BYLAWS
OF
S.F.H Holdings I, Inc.
Article I: Offices
The principal office of S.F.H Holdings I, Inc. ("Corporation") in the Sate
of Nevada shall be located in Las Vegas, County of Clark. The
Corporation may have such other offices, either within or without the
State of Nevada, as the Board of Directors my designate or as the
business of the Corporation my require from time to time.
Article II: Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders
shall be held during the first ten (10) days in the month of June in
each year, or on such other date during the calendar year as may be
designated by the Board of Directors. If the day fixed for the annual
meeting shall be a legal holiday in the Sate of Nevada, such meeting
shall be held on the next succeeding business day. If the election of
Directors shall be held on the day designated herein
for any annual meeting of the shareholders or at any adjournment
thereof, the Board of Directors shall cause the election to be held at
a special meeting of the shareholders as soon thereafter as
conveniently may be.
Section 2. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute,
may be called by the President or by the Board of Directors, and shall
be called by the President at the request of the holders of not less
than ten percent (10%) of all the outstanding shares of the Corporation
entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors my designate any
place, either within our without the State of Nevada, unless otherwise
prescribed by statute, as the place of meeting for any annual meeting
or for any special meeting. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any place,
either within our without the State of Nevada, unless otherwise
prescribed by statute, as the place for the holding of such
meeting. If no designation is made, the place of meeting shall be the
principal office of the Corporation.
Section 4. Notice of Meeting. Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose
or purposes for which the meeting is called, shall unless otherwise
prescribed by statute, be delivered not less than ten (10) nor more
than sixty (60) days before the date of the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the
United States Mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation, with postage
thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record. For the
purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board
of Directors of the Corporation may provide that the stock transfer
books shall be closed for a stated period, but not
to exceed in any case fifty (50) days. If the stock transfer books
shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be
closed for at least fifteen (15) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more
than thirty (30) days and, in case of a meeting of shareholders, not
less than ten (10) days, prior to the date on which the particular
action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled
to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date
on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination
of shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determination shall apply
to any adjournment thereof.
Section 6. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make a
complete list of shareholders entitled to vote at each
meeting of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held
by each. Such lists shall be produced and kept open at
the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting for
the purposes thereof.
Section 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the
meeting from time to time without further notice. 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 noticed. The shareholders present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder
or by his or duly authorized attorney-in-fact.
Such proxy shall be filed with the secretary of the Corporation before
or at the time of the meeting. A meeting of the Board of Directors my
be had by means of telephone conference or similar communications
equipment by which all persons participating in the meeting can hear
each other, and participation in a meeting under such circumstances
shall constitute presence at the meeting.
Section 10. Voting of Shares by Certain Holders. Shares standing in
the name of another Corporation may be voted by such officer, agent or
proxy as the Bylaws of such Corporation may prescribe or, in the
absence of such provision, as the Board of Directors of such
Corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him either in person or by proxy, without a transfer of
such shares into his name. Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee shall
be entitled to vote shares held by him without a transfer of such
shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof
into his name, if authority to do so be contained in an appropriate
order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.
Shares of its own stock belonging to the Corporation shall not be voted
directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.
Section 11. Informal Action by Shareholders. Unless otherwise
provided by law, any action required to be taken at a meeting of the
shareholders, or any other action which may be taken at a meeting of
the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter
thereof.
Article III: Board of Directors
Section 1. General Powers. The business and affairs of the
Corporation shall be
managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of Directors
of the Corporation shall be fixed by the Board of Directors, but in no
event shall be less than one ( 1 ). Each Director shall hold office
until the next annual meeting of shareholder and until his
successor shall have been elected and qualified.
Section 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw
immediately after, and at the same place as, the annual
meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional regular
meetings without notice other than such resolution.
Section 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any
two Directors. The person or persons authorized to
call special meetings of the Board of Directors may fix the place for
holding any special meeting of the Board of Directors called by them.
Section 5. Notice. Notice of any special meeting shall be given at
least one (1) day previous thereto by written notice delivered
personally or mailed to each Director at his business
address, or by telegram. If mailed, such notice shall be deemed to be
delivered when deposited in the United Sates 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 Directors may waive notice of any meeting. The
attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting, except where a Director
attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called
or convened.
Section 6. Quorum. A majority of the number of Directors fixed by
Section 2 of the Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but
if less than such majority is present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time without
further notice.
Section 7. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
Section 8. Action Without a Meeting. Any action that may be taken by
the Board of Directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so to be taken, shall be
signed before such action by all of the Directors.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the
Board of Directors, unless otherwise provided by law. A Director
elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any Directorship to be filled by
reason of an increase in the number of Directors may be filled by
election by the Board of Directors for a term of office continuing only
until the next election of Directors by the shareholders.
Section 10. Compensation. By resolution of the Board of Directors,
each Director may be paid his expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a stated salary as a
Director or a fixed sum for attendance at each meeting of the Board of
Directors or both. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving
compensation thereof.
