EXHIBIT 3.(ii)
BYLAWS
OF
GREATLENDER.COM, INC.
A NEVADA CORPORATION
TABLE OF CONTENTS
ARTICLE
PAGE
ARTICLE I OFFICES 1
Section 1.1 Business Office 1
Section 1.2 Registered Office 1
Section 1.3 Principal Office 1
ARTICLE II SHAREHOLDERS 1
Section 2.1 Annual Shareholder Meeting 1
Section 2.2 Special Shareholder Meetings 1
Section 2.3 Place of Shareholder Meetings 1
Section 2.4 Notice of Shareholder Meetings 2
Section 2.5 Meetings by Telecommunications 3
Section 2.6 Fixing of Record Date 3
Section 2.7 Shareholder List 3
Section 2.8 Shareholder Quorum and Voting Requirements 4
Section 2.9 Increasing Either Quorum or Voting Requirements 4
Section 2.10 Proxies 4
Section 2.11 Voting of Shares 4
Section 2.12 Corporation's Acceptance of Votes 5
Section 2.13 Inspectors of Election 6
Section 2.14 Shareholder Action Without Meeting 6
Section 2.15 Election of Directors 6
Section 2.16 Business at Annual Meeting 6
Section 2.17 Conduct of Meeting 7
Section 2.18 Shareholder's Rights to Inspect Corporate Records 7
Section 2.19 Financial Statements Shall be Furnished to the Shareholders 8
Section 2.20 Dissenters' Rights 8
ARTICLE III BOARD OF DIRECTORS 8
Section 3.1 General Powers 8
Section 3.2 Number, Tenure, and Qualification of Directors 8
Section 3.3 Regular Meetings of the Board of Directors 9
Section 3.4 Special Meetings of the Board of Directors 9
Section 3.5 Notice of, and Waiver of Notice for, Special Director
Meetings 9
Section 3.6 Director Quorum 9
Section 3.7 Directors, Manner of Acting 9
Section 3.8 Establishing a "Supermajority" Quorum or Voting Requirement
for the Board of Directors 9
Section 3.9 Director Action Without a Meeting 10
Section 3.10 Removal of Directors 10
Section 3.11 Board of Director Vacancies 10
Section 3.12 Director Compensation 11
Section 3.13 Director Committees 11
ARTICLE IV OFFICERS 12
Section 4.1 Number of Officers 12
Section 4.2 Appointment and Term of Office 12
Section 4.3 Removal of Officers 12
Section 4.4 President 12
Section 4.5 Vice-Presidents 12
Section 4.6 Secretary 12
Section 4.7 Treasurer 13
Section 4.8 Assistant Secretaries and Assistant Treasurers 13
Section 4.9 Salaries 13
ARTICLE V INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND
EMPLOYEES 13
Section 5.1 Indemnification of Directors 13
Section 5.2 Advance Expenses for Directors 13
Section 5.3 Indemnification of Officers, Agents, and Employees Who are not
Directors 14
ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER 14
Section 6.1 Certificates for Shares 14
Section 6.2 Shares Without Certificates 14
Section 6.3 Registration of the Transfer of Shares 15
Section 6.4 Restrictions on Transfer of Shares Permitted 15
Section 6.5 Acquisition of Shares 16
ARTICLE VII DISTRIBUTIONS 16
ARTICLE VIII CORPORATE SEAL 17
ARTICLE IX DIRECTORS CONFLICTING INTEREST TRANSACTIONS 17
ARTICLE X AMENDMENTS 17
ARTICLE XI FISCAL YEAR 17
CERTIFICATE OF SECRETARY 18
REVISED
BYLAWS
OF
GREATLENDER.COM, INC.
ARTICLE I
OFFICES
Section 1.01 Registered Office. The registered office shall be in the city
of Las Vegas, State of Nevada.
Section 1.02 Location of Offices. The corporation may maintain such
offices within or without the state of Nevada as the board of directors may
from time to time designate or require.
Section 1.03 Principal Office. The address of the principal office of the
corporation shall be at the address of the Registered office of the
corporation as so designated in the office of the Secretary of State of the
state of incorporation, or at such other address as the board of directors
shall from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.1 Annual Shareholder Meeting. The annual meeting of the
shareholders shall be held within 150 days of the close of the corporation's
fiscal year, at a time and date as is determined by the corporation's board
of directors, for the purpose of electing directors and for the transaction
of such other business as may come before the meeting. If the day fixed for
the annual meeting shall be a legal holiday in the state of Nevada, such
meeting shall be held on the next succeeding business day.
If the election of directors shall not be held on the day designated
herein for any annual meeting of the shareholders, or at any subsequent
continuation after adjournment thereof, the board of directors shall cause
the election to be held at a special meeting of the shareholders as
soon thereafter as convenient. The failure to hold an annual or special
meeting does not affect the validity of any corporate action or work a
forfeiture or dissolution of the corporation.
Section 2.2 Special Shareholder Meetings. Special meetings of the
shareholders, for any purpose or purposes described in the meeting notice,
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 one-
tenth of all outstanding votes of the corporation entitled to be cast on any
issue at the meeting.
Section 2.3 Place of Shareholder Meetings. The board of directors
may designate any place, either within or without the state of Nevada, as the
place of meeting for any annual or any special meeting of the shareholders,
unless by written consents, which may be in the form of waivers of notice
or otherwise, a majority of shareholders entitled to vote at the meeting may
designate a different place, either within or without the state of Nevada,
as the place for the holding of such meeting. If no designation is made by
either the directors or majority action of the voting shareholders, the place
of meeting shall be the principal office of the corporation.
