BY-LAWS
of
PARADISE RESORTS AND RENTALS, INC.
a Utah corporation
ARTICLE I - OFFICES
Section 1. The registered office of the corporation in the State of
Utah shall be at Suite 100, Bank One Tower, Salt Lake City, UT 84101. The
registered agent in charge thereof shall be James N. Barber, Esq.
Section 2. The corporation may also have offices at such other
places
as the Board of Directors may from time to time appoint or the business of
the
corporation may require.
ARTICLE II - SEAL
Section 1. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate
Seal, Shoreside Investments, Inc."
ARTICLE III - STOCKHOLDER'S MEETINGS
Section 1. Meetings of stockholders shall be held at the registered
office of the corporation in this state or at such place, either within or
without this state, as may be selected from time to time by the Board of
Directors.
Section 2. Annual Meetings: The annual meeting of the
stockholders shall be held on the First Wednesday of May in each year if not
a
legal holiday, and if a legal holiday, then the next secular day following at
10:00 o'clock a.m., when they shall elect a Board of Directors and transact
such other business as may properly be brought before the meeting. If the
annual meeting for election of Directors is not held on the date designated
therefore, the Directors shall cause the meeting to be held as soon
thereafter
as convenient.
Section 3. Election of Directors: Elections of the Directors of
the Corporation need not be by written ballot.
Section 4. Special Meetings: Special meetings of the
stockholders
may be called at any time by the President, or the Board of Directors, or
stockholders entitled to cast at least ten percent of the votes which all
stockholders are entitled to cast at the particular meeting. At any time,
upon
written request of any person or persons who have duly called a special
meeting, it shall be the duty of the Secretary to fix the date of the
meeting,
to be held not more than thirty days after receipt of the request, and to
give
due notice thereof. If the Secretary shall neglect or refuse to fix the date
of the meeting and give notice thereof, the person or persons calling the
meeting may do so.
Business transacted at the special meetings shall be confined to the
objects stated in the call and matters germane thereto, unless all
stockholders entitled to vote are present and consent.
Written notice of a special meeting of stockholders stating the time and
place and object thereof, shall be given to each stockholder entitled to vote
thereat at least ten days before such meeting, unless a greater period of
notice is required by statute in a particular case.
Section 5. 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 stockholders. If less than a majority of
the outstanding shares entitled to vote is 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 stockholders
present
at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
Section 6. Proxies: Each stockholder is entitled to vote at a
meeting of stockholders or to express consent or dissent to corporation
action
in writing without a meeting may authorize another person or persons to act
for him by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is an interest
in
the stock itself or an interest in the corporation generally. All proxies
shall be filed with the Secretary of the meeting before being voted upon.
Section 7. Notice of Meetings: Whenever stockholders are
required
or permitted to take any action at a meeting, a written notice of the
meeting
shall be given which shall state the place, date and hour of the meeting,
and,
in the case of a special meeting, the purpose or purposes for which the
meeting is called.
Unless otherwise provided by law, written notice of any meeting shall be
given not less than ten or more than sixty days before the date of the
meeting
to each stockholder entitled to vote at such meeting.
Section 8. Consent in Lieu of Meetings: Any action required to
be
taken at any annual or special meeting of stockholders of the corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and
without
a vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than a unanimous written consent shall be given to those stockholders who
have
not consented in writing.
Section 9. List of Stockholders: The officer who has charge of
the stock ledger of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder. No share of stock upon which any installment
is due and unpaid shall be voted at any meeting. The list shall be open to
the
examination of any stockholder, for any purpose germane to the meeting,
during
ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.
ARTICLE IV - DIRECTORS
Section 1. The business and affairs of this corporation shall be
managed by its Board of Directors, not less than two and not more than four
in
number as the Board of Directors shall determine. The Directors need not be
residents of the state of incorporation or stockholders in the corporation.
They shall be elected by the stockholders at the annual meeting of
stockholders of the corporation, and each director shall be elected for the
term of one year, and until his successor shall be elected and shall qualify
or until his earlier resignation or removal.
Section 2. Regular Meeting: Regular meetings of the Board shall
be held without notice on the First Wednesday day of May of each year,
immediately after the annual meeting of stockholders, at the registered
office
of the corporation, or at such other time and place as shall be determined by
the Board.
Section 3. Special Meetings: Special Meetings of the Board may
be
called by the President or Secretary on one day notice to each Director,
delivered either personally or by mail or by fax. Special Meetings shall be
called by the President or Secretary in like manner and on like notice on the
written request of a majority of the Directors in office.
