BYLAWS
OF
Media and Entertainment, Inc.
ARTICLE I
STOCKHOLDERS
Section 1.01: Annual Meeting. The annual meeting of the stockholders
of the corporation shall be held on such date and at such time as
designated from time to time for the purpose or electing directors of
the corporation and to transact all business as may properly come
before the meeting. If the election of the directors is not held on
the day designated herein for any annual meeting of the stockholders,
or at any adjournment thereof, the president shall cause the election
to be held at a special meeting of the stockholders as soon
thereafter as is convenient.
Section 1.02: Special Meeting. Special meetings of the stockholders
may be called by the president or the Board of Directors and shall be
called by the president at the written request of the holders of not
less than 51% of the issued and outstanding voting shares of the
capital stock of the corporation. All business lawfully to be
transacted by the stockholders may be transacted at any special
meeting or at any adjournment thereof. However, no business shall be
acted upon at a special meeting except that referred to in the notice
calling the meeting, unless all of the outstanding capital stock of
the corporation is represented either in person or in proxy. Where
all of the capital stock is represented, any lawful business may be
transacted and the meeting shall be valid for all purposes.
Section 1.03: Place of Meetings. Any meeting of the stockholders of
the corporation may be held at its principal office in the State of
Nevada or at such other place in or our of the United States as the
Board of Directors may designate. A waiver of notice signed by the
Stockholders entitled to vote may designate any place for the holding
of the meeting.
Section 1.04: Notice of Meeting.
(a) The secretary shall sign and deliver to all stockholders of
record written or printed notice of any meeting at least ten (10)
days, but, not more than sixty (60) days, before the date of such
meeting; which notice shall state the place, date, and time of the
meeting, the general nature of the business to be transacted, and, in
the case of any meeting at which directors are to be elected, the
names of the nominees, ii any, to be presented for election.
(b) In the case of any meeting, any proper business may be presented
for action, except the following items shall be valid only if the
general nature of the proposal is stated in the notice or written
waiver of notice:
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(1) Action with respect to any contract or transaction between the
corporation and one or more of its directors or officers or another
firm, association, or corporation in which one of its directors or
officers has a material financial interest;
(2) Adoption of amendments to the Articles of Incorporation;
(3) Action with respect to the merger, consolidation, reorganization,
partial or complete liquidation, or dissolution of the corporation.
(e) The notice shall be personally delivered or mailed by first class
mail to each stockholder of record at the last known address thereof,
as the same appears on the books of the corporation, and giving of
such notice shall be deemed delivered the date the same is deposited
in the United State mail, postage prepaid. If the address of any
stockholders does not appear upon the books of the corporation, it
will be sufficient to address such notice to such stockholder at the
principal office of the corporation.
(d) The written certificate of the person calling any meeting, duly
sworn, setting forth the substance of the notice, the time and place
the notice was mailed or personally delivered to the stockholders,
and the addresses to which the notice was mailed shall be prima facie
evidence of the manner and the fact of giving such notice.
Section 1.05 Waiver of Notice: If all of the stockholders of the
corporation waive notice of a meeting, no notice shall be required,
and, whenever all stockholders shall meet in person or by proxy, such
meeting shall be valid for all purposes without call or notice, and
at such meeting any corporate action may be taken.
Section 1.06 Determination of Stockholders of Record.
(a) The Board of Directors may at any time fix a future date as a
record date for the determination of the stockholders entitled to
notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or
entitled to exercise any rights in respect of any other lawful
action. The record date so fixed shall not be more than sixty (60)
days nor less than ten (10) days prior to the date of such meeting
nor more than sixty (60) days nor less than ten (10) days prior to
any other action. When a record date is so fixed, any stockholders of
record on that date we entitled to notice of and to vote at the
meeting or to receive the dividend, distribution or allotment of
rights, or to exercise their rights, as the me may be,
notwithstanding any transfer of any shares on the books of the
corporation after the record date.
(b) If no record date is fixed by the Board of Directors, then (i)
the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of
business on the business day next preceding the day on which notice
is given or, if notice is waived at the close of business on the next
day preceding the day on which the meeting, is held; (ii) the record
date for action in writing without a meeting, when no prior action by
the Board of Directors is necessary, shall be the day on which the
written consent is given; and (iii)
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the record date for determining stockholders for any other purpose
shall he at the close of business on the day in which the Board of
Directors adopts the resolution relating thereto, or the sixtieth
(60th) day prior to the date of such other action, whichever is
later.
