CACTUS SPINA, INC.
BYLAWS
ARTICLE I
Offices
1.1 Principal Office: The principal offices of the Corporation shall
initially be at 3930 Howard Hughes Parkway, Suite 100, Las Vegas, NV 89109, but
the Board of Directors, in its discretion, may keep and maintain offices
wherever the business of the Corporation may require.
1.2 Registered Office and Agent: The Corporation shall have and
continuously maintain in the State of Nevada a registered office, which may be
the same as its principal office, and a registered agent whose business office
is identical with such registered office. The initial registered office and the
initial registered agent are specified in the Articles of Incorporation. The
Corporation may change its registered office or change its registered agent, or
both, upon filing a statement as specified by law in the office of the Secretary
of State of Nevada.
Article II
Shareholders
2.1 Time and Place: Any meeting of the shareholders may be held at such
time and place, within or outside of the State of Nevada, as may be fixed by the
Board of Directors or as shall be specified in the notice of the meeting or
waiver of notice of the meeting.
2.2 Annual Meeting: The annual meeting of the shareholders shall be held at
the principal offices of the Corporation on the first (1st) day of July each
year or at such other place or on such other date as the Board of Directors may
determine.
2.3 Special Meetings: Special meetings of the shareholders, for any purpose
or purposes, may be called by the President, the Board of Directors, or the
holders of not less than 30% of the shareholders entitled to vote at the
meeting.
2.4 Closing of Transfer Books or Fixing of 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 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 may provide that the stock
transfer books shall be closed for any stated period not exceeding sixty (60)
days. In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any meeting of shareholders, such
date in any case to be not more than sixty (60) days and not less than ten (10)
days prior to the date on which the particular action, requiring such
determination of shareholders is to be taken. 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 except where the determination has been made through the closing of the
stock transfer books and the stated period of the closing has expired.
2.5 Voting List: At least ten (10) days before each meeting of
shareholders, the Secretary of the Corporation shall make a complete list of the
shareholders entitled to vote at such meeting, or any adjournment of such
meeting, which list shall be arranged in alphabetical order and shall contain
the address of and number of shares held by each shareholder. This list shall be
kept on file at the principal office of the Corporation for period of ten (10)
days prior to such meeting, shall be produced and kept open at the meeting, and
shall be subject to inspection by any shareholder for any purpose germane to the
meeting during usual business hours of the Corporation and during the whole time
of the meeting.
2.6 Notices: 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 be delivered not less than ten (10) days nor more than sixty
(60) days before the date of the meeting. Notice shall be given either
personally or by mail, by or at the direction of the President, the Secretary,
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or the officer or person calling 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, postage prepaid, addressed
to the shareholder at his or her address as it appears on the stock transfer
books of the Corporation.
2.6.1 If requested by the person or persons lawfully calling such
meeting, the Secretary shall give notice thereof at corporate expense. No
notice need be sent to any shareholder of record if three successive
letters mailed to the last known address for such shareholder is provided
to the Corporation by such shareholder. In order to be entitled to receive
notice of any meeting, a shareholder shall advise the Corporation in
writing of any change in such shareholder's mailing address as shown on the
Corporation's books and records.
2.6.2 When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place of such
meeting are announced at the meeting at which the adjournment is taken. At
the adjourned meeting the Corporation may transact any business which might
have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting.
2.6.3 By attending a meeting, either in person or by proxy, a
shareholder waives objection to lack of notice or defective notice of the
meeting unless the shareholder, at the beginning of the meeting, objects to
the holding of the meeting or the transacting of business of the meeting.
By attending the meeting, the shareholder also waives any objection to
consideration at the meeting of a matter not within the purpose of purposes
described in the meeting notice unless the shareholder objects to
considering the matter when it is presented.
