BY-LAWS
OF
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of the Company
shall be held at its office in the City of Las Vegas, County, Clark, at
8:00 o'clock in the a.m. on the first day of July in each year, if not a
legal holiday, and if a legal holiday, then on the next succeeding day
not a legal holiday, for the purpose of electing directors of the
company to serve during the ensuing year and for the transaction of such
other business as may be brought before the meeting.
At least five days' written notice specifying the time and place,
when and where, the annual meeting shall be convened, shall be mailed in
a United States Post Office addressed to each of the stockholders of
record at the time of issuing the notice at his or her, or its address
last known, as the same appears on the books of the company.
SECTION 2. Special meetings of the stockholders may be held at the
office of the company in the State of , or elsewhere, whenever called by
the President, or by the Board of Directors, or by vote of, or by an
instrument in writing signed by the holders of % of the issued and
outstanding capital stock of the company. At least ten days' written
notice of such meeting, specifying the day and hour and place, when and
where such meeting shall be convened, and objects for calling the same,
shall be mailed in a United States Post Office, addressed to each of the
stockholders of record at the time of issuing the notice, at his or her
or its address last known, as the same appears on the books of the
company.
SECTION 3. If all the stockholders of the company shall waive
notice of a meeting, no notice of such meeting shall be required, and
whenever all of the stockholders shall meet in person or by proxy, such
meeting shall be valid for all purposes without call or notice, and at
such meeting any corporate action may be taken.
The written certificate of the officer or officers calling any
meeting setting forth the substance of the notice, and the time and
place of the mailing of the same to the several stockholders, and the
respective addresses to which the same were mailed, shall be prima facie
evidence of the manner and fact of the calling and giving such notice.
If the address of any stockholder does not appear upon the books of
the company, it will be sufficient to address any notice to such
stockholder at the principal office of the corporation.
SECTION 4. All business lawful to be transacted by the stockholders
of the company may be transacted at any special meeting or at any
adjournment thereof. Only such business, however, shall be acted upon at
special meeting of the stockholders as shall have been referred to in
the notice calling such meetings, but at any stockholders' meeting at
which all of the outstanding capital stock of the company is
represented, either in person or by proxy, any lawful business may be
transacted, and such meeting shall be valid for all purposes.
SECTION 5. At the stockholders' meetings the holders of Seventy
(70%) in amount of the entire issued and outstanding capital stock of
the company, shall constitute a quorum for ail purposes of such
meetings.
If the holders of the amount of stock necessary to constitute a
quorum shall fail to attend, in person or by proxy, at the time and
place fixed by these By-laws for any annual meeting, or fixed by a
notice as above provided for a special meeting, a majority in interest
of the stockholders present in person or by proxy may adjourn from time
to time without notice other than by announcement at the meeting, until
holders of the amount of stock requisite to constitute a quorum shall
attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted
as originally called.
SECTION 6. At each meeting of the stockholders every stockholder
shall be entitled to vote in person or by his duly authorized proxy
appointed by instrument in writing subscribed by such stockholder or by
his duly authorized attorney. Each stockholder shall have one vote for
each share of stock standing registered in his or her or its name on the
books of the corporation, ten days preceding the day of such meeting.
The votes for directors, and upon demand by any stockholder, the votes
upon any question before the meeting, shall be viva voce.
At each meeting of the stockholders, a full, true and complete
list, in alphabetical order, of all the stockholders entitled to vote at
such meeting, and indicating the number of shares held by each,
certified by the Secretary of the Company, shall be furnished, which
list shall be prepared at least ten days before such meeting, and shall
be open to the inspection of the stockholders, or their agents or
proxies, at the place where such meeting is to be held, and for ten days
prior thereto. Only the persons in whose names shares of stock are
registered on the books of the company for ten days preceding the date
of such meeting, as evidenced by the list of stockholders, shall be
entitled to vote at such meeting. Proxies and powers of Attorney to vote
must be filed with the Secretary of the Company before an election or a
meeting of the stockholders, or they cannot be used at such election or
meeting.
