COMMUNICATIONS RESEARCH, INC.
BYLAWS
ARTICLE I-OFFICES
Section 1.1 Office
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The principal office of the corporation within the State of Nevada shall be
located at such place as shall be designated by the Board of Directors.
Section 1.2 Other Offices
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The corporation may also have such other offices, either within or without the
State of Nevada, as the Board of Directors may from time to time determine or
the business of the corporation may require.
ARTICLE II--STOCKHOLDERS
Section 2.1 Annual meeting
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An annual meeting of the stockholders, for the selection of directors to succeed
those whose terms expire and for the transaction of such other business as may
properly come before the meeting, shall be held at a location and at such time
each year as designated by the Board of Directors.
Section 2.2 Special Meetings
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Special meetings of the stockholders, for any purpose or purposes prescribed in
the notice of the meeting, may be called by the Chairman, the Board of
Directors, the President, the chief executive officer, or the holders of not
less than one-tenth of all the shares entitled to vote at the meeting, and shall
be held at such place, on such date, and at such time as they or he shall fix.
Section 2.3 Notice of Meetings
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Written notice of the place, date and time of all meetings of the stockholders
shall be given, not less than ten (10) nor more than sixty (60) days before the
date on which the meeting is to be held, to each stockholder entitled to vote at
such meeting, except as otherwise provided herein or required by law (meaning,
here and hereinafter, as required from time to time by the laws of the State of
Nevada or the Articles of Incorporation).
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When a meeting is adjourned to another place, date or time, written notice need
not be given of the adjourned meeting if the place, date and time thereof are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty days after the
date for which the meeting was originally noticed, or if a new record date is
fixed for the adjourned meeting, written notice of the place, date, and time of
the adjourned meeting shall be given in conformity herewith. At any adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting.
Section 2.4 Quorum
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At any meeting of the stockholders, the holders of a majority of all of the
shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law. If a quorum
shall fail to attend any meeting, the chairman of the meeting or the holders of
a majority of the shares of the stock entitled to vote who are present, in
person or by proxy, may adjourn the meeting to another place, date or time.
If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then except as otherwise required by law) those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such meeting.
Section 2.5 Organization
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Such person as the Board of Directors may have designated or, in the absence of
such a person, the highest ranking officer of the corporation who is present
shall call to order any meeting of the stockholders and act as chairman of the
meeting. In the absence of the Secretary of the corporation, the secretary of
the meeting shall be such person as the chairman appoints.
Section 2.6 Conduct of Business
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The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.
Section 2.7 Proxies and Voting
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At any meeting of the stockholders, every stockholder entitled to vote may vote
in person or by proxy authorized by an instrument in writing filed in accordance
with the procedure established for the meeting.
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Each stockholder shall have one vote for every share of stock entitled to vote
which is registered in his name on the record date for the meeting, except as
otherwise provided herein or required by law.
All voting, except on the election of directors and where otherwise required by
law, may be by a voice vote; provided, however, that upon demand therefor by a
stockholder entitled to vote or his proxy, a stock vote shall be taken. Every
stock vote shall be taken by ballots, each of which shall state the name of the
stockholder or proxy voting and such other information as may be required under
the procedure established for the meeting. Every vote taken by ballots shall be
counted by an inspector or inspectors appointed by the chairman of the meeting.
If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the stockholders, unless the vote of a greater number or voting by
class is required by law, the Articles of Incorporation, or these Bylaws.
Section 2.8 Stock List
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A complete list of stockholders entitled to vote at any meeting of stockholders,
arranged in alphabetical order for each class of stock and showing the address
of each such stockholder and the number of shares registered in his name, shall
be open to the examination of any such stockholder, for any purpose germane to
the meeting, during ordinary business hours for a period of at least ten (10)
days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting, or
if not so specified, at the place where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during the whole
time thereof and shall be open to the examination of any such stockholder who is
present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.
Section 2.9 Participation in Meetings by Conference Telephone
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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 authorized by
the written consent of stockholders holding at least a majority of the voting
power; provided:
(a) That if any greater proportion of voting power is required for such action
at a meeting, then such greater proportion of written consents shall be
required; and
(b) That this general provision shall not supersede any specific provision for
action by written consent required by law.
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ARTICLE III--BOARD OF DIRECTORS
Section 3.1 Number and Term of Office
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The number of directors who shall constitute the whole board shall be such
number not less than one (1) nor more than seven (7) as the Board of directors
shall at the time have designated. Each director shall be selected for a term of
one year and until his successor is elected and qualified, except as otherwise
provided herein or required by law.