Section 1.07 Voting.
(a) Each stockholder of record, or such stockholder's duty authorized
proxy or attorney-in-fact shall be entitled to one (1) vote for each
share of voting stock standing registered in such stockholder's name
on the books of the corporation on the record date.
(b) Except as otherwise provided herein, all votes with respect to
shares standing in the name of an individual on that record date
(including pledged shares) shall be cast only by that individual or
that individual's duly authorized proxy or attorney-in-fart/ With
respect to shares held by a representative of the estate of a
deceased stockholder, guardian, conservator, custodian or trustee,
votes may be cast by such holder upon proof of capacity, even though
the shares do not stand in the name of such holder. In the case of
shams under the control of a receiver, the receiver may cast in the
name of the receiver provided that the order of the court of
competent jurisdiction which appoints the receiver contains the
authority to cast votes carried by such shares. If shares stand in
the name of a minor, votes may be cast only by the duly appointed
guardian of the estate of such minor if such guardian has provided
the corporation with written notice and proof of such appointment.
(c) With respect to shares standing in the name of a corporation on
the record date, votes may be cast by such officer or agent as the
bylaws of such corporation prescribe or, in the absence of an
applicable bylaw provision, by such person as may be appointed by
resolution of the Board of Directors of such corporation. In the
event that no person is appointed, such voter, of the corporation may
be cast by any person (including the officer making the authorization
authorized to do so by the Chairman of the Board of Directors,
President, or any Vice-President of such corporation.
(d) Notwithstanding anything to the contrary herein contained, no
votes may be cast by shares owned by this corporation or its
subsidiaries, if any. If shares we held by this corporation or its
subsidiaries, if any in a fiduciary capacity, no votes shall be cast
with respect thereto on any matter except to the extent that the
beneficial owner thereof possesses and exercises either a right to
vote or to give the corporation holding the same binding instructions
on how to vote.
(e) With respect to sham standing in the name of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the
entirety, voting trustees, persons entitled to vote under a
stockholder voting agreement or otherwise and shares held by two or
more persons (including proxy holders) having the same fiduciary
relationship with respect to the same shares, votes may be cast in
the following manner:
(1) If only one person votes, the vote of such person binds all.
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(2) If more than one person cast votes, the act of the majority so
voting binds all.
(3) If more than one person votes, but the vote is evenly split on a
particular matter, the votes shall be deemed cast proportionately, as
split.
(f) Any holder of shares entitled to vote on any matter may cast a
portion of the votes in favor of such matter and refrain from casting
the remaining votes or cast the same against the proposal, except in
the case in the election of directors. If such holder entitled to
vote fails to specify the number of affirmative votes, it will be
conclusively presumed that the holder is casting affirmative votes
with respect to all shares held.
(g) If a quorum is present, the affirmative vote of the holders of a
majority of the voting shares represented at the meeting and entitled
to vote on the matter shall be the act of the stockholders, unless a
vote of greater number by classes is required by the laws of the
State of Nevada, the Articles of Incorporation or these Bylaws.
Section 1.08 Quorum; Adjourned Meetings.
(a) At any meeting of the stockholders, a majority of the issued and
outstanding voting shares of the corporation represented in person or
by proxy, shall constitute a quorum.
(b) If less than a majority of the issued and outstanding voting
shares are represented, a majority of shares so represented may
adjourn from time to time at the meeting, until holders of the amount
of stock required to constitute a quorum shall be in attendance. At
such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted as
originally called. When a stockholder's meeting is adjourned to
another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced to the meeting to
which the adjournment is taken, unless the adjournment is for more
fl= ten (IO) days in which event notice thereof shall be given.
Section 1.09 Proxies. At any meeting of stockholders, any holder of
shams entitled to vote may authorize another person or persons to
vote by proxy with respect to the shares held by an instrument in
writing and subscribed to by the holder of such shares entitled to
vote. No proxy shall be valid after the expiration of six (6) months
from or unless otherwise specified in the proxy. In no event shall
the term of a proxy exceed seven (7) years from the date of its
execution. Every proxy shall continue in full force and effect until
expiration or revocation. Revocation may be effected by filing an
instrument revoking the same or a duly executed proxy bearing a later
date with the secretary of the corporation.
