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BYLAWS
OF
PLDFET, INC.
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TABLE OF CONTENTS
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ARTICLE I
OFFICES
1.1 Business Office .................................... 1
1.2 Registered Office and Registered Agent ............. 1
ARTICLE II
SHARES AND TRANSFER THEREOF
2.1 Regulation ......................................... 1
2.2 Stock Certificates: Facsimile Signatures and
Validation ......................................... 1
2.3 Fractions of Shares: Insurance; Payment of Value
or Issuance of Scrip ............................... 1
2.4 Cancellation of Outstanding Certificates and
Issuance of New Certificates: Order of Surrender;
Penalties for Failure to Comply .................... 2
2.5 Consideration for Shares: Types; Adequacy;
Effect of Receipt; Actions of Corporation Pending
Receipt in Future .................................. 2
2.6 Stockholder's Liability: No Individual Liability
Except for Payment for which Shares were Authorized
to be Issued or which was Specified in Subscription
Agreement .......................................... 3
2.7 Lost, Stolen, or Destroyed Certificates ............ 3
2.8 Transfer of Shares ................................. 3
2.9 Restrictions on Transfer of Shares ................. 3
2.10 Transfer Agent ..................................... 3
2.11 Close of Transfer Book and Record Date ............. 4
ARTICLE III
STOCKHOLDERS AND MEETINGS THEREOF
3.1 Stockholders of Record ............................. 4
3.2 Meetings ........................................... 4
3.3 Annual Meeting ..................................... 4
3.4 Special Meetings ................................... 4
3.5 Actions at Meetings not Regularly Called:
Ratification and Approval .......................... 5
3.6 Notice of Stockholders' Meeting: Signature;
Contents; Service .................................. 5
3.7 Waiver of Notice ................................... 6
3.8 Voting Record ...................................... 6
3.9 Quorum ............................................. 6
3.10 Organization ....................................... 6
3.11 Manner of Acting ................................... 6
3.12 Stockholders' Proxies .............................. 6
3.13 Voting of Shares ................................... 7
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3.14 Voting by Ballot ................................... 7
3.15 Cumulative Voting .................................. 8
3.16 Consent of Stockholders in Lieu of Meeting ......... 8
3.17 Maintenance of Records at Registered Office;
Inspection and Copying of Records .................. 8
ARTICLE IV
DIRECTORS, POWERS AND MEETINGS
4.1 Board of Directors ................................. 9
4.2 General Powers ..................................... 9
4.3 Regular Meetings ................................... 9
4.4 Special Meetings ................................... 10
4.5 Actions at Meetings Not Regularly Called:
Ratification and Approval .......................... 10
4.6 Notice of Directors' Meetings ...................... 10
4.7 Waiver of Notice ................................... 10
4.8 Quorum ............................................. 10
4.9 Organization ....................................... 11
4.10 Manner of Acting ................................... 11
4.11 Participation by Telephone or Similar Method ....... 11
4.12 Consent of Directors in Lieu of Meeting ............ 11
4.13 Vacancies .......................................... 11
4.14 Compensation ....................................... 11
4.15 Removal of Directors ............................... 12
4.16 Resignations ....................................... 12
ARTICLE V
OFFICERS
5.1 Number ............................................. 12
5.2 Election and Term of Office ........................ 12
5.3 Removal ............................................ 12
5.4 Vacancies .......................................... 12
5.5 Powers ............................................. 12
5.6 Compensation ....................................... 14
5.7 Bonds .............................................. 14
ARTICLE VI
PROVISIONS APPLICABLE TO OFFICERS AND DIRECTORS GENERALLY
6.1 Exercise of Powers and Performance of Duties by
Directors and Officers ............................. 14
6.2 Restrictions on Transactions Involving Interested
Directors or Officers; Compensation of Directors ... 14
6.3 Indemnification of Officers, Directors, Employees
and Agents; Advancement of Expenses ................ 15
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ARTICLE VII
DIVIDENDS; FINANCE
7.1 Dividends .......................................... 17
7.2 Reserve Funds ...................................... 17
7.3 Banking ............................................ 17
ARTICLE VIII
CONTRACTS, LOANS, AND CHECKS
8.1 Execution of Contracts ............................. 17
8.2 Loans .............................................. 17
8.3 Checks ............................................. 18
8.4 Deposits ........................................... 18
ARTICLE IX
FISCAL YEAR
............................................... 18
ARTICLE X
CORPORATE SEAL
............................................... 18
ARTICLE XI
AMENDMENTS
............................................... 18
ARTICLE XII
COMMITTEES
12.1 Appointment ........................................ 18
12.2 Name ............................................... 18
12.3 Membership ......................................... 19
12.4 Procedure .......................................... 19
12.5 Meetings ........................................... 19
12.6 Vacancies .......................................... 19
12.7 Resignations and Removal ........................... 19
CERTIFICATE
............................................... 20
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ARTICLE I
OFFICES
1.1 Business Office. The principal office and place of
business of the corporation are located at 850 Alder, Suite #4,
Blaine, WA 98231 USA. Other offices and places of business may
be established from time to time by resolution of the Board of
Directors or as the business of the corporation may require.
1.2 Registered Office and Registered Agent. The initial
registered agent of the corporation for the service of process in
Washington State is James A. Sanford, and the initial registered
office of the registered agent for the service of process is 850
Alder, Suite #4, Blaine, WA 98231 USA. The registered agent of
the corporation may be changed from time to time by the Board of
Directors in accordance with the procedures set forth in the
Washington Business Corporation Act.
ARTICLE II
SHARES AND TRANSFER THEREOF
2.1 Regulation. The Board of Directors may make such rules
and regulations as it may deem appropriate concerning the
issuance, transfer, and registration of certificates for shares
of the corporation, including the appointment of transfer agents
and registrars.
2.2 Stock Certificates: Facsimile Signatures and Validation.
(A) Every stockholder shall be entitled to have a
certificate, signed by officers or agents designated by the
corporation for the purpose, certifying the number of shares
owned by him in the corporation.