Whenever the authorized number of directors is increased between annual meetings
of the stockholders, a majority of the directors then in office shall have the
power to elect such new directors for the balance of a term and until their
successors are elected and qualified. Any decrease in the authorized number of
directors shall not become effective until the expiration of the term of the
directors then in office unless, at the time of such decrease, there shall be
vacancies on the board which are being eliminated by the decrease.
Section 3.2 Vacancies
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If the office of any director becomes vacant by reason of death, resignation,
disqualification, removal or other cause, a majority of the directors remaining
in office, although less than a quorum, may elect a successor for the unexpired
term and until his successor is elected and qualified.
Section 3.3 Regular Meetings
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Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
Section 3.4 Special Meetings
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Special meetings of the Board of Directors may be called by one-third of the
directors then in office or by the chief executive officer and shall be held at
such place, on such date and at such time as they or he shall fix. Notice of the
place, date and time of each such special meeting shall be given by each
director by whom it is not waived by mailing written notice not less than three
days before the meeting or by telegraphing the same not less than eighteen hours
before the meeting. Unless otherwise indicated in the notice thereof, any and
all business may be transacted at a special meeting.
Section 3.5 Quorum
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At any meeting of the Board of Directors, a majority of the total number of the
whole board shall constitute a quorum for all purposes. If a quorum shall fail
to attend any meeting, a majority of those present may adjourn the meeting to
another place, date or time, without further notice or waiver thereof.
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Section 3.6 Participation in Meetings by Conference Telephone
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Members of the Board of Directors or of any committee thereof, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment that enables all persons participating in the
meting to hear each other. Such participation shall constitute presence in
person at such meeting.
Section 3.7 Conduct of Business
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At any meeting of the Board of Directors, business shall be transacted in such
order and manner as the board may from time to time determine, and all matters
shall be determined by the vote of a majority of the directors present, except
as otherwise provided herein or required by law. Action may be taken by the
Board of Directors without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors.
Section 3.8 Powers
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The Board of Directors may, except as otherwise required by law, exercise all
such powers and do all such acts and things as may be exercised or done by the
corporation, including, without limiting the generality of the foregoing, the
unqualified power:
(a) To declare dividends from time to time in accordance with law;
(b) To purchase or otherwise acquire any property, rights or privileges on such
terms as it shall determine;
(c) To authorize the creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or non-negotiable,
secured or unsecured, and to do all things necessary in connection therewith;
(d) To remove any officer of the corporation with or without cause, and from
time to time to devolve the powers and duties of any officer upon any other
person for the time being;
(e) To confer upon any officer of the corporation the power to appoint, remove
and suspend subordinate officers and agents;
(f) To adopt from time to time such stock option, stock purchase, bonus or other
compensation plans for directors, officers and agents of the corporation and its
subsidiaries as it may determine;
(g) To adopt from time to time such insurance, retirement and other benefit
plans for directors, officers and agents of the corporation and its subsidiaries
as it may determine; and
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(h) To adopt from time to time regulations, not inconsistent with these Bylaws,
for the management of the corporation's business and affairs.
Section 3.9 Compensation of Directors
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Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
directors.
Section 3.10 Loans
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The corporation shall not lend money to or use its credit to assist its
officers, directors or other control persons without authorization in the
particular case by the stockholders, but may lend money to and use its credit to
assist any employee, excluding such officers, directors or other control persons
of the corporation or of a subsidiary, if such loan or assistance benefits the
corporation.
ARTICLE IV-COMMITTEES
Section 4.1 Committees of the Board of Directors
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The Board of Directors, by a vote of a majority of the whole board, may from
time to time designate committees of the board, with such lawfully delegable
powers and duties as it thereby confers, to serve at the pleasure of the board
and shall, for those committees and any other provided for herein, elect a
director or directors to serve as the member or members, designating, if it
desires, other directors as alternative members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so designated
may exercise the power and authority of the Board of Directors to declare a
dividend or to authorize the issuance of stock if the resolution which
designates the committee or a supplemental resolution of the Board of Directors
shall so provide. In the absence or disqualification of any member of any
committee and any alternate member in his place, the member or members of the
committee present at the meeting and not disqualified from voting, whether or
not he or they constitute a quorum, may by unanimous vote appoint another member
of the Board of Directors to act at the meeting in the place of the absent or
disqualified member.
