BYLAWS
OF
PREPAID TELECOM CORPORATION
(A NEVADA CORPORATION)
ARTICLE 1.
DEFINITIONS
1.1 Definitions. Unless the context clearly requires otherwise, in
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these Bylaws:
(a) "Articles of Incorporation" means the Articles of
Incorporation of Prepaid Telecom Corporation, as filed with the Secretary
of State of the State of Nevada and in-cludes all amendments thereto and
restatements thereof subsequently filed.
(b) "Board" means the board of directors of the Com-pany.
(c) "Bylaws" means these bylaws as adopted by the Board and
includes amendments subsequently adopted by the Board or by the
Stockholders.
(d) "Company" means Prepaid Telecom Corporation, a Nevada
corporation.
(e) "Section" refers to sections of these Bylaws.
(f) "Stockholder" means Stockholders of record of the Company.
1.2 Offices. The title of an office refers to the per-son or persons
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who at any given time perform the duties of that particular office for the
Company.
ARTICLE 2.
OFFICES
2.1 Principal Office. The Company may locate its principal office
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within or without the state of incorporation as the Board may determine.
2.2 Registered Office. The registered office of the Company required
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by law to be maintained in the state of incorporation may be, but need not be,
the same as the principal place of business of the Company. The Board may
change the address of the registered office from time to time.
2.3 Other Offices. The Company may have offices at such other places,
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either within or without the state of incorporation, as the Board may designate
or as the business of the Company may require from time to time.
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ARTICLE 3.
MEETINGS OF STOCKHOLDERS
3.1 Annual Meetings. The Stockholders of the Company- shall hold their
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annual meetings for the purpose of electing directors and for the transaction
of such other proper business as may come before such meetings at such time,
date and place as the Board shall determine by resolution.
3.2 Special Meetings. Special meetings of the Stockholders, for any
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purpose or purposes, unless otherwise prescribed by statute, may be called by
(i) the Chairman of the Board of Directors, (ii) the President, and (iii) the
Board of Directors pursuant to a resolution adopted by a majority of the total
number of directors, and shall be held at such place, on such date, and at such
time as the Board of Directors shall determine.
3.3 Place of Meetings. The Stockholders shall hold all meetings at
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such places, within or without the State of Nevada, as the Board or a committee
of the Board shall specify in the notice or waiver of notice for such meetings.
3.4 Notice of Meetings. Except as otherwise required by law, the Board
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or a committee of the Board shall give notice of each meeting of Stockholders,
whether annual or special, not less than 10 nor more than 60 days before the
date of the meeting. The Board or a committee of the Board shall deliver a
notice to each Stockholder entitled to vote at such meeting by delivering a
typewritten or printed notice thereof to him personally, or by depositing such
notice in the United States mail, in a postage prepaid envelope, directed to him
at his address as it appears on the records of the Company, or by transmitting a
notice thereof to him at such address by telegraph, telecopy, cable or
wireless. If mailed, notice is given on the date deposited in the United States
mail, postage pre-paid, directed to the Stockholder at his address as it appears
on the records of the Company. An affidavit of the Secretary or an Assistant
Secretary or of the Transfer Agent of the Company that he has given notice shall
constitute, in the absence of fraud, prima facie evidence of the facts stated
therein.
Every notice of a meeting of the Stockholders shall state the
place, date and hour of the meeting and, in the case of a special meeting, also
shall state the purpose or purposes of the meeting. Furthermore, if the Company
will maintain the list at a place other than where the meeting will take place,
every notice of a meeting of the Stockholders shall specify where the Company
will maintain the list of Stockholders entitled to vote at the meeting.
