BYLAWS OF
ElPlata Corporation
INCORPORATED IN THE
STATE OF NEVADA
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BYLAWS
OF
ElPlata Corporation
TABLE OF CONTENTS
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Article I. Office and Registered Agent 1
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Article II. Shareholders' Meetings 1
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Section 2.1 Annual Meetings 1
Section 2.2 Special Meetings 1
Section 2.3 Notice of Shareholders' Meeting 1
Section 2.4 Waiver of Notice 1
Section 2.5 Place of Meeting 2
Section 2.6 Closing of Transfer Books or Fixing Record Date 2
Section 2.7 Quorum of Shareholders 2
Section 2.8 Voting Lists 2
Section 2.9 Voting 2
Section 2.10 Proxies 2
Section 2.11 Informal Action by Shareholders 2
Article III. Board of Directors 2
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Section 3.1 General Powers 2
Section 3.2 Number, Tenure and Qualifications 3
Section 3.3 Election of Board of Directors 3
Section 3.4 Regular Meetings 3
Section 3.5 Special Meetings 3
Section 3.6 Waiver of Notice 3
Section 3.7 Quorum 3
Section 3.8 Manner of Acting 3
Section 3.9 Powers of Directors 3
Section 3.10 Vacancies 3
Section 3.11 Removals 4
Section 3.12 Resignations 4
Section 3.13 Presumption of Assent 4
Section 3.14 Compensation 4
Section 3.15 Emergency Power 4
Section 3.16 Chairman 4
Article IV. Officers 4
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Section 4.1 Number 4
Section 4.2 Election and Term of Office 4
Section 4.3 Resignation 4
Section 4.4 Removal 5
Section 4.5 Vacancies 5
Section 4.6 President 5
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Section 4.7 Vice President 5
Section 4.8 Secretary 5
Section 4.9 Treasurer 5
Section 4.10 General Manager 5
Section 4.11 Officers 6
Section 4.12 Salaries 6
Section 4.13 Surety Bonds 6
Article V. Committees 6
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Section 5.1 Executive Committee 6
Section 5.2 Other Committees 6
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Article VI. Contracts, Loans, Deposits and Checks 6
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Section 6.1 Contracts 6
Section 6.2 Loans 6
Section 6.3 Deposits 6
Section 6.4 Checks and Drafts 6
Section 6.5 Bonds and Debentures 7
Article VII. Capital Stock 7
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Section 7.1 Certificate of Share 7
Section 7.2 Transfer of Shares 7
Section 7.3 Transfer Agent and Registrar 7
Section 7.4 Lost or Destroyed Certificates 7
Section 7.5 Consideration for Shares 7
Section 7.6 Registered Shareholders 7
Article VIII. Indemnification 8
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Section 8.1 Indemnification 8
Section 8.2 Other Indemnification 8
Section 8.3 Insurance 8
Section 8.4 Settlement by Corporation 8
Article IX. Amendments 8
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Article X. Fiscal Year 8
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Article XI. Dividends 8
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Article XII. Corporate Seal 9
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BYLAWS
OF
ELPLATA CORPORATION
ARTICLE I - OFFICE AND REGISTERED AGENT
The principal office of the Corporation in the State of Nevada shall be
located at 502 East John, Carson City, Nevada 89706. The Corporation may
maintain such other offices, within or without the State of Nevada, as the Board
of Directors may from time to time designate. The location of the principal
office may be changed by the Board of Directors. The name of the registered
agent of the Corporation in the State of Nevada at its principal office is CSC
Services of Nevada, Inc.
ARTICLE II - SHAREHOLDERS' MEETINGS
Section 2.1. Annual Meetings. The annual meeting of the shareholders of
the Corporation shall be held at such place within or without the State of
Nevada as shall be designated by the Board of Directors in compliance with these
Bylaws. The meeting shall be held on the first Tuesday of June of each year
beginning with the year 1999 at 10:00 a.m. If such day is a legal holiday, the
meeting shall be on the next business day. This meeting shall be for the
election of directors and for the transaction of such other business as may
properly come before it.