2.7 Certification Procedure for Beneficial Owners: The Board of Directors
may adopt by resolution a procedure whereby a shareholder of the Corporation may
certify in writing to the Corporation that all or a portion of the shares
registered in the name of such shareholder are held for the account of a
specified person or persons. The resolution shall set forth: (i) the
classification of shareholder who may certify; (ii) the purpose or purposes for
which the certification may be made; (iii) the form of certification and the
information to be contained therein; (iv) if the certification is with respect
to a record date or closing of the stock transfer books, the time within which
the certification must be received by the Corporation; and (v) such other
provisions with respect to the procedure that the Board deems necessary or
desirable. Upon receipt by the Corporation of a certificate complying with this
procedure, the persons specified in the certification shall be deemed, for the
purpose or purposes set forth in the certification, to be the holders of record
of the number of shares specified in place of the shareholder making the
certification.
2.8 Quorum: Except as otherwise provided by law, a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at any meeting of the shareholders. If a quorum shall not be present or
represented, the shareholders present in person or by proxy may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, for a period not to exceed sixty (60) days at any one adjournment,
until the number of shares required for a quorum shall be present. At any such
adjourned meeting at which a quorum is represented, any business may be
transacted which might have been transacted at the meeting originally called.
The shareholders present or represented at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
2.9 Voting and Proxies: Except as otherwise provided by law, all matters
shall be decided by vote of the majority of the shares represented at the
meeting and entitled to vote on the subject shareholders. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary
of the Corporation before or at the time of the meeting. No proxy shall be valid
after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy. Voting shall be oral, except as otherwise provided by
law, but shall be by written ballot if such written vote is demanded by any
shareholder present in person or by proxy and entitled to vote.
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2.10 Voting of Shares By Certain Holders: Neither treasury shares, nor
shares of its own stock held by the Corporation in a fiduciary capacity, nor
shares held by another corporation if a majority of the shares entitled to vote
for the election of directors of such corporation is held by this Corporation
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time.
Redeemable shares which have been called for redemption shall not be
entitled to vote on and after the date on which written notice of redemption has
been mailed to shareholders and a sum sufficient to redeem such shares has been
deposited with a bank or trust company with irrevocable instruction and
authority to pay the redemption price to the holders of the shares upon
surrender of certificates therefor.
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 entitled to vote and held by a personal representative, custodian,
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 receiver may be voted by such receiver, and shares held by or under the
control of a receiver may be voted by such receiver without the transfer thereof
into his name if he is authorized to vote the shares in an appropriate order of
the court by which the receiver was appointed. Unless the Secretary of the
Corporation is given written note of alternate voting provisions and is
furnished with a copy of the instrument or order wherein the alternate voting
provisions are stated, if shares or other securities having voting power are
held or record in the name of two or more persons, whether fiduciaries, members
of a partnership, joint tenants, tenants in common, tenants by the entirety, or
otherwise, of if two or more persons have the same fiduciary relationship
respecting the same shares, voting with respect to the shares shall have the
following effect: (1) if only one person votes, his vote binds all: (2) if two
or more persons vote, the act of the majority in interest so voting binds all;
or (3) if two or more persons vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionately, or any person voting the shares of a beneficiary, if any, may
apply to any court of competent jurisdiction in the State of Nevada to appoint
an additional person to act with the persons so voting the shares. The shares
shall then be voted as determined by a majority of such persons and the person
appointed by the court. If a tenancy is held in unequal interests, a majority
even split for the purpose of this item (3) of this subparagraph shall be a
majority or even split in interest. All other shares may be voted only by the
record holder thereof, except as may be otherwise required by the laws of
Nevada.
2.11 Waiver: Whenever law or these bylaws require a notice of a meeting to
be given, a written waiver of notice signed by a shareholder entitled to notice,
whether before, at, or after the time stated in the notice, shall be equivalent
to the giving of notice. Attendance of a shareholder in person or by proxy at a
meeting constitutes a waiver of notice of a meeting, except where a shareholder
attends a meeting for the express purpose of objection to the transaction of any
business because the meeting is not lawfully called or convened.
2.12 Action By Shareholders Without a Meeting: Any action required to or
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 such action.
Such consent may be executed in counterparts and shall be effective as of the
date specified in the consent.
ARTICLE III
Directors
3.1 Authority of Board of Directors: The business and affairs of the
Corporation shall be managed by a Board of Directors which shall exercise all
the powers of the Corporation, except as otherwise provided by Nevada law or the
Articles of Incorporation of the Corporation.