3.5 Stockholder Notice. Subject to the Certificate of Incorporation,
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the Stockholders who intend to nominate persons to the Board of Directors or
propose any other action at an annual meeting of Stockholders must timely notify
the Secretary of the Company of such intent. To be timely, a Stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Company not less than 60 days nor more than 90 days prior to the
date of such meeting; provided, however, that in the event that less than 75
days' notice of the date of the meeting is given or made to Stockholders, notice
by the Stockholder to be timely must be received not later than the close of
business on the 15th day following the date on which such notice of the date of
the annual meeting was mailed. Such notice must be in writing and must include
a (i) a brief description of the business desired to the brought before the
annual meeting and the reasons for conducting such business at the meeting; (ii)
the name and record address of the Stockholder proposing such business; (iii)
the class, series and number of shares of capital stock of the Company which are
beneficially owned by the Stockholder; and (iv) any material interest of the
Stockholder in such business. The Board of Directors reserves the right to
refuse to submit any such proposal to Stockholders at an annual meeting if, in
its judgment, the information provided in the notice is inaccurate or
incomplete.
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3.6 Waiver of Notice. Whenever these Bylaws require written notice, a
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written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall constitute the equivalent of notice.
Attendance of a person at any meeting shall constitute a waiver of notice of
such meeting, except when the person attends the meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. No written
waiver of notice need specify either the business to be transacted at, or the
purpose or purposes of any regular or special meeting of the Stockholders,
directors or members of a committee of the Board.
3.7 Adjournment of Meeting. When the Stockholders adjourn a meeting to
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another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Stockholders may transact any business
which they may have transacted at the original meet-ing. If the adjournment is
for more than 30 days or, if after the adjournment, the Board or a committee of
the Board fixes a new record date for the adjourned meeting, the Board or a
committee of the Board shall give notice of the adjourned meeting to each
Stockholder of record entitled to vote at the meeting.
3.8 Quorum. Except as otherwise required by law, the holders of a
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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 at any
meeting of the Stockholders. In the absence of a quorum at any meeting or any
adjournment thereof, the holders of a majority of the shares of stock entitled
to vote who are present, in person or by proxy, or, in the absence therefrom of
all the Stockholders, any officer entitled to preside at, or to act as secretary
of, such meeting may adjourn such meeting to another place, date or time.
If the chairman of the meeting gives notice of any adjourn-ed special
meeting of Stockholders to all Stockholders entitled to vote thereat, stating
that the minimum percentage of Stockholders for a quorum as provided by Nevada
law shall constitute a quorum, then, except as otherwise required by law, that
percentage at such adjourned meeting shall constitute a quorum and a majority of
the votes cast at such meeting shall deter-mine all matters.
3.9 Organization. Such person as the Board may have designated or, in
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the absence of such a person, the highest ranking officer of the Company who is
present shall call to order any meeting of the Stockholders, determine the
presence of a quorum, and act as chairman of the meeting. In the absence of the
Secretary or an Assistant Secretary of the Company, the chairman shall appoint
someone to act as the secretary of the meeting.
3.10 Conduct of Business. The chairman of any meeting of Stockholders
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shall determine the order of business and the procedure at the meeting,
including such regulations of the manner of voting and the conduct of discussion
as he deems in order.
3.11 List of Stockholders. At least 10 days before every meeting of
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Stockholders, the Secretary shall prepare a list of the Stockholders entitled to
vote at the meeting or any adjournment thereof, arranged in alphabetical order,
showing the address of each Stockholder and the number of shares registered in
the name of each Stockholder. The Company shall make the list available for
examination by any Stockholder for any purpose germane to the meeting, during
ordinary business hours, for a period of at least 10 days prior to the meeting,
either at a place within the city where the meeting will take place or at the
place designated in the notice of the meeting.
The Secretary shall produce and keep the list at the time and place
of the meeting during the entire duration of the meeting, and any Stock-holder
who is present may inspect the list at the meeting. The list shall constitute
presumptive proof of the identity of the Stockholders entitled to vote at the
meeting and the number of shares each Stockholder holds.
A determination of Stockholders entitled to vote at any meeting of
Stockholders pursuant to this Section shall apply to any adjournment thereof.
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3.12 Fixing of Record Date. For the purpose of determining
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Stockholders entitled to notice of or to vote at any meet-ing of Stockholders or
any adjournment thereof, or Stockholders entitled to receive payment of any
dividend, or in order to make a determination of Stockholders for any other
proper purpose, the Board or a committee of the Board may fix in advance a date
as the record date for any such determination of Stockholders. However, the
Board shall not fix such date, in any case, more than 60 days nor less than 10
days prior to the date of the particular action.