SECTION 7. At each meeting of the stockholders the polls shall be
opened and closed; the proxies and ballots issued, received, and be
taken in charge of, for the purpose of the meeting, and all questions
touching the qualifications of voters and the validity of proxies, and
the acceptance or rejection of votes, shall be decided by two
inspectors. Such inspectors shall be appointed at the meeting by the
presiding officer of the meeting.
SECTION 8. At the stockholders' meetings, the regular order of business
shall be as follows:
1. Reading and approval of the Minutes of previous meeting or meetings;
2. Reports of the Board of Directors, the President, Treasurer and
Secretary of the Company in the order named;
3. Reports of Committee;
4. Election of Directors;
5. Unfinished Business;
6. New Business;
7. Adjournment.
ARTICLE II
DIRECTORS AND THEIR MEETINGS
SECTION 1. The Board of Directors of the Company shall consist of
persons who shall be chosen by the stockholders annually, at the annual
meeting of the Company, and who shall hold office for one year, and
until their successors are elected and qualify.
SECTION 2. When any vacancy occurs among the Directors by death,
resignation, disqualification or other cause, the stockholders, at any
regular or special meeting, or at any adjourned meeting thereof, or the
remaining Directors, by the affirmative vote of a majority thereof,
shall elect a successor to hold office for the unexpired portion of the
term of the Director whose place shall have become vacant and until his
successor shall have been elected and shall qualify.
SECTION 3. Meeting of the Directors may be held at the principal
office of the company in the state of , or elsewhere, at such place or
places as the Board of Directors may, from time to time, determine.
SECTION 4. Without notice or call, the Board of Directors shall
hold its first annual meeting for the year immediately after the annual
meeting of the stockholders or immediately after the election of
Directors at such annual meeting.
Regular meetings of the Board of Directors shall be held at the
office of the company in the City Of , State of
on at o'clock in the M. Notice of such regular meetings shall be mailed
to each Director by the Secretary at least three days previous to the
day fixed for such meetings, but no regular meeting shall be held void
or invalid if such notice is not given, provided the meeting is held at
the time and place fixed by these by-laws for holding such regular
meetings.
Special meetings of the Board of Directors may be held on the call
of the President or Secretary on at least three days notice by mail or
telegraph.
Any meeting of the Board, no matter where held, at which all of the
members shall be present, even though without or of which notice shall
have been waived by all absentees, provided a quorum shall be present,
shall be valid for all purposes unless otherwise indicated in the notice
calling the meeting or in the waiver of notice.
Any and all business may be transacted by any meeting of the Board
of Directors, either regular or special.
SECTION 5. A majority of the Board of Directors in office shall
constitute a quorum for the transaction of business, but if at any
meeting of the Board there be less than a quorum present, a majority of
those present may adjourn from time to time, until a quorum shall be
present, and no notice of such adjournment shall be required. The Board
of Directors may prescribe rules not in conflict with these By-laws for
the conduct of its business; provided, however, that in the fixing of
salaries of the officers of the corporation, the unanimous action of all
of the Directors shall be required.
SECTION 6. A Director need not be a stockholder of the corporation.
SECTION 7. The Directors shall be allowed and paid all necessary
expenses incurred in attending any meeting of the Board, but shall not
receive any compensation for their services as Directors until such time
as the company is able to declare and pay dividends on its capital
stock.
.
SECTION 8. The Board of Directors shall make a report to the
stockholders at annual meetings of the stockholders of the condition of
the company, and shall, at request, furnish each of the stockholders
with a true copy thereof.
The Board of Directors in its discretion may submit any contract or
act for approval or ratification at any annual meeting of the
stockholders called for the purpose of considering any such contract or
act, which, it approved, or ratified by the vote of the holders of a
majority of the capital stock of the company represented in person or by
proxy at such meeting, provided that a lawful quorum of stockholders be
there represented in person or by proxy, shall be valid and binding upon
the corporation and upon ail the stockholders thereof, as if it had been
approved or ratified by every stockholder of the corporation.
