BYLAWS
OF
DATA FINANCIAL CORPORATION
ARTICLE I
OFFICE
The Board of Directors shall designate and the Corporation shall maintain
a principal office. The location of the principal office may be changed by
the Board of Directors. The Corporation may also have offices in such other
places as the Board may from time to time designate.
The location of the principal office of the Corporation shall be: 216
South Fourth Street, Las Vegas, Nevada, 89101.
ARTICLE II
SHAREHOLDERS MEETING
Section 1. Annual Meetings. The annual meeting of the shareholders of
the Corporation shall be held at such place within or without the State of
Nevada as shall be set forth in compliance with these Bylaws. The meeting
shall be held on the 15th day of January of each year beginning at 10:00. If
such day is a legal holiday, the meeting shall be on the next business day.
This meeting shall be for the election of Directors and for the transaction of
such other business as may properly come before it.
Section 2. Special Meetings. Special meetings of shareholders, other
than those regulated by statute, may be called at any time by the President,
or a majority of the Directors, and must be called by the President upon
written request of the holders of 50% of the outstanding shares entitled to
vote at such special meeting. Written notice of such meeting stating the
place, the date and hour of the meeting, the purpose or purposes for which it
is called, and the name of the person by whom or at whose direction the
meeting is called shall be given. The notice shall be given to each
shareholder of record in the same manner as notice of the annual meeting. No
business other than that specified in the notice of the meeting shall be
transacted at any such special meeting.
Section 3 Notice of Shareholder Meetings. The Secretary shall give
written notice stating the place, day, and hour of the meeting, and in the
case of a special meeting, the purpose or purposes for which the meeting is
called, which shall be delivered not less than ten nor more than fifty days
before the date of the meeting, either personally or by mail 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 books
of the Corporation, with postage thereon prepaid.
Section 4. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Nevada, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at
a meeting may designate any place, either within or without the State of
Nevada, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall
be the principal office of the Corporation.
Section 5. Record Date. The Board of Directors may fix a date not less
than ten nor more than fifty days prior to any meeting as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
such meetings of the shareholders. The transfer books may be closed by the
Board of Directors for a stated period not to exceed fifty days for the
purpose of determining shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
purpose.
Section 6. 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 a meeting resumed after any such adjournment 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 shareholders in such number
that less than a quorum remain.
Section 7. Voting A holder of an outstanding share, entitled to vote at
a meeting, may vote at such meeting in person or by proxy. Except as may
otherwise be provided in the Articles of Incorporation, every shareholder
shall be entitled to one vote for each share standing in his name on the
record of shareholders. Except as herein or in the Articles of Incorporation
otherwise provided, all corporate action shall be determined by 50% of the
votes cast at a meeting of shareholders by the holders of share entitled to
vote thereon.
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
duly authorized attorney in fact. Such proxy shall be filed with the
Secretary of the Corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.
Section 9. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any 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. The Board of Directors may adopt
such rules and regulations for the conduct of their meetings and the
management of the Corporation as they deem proper.
Section 2. Number, Tenure and Qualifications. The number of Directors
of the Corporation shall be three. Each Director shall hold office until the
next annual meeting of shareholders and until his successor shall have been
elected and qualified. Directors need not be residents of the State of Nevada
or shareholders of the Corporation.
Section 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than by this Bylaw, immediately
following 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 meeting without other notice than this
resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by order of the Chairman of the Board, the President, or by
one-third of the Directors. The Secretary shall give notice of the time,
place and purpose or purposes of each special meeting by mailing the same at
least two days before the meeting or by telephoning or telegraphing the same
at least one day before the meeting to each Director.
Section 5. Quorum. A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of business, but less than a
quorum may adjourn any meeting from time to time until a quorum shall be
present, whereupon the meeting may be held, as adjourned, without further
notice. At any meeting at which every Director shall be present, even though
without any notice, any business may be transacted.
Section 6. Manner of Acting. At all meetings of the Board of Directors,
each Director shall have one vote. The act of a majority present at a meeting
shall be the act of the Board of Directors, provided a quorum is present.
Section 7. Vacancies. A vacancy in the Board of Directors shall be
deemed to exist in case of death, resignation, or removal of any Director, or
if the authorized number of Directors be increased, or if the shareholders
fail at any meeting of shareholders at which any Director is to be elected, to
elect the full authorized number to be elected at that meeting.
Section 8. Removal. Directors may be removed at any time by a vote of
the shareholders holding 50% of the shares outstanding and entitled to vote.
Such vacancy shall be filled by the Directors then in office, through less
than a quorum, to hold office until the next annual meeting or until his
successor is duly elected and qualified, except that any directorship to be
filled by reason of removal by the shareholders may be filled by election by
the shareholders at the meeting at which the Director is removed. No
reduction of the authorized number of Directors shall have the effect of
removing any Director prior to the expiration of his term of office.