If the Board or a committee of the Board does not fix a record date
for the determination of Stockholders entitled to notice of or to vote at a
meeting of Stockholders, the record date shall be at the close of business on
the day next preceding the day on which notice is given or if notice is waived,
at the close of business on the day next preceding the day on which the meeting
is held or the date on which the Board adopts the resolution declaring a
dividend.
3.13 Voting of Shares. Each Stockholder shall have one vote for every
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share of stock having voting rights registered in his name on the record date
for the meeting. The Company- shall not have the right to vote treasury stock
of the Company, nor shall another corporation have the right to vote its stock
of the Company if the Company holds, directly or indirectly, a majority of the
shares entitled to vote in the election of directors of such other corporation.
Persons holding stock of the Company in a fiduciary capacity shall have the
right to vote such stock. Persons who have pledged their stock of the Company
shall have the right to vote such stock unless in the transfer on the books of
the Company the pledgor expressly empowered the pledgee to vote such stock. In
that event, only the pledgee, or his proxy, may represent such stock and vote
thereon.
A plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote shall determine all
elections and, except when the law or Certificate of Incorporation requires
otherwise, the affirmative vote of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote shall determine all
other matters.
Where a separate vote by a class or classes is required, a majority
of the outstanding shares of such class or classes, present in person or
represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on that matter and the affirmative vote of the majority of
shares of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class.
The Stockholders may vote by voice vote on all matters. Upon
demand by a Stockholder entitled to vote, or his proxy, the Stockholders shall
vote by ballot. In that event, each ballot shall state the name of the
Stockholder or proxy voting, the number of shares voted and such other
information as the Company may require under the procedure established for the
meeting.
3.14 Inspectors. At any meeting in which the Stockholders vote by
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ballot, the chairman may appoint one or more inspectors. Each inspector shall
take and sign an oath to execute the duties of inspector at such meeting
faithfully, with strict impartiality, and according to the best of his ability.
The inspectors shall ascertain the number of shares outstanding and the voting
power of each; determine the shares represented at a meeting and the validity of
proxies and ballots; count all votes and ballots; determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors; and certify their determination of the number
of shares represented at the meeting, and their count of all votes and ballots.
The certification required herein shall take the form of a subscribed, written
report prepared by the inspectors and delivered to the Secretary of the Company.
An inspector need not be a Stockholder of the Company, and any officer of the
Company may be an inspector on any question other than a vote for or against a
proposal in which he has a material interest.
3.15 Proxies. A Stockholder may exercise any voting rights in person
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or by his proxy appointed by an instrument in writing, which he or his
authorized attorney-in-fact has sub-scribed and which the proxy has delivered to
the secretary of the meeting pursuant to the manner prescribed by law.
A proxy is not valid after the expiration of 13 months after the
date of its execution, unless the person executing it specifies thereon the
length of time for which it is to continue in force (which length may exceed 12
months) or limits its use to a particular meeting. Each proxy is irrevocable if
it expressly states that it is irrevocable and if, and only as long as, it is
coupled with an interest sufficient in law to support an irrevocable power.
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The attendance at any meeting of a Stockholder who previously has
given a proxy shall not have the effect of revoking the same unless he notifies
the Secretary in writing prior to the voting of the proxy.
3.16 Action by Consent. Any action required to be taken at any annual
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or special meeting of Stockholders of the Company or any action which may be
taken at any annual or special meeting of such Stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted and shall be
delivered to the Company by delivery to its registered office, its principal
place of business, or an officer or agent of the Company having custody of the
book in which proceedings of meetings of Stockholders are recorded. Delivery
made to the Company's registered office shall be by hand or by certified or
registered mail, return receipt requested.
Every written consent shall bear the date of signature of each
Stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within 60 days of the
earliest dated consent delivered in the manner required by this section to the
Company, written consents signed by a sufficient number of holders to take
action are delivered to the Company by delivery to its registered office, its
principal place of business or an officer or agent of the Company having custody
of the book in which proceedings of meetings of Stockholders are recorded.
