RESTATED
BY-LAWS
of
ZURICKIRCH CORP.
ARTICLE I
Meetings of Shareholders
SECTION 1. Annual Meeting. The annual meeting of the shareholders of
this Corporation for the election of directors and for the transaction of any
proper business shall be held at the time and place designated by the Board of
Directors (the "Board") of the Corporation. The annual meeting shall be held
within 4 months after the close of the Corporation's fiscal year.
SECTION 2. Special Meetings. Special meetings of the shareholders shall
be held when called by the Chief Executive Officer or by a majority of the
Board of Directors. Special meetings may not be called by any other person.
Written notice of a special meeting pursuant to Section 4 herein shall be
given to all stock holders entitled to vote at such meeting not less than 10
nor more than 60 days before the date of the meeting. Each such special
meeting shall be held at such date and time as requested by the person or
persons calling the meeting within the limits fixed by law. Business
transacted at any special meeting of shareholders shall be limited to the
purposes stated in the notice.
SECTION 3. Place. Meetings of shareholders may be held in the State of
Nevada or outside the State of Nevada.
SECTION 4. Notice. Written notice stating the place, date and time of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than 10 nor more than
60 days before the meeting, either personally or by first class mail, by or at
the direction of the President, the Secretary, or the officer or persons
calling the meeting to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be effective when deposited in the
United States mail addressed to the shareholder at his address as it appears
on the Corporation's current record of shareholders.
SECTION 5. Notice of Adjourned Meetings. When a meeting is adjourned
to another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been
transacted on the original date of the meeting. If, however, the adjournment
is for more than 30 days, or if, after the adjournment, the Board of Directors
fixes a new record date for the adjourned meeting, a notice of the adjourned
meeting shall be given as provided in Section 4 herein to each shareholder of
record on the new record date entitled to vote at such meeting.
SECTION 6. Notice of Shareholder Business and Nominations. Except as
may otherwise be provided herein, or in the Certificate of Incorporation in
connection with rights to electing directors under specific circumstances
which may be granted to the holders of any series of Preferred Stock,
nominations for the election of directors and the proposal of business to be
considered by the shareholders may be made by the Board or any shareholder of
record entitled to vote at the meeting and who complies with the notice
procedures set forth in this by-law.
For nominations or other business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for shareholder action. Except as otherwise
provided by applicable law, to be timely, a shareholder's notice must be
delivered to the Secretary of the Corporation at the Corporation's principal
executive offices not later than the close of business on the 60th day, nor
earlier than the close of business on the 90th day, prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is more than 30 days before or
60 days after such anniversary date, notice by the shareholder must he so
delivered not earlier than the close of business on the later of the 60th day
prior to such meeting or the 10th day following the day on which public
announcement of the date of such meeting is made by the Corporation. In no
event shall public announcement of an adjournment of an annual meeting
commence a new time period for giving of a shareholder's notice as described
above.
Such shareholder's notice shall set forth (a) as to each person whom the
shareholder proposes to nominate for election to the Board of Directors, all
information relative to such person required to be disclosed in solicitation
of proxies for election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934 (including such person's written consent to
being named in the proxy statements as a nominee and to serving as a director
if elected); (b) as to any other business that the shareholder proposes to
bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the nomination or proposal is made;
and (c) as to the shareholder giving notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made (I) the name and
address of such shareholder, as they appear on the Corporation's books and
of such beneficial owned and (ii) the class and number of shares of the
Corporation which are owned beneficially and of record by such shareholder and
beneficial owner. Notice of nominations which are proposed by the Board
shall be given by the Chairman, the President or the Secretary of the
Corporation on behalf of the Board.
The chairperson of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he or she should so determine, he or she shall so
declare to the meeting and the defective nomination shall be disregarded.
SECTION 7. Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or entitled to receive payment of any
distribution, or in order to make a determination of shareholders for any
other purpose, the Board of Directors may fix in advance a date as the record
date for any determination of shareholders, such date in any case to be not
more than 60 days and, in case of a meeting of shareholders, not less than 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 or to vote at an
annual or special meeting of shareholders, or shareholders entitled to receive
payment of a distribution, the date on which notice of the meeting is mailed
or the date on which the resolution of the Board of Directors declaring such
distribution 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, unless the Board of Directors fixes a
new record date for the adjourned meeting. A new record date must be fixed if
the meeting is adjourned to a date more than 120 days after the date fixed for
the original meeting.