Section 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 or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before
the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply
to a Director who voted in favor of such action.
Article IV: Officers
Section 1. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer,
each of whom shall be elected by the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors, including a Chairman of
the Board. In its discretion, the Board of Directors may leave
unfilled for any such period as it may determine any office except
those of President and Secretary. Any two or more offices may be held
by the same person. Officers may be Directors or shareholders of the
Corporation.
Section 2. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be elected
annually by the Board of Directors at the first meeting
of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified, or
until his death, or until he shall resign or shall have been
removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent may be removed by the Board
of Directors whenever, in its judgement, the best interests of the
Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of
the person so removed.
Election or appointment of an officer or agent shall not of itself
create contract rights, and such appointment shall be terminable at
will.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by
the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business
and affairs of the Corporation. He shall, when present, preside at all
meetings of the shareholders and of the Board of Directors, unless
there is a Chairman of the Board, in which case the Chairman shall
preside. He may sign, with the Secretary or any other
proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deed,
mortgages, bonds, contract, or other instruments which the
Board of Directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by the
Board of Directors or by there Bylaws to some other officer or agent of
the Corporation, or shall be required by law to be otherwise signed
or executed; and in general shall perform all duties incident to the
office of President and such other duties as may be prescribed by the
Board of Directors from time to time.
Section 6. Vice President. In the absence of the President or in the
event of his death, inability or refusal to act, the Vice President
shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President.
The Vice President shall perform such other duties as from time to time
may be assigned to him by the President or by the Board of Directors,
If there is more than one Vice President, each Vice President shall
succeed to the duties of the President in order of rank as determined
by the Board of Directors. If no such rank has been determined, then
each Vice President shall succeed to the duties of the President in
order of date of election, the earliest date having the first rank.
Section 7. Secretary. The Secretary shall: (a) keep the minutes of
the Board of Directors in one or more minute books provided for the
purpose; (b) see that all notices are duly given in accordance with
the provisions of the Bylaws or as required by law; (c) be custodian
of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents, the
execution of which on behalf of the Corporation under its seal is
duly authorized; (d) keep a register of the post office address of
each shareholder which shall be furnished to the Secretary by such
shareholder; (e) sign with the President certificates for share
of the Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the
stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of the Secretary and such other duties as
from time to time may be assigned to him by the President or by the
Board of Directors.
Section 8. Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the
Corporation; (b) receive and give receipts for moneys due and payable
to the Corporation in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions of Article VI of
these Bylaws; and (c) in general perform all of the duties incident to
the office of Treasurer and such other duties as from time to time may
be assigned to him by the President or by the Board of Directors. If
required by the Board of Directors, the Treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such sureties
as the Board of Directors shall determine.
Section 9. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors, and no officer shall be
prevented from receiving such salary by reason of the fact that he is
also a Director of the Corporation.
Article V: Indemnity
Section 1. Definitions. For purposes of this Article, "Indemnitee"
shall mean each Director or Officer who was or is a party to, or is
threatened to be made a party to, or is otherwise involved in, any
Proceeding (as hereinafter defined), by reason of the fact that he or
she is or was a Director or Officer of this Corporation or is or was
serving in any capacity at the request of this Corporation as a
Director, Officer, employee, agent, partner, or fiduciary of, or in
any other capacity for, another corporation, partnership, joint
venture, trust, or other enterprise. The term "Proceeding" shall mean
any threatened, pending or completed action or suit (including, without
limitation, an action, suit or proceeding by or in the right of this
Corporation), whether civil, criminal, administrative or investigative.
Section 2. Indemnification. Each Indemnitee shall be indemnified and
held harmless by this Corporation for all actions taken by him or her,
and for all omissions (regardless of the date of any such action or
omission), to the fullest extent permitted by Nevada law, against all
expense, liability and loss (including, without limitation, attorney
fees, judgments, fines, taxes, penalties, and amounts paid or to be
paid in settlement) reasonably incurred or suffered by the
Indemnitee in connection with any Proceeding. Indemnification pursuant
to this Section shall continue as to an Indemnitee who has ceased to be
a Director or Officer and shall inure to the benefit of his or her
heirs, executors and administrators. This Corporation may, by action
of its Board of Directors, and to the extent provided in such action,
indemnify employees and other persons as though they were Indemnitees.
The rights to indemnification as provided in this Article shall be non-
exclusive of any other rights that any person may have or hereafter
acquire under an statute, provision of this Corporation's Articles of
Incorporation or Bylaws, agreement, vote of stockholders or Directors,
or otherwise.
Section 3. Financial Arrangements. This Corporation may purchase and
maintain insurance or make other financial arrangements on behalf of
any person who is or was a Director, Officer, employee or agent of this
Corporation, or is or was serving at the request of
this Corporation in such capacity for another corporation, partnership,
joint venture, trust or other enterprise for any liability asserted
against him or her and liability and expenses incurred by him
or her in such capacity, whether or not this Corporation has the
authority to indemnify him or her against such liability and expenses.
