CERTIFIED SERVICES
RECORD OF MINUTES
INDEX
I. Waiver of Notice of First Meeting of 2
Incorporators
II. Minutes of First Meeting of 3
Incorporators
III. Waiver of Notice of First Meeting of 5
the Board of Directors
IV. Minutes of First Meeting of Board of 6
Directors
V. Waiver of Notice of First Meeting of 10
Shareholders
VI. Minutes of First Meeting of 11
Shareholders
WAIVER OF NOTICE OF FIRST MEETING OF
INCORPORATORS
OF
CERTIFIED SERVICES, INC.
We the undersigned, being all of the Incorporators of the
Corporation, hereby agree and consent that the first meeting of the
Incorporators of the Corporation be held on September 15, 1999 at
820 Singing Drum, Henderson, Nevada, and do hereby waive all notice
whatsoever of such meeting and of any adjournment or adjournments
thereof.
We do further agree and consent that any and all lawful business
may be transacted at such meeting or at any adjournment or
adjournments thereof as may be deemed advisable by the
Incorporators present thereat. Any business transacted at such
meeting or at any adjournment or adjournments thereof shall be as
valid and legal and of the same force and effect as if such meeting
or adjourned meeting were held after notice.
Place of 820 Singing Drum, Henderson, Nevada
Meeting:
Date of September 15, 1999
Meeting:
Time of 10:00 a.m.
Meeting:
This 15th day of September,
1999.
Incorporator
Incorporator
MINUTES OF FIRST MEETING OF
INCORPORATORS
OF
CERTIFIED SERVICES, INC.
The first meeting of the Incorporators of the Corporation was
held on September 17, 1999, and at 820 Singing Drum, Henderson,
Nevada, as set forth in the written Waiver of Notice signed by all
of the Incorporators, and prefixed to the Minutes of this meeting.
Michael L. Zuliani and Rebecca Jo Baltz called the meeting to
order and stated the objects thereof. Upon motion duly made,
seconded and unanimously carried, Michael L. Zuliani was chosen
temporary chairman of the meeting, and Rebecca Jo Baltz as
temporary secretary thereof.
The following persons, constituting all of the Incorporators,
were present in person:
Michael L. Zuliani
Rebecca Jo Baltz
The temporary chairman then presented a copy of the
Certificate of Incorporation, and reported that the original
thereof had been filed in the Office of the Secretary of State of
Nevada, on the 15th day of September, 1999, and that the filing
fees required by law had been paid to the Secretary of State and
receipts obtained therefor. Upon motion duly made, seconded and
unanimously carried, it was
RESOLVED, that a copy of the Certificate of Incorporation of
the Corporation, together with the original receipt showing payment
of the statutory filing fee be inserted in the Minute Book of the
Corporation.
The temporary chairman presented a proposed form of bylaws for
the regulation and management of the affairs of the Corporation,
and stated that the same had been prepared by the Corporation's
counsel in accordance with the instructions of the incorporators.
The proposed bylaws were read, article by article, and after
discussion. Upon motion duly made, seconded and unanimously
carries, it was
RESOLVED, that the proposed bylaws submitted to the meeting
be, and the same are, hereby adopted as and for the bylaws of the
Corporation, and that a copy thereof be placed in the Corporate
Records Book.
The Chairman then stated that it was in order to consider
electing a Board of Directors. Upon nominations duly made,
seconded and unanimously carried, the following persons were
elected as Directors of the Corporation, to serve until the first
meeting of shareholders and until their successors are duly elected
and qualify:
Michael L. Zuliani
Rebecca Jo Baltz
The issuance of shares of the Corporation was then discussed.
Upon motion duly made, seconded and unanimously carried, it was
RESOLVED, that the Directors be, and they hereby are
authorized in their discretion to issue the shares of the
Corporation to the full amount or number of shares authorized by
the Certificate of Incorporation, in such amounts and for such
consideration as, from time to time shall be determined by the
Board of Directors, and as may be permitted by law.