SECTION 8. Voting Record. The officers or agent having charge of the
stock transfer books for shares of the Corporation shall make, at least 10
days before each meeting of shareholders, a complete alphabetical list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
arranged by voting group with the address of and the number and class and
series, any, of shares held by each. The list, for a period of 10 days prior
to such meeting, shall be available for inspection at the principal office of
the Corporation, or at the office of the transfer agent or registrar of the
Corporation or at a place identified in the meeting notice in the city where
the meeting will be held. Upon written demand to the Corporation, any
shareholder or his agent or attorney shall be entitled to inspect the list at
any time during usual business hours. The list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder or his agent or attorney at any time during the
meeting.
If the requirements of this section have not been substantially complied
with, the meeting, on demand of any shareholder in person or by proxy, shall
be adjourned until the requirements are complied with. If no such demand is
made, failure to comply with the requirements of this section shall not affect
the validity of any action taken at such meeting.
SECTION 9. Shareholder Quorum and Voting. A majority of all then
outstanding shares of voting stock entitled to vote, represented in person or
by proxy, shall constitute a Quorum at a meeting of shareholders. When a
specified item of business is required to be voted on by a class or series of
stock, a majority of the shares of such class or series shall constitute- a
quorum for the transaction of such item of business by that class or series.
If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law or by
the Certificate of Incorporation.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or
any adjournment thereof.
SECTION 10. Voting of Shares. Each outstanding share of Common Stock
shall be entitled to one vote on each matter submitted to a vote at a meeting
of shareholders. Holders of Common Stock shall be entitled to vote for the
election of directors or on any matter presented to the shareholders.
Shares of stock of this Corporation owned directly or indirectly by
another corporation the majority of the voting stock of which is owned,
directly or indirectly, by this Corporation are not entitled to vote, and
shall not be counted in determining the total number of outstanding shares at
any given time.
A shareholder or the shareholder's attorney in fact may vote either in
person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact.
At each election for directors every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
votes represented by the shares owned by him for as many persons as there are
directors to be elected at that time and for whose election he has a right to
vote.
Shares standing in the name of another corporation, domestic or foreign,
may be voted by the officer, agent, or proxy designated by the by-laws of the
corporate shareholder; or, in the absence of any applicable by-law, by such
person as the board of directors of the corporate shareholder may designate.
Proof of such designation may be made by presentation of a certified copy of
the by-laws or other instrument of the corporate shareholder. In the absence
of any such designation, or in case of conflicting designation by the
corporate shareholder, the chairman of the board, president, any vice
president, secretary and treasurer of the corporate shareholder shall be
presumed to possess, in that order, authority to vote such shares.
Shares held by an administrator, executor, guardian, personal
representative, 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 or the name of his nominee.
Shares held by or under the control of a receiver, trustee in bankruptcy
proceedings or an assignee for the benefit of creditors, may be voted by such
receiver, trustee or assignee, without the transfer thereof into the name of
such receiver, trustee or assignee.
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 or his nominee shall be entitled to vote the shares
so transferred.
On and after the date on which written notice of redemption of redeemable
shares has been mailed to the holders thereof and a sum sufficient to redeem
such shares has been deposited with a bank, trust company or other financial
institution, with irrevocable instruction and authority to pay the redemption
price to the holders thereof upon surrender of certificates therefor, such
shares shall not be entitled to vote on any matter and shall not be deemed to
be outstanding shares.
SECTION 11. Written Consent of Shareholders. Any action required or
permitted to be taken by the shareholders of the Corporation must be effected
at a duly called annual or special meeting of the shareholders, unless such
action is approved by a majority of the Board of Directors. In the event of
such approval, such action may be taken without a meeting, without prior
notice and without a vote if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting of shareholders at which all shares entitled to vote
thereon were present and voted, provided that all requirements of law and the
Certificate of Incorporation have been satisfied. To be effective, the
executed written consent of the shareholders must be delivered to the
Corporation within 60 days of the date the earliest written consent is
received by the Corporation. If any class of shares is entitled to vote
thereon as a class, such written consent shall be required of the holders of a
majority of the shares of each class of shares entitled to vote thereon.