Section 4.2 Conduct of Business
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Each committee may determine the procedural rules for meeting and conducting its
business and shall act in accordance therewith, except as otherwise provided
herein or required by law. Adequate provision shall be made for notice to
members of all meetings; a majority of the members shall constitute a quorum
unless the committee shall consist of one or two members, in which event one
member shall constitute a quorum; and all matters shall be determined by a
majority vote of the members present. Action may be taken by any committee
without a meeting if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of such
committee.
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ARTICLE V--OFFICERS
Section 5.1 Generally
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The officers of the corporation shall consist of a president, one or more
vice-presidents, a secretary, a treasurer and such other subordinate officers as
may from time to time be appointed by the Board of Directors. The corporation
may also have a chairman of the board who shall be elected by the Board of
Directors and who shall be an officer of the corporation. Officers shall be
elected by the Board of Directors, which shall consider that subject at its
first meeting after every annual meeting of stockholders. Each officer shall
hold his office until his successor is elected and qualified or until his
earlier resignation or removal. Any number of offices may be held by the same
person, except that the offices of president and secretary shall not be held by
the same person.
Section 5.2 Chairman of the Board
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The chairman of the board shall, subject to the direction of the Board of
Directors, perform such executive, supervisory, and management functions and
duties as may be assigned to him from time to time by the Board of Directors. He
shall, if present, preside at all meetings of the stockholders and of the Board
of Directors.
Section 5.3 President
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The president shall be the chief executive officer of the corporation. Subject
to the provisions of these Bylaws and to the direction of the Board of
Directors, he shall have the responsibility for the general management and
control of the affairs and business of the corporation and shall perform all
duties and have all powers which are commonly incident to the office of chief
executive or which are delegated to him by the Board of Directors. He shall have
power to sign all stock certificates, contracts and other instruments of the
corporation which are authorized. He shall have general supervision and
direction of all of the other officers and agents of the corporation. He shall,
when present, and in the absence of a chairman of the board of directors,
preside at all meetings of the shareholders and of the Board of Directors.
Section 5.4 Vice-President
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Each vice-president shall perform such duties as the Board of Directors shall
prescribe. In the absence or disability of the President, the vice-president who
has served in such capacity for the longest time shall perform the duties and
exercise the powers of the president.
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Section 5.5 Treasurer
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The treasurer shall have the custody of the monies and securities of the
corporation and shall keep regular books of account. He shall make such
disbursements of the funds of the corporation as are proper and shall render
from time to time an account of all such transactions and of the financial
condition of the corporation.
Section 5.6 Secretary
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The secretary shall issue all authorized notices from, and shall keep minutes
of; all meetings of the stockholders and the Board of Directors. He shall have
charge of the corporate books.
Section 5.7 Delegation of Authority
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The Board of Directors may, from time to time, delegate the powers or duties of
any officer to any other officers or agents, notwithstanding any provision
hereof
Section 5.8 Removal
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Any officer of the corporation may be removed at any time, with or without
cause, by the Board of Directors.
Section 5.9 Action with Respect to Securities of Other Corporation
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Unless otherwise directed by the Board of Directors, the president shall have
power to vote and otherwise act on behalf of the corporation, in person or by
proxy, at any meeting of stockholders of or with respect to any action of
stockholders of any other corporation in which this corporation may hold
securities and otherwise to exercise any and all rights and powers which this
corporation may possess by reason of its ownership of securities in such other
corporation.
ARTICLE VI-INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHERS
Section 6. Generally
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The corporation shall indemnify its officers, directors, and agents to the
fullest extent permitted under Nevada law.
Section 6.2 Expenses
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To the extent that a director, officer, employee or agent of the corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 6.1 of this Article, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him in
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connection therewith. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in Section 6.3 of this Article upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
Section 6.3 Determination by Board of Directors
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Any indemnification under Section 6.1 of this Article (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Nevada law.
Section 6.4 Not Exclusive of Other Rights
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The indemnification provided by this Article shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of shareholders or interested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 6.5 Insurance
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The corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnity him against
such liability under the provisions of this Article.
The corporation's indemnity of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall be reduced by any
amounts such person may collect as indemnification (i) under any policy of
insurance purchased and maintained on his behalf by the corporation or (ii) from
such other corporation, partnership, joint venture, trust or other enterprise.