Section 2.4 Notice of Shareholder Meetings.
(a) Required Notice. Written notice stating the place, day, and
time of any annual or special shareholder meeting shall be delivered not less
than 10 nor more than 60 days before the date of the meeting, either in
person, by any form of electronic communication, by mail, by private
carrier, or by any other manner provided for in the Act, by or at the
direction of the president, the board of directors, or other persons calling
the meeting, to each shareholder of record, entitled to vote at such meeting
and to any other shareholder entitled by the Act or the articles of
incorporation to receive notice of the meeting. Notice shall be deemed to be
effective at the earlier of: (1) 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; (2) on the
date shown on the return receipt if sent by registered or certified mail,
return receipt requested, and the receipt is signed by or on behalf of the
addressee; (3) when received; or (4) five days after deposit in the United
States mail, if mailed postpaid and correctly addressed to an address other
than that shown in the corporation's current record of shareholders.
(b) Adjourned Meeting. If any shareholder meeting is adjourned to
a different date, time, or place, notice need not be given of the new date,
time, and place, if the new date, time, and place is announced at the meeting
before adjournment. If a new record date for the adjourned meeting is, or
must be fixed (see section 2.5 of this Article II) or if the adjournment is
for more than 30 days, then notice must be given pursuant to the requirements
of paragraph (a) of this section 2.4, to those persons who are shareholders
as of the new record date.
(c) Waiver of Notice. The shareholder may waive notice of the
meeting (or any notice required by the Act, articles of incorporation, or
bylaws), by a writing signed by the shareholder entitled to the notice, which
is delivered to the corporation (either before or after the date and time
stated in the notice) for inclusion in the minutes or filing with the
corporate records.
(d) Shareholder Attendance. A shareholder's attendance at a
meeting:
(1) waives objection to lack of notice or defective notice of
the meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting; and
(2) waives objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder objects to considering the matter
when it is presented.
(e) Contents of Notice. The notice of each special shareholder
meeting shall include a description of the purpose or purposes for which the
meeting is called. Except as provided in this section 2.4(e), the articles
of incorporation, or otherwise in the Act, the notice of an annual shareholder
meeting need not include a description of the purpose or purposes for
which the meeting is called.
If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange, or other disposition of all, or
substantially all of the corporation's property; (4) the dissolution of
the corporation; or (5) the removal of a director, the notice must so state
and, to the extent applicable, be accompanied by a copy or summary of the:
(1) articles of amendment; (2) plan of merger or share exchange; (3)
agreement for the disposition of all or substantially all of the
corporation's property; or (4) the terms of the dissolution. If the proposed
corporate action creates dissenters' rights, the notice must state that
shareholders are, or may be entitled to assert dissenters' rights, and must
be accompanied by a copy of the provisions of the Act governing such rights.
Section 2.5 Meetings by Telecommunications. Any or all of the
shareholders may participate in an annual or special meeting of shareholders
by, or the meeting may be conducted through the use of, any means of
communication by which all persons participating in the meeting can hear
each other during the meeting. A shareholder participating in a meeting by
this means is considered to be present in person at the meeting.
Section 2.6 Fixing of Record Date. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
distribution or dividend, or in order to make a determination of shareholders
for any other proper purpose, the board of directors may fix in advance a
date as the record date. Such record date shall not be more than 70 days
prior to the meeting of shareholders or the payment of any distribution or
dividend.
If no record date is so fixed by the board of directors for the determination
of shareholders entitled to notice of, or to vote at a meeting of
shareholders, or shareholders entitled to receive a share dividend or
distribution, or in order to make a determination of shareholders for any
other proper purpose, the record date for determination of such shareholders
shall be at the close of business on:
(a) With respect to an annual shareholder meeting or any special
shareholder meeting called by the board of directors or any person
specifically authorized by the board of directors or these bylaws to call a
meeting, the day before the first notice is delivered to shareholders;
(b) With respect to a special shareholders' meeting demanded by the
shareholders, the date the first shareholder signs the demand;
(c) With respect to the payment of a share dividend, the date the
board of directors authorizes the share dividend;
(d) With respect to actions taken in writing without a meeting
(pursuant to Article II, section 2.12), the date the first shareholder signs
a consent; and
(e) With respect to a distribution to shareholders (other than one
involving a repurchase or reacquisition of shares), the date the board
authorizes the distribution.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section 2.6, such determination
shall apply to any adjournment thereof unless the board of directors fixes a
new record date. A new record date must be fixed if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.
Section 2.7 Shareholder List. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make a complete
record of the shareholders entitled to vote at each meeting of shareholders,
arranged in alphabetical order with the address of and the number of shares
held by each. The list must be arranged by voting group (if such
exists, see Article II, section 2.8) and within each voting group by class or
series of shares. The shareholder list must be available for inspection by
any shareholder, beginning on the earlier of ten days before the meeting for
which the list was prepared or two business days after notice of the meeting
is given for which the list was prepared and continuing through the
meeting. The list shall be available at the corporation's principal office
or at a place identified in the meeting notice in the city where the meeting
is to be held. A shareholder, or his agent or attorney, is entitled, on
written demand, to inspect and, subject to the requirements of section 2.18
of this Article II and sections 16-10a-1602 and 16-10a-1603 of the Act, or any
sections of like tenor as from time to time amended, to inspect and copy the
list during regular business hours, at his expense, during the period it is
available for inspection. The corporation shall maintain the shareholder list
in written form or in another form capable of conversion into written form
within a reasonable time.
