Exhibit 2
BYLAWS
OF
MILLENNIUM QUEST, INC.
ARTICLE I
OFFICES
Section 1.01 Registered Office. The registered office shall be in
the city of Wilmington, county of New Castle, state of Delaware.
Section 1.02 Locations of Offices. The corporation may also have
offices at such other places both within and without the state of Delaware as
the board of directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
STOCKHOLDERS
Section 2.01 Annual Meeting. The annual meeting of the stockholders
shall be held on the second Tuesday of the fourth month following the end of
the corporation's fiscal year or at such other time designated by the board of
directors and as is provided for in the notice of the meeting; provided, that
whenever such date falls on a legal holiday, the meeting shall be held on the
next succeeding business day, beginning with the year following the filing of
the certificate of incorporation, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated herein for
the annual meeting of the stockholders, or at any adjournment thereof, the
board of directors shall cause the election to be held at a special meeting of
the stockholders as soon thereafter as may be convenient.
Section 2.02 Special Meetings. Special meetings of the stockholders
may be called at any time by the chairman of the board, the president, or by
the board of directors, or in their absence or disability, by a vice
president, and shall be immediately called by the president, or in his absence
or disability, by a vice president, or by the secretary, on the written
request of the holders of not less than one-tenth of all the shares entitled
to vote at the meeting, such written request to state the purpose or purposes
of the meeting and to be delivered to the president, a vice president, or the
secretary. In case of failure to call such meeting within 90 days after such
request, such stockholder or stockholders may call the same.
Section 2.03 Place of Meetings. The board of directors may designate
any place, either within or without the state of incorporation, as the place
of meeting for any annual meeting or for any special meeting called by the
board of directors. A waiver of notice signed by all stockholders entitled to
vote at a meeting may designate any place, either within or without
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the state of incorporation, as the place for the holding of such meeting. If
no designation is made, or if a special meeting be otherwise called, the place
of meeting shall be at the principal office of the corporation.
Section 2.04 Notice of Meetings. The secretary or assistant
secretary, if any, shall cause notice of the time, place, and purpose or
purposes of all meetings of the stockholders (whether annual or special), to
be mailed at least ten days, but not more than sixty days, prior to the
meeting, to each stockholder of record entitled to vote.
Section 2.05 Waiver of Notice. Any stockholder may waive notice of
any meeting of stockholders (however called or noticed, whether or not called
or noticed and whether before, during, or after the meeting), by signing a
written waiver of notice or a consent to the holding of such meeting, or an
approval of the minutes thereof. Attendance at a meeting, in person or by
proxy, shall constitute waiver of all defects of notice regardless of whether
waiver, consent, or approval is signed or any objections are made, unless
attendance is solely for the purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened. All such waivers, consents, or approvals shall
be made a part of the minutes of the meeting.
Section 2.06 Fixing Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect to any change, conversion, or exchange of
stock, or for the purpose of any other lawful action, the board of directors
may fix in advance a date as the record date for any such determination of
stockholders, such date in any case to be not more than sixty days and, in
case of a meeting of stockholders, not less than ten days prior to the date on
which the particular action requiring such determination of stockholders is to
be taken. If no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting, the day preceding the date on
which notice of the meeting is mailed shall be the record date. For any other
purpose, the record date shall be the close of business on the date on which
the resolution of the board of directors pertaining thereto is adopted. When
a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof. Failure to comply with this section
shall not affect the validity of any action taken at a meeting of
stockholders.
Section 2.07 Voting Lists. The officers of the corporation shall
cause to be prepared from the stock ledger at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at such meeting or any adjournment thereof, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the
meeting at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, the principal business
office
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of the corporation, or, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The original stock ledger shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger, the list required by
this section, or the books of the corporation, or to vote in person or by
proxy at any meeting of stockholders.
Section 2.08 Quorum. Stock representing one-third of the voting
power of all outstanding stock of the corporation entitled to vote, present in
person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business, except as otherwise provided
by statute or by the certificate of incorporation. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum shall be present
or represented any business may be transacted which might have been transacted
at the meeting as originally notified. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 2.09 Vote Required. When a quorum is present at any meeting,
the vote of the holders of stock having a majority of the voting power present
in person or represented by proxy shall decide any question brought before
such meeting (including the election of each director at a meeting where
directors are elected), unless the question is one on which by express
provision of the statutes of the state of Delaware or of the certificate of
incorporation a different vote is required, in which case such express
provision shall govern and control the decision of such question.
