BY-LAWS
OF
ARENA RESOURCES, INC.
ARTICLE I
Offices
Section 1. Principal Executive Office. The principal executive office
of the corporation shall be located at 4920 South Lewis Street, Suite 107,
Tulsa, Oklahoma 74105. The board of directors is hereby granted full power and
authority to change said principal executive office from one location to
another. Any such change shall be noted on the by-laws by the secretary,
opposite this Section, or this Section may be amended to state the new location.
Section 2. Other Offices. Other business offices may at any time be
established by the board of directors at such other places both within and
without the State of Nevada as the board of directors may from time to time
determine or the business of the corporation may require.
ARTICLE II
Meetings of Stockholders
Section 1. Place of Meetings. All annual or other meetings of
stockholders shall be held at the principal executive office of the corporation,
or at any other place within or without the State of Nevada which may be
designated by the board of directors and stated in the notice of the meeting.
Section 2. Annual Meetings. Annual meetings shall be held at such date
and time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. At such meetings, directors shall be
elected, reports of the affairs of the corporation shall be considered and any
other business may be transacted which is within the powers of the stockholders.
Section 3. Special Meetings. Special meetings of the stockholders, for
the purpose of taking any action permitted by the stockholders under the Nevada
Revised Statutes and the articles of incorporation, may be called at any time by
the chairman of the board or the president, by the board of directors or by one
or more stockholders holding not less than a majority of the shares of capital
stock of the corporation issued and outstanding and entitled to vote at the
meeting. Upon request in writing that a special meeting of stockholders be
called for any proper purpose, directed to the chairman of the board, the
president, any vice president or the secretary by any person (other than the
board of directors) entitled to call a special meeting of stockholders, the
officer forthwith shall cause notice to be given to stockholders entitled to
vote that a meeting will be held at a time requested by the person or person
calling the meeting, not less than 35 nor more than 60 days after receipt of the
request. If the notice is not given within 20 days after receipt of the request,
1
<PAGE>
the person or persons entitled to call the meeting may give the notice. If a
special meeting is called by any person or persons other than the board of
directors, the written request to an appropriate officer of the corporation
shall specify the time of such meeting and the nature of the business proposed
to be transacted, and shall be delivered personally or sent by registered mail
or by telegraphic or facsimile transmission.
Section 4. Notice of Meetings of Stockholders and Delivery of Reports
to Stockholders. Written notice of any meeting of stockholders shall be given to
each stockholder entitled to vote and a copy of each report to the stockholders
shall be given to each stockholder, in each case either personally or by mail or
other means of written communication, charges prepaid, addressed to such
stockholder at his address appearing on the books of the corporation or given by
him to the corporation for the purpose of notice. If any notice or report
addressed to the stockholder at the address of such stockholder appearing on the
books of the corporation is returned to the corporation by the United States
Postal Service marked to indicate that the United States Postal Service is
unable to deliver the notice or report to the stockholder at such address, all
future notices or reports shall be deemed to have been duly given without
further mailing if such notice or report shall be available for the stockholder
upon written demand of the stockholder at the principal executive office of the
corporation for a period of one year from the date of the giving of the notice
or report to all other stockholders. If a stockholder gives no address, notice
or a report shall be deemed to have been given to such stockholder if sent by
mail or other means of written communication addressed to the place where the
principal executive office of the corporation is situated, or if published at
least once in a newspaper of general circulation in the county in which the
principal executive office is located.
All such notices of meetings shall be given to each stockholder
entitled thereto not less than 10 days nor more than 60 days before each
meeting, and all such reports shall be given to each stockholder entitled
thereto at the times provided in Section 3 of Article VII of the bylaws or as
otherwise provided by applicable law. Any such notice or report shall be deemed
to have been given at the time when delivered personally or deposited in the
mail or sent by other means of written communication. An affidavit of mailing of
any such notice or report in accordance with the provisions of this Section,
executed by a responsible employee or any agent of the corporation, shall be
prima facie evidence of the giving of the notice or report.
Each such notice shall specify:
(a) the place, the date and the hour of the meeting;
(b) in the case of special meetings, the nature of the
business to be transacted (and no other business may be transacted at such
meeting);
(c) in the case of annual meetings, those matters which
the board of directors, at the time of the mailing of the notice, intends to
present for action by the stockholders;
2
<PAGE>
(d) If directors are to be elected, the names of nominees
intended at the time of the notice to be presented by the board of directors or
management for election; and
(e) such other matters, if any, as may be expressly
required by applicable law.
Section 5. Quorum. The presence in person or by proxy of the persons
entitled to vote a majority of the voting shares at any meeting shall constitute
a quorum for the transaction of business, except as otherwise provided by
applicable law or by the articles of incorporation. The stockholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum, or by any greater number of shares required to take such
action by applicable law or the articles of incorporation. Whenever under the
Nevada Revised Statutes any shares are disqualified from voting on any matter,
they shall not be considered outstanding for purposes of determining the quorum
required at a meeting held to act upon, or the required vote to approve action
upon, that matter.
Section 6. Adjourned Meeting and Notice Thereof. Any stockholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the voting shares, the holders of
which are either present in person or represented by proxy thereat, but in the
absence of a quorum no other business may be transacted at such meeting, except
as provided in the preceding Section 5. When any stockholders' meeting, annual
or special, is adjourned for more than 30 days, or if after adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
shall be given as in the case of an original meeting to each stockholder of
record entitled to vote at the meeting. Except as provided above, it shall not
be necessary to give notice of the time and place of the adjourned meeting or of
the business to be transacted thereat if the time and place thereof are
announced at the meeting at which such adjournment is taken. At the adjourned
meeting, provided the foregoing notice requirements, if applicable, and the
quorum requirements of the preceding Section 5 are satisfied, the stockholders
may transact any business which might have been transacted at the original
meeting.
