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BYLAWS
of
BidBay.com, Inc.
ARTICLE I
OFFICES
Section 1.1. Principal Office. The principal office
of BidBay.com, Inc. (the "Corporation") and its principal
place of business shall be at 7209 Foothill Blvd., Tujunga,
CA 91042.
ARTICLE II
SHAREHOLDERS
Section 2.1. Annual Meeting. The annual meeting of
the shareholders shall be held on the first Tuesday of the
month of March in each year (unless that day is a legal
holiday, and then on the next succeeding day that is not a
legal holiday), beginning with the year 2001, at the hour of
10:00 a.m., for the purpose of electing directors and for
the transaction of such other business as may come before
the meeting. If the election of directors shall not be held
on the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special
meeting of the shareholders.
Section 2.2. Special Meetings. Special meetings of
the shareholders, for any purpose or purposes, may be called
by the President, the Board of Directors, or by any
Director, and shall be called by the President at the
request of any shareholder.
Section 2.3. Place of Meeting. The place of meeting
for meetings shall be at the Corporation's principal office,
unless the Board of Directors designates another place,
either within or without the State of Nevada, or the United
States of America.
Section 2.4. Notice of Meeting. Written or oral
notice of the meeting, stating the purpose or purposes for
which the meeting is called, shall be delivered not less
than one nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the
direction of the President, the Secretary or the officer or
persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice
shall be deemed delivered when deposited in the United
States mail addressed to the shareholder at his address as
it appears on the stock transfer books of the Corporation,
with postage thereon prepaid.
Section 2.5. 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. If less than a majority of the outstanding
shares is represented at a
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meeting, a majority of the shares
so represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which
a quorum shall be present or represented, any business may
be transacted which might have been transacted at the
meeting as originally notified. The shareholders present at
a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. Shares shall not
be counted to make up a quorum for a meeting if voting of
them at the meeting has been enjoined or for any reason they
cannot be lawfully voted at the meeting.
Section 2.6. Proxies. At all meetings of
shareholders, a shareholder may vote by proxy executed in
writing by the shareholder. Such proxy shall be filed with
the Secretary of the Corporation before or at the time of
the meeting. No proxy shall be valid after eleven months
from the date of its execution, unless otherwise provided in
the proxy.
Section 2.7. Voting of Shares. Each outstanding
share entitled to vote shall be entitled to one vote upon
each matter submitted to a vote at a meeting of
shareholders. If a quorum is present, the affirmative vote
of the majority of the shares represented at the meeting and
entitled to vote on the subject shall be the act of the
shareholders, unless the vote of a greater number or voting
by class is required by the provisions of Chapter 78, Nevada
Revised Statutes, or by the Articles of Incorporation.
Section 2.8. Fixing Record Date for Meeting. The
stock transfer books of the Corporation shall not be closed
for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of the shareholders but,
in lieu thereof, the date on which notice is given in
accordance with Section 2.4 above, shall be the record date
for those purposes. Such date shall not be more than fifty
(50) nor less than ten (10) days before the date of the
meeting. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made under this
section, such determination shall apply to any adjournment
thereof.
Section 2.9. Voting List. The officer or agent
having charge of the stock transfer books for shares of the
Corporation shall make, at least ten 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, which list, for a period of
ten days prior to the meeting, shall be kept on file at the
registered office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept
open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the
whole time of the meeting. The original stock transfer
books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books
or to vote at any meeting of shareholders. Failure to
comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
Section 2.10. Informal Action by Shareholders. Any
action required to be taken at a meeting of the
shareholders, or any other action which may be taken at a
meeting of
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the shareholders, may be taken without a meeting
to the extent permitted by NRS 78.320.
Section 2.11. Emergency Action by Shareholders.
