BYLAWS
OF
A Nevada Corporation
ARTICLE I
Offices
Section 1. The registered office of this corporation shall
be in the County of Clark, State of Nevada.
Section 2. The corporation may also have offices at such
other places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
Meetings of Stockholders
Section 1. All annual meetings of the stockholders shall be
held at the registered office of the corporation or at such other place
within or without the State of Nevada as the directors shall determine.
Special meetings of the stockholders may be held at such time and place
within or without the State of Nevada as shall be stated in the notice
of the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of the stockholders, commencing
with the year, shall be held on the day of each year if not a legal
holiday and, if a legal holiday, then on the next secular day following,
or at such other time as may be set by the Board of Directors from time
to time, at which the stockholders shall elect by vote a Board of
Directors and transact such other business as may properly be brought
before the meeting.
Section 3. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Articles of
1
Incorporation, may be called by the President or the Secretary by
resolution of the Board of Directors or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of
the corporation issued and outstanding and entitled to vote. Such
request shall state the purpose of the proposed meeting.
Section 4. Notices of meetings shall be in writing and signed by the
President or a Vice-President or the Secretary or an Assistant Secretary
or by such other person or persons as the directors shall designate.
Such notice shall state the purpose or purposes for which the meeting is
called and the time and the place, which may be within or without this
State, where it is to be held. A copy of such notice shall be either
delivered personally to or shall be mailed, postage prepaid, to each
stockholder of record entitled to vote at such meeting not less than ten
nor more than sixty days before such meeting. If mailed, it shall be
directed to a stockholder at his address as it appears upon the records
of the corporation and upon such mailing of any such notice, the service
thereof shall be complete and the, time of the notice shall begin to run
from the date upon which such notice is deposited in the mail for
transmission to such stockholder. Personal delivery of any such notice
to any officer of a corporation or association, or to any member of a
partnership shall constitute delivery of such notice to such
corporation, association or partnership. In the event of the transfer of
stock after delivery of such notice of and prior to the holding of the
meeting it shall not be necessary to deliver or mail notice of the
meeting to the transferee.
Section 5. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 6. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise
provided by statute or by the Articles of Incorporation. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the
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stockholders entitled to vote thereat, present in person or represented
by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum
shall be present or represented. 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.
Section 7. When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the stock having
voting power present in person or represented by proxy shall be
sufficient to elect directors or to decide any question brought before
such meeting, unless the question is one upon which by express provision
of the statutes or of the Articles of Incorporation, a different vote is
required in which case such express provision shall govern and control
the decision of such question.
Section 8. Each stockholder of record of the corporation
shall be entitled at each meeting of stockholders to one vote for each
share of stock standing in his name on the books of the corporation.
Upon the demand of any stockholder, the vote for directors and the vote
upon any question before the meeting shall be by ballot.
Section 9. At any meeting of the stockholders any
stockholder may be represented and vote by a proxy or proxies appointed
by an instrument in writing. In the event that any such instrument in
writing shall designate two or more persons to act as proxies, a
majority of such persons present at the meeting, or, if only one shall
be present, then that one shall have and may exercise all of the powers
conferred by such written instrument upon all of the persons so
designated unless the instrument shall otherwise provide. No proxy or
power of attorney to vote shall be used to vote at a meeting of the
stockholders unless it shall have been filed with the secretary of the
meeting when required by the inspectors of election. A11 questions
regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the inspectors of
election who shall be appointed by the Board of Directors, or if not
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so appointed, then by the presiding officer of the meeting.
Section 10. Any action which may be taken by the vote of the
stockholders at a meeting may be taken without a meeting if authorized
by the written consent of stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the
Articles of Incorporation require a greater proportion of voting power
to authorize such action in which case such greater proportion of
written consents shall be required.
ARTICLE III
Directors
Section 1. The business of the corporation shall be managed
by its Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute
or by the Articles of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.
Section 2. The number of directors which shall constitute
the whole board shall be ________________ ( ). The number of directors
may from time to time be increased or decreased to not less than one nor
more than fifteen by action of the Board of Directors. The directors
shall be elected at the annual meeting of the stockholders and except as
provided in Section 2 of this Article, each director elected shall hold
office until his successor is elected and qualified. Directors need not
be stockholders.