Section 1.10 Order of Business. At the annual stockholder's meeting,
the regular order of business shall be as follows:
1. Determination of stockholders present and existence of quorum;
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2. Reading and approval of the minutes of the previous meeting at
meetings;
3. Reports of the Board of Directors, the president treasurer and
secretary of the corporation, in the order named;
4. Reports of committees;
5. Election of directors;
6. Unfinished business;
7. New business; and
8. Adjournment.
Section 1.11 Absentees' Consent to Meetings. Transactions of any
meetings of the stockholders are valid as though had at a meeting
duly held after regular call and notice of a quorum is present,
either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person
or by proxy (and those who, although present, either object at the
beginning of the meeting to the transaction of any business because
the meeting has not been lawfully called or convened or expressly
object at the meeting to consideration of matters not included in the
notice which are legally required to be included there), signs a
written waiver of notice and/ or consent to the holding of the meeting
or an approval of the minutes thereof. All such waivers, consents,
and approvals shall be filed with the corporate records and made a
part of the minutes of the meeting. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except
that when the person objects at the beginning of the meeting is not
lawfully called or convened and except that attendance at the meeting
is not a waiver of any right to object to consideration of matters
not included in the notice is such objection is expressly made at the
beginning. Neither the business to be transacted at nor the purpose
of any regular or special meeting of stockholders need be specified
in any written waive of notice, except as otherwise provided in
section 1.04(b) of these bylaws.
Section 1.12 Action Without Meeting. Any action, except the election
of directors, which may be taken by the vote of the stockholders at a
meeting, may be taken without a meeting if consented to by the
holders of a majority of the shares entitled to vote or such greater
proportion as may be required by the laws of the State of Nevada, the
Articles of Incorporation, or these Bylaws. Whenever action is taken
by written consent, a meeting of stockholders need not be called or
noticed.
Section 1.13 Telephonic Messages. Meeting of the stockholders may be
held through the use of conference telephone or similar
communications equipment as long as all members participating in such
meeting can hear one another at the time of such meeting.
Participation in such meeting constitutes presence in person at such
meeting.
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ARTICLE II
DIRECTORS
Section 2.01 Number, Tenure, and Qualification. Except as
otherwise provided herein, the Board of Directors of the
corporation shall consist of at least Two (2) and no more than
Seven (7) persons, who shall be elected at the annual meeting of
the stockholders of the corporation and who shall hold office or
one (1) year or until his or her successor or successors am
elected and qualify. If, at any time, the number of the
stockholders of the corporation is less than one hundred (100),
the Board of Directors may consist of one person, but shall not
be less than the number of stockholders. A director need not be
a stockholder of the corporation.
Section 2.02 Resignation. Any director may resign effective upon
giving written notice to the Chairman of the Board of Directors, the
president or the secretary of the corporation, unless the notice
specified at a later time for effectiveness of such resignation. If
the Board of Directors accepts the resignation of a director tendered
o take effect at a future date, the Board of Directors or the
stockholders may elect a successor to take office when the
resignation becomes effective.
Section 2.03 Change in Number. Subject to the limitations of the laws
of the State of Nevada, the Articles of Incorporation or Section 2.01
of these Bylaws, the number of directors may be changed from time to
time by resolution adopted by the Board of Directors.
Section 2.04 Reduction in Number. No reduction of the number of
directors shall have the effect of removing any director prior to the
expiration of his term of office.
Section 2.05 Removal.
(a) The Board of Directors of the corporation, by majority vote, may
declare vacant the office of a director who has been declared
incompetent by an order of a court of competent jurisdiction or
convicted of a felony.
(b) Any director may be removed from office, with or without cause,
by the vote' or written consent of stockholders representing not less
than two-thirds of the issued and outstanding voting capital stock of
the corporation
Section 2.06 Vacancies.
(a) A vacancy in the Board of Directors because of death,
resignation, removal, change in the number of directors, or otherwise
may be filled by the stockholders at any regular or special meeting
or any adjourned meeting thereof (but not by written consent) or the
remaining director(s) of the affirmative vote of a majority thereof.
Each successor so elected shall hold office until the next annual
meeting of stockholders or until a successor shall have been duly
elected and qualified.
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(b) If, after the filling of any vacancy by the directors, the
directors then in office who have been elected by the stockholders
shall constitute less than a majority of the directors then in
office, any holder or holders of an aggregate of five percent (5%) or
more of the total number of shares entitled to vote may call a
special meeting of the stockholders to be held to elect the entire
Board of Directors. 'Me term of office of any director shall
terminate upon the election of a successor.