Section 7. Voting. Pursuant to Section 1 of Article VI of the bylaws,
the board of directors may fix a record date for the determination of the
stockholders entitled to vote at any meeting of stockholders.
Unless the articles of incorporation provide for more or less than one
vote per share, each outstanding share, regardless of class, shall be entitled
to one vote on each matter on which such share is entitled to be voted. Any
holder of shares entitled to vote on any matter may vote part of his shares in
favor of the proposal and refrain from voting the remaining shares or (except in
voting upon election of directors) vote them against the proposal, but, if the
stockholder fails to specify the number of shares such stockholder is voting
affirmatively, it will be conclusively presumed that the stockholder's approving
vote is with respect to all shares such stockholder is entitled to vote. Voting
by the stockholders may be a voice vote or by ballot; provided, however, that
3
<PAGE>
all elections for directors must be by ballot upon demand made by a stockholder
at the meeting and before the voting begins.
Except as otherwise provided in the last two sentences of Section 5 of
this Article II:
(a) the affirmative vote of a majority of the shares actually
voted for or against a matter at a duly held meeting at which a quorum is
present (without giving effect to abstentions and broker non-votes) shall be the
act of the stockholders, unless the vote of a greater number or voting by
classes is required for such act by applicable law, the articles of
incorporation or the bylaws; and
(b) in the election of directors, the candidates receiving the
highest number of affirmative votes of shares entitled to be voted, up to the
number of directors to be elected by such shares, shall be elected. Votes
against a candidate for director and votes withheld shall have no legal effect.
If the articles of incorporation provide for more or less than one vote
for any shares on any matter, the references in this Section and in Section 5 of
this Article II to a majority or other proportion of shares means, as to such
matter, a majority or other proportion of the votes entitled to be cast by such
shares.
Section 8. Validation of Defectively Called or Noticed Meetings. The
transactions of any meeting of stockholders, annual or special, however called
and noticed and wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum is present pursuant to Section 5
of this Article II, either in person or by proxy, and if, either before or after
4
<PAGE>
the meeting, each of the following persons signs a written waiver of notice, a
consent to the holding of such meeting or an approval of the minutes thereof:
(a) any person entitled to vote at the meeting not
present at the meeting in person or by proxy;
(b) any person who, though present, has, at the beginning
of the meeting, properly objected to the transaction of any business because the
meeting was not lawfully called or convened; or
(c) any person who, though present, during the meeting
has properly objected to the consideration of particular matters of business
required by the Nevada Revised Statutes or the bylaws or otherwise to be
included in the notice of the meeting, but not so included.
Except as otherwise provided in the articles of incorporation, neither the
business to be transacted at, nor the purpose of, any annual or special meeting
of stockholders need be specified in any written waiver of notice, consent to
the holding of the meeting or approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.
Section 9. Action Without Meeting.
(a) Unless otherwise provided in the articles of
incorporation:
(I) directors may be elected without a meeting only
by a written consent signed by all the stockholders who would be
entitled to vote for the election of such directors; provided, that
with appropriate notice as hereinafter set forth, a director may be
elected at any time to fill a vacancy not filled by the directors by a
written consent signed by the holders of a majority of the outstanding
shares entitled to vote for the election of the directorship or
directorships which are vacant; and
(ii) any other action which, under any provision of
the Nevada Revised Statutes, may be taken at a meeting of the
stockholders, may be taken without a meeting, upon notice as
hereinafter set forth, if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding shares 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.
(b) Unless the consents of all stockholders entitled to vote
have been solicited in writing, prompt written notice shall be given of the
taking of any corporate action approved by stockholders without a meeting by
5
<PAGE>
less than unanimous written consent to those stockholders entitled to vote who
have not consented in writing. Such notices shall be given in the manner and
shall be deemed to have been given as provided in Section 4 of Article II of the
bylaws.
(c) All such written consents shall be filed with the
secretary of the corporation.
(d) Pursuant to Section 1 of Article VI of the bylaws, the
board of directors may fix a record date for the determination of stockholders
entitled to give such written consent.
(e) Any stockholder giving a written consent, or the
stockholder's proxy holders, or a transferee of the shares of a personal
representative of the stockholder or their respective proxy holders, may revoke
the consent by a writing received by the corporation prior to the time that
written consents of the number of shares required to authorize the proposed
action have been filed with the secretary of the corporation, but may not do so
thereafter. Such revocation is effective upon its receipt by the secretary of
the corporation.
Section 10. Proxies.
(a) At any meeting of stockholders, 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:
(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;
or
(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 which 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,
6
<PAGE>
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 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 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.
Section 11. Inspectors of Election. In advance of any meeting of
stockholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment
thereof. If inspectors of election are not so appointed, the chairman of any
such meeting may, and on the request of any stockholder or his proxy shall, make
such appointment at the meeting. The number of inspectors shall be either one or
three. If appointed at a meeting on the request of one or more stockholders or
their respective proxies, the majority of shares entitled to vote represented in
person or by proxy shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses to act, the vacancy may, and on the request of any stockholder or a
proxy of any stockholder entitled to vote shall, be filled by appointment by the
board of directors in advance of the meeting, or at the meeting by the chairman
of the meeting.