There being no further business to come before the meeting,
upon motion duly made, seconded and unanimously carried it was
adjourned.
Temporary Chairman Temporary Secretary
WAIVER OF NOTICE OF FIRST MEETING OF
BOARD OF DIRECTORS
OF
CERTIFIED SERVICES, INC.
We, the undersigned, being all of the Directors of the
Corporation, hereby agree and consent that the first meeting of the
Board of Directors of the Corporation be held on September 17, 1999 at
4850 West Flamingo Road #23, Las Vegas, Nevada, as designated hereunder,
and do hereby waive all notice whatsoever of such meeting and of any
adjournment or adjournments thereof.
We do further agree and consent that any and all lawful
business may be transacted at such meeting or at any adjournment or
adjournments thereof as may be deemed advisable by the Directors
present thereat. Any business transacted at such meeting or at any
adjournment or adjournments thereof shall be as valid and legal and
of the same force and effect as if such meeting or adjourned
meeting were held after notice.
Place of 4850 W. Flamingo Rd. #23, Las Vegas,
Meeting: Nevada
Date of Meeting: September 17, 1999
Time of Meeting: 10:00 a.m.
Dated: September 17, 1999
Director
Director
MINUTES OF FIRST MEETING OF
BOARD OF DIRECTORS
OF
CERTIFIED SERVICES, INC.
The first meeting of the Board of Directors of the Corporation
was held on September 17, 1999 and at 4850 West Flamingo Road #23,
Las Vegas, Nevada, as set forth in the written Waiver of Notice,
signed by all the Directors, fixing such time and place and
prefixed to the minutes of this Meeting.
The were present the following:
Michael L. Zuliani
Martin G. Bothmann
The meeting was called to order by Michael L. Zuliani. It was
moved, seconded and unanimously carried that Michael L. Zuliani act
as the Temporary Chairman; and Martin G. Bothmann act as the
Temporary Secretary.
The meeting then proceeded to the election of officers. Upon
nominations duly made and seconded, the following were elected
officers of the Corporation, to serve for the ensuing year and
until their successors are elected and qualify:
President: Michael L.
Zuliani
Vice
President:
Secretary: Martin G.
Bothmann
Treasurer: Martin G.
Bothmann
The President of the Corporation thereupon assumed the Chair,
and the Secretary of the Corporation assumed the duties as
Secretary of the meeting.
The Secretary presented to the meeting:
1. Copy of the Certificate of Incorporation;
2. Copy of the bylaws of the Corporation as adopted by the
Incorporators; and
3. Minutes of the First Meeting of Incorporators.
Upon motion duly made, seconded and unanimously carried, it
was
RESOLVED, that all of the acts taken and decisions reached at
the first meeting of the Incorporators of the Corporation be, and
they hereby are, ratified and adopted by this Board of Directors.
The Secretary submitted to the meeting a seal proposed for use
as the corporate seal of the Corporation. Upon motion duly made,
seconded and unanimously carried, it was
RESOLVED, that the form of seal submitted to this meeting be,
and it hereby is approved and adopted as and for the corporate seal
of this Corporation, and that a copy thereof be made on the margin
of these minutes.
There was presented to the meeting a specimen of a proposed
certificate to represent the shares of the Corporation. Upon
motion duly made, seconded and unanimously carried, it was
RESOLVED, that the specimen form of certificate which has been
presented to this meeting be, and the same hereby is, approved and
adopted as the certificate to represent the shares of this
Corporation.
The banking arrangements of the Corporation were then
discussed. After discussion, on motion duly made, seconded and
carried, it was
RESOLVED, that Nevada State Bank be the depository for
corporate funds; and that Michael L. Zuliani and Martin G. Bothmann
may withdraw funds or write checks.