Section 3. Vacancies in the Board of Directors including
those caused by an increase in the number of directors, may be filled by
a majority of the remaining directors, though less than a quorum, or by
a sole remaining director, and each director so elected shall hold
office until his successor is elected at an annual or a special meeting
of the stockholders. The holders of a two-thirds of the outstanding
shares of stock entitled to vote may at any time peremptorily terminate
the term of office of all or any of the directors by vote at a meeting
called for such purpose or by a written statement
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filed with the secretary or, in his absence, with any other officer.
Such removal shall be effective immediately, even if successors are not
elected simultaneously and the vacancies on the Board of Directors
resulting therefrom shall be filled only by the stockholders.
A vacancy or vacancies in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of any
directors, or if the authorized number of directors be increased, or if
the stockholders fail at any annual or special meeting of stockholders
at which any director or directors are elected to elect the full
authorized number of directors to be voted for at that meeting.
The stockholders may elect a director or directors at any
time to fill any vacancy or vacancies not filled by the directors. If
the Board of Directors accepts the resignation of a director tendered to
take effect at a future time, the Board or the stockholders shall have
power to elect a successor to take office when the resignation is to
become effective.
No reduction of the authorized number of directors shall
have the effect of removing any director prior to the expiration of his
term of office.
ARTICLE IV
Meetings of the Board of Directors
Section 1. Regular meetings of the Board of Directors shall
be held at any place within or without the State which has been
designated from time to time by resolution of the Board or by written
consent of all members of the Board. In the absence of such designation
regular meetings shall be held at the registered office of the
corporation. Special meetings of the Board may be held either at a place
so designated or at the registered office.
Section 2. The first meeting of each newly elected Board of
Directors shall be held immediately following the adjournment of the
meeting of stockholders
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and at the place thereof. No notice of such meeting shall be necessary
to the directors in order legally to constitute the meeting, provided a
quorum be present. In the event such meeting is not so held, the meeting
may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of
Directors.
Section 3. Regular meetings of the Board of Directors may be
held without call or notice at such time and at such place as shall from
time to time be fixed and determined by the Board of Directors.
Section 4. Special meetings of the Board of Directors may be
called by the Chairman or the President or by any Vice-President or by
any two directors.
Written notice of the time and place of special meetings
shall be delivered personally to each director, or sent to each director
by mail or by other form of written communication, charges prepaid,
addressed to him at his address as it is shown upon the records or is
not readily ascertainable, at the place in which the meetings of the
directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or
delivered to the telegraph company at least forty-eight (48) hours prior
to the time of the holding of the meeting. In case such notice is
delivered as above provided, it shall be so delivered at least twenty-
four (24) hours prior to the time of the holding of the meeting. Such
mailing, telegraphing or delivery as above provided shall be due, legal
and per-onal notice to such director.
Section 5. Notice of the time and place of holding an
adjourned meeting need not be given ~to the absent directors if the time
and place be fixed at the meeting adjourned.
Section 6. The transactions of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and
notice, if a quorum be present, and if, either before or after the
meeting, each of the directors not present signs a
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written waiver of notice, or a consent to holding such meeting, or an
approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes
of the meeting.
Section 7. A majority of the authorized number of directors
shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or
decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present shall be regarded as the
act of the Board of directors, unless a greater number be required by
law or by the Articles of Incorporation. Any action of a majority,
although not at a regularly called meeting, and the record thereof, if
assented to in writing by all of the other members of the Board shall be
as valid and effective in all respects as if passed by the Board in
regular meeting.
Section 8. A quorum of the directors may adjourn any
directors meeting to meet again at a stated day and hour; provided,
however, that in the absence of a quorum, a majority of the directors
present at any directors meeting, either regular or special, may adjourn
from time to time until the time fixed for the next regular meeting of
the Board.
ARTICLE V
Committees of Directors
Section 1. The Board of Directors may, by resolution adopted
by a majority of the whole Board, designate one or more committees of
the Board of Directors, each committee to consist of two or more of the
directors of the corporation which, to the extent provided in the
resolution, shall have and may exercise the power of the Board of
Directors in the management of the business and affairs of the
corporation and may have power to authorize the seal of the corporation
to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time
to time by the Board of Directors. The members of any such committee
present at
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any meeting and not disqualified from voting may, whether or not they
constitute a quorum, unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any absent or
disqualified member. At meetings of such committees, a majority of the
members or alternate members shall constitute a quorum for the
transaction of business, and the act of a majority of the members or
alternate members at any meeting at which there is a quorum shall be the
act of the committee.
