Exhibit 3.4
BYLAWS
OF
TSI HANDLING, INC.
ARTICLE I
OFFICES AND CORPORATE SEAL
1.1 OFFICES. The registered office of the Corporation in the State of
Nevada shall be located at 202 South Minnesota Street. The Corporation may
conduct business and may have such other offices, either within or without the
state of incorporation, as the Board of Directors may designate or as the
business of the Corporation may from time to time require.
1.2 CORPORATE SEAL. A corporate seal is not required on any instrument
executed for the Corporation. If a corporate seal is used, it shall be either a
circle having on its circumference "TSI Handling, Inc.," and in the center
"Incorporated 1999 Nevada," or a circle having on its circumference the words
"Corporate Seal."
ARTICLE II
SHAREHOLDERS
2.1 ANNUAL MEETING. The annual meeting of the shareholders shall be held at
such time and on such day as shall be designated by the Board of Directors, for
the purpose of electing directors and for the transaction of such other business
as may properly come before the meeting. At the annual meeting, any business may
be transacted and any corporate action may be taken, whether stated in the
notice of meeting or not, except as otherwise expressly provided by statute or
the Articles of Incorporation.
2.2 SPECIAL MEETINGS. The Chairman of the Board may and the Chairman of the
Board or the Secretary shall, on written request of two members of the Board of
Directors or of shareholders owning not less than 20 percent of the outstanding
voting shares of the Corporation, call special meetings of the shareholders, for
any purpose or purposes unless otherwise prescribed by statute. The written
request and the notice of the special meeting shall state the purposes of the
meeting and the business transacted at the meeting shall be limited to the
purposes stated in the notice.
2.3 PLACE OF MEETING. The Board of Directors and the Chairman of the Board
or the Secretary shall fix the time and place of all meetings of shareholders.
2.4 NOTICE OF MEETING. Written notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than 10 nor more than 60 days
before the date of the meeting either personally, by facsimile or by mail to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at this address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.
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2.5 FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD. To determine
the shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or entitled to express written consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of shares
or for the purpose of any other lawful action, the Board of Directors of the
Corporation may fix, in advance, a record date which shall not be more than 60
days nor less than 10 days before the date of such meeting, nor more than 60
days nor less than 10 days prior to any other action.
2.6 SHAREHOLDER LIST. The officer or agent having charge of the stock
transfer books shall prepare, at least 10 days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order with the
address of and the number of shares held by each shareholder of record.
2.7 QUORUM. A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. All shares represented and entitled to vote on any
single subject matter, which may be brought before the meeting shall be counted
for the purposes of a quorum. Only those shares entitled to vote on a particular
subject matter shall be counted for the purposes of voting on that subject
matter. Business may be conducted once a quorum is present and may continue
until adjournment of the meeting notwithstanding the withdrawal or temporary
absence of sufficient shares to reduce the number present to less than a quorum.
Unless otherwise required by law, the affirmative vote of the majority of shares
represented at the meeting and entitled to vote on a subject matter shall
constitute the act of the shareholders; provided, however, that if the shares
then represented are less than required to constitute a quorum, the affirmative
vote must be such as would constitute a majority if a quorum were present and,
provided further, that the affirmative vote of the majority of the shares then
present is sufficient in all cases to adjourn the meeting.
2.8 PROXIES. At all meetings of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. No proxy shall be valid after six months from the
date of its execution, unless otherwise provided in the proxy, but in no event
shall the proxy be valid for greater than seven years. 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.
2.9 VOTING RIGHTS. Unless otherwise provided in the Articles of
Incorporation or by the Nevada Revised Statutes, each outstanding share of
capital stock shall be entitled to one vote on each matter submitted to a vote
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at a meeting of shareholders. Directors shall be elected by a plurality of the
votes cast at the election and cumulative voting shall not be permitted. The
candidates receiving the highest number of votes up to the number of directors
to be elected shall be elected.
2.10 VOTING OF SHARES. The following additional provisions shall apply to
the voting of shares:
(a) Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the elections of
directors of such other corporation is held by this Corporation, shall neither
be entitled to vote nor counted for quorum purposes. Nothing in this paragraph
shall be construed as limiting the right of this Corporation to vote its own
stock held by it in a fiduciary capacity.