Section 2.07 Regular Meetings. Immediately following the adjournment
of, and at the same place as, the annual meeting of the stockholders,
the Board of Directors, including directors newly elected, shall hold
its annual meeting without notice other than the provision to elect
officers of the corporation and to transact such further business as
may be necessary or appropriate. The Board of Directors may provide
by resolution the place, date, and hour for holding additional
regular meetings.
Section 2.08 Special Meetings. Special meeting of the Board of
Directors may be called by the Chairman and &hall be called by the
Chairman upon request of any two (2) directors or the president of
the corporation.
Section 2.09 Place of Meetings. Any meeting of the directors of the
corporation may be held at the corporation's principal office in the
State of Nevada or at such other place in or out of the United States
as the Board of Directors may designate. A waiver of notice signed by
the directors may designate any place for holding of such meeting.
Section 2.10 Notice of Meetings. Except as otherwise provided in
Section 2.07, the Chairman shall deliver to all directors written or
printed notice of any special meeting, at least 48 hours before the
time of such meeting, by delivery of such notice personally or
mailing such notice first class mail or by telegram. If mailed, the
notice shall be deemed delivered two (2) business days following the
date the same is deposited in the United States mail, postage
prepaid. Any director may waive notice o such a meeting, and the
attendance of a director at such a meeting shall constitute a waiver
of notice of such meeting, unless such attendance is for the express
purpose of objecting to the transaction of business thereat because
the meeting is not properly called or convened.
Section 2.11 Quorum, adjourned Meetings.
(a) A majority of the Board of Directors in office shall constitute a
quorum.
(b) At any meeting of the Board of Directors where a quorum is
present, a majority of those present may adjourn, from time to time,
until a quorum is present, and no notice of such adjournment shall be
required. At any adjourned meeting where a quorum is present, any
business may be transacted which could have been transacted at the
meeting originally called.
Section 2.12 Action without Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee
thereof ma be taken without a meeting if
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a written consent thereto is signed by all of the members of the
Board of Directors or of such committee. Such written consent or
consents shall be filed with the minutes of the proceedings of the
Board of Directors or committee. Such action by written consent shall
have the same force and effect as the unanimous vote of the Board of
Directors or committee.
Section 2.13 Telephonic Meetings. Meetings of the Board of Directors
may be held through the use of a conference telephone or similar
communications equipment so long as all members participating in such
meeting can hear one another at the time of such meeting.
Participation in such a meeting constitutes presence in person at
such meeting. Each person participating in the meeting shall sign the
minutes thereof which may be in counterparts.
Section 2.14 Board Decisions. The affirmative vote of a majority of
the directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors.
Section 2.15 Powers and Duties.
(a) Except as otherwise provided in the Articles of Incorporation or
the laws of the State of Nevada, the Board of Directors is invested
with complete and unrestrained authority to manage the affairs of the
corporation, and is authorized to exercise for such purpose as the
general agent of the corporation, its entire corporate authority in
such a manner as it Sees fit. The Board of Directors may delegate any
of its authority to manage, control or conduct the current business
of the corporation to any standing or special committee or to any
officer or agent and to appoint any persons to be agents of the
corporation with such powers including the power to sub delegate, and
upon such terms as my be deemed fit.
(b) The Board of Directors shall present to the stockholders at
annual meetings of the stockholders, and when called for by a
majority vote of the stockholders at a special meeting of the
stockholders, a full and clear statement of the condition of the
corporation, and shall, at request, furnish each of the stockholders
with a true copy thereof.
(c) The Board of Directors, in its discretion, may submit any
contract or act for approval or ratification at any annual meeting of
the stockholders or any special meeting properly called for the
purpose of considering any such contract or act, provide a quorum is
preset. The contract or act shall be valid and binding upon the
corporation and upon all stockholders thereof, if approved and
ratified by the affirmative vote of a majority of the stockholders at
such meeting.
Section 2.16 Compensation. The directors shall be allowed and paid
all necessary expenses incurred in attending any meetings of the
Board of Directors, and shall be entitle to receive such compensation
for their services as directors as shall be determined form time to
time by the Board of Directors of any committee thereof.
Section 2.17 Board of Directors.
(a) At its annual meeting, the Board of Directors shall elect, from
among its members, a Chairman to preside at meetings of the Board of
Directors. The Board of Directors
<PAGE>
may also elect such other board officers as it may, from time to
time, determine advisable.
(b) Any vacancy in any board office because of death, resignation,
removal or otherwise may be filled b the Board of Directors for the
unexpired portion of the term of such office.