Notwithstanding anything to the contrary contained in these
Bylaws, to the extent permitted by Chapter 78, Nevada
Revised Statutes, the shareholders shall have the following
powers (the "Emergency Powers"): (1) the power to rescind
any action taken by the Board of Directors, and (2) the
power to remove and replace one or more members of the
Board of Directors. The Emergency Powers listed herein are
in addition to all other rights and powers held by the
shareholders and shall be exercisable by the shareholders
by: (i) obtaining the oral consent (whether by telephone or
otherwise) to such action from the shareholders holding
that number of shares that would be necessary to sustain
such action by vote in a meeting of the shareholders where
all shareholders are present; (ii) orally notifying
(whether by telephone or otherwise) at least a majority of
the Board of Directors of the action being taken; (iii)
setting forth in writing the action being taken, including
the affirmation of at least one shareholder stating that
the requirement set forth in clause (i) has been satisfied;
and (iv) delivering the writing described in clause (iii)
to each of the members of the Board of Directors. The
action so taken shall be effective upon completion of the
requirements set forth in clauses (i) and (ii) of the
preceding sentence. Reducing the action to writing (clause
(iii)) and delivering the writing to the Board (clause
(iv)) shall be accomplished within ten (10) business days
following the oral notification (clause (ii)) of the Board.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1. General Powers. The business and
affairs of the Corporation shall be managed by its Board of
Directors. The Board of Directors shall determine matters
of corporate policy and perform such duties as are required
of it by law.
Section 3.2. Number, Tenure and Qualifications. The
initial number of Directors of the Corporation shall be
three (3). Each Director shall hold office until removed by
the shareholders and until his or her successor shall have
been elected. Directors need not be residents of the State
of Nevada, citizens of the United States, nor shareholders
of the Corporation.
Section 3.3. Regular Meetings. A regular meeting of
the Board of Directors shall be held without other notice
than this bylaw immediately after, and at the same place as,
the annual meeting of shareholders. The Board of Directors
shall provide, by resolution, the time and place for the
holding of regular meetings, either within or without the
State of Nevada, without other notice than such resolution.
Section 3.4. Special Meetings. Special meetings of
the Board of Directors may be called by or at the request of
the President or any Director. The person or persons
authorized to call special meetings of the Board of
Directors may fix any place, either within or without the
State of Nevada, as the place for the holding of any special
meeting of the Board of Directors called by them.
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Section 3.5. Notice. Notice of any special meeting
shall be given at least ten (10) days previously thereto by
written notice delivered personally or mailed to each
Director at his business address or by telegram. If mailed,
notice shall be deemed to be delivered the first business
day after deposited in the United States mail so addressed,
with postage thereon prepaid. If notice is given by fax,
such notice shall be deemed to be delivered when the fax is
delivered. Any Director may waive notice of any meeting.
The attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting, except where a Director
attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 3.6. Quorum. A majority of the number of
Directors fixed by these bylaws shall constitute a quorum
for the transaction of business at any meeting by the Board
of Directors, but if less than such majority is present at a
meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
Section 3.7. Manner of Acting; Minutes. Except as
otherwise provided in the Shareholders Agreement, the act of
the majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Board of
Directors. Minutes of the proceedings of Board of Directors
meetings shall be prepared and shall be made available to
shareholders.
Section 3.8. Vacancies. Any vacancy occurring in
the Board of Directors may be filled by the affirmative vote
of a majority of the remaining Directors though less than a
quorum of the Board of Directors. A Director elected to
fill a vacancy shall be elected for the unexpired term of
his predecessor in office and shall serve until his
successor is duly chosen and qualified. Any directorship to
be filled by reason of an increase in the number of
Directors shall be filled by election at an annual meeting
or at a special meeting of shareholders called for that
purpose, unless at such a meeting the shareholders delegate
the filling of such vacancy to the Board of Directors.
Section 3.9. 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 taken
unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such
action with the person acting as Secretary of the meeting
before the adjournment thereof or shall forward such dissent
by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a Director who voted in
favor of such action.
Section 3.10. Informal Action by Directors. Any
action required to be taken at a meeting of the Directors,
or any action which may be taken at a meeting of the
Directors, may be taken without a meeting by a consent in
writing pursuant to the provisions of NRS
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78.315.