Section 2.10 Voting of Stock. Unless otherwise provided in the
certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
the capital stock having voting power held by such stockholder, subject to the
modification of such voting rights of any class or classes of the
corporation's capital stock by the certificate of incorporation.
Section 2.11 Proxies. At each meeting of the stockholders, each
stockholder entitled to vote shall be entitled to vote in person or by proxy;
provided, however, that the right to vote by proxy shall exist only in case
the instrument authorizing such proxy to act shall have been executed in
writing by the registered holder or holders of such stock, as the case may be,
as shown on the stock ledger of the corporation or by his attorney thereunto
duly authorized in writing. Such instrument authorizing a proxy to act shall
be delivered prior to or at the beginning of such meeting to the secretary of
the corporation or to such other officer or person who may, in the absence of
the secretary, be acting as secretary of the meeting. In the event that any
such instrument shall designate two or more persons to act as proxy, a
majority of such persons present at the meeting, or, if only one be present,
that one shall (unless the instrument shall
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otherwise provide) have all of the powers conferred by the instrument upon all
persons so designated. Persons holding stock in a fiduciary capacity shall be
entitled to vote the stock so held, and the persons whose shares are pledged
shall be entitled to vote, unless the transfer by the pledgor in the books and
records of the corporation shall have expressly empowered the pledgee to vote
thereon, in which case the pledgee, or his proxy, may represent such stock and
vote thereon. No proxy shall be voted or acted on after three years from its
date, unless the proxy provides for a longer period.
Section 2.12 Written Consent to Action by Stockholders. Unless
otherwise provided in the certificate of incorporation, any action required to
be taken at any annual or special meeting of stockholders of the corporation,
or any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice, and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by all of the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 3.01 Number, Term, and Qualifications. The number of
directors which shall constitute the whole board shall be not less than one
nor more than eleven. Within the limits above specified, the number of
directors shall be determined by resolution of the board of directors or by
the stockholders at the annual meeting of the stockholders or a special
meeting called for such purpose, except as provided in section 3.02 of this
article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be residents of the state of
incorporation or stockholders of the corporation.
Section 3.02 Vacancies and Newly Created Directorships. Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute.
Section 3.03 General Powers. The business of the corporation shall
be managed under the direction of its board of directors which may exercise
all such powers of the corporation and do all such lawful acts and things as
are not by statute or by the certificate of incorporation or by these bylaws
directed or required to be exercised or done by the stockholders.
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Section 3.04 Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately
following, and at the same place as, the annual meeting of stockholders. The
board of directors may provide by resolution, the time and place either within
or without the state of incorporation, for the holding of additional regular
meetings without other notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president, vice president,
or any two directors. The person or persons authorized to call special
meetings of the board of directors may fix any place, either within or without
the state of incorporation, as the place for holding any special meeting of
the board of directors called by them.
Section 3.06 Meetings by Telephone Conference Call. Members of the
board of directors may participate in a meeting of the board of directors or a
committee of the board of directors by means of conference telephone or
similar communication equipment in which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting shall be given at
least five days prior thereto by written notice delivered personally or mailed
to each director at his regular business address or residence, or by telegram.
If mailed, such notice shall be deemed to be delivered when deposited in
United States mail so addressed, with postage thereon prepaid. If notice be
given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any director may waive notice
of any meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
solely for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Section 3.08 Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting of the
board of directors, but if less than a majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
Section 3.09 Manner of Acting. The act of a majority of the
directors present at a meeting at which a quorum is present shall be the act
of the board of directors, and individual directors shall have no power as
such.
Section 3.10 Compensation. By resolution of the board of directors,
the directors may 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.
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Section 3.11 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,
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 or certified 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 3.12 Resignations. A director may resign at any time by
delivering a written resignation to either the president, a vice president,
the secretary, or assistant secretary, if any. The resignation shall become
effective on its acceptance by the board of directors; provided, that if the
board has not acted thereon within ten days from the date presented, the
resignation shall be deemed accepted.