3.2 Number: The number of directors of this Corporation shall, in no case,
be less than one (1), nor more than five (5). Subject to such limitations, the
number of directors shall be fixed by resolution of the Board of Directors, and
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may be increased or decreased by resolution of the Board of Directors, but no
decrease shall have the effect of shortening the term of any incumbent director.
3.3 Qualification: Directors shall be natural persons at the age of
eighteen years or older, but need not be residents of the State of Nevada or
shareholders of the Corporation. Directors shall be removed in the manner
provided by the Nevada Corporate Code.
3.4 Election: The Board of Directors shall be elected at the annual meeting
of shareholders or at a special meeting called for that purpose.
3.5 Term: Each director shall be elected to hold office until the next
annual meeting of shareholders and until his or her successor shall have been
elected and qualified.
3.6 Removal and Resignation: Any director may be removed at a shareholders
meeting expressly called for that purpose, with or without cause, by a vote of
the holders of the majority of shares entitled to vote at an election of
directors. Any director may resign at any time by giving written notice to the
President or to the Secretary, and acceptance of such resignation shall not be
necessary to make it effective unless the notice so provides.
3.7 Vacancies: Any vacancy occurring on the Board of Directors and any
directorship to be filed by reason of an increase in the size of the Board of
Directors shall be filed by the affirmative vote of the remaining majority of
directors. A director elected to fill a vacancy shall hold office during the
unexpired term of his or her predecessor in office. A director elected to fill a
position resulting from an increase in the Board of Directors shall hold office
until the next annual meeting of shareholders and until his or her successor
shall have been elected and qualified.
3.8 Meetings: A regular meeting of the Board of Directors shall be held
immediately after, and at the same place as the annual meeting of shareholders.
No notice of this meeting of the Board of Directors need be given. The Board of
Directors, or any committee designated by the Board of Directors, may, by
resolution, establish a time and place for additional regular meetings which may
thereafter be held without further notice.
3.9 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
any place, either within or outside Nevada, as the place for holding any special
meeting of the Board of Directors called by them.
3.10 Notices: Notice of a special meeting stating the date, hour and place
of such meeting shall be given to each member of the Board of Directors, or
committee of the Board of Directors, by the Secretary, the President or the
members of the Board or such committee calling the meeting. The notice may be
deposited in the United States mail at least five (5) days before the meeting
addressed to the Director at the last address he or she has furnished to the
Corporation for this purpose, and any notice so mailed shall be deemed to have
been given at the time it is mailed. Notice may also be given at least three (3)
days before the meeting in person, or by telephone, prepaid telegram, telex,
facsimile, cablegram or radiogram, and such notice shall be deemed to have been
given at the time when the radiogram is either personally delivered to the
Director or delivered to the last address of the director furnished to the
Corporation by him or her for this purpose.
3.11 Quorum: Except as provided in Section 3.7 of these bylaws, a majority
of the number of directors fixed in accordance with these bylaws shall
constitute a quorum for the transaction of business at all meetings of the Board
of Directors. The act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors except as
otherwise specifically required by law.
3.12 Waiver: A written waiver of notice signed by a director entitled to
notice, whether before, at, or after the time stated therein, shall be
equivalent to the giving of notice. Attendance of a director at a meeting
constitutes 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.
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3.13 Attendance by Telephone: Members of the Board of directors or any
committee designated by the Board of Directors may participate in a meeting of
the board or committee by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other at the same time. Such participation shall constitute presence
in person at the meeting.
3.14 Action by Directors Without a Meeting: Any action required to or which
may be taken at a meeting of the Board of Directors, executive committee, or
other committee of the directors may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
directors, executive or other committee members entitled to vote with respect to
the proposed action. Such consent may be executed in counterparts and shall be
effective as of the date of the last signature thereon.
3.15 Presumption of Assent: A director of the Corporation who is present at
a meeting of the Board of Directors or committee of the board at which action on
any corporate matter is taken shall be presumed to have assented to the action
taken unless: (i) he objects at the beginning of the meeting to the holding of
the meeting or the transaction of business at the meeting; (ii) he
contemporaneously requests that his dissent be entered in the minutes of the
meeting; or (iii) he gives written notice of his dissent to the presiding
officer of the meeting before its adjournment or delivers such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. A director may dissent to a specific acting at a
meeting, while assenting to others. The right to dissent to a specific action
taken at a meeting of the Board of Directors or a committee of the board shall
not be available to a director who voted in favor of such action.