Section 4. Quorum: A majority of the total number of Directors
shall constitute a quorum for the transaction of business.
Section 5. Consent in Lieu of Meeting: Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes or proceeding of the Board or
committee. The Board of Directors may hold its meetings, and have an office
or
offices, outside of this state.
Section 6. Telephone Conference : One or more Directors may
participate in a meeting of the Board, of a committee of the Board or of the
stockholders, by means telephone conference or similar communications
equipment by means of which all persons participating in the meeting can hear
each other; participation in this manner shall constitute presence in person
at such meeting.
Section 7. Compensation: Directors as such, shall not initially
receive any stated compensation for their services, but by resolution of the
Board, a fixed sum for expenses of attendance, if any, and a reasonable per
diem, may be allowed for attendance at each regular or special meeting of the
Board provided, that nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.
Section 8. Removal: Any Director or the entire Board of
Directors
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of Directors, except that when
cumulative voting is permitted, if less than the entire Board is to be
removed, no Director may be removed without cause if the votes cast against
his removal would be sufficient to elect him if then cumulatively voted at an
election of the entire Board of Directors, or, if there be classes of
directors, at an election of the class of Directors of which he is a part.
ARTICLES V - OFFICERS
Section 1. The executive officers of the corporation shall be chosen
by the Directors and shall be a President, Secretary an Treasurer. The Board
of Directors may also choose a Chairman, one or more Vice Presidents and such
other officers as it shall deem necessary. Any number of offices may be held
by the same person.
Section 2. Salaries: Salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
Section 3. Term of Office: The officers of the corporation shall
hold office for one year and until their successors are chosen and have
qualified. Any officer or agent elected or appointed by the Board may be
removed by the Board of Directors whenever in its judgment the best interest
of the corporation will be served thereby.
Section 4. President: The President shall be the chief executive
officer of the corporation; he shall preside at all meetings of the
stockholders and Directors; he shall have general and active management of
the
business of the corporation, shall see that all orders and resolutions of the
Board are carried into effect, subject, however, to the right of the
Directors
to delegate any specific powers, except such as may be by statute exclusively
conferred on the President, to any other officer or officers of the
corporation. He shall execute bonds, mortgages and other contracts requiring
a
seal, under the seal of the corporation. He shall be EX-OFFICIO a member of
all committees, and shall have the general power and duties of supervision
and
management usually vested in the office of President of a corporation.
Section 5. Secretary: The Secretary shall attend all sessions of
the Board and all meetings of the stockholders and act as clerk thereof, and
record all votes of the corporation and the minutes of all its transactions
in
a book to be kept for that purpose, and shall perform like duties for all
committees of the Board of Directors when required. He or she shall give, or
cause to be given, notice of all meetings of the stockholders and of the
Board
of Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or President, and under whose supervision he or she shall
be. He or she shall keep in safe custody the corporate seal of the
corporation, and when authorized by the Board, affix the same to any
instrument requiring it.
Section 6. Treasurer: The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation, and shall
keep the moneys of the corporation in a separate account to the credit of the
corporation. He shall disburse the funds of the corporation as may be ordered
by the Board, taking proper vouchers for such disbursements, and shall render
to the President and Directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the corporation.
ARTICLE VI - VACANCIES
Section 1. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise, shall be filled by the Board of
Directors. Vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, although less than a quorum, or by a sole
remaining director. If at any time, by reason of death or resignation or
other
cause, the corporation should have no Directors in office, then any officer
or
any stockholder, or other fiduciary entrusted with like responsibility for
the
person or estate of a stockholder, may call a special meeting of stockholders
in accordance with the provisions of these By-Laws.
Section 2. Resignations Effective at Future Date: When one or
more Directors shall resign from the Board, effective at a future date, a
majority of the Directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote
thereon
to take effect when such resignation or resignations shall become effective,
ARTICLE VII - CORPORATE RECORDS
Section 1. Any stockholder of record, in person or by attorney or
other agent, shall, upon written demand under oath stating the purpose
thereof, have the right during the usual hours for business to inspect for
any
proper purpose the corporation's stock ledger, and to make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder, In every instance where an attorney or
other agent shall be the person who seeks the right to inspection, the demand
under oath shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the corporation at
its
registered office in this state or at its principal place of business.
ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.
Section 1. The stock certificates of the corporation shall be
numbered and registered in the share ledger and transfer books of the
corporation as they are issued. They shall bear the corporate seal and shall
be signed by the President and Secretary or Treasurer of the corporation..