The President then presented to the meeting the question of
taking advantage of the provisions of Section 1244 of the Internal
Revenue Code of 1954. He noted that this Section permits ordinary
loss treatment when either the holder of Section 1244 stock sells
or exchanges such stock at a loss or when such stock becomes
worthless. After a discussion, the following preambles and
resolutions were unanimously adopted:
WHEREAS Section 1244 of the Internal Revenue Code and the
Regulations issued thereunder provide that stock of a corporation
may be issued as "Section 1244 stock"; and
WHEREAS this Corporation is a "small business corporation" as
contemplated by I.R.C. S1244 and it desires to secure for its
shareholders any benefits which may be realized through the
issuance of "section 1244 stock".
Now therefore be it:
RESOLVED, that all common stock of this Corporation be issued
in such manner as to constitute the same "section 1244 stock" at
the time of issuance thereof, and further
RESOLVED, that the proper officers of the Corporation be and
they are hereby authorized, empowered, and directed to do and
perform any and all acts and deeds necessary to carry out the
foregoing resolution.
The Chairman presented to the meeting a certain written offer
addressed to the Corporation by Michael L. Zuliani and Martin G.
Bothmann dated September 17, 1999 pertaining to the issuance of the
shares of the Corporation. A discussion followed. Upon motion
duly made, seconded and unanimously carried, it was
RESOLVED, that the written offer dated September 17, 1999
pertaining to the issuance of shares of stock of the Corporation,
to Michael L. Zuliani and Martin G. Bothmann be, and the same
hereby are, in all respects approved for and on behalf of the
Corporation; and it was further
RESOLVED, that the Corporation issue and deliver to Michael L.
Zuliani, upon receipt of the consideration therefor, pursuant to
the terms of the aforesaid offer, a certificate representing
750,000 shares of the Corporation, $0.001 par value; and it was
further
RESOLVED, that the Corporation issue and deliver to Martin G.
Bothmann, upon receipt of the consideration therefor, pursuant to
the terms of the aforesaid offer, a certificate representing
750,000 shares of the Corporation, $0.001 par value; and it was
further
RESOLVED, that the officers of the Corporation be, and they
hereby are, authorized, empowered and directed to take any and all
steps, and to execute and deliver any and all instruments in
connection with consummating the transaction contemplated by the
aforesaid offer and in connection with carrying the foregoing
resolutions into effect.
There being no further business to come before the meeting,
upon motion duly made, seconded and unanimously carried it was
adjourned.
Secretary
Attest:
Board of Directors
Michael L. Zuliani, Martin G. Bothmann,
Director Director
WAIVER OF NOTICE OF FIRST MEETING OF
SHAREHOLDERS
OF
CERTIFIED SERVICES, INC.
We, the undersigned, being all of the shareholders of the
Corporation, hereby agree and consent that the first meeting of
shareholders of the Corporation be held on September 17, 1999 at
4850 West Flamingo Road #23, Las Vegas, Nevada, as designated
hereunder, and do hereby waive all notice whatsoever of such
meeting and of any adjournment or adjournments thereof.
We do further agree and consent that any and all lawful
business may be transacted at such meeting or at any adjournments
thereof as may be deemed advisable by any shareholder present
thereat. Any business transacted at such meeting or at any
adjournment or adjournments thereof shall be valid and legal and of
the same force and effect as if such meeting or adjourned meeting
were held after notice.
Place of 4850 West Flamingo Road #23, Las
Meeting: Vegas, Nevada
Date of September 17, 1999
Meeting:
Time of 10:00 a.m.
Meeting:
Dated: September 17, 1999
Shareholder
Shareholder
MINUTES OF FIRST MEETING OF
SHAREHOLDERS
OF
CERTIFIED SERVICES, INC.
The first meeting of shareholders of the above-captioned
Corporation was held on September 17, 1999 at 4850 West Flamingo
Road #23, Las Vegas, Nevada, as set forth in the written Waiver of
Notice signed by the shareholders, fixing such time and place, and
prefixed to the minutes of this meeting.