(B) 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 of the corporation may be printed or
lithographed upon such certificate in lieu of the actual
signatures.
(C) In the event any officer or officers who shall
have signed, or whose facsimile signature shall have been used
on, any certificate or certificates for stock shall cease to be
such officer or officers of the corporation, whether because of
death, resignation or other reason, before such certificate or
certificates shall have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or
persons who signed such certificate or certificates, or whose
facsimile signature shall have been used thereon, had not ceased
to be such officer or officers of the corporation.
2.3 Fractions of Shares: Issuance; Payment of Value or
Issuance of Scrip. The corporation is not obligated to, but may,
execute and deliver a certificate for or including a fraction of
a share. In lieu of executing and delivering a certificate for a
fraction of a share, the corporation may, upon resolution of the
Board of Directors:
(A) make payment to any person otherwise entitled to
become a holder of a fractional share
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(B) issue such additional fraction of a share as is
necessary to increase the fractional share to a full share; or
(C) execute and deliver registered or bearer scrip
over the manual or facsimile signature of an officer of the
corporation or of its agent for that purpose, exchangeable as
provided on the scrip for full share certificates, but the scrip
does not entitle the holder to any rights as a stockholder except
as provided on the scrip. The scrip may contain any other
provisions or conditions, as permitted by the Nevada Business
Corporation Act, that the corporation, by resolution of the Board
of Directors, deems advisable.
2.4 Cancellation of Outstanding Certificates and Issuance
of New Certificates: Order of Surrender; Penalties for Failure to
Comply. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificates shall be
issued in lieu thereof until the former certificate for a like
number of shares shall have been surrendered and canceled, except
as hereinafter provided with respect to lost, stolen or destroyed
certificates.
When the Articles of Incorporation are amended in any way
affecting the statements contained in the certificates for
outstanding shares, or it becomes desirable for any reason, in
the discretion of the Board of Directors, to cancel any
outstanding certificate for shares and issue a new certificate
therefor conforming to the rights of the holder, the Board of
Directors may order any holders of outstanding certificates for
shares to surrender and exchange them for new certificates within
a reasonable time to be fixed by the Board of Directors. Such
order may provide that no holder of any such certificate so
ordered to be surrendered shall be entitled to vote or to receive
dividends or exercise any of the other rights of stockholders of
record until he shall have complied with such order, but such
order shall only operate to suspend such rights after notice and
until compliance. The duty of surrender of any outstanding
certificates may also be enforced by action at law.
2.5 Consideration for Shares: Types; Adequacy; Effect of
Receipt; Actions of Corporation Pending Receipt in Future.
(A) The Board of Directors may authorize shares to be
issued for consideration consisting of any tangible or intangible
property or benefit to the corporation, including, but not
limited to, cash, promissory notes, services performed, contracts
for services to be performed, or other securities of the
corporation.
(B) Before the corporation issues shares, the Board of
Directors must determine that the consideration received or to be
received for the shares to be issued is adequate. The judgment
of the Board of Directors as to the adequacy of the consideration
received for the shares issued is conclusive in the absence of
actual fraud in the transaction.
(C) When the corporation receives the consideration
for which the Board of Directors authorized the issuance of
shares, the shares issued therefor are fully paid.
(D) The corporation may place in escrow shares issued
for a contract for future services or benefits or a promissory
note, or make any other arrangements to restrict the transfer of
the shares. The corporation may credit distributions made for
the shares against their purchase price, until the services are
performed, the benefits are received or the promissory note is
paid. If the services are not performed, the benefits are not
received or the promissory note is not paid, the shares escrowed
or restricted and the distributions credited may be canceled in
whole or in part.
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2.6 Stockholder's Liability: No Individual Liability Except
for Payment for which Shares were Authorized to be Issued or
which was Specified in Subscription Agreement. Unless otherwise
provided in the articles of incorporation, no stockholder of the
corporation is individually liable for the debts or liabilities
of the corporation. A purchaser of shares of stock from the
corporation is not liable to the corporation or its creditors
with respect to the shares, except to pay the consideration for
which the shares were authorized to be issued or which was
specified in the written subscription agreement.
2.7 Lost, Stolen, or Destroyed Certificates. Any
stockholder claiming that his certificate for shares is lost,
stolen, or destroyed may make an affidavit or affirmation of the
fact and lodge the same with the Secretary of the corporation,
accompanied by a signed application for a new certificate.
Thereupon, and upon the giving of a satisfactory bond of
indemnity to the corporation, a new certificate may be issued of
the same tenor and representing the same number of shares as were
represented by the certificate alleged to be lost, stolen or
destroyed. The necessity for such bond and the amount required
to be determined by the President and Treasurer of the
corporation, unless the corporation shall have a transfer agent,
in which case the transfer agent shall determine the necessity
for such bond and the amount required.
2.8 Transfer of Shares. Subject to the terms of any
stockholder agreement relating to the transfer of shares or other
transfer restrictions contained in the Articles of Incorporation
or authorized therein, shares of the corporation shall be
transferable on the books of the corporation by the holder
thereof in person or by his duly authorized attorney, upon the
surrender and cancellation of a certificate or certificates for a
like number of shares. Upon presentation and surrender of a
certificate for shares properly endorsed and payment of all taxes
therefor, the transferee shall be entitled to a new certificate
or certificates in lieu thereof. As against the corporation, a
transfer of shares can be made only on the books of the
corporation and in the manner hereinabove provided, and the
corporation shall be entitled to treat the holder of record of
any share as the owner thereof and shall not be bound to
recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided
by the statutes of the State of Nevada.
2.9 Restrictions on Transfer of Shares. A written
restriction on the transfer or registration of transfer of a
security of the corporation, if permitted by the provisions of
the Nevada Business Corporation Act, may be enforced against the
holder of the restricted security or any successor or transferee
of the holder.