Section 2. Transfers: Transfers of shares shall be made on the
books of the corporation upon surrender of the certificates therefor,
endorsed
by the person named in the certificate or by attorney, lawfully constituted
in
writing. No transfer shall be made which is inconsistent with law.
Section 3. Lost Certificate: The corporation may issue a new
certificate of stock in the place of any certificate theretofore issued by
it,
alleged to have been lost, stolen or destroyed, and the corporation may
require the owner of the lost, stolen or destroyed certificate, or its legal
representative, to give the corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.
Section 4. Record Date: In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may
fix,
in advance, a record date, which shall not be more than sixty nor less than
ten days before the date of such meeting, nor more than sixty days prior to
any other action.
If no record date is fixed, the record date shall be ten calendar days
before the meeting.
(a) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close
of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.
(b) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when
no
action by the Board of Directors is necessary, shall be the day on which
the first written consent is expressed.
(c) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.
(d) A determination of stockholders of record entitled to
notice
of or to vote at a meeting of stockholders shall apply to any
adjournment
of the meting; providing, however, that the Board of Directors may fix a
new record date for the adjournment meeting.
Section 5. Dividends: The Board of Directors may declare and pay
dividends upon the outstanding shares of the corporation, from time to time
and to such extent as they deem advisable, in the manner and upon the terms
and conditions provided by statute and the Certificate of Incorporation.
Section 6. Reserves: Before payment of any dividend there may be
set aside out of the net profits of the corporation such sum as the
Directors,
from time to time, in their absolute discretion, think proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for the repairing
or maintaining any property of the corporation, or for such other purpose as
the directors shall think conducive to the interests of the corporation, and
the directors may abolish any such reserve in the manner in which it was
created.
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 1. Checks: All checks or demands for money and notes of
the corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.
Section 2. Fiscal Year: The fiscal year shall begin on the first
day of January.
Section 3. Notice: Whenever written notice is required to be
given to any person, it may be given to such person, either personally or by
sending a copy thereof through the mail, or by telegram, charges prepaid, to
his address appearing on the books of the corporation, or supplied by him to
the corporation for the purpose of notice. If the notice is sent by mail or
by
telegram, it shall be deemed to have been given to the person entitled
thereto
when deposited in the United States mail or with a telegraph office for
transmission to such person. Such person shall specify the place, day and
hour
of the meeting and, in the case of a special meeting of stockholders, the
general nature of the business to be transacted.
Section 4. Waiver of Notice: Whenever any notice is required by
statute, or by the Certificate or the By-Laws of this corporation 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. Except in the case of a special meeting of
stockholders, neither the business to be transacted at nor the purpose of the
meeting need be specified in the waiver of notice of such meeting. Attendance
of a person either in person or by proxy, at any meeting shall constitute a
waiver of notice of such meeting, except where a person attends a meeting for
the express purpose of objecting to the transaction of any business because
the meeting was not lawfully called or convened.
Section 5. Disallowed Compensation: Any payments made to an
officer or employee of the corporation such as a salary, commission, bonus,
interest, rent, travel or entertainment expense incurred by him, which shall
be disallowed in whole or in part as a deductible expense by the Internal
Revenue Service, shall be reimbursed by such officer or employee to the
corporation to the full extent of such disallowance. It shall be the duty of
the Directors, as a Board, to enforce payment of each such amount disallowed.
In lieu of payment by the officer or employee, subject to the determination
of
the Directors, proportionate amounts may be withheld from his future
compensation payments until the amount owed to the corporation has been
recovered.
Section 6. Resignations: Any director or other officer may
resign
at anytime, such resignation to be in writing, and to take effect from the
time of its receipt by the corporation, unless some time be fixed in the
resignation and then from the date. The acceptance of a resignation shall be
required to make it effective.
ARTICLE X - ANNUAL STATEMENT
Section 1. The President and Board of Directors shall present at
each
annual meeting a full and complete statement of the business and affairs of
the corporation for the preceding year. Such statement shall be prepared and
presented in whatever manner the Board of Directors shall deem advisable and
need not be verified by a certified public accountant.
ARTICLE XI - AMENDMENTS
Section 1. These By-Laws may be amended or repealed by the vote of
stockholders entitled to cast at least a majority of the votes which all
stockholders are entitled to cast thereon, at any regular or special meeting
of the stockholders, duly convened after notice to the stockholders of that
purpose.
THE FOREGOING By-laws of Paradise Resorts and Rentals, Inc. were
adopted
by a Consent Resolution of the sole Director of the corporation on June 21,
2000.
Paradise Resorts & Rentals Inc.
/s/ Kirby Stephens
Kirby Stephens