(b) A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. In the
event any instrument granting a proxy shall designate two or more persons to act
as proxy, the majority of such persons present at the meeting, or if only one
should be present then that one, shall have and may exercise all the powers
conferred by such instrument upon all the persons so designated, unless such
instrument shall otherwise provide. No proxy shall be valid after 11 months from
the date of its execution, unless otherwise provided in the proxy. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and if,
and only as long as, it is coupled with an interest sufficient at law to support
an irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the share itself or an
interest in the Corporation generally. A proxy is not revoked by the death or
incapacity of the maker unless, before the vote is counted or quorum is
determined, written notice of the death or incapacity is given to the
Corporation. A proxy may be revoked by an instrument expressly revoking it, a
duly executed proxy bearing a later date, or by the attendance of the person
executing the proxy at the meeting and his voting of his shares personally.
(c) Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the bylaws of such
other corporation may prescribe or, in the absence of such provision, as the
Board of Directors of such other corporation may determine. The Secretary of the
Corporation shall have the authority to require that such documents be filed
with the Secretary of the Corporation as the Secretary shall reasonably require
in order to verify the authority and power of any such officer, agent or proxy
to vote the shares of the Corporation held by any such other corporation.
(d) Shares held by an administrator, executor, guardian, conservator
or personal representative may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing in the name of
a trustee, other than a trustee in bankruptcy, may be voted by him, either in
person or by proxy, but no such trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name. Shares standing in the name
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of a receiver, trustee in bankruptcy, or assignee for the benefit of creditors
may be voted by such representative, either in person or by proxy. Shares held
by or under the control of such a receiver or trustee may be voted by such
receiver or trustee, either in person or by proxy, without the transfer thereof
into his name if authority so to do be contained in an appropriate order of the
court by which such receiver or trustee was appointed. The Secretary of the
Corporation shall have the authority to require that such documents be filed
with the Secretary of the Corporation as the Secretary shall reasonably require
in order to verify the authority and power of such representative or other
fiduciary to vote the shares of the Corporation registered in the name of such
other person.
(e) A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee
or unless the pledgee is specifically empowered by such shareholder to vote the
shareholder's shares.
(f) If shares stand in names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety of tenants by community property or otherwise, or if two or more
persons have the same fiduciary relationship respecting the same shares, unless
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, his acts bind.
(ii) If more than one votes, the act of the majority so voting
binds all.
(iii) If more than one votes, but the vote is evenly split on any
particular matter, each faction may vote the shares in question proportionally.
2.11 NOMINATIONS OF DIRECTORS. Nomination for election to the Board of
Directors of the Corporation at a meeting of shareholders may be made by the
Board of Directors or on behalf of the Board by a nominating committee appointed
by the Board, or by any shareholder of the Corporation entitled to vote for the
election of directors at such meeting. Such nominations, other than those made
by or on behalf of the Board, shall be made by notice in writing delivered or
mailed by United States mail, first class postage prepaid, to the Secretary of
the Corporation, and received by him not less than 30 days nor more than 60 days
prior to any meeting of shareholders called for the election of directors;
PROVIDED, HOWEVER, that if less than 35 days' notice of the meeting is given to
shareholders, such nomination shall have been mailed or delivered to the
Secretary of the Corporation not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed. The foregoing
notwithstanding, if the Corporation is subject to the proxy solicitation rules
under the Securities Exchange Act of 1934, the timing of nominations by
shareholders shall be as determined by the Board of Directors in compliance with
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such rules. Such notice shall set forth as to each proposed nominee who is not
an incumbent director (a) the name, age, business address and telephone number
and, if known, residence address of each nominee proposed in such notice; (b)
the principal occupation or employment of each such nominee; (c) the number of
shares of stock of the Corporation which are beneficially owned by each such
nominee and by the nominating shareholder; and (d) any other information
concerning the nominee that must be disclosed with respect to nominees in proxy
solicitations pursuant to the rules, regulations and forms then promulgated
under Section 14(a) of the Securities Exchange Act of 1934. The chairman of the
meeting may, if the facts warrant, determine that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.