ARTICLE IV
Committees
4.1 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 the resolution, shall have all of the authority of the Board
of Directors, except that no such committee shall have the authority to: (i)
declare dividends or distributions; (ii) approve or recommend to shareholders
actions or proposals required by the Nevada Business Corporation Act to be
approved by shareholders; (iii) fill vacancies on the Board of Directors or any
committee thereof; (iv) amend the bylaws; (v) approve a plan of merger not
requiring shareholder approval; (vi) reduce earned or capital surplus; (vii)
authorize or approve the reacquisition of shares unless pursuant to a general
formula or method specified by the Board of Directors; or (viii) 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 provided that the Board of
Directors, having acted regarding general authorization for the issuance or sale
of shares or any contract thereof and, in the case of a series, the designation
thereof, may, pursuant to a general formula or method specified by the board 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, without limitation, the
price, the dividend rate, provisions for redemption, sinking fund, conversion,
or 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 terms, thereof and to authorize the
statement of the terms of a series for filing with the Secretary of State under
the Nevada Business Corporation Act.
Neither the designation of any such committee, the delegation of authority
to such committee, nor any action by such committee pursuant to its authority
shall alone constitute compliance by any member of the Board of Directors, nor a
member of the committee in question, with his responsibility to conform to the
standard of care set forth in Article V of these bylaws.
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ARTICLE V
Standard
5.1 Standard of Care: 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
interest of the Corporation and with such care as an ordinarily prudent person
in a like position should use under similar circumstances. In performing his
duties, a director shall be entitled to reply on information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by the persons herein designated; but he shall not be
considered to be acting in good faith if he has knowledge concerning the matter
in question that would cause such reliance to be unwarranted. A person who so
performs his duties shall not have any liability by reason of being or having
been director of the Corporation. Any provision in these bylaws to the contrary
notwithstanding, to the fullest extent permitted by the Nevada Business
Corporation Act as the same exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director.
The designated persons on whom a director is entitled to rely are: (1) one
or more officers of employees of the Corporation whom the director reasonably
believes to be reliable and competent in the matters presented: (2) counsel,
public accountants, or other persons as to matters which the director reasonably
believes to be within such persons' professional or expert competence; or (3) a
committee of the board upon which the director does not serve, duly designated
in accordance with Article IV of these bylaws, as to matters within its
designated authority, which committee the director reasonably believes to merit
confidence.
ARTICLE VI
Officers
6.1 Number and Election: The officers of the Corporation shall be a
President, a Secretary and a Treasurer, who shall be elected by the Board of
Directors. In addition, the Board of Director may elect one or more Vice
Presidents, and the Board of Directors may appoint one or more Assistant
Secretaries or Assistant Treasurers, and such other subordinate officers as they
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors. The Board of Directs may also appoint a Chief
Executive Officer, who may also serve in the capacity of President of the
Corporation. Any two or more offices may be held by the same person, except the
offices of President and Secretary. The officers of the Corporation shall be
natural persons of the age of eighteen years or older.
6.2 President: The President shall be the chief executive officer of the
Corporation unless a separate Chief Executive Officer has been appointed by the
Board of Directors in accordance with Section 6.5. He or she shall preside at
all meetings of shareholders and of the Board of Directors. Subject to the
direction and control of the Board of Directors, he or she shall have general
and active management of the business of the Corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect. He or
she may execute contracts, deeds and other instruments on behalf of the
Corporation as is necessary and appropriate. He or she shall perform such
additional functions and duties as are appropriate and customary for the office
of President and as the Board of Directors may prescribe from time to time.
6.3 Vice President: The Vice President, or, if there shall be more than
one, the Vice Presidents in the order determined by the Board of Directors,
shall be the officers(s) next in seniority after the President and the Chief
Executive Officer, if one has been appointed by the Board of Directors. Each
Vice President shall also perform such duties and exercise such powers as are
appropriate and as are prescribed by the Board of Directors or President. Upon
the death, absence or disability of the President, the Vice President, or if
there shall be more than one, the Vice Presidents in the order determined by the
Board of Directors, shall perform the duties and exercise the powers of the
President.