The duties of such inspectors shall include: determining the number of
shares outstanding and the voting power of each; the shares represented at the
meeting; the existence of a quorum; the authenticity, validity and effect of
proxies; receiving votes, ballots or consents; hearing and determining all
challenges and questions in any way arising in connection with the right to
vote; counting and tabulating all votes or consents; determining when the polls
shall close; determining the result; and such acts as may be proper to conduct
the election or vote with fairness to all stockholders. In the determination of
the validity and effect of proxies, the dates contained on the forms of proxy
shall presumptively determine the order of execution of the proxies, regardless
of the postmark dates on the envelopes in which they are mailed.
The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
7
<PAGE>
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.
Section 12. Presiding Officer; Order of Business; Conduct of Meeting.
(a) Meetings of the stockholders shall be presided over by
such person as shall be designated by the board of directors, if no designation
is made, then by the chairman of the board of directors, or if there is no
chairman of the board of directors, then the president. The secretary of the
corporation, or in his absence, an assistant secretary, shall act as secretary
of the meeting.
(b) Subject to the following, meetings of stockholders shall
generally follow accepted rules of parliamentary procedure.
(i) The chairman of the meeting shall have absolute
authority over matters of procedure and there shall be no appeal from
the ruling of the chairman. If the chairman, in his absolute
discretion, deems it advisable to dispense with the rules of
parliamentary procedure as to any one meeting of stockholders or a part
thereof, the chairman shall so state and shall clearly state the rules
under which the meeting or appropriate part thereof shall be conducted.
(ii) If disorder shall arise which prevents
continuation of the legitimate business of the meeting, the chairman
may quit the chair and announce the adjournment of the meeting, and
upon his so doing, the meeting is immediately adjourned.
(iii) The chairman may ask or require that anyone not
a bona fide stockholder or proxy holder leave the meeting.
(iv) A resolution or motion shall be only considered
for a vote if proposed by a stockholder or duly authorized proxy
holder, and seconded by an individual, who is a stockholder or duly
authorized proxy holder, other than the individual who proposed the
resolution or motion.
8
<PAGE>
ARTICLE III
Directors
Section 1. Powers. Subject to the limitations of the Nevada Revised
Statutes and any limitations in the articles of incorporation relating to action
required to be authorized or approved by the stockholders, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the board of directors. Without prejudice
to such general powers, but subject to the same limitations, it is hereby
expressly declared that the directors shall have the following powers:
First - To select and remove all the officers, agents and
employees of the corporation; prescribe such powers and duties for them as may
not be inconsistent with applicable law, the articles of incorporation or the
bylaws; fix their compensation and require from them security for faithful
service.
Second - To conduct, manage and control the affairs and
business of the corporation, and to make such rules and regulations therefore,
not inconsistent with applicable law, the articles of incorporation or the
bylaws, as they may deem appropriate.
Third - To change the principal executive office of the
corporation from one location to another as provided in Section 1 of Article I
of the bylaws; to fix and locate from time to time one or more subsidiary
offices of the corporation within or without the State of Nevada, as provided in
Section 2 of Article I of the bylaws; to designate any place within or without
the State of Nevada for the holding of any stockholders' meeting or meetings;
and to adopt, make and use a corporate seal, and to prescribe the forms of
certificates of stock and to alter the form of such seal and of such
certificates from time to time, as in their judgment they may deem appropriate,
provided such seal and such certificates shall at all times comply with the
provisions of applicable law.
Fourth - To authorize the issue of shares of stock of the
corporation from time to time, upon such terms as may be lawful.
Fifth - To borrow money and incur indebtedness for the
purposes of the corporation, and to cause to be executed and delivered
therefore, in the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecation or other evidences of debt and security
therefore.
Section 2. Number and Qualification of Directors. The number of
directors of the corporation shall not be less than three nor more than nine
until changed by amendment of the articles of incorporation and by a bylaw
amending this Section. The exact number of directors shall be fixed from to time
as any odd number, within the limits specified in this Section, by a resolution
adopted by the board of directors.
9
<PAGE>
Subject to the foregoing provisions for changing the number of
directors, the number of directors of this corporation has been fixed at three.
Section 3. Election and Term of Office. Directors shall be elected to
hold office until the succeeding annual meeting of stockholders, and until their
respective successors have been elected and qualified. Directors shall be
elected at each annual meeting of stockholders, but if any such annual meeting
is not held or directors are not elected thereat, directors may be elected at
any special meeting of stockholders held for that purpose. Each director,
including a director elected to fill a vacancy, shall hold office until the
expiration of the term for which such director was elected, and until a
successor has been elected and qualified, subject to the Nevada Revised Statutes
and the provisions of the bylaws with respect to vacancies on the board of
directors.
Section 4. Vacancies.
(a) A vacancy on the board of directors shall be deemed to
exist in case of the death, resignation or removal of any director, if the
authorized number of directors is increased or if the stockholders fail, at any
annual or special meeting of stockholders at which any director or directors are
to be elected, to elect the full authorized number of directors to be voted for
at that meeting.
(b) Except as otherwise provided in the articles of
incorporation, any or all of the directors may be removed with or without cause
if such removal is approved by the affirmative vote of at least two-thirds of
the outstanding shares entitled to vote on the election of directors, provided
that when by the provisions of the articles of incorporation the holders of the
shares of any class or series, voting as a class or series, are entitled to
elect one or more directors, any directors so elected may be removed only by the
applicable vote of the holders of the shares of that class or series.