SECTION 9. The Board of Directors shall have the power from time to
time to provide for the management of the offices of the company in such
manner as they see fit, and in particular from time to time to delegate
any of the powers of the Board in the course of the current business of
the company to any standing or special committee or to any officer or
agent and to appoint any persons to be agents of the company with such
powers (including the power to sub delegate), and upon such terms as may
be deemed fit.
SECTION 10. The Board of Directors is vested with the complete and
unrestrained authority in the management of all the affairs of the
company, and is authorized to exercise for such purpose as the General
Agent of the Company, its entire corporate authority.
SECTION 11. The regular order of business at meetings of the Board
of Directors shall be as follows:
1. Reading and approval of the minutes of any previous meeting or
meetings;
2. Reports of officers and committeemen;
3. Election of officers;
4. Unfinished business;
5. New business;
6. Adjournment.
ARTICLE III
OFFICERS AND THEIR DUTIES
SECTION 1. The Board of Directors, at its first and after each
meeting after the annual meeting of stockholders, shall elect a
President, a Vice-President, a Secretary and a Treasurer, to hold office
for one year next coming, and until their successors are elected and
qualify. The offices of the Secretary and Treasurer may be held by one
person.
Any vacancy in any of said offices may be filled by the Board of
Directors.
The Board of Directors may from time to time, by resolution, appoint
such additional Vice Presidents and additional Assistant Secretaries,
Assistant Treasurer and Transfer Agents of the company as it may deem
advisable; prescribe their duties, and fix their compensation, and all
such appointed officers shall be subject to removal at any time by the
Board of Directors. All officers, agents, and factors of the company
shall be chosen and appointed in such manner and shall hold their office
for such terms as the Board of Directors may by resolution prescribe.
SECTION 2. The President shall be the executive officer of the
company and: shall have the supervision and, subject to the control of
the Board of Directors, the direction of the Company's affairs, with
full power to execute all resolutions and orders of the Board of
Directors not especially entrusted to some other officer of the company.
He shall be a member of the Executive Committee, and the Chairman
thereof; he shall preside at all meetings of the Board of Directors, and
at all meetings of the stockholders,. and shall sign the Certificates of
Stock issued by the company, and shall perform such other duties as
shall be prescribed by the Board of Directors.
SECTION 3. The Vice-President shail be vested with all the powers and
perform all the duties of the
President in his absence or inability to act, including the signing of
the Certificates of Stock issued by the company, and he shall so perform
such other duties as shall be prescribed by the Board of Directors.
SECTION 4. The Treasurer shall have the custody of ail the funds and
securities of the company. When necessary or proper he shall endorse on
behalf of the company for collection checks, notes, and other
obligations; he shall deposit all monies to the credit of the company in
such bank or banks or other depository as the Board of Directors may
designate; he shall sign all receipts and vouchers for payments made by
the company, except as herein otherwise provided. He shall sign with the
President all bills of exchange and promissory notes of the company; he
shall also have the care and custody of the stocks, bonds, certificates,
vouchers, evidence of debts, securities, and such other property
belonging to the company as the Board of Directors shall designate; he
shall sign all papers required by law or by those By-Laws or the Board
of Directors to be signed by the Treasurer. Whenever required by the
Board of Directors, he shall render a statement of his cash account; he
shall enter regularly in the books of the company to be kept by him for
the purpose, full and accurate accounts of all monies received and paid
by him on account of the company. He shall at all reasonable times
exhibit the books of account to any Directors of the company during
business hours, and he shall perform all acts incident to the position
of Treasurer subject to the control of the Board of Directors.
The Treasurer shall, if required by the Board of Directors, give
bond to the company conditioned for the faithful performance of all his
duties as Treasurer in such sum, and with such surety as shall be
approved by the Board of Directors, with expense of such bond to be
borne by the company.