Section 3.13 Written Consent to Action by Directors. Any action
required to be taken at a meeting of the directors of the corporation or any
other action which may be taken at a meeting of the directors or of a
committee, may be taken without a meeting, if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors, or all of
the members of the committee, as the case may be. Such consent shall have the
same legal effect as a unanimous vote of all the directors or members of the
committee.
Section 3.14 Removal. At a meeting expressly called for that
purpose, one or more directors may be removed by a vote of a majority of the
shares of outstanding stock of the corporation entitled to vote at an election
of directors.
ARTICLE IV
OFFICERS
Section 4.01 Number. The officers of the corporation shall be a
president, one or more vice presidents, as shall be determined by resolution
of the board of directors, a secretary, a treasurer, and such other officers
as may be appointed by the board of directors. The board of directors may
elect, but shall not be required to elect, a chairman of the board, and the
board of directors may appoint a general manager.
Section 4.02 Election, Term of Office and Qualifications. The
officers shall be chosen by the board of directors annually at its annual
meeting. In the event of failure to choose officers at an annual meeting of
the board of directors, officers may be chosen at any regular or special
meeting of the board of directors. Each such officer (whether chosen at an
annual meeting of the board of directors to fill a vacancy or otherwise) shall
hold his office until the next ensuing annual meeting of the board of
directors and until his successor shall have been chosen and qualified, or
until his death or until his resignation or removal in the manner provided in
these bylaws. Any one person may hold any two or more of such offices, except
that the president shall not also be the secretary. No person holding two or
more offices shall act in or
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execute any instrument in the capacity of more than one office. The chairman
of the board, if any, shall be and remain director of the corporation during
the term of his office. No other officer need be a director.
Section 4.03 Subordinate Officers, Etc. The board of directors from
time to time may appoint such other officers or agents as it may deem
advisable, each of whom shall have such title, hold office for such period,
have such authority, and perform such duties as the board of directors from
time to time may determine. The board of directors from time to time may
delegate to any officer or agent the power to appoint any such subordinate
officer or agents and to prescribe their respective titles, terms of office,
authorities, and duties. Subordinate officers need not be stockholders or
directors.
Section 4.04 Resignations. Any officer may resign at any time by
delivering a written resignation to the board of directors, the president, or
the secretary. Unless otherwise specified therein, such resignation shall
take effect upon delivery.
Section 4.05 Removal. Any officer may be removed from office at any
special meeting of the board of directors called for that purpose or at a
regular meeting, by the vote of a majority of the directors present at such
meeting, with or without cause. Any officer or agent appointed in accordance
with the provisions of section 4.03 hereof may also be removed, either with or
without cause, by any officer upon whom such power of removal shall have been
conferred by the board of directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy
shall occur in any office by reason of death, resignation, removal,
disqualification or any other cause, or if a new office shall be created, then
such vacancies or newly created offices may be filled by the board of
directors at any regular or special meeting.
Section 4.07 The Chairman of the Board. The chairman of the board,
if there by such an officer, shall have the following powers and duties:
(a) He shall preside at all stockholders' meetings;
(b) He shall preside at all meetings of the board of directors; and
(c) He shall be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following
powers and duties:
(a) If no general manager has been appointed, he shall be the chief
executive officer of the corporation, and, subject to the direction of the
board of directors, shall have general charge of the business, affairs and
property of the corporation and general supervision over its officers,
employees and agents;
(b) If no chairman of the board has been chosen, or if such officer
is absent or disabled, he shall preside at meetings of the stockholders and
board of directors;
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(c) He shall be a member of the executive committee, if any;
(d) He shall be empowered to sign certificates representing stock
of the corporation, the issuance of which shall have been authorized by the
board of directors; and
(e) He shall have all power and perform all duties normally
incident to the office of a president of a corporation and shall exercise such
other powers and perform such other duties as from time to time may be
assigned to him by the board of directors.
Section 4.09 The Vice Presidents. The board of directors may, from
time to time, designate and elect one or more vice presidents, one of whom may
be designated to serve as executive vice president. Each vice president shall
have such powers and perform such duties as from time to time may be assigned
to him by the board of directors or the president. At the request or in the
absence or disability of the president, the executive vice president or, in
the absence or disability of the executive vice president, the vice president
designated by the board of directors (or in the absence of such designation by
the board of directors, by the president), as senior vice president, shall
perform all the duties of the president, and when so acting, shall have all
the powers of, and be subject to all the restrictions on, the president.