No reduction in the authorized number of classes of directors shall
have the effect of removing any director prior to the expiration of his term of
office.
(c) Any director may resign effective upon giving written
notice to the chairman of the board, the president, the secretary or the board
of directors of the corporation, unless the notice specifies a later time for
the effectiveness of such resignation. If the board of directors accepts the
resignation of a director tendered to take effect at a future time, the board of
directors shall have power to elect a successor to take office when the
resignation is to become effective.
(d) Vacancies in the board of directors may be filled (I) by
the affirmative vote of a majority of the directors then in office present at a
duly held meeting at which a quorum is present or the unanimous written consent
of the directors then in office or (ii) if the number of directors then in
office is less than a quorum, by the unanimous written consent of the directors
then in office, or the affirmative vote of a majority of the directors then in
office at a duly held meeting of such directors or a sole remaining director;
and each director so elected shall hold office until his successor is elected
and qualified. The stockholders may elect a director or directors at any time to
10
<PAGE>
fill any vacancy or vacancies not filled by the directors. Any such election by
written consent shall require the consent of holders of a majority of the
outstanding shares entitled to vote for the election of such directors.
Section 5. Annual Meeting. Immediately following each annual meeting of
stockholders, the board of directors shall hold a regular meeting at the place
of said annual meeting, or at such other place as shall be fixed by the board of
directors, for the purpose of organization, election of officers and the
transaction of other business. Call and notice of such meetings are hereby
dispensed with.
Section 6. Other Regular Meetings. Other regular meetings of the board
of directors shall be held during each year, at such times and places as the
board of directors may from time to time provide by resolution, either within or
without the State of Nevada, without other notice than such resolution.
Section 7. Special Meetings. Special meetings of the board of directors
for the purpose of taking any action permitted by the directors under the Nevada
Revised Statutes and the articles of incorporation may be called at any time by
the chairman of the board, the president, the secretary or any two directors.
Notice of the date, hour and place of special meetings shall be given to each
director (a) personally or by telephone, telegraph or facsimile transmission, in
each case at least 24 hours prior to the holding of the meeting or (b) by first
class mail, charges prepaid, addressed to him at his address as it is shown upon
the records of the corporation or, if it is not so shown on such records and is
not readily ascertainable, at the place at which the meetings of the directors
are regularly held, at least two days prior to the holding or the meeting.
Notice by mail shall be deemed to have been given at the time a written notice
is deposited in the Unites States mail, postage prepaid. Any other written
notice shall be deemed to have been given at the time it is personally delivered
to the recipient or is delivered to a common carrier for transmission, or
actually transmitted by the person giving the notice by electronic means to the
recipient. Oral notice shall be deemed to have been given at the time it is
communicated, in person or by telephone, to the recipient or to a person at the
office of the recipient who the person giving the notice has reason to believe
will promptly communicate it to the recipient. Any notice shall state the date,
place and hour of the meeting and may, but shall not be required to, state the
general nature of the business to be transacted.
Section 8. Waiver of Defectively Called or Noticed Meetings. Notice of
a meeting need not be given to a director who signs a waiver of notice, or a
consent to holding the meeting or an approval of the minutes thereof, whether
before or after the meeting, or who attends the meeting without protesting,
prior to or at the commencement of the meeting, the lack of proper notice to
him. Any such waiver or consent shall state the date, place and hour of the
meeting, but need not specify the purpose of the meeting. All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.
Section 9. Place of Meeting. Regular and special meetings of the board
of directors shall be held at any place within or without the State of Nevada
11
<PAGE>
which has been designated from time to time by resolution of the board of
directors. In the absence of such designation, regular and special meetings
shall be held at the principal executive office of the corporation.
Section 10. Action at a Meeting; Quorum and Required Vote. Presence in
person of a majority of the authorized number of directors at a meeting of the
board of directors constitutes a quorum for the transaction of business, except
as hereinafter provided. Members of the board may participate in a meeting
through use of conference telephone or similar communications equipment, so long
as all members participating in such meeting can hear one another. Participation
in a meeting as permitted by the preceding sentence constitutes presence in
person at such meeting. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the board of directors, unless a greater number, or the
same number after disqualifying one or more directors from voting, is required
by the Nevada Revised Statutes, the articles of incorporation or the bylaws. A
meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of a director, provided that any action taken is
approved by at least a majority of the required quorum for such meeting.
Section 11. Adjournment. A majority of the directors present at any
meeting, whether or not a quorum is present, may adjourn any meeting of the
board of directors to meet again at a stated date, hour and place. If any
meeting is adjourned for more than 48 hours, notice of any adjournment to
another date, hour or place shall be given prior to the time of the adjourned
meeting to the directors who were not present at the time of adjournment.
Otherwise, notice of the date, hour and place of holding an adjourned meeting
need not be given to absent directors if the date, hour and place are fixed at
the meeting adjourned.
Section 12. Action Without Meeting. Any action by the board of
directors may be taken without a meeting if all members of the board of
directors shall individually or collectively consent in writing to such action.
Such written consent or consents shall be filed with the minutes of the
proceedings of the board of directors and shall have the same force and effect
as a unanimous vote of the directors.
Section 13. Committees of the Board. By resolution adopted by the board
of directors, the board of directors may designate an executive committee, an
audit committee and such other committees as it shall determine, each consisting
of at least one director and which may include one or more other persons who
need not be directors, to serve at the pleasure of the board of directors, and
prescribe the manner in which proceedings of such committees shall be conducted.
