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EXHIBIT 3.2
By laws
of
Vista Medical Terrace, Inc.
Nevada Registration Number C-2911-1990
(the "Corporation")
Article I
Office
The Board of Directors shall designate and the Corporation shall
maintain a principal office. The location of the principal office
may be changed by the Board of Directors. The Corporation also may
have offices in such other places as the Board may from time to
time designate. The location of the initial principal office of the
Corporation shall be designated by resolution.
Article 11
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation
shall be held at such place within or without the State of Nevada
as shall be set forth in compliance with these Bylaws. The meeting
shall be held in the first Week of December each year, or such
other date as the Shareholders may designate form time to time. If
such day is a legal holiday, the meeting shall be on the next
business day. This meeting shall be for the election of Directors
and for the transaction of such other business as may properly come
before it.
2. Special Meetings
Special meetings of shareholders, other than those regulated
by statute, may be called by the President upon written request of
the holders of 50% or more of the outstanding shares entitled to
vote at such special meeting. Written notice of such meeting
stating the place, the date and hour of the meeting, the purpose or
purposes for which it is called, and the name of the person by whom
or at whose direction the meeting is called shall be given.
3. Notice of Shareholders Meeting
The Secretary shall give written notice stating the place,
day, and hour of the meeting, and in the case of a special meeting,
the purpose or purposes for which the meeting is called, which
shall be delivered not less than ten or more than fifty days before
the date of the meeting, either personally or by mail to each
shareholder of record entitled to vote at such meeting.
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If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder
at his address as it appears on the books of the Corporation, with
postage thereon prepaid. Attendance at the meeting shall constitute
a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either within
or without the State of Nevada, as the place of meeting for any
annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled
to vote at a meeting may designate any place, either within or
without the State of Nevada, as the place for the holding of such
meeting. If no designation is made, or if a special meeting is
otherwise called, the place of meeting shall be the principal
office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor
more than fifty days prior to any meeting as the record date for
the purpose of determining shareholders entitled to notice of and
to vote at such meetings of the shareholders. The transfer books
may be closed by the Board of Directors for a stated period not to
exceed fifty days for the purpose of determining shareholders
entitled to receive payment of and dividend, or in order to make a
determination of shareholders for any other purpose.
6. Quorum
A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a
majority of the outstanding shares are represented at a meeting, a
majority of the shares so represented may adjourn the meeting from
time to time without further notice. At a meeting resumed after any
such adjournment at which a quorum shall be present or represented,
any business may be transacted, which might have been transacted at
the meeting as originally noticed.
7. Voting
A holder of an outstanding shares, entitled to vote at a
meeting, may vote at such meeting in person or by proxy. Except as
may otherwise be provided in the currently filed Articles of
Incorporation, every shareholder shall be entitled to one vote for
each share standing in his name on the record of shareholders.
Except as herein or in the currently filed Articles of
Incorporation otherwise provided, all corporate action shall be
determined by a majority of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote thereon.
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8. Proxies
At all meeting of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be filed with
the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after six months from the date of
it's execution.
9. Informal Action by Shareholders
Any action required to 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 a
majority of the shareholders entitled to vote with respect to the
subject matter thereof.
Article III
Board Of Directors
1. General Powers
The business and affairs of the Corporation shall be managed
by it's Board of Directors. The Board if Directors may adopt such
rules and regulations for the conduct of their meetings and the
management of the Corporation as they appropriate under the
circumstances. The Board shall have authority to authorize changes
in the Corporation's capital structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall be a number
between one and five, as the Directors may by resolution determine
from time to time. Each of the Directors shall hold office until
the next annual meeting of shareholders and until his successor
shall have been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held
without other notice than by this Bylaw, immediately after and, at
the same place as the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than
this resolution.
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4. Special Meetings
Special meetings of the Board of Directors may be called by
order of the Chairman of the Board or the President. The Secretary
shall give notice of the time, place and purpose or purposes of
each special meeting by mailing the same at least two days before
the meeting or by telephone, telegraphing or facsimile the same at
least one day before the meeting to each Director. Meeting of the
Board of Directors may be held by telephone conference call.
