BY-LAWS
OF
A Nevada Corporation
ARTICLE I - OFFICES
The registered office of the Corporation in the State of Nevada shall be
located in the City and
State designated in the Articles of Incorporation. The Corporation may also
maintain offices at
such other places within or without the State of Nevada as the Board of
Directors may, from
time to time, determine.
A RTICLE 1 - MEETING OF SHAREHOLDERS
Section l-Annual Meetings -(Chapter78.310)
The annual meeting of the shareholders of the Corporation shall be held at
the time fixed, from
time to time, by the Directors.
Section 2 - Special Meetings: (Chapter 78.3 1 0)
Special meetings of the shareholders may be called by the Board of Directors
or such person or
persons authorized by the Board of Directors and shall be held within or
without the State of
Nevada.
Section 3-Place of Meetings - (Chapter78,310)
Meetings of shareholders shall be held at the registered office of the
Corporation, or at such
other places, within or without the State of Nevada as the Directors may from
time to time fix.
If no designation is made, the meeting shall be held at the Corporation's
registered office in the
state of Nevada.
Section 4 - Notice of (Section 78.370)
(a) Written or printed notice of each meeting of shareholders, whether annual
or special,
signed by the president, vice president or secretary, stating the time when
and place where it is
to be held, as well as the purpose or purposes for which the meeting is
called, shall be served
either personally or by mail, by or at the direction of the president, the
secretary, or the officer
or the person calling the meeting, not less than ten or more than sixty days
before the date of
the meeting, unless the lapse of the prescribed time shall have been waived
before or after the
taking of such action, UPON each shareholder of record entitled to vote at
such meeting, and to
any other shareholder to whom the giving of notice may be required by law.
If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
addressed to the
shareholder as it appears on the share transfer records of the Corporation or
to the current
address, which a shareholder has delivered to the Corporation in a written
notice.
*Unless otherwise stated herein all references to "Sections" in these Bylaws
refer to those
sections contained in Title 78 of the Nevada Private Corporations Law.
NV Bylaws-1
Further notice to a shareholder is not required when notice of two
consecutive annual
meetings, and all notices of meetings or of the taking of action by written
consent without a
meeting to him or her during the period between those two consecutive annual
meetings; or all,
and at least two payments sent by first-class mail of dividends or interest
on securities during a
12-month period have been mailed addressed to him or her at his or her
address as shown on
the records of the Corporation and have been returned undeliverable.
Section 5 - Quorum (Section 78.320)
(a) Except as otherwise provided herein, or by law, or in the Articles of
Incorporation (such
Articles and any amendments thereof being hereinafter collectively referred
to as the "Articles
of Incorporation"), a quorum shall be present at all meetings of
shareholders of the
Corporation, if the holders of a majority of the shares entitled to vote on
that matter are
represented at the meeting in person or by proxy.
(b) The subsequent withdrawal of any shareholder from the meeting, after
the
commencement of a meeting, or the refusal of any shareholder represented in
person or by
proxy to vote, shall have no effect on the existence of a quorum, after a
quorum has been
established at such meeting.
(c) Despite the absence of a quorum at any meeting of shareholders, the
shareholders
present may adjourn the meeting.
Sectign_6 Voting and Acting (Section 78.320 & 78.350)
(a) Except as otherwise provided by law, the Articles of Incorporation,
or these Bylaws, any
corporate action, the affirmative vote of the majority of shares entitled to
vote on that matter
and represented either in person or by proxy at a meeting of shareholders at
which a quorum
is present, shall be the act of the shareholders of the Corporation.
(b) Except as otherwise provided by statute, the Certificate of
Incorporation, or these
bylaws, at each meeting of shareholders, each shareholder of the Corporation
entitled to vote
thereat, shall be entitled to one vote for each share registered in his name
on the books of the
Corporation. (c) Where appropriate communication facilities are reasonably
available, any or
all shareholders shall have the right to participate in any shareholders'
meeting, by means of
conference telephone or any means of communications by which all persons
participating in
the meeting are able to hear each other.