Section 2.8 Shareholder Quorum and Voting Requirements. If the
articles of incorporation or the Act provides for voting by a single voting
group on a matter, action on that matter is taken when voted upon by that
voting group.
Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to
that matter. Unless the articles of incorporation, a bylaw adopted pursuant to
section 2.9 of this Article II, or the Act provides otherwise, a majority of
the votes entitled to be cast on the matter by the voting group constitutes a
quorum of that voting group for action on that matter.
If the articles of incorporation or the Act provides for voting by two
or more voting groups on a matter, action on that matter is taken only when
voted upon by each of those voting groups counted separately. Action may be
taken by one voting group on a matter even though no action is taken by
another voting group entitled to vote on the matter.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for
that adjourned meeting.
If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless
the articles of incorporation, a bylaw adopted pursuant to section 2.9 of
this Article II, or the Act require a greater number of affirmative votes.
Section 2.9 Increasing Either Quorum or Voting Requirements. For
purposes of this section 2.9, a "supermajority" quorum is a requirement that
more than a majority of the votes of the voting group be present to constitute
a quorum; and a "supermajority" voting requirement is any requirement that
requires the vote of more than a majority of the affirmative votes of a
voting group at a meeting.
The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend, or delete a bylaw which fixes a
"supermajority" quorum or "supermajority" voting requirement.
The adoption or amendment of a bylaw that adds, changes, or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the
same quorum requirement and be adopted by the same vote and voting groups
required to take action under the quorum and voting requirement then in
effect or proposed to be adopted, whichever is greater.
A bylaw that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended, or repealed by the board of
directors.
Section 2.10 Proxies. At all meetings of shareholders, a shareholder
may vote in person, or vote by proxy, executed in writing by the shareholder
or by his duly authorized attorney-in-fact. Such proxy shall be filed with
the secretary of the corporation or other person authorized to tabulate votes
before or at the time of the meeting. No proxy shall be valid after
11 months from the date of its execution unless otherwise provided in the
proxy.
Section 2.11 Voting of Shares. Unless otherwise provided in the
articles of incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.
Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the corporation, shall be
voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting; provided,
however, the prior sentence shall not limit the power of the corporation to
vote any shares, including its own shares, held by it in a fiduciary capacity.
Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under
an irrevocable obligation to pay the holders the redemption price on surrender
of the shares.
Section 2.12 Corporation's Acceptance of Votes.
(a) If the name signed on a vote, consent, waiver, or proxy
appointment or revocation corresponds to the name of a shareholder, the
corporation if acting in good faith is entitled to accept the vote, consent,
waiver, or proxy appointment or revocation and give it effect as the act of
the shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy
appointment or revocation does not correspond to the name of its shareholder,
the corporation, if acting in good faith, is nevertheless entitled to accept
the vote, consent, waiver, or proxy appointment or revocation and give it
effect as the act of the shareholder if:
(1) the shareholder is an entity as defined in the Act and
the name signed purports to be that of an officer or agent of the entity;
(2) the name signed purports to be that of an administrator,
executor, guardian, or conservator representing the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable to the
corporation has been presented with respect to the vote, consent, waiver, or
proxy appointment or revocation;
(3) the name signed purports to be that of receiver or
trustee in bankruptcy of the shareholder and, if the corporation requests,
evidence of this status acceptable to the corporation has been presented with
respect to the vote, consent, waiver, or proxy appointment or revocation;
(4) the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the
corporation requests, evidence acceptable to the corporation of the
signatory's authority to sign for the shareholder has been presented with
respect to the vote, consent, waiver, or proxy appointment or revocation; and
(5) two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of
the co-owners and the person signing appears to be acting on behalf of all
the co-owners.
(c) The corporation is entitled to reject a vote, consent, waiver,
or proxy appointment or revocation if the secretary or other officer or agent
authorized to tabulate votes, acting in good faith, has reasonable basis for
doubt about the validity of the signature or about the signatory's authority
to sign for the shareholder.
(d) The corporation and its officer or agent who accepts or rejects
a vote, consent, waiver, or proxy appointment or revocation in good faith and
in accordance with the standards of this section are not liable in damages to
the shareholder for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a
vote, consent, waiver, or proxy appointment or revocation under this section
2.12 is valid unless a court of competent jurisdiction determines otherwise.
Section 2.13 Inspectors of Election. There shall be appointed at least
one inspector of the vote. Such inspector shall first take and subscribe an
oath or affirmation faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability.
Unless appointed in advance of any such meeting by the board of directors,
such inspector shall be appointed for the meeting by the presiding officer.
In the absence of any such appointment, the secretary of the corporation
shall act as the inspector. No candidate for the office of director (whether
or not then a director) shall be appointed as such inspector. Such inspector
shall be responsible for tallying and certifying each vote, whether made in
person or by proxy.