In the event that such annual meeting is omitted by oversight or
otherwise on the date herein provided for, the directors shall cause a meeting
in lieu thereof to be held as soon thereafter as conveniently may be, and any
business transacted or elections held at such meeting shall be as valid as if
transacted or held at the annual meeting. If the election of directors shall not
be held on the date designated herein for any annual meeting of shareholders, or
at any adjournment thereof, the Board of Directors shall cause the election to
be held at a special meeting of shareholders as soon thereafter as may
conveniently be called. Such subsequent meeting shall be called in the same
manner as is provided for the annual meeting of shareholders.
Section 2.2. Special Meetings. Special meetings of shareholders, other
than those regulated by statute, may be called at any time by the President, the
Secretary or by a majority of the directors, and must be called by the President
upon written request of the holders of not less than 10% of the issued and
outstanding shares entitled to vote at such special meeting.
Section 2.3. Notice of Shareholders' Meetings. The President, Vice
President or Secretary shall give written notice stating the place, day and hour
of the meeting, and in the case of a special meeting the purpose or purposes for
which the meeting is called, which shall be delivered not less than ten nor more
than fifty days before the day of the meeting, either personally or by mail to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the books of the
Corporation, with postage thereon prepaid.
Any meeting of which all shareholders shall at any time waive or have
waived notice in writing shall be a legal meeting for the transaction of
business notwithstanding that notice has not been given as hereinbefore
provided.
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Section 2.4. Waiver of Notice. Whenever any notice is required to be
given by these Bylaws, or the Articles of Incorporation, or by any of the
Corporation Laws of the State of Nevada, a shareholder may waive the notice of
meeting by attendance at the meeting, either in person or by proxy, or by so
stating in writing, either before or after such meeting. Attendance at a meeting
for the express purpose of objecting that the meeting was not lawfully called or
convened shall not, however, constitute a waiver of notice.
Section 2.5. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Nevada, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
If no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the registered office of the Corporation.
Section 2.6. Closing of Transfer Books or Fixing Record Date. For the
purpose of determining shareholders entitled to notice or to vote at any meeting
of shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a period not to exceed, in any
case, 50 days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least 10 days immediately
preceding the date determined to be the date of record. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than 50 days and in case of a meeting of shareholders not less than
10 days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice or to vote at a meeting of shareholders or shareholders to
receive payment of a dividend, the date on which notice of the meeting is mailed
or the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be deemed the date of record for
such determination of shareholders. When a determination of persons entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.
Section 2.7. Quorum of Shareholders. Except as herein provided and as
otherwise provided by law, at any meeting of shareholders a thirty percent (30%)
majority in interest of all the shares issued and outstanding represented by
shareholders of record in person or by proxy shall constitute a quorum, but a
less interest may adjourn any meeting and the meeting may be held as adjourned
without further notice; provided; however, that directors shall not be elected
at the meeting so adjourned. When a quorum is present at any meeting, a majority
in interest of the shares represented shall be the act of the shareholders,
unless the matter voted upon is one upon which the express provision of law or
of the Articles of Incorporation or of these Bylaws a larger or different vote
is required, in which case such express provision shall govern and control the
decision of such question.
Section 2.8. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make a complete list of
the shareholders entitled to vote at such meeting or any adjournment thereof,
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arranged in alphabetical order, with the address of and the number of shares
held by each, which list shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any shareholder, for
any purpose germane to the meeting, during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
Section 2.9. Voting. A holder of an outstanding share entitled to vote
at a meeting may vote at such meeting in person or by proxy. Except as may
otherwise be provided in the Articles of Incorporation, every shareholder shall
be entitled to one vote for each share standing in his name on the record of
shareholders. Except as herein or in the Articles of Incorporation otherwise
provided, all corporate action shall be determined by a majority of the votes
cast at a meeting of shareholders at which a quorum is present, by the holders
of shares entitled to vote thereon.
Section 2.10. Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be filed with the secretary
of the Corporation before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided in
the proxy.
Section 2.11. Informal Action by Shareholders. Any action required 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 a majority of the
shareholders entitled to vote with respect to the subject matter thereof,
provided that if any greater proportion and voting power is required for such
action, then such greater proportion of written consents shall be required.
ARTICLE III - BOARD OF DIRECTORS
Section 3.1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors. The Board of Directors
may adopt such rules and regulations for the conduct of their meetings and the
management of the Corporation as they deem proper.
