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, Clark County, Nevada at 10: 00 a.m.
o'clock in the - noon on the 17th day of Novemberin 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 Nevada , 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 51 % 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 6f 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 f if ty percent (
50 %) in amount of the entire issued and outstanding capital stock of the
company, shall constitute a quorum for all 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;
Reports of the Board of Directors, the President, Treasurer and
Secretary of the Company in the order named;
Reports of Committee;
4. Election of Directors;
5. Unfinished Business;
6. New Business;
7. Adjournment.
ARTICLE 11
DIRECTORS AND THEIR MEETINGS
SECTION 1. The Board of Directors of the Company shall consist of 3
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 Nevada 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 Las Vegas State of Nevada on
9/21/87 at 10:00 o'clock in the A. 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 all 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 subdelegate), and upon such terms as may be deemed
fit.
SECTION 10. The Board of Directors is invested 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.
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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 shall 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 all 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 security as shall be approved by
the Board of Directors, with expense of such bond to be borne by the
company.
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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 the Minutes of all meetings of the stockholders
and of the Executive Committee in books provided ror 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.
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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 therefor,
accompanied by an assignment or transfer by the owner therefor, made either
in person or under assignment, a new certificate shall be issued therefor.
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, 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.
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ARTICLE V
OFFICES AND BOOKS
SECTION 1. The principal office of the corporation, in Nevada shall be
at 1905 S. Eastern, Las Vegas, NV 89104 ' and the company may have a
principal off ice 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 Clark State of Nevada for the inspection of all who
are authoriied 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.
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ARTICLE VI
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 attached.
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:
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ARTICLE VII
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 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 act our hands this
day of
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