Section 2.14 Shareholder Action Without Meeting. Any action required
or permitted to be taken at a meeting of the shareholders, except for the
election of directors as set forth in section 2.15 of this Article II, may be
taken without a meeting and without prior notice if one or more consents in
writing, setting forth the action so taken, shall be signed by shareholders
having not less than the minimum number of votes that would be necessary to
authorize or take the action at a meeting at which all shares entitled to
vote with respect to the subject matter thereof are present. Directors may
be elected without a meeting of shareholders by the written consent of the
shareholders holding all of the shares entitled to vote for the election of
directors. Unless the written consents of all shareholders entitled to vote
have been obtained, notice of any shareholder approval without a meeting
shall be given at least ten days before the consummation of the action
authorized by the approval to (i) those shareholders entitled to vote
who have not consented in writing, and (ii) those shareholders not entitled
to vote and to whom the Act requires that notice of the proposed action be
given. If the act to be taken requires that notice be given to nonvoting
shareholders, the corporation shall give the nonvoting shareholders written
notice of the proposed action at least ten days before the action is taken.
The notice shall contain or be accompanied by the same material that would
have been required if a formal meeting had been called to consider the
action. A consent signed under this section 2.14 has the effect of a meeting
vote and may be described as such in any document. The written consents are
only effective if received by the corporation within a 60 day period and
not revoked prior to the receipt of the written consent of that number of
shareholders necessary to effectuate such action. Action taken pursuant to a
written consent is effective as of the date the last written consent
necessary to effect the action is received by the corporation, unless all of
the written consents necessary to effect the action specify a later date as
the effective date of the action, in which case the later date shall be the
effective date of the action. If the corporation has received written
consents signed by all shareholders entitled to vote with respect to the
action, the effective date of the action may be any date that is specified in
all the written consents as the effective date of the action. Such consents
may be executed in any number of counterparts or evidenced by any number of
instruments of substantially similar tenor.
Section 2.15 Election of Directors. At all meetings of the
shareholders at which directors are to be elected, except as otherwise set
forth in any stock designation with respect to the right of the holders of
any class or series of stock to elect additional directors under specified
circumstances, directors shall be elected by a plurality of the votes cast at
the meeting. The election need not be by ballot unless any shareholder so
demands before the voting begins. Except as otherwise provided by law, the
articles of incorporation, any preferred stock designation, or these bylaws,
all matters other than the election of directors submitted to the
shareholders at any meeting shall be decided by a majority of the votes cast
with respect thereto.
Section 2.16 Business at Annual Meeting. At any annual meeting of the
shareholders, only such business shall be conducted as shall have been
brought before the meeting (a) by or at the direction of the board of
directors or (b) by any shareholder of record of the corporation
who is entitled to vote with respect thereto. Notwithstanding anything in
these bylaws to the contrary, no business shall be brought before or
conducted at an annual meeting except in accordance with the provisions of
this section. The officer of the corporation or other person presiding at the
annual meeting shall, if the facts so warrant, determine and declare to the
meeting that business was not properly brought before the meeting in
accordance with such provisions, and if such presiding officer should so
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with such provisions and
if such presiding officer should so determine, such presiding officer shall
so declare to the meeting, and any such business so determined to be not
properly brought before the meeting shall not be transacted.
Section 2.17 Conduct of Meeting. The board of directors of the
corporation shall be entitled to make such rules or regulations for the
conduct of meetings of shareholders as it shall deem necessary, appropriate,
or convenient. Subject to such rules and regulations of the board
of directors, if any, the chairman of the meeting shall have the right and
authority to prescribe such rules, regulations, and procedures and do all
such acts as, in the judgment of such chairman, are necessary, appropriate,
or convenient for the proper conduct of the meeting, including, without
limitation, establishing an agenda or order of business for the meeting, rules
and procedures for maintaining order at the meeting, and the safety of those
present, limitations on participation in such meeting to shareholders of
record of the corporation and their duly authorized and constituted proxies,
and such other persons as the chairman shall permit, restrictions on entry to
the meeting after the time fixed for the commencement thereof, limitations on
the time allotted to questions or comments by participants and regulation of
the opening and closing of the polls for balloting on matters which are to be
voted on by ballot, unless, and to the extent, determined by the board of
directors or the chairman of the meeting, meetings of shareholders shall not
be required to be held in accordance with rules of parliamentary procedure.
Section 2.18 Shareholder's Rights to Inspect Corporate Records.
(a) Minutes and Accounting Records. The corporation shall keep as
permanent records minutes of all meetings of its shareholders and board of
directors, a record of all actions taken by the shareholders or board of
directors without a meeting, and a record of all actions taken by a committee
of the board of directors in place of the board of directors on behalf of the
corporation. The corporation shall maintain appropriate accounting records.
(b) Absolute Inspection Rights of Records Required at Principal
Office. If a shareholder gives the corporation written notice of his demand
at least five business days before the date on which he wishes to inspect and
copy, such shareholder (or his agent or attorney) has the right to inspect
and copy, during regular business hours, any of the following records, all
of which the corporation is required to keep at its principal office:
(1) its articles or restated articles of incorporation and all
amendments to the articles of incorporation currently in effect;
(2) its bylaws or restated bylaws and all amendments to the
bylaws currently in effect;
(3) the minutes of all shareholders' meetings, and records of
all action taken by shareholders without a meeting, for the past three years;
(4) all written communications to shareholders within the
past three years;
(5) a list of the names and business addresses of its current
directors and officers;
(6) the most recent annual report of the corporation
delivered to the Nevada Division of Corporations and Commercial Code; and
(7) all financial statements prepared for periods ending
during the last three years that a shareholder could request under section
2.19.