ARTICLE IV
OFFICERS
Section 4.1. General Provisions. The officers of
the Corporation shall be the President, such number of Vice
Presidents as the Board may from time to time determine, a
Secretary, a Treasurer, a Secretary and such other officers
as the directors may elect. Except as specifically
provided in these Bylaws, the directors shall determine the
duties and term of each of the officers of the Corporation
and shall be responsible for the designation of the
Corporation's President, who shall also be the
Corporation's chief executive officer. Officers need not
be shareholders of the Corporation and may be paid such
compensation as the Board of Directors may determine. Any
person may hold any two or more offices and perform the
duties thereof. If one person is chosen to hold the
offices of Secretary and Treasurer, he or she shall be
known as Secretary-Treasurer of the Corporation. All the
duties and obligations assigned to, and all the references
made to, both the Secretary and the Treasurer in these
Bylaws shall apply to the Secretary-Treasurer if one person
be elected to both of these offices.
Section 4.2. Election, Term of Office, and
Qualification. The officers of the Corporation named in
Section 4.1 shall be elected by the Board of Directors
present and constituting a quorum for an indeterminate term
and shall hold office during the pleasure of the Board of
Directors. The qualifications of all officers shall be
such as the Board of Directors may see fit to impose.
Section 4.3. Additional Officers, Agents, etc. In
addition to the officers mentioned in Section 4.1, the
Corporation may have such other officers, committees,
agents, and factors as the Board of Directors may deem
necessary and may appoint, each of whom or each member of
which shall hold office for such period, have such
authority, and perform such duties as may be provided in
these Bylaws, or as the Board of Directors may from time to
time determine. The Board of Directors may delegate to any
officer or committee the power to appoint any subordinate
officers, committees, agents or factors. In the absence of
any officer of the Corporation, or for any other reason the
Board of Directors may deem sufficient, the Board of
Directors may delegate, for the time being, the powers and
duties, or any of them, of such officer to any other
officer, or to any director.
Section 4.4. Removal. Any officer of the
Corporation may be removed, either with or without cause,
at any time, by resolution adopted by the Board of
Directors. Any officer appointed not by the Board of
Directors but by an officer or committee to which the Board
shall have delegated the power of appointment may be
removed, with or without cause, by the committee or
superior officer (including successors) who made the
appointment, or by any committee or officer upon whom such
power of removal may be conferred by the Board of
Directors.
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Section 4.5. Resignations. Any officer may resign
at any time by giving written notice to the Board of
Directors, or to the President, or to the Secretary of the
Corporation. Any such resignation shall take effect at the
time specified therein, and unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 4.6. Vacancies. A vacancy in any office
because of death, resignation, removal, disqualification,
or otherwise, shall be filled in the manner prescribed in
these Bylaws for regular appointments or elections to such
office.
Section 4.7. Action with Respect to Securities of
Other Corporations. Unless otherwise directed by the Board
of Directors, the President or any Vice President shall
have the power to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of
shareholders of or with respect to any action of
shareholders of any other corporation in which this
Corporation may hold securities and otherwise to exercise
any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such
other corporation.
ARTICLE V
DUTIES OF THE OFFICERS
Section 5.1. President. The President shall preside
over all meetings of the Board of Directors at which he is
present, and shall be the chief executive officer of the
Corporation. He may sign with the Secretary, the
Treasurer, or any other proper officer of the Corporation
thereunto authorized by the Board of Directors,
certificates for shares in the Corporation. He may sign,
execute and deliver in the name of the Corporation all
deeds, mortgages, bonds, contracts or other instruments
either when specially authorized by the Board of Directors
or when required or deemed necessary or advisable by him in
the ordinary conduct of the Corporation's normal business,
except in cases where the signing and execution thereof
shall be expressly delegated by these Bylaws to some other
officer or agent of the Corporation or shall be required by
law or otherwise to be signed or executed by some other
officer or agent, and he may cause the seal of the
Corporation, if any, to be affixed to any instrument
requiring the same; and, in general, perform all duties as
from time to time may be assigned to him by the Board of
Directors. In case the President for any reason shall be
unable to attend to any of his duties, such duties may be
performed by the President of the Corporation.