2.12 INFORMALITIES AND IRREGULARITIES. All informalities and irregularities
in any call or notice of a meeting, or in the areas of credentials, proxies,
quorums, voting and similar matters, will be deemed waived if no objection is
made at the meeting.
ARTICLE III
BOARD OF DIRECTORS
3.1 GENERAL POWERS. The business and affairs of the Corporation shall be
managed by its Board of Directors. The directors shall in all cases act as a
Board, and they may adopt such rules and regulations for the conduct of their
meetings and the management of the Corporation, as they may deem proper, not
inconsistent with these Bylaws and the laws of Nevada.
3.2 NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors shall consist
of a minimum of one, and a maximum of nine directors. The Board of Directors
shall have the authority to fix the number of directors comprising the Board
within the limits set forth above; PROVIDED, HOWEVER, that no decrease in the
number of directors comprising the Board shall affect the term of any incumbent
director. Each director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified, or
until his earlier resignation or removal. Directors need not be residents of the
State of Nevada or shareholders of the Corporation.
3.3 ANNUAL MEETINGS. The Board of Directors shall hold its annual meeting
immediately following the annual meeting of shareholders at the place announced
at the annual meeting of shareholders. No notice is necessary to hold the annual
meeting, provided a quorum is present. If a quorum is not present, the annual
meeting shall be held at the next regular meeting or as a special meeting.
3.4 REGULAR MEETINGS. The Board of Directors may hold regular meetings
without notice at the times and places determined by the Board of Directors.
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3.5 SPECIAL MEETINGS. The Chairman of the Board or Secretary may, and on
written request of two directors shall, call special meetings of the Board of
directors on not less than two days' notice to each director personally or by
facsimile or telephone, or on not less than five days' notice to each director
by mail.
3.6 TELEPHONIC MEETINGS. Regular or special meetings of the Board of
Directors may be held at any place within or without State of Nevada and may be
held by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other,
their participation in such a meeting to constitute presence in person.
3.7 WAIVER OF NOTICE. Attendance of a director at a meeting shall
constitute waiver of notice unless the director objects at the commencement of
the meeting that the meeting is not lawfully called or convened. Any director
may waive notice of any meeting by executing a written waiver of notice.
3.8 QUORUM. A majority of the directors then serving shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice. The act of a majority of the directors
present at a meeting at which a quorum is present, unless otherwise provided by
the Nevada Revised Statutes, these Bylaws or the Articles of Incorporation,
shall be the act of the Board of Directors.
3.9 NEWLY CREATED DIRECTORSHIPS. The Board of Directors may increase the
number of directors by a majority vote. Newly created directorships resulting
from an increase in the number of directors may be filled by a majority vote of
the directors then in office. The term of any newly created directorship shall
be determined by the Board of Directors.
3.10 REMOVAL OF DIRECTORS. At a meeting of shareholders called expressly
for that purpose and by a vote of the holders of not less than two-thirds of the
shares then entitled to vote at an election of the directors, any director or
the entire Board of Directors may be removed, with or without cause.
3.11 VACANCIES. Directors shall be elected to fill any vacancy by a
majority vote of the remaining directors, though not less than a quorum, or by a
sole remaining director. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his or her successor.
3.12 COMMITTEES OF THE BOARD. The Board of Directors, by resolution adopted
by a majority of the Board of Directors, may designate from among its members an
executive committee and one or more other committees each of which, to the
extent provided in such resolution and permitted by the Nevada Revised Statutes,
shall have and may exercise all the authority of the Board. The Board, with or
without cause, may dissolve any such committee or remove any member thereof at
any time. The designation of any such committee and the delegation thereto of
authority shall not operate to relieve the Board, or any member thereof, of any
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responsibility imposed by law. No committee shall have the power or authority to
amend the Articles of Incorporation or Bylaws; adopt a plan of merger or
consolidation, recommend to the shareholders the sale, lease, or other
disposition of all or substantially all the property and assets of its business,
or recommend to the shareholders a voluntary dissolution of the Corporation.
Each committee shall keep regular minutes of its meetings.
3.13 ACTION WITHOUT A MEETING. Any action required or permitted to be taken
by the Board of Directors at a meeting may be taken without a meeting if all
directors consent thereto in writing. Such consent shall have the same effect as
a unanimous vote. The writing or writings shall be filed with the minutes of the
Board of Directors.