A restriction on the transfer or registration of transfer of
the securities of the corporation may be imposed either by the
Articles of Incorporation, these Bylaws, or by an agreement among
any number of security holders or between one or more such
holders and the corporation. No restriction so imposed is
binding with respect to securities issued prior to the adoption
of the restriction, unless the holders of the securities are
parties to an agreement or voted in favor of the restriction.
2.10 Transfer Agent. Unless otherwise specified by the
Board of Directors by resolution, the Secretary of the
corporation shall act as transfer agent of the certificates
representing the shares of stock of the corporation. He shall
maintain a stock transfer book, the stubs of which shall set
forth among other things, the names and addresses of the holders
of all issued shares of the corporation, the number of shares
held by each, the certificate numbers representing such shares,
the date of issue of the certificates representing such shares,
and whether or not such shares originate from original issue or
from transfer. Subject to Section 3.7, the names and addresses
of the stockholders as they appear on the stubs of the stock
transfer book shall be conclusive evidence as to who are the
stockholders of record and as such entitled to receive notice of
the meetings of stockholders; to vote at such meetings; to
examine the list of the stockholders entitled to vote at
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meetings; to receive dividends; and to own, enjoy and exercise
any other property or rights deriving from such shares against
the corporation. Each stockholder shall be responsible for
notifying the Secretary in writing of any change in his name or
address and failure so to do will relieve the corporation, its
directors, officers and agents, from liability for failure to
direct notices or other documents, or pay over or transfer
dividends or other property or rights, to a name or address other
than the name and address appearing on the stub of the stock
transfer book.
2.11 Close of Transfer Book and Record Date. For the
purpose of determining stockholders entitled to notice of or to
vote at any meeting 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 of Directors may prescribe a period not
exceeding sixty (60) days prior to any meeting of the
stockholders during which no transfer of stock on the books of
the corporation may be made, or may fix a day not more than sixty
(60) days prior to the holding of any such meeting as the day as
of which stockholders entitled to notice of and to vote at such
meetings shall be determined; and only stockholders of record on
such day shall be entitled to notice or to vote at such meeting.
When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this
section, such determination shall apply to any adjournment
thereof.
ARTICLE III
STOCKHOLDERS AND MEETINGS THEREOF
3.1 Stockholders of Record. Only stockholders of record on
the books of the corporation shall be entitled to be treated by
the corporation as holders in fact of the shares standing in
their respective names, and the corporation shall not be bound to
recognize any equitable or other claim to, or interest in, any
shares on the part of any other person, firm or corporation,
whether or not it shall have express or other notice thereof,
except as expressly provided by the Nevada Business Corporation
Act.
3.2 Meetings. Meetings of stockholders shall be held at
the principal office of the corporation, or at such other place,
either within or without the State of Nevada, as specified from
time to time by the Board of Directors. If the Board of
Directors shall specify another location such change in location
shall be recorded on the notice calling such meeting.
3.3 Annual Meeting. The annual meeting of stockholders of
the corporation for the election of directors, and for the
transaction of such other business as may properly come before
the meeting, shall be held on such date, and at such time and
place as the Board of Directors shall designate by resolution.
If the election of directors shall not be held within the time
period designated herein for any annual meeting of the
stockholders, the Board of Directors shall cause the election to
be held at a special meeting of the stockholders as soon
thereafter as may be convenient. Failure to hold the annual
meeting at the designated time shall not work a forfeiture or
dissolution of the corporation.
3.4 Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President, by a
majority of the Board of Directors, or by the person or persons
authorized by resolution of the Board of Directors.
3.5 Actions at Meetings Not Regularly Called: Ratification
and Approval. Whenever all stockholders entitled to vote at any
meeting consent, either by (i) a writing on the records of the
meeting or filed with the Secretary; or (ii) presence at such
meeting and oral consent entered on the minutes; or (iii) taking
part in the deliberations at such meeting without objection; the
doings of such meeting shall be as valid as if had at a meeting
regularly called and noticed. At such meeting any business may
be transacted
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which is not excepted from the written consent or
to the consideration of which no objection for want of notice is
made at the time.
If a meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the
proceedings of the meeting may be ratified and approved and
rendered likewise valid and the irregularity or defect therein
waived by a writing signed by all stockholders having the right
to vote at such meeting.
Such consent or approval of stockholders may be made by
proxy or attorney, but all such proxies and powers of attorney
must be in writing.
3.6 Notice of Stockholders' Meeting: Signature; Contents; Service.
(A) The notice of stockholders' meetings shall be in
writing and signed by the President or a Vice President, or the
Secretary, or the Assistant Secretary, or by such other person or
persons as designated by the Board of Directors. Such notice
shall state the purpose or purposes for which the meeting is
called and the time when, and the place, which may be within or
without the State of Nevada, where it is to be held.
A copy of such notice shall be either delivered personally
to, or shall be mailed postage prepaid to, or shall be sent by
telecopy to, each stockholder of record entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days
before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears on the records of the
corporation, and upon such mailing of any such notice the service
thereof shall be complete, and the time of the notice shall begin
to run from the date upon which such notice is deposited in the
mail for transmission to such stockholder. Personal delivery of
any such notice to any officer of a corporation or association,
or to any member of a partnership, shall constitute delivery of
such notice to such corporation, association, or partnership. If
sent by telecopy, it shall be evidenced by proof of transmission
to the intended recipient.
Notice duly delivered or mailed to a stockholder in
accordance with the provisions of this section shall be deemed
sufficient, and in the event of the transfer of his stock after
such delivery or mailing and prior to the holding of the meeting,
it shall not be necessary to deliver or mail notice of the
meeting upon the transferee.
(B) Unless otherwise provided in the Articles of
Incorporation or these Bylaws, whenever notice is required to be
given, under any provision of Nevada law or the Articles of
Incorporation or Bylaws of the corporation, to any stockholder to
whom:
(i) 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 during the period
between those two consecutive annual meetings; or
(ii) 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
at his address as shown on the records of the corporation
and have been returned undeliverable, the giving of further
notices to him is not required. Any action or meeting taken
or held without notice to such a stockholder has the same
effect as if the notice had been given. If any such
stockholder delivers to the corporation a written notice
setting forth his current address, the requirement that
notice be given to him is reinstated.