Section 7 - Proxies: (Section 78.355)
Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do
so either in person or by proxy, so long as such proxy is executed in
writing by the
shareholder himself, his authorized officer, director, employee or agent or
by causing the
signature of the stockholder to be affixed to the writing by any reasonable
means, including,
but not limited to, a facsimile signature, or by his attorney-in-fact there
unto duly authorized
in writing. Every proxy shall be revocable at will unless the proxy
conspicuously states that it
is irrevocable and the proxy is coupled with an interest. A telegram,
telex, cablegram, or
similar transmission by the shareholder, or a photographic, photostatic,
facsimile, shall be
treated as a valid proxy, and treated as a substitution of the original
proxy, so long as such
transmission is a complete reproduction executed by the shareholder. If it
is determined that
the telegram, cablegram or
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other electronic transmission is valid, the persons appointed by the
Corporation to count the
votes of shareholders and determine the validity of proxies and ballots or
other persons making
those determinations must specify the information upon which they relied. No
proxy shall be
valid after the expiration of six months from the date of its execution,
unless otherwise
provided in the proxy. Such instrument shall be exhibited to the Secretary
at the meeting and
shall be filed with the records of the Corporation. If any shareholder
designates two or more
persons to act as proxies, a majority of those persons present at the
meeting, or, if one is
present, then that one has and may exercise all of the powers conferred by
the shareholder
upon all of the persons so designated unless the shareholder provides
otherwise.
Section 8-Action without a Meeting (Section 78.320)
Unless otherwise provided for in the Articles of Incorporation of the
Corporation, any action
to be taken at any annual or special shareholders' meeting, may be taken
without a meeting,
without prior notice and without a vote if written consents are signed by a
majority of the
shareholders of the Corporation, except however if a different proportion of
voting power is
required by law, the Articles of Incorporation or these Bylaws, than that
proportion of written
consents is required. Such written consents must be filed with the minutes
of the proceedings
of the shareholders of the Corporation.
ARTICLE III BOARD OF DIR.ECTORS
Section I - Number, Term Election and Qualifications: (Section 78.115, 78.330)
(a) The first Board of Directors and all subsequent Boards of the Corporation
shall consist
of unless and until otherwise determined by vote of a majority of the entire
Board of Directors.
The Board of Directors or shareholders all have the power, in the interim
between annual and
special meetings of the shareholders, to increase or decrease the number of
Directors of the
Corporation. A Director need not be a shareholder of the Corporation unless
the Certificate of
Incorporation of the Corporation or these Bylaws so require.
(b) Except as may otherwise be provided herein or in the Articles of
Incorporation, the
members of the Board of Directors of the Corporation shall be elected at the
first annual
shareholders' meeting and at each annual meeting thereafter, unless their
terms are staggered in
the Articles of incorporation of the Corporation or these Bylaws, by a
plurality of the votes
cast at a meeting of shareholders, by the holders of shares entitled to vote
in the election.
(c) The first Board of Directors shall hold office until the first annual
meeting of
shareholders and until their successors have been duly elected and qualified
or until there is a
decrease in the number of Directors. Thereinafter, Directors will be elected
at the annual
meeting of shareholders and shall hold office until the annual meeting of the
shareholders next
succeeding his election, unless their terms are staggered in the Articles of
Incorporation of the
Corporation (so long as at least one - fourth in number of the Directors of
the Corporation are
elected at each annual shareholders' meeting) or these Bylaws, or until his
prior death,
resignation or removal. Any Director may resign at any time upon written
notice of such
resignation to the Corporation.
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(d) All Directors of the Corporation shall have equal voting power unless the
Articles of
Incorporation of the Corporation provide that the voting power of individual
Directors or
classes of Directors are greater than or less than that of any other
individual Directors or
classes of Directors, and the different voting powers may be stated in the
Articles of
Incorporation or may be dependent upon any fact or event that may be
ascertained outside the
Articles of Incorporation if the manner in which the fact or event may
operate on those voting
powers is stated in the Articles of Incorporation. If the Articles of
Incorporation provide that
any Directors have voting power greater than or less than other Directors of
the Corporation,
every reference in these Bylaws to a majority or other proportion of
Directors shall be deemed
to refer to majority or other proportion of the voting power of all the
Directors or classes of
Directors, as may be required by the Articles of Incorporation.
Section 2 - Duties and Powers: (Section 78.120)
The Board of Directors shall be responsible for the control and management of
the business
and affairs, property and interests of the Corporation, and may exercise all
powers of the
Corporation, except such as those stated under Nevada state law, are in the
Articles of
Incorporation or by these
Bylaws, expressly conferred upon or reserved to the shareholders or any other
person or
persons named therein.