3.14 COMPENSATION. The Corporation may pay, or reimburse the directors for,
the expenses of attendance at each meeting of the Board of Directors. The
Corporation may pay the directors a fixed sum for attendance at each meeting of
the Board of Directors and a stated salary as director or directors may be
granted stock options or a combination thereof. The Board of Directors shall
establish and set forth in its minutes the amount or rate of compensation of
directors.
3.15 PRESUMPTION OF ASSENT. A director of the Corporation who is present at
a meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action unless his dissent shall
be entered in the minutes of the meeting or unless he shall file a written
dissent to such action with the Secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered or certified mail to the
Secretary of the Corporation within three business days after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
ARTICLE IV
OFFICERS
4.1 NUMBER. The officers of the Corporation shall be a Chairman of the
Board, a President, a Secretary and a Treasurer, each of whom shall be appointed
by the Board of Directors. Such other officers, assistant officers and agents as
deemed necessary may be elected or appointed by the Board of Directors. Any two
or more offices may be held by the same person, except the offices of President
and Secretary.
4.2 TENURE AND DUTIES OF OFFICERS. The officers of the Corporation to be
appointed by the Board of Directors at the annual meeting of the Board of
Directors. Officers shall hold office at the pleasure of the Board and shall
exercise the power and perform the duties determined from time to time by the
Board of Directors 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.
4.3 REMOVAL. Any officer or agent elected or appointed by the Board of
Directors may be removed by the affirmative vote of a majority of the directors,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.
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4.4 CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the chief
executive officer of the Corporation and, subject to the control of the
directors, shall in general supervise and control all of the business and
affairs of the Corporation. He shall, when present, preside at all meetings of
the shareholders and of the directors and in general shall perform all duties
incident to the office of Chairman of the Board and such other duties as may be
prescribed by the directors from time to time. Unless otherwise ordered by the
Board of Directors, the Chairman of the Board shall have full power and
authority on behalf of the Corporation to attend and to act and to vote at any
meeting of security holders of other corporations in which the Corporation may
hold securities. At such meeting, the Chairman of the Board shall possess and
may exercise any and all rights and powers incident to the ownership of such
securities which the Corporation might have possessed and exercised if it had
been present. The Board of Directors from time to time may confer similar powers
upon any other person or persons.
4.5 PRESIDENT. In the absence of the Chairman of the Board or in the event
of his inability or refusal to act, the President shall perform the duties of
the Chairman of the Board, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the Chairman of the Board.
4.6 VICE PRESIDENTS. There shall be as many vice presidents as the Board of
Directors chooses to appoint. Vice Presidents shall perform the duties assigned
to them by the Board of Directors of the Chairman of the Board or the President.
Any one of the vice Presidents, as authorized by the Board of Directors, shall
have all the powers and perform all the duties of President if the President is
temporarily absent or unable to act.
4.7 SECRETARY. The Secretary shall attend all meetings of the Board of
Directors and the shareholders and shall keep the minutes of the shareholders'
and of the directors' meetings 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, have charge of the corporate records, books, and
accounts, and keep a register of the post office address of each shareholder
which shall be furnished to the Secretary by such shareholder, have general
charge of the stock transfer books of the Corporation, sign with the Chairman of
the Board certificates for shares of the Corporation, and in general perform all
duties incident to the office of Secretary, and perform such other duties as
from time to time may be assigned to him by the Board of Directors or the
Chairman of the Board.
4.8 TREASURER. The Treasurer shall be the chief financial officer of the
Corporation. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such surety
as the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the Corporation; receive and give
receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit all such monies in the name of the Corporation in such
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banks, trust companies or other depositories as shall be selected by the Board
of Directors and in general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Chairman of the Board or by the directors.
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER
5.1 CERTIFICATES FOR SHARES.
(a) Certificates representing the shares of the Corporation shall be
in such form as shall be determined by the Board of Directors. Such certificates
shall be signed by the Chairman of the Board or President and by the Secretary
or an Assistant Secretary of the Corporation. The signatures of such officers
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar, other than the Corporation itself
or an employee of the Corporation. No certificate shall be issued for any share
until such share is fully paid.