Section 2. The committees shall keep regular minutes of
their proceedings and report the same to the Board of Directors.
Section 3. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may
be, and such written consent is filed with the minutes of proceedings of
the Board or committee.
ARTICLE VI
Compensation of Directors
Section 1. The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a
stated salary as director. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be
allowed like reimbursement and compensation for attending committee
meetings.
ARTICLE VII
Notices
Section 1. Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or
stockholders at their addresses appearing on the books of the
corporation.
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Notice by mail shall be deemed to be given at the time when the same
shall be mailed. Notice to directors may also be given by telegram.
Section 2. Whenever all parties entitled to vote at any
meeting, whether of directors or stockholders, consent, either by a
writing on the records of the meeting or filed with the secretary, or by
presence at such meeting and oral consent entered on the minutes, or by
taking part in the deliberations at such meeting without objection, the
doings of such meeting shall be as valid as if had at a meeting
regularly called and noticed, and at such meeting any business may be
transacted which is not excepted from the written consent or to the
consideration of which no objection for want of notice is made at the
time, and if any meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the proceedings
of said meeting may be ratified and approved and rendered likewise valid
and the irregularity or defect therein waived by a writing signed by all
parties having the right to vote at such meeting; and such consent or,
approval of stockholders may be by proxy or attorney, but all such
proxies and powers of attorney must be in writing.
Section 3. Whenever any notice whatever is required to be
given under the provisions of the statutes, of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.
ARTICLE VIII
Officers
Section 1. The officers of the corporation shall be chosen
by the Board of Directors and shall be a President, a Secretary and a
Treasurer. Any person may hold two or more offices.
Section 2. The Board of Directors at its first meeting after
each annual meeting of stockholders shall
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choose a Chairman of the Board who shall be a director, and shall choose
a President, a Secretary and a Treasurer, none of whom need be
directors.
Section 3. The Board of Directors may appoint a Vice-
Chairman of the Board, Vice-Presidents and one or more Assistant
Secretaries and Assistant Treasurers and such other officers and agents
as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.
Section 4. The salaries and compensation of all officers of
the corporation shall be fixed by the Board of Directors.
Section 5. The officers of the corporation shall hold office
at the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise shall be filled
by the Board of Directors.
Section 6. The Chairman of the Board shall preside at
meetings of the stockholders and the Board of Directors, and shall see
that all orders and resolutions of the Board of Directors are carried
into effect.
Section 7. The Vice-Chairman shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise
the powers of the Chairman of the Board and shall perform such other
duties as the Board of Directors may from time to time prescribe.
Section 8. The President shall be the chief executive
officer of the corporation and shall have active management of the
business of the corporation. He shall execute on behalf of the
corporation all instruments requiring such execution except to the
extent the signing and execution thereof shall be expressly designated
by the Board of Directors to some other officer or agent of the
corporation.
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Section 9. The Vice-President shall act under the direction
of the President and in the absence or disability of the President shall
perform the duties and exercise the powers of the President. They shall
perform such other duties and have such other powers as the President or
the Board of Directors may from time to time prescribe. The Board of
Directors may designate one or more Executive Vice-Presidents or may
otherwise specify the order of seniority of the Vice-Presidents. The
duties and powers of the President shall descend to the Vice-Presidents
in such specified order of seniority.
Section 10. The Secretary shall act under the direction of
the President. Subject to the direction of th~ President he shall attend
all meetings of the Board of Directors and all meetings of the
stockholders and record the proceedings. He shall perform like duties
for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings
of the Board of Directors, and shall perform such other duties as may be
prescribed by the President or the Board of Directors.
Section 11. The Assistant Secretaries shall act under the
direction of the President. In order of their seniority, unless
otherwise determined by the President or the Board of Directors, they
shall, in the absence or disability of the Secretary, perform the duties
and exercise the powers of the Secretary. They shall perform such other
duties and have such other powers as the President or the Board of
Directors may from time to time prescribe.
Section 12. The Treasurer shall act under the direction of
the President. Subject to the direction of the President he shall have
custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to
the corporation and shall deposit all monies and other valuable effects
in the name and to the credit of the corporation in such depositories as
may be designated by the Board of Directors. He shall disburse the funds
of the corporation as may be ordered by the President or the Board of
Directors, taking proper vouchers for such disbursements, and shall
render to the President and the
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Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer
and of the financial condition of the corporation.
Section 13. If required by the Board of Directors, he shall
give the corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.