5. Quorum
A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business, but less than
a quorum may adjourn any meeting from time to time until a quorum
shall be present, whereupon the meeting may be held, as adjourned,
without further notice. At any meeting at which every Director
shall be present, even though without any formal notice any
business may be transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director shall
have one vote. The act of a majority of Directors present at a
meeting shall be the act of the full Board of Directors, provided
that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed to exist
in the case of death, resignation, or removal of any Director, or
if the authorized number of Directors is increased, or if the
shareholders fail, at any meeting of the shareholders, at which any
Director is to be elected, to elect the full authorized number of
Directors to be elected at that meeting.
8. Removals
Directors may be removed, at any time, by a vote of the
shareholders holding a majority of the shares outstanding and
entitled to vote, Such vacancy shall be filled by the Directors
entitled to vote. Such vacancy shall be filled by the Directors
then, in office, though less than a quorum, to hold office until
the next annual meeting or until his successor is duly elected and
qualified, except that any directorship to be filled by election by
the shareholders at the meeting at which the Director is removed.
No reduction of the authorized number of Directors shall have the
effect of removing any Director prior to the expiration of his term
of office.
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9. Resignation
A director may resign at any time by delivering written
notification thereof to the President or Secretary of the
Corporation. A resignation shall become effective upon it's
acceptance by the Board of Directors; provided, however, that if
the Board of Directors has not acted thereon within ten days from
the date of it's delivery, the resignation shall be deemed
accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting of
the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action(s) taken
unless his dissent shall be placed in the minutes of the meeting or
unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered
mail to the secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply
to a Director who voted in favor of such action.
11. Compensation
By resolution of the Board of Directors, the Directors may be
paid their expenses, if any, of attendance at each meeting of the
Board of Directors or a stated salary as Director. No such payment
shall preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor.
12. Emergency Power
When, due to a national disaster or death, a majority of the
Directors are incapacitated or otherwise unable to attend the
meetings and function as Directors, the remaining members of the
Board of Directors shall have all the powers necessary to function
as a complete Board, and for the purpose of doing business and
filling vacancies shall constitute a quorum, until such time as all
Directors can attend or vacancies can be filled pursuant to these
Bylaws.
13. Chairman
The Board of Directors may elect from it's own number a
Chairman of the Board, who shall preside at all meetings of the
Board of Directors, and shall perform such other duties as may be
prescribed from time to time by the Board of Directors. The
Chairman may by appointment fill any vacancies on the Board of
Directors.
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Article IV
Officers
1 . Number
The officers of the Corporation shall be a President, one or
more Vice Presidents, and a Secretary Treasurer, each of whom shall
be elected by a majority of the Board of Directors. Such other
Officers and assistant Officers as may be deemed necessary may be
elected or appointed by the Board of Directors. In it's discretion,
the Board of Directors may leave unfilled for any such period as it
may determine any office except those of President and Secretary.
Any two or more offices may be held by the same person. Officers
may or may not be Directors or shareholders of the Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by the Board of
Directors shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of Officers shall not
be held at such meeting, such election shall be held as soon
thereafter as convenient. Each Officer shall hold office until his
successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been removed
in the manner hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a written
resignation either to the President or to the Secretary. Unless
otherwise specified therein, such resignation shall take effect
upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of Directors
whenever in it's judgment the best interests Corporation will be
served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or
appointment of an Officer or agent shall not of itself create
contract rights. Any such removal shall require a majority vote of
the Board of Directors, exclusive of the Officer in question if he
is also a Director.
5. Vacancies
A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, or is a new office shall be
created, may be filled by the Board of Directors for the un-expired
portion of the term.
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6. President
The president shall be the chief executive and administrative
Officer of the Corporation. He shall preside at all meetings of the
stockholders and, in the absence of the Chairman of the Board, at
meetings of the Board of Directors. He shall exercise such duties
as customarily pertain to the office of President and shall have
general and active supervision over the property, business, and
affairs of the Corporation and over it's several Officers, agents,
or employees other than those appointed by the Board of Directors.