Section 2.18 Order of Business. The order of business at any meeting
of the Board of Directors shall be as follows:
1. Determination of members present and existence of quorum;
2. Reading and approval of minutes of any previous meeting or
meetings;
3. Reports of officers and committeemen;
4. Election of officers (annual meeting);
5. Unfinished business;
6. New business; and
7. Adjournment.
ARTICLE III
OFFICERS
Section 3.01 Election. The Board of Directors, at its first meeting
following the annual meeting of shareholders, shall elect a
President, a Secretary and a Treasurer to hold office for a term of
one (1) year and until their successors are elected and qualified.
Any person may hold two or more offices. The Board of Directors may,
from time to time, by resolution, appoint one or more Vice-
Presidents, Assistant Secretaries, Assistant Treasurers and transfer
agents of the corporation as it may deem advisable; prescribe their
duties; and fix their compensation.
Section 3.02 Removal; Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed by it with or
without cause. Any office may resign at any time upon written notice
to the corporation without prejudice to the rights, if any, of the
corporation under contract to which the resigning officer is a party.
Section 3.03 Vacancies. Any vacancy in any office because of death,
resignation, removal or otherwise may be filled by the Board of
Directors for this unexpired term or such office.
Section 3.04 President. The President shall be deemed the general
manager and executive officer of the corporation, subject to the
supervision and control of the Board of
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Directors, and shall direct the corporate affairs, with full power to
execute all resolutions and orders of the Board of Directors not
especially entrusted to some other officer of the corporation. The
President shall preside at all meetings of the stockholders and shall
perform such other duties as shall be prescribed by the Board of
Directors.
Unless otherwise ordered by the Board of Directors, the President
shall have the full power and authority on behalf of the corporation
to attend and to act and to vote at meetings of the stockholders of
any corporation in which the corporation may hold stock and, at such
meetings, shall possess and may exercise any and all rights and
powers incident to the ownership of such stock. The Board of
Directors, by resolution from time to time, may confer like powers on
an person or persons in place of the President to represent the
corporation for these purposes.
Section 3.05 Vice President. The Board of Directors may elect one or
more Vice Presidents who shall be vested with all the powers and
perform all the duties of the President whenever the President is
absent or unable to act, including the signing of the certificates of
stock issued by the corporation, and the Vice President shall perform
such other duties as shall be prescribed by the Board of Directors.
Section 3.06 Secretary. The Secretary shall keep the minutes of all
meetings of the stockholders and the Board of Directors in books
provide for that purpose. The secretary shall attend to the giving
and service of all notices of the corporation, may sign with the
President in the name of the corporation all contracts authorized by
the Board of Directors or appropriate committee, shall have the
custody of the corporate seal, shall affix the corporate seat to all
certificates of stock duly issued by the corporation, shall have
charge of stock certificate books, transfer books and stock ledgers,
and such other books and papers as the Board of Directors or
appropriate, committee may direct, and shall, in general, perform all
duties incident to the office of the Secretary. All corporate books
kept by the Secretary shall be open for examination by any director
at any reasonable time.
Section 3.07 Assistant Secretary. The Board of Directors may appoint
an Assistant Secretary who shall have such powers and perform such
duties as may be prescribed for him by the Secretary of the
corporation or by the Board of Directors.
Section 3.08 Treasurer. The Treasurer shall be the chief financial
officer of the corporation, subject to the supervision and control of
the Board of Directors, and shall have custody of all the funds and
securities of the corporation. When necessary or proper, the
Treasurer shall endorse on behalf of the corporation for collection
checks, notes, and other obligations, and shall deposit all moneys to
the credit of the corporation in such bank or banks or other
depository as the Board of Directors may designate, and shall sign
all receipts and vouchers for payments by the corporation. Unless
otherwise specified by the Board of Directors, the Treasurer shall
sign with the President all bills of exchange and promissory notes of
the corporation, shall also have the care and custody of the stocks,
bonds, certificates, vouchers, evidence of debts, securities, and
such other property belonging to the corporation as the Board of
Directors shall designate, and shall sign all papers required by law,
by these Bylaws, or by the
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Board of Directors to be signed by the Treasurer. The Treasurer shall
enter regularly in die books of the corporation, to be kept for that
purpose, full and accurate accounts of all moneys received and paid
on account of the corporation and, whenever required by the Board of
Directors, the Treasurer shall render a statement of any or all
accounts. The Treasurer shall at all reasonable times exhibit the
books of account to any directors of the corporation and shall
perform all acts incident to the position of the Treasurer subject to
the control of the Board of Directors.