(b) If the Corporation is authorized to issue shares of more than one
class, every certificate representing shares issued by the Corporation shall set
forth or summarize upon the face or back of the certificate, or shall state that
the Corporation will furnish to any shareholder upon request and without charge,
a full statement of the designations, preferences, limitations and relative
rights of the shares of each class authorized to be issued, together with the
variations in the relative rights and preferences between the various shares.
(c) Each certificate representing shares shall state upon the face
thereof (i) that the Corporation is organized under the laws of the State of
Nevada, (ii) the name of the person to whom issued, (iii) the number, class and
designation of the series, if any, which the certificate represents, and (iv)
the par value of each share represented by the certificate or a statement that
the shares are without par value; and the (v) date of issue.
(d) Any restriction on the right to transfer shares and any
reservation of lien on the shares shall be noted on the face or the back of the
certificate by providing (i) a statement of the terms of such restriction or
reservation, (ii) a summary of the terms of such restriction or reservation and
a statement that the Corporation will mail to the shareholder a copy of such
restrictions or reservations without charge within five days after receipt of
written notice therefor, (iii) if the restriction or reservation is contained in
the Articles of Incorporation or Bylaws of the Corporation, or in an instrument
in writing to which the Corporation is a party, a statement of that effect and a
statement that the Corporation will mail to the shareholder a copy of such
restriction or reservation without charge within five days after receipt of
written request therefor, or (iv) if each such restriction or reservation is
contained in an instrument in writing to which the Corporation is not a party, a
statement to that effect.
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(e) Each certificate for shares shall be consecutively numbered or
otherwise identified.
5.2 TRANSFERS OF SHARES.
(a) Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly 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, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the Corporation.
(b) The Corporation shall be entitled to treat the holder of record of
any shares as the holder in fact thereof, and, accordingly, 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, except as expressly provided by the laws of Nevada.
5.3 LOST, DESTROYED, MUTILATED, OR STOLEN CERTIFICATES. The holder of any
shares of the Corporation shall immediately notify the Corporation of any loss,
destruction, mutilation, or theft of the certificate therefor, and the Board of
Directors, may, in its discretion, cause a new certificate or certificates to be
issued to him, in case of mutilation of the certificate, upon the surrender of
the mutilated certificate, or, in case of loss, destruction, or theft of the
certificate, upon a satisfactory proof of such loss, destruction, or theft, and,
if the Board of Directors shall so determine, the submission of a properly
executed lost security affidavit and indemnity agreement, or the deposit of a
bond in such form and in such sum, and with such surety or sureties, as the
Board may direct.
ARTICLE VI
INDEMNIFICATION
6.1 INDEMNIFICATION. Every person who was or is a party or is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or a person of whom he is the legal representative is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation or for its benefit as a director or officer of another corporation,
or as its representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest extent legally
permissible under the general corporation law of the State of Nevada from time
to time against all expenses, liability and loss (including attorneys' fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. The Board of Directors may
in its discretion cause the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding to 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
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court of competent jurisdiction that he is not entitled to be indemnified by the
Corporation. No such person shall be indemnified against, or be reimbursed for,
any expense or payments incurred in connection with any claim or liability
established to have arisen out of his own willful misconduct or gross
negligence. Any right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaws,
agreement, vote of stockholders, provision of law or otherwise, as well as their
rights under this Article VI.
6.2 INSURANCE. The Board of Directors may cause the Corporation to purchase
and maintain insurance on behalf of any person who is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the Corporation would
have the power to indemnify such person.
6.3 RIGHT TO AMEND INDEMNIFICATION PROVISIONS. The Board of Directors may
from time to time adopt further bylaws with respect to indemnification and may
amend these and such bylaws to the full extent permitted by the General
Corporation Law of the State of Nevada.
ARTICLE VII
REPEAL, ALTERATION OR AMENDMENT
These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted by a vote of the majority of the Board of Directors.
CERTIFICATE
I, Lanny R. Lang, the duly elected, qualified and acting Secretary of TSI
Handling, Inc., a Nevada corporation, do hereby certify that the above and
foregoing are the Bylaws of this Corporation duly and regularly adopted by the
Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of July, 1999.
/s/ Lanny R. Lang
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Lanny R. Lang, Secretary
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