Section 4.10 The Secretary. The secretary shall have the following
powers and duties:
(a) He shall keep or cause to be kept a record of all of the
proceedings of the meetings of the stockholders and of the board of directors
in books provided for that purpose;
(b) He shall cause all notices to be duly given in accordance
with the provisions of these bylaws and as required by statute;
(c) He shall be the custodian of the records and of the seal of
the corporation, and shall cause such seal (or a facsimile thereof) to be
affixed to all certificates representing stock of the corporation prior to the
issuance thereof and to all instruments, the execution of which on behalf of
the corporation under its seal shall have been duly authorized in accordance
with these bylaws, and when so affixed he may attest the same;
(d) He shall see that the books, reports, statements,
certificates, and other documents and records required by statute are properly
kept and filed;
(e) He shall have charge of the stock ledger and books of the
corporation and cause the such books to be kept in such manner as to show at
any time the amount of the stock of the corporation of each class issued and
outstanding, the manner in which and the time when such stock was paid for,
the names alphabetically arranged and the addresses of the holders of record
thereof, the amount of stock held by each holder and time when each became
such holder of record; and he shall exhibit at all reasonable times to any
director, on application, the original or duplicate stock ledger. He shall
cause the
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stock ledger referred to in section 6.04 hereof to be kept and exhibited at
the principal office of the corporation, or at such other place as the board
of directors shall determine, in the manner and for the purpose provided in
such section;
(f) He shall be empowered to sign certificates representing stock
of the corporation, the issuance of which shall have been authorized by the
board of directors; and
(g) He shall perform in general all duties incident to the office
of secretary and such other duties as are given to him by these bylaws or as
from time to time may be assigned to him by the board of directors or the
president.
Section 4.11 The Treasurer. The Treasurer shall have the following
powers and duties:
(a) He shall have charge and supervision over and be responsible
for the monies, securities, receipts, and disbursements of the corporation;
(b) He shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation
in such banks or trust companies or with such banks or other depositories as
shall be selected in accordance with section 5.03 hereof;
(c) He shall cause the monies of the corporation to be disbursed by
checks or drafts (signed as provided in section 5.04 hereof) drawn upon the
authorized depositories of the corporation, and cause to be taken and
preserved property vouchers for all monies disbursed;
(d) He shall render to the board of directors or the president,
whenever requested, a statement of the financial condition of the corporation
and of all of his transactions as treasurer, and render a full financial
report at the annual meeting of the stockholders, if called on to do so;
(e) He shall cause to be kept correct books of account of all the
business and transactions of the corporation and exhibit such books to any
director on request during business hours;
(f) He shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements giving such
information as he may desire with respect to any and all financial
transactions of the corporation; and
(g) He shall perform in general all duties incident to the office
of treasurer and such other duties as are given to him by these bylaws or as
from time to time may be assigned to him by the board of directors or the
president.
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Section 4.12 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. The general manager, if any, shall have the
following powers and duties:
(a) He shall be the chief executive officer of the corporation and,
subject to the directions of the board of directors, shall have general charge
of the business affairs and property of the corporation and general
supervision over its officers, employees and agents;
(b) 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;
(c) Subject to the approval of the board of directors or the
executive committee, if any, he shall employ all employees of the corporation,
or delegate such employment to subordinate officers, or such division chiefs,
and shall have authority to discharge any person so employed; and
(d) He shall make a report to the president and directors
quarterly, 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 shall
perform such other duties as the board of directors shall require.
Section 4.13 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 the agents appointed in accordance with the provision
of section 4.03 hereof. 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 4.14 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 such surety or sureties as the board
of directors may direct, conditioned upon the faithful performance of his
duties to the corporation, including responsibility for negligence and for the
accounting of all property, monies, or securities of the corporation which may
come into his hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation
contained in the certificate of incorporation or these bylaws, the president
or any vice president or the general manager, if any, may, in the name and on
behalf of the corporation, execute and deliver any contract or other
instrument authorized by the board of directors. The board of directors may,
subject to any limitation contained in the certificate of incorporation or in
these bylaws, authorize
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any officer or agent to execute and deliver any contract or other instrument
in the name and on behalf of the corporation; any such authorization may be
general or confined to specific instances.