Section 5.2. Vice Presidents. The Vice Presidents
shall perform such duties as are conferred upon them by
these Bylaws or as may from time to time be assigned to
them by the Board of Directors or the President. At the
request of the President or in the case of the absence or
disability of the President, 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 the President. The authority of Vice Presidents
to sign in the name of the Corporation all certificates for
shares and authorized deeds, mortgages, bonds, contracts,
notes and other instruments shall be coordinate with like
authority of the President.
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Section 5.3. Treasurer. If required by the Board of
Directors, the Treasurer shall give bond for the faithful
discharge of his or her duties in such sum and with such
sureties as the Board of Directors shall determine. He
shall:
(a) Have charge and custody of, and be
responsible for, all funds, securities, notes, contracts,
deeds, documents and all other indicia of title in the
Corporation and valuable effects of the Corporation;
receive and give receipts for moneys due and payable to the
name of the Corporation in such banks, trust companies or
other depositories as shall be selected by or pursuant to
the directions of the Board of Directors; cause such funds
to be discharged by checks or drafts on the authorized
depositories of the Corporation, signed as the Board of
Directors may require; and be responsible for the accuracy
of the amounts of, and cause to be preserved proper
vouchers for, all moneys to be disbursed;
(b) Have the right to require from time to time
reports or statements giving such information as he or she
may desire with respect to any and all financial
transactions of the Corporation from the officers or agents
transacting the same;
(c) Keep or cause to be kept at the principal
office or such other office or offices of the Corporation
as the Board of Directors shall from time to time designate
correct records of the business and transactions of the
Corporation and exhibit such records to any of the
directors of the Corporation upon application at such
office;
(d) Have charge of the audit and statistical
departments of the Corporation;
(e) Render to the President or the Board of
Directors whenever they shall require him or her so to do
an account of the financial condition of the Corporation
and of all his or her transactions as Treasurer and as soon
as practicable after the close of each fiscal year, make
and submit to the Board of Directors a like report for such
fiscal year; and
(f) Exhibit at all reasonable times his or her
cash books and other records to any of the directors of the
Corporation upon application.
Section 5.5. The Secretary. The Secretary shall:
(a) Keep the minutes of all meetings of the
shareholders and of the Board of Directors in one or more
books provided for that purpose;
(b) See that all notices are duly given in
accordance with the provisions of these Bylaws or as
required by law;
(c) Be custodian of the corporate records and,
if one is provided, of the seal of the Corporation, and see
that such seal is affixed to all certificates for shares
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prior to the issue thereof and to all other documents to
which the seal is required to be affixed and the execution
of which on behalf of the Corporation under its seal is
duly authorized in accordance with the provisions of these
Bylaws;
(d) Have charge, directly or through such
transfer agent or transfer agents and registrar or
registrars as the Board of Directors shall appoint, of the
issue, transfer and registration of certificates for shares
in the Corporation and of the records thereof, such records
to be kept in such manner as to show at any time the number
of shares in the Corporation issued and outstanding, the
manner in which and time when such stock was paid for, the
names and addresses of the holders of record thereof, the
number and classes of shares held by each, and the time
when each became such holder of record;
(e) Exhibit at all reasonable times to any
directors, upon application, the aforesaid records of the
issue, transfer and registration of such certificates;
(f) Sign (or see that the Treasurer or other
proper officer of the Corporation thereunto authorized by
the Board of Directors shall sign), with the President or
any Vice President, certificates for shares in the
Corporation;
(g) See that the books, reports, statements,
certificates and all other documents and records required
by law are properly kept and filed; and
(h) In general, perform all duties incident to
the office of Secretary and such other duties as from time
to time may be assigned to him or her by the President or
the Board of Directors.
In the event the Board of Directors shall elect an
Assistant Secretary, he or she shall perform such duties as
are conferred upon him or her by the officers of the
Corporation, or the Board of Directors, and in the absence
or the inability of the Secretary to act, shall perform all
the duties of the Secretary and when so acting shall have
all the powers of the Secretary.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 6.1. Contracts. The Board of Directors may
authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 6.2. Loans. No loan shall be contracted on
behalf of the Corporation and no evidence of indebtedness
shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
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Section 6.3. Checks, Drafts, etc. All checks,
drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers,
agent or agents, of the Corporation and in such manner as
shall from time to time be determined by resolution of the
Board of Directors or as provided in a Shareholders
Agreement.