(c) Conditional Inspection Right. In addition, if a shareholder
gives the corporation a written demand made in good faith and for a proper
purpose at least five business days before the date on which such
shareholder wishes to inspect and copy, such shareholder describes with
reasonable particularity his purpose and the records he desires
to inspect, and the records are directly connected with his purpose, such
shareholder of the corporation (or his agent or attorney) is entitled to
inspect and copy, during regular business hours at a reasonable location
specified by the corporation, any of the following records of the corporation:
(1) excerpts from minutes of any meeting of the board of
directors, records of any action of a committee of the board of directors
acting on behalf of the corporation, minutes of any meeting of the
shareholders, and records of action taken by the shareholders or board of
directors without a meeting, to the extent not subject to inspection
under paragraph (b) of this section 2.18;
(2) accounting records of the corporation; and
(3) the record of shareholders (compiled no earlier than the
date of the shareholder's demand).
(d) Copy Costs. The right to copy records includes, if
reasonable, the right to receive copies made by photographic, xerographic, or
other means. The corporation may impose a reasonable charge, covering the
costs of labor and material (including third-party costs) for copies of any
documents provided to the shareholder. The charge may not exceed
the estimated cost of production or reproduction of the records.
(e) Shareholder Includes Beneficial Owner. For purposes of this
section 2.18, the term "shareholder" shall include a beneficial owner whose
shares are held in a voting trust or by a nominee on his behalf.
Section 2.19 Financial Statements Shall be Furnished to the
Shareholders. Upon written request of any shareholder, the corporation shall
mail to such shareholder its most recent annual or quarterly financial
statements showing in reasonable detail its assets and liabilities and the
results of its operations.
Section 2.20 Dissenters' Rights. Each shareholder shall have the
right to dissent from and obtain payment for such shareholder's shares when
so authorized by the Act, the articles of incorporation, these bylaws, or in
a resolution of the board of directors.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 General Powers. Unless the articles of incorporation
have dispensed with or limited the authority of the board of directors, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be managed under the direction
of, the board of directors.
Section 3.2 Number, Tenure, and Qualification of Directors. Unless
permitted by the Act, the authorized number of directors shall be not less
than three. The current number of directors shall be as determined (or as
amended from time to time) by resolution adopted from time to time by either
the shareholders or directors. Each director shall hold office until the
next annual meeting of shareholders or until removed. However, if his term
expires, he shall continue to serve until his successor shall have been
elected and qualified, or until there is a decrease in the number of
directors. A decrease in the number of directors does not shorten an
incumbent director's term. Unless required by the articles of incorporation,
directors do not need to be residents of Nevada or shareholders of the
corporation.
Section 3.3 Regular Meetings of the Board of Directors. 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 other notice
than such resolution.
Section 3.4 Special Meetings of the Board of Directors. Special
meetings of the board of directors may be called by or at the request of the
president or any one director. The person authorized to call special
meetings of the board of directors may fix any place as the place for holding
any special meeting of the board of directors.
Section 3.5 Notice of, and Waiver of Notice for, Special Director
Meetings. Unless the articles of incorporation provide for a longer or
shorter period, notice of any special director meeting shall be given at
least two days prior thereto either orally, in person, by telephone, by any
form of electronic communication, by mail, by private carrier, or by any other
manner provided for in the Act. Any director may waive notice of any
meeting.
Except as provided in the next sentence, the waiver must be in writing,
signed by the director entitled to the notice, and filed with the minutes or
corporate records. 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 and at the beginning of the meeting (or promptly upon his arrival)
objects to holding the meeting or transacting business at the meeting, and
does not thereafter vote for or assent to action taken at the meeting. Unless
required by the articles of incorporation or the Act, neither the business to
be transacted at, nor the purpose of, any special meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.
Section 3.6 Director Quorum. A majority of the number of directors
in office immediately before the meeting begins shall constitute a quorum for
the transaction of business at any meeting of the board of directors, unless
the articles of incorporation require a greater number.
Any amendment to this quorum requirement is subject to the provisions of
section 3.8 of this Article III.
Section 3.7 Directors, Manner of Acting. The act of the majority of
the directors present at a meeting at which a quorum is present when the vote
is taken shall be the act of the board of directors unless the articles of
incorporation require a greater percentage. Any amendment which changes the
number of directors needed to take action, is subject to the provisions of
section 3.8 of this Article III.
Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A
director participating in a meeting by this means is deemed to be present in
person at the meeting.
A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed
to have assented to the action taken unless: (1) he objects at the beginning
of the meeting (or promptly upon his arrival) to holding it or transacting
business at the meeting; or (2) his dissent or abstention from the action
taken is requested by such director to be entered in the minutes of the
meeting; or (3) he delivers written notice of his dissent or abstention to
the presiding officer of the meeting before its adjournment or to the
corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.
Section 3.8 Establishing a "Supermajority" Quorum or Voting
Requirement for the Board of Directors. For purposes of this section 3.8, a
"supermajority" quorum is a requirement that requires more than a majority of
the directors in office to constitute a quorum; and a "supermajority" voting
requirement is any requirement that requires the vote of more than a majority
of those directors present at a meeting at which a quorum is present to be
the act of the directors.
A bylaw that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:
(1) if originally adopted by the shareholders, only by the
shareholders (unless otherwise provided by the shareholders); or
(2) if originally adopted by the board of directors, either by
the shareholders or by the board of directors.