The Treasurer shall, if required by the Board of Directors, give bond
to the corporation in such sum and with such security as shall be
approved by the Board of Directors for the faithful performance of
all the duties of Treasurer and for restoration to the corporation,
in the event of the Treasure's death, resignation, retirement or
removal from office, of all books, records, papers, vouchers, money
and other property belonging to the corporation. The expense of such
bond shall be borne by the corporation.
Section 3.09. Assistant Treasurer. 'Me Board of Directors may appoint
an Assistant Treasurer who shall have such powers and perform such
duties as may be prescribed by the Treasurer of the corporation or by
the Board of Directors, and the Board of Directors may require the
Assistant Treasurer to give a bond to the corporation in such sum and
with such security as it may approve, for the faithful performance of
the duties of Assistant Treasurer, and for restoration to the
corporation, in the event of the Assistant Treasurer's death,
resignation, retirement or removal from office, of all books,
records, papers, vouchers, money and other property belonging to the
corporation. The expense of such bond shall be borne by the
corporation.
ARTICLE IV
CAPITAL STOCK
Section 4.01 Issuance. Shares of capital stock of the corporation
shall be issued in such manner and at such times and upon such
conditions as shall be prescribed by the Board of Directors.
Section 4.02 Certificates. Ownership in the corporation shall be
evidenced by certificates for shares of the stock in such form as
shall be prescribed by the Board of Directors, shall be under the
seat of the corporation and shall be signed by the President or a
Vice-President and also by the Secretary or an Assistant Secretary.
Each certificate shall contain the then name of the record holder,
the number, designation, if any, class or series of shares
represented, a statement of summary of any applicable rights,
preferences, privileges or restrictions thereon, and a statement that
the shares are assessable, if applicable. AU certificates shall be
consecutively numbered. The name, address and federal tax
identification number of the stockholder, the number of shares, and
the date of issue shall be entered on the stock transfer books of the
corporation.
Section 4.03 Surrender; Lost or Destroyed Certificates. All
certificates surrendered to the corporation, except those
representing shares of treasury stock, shall be canceled and no new
certificate shall be issued until the former certificate for a like
number of shams hall have been canceled, except that in ease of a
lost, stolen, destroyed or mutilated certificate, a new one
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may be issued therefore. However, any stockholder applying for the
issuance of a stock certificate in lieu of one alleged to have been
lost, stolen, destroyed or mutilated shall, prior to the issuance of
a replacement, provide the corporation with his, her or its affidavit
of the facts surrounding the loss, theft, destruction or mutilation
and if required by the Board of Directors, an indemnity bond in any
amount and upon such terms as the Treasurer, or the Board of
Directors, shall require. In no case shall the bond be in an amount
less than twice the current market value of the stock and it shall
indemnify the corporation against any loss, damage, cost or
inconvenience arising as a consequence of the issuance of a
replacement certificate.
Section 4.04 Replacement Certificate. When the Articles of
Incorporation are amended in any way affecting the statements
contained in the certificates for outstanding shares of capital stock
of the corporation or it becomes desirable for any reason, including,
without limitation, the merger or consolidation of the corporation
with another corporation or the reorganization of the corporation, to
cancel any outstanding certificate for shares and issue a new
certificate for shares, the corporation shall issue an order for
stockholders of record, to surrender and exchange the same for now
certificates within a reasonable time to be fixed by the Board of
Directors. The order may provide that a holder of any certificate (s)
ordered to be surrendered shall not be entitled to vote, receive
dividends or exercise any other rights of stockholders until the
holder has complied with the order, provided that such order operates
to suspend such rights only after notice and until compliance.
Section 4.05 Transfer of Shares. No transfer of stock shall be valid
as against the corporation except on surrender and cancellation of
the certificates therefore accompanied by an assignment or transfer
by the registered owner made either in person or under assignment
. Whenever any transfer shall be expressly made for collateral
security and not absolutely, the collateral nature of the transfer
shall be reflected in the entry of transfer on the books of the
corporation.
Section 4.06 Transfer Agent. The Board of Directors may appoint one
or more transfer agents and registrars of transfer and may require
all certificates for shares of stock to bear the signature of such
transfer agent and such registrar of transfer.