Section 6.4. Deposits. All funds of the Corporation
not otherwise employed shall be deposited from time to time
to the credit of the Corporation in such banks, trust
companies, or other depositories as the Board of Directors
may select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 7.1. Certificates for Shares. Certificates
representing 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 President and by the
Secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name
and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of
issue, shall be entered on the stock record books of the
Corporation. All certificates surrendered to the
Corporation for transfer, shall be canceled and no new
certificates shall be issued until the former certificate
for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed, or
mutilated certificate, a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
Section 7.3. Transfer of Shares. Transfer of shares
of the Corporation shall be made only on the stock record
books of the Corporation by the holder of record thereof or
by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books
of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes.
ARTICLE VIII
ACCOUNTING
Full and accurate books of account shall be kept in
accordance with good accounting practices. Such books of
account shall be available for inspection by any shareholder
at all reasonable times. All corporate purchases shall be
made on account and all accounts shall be paid by check. So
far as possible, no cash outlays shall be made.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare,
and the Corporation may pay, pro rata or non pro rata,
dividends on its outstanding shares in the manner directed
by
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the Directors upon the terms and conditions provided by
law, its Articles of Incorporation and these bylaws.
ARTICLE X
SEAL
The Board of Directors may, when the need shall arise,
provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the Corporation,
the state of incorporation and the words "Corporate Seal."
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given to any
shareholder or Director of the Corporation under the
provisions of these bylaws or under the provisions of the
Articles of Incorporation, a waiver thereof in writing,
signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
ARTICLE XII
INDEMNIFICATION
Every Director, officer, or employee of the
Corporation shall be indemnified by the Corporation against
all expenses and liabilities, including counsel fees,
reasonably incurred by or imposed upon him in connection
with any proceeding to which he may be made a party, or in
which he may become involved, by reason of his being or
having been a Director, officer, or employee of the
Corporation, or any settlement thereof, whether or not he is
a Director, officer, or employee at the time such expenses
are incurred, except in such cases wherein the Director,
officer, or employee is adjudged guilty of willful
misfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement, the
indemnification provided herein shall be required only if
and when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the
Corporation. The foregoing right of indemnification shall
be in addition to and not exclusive of all other rights to
which such Director, officer, or employee may be entitled.
ARTICLE XIII
AMENDMENTS
These bylaws may be altered, amended, or repealed, in
whole or in part, and new bylaws may be adopted by the Board
of Directors at any regular or special meeting of the Board
of Directors. However, any such action shall be subject to
repeal or change by action of the shareholders, but the
alteration, amendment, repeal, change or new bylaw (and the
repeal of the old bylaw) approved by the Board of Directors
until repealed or changed by the shareholders, shall be
valid and effective and no Director, officer, shareholder,
employee or agent of the Corporation shall incur any
liability by reason of
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any action taken or omitted in
reliance on the same. Further provided, that any such
action is limited so as not to conflict with any
Shareholders Agreement. Notwithstanding the foregoing, the
provisions of Section 2.11 hereof may not be altered,
amended, or repealed, in whole or in part, nor may any new
provisions hereof be adopted that would substantially alter
the rights of the shareholders under Section 2.11, without
the affirmative vote of the shareholders holding a majority
of the shares entitled to vote.
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CERTIFICATE OF ASSISTANT SECRETARY
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KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby certify that the
undersigned is the Secretary of BidBay.com, Inc., a
corporation duly organized and existing under and by virtue
of the laws of the State of Nevada; that the above and
foregoing bylaws of said Corporation were duly and regularly
adopted as such by the Board of Directors of said
Corporation, and that the above and foregoing bylaws are now
in full force and effect.
DATED: March 20, 2000.
/s/ George Tannous
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George Tannous
Secretary
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