6.4 Secretary: The Secretary shall give, or cause to be given, notice of
all meetings of the shareholders and special meetings of the Board of Directors,
keep the minutes of such meetings, have charge of the corporate seal and stock
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records, be responsible for the maintenance of all corporate records and files
and the preparation and filing of records to governmental agencies, other than
tax returns, have authority to affix the corporate seal to any instrument
requiring it (and, when so affixed, it may be attested by his or her signature),
and perform such other functions and duties as are appropriate and customary for
the office of Secretary as the Board of Directors or the President may prescribe
from time to time.
6.5 Assistant Secretary: The Assistant Secretary, or if there shall be more
than one, the Assistant Secretaries in order determined by the Board of
Directors or the President, shall in the death, absence, or disability of the
Secretary or in case such duties are specifically delegated to him by the Board
of Directors, President or Secretary, perform the duties and exercise the powers
of the Secretary and shall, under the supervision of the Secretary, perform such
other duties and have such other powers as may be prescribed from time to time
by the Board of Directors or the President.
6.6 Treasurer: The Treasurer shall have control of the funds and the care
and custody of all stocks, bonds, and other securities owned by the Corporation
and shall be responsible for the preparation and filing of tax returns. He or
she shall receive all moneys paid to the Corporation , and shall have authority
to give receipts and vouchers, to sign and endorse checks and warrants in its
name and on its behalf, and give full discharge for the same. He or she shall
also have charge of disbursement of the funds of the Corporation, shall keep
full and accurate records of the receipts and disbursements, and shall deposit
all moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as shall be designated by the Board of
Directors. He or she shall perform such other duties and have such other powers
as are appropriate and customary for the office of Treasurer as the Board of
Directors or President may prescribe from time to time.
6.7 Assistant Treasurer: The Assistant Treasurer, or, if there shall be
more than one, the Assistant Treasurers in the order determined by the Board of
Directors or the President, shall, in the death, absence, or disability of the
Treasurer or in case such duties are specifically delegated to him or her by the
Board of Directors, President or Treasurer, perform the duties and exercise the
powers of the Treasurer, and shall, under the supervision of the Treasurer,
perform such other duties and have such other powers as the Board of Directors
or the President may prescribe from time to time.
6.8 Removal and Resignation: Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any officer may resign at any time by giving written
notice of his or her resignation to the President or to the Secretary, and
acceptance of such resignation shall not be necessary to make it effective,
unless the notice so provides. Any vacancy occurring in any other office of the
Corporation may be filled by the President for the unexpired portion of the
term.
6.9 Compensation: Officers shall receive such compensation for their
services as may be authorized or ratified by the Board of Directors. Election or
appointment of an officer shall not of itself create a contract right to
compensation for services performed as such officer.
ARTICLE VII
Stock
7.1 Certificates: Certificates representing shares of the capital stock of
the Corporation shall be in such form as may be approved by the Board of
Directors and shall be signed by the President or any vice President and by the
Secretary or any Assistant Secretary. All certificates shall be consecutively
numbered and the names of the owners, the number of the shares and the date of
issue shall be entered on the books of the corporation. Each certificate
representing shares shall state upon its fact: (1) that the Corporation is
organized under the laws of the State of Nevada; (2) the name of the person to
whom issued; (3) the number of shares which the certificate represents; (4) the
par value, if any, of each share represented by the certificate; and (5) any
restrictions placed upon the transfer of the shares represented by the
certificate.
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7.2 Facsimile Signatures: When a certificate is signed (1) by a transfer
agent other than the Corporation or its employee, or (2) by a registrar other
than the Corporation or its employee, any other signature on the certificate may
be facsimile. In case any officer, transfer agent, or registrar who has signed,
or whose facsimile signature or signatures have been place upon, any
certificate, shall cease to be such officer, transfer agent, or registrar,
whether because of death, resignation, or otherwise, before the certificate is
issued by the Corporation, it may nevertheless be issued by the Corporation with
the same effect as if he or she were such officer, transfer agent, or registrar
at the date of issue.