Delivery made to the Company's registered office shall be by hand or by
certified or registered mail, return receipt requested.
ARTICLE 4.
BOARD OF DIRECTORS
4.1 General Powers. The Board shall manage the property, business and
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affairs of the Company.
4.2 Number. The number of directors who shall constitute the Board
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shall equal not less than one nor more than 10, as the Board may determine by
resolution from time to time.
4.3 Election of Directors and Term of Office. The Stockholders of the
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Company shall elect the directors at the annual or adjourned annual meeting
(except as otherwise provided herein for the filling of vacancies). Each
director shall hold office until his death, resignation, retirement, removal, or
disqualification, or until his successor shall have been elected and qualified.
4.4 Resignations. Any director of the Company may resign at any time by
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giving written notice to the Board or to the Secretary of the Company. Any
resignation shall take effect upon receipt or at the time specified in the
notice. Unless the notice specifies otherwise, the effectiveness of the
resignation shall not depend upon its acceptance.
4.5 Removal. Stockholders holding a majority of the outstanding shares
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entitled to vote at an election of directors may remove any director or the
entire Board of Directors at any time, with or without cause.
4.6 Vacancies. A majority of the remaining directors, although less
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than a quorum, or a sole remaining director may fill any vacancy on the Board,
whether because of death, resignation, disqualification, an increase in the
number of directors, or any other cause. Any director elected to fill a vacancy
shall hold office until his death, resignation, retirement, removal, or
disqualification, or until his successor shall have been elected and qualified.
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4.7 Chairman of the Board. At the initial and annual meeting of the
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Board, the directors may elect from their number a Chairman of the Board of
Directors. The Chairman shall preside at all meetings of the Board and shall
perform such other duties as the Board may direct. The Board also may elect a
Vice Chairman and other officers of the Board, with such powers and duties as
the Board may designate from time to time.
4.8 Compensation. The Board may compensate directors for their services
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and may provide for the payment of all expenses the directors incur by
attending meetings of the Board or otherwise.
ARTICLE 5.
MEETINGS OF DIRECTORS
5.1 Regular Meetings. The Board may hold regular meetings at such
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places, dates and times as the Board shall establish by resolution. If any day
fixed for a meeting falls on a legal holiday, the Board shall hold the meeting
at the same place and time on the next succeeding business day. The Board need
not give notice of regular meetings.
5.2 Place of Meetings. The Board may hold any of its meetings in or
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out of the State of Nevada, at such places as the Board may designate, at such
places as the notice or waiver of notice of any such meeting may designate, or
at such places as the persons calling the meeting may designate.
5.3 Meetings by Telecommunications. The Board or any committee of the
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Board may hold meetings by means of conference telephone or similar
telecommunications equipment that enable all persons participating in the
meeting to hear each other. Such participation shall constitute presence in
person at such meeting.
5.4 Special Meetings. The Chairman of the Board, the President, or
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one-half of the directors then in office may call a special meeting of the
Board. The person or persons authorized to call special meetings of the Board
may fix any place, either in or out of the State of Nevada as the place for the
meeting.
5.5 Notice of Special Meetings. The person or persons calling a special
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meeting of the Board shall give written notice to each director of the time,
place, date and purpose of the meeting of not less than three business days if
by mail and not less than 24 hours if by telegraph or in person before the date
of the meeting. If mailed, notice is given on the date deposited in the United
States mail, postage prepaid, to such director. A director may waive notice of
any special meeting, and any meeting shall constitute a legal meeting without
notice if all the directors are present or if those not present sign either
before or after the meeting a written waiver of notice, a consent to such
meet-ing, or an approval of the minutes of the meeting. A notice or waiver of
notice need not specify the purposes of the meeting or the business which the
Board will transact at the meeting.
5.6 Waiver by Presence. Except when expressly for the purpose of
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objecting to the legality of a meeting, a director's presence at a meeting shall
constitute a waiver of notice of such meeting.