Section 6.6 Violation of Law
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Nothing contained in this Article, or elsewhere in these Bylaws, shall operate
to indemnify any director or officer if such indemnification is for any reason
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contrary to law, either as a matter of public policy, or under the provisions of
the Federal Securities Act of 1933, the Securities Exchange Act of 1934, or any
other applicable state or federal law.
Section 6.7 Coverage
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For the purposes of this Article, references to "the corporation" include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or was
serving at the request of such a constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as he would if he
had served the resulting or surviving corporation in the same capacity.
ARTICLE VII-STOCK
Section 7.1 Certificates of Stock
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Each stockholder shall be entitled to a certificate signed by, or in the name of
the corporation by, the President or a Vice-president, and by the Secretary or
an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying
the number of shares owned by him. Any of or all the signatures on the
certificate may be facsimile.
Section 7.2 Transfers of Stock
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Transfers of stock shall be made only upon the transfer books of the corporation
kept at an office of the corporation or by transfer agents designated to
transfer shares of the stock of the corporation. Except where a certificate is
issued in accordance with Section 7.4 of Article VII of these Bylaws, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.
Section 7.3 Record Date
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The Board of Directors may fix a record date, which shall not be more than sixty
(60) nor less than ten (10) days before the date of any meeting of stockholders,
nor more than sixty (60) days prior to the time for the other action hereinafter
described, as of which there shall be determined the stockholders who are
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof; to express consent to corporate action in writing without a
meeting; to receive payment of any dividend or other distribution or allotment
of any rights; or to exercise any rights with respect of any change, conversion
or exchange of stock or with respect to any other lawful action.
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Section 7.4 Lost. Stolen or Destroyed Certificates
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In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.
Section 7.5 Regulations
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The issue, transfer, conversion and registration of certificates of stock shall
be governed by such other regulations as the Board of Directors may establish.
ARTICLE VII--NOTICES
Section 8.1 Notices
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Whenever notice is required to be given to any stockholder, director, officer,
or agent, such requirement shall not be construed to mean personal notice. Such
notice may in every instance be effectively given by depositing a writing in a
post office or letter box, in a postpaid, sealed wrapper, or by dispatching a
prepaid telegram, addressed to such stockholder, director, officer, or agent at
his or her address as the same appears on the books of the corporation. The time
when such notice is dispatched shall be the time of the giving of the notice.
Section 8.2 Waivers
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A written waiver of any notice, signed by a stockholder, director, officer or
agent, whether before or after the time of the event for which notice is given,
shall be deemed equivalent to the notice required to be given to such
stockholder, director, officer or agent. Neither the business nor the purpose of
any meeting need be specified in such a waiver.
ARTICLE IX--MISCELLANEOUS
Section 9.1 Facsimile Signatures
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In addition to the provisions for the use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or
officers of the corporation may be used whenever and as authorized by the Board
of Directors of a committee thereof.
Section 9.2 Corporate Seal
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The Board of Directors may provide a suitable seal, containing the name of the
corporation, which seal shall be in the charge of the secretary. If and when so
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directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the treasurer or by the assistant secretary or
assistant treasurer.
Section 9.3 Reliance Upon Books. Reports and Records
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Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the corporation, including reports made to the corporation by
any of its officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.
Section 9.4 Fiscal Year
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The fiscal year of the corporation shall be as fixed by the Board of Directors.
Section 9.5 Time Periods
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In applying any of these Bylaws which require that an act be done or not done a
specified number of days prior to an event or that an act be done during a
period of a specified number of days prior to an event, calendar days shall be
used, the day of the doing of the act shall be excluded and the day of the event
shall be included.
Section 9.6 Acquisition of Controlling Interest
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The provisions of NRS 78.378 to 78.3793, inclusive, shall not apply to this
corporation
ARTICLE X--AMENDMENTS
Section 10.1 Amendments
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These Bylaws may be amended or repealed by the Board of Directors at any meeting
or by the stockholders at any meeting.
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CERTIFICATE OF SECRETARY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby certify that the undersigned is the secretary
of Communications Research, Inc., a corporation duly organized and existing
under and by virtue of the laws of the State of Nevada; that the above and
foregoing Bylaws of said corporation were duly and regularly adopted as such by
the Board of Directors by unanimous consent on the 16th of July 1999; and that
the above and foregoing Bylaws are now in full force and effect.
Dated this 16th day of July 1999
Almajean M. O'Connor, Secretary
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