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3.7 Waiver of Notice. Whenever any notice whatever is
required to be given to stockholders, a waiver thereof in
writing, signed by the person or persons entitled to the notice,
whether before or after the time stated therein, shall be deemed
equivalent thereto.
3.8 Voting Record. The officer or agent having charge of
the stock transfer books for shares of the corporation shall
make, at least ten (10) days before such meeting of stockholders,
a complete record of the stockholders entitled to vote at each
meeting of stockholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares
held by each. The record, for a period of ten (10) days prior to
such meeting, shall be kept on file at the principal office of
the corporation, whether within or without the State of Nevada,
and shall be subject to inspection by any stockholder for any
purpose germane to the meeting at any time during usual business
hours. Such record shall be produced and kept open at the time
and place of the meeting and shall be subject to the inspection
of any stockholder during the whole time of the meeting for the
purposes thereof.
The original stock transfer books shall be the prima facie
evidence as to who are the stockholders entitled to examine the
record or transfer books or to vote at any meeting of
stockholders.
3.9 Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at any meeting of stockholders, except
as otherwise provided by the Nevada Business Corporation Act and
the Articles of Incorporation. In the absence of a quorum at any
such meeting, a majority of the shares so represented may adjourn
the meeting from time to time for a period not to exceed sixty
(60) days without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as
originally noticed. The stockholders present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
3.10 Organization. The Board of Directors shall elect a
chairman from among the directors to preside at each meeting of
the stockholders. The Board of Directors shall elect a secretary
to record the discussions and resolutions of each meeting.
3.11 Manner of Acting. 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 proportion
or number or voting by classes is otherwise required by statute
or by the Articles of Incorporation or these Bylaws.
3.12 Stockholders' Proxies.
(A) At any meeting of the stockholders of the
corporation any stockholder may designate another person or
persons to act as a proxy or proxies. If any stockholder
designates two or more persons to act as proxies, a majority of
those persons present at the meeting, or, if only one is present,
then that one has and may exercise all of the powers conferred by
the stockholder upon all of the persons so designated unless the
stockholder provides otherwise.
(B) Without limiting the manner in which a stockholder
may authorize another person or persons to act for him as proxy
pursuant to subsection (A), the following constitute valid means
by which a stockholder may grant such authority:
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(i) A stockholder may execute a writing
authorizing another person or persons to act for him as
proxy. Execution may be accomplished by the signing of the
writing by the stockholder or 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.
(ii) A stockholder may authorize another person or
persons to act for him as proxy by transmitting or
authorizing the transmission of a telegram, cablegram, or
other means of electronic transmission to the person who
will be the holder of the proxy or to a firm that solicits
proxies or like agent who is authorized by the person who
will be the holder of the proxy to receive the transmission.
Any such telegram, cablegram or other means of electronic
transmission must either set forth or be submitted with
information from which it can be determined that the
telegram, cablegram or other electronic transmission was
authorized by the stockholder. If it is determined that the
telegram, cablegram, or other electronic transmission is
valid, the persons appointed by the corporation to count the
votes of stockholders and determine the validity of proxies
and ballots or other persons making those determinations
must specify the information upon which they relied.
(C) Any copy, communication by telecopier, or other
reliable reproduction of the writing or transmission created
pursuant to subsection (B), may be substituted for the original
writing or transmission for any purpose for which the original
writing or transmission could be used, if the copy, communication
by telecopier, or other reproduction is a complete reproduction
of the entire original writing or transmission.
(D) No such proxy is valid after the expiration of six
(6) months from the date of its creation, unless it is coupled
with an interest, or unless the stockholder specifies in it the
length of time for which it is to continue in force, which may
not exceed seven (7) years from the date of its creation.
Subject to these restrictions, any proxy properly created is not
revoked and continues in full force and effect until another
instrument or transmission revoking it or a properly created
proxy bearing a later date is filed with or transmitted to the
secretary of the corporation or another person or persons
appointed by the corporation to count the votes of stockholders
and determine the validity of proxies and ballots.
3.13 Voting of Shares. Unless otherwise provided by the
Articles of Incorporation or these Bylaws, each outstanding share
entitled to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of stockholders, and each
fractional share shall be entitled to a corresponding fractional
vote on each such matter.
3.14 Voting by Ballot. Voting on any question or in any
election may be by voice vote unless the presiding officer shall
order or any stockholder shall demand that voting be by ballot.
3.15 Cumulative Voting. No stockholder shall be permitted
to cumulate his votes in the election of directors or for any
other matter voted upon by stockholders.
3.16 Consent of Stockholders in Lieu of Meeting. Any action
required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if a written consent
thereto is signed by stockholders holding at least a majority of
the voting power, except that:
(A) If any greater proportion of voting power is
required for such action at a meeting, then the greater
proportion of written consents is required; and
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(B) This general provision for action by written
consent does not supersede any specific provision for action
by written consent contained in the Articles of
Incorporation, these Bylaws, or the Nevada Business
Corporation Act.
In no instance where action is authorized by written consent
need a meeting of stockholders be called or notice given. The
written consent must be filed with the minutes of the proceedings
of the stockholders.
3.17 Maintenance of Records at Registered Office; Inspection
and Copying of Records.
(A) The corporation shall keep a copy of the following
records at its registered office:
(i) a copy certified by the Washington Secretary
of State of its Articles of Incorporation, and all
amendments thereto;
(ii) a copy certified by an officer of the
corporation of its Bylaws and all amendments thereto; and
(ii) a stock ledger or a duplicate stock ledger,
revised annually, containing the names, alphabetically
arranged, of all persons who are stockholders of the
corporation, showing their places of residence, if known,
and the number of shares held by them respectively. In lieu
of the stock ledger or duplicate stock ledger, the
corporation may keep a statement setting out the name of the
custodian of the stock ledger or duplicate stock ledger, and
the present and complete post office address, including
street and number, if any, where the stock ledger or
duplicate stock ledger specified in this section is kept.