7.3 Consideration for Shares: Shares shall be issued for such
consideration, expressed in dollars (but not less than the par value thereof) as
shall be fixed from time to time by the Board of Directors. Such consideration
may consist in whole or in part of money, other property, tangible or
intangible, other securities of the Corporation, labor or services actually
performed for the Corporation, or contracts for services to be performed for the
corporation. Neither the promissory note of a subscriber or direct purchaser of
shares from the Corporation nor the unsecured or nonnegotiable promissory note
of any other person shall constitu8te payment or part payment for shares of the
Corporation. Treasury shares shall be disposed of for such consideration
expressed in dollars as may be fixed from time to time by the Board of
Directors.
7.4 Lost Certificates: In case of the alleged loss, destruction or
mutilation of a certificate of stock, the Board of Directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe. The Board of Directors may in its
discretion require a bond in such form and amount and with such surety as it may
determine before issuing a new certificate.
7.5 Transfer of Stock: Transfers of shares shall be made on the books
of the Corporation only upon presentation of the certificate or certificates
representing such shares property endorsed by the person or persons appearing
upon the face of such certificate, except as may otherwise be expressly provided
by the statutes of the State of Nevada or by order of a court of competent
jurisdiction. The officers or transfer agents of the Corporation may, in their
discretion, require a signature guaranty before making any transfer. The
Corporation shall be entitled to treat the person in whose name any share of
stock is registered on its books as the owner of those shares for all purposes,
and shall not be bound to recognize any equitable or other claim or interest in
the shares on the part of any other person, whether or not the Corporation shall
have notice of such claim or interest.
7.6 Transfer Agent, Registrars, and Paying Agents: The board may at its
discretion appoint one or more transfer agents, registrars and agents for making
payment upon any class of stock, bond, debenture, or other security of the
Corporation. Such agents and registrars may be located either within or outside
Nevada. They shall have such rights and duties and shall be entitled to such
compensation as may be agreed.
ARTICLE VIII
Indemnification of Certain Persons
8.1 Authority for Indemnification: Any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, and whether formal or informal, by reason of the fact that he is
or was a director, officer, employee, fiduciary or agent of the Corporation or
is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee, fiduciary or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee, or agent of any foreign or domestic corporation or of any
partnership, joint venture, trust, other enterprise or employee benefit plan
("Any Proper Person"), shall be indemnified by the Corporation against expenses
(including attorneys fees), judgments, penalties, fines, (including an excise
tax assessed with respect to an employee benefit plan) and amounts paid in
settlement reasonably incurred by him in connection with such action, suit or
proceeding if it is determined by the groups set forth in Section 8.4 of this
Article that he conducted himself in good faith and that he: (1) reasonably
believed, in the case of conduct in his official capacity with the Corporation,
that his conduct was in the Corporation's best interests; or (2) in all other
cases (except criminal cases) believed that his conduct was a least not opposed
to the Corporation's best interests; or (3) with respect to criminal proceedings
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had no reasonable cause to believe his conduct was unlawful. A person will be
deemed to be acting in his official capacity while acting as a director,
officer, employee or agent of this Corporation and when he is acting on this
Corporation's behalf for some other entity. No indemnification shall be made
under this section to a director with respect to any claim, issue or matter in
connection with a proceeding by or in the right of a corporation in which the
director was adjudged liable to the Corporation or in connection with any
proceeding charging improper personal benefit to the director, whether or not
involving action in his official capacity, in which he was adjudged liable on
the basis that personal benefit was improperly received by him. Further,
indemnification under this Section in connection with a proceeding brought by or
in the right of the Corporation shall be limited to reasonable expenses,
including attorneys' fees incurred in connection with the proceeding. These
limitations shall apply to directors only and not to officers, employees,
fiduciaries or agents of the Corporation.
8.2 Right to Indemnification: The Corporation shall indemnify any Proper
Person who has been wholly successful on the merits or otherwise, in defense of
any action, suit, or proceeding referred to in Section 8.1 of this Article
against expenses (including attorneys' fees) reasonably incurred by him in
connection with the proceeding without the necessity of any action by the
Corporation other than the determination in good faith that the defense has been
wholly successful.