Section 9. Resignation. A Director may resign at any time by delivering
written notification thereof to the President or Secretary of the Corporation.
Resignation shall become effective upon its acceptance by the Board of
Directors; provided, however, that if the Board of Directors has not acted
thereon within ten days from the date of its delivery, the resignation shall
upon the tenth day be deemed accepted.
Section 10. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which an 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.
Section 11. Compensation. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, any may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefore.
Section 12. Emergency Power. When, due to a national disaster or death,
a majority of the Directors are incapacitated or otherwise unable to attend
the meetings and function as Directors, the remaining members of the Board of
Directors shall have all the powers necessary to function as a complete Board,
and for the purpose of doing business and filling vacancies shall constitute a
quorum, until such time as all Directors can attend or vacancies can be filled
pursuant to these Bylaws.
Section 13. Chairman. The Board of Directors may elect from its own
number a Chairman of the Board, who shall preside at all meetings of the Board
of Directors, and shall perform such other duties as may be prescribed from
time to time by the Board of Directors.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be a
President, one or more Vice-Presidents, a Secretary, a Treasurer, a General
Manager, and a General Counsel, each of whom shall be elected by a majority of
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. 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, except the offices of
President and Secretary. Officers may or may not 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 of the shareholders. If the election of officers shall not be held as
soon thereafter as convenient. 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. Resignation. Any officer may resign at any time by
delivering a written resignation either to the President or to the Secretary.
Unless otherwise specified therein, such resignation shall take effect upon
delivery.
Section 4. 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 of appoint of an officer
or agent shall require 50% vote of the Board of Directors, exclusive of the
officer in question if he is also a Director.
Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or if a new office shall
be created, such vacancy may be filled by the Board of Directors for the
unexpired portion of the term.
Section 6. President. The President shall be the chief executive and
administrative officer of the company. He shall preside at all meetings of
the stockholders and, in the absence of the Chairman of the Board, at meetings
of the Board of Directors. He shall exercise such duties as customarily
pertain to the office of President and shall have general and active
supervision over the property, business, and affairs of the company and over
its several officers. He may appoint officers, agents, or employees other
than those appointed by the Board of Directors. He may sign, execute and
deliver in the name of the company powers of attorney, contracts, bonds and
other obligations, and shall perform such other duties as may be prescribed
from time to time by the Board of Directors or by the Bylaws.
Section 7. Vice President. The Vice-President shall have such powers to
perform such duties as may be assigned to him by the Board of Directors or the
President. In the absence or disability of the President, the Vice-President
designated by the Board or the President shall perform the duties and exercise
the powers of the President. A Vice-President may sign and execute contracts
and other obligations pertaining to the regular course of his duties.
Section 8. Secretary. The Secretary shall, subject to the direction of
a designated Vice-President, keep the minutes of all meetings of the
stockholders and of the Board of Directors, and to the extent ordered by the
Board of Directors or the President, the minutes of meetings of all
committees. He shall cause notice to be given of meetings of stockholders, of
the Board of Directors, and of any committee appointed by the Board. He shall
have custody of the corporate seal and general charge of the records,
documents and papers of the company not pertaining to the performance of the
duties vested in other officers, which shall at all reasonable times be open
to the examination of any Director. He may sign or execute contracts with the
President or Vice- President thereunto authorized in the name of the company
and affix the seal of the company thereto. He shall perform such other duties
as may be prescribed from time to time by the Board of Directors or by the
Bylaws. He shall be sworn to the faithful discharge of his duties. Assistant
Secretaries shall assist the Secretary and shall keep and record such minutes
of meetings as shall be directed by the Board of Directors.
Section 9. Treasurer. The Treasurer shall, subject to the direction of
a designated Vice-President, have general custody of the collection and
disbursement of funds of the company. He shall endorse on behalf of the
company for collection checks, notes and other obligations, and shall deposit
the same to the credit of the company in such bank or banks or depositories as
the Board of Directors may designate. He may sign, with the President or such
other persons as may be designated for the purpose by the Board of Directors,
all bills of exchange or promissory notes of the company. He shall enter or
cause to be entered regularly in the books of the company full and accurate
account of all monies received and paid by him on account of the company;
shall at all reasonable times exhibit his books and accounts to any Director
of the company upon application at the office of the company during business
hours; and, whenever required by the Board of Directors or the President,
shall render a statement of his accounts. He shall perform such other duties
as may be prescribed from time to time by the Board of Directors or by the
Bylaws. He shall give bond for the faithful performance of his duties in such
sum and with or without such surety as shall be approved by the Board of
Directors.
Section 10. General Counsel. The General Counsel shall advise and
represent the company generally in all legal matters and proceedings, and
shall act as counsel to the Board of Directors and the Executive Committee.