Section 3 - Regular Meetings - Notice. (Section 78.3 1 0)
(a) A regular meeting of the Board of Directors shall be held either within
or without the
State of Nevada at such time and at such place as the Board shall fix.
(b) No notice shall be required of any regular meeting of the Board of
Directors and, if
given, need not specify the purpose of the meeting; provided, however, that
in case the Board
of Directors shall fix or change the time or place of any regular meeting
when such time and
place was fixed before such change, notice of such action shall be given to
each director who
shall not have been present at the meeting at which such action was taken
within the time
limited, and in the manner set forth in these Bylaws with respect to special
meetings, unless
such notice shall be waived in the manner set forth in these Bylaws.
Section 4 - Special Meetin2s, Notice: (Section 78.3 1 0)
(a) Special meetings of the Board of Directors shall be held at such time and
place as may be
specified in the respective notices or waivers of notice thereof.
(b) Except as otherwise required statute, written notice of special meetings
shall be mailed
directly to each Director, addressed to him at his residence or usual place
of business, or
delivered orally, with sufficient time for the convenient assembly of
Directors thereat, or shall
be sent to him at such place by telegram, radio or cable, or shall be
delivered to him personally
or given to him orally, not later than the day before the day on which the
meeting is to be held.
If mailed, the notice of any special meeting shall be deemed to be delivered
on the second day
after it is deposited in the United States mails, so addressed, with postage
prepaid. If notice is
given by telegram, it shall be deemed to be delivered when the telegram is
delivered to the
telegraph
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company. A notice, or waiver of notice, except as required by these Bylaws,
need not specify
the business to be transacted at or the purpose or purposes of the meeting.
(c) Notice of any special meeting shall not be required to be given to any
Director who shall
attend such meeting without protesting prior thereto or at its commencement,
the lack of
notice to him, or who submits a signed waiver of notice, whether before or
after the meeting.
Notice of any adjourned meeting shall not be required to be given.
Section 5 - Chairperson:
The Chairperson of the Board, if any and if present, shall preside at all
meetings of the Board
of Directors. If there shall be no Chairperson, or he or she shall be absent
' then the President
shall preside, and in his absence, any other director chosen by the Board of
Directors shall
preside.
Section 6 - Quorum and Adjournments: (Section 78.315)
(a) At all meetings of the Board of Directors, or any committee thereof, the
presence of a
majority of the entire Board, or such committee thereof, shall constitute a
quorum for the
transaction of business, except as otherwise provided by law, by the
Certificate of
Incorporation, or these Bylaws.
(b) A majority of the directors present at the time and place of any regular
or special
meeting, although less than a quorum, may adjourn the same from time to time
without notice,
whether or not a quorum exists. Notice of such adjourned meeting shall be
given to Directors
not present at time of the adjournment and, unless the time and place of the
adjourned meeting
are announced at the time of the adjournment, to the other Directors who were
present at the
adjourned meeting.
Section 7 - Manner of Acting - (Section 78.315)
(a) At all meetings of the Board of Directors, each director present shall
have one vote,
irrespective of the number of shares of stock, if any, which he may hold.
(b) Except as otherwise provided by law, by the Articles of Incorporation, or
these bylaws,
action approved by a majority of the votes of the Directors present at any
meeting of the Board
or any committee thereof, at which a quorum is present shall be the act of
the Board of
Directors or any committee thereof.
(c) Any action authorized in writing made prior or subsequent to such action,
by all of the
Directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act
of the Board of Directors, or any committee thereof, and have the same force
and effect as if
the same had been passed by unanimous vote at a duly called meeting of the
Board or
committee for all purposes.
(c) Where appropriate communications facilities are reasonably available, any
or all directors
shall have the right to participate in any Board of Directors meeting, or a
committee of the
Board of Directors meeting, by means of conference telephone or any means of
communications by which all persons participating in the meeting are able to
hear each other.
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Section 8 - Vacancies: (Section 78.335)
(a) Unless otherwise provided for by the Articles of Incorporation of the
Corporation, any
vacancy in the Board of Directors occurring by reason of an increase in the
number of
directors, or by reason of the death, resignation, disqualification, removal
or inability to act of
any director, or other cause, shall be filled by an affirmative vote of a
majority of the remaining
directors, though less than a quorum of the Board or by a sole remaining
Director, at any
regular meeting or special meeting of the Board of Directors called for that
purpose except
whenever the shareholders of any class or classes or series thereof are
entitled to elect one or
more Directors by the Certificate of Incorporation of the Corporation,
vacancies and newly
created directorships of such class or classes or series may be filled by a
majority of the
Directors elected by such class or classes or series thereof then in office,
or by a sole remaining
Director so elected.