The appointment of members or alternate members of a committee shall be made by
a majority vote of the board of directors. For purposes of the bylaws, the term
"audit committee" shall mean any committee of the board of directors to which is
delegated the function of periodically reviewing the financial condition, and
the results of audit examinations, of the corporation with the corporation's
independent public accountants. The audit committee, if appointed, shall not
include any officer or employee of the corporation or its subsidiaries unless
the board of directors shall specifically designate an officer or employee to
12
<PAGE>
serve on such committee. Unless the board of directors shall otherwise prescribe
the manner of proceedings of any such committee, meetings of such committee may
be scheduled in advance, in which case call and notice of any such meetings are
hereby dispensed with, and may be called at any time by any member thereof;
otherwise, the provisions of the bylaws with respect to notice and conduct of
meetings of the board of directors shall govern. Any such committee, to the
extent provided in a resolution of the board of directors, may have all of the
authority of the board of directors, expect with respect to:
(a) the approval of any action for which the Nevada Revised
Statutes, the articles of incorporation or the bylaws also requires approval of
the stockholders;
(b) the filling of vacancies on the board of directors or on
any committee;
(c) the fixing of compensation of the directors for serving on
the board of directors or on any committee;
(d) the adoption, amendment or repeal of bylaws;
(e) the amendment or repeal of any resolution of the board of
directors which by its express terms is not so amendable or repealable;
(f) any distribution to the stockholders, except at a rate or
in a periodic amount or within a range determined by the board of directors; and
(g) the appointment of other committees of the board of
directors or the members thereof.
Section 14. Compensation. Directors, and members of any committee of
the board of directors, shall be entitled to such compensation for their
services as directors and members of any such committee as shall be fixed from
time to time by resolution of the board of directors and shall also be entitled
to reimbursement for any reasonable expenses incurred in attending such
meetings. Any director receiving compensation under these provisions shall not
be barred from serving the corporation in any other capacity and receiving
compensation for such other services.
Section 15. Transfer Agents and Registrars. The board of directors may
appoint one or more transfer agents and one or more registrars, either domestic
or foreign, at such times and places as the requirements of the corporation may
necessitate.
13
<PAGE>
ARTICLE IV
Officers
Section 1. Officers. The officers of the corporation shall be a
president, a secretary and a treasurer. The corporation may also have, at the
discretion of the board of directors, a chairman of the board, a chief financial
officer, one or more vice presidents, one or more assistant secretaries, one or
more assistant treasurers and such other officers as may be appointed in
accordance with the provisions of Section 3 of Article IV. One person may hold
any two or more offices.
Section 2. Election. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article IV, shall be chosen annually by the board of
directors; provided, however, that each officer of the corporation shall hold
his office at the pleasure of the board of directors, or until he shall resign
or shall become disqualified to serve, or until his successor shall be elected
and qualified, subject, in each case, to the rights, if any, of the corporation
and any such officer under any contract of employment between the corporation
and the officer.
Section 3. Subordinate Officers, Etc. The board of directors may
appoint, and may empower the chairman of the board, the president or any vice
president to appoint, such other officers as the business of the corporation may
require, each of whom shall hold office for such period, have such authority and
perform such duties as provided in the bylaws or as the board of directors may
from time to time determine.
Section 4. Removal and Resignation.
(a) Any officer may be removed, either with or without cause,
by the board of directors, at any regular or special meeting thereof, or, except
in case of an officer chosen by the board of directors, by any officer upon whom
such power of removal may be conferred by the board of directors, subject, in
each case, to the rights, if any, of an officer under any contract of employment
with the corporation.
(b) Any officer may resign at any time by giving written
notice to the board of directors, the president or the secretary of the
corporation, without prejudice, however, to the rights, if any, of the
corporation under any contract to which such officer is a party. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies. A vacancy in any office as a result of any cause
shall be filled in the manner prescribed in the bylaws for regular appointments
to such office.
14
<PAGE>
Section 6. Chairman of the Board. The chairman of the board, if there
shall be such an officer, shall be elected from among the directors and shall,
if present, preside at all meetings of the board of directors and exercise and
perform such other powers and duties as may be from time to time assigned to him
by the board of directors or prescribed by the bylaws.
Section 7. President. Subject to such supervisory powers, if any, as
may be given by the board of directors to the chairman of the board, if there be
such an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors, have
general supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the stockholders and, in the
absence of the chairman of the board, or if there be none, at all meetings of
the board of directors. He shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the board of directors
or the bylaws.
Section 8. Vice President(s). In the absence or disability of the
president, the vice presidents in order of their rank as fixed by the board of
directors or, if not ranked, the vice president designated by the board of
directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as are incident to the office of corporate vice president and as
from time to time may be prescribed for them respectively by the board of
directors or the bylaws.
Section 9. Secretary. The secretary shall record or cause to be
recorded, and shall keep or cause to be kept, at the principal executive office
and such other place or places as the board of directors may order, a book of
minutes of actions taken at all meetings of, and by all written consents of,
directors and stockholders, together with, in the case of meetings, the time and
place of holding, whether regular or special and, if special, how authorized,
the notice thereof given, the names of those present at meetings of stockholders
and the proceedings thereof. The secretary shall keep, or cause to be kept, at
the principal executive office or at the office of the corporation's transfer
agent or registrar, a stock ledger, or a duplicate stock ledger, showing the
names of the stockholders, alphabetically arranged, and their address, the
number and classes of shares held by each, the number and date of certificates
issued for such shares and the number and date of cancellation of every
certificate surrendered for cancellation. If the stock ledger or duplicate stock
ledger is kept at the office of the corporation's transfer agent or registrar, a
statement containing the name and address of the custodian of the stock ledger
or duplicate stock ledger shall be kept at the corporation's principal executive
office. The secretary shall give, or cause to be given, notice of all the
meetings of the stockholders and of the board of directors required by the
bylaws or by law to be given, and shall keep the seal of the corporation in safe
custody, and shall have such other powers and perform such other duties as are
incident to the office of corporate secretary and as may be prescribed by the
board of directors or the bylaws.