Section 4.07 Stock Transfer Books. The stock transfer books shall be
closed for a period of at least ten (IO) days prior to all meetings
of the stockholders and shall be closed for the payment of dividends
as provided in Article V hereof and during such periods as, from time
to time, may be fixed by the Board of Directors, and, during such
periods, no stock shall be transferable.
Section 4.08 Miscellaneous. The Board of Directors shall have the
power and authority to make such rules and regulations not
inconsistent herewith as it may deem expedient concerning the issue,
transfer, and registration of certificates for shares of the capital
stock of the corporation.
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ARTICLE V
DIVEDENDS
Section 5.01 Dividends. Dividends may be declared, subject to the
provisions of the laws of the State of Nevada and the Articles of
Incorporation, by the Board of Directors at any regular or special
meeting and may be paid in cash, property, shares of the corporation
stock, or any other medium. The Board of Directors may fix in advance
a record date, as provided in Section 1.06 of these Bylaws, prior to
the dividend payment for purpose of determining stockholders entitled
to receive payment of any dividend. The Bond of Directors may close
the stock transfer books for such purpose for a period of not more
than ten (10) days prior to the payment date of such dividend.
ARTICLE VI
OFFICES; RECORDS, REPORTS; SEAL AND FINANCIAL MATTERS
Section 6.01 Principal Office. The principal office of the
corporation is in the State of Nevada at 500 N. Rainbow, Suite 300,
Las Vegas, Nevada 89107. The Board of Directors may from time to
time, by resolution, change the location of the principal office
within the State of Nevada. The corporation may also maintain an
office or offices at such other place or places, either within or
without the State of Nevada, as may be resolved, from time to time,
by the Board of Directors.
Section 6.02 Records. The stock transfer books and a certified copy
of the Bylaws, Articles of Incorporation, any amendments thereto, and
the minutes of the proceedings of stockholders, the Board of
Directors, and Committees of the Board of Directors shall be kept at
the principal office of the corporation for the inspection of all who
have the right to see the same and for the transfer of stock. All
other books of the corporation shall be kept at such places as may be
prescribed by the Board of Directors.
Section 6.03 Financial Report on Request. Any stockholder or
stockholders holding at least five percent (5"1*) of the outstanding
shares of any class of stock may make a written request for an income
statement of the corporation for the three (3) month, six (6) month
or nine (9) month period of the current fiscal year ended more than
thirty (30) days prior to the date of the request and a balance sheet
of the corporation as of the end of such period. In addition, if no
annual report of the last fiscal year has been sent to stockholders,
such stockholder or stockholders may make a request for a balance
sheet as of the end of such fiscal year and an income statement and
statement of changes in financial position for such fiscal year. The
statements shall be delivered or mailed to the person making the
request within thirty (30) days thereafter. A copy of the statements
shall be kept on file in the principal office of the corporation for
twelve (12) months, and such copies shall be exhibited at all
reasonable times to any stockholder demanding an examination of them
or a copy shall be exhibited to each stockholder. Upon request by any
stockholder, there shall be mailed to the stockholder a copy of the
last annual, semiannual or quarterly income statement which it has
prepared and a balance sheet as of
<PAGE>
the end of the period. The financial statements referred to in this
Section 6.03 shall be accompanied by the report thereon, if any, of
any independent accountants engaged by the corporation or the
certificate of an authorized officer of the corporation that such
financial statements were prepared without audit from the books and
records of the corporation.
Section 6.04 Right of Inspection.
(a) The accounting and records and minutes of proceedings of the
stockholders and the Board of Directors shall be open to inspection
upon the written demand of any stockholder or holder of a voting
trust certificate at any reasonable time during usual business hours
for a purpose reasonably related to such holder's interest as a
stockholder or as the holder of such voting trust certificate. This
right of inspection shall extend to the records of the subsidiaries,
if any, of the corporation. Such inspection may be made in person or
by agent or attorney, and the right of inspection includes the right
to copy and make extracts.
(b) Every director shall have the absolute right at any reasonable
time to inspect and copy all books, records, and documents of every
kind and to inspect the physical properties of the corporation and/ or
its subsidiary corporations. Such inspection may be made in person or
by agent or attorney, and the right of inspection includes the right
to copy and make extracts.
Section 6.05 Corporate Seal. The Board of Directors may, by
resolution, authorize a seal, and the seal may he used by causing it,
or a facsimile, to be impressed or affixed or reproduced or
otherwise. Except when otherwise specifically provided herein, any
officer of the corporation shall have the authority to affix the seat
to any document requiring it.