SECTION 5. The Board of Directors may appoint an Assistant
Treasurer who shall have such powers and perform such duties as may be
prescribed for him by the Treasurer of the company or by the Board of
Directors, and the Board of Directors shall require the Assistant
Treasurer to give a bond to the company in such sum and with such
security as it shall approve, as conditioned for the faithful
performance of his duties as Assistant Treasurer, the expense of such
bond to be borne by the company.
SECTION 6. The Secretary shall keep the Minutes of all meetings of
the Board of Directors and the Minutes of all meetings of the
stockholders and of the Executive Committee in books provided for that
purpose. He shall attend to the giving and serving of all notices of the
company; he may sign with the President or Vice-President, in the name
of the Company, all contracts authorized by the Board of Directors or
Executive Committee; he shall affix the corporate seal of the company
thereto when so authorized by the Board of Directors or Executive
Committee; he shall have the custody of the corporate seal of the
company; he shall affix the corporate seal to all certificates of stock
duly issued by the company; he shall have charge of Stock Certificate
Books, Transfer books and Stock Ledgers, and such other books and papers
as the Board of Directors or the Executive Committee may direct, all of
which shall at all reasonable times be open to the examination of any
Director upon application at the office of the company during business
hours, and he shall, in general, perform all duties incident to the
office of Secretary.
SECTION 7. The Board of Directors may appoint an Assistant
Secretary who shall have such powers and perform such duties as may be
prescribed for him by the Secretary of the company or by the Board of
Directors.
SECTION 8. Unless otherwise ordered by the Board of Directors, the
President shall have full power and authority in behalf of the company
to attend and to act and to vote at any meetings of the stockholders of
any corporation in which the company may hold stock, and at any such
meetings, shall possess and may exercise any and all rights and powers
incident to the ownership of such stock, and which as the new owner
thereof, the company might have possessed and exercised if present. The
Board of Directors, by resolution, from time to time, may confer like
powers on any person or persons in place of the President to represent
the company for the purposes in this section mentioned.
ARTICLE IV
CAPITAL STOCK
SECTION 1. The capital stock of the company shall be issued in such
manner and at such times and upon such conditions as shall be prescribed
by the Board of Directors.
SECTION 2. Ownership of stock in the company shall be evidenced by
certificates of stock in such forms as shall be prescribed by the Board
of Directors, and shall be under the seal of the company and signed by
the President or the Vice-President and also by the Secretary or by an
Assistant Secretary.
All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby with the number of such
shares and the date of issue shall be entered on the company's books.
No certificates shall be valid unless it is signed by the President
or Vice-President and by the Secretary or Assistant Secretary.
All certificates surrendered to the company shall be cancelled and
no new certificate shall be issued until the former certificate for the
same number of shares shall have been surrendered or cancelled.
SECTION 3. No transfer of stock shall be valid as against the
company except on surrender and cancellation of the certificate
therefore, accompanied by an assignment or transfer by the owner
therefore, made either in person or under assignment, a new certificate
shall be issued therefore.
Whenever any transfer shall be expressed as made for collateral
security and not absolutely, the same shall be so expressed in the entry
of said transfer on the books of the company.
SECTION 4. The Board of Directors shall have power and authority to
make all such rules and regulations not inconsistent herewith as it may
deem expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the company.
The Board of Directors may appoint a transfer agent and a registrar
of transfers and may require all stock certificates to bear the
signature of such transfer agent and such registrar of transfer.
SECTION 5. The Stock Transfer Books shall be closed for all
meetings of the stockholders for the period of ten days prior to such
meetings and shall be closed for the payment of dividends during such
periods as from time to time may be fixed by the Board of Directors, and
during such periods no stock shall be transferable.
SECTION 6. Any person or persons applying for a certificate of
stock in lieu of one alleged to have been lost or destroyed, shall make
affidavit or affirmation of the fact, and shall deposit with the company
an affidavit. Whereupon, at the end of six months after the deposit of
said affidavit and upon such person or persons giving Bond of Indemnity
to the company with surety to be approved by the Board of Directors in
double the current value of stock against any damage, loss or
inconvenience to the company, which may or can arise in consequence of a
new or duplicate certificate being issued in lieu of the one lost or
missing, the Board of Directors may cause to be issued to such person or
persons a new certificate, or a duplicate of the certificate, so lost or
destroyed. The Board of Directors may, in its discretion refuse to issue
such new or duplicate certificate save upon the order of some court
having jurisdiction in such matter, anything herein to the contrary
notwithstanding.