Section 10. Treasurer. The treasurer shall keep and maintain, or cause
to be kept and maintained, adequate and correct accounts of the properties and
15
<PAGE>
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus and
shares. The books of account shall at all reasonable times be open to inspection
by any director. The treasurer shall deposit all moneys and other valuables in
the name and to the credit of the corporation with such depositories as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and the board of directors, whenever they request it, an account of
all of his transactions as treasurer and of such other duties as are incident to
the office of corporate treasurer and as may be prescribed by the board of
directors or the bylaws.
Section 11. Compensation. The salaries and other compensation for the
principal officers of the corporation shall be fixed, from time to time, by the
board of directors. No officer shall be disqualified from receiving a salary or
such other compensation by reason of his also being a director of the
corporation.
ARTICLE V
Indemnification of Corporate Agents;
Purchase of Liability Insurance
Section 1. Indemnification of Agents of the Corporation; Purchase of
Liability Insurance.
(a) The corporation 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, except an action by or in the right of the corporation, by reason
of the act 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 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 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
16
<PAGE>
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
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. However,
indemnification shall not be made for any claim, issue or matter as to which 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 that in view of all the circumstances of the case,
the person is fair and reasonably entitled to indemnify 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 subsection (a) or (b), or in
defense of any claim, issue or matter therein, he shall 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 subsection (a) or (b), unless
ordered by a court or advanced pursuant to subsection (e), shall be made by the
corporation only as authorized in the specified case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances, The determination shall be made: (I) by the stockholders; (ii) by
the board of directors by a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding; (iii) if a majority vote
of a quorum consisting of directors who were not parties to the action, 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 action, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.
(e) The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding shall 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 (e) 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 Article V (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, the bylaws or any
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), shall not be made to or on behalf of any director or officer if
a final adjudication establishes that his acts or omissions involved intentional
17
<PAGE>
or knowing violatmisconduct, fraud ion of the law and were 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.
(g) The corporation may purchase and maintain insurance or
make other financial arrangements on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, for
any liability asserted against him and liability and expenses incurred by him in
his capacity as a director, officer, employee or agent, or arising out of his
status as such, whether or not the corporation has the authority to indemnify
him against such liability and expenses. The other financial arrangements made
by the corporation may include any now or hereafter permitted by applicable law.
(h) In the event that the Nevada Revised Statutes shall
hereafter permit or authorize indemnification by the corporation of the
directors, officers, employees or agents of the corporation for any reason or
purpose or in any manner not otherwise provided for in this Article V, then such
directors, officers, employees and agents shall be entitled to such
indemnification by making written demand therefore upon the corporation, it
being the intention of this Article V at all times to provide the most
comprehensive indemnification coverage to the corporation's directors, officers,
employees and agents as may now or hereafter be permitted by the Nevada Revised
Statutes.
(i) The foregoing indemnification provisions shall inure to
the benefit of all present and future directors, officers, employees and agents
of the corporation and all persons now or hereafter serving at the request of
the corporation as directors, officers, employees or agents of another
corporation, partnership, joint venture, trust or other enterprise and their
heirs, executors and administrators, and shall be applicable to all acts or
omissions to act of any such persons, whether such acts or omissions to act are
alleged to have or actually occurred prior to or subsequent to the adoption of
this Article V.
Section 2. Vested Rights. Neither the amendment nor repeal of this
Article V, nor the adoption of any provision of the articles of incorporation or
the bylaws or of any statute inconsistent with this Article V, shall adversely
affect any right or protection of a director, officer, employee or agent of the
corporation existing at the time of such amendment, repeal or adoption of such
inconsistent provision.
18
<PAGE>
ARTICLE VI
Shares and Share Certificates
Section 1. Record Date.
(a) The board of directors may fix a time in the future as a
record date for the determination of the stockholders entitled to notice of and
to vote at any meeting of stockholders or entitled to give consent to corporate
action in writing without a meeting, to receive any report, to receive any
dividend or distribution or any allotment of rights or to exercise any rights in
respect of any other lawful action. The record date so fixed shall be not more
than 60 days nor less than 10 days prior to the date of any meeting, nor more
than 60 days prior to any other event for the purposes of which it is fixed.
(b) A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting unless the board of directors fixes a new record date for the
adjourned meeting, but the board of directors shall fix a new record date if the
meeting is adjourned for more than 30 days from the date set for the original
meeting.
(c) When a record date is fixed, only stockholders of record
on the close of business on that date are entitled to notice of and to vote at
any such meeting, to give consent without a meeting, to receive any report, to
receive a dividend, distribution or allotment of rights or to exercise the
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date, except as otherwise provided in
the articles of incorporation, by agreement, by the Nevada Revised Statutes or
in Section 4 of this Article VI.