5.7 Quorum. A majority of the directors then in office shall
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constitute a quorum for all purposes at any meeting of the Board. In the
absence of a quorum, a majority of directors present at any meeting may adjourn
the meeting to another place, date or time without further notice. No proxies
shall be given by directors to any person for purposes of voting or
establishing a quorum at a directors meetings.
5.8 Conduct of Business. The Board shall transact business in such
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order and manner as the Board may determine. Except as the law requires
otherwise, the Board shall determine all matters by the vote of a majority of
the directors present at a meeting at which a quorum is present. The directors
shall act as a Board, and the individual directors shall have no power as such.
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5.9 Action by Consent. The Board or a committee of the Board may take
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any required or permitted action without a meeting if all members of the Board
or committee consent thereto in writing and file such consent with the minutes
of the proceedings of the Board or committee.
ARTICLE 6.
COMMITTEES
6.1 Committees of the Board. The Board may designate, by a vote of a
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majority of the directors then in office, committees of the Board. The
committees shall serve at the plea-sure of the Board and shall possess such
lawfully delegable powers and duties as the Board may confer.
6.2 Selection of Committee Members. The Board shall elect by a vote of
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a majority of the directors then in office a director or directors to serve as
the member or members of a committee. By the same vote, the Board may designate
other directors as alternate members who may replace any absent or disqualified
member at any meeting of a committee. 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 appoint by unanimous
vote another member of the Board to act at the meeting in the place of the
absent or disqualified member.
6.3 Conduct of Business. Each committee may determine the procedural
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rules for meeting and conducting its business and shall act in accordance
therewith, except as the law or these Bylaws require otherwise. Each committee
shall make adequate provision for notice of all meetings to members. A
majority of the members of the committee shall constitute a quorum, unless the
committee consists of one or two members. In that event, one member shall
constitute a quorum. A majority vote of the members present shall determine
all matters. A committee may take action without a meeting if all the members
of the committee consent in writing and file the consent or consents with the
minutes of the proceedings of the committee.
6.4 Authority. Any committee, to the extent the Board provides, shall
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have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Company, and may authorize the
affixation of the Company's seal to all instruments which may require or permit
it. However, no committee shall have any power or authority with regard to
amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the Stockholders the sale, lease or exchange of
all or substantially all of the Company's property and assets, recommending to
the Stockholders a dissolution of the Company or a revocation of a dissolution
of the Company, or amending these Bylaws of the Company. Unless a resolution of
the Board expressly provides, no committee shall have the power or authority to
declare a dividend, to authorize the issuance of stock, or to adopt a
certificate of ownership and merger.
6.5 Minutes. Each committee shall keep regular minutes of its
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proceedings and report the same to the Board when required.
ARTICLE 7.
OFFICERS
7.1 Officers of the Company. The officers of the Company shall consist
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of a President, a Secretary, a Treasurer and such Vice Presidents, Assistant
Secretaries, Assistant Treasurers, and other officers as the Board may designate
and elect from time to time. The same person may hold at the same time any two
or more offices.
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7.2 Election and Term. The Board shall elect the officers of the
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Company. Each officer shall hold office until his death, resignation,
retirement, removal or disqualification, or until his successor shall have been
elected and qualified.
7.3 Compensation of Officers. The Board shall fix the compensation of
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all officers of the Company. No officer shall serve the Company in any other
capacity and receive compensation, unless the Board authorizes the additional
compensation.
7.4 Removal of Officers and Agents. The Board may remove any officer
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or agent it has elected or appointed at any time, with or without cause.
7.5 Resignation of Officers and Agents. Any officer or agent the Board
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has elected or appointed may resign at any time by giving written notice to the
Board, the Chairman of the Board, the President, or the Secretary of the
Company. Any such resignation shall take effect at the date of the receipt of
such notice or at any later time specified. Unless other-wise specified in the
notice, the Board need not accept the resignation to make it effective.
7.6 Bond. The Board may require by resolution any officer, agent, or
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employee of the Company to give bond to the Company, with sufficient sureties
conditioned on the faithful performance of the duties of his respective office
or agency. The Board also may require by resolution any officer, agent or
employee to comply with such other conditions as the Board may require from time
to time.