Section 14. The Assistant Treasurer in the order of their
seniority, unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer. They shall perform
such other duties and have such other powers as the President or the
Board of Directors may from time to time prescribe.
ARTICLE IX
Certificates of Stock
Section 1. Every stockholder shall be entitled to have a
certificate signed by the President or a Vice President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the corporation, certifying the number of shares owned by
him in the corporation. If the corporation shall be authorized to issue
more than one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other
special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights, shall be set
forth in full or summarized on the face or back of the certificate which
the corporation shall issue to represent such stock.
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Section 2. If a certificate is signed (a) by a transfer agent other than
the corporation or its employees or (2) by a registrar other than the
corporation or its employees, the signatures of the officers of the
corporation may be facsimiles. In case any officer who has signed or
whose facsimile signature has been placed upon a certificate shall cease
to be such officer before such certificate is issued, such certificate
may be issued with the same effect as though the person had not ceased
to be such officer. The seal of the corporation, or a facsimile thereof,
may, but need not be, affixed to certificates of stock.
Section 3. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been
lost or destroyed upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board
of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as
it shall require and/or give the corporation a bond in
such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to
the certificate alleged to have been lost or destroyed.
Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation, if it is satisfied
that all provisions of the laws and regulations applicable to the
corporation regarding transfer and ownership of shares have been
complied with, to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its
books.
Section 5. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the
date of any meeting of
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stockholders, or the date for the payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or a date in
connection with obtaining the consent of stockholders for any purpose,
as a record date for the determination of the stockholders entitled to
notice of and to vote at any such meeting, and any adjournment thereof,
or entitled to receive payment of any such dividend, or to give such
consent, and in such case, such stockholders, and only such stockholders
as shall be stockholders of record on the date so fixed, shall be
entitled to notice of and to vote at such meeting, or any adjournment
thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock
on the books of the corporation after any such record date fixed as
aforesaid.
Section 6. The corporation shall be entitled to recognize
the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and dividends, and the
corporation shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Nevada.
ARTICLE X
General Provisions
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation,
if any, may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in
property or in shares of the capital stock, subject to the provisions of
the Articles of Incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such
sum or sums as the directors from time to time, in their absolute
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discretion, think proper as a reserve or reserves to meet contingencies,
or for equalizing dividends or for repairing or maintaining any property
of the corporation or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the directors
may modify or abolish any such reserve in the manner in which it was
created.
Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time
designate.
Section 4. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.
Section 5. The corporation may or may not have a corporate
seal, as may from time to time be determined by resolution of the Board
of Directors. If a corporate seal is adopted, it shall have inscribed
thereon the name of the corporation and the words "Corporate Seal" and
"Nevada". The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or in any manner reproduced.
ARTICLE XI
Indemnification
Every person who was or is a party or is threatened to be
made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of
the fact that he or a person of whom he is the legal representative is
or was a director or officer of the corporation or is or was serving at
the request of the corporation or for its benefit as a director or
officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless to the fullest extent legally permissible
under the General Corporation Law of the State of Nevada from time to
time against all expenses, liability and loss (including attorneys'
fees, judgments, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by him in
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connection therewith. The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by
the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the
amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right
which may be enforced in any manner desired by such person. Such right
of indemnification shall not be exclusive of any other right which such
directors, officers or representatives may have or hereafter acquire
and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law or otherwise, as well
as their rights under this Article.
The Board of Directors may cause the corporation to purchase
and maintain insurance on behalf of any person who is or was a director
or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation, or as
its representative in a partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred in
any such capacity or arising out of such status, whether
or not the corporation would have the power to indemnify
such person.
The Board of Directors may from time to time adopt further
Bylaws with respect to indemnification and may amend these and such
Bylaws to provide at all times the fullest indemnification permitted by
the General Corporation Law of the State of Nevada.
ARTICLE XII
Amendments
Section 1. The Bylaws may be amended by a majority vote of
all the stock issued and outstanding and entitled to vote at any annual
or special meeting of the
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stockholders, provided notice of intention to amend shall have been
contained in the notice of the meeting.
Section 2. The Board of Directors by a majority vote of the
whole Board at any meeting may amend these Bylaws, including Bylaws
adopted by the stockholders, but the stockholders may from time to time
specify particular provisions of the Bylaws which shall not be amended
by the Board of Directors.
APPROVED AND ADOPTED this day of , 19__.
Secretary
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