Section 2. Certificate for Shares. Every holder of shares in the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the chairman of the board or the president or a vice president
and by the treasurer or an assistant treasurer or the secretary or an assistant
secretary, certifying the number of shares and the class or series of shares
owned by the stockholder. Any of the signatures on the certificate may be by
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if such
person were an officer, transfer agent or registrar at the date of issuance.
Any certificate for shares shall contain such legend or other statement
as may be required by the Nevada Revised Statutes, applicable federal or state
securities laws, other applicable law or regulation or any agreement between the
corporation and the issuee thereof.
Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the board of directors or the bylaws may
provide; provided, however, that any such certificate so issued prior to full
payment shall state on the face thereof the amount theretofore paid, the amount
remaining unpaid and the terms of payment thereof.
19
<PAGE>
No new certificate for shares shall be issued in lieu of an old
certificate unless the latter is surrendered and canceled at the same time;
provided, however, that a new certificate shall be issued without the surrender
and cancellation of the old certificate if: (I) the old certificate is lost,
apparently destroyed or wrongfully taken; (ii) the request for the issuance of
the new certificate is made within a reasonable time after the owner of the old
certificate has notice of its loss, destruction or the; (iii) the request for
the issuance of a new certificate is made prior to the receipt of notice by the
corporation that the old certificate has been acquired by a bona fide purchaser;
(iv) if required by the corporation, the owner of the old certificate furnishes
sufficient indemnity to or provides other adequate security to the corporation;
and (v) the owner of the old certificate satisfies any other reasonable
requirements imposed by the corporation. In the event of the issuance of a new
certificate, the rights and liabilities of the corporation, and of the holders
of the old and new certificates, shall be governed by the provisions of the
Nevada Uniform Commercial Code.
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 therefore
conforming to the rights of the holder, the board of directors may order any
holders of outstanding certificates for share to surrender and exchange them for
new certificates within a reasonable time to be fixed by the board of directors.
The order may provide that a holder of any certificates so ordered to be
surrendered is not entitled to vote or to receive dividends or exercise any of
the other rights of stockholders until the holder has complied with the order,
but such order operates to suspend such rights only after notice and until
compliance. The duty of surrender of any outstanding certificates may also be
enforced by civil action.
Section 3. Transfer of Shares. Upon surrender to the secretary or
transfer agent or registrar of the corporation of a certificate for shares fully
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books, unless under applicable federal or state
securities laws or otherwise such transfer would be adverse to the best
interests of the corporation or unless the corporation has notice of an adverse
claim, which may be an adverse claim of the corporation, to the certificate.
Section 4. Stockholders of Record. Voting by stockholders shall in all
cases be subject to the following provisions:
(a) Subject to subsection (h) of this Section 4, shares held
by an administrator, executor, guardian, conservator or custodian may be voted
by such holder either in person or by proxy, without a transfer of such shares
into the holder's name, and shares standing in the name of a trustee may be
voted by the trustee, either in person or by proxy, but no trustee shall be
entitled to vote shares held by such trustee without a transfer of such shares
into the trustee's name.
(b) Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a receiver may be
20
<PAGE>
voted by such receiver without the transfer thereof into the receiver's name if
authority to do so is contained in the order of the court by which such receiver
was appointed.
(c) Except where otherwise agreed in writing between the
parties, a stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledge shall be entitled to vote the shares so transferred.
(d) Shares standing in the name of a minor may be voted and
the corporation may treat all rights incident thereto as exercisable by the
minor, in person or by proxy, whether or not the corporation has notice, actual
or constructive, of the nonage, unless a guardian of the minor's property has
been appointed and written notice of such appointment given to the corporation.
(e) If authorized to vote the shares by the power of attorney
by which the attorney- in-fact was appointed, shares held by or under control of
an attorney-in-fact may be voted and the corporation may treat all rights
incident thereto as exercisable by the attorney-in-fact, in person or by proxy,
without transfer of the shares into the name of the attorney-in-fact.
(f) Shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxy holder as the
articles of incorporation or the bylaws of such other corporation may prescribed
or, in the absence of such provision, as the board of directors of such other
corporation may determine or, in the absence of such determination, by the
chairman of the board, president or any vice president of such other
corporation, or by any other person authorized to do so by the board of
directors, president or any vice president of such other corporation. Shares
which are purported to be voted or any proxy purported to be executed in the
name of a corporation (whether or not any title of the person signing is
indicated) shall be presumed to be voted or the proxy executed in accordance
with the provisions of this subsection, unless the contrary is shown.
(g) Subject to subsection (h) below, shares of the corporation
owned by the corporation or any subsidiary shall not be entitled to vote on any
matter and shall not be counted in determining the total number of outstanding
shares. Solely for purposes of this subsection and subsection (h) below, a
"subsidiary" of the corporation shall mean a corporation, shares of which
possessing a majority of the power to vote for the election of directors at the
time determination of such voting power is made, are owned directly, or
indirectly through one or more subsidiaries, by the corporation.
(h) Shares held by the corporation in a fiduciary capacity,
and shares of the corporation held in a fiduciary capacity by any subsidiary,
shall not be entitled to vote on any matter, except to the extent that the
settler or beneficial owner possesses and exercises a right to vote or give the
corporation binding instructions as to how to vote such shares.
21
<PAGE>
(i) If shares stand of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a stockholder voting agreement
or otherwise, or if two or more persons (including proxy holders) have the same
fiduciary relationship respecting the same shares, unless the secretary of the
corporation is given written notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship wherein
it is so provided, their acts with respect to voting shall have the following
effect:
(i) If only one votes, such act binds all;
(ii) If more than one vote, the act of the
majority so voting binds all; and
(iii) If more than one vote, but the vote is
evenly split on any particular matter, each faction may vote the securities in
question proportionately.