7.7 President. The President shall be the chief operating officer of
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the Company and, subject to the Board's control, shall supervise and direct all
of the business and affairs of the Company. When present, he shall sign (with
or without the Secretary, an Assistant Secretary, or any other officer or agent
of the Company which the Board has authorized) deeds, mortgages, bonds,
contracts or other instruments which the Board has authorized an officer or
agent of the Company to execute. However, the President shall not sign any
instrument which the law, these Bylaws, or the Board expressly require some
other officer or agent of the Company to sign and execute. In general, the
President shall perform all duties incident to the office of President and such
other duties as the Board may prescribe from time to time.
7.8 Vice Presidents. In the absence of the President or in the event
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of his death, inability or refusal to act, the Vice Presidents in the order of
their length of service as Vice Presidents, unless the Board determines
otherwise, shall perform the duties of the President. When acting as the
President, a Vice President shall have all the powers and restrictions of the
Presidency. A Vice President shall perform such other duties as the President
or the Board may assign to him from time to time.
7.9 Secretary. The Secretary shall (a) keep the minutes of the
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meetings of the Stockholders and of the Board in one or more books for that
purpose, (b) give all notices which these Bylaws or the law requires, (c) serve
as custodian of the records and seal of the Company, (d) affix the seal of the
corporation to all documents which the Board has authorized execution on behalf
of the Company under seal, (e) maintain a register of the address of each
Stockholder of the Company, (f) sign, with the President, a Vice President, or
any other officer or agent of the Company which the Board has authorized,
certificates for shares of the Company, (g) have charge of the stock transfer
books of the Company, and (h) perform all duties which the President or the
Board may assign to him from time to time.
7.10 Assistant Secretaries. In the absence of the Secretary or in the
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event of his death, inability or refusal to act, the Assistant Secretaries in
the order of their length of service as Assistant Secretary, unless the Board
determines other-wise, shall perform the duties of the Secretary. When acting
as the Secretary, an Assistant Secretary shall have the powers and restrictions
of the Secretary. An Assistant Secretary shall perform such other duties as the
President, Secretary or Board may assign from time to time.
7.11 Treasurer. The Treasurer shall (a) have responsibility for all
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funds and securities of the Company, (b) receive and give receipts for moneys
due and payable to the corporation from any source whatsoever, (c) deposit all
moneys in the name of the Company in depositories which the Board selects, and
(d) perform all of the duties which the President or the Board may assign to him
from time to time.
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7.12 Assistant Treasurers. In the absence of the Treasurer or in the
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event of his death, inability or refusal to act, the Assistant Treasurers in the
order of their length of ser-vice as Assistant Treasurer, unless the Board
determines other-wise, shall perform the duties of the Treasurer. When acting
as the Treasurer, an Assistant Treasurer shall have the powers and restrictions
of the Treasurer. An Assistant Treasurer shall perform such other duties as the
Treasurer, the President, or the Board may assign to him from time to time.
7.13 Delegation of Authority. Notwithstanding any provision of these
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Bylaws to the contrary, the Board may delegate the powers or duties of any
officer to any other officer or agent.
7.14 Action with Respect to Securities of Other Corporations. Unless
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the Board directs otherwise, the President shall have the power to vote and
otherwise act on behalf of the Company, 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 the Company holds securities. Furthermore, unless the
Board directs otherwise, the President shall exercise any and all rights and
powers which the Company- possesses by reason of its ownership of securities in
another corporation.
7.15 Vacancies. The Board may fill any vacancy in any office because
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of death, resignation, removal, disqualification or any other cause in the
manner which these Bylaws prescribe for the regular appointment to such office.
ARTICLE 8.
CONTRACTS, LOANS, DRAFTS, DEPOSITS AND ACCOUNTS
8.1 Contracts. The Board may authorize any officer or officers, agent
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or agents, to enter into any contract or exe-cute and deliver any instrument in
the name and on behalf of the Company. The Board may make such authorization
general or special.