(B) The corporation shall maintain the records
required by subsection (A) in written form or in another form
capable of conversion into written form within a reasonable time.
(C) Any person who has been a stockholder of record of
the corporation for at least six (6) months immediately preceding
his demand, or any person holding, or thereunto authorized in
writing by the holders of, at least 5 percent of all of its
outstanding shares, upon at least five (5) days' written demand
is entitled to inspect in person or by agent or attorney, during
usual business hours, the stock ledger or duplicate stock ledger,
whether kept in the registered office of the corporation in
Nevada or elsewhere, and to make extracts therefrom. Holders of
voting trust certificates representing shares of the corporation
must be regarded as stockholders for the purpose of this
subsection.
(D) An inspection authorized by subsection (C) may be
denied to a stockholder or other person upon his refusal to
furnish to the corporation an affidavit that the inspection is
not desired for a purpose which is in the interest of a business
or object other than the business of the corporation and that he
has not at any time sold or offered for sale any list of
stockholders of any domestic or foreign corporation or aided or
abetted any person in procuring any such record of stockholders
for any such purpose.
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(E) In every instance where an attorney or other agent
of the stockholder seeks the right of inspection, the demand must
be accompanied by a power of attorney executed by the stockholder
authorizing the attorney or other agent to inspect on behalf of
the stockholder.
(F) The right to copy records under subsection (C)
includes, if reasonable, the
right to make copies by photographic, photocopy, or other means.
(G) The corporation may impose a reasonable charge to
recover the costs of labor and materials and the cost of copies
of any documents provided to the stockholder.
ARTICLE IV
DIRECTORS
4.1 Board of Directors. The business and affairs of the
corporation shall be managed by a board of not less than one (1)
nor more than eight (8) directors who shall be natural persons of
at least eighteen (18) years of age but who need not be
stockholders of the corporation or residents of the State of
Nevada and who shall be elected at the annual meeting of
stockholders or some adjournment thereof. Each director shall
hold office until the next succeeding annual meeting of
stockholders and until his successor shall have been elected and
shall qualify or until his death or until he shall resign or
shall have been removed. The Board of Directors may increase or
decrease the number of directors by resolution.
4.2 General Powers. The business and affairs of the
corporation shall be managed by the Board of Directors which may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles
of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders. The directors shall pass
upon any and all bills or claims of officers for salaries or
other compensation and, if deemed advisable, shall contract with
officers, employees, directors, attorneys, accountants, and other
persons to render services to the corporation.
Any contract or conveyance, otherwise lawful, made in the
name of the corporation, which is authorized or ratified by the
Board of Directors, or is done within the scope of the authority,
actual or apparent, given by the Board of Directors, binds the
corporation, and the corporation acquires rights thereunder,
whether the contract is executed or is wholly or in part
executory.
4.3 Regular Meetings. A regular, annual meeting of the
Board of Directors shall be held at the same place as, and
immediately after, the annual meeting of stockholders, and no
notice shall be required in connection therewith. The annual
meeting of the Board of Directors shall be for the purpose of
electing officers and the transaction of such other business as
may come before the meeting. The Board of Directors may provide,
by resolution, the time and place, either within or without the
State of Washington, for the holding of additional regular
meetings without other notice than such resolution.
4.4 Special Meetings. Special meetings of the Board of
Directors or any committee thereof may be called by or at the
request of the President or any two directors or, in the case of
a committee, by any member of that committee. The person or
persons authorized to call special meetings of the Board of
Directors or committee may fix any place, either within or
without the State of Washington, the date, and the hour of the
meeting and the business proposed to be transacted at the meeting
as the place for holding any special meeting of the Board of
Directors or committee called by them.
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4.5 Actions at Meetings Not Regularly Called: Ratification
and Approval. Whenever all directors entitled to vote at any
meeting consent, either by (i) a writing on the records of the
meeting or filed with the Secretary; or (ii) presence at such
meeting and oral consent entered on the minutes; or (iii) taking
part in the deliberations at such meeting without objection; the
doings of such meeting shall be as valid as if had at a meeting
regularly called and noticed. At such meeting any business may
be transacted which is not excepted from the written consent or
to the consideration of which no objection for want of notice is
made at the time.
If a meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the
proceedings of the meeting may be ratified and approved and
rendered likewise valid and the irregularity or defect therein
waived by a writing signed by all directors having the right to
vote at such meeting.
4.6 Notice of Directors' Meetings. Written notice of any
special meeting of the Board of Directors or any committee
thereof shall be given as follows:
(A) By mail to each director at his business address
at least three (3) days prior to the meeting. If mailed,
such notice shall be deemed to be delivered when deposited
in the United States mail, so addressed, with postage
thereon prepaid;
(B) By personal delivery or telegram at least twenty-
four (24) hours prior to the meeting to the business address
of each director, or in the event such notice is given on a
Saturday, Sunday, or holiday, to the residence address of
each director. If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram is
delivered to the telegraph company; or
(C) By telecopy providing proof of transmission to the
intended recipient.
Such notice shall state the place, date, and hour of the
meeting and the business proposed to be transacted at the
meeting.
4.7 Waiver of Notice. Whenever any notice whatever is
required to be given to directors, a waiver thereof in writing,
signed by the person or persons entitled to the notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
4.8 Quorum. Unless the Articles of Incorporation or these
Bylaws provide for a different proportion, a majority of the
number of directors then holding office or, in the case of a
committee, then constituting such committee, at a meeting duly
assembled is necessary to constitute a quorum for the transaction
of business, but a smaller number may adjourn from time to time
without further notice, until a quorum is secured.