Section 5.02 Loans. No loan or advance 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, transferred or conveyed
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 5.03 Deposits. All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositories as the board of
directors may select, or as from time to time may be selected by any officer
or agent authorized to do so by the board of directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances,
checks, endorsements, and, subject to the provisions of these bylaws,
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
deposits to the credit of the corporation in any of its duly authorized
depositories shall be in such manner as the board of directors from time to
time may determine.
Section 5.05 Bonds and Debentures. Every bond and 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 secretary and sealed
with the seal of the corporation. The seal may be a 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 a 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.
Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers,
endorsements, and assignments of stocks, bonds and other securities owned by
or standing in the name of the corporation, and the execution and delivery on
behalf of the corporation of any and all instruments in writing incident to
any such sale, transfer, endorsement, or assignment, shall be effected by the
president, or by any vice president, together with the secretary, or by any
officer or agent thereunto authorized by the board of directors.
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Section 5.07 Proxies. Proxies to vote with respect to stock of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any
vice president and the secretary or assistant secretary of the corporation, or
by any officer or agent thereunto authorized by the board of directors.
ARTICLE VI
CAPITAL SHARES
Section 6.01 Stock Certificates. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by the president
or any vice president and the secretary or assistant secretary, and sealed
with the seal (which may be a facsimile, engraved or printed) of the
corporation, certifying the number and kind, class or series of stock owned by
him in the corporation; provided, however, that where such a certificate is
countersigned by (a) a transfer agent or any assistant transfer agent, or (b)
registered by a registrar, the signature of any such president, vice
president, secretary, or assistant secretary may be a facsimile. In case any
officer who shall have signed, or whose facsimile signature or signatures
shall have been used on any such certificate, shall cease to be such officer
of the corporation, for any reason, before the delivery of such certificate by
the corporation, such certificate may nevertheless be adopted by the
corporation and be issued and delivered as though the person who signed it, or
whose facsimile signature or signatures shall have been used thereon, has not
ceased to be such officer. Certificates representing stock of the corporation
shall be in such form as provided by the statutes of the state of
incorporation. There shall be entered upon the stock books of the corporation
at the time of issuance of each share, the number of the certificate issued,
the name and address of the person owning the stock represented thereby, the
number and kind, class or series of such stock and the date of issuance
thereof. Every certificate exchanged or returned to the corporation shall be
marked "canceled" with the date of cancellation.
Section 6.02 Transfer of Stock. Transfers of stock of the
corporation shall be made on the books of the corporation by the holder of
record thereof, or by his attorney thereunto duly authorized by a power of
attorney duly executed in writing and filed with the secretary of the
corporation or any of its transfer agents, and on surrender of the certificate
or certificates, properly endorsed or accompanied by proper instruments of
transfer, representing such stock. Except as provided by law, the corporation
and transfer agents and registrars, if any, shall be entitled to treat the
holder of record of any stock as the absolute owner thereof for all purposes,
and accordingly shall not be bound to recognize any legal, equitable, or other
claim to or interest in such stock on the part of any other person whether or
not it or they shall have express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of articles IV
and V of the certificate of incorporation, the board of directors may make
such rules and regulations as they may deem expedient concerning the issuance,
transfer, redemption and registration of certificates for stock of the
corporation.
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Section 6.04 Maintenance of Stock Ledger at Principal Place of
Business. A stock ledger (or ledgers where more than one kind, class or
series of stock is outstanding) shall be kept at the principal place of
business of the corporation, or at such other place as the board of directors
shall determine, containing the names alphabetically arranged of original
stockholders of the corporation, their addresses, their interest, the amount
paid on their shares, and all transfers thereof and the number and class of
stock held by each. Such stock ledgers shall at all reasonable hours be
subject to inspection by persons entitled by law to inspect the same.
Section 6.05 Transfer Agents and Registrars. The board of directors
may appoint one or more transfer agents and one or more registrars with
respect to the certificates representing stock of the corporation, and may
require all such certificates to bear the signature of either or both. The
board of directors may from time to time define the respective duties of such
transfer agents and registrars. No certificate for stock shall be valid until
countersigned by a transfer agent, if at the date appearing thereon the
corporation had a transfer agent for such stock, and until registered by a
registrar, if at such date the corporation had a registrar for such stock.
