BYLAWS
OF
Freelance.com, Inc.
Article I: Offices
The principal office of Freelance.com, 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 19th day of June, 2000.
Danny J. Lovell, Director
______________________________
Adam U. Shaikh
_______________________________
Eliot J. Thomas