Section 3.2. Number, Tenure and Qualifications. The number of directors
for the Board of Directors of the Corporation shall be not less than two nor
more than ten. Each director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified.
Directors need not be residents of the State of Nevada or shareholders of the
Corporation.
Section 3.3. Election of Board of Directors. The Board of Directors
shall be chosen by ballot at the annual meeting of shareholders or at any
meeting held in place thereof as provided by law.
Section 3.4. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than by this Bylaw, immediately
following and at the same place as the annual meeting of the shareholders. The
Board of Directors may provide by resolution the time and place for the holding
of additional regular meetings without other notice than such resolution.
Members of the Board of Directors may participate in a meeting of the
Board by means of conference telephone or similar communications equipment by
which all persons participating in the meeting can hear each other and
participation in a meeting under this subsection shall constitute presence in
person at the meeting, pursuant to Nevada Revised Statute, Section 78.315.
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Section 3.5. Special Meetings. Special meetings of the Board of
Directors may be called by order of the Chairman of the Board, the President or
by one-third of the directors. The Secretary shall give notice of the time,
place and purpose or purposes of each special meeting by mailing the same at
least two days before the meeting or by telephoning or telecopying or wiring the
same at least one day before the meeting to each director.
Section 3.6. Waiver of Notice. Whenever any notice whatever is required
to be given by these Bylaws, or the Articles of Incorporation of the
Corporation, or by any of the Corporation Laws of the State of Nevada, a
director may waive the notice of meeting by attendance in person at the meeting,
or by so stating in writing, either before or after such meeting. Attendance at
a meeting for the express purpose of objecting that the meeting was not lawfully
called or convened shall not, however, constitute a waiver of notice.
Section 3.7. Quorum. A majority of the members of the Board of
Directors, or a sole remaining director, shall constitute a quorum for the
transaction of business, but less than a quorum may adjourn any meeting from
time to time until a quorum shall be present, whereupon the meeting may be held,
as adjourned, without further notice. At any meeting at which every director
shall be present, even though without any notice, any business may be
transacted.
Section 3.8. Manner of Acting. At all meetings of the Board of
Directors, each director shall have one vote. The act of a majority present at a
meeting shall be the act of the Board of Directors, provided a quorum is
present. Any action required to be taken or which may be taken at a meeting of
the directors may be taken without a meeting if a consent in writing setting
forth the action so taken shall be signed by all the directors. The directors
may conduct a meeting by means of a conference telephone or any similar
communication equipment by which all persons participating in the meeting can
hear each other.
Section 3.9. Powers of Directors. The Board of Directors shall have the
responsibility for the entire management of the business of the Corporation. In
the management and control of the property, business and affairs of the
Corporation the Board of Directors is hereby vested with all of the powers
possessed by the Corporation itself so far as this delegation of authority is
not inconsistent with the laws of the State of Nevada and with the Articles of
Incorporation or with these Bylaws. The Board of Directors shall have the power
to determine what constitutes net earnings, profits and surplus, respectively,
and what amounts shall be reserved for working capital and for any other purpose
and what amounts shall be declared as dividends, and such determination by the
Board of Directors shall be final and conclusive.
Section 3.10. Vacancies. A vacancy in the Board of Directors shall be
deemed to exist in case of death, resignation or removal of any director, or if
the authorized number of directors be increased, or if the shareholders fail at
any meeting of shareholders at which any director is to be elected, to elect the
full authorized number to be elected at that meeting.
Any vacancy occurring in the Board of Directors, whether arising from
death, resignation, removal (with or without cause), any increase in the number
of directors or any other reason, may be filled by an affirmative vote of the
majority of the remaining directors, though less than a quorum of the Board of
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Directors, by a sole remaining director, or by the shareholders at the next
annual meeting thereof or at a special meeting thereof, and each director so
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.
Section 3.11. Removals. Directors may be removed at any time at a
meeting called expressly for that purpose by a vote of the shareholders holding
a majority of the shares issued and outstanding and entitled to vote. Such
vacancy shall be filled by the directors then in office, though less than a
quorum, to hold office until the next annual meeting or until his successor is
duly elected and qualified, except that any directorship to be filled by reason
of removal by the shareholders may be filled by election, by the shareholders,
at the meeting at which the director is removed. 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.