(b) Unless otherwise provided for by law, the Articles of Incorporation or
these Bylaws,
when one or more Directors shall resign from the board and such resignation
is effective at a
future date, a majority of the directors, then in office, including those who
have so resigned,
shall have the power to fill such vacancy or vacancies, the vote otherwise to
take effect when
such resignation or resignations shall become effective.
Section--9 --Resignation. (Section 78.335)
A Director may resign at any time by giving written notice of such
resignation to the
Corporation.
Section 10 - Removal: (Section 78.335)
Unless otherwise provided for by the Articles of Incorporation, one or more
or all the
Directors of the Corporation may be removed with or without cause at anv time
by a vote of
two-thirds of the shareholders entitled to vote thereon, at a special meeting
of the shareholders
called for that purpose, unless the Articles of Incorporation provide that
Directors may only be
removed for cause, provided however, such Director shall not be removed if
the Corporation
states in its Articles of Incorporation that its Directors shall be elected
by cumulative voting
and there are a sufficient number of shares cast against his or her removal,
which if
cumulatively voted at an election of Directors would be sufficient to elect
him or her. If a
Director was elected by a voting group of shareholders, only the shareholders
of that voting
group may participate in the vote to remove that Director
Section 11 Compensation: (Section 78.140)
The Board of Directors may authorize and establish reasonable compensation of
the Directors
for services to the Corporation as Directors, including, but not limited to
attendance at any
annual or special meeting of the Board.
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Section 12 - Committees; (Section 78.125)
Unless otherwise provided for by the Articles of Incorporation of the
Corporation, the Board
of Directors, may from time to time designate from among its members one or
more
committees, and alternate members thereof, as they deem desirable, each
consisting of one or
more members, with such powers and authority (to the extent permitted by law
and these
Bylaws) as may be provided in such resolution. Unless the Articles of
Incorporation or
Bylaws state otherwise, the Board of Directors may appoint natural persons
who are not
Directors to serve on such committees authorized herein. Each such
committee shall serve at
the pleasure of the Board and, unless otherwise stated by law, the
Certificate of Incorporation
of the Corporation or these Bylaws, shall be governed by the rules and
regulations stated
herein regarding the Board of Directors.
ARTICLE IV - OFFICERS
Section 1 Number, Qualifications, Election and Term of
Office:
(Section 78.130)
(a) The Corporation's officers shall have such titles and duties as shall be
stated in these
Bylaws or in a resolution of the Board of Directors which is not inconsistent
with these
Bylaws. The officers of the Corporation shall consist of a president,
secretary and treasurer,
and also may have one or more vice presidents, assistant secretaries and
assistant treasurers
and such other officers as the Board of Directors may from time to time deem
advisable. Any
officer may hold two or more offices in the Corporation.
(b) The officers of the Corporation shall be elected by the Board of
Directors at the regular
annual meeting of the Board following the annual meeting of shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next
succeeding his election, and until his successor shall have been duly elected
and qualified,
subject to earlier termination by his or her death, resignation or removal.
Sectign 2 -Resignation:
Any officer may resign at any time by giving written notice of such
resignation to the
Corporation.
Section 3 - Removal:
Any officer elected by the Board of Directors may be removed, either with or
without cause,
and a successor elected by the Board at any time, and any officer or
assistant officer, if
appointed by another officer, may likewise be removed by such officer.
Section 4 - Vacancies:
(a) A vacancy, however caused, occurring in the Board and any newly created
Directorships
resulting from an increase in the authorized number of Directors may be
filled by the Board of
Directors.
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Section.5 - Bonds:
The Corporation may require any or all of its officers or Agents to post a
bond, or otherwise,
to the Corporation for the faithful performance of their positions or duties.
Section 6 - Compensation:
The compensation of the officers of the Corporation shall be fixed from time
to time by the
Board of Directors.
ARTTCI,F. V - SHARES OF STOCK
Section I - Certificate of Stock: (Section 78.235)
(a) The shares of the Corporation shall be represented by certificates
or shall be uncertificated shares.