After obtaining such authorization by written consent, notice shall
promptly be given to those shareholders who have not consented in writing or
who are not entitled to vote on the action. The notice shall fairly summarize
the material features of the authorized action and, if the action be a merger,
consolidation or sale or exchange of assets for which dissenters rights are
provided by law, the notice shall contain a clear statement of the right of
shareholders dissension there from to be paid the fair value of their shares
upon compliance with further provisions of the law regarding the rights of
dissenting shareholders.
SECTION 12. Waiver of Notice of meetings of Shareholders. Notice
of a meeting of the shareholders need not be given to any shareholder who
signs a Waiver of Notice either before or after the meeting. Attendance of a
shareholder at a meeting shall constitute a waiver of notice of such meeting
and waiver of any and all objections to the place of the meeting, the time of
the meeting, the manner in which it has been called or convened, or the
matters considered at a meeting, except when a shareholder states, at the
beginning of the meeting, any objection to the transaction of business because
the meeting is not lawfully called or convened, or except when a shareholder
objects to considering a particular matter that is not within the purposes
described in the meeting notice.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the shareholders need be specified in any
written Waiver of Notice of such meeting.
ARTICLE II
Directors
SECTION 1. Function. All corporate powers shall he exercised by or
under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of the Board of Directors.
SECTION 2. Qualification. Directors must be natural persons who are 18
years of age or older, but need not be residents of this state or shareholders
of this Corporation.
SECTION 3. Compensation. The Board of Directors shall have authority
to fix the compensation of directors.
SECTION 4. Duties of Directors. A director shall perform his duties as
a director, including his duties as a member of any committee of the board
upon which he may serve, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation, and with such care as an
ordinarily prudent person in a like position would use under similar
circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by:
(a) one or more officers or employees of the Corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;
(b) counsel, public accountants or other persons as to matters which
the director reasonably believes to be within such person's professional or
expert competence; or
(c) a committee of the Board upon which he does not serve, duly
designated in accordance with a provision of the Certificate of Incorporation
or the By-laws, as to matters within its designated authority, which committee
the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
In discharging his duties, a director may consider such factors as the
director deems relevant, including the long term prospects and interests of
the Corporation and its shareholders, and the social, economic, legal, or
other effects of any action on the employees, suppliers, customers of the
Corporation or its subsidiaries, the communities and society inn which the
Corporation or its subsidiaries operate, and the economy of the state and the
nation.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
Corporation.
SECTION 5. Presumption of Assent. A director of the Corporation who is
present at a meeting of its Board of Directors or a committee 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 (a) he objects at the beginning of
the meeting (or promptly upon his arrival) to holding it or transacting
specified business at the Meeting; or (b) he votes against such action or
abstains from voting in respect thereto.
SECTION 6. Number. Except as may otherwise be provided pursuant to the
Certificate of Incorporation in connection with rights to elect directors
which may be granted to the holders of any series of Preferred Stock, the
number of directors which shall constitute the whole Board shall be fixed from
time to time exclusively pursuant to a resolution adopted by a majority of the
Board of Directors. At each annual meeting of shareholders, commencing with
the 1997 annual meeting, (I) directors elected to succeed those directors
whose terms shall expire shall be elected for a term of office to expire at
the succeeding annual meeting of shareholders after their election, each
director to hold office until his or her successor shall have been duly
elected and qualified, and (ii) if authorized by a resolution of the Board of
Directors, directors may be elected to fill any vacancy on the Board of
Directors, regardless of how such vacancy shall have been created.
SECTION 7. Election of Directors. Except as may otherwise be provided
pursuant to the Certificate of Incorporation in connection with the rights to
elect directors under specified circumstances which may be granted to the
holders of any series of Preferred Stock, and except as otherwise provided
pursuant to Section 8 of this Article II, directors shall be elected by
shareholders of the Corporation. Except as otherwise provided by applicable
law, at each election the persons receiving the greatest number of votes, up
to the number of directors then to be elected, shall be the persons then
elected. Each director shall serve until his or her successor is elected and
qualified or until his or her death, resignation or removal. The election of
directors is subject to any provisions relating thereto contained in the
Certificate of Incorporation.