Section 3.12. Resignations. A director may resign at any time by
delivering written notification thereof to the President or Secretary of the
Corporation. Such resignation shall become effective upon its acceptance by the
Board of Directors; provided, however, that if the Board of Directors has not
acted thereon within ten days from the date of its delivery, the resignation
shall upon the tenth day be deemed accepted.
Section 3.13. Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
Secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
Section 3.14. Compensation. By resolution of the Board of Directors,
the directors shall be paid their expenses, if any, 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.
Section 3.15. Emergency Power. When, due to a national disaster or
death, a majority of the directors are incapacitated or otherwise unable to
attend the meetings and function as directors, the remaining members of the
Board of Directors shall have all powers necessary to function as a complete
Board and, for the purpose of doing business and filling vacancies, shall
constitute a quorum until such time as all directors can attend or vacancies can
be filled pursuant to these Bylaws.
Section 3.16. Chairman. The Board of Directors may elect from its own
number a Chairman of the Board, who shall preside at all meetings of the Board
of Directors, and shall perform such other duties as may be prescribed from time
to time by the Board of Directors.
ARTICLE IV - OFFICERS
Section 4.1. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer, each of
whom shall be elected by a majority of the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be elected or
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appointed by the Board of Directors. In its discretion, the Board of Directors
may leave unfilled for any such period as it may determine any office except
those of President and Secretary. Any two or more offices may be held by the
same person. Officers may or may not be directors or shareholders of the
Corporation.
Section 4.2. Election and Term of Office. The officers of the
Corporation are to be elected 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 successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
Section 4.3. Resignation. Any officer may resign at any time by
delivering a written resignation either to the President or to the Secretary.
Unless otherwise specified therein, such resignation shall take effect upon
delivery.
Section 4.4. Removal. Any officer or agent may be removed by the Board
of Directors whenever in its judgment the best interests of the Corporation will
be served thereby but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights. Any such removal shall
require a majority vote of the Board of Directors, exclusive of the officer in
question if he is also a director.
Section 4.5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or if a new office shall be
created, may be filled by the Board of Directors for the unexpired portion of
the term.
Section 4.6. President. The President shall be the chief executive and
administrative officer of the Corporation. He shall preside at all meetings of
the shareholders and, in the absence of the Chairman of the Board, at meetings
of the Board of Directors. He shall exercise such duties as customarily pertain
to the office of President and shall have general and active supervision over
the property, business and affairs of the Corporation and over its several
officers. He may appoint officers, agents or employees other than those
appointed by the Board of Directors. He may sign, execute and deliver in the
name of the Corporation, powers of attorney, certificates of stock, contracts,
bonds, deeds, mortgages 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 4.7. Vice President. The Vice President shall have such powers
and perform such duties as may be assigned to him by the Board of Directors or
the President. In the absence or disability of the President, the Vice President
designated by the board or the President shall perform the Duties and exercise
the powers of the President. In the event there is more than one Vice President
and the Board of Directors has not designated which Vice President is to act as
President, then the Vice President who was elected first shall act as President.
A Vice President may sign and execute contracts and other obligations pertaining
to the regular course of his duties.
Section 4.8. Secretary. 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. He shall cause notice to be given of the meetings of
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shareholders, of the Board of Directors and of any committee appointed by the
board. He 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. He may sign or
execute contracts with the President or Vice President thereunto authorized in
the name of the Corporation and affix the seal of the Corporation thereto. He
shall perform such other duties as may be prescribed from time to time by the
board of Directors or by the Bylaws. He shall be sworn to the faithful discharge
of his duties. Assistant Secretaries shall assist the Secretary and shall keep
and record such minutes of meetings as shall be directed by the Board of
Directors.
Section 4.9. Treasurer. The Treasurer shall have general custody of the
collection and disbursement of funds of the Corporation, for collection of
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 designate. He may sign, with the President, or such other persons
as may be designated for the purpose by the Board of Directors, all bills of
exchange or promissory notes of the Corporation. He shall enter or cause to be
entered regularly in the books of the Corporation full and accurate accounts of
all monies received and paid by him on account of the Corporation, shall at all
reasonable times exhibit his 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 a statement of his accounts. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.