If the instrument so filed or the registration of the shares shows that any such
tenancy is held in unequal interests, a majority or even split for the purposes
of this Section shall mean a majority or even split in interest.
ARTICLE VII
Records and Reports
Section 1. Maintenance of Books and Records. The corporation shall keep
adequate and correct books and records of account and shall keep minutes of the
proceedings of its stockholders, board of directors and committees of the board
of directors and shall keep at its principal executive office, or at the office
of its transfer agent or registrar, a record of its stockholders, giving the
names and addresses of all stockholders and the number and class of shares held
by each stockholder. Such minutes shall be kept in written form. Such other
books and records may be kept either in written form or in any other form
capable of being converted into written form within a reasonable time. The
corporation shall keep at its principal executive office, or if its principal
executive office is not in Nevada, then at its principal office, if any, in
Nevada, a copy of the articles of incorporation, as amended to date, certified
by the Secretary of State, and the original or a copy of the bylaws, as amended
to date, certified by an officer of the corporation.
Section 2. Inspection of Corporate Records. Every director shall have
the absolute right at any reasonable time to inspect and copy all books, records
and documents of every kind and to inspect the physical properties of the
corporation and its subsidiaries. Such inspection by a director may be made in
person or by agent or attorney and the right of inspection includes the right to
copy and make extracts.
22
<PAGE>
Section 3. Annual Reports.
(a) At such times as the corporation is subject to the
Securities Exchange Act of 1934, as amended, the board of directors shall cause
an annual report to be sent to the stockholders not later than 120 days after
the close of the fiscal year; provided that such report shall be sent to the
stockholders at least 10 days prior to the annual meeting of stockholders. Such
report shall contain all matters required by the Securities Exchange Act of
1934, as amended and other applicable laws.
(b) Any report required by this Section shall be given in the
manner and shall be deemed to have been given by the corporation as provided in
Section 4 of Article II of the bylaws.
Section 4. Annual Statement of Information. The corporation shall file
annually with the Secretary of State of the State of Nevada, on the prescribed
form, a statement in compliance with Section 78.150 of the Nevada Revised
Statutes.
ARTICLE VIII
Miscellaneous
Section 1. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the board of directors.
Section 2. Contracts, Etc., How Executed. The board of directors,
except as otherwise provided in the bylaws, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances; and, unless so authorized by the
board of directors, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount. Subject to the
provisions of applicable law, any note, mortgage, evidence of indebtedness,
contract, share certificate, conveyance or other document or instrument in
writing and any assignment or endorsements thereof executed or entered into
between the corporation and any other person, when signed by the chairman of the
board, the president, any vice president, the chief financial officer, the
treasurer or any assistant treasurer of the corporation shall be valid and
binding on the corporation in the absence of actual knowledge on the part of the
other person that the signing officers had no authority to execute the same.
Section 3. Representation of Shares of Other Corporations. Any officer
of the corporation is authorized to vote, represent and exercise on behalf of
the corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of the corporation. The
authority herein granted to such officers to vote or represent on behalf of the
corporation any and all shares held by the corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
such officers.
23
<PAGE>
Section 4. Seal. The corporation shall adopt and may, but shall not be
required to, use a corporate seal consisting of a circle setting forth on its
circumference the name of the corporation and showing the state and date of
incorporation.
Section 5. Fiscal Year. Unless changed by resolution of the board of
directors, the fiscal year of the corporation shall end on the last day of
March.
Section 6. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors, which authority may be
general or confined to specific instances.
Section 7. Deposits. The board of directors shall select banks, trust
companies or other depositories in which all funds of the corporation not
otherwise employed shall, from time to time, be deposited to the credit of the
corporation.
Section 8. Construction and Definitions. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the Nevada Revised Statutes shall govern the construction of the
bylaws. Without limiting the generality of the foregoing, the masculine gender
includes the feminine and neuter, the singular number includes the plural number
and the plural number includes the singular and the term "person" includes a
corporation or other entity as well as a natural person.
Section 9. Preclusion of Acquisition of Controlling Interest--Statute.
The Incorporators and initial Directors, being fully advised of the Nevada
Statutory Provisions related to treatment of the acquisition of controlling
sharehold interest pursuant to subsequent share transactions, wish to invoke the
provisions of Nevada Revised Statutes (NRS) ss. 78.378, or any subsequent or
other related provision of section, to hereby elect out of any application of
the acquisition of a controlling Sharehold Interest under Nevada Law, NRS ss.ss.
78.378-78.3793, or other or subsequent related provisions.
ARTICLE IX
Amendments
Section 1. Power of Stockholders. New bylaws may be adopted or the
bylaws may be amended or repealed by the affirmative vote or written consent of
a majority of the outstanding shares entitled to vote, except as otherwise
expressly provided by applicable law, the articles of incorporation or elsewhere
in the bylaws.
Section 2. Power of Directors. Subject to the right of the stockholders
as provided in Section 1 of this Article IX to adopt, amend or repeal bylaws,
bylaws may be adopted, amended or repealed by the board of directors.
24
<PAGE>
The undersigned affirms adoption of these By-Laws by majority vote of
the Board of Directors effective on September ______, 2000.
By: /s/ Lloyd "Tim" Rochford
-----------------------------
Lloyd "Tim" Rochford
Chairman of the Board
(Seal) Date:
25