The meeting was called to order by the President, heretofore
elected by the Board of Directors, and the following shareholders,
being all of the shareholders of the Corporation, were present:
Michael L. Zuliani
Martin G. Bothmann
There was presented to the meeting the following:
1. Copy of Certificate of Incorporation
2. Copy of Bylaws of the Corporation, duly adopted by the
Incorporators
3. Resolutions adopted by the Incorporators
4. Minutes of First Meeting of Directors
5. Corporate Certificate Book
6. Corporate Certificate Ledger
The Chairman noted that it was in order to consider the
election of a Board of Directors for the ensuing year. Upon
nominations duly made, seconded and unanimously carried, the
following persons were elected as Directors of the Corporation to
serve for a period of one full year and until such time as their
successors are elected and qualify:
Michael L. Zuliani
Martin G. Bothmann
Upon motion duly made, seconded and unanimously carried, it
was
RESOLVED, that the items above have been examined by all
shareholders, and are all approved and adopted, and that all acts
taken and decisions reached as set forth in such documents be, and
hereby are, ratified and approved by the shareholders of the
Corporation.
There being no further business to come before the meeting, upon
motion duly made, seconded and unanimously carried, it was
adjourned.
Secretary
Attest:
Michael L. Zuliani, Martin G. Bothmann,
Director Director
BYLAWS
OF
Certified Services, Inc.
ARTICLE I
OFFICES
The principal office of the Corporation in the State 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 may designate or as the business
of the Corporation may require from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the 1st day in the month of October
in each year, beginning with the year 2000, at the hour of 10
o'clock a.m., 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,
such meeting shall be held on the next 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
adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders as
soon thereafter as soon 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 fifty percent (50%) of all
the outstanding shares of the Corporation entitled to vote at the
meeting.
SECTION 3. Place of Meeting. The Board of Directors may
designate any place, either within or 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 or 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
the meeting will 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) days 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/her 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
ten (10) 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 fifty (50)
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 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 the shareholders entitled to vote at each
meeting of shareholders or at any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares
held by each. Such list 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 by his/her duly authorized attorney-in-fact. Such
proxy shall be filed with the secretary of the Corporation before
or at the time of the meeting.
SECTION 9. Voting of Shares. Each outstanding share entitled
to vote shall be entitled to one vote upon each matter submitted to
a vote at a meeting of shareholders.
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 the 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.
ARTCLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors shall be
responsible for the control and management of the affairs, property
and interests of the Corporation and may exercise all powers of the
Corporation, except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the
shareholders.
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
shareholders and until his/her 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 States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the notice be given 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 this Article 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. Telephonic Meeting. A meeting of the Board of
Directors may be had by means of a telephone conference or similar
communications equipment by which all persons participating in the
meeting can hear each other, and the participation in a meeting
under such circumstances shall constitute presence at the meeting.
SECTION 8. 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 9. 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 10. 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/her
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 11. Resignation. Any director may resign at any time
by giving written notice to the Board of Directors, the President
or the Secretary of the Corporation. Unless otherwise specified in
such written notice such resignation shall take effect upon receipt
thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it
effective.
SECTION 12. Removal. Any director may be removed with or
without cause at any time by the affirmative vote of shareholders
holding of record in the aggregate at least a majority of the
outstanding shares of stock of the Corporation at a special meeting
of the shareholders called for that purpose, and may be removed for
cause by action of the Board.
SECTION 13. Compensation. By resolution of the Board of
Directors, each director may be paid for his/her 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 14. Contracts. No contract or other transaction
between this Corporation and any other corporation shall be
impaired, affected or invalidated, nor shall any director be liable
in any way by reason of the fact that one or more of the directors
of this Corporation is or are interested in, or is a director or
officer, or are directors or officers of such other corporations,
provided that such facts are disclosed or made known to the Board
of Directors, prior to their authorizing such transaction. Any
director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and
no directors shall be liable in any way by reason of such interest,
provided that the fact of such interest be disclosed or made known
to the Board of Directors prior to their authorization of such
contract or transaction, and provided that the Board of Directors
shall authorize, approve or ratify such contract or transaction by
the vote (not counting the vote of any such Director) of a majority
of a quorum, notwithstanding the presence of any such director at
the meeting at which such action is taken. Such director or
directors may be counted in determining the presence of a quorum at
such meeting. This Section shall not be construed to impair,
invadidate or in any way affect any contract or other transaction
which would otherwise be valid under the law (common, statutory or
otherwise) applicable thereto.