(b) Certificated shares of the Corporation shall be signed, (either
manually or by facsimile), by officers or
agents designated by the Corporation for such purposes, and shall certify
the number of shares owned by him
in the Corporation. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent
or transfer clerk, and by a registrar, then a facsimile of the signatures of
the officers or agents, the transfer
agent or transfer clerk or the registrar of the Corporation may be printed
or lithographed upon the certificate
in lieu of the ACTUAL signatures. If the Corporation uses facsimile
signatures of its officers and agents on its
stock certificates, it cannot act as registrar of its own stock, but its
transfer agent and registrar may be
identical if the institution acting in those dual capacities countersigns or
otherwise authenticates any stock
certificates in both capacities. If any officer who has signed or whose
facsimile signature has been placed
upon such certificate, shall have ceased to be such officer before such
certificate is
issued, it may be issued by the Corporation with the same effect as if he
were such officer at the date of its
issue.
(C) If the Corporation issues uncertificated shares as provided for in
these Bylaws, within a reasonable time
after the issuance or transfer of such uncertificated shares, and at least
annually thereafter, the Corporation
shall send the shareholder a written statement certifying the number of
shares owned by such shareholder in
the Corporation.
(d) Except as otherwise provided by law, the rights and obligations of
the holders of uncertificated shares
and the rights and obligations of the holders of certificates representing
shares of the same class and series
shall be identical.
Section 2 - Los or Destroyed Certificates: (Section 104.8405)
The Board of Directors may direct a new certificate or certificates to be
issued in place of any
certificate or certificates theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed if
the owner:
(a) so requests before the Corporation has notice that the shares have
been acquired by a bona FIDE
purchaser,
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(b) files with the Corporation a sufficient indemnity bond; and
. . (C) satisfies such other requirements, including evidence of such
loss, theft or
destruction, as may be imposed by the Corporation.
Section 3 - Transfer of Shares: (Section 104.8401, 104.8406 & 104.8416)
(a) Transfers or registration of transfers of shares of the Corporation
shall be made on the
stock transfer books of the Corporation by the registered holder thereof, or
by his attorney
duly authorized by a written power of attorney; and in the case of shares
represented by
certificates, only after the surrender to the Corporation of the
certificates representing such
shares with such shares properly endorsed, with such evidence of the
authenticity of such
endorsement, transfer, authorization and other matters as the Corporation
may reasonably
require, and the payment of all stock transfer taxes due thereon.
(b) The Corporation shall be entitled to treat the holder of record of
any share or shares as
the absolute owner thereof for all purposes and, accordingly, shall not be
bound to recognize
any legal, equitable or other claim to, or interest in, such share or shares
on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise
expressly provided by law.
Section 4 - Record Date: (Section 78.215 & 78.350)
(a) The Board of Directors may fix, in advance, which shall not be more
than sixty days
before the meeting or action requiring a determination of shareholders, as
the record date for
the determination of shareholders entitled to receive notice of, or to vote
at, any meeting of
shareholders, or to consent to any proposal without a meeting, or for the
purpose of deter-
mining shareholders entitled to receive payment of any dividends, or
allotment of any rights,
or for the purpose of any other action. If no record date is fixed, the
record date for
shareholders entitled to notice of meeting shall be at the close of business
on the day
preceding the day on which notice is given, or, if no notice is given, the
day on which the
meeting is held, or if notice is waived, at the close of business on the day
before the day on
which the meeting is held.
. (b) The Board of Directors may fix a record date, which shall not
precede the date
upon which the resolution fixing the record date is adopted for
shareholders entitled to
receive payment of any dividend or other distribution or allotment of
any rights of
shareholders entitled to exercise any rights in respect of any change,
conversion
or exchange of stock, or for the purpose of any other lawful action.
A determination of shareholders entitled to notice of or to vote at a
shareholders'
meeting is effective for any adjournment of the meeting unless the
Board of Directors
fixes a new record date for the adjourned meeting.