8.2 Loans. Unless the Board has authorized such action, no officer or
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agent of the Company shall contract for a loan on behalf of the Company or issue
any evidence of indebtedness in the Company's name.
8.3 Drafts. The President, any Vice President, the Treasurer, any
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Assistant Treasurer, and such other persons as the Board shall determine shall
issue all checks, drafts and other orders for the payment of money, notes and
other evidences of indebtedness issued in the name of or payable by the
Company.
8.4 Deposits. The Treasurer shall deposit all funds of the Company not
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otherwise employed in such banks, trust companies, or other depositories as the
Board may select or as any officer, assistant, agent or attorney of the Company
to whom the Board has delegated such power may select. For the purpose of
deposit and collection for the account of the Company, the President or the
Treasurer (or any other officer, assistant, agent or attorney of the Company
whom the Board has authorized) may endorse, assign and deliver checks, drafts
and other orders for the payment of money payable to the order of the Company.
8.5 General and Special Bank Accounts. The Board may authorize the
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opening and keeping of general and special bank accounts with such banks, trust
companies, or other depositories as the Board may select or as any officer,
assistant, agent or attorney of the Company to whom the Board has delegated such
power may select. The Board may make such special rules and regulations with
respect to such bank accounts, not inconsistent with the provisions of these
Bylaws, as it may deem expedient.
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ARTICLE 9.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
9.1 Certificates for Shares. Every owner of stock of the Company shall
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have the right to receive a certificate or certificates, certifying to the
number and class of shares of the stock of the Company which he owns. The Board
shall determine the form of the certificates for the shares of stock of the
Company. The Secretary, transfer agent, or registrar of the Company shall
number the certificates representing shares of the stock of the Company in the
order in which the Company issues them. The President or any Vice President and
the Secretary or any Assistant Secretary shall sign the certificates in the name
of the Company. Any or all certificates may contain facsimile signatures. In
case any officer, transfer agent, or registrar who has signed a certificates, or
whose facsimile signature appears on a certificate, ceases to serve as such
officer, transfer agent, or registrar before the Company issues the certificate,
the Company may issue the certificate with the same effect as though the person
who signed such certificate, or whose facsimile signature appears on the
certificate, was such officer, transfer agent, or registrar at the date of
issue. The Secretary, transfer agent, or registrar of the Company shall keep a
record in the stock transfer books of the Company of the names of the persons,
firms or corporations owning the stock represented by the certificates, the
number and class of shares represented by the certificates and the dates thereof
and, in the case of cancellation, the dates of cancellation. The Secretary,
transfer agent, or registrar of the Company shall cancel every certificate
surrendered to the Company for exchange or transfer. Except in the case of a
lost, destroyed, stolen or mutilated certificate, the Secretary, transfer agent,
or registrar of the Company shall not issue a new certificate in exchange for
an existing certificate until he has cancelled the existing certificate.
9.2 Transfer of Shares. A holder of record of shares of the Company's
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stock, or his attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary, transfer agent or registrar of the Company, may
transfer his shares only on the stock transfer books of the Company. Such
person shall furnish to the Secretary, transfer agent, or registrar of the
Company proper evidence of his authority to make the transfer and shall properly
Endorse and surrender for cancellation his existing certificate or certificates
for such shares. Whenever a holder of record of shares of the Company's stock
makes a transfer of shares for collateral security, the Secretary, transfer
agent, or registrar of the Company shall state such fact in the entry of
transfer if the transferor and the transferee request.
9.3 Lost Certificates. The Board may direct the Secretary, transfer
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agent, or registrar of the Company to issue a new certificate to any holder of
record of shares of the Company's stock claiming that he has lost such
certificate, or that someone has stolen, destroyed or mutilated such
certificate, upon the receipt of an affidavit from such holder to such fact.
When authorizing the issue of a new certificate, the Board, in its discretion
may require as a condition precedent to the issuance that the owner of such
certificate give the Company a bond of indemnity in such form and amount as the
Board may direct.