SECTION 8. Vacancies. Except as may otherwise be provided pursuant to
the Certificate of Incorporation in connection with rights to elect additional
directors under specified circumstances which may be granted to the holders of
any series of Preferred Stock, newly created directorships resulting from any
increase in the number of directors, or any vacancies on the Board of
Directors resulting from death, resignation, removal or other causes, shall be
filled solely by the affirmative vote of a majority of the remaining directors
then in office, even though less than a quorum of the Board of Directors. Any
director elected in accordance with the preceding sentence shall hold office
until such director's successor shall have been elected and qualified or until
such director's death, resignation or removal, whichever first occurs. No
decrease in the number of directors constituting the Board shall shorten the
term of any incumbent director.
SECTION 9. Resignation of Directors. Any director of the Corporation
may resign at any time by giving written notice to the Chairman of the Board
or to the Secretary of the Corporation. The resignation of any director shall
take effect at the time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 10. Removal of Directors. Subject to the right to elect
directors under specified circumstances which may be granted pursuant to the
Certificate of Incorporation to the holders of any series of Preferred Stock
and unless otherwise provided by law, any director may be removed from office
without cause only by the affirmative vote of the holders of at least 66 2/3%
of the voting power of the then outstanding shares of voting stock, voting
together as a single class.
SECTION 11. Quorum and Voting. A majority of the number of directors
fixed by these By-laws or by resolution of the Board of Directors shall
constitute a quorum for the transaction of business. 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 12. Director Conflicts of Interest. No contract or other
transaction between this Corporation and one or more of its directors or any
other corporation, firm, association or entity in which one or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because
such director or directors are present at the meeting of the Board of
Directors or a committee thereof which authorizes, approves or ratifies such
contract or transaction or because his or her votes are counted for such
purpose, if:
(a) the fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors; or
(b) the fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
(c) the contract or transaction is fair and reasonable as to the
Corporation at the time it is authorized by the Board, a committee or the
shareholders.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors of a committee thereof
which authorizes, approves or ratifies such contract or transaction.
SECTION 13. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution, shall have and may
exercise all the authority of the Board of Directors, except that no committee
shall have the authority to:
(a) approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders;
(b) designate candidates for the office of director, for purposes of
proxy solicitation or otherwise;
(c) fill vacancies on the Board of Directors or any committee thereof;
(d) adopt, amend or repeal these By-laws or the Certificate of
Incorporation;
(e) authorize or approve the reacquisition of shares unless pursuant to
a general formula or method specified by the Board of Directors;
(f) adopt an agreement of merger or consolidation; or
(g) authorize or approve the issuance or sale of, or any contract to
issue or sell, shares or designate the terms of a series of a class of shares,
except that the Board of Directors, having acted regarding general
authorization for the issuance or sale of shares, or any contract therefor,
and, in the case of a series, the designation thereof, may, pursuant to a
general formula or method specified by the Board of Directors, by resolution
or by adoption of a stock option or other plan, authorize a committee to fix
the terms of any contract for the sale of the shares and to fix the terms upon
which such shares may be issued or sold, including the price, the rate or
manner of payment of dividends, provisions for redemption, sinking fund,
conversion, voting or preferential rights, and provisions for other features
of a class of shares, or a series of a class of shares, with full power in
such committee to adopt any final resolution setting forth all the terms
thereof and to authorize the statement of the terms of a series for filing
with the office of the Secretary of State.
The Board of Directors, by resolution adopted in accordance with this
section, may designate one or more directors as alternate members of any such
committee, who may act in the place and stead of any absent member or members
at any meeting of such committee.
SECTION 14. Changes in Committees; Resignations, Removals and
Vacancies. The Board of Directors shall have power at any time to change or
remove the members of, to fill vacancies in, and to discharge any committee
created pursuant to these By-laws, either with or without cause. Any member
of any such committee may resign at any time by giving written notice to the
Board or the Chairman of the Board or the Secretary. Such resignation shall
take effect upon receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective. Any vacancy in any
committee, whether arising from death, resignation, an increase in the number
of committee members or any other cause, shall be filled by the Board of
Directors in the manner prescribed in these By-laws for the original
appointment of the members of such committee.