A bylaw adopted or amended by the shareholders that fixes a
supermajority quorum or supermajority voting requirement for the board of
directors may provide that it may be amended or repealed only by a specified
vote of either the shareholders or the board of directors.
Subject to the provisions of the preceding paragraph, action by the
board of directors to adopt, amend, or repeal a bylaw that changes the quorum
or voting requirement for the board of directors must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.
Section 3.9 Director Action Without a Meeting. Unless the articles
of incorporation provide otherwise, any action required or permitted to be
taken by the board of directors at a meeting may be taken without a meeting
if all the directors sign a written consent describing the action taken, and
such consent is filed with the records of the corporation. Action taken by
consent is effective when the last director signs the consent, unless the
consent specifies a different effective date. A signed consent has the effect
of a meeting vote and may be described as such in any document. Such consent
may be executed in any number of counterparts, or evidenced by any number of
instruments of substantially similar tenor.
Section 3.10 Removal of Directors. The shareholders may remove one
or more directors at a meeting called for that purpose if notice has been
given that the purpose of the meeting is such removal. The removal may be
with or without cause unless the articles of incorporation provide that
directors may only be removed with cause. If a director is elected by a
voting group of shareholders, only the shareholders of that voting group may
participate in the vote to remove him. If cumulative voting is authorized, a
director may not be removed if the number of votes sufficient to elect him
under cumulative voting is voted against his removal. If cumulative voting
is not authorized, a director may be removed only if the number of votes cast
to remove him exceeds the number of votes cast against such removal.
Section 3.11 Board of Director Vacancies. Unless the articles of
incorporation provide otherwise, if a vacancy occurs on the board of
directors, including a vacancy resulting from an increase in the number of
directors, the shareholders may fill the vacancy. During such time that the
shareholders fail or are unable to fill such vacancies, then and until the
shareholders act:
(1) the board of directors may fill the vacancy; or
(2) if the directors remaining in office constitute fewer than
a quorum of the board, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office.
If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders. If two or more
directors are elected by the same voting group, only remaining directors
elected by such voting group are entitled to vote to fill the vacancy of a
director elected by the voting group if it is filled by directors.
A vacancy that will occur at a specific later date (by reason of
resignation effective at a later date) may be filled before the vacancy
occurs but the new director may not take office until the vacancy occurs.
The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his term
expires, he shall continue to serve until his successor is elected and
qualified or until there is a decrease in the number of directors.
Section 3.12 Director Compensation. Unless otherwise provided in the
articles of incorporation, 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 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 therefor.
Section 3.13 Director Committees.
(a) Creation of Committees. Unless the articles of incorporation
provide otherwise, the board of directors may create one or more
committees and appoint members of the board of directors to serve on them.
Each committee must have two or more members, who serve at the pleasure of
the board of directors.
(b) Selection of Members. The creation of a committee and
appointment of members to it must be approved by the greater of (1) a
majority of all the directors in office when the action is taken or (2) the
number of directors required by the articles of incorporation to take such
action (or if not specified in the articles of incorporation, the number
required by section 3.7 of this Article III to take action).
(c) Required Procedures. Sections 3.4, 3.5, 3.6, 3.7, 3.8, and
3.9 of this Article III, which govern meetings, action without meetings,
notice and waiver of notice, quorum and voting requirements of the board of
directors, apply to committees and their members.
(d) Authority. Unless limited by the articles of incorporation,
each committee may exercise those aspects of the authority of the board of
directors which the board of directors confers upon such committee in the
resolution creating the committee; provided, however, a committee may not:
(1) authorize distributions to shareholders;
(2) approve, or propose to shareholders, action that the
Act requires be approved by shareholders;
(3) fill vacancies on the board of directors or on any of
its committees;
(4) amend the articles of incorporation pursuant to the
authority of directors to do so granted by section 16-10a-1002 of the Act or
any section of like tenor as from time to time amended;
(5) adopt, amend, or repeal bylaws;
(6) approve a plan of merger not requiring shareholder
approval;
(7) authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the board of directors; or
(8) authorize or approve the issuance or sale or contract
for sale of shares or determine the designation and relative rights,
preferences, and limitations of a class or series of shares, except that the
board of directors may authorize a committee (or a senior executive officer
of the corporation) to do so within limits specifically prescribed by the
board of directors.
ARTICLE IV
OFFICERS
Section 4.1 Number of Officers. The officers of the corporation
shall be a president and a secretary, both of whom shall be appointed by the
board of directors. Such other officers and assistant officers as may be
deemed necessary, including any vice-presidents, may be appointed by the
board of directors. If specifically authorized by the board of directors, an
officer may appoint one or more officers or assistant officers. The same
individual may simultaneously hold more than one office in the corporation.
Section 4.2 Appointment and Term of Office. The officers of the
corporation shall be appointed by the board of directors for a term as
determined by the board of directors. If no term is specified, such term
shall continue until the first meeting of the directors held after the next
annual meeting of shareholders. If the appointment of officers shall not be
made at such meeting, such appointment shall be made as soon thereafter as is
convenient. Each officer shall hold office until his successor shall have
been duly appointed and shall have qualified, until his death, or until he
shall resign or shall have been removed in the manner provided in section 4.3
of this Article IV.
Section 4.3 Removal of Officers. Any officer or agent may be
removed by the board of directors or an officer authorized to do so by the
board of directors at any time either before or after the expiration of the
designated term, with or without cause. Such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Neither
the appointment of an officer nor the designation of a specified term shall
create any contract rights.