The General Counsel may sign and execute pleadings, powers of attorney
pertaining to legal matters, and any other contracts and documents in the
regular course of his duties.
Section 11. General Manager. The Board of Directors may employ and
appoint a General Manager who may, or may not, be one of the officers or
Directors of the corporation. He shall be the chief operating officer of the
corporation and, subject to the directions of the Board of Directors, shall
have general charge of the business operations of the corporation and general
supervision over its employees and agents. He shall have the exclusive
management of the business of the corporation and of all of its dealings, but
at all times subject to the control of the Board of Directors. Subject to the
approval of the Board of Directors or the Executive Committee, he shall employ
all employees of the corporation, or delegate such employment to subordinate
officers, or such division chiefs, and shall have authority to discharge any
person so employed. He shall make a report to the President and Directors
quarterly, or more often if required to do so, setting forth the result of the
operations under his charge, together with suggestions looking to the
improvement and betterment of the condition of the corporation, and to perform
such other duties as the Board of Directors shall require.
Section 12. Other Officers. Other officers shall perform such duties
and have such powers as may be assigned to them by the Board of Directors.
Section 13. Salaries. The salaries or other compensation of the
officers of the corporation shall be fixed from time to time by the board of
Directors, except that the Board of Directors may delegate to any person or
group of persons the power to fix the salaries or other compensation of any
subordinate officers or agents. No officer shall be prevented from receiving
any such salary or compensation by reason of the fact that he is also a
Director of the corporation.
Section 14. Surety Bonds. In case the Board of Directors shall so
require, any officer or agent of the corporation shall execute to the
corporation a bond in such sums and with such surety or sureties as the Board
of Directors may direct, conditioned upon the faithful performance of his
duties to the corporation, including responsibility for negligence and for the
accounting for all property, monies or securities of the corporation which may
come into his hands
ARTICLE V
COMMITTEES
Section 1. Executive Committee. The Board of Directors may appoint from
among its members an Executive Committee of not less than two nor more than
seven members, one of whom shall be the President, and shall designate one of
such members as Chairman. The Board may also designate one or more of its
members as alternates to serve as members of the Executive Committee in the
absence of a regular member or members. The Board of Directors reserves to
itself alone the power to declare dividends, issue stock, recommend to
stockholders any action requiring their approval, change the member ship of
any committee at any time, fill vacancies therein, and discharge any committee
together with or without cause at any time. Subject to the foregoing
limitations, the Executive Committee shall possess and exercise all other
powers of the Board of Directors during the intervals between meetings.
Section 2. Other Committees. The Board of Directors may also appoint
from among its own members such other committees as the Board of Directors may
determine, which shall in each case consist of not less than two Directors,
and which shall have such powers and duties as shall from time to time be
prescribed by the Board. The President shall be a member of ex officio of
each committee appointed by the Board of Directors. A majority of the members
of any committee may fix its rules of procedure.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer
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 specified instances.
Section 2. Loans. No loan or advances shall be contracted on behalf of
the corporation, no negotiable paper or other evidence of its obligation under
any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated or transferred as
security for the payment of any loan, advance, indebtedness of liability of
the corporation unless and except as authorized by the Board of Directors.
Any such authorization may be general or confined to specific instances.
Section 3. 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, or as may be selected by any officer or agent authorized to do so
by the Board of Directors.
Section 4. Checks and Drafts. All notes, drafts, acceptances, checks,
endorsements and evidences of indebtedness of the corporation shall be signed
by such officer or officers or such agent or agents of the corporation and in
such manner as the Board of Directors from time to time may determine.
Endorsements for deposit to the credit of the corporation in any of its duly
authorized depositories shall be made in such manner as the Board of Directors
from time to time may determine.
Section 5. Bonds and Debentures. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the President or a Vice- President and by the Treasurer or by the
Secretary, and sealed with the seal of the corporation. The seal may be
facsimile, engraved or printed. Where such bond or debenture is authenticated
such the manual signature of an authorized officer of the corporation or other
trustee designated by the indenture of trust or other agreement under which
such security is issued, the signature of any of the corporation's officers
named thereon may be facsimile. In case any officer who signed, or whose
facsimile signature has been used on any such bond or debenture, shall cease
to be an officer of the corporation for any reason before the same has been
delivered by the corporation, such bond or debenture may nevertheless be
adopted by the corporation and issued and delivered as through the person who
signed it or whose facsimile signature has been used thereon had not ceased to
be such officer.
ARTICLE VII
CAPITAL STOCK
Section 1. Certificate of Share. The shares of the corporation shall be
represented by certificates prepared by the Board of Directors and signed by
the President or the Vice-President and by the Secretary, and sealed with the
seal of the corporation or a facsimile. The signatures of such officers upon
a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the corporation itself
or one of its employees. 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 certificates shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, 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 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.