SECTION 15. Place of Meetings. Regular and special meetings by the
Board of Directors may be held within or without the State of Nevada.
SECTION 16. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held at times and places specified by the Board of
Directors without notice of the date, time, place or purpose of the meeting.
Written notice of the date, time and place of special meetings of the Board of
Directors shall be given to each director at least 2 days before the meeting.
The notice need not describe the purpose of the special meeting. In addition
to any other regular meetings, a regular meeting of the Board of Directors
shall be held, without other notice than this by-law, immediately after and at
the same place as the annual meeting of shareholders.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or
convened, except when a director states, at the beginning of the meeting, any
objection to the transaction of business because the meeting is not lawfully
called or convened.
Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board of Directors need be specified in the notice
or waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting is announced at the time of the adjournment, to the
other directors.
Meetings of the Board of Directors may be called by the Chairman of the
Board, by the President of the Corporation, or by any two directors.
Members of the Board of Directors may participate in meeting of such
board by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time. Participation by such means shall constitute presence in
person at a meeting.
SECTION 17. Action Without a Meeting. Any action required to be taken
at a meeting of the directors of the Corporation, or any action which may be
taken at a meeting of the directors or a committee thereof, may be taken
without a meeting if a consent in writing, setting forth the action to be
taken, signed by all of the directors, or all the members of the committee, as
the case may be, is filed in the minutes of the proceedings of the Board or
of the committee. Such consent shall have the same effect as a unanimous vote
and may be described as such in any document.
SECTION 18. Advisory Directors. The Board of Directors shall have the
authority to elect a board of outside directors consisting of multiple
members, which number can be increased or decreased by a vote of the
shareholders. The outside directors shall not be shareholders or officers of
the Corporation, and shall not have voting powers, but rather are to act in
the capacity of consulting and advising the Board of Directors at their
invitation.
ARTICLE III
Officers
SECTION 1. Officers. The officers of this Corporation shall consist of
a President, Chairman of the Board, a Secretary and a Treasurer, each of whom
shall be elected by the Board of Directors, and shall serve until their
successors are chosen and qualify. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed by the Board
of Directors from time to time.
Any two or more offices may be held by the same person. The failure to
elect a President, Chairman of the Board, Secretary or Treasurer shall not
affect the existence of this Corporation.
SECTION 2. Duties. The officers of this Corporation shall have the
following duties:
The Chairman shall be the chief executive of the Corporation overseeing
all management and directors and shall preside at all meetings of the
shareholders, unless a Chairman of the Board of Directors has been elected
and is present, and shall preside at all meetings of the Board of Directors.
The President shall be the chief operating officer of the Corporation, and
shall have general and active management of the business and affairs of the
Corporation subject to the directions of the Board of Directors.
The Chairman of the Board of Directors shall preside at all meetings of
the Board of Directors.
The Secretary shall have custody of, and maintain, all the corporate
records except the financial records. He or she shall have the authority to
execute any and all documents in connection with intellectual property
matters, including, but not limited to, Powers of Attorney, Appointment of
Resident Agent forms and any other documents which are required in connection
with the intellectual property matters of the Corporation, and shall prepare
the minutes of all meetings of the shareholders and Board of Directors, shall
authenticate records of the Corporation; shall send all notices of meetings
out, and shall perform such other duties as may be prescribed by the Board of
Directors or the President.
The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements
and render accounts thereof at the annual meetings of shareholders and
whenever else required by the Board of Directors or the President, and shall
perform such other duties as may be prescribed by the Board of Directors or
the President.
SECTION 3. Removal of officers. Any Officer or agent elected or
appointed by the Board of Directors may be removed by the Board at any time
with or without cause.
Removal of any officer shall be without prejudice to the contract rights,
if any, of the person so removed; however, election or appointment of an
officer or agent shall not of itself create contract rights.
SECTION 4. Resignation of Officers. An officer may resign at any time
by delivering notice to the Corporation. A resignation is effective when the
notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date and the Corporation accepts the
future effective date, the Board of Directors may fill the pending vacancy
before the effective date if the Board of Directors provides that the
successor does not take office until the effective date.
