation, the Corporation shall have a first and prior lien on all
shares of its stock owned by him or her and on all dividends or other
distributions declared thereon.
Section 8.06 Lost, Stolen or Destroyed Certificates. The
Corporation shall issue a new certificate in place of any certificate
for shares previously issued if the registered owner of the
certificate: (a) makes proof in affidavit form that it has been lost,
destroyed or wrongfully taken; (b) requests the issuance of a new
certificate before the Corporation has notice that the certificate has
been acquired by a purchaser for value in good faith and without
notice of an adverse claim; (c) gives a bond in such form, and with
such surety or sureties, with fixed or open penalty, as the
Corporation may direct, to indemnify the Corporation (and its transfer
agent and registrar, if any) against any claim that may be made on
account of the alleged loss, destruction or theft of the certificate;
and (d) satisfies any other reasonable requirements imposed by the
Corporation. When a certificate has been lost, apparently destroyed
or wrongfully taken, and the holder of record fails to notify the
Corporation within a reasonable time after he or she has notice of it,
and the Corporation registers a transfer of the shares represented by
the certificate before receiving such notification, the holder of
record is precluded from making any claim against the Corporation for
the transfer or for a new certificate.
Section 8.07 Registration of Transfer. The Corporation shall
register the transfer of a certificate for shares presented to it for
transfer if: (a) the certificate is properly endorsed by the
registered owner or by his or her duly authorized attorney; (b) the
signature of such person has been notarized and reasonable assurance
is given that such endorsements are effective; (c) the Corporation has
no notice of an adverse claim or has discharged any duty to inquire
into such a claim; (d) any applicable law relating to the collection
of taxes has been complied with; and (e) there is an opinion of
counsel satisfactory to counsel of the Corporation that such transfer
is made in accordance with all federal and state securities
regulations.
Section 8.08 Registered Owner. Prior to due presentment for
registration of transfer of a certificate for shares, the Corporation
may treat the registered owner as the person exclusively entitled to
vote, to receive notices and otherwise to exercise all the rights and
powers of a shareholder.
Section 8.09 Transfer of Shares. Transfer of shares of the
Corporation shall be made only in the stock transfer books of the
Corporation by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney therein authorized by power of attorney
duly executed and filed with the secretary of the Corporation and on
surrender for cancellation of the certificate for such shares. The
person in whose name the shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all
purposes by the stock transfer books shall be in the possession of the
secretary or transfer agent or clerk of the Corporation.
Section 8.10 Transfer Agent and Registrar. By resolution of the
board of directors, the Corporation may from time to time appoint a
transfer agent, and, if desired, a registrar, who will perform his or
<PAGE>40
her duties in accordance with the terms and conditions the board of
directors deems advisable; provided, however, that until and unless
the board of directors appoints some other person, firm or Corporation
as its transfer agent, the secretary of the Corporation shall act as
transfer agent without the necessity of any formal action of the board
of directors and he or she shall perform all of the duties thereof.
ARTICLE IX
INDEMNIFICATION
Section 9.01 Indemnification.
(A) No officer or director shall be personally liable for
any obligations of the Corporation or for any duties or obligation of
the Corporation or for any duties or obligations arising out of any
actions or conduct of such officer or director performed for or on
behalf of the Corporation.
(B) The Corporation shall and does hereby indemnify and
hold harmless each person and his or her heirs and administrators who
shall serve at any time hereafter as a director or officer of the
Corporation from and against any and all claims, judgments and
liabilities to which such person shall become subject by reason of his
or her having heretofore or hereafter been a director or officer of
the Corporation or by reason of any action alleged to have heretofore
or hereafter been taken or admitted to have been taken by him or her
as such director or officer, and shall reimburse each such person for
all legal and other expenses reasonably incurred by him or her in
connection with any such claim or liability, including power to defend
such person from all suits or claims as provided for under the laws of
the State of Nevada; provided, however, that no such person shall be
indemnified against, or be reimbursed for, any expense incurred in
connection with any claim or liability arising out of his or her
negligence or willful misconduct. The rights accruing to any person
under the foregoing provisions of this section shall not exclude any
other right to which he or she may lawfully be entitled, nor shall
anything herein contained restrict the right of the Corporation to
indemnify or reimburse such person in any proper case, even though not
specifically herein provided. The Corporation, its directors,
officers, employees and agents shall be fully protected in taking any
action or making any payment in reliance upon the advice of counsel.