The other financial arrangements which may be made by this Corporation
may include, but are not limited to, (a) creating a trust fund; (b)
establishing a program of self-insurance; (c) securing its obligation
of indemnification by granting a security interest or other lien on any
of this Corporation's assets, and (d) establishing a letter of credit,
guarantee or surety. No financial arrangement made pursuant to this
section may provide protection for a person adjudged by a
court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable for intentional misconduct, fraud, or a knowing
violation of law, except with respect to advancing expenses or
indemnification ordered by a court. Any insurance or other financial
arrangement made on behalf of a person pursuant to this section may be
provided by this Corporation or any other person approved by the Board
of Directors, even if all or part of the other person's stock or
other securities is owned by this Corporation.
In the absence of fraud:
(a) the decision of the Board of Directors as to the propriety of the
terms and conditions of any insurance or other financial arrangement
made pursuant to this section, and the choice of the person to provide
the insurance or other financial arrangement is
conclusive; and
(b) the insurance or other financial arrangement is not void or
voidable; does not subject any Director approving it to personal
liability for his action; and even if a Director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.
Section 4. Contract of Indemnification. The provisions of this
Article relating to indemnification shall constitute a contract between
this Corporation and each of its Directors and Officers, which may be
modified as to any Director or Officer only with that person's consent
or as specifically provided in this section. Notwithstanding any other
provision of the Bylaws relating to their amendment generally, any
repeal or amendment of this Article which is adverse
to any Director or Officer shall apply to such Director or Officer only
on a prospective basis and shall not limit the rights of an Indemnitee
to indemnification with respect to any action or failure
to act occurring prior to the time of such repeal or amendment.
Notwithstanding any other provision of these Bylaws, no repeal or
amendment of these Bylaws shall affect any or all of this
Article so as to limit or reduce the indemnification in any manner
unless adopted by (a) the unanimous vote of the Directors of this
Corporation then serving, or (b) the stockholders as set
forth in Article XII hereof; provided that no such amendment shall have
retroactive effect inconsistent with the preceding sentence.
Section 5. Nevada Law. References in this Article to Nevada law or to
any provision thereof shall be to such law as it existed on the date
these Bylaws were adopted or as such law thereafter may be changed;
provided that (a) in the case of any change which expands the
liability of an Indemnitee or limits the indemnification rights or the
rights to advancement of expenses which this Corporation may provide,
the rights to limited liability, to indemnification
and to the advancement of expenses provided in this Corporation's
Articles of Incorporation, these Bylaws, or both shall continue as
theretofore to the extent permitted by law; and (b) if such
change permits this Corporation, without the requirement of any further
action by stockholders or Directors, to limit further the liability of
Indemnitees or to provide broader indemnification rights or rights to
the advancement of expenses than this Corporation was permitted to
provide prior to such change, liability thereupon shall be so limited
and the rights to indemnification and advancement of expenses shall be
so broadened to the extent permitted by law. The Corporation
shall indemnify its Directors, officers and employees as follows:
Article VI: Contracts, Loans, Checks, and Deposits
Section 1. Contracts. The Board of Directors may authorize any office
or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation,
and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its
name unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation, shall be signed by such officer
or officers, agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the Board of
Directors.
Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the
Board of Directors may select.
Article VII: Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares
of the Corporation shall be in such form as shall be determined by the
Board of Directors. Such certificates shall be signed by the President
and by the Secretary or by such other officers authorized by law and by
the Board of Directors so to do, and sealed with the corporate seal.
All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to
whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books
of the Corporation. All certificates surrendered to the Corporation
for transfer shall be cancelled and no new certificate shall be issued
until the former certificate for a like number of shares shall have
been surrendered and cancelled, expect that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefore
upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by
the holder of record thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation, and on surrender for cancellation of
the certificate for such shares. The person in whose name shares stand
on the books of the Corporation shall be deemed by the Corporation to
be the owner thereof for all purposes, Provided, however, that upon any
action undertaken by the shareholder to elect S Corporation status
pursuant to Section 1362 of the Internal Revenue Code and upon any
shareholders agreement thereto restricting the transfer of said shares
so as to disqualify said S Corporation status, said restriction on
transfer shall be made a part of the Bylaws so long as said agreements
is in force and effect.
Article VIII: Fiscal Year
The fiscal year of the Corporation shall begin on the 1st day of
January and end on the 31st day of December of each year.
Article IX: Dividends
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner
and upon the terms and condition provided by law and its Articles of
Incorporation.
Article X: Corporate Seal
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the
Corporation and the state of incorporation and the words "Corporate
Seal."
Article XI: Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or Director of the Corporation under the
provision of the Articles of Incorporation or under the provisions of
the applicable Business Corporation Act, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the
giving of such notice.
Article XII: Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of
the Board of Directors, or by the shareholder as any regular or special
meeting of the shareholders.
The above Bylaws are certified to have been adopted by the Board of
Directors of the Corporation on the 10th day of April, 2000.
Shawn F. Hackman, Director