ARTICLE IV
Stock Certificates
SECTION 1. Issuance. Every holder of shares in this Corporation shall
be entitled to have a certificate, representing all shares to which he is
entitled. The Board of Directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property or benefit to
the Corporation, including cash, promissory notes, services performed,
promises to perform services evidenced by a written contract, or other
securities of the Corporation.
Before the Corporation issues shares, the Board of Directors must
determine that the consideration received for shares to be issued is adequate.
The determination by the Board of Directors is conclusive insofar as the
adequacy of consideration for the issuance of shares relates to whether the
shares are validly issued, fully paid and nonassessable. When it cannot be
determined that outstanding shares are fully paid and nonassessable, there
shall be a conclusive presumption that such shares are fully paid and
nonassessable if the Board of Directors makes a good faith determination that
there is no substantial evidence that the full consideration for such shares
has not been paid.
When the Corporation receives the consideration for which the Board of
Directors authorized the issuance of shares, the shares issued therefor are
fully paid and nonassessable. Consideration in the form of a promise to pay
money or a promise to perform services is received by the Corporation at the
time of the making of the promise unless the agreement specifically provides
otherwise.
SECTION 2. Form. Certificates representing shares in this Corporation
shall be signed by the President or any vice president and the Secretary or
any assistant secretary and may be sealed with the seal of this Corporation or
a facsimile thereof . The signatures of the President or any vice president
and the Secretary or any assistant secretary may be facsimiles if the
certificate is manually signed on behalf of a transfer agent or registrar,
other than the Corporation itself or an employee of the Corporation. In case
any officer who signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he
were such officer at the date of its issuance.
If this Corporation is authorized to issue shares of more than one class
or more than one series of any class, every certificate representing shares
issued by this Corporation shall set forth or fairly summarize upon the face
or back of the certificate, or shall state that the Corporation will furnish
any shareholder upon request and without charge a full statement of, the
designations, preferences, limitations and relative rights of the shares of
each class or series authorized to be issued, and the variations in the
relative rights and preferences between the shares of each series so far as
the same have been fixed and determined, and the authority of the Board of
Directors to fix and determine relative rights and preferences of subsequent
series.
Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such
shares are restricted as to transfer and shall set forth or fairly summarize
upon the certificate, shall state that the Corporation will furnish to any
shareholder upon request and without charge a full statement of, such
restrictions.
Each certificate representing shares shall state upon the face thereof:
the name of the Corporation; that the Corporation is organized under the laws
of the State of Nevada, the name of the person or persons to whom issued; the
number and class of shares; and the designation of the series, if any, which
such certificate represents.
SECTION 3. Transfer of Stock. 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 of 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 4. Lost, Stolen, or Destroyed Certificates. The Corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issue of a new certificate before the Corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and
without notice of any adverse claim; (c) gives bond in such form as the
Corporation may direct to indemnify the Corporation, the transfer agent and
registrar against any claim that may be made on account of the alleged loss,
destruction or theft of a certificate; and (d) satisfies any other reasonable
requirements imposed by the Corporation.
ARTICLE V
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 VI
Books and Records
SECTION 1. Books and Records. The Corporation shall keep as permanent
records, in accordance with applicable law, minutes of all meetings of its
shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, a record of all actions
taken by a committee of the Board of Directors in place of the Board of
Directors on behalf of the Corporation, and such books or records and accounts
as may be necessary for the proper conduct of the business of the Corporation.
SECTION 2. Inspection of Books and Records. The Board of Directors
and, unless otherwise specified by the Board, the Chairman of the Board and
the President shall, subject to applicable law, have the sole power to
determine from time to time whether and to what extent and at what times and
places and under what conditions and regulations the accounts, books and
records of the Corporation, or any of them, shall be open to the inspection of
the shareholders; and, except as specifically conferred by law, no shareholder
shall have, any right to inspect any account, book, record or document of the
Corporation, unless and until authorized to do so by the Board or, unless
otherwise specified by the Board, by order of the Chairman of the Board or by
the President.