He may sign, execute and deliver in the name of the Corporation
powers of attorney, contracts, bonds and other obligations, and
shall perform such other duties as may be prescribed from time to
time by the Board of Directors or by the Bylaws.
7. Vice President
The Vice President shall have such powers and perform such
duties as may be assigned to him by the Board of Directors or the
President. In the absence or disability of the President, the Vice
President designated by the Board or the President shall perform
the duties and exercise the powers of the President. A Vice
President may sign and execute contracts any other obligations
pertaining to the regular course of his duties.
8. Secretary
The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors and, to the extent
ordered by the Board of Directors or the President, the minutes of
meeting of all committees. He shall cause notice to be given of
meetings of stockholders, of the Board of Directors, and of any
committee appointed by the Board. He shall have custody of the
corporate seal and general charge of the records, documents and
papers of the Corporation not pertaining to the performance of the
duties vested in other Officers, which shall at all reasonable
times be open to the examination of any Directors. He may sign or
execute contracts with the President or a Vice President thereunto
authorized in the name of the Corporation and affix the seal of the
Corporation thereto. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the
Bylaws.
9. Treasurer
The Treasurer shall have general custody of the collection and
disbursement of funds of the Corporation. He shall endorse on
behalf of the Corporation for collection check, notes and other
obligations, and shall deposit the same to the credit of the
Corporation in such bank or banks or depositories as the Board of
Directors may designate. He may sign, with the President or such
other persons as may be designated for the purpose of the Board of
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Directors, all bills of exchange or promissory notes of the
Corporation. He shall enter or cause to be entered regularly in the
books of the Corporation full and accurate account of all monies
received and paid by him on account of the Corporation; shall at
all reasonable times exhibit his books and accounts to any Director
of the Corporation upon application at the office of the
Corporation during business hours; and, whenever required by the
Board of Directors or the President, shall render a statement of
his accounts. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the
Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have such
powers as may be assigned to them by the Board of Directors.
11. Salaries
Salaries or other compensation of the Officers of the
Corporation shall be fixed from time to time by the Board of
Directors, except that the Board of Directors may delegate to any
person or group of persons the power to fix the salaries or other
compensation of any subordinate Officers or agents. No Officer
shall be prevented from receiving any such salary or compensation
by reason of the fact the he is also a Director of the Corporation
12. Surety Bonds
In case the Board of Directors shall so require, any Officer
or agent of the Corporation shall execute to the Corporation a bond
in such sums and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance of
his duties to the Corporation, including responsibility for
negligence and for the accounting for all property, monies or
securities of the Corporation, which may come into his hands.
Article V
Contracts, Loans, Checks and Deposits
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.
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2. Loans
No loan or advance shall be contracted on behalf of the
Corporation, no negotiable paper or other evidence of it's
obligation under any loan or advance shall be issued in it's name,
and no property of the Corporation shall be mortgaged, pledged,
hypothecated or transferred as security for the payment of any
loan, advance, indebtedness or liability of the Corporation unless
and except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific instances.
3. Deposits
All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in
such banks, trust companies or other depositories as the Board of
Directors may select, or as may be selected by an Officer or agent
of the Corporation authorized to do so by the Board of Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and
evidence of indebtedness of the Corporation shall be signed by such
Officer or Officers or such agent or agents of the Corporation and
in such manner as the Board of Directors from timer to time may
determine. Endorsements for deposits to the credit of the
Corporation in any of it's duly authorized depositories shall be
made in such manner as the Board of Directors may from time to time
determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall be in
the form of an appropriate legal writing, which shall be signed by
the President or Vice President and by the Treasurer or by the
Secretary, and sealed with the seal of the Corporation. The seal
may be facsimile, engraved or printed. Where such bond or debenture
is authenticated with the manual signature of an authorized Officer
of the Corporation or other trustee designated by the indenture of
trust or other agreement under which such security is issued, the
signature of any of the Corporation's Officers named thereon may be
facsimile. In case any Officer who signed, or whose facsimile
signature has been used on any such bond or debenture, shall cease
to be an Officer of the Corporation for any reason before the same
has been delivered by the Corporation, such bond or debenture may
nevertheless by adopted by the Corporation and issued and delivered
as though the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such Officer.