Section 3. Transfer Agent and Registrar. The Board of Directors shall
have power to appoint one or more transfer agents and registrars for the
transfer and registration of certificates of stock of any class, and may
require that stock certificates shall be countersigned and registered by one
or more of such transfer agents and registrars.
Section 4. Lost or Destroyed Certificates. The corporation may issue a
new certificate to replace any certificate theretofore issued by its alleged
to have been lost or destroyed. The Board of Directors may require the owner
of such a certificate or his legal representative to give the corporation a
bond in such sum and with such sureties as the Board of Directors may direct
to indemnify the corporation as transfer agents and registrars, if any,
against claims that may be made on account of the issuance of such new
certificates. A new certificate may be issued without requiring any bond.
Section 5. Consideration for Shares. The capital stock of the
corporation shall be issued for such consideration, but not less than the par
value thereof, as shall be fixed from time to time by the Board of Directors.
In the absence of fraud, the determination of the Board of Directors as to the
value of any property or services received in full or partial payment of
services shall be conclusive.
Section 6. Registered Shareholders. The company shall be entitled to
treat the holder of record of any share or shares of stock as the holder
thereof, in fact, and shall not be bound to recognize any equitable or other
claim to or on behalf of this company any and all of the rights and powers
incident to the ownership of such stock at any meeting, and shall have power
and authority to execute and deliver proxies and consents on behalf of this
company in connection with the exercise by this company of the rights and
powers incident to the ownership of such stock. The Board of Directors, from
time to time, may confer like powers upon any other person or persons.
ARTICLE VIII
INDEMNIFICATION
Section 1. Indemnification. No officer or Director shall be personally
liable for any obligations of the corporation or for any duties or obligations
of the corporation or for any duties or obligations arising out of any acts or
conduct of said officer or Director performed for or on behalf of the
corporation. The corporation shall and does hereby indemnify and hold
harmless each person and his heirs and administrators who shall serve at any
time hereafter as a Director or officer of the corporation from and against
any and all claims, judgements and liabilities to which such person shall
become subject by reason of his having theretofore or hereafter been a
Director or office of the corporation, or by reason of any action alleged to
have heretofore or hereafter taken or omitted to have been taken by him as
such Director or officer, and shall reimburse each such person for all legal
and other expenses reasonably incurred by him in connection with any such
claim or liability, including power to defend such person from all suits or
claims as provided for under the provisions of the Nevada Business Corporation
Act; provided, however, that no such person shall be indemnified against, or
be reimbursed for, any expense incurred in connection with any claim or
liability arising out of his own negligence or willful misconduct. The rights
accruing to any person under the foregoing provisions of this section shall
not exclude any other right to which he may lawfully be entitled, nor shall
anything herein contained restrict the right of the corporation to indemnify
or reimburse such person in any proper case, even though not specifically
herein provided for. The corporation, its directors, officers, employees and
agents shall be fully protected in taking any action or making any payment, or
in refusing so to do in reliance upon the advice of counsel.
Section 2. Other Indemnification. The indemnification herein provided
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in
its official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer or employee, and shall inure to the benefit of the heirs, executors
and administrators of such person.
Section 3. Insurance. The corporation may purchase and maintain
insurance of behalf of any person who is or was a Director, officer or
employee of the corporation, or is or was serving at the request of the
corporation as a Director, officer or employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have
the power to indemnify him against liability under the provisions of this
section or of the general Corporation Law of Nevada.
Section 4. Settlement by Corporation. The right of any person to be
indemnified shall be subject always to the right of the corporation by its
Board of Directors, in lieu of such indemnity, to settle any such claim,
action, suit or proceeding at the expense of the corporation by the payment of
the amount of such settlement and the costs and expenses incurred in
connection therewith.
ARTICLE IX
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
Director of the corporation under the provisions of these Bylaws, or under the
provisions of the Articles of Incorporation, or under the provisions of the
Nevada Business Corporation Act, a waiver thereof in writing signed by the
person or person entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
Attendance at any meeting shall constitute a waiver of notice of such
meetings, except where attendance is for the express purpose of objecting to
the legality of that meeting.
ARTICLE X
AMENDMENTS
These bylaws may be altered, amended repealed, or new bylaws adopted by
50% of the entire Board of Directors at any regular or special meeting. Any
bylaw adopted by the Board may be repealed or changed by action of the
shareholders.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall be fixed and may be varied by
resolution of the Board of Directors.
ARTICLE XII
DIVIDENDS
The Board of Directors may at any regular or special meeting, as they
deem advisable, declare dividends payable out of the surplus of the
corporation.
ARTICLE XIII
CORPORATE SEAL
The seal of the corporation shall be in the form of a circle and shall
bear the name of the corporation and the year of incorporation per sample
affixed hereto.