Section 6.06 Closing of Transfer Books and Fixing of Record Date.
(a) The board of directors shall have power to close the stock
ledgers of the corporation for a period of not to exceed sixty days preceding
the date of any meeting of the stockholders, or the date for payment of any
dividend, or the date for the allotment of rights or capital stock shall go
into effect, or a date in connection with obtaining the consent of
stockholders for any purpose.
(b) In lieu of closing the stock ledgers as aforesaid, the board of
directors may fix in advance a date, not exceeding sixty days preceding the
date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining any such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of capital stock
or to give such consent.
(c) If the stock ledgers shall be closed or a record date set for
the purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for or such record date
shall be at least ten days immediately preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may
issue a new certificate for stock of the corporation in place of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the board of directors may, in their discretion, require the owner of the
lost or destroyed certificate or his legal representatives, to give the
corporation a bond in such form and amount as the board of directors may
direct, and with such surety or sureties as may be satisfactory to the board,
to indemnify the corporation and its transfer agents
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and registrars, if any, against any claims that may be made against it or any
such transfer agent or registrar on account of the issuance of such new
certificate. A new certificate may be issued without requiring any bond when,
in the judgment of the board of directors, it is proper to do so.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted. The board of directors may designate
an executive committee and such other committees as the board of directors may
deem appropriate, each of which committees shall consist of one or more
directors. Members of the executive committee and of any such other committee
shall be designated annually at the annual meeting of the board of directors;
provided, however, that at any time the board of directors may abolish or
reconstitute the executive committee or any such other committee. Each member
of the executive committee and of any such other committee shall hold office
until his successor shall have been designated or until his resignation or
removal in the manner provided in these bylaws.
Section 7.02 Powers. During the intervals between meetings of the
board of directors, the executive committee shall have and may exercise all
powers of the board of directors in the management of the business and affairs
of the corporation, except for the power to fill vacancies in the board of
directors or to amend these bylaws, and except for such powers as by law may
not be delegated by the board of directors to an executive committee.
Section 7.03 Proceedings. The executive committee, and such other
committees as may be designated hereunder by the board of directors, may fix
its own presiding and recording officer or officers, and may meet at such
place or places, at such time or times, and upon such notice (or without
notice) as it shall determine from time to time. It will keep a record of its
proceedings and shall report such proceedings to the board of directors at the
meeting of the board of directors next following.
Section 7.04 Quorum and Manner of Acting. At all meetings of the
executive committee, and of such other committees as may be designated
hereunder by the board of directors, the presence of members constituting a
majority of the total authorized membership of the committee shall be
necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of such committee. The members of
the executive committee, and of such other committees as may be designated
hereunder by the board of directors, shall act only as a committee and the
individual members thereof shall have no powers as such.
Section 7.05 Resignations. Any member of the executive committee,
and of such other committees as may be designated hereunder by the board of
directors, may resign at any time by delivering a written resignation to
either the president, the secretary, or assistant secretary, or to the
presiding officer of the committee of which he is a member, if any shall have
been appointed and shall be in office. Unless otherwise specified therein,
such resignation shall take effect upon delivery.
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Section 7.06 Removal. The board of directors may at any time remove
any member of the executive committee or of any other committee designated by
it hereunder either for or without cause.
Section 7.07 Vacancies. If any vacancy shall occur in the executive
committee or of any other committee designated by the board of directors
hereunder, by reason of disqualification, death, resignation, removal, or
otherwise, the remaining members shall, until the filling of such vacancy,
constitute the then total authorized membership of the committee and continued
to act, unless such committee consisted of more than one member prior to the
vacancy or vacancies and is left with only one member as a result thereof.
Such vacancy may be filled at any meeting of the board or directors.
Section 7.08 Compensation. The board of directors may allow a fixed
sum and expenses of attendance to any member of the executive committee, or of
any other committee designated by it hereunder, who is not an active salaried
employee of the corporation for attendance at each meeting of the said
committee.