Section 4.4 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. The president shall, when present, preside at
all meetings of the shareholders and of the board of directors, if the
chairman of the board is not present. The president 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 and
deeds, mortgages, bonds, contracts, or other instruments arising in the normal
course of business of the corporation and such other instruments as may be
authorized by the board of directors, except in cases where the signing and
execution thereof shall be expressly delegated by the board of directors or by
these 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 4.5 Vice-Presidents. If appointed, in the event of the
president's death or inability to act, the vice-president (or in the event
there be more than one vice-president, the executive vice-president or, in
the absence of any designation, the senior vice-president in the order of their
appointment) 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. A vice-president, if any, may sign, with the secretary or an
assistant secretary, certificates for shares of the corporation the issuance
of which has been authorized by resolution of the board of directors; and
shall perform such other duties as from time to time may be assigned to him
by the president or by the board of directors.
Section 4.6 Secretary. The secretary shall: (a) keep the minutes of
the proceedings of the shareholders and of the board of directors in one or
more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law; (c)
be custodian of the corporate records and of any seal of the corporation and,
if there is a seal of the corporation, see that it is affixed to all documents
the execution of which on behalf of the corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the post office address of each
shareholder which shall be furnished to the secretary by such shareholders;
(f) sign with the president, or a vice-president, certificates for shares of
the corporation, the issuance of which has been authorized by resolution of
the board of directors; (g) have general charge of the stock transfer books of
the corporation; and (h) in general perform all duties incident to the office
of 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 4.7 Treasurer. The treasurer, if any, and in the absence
thereof of the secretary, 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 from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies, or other depositories as shall be selected by the
board of directors; 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 surety or sureties as the
board of directors shall determine.
Section 4.8 Assistant Secretaries and Assistant Treasurers. Any
assistant secretary, when authorized by the board of directors, may sign with
the president or a vice-president certificates for shares of the corporation
the issuance of which has been authorized by a resolution of the board of
directors. Any assistant treasurer shall, if required by the board of
directors, give bonds for the faithful discharge of his duties in such sums
and with such sureties as the board of directors shall determine. Any
assistant secretary or assistant treasurer, in general, shall perform such
duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the board of directors.
Section 4.9 Salaries. The salaries of the officers shall be fixed
from time to time by the board of directors or by a duly authorized officer.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES
Section 5.1 Indemnification of Directors. The corporation shall
indemnify any individual made a party to a proceeding because such individual
was a director of the corporation to the extent permitted by and in accordance
with section 16-10a-901, et seq. of the Act or any amendments of successor
sections of like tenor.
Section 5.2 Advance Expenses for Directors. To the extent permitted
by section 16-10a-904 of the Act or any section of like tenor as amended from
time to time, the corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding, if:
(a) the director furnishes the corporation a written affirmation
of his good faith belief that he has met the standard of conduct described in
the Act;
(b) the director furnishes the corporation a written
undertaking, executed personally or on his behalf, to repay advances if it is
ultimately determined that he did not meet the standard of conduct (which
undertaking must be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to financial ability to
make repayment); and
(c) a determination is made that the facts then known to those
making the determination would not preclude indemnification under section 5.1
of this Article V or section 16-10a-901 through section 16-10a-909 of the Act
or similar sections of like tenor as from time to time amended.
Section 5.3 Indemnification of Officers, Agents, and Employees Who
are not Directors. Unless otherwise provided in the articles of
incorporation, the board of directors may authorize the corporation to
indemnify and advance expenses to any officer, employee, or agent of the
corporation who is not a director of the corporation, to the extent permitted
by the Act.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 6.1 Certificates for Shares.
(a) Content. Certificates representing shares of the
corporation shall at minimum, state on their face the name of the issuing
corporation and that it is formed under the laws of the state of Nevada; the
name of the person to whom issued; and the number and class of shares and the
designation of the series, if any, the certificate represents; and be in such
form as determined by the board of directors. Such certificates shall be
signed (either manually or by facsimile) by the president or a vice-president
and by the secretary or an assistant secretary and may be sealed with a
corporate seal or a facsimile thereof. Each certificate for shares shall be
consecutively numbered or otherwise identified.
(b) Legend as to Class or Series. If the corporation is
authorized to issue different classes of shares or different series within a
class, the designations, relative rights, preferences, and limitations
applicable to each class and the variations in rights, preferences, and
limitations determined for each series (and the authority of the board of
directors to determine variations for future series) must be summarized on the
front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the corporation will furnish the
shareholder this information without charge on request in writing.
(c) Shareholder List. 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.
(d) Transferring Shares. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a lost, destroyed, or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the board of directors may prescribe.
Section 6.2 Shares Without Certificates.
(a) Issuing Shares Without Certificates. Unless the articles
of incorporation provide otherwise, the board of directors may authorize the
issuance of some or all the shares of any or all of its classes or series
without certificates. The authorization does not affect shares already
represented by certificates until they are surrendered to the corporation.
(b) Written Statement Required. Within a reasonable time after
the issuance or transfer of shares without certificates, the corporation
shall send the shareholder a written statement containing at minimum:
(1) the name of the issuing corporation and that it is
organized under the laws of the state of Nevada;
(2) the name of the person to whom issued; and
(3) the number and class of shares and the designation of
the series, if any, of the issued shares.