Section 6.06 Fiscal Year-End. The fiscal year-end of the corporation
shall be such date as may be fixed from time to time by resolution by
the Board of Directors.
Section 6.07 Reserves. The Board of Directors may create, by
resolution, out of the earned surplus of the corporation such
reserves as the directors may, from time to time, in their
discretion, think proper to provide for contingencies, or to equalize
dividends or to repair or maintain any property of the corporation,
or for such other purpose as the Board of Directors may deem
beneficial to the corporation, and the directors may modify or
abolish any such reserves in the manner in which they were created.
Section 6.08 Payments to Officers or Directors. Any payments made to
an officer or director of the corporation, such as salary,
commission, bonus, interest, rent or entertainment expense, which
shall be disallowed by the Internal Revenue Service in whole or in
part as a deductible expense by the corporation, shall be reimbursed
by such officer or director to the corporation to the Ml extent of
such disallowance. It shall be the duty of the Board of Directors to
enforce repayment of each such amount disallowed. In lieu of direct
reimbursement by such officer or director, the Board of Directors may
withhold future compensation to such officer or director until the
amount owed to the corporation has been recovered.
<PAGE>
ARTICLE VII
INDEMNIFICATION
Section 7.01 In General. Subject to Section 7.02, the corporation
shall indemnify any director, officer, employee or agent of the
corporation, or any person serving in any such capacity of any other
entity or enterprise at the request of the corporation, against any
and all legal expenses (including attorneys' fees), claims and/ or
liabilities arising out of any action, suit or proceeding, except an
action by or in the right of the corporation.
Section 7.02 Lack of Good Faith. -Criminal Conduct. The corporation
may, by shall not be required to, indemnify any person where such
person acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, where there was not
reasonable cause to believe the conduct was unlawful. 'Be termination
of any action, suit or proceeding by judgment, order or settlement,
conviction, or upon a plea of nolo contenders or its equivalent,
shall not, of itself, create a presumption that the person did not
act in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, there was reasonable
cause to believe that the conduct was unlawful.
Section 7.03 Successful Defense of Actions. The corporation shall
reimburse or otherwise indemnify any director, officer, employee, or
agent against legal expenses (including attorneys' fees) actually and
reasonably incurred in connection with defense of any action, suit,
or proceeding herein above referred to, to the extent such person is
successful on the merits or otherwise.
Section 7.04 Authorization. Indemnification shall be made by the
corporation only when authorized in the specific case and upon a
determination that indemnification is proper by:
(1) The stockholders;
(2) A majority vote of a quorum of the Board of Directors, consisting
of directors who were not parties to the action, suit, or proceeding;
or
(3) Independent legal counsel in a written opinion, if a quorum of
disinterested directors so orders or if a quorum of disinterested
directors so orders or if a quorum of disinterested directors =not be
obtained.
Section 7.05 Advancing, Expenses' Expenses incurred in defending
any action, suit, or proceeding may be paid by the corporation in
advance of the final disposition, when authorized by the Board of
Directors, upon receipt of an undertaking by or on behalf of the
person defending to repay such advances if indemnification is not
ultimately available under these provisions.
Section 7.06 Continuing Indemnification. The indemnification provided
by these
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Bylaws shall continue as to a person who has ceased to be director,
officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
Section 7.07 Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation or who is or was serving at the
request of the corporation in any capacity against any liability
asserted.
ARTICLE VIII
BYLAWS
Section 8.01 Amendment. These Bylaws may be altered, amended or
repealed at any regular meeting of the Board of Directors without
prior notice, or at any special meeting of the Board of Directors if
notice of such alteration, amendment or repeal be contained in the
notice of such alteration, amendment or repeal be contained in the
notice of such special meeting. These Bylaws may also be altered,
amended, or repealed at a meeting of the stockholders at which a
quorum is present by the affirmative vote of the holders of 51% of
the capital stock of the corporation entitled to vote or by the
consent of the stockholders in accordance with Section 1. 12 of these
Bylaws. The stockholders may provide by resolution that any Bylaw
provision repealed, amended, adopted or altered by them may not be
repealed amended, adopted or altered by the Board of Directors.
CERTIFICATION
-------------
I, the undersigned, being the duly elected secretary of the
corporation, do hereby certify that the foregoing Bylaws were adopted
by the Board of Directors this 19 day of May, 2000.
/s/ Benedict Paglia
Benedict Paglia, Secretary
CORPORATE SEAL