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third Party Actions. The corporation
shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceedings, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee, or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses, (including
attorney's fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with the action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or on a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation
shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer,
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employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses, (including attorney's fees), actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit, if he
acted in good faith and in a manner he reasonably believed to be or not
opposed to the best interests of the corporation except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine on application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the court deems
proper.
Section 8.03 Determination. To the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in
sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses (including attorneys' fees),
actually and reasonably incurred by him in connection therewith. Any other
indemnification under sections 8.01 and 8.02 hereof, unless ordered by a
court, shall be made by the corporation only in the specific case on a
determination that indemnification of the director, officer, employee, or
agent is proper in the circumstances because he has met the applicable
standard or conduct set forth in sections 8.01 or 8.02 hereof. Such
determination shall be made either (i) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit, or proceeding, (ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders by a majority
vote of a quorum of stockholders at any meeting duly called for such purpose.
Section 8.04 Advances. Expenses incurred by an officer or director
in defending a civil or criminal action, suit, or proceeding may be paid by
the corporation in advance of the final disposition of such action, suit, or
proceeding on receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the corporation as authorized by this
section. Such expenses incurred by other employees and agents may be so paid
on such terms and conditions, if any, as the board of directors deems
appropriate.
Section 8.05 Scope of Indemnification. The indemnification and
advancement of expenses provided by, or granted pursuant to, sections 8.01,
8.02, and 8.04:
(a) shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders 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
(b) shall, unless otherwise provided when authorized or
ratified, continue as to a person who ceased to be a director, officer,
employee, or agent of the corporation, and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
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Section 8.06 Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against any such liability.
Section 8.07 Officer and Director Contracts. No contract or other
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any corporation, partnership,
association, or other organization in which one or more of the corporation's
directors or officers are directors, officers, or have a financial interest,
is either void or voidable solely on the basis of such relationship or solely
because any such director or officer is present at or participates in the
meeting of the board of directors or a committee thereof which authorizes the
contract or transaction, or solely because the vote or votes of each director
or officer are counted for such purpose, if:
(a) the material facts of the relationship or interest are
disclosed or known to the board of directors or committee and the board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors even though the
disinterested directors be less than a quorum;
(b) the material facts of the relationship or interest is disclosed
or known to the stockholders and they approve or ratify the contract or
transaction in good faith by a majority vote of the shares voted at a meeting
of stockholders called for such purpose or written consent of stockholders
holding a majority of the shares entitled to vote (the vote of the common or
interested directors or officers shall be counted in any such vote of
stockholders); or
(c) the contract or transaction is fair as to the corporation at
the time it is authorized, approved, or ratified by the board of directors, a
committee thereof, or the stockholders.
ARTICLES IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
board of directors.
ARTICLE X
DIVIDENDS
The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding stock in the manner and on the terms and
conditions provided by the certificate of incorporation and by law.
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ARTICLE XI
AMENDMENTS
All bylaws of the corporation, whether adopted by the board of directors
or the stockholders, shall be subject to amendment, alteration, or repeal, and
new bylaws may be made, except that:
(a) no bylaw adopted or amended by the stockholders shall be
altered or repealed by the board of directors; and
(b) no bylaw shall be adopted by the board of directors which shall
require more than the stock representing a majority of the voting power for a
quorum at a meeting of stockholders, or more than a majority of the votes cast
to constitute action by the stockholders, except where higher percentages are
required by law; provided, however, that:
(1) if any bylaw regulating an impending election of
directors is adopted or amended or repealed by the board of directors, there
shall be set forth in the notice of the next meeting of the stockholders for
the election of directors, the bylaws so adopted or amended or repealed,
together with a concise statement of the changes made; and
(2) no amendment, alteration, or repeal of this Article XI
shall be made except by the stockholders.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he/she is the secretary of
Millennium Quest, Inc., a corporation duly organized and existing under and by
virtue of the laws of the state of Delaware; that the above and foregoing
bylaws of said corporation were duly and regularly adopted as such by the
board of directors of said corporation by unanimous consent dated March 31,
2000, and that the above and foregoing bylaws are now in full force and effect
and supersede and replace any prior bylaws of the corporation.
DATED this 31st day of March, 2000.
/s/ Terry Cononelos
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Terry Cononelos, Secretary
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