If the corporation is authorized to issue different classes of shares or
different series within a class, the written statement shall describe the
designations, relative rights, preferences, and limitations applicable to each
class and the variation in rights, preferences, and limitations determined for
each series (and the authority of the board of directors to determine
variations for future series). Alternatively, each written statement may
state conspicuously that the corporation will furnish the shareholder this
information without charge on request in writing.
Section 6.3 Registration of the Transfer of Shares. Registration of
the transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation. In order to register a transfer, the
record owner shall surrender the shares to the corporation for cancellation,
properly endorsed by the appropriate person or persons with reasonable
assurances that the endorsements are genuine and effective. Unless the
corporation has established a procedure by which a beneficial owner of shares
held by a nominee is to be recognized by the corporation as the record owner
of such shares on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
Section 6.4 Restrictions on Transfer of Shares Permitted. The board
of directors (or shareholders) may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into,
or carrying a right to subscribe for or acquire, shares). A restriction does
not affect shares issued before the restriction was adopted unless the holders
of the shares are parties to the restriction agreement or voted in favor of
the restriction.
A restriction on the transfer or registration of transfer of shares is
authorized:
(a) to maintain the corporation's status when it is dependent
on the number or identity of its shareholders;
(b) to preserve entitlements, benefits, or exemptions under
federal, state, or local law; and
(c) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of shares may:
(a) obligate the shareholder first to offer the corporation or
other persons (separately, consecutively, or simultaneously) an opportunity to
acquire the restricted shares;
(b) obligate the corporation or other persons (separately,
consecutively, or simultaneously) to acquire the restricted shares;
(c) require the corporation, the holders of any class of its
shares, or another person to approve the transfer of the restricted shares,
if the requirement is not manifestly unreasonable; and
(d) prohibit the transfer of the restricted shares to designated
persons or classes of persons, if the prohibition is not manifestly unreasonable
A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this section 6.4 and such person has knowledge of
the restriction or its existence is noted conspicuously on the front or back
of the certificate or is contained in the written statement required by
section 6.2 of this Article VI with regard to shares issued without
certificates. Unless so noted, a restriction is not enforceable against a
person without knowledge of the restriction.
Section 6.5 Acquisition of Shares. The corporation may acquire its
own shares and unless otherwise provided in the articles of incorporation,
the shares so acquired constitute authorized but unissued shares.
If the articles of incorporation prohibit the reissuance of acquired
shares, the number of authorized shares is reduced by the number of shares
acquired by the corporation, effective upon amendment of the articles of
incorporation, which amendment may be adopted by the shareholders or the board
of directors without shareholder action. The articles of amendment must be
delivered to the Nevada Division of Corporations and Commercial Code for
filing and must set forth:
(a) the name of the corporation;
(b) the reduction in the number of authorized shares, itemized
by class and series;
(c) the total number of authorized shares, itemized by class
and series, remaining after reduction of the shares; and
(d) if applicable, a statement that the amendment was adopted by
the board of directors without shareholder action and that shareholder action
was not required.
ARTICLE VII
DISTRIBUTIONS
The corporation may make distributions (including dividends on its
outstanding shares) as authorized by the board of directors and in the manner
and upon the terms and conditions provided by law and in the corporation's
articles of incorporation.
ARTICLE VIII
CORPORATE SEAL
The board of directors may provide for a corporate seal which may have
inscribed thereon any designation including the name of the corporation,
Nevada as the state of incorporation, and the words "Corporate Seal."
ARTICLE IX
DIRECTORS CONFLICTING INTEREST TRANSACTIONS
A director's conflicting interest transaction may not be enjoined, be set
aside, or give rise to an award of damages or other sanctions, in a proceeding
by a shareholder or by or in the right of the corporation, solely because the
director, or any person with whom or which the director has a personal,
economic, or other association, has an interest in the transaction, if:
(a) directors' action respecting the transaction was at any time
taken in compliance with section 16-10a-852 of the Act or any section of like
tenor as amended from time to time;
(b) shareholders' action respecting the transaction was at any
time taken in compliance with section 16-10a-853 of the Act or any section of
like tenor as amended from time to time; or
(c) the transaction, judged according to the circumstances at
the time of commitment, is established to have been fair to the corporation.
ARTICLE X
AMENDMENTS
The corporation's board of directors may amend or repeal the
corporation's bylaws unless:
(a) the Act or the articles of incorporation reserve this power
exclusively to the shareholders in whole or part; or
(b) the shareholders in adopting, amending, or repealing a
particular bylaw provide expressly that the board of directors may not amend
or repeal that bylaw; or
(c) the bylaw either establishes, amends, or deletes, a
supermajority shareholder quorum or voting requirement (as defined in Article
II, section 2.9).
Any amendment which changes the voting or quorum requirement for the
board must comply with Article III, section 3.8, and for the shareholders,
must comply with Article II, section 2.9.
The corporation's shareholders may amend or repeal the corporation's
bylaws even though the bylaws may also be amended or repealed by its board of
directors.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
board of directors in consultation with the financial and tax advisors of the
corporation.
CERTIFICATE OF OFFICER
The undersigned does hereby certify that such person is the President of
Greatlender.com, Inc., a corporation duly organized and existing under and by
virtue of the laws of the State of Nevada; 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 August 14, 1999, 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 14th day of August, 1999.
/s/ Joe Thomas
Joe Thomas, President