Section 4.10. General Manager. The Board of Directors may employ and
appoint a General Manager who may, or may not, be one of the officers or
directors of the Corporation. If employed by the Board of Directors he shall be
the chief operating officer of the Corporation and, subject to the directions of
the Board of Directors, shall have general charge of the business operations of
the Corporation and general supervision over its employees and agents. He shall
have the exclusive management of the business of the Corporation and of all of
its dealings, but at all times subject to the control of the Board of Directors.
Subject to the approval of the Board of Directors or the executive committee, he
shall employ all employees of the Corporation, or delegate such employment to
subordinate officers, or such division officers, or such division chiefs, and
shall have authority to discharge any person so employed. He shall make a
quarterly report to the President and directors, or more often if required to do
so, setting forth the result of the operations under his charge, together with
suggestions looking to the improvement and betterment of the condition of the
Corporation, and to perform such other duties as the Board of Directors shall
require.
Section 4.11. Officers. Other officers shall perform such duties and
have such powers as may be assigned to them by the Board of Directors.
Section 4.12. Salaries. 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 power to fix the salaries or other compensation of any
subordinate officers or agents. No officer shall be prevented from receiving any
such salary or compensation by reason of the fact that he is also a director of
the corporation.
Section 4.13. Surety Bonds. In case 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 sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his duties to the
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Corporation, including responsibility for negligence and for the accounting for
all property, monies or securities of the Corporation which may come into his
hands.
ARTICLE V - COMMITTEES
Section 5.1. Executive Committee. The Board of Directors may appoint
from among its members an Executive Committee of not less than two nor more than
seven members, one of whom shall be the President, and shall designate one or
more of its members as alternates to serve as a member or members of the
Executive Committee in the absence of a regular member or members. The Board of
Directors reserves to itself alone the power to declare dividends, issue stock,
recommend to shareholders any action requiring their approval, change the
membership of any committee at any time, fill vacancies therein, and discharge
any committee either with or without cause at any time. Subject to the foregoing
limitations, the Executive Committee shall possess and exercise all other powers
of the Board of Directors during the intervals between meetings of the Board of
Directors.
Section 5.2. Other Committees. The Board of Directors may also appoint
from among its own members such other committees as the Board may determine,
which shall in each case consist of not less than two directors, and which shall
have such powers and duties as shall from time to time be prescribed by the
Board. The President shall be a member ex officio of each committee appointed by
the Board of Directors. A majority of the members of any committee may fix its
rules of procedure.
ARTICLE VI - CONTRACTS, LOANS, DEPOSITS AND CHECKS
Section 6.1. 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 6.2. Loans. No loan or advances shall be contracted on behalf
of the Corporation, no 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 6.3. 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 any officer or agent authorized to do so by
the Board of Directors.
Section 6.4. 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. Endorsements
for deposit to the credit of the Corporation in any of its duly authorized
depositories shall be made in such manner as the Board of Directors from time to
time may determine.
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Section 6.5. Bonds and Debentures. Every bond or debenture issued by
the Corporation shall be evidenced by an appropriate instrument which shall be
signed by the President or a Vice President and by the Treasurer or by the
Secretary, and sealed with the seal of the Corporation. The seal may be
facsimile, engraved or printed. Where such bond or debenture is authenticated
with the manual signature of an authorized officer of the Corporation or other
trustee designated by the indenture of trust or other agreement under which such
security is issued, the signature of any of the Corporation's officers named
thereon may be facsimile. In case any officer who signed, or whose facsimile
signature has been used on any such bond or debenture, shall cease to be an
officer of the Corporation for any reason before the same has been delivered by
the Corporation, such bond or debenture may nevertheless be adopted by the
Corporation and issued and delivered as though the person who signed it or whose
facsimile signature has been used thereon had not ceased to be such officer.
ARTICLE VII - CAPITAL STOCK
Section 7.1. Certificates of Shares. The shares of the Corporation
shall be represented by certificates prepared by the Board of Directors and
signed by the President or a Vice President, and by the Secretary, or an
Assistant Secretary, and sealed with the seal of the Corporation or a facsimile.
The signatures of such officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or one of its employees. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the Board may prescribe.
Section 7.2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto 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 shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.
Section 7.3. Transfer Agent and Registrar. The Board of Directors shall
have power to appoint one or more transfer agents and registrars for the
transfer and registration of certificates of stock of any class, and may require
that stock certificates shall be countersigned and registered by one or more of
such transfer agents and registrars.