4.9 Organization. The Board of Directors shall elect a
chairman from among the directors to preside at each meeting of
the Board of Directors and committee thereof. The Board of
Directors or committee shall elect a secretary to record the
discussions and resolutions of each meeting.
4.10 Manner of Acting. The act of directors holding a
majority of the voting power of the Board of Directors or, in the
case of a committee of the Board of Directors, present at a
meeting at which a quorum is present, shall be the act of the
Board of Directors, unless the act of a greater number is
required by the Articles of Incorporation or these Bylaws.
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4.11 Participation by Telephone or Similar Method. Unless
otherwise restricted by the Articles of Incorporation or these
Bylaws, members of the Board of Directors or any committee
designated by the Board of Directors may participate in a meeting
of such board or committee by means of a telephone conference or
similar method of communication by which all persons
participating in the meeting can hear and converse with each
other. Participation in a meeting pursuant to this section
constitutes presence in person at such meeting. Each person
participating in the meeting shall sign the minutes thereof. The
minutes may be signed in counterparts.
4.12 Consent of Directors in Lieu of Meeting. Unless
otherwise restricted by the Articles of Incorporation or these
Bylaws, any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if, before or after the action, a
written consent thereto is signed by all the members of the board
or such committee. Such written consent shall be filed with the
minutes of proceedings of the board or committee.
4.13 Vacancies.
(A) Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of
Directors. A director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office, and shall
hold such office until his successor is duly elected and shall
qualify. Any directorship to be filled by reason of an increase
in the number of directors shall be filled by the affirmative
vote of a majority of the directors then in office, though less
than a quorum, or by an election at an annual meeting, or at a
special meeting of stockholders called for that purpose. A
director chosen to fill a position resulting from an increase in
the number of directors shall hold office only until the next
election of directors by the stockholders, and until his
successor shall be elected and shall qualify.
(B) Unless otherwise provided in the Articles of
Incorporation, when one or more directors give notice of his or
their resignation to the board, effective at a future date, the
board may fill the vacancy or vacancies to take effect when the
resignation or resignations become effective, each director so
appointed to hold office during the remainder of the term of
office of the resigning director or directors.
4.14 Compensation. By resolution of the Board of Directors
and irrespective of any personal interest of any of the members,
each director may be paid his expenses, if any, of attendance at
each meeting of the Board of Directors, and may be paid a stated
salary as director or a fixed sum for attendance at each meeting
of the Board of Directors or both. No such payment shall
preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
4.15 Removal of Directors. Any director may be removed from
office by the vote of stockholders representing not less than
two-thirds of the voting power of the issued and outstanding
stock entitled to voting power, except that the Articles of
Incorporation may require the concurrence of a larger percentage
of the stock entitled to voting power in order to remove a
director.
4.16 Resignations. A director of the corporation may resign
at any time by giving written notice to the Board of Directors,
President or Secretary of the corporation. The resignation shall
take effect upon the date of receipt of such notice, or at such
later time specified therein. The acceptance of such resignation
shall not be necessary to make it effective, unless the
resignation requires such acceptance to be effective.
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ARTICLE V
OFFICERS
5.1 Number. The officers of the corporation shall be a
President, a Secretary, and a Treasurer, all of whom shall be
elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Any two or more offices may
be held by the same person.
5.2 Election and Term of Office. The officers of the
corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting
of the Board of Directors held after the annual meeting of the
stockholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
practicable. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until
his death or until he shall resign or shall have been removed in
the manner hereinafter provided.
5.3 Removal. Any officer or agent may be removed by the
Board of Directors, for cause or without cause, whenever in its
judgment the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create
contract rights.
5.4 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be
filled by the Board of Directors for the unexpired portion of the
term. In the event of absence or inability of any officer to
act, the Board of Directors may delegate the powers or duties of
such officer to any other officer, director, or person whom it
may select.
5.5 Powers. The officers of the corporation shall exercise
and perform the respective powers, duties and functions as are
stated below, and as may be assigned to them by the Board of
Directors.
(A) President. The President shall be the chief
executive officer of the corporation and, subject to the
control of the Board of Directors, shall have general
supervision, direction and control over all of the business
and affairs of the corporation. The President shall, when
present, and in the absence of a Chairman of the Board,
preside at all meetings of the stockholders and of the Board
of Directors. The President may sign, with the Secretary or
any other proper officer of the corporation authorized by
the Board of Directors, certificates for shares of the
corporation and deeds, mortgages, bonds, contracts, or other
instruments that the Board of Directors has authorized to be
executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent
of the corporation, or shall be required by law to be
otherwise signed or executed; and in general shall perform
all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors
from time to time.
(B) Vice President. If elected or appointed by the
Board of Directors, the Vice President (or in the event
there is more than one Vice President, the Vice Presidents
in the order designated by the Board of Directors, or in the
absence of any designation, then in the order of their
election) shall, in the absence of the President or in the
event of his death, inability or refusal to act, perform all
duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon
the President. Any Vice President may sign, with the
Treasurer or an
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Assistant Treasurer or the Secretary or an
Assistant Secretary, certificates for shares of the
corporation; and shall perform such other duties as from
time to time may be assigned to him by the President or by
the Board of Directors.
(C) Secretary. The Secretary shall: keep the minutes
of the proceedings of the stockholders and of the Board of
Directors in one or more books provided for that purpose;
see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; be
custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is
affixed to all documents the execution of which on behalf of
the corporation under its seal is duly authorized; keep a
register of the post office address of each stockholder
which shall be furnished to the Secretary by such
stockholder; sign with the Chairman or Vice Chairman of the
Board of Directors, or the President, or a Vice President,
certificates for shares of the corporation, the issuance of
which shall have been authorized by resolution of the Board
of Directors; have general charge of the stock transfer
books of the corporation; and in general perform all duties
incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the President or
by the Board of Directors.