Section 9.02 Other Indemnification. The indemnification herein
provided shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any Bylaw,
agreement, vote of shareholders, or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to
action in another capacity while holding such office, and 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 person.
Section 9.03 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 who 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 or her and
incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the Corporation would have the
power to indemnify him or her against liability under the provisions
of this section or of the laws of the State of Nevada.
Section 9.04 Settlement by Corporation. The right of any person to
be indemnified shall be subject always to the right of the Corporation
by its board of directors, in lieu of such indemnity, to settle any
claim, action, suit or proceeding at the expense of the Corporation by
the payment of the amount of such settlement and the cost and expense
incurred in connection therewith.
<PAGE>41
ARTICLE X
GENERAL PROVISIONS
Section 10.01 Dividends and Reserves.
(A) Subject to statute, the Articles of Incorporation and
these Bylaws, dividends may be declared by the board of directors at
any regular or special meeting and may be paid in cash, in property,
or in shares of the Corporation. The declaration and payment shall be
at the discretion of the board of directors.
(B) By resolution, the board of directors may create such
reserve or reserves out of the earned surplus of the Corporation as
the directors from time to time, in their discretion, think proper to
provide for contingencies, or to equalize dividends, or to repair or
maintain any property of the Corporation, or for any other purpose
they think beneficial to the Corporation. The directors may modify or
abolish any such reserve in the manner in which it was created.
Section 10.02 Books and Records. The Corporation shall keep correct
and complete books and records of account, shall keep minutes of the
proceedings of its shareholders and board of directors, and shall keep
at its registered office or principal place of business, or at the
office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and
the number and class of shares held by each.
Section 10.03 Annual Statement. The board of directors shall mail
to each shareholder of record, at least ten days before each annual
meeting a full and clear statement of the business and condition of
the Corporation, including a reasonably detailed balance sheet, income
statement, surplus statement, and statement of changes in financial
position, for the last fiscal year and for the prior fiscal year, all
prepared in conformity with generally accepted accounting principals
applied on a consistent basis.
Section 10.04 Checks and Notes. Checks, demands for money and notes
of the Corporation shall be signed by officer(s) or other person(s)
designated from time to time by the board of directors.
Section 10.05 Fiscal Year. The fiscal year of the Corporation shall
be fixed by resolution of the board of directors.
Section 10.06 Seal. The corporate seal of the Corporation (of which
there may be one or more exemplars) shall contain the name of the
Corporation and the name of the state of incorporation. The seal may
be used by impressing it or reproducing a facsimile of it, or
otherwise.
Section 10.07 Amendment of Bylaws.
(A) These Bylaws may be altered, amended or repealed at any
meeting of the board of directors at which a quorum is present, by the
affirmative vote of a majority of the directors present at such
meeting, provided notice of the proposed alteration, amendment, or
repeal is contained in the notice of the meeting.
(B) These Bylaws may also be altered, amended or repealed
at any meeting of the shareholders at which a quorum is present or
represented, by the affirmative vote of the holders of a majority of
the shares present or represented at the meeting and entitled to vote
thereat, provided notice of the proposed alteration, amendment or
repeal is contained in the notice of the meeting.
Section 10.08 Construction. Whenever the context so requires, the
masculine shall include the feminine and neuter, and the singular
shall include the plural, and conversely. If any portion of these
Bylaws shall be invalid or inoperative, then, so far as is reasonable
and possible: (a) the remainder of these Bylaws shall be considered
valid and operative and (b) effect shall be given to the intent
manifested by the portion held invalid or inoperative.
Section 10.09 Table of Contents; Headings. The table of contents
and headings are for organization, convenience and clarity. In
interpreting these Bylaws, they shall be subordinated in importance to
the other written material.
Section 10.10 Relation to Articles of Incorporation. These Bylaws
are subject to and governed by the Articles of Incorporation.
<PAGE>42
Adopted by the directors on this 13th day of January, 1999.
/s/ Alvin A. Snaper
--------------------------
Alvin A. Snaper, Director
/s/Stephen W. Brockbank
--------------------------
Stephen W. Brockbank, Director
/s/David L. Taylor
--------------------------
David L. Taylor, Director