9.4 Regulations. The Board may make such rules and regulations, not
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inconsistent with these Bylaws, as it deems expedient concerning the issue,
transfer and registration of certificates for shares of the stock of the
corporation. The Board may appoint or authorize any officer or officers to
appoint one or more transfer agents, or one or more registrars, and may require
all certificates for stock to bear the signature or signatures of any of them.
9.5 Holder of Record. The Company may treat as absolute owners of
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shares the person in whose name the shares stand of record as if that person had
full competency, capacity and authority to exercise all rights of ownership,
despite any knowledge or notice to the contrary or any description indicating a
representative, pledge or other fiduciary relation, or any reference to any
other instrument or to the rights of any other person appearing upon its record
or upon the share certificate. However, the Company may treat any person
furnishing proof of his appointment as a fiduciary as if he were the holder of
record of the shares.
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9.6 Treasury Shares. Treasury shares of the Company shall consist of
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shares which the Company has issued and thereafter acquired but not canceled.
Treasury shares shall not carry voting or dividend rights.
ARTICLE 10.
INDEMNIFICATION
10.1 The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) by reason of the fact
that he is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner in which
he reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
10.2 The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company. However,
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company unless
and only to the extent that a court of competent jurisdiction in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
10.3 To the extent that a director, officer, employee or agent of the
Company has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections 10.1 and 10.2 of this Article, or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
10.4 Any indemnification under subsections 10.1 and 10.2 of this
Article (unless ordered by a court) shall be made by the Company 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 subsections 10.1 and
10.2 of this Article. Such determination shall be made (a) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (b) if such quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
Stockholders.
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10.5 Expenses (including attorneys' fees) incurred by an officer or
director in defending in a civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Company as authorized by this Article. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
10.6 The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
Stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
10.7 The Company shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company 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 Company would have the power to indemnify him against such
liability under this Article.
10.8 For purposes of this section references to "the Company" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such 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 this Article with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
10.9 The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, 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.
10.10 Nothing contained in this Article 10, or elsewhere in these
Bylaws, shall operate to indemnify any director or officer is such
indemnification is contrary to law, either as a matter of public policy, or
under the provisions of the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, or any other applicable state or federal law.
ARTICLE 11.
TAKEOVER OFFERS
In the event the Company receives a takeover offer, the Board of Directors
shall consider all relevant factors in evaluating such offer, including, but not
limited to, the terms of the offer, and the potential economic and social impact
of such offer on the Company's Stockholders, employees, customers, creditors and
community in which it operates.
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ARTICLE 12.
NOTICES
12.1 General. Whenever these Bylaws require notice to any Stockholder,
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director, officer or agent, such notice does not mean personal notice. A person
may give effective notice under these Bylaws in every case 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 address on the books of the Company. Unless these Bylaws
expressly provide to the contrary, the time when the person sends notice shall
constitute the time of the giving of notice.
12.2 Waiver of Notice. Whenever the law or these Bylaws require notice,
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the person entitled to said notice may waive such notice in writing, either
before or after the time stated therein.
ARTICLE 13.
MISCELLANEOUS
13.1 Facsimile Signatures. In addition to the use of facsimile
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signatures which these Bylaws specifically authorize, the Company may use such
facsimile signatures of any officer or officers, agents or agent, of the
Company as the Board or a committee of the Board may authorize.
13.2 Corporate Seal. The Board may provide for a suitable seal
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containing the name of the Company, of which the Secretary shall be in charge.
The Treasurer, any Assistant Treasurer, or any Assistant Secretary may keep and
use the seal or duplicates of the seal if and when the Board or a committee of
the Board so directs.
13.3 Fiscal Year. The Board shall have the authority to fix and change
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the fiscal year of the Company.
ARTICLE 14.
AMENDMENTS
Subject to the provisions of the Certificate of Incorporation, the
Stockholders or the Board may amend or repeal these Bylaws at any meeting.
The undersigned hereby certifies that the foregoing constitutes a true and
correct copy of the Bylaws of the Company as adopted by the Board of Directors
on the 28th day of July, 2000.
Executed as of this 28th day of July, 2000.
//s// Patrick W. Stephenson
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Patrick W. Stephenson, President
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