Section 7.4. Lost or Destroyed Certificates. The Corporation may issue
a new certificate to replace any certificate theretofore issued by it alleged to
have been lost or destroyed. The Board of Directors may require the owner of
such a certificate or his legal representatives to give the Corporation a bond
in such sum and with such sureties as the Board of Directors may direct to
indemnify the Corporation and its transfer agents and registrars, if any,
BYLAWS OF ELPLATA CORPORATION " PAGE 9
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against claims that may be made on account of the issuance of such new
certificates. A new certificate may be issued without requiring any bond.
Section 7.5. Consideration for Shares. The capital stock of the
Corporation shall be issued for such consideration, but not less than the par
value thereof, as shall be fixed from time to time by the Board of Directors. In
the absence of fraud, the determination of the Board of Directors as to the
value of any property or services received in full or partial payment of shares
shall be conclusive.
Section 7.6. Registered Shareholders. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder
thereof in fact, and shall not be bound to recognize any equitable or other
claim to or on behalf of the Corporation, any and all of the rights and powers
incident to the ownership of such stock at any such meeting, and shall have
power and authority to execute and deliver proxies and consents on behalf of the
Corporation in connection with the exercise by the Corporation of the rights and
powers incident to the ownership of such stock. The Board of Directors, from
time to time may confer like powers upon any other person or persons.
ARTICLE VIII - INDEMNIFICATION
Section 8.1. Indemnification. No officer or director shall be
personally liable for any obligations arising out of any acts or conduct of said
officer or director performed for or on behalf of the Corporation. The
Corporation shall and does hereby indemnify and hold harmless each person and
his 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 persons shall become subject by reason of any action
alleged to have been heretofore or hereafter taken or omitted to have been taken
by him as such director or officer, and shall reimburse each such person for all
legal and other expenses reasonably incurred by him in connection with any such
claim of liability; including power to defend such person from all suits as
provided for under the provisions of the Nevada Corporation Laws; 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 own gross 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 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 for. The
Corporation, its directors, officers, employees and agents shall be fully
protected in taking any action or making any payment or in refusing so to do in
reliance upon the advice of counsel.
Section 8.2. 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 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 or
employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.
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Section 8.3. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer or employee
of the Corporation, or is or was serving at the request of the Corporation in
such capacity for another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by him
in any capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against liability under the
provisions of this Article VIII or the laws of the State of Nevada.
Section 8.4. 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 such claim, action, suit
or proceeding at the expense of the Corporation by the payment of the amount of
such settlement and the costs and expenses incurred in connection therewith.
ARTICLE IX - AMENDMENTS
These Bylaws may be altered, amended, repealed, or added to by the
affirmative vote of the holders of a majority of the shares entitled to vote in
the election of any director at an annual meeting or at a special meeting called
for that purpose, provided that a written notice shall have been sent to each
shareholder of record entitled to vote at such meetings at least ten days before
the date of such annual or special meetings, which notice shall state the
alterations, amendments, additions, or changes which are proposed to be made in
such Bylaws. Only such changes shall be made as have been specified in the
notice. The Bylaws may also be altered, amended, repealed, or new Bylaws adopted
by a majority of the entire Board of Directors at any regular or special
meeting. Any Bylaws adopted by the Board may be altered, amended, or repealed by
a majority of the shareholders entitled to vote.
ARTICLE X - FISCAL YEAR
The fiscal year of the Corporation shall be December 31, and may be
varied by resolution of the Board of Directors.
ARTICLE XI - DIVIDENDS
The Board of Directors may at any regular or special meeting, as they
deem advisable, declare dividends payable out of the unreserved and unrestricted
earned surplus of the Corporation except the directors may declare dividends in
accordance with the laws of the State of Nevada.
ARTICLE XII - CORPORATE SEAL
The seal of the Corporation shall be in the form of a circle and shall
bear the name of the Corporation and the year of incorporation.
Adopted by resolution of the Board of Directors on the 20th day of
April, 1998.
-------------------------
Matthew Blair, Secretary
ELPLATA CORPORATION
(a Nevada corporation)
BYLAWS OF ELPLATA CORPORATION " PAGE 11