(D) Assistant Secretary. The Assistant Secretary,
when authorized by the Board of Directors, may sign with the
Chairman or Vice Chairman of the Board of Directors or the
President or a Vice President certificates for shares of the
corporation the issuance of which shall have been authorized
by a resolution of the Board of Directors. An Assistant
Secretary, at the request of the Secretary, or in the
absence or disability of the Secretary, also may perform all
of the duties of the Secretary. An Assistant Secretary
shall perform such other duties as may be assigned to him by
the President or by the Secretary.
(E) Treasurer. The Treasurer shall: have charge and
custody of and be responsible for all funds and securities
of the corporation; receive and give receipts for moneys due
and payable to the corporation from any source whatsoever
and deposit all such moneys in the name of the corporation
in such banks, trust companies or other depositories as
shall be selected in accordance with the provisions of these
Bylaws; and keep accurate books of accounts of the
corporation's transactions, which shall be the property of
the corporation, and shall render financial reports and
statements of condition of the corporation when so requested
by the Board of Directors or President. The Treasurer shall
perform all duties commonly incident to his office and such
other duties as may from time to time be assigned to him by
the President or the Board of Directors. In the absence or
disability of the President and Vice President or Vice
Presidents, the Treasurer shall perform the duties of the
President.
(F) Assistant Treasurer. An Assistant Treasurer may,
at the request of the Treasurer, or in the absence or
disability of the Treasurer, perform all of the duties of
the Treasurer. He shall perform such other duties as may be
assigned to him by the President or by the Treasurer.
5.6 Compensation. All officers of the corporation may
receive salaries or other compensation if so ordered and fixed by
the Board of Directors. The Board shall have authority to fix
salaries and other compensation in advance for stated periods or
render the same retroactive as the Board may deem advisable. No
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
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5.7 Bonds. If the Board of Directors by resolution shall
so require, any officer or agent of the corporation shall give
bond to the corporation in such amount and with such surety as
the Board of Directors may deem sufficient, conditioned upon the
faithful performance of their respective duties and offices.
ARTICLE VI
PROVISIONS APPLICABLE TO OFFICERS AND DIRECTORS GENERALLY
6.1 Exercise of Powers and Performance of Duties by
Directors and Officers. Directors and officers of the
corporation shall exercise their powers, including, in the case
of directors, powers as members of any committee of the board
upon which they may serve, in good faith, in a manner he
reasonably believes to be in the best interests of the
corporation, and with such care as an ordinarily prudent person
in a like position would use under similar circumstances. In
performing their respective duties, directors and officers shall
be entitled to rely on information, opinions, reports books of
account or statements, including financial statements and other
financial data, in each case prepared or presented by persons and
groups listed in subsections (A), (B) and (C) of this section;
but a director or officer shall not be entitled to rely on such
information if he has knowledge concerning the matter in question
that would cause such reliance to be unwarranted. Those persons
and groups on whose information, opinions, reports, and
statements a director or officer is entitled to rely upon are:
(A) One or more officers or employees of the
corporation whom the director or officer reasonably believes to
be reliable and competent in the matters prepared or presented;
(B) Counsel, public accountants, or other persons as
to matters which the director or officer reasonably believes to
be within such persons' professional or expert competence; or
(C) A committee of the board upon which he does not
serve, duly established in accordance with the provisions of the
Articles of Incorporation or these Bylaws, as to matters within
its designated authority and matters on which committee the
director or officer reasonably believes to merit confidence.
6.2 Restrictions on Transactions Involving Interested
Directors or Officers; Compensation of Directors.
(A) No contract or other transaction between the
corporation and one or more of its directors or officers, or
between the corporation and any corporation, firm, or association
in which one or more of its directors or officers are directors
or officers or are financially interested, is void or voidable
solely for this reason or solely because any such director or
officer is present at the meeting of the Board of Directors or a
committee thereof that authorizes or approves the contract or
transaction, or because the vote or votes of common or interested
directors are counted for that purpose, if the circumstances
specified in any of the following paragraphs exist:
(i) The fact of the common directorship, office
or financial interest is disclosed or known to the Board of
Directors or committee and noted in the minutes, and the
board or committee authorizes, approves, or ratifies the
contract or transaction in good faith by a vote sufficient
for the purpose without counting the vote or votes of the
common or interested director or directors.
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(ii) The fact of the common directorship, office
or financial interest is disclosed or known to the
stockholders, and they approve or ratify the contract or
transaction in good faith by a majority vote of stockholders
holding a majority of the voting power. The votes of the
common or interested directors or officers must be counted
in any such vote of stockholders.
(iii) 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
action.
(iv) The contract or transaction is fair as to the
corporation at the time it is authorized or approved.
(B) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or a committee thereof that authorizes, approves, or
ratifies a contract or transaction, and if the votes of the
common or interested directors are not counted at the meeting,
then a majority of the disinterested directors may authorize,
approve, or ratify a contract or transaction.
6.3 Indemnification of Officers, Directors, Employees and
Agents; Advancement of Expenses.
(A) The corporation may 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, except
an action by or in the right of the corporation, by reason of the
fact that he 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 expenses, including attorneys' fees,
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit,
or proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, 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, does not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to
any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
(B) The corporation may 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 corporation 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 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 expenses, including amounts
paid in settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation. Indemnification may not be made
for any claim, issue, or matter as to which such a person has
been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction
determines upon application
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that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.
(C) 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 subsections (A) and (B), or in defense of any claim, issue,
or matter therein, he must be indemnified by the corporation
against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
(D) Any indemnification under subsections (A) and (B),
unless ordered by a court or advanced pursuant to subsection (E),
must 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. The determination must be made:
(i) By the stockholders;
(ii) By the Board of Directors by majority vote of
a quorum consisting of directors who were not parties to the
act, suit or proceeding;
(iii) If a majority vote of a quorum
consisting of directors who were not parties to the act,
suit or proceeding so orders, by independent legal counsel
in a written opinion; or
(iv) If a quorum consisting of directors who were
not parties to the act, suit or proceeding cannot be
obtained, by independent legal counsel in a written opinion.