Section 5 - Fractions of Shares/Scrip, (Section 78.205)
The Board of Directors may authorize the issuance of certificates or payment
of money for
fractions of a share, either represented by a certificate or uncertificated,
which shall entitle the
holder to exercise voting rights, receive dividends and participate in any
assets of the
Corporation in the event of liquidation, in proportion to the fractional
holdings; or it may
authorize the
NV Bylaws-9
payment in case of the fair value of fractions of a share as of the time when
those entitled to
receive such fractions are determined; or it may authorize the issuance,
subject to such
conditions as may be permitted by law, of scrip in registered or bearer form
over the manual or
facsimile signature of an officer or agent of the Corporation or its agent
for that purpose,
exchangeable as therein provided for full shares, but such scrip shall not
entitle the holder to
any rights of shareholder, except as therein provided. The scrip may contain
any provisions or
conditions that the Corporation deems advisable. If a scrip ceases to be
exchangeable for full
share certificates, the shares that would other-wise have been issuable as
provided on the scrip
are deemed to be treasury shares unless the scrip contains other provisions
for their
disposition.
ARTICLE, VI - DIVIDENDS (Section 78.215 & 78.288)
(a) Dividends may be declared and paid out of any funds available therefor,
as often, in such amounts, and at
such time or times as the Board of Directors may determine and shares may be
issued pro rata and without
consideration to the Corporation's shareholders or to the shareholders
of one or more classes or series.
(b) Shares of one class or series may not be issued as a share dividend to
shareholders of another class or
series unless:
(i) so authorized by the Articles of Incorporation;
(ii) a majority of the shareholders of the class or series to be issued
approve the issue; or
(iii)there are no outstanding shares of the class or series of shares that
are authorized to be issued.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be subject to
change by the Board of Directors from
time to time, subject to applicable law.
ARTICLE III CORPORATE SEAL
(Section 78.065)
The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the
Board of Directors. The use of a seal or stamp by the Corporation on corporate
documents is not necessary and the lack thereof shall not in any way affect
the legality of a corporate document.
ARTICLE IX - AMENDMENTS
Section I - By Shareholders:
All Bylaws of the Corporation shall be subject to alteration or repeal, and
new Bylaws may be made, by a
majority vote of the shareholders at the time entitled to vote in the
election of Directors even though these
Bylaws may also be altered, amended or repealed by the Board of
Directors.
Section 2 - By Directors: (Section 78.120)
The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to
time, Bylaws of the Corporation.
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ARTICLE X - WAIVER OF NOTICE: (Section 78.375)
Whenever any notice is required to be given by law, the Articles of
Incorporation or these Bylaws, a
written waiver signed by the person or persons entitled to such notice,
whether before or after the
meeting by any person, shall constitute a waiver of notice of such meeting.
ARTICLE X1 INTERESTED DIRECTORS : (Section 78.140)
No contract or transaction shall be void or voidable if such contract or
transaction is between the
corporation and one or more of its Directors or Officers, or between the
Corporation and any other
corporation, partnership, association, or other organization in which one or
more of its Directors or
Officers, are directors or officers, or have a financial interest, when such
Director or Officer is present
at or participates in the meeting of the Board, or the committee of the
shareholders which authorizes the
contract or transaction or his, her or their votes are counted for such
purpose, if.
(a) the material facts as to his, her or their relationship or interest
and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee and are noted in the
minutes of such meeting, and the Board or committee in good faith authorizes
the contract or transaction
by the affirmative votes of a majority of the disinterested Directors, even
though the disinterested
Directors be less than a quorum; or
(b) the material facts as to his, her or their relationship or
relationships or interest or
interests and as to the contract or transaction are disclosed or are known to
the shareholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the
shareholders; or
(c) the contract or transaction is fair as to the Corporation as of the
time it is authorized,
approved or ratified, by the Board of Directors, a committee of the
shareholders; or
(d) the fact of the common directorship, office or financial interest is
not disclosed or
known to the Director or Officer at the time the transaction is brought
before the Board of Directors of
the Corporation for such action.
Such interested Directors may be counted when determining the presence of a
quorum at the Board of
Directors' or committee meeting authorizing the contract or transaction.
ARTICLE XII - ANNUAL LIST OF OFFICERS, DIRECTORS, AND REGISTERED AGENT;
(Section 78.150 & 78.165)
The Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the
Secretary of State, and annually thereafter on or before the last day of the
month in which the
anniversary date of incorporation occurs each year, file with the Secretary
of State a list of its president,
secretary and treasurer and all of its Directors, along with the post office
box or street address, either
residence or business, and a designation of its resident agent in the state
of Nevada. Such list shall be
certified by an officer of the Corporation.
NV Bylaws-11