ARTICLE V
OFFICES AND BOOKS
SECTION 1. The principal office of the corporation, in shall be at
, and the company may have a principal office in
any other state or territory as the Board of Directors may designate.
SECTION 2. The Stock and Transfer Books and a copy of the By-Laws
and Articles of Incorporation of the company shall be kept at its
principal office in the County of , State of , for the inspection of all
who are authorized or have the right to see the same, and for the
transfer of stock. All other books of the company shall be kept at such
places as may be prescribed by the Board of Directors.
ARTICLE Vl
MISCELLANEOUS
SECTION 1. The Board of Directors shall have power to reserve over
and above the capital stock paid in, such an amount in its discretion as
it may deem advisable to fix as a reserve fund, and may, from time to
time, declare dividends from the accumulated profits of the company in
excess of the amounts so reserved, and pay the same to the stockholders
of the company, and may also, if it deems the same advisable, declare
stock dividends of the unissued capital stock of the company.
SECTION 2. No agreement, contract or obligation (other than checks
in payment of indebtedness incurred by authority of the Board of
Directors) involving the payment of monies or the credit of the company
for more than dollars, shall be made without the authority of the Board
of Directors, or of the Executive Committee acting as such.
SECTION 3. Unless otherwise ordered by the Board of Directors, all
agreements and contracts shall be signed by the President and the
Secretary in the name and on behalf of the company, and shall have the
corporate seal thereto affixed.
SECTION 4. All monies of the corporation shall be deposited when
and as received by the Treasurer in such bank or banks or other
depository as may from time to time be designated by the Board of
Directors, and such deposits shall be made in the name of the company.
SECTION 5. No note, draft, acceptance, endorsement or other
evidence of indebtedness shall be valid or against the company unless
the same shall be signed by the President or a Vice-President, and
attested by the Secretary or an Assistant Secretary, or signed by the
Treasurer or an Assistant Treasurer, and countersigned by the President,
Vice-President, or Secretary, except that the Treasurer or an Assistant
Treasurer may, without countersignature, make endorsements for deposit
to the credit of the company in all its duly authorized depositories.
SECTION 6. No loan or advance of money shall be made by the company
to any stockholder or officer therein, unless the Board of Directors
shall otherwise authorize.
SECTION 7. No director nor executive officer of the company shall
be entitled to any salary or compensation for any services performed for
the company, unless such salary or compensation shall be fixed by
resolution of the Board of Directors, adopted by the unanimous vote of
all the Directors voting in favor thereof.
SECTION 8. The company may take, acquire, hold, mortgage, sell, or
otherwise deal in stocks or bonds or securities of any other
corporation, if and as often as the Board of Directors shall so elect.
SECTION 9. The Directors shall have power to authorize and cause to
be executed, mortgages, and liens without limit as to amount upon the
property and franchise of this corporation, and pursuant to the
affirmative vote, either in person or by proxy, of the holders of a
majority of the capital stock issued and outstanding; the Directors
shall have the authority to dispose in any manner of the whole property
of this corporation.
SECTION 10. The company shall have a corporate seal, the design thereof
being as follows:
ARTICLE Vl1
AMENDMENT OF BY-LAWS
SECTION 1. Amendments and changes of these By-Laws may be made at
any regular or special meeting of the Board of Directors by a vote of
not less than all of the entire Board, or may be made by a vote of, or a
consent in writing signed by the holders of the issued and outstanding
capital stock.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being the
directors of the above named corporation, do hereby consent to the
foregoing By-Laws and adopt the same as and for the By-Laws of said
corporation.
IN WITNESS WHEREOF, we have hereunto set our hands this