(E) The Articles of Incorporation, these Bylaws, or an
agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending a civil or
criminal action, suit, or proceeding must be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit, or proceeding, upon receipt of
an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified
by the corporation. The provisions of this subsection do not
affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under
any contract or otherwise by law.
(F) The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to this section:
(i) Does not exclude any other rights to which a
person seeking indemnification or advancement of expenses
may be entitled under the Articles of Incorporation or any
bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise, for either an action in his
official capacity or an action in another capacity while
holding his office, except that indemnification, unless
ordered by a court pursuant to subsection (B) or for the
advancement of expenses made pursuant to subsection (E), may
not be made to or on behalf of any director or officer if a
final adjudication establishes that his acts or omissions
involved intentional misconduct, fraud, or a knowing
violation of the law and was material to the cause of
action.
(ii) Continues for a person who has ceased to be a
director, officer, employee or agent and inures to the
benefit of the heirs, executors, and administrators of such
a person.
ARTICLE VII
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DIVIDENDS; FINANCE
7.1 Dividends. The Board of Directors from time to time
may declare and the corporation may pay dividends on its
outstanding shares upon the terms and conditions and in the
manner provided by the Nevada Business Corporation Act and the
Articles of Incorporation.
7.2 Reserve Funds. The Board of Directors, in its
discretion, may set aside from time to time, out of the net
profits or earned surplus of the corporation, such sum or sums as
it deems expedient as a reserve fund to meet contingencies, for
equalizing dividends, for maintaining any property of the
corporation, and for any other purpose.
7.3 Banking. The moneys of the corporation shall be
deposited in the name of the corporation in such bank or banks or
trust company or trust companies, as the Board of Directors shall
designate, and may be drawn out only on checks signed in the name
of the corporation by such person or persons as the Board of
Directors, by appropriate resolution, may direct. Notes and
commercial paper, when authorized by the Board, shall be signed
in the name of the corporation by such officer or officers or
agent or agents as shall be authorized from time to time.
ARTICLE VIII
CONTRACTS, LOANS, AND CHECKS
8.1 Execution of Contracts. Except as otherwise provided
by statute or by these Bylaws, the Board of Directors may
authorize any officer or agent of the corporation to enter into
any contract, or execute and deliver any instrument in the name
of, and on behalf of the corporation. Such authority may be
general or confined to specific instances. Unless so authorized,
no officer, agent, or employee shall have any power to bind the
corporation for any purpose, except as may be necessary to enable
the corporation to carry on its normal and ordinary course of
business.
8.2 Loans. No loans shall be contracted on behalf of the
corporation and no negotiable paper or other evidence of
indebtedness shall be issued in its name unless authorized by the
Board of Directors. When so authorized, any officer or agent of
the corporation may effect loans and advances at any time for the
corporation from any bank, trust company, or institution, firm,
corporation, or individual. An agent so authorized may make and
deliver promissory notes or other evidence of indebtedness of the
corporation and may mortgage, pledge, hypothecate, or transfer
any real or personal property held by the corporation as security
for the payment of such loans. Such authority, in the Board of
Directors' discretion, may be general or confined to specific
instances.
8.3 Checks. Checks, notes, drafts, and demands for money
or other evidence of indebtedness issued in the name of the
corporation shall be signed by such person or persons as
designated by the Board of Directors and in the manner prescribed
by the Board of Directors.
8.4 Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of
the corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
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ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be the year adopted
by resolution of the Board of Directors.
ARTICLE X
CORPORATE SEAL
The Board of Directors may provide a corporate seal which
shall be circular in form and shall have inscribed thereon the
name of the corporation and the state of incorporation and the
words "CORPORATE SEAL."
ARTICLE XI
AMENDMENTS
Any Article or provision of these Bylaws may be altered,
amended or repealed, and new Bylaws may be adopted by a majority
of the directors present at any meeting of the Board of Directors
of the corporation at which a quorum is present.
ARTICLE XII
COMMITTEES
12.1 Appointment. The Board of Directors by resolution
adopted by a majority of the full Board, may designate one or
more committees, which, to the extent provided in the resolution
or resolutions or in these Bylaws, have and may exercise the
powers of the Board of Directors in the management of the
business and affairs of the corporation, and may have power to
authorize the seal of the corporation to be affixed to all papers
on which the corporation desires to place a seal. The
designation of such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or
any member thereof, of any responsibility imposed by law.
12.2 Name. The committee or committees must have such name
or names as may be stated in these Bylaws or as may be determined
from time to time by resolution adopted by the Board of
Directors.
12.3 Membership. Each committee must include at least one
director. Unless the Articles of Incorporation or these Bylaws
provide otherwise, the board of directors may appoint natural
persons who are not directors to serve on committees.
12.4 Procedure. A committee shall elect a presiding officer
from its members and may fix its own rules of procedure which
shall not be inconsistent with these Bylaws. It shall keep
regular minutes of its proceedings and report the same to the
Board of Directors for its information at the meeting thereof
held next after the proceedings shall have been taken.
12.5 Meetings. Regular meetings of a committee may be held
without notice at such time and places as the committee may fix
from time to time by resolution. Provisions relating to the call
of special meetings, notice requirements for special meetings,
waiver of notice, quorum requirements relating to meetings, and
method of taking action by a committee, are provided in Article
IV hereof.
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12.6 Vacancies. Any vacancy in a committee may be filled by
a resolution adopted by a majority of the full Board of
Directors.
12.7 Resignations and Removal. Any member of a committee
may be removed at any time with or without cause by resolution
adopted by a majority of the full Board of Directors. Any member
of a committee may resign from such committee at any time by
giving written notice to the President or Secretary of the
corporation, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
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CERTIFICATE
I hereby certify that the foregoing Bylaws, consisting of 20
pages, including this page, constitute the Bylaws of
PLDFET, Inc., adopted by the Board of Directors of the
corporation effective as of July 16, 1989.
/s/ Nancy L. Sanford
________________________________
Nancy L. Sanford, Secretary
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