SECTION 15. Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may from time
to time designate from among its members an executive committee and
such other committees, and alternate members thereof, as they may
deem desirable, with such powers and authority (to the extent
permitted by law) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board.
SECTION 16. 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/her dissent shall
be entered into the minutes of the meeting or unless he/she shall
file 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/her
successor shall have been duly elected and shall have qualified, or
until his/her death, or until he/she shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 3. Resignation. Any officer may resign at any time
by giving written notice of such resignation to the Board of
Directors, or to the President or the Secretary of the Corporation.
Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not
be necessary to make it effective.
SECTION 4. Removal. Any officer or agent may be removed by
the Board of Directors whenever, in its judgment, 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 5. 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 6. 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/she 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 will preside. 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, any deeds, mortgages, bonds, contracts,
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 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 7. Vice President. In the absence of the President
or in event of his/her 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 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 first rank.
SECTION 8. Secretary. The Secretary shall: (a) keep the
minutes of the proceedings of the shareholders and of the Board of
Directors in one or more minute book 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 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 shares 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 by the President
or by the Board of Directors.
SECTION 9. 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 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 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.
SECTION 10. 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/she is also a director of the corporation.
SECTION 11. Sureties and Bonds. In case the Board of
Directors shall so require any officer, employee or agent of the
Corporation shall execute to the Corporation a bond in such sum,
and with such surety or sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his/her duties
to the Corporation, including responsibility for negligence for the
accounting for all property, funds or securities of the Corporation
which may come into his/her hands.
SECTION 12. Shares of Stock of Other Corporations. Whenever
the Corporation is the holder of shares of stock of any other
corporation, any right of power of the Corporation as such
shareholder (including the attendance, acting and voting at
shareholders' meetings and execution of waivers, consents, proxies
or other instruments) may be exercised on behalf of the Corporation
by the President, any Vice President or such other person as the
Board of directors may authorize.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers and
employees as follows:
Every director, officer, or employee of the Corporation shall
be indemnified by the Corporation against all expenses and
liabilities, including counsel fees, reasonably incurred by or
imposed upon him/her in connection with any proceeding to which
he/she may be made a party, or in which he/she may become involved,
by reason of being or having been a director, officer, employee or
agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
Corporation, partnership, joint venture, trust or enterprise, or
any settlement thereof, whether or not he/she is a director,
officer, employee or agent at the time such expenses are incurred,
except in such cases wherein the director, officer, employee or
agent is adjudged guilty of willful misfeasance or malfeasance in
the performance of his/her duties; provided that in the event of a
settlement the indemnification herein shall apply only when the
Board of Directors approves such settlement and reimbursement as
being for the best interests of the Corporation.
The Corporation shall provide to any person who is or was a
director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, the indemnity against expenses of a
suit, litigation or other proceedings which is specifically
permissible under applicable law.
The Board of Directors may, in its discretion, direct the
purchase of liability insurance by way of implementing the
provisions of this Article.
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 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
SHARES OF STOCK
SECTION 1. Certificates for Shares. Certificates
representing shares of the Corporation shall be in such a 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 to
do so, 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 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 the 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/her legal
representative, who shall furnish proper evidence of authority to
transfer, or by his/her 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 shareholders 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 agreement is in force and effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first
day of January and end on the thirty first 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 conditions 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 provisions of these Bylaws or under the
provisions 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.
The above Bylaws are certified to have been adopted by the
Board of Directors of the Corporation on the 17th day of September,
1999.
Secretary