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Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by
certificates prepared by the Board of Directors and signed by the
President. The signatures of such Officers upon a certificate may
be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation
itself or one of it's employees. All certificates for shares shall
be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be
canceled except that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon a such terms and
indemnity to the Corporation as the Board of Directors may
prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made only on
the stock transfer books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the
Secretary of the Corporation, and on surrender for cancellation of
the certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of the Corporation shall have the power
to appoint one or more transfer agents and registrars for the
transfer and registration of certificates of stock of any class,
and may require that stock certificates shall be countersigned and
registered by one or more of such transfer agents and registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any
certificate theretofore issued by it alleged to have been lost or
destroyed. The Board of Directors may require the owner of such a
certificate or his legal representative to give the Corporation a
bond in such sum and with such sureties as the Board of Directors
may direct to indemnify the Corporation as transfer agents and
registrars, if any, against claims that may be made on account of
the issuance of such new certificates. A new certificate may be
issued without requiring any bond.
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5. Registered Shareholders
The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder thereof, in
fact, and shall not be bound to recognize any equitable or other
claim to or on behalf of this Corporation to any and all of the
rights and powers incident to the ownership of, such stock at any
such meeting, and shall have power and authority to execute and
deliver proxies and consents on behalf of this Corporation in
connection with the exercise by this Corporation of the rights and
powers incident to the ownership of such stock. The Board of
Directors, from time to time, may confer like powers upon any other
person or persons.
Article VII
Indemnification
No Officer or Director shall be personally liable for any
obligations of the Corporation or for any duties or obligations
arising out of any acts or conduct of said Officer or Director
performed for or on behalf of the Corporation. The Corporation
shall and does hereby indemnify and hold harmless each person and
his heirs and administrators who shall serve at any time hereafter
as a Director or Officer of the Corporation from and against any
and all claims, judgments and liabilities to which such persons
shall become subject by reason of his having heretofore or
hereafter been a Director or Officer of the Corporation, or by
reason of any action alleged to have heretofore or hereafter taken
or omitted to have been taken by him as such Director or Officer,
and shall reimburse each such person for all legal and other
expenses reasonably incurred by him in connection with any such
claim or liability, including power to defend such persons from all
suits or claims as provided for under the provisions of the Nevada
Revised Statutes; provided, however, that no such persons shall be
indemnified against, or be reimbursed for, any expense incurred in
connection with any claim or liability arising out of his own
negligence or willful misconduct. The rights accruing to any person
under the foregoing provisions of this section shall not exclude
any other right to which he may lawfully be entitled, nor shall
anything herein contained restrict the right of the Corporation to
indemnify or reimburse such person in any proper case, even though
not specifically herein provided for. The Corporation, it's
Directors, Officers, employees and agents shall be fully protected
in taking any action or making any payment, or in refusing so to do
in reliance upon the advice of counsel.
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Article VIII
Notice
Whenever any notice is required to be given to any shareholder
or Director of the Corporation under the provisions of the Articles
of Incorporation, or under the provisions of the Nevada Statutes,
a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Attendance at any meeting shall constitute a waiver of notice of
such meetings, except where attendance is for the express purpose
of objecting to the holding of that meeting.
Article IX
Amendments
These Bylaws may be altered, amended, repealed, or new Bylaws
adopted by a majority of the entire Board of Directors at any
regular or special meeting. Any Bylaw adopted by the Board may be
repealed or changed by the action of the shareholders.
Article X
Fiscal Year
The fiscal year of the Corporation shall-be fixed and may be
varied by resolution of the Board of Directors.
Article XI
Dividends
The Board of Directors may at any regular or special meeting,
as they deem advisable, declare dividends payable out of the
surplus of the Corporation.
Article XII
Corporate Seal
The seal of the Corporation shall be in the form of a circle
and shall bear the name of the Corporation and the year of
incorporation per sample affixed hereto.
Friday, April 4, 1990
Vista Medical Terrace, Inc.
By: ______________________________
James Strandberg, President