8.3 Effect of Termination of Action: The termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that the
person seeking indemnification did not meet the standards of conduct described
in Section 1 of this Article. Entry of a judgment by consent as part of a
settlement shall not be deemed an adjudication of liability.
8.4 Groups Authorized to Make Indemnification Determination: In all cases
except where there is a rights to indemnification set forth in Section 8.2 of
this article or where indemnification is ordered by a court, any indemnification
shall be made by the Corporation only as authorized in the specific case upon a
determination by a proper group that indemnification of the Proper Person is
permissible under the circumstances because he has met the applicable standards
of conduct set forth in Section 1 of this Article. This determination shall be
made by the Board of Directors by a majority vote of a quorum, which quorum
shall consist of directors not parties to the proceeding ("Quorum"). If a Quorum
cannot be obtained, the determination shall be made by a majority vote of a
committee of the Board of Directors designated by the board, which committee
shall consist of two or more directors not parties to the proceeding except that
directors who are parties to the proceeding may participate in the designation
of directors for the committee. If a Quorum of the Board of Directors cannot be
obtained or the committee cannot be established, or even if a Quorum can be
obtained or the committee can be established but such Quorum or committee so
directs, the determination shall be made by independent legal counsel selected
by a vote of a quorum of the Board of Directors or a committee in the manner
specified in this Section, or, if a Quorum of the full Board of Directors cannot
be obtained and a committee cannot be established, by independent legal counsel
selected by a majority vote of the full board (including directors who are
parties to the action) or by a vote of the shareholders.
8.5 Court Ordered Indemnification: Any Proper Person may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction for mandatory indemnification under Section 8.2 of this
Article, including indemnification for reasonable expenses incurred to obtain
court-ordered indemnification. If the court determines that the director is
fairly and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not he met the standards of conduct set forth in
Section 1 of this Article or was adjudged liable in the proceeding, the court
may order such indemnification as the court deems proper except that if the
individual has been adjudged liable, indemnification shall be limited to
reasonable expenses incurred.
8.6 Advance of Expenses: Expenses (including attorneys fees) incurred in
defending a civil or criminal action, suit or proceeding may be paid by the
corporation to any Proper Person in advance of the final disposition of such
action, suit or proceeding upon receipt: (1) a written affirmation of such
Proper Person's good faith belief that he has met the standards of conduct
prescribed by Section 1 of this Article; (2) a written undertaking, executed
personally or on his behalf, to repay such advances if it is ultimately
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determined that he did not meet that prescribed standards of conduct (the
undertaking shall be an unlimited general obligation of the Proper Person but
need not be secured and may be accepted without reference to financial ability
to make repayment); and (3) a determination is made by the proper group (as
described in Section 4 of this Article), that the facts as then known to the
group would not preclude indemnification.
8.7 Report to Shareholders: Any indemnification of or advance of expenses
to a director in accordance with this Article, if arising out of a proceeding by
or on behalf of the Corporation shall be reported in writing to the shareholders
with or before the notice of the next shareholders' meeting.
ARTICLE IX
Provision of Insurance
By action of the Board of Directors, notwithstanding any interest of the
directors in the action, the Corporation may purchase and maintain insurance, in
such scope and amounts as the Board of Directors deems appropriate, on behalf of
any person who is or was a director, officer, employee, fiduciary, or agent of
the Corporation, or who, while a director, officer, employee, fiduciary or agent
of the Corporation, is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee, fiduciary or agent of any other
foreign or domestic corporation or of any partnership, joint venture, trust,
other enterprise or employee benefit plan, against any liability asserted
against, or 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 Article VIII or applicable law.
ARTICLE X
Miscellaneous
10.1 Fiscal Year: The Board of Directors may, by resolution, adopt a fiscal
year for this Corporation.
10.2 Amendment of Bylaws: These bylaws may at any time and from time to
time, be amended, supplemented, or repealed by the Board of Directors.
These bylaws were adopted as the bylaws of the Corporation by a resolution
of the Board of Directors dated November 20, 1996.
/s/ JAMES E. PITOCHELLI
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James E. Pitochelli, Secretary