ARTICLE VII
Distributions, Share Dividends and Share Options
SECTION 1. Distributions. The Board of Directors of this Corporation
may, from time to time, authorize and the Corporation may pay distributions to
the shareholders. A distribution is a direct or indirect transfer of money or
other property (except the Corporation's own shares) or incurrence of
indebtedness by the Corporation to or for the benefit of the shareholders in
respect of any of its shares. A distribution may be in the form of a
declaration or payment of a dividend; a purchase, redemption, or other
acquisition of shares; a distribution of indebtedness; or otherwise.
No distribution may be made if, after giving it effect:
(a) the Corporation would not be able to pay its debts as they become due
in the usual course of business; or
(b) the Corporation's total assets would be less than the sum of its
total liabilities plus the amount that would be needed, if the Corporation
were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution of shareholders whose preferential
rights are superior to those receiving the distribution. If the Board of
Directors does not fix the record date for determining shareholders entitled
to a distribution (other than one involving a purchase, redemption, or other
acquisition of the Corporation's shares), it is the date the Board of
Directors authorizes the distribution.
The Board of Directors may base a determination that a distribution is
not prohibited either on financial statements prepared on the basis of
accounting practices and principles that are reasonable in the circumstances
or on a fair valuation or other method that is reasonable in the
circumstances. In the case of any distribution based upon such a valuation,
each such distribution shall be identified as a distribution based upon
current valuation of assets, and the amount per share paid on the basis of
such valuation shall be disclosed to the shareholders concurrent with their
receipt of the distribution.
SECTION 2. Share Dividends. Unless the Certificate of Incorporation
provides otherwise, shares may be issued pro rata and without consideration to
the Corporation's shareholders or to the shareholders of one or more classes
or series. An issuance of shares under this section is a share dividend.
Shares of one class or series may not be issued as a share dividend in
respect of shares of another class or series unless:
(a) the Certificate of Incorporation so authorizes;
(b) a majority of the votes entitled to be cast the class or series to be
issued approves the issue; or
(c) there are no outstanding shares of the class or series to be issued.
If the Board of Directors does not fix the record date for
determining shareholders entitled to a share dividend, it is the date the
Board of Directors authorizes the share dividend.
SECTION 3. Share Options. Unless the Certificate of Incorporation
provides otherwise, the Corporation may issue rights, options or warrants for
the purchase of its shares. The Board of Directors shall determine the terms
upon which the rights, options or warrants are issued, their form and content,
and the consideration for which the shares are to be issued.
The terms and conditions of stock rights and options which are created
and issued by the Corporation, or its successor, and which entitle the holders
thereof to purchase from the Corporation shares of any class or classes,
whether authorized but unissued shares, treasury shares or shares to be
purchased or acquired by the Corporation, may include restrictions or
conditions that preclude or limit the exercise, transfer, receipt or holding
of such rights or options by any person or persons, including any person or
persons owning or offering to acquire a specified number or percentage of the
outstanding common shares or other securities of the Corporation, or any
transferee or transferees of any such person or persons, or that invalidate or
void such rights or options held by any such person or persons or any such
transferee or transferees.
ARTICLE VIII
Corporate Seal
The Board of Directors shall provide a corporate seal which shall have
inscribed thereon the name of the Corporation and such other words and figures
and in such design as may be prescribed by the Board of Directors, and may be
facsimile, engraved, printed or an impression, or other type seal.
ARTICLE IX
Fiscal Year
The fiscal year of the Corporation shall end on the 31st day of December,
or by resolution, determined by the Board of Directors.
ARTICLE X
Indemnification of Directors,
Officers, Employees and Agents
SECTION 1. Action Against Party Because of Corporate Position. The
Corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason of the fact
that he 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, partner,
officer, employee or agent of another Corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees
inclusive of any appeal), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such claim, action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct unlawful. The termination of any claim, action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.
SECTION 2. Action by or in the Right of Corporation. The Corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed claim, action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of
the fact that he 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, partner, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees inclusive of any appeal) actually and reasonably
incurred by him in connection with the defense or settlement of such claim,
action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation
unless and only to the extent that a court of competent jurisdiction (the
"Court") in which such claim, action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court shall deem proper.
SECTION 3. Reimbursement if Successful. To the extent that a director,
officer, employee or agent of the Corporation has been successful on the
merits or otherwise in defense of any claim, action, suit or proceeding
referred to in Sections 1 or 2 of this Article X, or in defense of any claims,
issue or matter therein, he shall be indemnified against expenses (including
attorneys fees inclusive of any appeal) actually and reasonably incurred by
him in connection therewith, notwithstanding that he has not been successful
(on the merits or otherwise ) on any other claim, issue or matter in any such
claim, action, suit or proceeding.
SECTION 4. Authorization. Any indemnification under Sections 1 and 2
of this Article X (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Sections 1 and 2. Such determination shall be made (a) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
shareholders.
SECTION 5. Advanced Reimbursement. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation as authorized in this Article.
SECTION 6. Indemnification Not Exclusive. The indemnification
provided by this Article shall be deemed exclusive of any other rights to
which those indemnified may be entitled under any statute, rule of law,
provision of the Certificate of Incorporation, by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his 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, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person. Where such other provision
provides broader rights of indemnification than these by-laws, said other
provision shall control.
SECTION 7. Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of 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, partner, officer, 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 such liability under the provisions of this
Article.
ARTICLE XI
Amendment
Except as otherwise provided herein, these By-laws may be altered,
amended or repealed or new by-laws may be adopted by the shareholders or by
the Board of Directors at any regular meeting of the shareholders or of the
Board of Directors or at any special meeting of the shareholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new By-laws be contained in the notice of such special meeting; provided,
however, that in the case of amendments by shareholders, notwithstanding any
other provisions of those By-laws or any other provision of law which might
otherwise permit a lesser vote or no vote, but in addition to any affirmative
vote of the holders of any particular class or series of the capital stock
required by law, the Certificate of Incorporation or these By-laws, the
affirmative vote of the holders of at least 66 2/3% of all then outstanding
shares of voting stock of the Corporation, voting together as a single class,
shall be required to alter, amend or repeal any provision of these By-laws.
ARTICLE XII
Emergency By-laws
SECTION 1. Emergency By-laws. The Board of Directors may adopt by-laws
to be effective only in an emergency. An emergency for the purposes of this
section if a quorum of the Corporation's directors cannot readily be assembled
because of some catastrophic event. The emergency by-laws, which are subject
to amendment or repeal by the shareholders may make all provisions necessary
for managing the Corporation during an emergency, including:
(a) procedures for calling a meeting of the Board of Directors;
(b) quorum requirements for the meeting; and
(c) designation of additional or substitute directors.
SECTION 2. Line of Succession. The Board of Directors, either before, or
during such emergency, may provide, and from time to time modify, lines of
succession in the event that during such emergency any or all officers or
agents of the Corporation are for any reason rendered incapable of discharging
their duties.
SECTION 3. Governing By-laws. All provisions of these By-laws
consistent with the emergency by-laws remain effective during the emergency.
The emergency by-laws are not effective after the emergency ends.
SECTION 4. Effect of Corporation Action. Corporate action taken in good
faith in accordance with the emergency are subject to amendment or repeal by
the shareholders, may make all provisions necessary for managing the
Corporation during an emergency, including:
(a) procedures for calling a meeting of the Board of Directors;
(b) quorum requirements for the meeting; and
(c) designation of additional or substitute directors.
SECTION 2. Line of Succession. The Board of Directors, either before or
during such emergency, may provide, and from time to time modify, lines of
succession in the event that during such emergency any or all officers or
agents of the Corporation are for any reason rendered incapable of discharging
their duties.
SECTION 3. Governing By-laws. All provisions of these By-laws
consistent with the emergency by-laws remain effective during the emergency.
The emergency by-laws are not effective after the emergency ends.
SECTION 4. Effect of Corporate Action. Corporate action taken in good
faith in accordance with the emergency by-laws;
(a) binds the Corporation; and
(b) may not be used to impose liability on a corporate director, officer,
employee or agent.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary/Treasurer of ZURICKIRCH
CORP. a Nevada Corporation: and
2. That the foregoing By-laws, comprising sixteen (16) pages, constitute
the By-laws of said Corporation as duly adopted at a meeting of the Board
of Directors thereof duly held on the 1stth day of March, 2000.
/s/ Jay W Kirch
________________________________
Jay W. Kirch, Secretary/Treasurer
THIS COMPLETES THE BY-LAWS OF THE CORPORATION.
